Filed Pursuant to Rule 424(b)(3)
Registration No. 333-100836
PROSPECTUS
370,155 Shares
WEATHERFORD INTERNATIONAL LTD.
Common Shares
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The selling shareholders of Weatherford International Ltd. listed on
page 4 may offer and resell up to 370,155 of our common shares under this
prospectus. We will not receive any of the proceeds from sales of shares by the
selling shareholders.
Our common shares are traded on the New York Stock Exchange under the
symbol "WFT". On November 6, 2002, the last reported sales price for our common
shares on the New York Stock Exchange was $43.10 per share.
The selling shareholders may sell these shares from time to time on the
New York Stock Exchange or otherwise. They may sell the shares at prevailing
market prices or at prices negotiated with buyers. The selling shareholders will
be responsible for their legal fees and for any commissions or discounts due to
brokers or dealers. The amount of those commissions or discounts will be
negotiated before the sales. We will pay all of the other offering expenses.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is November 7, 2002.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NEITHER WE
NOR THE SELLING SHAREHOLDERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING
SHAREHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, COMMON SHARES ONLY
IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. UNDER NO CIRCUMSTANCES
SHOULD THE DELIVERY TO YOU OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO THIS
PROSPECTUS CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME AFTER THE DATE OF THIS PROSPECTUS. IN THIS
PROSPECTUS, WHEN WE REFER TO WEATHERFORD AND USE PHRASES SUCH AS "WE" AND "US",
WE ARE GENERALLY REFERRING TO WEATHERFORD INTERNATIONAL LTD. AND ITS
SUBSIDIARIES AS A WHOLE OR ON A DIVISION BASIS DEPENDING ON THE CONTEXT IN WHICH
THE STATEMENTS ARE MADE. WHEN WE REFER TO WEATHERFORD DELAWARE, WE ARE REFERRING
TO WEATHERFORD INTERNATIONAL, INC., OUR PREDECESSOR COMPANY AND OUR WHOLLY
OWNED, INDIRECT SUBSIDIARY.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION.........................................................................................2
SELLING SHAREHOLDERS........................................................................................................4
PLAN OF DISTRIBUTION........................................................................................................5
LEGAL MATTERS...............................................................................................................5
EXPERTS.....................................................................................................................5
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. You may inspect and copy those reports, proxy
statements and other information at the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.
The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. You can also inspect and copy those reports,
proxy and information statements and other information at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, the
exchange on which our common shares are listed.
We have filed with the SEC a registration statement on Form S-3
covering the shares offered by this prospectus. This prospectus is only a part
of the registration statement and does not contain all of the information in the
registration statement. For further information on us and the common shares
being offered, please review the registration statement and the exhibits that
are filed with it. Statements made in this prospectus that describe documents
may not necessarily be complete. We recommend that you review the documents that
we have filed with the registration statement to obtain a more complete
understanding of those documents.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.
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The following documents that we have filed with the SEC (File
No.1-31339 for Weatherford and File No. 1-13086 for Weatherford Delaware) are
incorporated by reference into this prospectus:
o Weatherford Delaware's Annual Report on Form 10-K for the year
ended December 31, 2001;
o Weatherford Delaware's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2002;
o Weatherford Delaware's Current Reports on Form 8-K dated
January 30, 2002, March 1, 2002, April 5, 2002, and April 23,
2002;
o Our Current Reports on Form 8-K dated June 26, 2002, July 21,
2002, August 9, 2002, October 8, 2002, and October 24, 2002;
and
o The description of our common shares contained in our
Registration Statement on Form S-4, filed with the SEC on
April 5, 2002, as amended by Pre-Effective Amendment No. 1
filed with the SEC on May 22, 2002 (Registration No.
333-85644), including any amendment or report filed for the
purpose of updating such description.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
will be deemed to be incorporated in this prospectus by reference and will be a
part of this prospectus from the date of the filing of the document. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
that statement. Any statement that is modified or superseded will not constitute
a part of this prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at First
Floor, Trident House, Lower Broad Street, Bridgetown, Barbados, Attention:
Secretary (telephone number: (246) 427-3174) or c/o Weatherford International,
Inc., 515 Post Oak Blvd., Suite 600, Houston, Texas 77027, Attention: Secretary
(telephone number: (713) 693-4000). If you have any other questions regarding
us, please contact our Investor Relations Department in writing (515 Post Oak
Blvd., Suite 600, Houston, Texas 77027) or by telephone ((713) 693-4000) or
visit our website at www.weatherford.com.
