As filed with the Securities and Exchange Commission on February 20, 2002
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
BURT M. MARTIN
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600 515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027 HOUSTON, TEXAS 77027
(713) 693-4000 (713) 693-4000
(Address, including zip code, and telephone number, including area (Name, address, including zip code, and telephone number,
code, of registrant's principal executive offices) including area code, of agent for service)
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Copies to:
ROBERT V. JEWELL
ANDREWS & KURTH
MAYOR DAY CALDWELL & KEETON
L.L.P.
4200 CHASE TOWER, 600 TRAVIS
HOUSTON, TEXAS 77002
(713) 220-4200
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
in light of market conditions and other factors.
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If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(SEE CALCULATION TABLE AND FOOTNOTES ON FOLLOWING PAGE)
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE (1)(2) REGISTRATION FEE
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Senior Debt Securities of Weatherford International, Inc.
("Weatherford") (3) .............................................
Subordinated Debt Securities of Weatherford (3).......................
Common Stock of Weatherford (4).......................................
Preferred Stock of Weatherford (5)....................................
Warrants of Weatherford (6)...........................................
Units of Weatherford (7)..............................................
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Total....................................................... $750,000,000.00 $69,000.00
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(1) The proposed maximum offering price per unit will be determined by
Weatherford from time to time in connection with its issuance of the
securities registered hereunder.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $750,000,000.
(3) An indeterminate principal amount of senior debt securities or subordinated
debt securities of Weatherford as may be sold from time to time are being
registered hereunder. If any senior debt securities or subordinated debt
securities of Weatherford are issued at an original issue discount, then
the offering price shall be in such greater principal amount as shall
result in an aggregate initial offering price not to exceed $750,000,000,
less the dollar amount of any securities previously issued hereunder.
(4) An indeterminate number of shares of common stock of Weatherford as may be
sold from time to time are being registered hereunder. Also includes such
indeterminate number of shares of common stock as may be (i) issued upon
conversion, redemption or exchange for any debt securities or preferred
stock that provide for conversion or exchange into common stock or (ii)
issued upon exercise and settlement of any warrants.
(5) An indeterminate number of shares of preferred stock of Weatherford as may
be sold from time to time are being registered hereunder. Also includes
such indeterminate number of shares of preferred stock as may be (i) issued
upon conversion, redemption or exchange for any debt securities that
provide for conversion or exchange into preferred stock or (ii) issued upon
exercise and settlement of any warrants.
(6) An indeterminate number of warrants as may be sold from time to time is
being registered hereunder. Warrants may be exercised to purchase any of
the other securities registered hereby or to purchase or sell (i)
securities of an entity unaffiliated with Weatherford, a basket of such
securities, an index or indices of such securities or any combination of
the above, (ii) currencies or (iii) commodities.
(7) An indeterminate number of units as may be sold from time to time is being
registered hereunder. Units may consist of any combination of the
securities being registered hereunder.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted. We may not use
this prospectus to sell securities unless we also give prospective investors a
prospectus supplement.
Subject to Completion, dated February 20, 2002
PROSPECTUS
$750,000,000
WEATHERFORD INTERNATIONAL, INC.
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
UNITS
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We may offer and sell from time to time in one or more offerings:
(1) unsecured debt securities consisting of senior notes and
debentures, subordinated notes and debentures and/or other unsecured evidences
of indebtedness, whether senior or subordinated, in one or more series
(including medium-term notes, or MTNs), which may be convertible into or
exchangeable for preferred stock or common stock;
(2) shares of preferred stock, in one or more series, which may be
convertible into or exchangeable for debt securities or common stock;
(3) shares of common stock;
(4) warrants to purchase our common stock, preferred stock, debt
securities, or units, or to purchase or sell securities of a third party,
currencies or commodities; and/or
(5) units consisting of any combination of our common stock, preferred
stock, debt securities, or warrants.
The aggregate initial offering price of the securities that we offer
will not exceed $750,000,000. We will offer the securities in amounts, at prices
and on terms to be determined by market conditions at the time of our offerings.
We will provide the specific terms of the securities in supplements to
this prospectus. You should read this prospectus and the related prospectus
supplement carefully before you invest in any of our securities. This prospectus
may not be used to consummate sales of our securities unless it is accompanied
by a prospectus supplement.
Our common stock is listed for trading on the New York Stock Exchange
under the symbol "WFT." On February 19, 2002, the last reported sales price for
our common stock on the New York Stock Exchange was $42.60 per share.
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YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE
HEADINGS "FORWARD-LOOKING STATEMENTS" BEGINNING ON PAGE 3 AND "RISK FACTORS"
BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is February , 2002.
TABLE OF CONTENTS
About this Prospectus.............................................................................................1
Where You Can Find More Information...............................................................................1
Forward-Looking Statements........................................................................................3
Weatherford.......................................................................................................5
Risk Factors......................................................................................................5
Use of Proceeds...................................................................................................7
Ratios of Earnings to Fixed Charges...............................................................................7
Description of Debt Securities....................................................................................8
Description of Equity Securities.................................................................................14
Description of Warrants..........................................................................................17
Description of Units.............................................................................................18
Plan of Distribution.............................................................................................18
Legal Matters....................................................................................................19
Experts..........................................................................................................19
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or the SEC using a "shelf" registration
process. Under this shelf process, we may sell different types of securities
described in this prospectus in one or more offerings up to a total offering
amount of $750,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering and the securities offered by us in that offering. The prospectus
supplement may also add, update or change information in this prospectus. You
should read both this prospectus and any prospectus supplement together with
additional information described below under the heading "Where You Can Find
More Information".
UNDER NO CIRCUMSTANCES SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR
ANY EXCHANGE OR REDEMPTION MADE PURSUANT TO THIS PROSPECTUS CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF
ANY TIME AFTER THE DATE OF THIS PROSPECTUS. IN THIS PROSPECTUS, WHEN WE REFER TO
WEATHERFORD AND USE PHRASES SUCH AS "WE" AND "US", WE ARE GENERALLY REFERRING TO
WEATHERFORD INTERNATIONAL, INC. AND ITS SUBSIDIARIES AS A WHOLE OR ON A DIVISION
BASIS DEPENDING ON THE CONTEXT IN WHICH THE STATEMENTS ARE MADE.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC pursuant to the Securities Exchange Act of 1934. You
may inspect and copy those reports, proxy statements and other information at
the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room.
The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. You can also inspect and copy those reports,
proxy and information statements and other information at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which
our common stock is listed.
We have filed with the SEC a registration statement on Form S-3
covering the securities offered by this prospectus. This prospectus is only a
part of the registration statement and does not contain all of the information
in the registration statement. For further information on us and the securities
that may be offered, please review the registration statement and the exhibits
that are filed with it. Statements made in this prospectus that describe
documents may not necessarily be complete. We recommend that you review the
documents that we have filed with the registration statement to obtain a more
complete understanding of those documents.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus or in any
prospectus supplement. This prospectus incorporates by reference the documents
set forth below that we previously filed with the SEC. These documents contain
important information about us.
The following documents that we have filed with the SEC (File
No. 1-13086) are incorporated by reference into this prospectus:
o Our Annual Report on Form 10-K for the year ended December 31,
2000, as amended by Amendment Nos. 1 and 2 to Form 10-K on
Forms 10-K/A;
o Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2001;
o Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001;
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o Our Current Report on Form 8-K dated January 30, 2001;
o Our Current Report on Form 8-K dated February 9, 2001, as
amended by Amendment No. 1 to Form 8-K on Form 8-K/A;
o Our Current Report on Form 8-K dated April 19, 2001;
o Our Current Report on Form 8-K dated July 16, 2001;
o Our Current Report on Form 8-K dated August 13, 2001;
o Our Current Report on Form 8-K dated October 24, 2001;
o Our Current Report on Form 8-K dated November 6, 2001;
o Our Current Report on Form 8-K dated November 16, 2001;
o Our Current Report on Form 8-K dated November 30, 2001;
o Our Current Report on Form 8-K dated January 30, 2002; and
o The description of our common stock contained in our
Registration Statement on Form 8-A (filed May 19, 1994) and as
amended by our Registration Statement on Form S-3
(Registration No. 333-44272), including any amendment or
report filed for the purpose of updating such description.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
or after the date of the registration statement of which this prospectus forms a
part and prior to effectiveness of the registration statement will be deemed to
be incorporated in this prospectus by reference and will be a part of this
prospectus from the date of the filing of the document. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this prospectus modifies or supersedes that statement. Any
statement that is modified or superseded will not constitute a part of this
prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at 515
Post Oak Boulevard, Suite 600, Houston, Texas 77027, Attention: Secretary
(telephone number: (713) 693-4000). If you have any other questions regarding
us, please contact our Investor Relations Department in writing (515 Post Oak
Blvd., Suite 600, Houston, Texas 77027) or by telephone ((713) 693-4000) or
visit our world wide web site at http://www.weatherford.com.
