Edgar Filing: OIL STATES INTERNATIONAL INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2001

REGISTRATION NO. 333-43400
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OIL STATES INTERNATIONAL, INC.
(Name of registrant as specified in its charter)
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DELAWARE 3533 76-0476605
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
Of incorporation or Classification Code Number) Identification No.)
organization) THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(713) 652-0582
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive officer)
CINDY B. TAYLOR
THREE ALLEN CENTER
333 CLAY STREET, SUITE 3460
HOUSTON, TEXAS 77002
(713) 652-0582
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:

SCOTT N. WULFE JOE S. POFF
VINSON & ELKINS L.L.P. BAKER BOTTS L.L.P.
1001 FANNIN, SUITE 2300 910 LOUISIANA
HOUSTON, TEXAS 77002-6760 HOUSTON, TEXAS 77002
(713) 758-2222 (713) 229-1234

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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2

EXPLANATORY NOTE

This registration statement contains two forms of prospectus to be used in
connection with the offering of common stock, par value $.01 per share, of Oil
States International, Inc.: one to be used in connection with an underwritten
offering of such stock in the United States and Canada and one to be used in a
concurrent international offering of such stock. The U.S. prospectus for the
offering in the United States and Canada follows immediately after this
explanatory note. After the U.S. prospectus are the alternate pages for the
international prospectus. A copy of the complete U.S. prospectus and
international prospectus in the forms in which they are used after effectiveness
will be filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933.
3

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED FEBRUARY 5, 2001

PROSPECTUS

14,600,000 SHARES

[OIL STATES INTERNATIONAL, INC. LOGO]

COMMON STOCK
----------------------

This is Oil States International, Inc.'s initial public offering. Oil
States International is selling 12,500,000 shares, and Oil States International
stockholders are selling 2,100,000 shares. The U.S. underwriters are offering
11,680,000 shares in the U.S. and Canada, and the international managers are
offering 2,920,000 shares outside the U.S. and Canada.

We expect the public offering price to be between $11.00 and $13.00 per
share. Currently, no public market exists for the shares. The shares have been
approved for listing on the New York Stock Exchange under the symbol "OIS."

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 9 OF THIS PROSPECTUS.
----------------------

PER SHARE TOTAL
--------- -----

Public offering price....................................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to Oil States International...... $ $
Proceeds, before expenses, to the selling stockholders...... $ $

The U.S. underwriters may also purchase up to an additional 1,752,000
shares from Oil States International at the public offering price, less the
underwriting discount, within 30 days from the date of this prospectus to cover
over-allotments. The international managers may similarly purchase up to an
additional 438,000 shares from Oil States International.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares will be ready for delivery on or about , 2001.

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MERRILL LYNCH & CO. CREDIT SUISSE FIRST BOSTON

SIMMONS & COMPANY
INTERNATIONAL
----------------------
The date of this prospectus is , 2001.
4

ARTWORK

[depiction of FlexJoint(TM) with caption: "Offshore Products Segment
Flex Joint(TM)"]

[depiction of hydraulic workover unit in operation with caption: "Well Site
Services Segment
Hydraulic Workover Unit"]

[Oil States International, Inc. logo]

[depiction of tubular distribution facility with caption: "Tubular Services
Segment
Tubular Distribution Facility"]

[depiction of remote accommodations site with caption: "Well Site Services
Segment
Remote Accommodations Site"]
5

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.......................................... 1
Risk Factors................................................ 9
Cautionary Statement Regarding Forward-Looking Statements... 15
Use of Proceeds............................................. 16
Dividend Policy............................................. 16
Capitalization.............................................. 17
Dilution.................................................... 18
Selected Historical and Pro Forma Financial Information..... 19
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 21
Other Financial Information................................. 32
Business.................................................... 37
Management.................................................. 54
Related Party Transactions.................................. 62
Principal Stockholders...................................... 67
Selling Stockholders........................................ 68
Description of Capital Stock................................ 69
Shares Eligible for Future Sale............................. 74
Material United States Federal Tax Consequences to
Non-United States Holders of Common Stock................. 75
Underwriting................................................ 78
Legal Matters............................................... 82
Experts..................................................... 82
Where You Can Find More Information......................... 82
Index to Financial Statements............................... F-1

----------------------

You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.

(i)
6

PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus
and may not contain all the information that is important to you. To learn more
about the offering and our business, you should read the entire prospectus,
including our pro forma and historical financial statements and related notes
appearing elsewhere in this prospectus. Unless we indicate otherwise, the
information contained in this prospectus assumes that the underwriters'
over-allotment options are not exercised.

Concurrently with the closing of this offering, Oil States International,
Inc. will combine with Sooner Inc., HWC Energy Services, Inc. and PTI Group
Inc., a transaction which we refer to as the "Combination." SCF-III, L.P.
currently owns a majority interest in Oil States, HWC and PTI, and SCF-IV, L.P.
currently owns a majority interest in Sooner. SCF-III, L.P. and SCF-IV, L.P. are
private equity funds that focus on investments in the energy industry. We refer
to SCF-III, L.P. and SCF-IV, L.P. collectively as "SCF." In this prospectus, the
terms "we," "us" and "our" refer to Oil States International, Inc. and, unless
the context otherwise requires, its subsidiaries, including Sooner, HWC and PTI,
after giving effect to the Combination. The term "Oil States" refers to Oil
States International, Inc. and, unless the context otherwise requires, its
subsidiaries prior to the Combination.

OUR COMPANY

We are a leading provider of specialty products and services to oil and gas
drilling and production companies throughout the world. We focus our business
and operations in a substantial number of the world's most active and fastest
growing oil and gas producing regions, including the Gulf of Mexico, Canada,
West Africa, the Middle East, South America and Southeast Asia. Our customers
include many of the major and independent oil and gas companies and other
oilfield services companies. During 1999, we had pro forma revenues of $487.4
million and operating income before depreciation and amortization, or EBITDA as
defined, of $35.5 million, and for the nine months ended September 30, 2000, we
had pro forma revenues of $437.4 million and EBITDA as defined of $49.9 million,
in each case giving effect to the Combination.

We operate in three principal business segments and have established a
leadership position in each.

Offshore Products

Through our offshore products segment, we are a leading provider of
connection technology for offshore oil and gas development and production
systems and facilities. We provide to the offshore oil and gas drilling and
producing industry:

- technologically advanced bearings and connector products used in offshore
drilling and production systems;

- subsea pipeline fittings and remote pipeline intervention systems; and

- blow-out preventor stack assembly, integration, testing and repair
services.

Tubular Services

Through our tubular services segment, we are the largest distributor of
tubular goods, which consist of casing, production tubing and line pipe, and are
a provider of associated finishing and logistics services to the oil and gas
industry. We provide the following services:

- distribution of premium tubing and casing;

- threading, remediation, logistical and inventory management services; and

- e-commerce capabilities to facilitate pricing, ordering and tracking.

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Well Site Services

Through our well site services segment, we are an industry leader in
hydraulic workover and well control services and a leading provider of remote
site accommodations, catering and logistics services in the United States and
Canada. We provide:

- workover services, which enhance oil and gas production flow;

- specialty drilling services;

- pressure control services and equipment;

- tool rentals;

- remote site accommodations, catering and logistics services; and

- the design, manufacture and installation of remote site accommodation
facilities.

Benefits of the Combination

We expect the combination of our existing operations to create additional
growth opportunities through geographic expansion and marketing leverage. Each
of our segments has exposure to some, but not all, of the industry's growth
markets. Our presence in these growth markets provides us an opportunity to
cross-sell our products and services to our customers using our existing
facilities and operations. Our leading positions in these diversified products
and services enable us to participate in each of the exploration, development
and production phases of the oil and gas cycle. This reduces our dependence on
any one phase. Our customers use our tubular services and well site services
segments primarily in the exploration and development phases of the oil and gas
cycle. Our customers use our offshore products primarily in the development and
production phases of the cycle.

OUR INDUSTRY

We operate in the oilfield service industry, which provides products and
services to oil and gas exploration and production companies for use in the
drilling for and production of oil and gas. Demand for our products and services
largely depends on the financial condition of our customers and their
willingness to spend capital on the exploration and development of oil and gas.
We believe that spending for incremental production will be driven by increased
demand for oil and gas throughout the world. The report of the Energy
Information Agency of the U.S. Department of Energy entitled "International
Energy Outlook 2000" forecasts that world oil consumption will increase at an
annual rate of approximately 2% through 2020 and that world gas consumption will
increase at an annual rate of approximately 3% over the same period. We believe
that drilling activity may grow faster than the demand for oil and gas due to
increasing depletion rates and the decreasing size of remaining hydrocarbon
reserves. Increasing depletion rates have the effect of requiring more wells to
be developed to maintain a given level of supply.

Oil and gas operators are increasingly focusing their exploration and
development efforts on frontier areas, particularly deepwater offshore areas.
According to OneOffshore, Inc., a leader in offshore oil and gas news reporting
and analysis, the number of wells drilled in water depths greater than 1,500
feet has increased from 39 in 1990 to 217 in 2000. The number of hydrocarbon
discoveries in water depths greater than 1,500 feet has shown similar gains,
increasing from nine in 1990 to 68 in 1999.

We believe that oil and gas exploration and production companies will
respond to sustained increases in demand by expanding their activities and
spending more capital, particularly in frontier areas that offer potentially
higher future production and that have not yet been exploited, including
deepwater Gulf of Mexico, Canada, West Africa, the Middle East, South America
and Southeast Asia. We already have an established presence in these areas. In
addition to what we believe to be positive industry fundamentals, we believe the
following sector-specific trends enhance the growth potential of our business:

- Increased drilling in offshore areas, particularly deepwater areas, which
we believe will increase the need for floating exploration and production
systems and the demand for our offshore products.

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- Increased drilling of deeper, horizontal and offshore wells, which we
believe will positively impact demand for our tubular products.

- Increased exploration and development activities in frontier areas, which
we believe will benefit our remote site accommodations, catering and
logistics services.

OUR GROWTH STRATEGY

We intend to grow our revenue and profitability while continuing to provide
our customers with dependable, high-quality products and services. We believe we
can implement our growth strategy using our existing facilities and equipment
without incurring significant capital costs because we currently have available
capacity to accommodate future growth. The key elements of our growth strategy
are to:

- capitalize on activity in deepwater and frontier areas;

- capitalize on increasing activity in our current geographic markets;

- leverage our market presence to sell complementary products and services;

- develop and provide technologically advanced products and services to our
customers; and

- continue to make strategic acquisitions.

Risks related to our growth strategy. Prospective investors should
carefully consider the matters described under "Risk Factors," as well as the
other information in this prospectus, including that sales of our products and
services depend on oil and gas industry expenditure levels, our results may
fluctuate based on the cyclicality of the oil and gas industry, we face intense
competition, and our future operating results are difficult to forecast because
we have no operating history as a combined company. One or more of these matters
could negatively impact our ability to implement successfully our business
strategy.

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9

OUR STRUCTURE AND OWNERSHIP

The following chart depicts the summary ownership structure of our company
following the Combination and the offering:

[Chart depicting that purchasers in the offering will own 31.5% of our company,
existing stockholders (other than SCF) will own 12.0%, SCF-III, L.P. will own
42.5% and SCF-IV, L.P. will own 14.0%, in each case following the Combination
and the offering. The chart also depicts that Oil States will own 100% of HWC,
100% (indirectly) of PTI and 100% of Sooner following the Combination and the
offering.]

In the Combination, Oil States will issue a total of:

- 7,476,847 shares of common stock to the former shareholders of HWC,
including 1,782,398 shares to be issued for the conversion of preferred
stock issued by HWC;

- 7,597,152 shares of common stock to the former stockholders of Sooner,
including 2,985,677 shares to be issued for the conversion of warrants to
purchase shares of Sooner common stock; and

- 5,933,828 shares of common stock to the former shareholders of PTI who
are residents of the United States.

The former shareholders of PTI who are residents of Canada will receive
exchangeable shares of one of our wholly owned Canadian subsidiaries that will
be exchangeable for a total of 3,821,459 shares of our common stock. Prior to
their exchange, the exchangeable shares are intended to have characteristics
essentially equivalent to our common stock. See "Description of Capital Stock
-- Exchangeable Shares." As a result, unless we indicate otherwise, the number
of shares outstanding, including for purposes of calculating percentage
ownership, in this prospectus have been calculated as if the exchangeable shares
have been exchanged for shares of our common stock. The shares to be sold in
this offering, including sales by the selling stockholders, represent 31.5% of
the total shares to be outstanding following completion of the Combination and
the offering.

Our principal executive offices are located at Three Allen Center, 333 Clay
Street, Suite 3460, Houston, Texas 77002, and our telephone number at that
address is (713) 652-0582.

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10

THE OFFERING

Common stock offered:
By Oil States International
U.S. offering................................. 10,000,000 shares
International offering........................ 2,500,000 shares
-----------------
Total.................................... 12,500,000 shares
By the selling stockholders
U.S. offering................................. 1,680,000 shares
International offering........................ 420,000 shares
-----------------
Total.................................... 2,100,000 shares

Shares outstanding after the offering.............. 46,380,832 shares

Use of proceeds.................... We estimate that our net proceeds from
this offering without exercise of the
over-allotment options will be
approximately $137 million. We intend to
use these net proceeds as follows:

- approximately $104 million to retire
outstanding preferred stock of
subsidiaries and subordinated
indebtedness and pay related dividends
and accrued interest as of September
30, 2000;

- approximately $2.5 million to
repurchase shares in the Combination
from six non-accredited shareholders
and to make payments to shareholders
holding pre-emptive stock purchase
rights in consideration for the
termination of those rights; and

- the balance to reduce bank debt.

We will not receive any proceeds from the
sale of shares by the selling
stockholders. See "Use of Proceeds."

Risk factors....................... See "Risk Factors" and other information
included in this prospectus for a
discussion of factors you should
carefully consider before deciding to
invest in shares of our common stock.

Proposed NYSE symbol............... "OIS"

The number of shares outstanding after the offering excludes awards under
our 2001 Equity Participation Plan. Under this plan, we have reserved for
issuance 3,700,000 shares, of which options to purchase 1,211,920 shares at a
weighted average exercise price of $7.34 per share have been issued as of
December 31, 2000, giving effect to the Combination. In connection with this
offering, we intend to grant under this plan additional options to purchase an
aggregate of approximately 800,000 shares at an exercise price equal to the
initial public offering price and approximately 100,000 shares of restricted
stock. The number of shares outstanding after the offering assumes that the
underwriters' over-allotment options are not exercised. If the over-allotment
options are exercised in full, we will issue and sell an additional 2,190,000
shares.

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11

PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA

Prior to the offering, SCF owns majority interests in Oil States, Sooner,
HWC and PTI. Concurrently with the closing of the offering, the Combination will
close and HWC, PTI and Sooner will merge with wholly owned subsidiaries of Oil
States. As a result, HWC, PTI and Sooner will become our wholly owned
subsidiaries. The mergers of HWC and PTI into Oil States will be accounted for
using reorganization accounting for entities under common control. The
acquisition of the minority interests of Oil States, HWC and PTI and the merger
of Sooner will be accounted for using the purchase method of accounting. In
connection with the Combination and the offering, Oil States will effect a
three-for-one reverse stock split of its common stock. All share numbers
included in this prospectus that give effect to the Combination and the offering
reflect this reverse stock split.

HISTORICAL FINANCIAL INFORMATION AND OTHER DATA

The historical financial statements and related financial and other data
included in this prospectus reflect the businesses of Oil States, HWC, PTI and
Sooner, including its predecessor Sooner Pipe & Supply Co., prior to the
Combination. The historical information included in this prospectus does not
reflect the proposed three-for-one reverse stock split discussed above.

PRO FORMA FINANCIAL AND OTHER INFORMATION

In addition to the historical financial information and other data, this
prospectus includes our unaudited combined reorganized financial statements for
1997 and 1998 and our unaudited pro forma combined financial statements for 1999
and for the nine months ended September 30, 2000, each reflecting the
reorganization of our company due to the mergers of HWC and PTI with wholly
owned subsidiaries of Oil States, each from the date on which it came under
common control with Oil States. Our unaudited pro forma combined financial
statements for 1999 and for the nine months ended September 30, 2000 also
reflect:

- our acquisitions of the minority interests of Oil States, HWC and PTI in
the Combination;

- our acquisition of Sooner in the Combination;

- the proposed three-for-one reverse stock split of Oil States common
stock; and

- our sale of 12,500,000 shares of common stock in the offering and the
application of the net proceeds to us from the offering as described in
"Use of Proceeds."

Because Oil States, HWC, PTI and Sooner have historically been operated
separately, the historical and pro forma financial information and operating
data included in this prospectus may not provide an accurate indication of:

- what our actual results would have been if the transactions presented on
a pro forma basis had actually been completed as of the dates presented;
or

- what our future results of operations are likely to be.

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SUMMARY FINANCIAL INFORMATION

The following tables present selected unaudited pro forma financial
information of our company for the periods shown. The unaudited pro forma
statement of operations and other financial data give effect to:

- our offering of 12,500,000 shares at $12.00 per share and the application
of the net proceeds to us as described in "Use of Proceeds";

- the proposed three-for-one reverse stock split of Oil States common
stock;

- the combination of Oil States, HWC and PTI, excluding the minority
interest of each company, as entities under common control from the dates
such common control was established using reorganization accounting,
which yields results similar to pooling of interest accounting;

- the acquisition of the minority interests of Oil States, HWC and PTI in
the Combination using the purchase method of accounting as if the
acquisition occurred on January 1, 1999; and

- the acquisition of Sooner in the Combination using the purchase method of
accounting as if the acquisition occurred on January 1, 1999.

The unaudited pro forma combined, acquisitions and offering balance sheet data
give effect to the Combination and this offering as if each had been completed
on September 30, 2000.

The unaudited pro forma income statement and other financial data presented
below are not necessarily indicative of the results that actually would have
been achieved had these transactions been completed as described above or that
may be achieved in the future. You should read the following information with
"Capitalization," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Other Financial Information," the historical
financial statements and related notes and the unaudited pro forma combined
financial statements and related notes included elsewhere in this prospectus.
The unaudited pro forma combined amounts presented below were derived from
related audited financial statements and have been combined using reorganization
accounting for Oil States, HWC and PTI as entities under common control from the
date common control was established. For PTI, the date of common control was
January 8, 1997, and for HWC, the date was November 14, 1997.

PRO FORMA COMBINED,
ACQUISITIONS AND OFFERING(1)
---------------------------- PRO FORMA COMBINED(3)
NINE MONTHS ------------------------------
ENDED YEAR ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, DECEMBER 31, ------------------------------
2000 1999(2) 1999 1998 1997
------------- ------------ -------- -------- --------
(IN THOUSANDS)

COMBINED STATEMENT OF OPERATIONS DATA:
Revenue............................... $437,404 $487,380 $267,110 $359,034 $216,259
Expenses
Costs of sales...................... 349,317 400,609 194,822 261,767 151,012
Selling, general and
administrative................... 38,161 48,858 38,667 48,305 23,718
Depreciation and amortization....... 21,992 29,186 20,275 18,201 8,973
Other expense (income).............. 57 2,448 2,448 4,928 (122)
-------- -------- -------- -------- --------
Operating income (loss)............... 27,877 6,279 10,898 25,833 32,678
-------- -------- -------- -------- --------
Net interest expense.................. (5,513) (5,006) (12,496) (15,301) (8,710)
Other income (expense)................ 40 (4,933) (1,297) 115 (368)
-------- -------- -------- -------- --------
Income (loss) before income taxes..... 22,404 (3,660) (2,895) 10,647 23,600
Income tax (expense) benefit.......... (3,805) 3,441 (4,654) (9,745) (11,319)
-------- -------- -------- -------- --------
Income (loss) from continuing
operations before minority
interest............................ 18,599 (219) (7,549) 902 12,281
Minority interest, net of taxes....... (13) (31) 610 2,988 (6,869)
-------- -------- -------- -------- --------
Income (loss) from continuing
operations.......................... $ 18,586 $ (250) $ (6,939) $ 3,890 $ 5,412
======== ======== ======== ======== ========

footnotes on following page

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13

OTHER FINANCIAL DATA:
EBITDA as defined(4).................. $ 49,869 $ 35,465 $ 31,173 $ 44,034 $ 41,651
Net income (loss) before goodwill
amortization(5)..................... 26,549 10,706 (4,144) 6,698 6,415
Capital expenditures.................. 11,297 36,145 14,375
Net cash provided by (used in)
operating activities................ 5,170 7,469 19,348
Net cash provided by (used in)
investing activities................ 112,227 (61,864) (67,217)
Net cash provided by (used in)
financing activities................ (116,122) 42,473 101,696

PRO FORMA
COMBINED,
ACQUISITIONS AND PRO FORMA COMBINED(3)
OFFERING(1) ------------------------------
---------------- AT DECEMBER 31,
AT SEPTEMBER 30, ------------------------------
2000 1999 1998 1997
---------------- -------- -------- --------
(IN THOUSANDS)

COMBINED BALANCE SHEET DATA:
Cash and cash equivalents...................... $ 7,771 $ 3,216 $ 6,034 $ 21,039
Net property and equipment..................... 145,067 142,242 138,374 95,033
Total assets................................... 572,754 355,544 499,025 433,499
Total long-term debt........................... 63,163 120,290 109,495 171,002
Redeemable preferred stock..................... -- 25,064 20,150 22,650
Total stockholders' equity..................... 382,248 58,462 73,644 91,309

---------------

(1) Includes the results of Sooner, the acquisition of the minority interests of
Oil States, HWC and PTI in the Combination and the offering and use of
proceeds on a pro forma combined basis assuming the transactions occurred on
January 1, 1999 for statement of operations and other data purposes and on
September 30, 2000 for balance sheet purposes.

(2) Includes the pro forma adjustments for acquisitions completed by HWC and
Sooner during 1999 assuming those transactions occurred January 1, 1999.

(3) Includes the results of Oil States, HWC and PTI on a pro forma combined
basis using the reorganization method of accounting for entities under
common control from the dates common control was established for statement
of operations and other data purposes and on December 31, 1999, 1998 and
1997, respectively, for balance sheet purposes.

(4) EBITDA as defined consists of operating income (loss) before depreciation
and amortization expense. EBITDA as defined is not a measure of financial
performance under generally accepted accounting principles. You should not
consider it in isolation from or as a substitute for net income or cash flow
measures prepared in accordance with generally accepted accounting
principles or as a measure of profitability or liquidity. Additionally, our
EBITDA as defined calculation may not be comparable to other similarly
titled measures of other companies. We have included EBITDA as defined as a
supplemental disclosure because it may provide useful information regarding
our ability to service debt and to fund capital expenditures.

(5) Net income (loss) before goodwill amortization consists of net income (loss)
before amortization expense. Net income (loss) before goodwill amortization
is not a measure of financial performance under generally accepted
accounting principles. You should not consider it in isolation from or as a
substitute for net income or cash flow measures prepared in accordance with
generally accepted accounting principles or as a measure of profitability or
liquidity.

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14

RISK FACTORS

Before you invest in our common stock, you should understand the high
degree of risk involved. You should consider carefully the following risks and
other information in this prospectus before you decide to purchase shares of our
common stock. If any of the adverse events described below actually occur, our
business, financial condition and operating results could be materially
adversely affected. As a result, the trading price of our common stock could
decline and you may lose part or all of your investment.

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

DECREASED OIL AND GAS INDUSTRY EXPENDITURE LEVELS WILL ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS.

We depend upon the oil and gas industry and its willingness to make
expenditures to explore for, develop and produce oil and gas. If these
expenditures decline, our business will suffer. The industry's willingness to
explore, develop and produce depends largely upon the prevailing view of future
product prices. Many factors affect the supply and demand for oil and gas and
therefore influence product prices, including:

- the level of production;

- the levels of oil and gas inventories;

- the expected cost of developing new reserves;

- the cost of producing oil and gas;

- the level of drilling activity;

- worldwide economic activity;

- national government political requirements, including the ability of the
Organization of Petroleum Exporting Companies to set and maintain
production levels and prices for oil;

- the cost of developing alternate energy sources;

- environmental regulation; and

- tax policies.

If demand for drilling services, cash flows of drilling contractors or drilling
rig utilization rates decrease significantly, then demand for our products and
services will decrease.

BECAUSE THE OIL AND GAS INDUSTRY IS CYCLICAL, OUR OPERATING RESULTS MAY
FLUCTUATE.

Oil prices have been volatile over the last three years, ranging from less
than $11 per barrel to over $37 per barrel. Spot gas prices have also been
volatile, ranging from less than $1.25 per MMBtu to above $10.00 per MMBtu.
These price changes have caused oil and gas companies and drilling contractors
to change their strategies and expenditure levels. Oil States, Sooner, HWC and
PTI have experienced in the past, and we may experience in the future,
significant fluctuations in operating results based on these changes.

WE HAVE INCURRED LOSSES IN THE PAST. WE MAY INCUR LOSSES IN THE FUTURE.

We incurred a loss from continuing operations in 1999. We cannot assure you
that we will be profitable in the future.

WE MIGHT BE UNABLE TO COMPETE SUCCESSFULLY WITH OTHER COMPANIES IN OUR INDUSTRY.

We sell our products and services in competitive markets. In some of our
business segments, we compete with the oil and gas industry's largest oilfield
services providers. These companies have greater financial resources than we do.
In addition, our business, particularly our tubular services business, may face
competition from Internet business-to-business service providers. We expect the
number of these providers to

9
15

increase in the future. Our business will be adversely affected to the extent
that these providers are successful in reducing purchases of our products and
services.

Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better prices, features,
performance or other competitive characteristics than our products and services.
Competitive pressures or other factors also may result in significant price
competition that could have a material adverse effect on our results of
operations and financial condition.

DISRUPTIONS IN THE POLITICAL AND ECONOMIC CONDITIONS OF THE FOREIGN COUNTRIES IN
WHICH WE OPERATE COULD ADVERSELY AFFECT OUR BUSINESS.

We have operations in various international areas, including parts of West
Africa and South America. Our operations in these areas increase our exposure to
risks of war, local economic conditions, political disruption, civil disturbance
and governmental policies that may:

- disrupt our operations;

- restrict the movement of funds or limit repatriation of profits;

- lead to U.S. government or international sanctions; and

- limit access to markets for periods of time.

Some areas, including West Africa and parts of South America, have experienced
political disruption in the past. Disruptions may occur in the future in our
foreign operations, and losses caused by these disruptions may occur that will
not be covered by insurance.

WE ARE SUSCEPTIBLE TO SEASONAL EARNINGS VOLATILITY DUE TO ADVERSE WEATHER
CONDITIONS IN OUR REGIONS OF OPERATIONS.

Our operations are directly affected by seasonal differences in weather in
the areas in which we operate, most notably in Canada and the Gulf of Mexico.
Our Canadian remote site logistics operations are significantly focused on the
winter months when the winter freeze in remote regions permits exploration and
production activity to occur. The spring thaw in these frontier regions
restricts operations in the spring months and, as a result, adversely affects
our operations and sales of products and services in the second and third
quarters. Our operations in the Gulf of Mexico are also affected by weather
patterns. Weather conditions in the Gulf Coast region generally result in higher
drilling activity in the spring, summer and fall months with the lowest activity
in the winter months. In addition, summer and fall drilling activity can be
restricted due to hurricanes and other storms prevalent in the Gulf of Mexico
and along the Gulf Coast. As a result, full year results are not likely to be a
direct multiple of any particular quarter or combination of quarters.

WE MIGHT BE UNABLE TO EMPLOY A SUFFICIENT NUMBER OF TECHNICAL PERSONNEL.

Many of the products that we sell, especially in our offshore products
segment, are complex and highly engineered and often must perform in harsh
conditions. We believe that our success depends upon our ability to employ and
retain technical personnel with the ability to design, utilize and enhance these
products. In addition, our ability to expand our operations depends in part on
our ability to increase our skilled labor force. The demand for skilled workers
is high, and the supply is limited. A significant increase in the wages paid by
competing employers could result in a reduction of our skilled labor force,
increases in the wage rates that we must pay or both. If either of these events
were to occur, our cost structure could increase and our growth potential could
be impaired.

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IF WE DO NOT DEVELOP NEW COMPETITIVE TECHNOLOGIES AND PRODUCTS, OUR BUSINESS AND
REVENUES MAY BE ADVERSELY AFFECTED.

The market for our offshore products is characterized by continual
technological developments to provide better performance in increasingly greater
depths and harsher conditions. If we are not able to design, develop and produce
commercially competitive products in a timely manner in response to changes in
technology, our business and revenues will be adversely affected.

THE LEVEL AND PRICING OF TUBULAR GOODS IMPORTED INTO THE UNITED STATES COULD
DECREASE DEMAND FOR OUR TUBULAR GOODS INVENTORY AND ADVERSELY IMPACT OUR RESULTS
OF OPERATIONS.

U.S. law currently restricts imports of low-cost tubular goods from a
number of foreign countries into the U.S. tubular goods market, resulting in
higher prices for tubular goods. If these restrictions were to be lifted or if
the level of imported low-cost tubular goods were to otherwise increase, our
tubular services segment could be adversely affected to the extent that we then
have higher-cost tubular goods in inventory. If prices were to decrease
significantly, we might not be able to profitably sell our inventory of tubular
goods. In addition, significant price decreases could result in a longer holding
period for some of our inventory, which could also have a material adverse
effect on our tubular services segment.

IF WE WERE TO LOSE A SIGNIFICANT SUPPLIER OF OUR TUBULAR GOODS, WE COULD BE
ADVERSELY AFFECTED.

During the first nine months of 2000, we purchased from a single supplier
approximately 34% of the tubular goods we distributed and from three suppliers
approximately 64% of such tubular goods. We do not have contracts with any of
these suppliers. If we were to lose any of these suppliers or if production at
one or more of the suppliers were interrupted, our tubular services segment and
our overall business, financial condition and results of operations could be
adversely affected. If the extent of the loss or interruption were sufficiently
large, the impact on us would be material.

WE ARE SUBJECT TO EXTENSIVE AND COSTLY ENVIRONMENTAL LAWS AND REGULATIONS THAT
MAY REQUIRE US TO TAKE ACTIONS THAT WILL ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.

Our hydraulic well control and drilling operations and our offshore
products business are significantly affected by stringent and complex foreign,
federal, state and local laws and regulations governing the discharge of
substances into the environment or otherwise relating to environmental
protection. We could be exposed to liability for cleanup costs, natural resource
damages and other damages as a result of our conduct that was lawful at the time
it occurred or the conduct of, or conditions caused by, prior operators or other
third parties. Environmental laws and regulations have changed in the past, and
they are likely to change in the future. If existing regulatory requirements or
enforcement policies change, we may be required to make significant
unanticipated capital and operating expenditures.

Any failure by us to comply with applicable environmental laws and
regulations may result in governmental authorities taking actions against our
business that could adversely impact our operations and financial condition,
including the:

- issuance of administrative, civil and criminal penalties;

- denial or revocation of permits or other authorizations;

- reduction or cessation in operations; and

- performance of site investigatory, remedial or other corrective actions.

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WE MAY NOT HAVE ADEQUATE INSURANCE FOR POTENTIAL LIABILITIES.

Our operations are subject to many hazards. We face the following risks
under our insurance coverage:

- we may not be able to continue to obtain insurance on commercially
reasonable terms;

- we may be faced with types of liabilities that will not be covered by our
insurance, such as damages from environmental contamination;

- the dollar amount of any liabilities may exceed our policy limits; and

- we do not maintain full coverage against the risk of interruption of our
business.

Even a partially uninsured claim, if successful and of significant size, could
have a material adverse effect on our results of operations or consolidated
financial position.

WE ARE SUBJECT TO LITIGATION RISKS THAT MAY NOT BE COVERED BY INSURANCE.

In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses, and
we are subject to various self-retentions and deductibles under our insurance.
It is possible, however, that an unexpected judgment could be rendered against
us in cases in which we could be uninsured and beyond the amounts that we
currently have reserved or anticipate incurring for such matters.

LOSS OF KEY MEMBERS OF OUR MANAGEMENT COULD ADVERSELY AFFECT OUR BUSINESS.

We depend on the continued employment and performance of Douglas E. Swanson
and other key members of management. If any of our key managers resign or become
unable to continue in their present roles and are not adequately replaced, our
business operations could be materially adversely affected. We do not maintain
any "key man" life insurance for any of our officers. See "Management."

IF WE HAVE TO WRITE OFF A SIGNIFICANT AMOUNT OF GOODWILL, OUR EARNINGS WILL BE
NEGATIVELY AFFECTED.

Our pro forma balance sheet as of September 30, 2000 included goodwill
representing 41% of our total assets giving effect to the Combination and the
offering. We have recorded goodwill because we paid more for some of our
businesses than the fair market value of the tangible and separately measurable
intangible net assets of those businesses. Generally accepted accounting
principles require us to amortize goodwill over the periods we benefit from the
acquired assets, to review unamortized goodwill for impairment in value
periodically and to charge against earnings portions of our goodwill if
circumstances indicate that the carrying amount will not be recoverable. If we
were to determine that the remaining balance of goodwill was impaired, we would
be required to take an immediate non-cash charge to earnings with a
corresponding effect on stockholders' equity.

WE MIGHT BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.

We rely on a variety of intellectual property rights that we use in our
offshore products and well site services segments, particularly our patents
relating to our FlexJoint(TM) technology. We may not be able to successfully
preserve these intellectual property rights in the future and these rights could
be invalidated, circumvented or challenged. Technological developments may also
reduce the value of our intellectual property. In addition, the laws of some
foreign countries in which our products and services may be sold do not protect
intellectual property rights to the same extent as the laws of the United
States. The failure of our company to protect our proprietary information and
any successful intellectual property challenges or infringement proceedings
against us could adversely affect our competitive position.

EXTENDED PERIODS OF LOW OIL PRICES MAY DECREASE DEEPWATER EXPLORATION AND
PRODUCTION ACTIVITY AND ADVERSELY AFFECT OUR BUSINESS.

Our offshore products segment depends on exploration and production
expenditures in deepwater areas. Because deepwater projects are more capital
intensive and take longer to generate first production than

12
18

shallow water and onshore projects, the economic analyses conducted by
exploration and production companies typically assume lower prices for
production from such projects to determine economic viability over the long
term. If oil prices remain near or below those levels used to determine economic
viability for an extended period of time, deepwater activity and our business
will be adversely affected.

RISKS RELATED TO THE COMBINATION AND OUR RELATIONSHIP WITH SCF

BECAUSE WE WILL BE A NEWLY COMBINED COMPANY WITH NO COMBINED OPERATING HISTORY,
NEITHER OUR HISTORICAL NOR OUR PRO FORMA FINANCIAL AND OPERATING DATA MAY BE
REPRESENTATIVE OF OUR FUTURE RESULTS.

We will be a newly combined company with no combined operating history. Our
lack of a combined operating history may make it difficult to forecast our
future operating results. The historical financial statements included in this
prospectus reflect the separate historical results of operations, financial
position and cash flows of Oil States, Sooner, HWC and PTI prior to the
Combination. The unaudited pro forma financial information included in this
prospectus is based on the separate businesses of Oil States, Sooner, HWC and
PTI prior to the Combination. As a result, the historical and pro forma
information may not give you an accurate indication of what our actual results
would have been if the Combination had been completed at the beginning of the
periods presented or of what our future results of operations are likely to be.
In addition, our future results will depend on our ability to efficiently manage
our combined facilities and execute our business strategy.

