As filed with the Securities and Exchange Commission on October 30, 2002
Registration Number 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WEATHERFORD INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
BERMUDA
(State or other jurisdiction of incorporation or organization)
98-0371344
(I.R.S. Employer Identification No.)
C/O CORPORATE MANAGERS (BARBADOS) LTD.
FIRST FLOOR, TRIDENT HOUSE
LOWER BROAD STREET
BRIDGETOWN, BARBADOS
(246) 427-3174
(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
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE (1) REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Shares, U.S. $1.00 par 370,155 U.S. $40.23 U.S. $14,891,336 U.S. $1,371
value
===================================================================================================================================
(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 Shares
as reported by the New York Stock Exchange on October 28, 2002.
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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, 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.
================================================================================
EXPLANATORY STATEMENT
On June 26, 2002, Weatherford International Ltd., a Bermuda exempted
company (which we refer to as Weatherford), became the parent holding company of
Weatherford International, Inc. (which we refer to as Weatherford Delaware) as a
result of a corporate reorganization effected through the merger of a subsidiary
with and into Weatherford Delaware. Each share of Weatherford Delaware issued
immediately prior to the effective time of the merger automatically converted
into the right to receive a common share of Weatherford. Thus, the stockholders
of Weatherford Delaware became the shareholders of Weatherford, which together
with its subsidiaries, continues to be engaged in the same business that
Weatherford Delaware and its subsidiaries were engaged in before the merger.
Consent under the Exchange Control Act 1972 (and its related
regulations) has been obtained from the Bermuda Monetary Authority for the issue
and transfer of Weatherford's common shares, up to the amount of its authorized
capital from time to time, to and between non-residents of Bermuda for exchange
control purposes, provided our shares remain listed on an appointed stock
exchange, which includes the New York Stock Exchange. The Bermuda Monetary
Authority does not accept any responsibility for our financial soundness or the
correctness of any of the statements made or opinions expressed in this
Registration Statement, including the prospectus forming part hereof.
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 October 30, 2002
PROSPECTUS
370,155 Shares
WEATHERFORD INTERNATIONAL LTD.
Common Shares
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The selling shareholders of Weatherford International Ltd. listed on
page 4 may offer and resell up to 370,155 of our common shares under this
prospectus. We will not receive any of the proceeds from sales of shares by the
selling shareholders.
Our common shares are traded on the New York Stock Exchange under the
symbol "WFT". On October 28, 2002, the last reported sales price for our common
shares on the New York Stock Exchange was $40.24 per share.
The selling shareholders 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 shareholders 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.
----------
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 date of this prospectus is October ___, 2002.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NEITHER WE
NOR THE SELLING SHAREHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
SHAREHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES 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 LTD. AND ITS
SUBSIDIARIES AS A WHOLE OR ON A DIVISION BASIS DEPENDING ON THE CONTEXT IN WHICH
THE STATEMENTS ARE MADE. WHEN WE REFER TO WEATHERFORD DELAWARE, WE ARE REFERRING
TO WEATHERFORD INTERNATIONAL, INC., OUR PREDECESSOR COMPANY AND OUR WHOLLY
OWNED, INDIRECT SUBSIDIARY.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION.........................................................................................2
SELLING SHAREHOLDERS........................................................................................................4
PLAN OF DISTRIBUTION........................................................................................................5
LEGAL MATTERS...............................................................................................................5
EXPERTS.....................................................................................................................5
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, the
exchange on which our common shares are 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 shares
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.
2
The following documents that we have filed with the SEC (File
No.1-31339 for Weatherford and File No. 1-13086 for Weatherford Delaware) are
incorporated by reference into this prospectus:
o Weatherford Delaware's Annual Report on Form 10-K for the year
ended December 31, 2001;
o Weatherford Delaware's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2002;
o Weatherford Delaware's Current Reports on Form 8-K dated
January 30, 2002, March 1, 2002, April 5, 2002, and April 23,
2002;
o Our Current Reports on Form 8-K dated June 26, 2002, July 21,
2002, August 9, 2002, October 8, 2002, and October 24, 2002;
and
o The description of our common shares contained in our
Registration Statement on Form S-4, filed with the SEC on
April 5, 2002, as amended by Pre-Effective Amendment No. 1
filed with the SEC on May 22, 2002 (Registration No.
