Bermuda | 98-0371344 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
515 Post Oak Boulevard, | ||
Suite 600 | ||
Houston, Texas | 77027 | |
(Address of Principal Executive Offices) | (Zip Code) |
Proposed maximum | Proposed maximum | Amount of | ||||||||||||||||||||
Title of securities to be | Amount to be | offering price per | aggregate offering | registration | ||||||||||||||||||
registered | registered | share(1) | price(1) | fee | ||||||||||||||||||
Common Shares, $1.00 par value |
10,000,000 | (2) | $ | 50.695 | $ | 506,950,000 | $ | 54,244 | ||||||||||||||
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the average of the high and low sales prices of a Common Share as reported by the New York Stock Exchange, Inc. on May 22, 2006. | |
(2) | Includes an indeterminable number of Common Shares issuable as a result of the anti-dilution provisions of the Weatherford International Ltd. 2006 Omnibus Incentive Plan. |
II-1
4.1
|
| Memorandum of Association of Weatherford International Ltd. (incorporated by reference to Annex II to the proxy statement/prospectus included in Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-85644) filed May 22, 2002). | ||
4.2
|
| Memorandum of Increase of Share Capital of Weatherford International Ltd. (incorporated by reference to Annex II to the proxy statement/prospectus included in Amendment No. 1 to Registration Statement on Form S-4 (Registration No. 333-85644) filed May 22, 2002). | ||
4.3
|
| Bye-Laws of Weatherford International Ltd. (incorporated by reference to Annex III to the proxy statement/prospectus included in Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-85644) filed May 22, 2002). | ||
4.4
|
| Certificate of Assistant Secretary as to the adoption of a resolution increasing authorized share capital (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed May 15, 2006). | ||
4.5
|
| Credit Agreement dated May 14, 2003, among Weatherford International Ltd., Weatherford International, Inc., JPMorgan Chase Bank, as Administrative Agent, BankOne, NA and Wells Fargo Bank, Texas, N.A., as Co-Syndication Agents, ABN-AMRO Bank, N.V., and The Bank of Nova Scotia, as Co- |
II-2
Documentation Agents, and Wachovia Bank, National Association, Suntrust Bank, Royal Bank of Canada and Deutsche Bank AG New York Branch, as Co- Managing Agents. (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed July 1, 2003). | ||||
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
|
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). | |||
4.10
|
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). | |||
4.11
|
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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-31339)). | |||
4.12
|
Indenture dated October 1, 2003, among Weatherford International Ltd., Weatherford International, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed October 2, 2003). | |||
4.13
|
Form of Global Note for 4.95% Senior Notes due 2013 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed October 7, 2003). | |||
4.14
|
Guarantee, dated as of October 25, 2005, of Weatherford International, Inc. for the benefit of holders of any notes issued by Weatherford International Ltd., from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of October 25, 2005, between Weatherford International Ltd., Weatherford International, Inc. and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed October 31, 2005). | |||
4.15
|
Registration Rights, Standstill and Voting Agreement dated August 31, 2005, between Weatherford International Ltd. and Precision Drilling Corporation (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed September 7, 2005). | |||
4.16
|
364-Day Revolving Credit Agreement, dated as of August 25, 2005, among Weatherford International Ltd. and Weatherford Liquidity Management Hungary Limited Liability Company, as Borrowers, Weatherford International, Inc., as Guarantor, and UBS AG, Bank of America, N.A. and Morgan Stanley Senior Funding, Inc. (including form of Promissory Note thereunder) (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File |
II-3
No. 1-31339) filed August 29, 2005). | ||||
4.17
|
Amended and Restated Credit Agreement dated as of January 14, 2005, among Weatherford International Ltd., Weatherford International, Inc., Weatherford Liquidity Management Hungary Limited Liability Company, JPMorgan Chase Bank as Administrative Agent, and the other Lenders party thereto (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed January 20, 2005). | |||
4.18
|
Officers Certificate dated as of October 7, 2003 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 1-31339) filed October 7, 2003). | |||
4.19
|
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 the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-13086) filed August 14, 2002). | |||
4.20
|
Form of global note for 5.50% Senior Notes due 2016 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 1-31339) filed February 17, 2006). | |||
4.21
|
Officers Certificate dated as of February 17, 2006 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 1-31339) filed February 17, 2006). | |||
4.22
|
Second Amended and Restated Credit Agreement dated as of May 2, 2006, among Weatherford International Ltd., Weatherford International, Inc., Weatherford Liquidity Management Hungary Limited Liability Company, JPMorgan Chase Bank as Administrative Agent, and the other Lenders party thereto (incorporated by reference to Exhibit 4.1 to Current Report on 8-K (File No. 1-31339) filed May 5, 2006). | |||
4.23
|
Weatherford International Ltd. 2006 Omnibus Incentive Plan (incorporated by reference to Appendix A to Form DEF 14A (File No. 1-31339), filed on March 23, 2006). | |||
5.1
|
Opinion of Conyers, Dill & Pearman. | |||
23.1
|
Consent of Conyers, Dill & Pearman (included in Exhibit 5.1). | |||
23.2
|
Consent of Ernst & Young LLP. | |||
24.1
|
Powers of Attorney (included on page II-6 of this Registration Statement). |
II-4
II-5
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) |
Signature | Title | Date | ||
/s/ BERNARD J. DUROC-DANNER
|
President, Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) | May 24, 2006 | ||
/s/ LISA W. RODRIGUEZ
|
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | May 24, 2006 | ||
/s/ DAVID J. BUTTERS
|
Director | May 24, 2006 | ||
/s/ SHELDON B. LUBAR
|
Director | May 24, 2006 | ||
/s/ WILLIAM E. MACAULAY
|
Director | May 24, 2006 | ||
Director | May ___, 2006 | |||
/s/ ROBERT K. MOSES, JR.