WE MAY NOT BE ABLE TO INTEGRATE OUR OPERATIONS EFFECTIVELY AND EFFICIENTLY.

The Combination will require the integration of four management teams and
operations, a process that we expect to be complex and time-consuming. If we do
not successfully integrate the management and operations of Oil States, Sooner,
HWC and PTI, or if there is any significant delay in achieving this integration,
we may not fully achieve the expected benefits of the Combination, including
increased sales of products and services in broader geographical markets. As a
result, our business could suffer.

L.E. SIMMONS, THROUGH SCF, WILL CONTROL THE OUTCOME OF STOCKHOLDER VOTING AND
MAY EXERCISE THIS VOTING POWER IN A MANNER ADVERSE TO YOU.

After the offering, SCF will hold approximately 56.5% of the outstanding
common stock of our company. L.E. Simmons, the chairman of our board of
directors, is the sole owner of L.E. Simmons & Associates, Incorporated, the
ultimate general partner of SCF. Accordingly, Mr. Simmons, through his ownership
of the ultimate general partner of SCF, will be in a position to control the
outcome of matters requiring a stockholder vote, including the election of
directors, adoption of amendments to our certificate of incorporation or bylaws
or approval of transactions involving a change of control. The interests of Mr.
Simmons may differ from yours, and SCF may vote its common stock in a manner
that may adversely affect you.

SCF'S OWNERSHIP INTEREST AND PROVISIONS CONTAINED IN OUR CERTIFICATE OF
INCORPORATION AND BYLAWS COULD DISCOURAGE A TAKEOVER ATTEMPT, WHICH MAY REDUCE
OR ELIMINATE THE LIKELIHOOD OF A CHANGE OF CONTROL TRANSACTION AND, THEREFORE,
YOUR ABILITY TO SELL YOUR SHARES FOR A PREMIUM.

In addition to SCF's controlling position, provisions contained in our
certificate of incorporation and bylaws, such as a classified board, limitations
on the removal of directors, on stockholder proposals at meetings of
stockholders and on stockholder action by written consent and the inability of
stockholders to call special meetings, could make it more difficult for a third
party to acquire control of our company. Our certificate of incorporation also
authorizes our board of directors to issue preferred stock without stockholder
approval. If our board of directors elects to issue preferred stock, it could
increase the difficulty for a third party to acquire us, which may reduce or
eliminate your ability to sell your shares of common stock at a premium. See
"Description of Capital Stock."

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TWO OF OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST BECAUSE THEY ARE ALSO
DIRECTORS OF SCF. THE RESOLUTION OF THESE CONFLICTS OF INTEREST MAY NOT BE IN
OUR OR YOUR BEST INTERESTS.

After completion of the offering, two of our directors, L.E. Simmons and
Andrew L. Waite, also will be current directors or officers of L.E. Simmons &
Associates, Incorporated, the ultimate general partner of SCF. This may create
conflicts of interest because these directors have responsibilities to SCF and
its owners. Their duties as directors or officers of L.E. Simmons & Associates,
Incorporated may conflict with their duties as directors of our company
regarding business dealings between SCF and us and other matters. The resolution
of these conflicts may not always be in our or your best interest.

WE HAVE RENOUNCED ANY INTEREST IN SPECIFIED BUSINESS OPPORTUNITIES, AND SCF AND
ITS DIRECTOR NOMINEES ON OUR BOARD OF DIRECTORS GENERALLY HAVE NO OBLIGATION TO
OFFER US THOSE OPPORTUNITIES.

SCF has investments in other oilfield service companies that compete with
us, and SCF and its affiliates, other than our company, may invest in other such
companies in the future. We refer to SCF, its other affiliates and its portfolio
companies as the SCF group. Our certificate of incorporation provides that, so
long as SCF and its affiliates continue to own at least 20% of our common stock,
we renounce any interest in specified business opportunities. Our certificate of
incorporation also provides that if an opportunity in the oilfield services
industry is presented to a person who is a member of the SCF group, including
any of those individuals who also serves as SCF's director nominee of our
company:

- no member of the SCF group or any of those individuals has any obligation
to communicate or offer the opportunity to us; and

- such entity or individual may pursue the opportunity as that entity or
individual sees fit,

unless:

- it was presented to an SCF director nominee solely in that person's
capacity as a director of our company and no other member of the SCF
group independently received notice of or otherwise identified such
opportunity; or

- the opportunity was identified solely through the disclosure of
information by or on behalf of our company.

These provisions of our certificate of incorporation may be amended only by an
affirmative vote of holders of at least 80% of our outstanding common stock. As
a result of these charter provisions, our future competitive position and growth
potential could be adversely affected.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION.

The initial public offering price is substantially higher than the
pre-offering pro forma net tangible book value per share of our common stock. If
you buy our common stock in the offering, you will experience immediate and
substantial dilution. The dilution will be approximately $8.77 per share in pro
forma net tangible book value, based on an assumed initial public offering price
of $12.00. See "Dilution."

THE AVAILABILITY OF SHARES OF OUR COMMON STOCK FOR FUTURE SALE COULD DEPRESS OUR
STOCK PRICE.

Sales by SCF and other stockholders of a substantial number of shares of
our common stock in the public markets following this offering, or the
perception that such sales might occur, could have a material adverse effect on
the price of our common stock or could impair our ability to obtain capital
through an offering of equity securities. See "Shares Eligible for Future Sale."

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that do not directly or exclusively
relate to historical facts. Such statements are "forward-looking statements."
You can typically identify forward-looking statements by the use of
forward-looking words, such as "may," "will," "could," "project," "believe,"
"anticipate," "expect," "estimate," "potential," "plan," "forecast" and other
similar words.

All statements other than statements of historical facts contained in this
prospectus, including statements regarding our future financial position,
business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements.

The forward-looking statements in this prospectus reflect our intentions,
plans, expectations, assumptions and beliefs about future events and are subject
to risks, uncertainties and other factors, many of which are outside our
control. Important factors that could cause actual results to differ materially
from the expectations expressed or implied in the forward-looking statements
include those listed in "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Other Financial Information"
and elsewhere in this prospectus.

In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this prospectus might not occur
or might occur to a materially different extent or at a materially different
time than described in this prospectus. Except as required by law, we undertake
no obligation to update or revise our forward-looking statements, whether as a
result of new information, future events or otherwise.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering, based upon an
assumed initial public offering price of $12.00, will be approximately $137
million, after deducting underwriting discounts and commissions and estimated
offering expenses. If the underwriters' over-allotment options are exercised in
full, our net proceeds will be approximately $161 million. We will not receive
any of the proceeds from the sale of shares by the selling stockholders. We
intend to use the net proceeds to us as follows:

- approximately $81.8 million to retire $76.5 million of subordinated
indebtedness and pay accrued interest as of September 30, 2000 on that
indebtedness, which bears interest at rates ranging from 6.0% to 13.5%
per year, with a weighted average rate of 7.8% per year at September 30,
2000, and has maturities ranging from April 2001 to June 2008;

- approximately $22.5 million to redeem $21.8 million of preferred stock of
subsidiaries and pay accrued dividends as of September 30, 2000 on that
preferred stock, which bears dividends at rates ranging from 3.0% to
12.0% per year, with a weighted average rate of 9.3% per year at
September 30, 2000, and must be redeemed at dates ranging from April 2001
to July 2004;

- approximately $2.5 million to repurchase shares in the Combination from
six non-accredited shareholders and to make payments to shareholders
holding pre-emptive stock purchase rights in consideration for the
termination of such rights;

- approximately $1.3 million to pay net interest and dividends on the
subordinated indebtedness and preferred stock discussed above accrued from
September 30, 2000 to December 31, 2000; and

- the balance of approximately $28.9 million (or approximately $52.9
million if the underwriters fully exercise their over-allotment options)
to reduce bank debt, bearing interest at rates ranging from 7.8% to 9.2%
per year, with a weighted average rate of 8.7% per year at September 30,
2000, and having maturities ranging from March 2003 to August 2004.

Pending these uses, we intend to invest the net proceeds in short-term
interest-bearing, investment-grade securities. With the use of proceeds
described in the first and second bullet points above, all of the items of
indebtedness and preferred stock identified in the third paragraph of Note 3 and
in Note 4 to our Unaudited Consolidated Financial Statements on page F-19, in
the third paragraph of the auditor's report appearing on page F-23 and in the
first two paragraphs of Note 20 to Oil States' Consolidated Financial Statements
on page F-51 will be redeemed or repaid.

We will use any over-allotment proceeds that we receive to reduce amounts
outstanding under our $150 million revolving credit facility that will be put in
place in connection with the offering. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

DIVIDEND POLICY

Oil States has not declared or paid cash dividends on its common stock
since its inception, although it declared a dividend payable in the form of a
promissory note. We do not intend to declare or pay any cash dividends on our
common stock in the foreseeable future. Instead, we currently intend to retain
our earnings, if any, to finance our business and to use for general corporate
purposes. Our board of directors has the authority to declare and pay dividends
on the common stock, in its discretion, as long as there are funds legally
available to do so. The payment of dividends will be restricted by our existing
credit facilities and our new revolving credit facility. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2000:

- on a pro forma combined basis giving effect to the Combination; and

- as adjusted for our sale of 12,500,00 shares of our common stock in the
offering at an assumed initial public offering price of $12.00 and the
application of the estimated net proceeds to us from the offering of $137
million.

You should read the information below in conjunction with "Use of Proceeds,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," our unaudited pro forma combined financial statements and related
notes and the historical financial statements and related notes included
elsewhere in this prospectus.

AT SEPTEMBER 30, 2000
-----------------------
PRO FORMA
COMBINED AS ADJUSTED
--------- -----------
(IN THOUSANDS)

Long-term debt, including current maturities................ $187,267 $ 80,964
Redeemable preferred stock.................................. 25,293 --
Stockholders' equity:
Preferred stock, par value $.01 per share, 25,000,000
shares authorized pro forma combined and as adjusted;
1,625,000 shares issued and outstanding pro forma
combined; 1 share issued and outstanding as adjusted... 1,625 --
Common stock, par value $.01 per share, 200,000,000 shares
authorized pro forma combined and as adjusted;
33,880,832 shares issued and outstanding pro forma
combined; 46,380,832 shares issued and outstanding as
adjusted(1)............................................ 60,575 464
Additional paid-in capital................................ 197,324 396,627
Retained earnings (loss).................................. (22,127) (10,838)
Cumulative translation adjustment......................... (1,787) (1,787)
Accumulated other comprehensive loss...................... (2,218) (2,218)
-------- --------
Total stockholders' equity........................ 233,392 382,248
-------- --------
Total capitalization.............................. $445,952 $463,212
======== ========

---------------

(1) Excludes 1,211,920 shares of common stock issuable upon exercise of options
issued as of December 31, 2000 to be outstanding under our 2001 Equity
Participation Plan upon completion of the offering. Also excludes
approximately 800,000 shares of common stock to be issuable upon exercise of
options and approximately 100,000 shares of restricted stock to be granted
in connection with the offering and which will be outstanding under our 2001
Equity Participation Plan upon completion of the offering.

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DILUTION

If you invest in our common stock, your interest will be diluted to the
extent of the difference between the public offering price per share and the net
tangible book value per share after this offering. Our unaudited pro forma
combined net tangible book value as of September 30, 2000 was $0.39 per share of
common stock, after giving effect to the Combination. Net tangible book value
per share is determined by dividing our tangible net worth, which is our
tangible assets less total liabilities, by the total number of outstanding
shares of common stock. After giving effect to the sale of shares of common
stock in this offering and our receipt of $136.6 million of estimated net
proceeds, our pro forma net tangible book value at September 30, 2000 would have
been $3.23 per share. This represents an immediate increase in the pro forma
combined net tangible book value of $2.84 per share to existing stockholders,
including those receiving shares in the Combination, and an immediate dilution
to you. The following table illustrates the per share dilution to you:

Assumed initial public offering price per share............. $12.00
Pro forma combined net tangible book value per share at
September 30, 2000..................................... $0.39
Increase per share attributable to new investors.......... 2.84
-----
Pro forma combined net tangible book value per share after
this offering............................................. 3.23
------
Dilution per share to new investors......................... $ 8.77
======

These computations assume that no additional shares are issued upon
exercise of the underwriters' over-allotment options or outstanding stock
options granted under our 2001 Equity Participation Plan. As of December 31,
2000, options to purchase 1,211,920 shares of common stock at a weighted average
exercise price of $7.34 per share have been granted under the 2001 Equity
Participation Plan, giving effect to the Combination. See "Management -- Equity
Participation Plan."

The following table sets forth, as of September 30, 2000, on the pro forma
combined basis described in the first paragraph above, the differences between
the amounts paid or to be paid by the groups set forth in the table with respect
to the aggregate number of shares of our common stock acquired or to be acquired
by each group. The amount paid by the existing stockholders is based on
stockholders' equity as reflected in our pro forma combined balance sheet.

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
-------------------- ------------------------ PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- -------------- ------- ---------
(IN THOUSANDS)

Existing stockholders................. 34,069,495 71.3% $141,792 47.1% $ 4.16
Optionholders(1)...................... 1,211,920 2.5 8,897 3.0 7.34
New investors......................... 12,500,000 26.2 150,000 49.9 12.00
---------- ----- -------- -----
Total....................... 47,781,415 100.0% $300,689 100.0%
========== ===== ======== =====

---------------

(1) Excludes options to purchase approximately 800,000 shares of our common
stock and approximately 100,000 shares of restricted stock to be granted in
connection with the offering and options to purchase 6,667 shares of our
common stock which expired subsequent to September 30, 2000.

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SELECTED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following tables set forth selected historical and unaudited pro forma
financial information of our company for the periods shown. The pro forma
statement of operations and other financial data give effect to:

- our offering of 12,500,000 shares at $12.00 per share and the application
of the net proceeds to us as described in "Use of Proceeds";

- the proposed three-for-one reverse stock split of Oil States common
stock;

- the acquisition of the minority interests of Oil States, HWC and PTI in
the Combination using the purchase method of accounting as if the
acquisition occurred on January 1, 1999; and

- the acquisition of Sooner in the Combination using the purchase method of
accounting as if the acquisition occurred on January 1, 1999.

The unaudited pro forma combined, acquisitions and offering balance sheet data
give effect to the Combination and this offering as if each had been completed
on September 30, 2000.

The pro forma statement of operations and other financial data presented
below are not necessarily indicative of the results that actually would have
been achieved had these transactions been completed as described above or that
may be achieved in the future. You should read the following information with
"Capitalization," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Other Financial Information," the historical
financial statements and related notes and the unaudited pro forma combined
financial statements and related notes included elsewhere in this prospectus.
The historical amounts for 1995 and 1996, presented below, represent financial
information of Oil States and its predecessor derived from audited financial
statements as of December 31, 1996 and 1995 and for the year ended December 31,
1996 and the five months ended December 31, 1995. The pro forma combined amounts
presented below were derived from related audited financial statements and have
been combined using reorganization accounting for Oil States, HWC and PTI as
entities under common control from the date common control was established. For
PTI, the date of common control was January 8, 1997, and for HWC, the date was
November 14, 1997.

PRO FORMA COMBINED, PRO FORMA
ACQUISITIONS AND OFFERING(1) COMBINED(3)
---------------------------- ------------------- PRO FORMA COMBINED(3)
NINE MONTHS NINE MONTHS ENDED ------------------------------
ENDED YEAR ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31,
SEPTEMBER 30, DECEMBER 31, ------------------- ------------------------------
2000 1999(2) 2000 1999 1999 1998 1997
------------- ------------ -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

COMBINED STATEMENT OF OPERATIONS
DATA:
Revenue......................... $437,404 $487,380 $223,909 $199,298 $267,110 $359,034 $216,259
Expenses
Costs of sales................ 349,317 400,609 156,461 143,040 194,822 261,767 151,012
Selling, general and
administrative.............. 38,161 48,858 31,812 28,653 38,667 48,305 23,718
Depreciation and
amortization(6)............. 21,992 29,186 15,667 15,943 20,275 18,201 8,973
Other expense (income)........ 57 2,448 57 21 2,448 4,928 (122)
-------- -------- -------- -------- -------- -------- --------
Operating income (loss)......... 27,877 6,279 19,912 11,683 10,898 25,833 32,678
-------- -------- -------- -------- -------- -------- --------
Net interest income (expense)... (5,513) (5,006) (8,545) (9,986) (12,496) (15,301) (8,710)
Other income (expense).......... 40 (4,933) 40 (622) (1,297) 115 (368)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before income
taxes......................... 22,404 (3,660) 11,407 1,075 (2,895) 10,647 23,600
Income tax (expense) benefit.... (3,805) 3,441 (8,416) (4,386) (4,654) (9,745) (11,319)
-------- -------- -------- -------- -------- -------- --------
Income (loss) from continuing
operations before minority
interest...................... 18,599 (219) 2,991 (3,311) (7,549) 902 12,281
Minority interest............... (13) (31) (2,873) (767) 610 2,988 (6,869)
-------- -------- -------- -------- -------- -------- --------
Income (loss) from continuing
operations.................... $ 18,586 $ (250) $ 118 $ (4,078) $ (6,939) $ 3,890 $ 5,412
======== ======== ======== ======== ======== ======== ========
Income (loss) from continuing
operations per common share(7)
Basic......................... $ 0.40 $ (0.01) $ 0.00 $ (0.12) $ (0.20) $ 0.11 $ 0.16
======== ======== ======== ======== ======== ======== ========
Diluted....................... $ 0.40 $ (0.01) $ 0.00 $ (0.12) $ (0.20) $ 0.11 $ 0.16
======== ======== ======== ======== ======== ======== ========
Average shares outstanding(7)
Basic......................... 46,381 46,381 33,881 33,881 33,881 33,881 33,881
======== ======== ======== ======== ======== ======== ========
Diluted....................... 46,933 46,381 34,433 33,881 33,881 34,433 34,433
======== ======== ======== ======== ======== ======== ========

HISTORICAL
----------------------------------------
SEVEN
FIVE MONTHS MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, JULY 31,
1996(4) 1995(4)(5) 1995(4)(5)
------------ ------------ ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

COMBINED STATEMENT OF OPERATIONS
DATA:
Revenue......................... $580,255 $170,030 $179,241
Expenses
Costs of sales................ 484,403 141,496 147,127
Selling, general and
administrative.............. 88,147 26,015 27,134
Depreciation and
amortization(6)............. -- -- 2,008
Other expense (income)........ -- 1,062 --
-------- -------- --------
Operating income (loss)......... 7,705 1,457 2,972
-------- -------- --------
Net interest income (expense)... (5,988) (481) 1,029
Other income (expense).......... 750 -- (626)
-------- -------- --------
Income (loss) before income
taxes......................... 2,467 976 3,375
Income tax (expense) benefit.... (4,510) (334) (773)
-------- -------- --------
Income (loss) from continuing
operations before minority
interest...................... (2,043) 642 2,602
Minority interest............... (1,807) (52) --
-------- -------- --------
Income (loss) from continuing
operations.................... $ (3,850) $ 590 $ 2,602
======== ======== ========
Income (loss) from continuing
operations per common share(7)
Basic.........................
Diluted.......................
Average shares outstanding(7)
Basic.........................
Diluted.......................

footnotes on following page

19
25

HISTORICAL
PRO FORMA COMBINED, --------
ACQUISITIONS AND OFFERING(1) PRO FORMA
---------------------------- COMBINED(3)
NINE MONTHS --------------------
PRO FORMA COMBINED(3)
NINE MONTHS -------------------------------
ENDED YEAR ENDED ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31,
SEPTEMBER 30, DECEMBER 31, -------------------- ------------------------------------------
2000 1999(2) 2000 1999 1999 1998 1997 1996(4)
------------- ------------ -------- --------- --------- -------- -------- --------
(IN THOUSANDS)

OTHER DATA:
EBITDA as defined(8)............. $49,869 $35,465 $ 36,466 $ 27,626 $ 31,173 $ 44,034 $ 41,651 $ 15,000
Net income (loss) before goodwill
amortization(9)................ 26,549 10,706 2,202 (1,893) (4,144) 6,698 6,415 (3,471)
Capital expenditures............. 11,325 7,803 11,297 36,145 14,375 9,737
Net cash provided by (used in)
operating activities........... 27,979 10,652 5,170 7,469 19,348 (1,062)
Net cash provided by (used in)
investing activities........... (13,383) 119,260 112,227 (61,864) (67,217) (26,522)
Net cash provided by (used in)
financing activities........... (2,064) (125,820) (116,122) 42,473 101,696 32,240

HISTORICAL
-------------------------

SEVEN
FIVE MONTHS MONTHS

ENDED ENDED
DECEMBER 31, JULY 31,
1995(4)(5) 1995(4)(5)
------------ ----------
(IN THOUSANDS)

OTHER DATA:
EBITDA as defined(8)............. $ 3,717 $4,980
Net income (loss) before goodwill
amortization(9)................ 671 2,602
Capital expenditures............. 552
Net cash provided by (used in)
operating activities........... (2,641)
Net cash provided by (used in)
investing activities........... (64,425)
Net cash provided by (used in)
financing activities........... 69,516

PRO FORMA
COMBINED,
ACQUISITIONS AND PRO FORMA
OFFERING(1) COMBINED(3) PRO FORMA COMBINED(3) HISTORICAL
---------------- ------------- ------------------------------ -------------------
AT AT AT DECEMBER 31,
SEPTEMBER 30, SEPTEMBER 30, ----------------------------------------------------
2000 2000 1999 1998 1997 1996(4) 1995(4)
---------------- ------------- -------- -------- -------- -------- --------
(IN THOUSANDS)

CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents............... $ 7,771 $ 5,284 $ 3,216 $ 6,034 $ 21,039 $ 6,834 $ 2,450
Net property and equipment.............. 145,067 140,420 142,242 138,374 95,033 37,905 16,856
Total assets............................ 572,754 348,088 355,544 499,025 433,499 278,579 191,773
Long-term debt and capital leases,
excluding current portion............. 63,163 96,181 120,290 109,495 171,002 75,606 51,726
Redeemable preferred stock of
subsidiaries.......................... -- 25,293 25,064 20,150 22,650 14,300 14,300
Total stockholders' equity.............. 382,248 55,542 58,462 73,644 91,309 32,969 29,122

---------------

(2) Includes the pro forma adjustments for acquisitions completed by HWC and
Sooner during 1999 assuming those transactions occurred January 1, 1999.

(4) Includes results of operations associated with entities sold in 1999.
Operations for these entities were segregated as discontinued operations in
the 1997, 1998 and 1999 statements of operations.

(5) On August 1, 1995, we acquired all of the outstanding common stock of
Continental Emsco from LTV Corporation. The financial information for the
seven months ended July 31, 1995 relates to the predecessor operations.

(6) Depreciation and amortization was not separately disclosed in the audited
consolidated statement of operations for the five-month period ended
December 31, 1995 and the year ended December 31, 1996. The amount of
depreciation and amortization, as disclosed in the audited consolidated
statement of cash flows, was $2,260 and $7,295, respectively.

(7) Share and per share data have been retroactively restated to reflect a
three-for-one reverse stock split for Oil States and also to reflect the
effects of the Combination. Share and per share data are not presented for
the predecessor entities prior to the Combination as such data are not
meaningful.

(8) EBITDA as defined consists of operating income (loss) before depreciation
and amortization expense. EBITDA as defined is not a measure of financial
performance under generally accepted accounting principles. You should not
consider it in isolation from or as a substitute for net income or cash flow
measures prepared in accordance with generally accepted accounting
principles or as a measure of profitability or liquidity. Additionally, the
EBITDA as defined calculation herein may not be comparable to other
similarly titled measures of other companies. We have included EBITDA as
defined as a supplemental disclosure because it may provide useful
information regarding our ability to service debt and to fund capital
expenditures.

(9) Net income (loss) before goodwill amortization consists of net income (loss)
before amortization expense. Net income (loss) before goodwill amortization
is not a measure of financial performance under generally accepted
accounting principles. You should not consider it in isolation from or as a
substitute for net income or cash flow measures prepared in accordance with
generally accepted accounting principles or as a measure of profitability or
liquidity.

20
26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this section has been derived from our
historical financial statements and should be read together with our historical
financial statements and related notes included elsewhere in this prospectus.
The discussion below contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those expressed or
implied in these forward-looking statements as a result of various factors,
including those described in "Risk Factors" and elsewhere in this prospectus.

OVERVIEW

We provide a broad range of products and services to the oil and gas
industry through our offshore products, tubular services and well site services
business segments. Demand for our products and services is cyclical and
substantially dependent upon activity levels in the oil and gas industry,
particularly our customers' willingness to spend capital on the exploration and
development of oil and gas reserves. Demand for our products and services by our
customers is highly sensitive to current and expected oil and natural gas
prices. Our offshore products segment is a leading provider of highly engineered
and technically designed products for offshore oil and gas development and
production systems and facilities. Sales of our offshore products and services
depend upon repairs and upgrades of existing drilling rigs, construction of new
drilling rigs and the development of offshore production systems. We are
particularly influenced by deepwater drilling and production activities. Through
our tubular services division, we distribute premium tubing and casing. Sales of
tubular products and services depend upon the overall level of drilling activity
and the mix of wells being drilled. Demand for tubular products is positively
impacted by increased drilling of deeper horizontal and offshore wells that
generally require premium tubulars and connectors, large diameter pipe and
longer and additional tubular and casing strings. In our well site services
business segment, we provide hydraulic well control services, pressure control
equipment and rental tools and remote site accommodations, catering and
logistics services. Demand for our well site services depends upon the level of
worldwide drilling and workover activity.

Beginning in late 1996 and continuing through the early part of 1998,
stabilization of oil and gas prices led to increases in drilling activity as
well as the refurbishment and new construction of drilling rigs. In the second
half of 1998, crude oil prices declined substantially and reached levels below
$11 per barrel in early 1999. With this decline in pricing, many of our
customers substantially reduced their capital spending and related activities.
This industry downturn continued through most of 1999. The rig count in the
United States and Canada, as measured by Baker Hughes Incorporated, fell from
1,481 rigs in February 1998 to 559 rigs in April 1999. This downturn in activity
had a material adverse effect on demand for our products and services, and our
operations suffered as a result.

The price of crude oil has increased significantly over the last 18 months
due to improved demand for oil and supply reductions by OPEC member countries.
This improvement in crude oil pricing has led to increases in the rig count,
particularly in Canada and the United States. As of December 29, 2000, the rig
count in the United States and Canada, as measured by Baker Hughes, was 1,436.
Demand for our well site services has begun to recover with the overall
improvement in industry fundamentals. Our offshore products segment has not
recovered with the general market. We believe that our offshore products segment
lags the general market recovery because its sales related to offshore
construction and production facility development generally occur later in the
cycle. Worldwide construction activity continues at a very low level currently,
but we expect it to increase substantially as construction activity in the
shallow water regions of the Gulf of Mexico resumes and as the industry
increasingly pursues deeper water drilling and development projects.

Consolidation among both major and independent oil and gas companies has
affected exploration, development and production activities, particularly in
international areas. These companies have focused on integration activities and
cost control measures over recent periods. As a result, we believe that capital
spending within the industry has lagged the improvement in crude oil prices.

21
27

THE COMBINATION

Prior to the offering, SCF-III, L.P. owns majority interests in Oil States,
HWC and PTI and SCF-IV, L.P. owns a majority interest in Sooner. The following
chart depicts the summary ownership structure of Oil States, HWC, PTI and Sooner
prior to the Combinations:

[Chart depicting that SCF-III, L.P. owns 84.6%, 80.6% and 57.7% of Oil States,
HWC and PTI, respectively, and minority shareholders own 15.4%, 19.4% and 42.3%
of Oil States, HWC and PTI, respectively, in each case prior to the Combination.
The chart also depicts that SCF-IV, L.P. owns 81.7% of Sooner and minority
stockholders own 18.3% of Sooner, prior to the Combination.]

L.E. Simmons & Associates, Incorporated is the ultimate general partner of
SCF-III, L.P. and SCF-IV, L.P. L.E. Simmons, the chairman of our board of
directors, is the sole shareholder of L.E. Simmons & Associates, Incorporated.
See "Related Party Transactions -- The Combination and the Offering."
Concurrently with the closing of the offering, the Combination will close, and
HWC, PTI and Sooner will merge with wholly owned subsidiaries of Oil States. As
a result, HWC, Sooner and PTI will become our wholly owned subsidiaries. The
following chart depicts the summary ownership structure of our company following
the Combination and the offering:

The financial results of Oil States, HWC and PTI have been combined for the
three years in the period ended December 31, 1999 using reorganization
accounting, which yields results similar to pooling of interests method. The pro
forma combined results of Oil States, HWC and PTI form the basis for the
discussion of our results of operations, capital resources and liquidity
provided below. The operations of Oil States, HWC and PTI represent two of our
business segments, offshore products and well site services. Concurrent with the
closing of the offering, Oil States will acquire Sooner, and the acquisition
will be accounted for using the purchase method of accounting. The pro forma
combined financial statements for the year ended Decem-

22
28

ber 31, 1999 and the nine months ended September 30, 2000 reflect the
acquisition of Sooner. See "Other Financial Information" for a discussion of
Sooner's results of operations, capital resources and liquidity. After
consummation of the Sooner acquisition, we will report under three business
segments. The unaudited pro forma combined financial statements do not reflect
any cost savings or other financial synergies that may be realized after the
Combination. The pro forma financial statements include an adjustment to the
historical financial statements to include estimated annual incremental
corporate expenses of approximately $945,000 associated with the opening of an
office in Houston, Texas and the hiring of corporate personnel. These
incremental corporate expenses are expected to continue in the future.

RESULTS OF OPERATIONS

Prior to consummation of the Sooner acquisition, we reported under two
business segments, offshore products and well site services. Information for
these two segments, which represent the combined results of Oil States, HWC and
PTI using reorganization accounting, is presented below.

NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------------ --------------------------
2000 1999 1999 1998 1997
------- ------- ------ ------ ------
(IN MILLIONS)

Revenues
Offshore Products................... $ 84.1 $118.1 $154.3 $230.0 $113.9
Well Site Services.................. 139.8 81.2 112.8 129.0 102.4
------ ------ ------ ------ ------
Total....................... $223.9 $199.3 $267.1 $359.0 $216.3
====== ====== ====== ====== ======
Operating Income (Loss)
Offshore Products................... $ 13.5 $ 19.0 $ 22.6 $ 46.7 $ 26.7
Well Site Services.................. 38.2 21.3 27.0 27.4 29.7
Selling, General and Administrative
Expense.......................... (31.8) (28.6) (38.7) (48.3) (23.7)
------ ------ ------ ------ ------
Total....................... $ 19.9 $ 11.7 $ 10.9 $ 25.8 $ 32.7
====== ====== ====== ====== ======

Nine Months Ended September 30, 2000 Compared to the Nine Months Ended
September 30, 1999.

Revenues. Revenues increased by $24.6 million, or 12.3%, to $223.9 million
for the nine months ended September 30, 2000 from $199.3 million for the nine
months ended September 30, 1999. Well site services revenues increased by $58.6
million, or 72.2%, partially offset by a decrease in offshore products revenues
of $34.0 million, or 28.8%. Of the $58.6 million increase in well site services
revenues, $31.3 million was generated from our remote site accommodations,
catering and logistics services and modular building construction services,
$10.8 million was generated from our hydraulic workover units, $8.3 million was
generated from our drilling operations and $8.2 million was generated from our
rental tool operations. The significant improvement in revenues from our remote
site accommodations, catering and logistics services and modular building
construction services was due to the strong level of Canadian drilling activity
during the first quarter of 2000, which resulted in increased demand for our
drilling camps and related catering services. The increased revenues in our
hydraulic workover units and drilling rigs resulted from higher utilization
during the period and contributions from the operation of various hydraulic
workover assets that were acquired in the fourth quarter of 1999 and were not,
therefore, in operation for us in the prior period. The acquisitions contributed
$5.9 million of the $10.8 million revenue increase in our hydraulic workover
operations. The $8.2 million increase in our rental tool revenues was largely
due to increases in activity levels and the acquisition of additional rental
tool facilities on March 31, 1999. These revenue increases were partially offset
by declines in our offshore products segment due to a significant downturn in
construction related activity.

Cost of Sales. Cost of sales increased by $13.5 million, or 9.4%, to $156.5
million for the nine months ended September 30, 2000 from $143.0 million for the
nine months ended September 30, 1999. Cost of sales increased in our well site
services segment by $40.3 million, but was partially offset by a decrease of
$26.8 million in our offshore products segment. The changes from the 1999 period
to the 2000 period were

23
29

caused by the same factors influencing revenues. Our gross profit margin
improved from 28.2% during the nine months ended September 30, 1999 to 30.1%
during the nine months ended September 30, 2000 due to cost reductions in our
offshore products segment made in response to the market downturn in offshore
construction activity.

Selling, General and Administrative Expenses. During the nine months ended
September 30, 2000, selling, general and administrative expenses increased $3.2
million, or 11.2%, to $31.8 million compared to $28.6 million during the nine
months ended September 30, 1999. Selling, general and administrative expenses in
our well site services segment increased $4.8 million, partially offset by a
$1.6 million decrease in our offshore products segment. We reduced costs in our
offshore products segment in response to the market downturn in offshore
construction activity.

Depreciation and Amortization. Depreciation and amortization totaled $15.7
million during the nine months ended September 30, 2000 compared to $15.9
million in the nine months ended September 30, 1999.

Operating Income (Loss). Our operating income (loss) equals revenues less
cost of sales, selling, general and administrative expense, depreciation and
amortization and other income (loss). Operating income (loss) is comprised of
the operating income of each of our segments and the portion of selling, general
and administrative expenses which are not allocated to the segments. Our
operating income increased by $8.2 million to $19.9 million for the nine months
ended September 30, 2000 from $11.7 million for the same period in 1999.
Operating income for the first nine months of 2000 for our offshore products
segment decreased $5.5 million to $13.5 million from $19.0 million during the
same period in 1999, and operating income from our well site services segment
increased $16.9 million from $21.3 million for the nine months ended September
30, 1999 to $38.2 million for the same period in 2000. Selling, general and
administrative expense was $31.8 million in the first nine months of 2000
compared to $28.6 million incurred during the first nine months of 1999.

Net Interest Expense. Net interest expense totaled $8.5 million during the
nine months ended September 30, 2000 compared to $10.0 million during the nine
months ended September 30, 1999. The $1.5 million decrease in net interest
expense primarily related to a reduction in average debt balances outstanding in
our offshore products segment with funds generated from asset sales.

Income Tax (Expense) Benefit. Income tax expense totaled $8.4 million
during the nine months ended September 30, 2000 compared to $4.4 million during
the nine months ended September 30, 1999. The increase of $4.0 million was
primarily due to the increase in pre-tax income. In both periods, the effective
tax rate was adversely affected by losses incurred in our offshore products
segment for which tax assets were not recorded. We did not record such tax
assets because we could not determine that it was more likely than not that the
deferred tax assets would be realized.

Minority Interest. Minority interest expense totaled $2.9 million during
the nine months ended September 30, 2000 compared to $0.8 million during the
nine months ended September 30, 1999. The increase was primarily due to
increased profitability within our business segments, particularly well site
services.

Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998.