333-85644), 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 First
Floor, Trident House, Lower Broad Street, Bridgetown, Barbados, Attention:
Secretary (telephone number: (246) 427-3174) or c/o Weatherford International,
Inc., 515 Post Oak Blvd., 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.
3
SELLING SHAREHOLDERS
This prospectus is part of a registration statement that we filed
pursuant to registration rights granted to the selling shareholders under an
agreement we entered into in connection with our acquisition of the assets of
Clearwater, Inc. and related companies.
The selling shareholders may assign their registration rights in
connection with sales or transfers of their shares to any shareholder of CWI
International, Inc., the parent company of Clearwater, Inc., who receives such
shares in a distribution permitted under the Securities Act of 1933, to certain
key employees of Clearwater and to the estate of a former employee. These
transferees will be included in a prospectus supplement if they wish to use this
prospectus to re-offer the shares.
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 shareholders against certain civil liabilities,
including liabilities under the Securities Act of 1933, or will contribute to
payments the selling shareholders may be required to make in respect thereof.
The selling shareholders 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 October 23, 2003.
The following table sets forth the beneficial ownership of common
shares by the selling shareholders as of October 30, 2002, all of which may be
sold pursuant to this prospectus:
NUMBER OF PERCENTAGE OF
NAME OF SHARES OUTSTANDING
SELLING SHAREHOLDER OWNED (1) SHARES
------------------- --------- -------------
CWI International, Inc. (2).............................. 370,155 *
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* Less than 1%.
(1) Because the selling shareholders may offer all or a portion of the
shares pursuant to this prospectus, we cannot estimate as to the number
of our common shares that the selling shareholders will hold upon
termination of any sales.
(2) Includes 125,000 shares held in escrow to secure certain
indemnification obligations to us under the acquisition agreement.
4
PLAN OF DISTRIBUTION
The selling shareholders 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 ordinary brokerage transactions and transactions in which a
broker solicits purchasers; and
o privately negotiated transactions.
Brokers or dealers engaged by the selling shareholders may arrange for
other brokers or dealers to participate in sales of shares. Brokers or dealers
will receive commissions or discounts from selling shareholders in amounts to be
negotiated prior to the sale. The selling shareholders 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 shareholders notifies us of a particular
offering of common shares 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 shareholders; and
o any items constituting compensation from the selling
shareholders.
We will not receive any of the proceeds from the sale of the shares
offered by this prospectus.
LEGAL MATTERS
Certain Bermuda legal matters in connection with the securities will be
passed upon for us by our Bermuda counsel, Conyers Dill & Pearman. An employee
of the firm's affiliated company, Codan Services Limited, is one of our
assistant secretaries.
EXPERTS
The consolidated financial statements and schedule of Weatherford
International, Inc. at December 31, 2001, and for the year then ended appearing
in Weatherford International Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 2001, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements
5
and schedule are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements as of December 31, 1999 and 2000
and for the two years ended December 31, 2000 appearing in Weatherford
Delaware's Annual Report on Form 10-K incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report. Arthur Andersen LLP has not consented
to the inclusion of their report in this prospectus, and we have dispensed with
the requirement to file their consent in reliance upon Rule 437a of the
Securities Act of 1933. Because Arthur Andersen LLP has not consented to the
inclusion of their report in this prospectus, you will not be able to recover
against Arthur Andersen LLP under Section 11 of the Securities Act for any
untrue statements of a material fact contained in the financial statements
audited by Arthur Andersen LLP or any omissions to state a material fact
required to be stated therein.