|
Director | May 24, 2006 | ||
/s/ ROBERT A. RAYNE |
Director | May 24, 2006 | ||
/s/ NICHOLAS F. BRADY |
Director | May 24, 2006 |
II-6
Exhibit Number | Description | |
4.1
|
Memorandum of Association of Weatherford International Ltd. (incorporated by reference to Annex II to the proxy statement/prospectus included in Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-85644) filed May 22, 2002). | |
4.2
|
Memorandum of Increase of Share Capital of Weatherford International Ltd. (incorporated by reference to Annex II to the proxy statement/prospectus included in Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-85644) filed May 22, 2002). | |
4.3
|
Bye-Laws of Weatherford International Ltd. (incorporated by reference to Annex III to the proxy statement/prospectus included in Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-85644) filed May 22, 2002). | |
4.4
|
Certificate of Assistant Secretary as to the adoption of a resolution increasing authorized share capital (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed May 15, 2006). | |
4.5
|
Credit Agreement dated May 14, 2003, among Weatherford International Ltd., Weatherford International, Inc., JPMorgan Chase Bank, as Administrative Agent, BankOne, NA and Wells Fargo Bank, Texas, N.A., as Co-Syndication Agents, ABN-AMRO Bank, N.V., and The Bank of Nova Scotia, as Co-Documentation Agents, and Wachovia Bank, National Association, Suntrust Bank, Royal Bank of Canada and Deutsche Bank AG New York Branch, as Co-Managing Agents. (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed July 1, 2003). | |
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
|
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). | |
4.10
|
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-7
Exhibit Number | Description | |
4.11
|
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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-31339)). | |
4.12
|
Indenture dated October 1, 2003, among Weatherford International Ltd., Weatherford International, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed October 2, 2003). | |
4.13
|
Form of Global Note for 4.95% Senior Notes due 2013 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed October 7, 2003). | |
4.14
|
Guarantee, dated as of October 25, 2005, of Weatherford International, Inc. for the benefit of holders of any notes issued by Weatherford International Ltd., from time to time pursuant to the Issuing and Paying Agent Agreement, dated as of October 25, 2005, between Weatherford International Ltd., Weatherford International, Inc. and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed October 31, 2005). | |
4.15
|
Registration Rights, Standstill and Voting Agreement dated August 31, 2005, between Weatherford International Ltd. and Precision Drilling Corporation (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed September 7, 2005). | |
4.16
|
364-Day Revolving Credit Agreement, dated as of August 25, 2005, among Weatherford International Ltd. and Weatherford Liquidity Management Hungary Limited Liability Company, as Borrowers, Weatherford International, Inc., as Guarantor, and UBS AG, Bank of America, N.A. and Morgan Stanley Senior Funding, Inc. (including form of Promissory Note thereunder) (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed August 29, 2005). | |
4.17
|
Amended and Restated Credit Agreement dated as of January 14, 2005, among Weatherford International Ltd., Weatherford International, Inc., Weatherford Liquidity Management Hungary Limited Liability Company, JPMorgan Chase Bank as Administrative Agent, and the other Lenders party thereto (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 1-31339) filed January 20, 2005). | |
4.18
|
Officers Certificate dated as of October 7, 2003 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 1-31339) filed October 7, 2003). | |
4.19
|
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 the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 1-13086) filed August 14, 2002). | |
4.20
|
Form of global note for 5.50% Senior Notes due 2016 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 1-31339) filed February 17, 2006). |
II-8
Exhibit Number | Description | |
4.21
|
Officers Certificate dated as of February 17, 2006 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 1-31339) filed February 17, 2006). | |
4.22
|
Second Amended and Restated Credit Agreement dated as of May 2, 2006, among Weatherford International Ltd., Weatherford International, Inc., Weatherford Liquidity Management Hungary Limited Liability Company, JPMorgan Chase Bank as Administrative Agent, and the other Lenders party thereto (incorporated by reference to Exhibit 4.1 to Current Report on 8-K (File No. 1-31339) filed May 5, 2006). | |
4.23
|
Weatherford International Ltd. 2006 Omnibus Incentive Plan (incorporated by reference to Appendix A to Form DEF 14A (File No. 1-31339), filed on March 23, 2006). | |
5.1
|
Opinion of Conyers, Dill & Pearman. | |
23.1
|
Consent of Conyers, Dill & Pearman (included in Exhibit 5.1). | |
23.2
|
Consent of Ernst & Young LLP. | |
24.1
|
Powers of Attorney (included on page II-6 of this Registration Statement). |
II-9