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FORWARD-LOOKING STATEMENTS
This prospectus, our filings with the SEC and our public releases
contain statements relating to our future results, including certain projections
and business trends. These statements may constitute "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Certain risks and uncertainties may cause actual results to be materially
different from projected results contained in forward-looking statements in this
prospectus and in our other disclosures. These risks and uncertainties include,
but are not limited to, the following factors as well as the factors discussed
in the documents incorporated by reference into this prospectus:
o A downturn in market conditions could affect projected
results. Any material changes in oil and gas supply and demand
balance, oil and gas prices, rig count or other market trends
would affect our results and would likely affect the
forward-looking information provided by us. The oil and gas
industry is extremely volatile and subject to change based on
political and economic factors outside our control. In recent
periods there has been a general decrease in prices for oil
and natural gas, reflecting diminished demand attributable to
political and economic issues. In particular, the United
States economy and most foreign economies have weakened in
recent periods. An extended regional and/or worldwide
recession would result in further lower demand and lower
prices for oil and gas which would adversely affect our
revenues and income. At this time, we have assumed that
material declines will be limited to North and Latin America.
Furthermore, our forward-looking statements regarding our
drilling and completion products and services assume a modest
improvement in the international rig count in 2002 and that no
extended material declines in the the North American rig count
will occur.
o Our results are dependent upon our ability to react to the
current market environment. During the fourth quarter of 2001
and 2002 to date, we implemented a number of programs intended
to reduce costs and align our cost structure with the current
market environment. Our forward-looking statements assume
these measures will generate the savings expected and if the
markets continue to decline, that any additional actions we
pursue will be adequate to achieve the desired savings.
o A material disruption in our manufacturing could adversely
affect some divisions of our business. Our forward-looking
statements assume that any manufacturing expansion and
consolidation will be completed without any material
disruptions. If there are any disruptions or excess costs
associated with manufacturing changes, our results could be
adversely affected.
o Our success is dependent upon the integration of acquisitions.
During 2001, we consummated various acquisitions of product
lines and businesses, including the acquisition of Johnson
Screens. The success of our acquisitions will be dependent on
our ability to integrate the product lines and businesses with
our existing businesses and eliminate duplicative costs. We
incur various duplicative costs during the integration of the
operations of acquired businesses into our businesses. Our
forward-looking statements assume the successful integration
of the operations of the acquired businesses and their
contribution to our income during 2002. However, there can be
no assurance that the expected benefits of these acquisitions
will materialize. Integration of acquisitions is something
that cannot occur in the short-term and that requires constant
effort at the local level to be successful. Accordingly, there
can be no assurance as to the ultimate success of these
integration efforts.
o Our long-term growth strategy is dependent upon technological
advances. Our ability to succeed with our long-term growth
strategy is dependent in part on the technological
competitiveness of our products and services. A central aspect
of our growth strategy is to enhance the technology of our
current products and services, to obtain new
technologically-advanced value-added products through internal
research and development or acquisitions and to then expand
the markets for the technology through the leverage of our
worldwide infrastructure. These technological advances include
our underbalanced drilling technology, our expandable
technology, our rotary expansion systems and our recently
added production optimization and fiber optic sensor
technology. Our forward-looking statements have assumed
above-average growth from these new products and services in
2002.
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o Currency fluctuations could have a material adverse financial
impact on our business. A material decline in currency rates
in our markets could affect our future results as well as
affect the carrying values of our assets. World currencies
have been subject to much volatility. Our forward-looking
statements assume no material impact from future changes in
currencies.
o Changes in global trade policies could adversely impact our
operations. Changes in global trade policies could impact our
operations in these markets. We have assumed that there will
be no material changes in global trading policies.
o Unexpected litigation and legal disputes could have a material
adverse financial impact. If we experience unexpected
litigation or unexpected results in our existing litigation
that have a material effect on our financial results, the
accuracy of the forward-looking statements would be affected.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the SEC. For additional information regarding risks and
uncertainties, please read our other current filings with the SEC under the
Exchange Act and the Securities Act, particularly under "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Exposures" in
our Quarterly Report on Form 10-Q for our fiscal quarter ended September 30,
2001.
All subsequent written and oral forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
We undertake no obligation to publicly release the result of any revisions to
any such forward-looking statements that may be made to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.
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WEATHERFORD
Weatherford International, Inc. is a diversified international energy
service and manufacturing company that provides a variety of services and
equipment to the exploration, production and transmission sectors of the oil and
gas industry. Our operations are conducted in over 100 countries, and we have
more than 400 manufacturing and service and sales locations in nearly all of the
oil and natural gas producing regions in the world. We are among the leaders in
each of our primary markets, and our distribution and service network is one of
the most extensive in the industry.
Our business is divided into three principal operating divisions:
o DRILLING AND INTERVENTION SERVICES - This division provides a
wide range of oilfield products and services, including
fishing services, third-party and proprietary drilling
products, well installation services, cementing products and
underbalanced drilling and specialty pipeline services. We are
a leader in each of these markets.
o COMPLETION SYSTEMS - This division provides a wide range of
completion products and services, including packers, sand
control, flow control, expandable products, liner hangers,
inflatable packers and intelligent well technology. The
Completion Systems division maintains a growing share of the
world's completion market and offers leading proprietary and
patented technologies aimed at maximizing production.
o ARTIFICIAL LIFT SYSTEMS - This division designs, manufactures,
sells and services a complete line of artificial lift
equipment, including progressing cavity pumps, reciprocating
rod lift, gas lift, electrical submersible pumps and hydraulic
lift. It also provides products and services, which optimize
and automate well production management and allow for remote
well monitoring and control. It is the only organization in
the world that is able to provide all forms of artificial lift
used for the production of oil and gas.
In addition to the above operations, we also operated a Compression
Services division. In February 2001, we sold this division to a subsidiary of
Universal Compression Holdings, Inc. in exchange for 13.75 million shares of
Universal. Following the merger, Universal became the world's second largest
provider of natural gas compression services. Our ownership of Universal is
approximately 45%.
Our principal executive offices are located at 515 Post Oak Boulevard,
Suite 600, Houston, Texas 77027-3415. Our telephone number at that location is
(713) 693-4000.
RISK FACTORS
The securities to be offered by this prospectus may involve a high
degree of risk. When considering an investment in any of the securities, you
should consider carefully all of the risk factors described below and any risks
that may be set forth in the prospectus supplement relating to a specific
security.
LOW OIL AND GAS PRICES ADVERSELY AFFECT DEMAND FOR OUR PRODUCTS AND
SERVICES.
Low oil and gas prices adversely affect demand throughout the oil and
natural gas industry, including the demand for our products and services. As
prices decline, we are affected in two significant ways. First, the funds
available to our customers for the purchased of goods and services decline.
Second, exploration and drilling activity declines as marginally profitable
projects become uneconomic and either are delayed or eliminated. Accordingly,
when oil and gas prices are relatively low, our revenues and income will be
adversely affected.
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THE MARKET PRICE OF OUR COMMON STOCK MAY FLUCTUATE.
