-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qh+cO2RAjUP+aZ1L4dUZFeqFJRcp/WqQBWuinelzvgd3UN7RaAEU6sPU/lWKspWE 6aFTSvBNggs7voTE2R7JLg== 0000898430-95-000607.txt : 19950426 0000898430-95-000607.hdr.sgml : 19950426 ACCESSION NUMBER: 0000898430-95-000607 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950425 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VARCO INTERNATIONAL INC CENTRAL INDEX KEY: 0000102993 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 950472620 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30099 FILM NUMBER: 95530813 BUSINESS ADDRESS: STREET 1: 743 N ECKHOFF ST CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7149781900 MAIL ADDRESS: STREET 1: 743 NO ECKHOFF STREET CITY: ORANGE STATE: CA ZIP: 92668 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VARCO INTERNATIONAL INC CENTRAL INDEX KEY: 0000102993 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 950472620 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 743 N ECKHOFF ST CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7149781900 MAIL ADDRESS: STREET 1: 743 NO ECKHOFF STREET CITY: ORANGE STATE: CA ZIP: 92668 SC 13E4/A 1 SCHEDULE 13E-4/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E4/A ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) AMENDMENT NO. 2 VARCO INTERNATIONAL, INC. (NAME OF ISSUER) VARCO INTERNATIONAL, INC. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 922126107 (CUSIP NUMBER OF CLASS OF SECURITIES) RICHARD A. KERTSON VICE PRESIDENT-FINANCE VARCO INTERNATIONAL, INC. 743 NORTH ECKHOFF STREET ORANGE, CALIFORNIA 92668 (714) 978-1900 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) ---------------- COPY TO: LARRY M. MEEKS, ESQ. PIRCHER, NICHOLS & MEEKS 1999 Avenue of the Stars Los Angeles, California 90067 (310) 201-8900 ---------------- MARCH 24, 1995 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ---------------- CALCULATION OF FILING FEE* TRANSACTION VALUATION : $42,400,000 AMOUNT OF FILING FEE: $8,480 [X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. AMOUNT PREVIOUSLY PAID: $8,480 FILING PARTY: VARCO INTERNATIONAL, INC. FORM OR REGISTRATION NO.: 13E-4 DATE FILED: MARCH 24, 1995 - -------- * Based upon purchase of 5,300,000 Shares at the maximum tender offer price, $8.00 per Share. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AMENDMENT NO. 2 ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4 This Amendment No. 2, dated April 24, 1995, amends and supplements the issuer Tender Offer Statement on Schedule 13E-4 filed with the Securities and Exchange Commission on March 24, 1995, as amended, by Varco International, Inc., a California corporation (the "Company"), in connection with its offer to purchase for cash up to 5,300,000 shares of its Common Stock at a purchase price not greater than $8.00 per share nor less than $6.75 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 24, 1995, (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which were filed as Exhibits (a)(1) and (a)(2), respectively, to the original Schedule 13E-4 and incorporated by reference therein, as follows: The Company hereby files with this Amendment No. 2 a copy of the press release which was released by the Company on April 24, 1995. The following information amends and supplements the information previously included in the Schedule 13E-4: Item 8. ADDITIONAL INFORMATION. The Offer expired at Midnight, New York City time, on Friday, April 21, 1995. The preliminary results of the Offer are as set forth in Exhibit (a)(10) hereto. Item 9. MATERIAL REQUIRED TO BE FILED AS EXHIBITS. (a)(10) Press Release issued by the Company on April 24, 1995. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. VARCO INTERNATIONAL, INC. /s/ RICHARD A. KERTSON Dated: April 24, 1995 Name: Richard A. Kertson Title: Vice President-Finance
PAGE IN EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED COPY - ------- ----------- ------------- (a) (10) Press Release issued by the Company on April 24, 1995
EX-99.A 2 PRESS RELEASE NEWS BUREAU [LOGO OF VARCO INTERNATIONAL, INC] - ----------- FOR IMMEDIATE RELEASE VARCO ANNOUNCES PRELIMINARY RESULTS OF DUTCH AUCTION SELF TENDER OFFER ORANGE, CALIFORNIA, APRIL 24, 1995 - Varco International, Inc. (NYSE:VRC) today announced that, based on a preliminary count by the depositary for its "Dutch Auction" tender offer, the Company expects to purchase approximately 3,147,000 shares of its Common Stock from its shareholders at a price of $8.00 per share in accordance with the terms of the offer. The tender offer expired on Friday, April 21, 1995 at Midnight, New York City time. The exact number of shares to be purchased will be determined upon final review of the validity of all tender documentation, which is expected to occur within approximately one week. Under the terms of the tender offer, which commenced on March 24, 1995, the Company had offered to purchase up to 5,300,000 shares of its Common Stock a purchase price not greater than $8.00 nor less than $6.75 per share. Because the total number of shares tendered is less than the maximum number the Company had offered to purchase, the Company expects to accept for purchase all shares properly tendered, and therefore there will be no proration. Payment for shares properly tendered and accepted will be made as soon as practicable and, in the case of shares tendered by guaranteed delivery procedures, promptly after timely delivery of shares and required documentation. The funds necessary to purchase the shares tendered will come from cash and cash equivalents and short term investments of the Company. The shares to be purchased represent approximately 9.4% of the shares outstanding immediately prior to the tender offer. After the purchase of the shares pursuant to the offer, the Company will have approximately 30,295,000 shares of Common Stock outstanding. The Company also announced that subsequent to the expiration of ten business days following the date of termination of the tender offer, the Company intends to recommence its Common Stock repurchase program originally announced on May 26, 1994, which provides for the purchase of up to 1,000,000 shares of Common Stock for an aggregate purchase price not exceeding $6,000,000. As of January 5, 1995, the last date on which the Company purchased shares pursuant to the repurchase program, the Company had repurchased 267,000 shares for an aggregate purchase price of approximately $1,678,000, leaving approximately $4,322,000 for the purchase of shares under the program. Varco International, Inc. is a leader in the design and manufacture of drilling equipment and machinery and rig instrumentation for oil and gas drilling worldwide. -----END PRIVACY-ENHANCED MESSAGE-----