Revenues. Revenues decreased by $91.9 million, or 25.6%, to $267.1 million
for the year ended December 31, 1999 from $359.0 million for the year ended
December 31, 1998. Offshore products revenues decreased by $75.7 million, or
32.9%, and well site services revenues decreased by $16.2 million, or 12.6%. The
decrease in our offshore products revenues resulted from an overall market
downturn during 1999 and affected all of our offshore products business lines,
including our connector products, marine construction activities and marine
winches. The decrease in our well site services revenues was primarily due to
lower demand for our remote accommodations, catering and logistics services.

24
30

Cost of Sales. Cost of sales decreased by $67.0 million, or 25.6%, to
$194.8 million for the year ended December 31, 1999 from $261.8 million for
1998. Cost of sales decreased by $54.0 million, or 30.7%, in our offshore
products segment and by $12.9 million, or 15.0%, in our well site services
segment. The changes in cost of sales were the same as the factors influencing
revenues. Our gross profit margin remained level at 27.1% in both 1998 and 1999
despite the reduction in activity over the period. Margins deteriorated somewhat
in offshore products, but were offset by margin improvements in well site
services, particularly in our accommodations, catering and logistics services.

Selling, General and Administrative Expenses. During the year ended
December 31, 1999, selling, general and administrative expenses decreased $9.6
million, or 19.9%, to $38.7 million compared to $48.3 million incurred during
1998. Selling, general and administrative expenses in our offshore products
segment declined $7.5 million, or 22.9%, while expenses in our well site
services segment declined $2.1 million, or 13.8%. We reduced costs in all
segments in response to the general industry downturn that occurred during 1999.

Depreciation and Amortization. Depreciation and amortization totaled $20.3
million during 1999 compared to $18.2 million during 1998. The increase of $2.1
million, or 11.5%, was primarily related to an expansion of our well site
services operations. We acquired our rental tool operations during May 1998 and
expanded our operations through an acquisition in April 1999.

Operating Income (Loss). Our operating income decreased by $14.9 million to
$10.9 million during the year ended December 31, 1999 compared to $25.8 million
for the same period in 1998. Operating income for our offshore products segment
during 1999 decreased $24.1 million to $22.6 million from $46.7 million during
1998. Operating income for our well site services segment decreased $0.4 million
during the same period. Selling, general and administrative expense was $38.7
million during 1999 compared to $48.3 million during 1998, a decrease of $9.6
million. Other expenses totaling $2.4 million during 1999 and $4.9 million
during 1998 reduced operating income. Expenses of $2.4 million incurred during
1999 related to a loss on disposal of assets in our offshore products segment.
Expenses of $4.9 million in 1998 related primarily to a $5.3 million write-down
of an investment in our Chilean operations by our well site services segment.
The Chilean assets consisted primarily of temporary living accommodations on
short-term rental to various mining contractors in Chile. As a result of
depressed copper prices, the majority of the projects were either delayed or
cancelled by September 1998, and no other significant markets were available for
these units. The fair value of the units was reassessed based on significantly
reduced future cash flows, resulting in the $5.3 million write-down.

Net Interest Expense. Net interest expense totaled $12.5 million during
1999 compared to $15.3 million during 1998. Of the $2.8 million decrease in net
interest expense, $2.5 million resulted from a decrease in average debt balances
outstanding in our offshore products segment due to the proceeds from asset
sales being used to repay debt.

Other Income and Expense. During 1999, $1.3 million of other expense was
recorded in our offshore products segment related to the net loss on sale of two
wholly owned subsidiaries and publicly traded securities of Smith International,
Inc..

Income Tax (Expense) Benefit. Income tax expense totaled $4.7 million
during 1999 compared to $9.7 million during 1998. The $5.0 million decrease in
income tax expense from 1998 to 1999 was primarily due to a reduction in pre-tax
income over the period. During 1999, we recorded a $1.1 million tax provision on
a pre-tax loss of $10.8 million incurred in our offshore products segment for
which no net tax asset was recorded.

Minority Interest. Minority interest totaled a credit of $0.6 million
during 1999 compared to $3.0 million during 1998. The $2.4 million reduction in
minority interest was primarily due to an increase in income generated in our
well site services segment during 1999 compared to 1998, which offset losses in
our offshore products segment.

25
31

Year Ended December 31, 1998 Compared to the Year Ended December 31, 1997.

Revenues. Revenues increased by $142.7 million, or 66.0%, to $359.0 million
for the year ended December 31, 1998 from $216.3 million in 1997. Our offshore
products revenues increased by $116.1 million, or 101.9%, to $230.0 million for
1998 compared to $113.9 million in 1997. This significant revenue increase
resulted from a strong market recovery during 1998 that affected almost all of
our offshore products business lines, including our connector products, marine
construction activity and marine winches, and from acquisitions made during the
third quarter of 1997 and the first quarter of 1998. Our well site services
revenues increased $26.7 million, or 26.1%, to $129.0 million for the year ended
December 31, 1998 from $102.3 million during 1997. This revenue increase
resulted primarily from our hydraulic well control and drilling operations,
which were both acquired in November 1997 and contributed very little to 1997
operating results. This increase in revenues was partially offset by an $8.4
million reduction in our accommodations, catering and logistics operations due
to reductions in activity levels over the period.

Cost of Sales. Cost of sales increased by $110.8 million, or 73.4%, to
$261.8 million for the year ended December 31, 1998 from $151.0 million during
1997. Cost of sales increased by $94.3 million, or 115.6%, in our offshore
products segment and by $16.5 million, or 23.7%, in our well site services
segment. The changes in cost of sales resulted from the same factors that
affected revenues during the period. However, our gross profit margin decreased
from 30.2% during 1997 to 27.1% during the year ended December 31, 1998. Margins
deteriorated in our offshore products segment from 26.0% during 1997 to 21.6%
during 1998, primarily due to cost increases in marine construction activities
and our marine winch business.

Selling, General and Administrative Expenses. During the year ended
December 31, 1998, selling, general and administrative expenses increased by
$24.6 million, or 103.8%, to $48.3 million compared to $23.7 million incurred
during 1997. Selling, general and administrative expenses in our offshore
products and well site services segments increased $16.1 million and $8.5
million, or 96.1% and 121.6%, respectively, over the same period. Costs
increased in all areas as the market activity increased. Of the $8.5 million
increase in our well site services segment, $6.6 million was related to our
hydraulic well control and drilling operations, both of which were acquired in
November 1997, and our rental tool operations, which were acquired in May 1998.

Depreciation and Amortization. Depreciation and amortization totaled $18.2
million during the year ended December 31, 1998 compared to $9.0 million during
1997. Of the increase of $9.2 million, $7.2 million related to increases in our
well site services segment and the remaining $2.0 million increase was from our
offshore products segment. The $7.2 million increase in our well site services
segment was related to asset acquisitions and additional capital expenditures
made for hydraulic workover assets, rental tools and drilling rigs.

Operating Income (Loss). Our operating income decreased by $6.9 million to
$25.8 million during the year ended December 31, 1998 compared to $32.7 million
during 1997. Our operating income decreased even though our revenues increased
$142.7 million. Operating income for our offshore products segment increased by
$20.0 million from 1997 to 1998, partially offset by a $2.3 million reduction in
operating income from our well site services segment over the same period.
Selling, general and administrative expense was $48.3 million during 1998
compared to $23.7 million during 1997, an increase of $24.6 million. Included in
the 1998 results is a $5.3 million charge related to a write-down of an
investment in our Chilean operations by our well site services segment, which is
reflected as other expenses in our statement of operations. The Chilean assets
consisted primarily of temporary living accommodations on short-term rental to
various mining contractors in Chile. As a result of depressed copper prices, the
majority of the projects were either delayed or cancelled by September 1998, and
no other significant markets were available for these units. The fair value of
the units was reassessed based on significantly reduced future cash flows,
resulting in the $5.3 million write-down.

Net Interest Expense. Net interest expense totaled $15.3 million during
1998 compared to $8.7 million during 1997. Of the $6.6 million increase in net
interest expense, $3.8 million related to our well site services segment and
$2.8 million related to our offshore products segment. The increases resulted
from higher average debt balances outstanding during the period resulting from
acquisitions.

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Income Tax (Expense) Benefit. Income tax expense totaled $9.7 million
during 1998 compared to $11.3 million during 1997. The $1.6 million decrease in
income tax expense from 1998 to 1999 was primarily due to a reduction in pre-tax
income over the period. Partially offsetting this reduction was the impact of
foreign losses in our well site services segment for which no net tax asset was
recorded.

Minority Interest. Minority interest totaled a credit of $3.0 million
during 1998 compared to a $6.9 million expense during 1997. The $9.9 million
change in minority interest was primarily due to a decrease in income generated
in our well site services segment during 1998 compared to 1997 and an increase
in losses in our offshore products segment during the same period.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund capital expenditures, such as
expanding and upgrading our manufacturing facilities and equipment, increasing
our rental tool and workover assets, increasing our accommodation units, and
funding new product developments, to repay current maturities of long-term debt
and to fund general working capital needs. In addition, capital is needed to
fund strategic business acquisitions. Our primary sources of funds have been
cash flow from operations, proceeds from borrowings under our bank facilities
and private capital investments.

Cash was provided from operations during 1999, 1998 and 1997 in the amounts
of $5.2 million, $7.5 million and $19.3 million, respectively. Cash provided by
operations funded ongoing and increased needs for working capital over the
period. During the first nine months of 2000, cash of $28.0 million was provided
from operations primarily due to operating income and working capital decreases
in our well site services segment generated primarily by our activities in
Canada.

Capital expenditures were $11.3 million, $36.1 million and $14.4 million in
1999, 1998 and 1997, respectively. In addition, $11.3 million was spent for
capital expenditures during the nine months ended September 30, 2000. Capital
expenditures during the three year period from 1997 to 1999 consisted
principally of purchases of rental assets for our well site services segment,
the purchase of offshore products equipment and the expansion of our offshore
products facility in Houma, Louisiana. We expect to spend approximately $30
million after completion of the offering to upgrade our equipment and facilities
and expand our product and service offerings. The majority of these funds will
be spent during 2001 and are expected to be funded with borrowings under our
$150 million credit facility discussed below.

During 1999, we sold all of the operating assets of CE Distribution
Services, Inc., CE Drilling Products, Inc., CE Mobile Equipment, Inc., and our
51.8% investment in CE Franklin. Accordingly, for the periods presented, the
results of CE Distribution, CE Drilling, CE Mobile and CE Franklin are shown as
discontinued operations. Proceeds from the sale of these discontinued operations
was $102.4 million. In addition, the marketable securities acquired in
connection with the sale of our investment in CE Franklin were sold for $24.4
million. Proceeds from these asset sales were applied to reduce outstanding bank
debt.

Net cash was provided by investing activities in the amount of $112.2
million during 1999, primarily as a result of the asset sales referred to above.
Net cash was used in investing activities in the amounts of $61.9 million and
$67.2 million during 1998 and 1997, respectively. The cash used related
primarily to capital expenditures and acquisitions during the periods.

Net cash was used in financing activities in the amount of $116.1 million
during 1999, primarily as a result of reductions in bank debt outstanding. Net
cash was provided by financing activities in 1998 and 1997 in the amounts of
$42.5 million and $101.7 million, respectively. Cash raised during this period
was used to fund capital expenditures and acquisitions.

In connection with the offering, we plan to repay $76.5 million of
subordinated debt of Oil States and Sooner that was outstanding at September 30,
2000. In addition, we plan to redeem a total of $21.8 million of preferred stock
of Oil States that was outstanding at September 30, 2000.

We currently have several credit agreements in place. In our offshore
products segment, we have a credit agreement that provides for borrowings
totaling $25.9 million for our U.S. operations. The agreement

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provides for $4.9 million of term advances and up to $21.0 million of borrowings
on a revolving basis. The agreement has a scheduled maturity date of March 1,
2003. Borrowings under the agreement carry variable interest rates payable
monthly based upon the prime rate or the Eurodollar rate plus 2.5% for term
loans or 2.25% for the revolving loans. As of September 30, 2000, $9.0 million
was outstanding under the facility in our offshore products segment. Our
offshore products segment has an overdraft credit facility which provides for
borrowings of up to L5.0 million to support its operations in the United
Kingdom. The facility has a renewal date of April 1, 2001 and provides for
interest payable quarterly at the bank's variable base interest rate plus 1.9%.
As of September 30, 2000, $6.3 million was outstanding under the United Kingdom
facility. In our well site services segment, we have three facilities. One of
the facilities is a bank line of credit for up to $20.0 million based upon a
borrowing base, of which $12.2 million was outstanding as of September 30, 2000.
The facility matures on May 1, 2003. Interest is payable monthly at the banks'
prime rate or LIBOR plus a margin ranging from 0% for base rate debt to up to 3%
for LIBOR based loans. In addition, we have bank term debt with the same
maturity date and interest terms as the $20.0 million line of credit. At
September 30, 2000, $12.7 million was outstanding on the term facility. We also
have two credit facilities, one in Canada and one in the U.S., covering our
accommodations, catering and logistics services business. A portion of the
Canadian facility is designated as a term loan, and the remainder is an
overdraft facility, restricted based upon the level of trade accounts receivable
and inventory. These Canadian facilities provide for up to $42.3 million in
borrowings. Interest is calculated at the Canadian prime rate plus a margin of
up to 1.0% per year or the bankers acceptance rate plus a margin ranging from
1.0% to 2.0% per year. As of September 30, 2000, $21.4 million was outstanding
under the Canadian facility. The U.S. facility, on which $8.3 million was drawn
as of September 30, 2000, is structured as a bridge term loan. Interest is
calculated at the U.S. prime rate plus a margin of up to 0.25% per year or Libor
plus a margin ranging from 1.75% to 2.5% per year. We expect to terminate these
facilities other than our L5.0 million overdraft credit facility at the closing
of the offering. As of December 31, 1999 and September 30, 2000, we were in
compliance with all covenants and financial tests under our various credit
facilities.

We have a commitment to enter into a $150 million senior secured revolving
credit facility at the closing of the offering. Credit Suisse First Boston, New
York branch, an affiliate of Credit Suisse First Boston Corporation, will act as
administrative agent, collateral agent, book manager and lead arranger. Credit
Suisse First Boston Canada, an affiliate of Credit Suisse First Boston
Corporation, will act as Canadian administrative agent, collateral agent, book
manager and lead arranger. Up to $45.0 million of the new credit facility will
be made available in the form of loans denominated in Canadian dollars and may
be made to our principal Canadian operating subsidiaries. This new credit
facility will replace our existing credit facilities that we expect to terminate
at the closing of the offering, including the Sooner credit facility described
in "Other Financial Information -- Sooner Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources." We anticipate that we will borrow approximately $67 million under
this new facility at the closing of the offering to repay amounts outstanding
under our existing credit facilities, including the Sooner credit facility. The
facility will mature on the third anniversary of the closing of the offering,
unless extended for up to two additional one year periods with the consent of
the lenders. Amounts borrowed under this new facility will bear interest, at our
election, at either:

- a variable rate equal to LIBOR (or, in the case of Canadian dollar
denominated loans, the Bankers' Acceptance discount rate) plus a margin
ranging from 1.5% to 2.5%; or

- an alternate base rate equal to the higher of Credit Suisse First
Boston's prime rate and the federal funds effective rate plus 0.5% (or,
in the case of Canadian dollar denominated loans, the Canadian Prime
Rate) plus a margin ranging from 0.5% to 1.5%, depending upon the ratio
of total debt to EBITDA (as defined in the new credit facility).

We will pay commitment fees ranging from 0.25% to 0.5% per year on the undrawn
portion of the facility, also depending upon the ratio of total debt to EBITDA.

Subject to exceptions, commitments under our new credit facility will be
permanently reduced, and loans prepaid, by an amount equal to 100% of the net
cash proceeds of all non-ordinary course asset sales and the issuance of
additional debt and by 50% of the issuance of equity securities. Mandatory
commitment
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reductions will be allocated pro rata based on amounts outstanding under the
U.S. dollar denominated facility and the Canadian dollar denominated facility.
In addition, voluntary reductions in commitments will be permitted.

Our new credit facility will be guaranteed by all of our active domestic
subsidiaries and, in some cases, our Canadian and other foreign subsidiaries.
Our new credit facility will be secured by a first priority lien on all our
inventory, accounts receivable and other material tangible and intangible
assets, as well as those of our active subsidiaries. However, no more than 65%
of the voting stock of any foreign subsidiary will be required to be pledged if
the pledge of any greater percentage would result in adverse tax consequences.

Our new credit facility will contain negative covenants that will restrict
our ability to:

- incur additional indebtedness;

- prepay, redeem and repurchase outstanding indebtedness, other than loans
under the new credit facility;

- pay dividends;

- repurchase and redeem capital stock;

- sell assets other than in the ordinary course of business;

- make liens;

- engage in sale-leaseback transactions;

- make specified loans and investments;

- make acquisitions;

- enter into mergers, consolidations and similar transactions;

- enter into hedging arrangements;

- enter into transactions with affiliates;

- change the businesses we and our subsidiaries conduct; and

- amend debt and other material agreements.

In addition, our new credit facility will require us to maintain:

- a ratio of EBITDA to interest expense of not less than 3.0 to 1.0;

- a level of consolidated net tangible assets of not less than $120 million
plus 50% of each quarter's consolidated net income (but not loss);

- a maximum ratio of total debt to EBITDA of not greater than 3.5 to 1.0;
and

- a maximum ratio of total senior debt to EBITDA of not greater than 3.0 to
1.0.

Under our new credit facility, the occurrence of specified change of
control events involving our company would constitute an event of default that
would permit Credit Suisse First Boston to, among other things, accelerate the
maturity of the facility and cause it to become immediately due and payable in
full.

After completion of the offering and the contemplated $150 million
revolving credit facility, we anticipate that approximately $83 million will be
available to be drawn under this facility. In addition, at September 30, 2000,
$1.1 million was available to be drawn under the L5.0 million overdraft credit
facility.

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After giving effect to the offering, the application of the net proceeds to
us as described in "Use of Proceeds" and the repayment of approximately $2.6
million in subordinated debt since September 30, 2000, we expect that we will
have an aggregate of approximately $13.3 million of subordinated debt
outstanding following the offering. This subordinated debt will become due and
payable at various times over the period from February 2001 to November 2005.

We believe that the proceeds of this offering, cash from operations, and
available borrowings under our new credit facility will be sufficient to meet
our liquidity needs for the foreseeable future. If our plans or assumptions
change or are inaccurate, or we make any acquisitions, we may need to raise
additional capital. We may not be able to raise additional funds or may not be
able to raise such funds on favorable terms.

TAX MATTERS

For the year ended December 31, 1999, we had deferred tax assets, net of
deferred tax liabilities, of approximately $29 million for federal income tax
purposes before application of valuation allowances. Our primary deferred tax
assets are net operating loss carry forwards, or NOLs, which total approximately
$122 million. A valuation allowance is currently provided against the majority
of our NOLs. The NOLs expire over the period through 2018. Our NOLs are
currently limited under Section 382 of the Internal Revenue Code due to a change
of control that occurred during 1995. However, approximately $55 million of NOLs
are available for use currently if sufficient income is generated. We anticipate
that the Combination will enable us to use a portion of our NOLs that have
previously been reserved with a valuation allowance.

RECENT ACCOUNTING PRONOUNCEMENTS

In 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or liability measured at its fair value. The statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting.

SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. A
company may also implement the statement as of the beginning of any fiscal
quarter after issuance; however, SFAS No. 133 cannot be applied retroactively.
We have adopted SFAS No. 133 effective January 1, 2001, and we believe that SFAS
No. 133 will not have a material impact on our results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk. We have long-term debt, revolving lines of credit and
subordinated debt subject to the risk of loss associated with movements in
interest rates.

At December 31, 2000, we had floating rate obligations totaling
approximately $118 million, including $34.0 million of Sooner debt, for amounts
borrowed under our revolving lines of credit, long-term notes payable and
subordinated debt. These floating-rate obligations expose us to the risk of
increased interest expense in the event of increases in short-term interest
rates. If the floating interest rate were to increase by 1% from December 31,
2000 levels, our combined interest expense would increase by a total of
approximately $98,000 per month.

Foreign Currency Exchange Rate Risk. Our operations are conducted in
various countries around the world in a number of different currencies. As such,
our earnings are subject to change due to movements in foreign currency exchange
rates when transactions are denominated in currencies other than the U.S.
dollar, which is our functional currency. In order to mitigate the effects of
exchange rate risks, we generally pay a portion of our expenses in local
currencies and a substantial portion of our contracts provide for collections

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from customers in U.S. dollars. As of December 31, 2000, we had Canadian
dollar-denominated debt totaling approximately $25 million.

We have not hedged any foreign currency exposure at December 31, 2000.

CHANGE OF ACCOUNTANTS

The financial statements of Oil States as of December 31, 1998 and 1999 and
for the three years ended December 31, 1999 were audited by Arthur Andersen LLP.
In connection with the Combination and following discussions with two accounting
firms, we engaged Ernst & Young LLP in May 2000 to audit our consolidated
financial statements in the future. Accordingly, Oil States' engagement of
Arthur Andersen LLP was terminated in May 2000. The reports of Arthur Andersen
LLP for the fiscal year ended December 31, 1998 did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles. The report of Arthur Anderson
LLP for the year ended December 31, 1999 did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified as to uncertainty, audit scope or
accounting principles. This report contains an explanatory paragraph related to
an uncertainty. Further, for this period and the five month period ended May 31,
2000, there were no disagreements over accounting principles, nor were any
material weaknesses in internal control reported. The engagement of Ernst &
Young LLP and the termination of Arthur Andersen LLP have been approved by our
board of directors. Ernst & Young LLP was not consulted on any matters involving
accounting principles of Oil States during the two year period ended December
31, 1999 or the five-month period ended May 31, 2000. Ernst & Young LLP has
audited the consolidated financial statements of Sooner Inc. as of and for the
two years in the period ended June 30, 2000 and of Sooner Pipe & Supply
Corporation as of July 2, 1998 and for the period from August 1, 1997 to July 2,
1998.

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OTHER FINANCIAL INFORMATION

We present below selected historical financial information, results of
operations and information regarding liquidity and capital resources of Sooner
Inc. for the periods indicated. The information contained in this section has
been derived from Sooner's historical financial statements and should be read
together with its historical financial statements and related notes included
elsewhere in this prospectus.

SOONER SELECTED HISTORICAL FINANCIAL INFORMATION

The following table sets forth selected consolidated financial information
for Sooner Inc. as of and for the quarters ended September 30, 2000 and 1999 and
the years ended June 30, 2000 and 1999 and its predecessor company Sooner Pipe &
Supply Corporation for the period August 1, 1997 to July 2, 1998 and for the
years ended July 31, 1997 and 1996. The consolidated balance sheet data for
Sooner Pipe & Supply Corporation is presented as of July 2, 1998 and as of July
31, 1997 and 1996. The consolidated financial information contained below has
been derived from audited consolidated financial statements and should be read
in conjunction with the consolidated financial statements and accompanying notes
for Sooner Inc. and Sooner Pipe & Supply Corporation included elsewhere in this
prospectus. Sooner Inc. and its predecessor Sooner Pipe & Supply Corporation are
collectively referred to as "Sooner" in this prospectus. The following
consolidated statement of operations and balance sheet data have been prepared
in conformity with generally accepted accounting principles. The following
information should be read in conjunction with and is qualified in its entirety
by the information and consolidated financial statements appearing elsewhere in
this prospectus.

SOONER INC. SOONER PIPE & SUPPLY CORPORATION
----------------------------------------- --------------------------------------
QUARTER ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30, PERIOD FROM YEAR ENDED JULY 31,
------------------- ------------------- AUGUST 1, 1997 -------------------
2000 1999 2000(1) 1999 TO JULY 2, 1998 1997 1996
-------- -------- -------- -------- ---------------- -------- --------
(IN THOUSANDS, EXCEPT SHARE DATA)

COMBINED STATEMENT OF OPERATIONS DATA:
Revenue................................. $ 58,926 $ 44,680 $258,985 $108,768 $185,098 $175,594 $181,313
Expenses:
Cost of goods sold.................... 53,252 40,619 235,134 108,613 165,499 156,524 163,749
Selling, general and administrative... 1,871 1,835 7,665 6,310 20,939 15,105 14,654
Depreciation and amortization......... 382 359 1,641 1,055 889 731 1,094
-------- -------- -------- -------- -------- -------- --------
Operating income (loss)................. 3,421 1,867 14,545 (7,210) (2,229) 3,234 1,816
Investment and other income............. (2) 133 538 613 1,361 2,276 2,719
Interest expense........................ (974) (1,313) (4,583) (4,450) (52) (1) (677)
-------- -------- -------- -------- -------- -------- --------
Income (loss) before income taxes....... 2,445 687 10,500 (11,047) (920) 5,509 3,858
Income tax expense (benefit)............ 542 17 245 (596) 4 2,158 1,277
-------- -------- -------- -------- -------- -------- --------
Net income (loss) from continuing
operations............................ 1,903 670 10,255 (10,451) (924) 3,351 2,581
Discontinued operations (net of income
taxes)................................ -- -- -- -- -- -- (2,101)
-------- -------- -------- -------- -------- -------- --------
Net income (loss)....................... $ 1,903 $ 670 $ 10,255 $(10,451) $ (924) $ 3,351 $ 480
-------- -------- -------- -------- -------- -------- --------
------- -------
Income (loss) per common share:
Basic and diluted..................... $ 72.69 $ 28.26 $ 421.88 $(589.62) $(132.00) $(478.71) $ 68.57
Weighted average shares outstanding... 26,178 23,706 24,308 17,725 7,000 7,000 7,000
OTHER DATA:
EBITDA as defined(2).................... $ 3,803 $ 2,226 $ 16,186 $ (6,155) $ (1,340) $ 3,965 $ 2,910
Net income (loss) before goodwill
amortization(3)....................... 2,062 912 10,844 (9,925) (924) 3,351 480
Capital expenditures.................... 36 119 782 622 2,180 694 479
Net cash provided by (used in) operating
activities............................ 7,895 10,687 20,301 17,778 (8,090) 3,942 2,106
Net cash provided by (used in) investing
activities............................ (38) (98) 9 (93,868) (8,436) 13,568 (9,656)
Net cash provided by (used in) financing
activities............................ (7,248) (10,499) (23,284) 80,942 (5,000) (4,900) (250)

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CONSOLIDATED BALANCE SHEET DATA (AT END
OF PERIOD):
Cash and cash equivalents............... $ 2,487 $ 4,941 $ 1,878 $ 4,852 $ 459 $ 21,985 $ 9,381
Net property and equipment.............. 4,647 5,031 4,794 5,085 5,367 6,218 7,640
Total assets............................ 110,266 98,795 110,268 104,151 59,095 77,627 114,215
Long-term debt.......................... 48,298 65,219 53,661 74,336 -- -- --
Total stockholders' equity.............. 27,883 13,896 25,980 13,250 32,948 52,968 87,221

---------------

(1) During May and June 1999, Sooner acquired the tubular services businesses
from three of its competitors. Total consideration for these three
businesses was $36.6 million.

(2) EBITDA as defined consists of operating income (loss) before depreciation
and amortization expense. EBITDA as defined is not a measure of financial
performance under generally accepted accounting principles. You should not
consider it in isolation from or as a substitute for net income or cash flow
measures prepared in accordance with generally accepted accounting
principles or as a measure of profitability or liquidity. Additionally, the
EBITDA as defined calculation herein may not be comparable to other
similarly titled measures of other companies. We have included EBITDA as
defined as a supplemental disclosure because it may provide useful
information regarding our ability to service debt and to fund capital
expenditures.

(3) Net income (loss) before goodwill amortization consists of net income (loss)
before amortization expense. Net income (loss) before goodwill amortization
is not a measure of financial performance under generally accepted
accounting principles. You should not consider it in isolation from or as a
substitute for net income or cash flow measures prepared in accordance with
generally accepted accounting principles or as a measure of profitability or
liquidity.

RESULTS OF OPERATIONS

In July 1998, Sooner Inc. was formed and acquired Sooner Pipe & Supply
Corporation and its subsidiaries. During May and June 1999, Sooner acquired the
tubular services business from three of its competitors. Total consideration for
all four businesses was $115.6 million. Due to the timing of these three
acquisitions, the results of operations reflect the results of all four of these
businesses for the full year ending June 30, 2000 and essentially only Sooner
Pipe & Supply Corporation for the year ended June 30, 1999.

Quarter Ended September 30, 2000 Compared to the Quarter Ended September 30,
1999.

Revenues. Revenues increased by $14.2 million, or 31.8%, to $58.9 million
for the quarter ended September 30, 2000 from $44.7 million for the quarter
ended September 30, 1999. The increase in Sooner's revenues resulted from the
overall recovery of its market and the significant increases in the prices
realized by Sooner's mill sources in their products which were passed along to
the end-user.

Cost of Goods Sold. Cost of goods sold increased by $12.6 million, or
30.0%, to $53.2 million for the quarter ended September 30, 2000 from $40.6
million for the quarter ended September 30, 1999. The changes in cost of goods
sold were the same as the factors influencing revenues. Sooner's gross profit
margin increased to 9.6% for the quarter ended September 30, 2000 reflecting the
overall improvement in activity over the period.

Selling, General and Administrative Expenses. During the quarter ended
September 30, 2000, selling, general and administrative expenses were
approximately the same as during the quarter ended September 30, 1999.

Operating Income. Sooner's operating income increased by $1.5 million, or
78.9%, to $3.4 million for the quarter ended September 30, 2000 from $1.9
million for the quarter ended September 30, 1999.

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Interest Expense. Interest expense decreased $0.3 million, or 23.1%, to
$1.0 million for the quarter ended September 30, 2000 from $1.3 million for the
quarter ended September 30, 1999. Average debt outstanding levels were lower at
September 30, 2000 compared to September 30, 1999.

Income tax expense. The effective tax rate of 22.2% for the quarter ended
September 30, 2000 is lower than taxes calculated at the statutory tax rate and
was caused by revisions during the quarter of prior fiscal year estimated tax
liabilities. The effective tax rate in the quarter ended September 30, 1999
represents an estimate of the effective tax rate for the entire fiscal year.

Year Ended June 30, 2000 Compared to the Year Ended June 30, 1999.

Revenues. Revenues increased by $150.2 million, or 138.1%, to $259.0
million for the year ended June 30, 2000 from $108.8 million for the year ended
June 30, 1999. The increase in Sooner's revenues resulted from its acquisitions
of the three businesses in May and June 1999 and the overall recovery of its
market.

Cost of Goods Sold. Cost of goods sold increased by $126.5 million, or
116.4%, to $235.1 million for the year ended June 30, 2000 from $108.6 million
for the year ended June 30, 1999. The changes in cost of goods sold were caused
by the same factors influencing revenues. Sooner's gross profit margin increased
to 9.2% for the year ended June 30, 2000 from 0.1% for the year ended June 30,
1999, reflecting the overall improvement in activity over the period. In
addition, gross margins were negatively impacted by a $4.2 million inventory
write-down taken in the year ended June 30, 1999 due to weak market conditions.

Selling, General and Administrative Expenses. During the year ended June
30, 2000, selling, general and administrative expenses increased $1.4 million,
or 21.5%, to $7.7 million for the year ended June 30, 2000 from $6.3 million for
the year ended June 30, 1999. This increase related to the overall increase in
personnel resulting from the three acquisitions made in May and June 1999, along
with termination-related costs from the same acquisitions.

Depreciation and Amortization. Depreciation and amortization increased $0.5
million, or 45.4%, to $1.6 million for the year ended June 30, 2000 from $1.1
million for the year ended June 30, 1999. This increase was primarily related to
goodwill amortization associated with Sooner's acquisition activity during May
and June 1999.

Operating Income (Loss). Sooner's operating income increased by $21.7
million, or 301.4%, to $14.5 million for the year ended June 30, 2000 from a
loss of $7.2 million for the year ended June 30, 1999.

Interest Expense. Interest expense increased $0.1 million, or 2.2%, to $4.6
million for the year ended June 30, 2000 from $4.5 million for the year ended
June 30, 1999. Average debt outstanding levels were substantially the same for
each of the years ended June 30, 2000 and 1999.

Investment and Other Income. Investment and other income decreased $0.1
million, or 16.7%, to $0.5 million for the year ended June 30, 2000 from $0.6
million for the year ended June 30, 1999 related to the net gain (loss) on sale
of assets.

Income Tax Expense (Benefit). The effective tax rates of 2.3% for the year
ended June 30, 2000 and 5.4% for the year ended June 30, 1999 were impacted by
the establishment and subsequent reversal of a valuation allowance of $3.7
million on deferred tax assets. At June 30, 1999, given the state of the
industry at the time and that Sooner Inc. was a newly-formed entity, Sooner
could not determine that it was more likely than not that the deferred tax
assets would be realized. However, given the improvements in the operating
results of Sooner for the year ended June 30, 2000 and the fact that its NOLs
were fully utilized during the year Sooner determined that the remaining
deferred tax assets at June 30, 2000 would be realizable.

Year Ended June 30, 1999 Compared to the Period August 1, 1997 to July 2, 1998

In July 1998, Sooner Inc. was formed and acquired Sooner Pipe & Supply
Corporation and its subsidiaries. As such, the consolidated financial statements
for Sooner Pipe & Supply Corporation only reflect activity for the period August
1, 1997 to July 2, 1998.
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Revenues. Revenues decreased by $76.3 million, or 41.2%, to $108.8 million
for the year ended June 30, 1999 from $185.1 million for the period August 1,
1997 to July 2, 1998. The decrease in Sooner's revenues resulted from the
overall downturn of its market, offset slightly by its acquisitions of the three
businesses in May and June 1999. The decrease in revenues also resulted from
significant decreases in the prices Sooner could realize from its customers.

Cost of Goods Sold. Cost of goods sold decreased by $56.9 million, or
34.4%, to $108.6 million for the year ended June 30, 1999 from $165.5 million
for the period August 1, 1997 to July 2, 1998. The decrease in Sooner's cost of
goods sold resulted from the overall downturn of its market, offset slightly by
its acquisitions of the three businesses in May and June 1999. Sooner's gross
profit margin decreased to 0.1% for the year ended June 30, 1999 from 10.6% for
the period August 1, 1997 to July 2, 1998, reflecting the overall downturn in
activity over the period ended June 30, 1999 and the write-down of tubular
inventories of $4.2 million during that period.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $14.6 million, or 69.9%, to $6.3 million for
the year ended June 30, 1999 from $20.9 million for the period August 1, 1997 to
July 2, 1998. This decrease was primarily the result of an overall change in the
compensation practices between Sooner and Sooner Pipe & Supply.

Depreciation and Amortization. Depreciation and amortization increased $0.2
million, or 22.2%, to $1.1 million for the year ended June 30, 1999 from $0.9
million for the period August 1, 1997 to July 2, 1998. This increase was
primarily related to goodwill amortization associated with the acquisition of
Sooner Pipe & Supply Corporation in July 1998.

Operating Loss. Sooner's operating loss increased by $5.0 million, or 227%,
to $7.2 million for the year ended June 30, 1999 from $2.2 million for the
period August 1, 1997 to July 2, 1998.

Interest Expense. Interest expense increased $4.4 million, or 4,400%, to
$4.5 million for the year ended June 30, 1999 from $0.1 million for the period
August 1, 1997 to July 2, 1998. Prior to its acquisition by Sooner, Sooner Pipe
& Supply Corporation had no long-term debt outstanding. The increase in interest
expense resulted from an increase in average debt balances outstanding due to
the acquisition of Sooner Pipe & Supply Corporation and the additional
acquisitions made in May and June 1999.

