As filed with the Securities and Exchange Commission on February 12, 2002
Registration Number 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
04-2515019
(I.R.S. Employer Identification No.)
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
BURT M. MARTIN
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(713) 693-4000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being 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. [X]
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. [ ]
CALCULATION OF REGISTRATION FEE
===================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PER SHARE(1) PRICE (1) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value 1,375,000 $37.855 $52,050,625 $4,788.66
===================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933 and based upon the
average of the high and low sale prices of the Common Stock as reported by
the New York Stock Exchange on February 8, 2002.
-----------------------
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
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.
Subject to Completion, Dated February 12, 2002
PROSPECTUS
1,375,000 Shares
WEATHERFORD INTERNATIONAL, INC.
Common Stock
-------------------
The shares of our common stock offered under this prospectus are
issuable on exchange or redemption of exchangeable shares of Weatherford ER
Acquireco Inc. We will not receive any cash proceeds for the shares offered
under this prospectus.
Our common stock is listed and traded on the New York Stock Exchange
under the symbol "WFT". On February 8, 2002, the last reported sales price for
our common stock on the New York Stock Exchange was $38.90 per share.
Our principal executive offices are located at 515 Post Oak Boulevard,
Suite 600, Houston, Texas 77027. Our telephone number is (713) 693-4000.
-------------------
You should carefully review and consider the information under the
headings "Forward-Looking Statements" beginning on page 4 and "Risk Factors"
beginning on page 6 of this prospectus.
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.
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 IS NOT A SOLICITATION OF AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PROHIBITED.
-------------------
The date of this prospectus is ____________, 2002.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS..........................................................2
WHERE YOU CAN FIND MORE INFORMATION............................................2
FORWARD-LOOKING STATEMENTS.....................................................4
RISK FACTORS...................................................................6
USE OF PROCEEDS................................................................6
DESCRIPTION OF CAPITAL STOCK...................................................6
PLAN OF DISTRIBUTION...........................................................9
LEGAL MATTERS.................................................................10
EXPERTS.......................................................................10
ABOUT THIS PROSPECTUS
The shares of common stock offered hereby are issuable on exchange or
redemption of exchangeable shares ("Exchangeable Shares") of Weatherford ER
Acquireco Inc. ("ER Acquireco"). ER Acquireco and Weatherford Canada Ltd.
("WCL"), an Alberta corporation, are wholly-owned subsidiaries of Weatherford.
ER Acquireco issued the Exchangeable Shares to the shareholders of ER Amalco
Inc. ("ER Amalco") and EP Amalco Inc. ("EP Amalco") in exchange for all of the
outstanding common shares of ER Amalco and EP Amalco in connection with our
acquisition of ER Amalco and EP Amalco.
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (SEC) using a "shelf" registration
process. This means we may issue the common stock covered by this prospectus
from time to time when the holders of Exchangeable Shares present their shares
for exchange. Holders of Exchangeable Shares will receive one share of our
common stock for each Exchangeable Share they exchange or we redeem.
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 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.
2
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:
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 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.
3
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 website at www.weatherford.com.
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 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 world political and economic issues.
o Economic downturns could adversely affect demand for our products and
services. The United States economy and most foreign economies have been
weakening in recent periods. An extended regional and/or worldwide
recession would result in 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
and that such declines will not last for an extended period of time.
o A future reduction in the rig count could adversely affect the demand for
our products and services. A material decline in the North American and
international rig counts would adversely affect our results. Our
forward-looking statements regarding our drilling products and services
assume a modest improvement in the international rig count in 2002 and that
no extended material declines in the worldwide rig count, in particular the
domestic rig count, will occur.
o A material disruption in our manufacturing improvements could adversely
affect some divisions of our business. We have recently increased our
manufacturing capacity in our European completion operations through the
addition of equipment and the consolidation of facilities. Our
forward-looking statements assume that any further 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.
4
o Our success is dependent upon the integration of acquisitions. During 2001,
we consummated various acquisitions of product lines and businesses,
including the acquisitions of CiDRA OSS and Johnson Screens. The success of
these acquisitions will be dependent on our ability to integrate these
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
products and services, to expand the markets for many of our products
through the leverage of our worldwide infrastructure and to enter new
markets and expand in existing markets with technologically-advanced
value-added products. 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 through 2002.
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 in our markets 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. Our forward-looking statements assume that there will be no such
unexpected litigation or results.