6
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 .............. $ 1,371
New York Stock Exchange Listing Fee .............................. 1,500
Legal Fees and Expenses .......................................... 5,300
Accounting Fees and Expenses ..................................... 5,000
Blue Sky Fees and Expenses (including legal fees) ................ 1,000
Miscellaneous .................................................... 829
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TOTAL ................................................... $ 15,000
=========
The selling shareholders will pay for the fees and expenses of their counsel.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Weatherford International Ltd. is a Bermuda exempted company. Section
98 of the Companies Act of 1981 of Bermuda, as amended (the Companies Act),
provides generally that a Bermuda company may indemnify its directors, officers
and auditors against any liability which by virtue of any rule of law otherwise
would be imposed on them in respect to any negligence, default, breach of duty
or breach of trust, except in cases where such liability arises from fraud or
dishonesty of which such director, officer or auditor may be guilty in relation
to the company. Section 98 further provides that a Bermuda company may indemnify
its directors, officers and auditors against any liability incurred by them in
defending any proceedings, whether civil or criminal, in which judgment is
awarded in their favor or in which they are acquitted or granted relief by the
Supreme Court of Bermuda pursuant to Section 281 of the Companies Act.
Furthermore, Weatherford has entered into indemnification agreements
with each of its directors and certain of its executive officers. The
indemnification agreements require Weatherford to indemnify its officers and
directors, except for liability in respect of their fraud or dishonesty, against
expenses (including attorneys' fees and disbursements), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding whether
civil, criminal, administrative or investigative and whether formal or informal.
The indemnification agreements also provide that Weatherford must pay all
reasonable expenses incurred in advance of a final disposition.
Weatherford has adopted provisions in its bye-laws that provide that it
shall indemnify its officers and directors to the maximum extent permitted under
the Companies Act. David J. Butters and Robert B. Millard, employees of Lehman
Brothers Inc., constitute two of the eight members of the Board of Directors of
Weatherford. 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 Weatherford, 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 Weatherford at the request of
Lehman Brothers and Lehman Brothers Holdings.
Section 98A of the Companies Act permits Weatherford to purchase and
maintain insurance for the benefit of any officer or director of Weatherford in
respect of any loss or liability attaching to him in respect of any negligence,
default, breach of duty, or breach of trust, whether or not Weatherford may
otherwise indemnify such officer or director. Weatherford has purchased and
maintains a directors' and officers' liability policy for such purposes. Messrs.
II-1
Butters and Millard are insured against certain liabilities which they may incur
in their capacities as directors pursuant to insurance maintained by Lehman
Brothers Holdings.
ITEM 16. EXHIBITS.
3.1 - Memorandum of Association of Weatherford International Ltd.
(incorporated by reference to Annex II to the proxy
statement/prospectus included in Weatherford International
Ltd.'s Amendment No. 1 to the Registration Statement on Form
S-4 (Registration No. 333-85644) filed with the SEC on May 22,
2002).
3.2 - Memorandum of Increase of Share Capital of Weatherford
International Ltd. (incorporated by reference to Annex II to
the proxy statement/prospectus included in Weatherford
International Ltd.'s Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-85644) filed with
the SEC on May 22, 2002).
3.3 - Bye-Laws of Weatherford International Ltd. (incorporated by
reference to Annex III to the proxy statement/prospectus
included in Weatherford International Ltd.'s Amendment No. 1
to the Registration Statement on Form S-4 (Registration No.
333-85644) filed with the SEC on May 22, 2002).
4.1 - See Exhibits 3.1 and 3.3 for provisions of the Memorandum of
Association and Bye-Laws of Weatherford International Ltd.
defining the rights of the holders of common shares.
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 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 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 Current Report on Form 8-K (File No. 1-13086) filed June 2,
1998).
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
II-2
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 Weatherford International Inc.'s
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 Weatherford International Inc.'s 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)).
4.17 - Second Supplemental Indenture, dated June 26, 2002, between
Weatherford International Inc., as successor to EVI, Inc.,
Weatherford International Ltd. and JP Morgan Chase Bank, as
Trustee (incorporated by reference to Exhibit 4.9 to
Weatherford International Ltd.'s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2002 (File No. 1-31339)).
4.18 - Fourth Supplemental Indenture dated June 26, 2002, between
Weatherford International, Inc., Weatherford International
Ltd. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.7 to Weatherford International Ltd.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 1-31339)).
4.19 - Amendment No. 1 dated May 17, 2002, to Credit Agreement dated
April 26, 2001, among Weatherford International, Inc.,
Weatherford Eurasia Limited, Weatherford Eurasia B.V.,
Weatherford International Ltd., the Lenders defined therein
and Bank One, N.A., as Administrative Agent (incorporated by
reference to Exhibit 4.3 to Weatherford International Ltd.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 1-31339)).