Historically, the market price of common stock of companies engaged in
the oil and gas industry has been highly volatile. Likewise, the market price of
our common stock has varied significantly in the past. News announcements and
changes in oil and natural gas prices, changes in the demand for oil and natural
gas exploration and changes in the supply and demand for oil and natural gas
have all been factors that have affected the price of our common stock.
CUSTOMER CREDIT RISKS COULD RESULT IN LOSSES.
The concentration of our customers in the energy industry may impact
our overall exposure to credit risk, either positively or negatively, in that
customers may be similarly affected by prolonged changes in economic and
industry conditions. We perform ongoing credit evaluations of our customers and
do not generally require collateral in support of our trade receivables. We
maintain reserves for potential credit losses and, generally, actual historical
losses have been consistent with our expectations.
UNINSURED JUDGMENTS OR A RISE IN INSURANCE PREMIUMS COULD ADVERSELY
IMPACT OUR RESULTS.
Although we maintain insurance to cover potential claims and losses, we
could become subject to a judgement for which we are not adequately insured.
Additionally, the recent terrorist attacks that occurred in the U.S. may
adversely impact our ability to obtain insurance or impact the cost of such
insurance, which may adversely impact our results of operations.
UNINSURED CLAIMS AND LITIGATION COULD ADVERSELY IMPACT OUR RESULTS.
In the ordinary course of business, we become the subject of various
claims and litigation. We maintain insurance to cover many of our potential
losses and we are subject to various self-retentions and deductibles with
respect to our insurance. Although we are subject to various ongoing items of
litigation, we do not believe that any of the items of litigation that we are
currently subject to will result in any material uninsured losses to us. It is,
however, possible that an unexpected judgment could be rendered against us in
cases in which we could be uninsured and beyond the amounts that we currently
have reserved or anticipate incurring.
We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim which would likely have a material
adverse effect on our business, it is always possible that an environmental
claim with respect to one or more of our current businesses or a business or
property that one of our predecessors owned or used could arise and could
involve the expenditure of a material amount of funds.
A TERRORIST ATTACK COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESSES.
The terrorist attacks that took place in the U.S. on September 11, 2001
were unprecedented events that have created many economic and political
uncertainties, some of which may materially impact our businesses. The long-term
effects of the September 11, 2001 attacks on our businesses are unknown. The
potential for future terrorist attacks, the national and international responses
to terrorist attacks, and other acts of war or hostility have created many
economic and political uncertainties, which could adversely affect our
businesses for the short or long-term in ways that cannot presently be
predicted.
WE HAVE SIGNIFICANT FOREIGN OPERATIONS THAT WOULD BE ADVERSELY IMPACTED
IN THE EVENT OF POLITICAL DISRUPTION OR WAR.
Like most multinational oilfield service companies, we have operations
in certain international areas, including parts of the Middle East, North and
West Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States that are inherently subject to risks of war, political
disruption, civil disturbance and policies that may:
o disrupt oil and gas exploration and production activities;
o negatively impact results of operations;
o restrict the movement of funds;
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o inhibit our ability to collect receivables;
o lead to U.S. government or international sanctions; and
o limit access to markets for periods of time.
OUR SIGNIFICANT OPERATIONS IN FOREIGN COUNTRIES EXPOSE US TO CURRENCY
FLUCTUATION RISKS.
Approximately 28.0% of our net assets are located outside the U.S. and
are carried on our books in local currencies of this amount. Changes in those
currencies in relation to the U.S. dollar result in translation adjustments
which are reflected as accumulated other comprehensive loss in the stockholders'
equity section on our balance sheet. We recognize remeasurement and
transactional gains and losses on currencies in our Consolidated Condensed
Statements of Income. Such remeasurement and transactional gains and losses may
adversely impact our results of operations.
In certain foreign countries a component of our cost structure is U.S.
dollar denominated, whereas our revenues are local currency based, therefore a
devaluation of the local currency would adversely impact our operating margins.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement, we will use the
net proceeds received by us from the sale of the securities offered by this
prospectus to finance acquisitions, refinance certain existing indebtedness and
for general corporate purposes. We may invest funds not required immediately for
such purposes in marketable securities and short-term investments.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed charges
on a consolidated basis for the periods shown. You should read these ratios of
earnings to fixed charges in connection with our consolidated financial
statements, including the notes to those statements, incorporated by reference
in this prospectus. We have no preferred stock dividend obligations, accordingly
our ratios of earnings to combined fixed charges and preferred stock dividend
requirements would be the same as our ratios of earnings to fixed charges set
forth below.
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
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1996 1997 1998 1999 2000 SEPTEMBER 30, 2001
---- ---- ---- ---- ---- ------------------
Ratio of Earning to Fixed Charges.. 3.46x 6.00x -- 1.52x 1.99x 5.06x
For the year ended December 31, 1998, earnings before fixed charges
were inadequate to cover fixed charges by $6.7 million.
For purposes of computing the ratio of earnings to fixed charges,
earnings are divided by fixed charges. "Earnings" represent the aggregate of (a)
our earnings (loss) before income taxes, minority interest, extraordinary
charges and discontinued operations and (b) fixed charges, net of interest
capitalized. "Fixed charges" represent interest (whether expensed or
capitalized), the amortization of capitalized debt costs and original issue
discount and that portion of rental expense on operating leases deemed to be the
equivalent of interest.
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DESCRIPTION OF DEBT SECURITIES
Any debt securities we offer under a prospectus supplement will be
direct unsecured general obligations. The debt securities will be either senior
debt securities or subordinated debt securities (and may include medium-term
notes, or MTNs). The debt securities will be issued under one or more separate
indentures between us and a banking or financial institution, as trustee. Senior
debt securities will be issued under a senior indenture and subordinated debt
securities will be issued under a subordinated indenture. Together the senior
indenture and the subordinated indenture are called "indentures."
We have summarized selected provisions of the indentures below. The
following summary is a description of the material provisions of the indentures.
It does not restate those agreements in their entirety. We urge you to read each
of the indentures because, each one, and not this description, defines the
rights of holders of debt securities. A senior indentures and a subordinated
indenture have been filed as exhibits to this registration statement.
GENERAL
The debt securities will be our direct, unsecured obligations. The
senior debt securities will rank equally with all of our other senior and
unsubordinated debt. The subordinated debt securities will have a junior
position to all of our senior debt.
We conduct a substantial part of our operations through our
subsidiaries. To the extent of such operations, holders of debt securities will
have a position junior to the prior claims of creditors of our subsidiaries,
including trade creditors, debtholders, secured creditors, taxing authorities
and guarantee holders, and any preferred stockholders, except to the extent that
we may ourself be a creditor with recognized claims against any subsidiary. Our
ability to pay the principal, premium, if any, and interest on any debt
securities is, to a large extent, dependent upon the payment to us of dividends,
debt principal and interest or other charges by our subsidiaries.
A prospectus supplement and an indenture relating to any series of debt
securities being offered will include specific terms relating to the offering.
These terms will include some or all of the following:
o The title and type of the debt securities;
o The total principal amount of the debt securities;
o The percentage of the principal amount at which the debt
securities will be issued and any payments due if the maturity
of the debt securities is accelerated;
o The dates on which the principal of the debt securities will
be payable;
o The interest rate which the debt securities will bear and the
interest payment dates for the debt securities;
o Any conversion or exchange features;
o Any optional redemption periods;
o Any sinking fund or other provisions that would obligate us to
repurchase or otherwise redeem some or all of the debt
securities;
o Any provisions granting special rights to holders when a
specified event occurs;
o Any changes to or additional events of default or covenants;
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o Any special tax implications of the debt securities, including
provisions for original issue discount securities, if offered;
and
o Any other terms of the debt securities.
None of the indentures will limit the amount of debt securities that
may be issued. Each indenture will allow debt securities to be issued up to the
principal amount that may be authorized by us and may be in any currency or
currency unit designated by us.
Debt securities of a series may be issued in registered, coupon or
global form.
DENOMINATIONS
The prospectus supplement for each issuance of debt securities will
state that the securities will be issued in registered form of $1,000 each or
multiples thereof.
SUBORDINATION
Under a subordinated indenture, payment of the principal, interest and
any premium on the subordinated debt securities will generally be subordinated
and junior in right of payment to the prior payment in full of all senior debt.
