UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2007
WEATHERFORD INTERNATIONAL LTD.
(Exact name of registrant as specified in charter)
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Bermuda
(State of Incorporation)
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1-31339
(Commission File No.)
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98-0371344
(I.R.S. Employer Identification No.) |
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515 Post Oak Blvd., Suite 600, Houston, Texas
(Address of Principal Executive Offices)
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77027-3415
(Zip Code) |
Registrants telephone number, including area code: (713) 693-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Weatherford International Ltd. (the Company) is filing this Current Report on Form 8-K to
update its risk factor entitled U.S. Governmental Investigations included in the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, filed on November 1, 2007,
which risk factor is hereby replaced in its entirety with the following:
U.S. Government and Internal Investigations
We are currently involved in government and internal investigations involving various of our
operations.
We participated in the United Nations oil-for-food program governing sales of goods and
services into Iraq. The SEC has subpoenaed certain documents in connection with an investigation
into our participation in the oil-for-food program. The U.S. Department of Justice is also
conducting an investigation of our participation in the oil-for-food program. We are cooperating
fully with these investigations. We have retained legal counsel, reporting to our audit committee,
to investigate this matter. These investigations are ongoing, and we cannot anticipate the timing,
outcome or possible impact of these investigations, financial or otherwise.
The U.S. Department of Commerce, Bureau of Industry & Security and the U.S. Department of
Justice are investigating allegations of improper sales of products and services by us and our
subsidiaries in sanctioned countries. We are cooperating fully with this investigation. We have
retained legal counsel, reporting to our audit committee, to investigate this matter. This
investigation is ongoing, and we cannot anticipate the timing, outcome or possible impact of the
investigation, financial or otherwise.
In light of this investigation and of the current U.S. and foreign policy environment and the
inherent uncertainties surrounding these countries, we decided in September 2007 to direct our
foreign subsidiaries to discontinue doing business in countries that are subject to U.S. economic
and trade sanctions, including Cuba, Iran, Sudan and Syria. Effective September 2007, we ceased
entering into any new contracts relating to these countries. We have begun an orderly
discontinuation and winding down of our existing business in these sanctioned countries.
With the assistance of outside counsel and in connection with the U.S. government
investigations, we are conducting an internal investigation regarding the embezzlement of
approximately $175,000 at a European subsidiary and the possible improper use of these funds,
including possible payments to government officials in Europe, during the period from 2000 to 2004,
along with a similar review of compliance worldwide. This internal investigation is preliminary
and ongoing, and we cannot anticipate the timing, outcome or possible impact, if any, of this
internal investigation, financial or otherwise. We have informed the SEC and the DOJ of this
internal investigation, and the results of the internal investigation will be provided to the SEC
and DOJ.
The DOJ, the SEC and other agencies and authorities have a broad range of civil and criminal
penalties they may seek to impose against corporations and individuals for violations of trading
sanctions laws, the Foreign Corrupt Practices Act and other federal statutes including, but not
limited to, injunctive relief, disgorgement, fines, penalties and modifications to business
practices and compliance programs. In recent years, these agencies and authorities have
entered into agreements with, and obtained a range of penalties against, several public
corporations and individuals in similar investigations, under which civil and criminal penalties
were imposed, including in some cases multi-million dollar fines and other penalties and sanctions.
Under trading sanctions laws, the DOJ may also seek to impose modifications to business practices,
including immediate cessation of all business activities in sanctioned countries, and modifications
to compliance programs, which may increase compliance costs. In addition, our activities in
sanctioned countries, such as Sudan and Iran, could result in certain investors, such as government
sponsored pension funds, divesting or not investing in our common shares. Based on available
information, we cannot predict what, if any, actions the DOJ, SEC or other authorities may take in
our situation or the effect any such actions may have on our consolidated financial position or
results of operations.
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