SC 13D/A 1 h06737sc13dza.txt SCF-III, L.P. FOR VARCO INTERNATIONAL INC. OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.......11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* -------- Varco International Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 922122 10 6 -------------------------------------------------------------------------------- (CUSIP Number) SCF Partners 600 Travis, Suite 6600 Houston, Texas 77002 Attention: Anthony DeLuca (713) 227-7888 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 3, 2003 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (11-02) CUSIP NO. -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). SCF-III, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 3,425,425 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING None PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 3,425,425 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,425,425 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP NO. -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). SCF-II, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 3,425,425 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING None PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 3,425,425 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,425,425 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP NO. -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FGSI Partners, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,241,160 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING None PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,241,160 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,241,160 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP NO. -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). SCF Partners, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,241,160 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING None PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,241,160 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,241,160 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP NO. -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). L.E. Simmons & Associates, Incorporated -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 4,671,985 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING None PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 4,671,985 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,671,985 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CUSIP NO. -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). L.E. Simmons -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 332,567 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 4,671,985 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 332,567 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 4,671,985 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,004,552 -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This Amendment to Schedule 13D (the "Amendment") relates to the common stock, par value $.01 per share (the "Common Stock"), of Varco International, Inc. a Delaware corporation (formerly Tuboscope Vetco International Corporation and referred to herein as the "Issuer"). All of the securities of the Issuer beneficially owned by the parties listed in Item 2 below are referred to herein as the "Securities." The address of the principal executive offices of the Issuer is 2835 Holmes Road, Houston, Texas, 77051. ITEM 2. IDENTITY AND BACKGROUND. This Amendment is filed jointly by SCF-III, L.P. ("SCF-III"), SCF-II,L.P. ("SCF-II"), FGSI Partners, L.P. ("FGSI Partners"), SCF Partners, L.P. ("SCF Partners"), L.E. Simmons & Associates, Incorporated ("L.E. Simmons & Associates") and L.E. Simmons (together, the "Related Parties"). This Amendment reflects the disposition of shares of Common Stock held by certain of the Related Parties. SCF-III is a limited partnership organized under the laws of the State of Delaware. SCF-III's principal business is to invest in the capital stock and other securities of entities engaged in the oil field service and equipment industry (including new corporations or other entities formed to purchase the assets of existing businesses). The limited partners of this limited partnership are U.S. and foreign institutional investors, including certain tax exempt entities. The address of the principal business and principal office of SCF-III is 6600 Chase Tower, Houston, TX 77002. SCF-II is a limited partnership organized under the laws of the State of Delaware and is the sole general partner of SCF-III. SCF-II's principal business is to serve as the general partner of investment limited partnerships. As general partner of such limited partnerships (including SCF-III), SCF-II identifies potential investment opportunities, assists such limited partnerships in acquiring investments, monitors and then periodically reports on the investments, identifies and seeks to implement strategies to enhance or protect the value of the investments, and assists in the liquidation, sale or exchange of the investments when such is deemed appropriate. SCF-II has the same business address and principal office as SCF-III. FGSI