The subordinated indenture will provide that no payment of principal, interest
and any premium on the subordinated debt securities may be made in the event:
o of any insolvency, bankruptcy or similar proceeding involving
us or our property, or
o we fail to pay the principal, interest, any premium or any
other amounts on any senior debt when due.
The subordinated indenture will not limit the amount of senior debt
that we may incur.
"Senior debt" includes all notes or other unsecured evidences of
indebtedness, including guarantees given by us, for money borrowed by us, not
expressed to be subordinate or junior in right of payment to any of our other
indebtedness.
MERGERS AND SALE OF ASSETS
Each indenture will provide that we may not consolidate with or merge
into any other person or convey, transfer or lease our properties and assets
substantially as an entirety to another person, unless:
o the successor person assumes all of our obligations under the
indentures; and
o we or the successor person will not immediately be in default
under the indentures.
Upon the assumption of our obligations by a successor, subject to
certain exceptions, we will be discharged from all obligations under the
indentures.
MODIFICATION OF INDENTURES
Each indenture will provide that our rights and obligations and the
rights of the holders may be modified with the consent of the holders of a
majority in aggregate principal amount of the outstanding debt securities of
each series affected by the modification. No modification of the principal or
interest payment terms, and no modification reducing the percentage required for
modifications, will be effective against any holder without its consent.
EVENTS OF DEFAULT
"Event of default," when used in an indenture, will mean any of the
following:
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o failure to pay the principal of or any premium on any debt
security when due;
o failure to deposit any sinking fund payment when due;
o failure to pay interest on any debt security for 30 days;
o failure to perform any other covenant in the indenture that
continues for 90 days after being given written notice;
o certain events in bankruptcy, insolvency or reorganization of
us; or
o any other event of default included in any indenture or
supplemental indenture.
An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under an indenture. The trustee may withhold notice to the
holders of debt securities of any default (except in the payment of principal or
interest) if it considers such withholding of notice to be in the best interests
of the holders.
If an event of default for any series of debt securities occurs and
continues, the trustee or the holders of a specified percentage in aggregate
principal amount of the debt securities of the series may declare the entire
principal of all the debt securities of that series to be due and payable
immediately. If this happens, subject to certain conditions, the holders of a
specified percentage of the aggregate principal amount of the debt securities of
that series can void the declaration.
Other than its duties in case of a default, a trustee is not obligated
to exercise any of its rights or powers under any indenture at the request,
order or direction of any holders, unless the holders offer the trustee
reasonable indemnity. If they provide this reasonable indemnification, the
holders of a majority in principal amount of any series of debt securities may
direct the time, method and place of conducting any proceeding or any remedy
available to the trustee, or exercising any power conferred upon the trustee,
for any series of debt securities.
COVENANTS
Under the indentures, we will:
o pay the principal of, interest and any premium on, the debt
securities when due;
o maintain a place of payment;
o deliver a report to the trustee at the end of each fiscal year
reviewing our obligations under the indentures; and
o deposit sufficient funds with any paying agent on or before
the due date for any principal, interest or premium.
We have also agreed to the following covenants relating to limitations
on liens and restrictions on sale-and-leaseback transactions.
LIMITATION ON LIENS
The senior indenture provides that we will not, nor will we permit any
subsidiary to, create, assume, incur or suffer to exist any lien upon any
principal property, whether owned or leased on the date of the senior indenture
or thereafter acquired, to secure any of our debt or any other person (other
than the senior debt securities issued under the senior indenture), without
causing all of the debt securities outstanding under the applicable indenture to
be
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secured equally and ratably with, or prior to, the new debt so long as new debt
is secured. This restriction does not prohibit us from creating the following:
o certain liens existing, or provided for under the terms of
existing agreements, on the date that any debt securities
are issued under the senior indenture;
o liens on current assets to secure current liabilities;
o certain liens that are created within one year after
acquisition, completion and/or commencement of commercial
operation on, property acquired, constructed, altered or
improved by us or any of our subsidiaries;
o certain preexisting liens on any property acquired and liens
on property of a subsidiary existing at the time it became our
subsidiary;
o liens in favor of us or our subsidiaries;
o certain liens in favor of governmental bodies to secure
progress, advance or other payments;
o liens on any property securing indebtedness incurred for the
purpose of financing the purchase price or the cost of
constructing, installing or improving the property;
o liens on any property securing indebtedness issued or
guaranteed by governmental bodies; and
o any extension, renewal or replacement of the foregoing.
Notwithstanding the foregoing, under the senior indenture we may, and
may permit any subsidiary to, issue, assume or guarantee secured indebtedness
which would otherwise be subject to the foregoing restrictions, in an aggregate
amount which, other with all other such secured indebtedness, does not exceed
15% of our consolidated net worth. For purposes of this paragraph, "consolidated
net worth" means the amount of total stockholders' equity shown in our most
recent consolidated statement of our financial position.
SALE-AND-LEASEBACK TRANSACTIONS
The senior indenture provides that we will not, and we will not permit
any of our subsidiaries to, enter into any sale-and-leaseback transaction
unless:
o at the time of entering into such sale and leaseback
transaction, we or our subsidiary would be entitled under the
indentures to mortgage the property under the indentures for
an amount equal to the proceeds of the sale-and-leaseback
transaction without equally and ratably securing the notes in
compliance with the exceptions to the liens covenant in the
indentures;
o within a period commencing six months prior to the
consummation of the sale-and-leaseback transaction and ending
six months after the consummation of such transaction, we or
our subsidiary expend an amount equal to all or a portion of
the net proceeds of such sale and leaseback transaction for
property used or to be used in the ordinary course of our or
our subsidiaries' businesses, and we have elected to designate
that amount as a credit against such sale and leaseback
transaction, with any such amount not so designated to be
applied as set forth in the next paragraph; or
o during the 12-month period after the effective date of the
sale-and-leaseback transaction, we apply to the retirement of
the notes or any of our pari passu indebtedness:
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o an amount equal to the proceeds of the property sold in the
sale-and-leaseback transaction, which shall not be less than
the fair value of such property at the time of entering into
such sale-and-leaseback transaction, less
o an amount equal to the principal amount of the notes and pari
passu indebtedness retired by us within that 12-month period
and not designated as a credit against any other
sale-and-leaseback transaction by us or any of our
subsidiaries during that period.
PAYMENT AND TRANSFER
Principal, interest and any premium on fully registered securities will
be paid at designated places. Payment will be made by check mailed to the
persons in whose names the debt securities are registered on days specified in
the indentures or any prospectus supplement. Debt securities payments in other
forms will be paid at a place designated by us and specified in a prospectus
supplement.
Fully registered securities may be transferred or exchanged at the
corporation trust office of the trustee or at any other office or agency
maintained by us for such purposes, without the payment of any service charge
except for any tax or governmental charge.
GLOBAL SECURITIES
Certain series of the debt securities may be issued as permanent global
debt securities to be deposited with a depositary with respect to that series.
Unless otherwise indicated in the prospectus supplement, the following is a
summary of the depository arrangements applicable to debt securities issued in
permanent global form and for which The Depositary Trust Company, or DTC, acts
as depositary.
Each global debt security will be deposited with, or on behalf of, DTC,
as depositary, or its nominee and registered in the name of a nominee of DTC.
Except under the limited circumstances described below, global debt securities
are not exchangeable for definitive certificated debt securities.
Ownership of beneficial interests in a global debt security is limited
to institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. In addition, ownership of
beneficial interests by participants in a global debt security will be evidenced
only by, and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for a global debt security.
Ownership of beneficial interests in a global debt security by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through,
records maintained by that participant. DTC has no knowledge of the actual
beneficial owners of the debt securities. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statement of their holdings, from the participants through
which the beneficial owners entered the transaction. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in a global debt security.