Investment and Other Income. Other income consisted of interest income
received on invested cash for the periods. In addition, other income decreased
$0.8 million, or 57.1%, to $0.6 million for the year ended June 30, 1999 from
$1.4 million for the period August 1, 1997 to July 2, 1998 related to the net
gain (loss) on sale of distribution store assets.

LIQUIDITY AND CAPITAL RESOURCES

Sooner's primary liquidity needs are to fund working capital requirements,
including purchases of tubular goods inventories and payments of accounts
payable. To a lesser extent, Sooner also incurs capital expenditures, such as
expanding and upgrading its facilities and equipment, including its
pipe-handling equipment. In addition, capital is needed from time to time to
fund strategic business acquisitions. Sooner's primary sources of funds have
been cash flow from operations, proceeds from borrowings under its bank
facilities and private capital investments from its stockholders and management.
Cash provided from operations during the years ended June 30, 2000 and 1999 were
$20.3 million and $17.8 million, respectively. Cash provided from operations for
the quarters ended September 30, 2000 and September 30, 1999 were $7.9 million
and $10.7 million, respectively. Cash provided by operations funded ongoing and
increased needs for working capital over the periods, particularly a significant
increase in inventory during the quarter ended September 30, 2000. Net cash
provided by investing activities was $9,000 for the year ended June 30, 2000.
Net cash used by investing activities was $93.9 million for the year ended June
30, 1999. Cash used by investing activities was $38,000 and $98,000 for the
quarters ended September 30, 2000 and September 30, 1999, respectively. The cash
used related primarily to capital expenditures and acquisitions of businesses
during the period. Net cash provided by (used in) financing activities were
$(23.3) million and $80.9 million for the years ended June 30, 2000 and 1999,
respectively. Cash used in financing activities was $7.2 million

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and $10.5 million for the quarters ended September 30, 2000 and September 30,
1999, respectively. Cash raised during these periods was used to fund working
capital requirements, capital expenditures and acquisitions of businesses as
previously discussed. In 2000, debt incurred for these needs was repaid with
cash provided by operations.

Sooner has a $50.0 million credit agreement, which includes a $5.0 million
term note. The revolving line of credit agreement expires on July 2, 2003. This
line of credit is subject to a borrowing base of eligible accounts receivable
and inventory. Borrowings under the credit agreement bear interest at a prime or
adjusted Eurodollar rate plus 1.75%. As of September 30, 2000, $21.8 million was
outstanding under the revolving line of credit, and there were no amounts
outstanding under the term loan. This facility will be replaced by our new $150
million revolving credit facility to be entered into at the closing of the
offering. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

At formation, Sooner entered into two junior subordinated notes payable to
its stockholders for $17.2 million. During May and June 1999, Sooner entered
into additional junior subordinated notes payable to its stockholders for $6.3
million. All junior subordinated notes bear interest at 6% per year compounded
annually and are due on June 30, 2008. The unpaid interest on the junior
subordinated notes is recorded as additional principal in a noncash transaction
until due. Amounts outstanding under the junior subordinated notes totaled $26.1
million and $26.5 million as of June 30, 2000 and September 30, 2000,
respectively.

Sooner believes that cash from operations and available borrowings under
our credit facility will be sufficient to meet its liquidity needs for the
foreseeable future. If Sooner's plans or assumptions change or are inaccurate,
or if Sooner makes any acquisitions, it may need to raise additional capital.
Sooner may not be able to raise additional funds, or may not be able to raise
such funds on favorable terms.

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BUSINESS

OUR COMPANY

We are a leading provider of specialty products and services to oil and gas
drilling and production companies throughout the world. We focus our business
and operations in a substantial number of the world's most active and fastest
growing oil and gas producing regions, including the Gulf of Mexico, Canada,
West Africa, the Middle East, South America and Southeast Asia. Our customers
include many of the major and independent oil and gas companies and other
oilfield service companies. We operate in three principal business segments,
offshore products, tubular services and well site services, and have established
a leadership position in each.

We expect the combination of our existing operations to create additional
growth opportunities through geographic expansion and marketing leverage. Each
of our segments has exposure to some, but not all, of the industry's growth
markets. Our presence in these growth markets provides us an opportunity to
cross-sell our products and services to our customers using our existing
facilities and operations. Our leading positions in these diversified products
and services enable us to participate in each of the exploration, development
and production phases of the oil and gas cycle. This reduces our dependence on
any one phase. Our tubular services and well site services segments are
primarily used in the drilling and workover phases of the oil and gas cycle. Our
offshore products are used primarily in the construction and development phases
of the cycle.

OUR BACKGROUND

Oil States was originally incorporated in July 1995 as "CE Holdings, Inc."
On August 1, 1995, CE Holdings acquired Continental Emsco Company, an operator
of oilfield supply stores, including its then wholly owned subsidiary Oil States
Industries, Inc. Oil States Industries is a manufacturer of offshore products.

In May 1996, Oil States Industries purchased the construction division of
Hunting Oilfield Services, Ltd., which provided a variety of construction
products and services to the offshore oil and gas industry. In November 1996, CE
Holdings changed its name to "CONEMSCO, Inc."

In July 1997, CONEMSCO purchased HydroTech Systems, Inc., a full service
provider of engineered products to the offshore pipeline industry, and SMATCO
Industries Inc., a manufacturer of marine winches for the offshore service boat
industry. In December 1997, CONEMSCO purchased Gregory Rig Service & Sales Inc.,
a provider of drilling equipment and services.

In February 1998, CONEMSCO acquired Subsea Ventures, Inc. Subsea Ventures
designs, manufactures and services auxiliary structures for subsea blowout
preventors and subsea production systems. In April 1998, CONEMSCO acquired the
assets of Klaper (UK) Limited, a provider of repair and maintenance services for
blowout preventors and drilling risers used in offshore drilling.

In July 2000, CONEMSCO, Inc. changed its name to "Oil States International,
Inc." In July 2000, Oil States, HWC, PTI and Sooner entered into a Combination
Agreement providing that, concurrently with the closing of the offering, HWC,
PTI and Sooner will merge with wholly owned subsidiaries of Oil States. As a
result, HWC, PTI and Sooner will become wholly owned subsidiaries of Oil States.

OUR INDUSTRY

in demand for oil is based on worldwide economic and population growth,
primarily in developing countries. The projected increase in gas consumption
over this period is expected to result from higher demand across residential,
industrial and commercial sectors, as well as from the increasing use of gas as
a source of fuel for electric power generation, particularly in North and South
America. We believe that drilling activity has the potential to grow faster than
the demand for oil and gas due to increasing depletion rates and the decreasing
size of remaining hydrocarbon reserves. Increasing depletion rates have the
effect of requiring more wells to be developed to maintain a given level of
supply.

Oil and gas operators are increasingly focusing their exploration and
development efforts on frontier areas, particularly deepwater offshore areas.
According to OneOffshore, Inc., the number of wells drilled in water depths
greater than 1,500 feet has increased from 39 in 1990 to 217 in 2000. The number
of hydrocarbon discoveries in water depths greater than 1,500 feet has shown
similar gains, increasing from nine in 1990 to 68 in 1999.

- Increased drilling in offshore areas, particularly deepwater areas, which
we believe will increase the need for floating exploration and production
systems and the demand for our offshore products. Our offshore products
segment provides technology critical to floating rigs such as drill ships
and semi-submersibles as well as floating production systems such as
tension leg platforms, Spars and floating production, storage and
offloading (FPSO) vessels.

- Increased drilling of deeper, horizontal and offshore wells, which we
believe will positively impact demand for our tubular products. Deeper
wells generate considerably more revenues for our tubular services
segment than shallower wells since deeper wells require more, higher
quality and larger diameter pipe. Generally, operators utilize higher
grade, premium tubulars and connectors for casing and tubing in deep
wells, horizontal wells and offshore wells since the cost of a pipe
failure is higher than in a shallow vertical land well and because the
mechanical stresses on the pipe in deeper, deviated or horizontal wells
are much greater.

- Rising offshore rig utilization and day rates, which we believe will
benefit our hydraulic workover and well control services and cause our
hydraulic units to become more competitive for offshore workovers. We
also expect to benefit from trends towards underbalanced workovers since
this technique results in less damage to reservoir formations than
conventional workovers, and towards underbalanced drilling since it
results in less formation damage, higher rates of penetration and longer
bit life. Underbalanced conditions exist when the pressure exerted by the
hydrocarbons in the reservoir is greater than the pressure introduced
into the well bore during drilling and workover operations. When working
over or drilling a well in an underbalanced condition, the operator can
use a snubbing unit on the well, such as the ones we own, to control
pressures in the well bore.

- Increased exploration and development activities in frontier areas, which
we believe will benefit our remote site accommodations, catering and
logistics services.

OUR GROWTH STRATEGY

We intend to grow our revenue and profitability while continuing to provide
our customers with consistent, superior services and dependable, high-quality
products. We believe we can implement our growth strategy using our existing
facilities and equipment and without incurring significant capital costs,
because we

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currently have available capacity to accommodate future growth. We describe the
key elements of our growth strategy below.

- Capitalize on activity in deepwater and frontier areas. To produce oil
and gas efficiently in deepwater and frontier regions, exploration and
production companies will require the types of specialized products and
services that we offer. Our engineering and manufacturing expertise and
the products and services we provide position us for growth in these
environments.

- Capitalize on increasing activity in our current geographic markets. We
currently have activities in several key growth areas, including the Gulf
of Mexico, Canada, West Africa, the Middle East, South America and
Southeast Asia. Our well-established presence and strong customer
relationships should allow us to capitalize on growth trends in these
geographic markets.

- Leverage our market presence to sell complementary products and
services. Because we are combining several business segments, we have an
opportunity provided by our presence in key areas around the world to
provide additional products and services to our customers. Each of our
segments has exposure to some, but not all, of these areas. We intend to
use our market strength to expand our product and service offerings to
our customers in these regions.

- Develop and provide technologically advanced products and services to our
customers. Technological advances and innovations are important for our
business to remain competitive. In particular, as oil and gas exploration
and production activities move toward deeper water offshore and more
remote areas onshore, technological advances will become increasingly
important to oil and gas producers. We plan to continue to provide highly
engineered products and services to our customers to capitalize on these
market trends.

- Continue to make strategic acquisitions. We intend to make selective
acquisitions of assets in geographic and product markets that complement
our existing operations. We have an extensive history of completing
strategic acquisitions. We intend to continue to participate in the
consolidation of the business segments in which we operate to further
increase our market share, streamline our costs and expand our operating
capabilities.

We have a proven history of growth through acquisitions. Over the last four
years, we have completed acquisitions of over 15 different companies or business
units. These acquisitions allowed us to strengthen our positions in the tubular
services and well site services markets and to broaden our product lines in our
offshore products segment. We believe that with our increased size and access to
the capital markets, we will be able to further expand our operations and
product offerings through strategic acquisitions.

OFFSHORE PRODUCTS

Overview

Through our offshore products segment, we design and manufacture
cost-effective, technologically advanced products for the offshore energy
industry. Our products are used in both shallow and deepwater producing regions
and include flex-element technology, advanced connector systems, blow-out
preventor stack integration and repair services, offshore equipment and
installation services and subsea pipeline products. We have facilities in
Arlington, Houston and Lampasas, Texas; Houma, Louisiana; Scotland; Brazil;
England and Singapore.

Offshore Products Market

The market for our offshore products and services depends primarily upon
drilling rig refurbishments and upgrades, new rig construction and development
of infrastructure for offshore production activities. As demand for oil and gas
increases and related drilling and production increases in offshore areas
throughout the world, particularly in deeper water, we expect spending on these
activities to increase, resulting in improved demand for our offshore products
and services. We expect offshore drilling and production to increase as a

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result of a number of factors that continue to enhance the economics of offshore
drilling and production, including:

- the opportunity to discover larger oil and gas reservoirs in these areas
as compared to previously exploited regions;

- technological advances in complex well drilling and production equipment
that is required in these areas, including those introduced by our
company;

- improved seismic data collection and interpretation techniques; and

- improved drilling techniques.

We believe that these factors will facilitate the exploration for and
development of new reserves in deepwater areas, promote the development of oil
and gas fields that were previously considered commercially marginal and extend
development and production of reserves from existing fields.

The upgrade of existing rigs to equip them with the capability to drill in
deeper water and the construction of new deepwater-capable rigs require
specialized products and services like the ones we provide. According to
information from OneOffshore, Inc., construction of deepwater-capable rigs,
tension leg platforms, Spars and FPSO vessels is currently expected to increase
significantly in the next three years. At December 31, 2000, there were
approximately 55 semisubmersible rigs and 29 drillship-type rigs worldwide
capable of drilling in greater than 2,450 feet of water. It is anticipated that
by the end of 2001 there will be 68 semi-submersible rigs and 30 drillship-type
rigs capable of this deepwater drilling. In addition, there are three new
tension leg platforms and eight new Spars scheduled for completion by the year
2003. At the end of 2000, there were only 11 tension leg platforms and three
Spars in operation worldwide. The number of FPSO vessels is currently expected
to increase from 62 FPSOs in operation worldwide at the end of 2000 to 87 by the
end of 2003, and the number of floating production semisubmersibles is
anticipated to increase from 36 to 43 over the same period. We believe that the
construction, installation, operation and refurbishment from time to time of
these facilities will result in increased demand for many of the products and
services provided by our offshore products segment. An increase in the number of
wells drilled and produced in deepwater is anticipated to increase the demand
for our deepwater offshore equipment and services.

Products and Services

Our offshore products segment provides a broad range of highly engineered
technical products and services for use in offshore drilling and development
activities. In addition, this segment provides onshore oil and gas, defense and
general industrial products and services.

Our offshore products segment has a history of innovation and creative
applications of existing technologies. For example:

- in 1955, we developed the first flexible load bearings for bridges, which
represents the first use of a laminated bearing for a structural
application;

- in 1966, we invented HydroCouple, the first coupling for connecting
plain-end pipe under water;

- in the 1970s, we applied our laminated bearing technology to create
laminated bearings and seals for flexible pipeline bearings, flexible
drilling risers and nuclear submarines;

- in the 1980s, we developed a number of new technologically innovative
products, including our Merlin connector, a non-rotational connector that
is widely used in tension leg platform tethers, and Hydra-Lok, a system
for installing pile-to-structure connections in offshore platforms and
templates; and

- in the 1990s, we developed a diverless connection for use in depths of
over 5,000 feet and we analyzed, constructed and installed the first
rigid, extended length, free-hanging riser.

We have the capability to design and build manufacturing and testing systems for
many of our new products and services. These testing and manufacturing
facilities enable us to provide reliable, technologically
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advanced products and services. Our Aberdeen facility provides a wide range of
structural testing including full-scale product simulations.

Offshore Development and Drilling Activities. We design, manufacture,
fabricate, inspect, assemble, repair, test and market subsea equipment and
offshore vessel and rig equipment. Our products are components of equipment used
on marine vessels, floating rigs and jack-ups, and for the drilling and
production of oil and gas wells on offshore fixed platforms and mobile
production units including floating platforms and FPSO vessels. We believe that
sales of our equipment for new rig building and offshore infrastructure
development will be important sources of future revenues. Our products and
services include:

- flexible bearings and connector products;

- subsea pipeline products;

- marine winches, mooring systems and rig equipment;

- blowout preventor stack assembly, integration, testing and repair
services; and

- fixed platform products and services.

FLEXIBLE BEARINGS AND CONNECTOR PRODUCTS. We are the principal supplier of
flexible bearings, or FlexJoints(TM), to the offshore oil and gas industry. We
also supply connections and fittings that join lengths of large diameter
conductor or casing used in offshore drilling operations. FlexJoints(TM) are
flexible bearings that permit movement of riser pipes or tension leg platform
tethers under high tension and pressure. They are used on drilling, production
and export risers and are used increasingly as offshore production moves to
deeper water areas. Drilling riser systems provide the vertical conduit between
the floating drilling vessel and the subsea wellhead. Through the drilling
riser, equipment is guided into the well and drilling fluids are returned to the
surface. Production riser systems provide the vertical conduit from the subsea
wellhead to the floating production platform. Oil and gas flows to the surface
for processing through the production riser. Export risers provide the vertical
conduit from the floating production platform to the subsea export pipelines.
FlexJoints(TM) are a critical element in the construction and operation of
production and export risers on floating production systems in deepwater.

Floating production systems, including tension leg platforms, Spars and
FPSO systems, are a significant means of producing oil and gas, particularly in
deepwater environments. We provide many important products for the construction
of these systems. A tension leg platform is a floating platform that is moored
by vertical pipes, or tethers, attached to both the platform and the sea floor.
Our FlexJoint(TM) tether bearings are used at the top and bottom connections of
each of the tethers, and our Merlin connectors are used to join shorter pipe
segments to form long pipes offshore. A Spar is a floating vertical cylindrical
structure which is approximately six to seven times longer than its diameter and
is anchored in place.

SUBSEA PIPELINE PRODUCTS. We design and manufacture a variety of fittings
and connectors used in offshore oil and gas pipelines. Our products are used for
new construction, maintenance and repair applications. New construction fittings
include:

- forged steel Y-shaped connectors for joining two pipelines into one;

- pressure-balanced safety joints for protecting pipelines from anchor
snags or a shifting sea-bottom;

- electrical isolation joints; and

- hot tap clamps that allow new pipelines to be joined into existing lines
without interrupting the flow of petroleum product.

We provide diverless connection systems for subsea flowlines and pipelines.
Our proprietary metal-to-metal sealing system is preferred by many oil
companies. Our HydroTech connectors are most commonly used for final hook-up of
subsea production systems and allow pipelines and flowlines to be connected to
production equipment on the sea floor. They also are used in diverless pipeline
repair systems and in future pipeline tie-in systems. Our lateral tie-in sled,
which is installed with the original pipeline, allows a subsea
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tie-in to be made quickly and efficiently using proven HydroTech connectors
without costly offshore equipment mobilization and without shutting off product
flow.

We are a leader in providing pipeline repair hardware, especially in
deepwater applications beyond the depth of diver intervention. Our products
include:

- repair clamps used to seal leaks and restore the structural integrity of
a pipeline;

- mechanical connectors used in repairing subsea pipelines without having
to weld;

- misalignment flanges and swivel ring flanges; and

- pipe recovery tools for recovering dropped or damaged pipelines.

MARINE WINCHES, MOORING SYSTEMS AND RIG EQUIPMENT. We design, engineer and
manufacture marine winches, mooring systems and rig equipment. Our Skagit
winches are specifically designed for mooring floating and semi-submersible
drilling rigs and positioning pipelay and derrick barges, anchor handling boats
and jack-ups. We also design and fabricate rig equipment such as automatic pipe
racking and blow-out preventor handling equipment. Our engineering teams and
manufacturing capability, coupled with skilled service technicians who install
and service our products, provide our customers with a broad range of equipment
and services to support their operations.

BOP STACK ASSEMBLY, INTEGRATION, TESTING AND REPAIR SERVICES. We design and
fabricate lifting and protection frames and offer system integration of blow-out
preventor stacks and subsea production trees. We can provide complete turnkey
and design fabrication services. We also design and manufacture a variety of
custom subsea equipment, such as riser flotation tank systems, guide bases,
running tools, and manifolds. We also offer blow-out preventor and drilling
riser testing and repair services.

FIXED PLATFORM PRODUCTS AND SERVICES. We provide equipment for securing
subsea structures and offshore platform jackets, including our Hydra-Lok
hydraulic system. The Hydra-Lok tool, which has been successfully used at depths
of 3,000 feet, does not require diver intervention or guidelines.

We also provide cost-effective, standardized leveling systems for offshore
structures that are anchored by foundation piles, including subsea templates,
subsea manifolds and platform jackets.

Other Products and Services. Our offshore products segment also produces a
variety of products for use in applications beyond the offshore oil and gas
industry. For example, we provide:

- downhole products for onshore drilling and production;

- elastomer products for use in both offshore and onshore oilfield
activities;

- metal-elastomeric FlexJoints(TM) used in a variety of military, marine
and aircraft applications; and

- technology used in drum-clutches and brakes for heavy-duty power
transmission in the mining, paper, logging and marine industries.

Backlog. Backlog in our offshore products segment at December 31, 2000 was
$36.5 million compared to backlog of $33.6 million at December 31, 1999. Our
backlog consists of firm customer purchase orders for which satisfactory credit
or financing arrangements exist and delivery is scheduled. Our backlog has
increased $2.9 million from December 31, 1999 due primarily to an increase in
our flexible bearings and connector products backlog, partially offset by
reductions in our subsea pipeline products and our marine winches, mooring
systems and drilling equipment backlog.

Regions of Operations

Our offshore products segment provides products and services to customers
in the major offshore oil and gas producing regions of the world, including the
Gulf of Mexico, the North Sea, Brazil, Southeast Asia and West Africa.

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Customers and Competitors

Our three largest customers in the offshore products markets in 1999 were
Global Marine Inc., Noble Drilling Corporation and FMC Corporation, and for the
first nine months of 2000 were Shell Oil Company Inc., Global Marine Inc. and
Noble Drilling Corporation. None of these customers accounted for greater than
5% of our revenues in either period on a pro forma basis after giving effect to
the Combination. Our main competitors include AmClyde Engineered Products
Company, Inc., Dril-Quip, Inc., Cooper Cameron Corporation, Stolt Offshore and
Coflexip Stena Offshore.

Growth Initiatives

We intend to grow our offshore products segment by pursuing the following
initiatives:

- Product Line Development. We intend to continue developing our product
line by finding new applications for our existing technologies and by
developing new products. New applications for our existing products could
include new FlexJoint(TM) applications, the use of our Merlin connector
in subsea pipelines and new Hydra-Lok applications. New products
currently under development include diverless subsea pipeline products.

- Expand Project Workscope. We intend to expand the range of services that
we offer in connection with our offshore products. We believe that we can
obtain higher margins and provide more complete customer service by
participating in all aspects of our customers' purchasing decisions,
including design, engineering, installation and service.

TUBULAR SERVICES

Overview

Through our tubular services segment, we are the largest distributor of oil
country tubular goods, or OCTG, and are a provider of associated finishing and
logistics services to the oil and gas industry. Oil country tubular goods
consist of casing, production tubing and line pipe. Through our tubular services
segment, we:

- distribute premium tubing and casing;

- provide threading, remediation, logistical and inventory services; and

- offer e-commerce pricing, ordering and tracking capabilities.

In 1999, we acquired the tubular divisions of Continental Emsco, Wilson
Supply and National-Oilwell, Inc. These transactions expanded our presence in
key market segments and increased our coverage of the diversified marketplace
for OCTG. We believe we now serve one of the widest customer bases in the
industry, ranging from major oil companies to small independents.

Through our key relationships with more than 20 manufacturers of oilfield
specialty and line pipe, we deliver tubular products and ancillary services to
oil and gas companies, drilling contractors and consultants around the world. We
estimate that we currently have the largest OCTG distribution market share in
the United States, based on tonnage shipped as a percentage of estimated OCTG
consumed in the marketplace. Despite being a leading distributor of OCTG, we
estimate that our U.S. market share is currently between 15% and 20%. Because
the United States OCTG distribution market is fragmented and composed of many
small companies, we believe that there are opportunities for us to increase our
market share.

OCTG Market

Our tubular services segment primarily provides casing and tubing. Casing
forms the structural wall in oil and gas wells to provide support and prevent
caving during drilling operations. Casing is used to protect water-bearing
formations during the drilling of a well. Casing is generally not removed after
it has been installed in a well. Production tubing, which is used to bring oil
and gas to the surface, may be replaced during the life of a producing well.

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A key indicator of domestic demand for OCTG is the average number of
drilling rigs operating in the United States. According to Baker Hughes, the
average United States rig counts in 1997, 1998, 1999 and 2000 were 943, 843, 625
and 918, respectively. The active rig count in the United States fell to 488 in
April 1999. However, drilling activity accelerated in the second half of 1999,
and by year-end 771 rigs were active, compared to 621 at the end of 1998. As of
December 29, 2000, 1,114 rigs were active in the United States. The OCTG market
at any point in time is also affected by the level of inventories maintained by
manufacturers, distributors and end users. In addition, in recent years the
focus of drilling activity has been shifting towards less explored, deeper
geological formations and deepwater locations which offer potentially prolific
reserves. Demand for tubular products is positively impacted by increased
drilling of deeper, horizontal and offshore wells. Deeper wells require
incremental tubular feet and enhanced mechanical capabilities to ensure the
integrity of the well. Deeper wells generate more revenues for our tubular
services segment than shallower wells since deeper wells require more, higher
quality and larger diameter pipe. Premium tubulars are used in horizontal
drilling to withstand the increased bending and compression loading associated
with a horizontal well. Since the cost of a pipe failure is typically higher in
an offshore well than in a land well, offshore operators typically specify
premium tubulars, which provide us with higher margins, for the completion of
offshore wells.

Products and Services

Tubular Products and Services. We distribute all types of OCTG produced by
both domestic and foreign manufacturers to major and independent oil and gas
exploration and production companies and other OCTG distributors. We do not
manufacture any of the tubular goods that we distribute. We operate our tubular
services segment from a total of 11 facilities and have offices strategically
located near areas of oil and gas exploration and development activity in the
United States, Scotland and Nigeria.

We maintain the industry's largest on-the-ground inventory in more than 75
yards in the United States, Scotland and Nigeria, giving us the flexibility to
fill our customers' orders from our own stock or directly from the manufacturer.
We have a proprietary inventory management system, designed specifically for the
OCTG industry, that enables us to track our product shipments down to the
individual pipe stem. This proprietary system integrates our main domestic
facility, the A-Z Terminal in Crosby, Texas, with our overseas facilities in
Nigeria and Scotland.

The purchasing volumes, customer base and management experience of our
tubular services segment provides us with financial and commercial advantages in
our dealings with tubular manufacturers. As a leading distributor of tubular
goods, we believe that we are able to negotiate more favorable supply contracts
with manufacturers. We have distribution relationships with all major domestic
and international steel mills and believe we have good working relationships
with leading mills such as U.S. Steel Group, Lone Star Technologies, Inc. and
Maverick Tube Corporation.

A-Z Terminal. Our A-Z Terminal pipe maintenance and storage facility in
Crosby, Texas is equipped to provide a full range of tubular services, giving us
a customer service capability that we believe is unique in the industry. Set on
109 acres, the ISO 9002-certified facility has more than 1,400 pipe racks and
two double-ended thread lines. We have exclusive use of a permanent third-party
inspection center within the facility. The facility also includes indoor chrome
storage capability and patented pipe cleaning machines.

We offer services at our A-Z Terminal facility typically outsourced by
other distributors, including the following: threading, inspection, cleaning,
cutting, logistics, rig returns, installation of float equipment and
non-destructive testing. In addition, we have the use of two rail spurs, one of
which allows us to deliver tubular products from our facility directly to the
Alaskan North Slope.

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E-commerce. Our website www.soonerpipe.com allows customers to access the
features provided by our proprietary inventory management system which is
designed specifically to handle tubular products. The key features of
www.soonerpipe.com are as follows:

- real-time order tracking from the originating steel mill, through
logistical services to final delivery;

- confidential price and delivery quotation requests from up to five
different tubular distributors, which save the customer time and effort
in obtaining the best value for a particular order;

- our entire catalog of in-stock and special order OCTG and line pipe;

- product catalog searches by several different criteria, including size,
weight and grade of pipe;

- ability to select a number of value-added pipe logistics services,
including threading, third-party inspection, cleaning, cutting and
accessory equipment available from our A-Z Terminal facility; and

- extensive customer reporting features and financial information and
invoicing.

The operation of www.soonerpipe.com provides us with the capability to
serve customers around the world 24 hours a day, seven days a week.

Tubular Products and Services Sales Arrangements. We provide our tubular
products and logistics services through a variety of arrangements, including
spot market sales, alliances and international supply/logistics agreements.
During 1999 and the first nine months of 2000, the spot market accounted for a
majority of our sales of tubular products and logistics services.

We also provide our tubular products and services to independent and major
oil and gas companies under alliance arrangements. Although our alliances are
not as profitable as the spot market, they provide us with more stable and
predictable revenues and an improved ability to forecast required inventory
levels, which allows us to manage our inventory more efficiently. These
arrangements also provide us with the opportunity to grow our tubular services
segment within our alliance customer base.

Regions of Operations

Our tubular services segment provides tubular products and services to
customers in the United States, the Gulf of Mexico, Canada, Nigeria, Venezuela,
Ecuador, Colombia, Guatemala and the United Kingdom.

Customers, Suppliers and Competitors

Our three largest customers in the tubular distribution market in 1999 were
Exxon Mobil Corporation, Unocal Corporation and Conoco Inc., and for the first
nine months of 2000 were Unocal Corporation, Conoco Inc. and El Paso Energy
Corporation. None of these customers accounted for greater than 5% of our
revenues in either period on a pro forma basis after giving effect to the
Combination. Our three largest suppliers were U.S. Steel Group, Maverick Tube
Corporation and Lone Star Technologies, Inc. The tubular services distribution
market is fragmented, and our main competitors are Vinson Supply Co., Red Man
Pipe & Supply Co., Inc. and Total Premier.

Growth Initiatives

We intend to pursue the following initiatives to grow our tubular services
segment:

- Expand E-Commerce Initiative. We believe that www.soonerpipe.com has the
potential to deliver incremental revenues through the addition of
customers and through the introduction of efficiencies into the ordering
process. We intend to optimize the website and to educate our current and
prospective customers on the benefits of e-commerce applications in the
tubular goods industry.

- Partner with Small Brokerage Suppliers. A subset of the tubular goods
distribution market is composed of small brokerage-type suppliers who
broker tubular products and services for their customers. We intend to
pursue arrangements with these broker-dealers under which we would become

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their sole supplier of tubular products and services at prices lower than
they could otherwise obtain in the market.

- Expand Internationally. Our United States operations essentially provide
for the outsourcing of tubular inventory logistics, management and
storage functions by our customers. We believe that similar outsourcing
arrangements can be developed in international locations and that these
arrangements could create an area of potential growth for the tubular
goods we distribute.

WELL SITE SERVICES

Overview

Our well site services segment provides a broad range of products and
services that are used to establish and maintain the flow of oil and gas from a
well throughout its lifecycle. Our services include workover services, drilling
services, rental equipment, remote site accommodations, catering and logistics
services and modular building construction services. We use our fleet of
workover and drilling rigs, rental equipment, remote site accommodation
facilities and related equipment to service well sites for oil and natural gas
companies. Our products and services are used in both onshore and offshore
applications through the exploration, development, production and abandonment
phases of a well's life. Additionally, our remote site accommodations, catering
and logistics services are employed in a variety of mining and related natural
resource applications.

Well Site Services Market

Demand for our workover and drilling rigs, rental equipment and remote site
accommodations, catering and logistics services has increased due to improved
cash flow of oil and gas producers. We expect activity levels to continue to
improve with favorable oil and gas prices for producers.

Demand for our workover services is impacted significantly by offshore
activity both in the United States and international areas. Our hydraulic
workover units compete with jackup rigs for shallow water workover projects.
With the recent increases in dayrates of jackup rigs, our hydraulic workover
units are more attractive to operators due to their cost and performance
attributes relative to these larger units.

Demand for our drilling services is influenced by both oil and gas shallow
onshore United States drilling activity. According to Baker Hughes, the average
United States rig counts in 1997, 1998, 1999 and 2000 were 943, 843, 625 and
918, respectively. The active rig count in the United States fell to 488 in
April 1999. However, drilling activity accelerated in the second half of 1999,
and by year-end 771 rigs were active, compared to 621 at the end of 1998. As of
December 29, 2000, 1,114 rigs were active in the United States. Increased
drilling activity typically leads to higher drilling rates. Given the cost
advantages of our semi-automated drilling rigs, we believe our drilling fleet is
well positioned to benefit from further increases in drilling activity.

Our hydraulic drilling and workover rigs are capable of providing
underbalanced drilling and workover services. Underbalanced drilling and
workover can lead to increased rates of penetration, longer drill bit life and
reduced risk of damage to the formation. In recent years, oil and gas operators
have increasingly utilized underbalanced services, a trend which we believe will
continue in the future.

We expect demand for our rental services to benefit from increasing
exploration and development activity in the U.S. Gulf Coast area and the Gulf of
Mexico.

We expect a large portion of incremental spending by oil and gas producers
to be directed toward oil and gas development in the remote locations of Western
Canada and the deepwater areas of the Gulf of Mexico. Our remote accommodations,
catering and logistics business supplies products and services to companies
engaged in operations in these frontier areas.

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Products and Services

Workover Services. We provide a broad range of workover products and
services primarily to customers in the U.S., Canada, Venezuela, the Middle East
and West Africa. Workover products and services are used in operations on a
producing well to restore or increase production. Workover services are
typically used during the development, production and abandonment stages of the
well. These products and services include hydraulic workover units for offshore
workover operations and snubbing operations in pressure situations.

A hydraulic workover unit is a specially designed rig used for vertically
moving tubulars in and out of a wellbore using hydraulic pressure. This unit is
used for servicing wells with no pressure at the surface and also has the unique
ability of working safely on wells under pressure. This feature allows these
units to be used for underbalanced drilling and workover and also in well
control applications. When the unit is snubbing, it is pushing pipe or tubulars
into the well bore against well bore pressures. Because of their small size and
ability to work on wells under pressure, hydraulic workover units offer several
advantages over larger workover rigs and conventional drilling rigs, including:

- reduced mobilization and demobilization costs;

- reduced cost and time of retrofit to offshore platforms;

- reduced production shut-in time;

- reduced deck space requirement; and

- live well intervention capability for underbalanced drilling situations.

As of December 31, 2000 we had 27 "stand alone" hydraulic workover units.
Of these 27 units, 15 were located in the U.S., three were located in the Middle
East, five were located in Venezuela and four were located in West Africa.
Utilization of our hydraulic workover units varies from period to period. As of
December 31, 2000, eight of our hydraulic workover units were working or under
contract. Typically, our hydraulic workover units are contracted on a short-term
dayrate basis. The length of time to complete a job depends on many factors,
including the number of wells and the type of workover or pressure control
situation involved. Usage of our hydraulic workover units is also affected by
the availability of trained personnel. With our current level of trained
personnel, we estimate that we have the capability to crew and operate 12 to 14
simultaneous jobs involving our hydraulic workover units.

Our three largest customers in workover services in 1999 were Chevron
Corporation, Petroleos de Venezuela, S.A. and Operaciones de Produccion y
Exploracion Nacionales, S.A. and for the first nine months of 2000 were
TotalFinaElf S.A., Chevron Corporation and Apache Corporation. None of these
customers accounted for greater than 5% of our revenues in either period on a
pro forma basis after giving effect to the Combination. We have also entered
into a non-exclusive preferred supplier alliance agreement with Schlumberger
Oilfield Services Group under which we provide hydraulic workover services to
Schlumberger, as and when deemed mutually beneficial, on a worldwide basis. Our
main competitors in workover services are Halliburton Company, Cudd Pressure
Control, Inc. and Nabors Industries, Inc.

Drilling Services. Our drilling services business is located in Odessa,
Texas and Wooster, Ohio and provides drilling services for shallow to medium
depths ranging from 2,000 to 9,000 feet. Drilling services are typically used
during the exploration and development stages of a field. We have a total of 12
semi-automatic drilling rigs with hydraulic pipe handling booms and lift
capacities ranging from 200,000 to 300,000 pounds. Nine of these drilling rigs
are located in Odessa, Texas and three are located in Wooster, Ohio. As of
December 31, 2000, 11 of the 12 rigs were working or under contract.

