SC 13D 1 the-13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC. (NAME OF ISSUER) COMMON STOCK $0.00001 PAR VALUE (TITLE OF CLASS OF SECURITIES) 099469108 (CUSIP NUMBER) JACK PFEILSTICKER ASSISTANT GENERAL COUNSEL THE PRUDENTIAL INSURANCE COMPANY OF AMERICA FOUR GATEWAY CENTER 100 MULBERRY STREET NEWARK, NEW JERSEY 07102-4069 (973) 802-9200 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JULY 5, 2001 (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 STATEMENT BECAUSE OF RULE 13d-1(e), 13d-1(f) OR 13d-1(g), CHECK THE FOLLOWING BOX [ ]. NY2:\1054001\03\ML9T03!.DOC\68535.0138 13D CUSIP NO. 099469108 PAGE 2 of 11 Pages - -- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE PRUDENTIAL INSURANCE COMPANY OF AMERICA -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. S0URCE OF FUNDS Not applicable -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 19,024,219 REPORTING PERSON WITH ----------------------------------- 8. SHARED VOTING POWER 0 ----------------------------------- 9. SOLE DISPOSITIVE POWER 19,024,219 ----------------------------------- 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,024,219 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.87% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IC, IA -------------------------------------------------------------------------------- 2 Item 1. Security and Issuer. ------------------- The equity securities to which this Statement on Schedule 13D relates are shares of common stock, par value $0.00001 per share ("Common Stock") of Boots & Coots International Well Control, Inc. (the "Company"), a Delaware corporation, with its principal executive offices located at 777 Post Oak Boulevard, Suite 800, Houston, Texas 77056. Item 2. Identity and Background. ----------------------- This statement is filed on behalf of The Prudential Insurance Company of America, a New Jersey corporation ("Prudential"). Prudential is an insurance and financial services company. The address of Prudential is Prudential Plaza, 751 Broad Street, Newark, New Jersey 07102-3777. The executive officers of Prudential are listed below. The principal business address for each executive officer is Prudential Plaza, 751 Broad Street, Newark, New Jersey 07102-3777. Each executive officer is a citizen of the United States of America unless otherwise specified below. EXECUTIVE OFFICERS Arthur F. Ryan Chairman of the Board, Chief Executive Officer and President Vivian L. Banta Executive Vice President, Individual Financial Services Michele S. Darling Executive Vice President, Corporate Governance and Human Resources (Canadian Citizen) Robert C. Golden Executive Vice President, Operations & Systems Mark B. Grier Executive Vice President, Financial Management Jean D. Hamilton Executive Vice President, Institutional Rodger A. Lawson Executive Vice President, International Investment and Global Marketing Communications Kiyofumi Sakaguchi Executive Vice President, International Insurance (Japanese Citizen) 3 John R. Strangefeld, Jr. Executive Vice President, Global Asset Management Richard J. Carbone Senior Vice President and Chief Financial Officer John M. Liftin Senior Vice President and General Counsel Schedule I attached hereto and incorporated herein sets forth with respect to each director of Prudential his or her name, residence or business address, citizenship, present principal occupation or employment and the name and principal business address of any corporation or other organization in which such employment is conducted. During the last five years, neither Prudential, nor to the best of its knowledge, any of its executive officers or directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a 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 violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The Warrants (as defined below) and Series G Stock (as defined below) were acquired, along with other consideration as set forth in the Restructuring Agreement (as defined below) in exchange for the cancellation of the 11.28% Notes (as defined below) and the Original Warrant (as defined below) issued by the Company in favor of Prudential on July 23, 1998. Item 4. Purpose of Transaction. ---------------------- On July 23, 1998, the Company and Prudential entered into a Subordinated Note and Warrant Purchase Agreement (the "Purchase Agreement") pursuant to which the Company issued to Prudential its 11.28% senior subordinated notes in the aggregate principal amount of $30,000,000, to mature July 23, 2006 (the "11.28% Notes") in exchange for cash payment of 100% of the aggregate principal amount. In addition, the Company issued to Prudential a warrant evidencing rights to purchase an aggregate of 3,165,396 shares of Common Stock, at an initial exercise price per share of $6.70 (the "Original Warrant"). On December 28, 2000 the Company and Prudential entered into a Subordinated Note Restructuring Agreement (the "Restructuring Agreement") whereby the Purchase Agreement was terminated and Prudential agreed to waive all of the Company's defaults thereunder and cancel the 11.28% Notes and the Original Warrant in exchange for: (i) a $12,000,000 cash payment; (ii) a $7,200,000 12% senior subordinated promissory note dated December 28, 2000 by the Company, in favor of Prudential (as may be exchanged, subdivided or 4 replaced, the "Note"); (iii) 50,000 shares of Series E Cumulative Senior Preferred Stock of the Company ($5,000,000 