Payment of principal of, and interest on, debt securities represented
by a global debt security registered in the name of or held by DTC or its
nominee will be made to DTC or its nominee, as the case may be, as the
registered owner and holder of the global debt security representing the debt
securities. We have been advised by DTC that upon receipt of any payment of
principal of, or interest on, a global debt security, DTC will immediately
credit accounts of participants on its book-entry registration and transfer
system with payments in amounts proportionate to their respective beneficial
interests in the principal amount of that global debt security as shown in the
records of DTC. Payments by participants to owners of beneficial interests in a
global debt security held through those participants will be governed by
standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the sole responsibility of those participants,
subject to any statutory or regulatory requirements that may be in effect from
time to time.
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Neither we, any trustee nor any of our respective agents will be
responsible for any aspect of the records of DTC, any nominee or any participant
relating to, or payments made on account of, beneficial interests in a permanent
global debt security or for maintaining, supervising or reviewing any of the
records of DTC, any nominee or any participant relating to such beneficial
interests.
A global debt security is exchangeable for definitive debt securities
registered in the name of, and a transfer of a global debt security may be
registered to, any person other than DTC or its nominee, only if:
o DTC notifies us that it is unwilling or unable to continue as
depositary for that global debt security or at any time DTC
ceases to be registered under the Exchange Act;
o we determine in our discretion that the global debt security
shall be exchangeable for definitive debt securities in
registered form; or
o there shall have occurred and be continuing an event of
default or an event which, with notice or the lapse of time or
both, would constitute an event of default under the debt
securities.
Any global debt security that is exchangeable pursuant to the preceding
sentence will be exchangeable in whole for definitive debt securities in
registered form, of like tenor and of an equal aggregate principal amount as the
global debt security, in denominations of $1,000 and integral multiples thereof.
The definitive debt securities will be registered by the registrar in the name
or names instructed by DTC. We expect that these instructions may be based upon
directions received by DTC from its participants with respect to ownership of
beneficial interests in the global debt security.
Except as provided above, owners of the beneficial interests in a
global debt security will not be entitled to receive physical delivery of debt
securities in definitive form and will not be considered the holders of debt
securities for any purpose under the indentures. No global debt security shall
be exchangeable except for another global debt security of like denomination and
tenor to be registered in the name of DTC or its nominee. Accordingly, each
person owning a beneficial interest in a global debt security must rely on the
procedures of DTC and, if that person is not a participant, on the procedures of
the participant through which that person owns its interest, to exercise any
rights of a holder under the global debt security or the indentures.
We understand that, under existing industry practices, in the event
that we request any action of holders, or an owner of a beneficial interest in a
global debt security desires to give or take any action that a holder is
entitled to give or take under the debt securities or the indentures, DTC would
authorize the participants holding the relevant beneficial interest to give or
take that action, and those participants would authorize beneficial owners
owning through those participants to give or take that action or would otherwise
act upon the instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered under the Exchange Act. DTC
was created to hold securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants in
those securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
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DEFEASANCE
We will be discharged from our obligations on the debt securities of
any series at any time if we deposit with the trustee sufficient cash or
government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity date or a redemption date of the debt securities
of the series. If this happens, the holders of the debt securities of the series
will not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities.
Under Federal income tax law as of the date of this prospectus, a
discharge may be treated as an exchange of the related debt securities. Each
holder might be required to recognize gain or loss equal to the difference
between the holder's cost or other tax basis for the debt securities and the
value of the holder's interest in the trust. Holders might be required to
include as income a different amount than would be includable without the
discharge. Prospective investors are urged to consult their own tax advisers as
to the consequences of a discharge, including the applicability and effect of
tax laws other than the Federal income tax law.
GOVERNING LAW
Each indenture and the debt securities will be governed by and
construed in accordance with the laws of the State of New York.
NOTICES
Notices to holders of debt securities will be given by mail to the
addresses of such holders as they appear in the security register for such debt
securities.
NO PERSONAL LIABILITY OF OFFICERS, DIRECTORS, EMPLOYEES OR STOCKHOLDERS
No director, officer, employee or stockholder, as such, of ours or any
of our affiliates shall have any personal liability in respect of our
obligations under any indenture or the debt securities by reason of his, her or
its status as such.
DESCRIPTION OF EQUITY SECURITIES
As of the date of this prospectus, we are authorized to issue up to
250,000,000 shares of common stock, par value $1.00 per share, and up to
3,000,000 shares of preferred stock, par value $1.00 per share. As of January
31, 2002, we had 118,352,498 shares of common stock and no shares of preferred
stock outstanding. As of that date, we also had approximately 38.4 million
shares of common stock reserved for issuance in connection with options or
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other awards outstanding under various employee or director incentive,
compensation and option plans, and for issuance pursuant to conversions of our
5% Convertible Subordinated Preferred Equivalent Debentures due 2027 and our
Zero Coupon Convertible Senior Debentures due 2020.
The following is a summary of the key terms and provisions of our
equity securities. You should refer to the applicable provisions of our
certificate of incorporation, as amended, our bylaws, the Delaware General
Corporation Law and the documents we have incorporated by reference for a
complete statement of the terms and rights of our capital stock.
COMMON STOCK
Subject to the rights of the holders of any outstanding shares of our
preferred stock that may be outstanding from time to time and to those rights
provided by law:
o dividends may be declared and paid or set apart for payment
upon our common stock out of any of our assets or funds
legally available for the payment of dividends and may be
payable in cash, stock or otherwise;
o the holders of our common stock have the exclusive right to
vote for the election of directors and, except as provided
below, on all other matters requiring stockholder action
generally, with each share being entitled to one vote; and
o upon our voluntary or involuntary liquidation, dissolution or
winding up, our net assets will be distributed pro rata to the
holders of our common stock in accordance with their
respective rights and interests to the exclusion of the
holders of any outstanding shares of our preferred stock.
Although the holders of our common stock are generally entitled to vote
for the approval of amendments to our certificate of incorporation, an amendment
to our certificate of incorporation that would solely modify or change the
relative powers, preferences and rights and the qualifications or restrictions
of any issued shares of any series of our preferred stock then outstanding
generally would not require a vote by our common stockholders.
Holders of our common stock do not have any cumulative voting,
redemption or conversion rights and have no preemptive rights to subscribe for,
purchase or receive any class of our shares or our other securities. Holders of
our common stock have no fixed dividend rights. Dividends may be declared by our
board of directors at its discretion depending on various factors, although no
dividends are anticipated for the foreseeable future.
Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by us of stock or any transaction from which
the director derived an improper personal benefit. Our certificate of
incorporation, as amended, provides that our directors are not liable to the
Company or its stockholders for monetary damages for breach of their fiduciary
duty, subject to the above described exceptions specified by Delaware law.
As a Delaware corporation, we are subject to Section 203 of the
Delaware General Corporation Law, or the DGCL. In general, Section 203 prevents
an "interested stockholder" (defined generally as a person owning 15% or more of
a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined) with the Company for three years following the time
such person became an interested stockholder unless:
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o before such person became an interested stockholder, our board
of directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination;
o upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of our voting stock outstanding
at the time the transaction commenced (excluding stock held by
our directors who are also officers and by our employee stock
plans, if any, that do not provide employees with the rights
to determine confidentiality whether shares held subject to
the plan will be tendered in a tender or exchange offer); or
o following the transaction in which such person became an
interested stockholder, the business combination is approved
by our board of directors and authorized at a meeting of our
stockholders by the affirmative vote of the holders of
two-thirds of our outstanding voting stock not owned by the
interested stockholder. Under Section 203, the restrictions
described above also do not apply to certain business
combinations proposed by an interested stockholder following
the announcement or notification of one of certain
extraordinary transactions involving the company and a person
who had not been an interested stockholder during the previous
three years or who became an interested stockholder with the
approval of a majority of our directors, if such extraordinary
transaction is approved or not opposed by a majority of our
directors who were directors prior to any person becoming an
interested stockholder during the previous three years or were
recommended for election or elected to succeed such directors
by a majority of such directors.
The registrar and transfer agent for our common stock is American Stock
Transfer and Trust Company, New York, New York.