We market our drilling services directly to a diverse customer base,
consisting of both major and independent oil companies. Our semi-automatic rigs
offer several competitive advantages, including:

- our rigs operate with a two-man crew rather than the four-man crew
typically required by others;

- our rigs require only 60 feet by 100 feet of deckspace;

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- our rigs require significantly fewer truck loads for delivery to the well
site;

- our rigs do not require casing crews;

- our top drive units offer better drilling efficiency than conventional
rotary units; and

- our rigs offer various safety benefits, including minimal pipehandling,
no derrick man and no rotary table and chains.

Our largest customers in drilling services in 1999 and the first nine
months of 2000 included Anadarko Petroleum Corporation and Chevron Corporation,
neither of which accounted for greater than 5% of our revenues in either period
on a pro forma basis after giving effect to the Combination. Our main
competitors are Nabors Industries, Inc., Patterson Energy Inc. and Key Energy
Services, Inc. The land drilling business is very fragmented and consists of a
small number of large companies and many smaller companies.

Rental Services. Our rental services business provides a wide range of
products for use in the offshore and onshore oil and gas industry, including:

- wireline and coiled tubing pressure control equipment;

- pipe recovery systems; and

- surface-based pressure control equipment used in production operations.

Our rental services are used during the exploration, development,
production and abandonment stages. We provide rental services at 12 U.S.
distribution points in Texas, Louisiana and Oklahoma. We provide rental services
on a day rental basis with rates varying depending on the type of equipment and
the length of time rented.

Our three largest customers in rental services in 1999 were Schlumberger
Ltd., Baker Hughes Incorporated and Halliburton Company and for the first nine
months of 2000 were Schlumberger Ltd., Halliburton Company and The Coastal
Corporation. None of these customers accounted for greater than 5% of our
revenues in either period on a pro forma basis after giving effect to the
Combination.

Remote Site Accommodations, Catering and Logistics and Modular Building
Construction. We are a leading provider of fully integrated products and
services required to support a workforce at a remote location, including
workforce accommodations, food services, remote site management services and
modular building construction. We provide complete design, manufacture,
installation, operation and redeployment logistics services for oil and gas
drilling, oil sands mining, diamond mining, pipeline construction, offshore
construction, disaster relief services or any other industry that requires
remote site logistics projects. Our remote site products and services operations
are primarily focused in Canada and the Gulf of Mexico. During the peak of our
operating season, we typically provide logistics services in over 200 separate
locations throughout the world to remote sites with populations of 20 to 2,000
persons.

Our remote site logistics products and services business offers several
competitive advantages, including:

- an extensive inventory of over 2,400 building units in Canada and the
Gulf of Mexico;

- established field service infrastructure;

- extensive remote site logistics capabilities; and

- the ability to mobilize equipment to remote sites on short notice.

Remote Site Accommodations, Catering and Logistics Services. We sell and
lease portable living quarters, galleys, diners and offices and provide portable
generator, water sewage systems and catering services as part of our remote site
logistics services. We provide various client-specific building configurations
to customers for use in both onshore and offshore applications. We provide our
integrated remote site logistics

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services to customers under long-term and short-term contractual arrangements
which include the provision of:

- sanitation, janitorial and laundry services;

- security services;

- maintenance services;

- installation services and planning;

- transportation and communications; and

- power, fuel supply, lighting and refrigeration services.

Modular Building Construction. We design, construct and install a variety
of portable modular buildings, including housing, kitchens, recreational units
and offices for the Canadian and Gulf of Mexico markets. Our designers work
closely with our clients to build structures that best serve their needs.

Our Canadian manufacturing operations primarily support our Canadian remote
site logistics business through the construction and refurbishing of remote site
rental units.

We also design and construct steel and ultra-light weight aluminum modular
buildings and accommodation units for lease or sale to the offshore oil and gas
industry located primarily in the Gulf of Mexico. These buildings are designed
to meet the challenges encountered in harsh saltwater environments and include
U.S. Coast Guard-approved buildings. These modular buildings save valuable deck
space because they can be stacked three high, while still maintaining their
structural integrity in high winds. The structural integrity of our metal
accommodation units provide significant safety advantages over the wood and
fiberglass composite units that some of our competitors provide.

In 1999, our three largest customers in remote site accommodations,
catering and logistics and modular building construction were Syncrude Canada,
Ltd., Ensign Resource Service Group Inc. and Precision Drilling Corporation and
for the first nine months of 2000 included Syncrude Canada, Ltd. and Ensign
Resource Service Group Inc. None of these customers accounted for greater than
5% of our revenues in either period on a pro forma basis after giving effect to
the Combination. Our main competitors are Atco Structures Limited, Great West
Catering Ltd. and Abbeyville Offshore Inc. However, we do not believe that any
of our competitors provides fully integrated remote site logistics services to
the same extent as we currently provide.

Growth Initiatives

We intend to pursue the following initiatives to grow our well site
services business:

- Develop new products. New product developments, such as offshore skidable
racking structures, can be built around the hydraulic workover unit to
improve the competitiveness for both multiple well projects and higher
level workovers.

- Improve market share in well control projects. We believe that we can
improve our market share in emergency well control projects through the
use of partnerships with engineering companies, major service providers
and providers of emergency response services.

- Expand our rental fleet. We plan to expand our rental fleet to target
deepwater operations.

- Provide additional services and equipment. We plan to provide additional
services and equipment to onshore and offshore remote sites in various
geographic locations.

GOVERNMENT REGULATION

The closing of the Combination is subject to governmental review only under
the Hart-Scott-Rodino Antitrust Improvements Act. Early termination of the
review period under that act was granted in September

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2000. A post-closing notice filing is required under the Investment Canada Act.
The Combination does not require any filings or review periods under the
Competition Act (Canada).

Our business is significantly affected by foreign, federal, state and local
laws and regulations relating to the oil and natural gas industry, worker safety
and environmental protection. Changes in these laws, including more stringent
administrative regulations and increased levels of enforcement of these laws and
regulations, could significantly affect our business. We cannot predict changes
in the level of enforcement of existing laws and regulations or how these laws
and regulations may be interpreted or the effect changes in these laws and
regulations may have on us or our future operations or earnings. We also are not
able to predict whether additional laws and regulations will be adopted.

We depend on the demand for our products and services from oil and natural
gas companies. This demand is affected by changing taxes, price controls and
other laws and regulations relating to the oil and gas industry generally,
including those specifically directed to oilfield and offshore operations. The
adoption of laws and regulations curtailing exploration and development drilling
for oil and natural gas in our areas of operation could also adversely affect
our operations by limiting demand for our products and services. We cannot
determine the extent to which our future operations and earnings may be affected
by new legislation, new regulations or changes in existing regulations or
enforcement.

Some of our employees who perform services on offshore platforms and
vessels are covered by the provisions of the Jones Act, the Death on the High
Seas Act and general maritime law. These laws operate to make the liability
limits established under states' workers' compensation laws inapplicable to
these employees and permit them or their representatives generally to pursue
actions against us for damages or job-related injuries with no limitations on
our potential liability.

Our operations are subject to numerous foreign, federal, state and local
environmental laws and regulations governing the manufacture, management and/or
disposal of materials and wastes in the environment and otherwise relating to
environmental protection. Numerous governmental agencies issue regulations to
implement and enforce these laws, for which compliance is often costly and
difficult. The violation of these laws may result in the denial or revocation of
permits, issuance of corrective action orders, assessment of administrative and
civil penalties and even criminal prosecution. We believe that we are in
compliance in all material respects with applicable environmental laws and
regulations. Further, we do not anticipate that compliance with existing laws
and regulations will have a material effect on our consolidated financial
statements.

We generate wastes, including hazardous wastes, that are subject to the
federal Resource Conservation and Recovery Act, or RCRA, and comparable state
statutes. The United States Environmental Protection Agency, or EPA, and state
agencies have limited the approved methods of disposal for some types of
hazardous and nonhazardous wastes. Some wastes handled by us in our field
service activities that currently are exempt from treatment as hazardous wastes
may in the future be designated as "hazardous wastes" under RCRA or other
applicable statutes. This would subject us to more rigorous and costly operating
and disposal requirements.

The federal Comprehensive Environmental Response, Compensation, and
Liability Act, or CERCLA or the "Superfund" law, and comparable state statutes
impose liability, without regard to fault or legality of the original conduct,
on classes of persons that are considered to have contributed to the release of
a hazardous substance into the environment. These persons include the owner or
operator of the disposal site or the site where the release occurred and
companies that disposed of or arranged for the disposal of the hazardous
substances at the site where the release occurred. Under CERCLA, these persons
may be subject to joint and several liability for the costs of cleaning up the
hazardous substances that have been released into the environment and for
damages to natural resources, and it is not uncommon for neighboring landowners
and other third parties to file claims for personal injury and property damage
allegedly caused by the hazardous substances released into the environment. We
currently have operations on properties where activities involving the handling
of hazardous substances or wastes may have been conducted by third parties not
under our control. These properties may be subject to CERCLA, RCRA and analogous
state laws. Under these laws and related regulations, we could be required to
remove or remediate previously discarded hazardous
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substances and wastes or property contamination that was caused by these third
parties. These laws and regulations may also expose us to liability for our acts
that were in compliance with applicable laws at the time the acts were
performed.

Our operations may result in discharges of pollutants to waters. The
Federal Water Pollution Control Act and analogous state laws impose restrictions
and strict controls regarding the discharge of pollutants into state waters or
waters of the United States. The discharge of pollutants is prohibited unless
permitted by the EPA or applicable state agencies. In addition, the Oil
Pollution Act of 1990 imposes a variety of requirements on responsible parties
related to the prevention of oil spills and liability for damages, including
natural resource damages, resulting from such spills in waters of the United
States. A responsible party includes the owner or operator of a facility or
vessel, or the lessee or permittee of the area in which an offshore facility is
located. The Federal Water Pollution Control Act and analogous state laws
provide for administrative, civil and criminal penalties for unauthorized
discharges and, together with the Oil Pollution Act, impose rigorous
requirements for spill prevention and response planning, as well as substantial
potential liability for the costs of removal, remediation, and damages in
connection with any unauthorized discharges.

Although we believe that we are in substantial compliance with existing
laws and regulations, there can be no assurance that substantial costs for
compliance will not be incurred in the future. Moreover, it is possible that
other developments, such as the adoption of stricter environmental laws,
regulations and enforcement policies, could result in additional costs or
liabilities that we cannot currently quantify.

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FACILITIES

The following table presents information about our principal facilities.
Except as indicated below, we own all of these facilities.

APPROXIMATE
SQUARE
LOCATION FOOTAGE/ACREAGE DESCRIPTION
-------- --------------- -----------

United States
Houston, Texas (lease).................... 3,095 Principal executive offices
Arlington, Texas.......................... 11,264 Offshore products business office
Arlington, Texas.......................... 55,853 Offshore products manufacturing facility
Arlington, Texas (lease).................. 42,491 Offshore products manufacturing facility
Arlington, Texas.......................... 44,780 Elastomer Technology Center
Arlington, Texas.......................... 60,000 Molding and aerospace facilities
Houston, Texas (lease).................... 16,000 Offshore products manufacturing facility
Houston, Texas............................ 65,105 Offshore products manufacturing facility
Houston, Texas (lease).................... 54,050 Offshore products manufacturing facility
Lampasas, Texas........................... 47,500 Molding facility for offshore products
Crosby, Texas............................. 109 acres Tubular yard
Belle Chasse, Louisiana (lease)........... 20,000 Accommodations manufacturing facility
Lafayette, Louisiana (lease).............. 9 acres Accommodations equipment yard
Houma, Louisiana (lease).................. 24,000 Accommodations manufacturing facility
Houma, Louisiana.......................... 24,000 Hydraulic well control yard and office
Houma, Louisiana.......................... 8,400 Well control office and training facility
Houma, Louisiana.......................... 64,659 Offshore products manufacturing facility
Broussard, Louisiana...................... 19,000 Rental tool warehouse
Odessa, Texas............................. 14,240 Tubular warehouse
Odessa, Texas............................. 7,500 Office and warehouse in support of
drilling operations
Alvin, Texas.............................. 20,450 Rental tool warehouse
International
Nisku, Alberta............................ 33,000 Accommodations manufacturing facility
Edmonton, Alberta......................... 31,000 Accommodations office and warehouse
Aberdeen, Scotland (lease)................ 56,021 Offshore products manufacturing facility
Bathgate, Scotland........................ 28,000 Offshore products manufacturing facility
Spruce Grove, Alberta..................... 15,000 Accommodations facility and equipment yard
Grande Prairie, Alberta................... 18,000 Accommodations facility and equipment yard
Peace River, Alberta...................... 80 acres Accommodations equipment yard
Aberdeen, Scotland (lease)................ 6,260 Tubular yard
Barrow, England........................... 14,551 Offshore products manufacturing facility
Singapore, Asia (lease)................... 13,411 Offshore products warehouse and yard
Macae, Brazil (lease)..................... 18,729 Offshore products manufacturing facility
Port Harcourt, Nigeria (lease)............ 376,727 Tubular yard

We have five tubular sales offices and a total of 12 rental supply and
distribution points in Texas, Louisiana and Oklahoma. Most of these office
locations provide sales, technical support and personnel services to our
customers. We also have various offices supporting our business segments which
are both owned and leased.

LEGAL PROCEEDINGS

We are a party to various pending or threatened claims, lawsuits and
administrative proceedings seeking damages or other remedies concerning our
commercial operations, products, employees and other matters. Although we can
give no assurance about the outcome of these or any other pending legal and
administrative

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proceedings and the effect such outcomes may have on us, we believe that any
ultimate liability resulting from the outcome of such proceedings, to the extent
not otherwise provided for or covered by insurance, will not have a material
adverse effect on our financial condition or results of operations.

EMPLOYEES

As of December 31, 2000, we had 2,805 full-time employees, 845 of whom are
in our offshore products segment, 91 of whom are in our tubular services segment
and 1,869 of whom are in our well site services segment. In addition, we are
party to collective bargaining agreements covering approximately 361 employees
located in Canada. We believe relations with our employees are good.

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table provides information regarding our executive officers
and directors as of December 31, 2000:

NAME AGE POSITION(S)
---- --- -----------

L.E. Simmons.......................... 54 Chairman of the Board
Douglas E. Swanson.................... 62 Director, President and Chief
Executive Officer
Cindy B. Taylor....................... 39 Senior Vice President -- Chief
Financial Officer and Treasurer
Robert W. Hampton..................... 49 Vice President -- Finance and
Accounting and Secretary
Michael R. Chaddick................... 53 Vice President -- Tubular Services
Christopher E. Cragg.................. 39 Vice President -- Tubular Services
Howard Hughes......................... 58 Vice President -- Offshore Products
Sandy Slator.......................... 56 Vice President -- Well Site Services
Jay Trahan............................ 54 Vice President -- Well Site Services
Martin Lambert(1)..................... 45 Director
Mark G. Papa(1)....................... 54 Director
Gary L. Rosenthal(1).................. 51 Director
Andrew L. Waite....................... 40 Director
Stephen A. Wells...................... 57 Director

---------------

(1) Mr. Lambert, Mr. Papa and Mr. Rosenthal will be appointed to our board of
directors in connection with the closing of the Combination and the
offering.

We describe briefly below the business experience of our executive officers
and directors.

L.E. Simmons is Chairman of the Board of our company. Mr. Simmons is the
founder, Chairman of the Board and President of L.E. Simmons & Associates,
Incorporated, a private equity fund manager and the ultimate general partner of
SCF. Mr. Simmons has held these positions since 1989. Prior to founding L.E.
Simmons & Associates, Incorporated, he co-founded Simmons & Company
International, an investment bank that specializes in the energy industry. Mr.
Simmons also serves as a director of Varco International, Inc., an oilfield
services and equipment company, Zions Bancorporation, a commercial banking
company, and Simmons Media Group, a media and entertainment company. He received
a M.B.A. from the Harvard University Graduate School of Business Administration.

Douglas E. Swanson is a director of our company and has served as President
and Chief Executive Officer since January 2000. From August 1999 to January
2000, Mr. Swanson pursued personal interests. From January 1992 to August 1999,
Mr. Swanson served as Chairman of the Board and Chief Executive Officer of
Cliffs Drilling Company, a contract drilling company. He currently serves as a
director of HWC, Sooner, R&B Falcon Corporation, a contract marine drilling
company, and Varco International, Inc. He holds a degree from Cornell College
and is a Certified Public Accountant.

Cindy B. Taylor is Senior Vice President -- Chief Financial Officer and
Treasurer of our company. She has held this position since May 2000. From August
1999 to May 2000, Mrs. Taylor was the Chief Financial Officer of L.E. Simmons &
Associates, Incorporated. Mrs. Taylor served as the Vice President -- Controller
of Cliffs Drilling Company from July 1992 to August 1999 and as a senior manager
with Ernst & Young, LLP, a public accounting firm, from January 1984 to July
1992. She received a B.B.A. from Texas A&M University and is a Certified Public
Accountant.

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Robert W. Hampton will be appointed Vice President -- Finance and
Accounting and Secretary of our company upon completion of the offering. Mr.
Hampton is Vice President and Chief Financial Officer of HWC, a position he has
held since February 1998. Mr. Hampton joined HWC from Tidewater Inc., an
offshore service vessel operator, where he was based in Aberdeen and was Area
Manager for the North Sea Operations from March 1996 to February 1998. He served
as Vice President, Treasurer and Chief Financial Officer of Hornbeck Offshore,
an offshore service vessel operator, from 1990 to March 1996, when it was
acquired by Tidewater. Mr. Hampton worked at Price Waterhouse, a public
accounting firm, from 1973 to 1986. Mr. Hampton is a Certified Public Accountant
and received his B.S. degree from the Pennsylvania State University.

Michael R. Chaddick will be appointed Vice President -- Tubular Services of
our company upon completion of the offering. Mr. Chaddick is Executive Vice
President -- Chief Operating Officer of Sooner, a position he has held since
June 1999. From May 1992 to June 1999, he served as President of the Wilson
Supply Company Division of Wilson Industries, Inc., a general oilfield supplies
distributor. He served as Vice President -- Tubular Services for Wilson from
February 1982 until May 1992 and was the General Manager of Tubular Services
from November 1980 until February 1982. Prior to joining Wilson, Mr. Chaddick
spent 11 years with U.S. Steel, a steel manufacturer, in various sales and
management capacities. He currently serves as a director of Sooner. He received
a B.B.A. degree from the University of Texas at Arlington.

Christopher E. Cragg will be appointed Vice President -- Tubular Services
of our company upon completion of the offering. Mr. Cragg is Executive Vice
President -- Chief Financial Officer of Sooner, a position he has held since
December 1999. From June 1999 to December 1999, Mr. Cragg pursued personal
interests. From April 1994 to June 1999, he was Vice President and Controller of
Ocean Energy, Inc., an independent oil and gas exploration and production
company, and its predecessor companies. Mr. Cragg served as Manager -- Internal
Audit with Cooper Industries, a manufacturer of diversified products, from April
1993 to April 1994 and as a senior manager with Price Waterhouse, a public
accounting firm, from August 1983 to April 1993. He currently serves as a
director of Sooner. He received a B.B.A. degree from Southwestern University and
is a Certified Public Accountant.

Howard Hughes will be appointed Vice President -- Offshore Products of our
company upon completion of the offering. Mr. Hughes is President of Oil States,
a position he has held since September 1989. Prior to that, Mr. Hughes served in
various managerial and executive positions with Oil States since April 1976. He
holds a B.S. degree from the University of Houston.

Sandy Slator will be appointed Vice President -- Well Site Services of our
company upon completion of the offering. Mr. Slator joined PTI in November 1999
and has served as its President and Chief Executive Officer since January 2000.
From February 1999 to November 1999, Mr. Slator was a founding partner of River
View Venture Partners, an Edmonton-based venture capital group. From March 1998
to January 1999, Mr. Slator was an associate of Lambridge Capital Partners, an
Edmonton-based investment banking group. From May 1996 to March 1998, Mr. Slator
participated in a number of community-related volunteer activities. During that
time, Mr. Slator was also a founding partner of NetCovergence, Inc., a private
technology related company that was sold in the spring of 2000. From 1989 to
April 1996, Mr. Slator served as President and Chief Executive Officer of Vencap
Equities Alberta Ltd., a publicly traded venture capital company. Mr. Slator
served on the board of PTI from 1984 until 1994.

Jay Trahan will be appointed Vice President -- Well Site Services of our
company upon completion of the offering. Mr. Trahan is President and Chief
Executive Officer of HWC, a position he has held since January 1998. He has 30
years of experience in the oil and gas industry. From 1996 to January 1998, Mr.
Trahan served as President of Baker Hughes Solutions; from 1993 to 1996, he
served as President of Baker Hughes Inteq; from 1990 to 1993, he served as
President of Baker Sand Control; and from 1988 to 1990 he served as Vice
President of Worldwide Operations for Baker Sand Control. Baker Hughes
Solutions, Baker Hughes Inteq and Baker Sand Control are divisions of Baker
Hughes Incorporated, a diversified oilfield services company. He currently
serves as a director of HWC.

Martin Lambert will become a director of our company upon the completion of
the offering. Mr. Lambert has been a partner in the Canadian law firm Bennett
Jones LLP since 1987. Mr. Lambert joined Bennett
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Jones LLP in 1979. He currently serves as a director of TriGas Exploration,
Inc., a Canadian oil and gas exploration and production company, and IPEC, Ltd.,
a pipeline construction company. He has a L.L.B. degree from the University of
Alberta.

Mark G. Papa will become a director of our company upon the completion of
the offering. Mr. Papa has served as Chairman of the Board and Chief Executive
Officer of EOG Resources, Inc., an oil and gas exploration and production
company, since August 1999. From February 1994 to August 1999, he held a number
of management positions with EOG Resources, Inc. He has a petroleum engineering
degree from the University of Pittsburgh and a M.B.A. degree from the University
of Houston.

Gary L. Rosenthal will become a director of our company upon the completion
of the offering. Mr. Rosenthal is co-founder and President of Heaney Rosenthal
Inc., a private investment company, a position he has held since October 1994.
Since September 2000, he has served as President of AXIA Incorporated, a
diversified manufacturing company. From July 1998 to September 2000, he also
served as Chairman of the Board and Chief Executive Officer of AXIA
Incorporated. He currently serves as a director of HWC, Diamond Products
International, Inc., a drilling bit manufacturer, and Texas Petrochemical
Holdings, Inc., a chemicals manufacturer and distributor. He holds J.D. and A.B.
degrees from Harvard University.

Andrew L. Waite is a director of our company. Mr. Waite is a Managing
Director of L.E. Simmons & Associates, Incorporated and has been an officer of
that company since October 1995. He was previously Vice President of Simmons &
Company International, where he served from August 1993 to September 1995. From
1984 to 1991, Mr. Waite held a number of engineering and management positions
with the Royal Dutch/Shell Group, an integrated energy company. He currently
serves as a director of HWC, Sooner, WorldOil.com Inc., an online oilfield
services portal, Canyon Offshore, Inc., a provider of remotely operated vehicle
services, and Hornbeck Leevac Marine Services, Inc., an operator of offshore
supply vessels and other marine assets. He received a M.B.A. from the Harvard
University Graduate School of Business Administration and a M.S. degree from the
California Institute of Technology.

Stephen A. Wells is a director of our company. Mr. Wells is the president
of Wells Resources, Inc., a privately owned oil, gas and ranching company, and
has served in that position since 1983. From April 1999 to October 1999, Mr.
Wells served as a director and Chief Executive Officer of Avista Resources,
Inc., an oil recycling technology company. From October 1993 to February 1996,
he was a director and Chief Executive Officer of Coastwide Energy Services,
Inc., a Gulf Coast marine terminal operator. From March 1992 to September 1994,
he was a director and Chief Executive Officer of Grasso Corporation, an oil and
gas production management services company. Mr Wells currently is a director of
Pogo Producing Company, an oil and gas exploration and production company, the
Chairman of the Board of GRT Inc., a hydrocarbon research and technology
company, and a director of DFB Pharmaceuticals, Inc., a pharmaceuticals and
health care products manufacturer.

CLASSIFIED BOARD

Our board of directors will be divided into three classes. The directors
will serve staggered three-year terms. Terms of the Class I directors will
expire at the annual meeting of stockholders to be held in 2002. The terms of
the directors of the other two classes will expire at the annual meetings of
stockholders to be held in 2003 (Class II) and 2004 (Class III). At each annual
meeting of stockholders, one class of directors will be elected for a full term
of three years to succeed that class of directors whose terms are expiring. The
directors so elected may be removed only for cause. Upon the completion of the
offering, the classification of directors will be as follows:

- Class I -- Mr. Simmons and Mr. Swanson;

- Class II -- Mr. Rosenthal and Mr. Waite;

- Class III -- Mr. Papa, Mr. Wells and Mr. Lambert.

Our certificate of incorporation does not provide for the cumulative voting
of shares in the election of directors. Because SCF will own a majority of the
outstanding shares of our common stock following the
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Combination and the offering, SCF will have the power to elect all of the
directors standing for election at each annual meeting of stockholders.

COMMITTEES OF THE BOARD OF DIRECTORS

Upon completion of this offering, our board of directors will establish an
audit committee and a compensation committee.

The functions of the audit committee will be to:

- recommend annually to our board of directors the appointment of our
independent auditors;

- discuss and review in advance the scope and the fees of our annual audit
and review the results of the annual audit with our independent auditors;

- review and approve non-audit services of our independent auditors;

- review the adequacy of and compliance with our major accounting and
financial reporting policies;

- review our management's procedures and policies relating to the adequacy
of our internal accounting controls and compliance with applicable laws
relating to accounting practices; and

- review our risk management policies and activities.

The audit committee will consist solely of independent directors.

The functions of the compensation committee will be to review and approve:

- annual salaries;

- bonuses;

- grants of restricted stock and stock options under our 2001 Equity
Participation Plan and other stock incentive plans adopted from time to
time for all executive officers and key members of our management staff;
and

- the terms and conditions of all employee benefit plans or changes to
these plans.

The compensation committee will consist solely of non-employee directors.

BOARD COMPENSATION

Directors who are also our employees do not receive a retainer or fees for
service on our board of directors or any committees. Directors who are not
employees will receive after the offering an annual fee of $15,000 and fees of
$1,500 for attendance at each meeting of our board of directors, $1,000 for each
committee meeting attended in person and $500 for each committee meeting
attended telephonically. In addition, each non-employee director who serves as
committee chairman will receive an annual fee of $10,000 for each committee on
which he serves as chairman. Directors who are not employees will receive
options to purchase 5,000 shares of our common stock upon election to the board
of directors or, for our non-employee directors who will continue on the board
of directors, upon completion of the offering and additional options to purchase
5,000 shares at each annual meeting after which they continue to serve. These
options will be granted under the 2001 Equity Participation Plan, will vest in
four annual installments and will expire ten years from the date of grant. In
the event of a change in control, the options will vest in accordance with the
plan. The exercise price of these options will be the fair market value at the
date of grant. All of our directors are reimbursed for reasonable out-of-pocket
expenses incurred in attending meetings of our board of directors or committees
and for other reasonable expenses related to the performance of their duties as
directors.

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EXECUTIVE COMPENSATION

The following table presents information regarding the compensation of our
Chief Executive Officer and our four other most highly compensated executive
officers during 2000. These five persons are collectively referred to in this
prospectus as the "named executive officers."

ANNUAL COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
--------------------------- -------- -------- ------------

Douglas E. Swanson(1)..................................... $225,481 -- --
President and Chief Executive Officer
Cindy B. Taylor(2)........................................ $100,000 $135,000 --
Senior Vice President --
Chief Financial Officer and Treasurer
Howard Hughes............................................. $225,000 $ 73,163 $12,665(3)
Vice President --
Offshore Products
Jay Trahan................................................ $200,000 -- 3,000(3)
Vice President --
Well Site Services
Michael R. Chaddick....................................... $159,600 $ 72,201 --
Vice President --
Tubular Services

---------------

(1) Mr. Swanson joined our company in January 2000. Mr. Swanson's annual base
salary following the completion of the offering will be $375,000.

(2) Ms. Taylor joined our company in May 2000. Ms. Taylor's annual base salary
following the completion of the offering will be $200,000.

(3) Reflects payments made to the Oil States and HWC 401(k) plans on behalf of
Messrs. Hughes and Trahan, respectively, to fund base retirement
contributions, 401(k) matching contributions and discretionary profit
sharing contributions.

2001 EQUITY PARTICIPATION PLAN

We have adopted an Equity Participation Plan. The plan provides for the
grant of any combination of:

- stock options, which include both incentive stock options and
nonqualified stock options;

- restricted stock;

- performance awards;

- dividend equivalents;

- deferred stock; and

- stock payments.

The purpose of the plan is to strengthen our ability to attract, motivate and
retain directors and employees. The principal features of the plan are described
below.

Reservation of Shares. We have reserved 3,700,000 shares of common stock
for issuance under the plan. The shares available under the plan may be either
previously unissued shares or treasury shares. In the event of stock splits,
reorganizations, recapitalizations or other specified corporate transactions
affecting us or our common stock, proportionate adjustments may be made to the
number of shares available for grant under the plan, the applicable maximum
share limitations under the plan, and the number of shares and prices under
outstanding awards at the time of the event. If any portion of an award expires,
lapses or is canceled without being fully exercised, the shares which were
subject to the unexercised portion of the award will continue to be

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available for issuance under the plan. The maximum number of shares which may be
subject to options, restricted stock or deferred stock granted under the plan to
any individual in any calendar year is 400,000. The maximum value of any
performance awards which may be granted under the plan to any individual in any
calendar year is $2,500,000. As of December 31, 2000, giving effect to the
Combination, options to purchase 1,211,920 shares at a weighted average exercise
price of $7.34 per share were outstanding. In connection with the offering, we
intend to grant under the plan additional options to purchase an aggregate of
approximately 800,000 shares at an exercise price equal to the initial public
offering price and approximately 100,000 shares of restricted stock.

Administration. The plan will be administered by the compensation
committee. Subject to limitations, the compensation committee has the authority
to determine:

- the persons to whom awards are granted,

- the types of awards to be granted,

- the time at which awards will be granted,

- the number of shares, units or other rights subject to each award,

- the exercise, base or purchase price of an award, if any,

- the time or times at which the award will become vested, exercisable or
payable, and

- the duration of the award.

The compensation committee also has the power to interpret the plan and make
factual determinations and may provide for the acceleration of the vesting or
exercise period of an award at any time prior to its termination or upon the
occurrence of specified events.

Change of Control. Unless otherwise provided in a particular award
agreement, in the event of a "change of control," as defined in the plan:

- all outstanding awards automatically will become fully vested immediately
prior to the change of control, or at an earlier time set by the
committee;

- all restrictions, if any, with respect to all outstanding awards will
lapse; and

- all performance criteria, if any, with respect to all outstanding awards
will be deemed to have been met at their target level.

Amendment. Stockholder approval is required to amend the plan to increase
the number of shares as to which awards may be granted, except for adjustments
resulting from stock splits and the like. The compensation committee can amend,
modify, suspend or terminate the plan in all other respects, unless the action
would otherwise require stockholder approval. Amendments of the plan will not,
without the consent of the participant, materially affect a participant's rights
under an award previously granted, unless the award itself otherwise expressly
so provides. The plan expires in 2011.

DEFERRED COMPENSATION PLAN

We have adopted a nonqualified deferred compensation plan that will permit
our directors and selected key employees to elect to defer all or a part of
their cash compensation from us until the termination of their status as a
director or employee. The plan will be administered by the compensation
committee. Our directors will be eligible to participate in the plan, and we
expect that all of our officers will be eligible to participate. Participating
employees will be eligible to receive from us a matching deferral under the
nonqualified deferred compensation plan that will compensate them for
contributions they could not receive from us under our 401(k) plan due to the
various limits imposed on 401(k) plans by the U.S. federal income tax laws.

Participants in our nonqualified deferred compensation plan will be able to
invest contributions made to the nonqualified deferred compensation plan in
investment funds to be selected by the compensation

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committee. We may establish a grantor trust to hold the amounts deferred under
the plan by our officers and directors. All amounts deferred under the plan will
remain subject to the claims of our creditors.

Each participant will receive, at the participant's election, a lump sum
distribution or installment payments only upon termination of the participant's
service with us and our affiliates. The compensation committee may, however,
approve in-service withdrawals by participants to cover an unforeseen financial
emergency of the participant.

ANNUAL INCENTIVE COMPENSATION PLAN

We have adopted an annual incentive compensation plan effective January 1,
2001. The annual incentive compensation plan will be administered by the
compensation committee and will be available to our executive officers and key
members of management. Awards under the plan will be based on meeting annual
objective performance standards relating to our performance or, in some cases,
to the performance of a particular business segment or individual performance.
At least 80% of the performance standards for our executive officers are
expected to be based on earnings before interest, taxes, depreciation and
amortization for our company or a particular business segment.

EXECUTIVE AGREEMENTS

Prior to the Combination, Mr. Trahan has an employment agreement with HWC.
In connection with the closing of the Combination and the offering, this
employment agreement will be terminated, and we will enter into separate
executive agreements with the named executive officers, including Mr. Trahan.

These new agreements will provide protection in the event of a qualified
termination, which is defined as an involuntary termination of the executive
officer by us other than for cause or a voluntary termination by the executive
for good reason. If the qualified termination occurs during the 24-month period
following a change of control, the agreements will provide for a lump sum
payment to the executive officer based on the executive officer's base salary
and target annual bonus amount. In addition, in that circumstance, the
agreements will provide that all restricted stock awards will become vested,
that all restrictions on such awards will lapse and that outstanding stock
options will vest and, except for incentive stock options granted prior to the
completion of the offering, remain exercisable for the remainder of their terms.
The executive officer will also be entitled to health benefits, vesting of all
deferred compensation amounts, outplacement services and to be made whole for
any excise taxes incurred with respect to severance payments that are excess
parachute payments under the Internal Revenue Code. If a qualified termination
occurs other than during the 24-month period following a change of control, the
executive agreements will provide for payments based on the executive officer's
base salary and target annual bonus amount.

The executive agreements will have an initial term of three years and will
be extended automatically for one additional day on a daily basis for a maximum
additional period of three years, unless notice of non-extension is given, in
which case the agreement will terminate on the third anniversary of the date
notice is given. To receive benefits under the executive agreement, the
executive officer will be required to execute a release of certain
employment-related claims against us. The terms of the executive agreements are
summarized below.

Douglas E. Swanson. Under the terms of Mr. Swanson's executive agreement,
he will be entitled to receive a lump sum payment equal to three times his base
salary and target annual bonus amount if a qualified termination occurs during
the 24-month period following a change of control. If a qualified termination
occurs other than during the 24-month period following a change of control, Mr.
Swanson will be entitled to receive a lump sum payment equal to two times his
base salary and target annual bonus amount. In addition, we intend to award to
Mr. Swanson restricted stock with a value of approximately $1.2 million in
connection with the Combination and the offering. This restricted stock award
vests in three equal installments on each of the first three anniversaries of
the effective date of the restricted stock agreement. In addition, the entire
restricted stock award will vest if there is a change in control of our company
or if Mr. Swanson's employment is terminated for a reason that entitles him to
receive benefits under any of our long term disability plans.