Partners, L.P. is a limited partnership organized under the laws of the state of Delaware. FGSI Partners' principal business is to invest in the capital stock and other securities of entities engaged in the oil field service and equipment industry (including new corporations or other entities formed to purchase the assets of existing businesses). The limited partners of this limited partnership are U.S. and foreign institutional investors, including certain tax exempt entities. FGSI Partners has the same business address and principal office as SCF-III. SCF Partners is a limited partnership organized under the laws of the State of Delaware and is the sole general partner of FGSI Partners. SCF Partners' principal business is to serve as the general partner of investment limited partnerships. As general partner of FGSI Partners, SCF Partners identifies potential investment opportunities, assists such limited partnerships in acquiring investments, monitors and then periodically reports on the investments, identifies and seeks to implement strategies to enhance or protect the value of the investments, and assists in 8 the liquidation, sale or exchange of the investments when such is deemed appropriate. SCF Partners has the same business address and principal office as SCF-III. L.E. Simmons & Associates is a corporation formed under the laws of the State of Delaware and is the sole general partner of SCF-II and SCF Partners and has the same business address and principal office as SCF-III. The principal business of L.E. Simmons & Associates is to seek and manage equity and similar investments in companies in the energy services industry. The directors of L.E. Simmons & Associates are Russell Hawkins, James D. Woods and L.E. Simmons, who is also its President and sole stockholder. Mr. Hawkins, Mr. Woods and Mr. Simmons are citizens of the United States. Mr. Simmons' principal business address is the same as SCF-III. Mr. Woods' principal business address is 600 Travis, Suite 6602, Houston, Texas 77002. Mr. Hawkins' principal business address is 700 Louisiana, Suite 2610, Houston, Texas, 77002. Mr. Simmons' and Mr. Hawkins' principal occupation is investment management. Mr. Woods' principal occupation is serving as an advisor and consultant for several businesses. Mr. Simmons and Mr. Woods presently serve as members of the Issuer's Board of Directors. The name, business address, citizenship, present principal occupation or employment of each director and executive officer of L.E. Simmons & Associates are set forth on Schedule I hereto. Except as set forth above there are no other (i) directors of L.E. Simmons & Associates, (ii) executive officers of L.E. Simmons & Associates, (iii) persons who control L.E. Simmons & Associates or (iv) executive officers or directors of any corporation or other person that is ultimately in control of L.E. Simmons & Associates. During the past five years, none of the foregoing parties or the persons listed on Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the foregoing parties or the persons listed on Schedule I is, and during the last five years none of such parties or the persons listed on Schedule I has been, party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. SCF-III purchased 4,200,000 shares of Common Stock and warrants to purchase 2,533,000 shares of Common Stock for aggregate consideration of $31,000,000 pursuant to a Subscription Agreement dated as of January 3, 1996 between SCF-III and the Issuer (the "Subscription Agreement"). SCF-III obtained the consideration required under the Subscription Agreement from its limited partners in the form of capital contributions. The Subscription Agreement is incorporated herein in its entirety by reference to Exhibit A hereto. FGSI Partners acquired beneficial ownership of 1,999,999 shares of Common Stock through the conversion of 47,791.15 shares of common stock of Fiber Glass Systems, Inc, a Texas corporation ("Fiber Glass Systems"), pursuant to the merger (the "FGSI Merger") consummated on March 7, 1997, pursuant to an Agreement and Plan of Merger dated as of March 7, 1997 among the Issuer, FGS Acquisition Corp., a wholly-owned subsidiary of Fiber Glass Systems, and Fiber Glass Systems (the "FGSI Merger Agreement"). The FGSI Merger 9 Agreement is incorporated herein in its entirety by reference to Exhibit C hereto. Subsequent to the consummation of the FGSI Merger, Fiber Glass Systems was liquidated. ITEM 4. PURPOSE OF TRANSACTION. The acquisitions of the Securities by SCF-III, FGSI Partners and L.E. Simmons were made for investment purposes. SCF-III, FGSI Partners and L.E. Simmons intend to review their investments in the Securities of the Issuer on a continuing basis and, depending upon the price of, and other market conditions relating to, the Securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to SCF-III, FGSI Partners and L.E. Simmons, general stock market and economic conditions, tax considerations and other factors deemed relevant, L.E. Simmons may decide to increase or decrease the size of his investment in the Issuer, SCF-III and FGSI Partners (which are closed partnerships and have no ability to increase their respective investments in the Issuer) may decide to decrease the size of their respective investments and may elect to the extent permitted by law to distribute all or a portion of their respective Securities to their respective partners. