SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

 

 

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 5)

W-H Energy Services, Inc.

(Name of Subject Company)

Whitehall Acquisition Corp.

a wholly owned subsidiary of

Smith International, Inc.

(Name of Filing Person — Offerors)

 

Common Stock, $0.0001 Par Value Per Share

together with the associated preferred share purchase rights

(Title of Class of Securities)

 

92925E108

(CUSIP Number of Class of Securities)

 

Richard E. Chandler, Jr.

Senior Vice President, General Counsel and Corporate Secretary

Smith International, Inc.

16740 East Hardy Road

Houston, Texas 77032

(281) 443-3370

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

 

Copy To:

Daniel A. Neff, Esq.

David E. Shapiro, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

 

Calculation of Filing Fee

 

 

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

 

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on June 24, 2008, and subsequently amended by Amendment No. 1 on July 21, 2008, Amendment No. 2 on August 4, 2008, Amendment No. 3 on August 8, 2008 and Amendment No. 4 on August 13, 2008 (as amended from time to time, the “Schedule TO”) by Smith International, Inc., a Delaware corporation (“Smith”), and Whitehall Acquisition Corp., a Texas corporation and a wholly owned subsidiary of Smith (“Offeror”), relating to the offer (the “Offer”) by Offeror to exchange for each outstanding share of common stock, $0.0001 par value per share, of W-H Energy Services, Inc., a Texas corporation (“W-H”), together with the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated May 31, 2002, as amended, by and between W-H and Computershare Trust Company, N.A., as Rights Agent (the “Shares”), at the election of the holder thereof: (a) $56.10 in cash, without interest, and 0.48 shares of Smith common stock, par value $1.00 per share, including the associated preferred share purchase rights (“Smith Common Stock”) (the “Mixed Consideration”), (b) $93.55 in cash, without interest (the “All-Cash Consideration”), or (c) 1.1990 shares of Smith Common Stock (the “All-Stock Consideration”), subject in each case to the election procedures and, in the case of elections of the All-Cash Consideration or the All-Stock Consideration, to the proration procedures described in the Prospectus (as defined below) and the related Letter of Election and Transmittal (as defined below).

 

Smith has filed with the SEC a Registration Statement on Form S-4, dated June 24, 2008, and amended on June 25, 2008, July 21, 2008 and August 15, 2008, relating to the offer and sale of Smith Common Stock to be issued to holders of Shares in the Offer (as it may be amended from time to time, the “Registration Statement”). The terms and conditions of the Offer are set forth in the prospectus/offer to exchange, which is a part of the Registration Statement (the “Prospectus”), and the related letter of election and transmittal (the “Letter of Election and Transmittal”), which are filed as Exhibits (a)(4) and (a)(1)(A), respectively, hereto. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus and the Letter of Election and Transmittal, including any amendment, prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Smith or Offeror, is hereby expressly incorporated in this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented and amended by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of June 3, 2008, by and among Smith, W-H and Offeror (the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference.

 

All capitalized terms used but not defined in this Amendment No. 5 shall have the meanings ascribed to such terms in the Prospectus.

 

Item 1 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

 

“On August 19, 2008, Smith announced the expiration of the Offer and that, based on a preliminary count by the exchange agent for the Offer, 27,922,720 Shares had been tendered and not withdrawn (the “tendered shares”) as of 12:00 midnight, New York City time, at the end of August 18, 2008 (the “expiration time”). Additional shares were guaranteed to be delivered within the three days following August 18, 2008, which, if added to the tendered shares, would represent in excess of 90 percent of the total outstanding shares of W-H. Offeror accepted, for payment and exchange, all Shares that were validly tendered in accordance with the terms of the Offer. Smith also announced that settlement of the Offer is expected to occur promptly and, in any event, no later than August 25, 2008.”

 

Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

 

“On August 19, 2008, Smith announced the expiration of the Offer and that, based on a preliminary count by the exchange agent for the Offer, 27,922,720 Shares had been tendered and not withdrawn as of the expiration time. Additional shares were guaranteed to be delivered within the three days following August 18, 2008, which, if added to the tendered shares, would represent in excess of 90 percent of the total outstanding shares of W-H. Offeror accepted, for payment and exchange, all Shares that were validly tendered in accordance with the terms of the Offer. Smith also announced that settlement of the Offer is expected to occur promptly and, in any event, no later than August 25, 2008.”

 

Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

 

“On August 19, 2008, Smith announced the expiration of the Offer and that, based on a preliminary count by the exchange agent for the Offer, 27,922,720 Shares had been tendered and not withdrawn as of the expiration time. Additional shares were guaranteed to be delivered within the three days following August 18, 2008, which, if added to the tendered shares, would represent in excess of 90 percent of the total outstanding shares of W-H. Offeror accepted, for payment and exchange, all Shares that were validly tendered in accordance with the terms of the Offer. Smith also announced that settlement of the Offer is expected to occur promptly and, in any event, no later than August 25, 2008.”

 

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 

Dated:  August 19, 2008

 

SMITH INTERNATIONAL, INC.

 

Name:  Richard E. Chandler, Jr.

 

WHITEHALL ACQUISITION CORP.

 

Name:  Richard E. Chandler, Jr.

Title:   Director and Secretary

EXHIBIT INDEX

 

*Previously filed with this Schedule TO.