As filed with the Securities and Exchange Commission on January 30, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WEATHERFORD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2515019
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
515 POST OAK BOULEVARD,
SUITE 600
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION AGREEMENTS DATED SEPTEMBER 26, 2001 WITH NON-EMPLOYEE DIRECTORS
WARRANT AGREEMENT DATED SEPTEMBER 26, 2001
(Full title of the plan)
BURT M. MARTIN
WEATHERFORD INTERNATIONAL, INC.
515 POST OAK BOULEVARD, SUITE 600
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 693-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED SHARE(1) PRICE(1) FEE
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COMMON STOCK, $1.00 PAR VALUE 360,000(2) $ 36.92 $ 13,291,200 $1,222.79
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(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 share of Common Stock as
reported by the New York Stock Exchange, Inc. on January 28, 2002.
(2) Includes (i) an aggregate of 360,000 shares of Common Stock of Weatherford
International, Inc. for stock option agreements and a warrant agreement
with each of our non-employee directors and (ii) an indeterminable number
of shares of Common Stock issuable as a result of the anti-dilution
provisions in the foregoing agreements.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Weatherford International, Inc., a Delaware corporation (the "Company" or
"Registrant"), incorporates by reference in this Registration Statement the
following documents:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, as amended by Amendment Nos. 1 and 2 to Form 10-K
on Forms 10 K/A;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001;
4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001;
5. The Registrant's Current Report on Form 8-K dated January 30, 2001;
6. The Registrant's Current Report on Form 8-K dated February 9, 2001, as
amended by Amendment No. 1 to Form 8-K on Form 8-K/A;
7. The Registrant's Current Report on Form 8-K dated April 19, 2001;
8. The Registrant's Current Report on Form 8-K dated July 16, 2001;
9. The Registrant's Current Report on Form 8-K dated August 13, 2001;
10. The Registrant's Current Report on Form 8-K dated October 24, 2001;
11. The Registrant's Current Report on Form 8-K dated November 6, 2001;
12. The Registrant's Current Report on Form 8-K dated November 16, 2001;
13. The Registrant's Current Report on Form 8-K dated November 30, 2001;
and
14. The description of the Common Stock contained in a registration
statement on Form 8-A (filed May 19, 1994) and as amended by the Registrant's
Registration Statement on Form S-3 (Registration No. 333-44272), including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Burt M. Martin, Vice President-Legal of the Registrant, is eligible to
participate in the Weatherford International, Inc. 1998 Employee Stock Option
Plan and holds options to purchase 239,013 shares of Common Stock thereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's Amended and Restated Certificate of Incorporation, as amended,
provides that the Registrant's directors are not liable to the Registrant or its
stockholders for monetary damages for breach of their fiduciary duty, subject to
the described exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the
Registrant the power to indemnify each officer and director of the Registrant
against liabilities and expenses incurred by reason of the fact that he is or
was an officer or director of the Registrant if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Amended and Restated
By-laws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
David J. Butters and Robert B. Millard, employees of Lehman Brothers Inc.
("Lehman Brothers"), constitute two of the eight members of the Board of
Directors of the Registrant. Under the restated certificates of incorporation,
as amended to date, of Lehman Brothers and its parent, Lehman Brothers Holdings
Inc. ("Holdings"), both Delaware corporations, Messrs. Butters and Millard, in
their capacity as directors of the Registrant, are to be indemnified by Lehman
Brothers and Holdings to the fullest extent permitted by Delaware law. Messrs.
Butters and Millard are serving as directors of the Registrant at the request of
Lehman Brothers and Holdings.
Section 145 of the Delaware General Corporation Law also empowers the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Registrant against liability asserted against
or incurred by him in any such capacity, whether or not the Registrant would
have the power to indemnify such officer or director against such liability
under the provisions of Section 145. The Registrant has purchased and maintains
a directors' and officers' liability policy for such purposes. Messrs. Butters
and Millard are insured against certain liabilities which they may incur in
their capacity as directors pursuant to insurance maintained by Holdings.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 - Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to Exhibit No.
3.1 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-13086) filed March 30,
1999).
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4.2 - Amended and Restated By-laws of the Registrant, as amended
(incorporated by reference to Exhibit No. 3.2 to the
Registrant's Current Report on Form 8-K (File 1-13086), filed
June 2, 1998).
4.3 - Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3
(Reg. No. 333-41344)).
4.4 - 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 the Registrant's Current Report on Form
8-K (File 1-13086) filed June 16, 1998).
4.5 - 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 the Registrant's Registration Statement
on Form S-3 (Reg. No. 333-45207)).
4.6 - 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 the Registrant's Current Report on Form 8-K (File
1-13086) filed November 5, 1997).
4.7 - 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 the Registrant's Current Report on Form 8-K
(File 1-13086) filed November 5, 1997).
4.8 - 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).
4.9 - 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
Weatherford Enterra, Inc.'s Current Report on Form 8-K (File No.
1-7867) filed June 2, 1996).
4.10 - 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).