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Cindy B. Taylor. Under the terms of Ms. Taylor's executive agreement, she
will be entitled to receive a lump sum payment equal to two and a half times her
base salary and target annual bonus amount if a qualified termination occurs
during the 24-month period following a change of control. If a qualified
termination occurs other than during the 24-month period following a change of
control, Ms. Taylor will be entitled to receive a lump sum payment equal to one
and a half times her base salary and target annual bonus amount.

All Other Named Executive Officers. Under the terms of each other named
executive officer's executive agreement, the named executive officer will be
entitled to receive a lump sum payment equal to two times his base salary and
target annual bonus amount if a qualified termination occurs during the 24-month
period following a change of control. If a qualified termination occurs other
than during the 24-month period following a change of control, the executive
officer will be entitled to receive a lump sum payment equal to his base salary
and target annual bonus amount.

CHANGE OF CONTROL SEVERANCE PLAN

We have also adopted a change of control severance plan for selected key
management employees. Under the terms of this plan, if a qualified termination
occurs during the 12-month period following a change of control, specified key
management employees, other than our named executive officers, will be entitled
to receive a lump sum payment equal to a multiple ranging from one-half to two
times their respective annual base salaries and corresponding portions of their
target annual bonus amount. In addition, the terminated key management employees
will be entitled to health benefits and outplacement services. No key management
employee will be entitled to severance benefits under this plan following a
change of control if the employee is offered comparable employment with the
acquiring entity. To receive benefits under this plan, the terminated key
management employees will be required to execute a release of certain
employment-related claims against us.

OPTION GRANTS

In connection with the Combination, all outstanding options under the Oil
States, HWC, Sooner and PTI option plans will be converted into options issued
under our 2001 Equity Participation Plan. In connection with this offering, we
intend to grant under this plan additional options to purchase an aggregate of
approximately 800,000 shares at an exercise price equal to the initial public
offering price and approximately 100,000 shares of restricted stock. Following
the Combination and the offering, options to purchase approximately 2,011,920
shares of our common stock will be outstanding under the 2001 Equity
Participation Plan.

The following table contains information concerning stock options held by
the named executive officers as of December 31, 2000, giving effect to the
Combination. No stock options were exercised in 2000 by any named executive
officer.

OPTION VALUES AT DECEMBER 31, 2000

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS (NUMBER OF SHARES) IN-THE-MONEY OPTIONS(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

Douglas E. Swanson............................ -- -- -- --
Cindy B. Taylor............................... -- -- -- --
Howard Hughes................................. 37,634 4,584 $136,855 --
Jay Trahan.................................... 104,012 104,012 648,138 648,138
Michael R. Chaddick........................... 39,712 66,186 251,541 $419,231

---------------
(1) Prior to this offering, there was no public market for common stock and,
therefore, the values of each unexercised in-the-money stock option is
calculated as the product of (a) the number of options and (b) the
difference between the estimated initial public offering price of $12.00 per
share and the exercise price of the stock option.

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RELATED PARTY TRANSACTIONS

OFFERING BY SELLING STOCKHOLDERS

We are paying the expenses of the offering by the selling stockholders,
other than the underwriting discounts, commissions and transfer taxes with
respect to shares of stock sold by the selling stockholders and the fees and
expenses of any attorneys, accountants and other advisors separately retained by
them.

THE COMBINATION AND THE OFFERING

The Combination will close concurrently with the closing of the offering.
The boards of directors of Oil States, HWC, Sooner and PTI approved the
Combination on July 31, 2000, and the requisite number of shareholders of each
of Oil States, HWC, Sooner and PTI consented to the Combination on or before
August 9, 2000. Prior to the Combination, SCF owns a majority interest in each
of Oil States, HWC, Sooner and PTI. In the Combination, subsidiaries of Oil
States will merge into each of HWC and Sooner. Most of the current shareholders
of HWC and Sooner, including SCF, will receive shares of Oil States common
stock, and five non-accredited shareholders will receive cash. In addition, PTI
will merge into a Canadian subsidiary of Oil States. Two of the current PTI
shareholders that are located in the United States, including SCF, will receive
shares of Oil States common stock, and one non-accredited shareholder will
receive cash. Most of the current PTI shareholders that are located in Canada
will receive exchangeable shares of that Canadian subsidiary that are
exchangeable for shares of our common stock. One current Canadian shareholder of
PTI who would be entitled to receive 47,849 exchangeable shares has exercised
his right to dissent to the PTI exchangeable share transaction and, unless he
revokes his election to dissent, will receive cash. For more information on the
PTI exchangeable share transaction, see "Description of Capital Stock -- Special
Preferred Voting Stock" and "-- Exchangeable Shares." Following the closing of
the Combination and the offering, none of HWC, Sooner or PTI or any of their
shareholders will have any obligations to indemnify us for losses that we suffer
relating to the Combination. Following the closing of the Combination and the
offering:

- HWC, Sooner and PTI will be our wholly owned subsidiaries;

- the former shareholders of HWC, Sooner and PTI, other than those that
receive cash, will hold shares of our common stock or shares of one of
our Canadian subsidiaries exchangeable for shares of our common stock;
and

- SCF will hold approximately 56.5% of our outstanding common stock.

Prior to the Combination, SCF owns 7,657,326 shares of Oil States common stock,
or 84.6% of the outstanding shares, after taking into account a three-for-one
reverse stock split. In addition, prior to the Combination, SCF owns:

- 80.6% of the outstanding shares of HWC common stock;

- 57.7% of the outstanding common shares of PTI; and

- 81.7% of the outstanding shares of Sooner common stock.

In the Combination, SCF will receive, in consideration of its ownership
interests in HWC, PTI and Sooner, 18,537,479 additional shares for a total of
26,194,805 shares, or 55.8% of the total shares outstanding after the
Combination and the offering on a fully diluted basis.

L.E. Simmons, the chairman of our board of directors, is the chairman,
president and sole shareholder of L.E. Simmons & Associates, Incorporated. L.E.
Simmons & Associates, Incorporated is the general partner of SCF-II, L.P., which
is the general partner of SCF-III, L.P. Prior to the Combination, SCF-III, L.P.
owns a majority interest in each of Oil States, HWC and PTI. L.E. Simmons &
Associates, Incorporated is also the general partner of SCF-IV, G.P., Limited
Partnership, which is the general partner of SCF-IV, L.P. Prior to the
Combination, SCF-IV, L.P. owns a majority interest in Sooner.

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L.E. Simmons and his brother, Matthew Simmons, co-founded Simmons & Company
International, one of the underwriters of the offering. In early 1993, L.E.
Simmons sold substantially all of his economic interest in Simmons & Company
International and currently holds only a 3.6% ownership position. L.E. Simmons
does not currently serve Simmons & Company International as a director, officer,
consultant or otherwise. Other than indirectly through this ownership position,
L.E. Simmons will not receive any underwriting fees, advisory fees or other such
compensation as a result of the offering.

The following table sets forth the shares of our common stock to be
received in the Combination by SCF-III, L.P. and SCF-IV, L.P. for their
ownership positions in HWC, Sooner and PTI:

SHARES TO BE RECEIVED IN THE COMBINATION
------------------------------------------
HWC SOONER PTI
------------ ------------ ------------

SCF-III, L.P................ 6,397,753 -- 5,659,650
SCF-IV, L.P................. -- 6,480,076 --

Because of his ownership of L.E. Simmons & Associates, Incorporated, Mr. Simmons
may be deemed to beneficially own such shares following the completion of the
Combination. See "Principal Stockholders." As a non-employee director, Mr.
Simmons will also receive stock option awards to which all of our non-employee
directors will be entitled. See "Management -- Board Compensation."

In connection with the Combination and the offering, indebtedness owed to
related parties will be prepaid. See "-- Transactions Before the Combination"
for a discussion of this indebtedness.

TRANSACTIONS BEFORE THE COMBINATION

Transactions with our Directors and Officers

L.E. Simmons, the Chairman of our board of directors, is also the majority
owner, Chairman of the Board and President of L.E. Simmons & Associates,
Incorporated, the ultimate general partner of SCF, our majority shareholder.
Andrew L. Waite, one of our directors, is also a Managing Director and an
officer of L.E. Simmons & Associates, Incorporated. Cindy B. Taylor, our Chief
Financial Officer, was also the Chief Financial Officer of L.E. Simmons &
Associates, Incorporated from August 1999 until May 2000. As a majority
shareholder of each of Oil States, HWC, Sooner and PTI prior to the Combination,
SCF has been involved in a number of transactions with each of these companies,
as described further below.

Transactions with Significant Shareholders

Oil States. During 1997, Oil States entered into loan agreements for
unsecured promissory notes totaling $24.8 million with EnSerCo, L.L.C., a
limited liability company that is owned 50% by SCF. Oil States also paid
commitment fees totaling $400,000 to EnSerCo during 1997. These notes, which
were paid in full in March 1998, accrued interest at rates ranging from 10% to
12% per year.

Effective December 31, 1997, Oil States acquired from SCF and other
stockholders options to purchase from Oil States its common shares of CE
Franklin, Ltd., a former majority-owned subsidiary of Oil States that was sold
in 1999. Oil States issued 500,000 shares, before consideration of the proposed
three-for-one reverse stock split, of its common stock, valued at $5.0 million,
in exchange for these options. The aggregate consideration paid by SCF and the
other stockholders in November 1995 for such options was $2.0 million. Oil
States issued an additional 500,000 shares, before consideration of the proposed
three-for-one reverse stock split, of its common stock to SCF and the other
stockholders in March 2000 due to performance conditions specified in the
transaction which were not attained.

In August and December 1997, SCF acquired 2,001,550 shares, before
consideration of the proposed three-for-one reverse stock split, of Oil States
at a weighted average price of $7.94 per share through two rights offerings
extended to all Oil States shareholders. In February and March 1998, SCF
acquired 910,600 shares, before consideration of the proposed three-for-one
reverse stock split, of Oil States common stock at a weighted average price of
$10.00 per share through two rights offerings extended to all Oil States
shareholders. In 2000, Oil States issued 3,642,400 shares, before consideration
of the proposed three-for-one

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reverse stock split, of its common stock to SCF due to performance conditions
specified in the 1998 rights offerings which were not attained.

In December 1998, Oil States declared a $25.0 million dividend to the
holders of Oil States common stock in the form of a subordinated note payable to
SCF-III, L.P., acting as agent for such holders. SCF-III, L.P. is entitled to
approximately 85% of the payments made on such note. Interest accrues at the
rate of 6% per year. Principal and interest are due on December 31, 2005. At
December 31, 2000, the outstanding balance of the note, including principal and
accrued interest, was approximately $28.0 million. We intend to pay the entire
balance of the note with proceeds from the offering. See "Use of Proceeds."

L.E. Simmons & Associates, Incorporated, the ultimate general partner of
SCF, has served as financial advisor to Oil States from time to time before the
Combination. Oil States paid out-of-pocket expenses of approximately $118,000 in
1999, $11,000 in 1998 and $17,000 in 1997 to L.E. Simmons & Associates,
Incorporated. In addition, Oil States paid investment advisory fees of
approximately $200,000 in 1997 to L.E. Simmons & Associates, Inc. in connection
with Oil States' purchase of HydroTech Systems, Inc. We do not anticipate that
we will continue to use these services following the offering and the
Combination.

Between May 1996 and June 1997, Oil States issued three subordinated
promissory notes, totaling $10.9 million, to entities affiliated with Hunting
Oilfield Services (International), Ltd. in connection with the acquisition of
assets. Prior to the Combination, an affiliate of Hunting Oilfield Services is
the holder of greater than 5% of the common stock of Oil States. Of the total of
$10.9 million, $10.4 million is due on May 17, 2001, and the remaining $500,000
is due September 30, 2001. These notes accrue interest at rates of 7.75% in
1998, 8.25% in 1999, and 8.50% thereafter. Accrued interest is payable on March
31 of each year; however, interest payments on two of the notes totaling $10.5
million are only required to be made if specified cumulative EBITDA thresholds
are met. Oil States did not meet such EBITDA thresholds for 1999. As of December
31, 2000, interest of $1.8 million had been accrued but not paid. Interest on
these two notes does not accrue on any accrued interest that is not paid due to
the failure to meet any such EBITDA threshold. All unpaid accrued interest is
payable on the maturity date of the notes. We intend to pay the entire balance
of the notes with proceeds from the offering. See "Use of Proceeds."

In November 1997, Oil States issued 1,000,000 shares, before consideration
of the proposed three-for-one reverse stock split, of its common stock to the
Huntfield Trust Limited, an affiliate of Hunting Oilfield Services, in
consideration for the purchase of 400 shares of the common stock of a wholly
owned subsidiary which were issued to Huntfield in partial consideration for the
purchase of assets from Huntfield in May 1996. In January 1998, Huntfield
purchased an additional 44,900 shares, before consideration of the proposed
three-for-one reverse stock split, of Oil States common stock at $10.00 per
share pursuant to the November 1997 rights offering. In February and March 1998,
Huntfield purchased 104,867 shares, before consideration of the proposed
three-for-one reverse stock split, of Oil States common stock at a weighted
average price of $10.00 per share through two rights offerings extended to all
Oil States shareholders. In February 2000, Oil States issued 419,468 shares,
before consideration of the proposed three-for-one reverse stock split, of its
common stock to Huntfield due to performance conditions specified in the two
rights offerings which were not attained.

During 1999, Hunting Oilfield Services provided indemnification payments to
Oil States in the amount of $1.8 million for a liability incurred in 1998
relating to assets sold to Oil States in 1996.

During 1998, Oil States acquired assets from Sooner Pipe & Supply
Corporation, the predecessor of Sooner and an entity under common control with
Oil States, for $3.8 million. Oil States issued a promissory note in the amount
of $2.0 million to Sooner Pipe & Supply in connection with the acquisition. In
May 1999, Oil States sold all of its tubular assets to Sooner Pipe & Supply for
$7.4 million in cash and $2.0 million of noncash consideration related to the
cancellation of a promissory note.

HWC. In November 1997, HWC issued 20,400 shares of its common stock to SCF
for an aggregate purchase price of $20.4 million. HWC issued an additional 6,667
shares of common stock to SCF in May and June 1998 for an aggregate purchase
price of $10.0 million.

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In April 1999, HWC issued 2,000 shares of its Series A Convertible
Preferred Stock to SCF for an aggregate purchase price of $2.0 million. The
preferred stock accrues dividends at an annual rate of 6.5%. SCF can convert the
preferred stock, including accrued but unpaid dividends through June 30, 2000,
at any time into shares of HWC common stock. In connection with the Combination,
SCF will convert the preferred stock, including accrued but unpaid dividends
through June 30, 2000, into shares of HWC common stock, which will be converted
into 751,610 shares of our common stock.

In November 1999, HWC issued 2,650 shares of its Series B Convertible
Preferred Stock to SCF for an aggregate purchase price of $2.7 million. The
preferred stock accrues dividends at an annual rate of 6.5%. SCF can convert the
preferred stock, including accrued but unpaid dividends through June 30, 2000,
at any time into shares of HWC common stock. In connection with the Combination,
SCF will convert the preferred stock, including accrued but unpaid dividends
through June 30, 2000, into shares of HWC common stock, which will be converted
into 954,010 shares of our common stock.

Sooner. In July 1998, Sooner issued to SCF a junior subordinated promissory
note in the original principal amount of $15.1 million, 15,137 shares of common
stock and 15,137 warrants to purchase common stock in return for $30.2 million
from SCF. In May and June 1999, Sooner issued additional promissory notes to SCF
in the aggregate principal amount of $6.3 million, 6,250 shares of common stock
and 6,250 warrants to purchase common stock in return for $12.5 million from
SCF. The notes mature on June 30, 2008 and accrue interest annually at the rate
of 6%. As of December 31, 2000, the outstanding balance owed to SCF, including
principal and accrued interest, was $24.4 million. We intend to pay the entire
balance of the notes with proceeds from the offering. See "Use of Proceeds."

In 1998 and 1999, Sooner issued warrants to SCF to purchase shares of
Sooner common stock. The warrants are exercisable into an aggregate of 21,387
shares of Sooner common stock at an exercise price of $1,000 per share, subject
to adjustment upon the occurrence of specified events. In connection with the
Combination, the SCF warrants will be exchanged on a cashless basis for shares
of Sooner common stock, which will be converted into 2,705,363 shares of our
common stock.

Other. In 1999, we sold all of the operating assets of CE Drilling and CE
Mobile for aggregate consideration of $65.0 million. Simmons & Company
International provided financial advisory services to us in connection with
these transactions and received fees totaling $650,000.

REGISTRATION RIGHTS

Former Shareholders of Oil States, HWC, Sooner and PTI. Upon completion of
the offering, we will enter into an amended and restated registration rights
agreement with SCF, other stockholders of Oil States and the former shareholders
of HWC and Sooner that held registration rights with respect to their shares of
common stock of these companies. This agreement will give SCF the right, on five
occasions, to demand that we register all or any portion of their shares of our
common stock for sale under the Securities Act. SCF may not make a demand prior
to the expiration of the 180 day lock-up period. The shares to be included in
any demand registration by SCF must have an estimated aggregate gross offering
price of at least $50.0 million. Despite a registration demand by SCF, we may
delay filing of the registration statement to register its shares of our common
stock for a maximum of 45 days from the date we receive the registration demand
if:

- at the time we receive the registration demand, we are engaged in
confidential negotiations or other confidential business activities that
we would be required to disclose in the registration statement and that
we would not otherwise be required to disclose, and our board of
directors determines in good faith that such disclosure would not be in
our best interests or the best interests of our stockholders; or

- prior to receiving the registration demand, our board of directors has
determined to undertake a registered public offering of our securities
and we have taken substantial steps and are proceeding with reasonable
diligence to effect the offering.

In addition, SCF may not require us to file a registration statement within 180
days after the effectiveness of a registration statement related to a demand
registration made by SCF. Further, if we propose to register any of

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our common stock under the Securities Act, except for shares of common stock
issued in connection with acquisitions and benefits plans, or if SCF exercises a
demand, the other holders of registration rights under the registration rights
agreement will have the right to include their shares of common stock in the
registration, subject to limitations. The registration rights agreement also
gives the holders of the exchangeable shares of our Canadian subsidiary the
right to register their shares of our common stock issuable upon the exchange of
the exchangeable shares in the registration, subject to the same limitations.

The agreement provides customary registration procedures. We have agreed to
pay all costs and expenses, other than fees, discounts and commissions of
underwriters, brokers and dealers and capital gains, income and transfer taxes,
if any, related to the registration and sale of shares of our common stock by
any holder of registration rights under the registration rights agreement in any
registered offering. The rights of the holders of registration rights under the
registration rights agreement are assignable under limited circumstances and
terminate, other than the demand rights held by SCF, at any time when they and
their affiliates own less than 2% of our outstanding common stock and are
eligible to sell such common stock pursuant to Rule 144(k) under the Securities
Act or, in the case of the former shareholders of PTI, when a registration
statement for their benefit has been declared effective by the Securities and
Exchange Commission. The demand rights held by SCF terminate on the tenth
anniversary of the agreement.

The registration rights agreement contains customary indemnification and
contribution provisions by us for the benefit of the selling stockholders and
any underwriters. Each selling stockholder has agreed to indemnify us and any
underwriter solely with respect to information provided by the stockholder, with
such indemnification being limited to the net proceeds from the offering
received by the stockholder.

Former Shareholders of PTI. We have agreed with the former shareholders of
PTI that if any of our shares of common stock to be issued to them in exchange
for the exchangeable shares of our Canadian subsidiary require us to take any
action under any Canadian or United States law before those shares of common
stock may be issued or in order that those shares of common stock may be freely
traded after issuance, other than any restrictions on transfer by reason of a
holder being a "control person" under Canadian law or an "affiliate" under
United States law, we will, beginning after the first anniversary date of the
closing of this offering or earlier under limited circumstances, take all such
actions as are necessary and permitted by law.

CONFLICTS OF INTEREST

Generally, directors and officers have a fiduciary duty to manage their
company in a manner beneficial to the company and its stockholders. Two of our
directors, L.E. Simmons and Andrew L. Waite, are current directors or officers
of L.E. Simmons & Associates, Incorporated, the ultimate general partner of SCF.
An action beneficial to the general partner of SCF may be detrimental to our
interests, which may create conflicts of interest. Although we have not adopted
formal procedures to address actions by our board of directors when one or more
directors have a conflict of interest, we anticipate that directors who have a
conflict of interest in a matter would disclose to our other directors that
there is a conflict. Depending on the facts and circumstances, our conflicted
directors may or may not participate in discussions regarding the matter, and we
anticipate that our conflicted directors would recuse themselves from voting on
that matter. See "Risk Factors -- Risks Related to the Combination and Our
Relationship with SCF."

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PRINCIPAL STOCKHOLDERS

The following table sets forth, as of December 31, 2000, information
regarding shares beneficially owned, giving effect to the Combination and as
adjusted to reflect the sale of the common stock offered by this prospectus, by:

- each person who we know to be the beneficial owner of more than five
percent of our outstanding shares of common stock;

- each of the named executive officers;

- each of our directors; and

- all current directors and executive officers as a group.

To our knowledge, except as indicated in the footnotes to this table or as
provided by applicable community property laws, upon consummation of this
offering, the persons named in the table have sole voting and investment power
with respect to the shares of common stock indicated.

BENEFICIAL OWNERSHIP
---------------------------------------------
PERCENTAGE
--------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNERS(1) SHARES BEFORE OFFERING AFTER OFFERING
---------------------------------------- ---------- --------------- --------------

SCF-III, L.P........................................... 19,714,729 58.2% 42.5%
600 Travis, Suite 6600
Houston, Texas 77002
SCF-IV, L.P............................................ 6,480,076 19.1% 14.0%
600 Travis, Suite 6600
Houston, Texas 77002
L.E. Simmons(2)........................................ 26,194,805 77.3% 56.5%
Douglas E. Swanson..................................... -- -- --
Cindy B. Taylor........................................ -- -- --
Michael R. Chaddick(3)................................. 39,712 * *
Howard Hughes(3)....................................... 75,483 * *
Jay Trahan(3).......................................... 249,949 * *
Martin Lambert......................................... -- -- --
Mark G. Papa........................................... -- -- --
Gary L. Rosenthal(3)................................... 15,868 * *
Andrew L. Waite(4)..................................... -- -- --
Stephen A. Wells(3).................................... 18,678 * *
All directors and executive officers as a group (14
persons)(2)(3)(4).................................... 26,811,184 78.2% 57.3%

---------------

* Less than one percent.

(1) Unless otherwise indicated, the address of each beneficial owner is c/o Oil
States International, Inc., Three Allen Center, 333 Clay Street, Suite 3460,
Houston, Texas 77002.

(2) The shares indicated as being beneficially owned by Mr. Simmons are owned
directly by SCF-III, L.P. and SCF-IV, L.P. Mr. Simmons serves as Chairman of
the Board and President of L.E. Simmons & Associates, Incorporated, the
ultimate general partner of both SCF-III, L.P. and SCF-IV, L.P. As such, Mr.
Simmons may be deemed to have voting and dispositive power over the shares
owned by SCF-III, L.P. and SCF-IV, L.P.

(3) Includes shares that may be acquired within 60 days through the exercise of
options to purchase shares of our common stock as follows: Messrs.
Chaddick - 39,712; Hughes - 42,217; Trahan - 156,017; Rosenthal - 1,734;
Wells - 2,383 and other executive officers - 152,491.

(4) Mr. Waite serves as Managing Director of L.E. Simmons & Associates,
Incorporated, the ultimate general partner of both SCF-III, L.P. and SCF-IV,
L.P. As such, Mr. Waite may be deemed to have voting and dispositive power
over the shares beneficially owned by SCF-III, L.P. and SCF-IV, L.P. Mr.
Waite disclaims beneficial ownership of the shares owned by SCF-III, L.P.
and SCF-IV, L.P.

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SELLING STOCKHOLDERS

The following table sets forth, as of December 31, 2000, information
regarding shares beneficially owned by all selling stockholders, giving effect
to the issuance of shares of Oil States common stock and exchangeable shares in
the Combination and as adjusted to reflect the sale of the common stock offered
by the prospectus.

To our knowledge, except as indicated in the footnotes to this table or
pursuant to applicable community property laws, upon consummation of this
offering, the persons named in the table have sole voting and investment power
with respect to the shares of common stock indicated.

SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
THE OFFERING(1) THE OFFERING(1)
NAME AND ADDRESS OF ----------------------- NUMBER OF SHARES ---------------------
BENEFICIAL OWNERS NUMBER PERCENTAGE BEING OFFERED NUMBER PERCENTAGE
------------------- ---------- ---------- ---------------- -------- ----------

812375 Alberta Ltd.(2)............... 1,886,550 5.6% 977,467 909,083 2.0%
Bovaird L.L.C. ...................... 186,382 * 62,087 124,295 *
Mike Duellick(3)..................... 1,886 * 977 909 *
J.P. Morgan Partners (BHCA), L.P. ... 300,237 * 155,560 144,677 *
Gerald Loring(4)..................... 127,414 * 66,016 61,398 *
Tommy Parkhill....................... 383,455 1.1% 198,677 184,778 *
RJM Equities Inc.(5)................. 1,137,212 3.4% 589,216 547,996 1.2%
Larry Skeans(6)...................... 171,510 * 50,000 121,510 *

---------------

* Less than one percent.

(1)The shares indicated as beneficially owned by 812375 Alberta Ltd., Mr.
Duellick and RJM Equities Inc. represent ownership of exchangeable shares.
See "Description of Capital Stock -- Exchangeable Shares."

(2) Mr. Anthony Munk, a vice president of 812375 Alberta Ltd., is a director of
PTI prior to the Combination.

(3) Mr. Duellick was employed by PTI until July 1999.

(4) Mr. Loring is a director of HWC prior to the Combination.

(5) Mr. Robert J. MacLean, the president and majority shareholder of RJM
Equities Inc., is the chairman of the board of directors of PTI prior to
the Combination. In addition, Mr. MacLean served as president and chief
executive officer of PTI from January 1997 to February 1998 and from March
1999 to February 2000. Mr. John Hokanson, secretary and treasurer and a
shareholder of RJM Equities Inc., is a director of PTI prior to the
Combination.

(6) Mr. Skeans served as president of Hydraulic Well Control, Inc., a
subsidiary of HWC, from November 1997 to February 1999.

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DESCRIPTION OF CAPITAL STOCK

After this offering, our authorized capital stock will consist of
200,000,000 shares of common stock, par value $.01 per share, and 25,000,000
shares of preferred stock, par value $.01 per share, of which one share has been
designated as "Special Preferred Voting Stock." Upon completion of this
offering, we will have 46,380,832 shares of common stock, including up to
3,821,459 shares of our common stock issuable upon exchange of the exchangeable
shares, and one share of special preferred voting stock issued and outstanding,
assuming no exercise of options to purchase shares of our common stock
subsequent to the date of this prospectus and prior to the completion of this
offering.

COMMON STOCK

Holders of common stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Because holders of common stock do not
have cumulative voting rights, the holders of a majority of the shares of common
stock can elect all of the members of the board of directors standing for
election, subject to the rights, powers and preferences of any outstanding
series of preferred stock. Subject to the rights and preferences of any
preferred stock that we may issue in the future, the holders of common stock are
entitled to receive:

- dividends as may be declared by our board of directors; and

- all of our assets available for distribution to our common stockholders
in liquidation, pro rata, based on the number of shares held.

There are no redemption or sinking fund provisions applicable to the common
stock. All outstanding shares of common stock are fully paid and non-assessable.
As of December 31, 2000, there were 41 holders of record of our common stock.

PREFERRED STOCK

Subject to the provisions of our certificate of incorporation and legal
limitations, our board of directors has the authority, without further vote or
action by the stockholders:

- to issue up to 25,000,000 shares of preferred stock in one or more
series; and

- to fix the rights, preferences, privileges and restrictions of our
preferred stock, including provisions related to dividends, conversion,
voting, redemption, liquidation and the number of shares constituting the
series or the designation of that series, which may be superior to those
of the common stock.

Other than the share of special preferred voting stock to be issued in
connection with the Combination as described below in "-- Special Preferred
Voting Stock," there will be no shares of preferred stock outstanding upon the
closing of the offering, and we have no present plans to issue any other
preferred stock.

The issuance of shares of preferred stock by our board of directors as
described above may adversely affect the rights of the holders of our common
stock. For example, preferred stock may rank prior to the common stock as to
dividend rights, liquidation preference or both, may have full or limited voting
rights and may be convertible into shares of common stock. The issuance of
shares of preferred stock may discourage third-party bids for our common stock
or may otherwise adversely affect the market price of the common stock. In
addition, the preferred stock may enable our board of directors to make more
difficult or to discourage attempts to obtain control of our company through a
hostile tender offer, proxy contest, merger or otherwise, or to make changes in
our management.

EXCHANGEABLE SHARES

In the Combination, the outstanding common shares of PTI held by Canadian
residents will ultimately be exchanged for exchangeable shares to be issued by
PTI HoldCo, one of our wholly owned Canadian subsidiaries that, upon the closing
of the Combination, will indirectly hold all the outstanding capital stock of
PTI. The exchangeable shares may generally be exchanged at any time after the
first anniversary of the
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closing of the Combination at the option of the holders for our common stock on
a share-for-share basis subject to adjustment in the case of alterations to our
common stock, plus the amount of any declared but unpaid dividends on our common
stock. Upon the closing of the Combination, there will be 3,821,459 exchangeable
shares outstanding, which will be exchangeable for a total of 3,821,459 shares
of our common stock. If the single dissenting PTI shareholder revokes his
election to dissent, there will be an additional 47,849 exchangeable shares
issued in the Combination, resulting in a total of 3,869,308 exchangeable shares
outstanding upon the closing of the Combination, which will be exchangeable for
a total of 3,869,308 shares of our common stock. The number of exchangeable
shares outstanding after the closing of the Combination will be reduced on a
share-for-share basis by the number of shares sold in the offering by the
Canadian shareholders of PTI. The following is a summary of the principal terms
and rights of the exchangeable shares which affect us and the holders of our
common stock.

Holders of exchangeable shares are entitled to:

- receive dividends equal to the dividends paid by us on shares of our
common stock;

- provide directions to the holder of our special preferred voting stock as
to the manner in which the special preferred voting stock should be voted
on any matter on which holders of our common stock are entitled to vote.
See "-- Special Preferred Voting Stock" below.

Subject to applicable law, exchangeable shares will be exchanged for shares of
our common stock on a share-for-share basis, plus an amount equal to all
declared and unpaid dividends on such exchangeable shares, whenever:

- the holders of exchangeable shares request us or PTI HoldCo to exchange
or redeem their exchangeable shares;

- PTI HoldCo is liquidated, dissolved or wound-up;

- PTI HoldCo becomes insolvent or bankrupt, has a receiver appointed or a
similar event occurs;

- we become involved in voluntary or involuntary liquidation, dissolution
or winding-up proceedings;

- PTI HoldCo elects to redeem all of the exchangeable shares, provided the
request is made after the fifth anniversary of the closing of the
offering;

- PTI HoldCo elects to redeem all of the exchangeable shares, provided the
request is made after either the third anniversary of the closing of the
offering and the number of outstanding exchangeable shares is less than
10% of the number outstanding upon the closing of the Combination or the
fourth anniversary of the closing of the offering and the number of
outstanding exchangeable shares is less than 20% of the number
outstanding upon the closing of the Combination;

- a change of control transaction occurs and the board of directors of PTI
HoldCo determines in good faith and in its sole discretion, that it is
not reasonable to substantially replicate the terms and conditions of the
exchangeable shares in connection with the change of control transaction
and that redemption of all of the outstanding exchangeable shares is
commercially or legally necessary to enable the completion of the change
of control transaction;

- the holders of exchangeable shares fail to pass a resolution regarding
any matter on which they are entitled to vote as shareholders of PTI
HoldCo and which has been proposed by the board of directors of PTI
HoldCo, other than any resolution to amend the exchangeable share
provisions, the support agreement or the voting and exchange trust
agreement; or

- the holders of the exchangeable shares fail to take any action required
to approve or disapprove any change to their rights if the approval or
disapproval of such change would be required to maintain the economic or
legal equivalence of the exchangeable shares and our common stock.

Whenever a holder of exchangeable shares has the right to require PTI HoldCo to
redeem the holder's exchangeable shares or whenever PTI HoldCo has the right or
is required to redeem the outstanding

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exchangeable shares, the exchangeable shares to be redeemed will be subject to
the overriding right of our company or OSI ULC, one of our wholly owned Canadian
subsidiaries, to purchase such exchangeable shares. The consideration to be paid
by us or OSI ULC, as the case may be, will be identical to the consideration to
be paid by PTI HoldCo upon any such redemption. We expect to exercise the
overriding right to purchase the exchangeable shares whenever it arises.

Unless we take action to ensure that the holders of exchangeable shares
receive an equivalent economic benefit, and subject to applicable law, we may
not:

- issue or distribute assets, debt instruments or shares of, or securities
convertible into, our common stock to the holders of the then outstanding
shares of our common stock;

- effect a forward or reverse stock split or similar transaction;

- effect a merger, reorganization, consolidation or other transaction
involving or affecting our common stock; or

- reclassify or otherwise change our common stock.

In the event of any proposed tender offer, share exchange offer, issuer bid,
take-over bid or similar transaction affecting our common stock, we must use
reasonable efforts to take all actions necessary or desirable to enable holders
of exchangeable shares to participate in the transaction to the same extent and
on an economically equivalent basis as the holders of our common stock. We have
also agreed to take various actions to protect the rights of the holders of the
exchangeable shares to receive the same dividends as are paid on our common
stock and to exchange shares of our common stock for exchangeable shares.

SPECIAL PREFERRED VOTING STOCK

In connection with the acquisition of PTI, our board of directors
authorized a class of preferred stock, referred to as "special preferred voting
stock," consisting of one share. The special preferred voting stock will be
issued to Montreal Trust Company of Canada, which will hold the share as trustee
for the benefit of the holders of the exchangeable shares described above.
Except as otherwise required by law or our certificate of incorporation:

- the special preferred voting stock will be entitled to the number of
votes attached to the number of shares of our common stock issuable upon
the exchange of all the outstanding exchangeable shares;

- each holder of exchangeable shares will be able to direct the trustee to
vote that number of votes that are attached to the number of shares of
OSI common stock issuable upon the exchange of the exchangeable shares
held by that holder;

- the special preferred voting stock may be voted in the election of
directors and on all other matters submitted to a vote of our common
stockholders; and

- the holder of the special preferred voting stock will not be entitled to
receive dividends.

In the event of any liquidation, dissolution or winding up of our company,
the holder of the special preferred voting stock will not be entitled to any of
our assets available for distribution to stockholders. We may redeem the special
preferred voting stock for a nominal amount when:

- the special preferred voting stock has no votes attached to it because
there are no exchangeable shares outstanding that are not owned by us or
our subsidiaries; and

- there are no shares of stock, debt, options or other agreements that
could give rise to the issuance of any additional exchangeable shares to
any person other than us or any of our subsidiaries.

ANTI-TAKEOVER PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS

Our certificate of incorporation and bylaws contain several provisions that
could delay or make more difficult the acquisition of us through a hostile
tender offer, open market purchases, proxy contest, merger or

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other takeover attempt that a stockholder might consider in his or her best
interest, including those attempts that might result in a premium over the
market price of our common stock.

