-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NAtHkra3HWaygMtciyq/o7oaZZ6S56ZhdD+Gmi5MRdJ7Pp3T6ITfQbjyc5Def8Z1 ZIs6yB5I2F+Dwu3D0Me5VQ== 0000899243-96-000404.txt : 19960503 0000899243-96-000404.hdr.sgml : 19960503 ACCESSION NUMBER: 0000899243-96-000404 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960502 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUBOSCOPE VETCO INTERNATIONAL CORP CENTRAL INDEX KEY: 0000860097 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 760252850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41324 FILM NUMBER: 96555640 BUSINESS ADDRESS: STREET 1: 2835 HOLMES ROAD CITY: HOUSTON STATE: TX ZIP: 77051 BUSINESS PHONE: 7137995100 MAIL ADDRESS: CITY: 2835 HOLMES ROAD STATE: TX ZIP: 77051 FORMER COMPANY: FORMER CONFORMED NAME: TUBOSCOPE CORP DATE OF NAME CHANGE: 19920608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PANMELL HOLDINGS LTD CENTRAL INDEX KEY: 0001013457 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 905 SILVERCORD TOWER III STREET 2: 30 CANTON ROAD TSIMSHATSUI CITY: KOWLOON STATE: K3 ZIP: 00000 MAIL ADDRESS: STREET 1: 905 SILVERCORD TOWER III STREET 2: 30 CANTON ROAD TSIMSHATSUI CITY: KOWLOON STATE: K3 ZIP: 00000 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ SCHEDULE 13D Under the Securities Exchange Act of 1934 TUBOSCOPE VETCO INTERNATIONAL CORPORATION - -------------------------------------------------------------------------------- (Name of the Issuer) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 898 600 101 - -------------------------------------------------------------------------------- (CUSIP Number) Y.L. Loh 9, Lorong Tukang Dua Singapore 2261 011-65-734-5022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 24, 1996 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with this statement [x] Page 1 of 7 Pages Exhibit Index on Page 7 CUSIP No. 898 600 101 13D Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Panmell (Holdings) Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong 7 SOLE VOTING POWER NUMBER OF 3,487,862 SHARES ------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED None BY ------------------------ EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 3,487,862 ------------------------ 10 SHARED DISPOSITIVE POWER None ------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,487,862 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% 14 TYPE OF REPORTING PERSON CO CUSIP No. 898 600 101 13D Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Y.L. Loh 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Singapore 7 SOLE VOTING POWER NUMBER 3,487,862 OF ------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED ------------------------ BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,487,862 WITH ------------------------ 10 SHARED DISPOSITIVE POWER None ------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,487,862 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% 14 TYPE OF REPORTING PERSON IN CUSIP No. 898 600 101 13D Page 4 of 7 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.01 per share (the "Common Stock") of Tuboscope Vetco International Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 2835 Holmes Road, Houston, Texas 77051. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed jointly by Panmell (Holdings) Limited ("Panmell") and Y.L. Loh. Panmell is a corporation organized under the laws of Hong Kong. Panmell's principal business is to serve as a holding company for certain investments of the Loh family. Panmell's sole shareholder is Y.L. Loh. The address of the principal business and principal offices of Panmell is 905 Silvercord, Tower 2, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong. Mr. Y.L. Loh is a majority shareholder of Panmell and a director. As such, Mr. Loh controls Panmell. Mr. Loh's principal occupation is the management of his family's investments. Mr. Loh is a citizen of Singapore and his business address is 9, Lorong Tukang Dua, Singapore 2261. Ms. Lohsook Min is a director of Panmell and her principal occupation is her service as a director of Panmell. Ms. Min's residence and business address is 37 Jalan Hikayat, Singapore 27. Ms. Min is a citizen of Singapore. Except as set forth above there are no other (i) directors of Panmell, (ii) executive officers of Panmell, (iii) persons who control Panmell or (iv) executive officers or directors of any corporation or other person that is ultimately in control of Panmell. During the past five years, none of the foregoing parties has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the foregoing parties is, and during the last five years none of such parties 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 law. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Panmell has acquired beneficial ownership of its shares of Common Stock through the conversion of 7,508,853 shares of its Common Stock of D.O.S. Ltd. into 3,487,862 shares of Common Stock pursuant to the merger of D.O.S. Ltd., Grow Acquisition Limited, a wholly-owned subsidiary of the Issuer ("Sub"), and the Issuer (the "Merger"). The Merger was consummated on April 24, 1996 pursuant to an Agreement and Plan of Merger dated as of January 3, 1996 among the Issuer, Sub and D.O.S. Ltd. The Merger Agreement provides, among other things, that each outstanding share of D.O.S. Ltd. Common Stock converts into .4645 shares of Common Stock of the Issuer or approximately an aggregate of 16,671,945 shares of Common Stock of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. The shares of Common Stock of the Issuer owned by Panmell were