4.11 - Second Supplemental Indenture dated June 30, 2000, between
Weatherford International, Inc. and The Bank of New York, as
trustee (including form of Debenture) (incorporated by reference
to Exhibit 4.1 to the Registrant's Current Report on Form 8-K
(File No. 1-13086) dated June 19, 2000).
4.12 - Registration Rights Agreement dated June 30, 2000, between
Weatherford International, Inc. and Morgan Stanley & Co.
Incorporated (incorporated by
II-4
reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K (File No. 1-13086) dated June 19, 2000).
4.13 - 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 of the Quarterly
Report on Form 10-Q of Universal Compression Holdings, Inc.
(File No. 001-15843) filed on February 14, 2001).
4.14 - 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
November 30, 2001).
4.15 - 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).
4.16 - 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 our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001 (File No. 1-13086)).
4.17 - 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 our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 (File No. 1-13086)).
4.18 - 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) filed on
November 20, 2001).
4.19 - Form of Stock Option Agreement for Non-Employee Directors dated
September 26, 2001.
4.20 - Form of Warrant Agreement with Robert K. Moses, Jr. dated
September 26, 2001.
5.1 - Opinion of Burt M. Martin, Vice President-Legal of the
Registrant.
23.1 - Consent of Burt M. Martin, Vice President-Legal of the
Registrant (included in Exhibit 5.1).
23.2 - Consent of Arthur Andersen LLP with respect to Weatherford
International, Inc.
24.1 - Powers of Attorney (included on page II-7 of this Registration
Statement).
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ITEM 9. 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 of 1933;
(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 volume 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 Securities and Exchange 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 disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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
of 1933 and is, therefore, unenforceable. In the event that 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 of 1933 and will be governed by the final adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on January 30, 2002.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Bernard J. Duroc-Danner
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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, January 30, 2002
----------------------------------- Chairman of the Board and Director
Bernard J. Duroc-Danner (Principal Executive Officer)
/s/ Lisa W. Rodriguez Vice President-Finance and January 30, 2002
----------------------------------- Accounting
Lisa W. Rodriguez (Principal Financial and Accounting
Officer)
/s/ Philip Burguieres Director January 30, 2002
-----------------------------------
Philip Burguieres
/s/ David J. Butters Director January 30, 2002
-----------------------------------
David J. Butters
/s/ Sheldon B. Lubar Director January 30, 2002
-----------------------------------
Sheldon B. Lubar
/s/ William E. Macaulay Director January 30, 2002
-----------------------------------
William E. Macaulay
/s/ Robert B. Millard Director January 30, 2002
-----------------------------------
Robert B. Millard
/s/ Robert K. Moses, Jr. Director January 30, 2002
-----------------------------------
Robert K. Moses, Jr.
/s/ Robert A. Rayne Director January 30, 2002
-----------------------------------
Robert A. Rayne
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant, as amended (incorporated by reference to Exhibit
No. 3.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-13086) filed March
30, 1999).
4.2 Amended and Restated By-laws of the Registrant, as amended
(incorporated by reference to Exhibit No. 3.2 to the
Registrant's Current Report on Form 8-K (File 1-13086) filed
June 2, 1998).
4.3 Certificate of Designation of the Registrant's Series A
Preferred Stock, par value $1.00 per share (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3
(Reg. No. 333-41344)).
4.4 Amended and Restated Credit Agreement dated as of May 27,
1998, among EVI Weatherford, 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 the Registrant's Current Report on Form 8-K
(File 1-13086) filed June 16, 1998).
4.5 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 the Registrant's Registration
Statement on Form S-3 (Reg. No. 333-45207)).
4.6 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 the Registrant's Current Report on Form 8-K
(File 1-13086) filed November 5, 1997).
4.7 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 the Registrant's Current Report
on Form 8-K (File No. 1-13086) filed November 5, 1997).
4.8 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).
4.9 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 Weatherford Enterra, Inc.'s Current Report on Form 8-K
(File No. 1-7867) filed June 2, 1996).
4.10 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).
4.11 Second Supplemental Indenture dated June 30, 2000, between
Weatherford International, Inc. and The Bank of New York, as
trustee (including form of Debenture) (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K (File No. 1-13086) dated June 19, 2000).
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 the
Registrant's Current Report on Form 8-K (File No. 1-13086)
dated June 19, 2000).
4.13 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 of the
Quarterly Report on Form 10-Q of Universal Compression
Holdings, Inc. (File No. 001-15843) filed on February 14,
2001).
4.14 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
November 30, 2001).
4.15 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).
4.16 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 our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001 (File No. 1-13086)).
4.17 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 our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 (File No. 1-13086)).
4.18 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) filed
on November 20, 2001).
4.19 Form of Stock Option Agreement for Non-Employee Directors
dated July 5, 2000.
4.20 Form of Warrant Agreement with Robert K. Moses, Jr. dated July
5, 2000.
5.1 Opinion of Burt M. Martin, Vice President-Legal of the
Registrant.
23.1 Consent of Burt M. Martin, Vice President-Legal of the
Registrant (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP with respect to Weatherford
International, Inc.
24.1 Powers of Attorney (included on page II-7 of this Registration
Statement).