Written Consent of Stockholders

Our certificate of incorporation provides that, on and after the date when
SCF ceases to own a majority of the shares of our outstanding securities
entitled to vote in the election of directors, any action by our stockholders
must be taken at an annual or special meeting of stockholders, and stockholders
cannot act by written consent. Until that date, any action required or permitted
to be taken by our stockholders may be taken at a duly called meeting of
stockholders or by the written consent of stockholders owning the minimum number
of shares required to approve the action.

Special Meetings of Stockholders

Subject to the rights of the holders of any series of preferred stock, our
bylaws provide that special meetings of the stockholders may only be called by
the chairman of the board of directors or by the resolution of a majority of our
board of directors.

Advance Notice Procedure for Director Nominations and Stockholder Proposals

Our bylaws provide that adequate notice must be given to nominate
candidates for election as directors or to make proposals for consideration at
annual meetings of stockholders. Notice of a stockholder's intent to nominate a
director must be delivered to or mailed and received at our principal executive
offices as follows:

- for an election to be held at the annual meeting of stockholders, not
later than 120 calendar days prior to the anniversary date of the
immediately preceding annual meeting of stockholders unless the date of
the annual meeting is more than 30 or less than 60 calendar days after
such anniversary date, in which case such notice must be received not
later than the later of (1) 120 calendar days prior to the annual meeting
or (2) 10 calendar days following the public announcement of the annual
meeting; and

- for an election to be held at a special meeting of stockholders, not
later than the later of (1) 120 calendar days prior to the special
meeting or (2) 10 calendar days following the public announcement of the
special meeting.

Notice of a stockholder's intent to raise business at an annual meeting
must be received at our principal executive offices not later than 120 calendar
days prior to the anniversary date of the preceding annual meeting of
stockholders.

These procedures may operate to limit the ability of stockholders to bring
business before a stockholders meeting, including the nomination of directors
and the consideration of any transaction that could result in a change in
control and that may result in a premium to our stockholders.

Classified Board of Directors

Our certificate of incorporation divides our directors into three classes
serving staggered three-year terms. As a result, stockholders will elect
approximately one-third of the board of directors each year. This provision,
when coupled with the provision of our restated certificate of incorporation
authorizing only the board of directors to fill vacant or newly created
directorships or increase the size of the board of directors and the provision
providing that directors may only be removed for cause, may deter a stockholder
from gaining control of our board of directors by removing incumbent directors
or increasing the number of directorships and simultaneously filling the
vacancies or newly created directorships with its own nominees.

RENOUNCEMENT OF BUSINESS OPPORTUNITIES

Our certificate of incorporation provides that, as long as SCF and its
affiliates other than our company continue to own at least 20% of our common
stock, we renounce any interest or expectancy in any business opportunity or
other matter in which any member of the SCF group participates or desires or
seeks to

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participate and that involves any aspect of the energy equipment or services
business or industry except as described below. No member of the SCF group,
including any officer, director, employee or other agent of SCF or any affiliate
of SCF who serves as a director of our company (an "SCF director nominee"), has
any obligation to communicate or offer any renounced opportunity to us and may
pursue the opportunity as that entity or individual sees fit, unless:

- the opportunity was identified solely through the disclosure of
information by or on behalf of our company.

The "SCF group" includes SCF, any affiliate of SCF (other than our company), any
SCF director nominee and portfolio companies in which SCF has an investment
(other than our company).

Thus, for example, SCF and its affiliates, including SCF director nominees,
may pursue opportunities in the oilfield services industry for their own account
or present such opportunities to SCF's other portfolio companies. Our
certificate of incorporation provides that SCF and its affiliates have no
obligation to offer such opportunities to us, even if the failure to provide
such opportunity would have a competitive impact on us.

These provisions of our certificate of incorporation may be amended only by
an affirmative vote of holders of at least 80% of our outstanding common stock.

AMENDMENT OF THE BYLAWS

Our board of directors may amend or repeal the bylaws and adopt new bylaws.
The holders of common stock may amend or repeal the bylaws and adopt new bylaws
by a majority vote.

LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS

Our directors will not be personally liable to our company or our
stockholders for monetary damages for breach of fiduciary duty as a director,
except, if required by Delaware law, for liability:

- for any breach of the duty of loyalty to our company or our stockholders;

- for acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law;

- for unlawful payment of a dividend or unlawful stock purchases or
redemptions; and

- for any transaction from which the director derived an improper personal
benefit.

As a result, neither we nor our stockholders have the right, through
stockholders' derivative suits on our behalf, to recover monetary damages
against a director for breach of fiduciary duty as a director, including
breaches resulting from grossly negligent behavior, except in the situations
described above.

DELAWARE TAKEOVER STATUTE

Under the terms of our certificate of incorporation and as permitted under
Delaware law, we have elected not to be subject to Delaware's anti-takeover law
in order to give our significant stockholders, including SCF, greater
flexibility in transferring their shares of our common stock. This law provides
that specified persons who, together with affiliates and associates, own, or
within three years did own, 15% or more of the outstanding voting stock of a
corporation could not engage in specified business combinations with the
corporation for a period of three years after the date on which the person
became an interested stockholder. The law defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
interested stockholder, including mergers, asset sales and other transactions in
which the interested stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders. With the approval of our
stockholders, we may amend our certificate of incorporation in the future to
become governed by the anti-takeover law. This provision would then have an
anti-takeover effect for transactions not

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approved in advance by our board of directors, including discouraging takeover
attempts that might result in a premium over the market price for the shares of
our common stock. By opting out of the Delaware anti-takeover law, a transferee
of SCF could pursue a takeover transaction that was not approved by our board of
directors.

LISTING

Our common stock has been approved for listing on the New York Stock
Exchange, subject to notice of issuance, under the symbol "OIS."

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Mellon Investor
Services LLC, and its telephone number is (800) 635-9270.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock.
Future sales of substantial amounts of our common stock, including shares issued
upon exercise of outstanding options, in the public market could adversely
affect prevailing market prices. Sales of substantial amounts of our common
stock in the public market after any restrictions on sale lapse could adversely
affect the prevailing market price of our common stock and impair our ability to
raise equity capital in the future.

Upon completion of the offering, 46,380,832 shares of our common stock will
be outstanding, including up to 3,821,459 shares of common stock issuable upon
exchange of the exchangeable shares. The shares sold in the offering, plus any
shares issued upon exercise of the underwriters' over-allotment options, will be
freely tradable without restriction under the Securities Act, unless purchased
by our "affiliates" as that term is defined in Rule 144 under the Securities Act
or by a person who is subject to a lock-up agreement as described below.

All of the shares outstanding upon completion of the offering, other than
the shares sold in the offering, will be "restricted securities" within the
meaning of Rule 144. Restricted securities may be sold in the public market only
if the sale is registered or if it qualifies for an exemption from registration,
such as under Rule 144 under the Securities Act, which is summarized below.
Sales of restricted securities in the public market, or the availability of such
shares for sale, could adversely affect the market price of our common stock.

Under Rule 144, beginning 90 days after the date of this prospectus, a
person, or persons whose shares are aggregated, who has beneficially owned
"restricted securities" for at least one year would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of:

- 1% of the number of shares of common stock then outstanding, which for
these purposes does not include the exchangeable shares and therefore
will equal approximately 426,000 shares immediately after the offering;
and

- the average weekly trading volume of the common stock on the New York
Stock Exchange during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to such sale with the SEC.

Sales under Rule 144 are also subject to other requirements regarding the manner
of sale, notice and availability of current public information about us. An
aggregate of approximately 8.0 million shares outstanding at the consummation of
the offering will be eligible for sale under the restrictions discussed above.
Of these shares, approximately 7.9 million are subject to the lock-up provisions
described below.

Under Rule 144(k), a person who is not deemed to have been one of our
"affiliates" at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an affiliate, is
entitled to sell such shares

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without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144. An aggregate of approximately 1.1 million
shares outstanding at the consummation of the offering may be sold immediately
under Rule 144(k) without so complying. Of these shares, approximately 1.0
million shares are subject to the lock-up provisions described below.

Because SCF is among our affiliates, subject to exercise of its
registration rights described under "Related Party Transactions -- Registration
Rights," the Rule 144 restrictions and requirements would be applicable to SCF's
shares for as long as it retains affiliate status.

Any employee, officer or director of, or consultant to, Oil States who
purchased his or her shares under a written compensatory plan or contract may be
entitled to sell their shares in reliance on Rule 701 under the Securities Act.
Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without
complying with the holding period requirements of Rule 144. Rule 701 further
provides that non-affiliates may sell these shares in reliance on Rule 144
without having to comply with the holding period, public information, volume
limitation or notice provisions of Rule 144. An aggregate of approximately
150,000 shares outstanding at the consummation of the offering may be sold under
Rule 701 90 days after the completion of the offering. However, some of the
shares that we have issued under Rule 701 are subject to lock-up agreements, and
these shares will only become eligible for sale when the 180-day lock-up
agreements expire.

Our company, our executive officers and directors, SCF and other
stockholders have agreed that, without the prior written consent of Merrill
Lynch & Co. on behalf of the underwriters, they will not, during the period
ended 180 days after the date of this prospectus, sell shares of common stock or
take other related actions, subject to limited exceptions, all as described
under "Underwriting." These lock-up agreements cover an aggregate of
approximately 33.6 million shares.

Upon completion of the offering, we expect that options to purchase
approximately 2,011,920 shares of common stock and approximately 100,000 shares
of restricted stock will have been granted under our 2001 Equity Participation
Plan. We intend to file a registration statement on Form S-8 under the
Securities Act as soon as practicable to register shares of common stock
reserved for issuance under that plan. This registration will permit the resale
of these shares by nonaffiliates in the public market without restriction under
the Securities Act, upon completion of the lock-up period described above.
Shares registered under the Form S-8 registration statement held by affiliates
will be subject to Rule 144 volume limitations.

In addition, holders of approximately 27.9 million shares of our common
stock have registration rights with respect to their shares. We have also agreed
to file a registration statement, one year after the closing of the Combination,
for the benefit of the shareholders of PTI who will receive a total of up to
3,821,459 exchangeable shares in the Combination. Registration of the shares of
our common stock issuable on exchange of these exchangeable shares would enable
these shares to be freely tradable without registration under the Securities
Act, unless held by an affiliate. See "Related Party
Transactions -- Registration Rights."

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS OF COMMON STOCK

The following is a general discussion of the material U.S. federal income
and estate tax considerations with respect to the ownership and disposition of
common stock applicable to Non-U.S. Holders. In general, a "Non-U.S. Holder" is
any beneficial owner of common stock other than

- a citizen or resident of the United States,

- a corporation, partnership or other entity created or organized in the
United States or under the laws of the United States or of any state
thereof,

- an estate, the income of which is includible in gross income for U.S.
federal income tax purposes regardless of its source, or

- a trust whose administration is subject to the primary supervision of a
United States court and which has one or more United States persons who
have the authority to control all substantial decisions of the trust.

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This discussion is based on current provisions of the Internal Revenue
Code, Treasury Regulations promulgated under the Internal Revenue Code, judicial
opinions, published positions of the Internal Revenue Service, and all other
applicable authorities, all of which are subject to change, possibly with
retroactive effect. This discussion does not address all aspects of income and
estate taxation or any aspects of state, local, or non-U.S. taxes, nor does it
consider any specific facts or circumstances that may apply to a particular
Non-U.S. Holder that may be subject to special treatment under the U.S. federal
tax laws, such as insurance companies, tax-exempt organizations, financial
institutions, brokers, dealers in securities, and U.S. expatriates.

Prospective investors are urged to consult their tax advisors regarding the
U.S. federal, state, local and non-U.S. income and other tax considerations of
acquiring, holding and disposing of shares of common stock.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder will be subject to U.S.
withholding tax at a rate of 30% of the gross amount, or a lower rate prescribed
by an applicable income tax treaty, unless the dividends are effectively
connected with a trade or business carried on by the Non-U.S. Holder within the
United States. Dividends that are effectively connected with such a U.S. trade
or business generally will not be subject to U.S. withholding tax if the
Non-U.S. Holder files the required forms, including Internal Revenue Service
Form W-8ECI or any successor form, with the payor of the dividend, and generally
will be subject to U.S. federal income tax on a net income basis, in the same
manner as if the Non-U.S. Holder were a resident of the United States. An
applicable treaty may also require the dividends attributable to a permanent
establishment in the United States to be subject to United States tax on a net
income basis. A Non-U.S. Holder that is a corporation may be subject to an
additional branch profits tax at a rate of 30%, or such lower rate as may be
specified by an applicable income tax treaty, on the repatriation from the
United States of its "effectively connected earnings and profits," subject to
adjustments. Under Treasury Regulations (the "Regulations") generally effective
for payments made after December 31, 2000, a Non-U.S. Holder is required to
satisfy certification requirements in order to claim a reduced rate of
withholding under an applicable income tax treaty. In addition, under the
Regulations, in the case of common stock held by a foreign partnership, the
certification requirement generally is applied to the partners of the
partnership, unless the partnership agrees to become a "withholding foreign
partnership", and the partnership agrees to provide specified information. The
Regulations also provide "look-through" rules for tiered partnerships.

A Non-U.S. Holder of common stock that is eligible for a reduced rate of
U.S. federal income tax withholding under a tax treaty may obtain a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service.

GAIN ON SALE OR OTHER DISPOSITION OF COMMON STOCK

In general, a Non-U.S. Holder will not be subject to U.S. federal income
tax on any gain realized upon the sale or other taxable disposition of the
holder's shares of common stock so long as:

- the gain is not effectively connected with a trade or business carried on
by the Non-U.S. Holder within the United States;

- if the Non-U.S. Holder is an individual, the Non-U.S. Holder holds shares
of common stock as a capital asset, and either is not present in the
United States for 183 days or more in the taxable year of disposition or
does not have a "tax home" in the United States for U.S. federal income
tax purposes and meets other requirements;

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- the Non-U.S. Holder is not subject to tax under the provisions of the
Internal Revenue Code regarding the taxation of U.S. expatriates; and

- we are not a United States real property holding corporation.

We believe that we are not currently a United States real property holding
corporation, and we do not expect to become one in the future based on our
anticipated business operations.

ESTATE TAX

Common stock owned or treated as owned by an individual who is not a
citizen or resident, as defined for U.S. federal estate tax purposes, of the
United States at the time of death will be includible in the individual's gross
estate for U.S. federal estate tax purposes and therefore may be subject to U.S.
federal estate tax, unless an applicable estate tax treaty provides otherwise.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

We must report annually to the Internal Revenue Service and to each
non-U.S. Holder the amount of dividends paid to, and the tax withheld with
respect to, each Non-U.S. Holder. These reporting requirements apply regardless
of whether withholding was reduced or eliminated by an applicable tax treaty.
Copies of this information also may be made available under the provisions of a
specific treaty or agreement with the tax authorities in the country in which
the Non-U.S. Holder resides or is established.

U.S. backup withholding tax is imposed at the rate of 31% on applicable
payments to persons that fail to furnish the information required under the U.S.
information reporting requirements.

Under the Regulations, the payment of dividends or the payment of proceeds
from the disposition of common stock to a Non-U.S. Holder may be subject to
information reporting and backup withholding unless the recipient satisfies the
certification requirements of the Regulations by proving its non-U.S. status or
otherwise establishes an exemption. The payment of proceeds from the disposition
of common stock to or through a non-U.S. office of a broker generally will not
be subject to backup withholding and information reporting; however, such a
payment of proceeds will be subject to information reporting, but not backup
withholding, if the broker is:

- a U.S. person;

- a "controlled foreign corporation" for U.S. federal income tax purposes;

- a foreign person 50% or more of whose gross income from a specified
period is effectively connected with a U.S. trade or business; or

- a foreign partnership and at any time during its tax year:

- one or more of its partners are United States persons, as defined for
U.S. federal income tax purposes, who in the aggregate hold more than
50% of the income or capital interests in the partnership; or

- the foreign partnership is engaged in a U.S. trade or business.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder can be refunded or
credited against the Non-U.S. Holder's U.S. federal income tax liability, if
any, provided that the required information is furnished to the Internal Revenue
Service in a timely manner.

Each prospective Non-U.S. Holder of common stock should consult that
holder's own tax adviser with respect to the federal, state, local and foreign
tax consequences of the acquisition, ownership and disposition of common stock.

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UNDERWRITING

We intend to offer the shares in the U.S. and Canada through the U.S.
underwriters and elsewhere through the international managers. Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston Corporation and
Simmons & Company International are acting as U.S. representatives of the U.S.
underwriters named below. Subject to the terms and conditions described in a
U.S. purchase agreement among us, the selling stockholders and the U.S.
underwriters, and concurrently with the sale of 2,920,000 shares to the
international managers, we and the selling stockholders have agreed to sell to
the U.S. underwriters, and each of the U.S. underwriters has agreed to purchase
from us and the selling stockholders, the number of shares listed opposite its
name below.

NUMBER
U.S. UNDERWRITER OF SHARES
---------------- ---------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Credit Suisse First Boston Corporation......................
Simmons & Company International.............................

-----------
Total.......................................... 11,680,000
===========

We and the selling stockholders have also entered into an international
purchase agreement with the international managers for sale of the shares
outside the U.S. and Canada for whom Merrill Lynch International, Credit Suisse
First Boston (Europe) Limited and Simmons & Company International are acting as
lead managers. Subject to the terms and conditions in the international purchase
agreement, and concurrently with the sale of 11,680,000 shares to the U.S.
underwriters under the U.S. purchase agreement, we and the selling stockholders
have agreed to sell to the international managers, and the international
managers severally have agreed to purchase from us and the selling stockholders,
an aggregate of 2,920,000 shares in the offering. The initial public offering
price per share and the total underwriting discount per share are identical
under the U.S. purchase agreement and the international purchase agreement.

The U.S. underwriters and the international managers have agreed to
purchase all of the shares sold under the U.S. and international purchase
agreements if any of these shares are purchased. If an underwriter defaults, the
U.S. and international purchase agreements provide that the purchase commitments
of the nondefaulting underwriters may be increased or the purchase agreements
may be terminated. The closings for the sale of shares to be purchased by the
U.S. underwriters and the international managers are conditioned on one another.

We, some of our subsidiaries and the selling stockholders have agreed to
indemnify the U.S. underwriters and the international managers against
liabilities under the Securities Act or to contribute to payments the U.S.
underwriters and international managers may be required to make in respect of
those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by
their counsel, including the validity of the shares, and other conditions
contained in the purchase agreements, such as the receipt by the underwriters of
officer's certificates and legal opinions. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject orders in whole or
in part.

Merrill Lynch will be facilitating Internet distribution for this offering
to some of its Internet subscription customers. Merrill Lynch intends to
allocate a limited number of shares for sale to its online brokerage customers.
An electronic prospectus is available on the Internet Web sites maintained by
Merrill Lynch and Credit Suisse First Boston Corporation. Other than the
prospectus in electronic format, the information on the Web sites of Merrill
Lynch and Credit Suisse First Boston Corporation is not part of this prospectus.

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COMMISSIONS AND DISCOUNTS

The U.S. representatives have advised us and the selling stockholders that
the U.S. underwriters propose initially to offer the shares to the public at the
initial public offering price on the cover page of this prospectus and to
dealers at that price less a concession not in excess of $ per share. The
U.S. underwriters may allow, and the dealers may reallow, a discount not in
excess of $ per share to other dealers. After the initial public offering,
the public offering price, concession and discount may be changed.

The following table shows the public offering price, underwriting discount
and proceeds before expenses to Oil States and the selling stockholders. The
information assumes either no exercise or full exercise by the U.S. underwriters
and the international managers of their over-allotment options.

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------

Public offering price............................ $ $ $
Underwriting discount............................ $ $ $
Proceeds, before expenses, to Oil States......... $ $ $
Proceeds, before expenses, to the selling
stockholders................................... $ $ $

The expenses of the offering, not including the underwriting discount, are
estimated at $3,700,000 and are payable by Oil States.

OVER-ALLOTMENT OPTION

We have granted an option to the U.S. underwriters to purchase up to
1,752,000 additional shares at the public offering price less the underwriting
discount. The U.S. underwriters may exercise this option for 30 days from the
date of this prospectus solely to cover any over-allotments. If the U.S.
underwriters exercise this option, each will be obligated, subject to conditions
contained in the purchase agreements, to purchase a number of additional shares
proportionate to that U.S. underwriter's initial amount reflected in the above
table.

We have also granted an option to the international managers, exercisable
for 30 days from the date of this prospectus, to purchase up to 438,000
additional shares to cover any over-allotments on terms similar to those granted
to the U.S. underwriters.

INTERSYNDICATE AGREEMENT

The U.S. underwriters and the international managers have entered into an
intersyndicate agreement that provides for the coordination of their activities.
Under the intersyndicate agreement, the U.S. underwriters and the international
managers may sell shares to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the intersyndicate agreement, the U.S. underwriters and any dealer to whom
they sell shares will not offer to sell or sell shares to persons who are
non-U.S. or non-Canadian persons or to persons they believe intend to resell to
persons who are non-U.S. or non-Canadian persons, except in the case of
transactions under the intersyndicate agreement. Similarly, the international
managers and any dealer to whom they sell shares will not offer to sell or sell
shares to U.S. persons or Canadian persons or to persons they believe intend to
resell to U.S. or Canadian persons, except in the case of transactions under the
intersyndicate agreement.

NO SALES OF SIMILAR SECURITIES

We, the selling stockholders, our executive officers and directors, current
stockholders of Oil States and other stockholders receiving shares in the
Combination have agreed, with exceptions, not to sell or transfer any common
stock for 180 days after the date of this prospectus without first obtaining the
written consent of Merrill Lynch. Specifically, we and these other individuals
have agreed not to directly or indirectly:

- offer, pledge, sell or contract to sell any common stock,

- sell any option or contract to purchase any common stock,

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- purchase any option or contract to sell any common stock,

- grant any option, right or warrant for the sale of any common stock,
other than under our 2001 Equity Participation Plan,

- lend or otherwise dispose of or transfer any common stock,

- request or demand that we file a registration statement related to the
common stock, or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequence of ownership of any common stock whether
any such swap or transaction is to be settled by delivery of shares or
other securities, in cash or otherwise.

This lockup provision applies to common stock and to securities convertible
into or exchangeable or exercisable for or repayable with common stock. It also
applies to common stock owned now or acquired later by the person executing the
agreement or for which the person executing the agreement later acquires the
power of disposition.

NEW YORK STOCK EXCHANGE LISTING

The shares have been approved for listing on the New York Stock Exchange,
subject to notice of issuance, under the symbol "OIS." In order to meet the
requirements for listing on that exchange, the U.S. underwriters and the
international managers have undertaken to sell a minimum number of shares to a
minimum number of beneficial owners as required by that exchange.

Before this offering, there has been no public market for our common stock.
The initial public offering price will be determined through negotiations among
us and the U.S. representatives and lead managers. In addition to prevailing
market conditions, the factors to be considered in determining the initial
public offering price are:

- the valuation multiples of publicly traded companies that the U.S.
representatives and the lead managers believe to be comparable to us,

- our financial information,

- the history of, and the prospects for, our company and the industry in
which we compete,

- an assessment of our management, our past and present operations, and the
prospects for, and timing of, our future revenues,

- the present state of our development, and

- the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also
possible that after the offering the shares will not trade in the public market
at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the
aggregate to accounts over which they exercise discretionary authority.

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

Until the distribution of the shares is completed, SEC rules may limit
underwriters and selling group members from bidding for and purchasing our
common stock. However, the U.S. underwriters may engage in transactions that
stabilize the price of our common stock, such as bids or purchases to peg, fix
or maintain that price.

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option to purchase additional shares from the issuer in the offering. The U.S.
underwriters may close out any covered short position by either exercising their
option to purchase additional shares or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, the
U.S. underwriters will consider, among other things, the price of shares
available for purchase in the open market as compared to the price at which they
may purchase shares through the over-allotment option. "Naked" short sales are
any sales in excess of such option. The U.S. underwriters must close out any
naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the U.S. underwriters are concerned
that there may be downward pressure on the price of our common stock in the open
market after pricing that could adversely affect investors who purchase in the
offering. Stabilizing transactions consist of various bids for or purchases of
common stock made by the U.S. underwriters in the open market prior to the
completion of the offering.

The U.S. underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the other underwriters a portion of the
underwriting discount received by it because the U.S. underwriters have
repurchased shares sold by or for the account of that underwriter in stabilizing
or short covering transactions.

Similar to other purchase transactions, the U.S. underwriters' purchases to
cover the syndicate short sales may have the effect of raising or maintaining
the market price of our common stock or preventing or retarding a decline in the
market price of our common stock. As a result, the price of our common stock may
be higher than the price that might otherwise exist in the open market.

Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither
we nor any of the underwriters makes any representation that the U.S.
underwriters will engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.

OTHER RELATIONSHIPS

Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions. Credit Suisse First Boston, New York branch,
an affiliate of Credit Suisse First Boston Corporation, will act as
administrative agent, collateral agent, book manager and lead arranger for our
new revolving credit facility. Credit Suisse First Boston Canada, an affiliate
of Credit Suisse First Boston Corporation, will act as Canadian administrative
agent, collateral agent, book manager and lead arranger for this facility.

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LEGAL MATTERS

The validity of the issuance of the shares of common stock offered by this
prospectus will be passed on for us by Vinson & Elkins L.L.P., Houston, Texas.
Certain legal matters relating to the common stock offered by this prospectus
will be passed on for the underwriters by Baker Botts L.L.P., Houston, Texas.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of Sooner Inc. as of June 30, 2000 and 1999 and for each of
the two years ended June 30, 2000 and Sooner Pipe & Supply Corporation as of
July 2, 1998 and for the period from August 1, 1997 to July 2, 1998, as set
forth in their reports. We have included the financial statements of Sooner Inc.
and Sooner Pipe & Supply Corporation in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's reports, given on
their authority as experts in accounting and auditing.

The financial statements of Oil States Industries, Inc. as of December 31,
1998 and 1999 and for the three years in the period ended December 31, 1999
included in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as stated in their report appearing herein, and
have been so included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

The consolidated financial statements of HWC Energy Services, Inc., and
subsidiaries as of December 31, 1999 and 1998 and for the two years then ended
and the period from November 14, 1997 (inception) through December 31, 1997
included in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report dated July 14, 2000
and appearing on page F-80 with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.

The financial statements of PTI Group Inc. as of December 31, 1998 and 1999
and for the two years in the period ended December 31, 1999 and the 358 days in
the period ended December 31, 1997 included in this prospectus have been audited
by PricewaterhouseCoopers LLP, independent chartered accountants in Canada, as
stated in their report appearing herein, and have been so included in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act for the common stock being sold
in this offering. This prospectus constitutes a part of that registration
statement. This prospectus does not contain all of the information included in
the registration statement and the exhibits and schedules to the registration
statement because we have omitted some parts in accordance with the rules and
regulations of the SEC. For further information about us and the common stock
being sold in this offering, you should refer to the registration statement and
the exhibits and schedules filed as a part of the registration statement. The
registration statement, including related exhibits and schedules, may be
inspected without charge at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of all or any part of the registration
statement may be obtained after payment of fees prescribed by the SEC.

You may obtain information regarding the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants, including us, that file electronically with the SEC. The
address of the site is www.sec.gov.

We intend to furnish holders of our common stock with annual reports
containing audited financial statements certified by an independent public
accounting firm and quarterly reports containing unaudited condensed financial
information for the first three quarters of each fiscal year. We intend to
furnish other reports as we may determine or as may be required by law.
82
88

INDEX TO FINANCIAL STATEMENTS

PRO FORMA

Oil States International, Inc.
Unaudited Pro Forma Combined Balance Sheet at September
30, 2000............................................... F-4
Unaudited Pro Forma Combined Statement of Operations for
the Nine Months Ended September 30, 2000............... F-6
Unaudited Pro Forma Combined Statement of Operations for
the Year Ended December 31, 1999....................... F-7
Unaudited Pro Forma Combined Statement of Operations for
the Year Ended December 31, 1998....................... F-8
Unaudited Pro Forma Combined Statement of Operations for
the Year Ended December 31, 1997....................... F-9
Notes to Unaudited Pro Forma Combined Financial
Statements............................................. F-10

HISTORICAL
Oil States International, Inc. and subsidiaries (formerly
named CONEMSCO, Inc.)
Consolidated Balance Sheets at September 30, 2000
(unaudited) and December 31, 1999...................... F-14
Consolidated Statements of Operations for the Nine Month
Periods Ended September 30, 2000 and 1999
(unaudited)............................................ F-15
Consolidated Statements of Comprehensive Loss for the Nine
Month Periods Ended September 30, 2000 and 1999
(unaudited)............................................ F-16
Consolidated Statements of Cash Flows for the Nine Month
Periods Ended September 30, 2000 and 1999
(unaudited)............................................ F-17
Notes to Unaudited Consolidated Financial Statements...... F-18
Report of Independent Public Accountants.................. F-23
Auditors' Report.......................................... F-24
Consolidated Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997....................... F-25
Consolidated Balance Sheets at December 31, 1999 and
1998................................................... F-26
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the Years Ended
December 31, 1999, 1998 and 1997....................... F-27
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997....................... F-28
Notes to Consolidated Financial Statements................ F-29
PTI Group Inc.
Auditors' Report.......................................... F-53
Consolidated Statements of Earnings for the Years Ended
December 31, 1999 and 1998, the 358 day period ended
December 31, 1997 and the Nine Month Periods Ended
September 30, 2000 and 1999 (unaudited)................ F-54
Consolidated Balance Sheets at December 31, 1999 and 1998
and September 30, 2000 (unaudited)..................... F-55
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 1999 and 1998, the 358 day
period ended December 31, 1997 and the Nine Month
Period Ended September 30, 2000 (unaudited)............ F-56
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999 and 1998, the 358 day period ended
December 31, 1997 and the Nine Month Periods Ended
September 30, 2000 and 1999 (unaudited)................ F-57
Notes to Consolidated Financial Statements................ F-58

F-1
89

HWC Energy Services, Inc. and Subsidiaries
Consolidated Balance Sheet at September 30, 2000
(unaudited)............................................ F-74
Consolidated Statements of Operations for the Nine Month
Periods Ended September 30, 2000 and 1999
(unaudited)............................................ F-75
Consolidated Statements of Cash Flows for the Nine Month
Periods Ended September 30, 2000 and 1999
(unaudited)............................................ F-76
Notes to Unaudited Consolidated Financial Statements...... F-77
Report of Independent Public Accountants.................. F-80
Consolidated Balance Sheets at December 31, 1999 and
1998................................................... F-81
Consolidated Statements of Operations for the Period from
November 14, 1997 (Inception) through December 31, 1997
and each of the Years Ended December 31, 1998 and
1999................................................... F-82
Consolidated Statements of Stockholders' Equity for the
Period from November 14, 1997 (Inception) through
December 31, 1997 and each of the Years Ended December
31, 1998 and 1999...................................... F-83
Consolidated Statements of Cash Flows for the Period from
November 14, 1997 (Inception) through December 31, 1997
and each of the Years Ended December 31, 1998 and
1999................................................... F-84
Notes to Consolidated Financial Statements................ F-85
Sooner Inc.
Report of Independent Auditors............................ F-98
Consolidated Balance Sheets at June 30, 2000 and 1999 and
September 30, 2000..................................... F-99
Consolidated Statements of Operations for the years ended
June 30, 2000 and 1999 and the three month periods
ended September 30, 2000 and 1999...................... F-100
Consolidated Statements of Stockholders' Equity for the
years ended June 30, 2000 and 1999 and the three months
ended September 30, 2000............................... F-101
Consolidated Statements of Cash Flows for the years ended
June 30, 2000 and 1999 and the three month periods
ended September 30, 2000 and 1999...................... F-102
Notes to Consolidated Financial Statements................ F-103
Sooner Pipe & Supply Corporation
Report of Independent Auditors............................ F-113
Consolidated Balance Sheet at July 2, 1998................ F-114
Consolidated Statement of Operations for the period from
August 1, 1997 through July 2, 1998.................... F-115
Consolidated Statement of Stockholders' Equity for the
period from August 1, 1997 through July 2, 1998........ F-116
Consolidated Statement of Cash Flows for the period from
August 1, 1997 through July 2, 1998.................... F-117
Notes to Consolidated Financial Statements................ F-118

F-2
90

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following tables set forth unaudited pro forma combined financial
information for our company giving effect to:

- the combination of Oil States International, Inc., HWC Energy Services,
Inc. and PTI Group Inc. (the "Controlled Group") as entities under the
common control of SCF-III L.P., based upon reorganization accounting,
which yields results similar to pooling of interest accounting, effective
from the dates each of these entities became controlled by SCF-III;

- the conversion of the common stock held by the minority interests of each
entity in the Controlled Group into shares of our common stock, based on
the purchase method of accounting;

- the conversion of all of the outstanding common stock of Sooner Inc. into
shares of our common stock, based on the purchase method of accounting;
and

- our sale of 12,500,000 shares of common stock (the "Offering") and the
application of the net proceeds to us as described in "Use of Proceeds."

The unaudited pro forma combined balance sheet as of September 30, 2000 was
prepared based upon the unaudited historical financial statements of the
Controlled Group and gives effect to:

- our acquisition of minority interests of the Controlled Group;

- our acquisition of Sooner Inc.;

- the proposed three-for-one reverse stock split of Oil States common
stock; and

- our sale of shares in the Offering,

as if these transactions had occurred on September 30, 2000. The unaudited pro
forma combined statements of operations for the years ended December 31, 1997
and 1998 were prepared based upon the historical financial statements of the
Controlled Group, adjusted to conform accounting policies. The unaudited pro
forma combined statements of operations for the year ended December 31, 1999 and
the nine-month period ended September 30, 2000 were prepared based upon the
historical financial statements of the Controlled Group, adjusted to conform
accounting policies, and give effect to:

- our acquisition of minority interests of the Controlled Group;

- our acquisition of Sooner Inc.; and

- our sale of shares in the Offering,

as if these transactions had occurred on January 1, 1999.

The pro forma adjustments represent management's preliminary determination
of purchase accounting adjustments and are based upon available information and
assumptions that management considers reasonable under the circumstances. We
will update or obtain appraisals for major assets, where appropriate, and will
evaluate the recorded amounts of liabilities on the closing date balance sheet.
The purchase accounting allocation is expected to be finalized within one year
of the closing date. Consequently, the amounts reflected in the unaudited
combined financial information are subject to change. Management does not expect
that differences between the preliminary and final purchase price allocation
will have a material impact on the combined company's financial position or
results of operations. In addition, the unaudited pro forma combined financial
statements do not reflect any cost savings or other financial synergies which
may be realized in the future as a result of these transactions.

The unaudited pro forma combined financial statements do not purport to be
indicative of the results that would have been obtained had the transactions
described above been completed on the indicated dates or that may be obtained in
the future. The unaudited pro forma combined financial statements should be read
in conjunction with the historical financial statements and notes thereto
included elsewhere in this prospectus.