4.20 - Amendment No. 1 dated May 17, 2002 to Amended and Restated
Credit Agreement dated May 27, 1998, among Weatherford
International, Inc., Weatherford Canada Ltd., Weatherford
International Ltd., the Lenders defined therein, JPMorgan
Chase Bank, as administrative agent for the U.S. Lenders, and
The Bank of Nova Scotia, as documentation agent for the
Lenders and as agent for the Canadian Lenders (incorporated by
reference to Exhibit 4.4 to Weatherford International Ltd.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 (File No. 1-31339)).
4.21 - Waiver and Omnibus Amendment dated June 26, 2002, to Sale
Agreement dated July 2, 2001 and Purchase Agreement dated July
2, 2001, among W1 Receivables, L.P., Weatherford
International,
II-3
Inc., Bank One, NA (Main Office Chicago), individually and as
Agent, Jupiter Securitization Corporation, Weatherford
Artificial Lift Systems, Inc., Weatherford U.S., L.P. and
Weatherford International Ltd. (incorporated by reference to
Exhibit 4.5 to Weatherford International Ltd.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002 (File
No. 1-31339)).
4.22 - Waiver and Amendment No. 1 dated May 14, 2002, to Purchase
Agreement dated July 2, 2001, among W1 Receivables, L.P.,
Weatherford International, Inc., Bank One, NA (Main Office
Chicago), individually and as Agent, and Jupiter
Securitization Corporation (incorporated by reference to
Exhibit 4.6 to Weatherford International Ltd.'s Quarterly
report on form 10-Q for the quarter ended June 30, 2002 (File
No. 1-31339)).
4.23 - Convertible Debenture Guarantee Agreement dated June 26, 2002,
between Weatherford International Ltd. and JP Morgan Chase
Bank (incorporated by reference to Exhibit 4.8 to Weatherford
International Ltd.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (File No. 1-31339)).
*4.24 - Asset Purchase Agreement dated October 23, 2002, by and among
Clearwater, Inc., Transit Energy Systems, Inc., Clearwater
Specialty Chemical Company, PriTech International, Inc., CWI
International, Inc., the shareholders of CWI International,
Inc., Clearwater International, L.L.C. and Weatherford
International Ltd.
*5.1 - Opinion of Conyers Dill & Pearman.
*23.1 - Consent of Ernst & Young LLP.
*23.2 - Consent of Conyers Dill & Pearman (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-6).
----------
* 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.
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
II-4
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-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 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 October 30, 2002.
WEATHERFORD INTERNATIONAL LTD.
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, October 30, 2002
------------------------------------------- Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ Lisa W. Rodriguez Senior Vice President and Chief October 30, 2002
------------------------------------------- Financial Officer
Lisa W. Rodriguez (Principal Financial and Accounting
Officer)
/s/ David J. Butters Director October 30, 2002
-------------------------------------------
David J. Butters
/s/ Philip Burguieres Director October 30, 2002
-------------------------------------------
Philip Burguieres
/s/ Sheldon B. Lubar Director October 30, 2002
-------------------------------------------
Sheldon B. Lubar
Director October ___, 2002
-------------------------------------------
William E. Macaulay
/s/ Robert B. Millard Director October 30, 2002
-------------------------------------------
Robert B. Millard
/s/ Robert K. Moses, Jr. Director October 30, 2002
-------------------------------------------
Robert K. Moses, Jr.
/s/ Robert A. Rayne Director October 30, 2002
-------------------------------------------
Robert A. Rayne
II-6
INDEX TO EXHIBITS
Number Exhibit
------ -------
3.1 Memorandum of Association of Weatherford International Ltd.
(incorporated by reference to Annex II to the proxy
statement/prospectus included in Weatherford International
Ltd.'s Amendment No. 1 to the Registration Statement on
Form S-4 (Registration No. 333-85644) filed with the SEC on
May 22, 2002).