acquired pursuant to the Merger. Subject to stock market conditions, the price of the Common Stock and other considerations, Panmell presently intends to sell, in open market transactions or otherwise, shares of Common Stock of the Issuer that it owns. Because Panmell is deemed an affiliate of D.O.S. Ltd., sales by Panmell of its shares of Common Stock will be subject to Rule 145, as promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and certain other restrictions under the Securities Act. The number of shares of Common Stock to be sold by Panmell, and the time period during which such shares will be sold or distributed, will depend on various factors, including those enumerated above and other considerations which Panmell may deem relevant. Panmell intends to review its investment in the Issuer on a continuing basis and, depending upon the price of the Common Stock, subsequent developments affecting the Issuer, the Issuer's business and prospects, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to stop selling its Common Stock or increase the number of shares of Common Stock to be sold. CUSIP No. 898 600 101 13D Page 5 of 7 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Based upon information set forth in the Issuer's Annual Report on Form 10-K for 1995 (the "Form 10-K") and the Issuer's proxy statement dated March 25, 1996 (the "Proxy Statement") in connection with stockholder approval of the Merger and certain other matters, each as filed with the Securities and Exchange Commission, approximately 40,932,000 shares of the Issuer's Common Stock are considered issued and outstanding as of April 24, 1996. Pursuant to the Form 10-K, 18,560,075 shares of Common Stock were issued and outstanding as of March 5, 1996. Pursuant to the Proxy Statement, approximately 16,671,945 shares of Common Stock will be issued in exchange for all of the outstanding shares of Common Stock of D.O.S. Ltd. pursuant to the terms of the Merger Agreement. In addition, the Issuer issued an aggregate of 5,700,000 shares of Common Stock to certain shareholders of D.O.S. Ltd. and the Issuer pursuant to transactions that were consummated on April 24, 1996 in conjunction with the consummation of the Merger. The shares of Common Stock owned by Panmell may be deemed to be beneficially owned by the other reporting persons set forth herein. Such 3,487,862 shares of Common Stock constitute approximately 8.5% of the total issued and outstanding shares of Common Stock at April 24, 1996, taking into account the shares issued in connection with the Merger and certain related transactions. Of such shares, 204,991 shares are being held in escrow pending distribution pursuant to the terms of the Merger Agreement. Y.L. Loh does not directly own any securities of the Issuer, but, because Mr. Loh is the majority shareholder and director of, and controls Panmell, he may be deemed to own all of the securities of the Issuer owned by Panmell. As a result, Mr. Loh may be deemed to beneficially own 3,487,862 shares of Common Stock constituting approximately 8.5% of the total issued and outstanding shares of Common Stock as of April 24, 1996, taking into account the shares issued in connection with the Merger and certain related transactions. ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the Merger Agreement, Panmell entered into a Registration Rights Agreement (the "Registration Rights Agreement"), among the Issuer, SCF III, L.P., D.O.S. Partners, L.P., Actinium Holding Corporation ("Actinium") and Kadoorie McAulay International Ltd. ("KMIL"). Panmell was granted certain piggyback and demand registration rights, subject to certain terms and conditions to register for resale the shares of Common Stock that Panmell received in the Merger. After the first anniversary date of the Registration Rights Agreement, the holder or holders of a majority of the Common Stock held in the aggregate by KMIL, Actinium and Panmell have the right to demand a registration under the Securities Act of 1933, as amended, of all or a part of the shares of Common Stock held by such group. The form of Registration Rights Agreement is incorporated herein by reference in Exhibit 1. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Registration Rights Agreement dated as of April 24, 1996 among Tuboscope Vetco International Corporation, Panmell (Holdings) Limited, SCF III, L.P., D.O.S. Partners L.P., Kadoorie McAulay International Ltd. and Actinium Holding Corporation (incorporated herein by reference to Exhibit 1 to the Schedule 13-D filed on January 18, 1996 by SCF-III, L.P., SCF-II, L.P., L.E. Simmons & Associates Incorporated, L.E. Simmons and D.O.S. Ltd.) CUSIP No. 898 600 101 13D Page 6 of 7 Pages SIGNATURE After reasonable 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. PANMELL (HOLDINGS) LIMITED April 26, 1996 By: /s/ Y.L. Loh ----------------- --------------- Date Name: Y.L. Loh Title: Director April 26, 1996 /s/ Y.L. Loh ----------------- --------------- Date Y.L. Loh The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) CUSIP No. 898 600 101 13D Page 7 of 7 Pages EXHIBIT INDEX Exhibit - ------- 1. Registration Rights Agreement dated as of April 24, 1996 among Tuboscope Vetco International Corporation, Panmell (Holdings) Limited, SCF III, L.P., D.O.S. Partners L.P., Kadoorie McAulay International Ltd. and Actinium Holding Corporation (incorporated herein by reference to Exhibit 1 to the Schedule 13-D filed on January 18, 1996 by SCF-III, L.P., SCF-II, L.P., L.E. Simmons & Associates Incorporated, L.E. Simmons and D.O.S. Ltd.) -----END PRIVACY-ENHANCED MESSAGE-----