PREFERRED STOCK
Our board of directors can, without approval of our stockholders, issue
one or more series of preferred stock and determine the number of shares of each
series and the rights, preferences and limitations of each series by appropriate
board resolutions. The following description of the terms of the preferred stock
sets forth some of the general terms and provisions of our authorized preferred
stock. If we offer preferred stock, the terms may include the following:
o the series, the number of shares offered and the liquidation
value of the preferred stock;
o the price at which the preferred stock will be issued;
o the dividend rate, if any, the dates on which the dividends
will be payable and other terms relating to the payment of
dividends on the preferred stock;
o the liquidation preference of the preferred stock;
o the voting rights of the preferred stock;
o whether the preferred stock is redeemable, optionally or
mandatorily, or subject to a sinking fund, and the terms of
any redemption or sinking fund;
o whether the preferred stock is convertible into, or
exchangeable for, any other securities, and the terms of any
conversion; and
o any additional rights, preferences, qualifications,
limitations and restrictions of the preferred stock.
This description of the terms of the preferred stock is not complete
and will be subject to and qualified by the certificate of designation relating
to any applicable series of preferred stock.
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Undesignated preferred stock may enable our board of directors to
render more difficult or to discourage an attempt to obtain control of us by
means of a tender offer, proxy contest, merger or otherwise, and to thereby
protect the continuity of our management. As a result, the issuance of shares of
a series of preferred stock may discourage bids for our common stock or may
otherwise adversely affect the market price of our common stock or any other of
our preferred stock. The issuance of shares of preferred stock may also
adversely affect the rights of the holders of our common stock. For example, any
preferred stock issued may rank prior to our common stock as to dividend rights,
liquidation preference or both, may have full or limited voting rights and may
be convertible into shares of common stock or other securities.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt or equity securities or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any warrants to be
issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms
of any warrants in respect of which this prospectus is being delivered:
o the title of such warrants;
o the aggregate number of such warrants;
o the price or prices at which such warrants will be issued;
o the currency or currencies, in which the price of such
warrants will be payable;
o the securities or other rights, including rights to receive
payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies,
securities or indices, or any combination of the foregoing,
purchasable upon exercise of such warrants;
o the price at which and the currency or currencies in which the
securities or other rights purchasable upon exercise of such
warrants may be purchased;
o the date on which the right to exercise such warrants shall
commence and the date on which such right shall expire;
o if applicable, the minimum or maximum amount of such warrants
which may be exercised at any one time;
o if applicable, the designation and terms of the securities
with which such warrants are issued and the number of such
warrants issued with each such security;
o if applicable, the date on and after which such warrants and
the related securities will be separately transferable;
information with respect to book-entry procedures, if any;
o if applicable, a discussion of any material United States
Federal income tax considerations; and any other terms of such
warrants, including terms, procedures and limitations relating
to the exchange and exercise of such warrants.
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DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue
units consisting of one or more warrants, debt securities, shares of preferred
stock, shares of common stock or any combination of such securities.
The applicable prospectus supplement will describe:
o the terms of the units and of any of the warrants, debt
securities, preferred stock and common stock comprising the
units, including whether and under what circumstances the
securities comprising the units may be traded separately;
o a description of the terms of any unit agreement governing the
units; and
o a description of the provisions for the payment, settlement,
transfer or exchange of the units.
PLAN OF DISTRIBUTION
We may sell the securities through agents, through underwriters or
dealers, or directly to one or more purchasers.
BY AGENTS
We may designate agents to solicit offers to purchase our securities.
We will name any agent involved in offering or selling our securities, and any
commissions that we will pay to the agent, in a prospectus supplement. Unless we
indicate otherwise in our prospectus supplement, our agents will act on a best
efforts basis for the period of their appointment. Our agents may be deemed to
be underwriters under the Securities Act of any of our securities that they
offer or sell.
BY UNDERWRITERS OR DEALERS
If underwriters are used in the sale, the securities will be acquired
by the underwriters for their own account. The underwriters may resell the
securities in one or more transactions (including block transactions), at
negotiated prices, at a fixed public offering price or at varying prices
determined at the time of sale. We will include the names of the managing
underwriter(s), as well as any other underwriters, and the terms of the
transaction, including the compensation the underwriters and dealers will
receive, in our prospectus supplement. If we use an underwriter, we will execute
an underwriting agreement with the underwriter(s) at the time that we reach an
agreement for the sale of our securities. The obligations of the underwriters to
purchase the securities will be subject to certain conditions. The underwriters
will be obligated to purchase all the securities of the series offered if any of
the securities are purchased. Any public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time to
time. The underwriters will use a prospectus supplement to sell our securities.
If we use a dealer, we, as principal, will sell our securities to the
dealer. The dealer will then sell our securities to the public at varying prices
that the dealer will determine at the time it sells our securities. We will
include the name of the dealer and the terms of our transactions with the dealer
in our prospectus supplement.
DIRECT SALES
We may directly solicit offers to purchase our securities, and we may
directly sell our securities to institutional or other investors. In this case,
no underwriters or agents would be involved. We will describe the terms of our
direct sales in our prospectus supplement.
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GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution
of the securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the securities by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents will
be identified and their compensation described in a prospectus supplement.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
business.
Other than common stock, all securities offered under this prospectus
will be a new issue of securities with no established trading market. Any
underwriter to whom securities are sold by us for public offering and sale may
make a market in such securities, but such underwriters will not be obligated to
do so and may discontinue any market making at any time without notice. The
securities may or may not be listed on a national securities exchange or a
foreign securities exchange, except for the common stock which is currently
listed and traded on the NYSE. Any common stock sold by this prospectus will be
listed for trading on the NYSE subject to official notice of issuance. We cannot
give you any assurance as to the liquidity of or the trading markets for any
securities.
LEGAL MATTERS
The validity of the securities will be passed upon for us by Andrews &
Kurth, Mayor, Day, Caldwell & Keeton, L.L.P., Houston, Texas. If the securities
are being distributed in an underwritten offering, the validity of the
securities will be passed upon for the underwriters by counsel identified in the
related prospectus supplement.
EXPERTS
The consolidated financial statements of Weatherford International,
Inc. and the related consolidated financial statement schedule incorporated by
reference in this prospectus and elsewhere in the registration statement, to the
extent and for the periods indicated in their report, have been audited by
Arthur Andersen LLP, independent public accountants, and are incorporated by
reference in reliance upon the authority of said firm as experts in giving said
reports.
-19-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
selling or underwriting discounts and commissions, to be incurred by us in
connection with the issuance and distribution of the securities being
registered. All amounts shown other than the Securities and Exchange Commission
registration fee are estimated.
Securities and Exchange Commission registration fee ........................................... $ 69,000
Blue Sky expenses, including legal fees ....................................................... $ 5,000
Printing and engraving expenses ............................................................... $ 50,000
Legal fees and expenses ....................................................................... $ 50,000
Trustee fees and expenses...................................................................... $ 25,000
Rating agency fees ............................................................................ $ 10,000
Accounting fees and expenses................................................................... $ 50,000
Miscellaneous ................................................................................. $ 1,000
--------
Total .................................................................................... $260,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the director's duty of loyalty,
acts or omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to the Registrant or its
stockholders for monetary damages for breach of their fiduciary duty, subject to
the described exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.,
constitute two of the eight members of the Board of Directors of the Registrant.
Under the restated certificates of incorporation, as amended to date, of Lehman
Brothers and its parent, Lehman Brothers Holdings Inc., both Delaware
corporations, Messrs. Butters and Millard, in their capacity as directors of the
Registrant, are to be indemnified by Lehman Brothers and Lehman Brothers
Holdings to the fullest extent permitted by Delaware law. Messrs. Butters and
Millard are serving as directors of the Registrant at the request of Lehman
Brothers and Lehman Brothers Holdings.
II-1
Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes. Messrs. Butters
and Millard are insured against certain liabilities, which they may incur in
their capacity as directors pursuant to insurance maintained by Holdings.