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.
5
RISK FACTORS
You should consider carefully the following factors, as well as the
other information set forth or incorporated by reference in this prospectus
(including the risks and other disclosure that are presented in our Annual
Report on Form 10-K for the year ended December 31, 2000, as amended by
Amendment No. 1 on Form 10K/A as filed April 27, 2001 and Amendment No. 2 on
Form 10-K/A as filed May 8, 2001 and our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001), before tendering your Exchangeable Shares for
shares of our common stock.
THE EXCHANGE OF EXCHANGEABLE SHARES IS TAXABLE.
The exchange of Exchangeable Shares for our common stock is generally a
taxable event in Canada and the United States. A holder's tax consequences can
vary depending on a number of factors, including the residency of the holder,
the method of the exchange (put, retraction or redemption) and the length of
time that the Exchangeable Shares were held before the exchange.
HOLDERS MAY BE REQUIRED TO MAKE AN ELECTION TO AVOID FUTURE UNITED STATES TAXES.
While there can be no assurance with respect to the classification, for
United States federal income tax purposes, of ER Acquireco, EP Amalco or ER
Amalco as a passive foreign investment company, known as "PFIC," each of ER
Acquireco, EP Amalco and ER Amalco believes that it did not constitute a PFIC
during its taxable years ending before the acquisition of EP Amalco and ER
Amalco. Presently, we intend to cause ER Acquireco to avoid PFIC status in the
future, although there can be no assurance that we will be able to do so or that
our intent will not change. A determination of the foreign corporation's status
as a PFIC cannot be made until the close of the taxable year. ER Acquireco
intends to monitor its status regularly, and promptly following the end of each
taxable year, ER Acquireco will notify United States holders of Exchangeable
Shares if it believes that ER Acquireco was a PFIC for that taxable year.
If ER Acquireco becomes a PFIC during a United States holder's holding
period for Exchangeable Shares, and the United States holder does not make an
election to treat ER Acquireco as a qualified electing fund under Section 1295
of the United States Internal Revenue Code, then a United States holder may be
subject to additional tax and interest on excess distributions with respect to,
and gains from the disposition of, the Exchangeable Shares.
USE OF PROCEEDS
The common stock offered under this prospectus is issuable on exchange
or redemption of Exchangeable Shares. We will not receive any cash proceeds on
exchange or redemption for the Exchangeable Shares.
DESCRIPTION OF CAPITAL STOCK
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 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.
6
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:
- 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;
- 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
- 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 (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:
- 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;
- 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
- 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
7
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:
- the series, the number of shares offered and the liquidation
value of the preferred stock;
- the price at which the preferred stock will be issued;
- 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;
- the liquidation preference of the preferred stock;
- the voting rights of the preferred stock;
- whether the preferred stock is redeemable, optionally or
mandatorily, or subject to a sinking fund, and the terms of any
redemption or sinking fund;
- whether the preferred stock is convertible into, or exchangeable
for, any other securities, and the terms of any conversion; and
- 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.
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.
8
PLAN OF DISTRIBUTION
In connection with the acquisition, ER Acquireco issued 1,375,000
Exchangeable Shares in exchange for all outstanding common shares of ER Amalco
and EP Amalco. Our common stock may be issued to holders of Exchangeable Shares
through the holder's election, ER Acquireco's redemption, or ER Acquireco's or
our liquidation.
ELECTION OF HOLDERS TO RETRACT OR PUT EXCHANGEABLE SHARES
Holders of Exchangeable Shares may elect at any time to have any or all
of their Exchangeable Shares exchanged for an equal number of shares of our
common stock, plus an additional amount equivalent to all declared and unpaid
dividends on such Exchangeable Shares. The holder's exercise of this election
right may be effected by a retraction, if the holder requires ER Acquireco to
purchase the Exchangeable Shares, or an exchange put, if the holder requires WCL
to purchase the Exchangeable Shares. In either case the purchase price will be
paid to the holder in our common stock.
Retraction Right. Holders of Exchangeable Shares may retract by
presenting to ER Acquireco the certificates representing the number of
Exchangeable Shares the holder desires to retract, together with a signed notice
of retraction specifying the number of Exchangeable Shares the holder wishes to
retract and the date the holder desires to have ER Acquireco redeem the
Exchangeable Shares, and acknowledging WCL's overriding right to purchase the
Exchangeable Shares submitted for retraction as described below. This retraction
date must be a business day between ten and 15 business days after ER Acquireco
receives the notice of retraction. ER Acquireco may require the holder to submit
additional documents to complete the retraction.
