Filed pursuant to Rule 424(b)(3)
Registration No. 333-76720
PROSPECTUS
226,905 Shares
WEATHERFORD INTERNATIONAL, INC.
Common Stock
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The selling stockholders of Weatherford International, Inc. listed on
pages 4 and 5 may offer and resell up to 226,905 shares of our common stock
under this prospectus. We will not receive any of the proceeds from sales of
shares by the selling stockholders.
Our common stock is traded on the New York Stock Exchange under the
symbol "WFT". On January 17, 2002, the last reported sales price for our common
stock on the New York Stock Exchange was $33.18 per share.
The selling stockholders may sell these shares from time to time on the
New York Stock Exchange or otherwise. They may sell the shares at prevailing
market prices or at prices negotiated with buyers. The selling stockholders will
be responsible for their legal fees and for any commissions or discounts due to
brokers or dealers. The amount of those commissions or discounts will be
negotiated before the sales. We will pay all of the other offering expenses.
Our principal executive offices are located at 515 Post Oak Boulevard,
Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is January 18, 2002.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NEITHER WE
NOR THE SELLING STOCKHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON
STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. UNDER NO
CIRCUMSTANCES SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR ANY SALE 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.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION.............................................2
SELLING STOCKHOLDERS............................................................4
PLAN OF DISTRIBUTION............................................................7
LEGAL MATTERS...................................................................7
EXPERTS .......................................................................7
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission 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 shares 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 common stock being
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. 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:
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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;
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 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; 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
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 website at www.weatherford.com.
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SELLING STOCKHOLDERS
This prospectus is part of a registration statement that we filed
pursuant to registration rights granted to the selling stockholders under an
agreement we entered into in connection with our acquisition of Specialty
Machine & Supply, LLC.
Pursuant to the terms of the acquisition agreement, we will pay all
expenses of registering the shares under the Securities Act of 1933, including
all registration and filing fees, printing expenses and the fees and
disbursements of our counsel and accountants. The agreement also provides that
we will indemnify the selling stockholders against certain civil liabilities,
including liabilities under the Securities Act of 1933, or will contribute to
payments the selling stockholders may be required to make in respect thereof.
The selling stockholders will pay all fees and disbursements of their counsel
and all brokerage fees, commissions and expenses for any shares that are
registered and that they sell. We expect to withdraw registration of any unsold
shares on or shortly after May 31, 2003, when we expect the shares will be
eligible for public sale pursuant to the exemption from registration provided by
Rule 144(k) under the Securities Act of 1933.
The following table sets forth the beneficial ownership of common stock
by each selling stockholder as of January 18, 2002, all of which may be sold
pursuant to this prospectus:
PERCENTAGE OF
NAME OF NUMBER OF SHARES OUTSTANDING
SELLING STOCKHOLDER OWNED (1)(2) SHARES (3)
--------------------------------------------------------- ---------------- -------------
Michael Porter........................................... 912 *
Michael V. Johnson....................................... 159 *
Michael R. and Jane L. Nicolais.......................... 159 *
John David Hervey........................................ 53 *
Craig Klaasmeyer......................................... 63 *
Trevor Turbidy........................................... 63 *
John B. Turbidy, Sr...................................... 47 *
Nita Sanger.............................................. 47 *
John H. Blankley......................................... 32 *
William R. Ziegler....................................... 5,990 *
Edwin T. Markham......................................... 225 *
Steven A. Webster........................................ 13,789 *
Douglas A. P. Hamilton................................... 2,673 *
Paul B. Loyd, Jr......................................... 4,734 *
Arvind S. Sanger......................................... 1,142 *
Antony T. F. Lundy....................................... 4,071 *
Stig Wennerstrom and Britt-Marie Wennerstrom............. 554 *
Lawrence Allen Lundy..................................... 111 *
Steven C. Rodger......................................... 90 *
Lawrence A. Peck......................................... 279 *
Thomas R. Plante, Jr..................................... 27 *
Robert Maina............................................. 53 *
David C. Bradshaw........................................ 105 *