ITEM 16. EXHIBITS
EXHIBIT NO. EXHIBIT
----------- -------
1.1 -- Form of Debt Securities Underwriting Agreement.*
1.2 -- Form of Equity Securities Underwriting Agreement.*
1.3 -- Form of Underwriting Agreement related to Weatherford
Warrants or Units.*
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to
Exhibit No. 3.1 to Form 10-K (File 1-13086) filed March
30, 1999).
3.2 -- By-laws of the registrant, as amended (incorporated by
reference to Exhibit No. 3.2 to Form 8-K (File 1-3086)
filed June 2, 1998).
3.3 -- Certificate of Designation of the registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated
by reference to Exhibit 3.3 to Registration Statement on
Form S-3 (Reg. No. 333-41344)).
4.1 -- See Exhibits numbered 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
By-laws of the Registrant defining the rights of the
holders of Common Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May
27, 1998, among EVI, Inc., EVI Oil Tools Canada Ltd.,
Chase Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank,
N.V., as Syndication Agent, and the other Lenders
defined therein, including the forms of Notes
(incorporated by reference to Exhibit No. 4.1 to Form
8-K (File 1-13086) filed June 16, 1998).
4.3 -- Indenture dated as of October 15, 1997, between EVI,
Inc. and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit No. 4.13 to
Registration Statement on Form S-3 (Reg. No.
333-45207)).
4.4 -- First Supplemental Indenture dated as of October 28,
1997, between EVI, Inc. and The Chase Manhattan Bank, as
Trustee (including Form of Debenture) (incorporated by
reference to Exhibit 4.2 to Form 8-K (File 1-13086)
filed November 5, 1997).
4.5 -- Registration Rights Agreement dated November 3, 1997, by
and among EVI, Inc., Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., Prudential Securities Incorporated and Schroder &
Co. Inc. (incorporated by reference to Exhibit 4.3 to
Current Report on Form 8-K (File 1-13086) filed November
5, 1997).
4.6 -- Indenture dated May 17, 1996, between Weatherford
Enterra, Inc. and Bank of Montreal Trust Company, as
Trustee (incorporated by reference to Exhibit 4.1 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.7 -- First Supplemental Indenture dated and effective as of
May 27, 1998, between EVI Weatherford, Inc., the
successor by merger to Weatherford Enterra, Inc., and
Bank of Montreal Trust Company, as Trustee (incorporated
by reference to Exhibit 4.1 to Weatherford Enterra,
Inc.'s Current Report on Form 8-K (File No. 1-7867)
filed June 2, 1996).
4.8 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.9 -- Registration Rights Agreement, dated as of February 9,
2001, between WEUS Holding, Inc. and Universal
Compression Holdings, Inc. (incorporated by reference to
Exhibit 4.3 to the
II-2
Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 001-15843) filed on February
14, 2001).
4.10 -- Second Supplemental Indenture dated June 30, 2000,
between Weatherford International, Inc. and The Bank of
New York, as successor trustee to Bank of Montreal Trust
(including form of Debenture) (incorporated by reference
to Exhibit 4.1 to Current Report on Form 8-K (File No.
1-13086) filed July 10, 2000).
4.11 -- Third Supplemental Indenture dated November 16, 2001,
between Weatherford International, Inc. and The Bank of
New York, as Trustee (incorporated by reference to
Exhibit 4.11 to Registration Statement on Form S-3 (Reg.
No. 333-73770) filed on November 20, 2001).
4.12 -- Registration Rights Agreement dated June 30, 2000,
between Weatherford International, Inc. and Morgan
Stanley & Co. Incorporated (incorporated by reference to
Exhibit 4.2 to Current Report on Form 8-K (File No.
1-13086) filed July 10, 2000).
4.13 -- Credit Agreement dated April 26, 2001, among Weatherford
International, Inc., Weatherford Eurasia Limited,
Weatherford Eurasia B.V., Bank One, NA, as
Administrative Agent and Lender, The Royal Bank of
Scotland plc, as Documentation Agent and Lender, Royal
Bank of Canada, as Syndication Agent and Lender, ABN
AMRO Bank N.V., as Syndication Agent and Lender, Banc
One Capital Markets, Inc., as Lead Arranger and Sole
Book Runner, and the other Lenders defined therein
(incorporated by reference to Exhibit 4.4 to
Registration Statement on Form S-3 (Reg. No. 333-60648)
filed on May 10, 2001).
4.14 -- Sale Agreement dated July 2, 2001, among Weatherford
Artificial Lift Systems, Inc., Weatherford U.S., L.P.
and each of their U.S. affiliates who become
Originators, as Sellers, and W1 Receivables, L.P., as
Purchaser (incorporated by reference to Exhibit 4.1 to
our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 (File No. 1-13086)).
4.15 -- Purchase Agreement dated July 2, 2001, among W1
Receivables, L.P., as Seller, Weatherford International,
Inc., as Servicer, and Jupiter Securitization
Corporation and Bank One, NA (Main Office Chicago), as
Agents (incorporated by reference to Exhibit 4.2 to our
Quarterly Report on Form 10-Q for the quarter ended June
30, 2001 (File No. 1-13086)).
4.16 -- Registration Rights Agreement dated November 16, 2001,
among Weatherford International, Inc. and Credit Suisse
First Boston Corporation and Lehman Brothers Inc., on
behalf of the Initial Purchasers (incorporated by
reference to Exhibit 4.16 to Registration Statement on
Form S-3 (Reg. No. 333-73770) filed on November 20,
2001).
4.17 -- Registration Rights Agreement dated December 19, 2001 by
and among Weatherford ER Acquireco Inc., Weatherford
International Inc., A. Lynn Biluk, Jamie E. Biluk, N.
Scott A. Biluk and Tracey L. Biluk (incorporated by
reference to Exhibit 4.17 to Registration Statement on
Form S-3 (Reg. No. 333-82634) filed on February 12,
2002).
4.18 -- Exchange Rights Agreement dated December 19, 2001, by
and among Weatherford International, Inc., Weatherford
Canada Ltd., Weatherford ER Acquireco Inc., Jamie E.
Biluk, N. Scott A. Biluk, A. Lynn Biluk and Tracy L.
Biluk (incorporated by reference to Exhibit 4.18 to
Registration Statement on Form S-3 (Reg. No. 333-82634)
filed on February 12, 2002).
4.19 -- Form of Senior Indenture (including Form of Senior Debt
Security).**
4.20 -- Form of Subordinated Indenture (including Form of
Subordinated Debt Security).**
5.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell &
Keeton, L.L.P. as to the legality of the Securities.**
8.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell &
Keeton, L.L.P. as to certain federal income tax
matters.*
12.1 -- Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements.**
23.1 -- Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International,
Inc.**
23.2 -- Consent of Andrews & Kurth Mayor, Day, Caldwell &
Keeton, L.L.P. (included in Exhibit 5.1).**
24.1 -- Powers of Attorney from certain members of the Board of
Directors of the registrant.**
25.1 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of the registrant. *
II-3
25.2 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of the registrant. *
---------
* To be filed as an exhibit to our Current Report on Form 8-K in connection with
a specific offering.
** Filed herewith.
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the
Registrant has not filed with this Registration Statement certain instruments
defining the rights of holders of long-term debt of the Registrant and its
subsidiaries because the total amount of securities authorized under any of such
instruments does not exceed 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of
any such agreement to the Commission upon request.
ITEM 17. UNDERTAKINGS
A. We hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of the prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs A(l)(a) and A(l)(b) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the SEC by the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
C. We hereby undertake to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers, and controlling
persons pursuant to the provisions described in Item 15 above, or otherwise, we
have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by one of
our directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on February 19, 2002.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Bernard J. Duroc-Danner
------------------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer,
Chairman of the Board and Director (Principal
Executive Officer)
Each of the undersigned officers and directors of Weatherford
International, Inc. hereby constitutes and appoints Bernard J. Duroc-Danner and
Burt M. Martin, and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and on his behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file this registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), and any or all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
and any new registration statement filed pursuant to Rule 462 under the
Securities Act, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates as indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Bernard J. Duroc-Danner President, Chief Executive Officer, Chairman of the February 19, 2002
-------------------------------- Board and Director (Principal Executive Officer)
(Bernard J. Duroc-Danner)
/s/ Lisa W. Rodriguez Vice President--Finance & Accounting (Principal Financial February 19, 2002
-------------------------------- and Accounting Officer)
(Lisa W. Rodriguez)
/s/ David J. Butters Director February 19, 2002
--------------------------------
(David J. Butters)
/s/ Philip Burguieres Director February 19, 2002
--------------------------------
(Philip Burguieres)
/s/ Sheldon B. Lubar Director February 19, 2002
--------------------------------
(Sheldon B. Lubar)
Director February , 2002
--------------------------------
(William E. Macaulay)
/s/ Robert B. Millard Director February 19, 2002
--------------------------------
(Robert B. Millard)
/s/ Robert K. Moses, Jr. Director February 19, 2002
--------------------------------
(Robert K. Moses, Jr.)