Upon receipt of the Exchangeable Share certificates, the notice of
retraction and other required documentation from the holder, ER Acquireco will
immediately notify WCL of such retraction request. WCL will then have five
business days to decide to exercise its retraction call right to purchase all of
the Exchangeable Shares submitted by the holder. If WCL does not advise ER
Acquireco within that five business day period of its decision to exercise this
retraction call right, ER Acquireco will notify the holder as soon as possible
thereafter that WCL will not exercise such right. A holder may revoke his or her
notice of retraction at any time before the close of business on the business
day before the retraction date. If the holder does not revoke his or her notice
of retraction, on the retraction date the Exchangeable Shares that the holder
has requested ER Acquireco to redeem will be acquired by WCL (assuming WCL
exercises its retraction call right) or redeemed by ER Acquireco. In either case
the holder will receive one share of our common stock for each Exchangeable
Share retracted, plus an additional amount equivalent to all declared and unpaid
dividends on Exchangeable Shares. WCL or ER Acquireco, as the case may be, will
be entitled to liquidate some of the common stock otherwise deliverable to the
holder to fund any statutory withholding tax obligation.
Exchange Put Right. In lieu of a retraction, holders of Exchangeable
Shares may put their Exchangeable Shares to WCL in exchange for an equal number
of shares of common stock, plus an additional amount equivalent to all declared
and unpaid dividends on such Exchangeable Shares, by presenting to WCL the
certificates representing the number of Exchangeable Shares the holder desires
to put, together with a signed notice of put exercise specifying the number of
Exchangeable Shares the holder wishes to put, and such other documents and
instruments as may be required to effect a transfer of Exchangeable Shares under
the Business Corporations Act (Alberta) and the bylaws of ER Acquireco. WCL may
require the holder to submit additional documents to complete the put.
Upon receipt by WCL of the Exchangeable Share certificates, the notice
of put and other required documentation from the holder, WCL will deliver
(subject to receipt from Weatherford) to the holder one share of common stock
for each Exchangeable Share put to WCL, plus an additional amount equivalent to
all declared and unpaid dividends on Exchangeable Shares. WCL will be entitled
to liquidate some of the common stock otherwise deliverable to the holder to
fund any statutory withholding tax obligation.
9
REDEMPTION OF EXCHANGEABLE SHARES
Subject to WCL's redemption call right described below, ER Acquireco
must redeem all of the then outstanding Exchangeable Shares in exchange for an
equal number of shares of common stock, plus an additional amount equivalent to
all declared and unpaid dividends on Exchangeable Shares, on the automatic
redemption date. The automatic redemption date is expected to be (i) December
19, 2006, (ii) a later date specified by the ER Acquireco board of directors, or
(iii) an earlier date specified by the ER Acquireco board of directors if there
are fewer than 275,000 issued and outstanding Exchangeable Shares held by
holders other than WCL or any other of our subsidiaries.
WCL has a redemption call right to purchase on the automatic redemption
date all of the outstanding Exchangeable Shares. To exercise the redemption call
right, WCL must notify ER Acquireco at least 45 days before the automatic
redemption date. ER Acquireco will, at least 30 days before the automatic
redemption date, provide the registered holders of Exchangeable Shares with
written notice of ER Acquireco's proposed redemption or WCL's purchase of the
Exchangeable Shares. This notice will set out the formula for determining the
number of shares of common stock to be received by holders of Exchangeable
Shares and the automatic redemption date. ER Acquireco or WCL, as the case may
be, will be entitled to liquidate some of the common stock otherwise deliverable
to the holder to fund any statutory withholding tax obligation.
LIQUIDATION OF ER ACQUIRECO OR WEATHERFORD
In order that the holders of Exchangeable Shares will be able to
participate on a pro rata basis with the other holders of our common stock in
the distribution of our assets in connection with any liquidation of
Weatherford, prior to such an event, all of the outstanding Exchangeable Shares
will automatically be deemed to be exchanged for shares of our common stock. WCL
will be deemed to have purchased each Exchangeable Share outstanding prior to
the liquidation event. In connection with this exchange, holders of Exchangeable
Shares will be deemed to be holders of our common stock and the certificates
held by such holders previously representing the Exchangeable Shares will be
deemed to represent an equal number of shares of our common stock. At the
request of a holder of Exchangeable Share certificates, WCL will deliver to the
holder certificates representing shares of our common stock.