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b). Based upon information contained in the Issuer's periodic reports, approximately 97,277,523 shares of the Issuer's Common Stock were issued and outstanding as of May 5, 2003. SCF-III directly beneficially owns 3,425,425 shares of Common Stock. SCF-III shares voting and investment power respecting such 3,425,425 shares, which constitute approximately 3.5% of the outstanding Common Stock of the Issuer, with SCF-II, L.E. Simmons & Associates and L.E. Simmons. SCF-II does not directly own any securities of the Issuer, but, because it is the sole general partner of SCF-III, it may be deemed to beneficially own, and share voting and investment power respecting, all of the securities of the Issuer beneficially owned by SCF-III. As a result, it may be deemed to beneficially own 3,425,425 shares of Common Stock, which shares constitute approximately 3.5% of the outstanding Common Stock of the Issuer. FGSI Partners directly beneficially owns 1,241,160 shares of Common Stock. FGSI Partners shares voting and investment power respecting such 1,241,160 shares, which constitute approximately 1.3% of the outstanding Common Stock of the Issuer, with SCF Partners, L.E. Simmons & Associates and L.E. Simmons. SCF Partners does not directly own any securities of the Issuer, but because it is the sole general partner of FGSI Partners, it may be deemed to beneficially own, and share voting and investment power respecting, all of the securities of the Issuer beneficially owned by FGSI Partners. As a result, it may be deemed to beneficially own 1,241,160 shares of Common Stock, which constitute approximately 1.3% of the Common Stock of the Issuer. L.E. Simmons & Associates directly beneficially owns 5,400 shares of Common Stock of the Issuer. In addition, because it is the sole general partner of SCF-II and SCF Partners, L. E. 10 Simmons & Associates may be deemed to beneficially own, and share voting and investment power respecting, all of the securities of the Issuer beneficially owned by SCF-II and SCF Partners. As a result, it may be deemed to beneficially own 4,671,985 shares of Common Stock, which constitute approximately 4.8% of the outstanding Common Stock of the Issuer. L.E. Simmons may be deemed to beneficially own 5,004,552 shares of Common Stock, which constitute approximately 5.1% of the Common Stock of the Issuer. Mr. Simmons directly beneficially owns 332,567 shares of Common Stock. Mr. Simmons has sole voting and dispositive power respecting such 332,567 shares, which constitute less than 1% of the outstanding Common Stock of the Issuer. Mr. Simmons is deemed to beneficially own an additional 14,000 shares of Common Stock which may be acquired within 60 days pursuant to the exercise of stock options. Mr. Simmons has sole voting and dispositive power respecting such 14,000 shares, which constitute less than 1% of the outstanding Common Stock of the Issuer. Additionally, because Mr. Simmons is the sole stockholder of L.E. Simmons & Associates, he may be deemed to beneficially own, and share voting and investment power respecting, all of the securities of the Issuer that L.E. Simmons & Associates Incorporated may be deemed to beneficially own. As a result, Mr. Simmons may be deemed to beneficially own an additional 4,671,985 shares of Common Stock. On June 3, 2003, SCF-III sold 734,032 shares of Common Stock at a price of $20.75 per share (net of commissions and applicable fees). On June 3, 2003, FGSI Partners sold 265,968 shares of Common Stock at a price of $20.75 per share (net of commissions and applicable fees). Other than the foregoing transactions, no person identified in response to Item 5 above has effected any transactions in the Common Stock of the Issuer during the preceding sixty days. (d) and (e). Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with SCF-III's entering into the Subscription Agreement, D.O.S. Ltd. agreed to pay SCF-III a fee of $1.9 million upon the consummation of the merger (the "D.O.S. Merger") consummated on April 24, 1996 pursuant to an Agreement and Plan of Merger dated as of January 3, 1996 among the Issuer, Grow Acquisition Limited, a wholly-owned subsidiary of the Issuer and D.O.S. Ltd., (the "D.O.S. Merger Agreement") and the transactions contemplated by the Subscription Agreement. D.O.S. Ltd. also retained L.E. Simmons & Associates as one of its financial advisors in connection with the D.O.S. Merger. Upon consummation of the D.O.S. Merger, L.E. Simmons & Associates received a fee of $2.0 million. Such fees received by L.E. Simmons & Associates were credited against management fees owed by the limited partners of SCF-III to SCF-II, the general partner of SCF-III. In connection with the execution of the D.O.S. Merger Agreement, SCF-III entered into a Registration Rights Agreement (the "D.O.S. Registration Rights Agreement") among the Issuer, SCF-III, D.O.S. Partners, Panmell (Holdings) Ltd., Actinium Holding Corporation and Kadoorie 11 McAulay