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SELLING SHAREHOLDERS
This prospectus is part of a registration statement that we filed
pursuant to registration rights granted to the selling shareholders under an
agreement we entered into in connection with our acquisition of the assets of
Clearwater, Inc. and related companies.
The selling shareholders may assign their registration rights in
connection with sales or transfers of their shares to any shareholder of CWI
International, Inc., the parent company of Clearwater, Inc., who receives such
shares in a distribution permitted under the Securities Act of 1933, to certain
key employees of Clearwater and to the estate of a former employee. These
transferees will be included in a prospectus supplement if they wish to use this
prospectus to re-offer the shares.
Pursuant to the terms of the acquisition agreement, we will pay all
expenses of registering the shares under the Securities Act of 1933, including
all registration and filing fees, printing expenses and the fees and
disbursements of our counsel and accountants. The agreement also provides that
we will indemnify the selling shareholders against certain civil liabilities,
including liabilities under the Securities Act of 1933, or will contribute to
payments the selling shareholders may be required to make in respect thereof.
The selling shareholders will pay all fees and disbursements of their counsel
and all brokerage fees, commissions and expenses for any shares that are
registered and that they sell. We expect to withdraw registration of any unsold
shares on or shortly after October 23, 2003.
The following table sets forth the beneficial ownership of common
shares by the selling shareholders as of November 7, 2002, all of which may be
sold pursuant to this prospectus:
NUMBER OF PERCENTAGE OF
NAME OF SHARES OUTSTANDING
SELLING SHAREHOLDER OWNED (1) SHARES
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CWI International, Inc. (2).............................. 370,155 *
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* Less than 1%.
(1) Because the selling shareholders may offer all or a portion of the
shares pursuant to this prospectus, we cannot estimate as to the number
of our common shares that the selling shareholders will hold upon
termination of any sales.
(2) Includes 125,000 shares held in escrow to secure certain
indemnification obligations to us under the acquisition agreement.
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PLAN OF DISTRIBUTION
The selling shareholders have advised us that they may sell the shares
on the New York Stock Exchange or otherwise, at market prices or at negotiated
prices. They may sell shares by one or a combination of the following:
o a block trade in which a broker or dealer will attempt to sell
the shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which a
broker solicits purchasers; and
o privately negotiated transactions.
Brokers or dealers engaged by the selling shareholders may arrange for
other brokers or dealers to participate in sales of shares. Brokers or dealers
will receive commissions or discounts from selling shareholders in amounts to be
negotiated prior to the sale. The selling shareholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, and any proceeds or commissions
received by them or any profits on the resale of shares sold by broker-dealers,
may be deemed to be underwriting discounts and commissions.
When any of the selling shareholders notifies us of a particular
offering of common shares under this prospectus, we will file a prospectus
supplement, if required by the Securities Act of 1933, setting forth:
o the number of shares being offered and the terms of the
offering, including the purchase price;
o the name of each of the participating broker-dealers or
agents;
o the purchase price paid for the shares purchased from the
selling shareholders; and
o any items constituting compensation from the selling
shareholders.
We will not receive any of the proceeds from the sale of the shares
offered by this prospectus.
LEGAL MATTERS
Certain Bermuda legal matters in connection with the securities will be
passed upon for us by our Bermuda counsel, Conyers Dill & Pearman. An employee
of the firm's affiliated company, Codan Services Limited, is one of our
assistant secretaries.
EXPERTS
The consolidated financial statements and schedule of Weatherford
International, Inc. at December 31, 2001, and for the year then ended appearing
in Weatherford International Inc.'s Annual Report (Form 10-K) for the year ended
December 31, 2001, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements
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and schedule are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements as of December 31, 1999 and 2000
and for the two years ended December 31, 2000 appearing in Weatherford
Delaware's Annual Report on Form 10-K incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report. Arthur Andersen LLP has not consented
to the inclusion of their report in this prospectus, and we have dispensed with
the requirement to file their consent in reliance upon Rule 437a of the
Securities Act of 1933. Because Arthur Andersen LLP has not consented to the
inclusion of their report in this prospectus, you will not be able to recover
against Arthur Andersen LLP under Section 11 of the Securities Act for any
untrue statements of a material fact contained in the financial statements
audited by Arthur Andersen LLP or any omissions to state a material fact
required to be stated therein.
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