Curtis and Jaime Launer.................................. 53 *
Phokian Potamianos and Elizabeth Anne Casey.............. 105 *
J. Kent Sweezey.......................................... 53 *
Sunbeam Maritime Inc..................................... 5,887 *
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PERCENTAGE OF
NAME OF NUMBER OF SHARES OUTSTANDING
SELLING STOCKHOLDER OWNED (1)(2) SHARES (3)
--------------------------------------------------------- ---------------- -------------
Roy T. Oliver, Jr........................................ 729 *
Mike Mullen.............................................. 729 *
Thomas H. O'Neill, Jr.................................... 4,704 *
Sea Eagle Chartering Ltd................................. 661 *
Mount Airy Shipping & Trading Ltd........................ 661 *
Cerrito Partners......................................... 5,887 *
Roberto Marsella......................................... 1,067 *
Islandia, L.P............................................ 1,473 *
Roberto Marsella as Trustee for the Cinque Grat.......... 406 *
Tarpon Enterprises, L.L.C................................ 1,619 *
Lakeshore Resources...................................... 1,183 *
Equus II Incorporated.................................... 60,595 *
Trent B. Latshaw......................................... 8,774 *
Growth Capital Partners (4).............................. 3,315 *
Will's Wei Corporation................................... 10,485 *
Debera Reiley............................................ 605 *
Richard H. Reiley........................................ 454 *
Gladys B. Latshaw........................................ 197 *
Jay L. and Linda Fierke.................................. 197 *
Michael T. Mino.......................................... 90 *
Wayne Meyer.............................................. 90 *
Jack T. Madeley.......................................... 90 *
Fred Domingue............................................ 4,722 *
Gerald Chiasson.......................................... 4,722 *
Jack C. Hisaw............................................ 4,722 *
Floyd D. Lambert......................................... 2,508 *
Layne M. Boudreaux....................................... 2,085 *
Joseph D. Sarver ........................................ 281 *
S. Charles Maurice....................................... 1,369 *
Finova Mezzanine Capital Inc............................. 17,868 *
Tulsa Industries, Inc.(5)................................ 43,141 *
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* Less than 1%.
(1) Because the selling stockholders may offer all or a portion of the
shares pursuant to this prospectus, we cannot estimate to the number of
shares of our common stock that the selling stockholders will hold upon
termination of any sales.
(2) The selling stockholders have sole voting and sole investment power
with respect to all shares owned. Ownership is determined in accordance
with Rule 13d-3 under the Exchange Act.
(3) Assumes the sale of all of the shares offered hereby to persons who are
not affiliates of the selling stockholders.
(4) Charles C. Stephenson, Jr., John T. McNabb, II, Fenner R. Weller, Jr.,
David W. Sargent and Growth Capital Partners, L.P. are the beneficial
owners of Growth Capital Partners.
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(5) In May 2001, we entered into an acquisition agreement with Tulsa
Industries, Inc. and Specialty Holdings, Inc., a wholly-owned
subsidiary of Tulsa, in connection with the acquisition of Specialty
Machine & Supply, LLC. These shares are held in escrow to secure
certain indemnification obligations to us in connection with our
acquisition of Specialty Machine & Supply, LLC.
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PLAN OF DISTRIBUTION
The selling stockholders have advised us that they may sell the shares
on the New York Stock Exchange or otherwise, at market prices or at negotiated
prices. They may sell shares by one or a combination of the following:
o a block trade in which a broker or dealer will attempt to sell
the shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
o transactions in options, swaps or other directives, whether
exchange-listed or otherwise;
o short sales, ordinary brokerage transactions and transactions
in which a broker solicits purchasers; and
o privately negotiated transactions.
Brokers or dealers engaged by the selling stockholders may arrange for
other brokers or dealers to participate in sales of shares. Brokers or dealers
will receive commissions or discounts from selling stockholders in amounts to be
negotiated prior to the sale. The selling stockholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, and any proceeds or commissions
received by them or any profits on the resale of shares sold by broker-dealers,
may be deemed to be underwriting discounts and commissions.
When any of the selling stockholders notifies us of a particular
offering of common stock under this prospectus, we will file a prospectus
supplement, if required by the Securities Act of 1933, setting forth:
o the number of shares being offered and the terms of the
offering, including the purchase price;
o the name of each of the participating broker-dealers or
agents;
o the purchase price paid for the shares purchased from the
selling stockholders; and
o any items constituting compensation from the selling
stockholders.
We will not receive any of the proceeds from the sale of the shares
offered by this prospectus.
LEGAL MATTERS
Burt M. Martin, our Vice President - Law, has advised us with respect
to the validity of the shares of common stock offered by this prospectus. Mr.
Martin holds options to purchase 239,013 shares of common stock.
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.
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