International Ltd. pursuant to which SCF-III and D.O.S. Partners have the right, subject to certain restrictions, to demand registration of their shares of Common Stock by and at the expense of the Issuer on one occasion and will also be entitled to "piggy back" registration rights, subject to certain restrictions, in offerings initiated by the Issuer. The form of D.O.S. Registration Rights Agreement is attached as Exhibit B to the D.O.S. Merger Agreement which is incorporated herein by reference to Exhibit A hereto. The D.O.S. Registration Rights Agreement is incorporated herein in its entirety by reference to Exhibit A hereto. In connection with the execution of the FGSI Merger Agreement, FGSI Partners entered into a Registration Rights Agreement (the "FGSI Registration Rights Agreement") among the Issuer, FGSI Partners, Gholamhossein Arian Nejad, Steven A. Heintz and VOS Groep, B.V. pursuant to which FGSI Partners is entitled to "piggy back" registration rights, subject to certain restrictions, in offerings initiated by the Issuer. The form of FGSI Registration Rights Agreement is attached as Exhibit B to the FGSI Merger Agreement which is incorporated herein by reference to Exhibit C hereto. The Registration Rights Agreement is incorporated herein in its entirety by reference to Exhibit C hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT A Subscription Agreement dated as of January 3, 1996 between the Issuer (formerly Tuboscope Vetco International Corporation) and SCF-III, L.P. (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on January 16, 1996). EXHIBIT B Agreement and Plan of Merger dated as of January 3, 1996 among the Issuer (formerly Tuboscope Vetco International Corporation), Grow Acquisition Limited and D.O.S. Ltd. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on January 16, 1996). EXHIBIT C Agreement and Plan of Merger by and among the Issuer (formerly Tuboscope Vetco International Corporation), FGS Acquisition Corp. and Fiber Glass Systems, Inc. (incorporated herein by reference to Exhibit C to the 13D/A of the reporting persons filed respecting Varco International Inc. on January 4, 2001). EXHIBIT D Joint Filing Agreement among SCF II, L.P., SCF-II, L.P., FGSI Partners, L.P., SCF Partners, L.P., L.E. Simmons & Associates, Incorporated and L.E. Simmons. 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 10, 2003 SCF-III, L.P. By: SCF-II, L.P. By: L.E. Simmons & Associates, Incorporated By: /s/ Anthony DeLuca -------------------------------------------- Anthony DeLuca, Managing Director SCF-II, L.P. By: L.E. Simmons & Associates, Incorporated By: /s/ Anthony DeLuca ----------------------------------------------------- Anthony DeLuca, Managing Director FGSI PARTNERS, L.P. By: SCF Partners, L.P. By: L.E. Simmons & Associates, Incorporated By: /s/ Anthony DeLuca -------------------------------------------- Anthony DeLuca, Managing Director SCF PARTNERS, L.P. By: L.E. Simmons & Associates, Incorporated By: /s/ Anthony DeLuca ----------------------------------------------------- Anthony DeLuca, Managing Director L.E. SIMMONS & ASSOCIATES, INCORPORATED By: /s/ Anthony DeLuca -------------------------------------------------------------- Anthony DeLuca, Managing Director L.E. SIMMONS /s/ L.E. Simmons ----------------------------------------------------------------------- L.E. Simmons, individually
13 SCHEDULE I LIST OF DIRECTORS AND EXECUTIVE OFFICERS
NAME AND ADDRESS POSITION CITIZENSHIP ---------------- -------- ----------- Mr. L. E. Simmons Director, Chairman and President U.S. SCF Partners 600 Travis Street, Suite 6600 Houston, TX 77002 Mr. Russell B. Hawkins Director U.S. 600 Travis Street, Suite 6600 Houston, TX 77002 Mr. James D. Woods Director U.S. 600 Travis Street, Suite 6602 Houston, TX 77002 Mr. David C. Baldwin Managing Director U.S. SCF Partners 600 Travis Street, Suite 6600 Houston, TX 77002 Mr. Anthony F. DeLuca Managing Director U.S. SCF Partners 600 Travis Street, Suite 6600 Houston, TX 77002 Mr. Andrew L. Waite Managing Director U.S. SCF Partners 600 Travis Street, Suite 6600 Houston, TX 77002 Ms. Amy Nelson Vice President U.S. SCF Partners 600 Travis Street, Suite 6600 Houston, TX 77002 Ms. Claribel J. Bonilla Secretary U.S.
14 EXHIBIT INDEX EXHIBIT A Subscription Agreement dated as of January 3, 1996 between the Issuer (formerly Tuboscope Vetco International Corporation) and SCF-III, L.P. (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on January 16, 1996). EXHIBIT B Agreement and Plan of Merger dated as of January 3, 1996 among the Issuer (formerly Tuboscope Vetco International Corporation), Grow Acquisition Limited and D.O.S. Ltd. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on January 16, 1996). EXHIBIT C Agreement and Plan of Merger by and among the Issuer (formerly Tuboscope Vetco International Corporation), FGS Acquisition Corp. and Fiber Glass Systems, Inc. (incorporated herein by reference to Exhibit C to the 13D/A of the reporting persons filed respecting Varco International Inc. on January 4, 2001). EXHIBIT D Joint Filing Agreement among SCF II, L.P., SCF-II, L.P., FGSI Partners, L.P., SCF Partners, L.P., L.E. Simmons & Associates, Incorporated and L.E. Simmons. 15