/s/ Robert A. Rayne Director February 19, 2002
--------------------------------
(Robert A. Rayne)
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1.1 -- Form of Debt Securities Underwriting Agreement.*
1.2 -- Form of Equity Securities Underwriting Agreement.*
1.3 -- Form of Underwriting Agreement related to Weatherford
Warrants or Units.*
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to
Exhibit No. 3.1 to Form 10-K (File 1-13086) filed March
30, 1999).
3.2 -- By-laws of the Registrant, as amended (incorporated by
reference to Exhibit No. 3.2 to Form 8-K (File 1-3086)
filed June 2, 1998).
3.3 -- Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated
by reference to Exhibit 3.3 to Registration Statement on
Form S-3 (Reg. No. 333-41344)).
4.1 -- See Exhibits numbered 3.1 and 3.2 for provisions of the
Amended and Restated Certificate of Incorporation and
By-laws of the Registrant defining the rights of the
holders of Common Stock.
4.2 -- Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI, Inc., EVI Oil Tools Canada Ltd., Chase
Bank of Texas, National Association, as U.S.
Administrative Agent, The Bank of Nova Scotia, as
Documentation Agent and Canadian Agent, ABN AMRO Bank,
N.V., as Syndication Agent, and the other Lenders defined
therein, including the forms of Notes (incorporated by
reference to Exhibit No. 4.1 to Form 8-K (File 1-13086)
filed June 16, 1998).
4.3 -- Indenture dated as of October 15, 1997, between EVI, Inc.
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit No. 4.13 to Registration Statement on
Form S-3 (Reg. No. 333-45207)).
4.4 -- First Supplemental Indenture dated as of October 28, 1997,
between EVI, Inc. and The Chase Manhattan Bank, as Trustee
(including Form of Debenture) (incorporated by reference
to Exhibit 4.2 to Form 8-K (File 1-13086) filed November
5, 1997).
4.5 -- Registration Rights Agreement dated November 3, 1997, by
and among EVI, Inc., Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Credit Suisse First Boston Corporation, Lehman Brothers
Inc., Prudential Securities Incorporated and Schroder &
Co. Inc. (incorporated by reference to Exhibit 4.3 to
Current Report on Form 8-K (File 1-13086) filed November
5, 1997).
4.6 -- Indenture dated May 17, 1996, between Weatherford Enterra,
Inc. and Bank of Montreal Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to Weatherford
Enterra, Inc.'s Current Report on Form 8-K (File No.
1-7867) dated May 28, 1996).
4.7 -- First Supplemental Indenture dated and effective as of May
27, 1998, between EVI Weatherford, Inc., the successor by
merger to Weatherford Enterra, Inc., and Bank of Montreal
Trust Company, as Trustee (incorporated by reference to
Exhibit 4.1 to Weatherford Enterra, Inc.'s Current Report
on Form 8-K (File No. 1-7867) filed June 2, 1996).
4.8 -- Form of Weatherford Enterra, Inc.'s 7 1/4% Notes due May
15, 2006 (incorporated by reference to Exhibit 4.2 to
Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) dated May 28, 1996).
4.9 -- Registration Rights Agreement, dated as of February 9,
2001, between WEUS Holding, Inc. and Universal Compression
Holdings, Inc. (incorporated by reference to Exhibit 4.3
to the Quarterly Report on Form 10-Q of Universal
Compression Holdings, Inc. (File No. 001-15843) filed on
February 14, 2001).
4.10 -- Second Supplemental Indenture dated June 30, 2000,
between Weatherford International, Inc. and The Bank of
New York, as successor trustee to Bank of Montreal Trust
(including form of Debenture) (incorporated by reference
to Exhibit 4.1 to Current Report on Form 8-K (File No.
1-13086) filed July 10, 2000).
4.11 -- Third Supplemental Indenture dated November 16, 2001,
between Weatherford International, Inc. and The Bank of
New York, as Trustee (incorporated by reference to Exhibit
4.11 to Registration Statement on Form S-3 (Reg. No.
333-73770) filed on November 20, 2001).
4.12 -- Registration Rights Agreement dated June 30, 2000, between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K (File No. 1-13086) filed July
10, 2000).
4.13 -- Credit Agreement dated April 26, 2001, among Weatherford
International, Inc., Weatherford Eurasia Limited,
Weatherford Eurasia B.V., Bank One, NA, as Administrative
Agent and Lender, The Royal Bank of Scotland plc, as
Documentation Agent and Lender, Royal Bank of Canada, as
Syndication Agent and Lender, ABN AMRO Bank N.V., as
Syndication Agent and Lender, Banc One Capital Markets,
Inc., as Lead Arranger and Sole Book Runner, and the other
Lenders defined therein (incorporated by reference to
Exhibit 4.4 to Registration Statement on Form S-3 (Reg.
No. 333-60648) filed on May 10, 2001).
4.14 -- Sale Agreement dated July 2, 2001, among Weatherford
Artificial Lift Systems, Inc., Weatherford U.S., L.P. and
each of their U.S. affiliates who become Originators, as
Sellers, and W1 Receivables, L.P., as Purchaser
(incorporated by reference to Exhibit 4.1 to our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001
(File No. 1-13086)).
4.15 -- Purchase Agreement dated July 2, 2001, among W1
Receivables, L.P., as Seller, Weatherford International,
Inc., as Servicer, and Jupiter Securitization Corporation
and Bank One, NA (Main Office Chicago), as Agents
(incorporated by reference to Exhibit 4.2 to our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001
(File No. 1-13086)).
4.16 -- Registration Rights Agreement dated November 16, 2001,
among Weatherford International, Inc. and Credit Suisse
First Boston Corporation and Lehman Brothers Inc., on
behalf of the Initial Purchasers (incorporated by
reference to Exhibit 4.16 to Registration Statement on
Form S-3 (Reg. No. 333-73770) filed on November 20, 2001).
4.17 -- Registration Rights Agreement dated December 19, 2001 by
and among Weatherford ER Acquireco Inc., Weatherford
International Inc., A. Lynn Biluk, Jamie E. Biluk, N.
Scott A. Biluk and Tracey L. Biluk.
4.18 -- Exchange Rights Agreement dated December 19, 2001, by and
among Weatherford International, Inc., Weatherford Canada
Ltd., Weatherford ER Acquireco Inc., Jamie E. Biluk, N.
Scott A. Biluk, A. Lynn Biluk and Tracy L. Biluk.
4.19 -- Form of Senior Indenture (including Form of Senior Debt
Security).**
4.20 -- Form of Subordinated Indenture (including Form of
Subordinated Debt Security).**
5.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton,
L.L.P. as to the legality of the Securities.**
8.1 -- Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton,
L.L.P. as to certain federal income tax matters.*
12.1 -- Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividend Requirements.**
23.1 -- [Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International, Inc.**
23.2 -- Consent of Andrews & Kurth Mayor, Day, Caldwell & Keeton,
L.L.P. (included in Exhibit 5.1).**
24.1 -- Powers of Attorney from certain members of the Board of
Directors of the registrant.**
25.1 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of the registrant. *
25.2 -- Form T-1 Statement of Eligibility of Trustee regarding
Senior Debt Securities of the registrant. *
----------
* To be filed as an exhibit to our Current Report on Form 8-K in connection with
a specific offering.
** Filed herewith.