face value) (the "Series E Stock"); (iv) 80,000 shares of Series G Cumulative Convertible Preferred Stock of the Company ($8,000,000 face value) (the "Series G Stock"); and (v) warrants for the purchase of an aggregate of up to 11,965,396 shares of Common Stock (the "Warrants"). A copy of the Restructuring Agreement is attached hereto as Exhibit 1. The Restructuring Agreement contains customary affirmative and negative covenants similar to those present in the Purchase Agreement. The covenants, which are effective for so long as the Note is outstanding, include specific financial requirements, and restrict the Company's and its subsidiaries' ability to incur indebtedness, make restricted payments, grant security interests, merge and dispose of assets. A copy of the Note is attached hereto as Exhibit 2. The Note ranks subordinate in right of payment to the Company's senior debt, and is guaranteed, on a subordinate basis, by each of the Company's subsidiaries in favor of Prudential and its successors and assigns pursuant to the terms of Subordinated Guaranty Agreements, dated as of December 28, 2000 between the Company's subsidiaries and Prudential. Copies of the Subordinated Guaranty Agreements are attached hereto as Exhibit 3. The holders of record of the Series E Stock are entitled to receive cumulative dividends at a rate of 10% per annum from the date of issuance through the third anniversary thereof, and 12% per annum thereafter, compounded semi-annually, on the face value of the Series E Stock. Payment of dividends may be made for the first two years, at the Company's discretion, in the form of additional shares of Series E Stock ("Series E PIK Shares"). Prudential received 2,500 Series E PIK Shares on June 1, 2001. Holders of Series E Stock have customary voting rights and protective provisions. The Series E Stock is convertible, beginning five years from the date of issuance, into a like number of shares of Series F Cumulative Senior Preferred Stock ("Series F Stock"). The holders of record of the Series F Stock are entitled to receive cumulative dividends at a rate of 12% per annum, compounded semi-annually, on the face value of the Series F Stock. Holders of Series F Stock have customary voting rights and protective provisions. The Series F Stock is convertible, at any time, into shares of Common Stock at a conversion price equal to 85% of the average, for the 90 most recent trading days, of the high and low trading prices of the Common Stock on any national securities exchange or national automatic quotation system where the Common Stock is listed for trading, or if no such listing is in effect, the fair market value per share, as determined in good faith by the Company's board of directors. The holders of record of the Series G Stock are entitled to receive cumulative dividends at a rate of 10% per annum, compounded semi-annually, on the face value of the Series G Stock. Payment of dividends may be made for the first two years, at the Company's discretion, in the form of additional shares of Series G Stock ("Series G PIK Shares"). Holders of Series G 5 Stock have customary voting rights and protective provisions. The Series G Stock may be converted, at any time beginning September 3, 2001, into shares of Common Stock at a conversion price of $1.19 per share, subject to adjustment in the event of a stock split, stock dividend, recapitalization, reorganization or other similar event. Prudential received 4,000 Series G PIK Shares on June 1, 2001. The Series G Stock therefore represents 19,024,219 shares of Common Stock. The Warrants evidence the right to purchase an aggregate of 11,965,396 shares of Common Stock, at an exercise price per share of $0.625, at any time or from time to time, beginning on September 3, 2001, until 5:00 p.m., New York City time, on the later of (i) July 23, 2009 and (ii) six months after the date the Note is fully retired, all subject to the terms, conditions and adjustments set forth in the Warrants, a copy of which is attached hereto as Exhibit 4. Pursuant to the Restructuring Agreement, through January 2, 2002, the Company may deliver to Prudential in one payment of immediately available funds, $18,000,000 plus the amount of accrued interest on the Note, accrued but unpaid dividends on the Series E Stock and Series G Stock and other fees as disclosed in the Restructuring Agreement, in exchange for all of the issued and outstanding Notes, Series E Stock, Series E PIK Shares, Series G Stock and Series G PIK Shares (the "Call Option"). In the event the Company elects to exercise the Call Option, the Warrants will be retained by Prudential. The possible activities of Prudential are subject to change at any time. Except as set forth above, Prudential has no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) The responses of Prudential to Rows (11) through (13) of the cover pages of this statement on Schedule 13D are incorporated herein by reference. As of July 5, 2001, Prudential beneficially owned in the aggregate 19,024,219 shares of Common Stock, representing 31.87% of the outstanding shares of Common Stock (the outstanding shares of Common Stock, 40,672,090, being based on the number of shares outstanding as of May 11, 2001, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 plus the 19,024,219 shares of Common Stock that Prudential has the right to acquire under the Restructuring Agreement). Except as disclosed in this Item 5(a), neither Prudential, nor, to the best of its knowledge, any of its directors or executive officers beneficially owns any shares of Common Stock. (b) The responses of Prudential to (i) Rows (7) through (10) of the cover page of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. 