WCL has a liquidation call right to purchase all of the outstanding
Exchangeable Shares in the event of a liquidation of ER Acquireco. To exercise
the liquidation call right, WCL must notify ER Acquireco at least 30 days before
the liquidation date in the event of a voluntary liquidation and at least five
business days before the liquidation date in the event of an involuntary
liquidation. ER Acquireco will notify the holders of Exchangeable Shares as to
whether or not WCL has exercised its liquidation call right. Upon receipt by WCL
of the Exchangeable Share certificates and such other documents and instruments
as may be required to effect a transfer of Exchangeable Shares under the
Business Corporations Act (Alberta) and the bylaws of ER Acquireco, WCL will
deliver to the holder one share of common stock for each Exchangeable Share
held, plus an additional amount equivalent to all declared and unpaid dividends
on Exchangeable Shares. WCL will be entitled to liquidate some of the common
stock otherwise deliverable to the holder to fund any statutory withholding tax
obligation.
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
10
public accountants, and are incorporated by reference in reliance upon the
authority of said firm as experts in giving said reports.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
Securities and Exchange Commission Registration Fee......... $ 4,789
New York Stock Exchange Listing Fee......................... 1,500
Legal Fees and Expenses..................................... 7,500
Accounting Fees and Expenses................................ 3,500
Blue Sky Fees and Expenses (including legal fees)........... 0
Miscellaneous............................................... 111
---------
TOTAL........................................ $ 17,400
=========
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.
("Lehman Brothers"), 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. ("Holdings"), both Delaware corporations, Messrs. Butters and Millard, in
their capacity as directors of the Registrant, are to be indemnified by Lehman
Brothers and 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 Holdings.
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.
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).
II-1
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).
II-2
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.
*5.1 - Opinion of Burt M. Martin, Vice President - Law and
Secretary of the Registrant.
*23.1 - Consent of Arthur Andersen LLP, with respect to the
financial statements of Weatherford International, Inc.
*23.3 - Consent of Burt M. Martin, Vice President - Law and
Secretary of the Registrant (included in Exhibit 5.1).
*24.1 - Powers of Attorney from certain members of the Board of
Directors of the Registrant (contained on page II-5).
---------------------------
* 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.
II-3
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this 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 prospectus filed
with the Commission 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; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (i) and (ii) 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 Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this 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 herein, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Securities Act or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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, the Registrant 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-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Houston, State of Texas, on February 12, 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)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bernard J. Duroc-Danner and Burt M.
Martin, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and any of them, 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, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ BERNARD J. DUROC-DANNER President, Chief Executive Officer, February 12, 2002
-------------------------------------- Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ LISA W. RODRIGUEZ Vice President - Finance and February 12, 2002
-------------------------------------- Accounting (Principal Financial
Lisa W. Rodriguez and Accounting Officer)
/s/ DAVID J. BUTTERS Director February 12, 2002
--------------------------------------
David J. Butters
/s/ PHILIP BURGUIERES Director February 12, 2002
--------------------------------------
Philip Burguieres
/s/ SHELDON B. LUBAR Director February 12, 2002
--------------------------------------
Sheldon B. Lubar
/s/ WILLIAM E. MACAULAY Director February 12, 2002
--------------------------------------
William E. Macaulay
/s/ ROBERT B. MILLARD Director February 12, 2002
--------------------------------------
Robert B. Millard
/s/ ROBERT K. MOSES, JR. Director February 12, 2002
--------------------------------------
Robert K. Moses, Jr.
/s/ ROBERT A. RAYNE Director February 12, 2002
--------------------------------------
Robert A. Rayne
II-5
INDEX TO EXHIBITS
Number Exhibit
------ -------
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).
II-6
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.
*5.1 Opinion of Burt M. Martin, Vice President - Law and Secretary of the
Registrant.
*23.1 Consent of Arthur Andersen LLP, with respect to the financial
statements of Weatherford International, Inc.
*23.3 Consent of Burt M. Martin, Vice President - Law and Secretary of the
Registrant (included in Exhibit 5.1).
*24.1 Powers of Attorney from certain members of the Board of Directors of
the Registrant (contained on page II-5).
------------------------
* Filed herewith.
II-7