3.2 Memorandum of Increase of Share Capital of Weatherford
International Ltd. (incorporated by reference to Annex II
to the proxy statement/prospectus included in Weatherford
International Ltd.'s Amendment No. 1 to the Registration
Statement on Form S-4 (Registration No. 333-85644) filed
with the SEC on May 22, 2002).
3.3 Bye-Laws of Weatherford International Ltd. (incorporated by
reference to Annex III to the proxy statement/prospectus
included in Weatherford International Ltd.'s Amendment No.
1 to the Registration Statement on Form S-4 (Registration
No. 333-85644) filed with the SEC on May 22, 2002).
4.1 See Exhibits 3.1 and 3.3 for provisions of the Memorandum
of Association and Bye-Laws of Weatherford International
Ltd. defining the rights of the holders of common shares.
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
Current Report on Form 8-K (File No. 1-13086) filed June 2,
1998).
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 Weatherford
International Inc.'s 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 Weatherford
International Inc.'s 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)).
4.17 Second Supplemental Indenture, dated June 26, 2002, between
Weatherford International Inc., as successor to EVI, Inc.,
Weatherford International Ltd. and JP
Morgan Chase Bank, as Trustee (incorporated by reference to
Exhibit 4.9 to Weatherford International Ltd.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002
(File No. 1-31339)).
4.18 Fourth Supplemental Indenture dated June 26, 2002, between
Weatherford International, Inc., Weatherford International
Ltd. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.7 to Weatherford International
Ltd.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 (File No. 1-31339)).
4.19 Amendment No. 1 dated May 17, 2002, to Credit Agreement
dated April 26, 2001, among Weatherford International,
Inc., Weatherford Eurasia Limited, Weatherford Eurasia
B.V., Weatherford International Ltd., the Lenders defined
therein and Bank One, N.A., as Administrative Agent
(incorporated by reference to Exhibit 4.3 to Weatherford
International Ltd.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (File No. 1-31339)).
4.20 Amendment No. 1 dated May 17, 2002 to Amended and Restated
Credit Agreement dated May 27, 1998, among Weatherford
International, Inc., Weatherford Canada Ltd., Weatherford
International Ltd., the Lenders defined therein, JPMorgan
Chase Bank, as administrative agent for the U.S. Lenders,
and The Bank of Nova Scotia, as documentation agent for the
Lenders and as agent for the Canadian Lenders (incorporated
by reference to Exhibit 4.4 to Weatherford International
Ltd.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 (File No. 1-31339)).
4.21 Waiver and Omnibus Amendment dated June 26, 2002, to Sale
Agreement dated July 2, 2001 and Purchase Agreement dated
July 2, 2001, among W1 Receivables, L.P., Weatherford
International, Inc., Bank One, NA (Main Office Chicago),
individually and as Agent, Jupiter Securitization
Corporation, Weatherford Artificial Lift Systems, Inc.,
Weatherford U.S., L.P. and Weatherford International Ltd.
(incorporated by reference to Exhibit 4.5 to Weatherford
International Ltd.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (File No. 1-31339)).
4.22 Waiver and Amendment No. 1 dated May 14, 2002, to Purchase
Agreement dated July 2, 2001, among W1 Receivables, L.P.,
Weatherford International, Inc., Bank One, NA (Main Office
Chicago), individually and as Agent, and Jupiter
Securitization Corporation (incorporated by reference to
Exhibit 4.6 to Weatherford International Ltd.'s Quarterly
report on form 10-Q for the quarter ended June 30, 2002
(File No. 1-31339)).
4.23 Convertible Debenture Guarantee Agreement dated June 26,
2002, between Weatherford International Ltd. and JP Morgan
Chase Bank (incorporated by reference to Exhibit 4.8 to
Weatherford International Ltd.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No.
1-31339)).
*4.24 Asset Purchase Agreement dated October 23, 2002, by and
among Clearwater, Inc., Transit Energy Systems, Inc.,
Clearwater Specialty Chemical Company, PriTech
International, Inc., CWI International, Inc., the
shareholders of CWI International, Inc., Clearwater
International, L.L.C. and Weatherford International Ltd.
*5.1 Opinion of Conyers Dill & Pearman.
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of Conyers Dill & Pearman (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-6).
----------
* Filed herewith.