6 (c) Except as disclosed in Item 4 hereof, neither Prudential, nor, to the best of its knowledge, any of its directors or executive officers, has effected any transaction in Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. --------------------------------------------------------------------- The Company and Prudential are parties to the Restructuring Agreement. The responses to Item 4 and Item 5 hereof are incorporated herein by reference. Except as herein disclosed, neither Prudential, nor, to the best of its knowledge, any of its directors or executive officers, are parties to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to the securities of the Company. Item 7. Material to be Filed as Exhibits. -------------------------------- 1. Subordinated Note Restructuring Agreement by and between the Company and Prudential, dated as of December 28, 2000. 2. $7,200,000 12% Senior Subordinated Note due December 30, 2005, dated December 30, 2000 by the Company in favor of Prudential. 3. Subordinated Guaranty Agreements, each dated as of December 28, 2000 by the Company's subsidiaries (Abasco, Inc., Boots & Coots Special Services, Inc., Elmagco, Inc., Hell Fighters, Inc., ITS Supply Corporation, IWC Engineering, Inc., IWC Services, Inc.) in favor of Prudential and its successors and assigns. 4. Warrants to purchase an aggregate of 11,965,396 shares of Common Stock, dated December 28, 2000, issued by the Company in favor of Prudential. 7 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: July 16, 2001 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Jack Pfeilsticker ---------------------------------------- Name: Jack Pfeilsticker Title: Assistant General Counsel 8 SCHEDULE I TO SCHEDULE 13D -------------------------- DIRECTORS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Each director is a citizen of the United States of America unless otherwise specified below:
Name Principal Occupation Title Address ---- -------------------------- ------- Franklin E. Agnew Business Consultant 600 Grant Street Suite 660 Pittsburgh, PA 15219 Frederic K. Becker President Wilentz Goldman & Spitzer, P.A. 90 Woodbridge Center Drive Post Office Box 10 Woodbridge, NJ 07095 Gilbert F. Casellas President and COO The Swarthmore Group, Inc. 1646 West Chester Pike Suite 3 West Chester, PA 19382 James G. Cullen Retired President and CEO Bell Telecom Atlantic Corp. 1310 North Court House Rd. 11th Floor Arlington, VA 22201 Carolyne K. Davis Independent Ernst & Young Health Care Advisor 1225 Connecticut Ave., NW Washington, DC 20036 Allan D. Gilmour Retired Vice Chairman, The Prudential Insurance Ford Motor Company Company of America 751 Broad Street Newark, NJ 07012-3777 William H. Gray III President and CEO United Negro College Fund, Inc. 8260 Willow Oaks Corp. Dr. Post Office Box 10444 Fairfax, VA 22031-4511 9 Jon F. Hanson Chairman Hampshire Management Company 235 Moore Street, Suite 200 Hackensack, NJ 07601 Glen H. Hiner Chairman and CEO Owens-Corning Corporation One Owens Corning Parkway Toledo, OH 43659 Constance J. Horner Guest Scholar The Brookings Institution 1775 Massachusetts Avenue, NW Washington, DC 20036-2188 Gaynor N. Kelly Retired Chairman and CEO The Perkin-Elmer Corporation 751 Broad Street, 23rd Floor Newark, NJ 07012 Burton G. Malkiel Professor of Economics Princeton University Department of Economics 110 Fisher Hall Prospect Avenue Princeton, NJ 08544-1021 Arthur F. Ryan Chairman, CEO and The Prudential Insurance President Company of America 751 Broad Street Newark, NJ 07012-3777 Ida F.S. Schmertz Consultant 90 Riverside Drive New York, NY 10024 Charles R. Sitter Retired President Exxon Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 Donald L. Staheli Retired Chairman and Continental Grain Company CEO 277 Park Avenue New York, NY 10172 10 Richard M. Thomson Retired Chairman and The Toronto-Dominion Bank CEO 11th Floor TD Tower (Canadian Citizen) Toronto-Dominion Centre Toronto, Ontario Canada M5K 1A2 James A. Unruh Principal Alerion Capital Group, LLC 7600 Doubletree Ranch Road Suite 240 Scottsdale, AZ 95258 P. Roy Vagelos, M.D. Retired Chairman and Merck & Company, Inc. CEO One Crossroads Drive Building A, 3rd Floor Bedminster, NJ 07291 Stanley C. Van Ness, Esq. Partner Herbert, Van Ness, Cayci & Goodell 22 Chambers Street Princeton, NJ 08542 Paul A. Volcker Director and Consultant 610 5th Avenue Suite 420 New York, NY 10020-2403
11 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1. Subordinated Note Restructuring Agreement by and between the Company and Prudential, dated as of December 28, 2000. 2. $7,200,000 12% Senior Subordinated Note due December 30, 2005, dated December 30, 2000 by the Company in favor of Prudential. 3. Subordinated Guaranty Agreements, each dated as of December 28, 2000 by the Company's subsidiaries (Abasco, Inc., Boots & Coots Special Services, Inc., Elmagco, Inc., Hell Fighters, Inc., ITS Supply Corporation, IWC Engineering, Inc., IWC Services, Inc.) in favor of Prudential and its successors and assigns. 4. Warrants to purchase an aggregate of 11,965,396 shares of Common Stock, dated December 28, 2000, issued by the Company in favor of Prudential.