F-3
91

PRO FORMA COMBINED BALANCE SHEET

AT SEPTEMBER 30, 2000
(IN THOUSANDS)
(UNAUDITED)

HISTORICAL PRO FORMA HISTORICAL
----------------------------------------- ---------------------- -----------

OIL STATES PTI COMBINING
INTERNATIONAL, HWC ENERGY GROUP ADJUSTMENTS COMBINED
INC. SERVICES, INC. INC. (NOTE 1) GROUP SOONER INC.
-------------- -------------- ------- ----------- -------- -----------

Current assets
Cash and cash equivalents.......... $ 1,240 $ 756 $ 3,288 $ $ 5,284 $ 2,487
Accounts receivable, net........... 27,709 14,841 13,817 56,367 21,562
Deferred taxes..................... -- -- -- -- 708
Inventories........................ 27,457 -- 4,975 32,432 62,727
Prepaid expenses and other current
assets........................... 4,297 1,978 140 6,415 566
-------- -------- ------- ----- -------- --------
Total current assets......... 60,703 17,575 22,220 -- 100,498 88,050
-------- -------- ------- ----- -------- --------
Accounts and notes receivable........ -- -- -- -- 1,585
Debt issuance costs, net of
accumulated amortization........... -- -- -- -- 82
Property plant and equipment, net.... 39,493 52,025 48,902 140,420 4,647
Goodwill, net........................ 44,323 32,704 27,801 (364)(A) 104,464 13,519
Investments, at cost................. -- -- -- -- 2,207
Other long term assets............... 1,777 565 -- 364(A) 2,706 176
-------- -------- ------- ----- -------- --------
Total assets................. $146,296 $102,869 $98,923 $ -- $348,088 $110,266
======== ======== ======= ===== ======== ========

PRO FORMA
--------------------------------------------------------------
MINORITY COMBINED,
SOONER INC. INTEREST OFFERING ACQUISITIONS
ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS AND
(NOTES 1(A) AND 2) (NOTE 3) (NOTE 4) OFFERING
------------------ ----------- ----------- -------------

Current assets
Cash and cash equivalents.......... $ $ $ $ 7,771
Accounts receivable, net........... 77,929
Deferred taxes..................... 708
Inventories........................ 95,159
Prepaid expenses and other current
assets........................... 6,981
-------- ------- ------ --------
Total current assets......... -- -- 188,548
-------- ------- ------ --------
Accounts and notes receivable........ 1,585
Debt issuance costs, net of
accumulated amortization........... (82)
Property plant and equipment, net.... 145,067
Goodwill, net........................ 64,700 49,700 232,383
Investments, at cost................. 2,207
Other long term assets............... 82 2,964
-------- ------- ------ --------
Total assets................. $ 64,700 $49,700 $ -- $572,754
======== ======= ====== ========

F-4
92

PRO FORMA COMBINED BALANCE SHEET -- (CONTINUED)

AT SEPTEMBER 30, 2000
(IN THOUSANDS)
(UNAUDITED)

HISTORICAL PRO FORMA HISTORICAL PRO FORMA
----------------------------------------- ---------------------- ----------- -----------

OIL STATES PTI COMBINING SOONER INC.
INTERNATIONAL, HWC ENERGY GROUP ADJUSTMENTS COMBINED ADJUSTMENTS
INC. SERVICES, INC. INC. (NOTE 1) GROUP SOONER INC. (NOTE 2)
-------------- -------------- ------- ----------- -------- ----------- -----------

Current liabilities
Accounts payable and accrued
liabilities.................. $ 33,391 $ 6,411 $ 6,942 $ $ 46,744 $ 31,574 $
Postretirement healthcare and
other benefits............... 1,300 -- -- 1,300 --
Income taxes payable........... 538 73 4,547 5,158 778
Current portion of long-term
debt......................... 26,218 7,533 8,502 42,253 535
Other current liabilities...... 3,826 3,090 198 7,114 1,198
-------- -------- ------- -------- -------- -------- --------
Total current
liabilities............ 65,273 17,107 20,189 -- 102,569 34,085 --
-------- -------- ------- -------- -------- -------- --------
Long term debt................... 40,608 31,004 24,569 96,181 48,298
Deferred income taxes............ 672 10,893 9,343 20,908 --
Postretirement healthcare and
other benefits................. 7,412 -- -- 7,412 --
Other liabilities................ 4,271 207 -- 4,478 --
-------- -------- ------- -------- -------- -------- --------
Total liabilities........ 118,236 59,211 54,101 -- 231,548 82,383 --
-------- -------- ------- -------- -------- -------- --------
Minority interest................ 138 -- -- 35,567(B) 35,705 --
Redeemable preferred stock....... 20,150 5,143 -- 25,293 --
Stockholders' equity
Convertible preferred stock.... 1,625 -- -- 1,625 --
Common stock................... 272 38,051 22,102 60,425 -- 79
Additional paid-in capital..... 55,191 -- -- (34,473)(B) 20,718 26,176 66,328
Retained earnings (deficit).... (47,484) 419 24,938 (1,094)(B) (23,221) 1,707 (1,707)
Cumulative translation
adjustments.................. (1,832) 45 (1,787) --
Accumulated other comprehensive
loss......................... -- -- (2,218) (2,218) --
-------- -------- ------- -------- -------- -------- --------
Total stockholders'
equity................. 7,772 38,515 44,822 (35,567) 55,542 27,883 64,700
-------- -------- ------- -------- -------- -------- --------
Total liabilities and
stockholders' equity... $146,296 $102,869 $98,923 $ -- $348,088 $110,266 $ 64,700
======== ======== ======= ======== ======== ======== ========

PRO FORMA
-------------------------------------------
MINORITY COMBINED,
INTEREST OFFERING ACQUISITIONS
ADJUSTMENTS ADJUSTMENTS AND
(NOTE 3) (NOTE 4) OFFERING
----------- ----------- -------------

Current liabilities
Accounts payable and accrued
liabilities.................. $ $ (5,971)(A) $ 72,347
Postretirement healthcare and
other benefits............... 1,300
Income taxes payable........... 5,936
Current portion of long-term
debt......................... (24,987)(A) 17,801
Other current liabilities...... 8,312
-------- --------- --------
Total current
liabilities............ -- (30,958) 105,696
-------- --------- --------
Long term debt................... (81,316)(A) 63,163
Deferred income taxes............ (11,289)(E) 9,619
Postretirement healthcare and
other benefits................. 7,412
Other liabilities................ 4,478
-------- --------- --------
Total liabilities........ -- (123,563) 190,368
-------- --------- --------
Minority interest................ (35,567) 138
Redeemable preferred stock....... (25,293)(AB) --
Stockholders' equity
Convertible preferred stock.... (1,625)(A) --
Common stock................... 71 (60,111)(ABG) 464
Additional paid-in capital..... 84,102 199,303(ABGH) 396,627
Retained earnings (deficit).... 1,094 11,289(E) (10,838)
Cumulative translation
adjustments.................. (1,787)
Accumulated other comprehensive
loss......................... (2,218)
-------- --------- --------
Total stockholders'
equity................. 85,267 148,856 382,248
-------- --------- --------
Total liabilities and
stockholders' equity... $ 49,700 $ -- $572,754
======== ========= ========

F-5
93

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS)
(UNAUDITED)

HISTORICAL PRO FORMA HISTORICAL PRO FORMA
--------------------------------------- ---------------------- ----------- -----------
HWC
OIL STATES ENERGY COMBINING SOONER INC.
INTERNATIONAL, SERVICES, PTI ADJUSTMENTS COMBINED ADJUSTMENTS
INC. INC. GROUP INC. (NOTE 1) GROUP SOONER INC. (NOTE 2)
-------------- --------- ---------- ----------- -------- ----------- -----------

Revenue.......................... $84,117 $56,391 $83,401 $ $223,909 $213,495 $
Expenses
Costs of sales................. 68,815 34,251 56,581 (3,186)(A) 156,461 192,856
Selling, general and
administrative............... 18,959 9,728 4,865 (1,740)(A) 31,812 5,864
Depreciation and
amortization................. -- 5,735 5,006 4,926(A) 15,667 1,225 3,240
Other expense (income)......... 57 -- -- 57
------- ------- ------- ------- -------- -------- -------
Operating income (loss).......... (3,714) 6,677 16,949 -- 19,912 13,550 (3,240)
------- ------- ------- ------- -------- -------- -------
Interest income.................. 92 136 -- 228 338
Interest expense................. (3,898) (2,563) (2,312) (8,773) (3,082)
Other income (expense)........... -- 40 -- 40 --
------- ------- ------- ------- -------- -------- -------
Earnings before income taxes... (7,520) 4,290 14,637 -- 11,407 10,806 (3,240)
Income tax (expense) benefit..... (549) (1,770) (6,097) (8,416) (772)
------- ------- ------- ------- -------- -------- -------
Net Income (loss) before minority
interests...................... (8,069) 2,520 8,540 -- 2,991 10,034 (3,240)
Minority interests............... (13) -- -- (2,860)(C) (2,873) -- --
------- ------- ------- ------- -------- -------- -------
Net income (loss)................ $(8,082) $ 2,520 $ 8,540 $(2,860) $ 118 $ 10,034 $(3,240)
======= ======= ======= ======= ======== ======== =======
Net income (loss) per common
share..........................
Basic..........................
Diluted........................
Average shares outstanding (in
thousands).....................
Basic..........................
Diluted........................

PRO FORMA
--------------------------------------------
MINORITY
INTEREST OFFERING COMBINED,
ADJUSTMENTS ADJUSTMENTS ACQUISITIONS
(NOTE 3) (NOTES 3 AND 4) AND OFFERING
----------- --------------- ------------

Revenue.......................... $ $ $437,404
Expenses
Costs of sales................. 349,317
Selling, general and
administrative............... 485(D) 38,161
Depreciation and
amortization................. 1,860 21,992
Other expense (income)......... 57
------- ------- --------
Operating income (loss).......... (1,860) (485) 27,877
------- ------- --------
Interest income.................. 566
Interest expense................. 5,776(CF) (6,079)
Other income (expense)........... 40
------- ------- --------
Earnings before income taxes... (1,860) 5,291 22,404
Income tax (expense) benefit..... 5,383(I) (3,805)
------- ------- --------
Net Income (loss) before minority
interests...................... (1,860) 10,674 18,599
Minority interests............... -- 2,860 (13)
------- ------- --------
Net income (loss)................ $(1,860) $13,534 $ 18,586
======= ======= ========
Net income (loss) per common
share..........................
Basic.......................... $ 0.40
========
Diluted........................ $ 0.40
========
Average shares outstanding (in
thousands).....................
Basic.......................... 46,378
========
Diluted........................ 46,932
========

F-6
94

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS)
(UNAUDITED)

HISTORICAL PRO FORMA
------------------------------------ ---------------------------------------------------
HWC GROUP
OIL STATES ENERGY PTI COMBINING ACQUISITION COMBINED
INTERNATIONAL, SERVICES, GROUP ADJUSTMENTS COMBINED ADJUSTMENTS GROUP WITH
INC. INC. INC. (NOTE 1) GROUP (NOTE 5) ACQUISITIONS
-------------- --------- ------- ----------- -------- ----------- ------------

Revenue..................... $154,330 $42,274 $70,506 $ $267,110 $8,296 $275,406
Expenses
Costs of sales............ 126,751 26,848 46,160 (4,937)(A) 194,822 4,639 199,461
Selling, general and
administrative.......... 27,819 9,364 4,023 (2,539)(A) 38,667 222 38,889
Depreciation and
amortization............ -- 6,543 6,256 7,476(A) 20,275 809 21,084
Other expense (income).... 2,448 -- -- 2,448 -- 2,448
-------- ------- ------- ------- -------- ------ --------
Operating income (loss)..... (2,688) (481) 14,067 -- 10,898 2,626 13,524
-------- ------- ------- ------- -------- ------ --------
Interest income............. 264 36 -- 300 300
Interest expense............ (7,077) (2,565) (3,154) (12,796) (410) (13,206)
Other income (expense)...... (1,309) 12 -- (1,297) (1,297)
-------- ------- ------- ------- -------- ------ --------
Earnings before income
taxes................... (10,810) (2,998) 10,913 -- (2,895) 2,216 (679)
Income tax (expense)
Benefit................... (1,145) 753 (4,262) (4,654) (753) (5,407)
-------- ------- ------- ------- -------- ------ --------
Net income (loss) before
minority interests........ (11,955) (2,245) 6,651 -- (7,549) 1,463 (6,086)
Minority interests.......... (31) -- -- 641(C) 610 -- 610
-------- ------- ------- ------- -------- ------ --------
Net income (loss) from
continuing operations
attributable to common
shares.................... $(11,986) $(2,245) $ 6,651 $ 641 $(6,939) $1,463 $ (5,476)
======== ======= ======= ======= ======== ====== ========
Net income (loss) per common
share
Basic.....................
Average shares outstanding
(in thousands)
Basic.....................

HISTORICAL PRO FORMA
---------- ------------------------------------------------------------------------
SOONER INC. MINORITY COMBINED,
SOONER INC. ACQUISITION INTEREST OFFERING ACQUISITIONS
SOONER ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS AND
INC. (NOTE 2) (NOTE 6) (NOTE 3) (NOTES 3 AND 4) OFFERING
---------- ----------- ----------- ----------- --------------- ------------

Revenue..................... $159,256 $ $52,718 $ $ $487,380
Expenses
Costs of sales............ 148,847 52,301 400,609
Selling, general and
administrative.......... 7,297 1,727 945(D) 48,858
Depreciation and
amortization............ 1,058 4,320 234 2,490 29,186
Other expense (income).... -- -- 2,448
-------- ------- ------- ------- ------- --------
Operating income (loss)..... 2,054 (4,320) (1,544) (2,490) (945) 6,279
-------- ------- ------- ------- ------- --------
Interest income............. -- 300
Interest expense............ -- 7,900(CF) (5,306)
Other income (expense)...... (3,636) (4,933)
-------- ------- ------- ------- ------- --------
Earnings before income
taxes................... (1,582) (4,320) (1,544) (2,490) 6,955 (3,660)
Income tax (expense)
Benefit................... (627) 540 8,935 3,441
-------- ------- ------- ------- ------- --------
Net income (loss) before
minority interests........ (2,209) (4,320) (1,004) (2,490) 15,890 (219)
Minority interests.......... -- -- -- -- (641) (31)
-------- ------- ------- ------- ------- --------
Net income (loss) from
continuing operations
attributable to common
shares.................... $ (2,209) $(4,320) $(1,004) $(2,490) $15,249 $ (250)
======== ======= ======= ======= ======= ========
Net income (loss) per common
share
Basic..................... $ (0.01)
========
Average shares outstanding
(in thousands)
Basic..................... 46,378
========

F-7
95

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS)
(UNAUDITED)

HISTORICAL PRO FORMA
-------------------------------------------- ----------------------
OIL STATES HWC COMBINING
INTERNATIONAL, ENERGY PTI ADJUSTMENTS
INC. SERVICES, INC. GROUP INC. (NOTE 1) COMBINED
-------------- -------------- ---------- ----------- --------

Revenue.............................. $229,984 $42,616 $86,434 $ -- $359,034
Expenses
Cost of sales...................... 180,203 27,885 58,030 (4,351)(A) 261,767
Selling, general &
administrative.................. 36,171 7,408 8,114 (3,388)(A) 48,305
Depreciation and amortization...... -- 4,650 5,812 7,739(A) 18,201
Other expense (income)............. (335) -- 5,263 -- 4,928
-------- ------- ------- ------- --------
Operating income..................... 13,945 2,673 9,215 -- 25,833
-------- ------- ------- ------- --------
Interest income...................... 323 235 -- -- 558
Interest expense..................... (9,616) (2,507) (3,736) -- (15,859)
Other (income) expense............... -- 115 -- -- 115
-------- ------- ------- ------- --------
Earnings before income tax......... 4,652 516 5,479 -- 10,647
Income tax expense................... (3,711) (550) (5,484) (9,745)
-------- ------- ------- ------- --------
Net income from continuing operations
before minority interest,
discontinued operations and
extraordinary loss................. 941 (34) (5) -- 902
Minority interest.................... (31) -- -- 3,019(C) 2,988
-------- ------- ------- ------- --------
Net income from continuing operations
before extraordinary loss.......... 910 (34) (5) 3,019 3,890
Income from discontinued
operations......................... 1,733 -- -- -- 1,733
Estimated loss on sales of
discontinued operations............ (22,099) -- -- -- (22,099)
-------- ------- ------- ------- --------
Net income before extraordinary
loss............................... (19,456) (34) (5) 3,019 (16,476)
Extraordinary loss on debt
restructuring...................... (617) -- -- -- (617)
-------- ------- ------- ------- --------
Net loss........................... (20,073) (34) (5) 3,019 (17,093)
Preferred dividends.................. -- -- -- -- --
-------- ------- ------- ------- --------
Net loss attributable to common
shares.......................... $(20,073) $ (34) $ (5) $ 3,019 $(17,093)
======== ======= ======= ======= ========

F-8
96

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
(UNAUDITED)

HISTORICAL PRO FORMA
-------------------------------------------- ----------------------
OIL STATES HWC COMBINED
INTERNATIONAL, ENERGY PTI ADJUSTMENTS
INC. SERVICES, INC. GROUP INC. (NOTE 1) COMBINED
-------------- -------------- ---------- ----------- --------

Revenue............................. $113,925 $7,459 $94,875 $ -- $216,259
Expenses
Cost of sales..................... 84,249 4,561 64,894 (2,692)(A) 151,012
Selling, general &
administrative................. 19,783 827 6,176 (3,068)(A) 23,718
Depreciation and amortization..... -- 304 2,909 5,760(A) 8,973
Other expense (income)............ (122) -- -- -- (122)
-------- ------ ------- ------- --------
Operating income.................... 10,015 1,767 20,896 -- 32,678
-------- ------ ------- ------- --------
Interest income..................... 120 12 -- -- 132
Interest expense on long-term
debt.............................. (6,628) (225) (1,989) -- (8,842)
Other (income) expense.............. -- (368) -- -- (368)
-------- ------ ------- ------- --------
Earnings before income taxes...... 3,507 1,186 18,907 -- 23,600
Income tax expense.................. (3,148) (642) (7,529) -- (11,319)
-------- ------ ------- ------- --------
Net income from continuing
operations before minority
interest and discontinued
operations........................ 359 544 11,378 -- 12,281
Minority interest................... (1,099) -- -- (5,770)(C) (6,869)
-------- ------ ------- ------- --------
Net income from continuing
operations........................ (740) 544 11,378 (5,770) 5,412
Income from discontinued
operations........................ 9,386 -- -- -- 9,386
-------- ------ ------- ------- --------
Net income........................ 8,646 544 11,378 (5,770) 14,798
Preferred dividends................. -- -- -- -- --
-------- ------ ------- ------- --------
Net income attributable to common
shares......................... $ 8,646 $ 544 $11,378 $(5,770) $ 14,798
======== ====== ======= ======= ========

F-9
97

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION

The reorganization accounting method, which yields results similar to the
pooling of interest method, has been used in the preparation of the unaudited
pro forma combined financial statements to reflect the combination of entities
in the Controlled Group. Under this method of accounting, the historical
financial statements of HWC Energy Services, Inc. and PTI Group Inc. are
combined with Oil States International, Inc. as of September 30, 2000, for each
year in the three-year period ended December 31, 1999 and for the nine-month
period ended September 30, 2000, in each case from the date each became
controlled by SCF-III, L.P. (November 14, 1997 for HWC and January 8, 1997 for
PTI). The pro forma adjustments below include those necessary to conform
accounting policies, as if these companies had been combined from the date of
common control.

The purchase method of accounting has been used to reflect the acquisition
of the minority interests of each company in the Controlled Group concurrent
with the closing of the Offering. The purchase price is based on the fair value
of the shares owned by the minority interests, estimated at the mid-range of the
expected initial public offering price per share. Under this accounting method,
the excess of the purchase price over the fair value of the assets and
liabilities allocable to the minority interests acquired has been reflected as
goodwill. The estimated fair values of assets and liabilities are preliminary
and subject to change. For purposes of the pro forma combined financial
statements, the goodwill recorded in connection with this transaction is being
amortized over 20 years using the straight-line method based on management's
evaluation of the nature and duration of customer relationships and considering
competitive and technological developments in the industry. The unaudited pro
forma combined balance sheet as of September 30, 2000 and statements of
operations for the year ended December 31, 1999 and the nine-month period ended
September 30, 2000 have been adjusted for the effects of purchase accounting, as
described below.

The purchase method of accounting also has been used to reflect the
acquisition of the outstanding common stock of Sooner Inc. concurrent with the
closing of the Offering. The purchase price is based on the fair value of the
shares of Sooner Inc., estimated at the mid-range of the expected initial public
offering price per share. The excess of the purchase price over the fair value
of the assets and liabilities of Sooner Inc. has been reflected as goodwill. The
estimated fair values of assets and liabilities are preliminary and subject to
change. For purposes of the pro forma combined financial statements, the
goodwill recorded in connection with this transaction is being amortized over 15
years using the straight-line method based on management's evaluation of the
nature and duration of customer relationships and considering competitive and
technological developments in the industry. The unaudited pro forma combined
balance sheet as of September 30, 2000 and statements of operations for the year
ended December 31, 1999 and the nine-month period ended September 30, 2000
includes the unaudited historical financial statements of Sooner Inc., converted
to a calendar year end and adjusted for the effects of purchase accounting, as
presented below.

NOTE 1 -- COMBINING ADJUSTMENTS

(A) To reclassify Oil States International, Inc. debt issuance costs for
purposes of the unaudited pro forma combined balance sheet and depreciation and
amortization for purposes of the unaudited pro forma combined statement of
operations to conform to the financial presentation of the Controlled Group.

(B) To record minority interest, as follows (in thousands):

OIL STATES HWC ENERGY
INTERNATIONAL, INC. SERVICES, INC. PTI GROUP INC. TOTAL
------------------- -------------- --------------- -------

Retained earnings................ $(7,646) $ 67 $ 8,672 $ 1,094
Additional paid-in capital....... 21,145 7,651 5,677 34,473
------- ------ ------- -------
$13,499 $7,718 $14,349 $35,567
======= ====== ======= =======

F-10
98
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(C) To reflect the minority interest in income (loss) and related tax
effect of the Controlled Group for each of the periods presented below (in
thousands):

OIL STATES HWC
INTERNATIONAL, ENERGY PTI GROUP
INC. SERVICES, INC. INC. TOTAL
-------------- -------------- --------- -------

Year Ended December 31, 1997............ $ (959) $ (82) $(4,729) $(5,770)
====== ===== ======= =======
Year Ended December 31, 1998............ $3,011 $ 6 $ 2 $ 3,019
====== ===== ======= =======
Year Ended December 31, 1999............ $3,019 $ 430 $(2,808) $ 641
====== ===== ======= =======
Nine months ended September 30, 2000.... $1,287 $(483) $(3,664) $(2,860)
====== ===== ======= =======

NOTE 2 -- ACQUISITION OF SOONER INC.

To reflect the acquisition of all outstanding common shares of Sooner Inc.
in exchange for 7,597,152 shares of Oil States International, Inc. Common Stock
valued at the estimated offering price per share of $12.00 (in millions):

Purchase price.............................................. $92.6(1)
Less: Fair value of net assets acquired..................... 27.9
-----
Goodwill.................................................... $64.7
=====
Amortization for the nine month period ended September 30,
2000...................................................... $3.24
=====
Amortization for the twelve month period ended December 31,
1999...................................................... $4.32
=====

---------------

(1) The purchase price for Sooner includes the estimated fair value of Sooner
Inc. stock options ($1.5 million) to be converted into Oil States
International, Inc. stock options.

NOTE 3 -- ACQUISITION OF MINORITY INTERESTS

To reflect the acquisition of the minority interest of each company in the
Controlled Group in exchange for shares of Oil States International, Inc. Common
Stock and elimination of the historical amounts reflected for the combined group
(in millions, except share information):

OIL STATES HWC
INTERNATIONAL, ENERGY PTI GROUP
INC. SERVICES, INC. INC. COMBINED
-------------- -------------- --------- ---------

Common Stock issued to minority
interests................................ 1,434,394 1,442,242 4,227,814 7,104,450
Estimated offering price per share......... $ 12.00 $ 12.00 $ 12.00 $ 12.00
--------- --------- --------- ---------
Purchase price of the minority interests... 17.2 17.3 50.7 85.2
Minority interests in fair value of net
assets acquired.......................... 13.5 7.7 14.3 35.6
--------- --------- --------- ---------
Additional goodwill........................ $ 3.7 $ 9.6 $ 36.4 $ 49.7
========= ========= ========= =========
Amortization of the additional goodwill for
the nine month period ended September 30,
2000..................................... $ .14 $ .36 $ 1.36 $ 1.86
========= ========= ========= =========
Amortization of the additional goodwill for
the twelve month period ended December
31, 1999................................. $ .19 $ .48 $ 1.82 $ 2.49
========= ========= ========= =========

F-11
99
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4 -- OFFERING

(A) To reflect the sale of 12,500,000 shares of Oil States International,
Inc. Common Stock in the Offering with anticipated net proceeds of $136.6
million. Net proceeds will be used to reduce outstanding subordinated debt by
$76.5 million, redeem preferred stock of $21.8 million, pay accrued interest on
subordinated debt and accrued dividends on preferred stock aggregating $6.0
million, and repurchase common stock from non-accredited shareholders and
shareholders holding pre-emptive stock purchase rights for $2.5 million. The
balance of the proceeds were assumed to repay $29.8 million of borrowings
outstanding under bank lines of credit.

(B) To reflect the conversion of $5.1 million of HWC preferred stock into
Oil States International, Inc. Common Stock.

(D) To adjust for costs associated with the new corporate office, including
executives hired in connection with the offering, which costs are not fully
reflected in the historical financial statements. These costs will have a
continuing impact on our operations.

(E) To adjust deferred income tax liabilities for the impact of the
Combination on the valuation allowance applied to net operating losses. A
portion of the previously reserved net operating losses of Oil States
International are being utilized to reduce deferred tax liabilities of the
acquired companies due to expected tax benefits to be derived from the
combination of entities.

(F) To eliminate preferred stock dividends due to the elimination of the
preferred stock (see A above).

(G) To adjust for the par value of $.01 of Oil States International, Inc.
Common Stock and reflect the effect of the three for one reverse stock split.

(H) To record transaction costs associated with the Offering.

(I) To adjust the income tax expense for the elimination of deferred taxes
due to the formation of the consolidated group.

A summary of the effect of these adjustments on common stock and additional
paid-in capital follows:

COMMON ADDITIONAL PAID-IN
STOCK CAPITAL
-------- ------------------

(A) Sale of stock in offering........................... $ 125 $136,425
(A) Record repurchase of shares......................... (2) (2,499)
(B) Conversion of HWC preferred......................... 18 5,125
Adjust par value and reflect three-for-one reverse
(G) split............................................... (60,252) 60,252
-------- --------
$(60,111) $199,303
======== ========

NOTE 5 -- GROUP ACQUISITIONS

To reflect the following acquisitions as if such acquisitions had occurred
on January 1, 1999.

On March 31, 1999 HWC Energy Services, Inc. acquired all of the outstanding
stock of C&H Rental Tools, Inc., and C&H Specialty Company, Inc. (collectively,
C&H). C&H provided rental equipment for drilling and workover operations in
Louisiana and offshore in the Gulf of Mexico. We paid cash of approximately $2.4
million and $820,000 in principal amount of subordinated promissory notes.
Funding for the transaction was received from the issuance of preferred stock.

On November 30, 1999 HWC Energy Services, Inc. acquired 12 snubbing units
and related equipment from Schlumberger and Target. Consideration paid for the
acquisitions included $3.7 million of cash and

F-12
100
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

subordinated notes in aggregate principal amount of $4.5 million. Funding for
the transactions was received from the issuance of preferred stock.

Details of the pro forma adjustments for HWC are as follows (in thousands):

SCHLUMBERGER LTD. TARGET C&H RENTALS, INC. TOTAL
----------------- ------ ----------------- ------

Revenue.............................. $6,025 $894 $1,377 $8,296
Expenses
Cost of sales...................... 3,324 528 787 4,639
Selling, general &
administrative.................. -- 222 -- 222
Other expense (income)............. --
Depreciation and amortization...... 530 158 121 809
------ ---- ------ ------
Operating income (loss).............. 2,171 (14) 469 2,626
------ ---- ------ ------
Interest expense..................... (341) (56) (13) (410)
------ ---- ------ ------
Earnings (loss) from continuing
operations before income
taxes........................... 1,830 (70) 456 2,216
Income tax (expense) benefit......... (622) 24 (155) (753)
------ ---- ------ ------
Income from continuing operations.... $1,208 $(46) $ 301 $1,463
====== ==== ====== ======

The Schlumberger and Target acquisitions consisted of asset purchases. The
C&H acquisition was a stock purchase. The difference between the C&H purchase
price and the fair market value of the assets and liabilities acquired was not
material to the combined group.

NOTE 6 -- SOONER INC. ACQUISITION ADJUSTMENT

To reflect the acquisitions by Sooner Inc. in May and June 1999 of the
tubular product distribution businesses from Continental Emsco, Wilson Supply
and National-Oilwell, Inc. Total consideration paid for these acquisitions was
$36.6 million.

Details of the pro forma adjustments for Sooner Inc. are as follows (in
thousands):

CONTINENTAL
EMSCO WILSON SUPPLY NATIONAL-OILWELL, INC. TOTAL
----------- ------------- ---------------------- -------

Revenue............................. $11,639 $18,705 $22,374 $52,718
Expenses
Costs of sales.................... 11,544 17,795 22,962 52,301
Selling, general &
administrative................. 400 650 677 1,727
Depreciation and
amortization(1)................ 68 83 83 234
------- ------- ------- -------
Operating income (loss)............. (373) 177 (1,348) (1,544)
Income tax (expense) benefit........ 131 (62) 472 540
------- ------- ------- -------
Net Income (loss)................. $ (242) $ 115 $ (876) $(1,004)
======= ======= ======= =======

---------------

(1) Substantially all of this adjustment results from incremental amortization
of goodwill recorded for these acquisitions as if they occurred on January
1, 1999.

F-13
101

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,240 $ 1,537
Accounts receivable, net.................................. 27,709 33,315
Costs and estimated earnings in excess of billings on
uncompleted contracts.................................. 1,169 5,838
Inventories, net.......................................... 27,457 25,566
Prepaid expenses and other current assets................. 3,128 1,433
-------- --------
Total current assets.............................. 60,703 67,689
PROPERTY, PLANT, AND EQUIPMENT, net......................... 39,493 42,430
INTANGIBLE ASSETS, net...................................... 44,323 45,593
OTHER NONCURRENT ASSETS..................................... 1,777 2,006
-------- --------
Total assets...................................... $146,296 $157,718
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.......................................... $ 13,705 $ 11,288
Accrued liabilities....................................... 19,686 32,291
Billings in excess of costs and estimated earnings on
uncompleted contracts.................................. 3,826 5,359
Postretirement healthcare and other benefits.............. 1,300 1,300
Current portion of long-term debt and capital lease
obligations............................................ 26,218 2,963
Income taxes payable...................................... 538 --
-------- --------
Total current liabilities......................... 65,273 53,201
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS................ 40,608 52,542
DEFERRED INCOME TAXES....................................... 672 704
OTHER LIABILITIES:
Postretirement healthcare and other benefits.............. 7,412 7,741
Other noncurrent liabilities.............................. 4,271 4,597
MINORITY INTEREST........................................... 138 225
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK.................................. 20,150 20,150
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $.0001 par value:
Series A, authorized 25,000,000 shares, issued 16,250
shares at liquidation value of $100................... 1,625 1,625
Common stock, $.01 par value:
Authorized 200,000,000 shares, issued 27,154,672 shares
at September 30, 2000 and 22,363,245 shares at
December 31, 1999..................................... 272 224
Paid-in capital........................................... 55,191 56,251
Accumulated deficit....................................... (47,484) (39,402)
Cumulative translation adjustment......................... (1,832) (140)
-------- --------
Total stockholders' equity........................ 7,772 18,558
-------- --------
Total liabilities and stockholders' equity........ $146,296 $157,718
======== ========

The accompanying notes are an integral part of these consolidated condensed
financial statements.

F-14
102

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
------------------
2000 1999
------- -------

REVENUES:
Product................................................... $60,764 $91,880
Service and other......................................... 23,353 26,179
------- -------
84,117 118,059
COST OF GOODS SOLD:
Product................................................... 50,091 76,507
Service and other......................................... 18,724 19,706
------- -------
68,815 96,213
------- -------
Gross profit...................................... 15,302 21,846
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES............... 18,959 21,670
OTHER (INCOME) EXPENSE...................................... 57 (21)
------- -------
Operating (loss) income........................... (3,714) 197
INTEREST EXPENSE............................................ (3,898) (5,915)
INTEREST INCOME............................................. 92 188
OTHER EXPENSE............................................... -- (601)
------- -------
Loss from continuing operations before income
taxes, minority interest, discontinued
operations and extraordinary item............... (7,520) (6,131)
INCOME TAX (PROVISION) BENEFIT.............................. (549) (1,135)
MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES.... (13) (26)
------- -------
Loss from continuing operations before
discontinued operations and extraordinary
item............................................ (8,082) (7,292)
DISCONTINUED OPERATIONS:
Realized loss on sale of discontinued operations.......... -- (701)
------- -------
EXTRAORDINARY LOSS ON DEBT RESTRUCTURING, net of income tax
benefit of $0............................................. -- (927)
------- -------
NET LOSS.................................................... $(8,082) $(8,920)
======= =======
LOSS PER SHARE -- BASIC AND DILUTED:
Loss from continuing operations before discontinued
operations and extraordinary item...................... $ (0.34) $ (0.37)
Discontinued operations................................... -- (0.03)
Extraordinary item........................................ -- (0.04)
------- -------
Net loss.......................................... $ (0.34) $ (0.44)
======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING -- BASIC AND DILUTED.... 26,417 22,338
======= =======

The accompanying notes are an integral part of these consolidated condensed
financial statements.

F-15
103

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(IN THOUSANDS)
(UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
------------------
2000 1999
------- -------

NET LOSS.................................................... $(8,082) $(8,920)
OTHER COMPREHENSIVE LOSS:
Foreign currency translation adjustment................... (1,692) (183)
------- -------
COMPREHENSIVE LOSS.......................................... $(9,774) $(9,103)
======= =======

The accompanying notes are an integral part of these consolidated condensed
financial statements.

F-16
104

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
2000 1999
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (8,082) $ (8,920)
Adjustments to reconcile net loss from continuing
operations to net cash provided by operating
activities --
Minority interest in (income) loss of consolidated
subsidiaries, net of distributions.................... (87) 26
Depreciation and amortization.......................... 4,926 5,628
Provision for losses on receivables.................... 326 235
Deferred income tax provision.......................... -- 202
Gain on disposal of assets............................. -- (26)
Loss from discontinued operations...................... -- 701
Loss on sale of businesses............................. -- 267
Loss on sale of marketable securities.................. -- 334
Extraordinary loss on debt restructuring............... -- 927
Other non-cash items................................... 111 336
Changes in operating assets and liabilities --
Accounts receivable.................................. 3,569 17,455
Net change in billings, costs, and estimated earnings
on uncompleted contracts............................ 3,160 (5,307)
Inventories.......................................... (2,564) 4,289
Accounts payable and accrued liabilities............. 121 (13,843)
Prepaid expenses and other........................... (1,144) 270
-------- --------
Net cash provided by operating activities......... 336 2,574
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions, excluding capitalized lease assets.... (1,771) (1,887)
Proceeds from sale of discontinued operations............. -- 102,439
Proceeds from sale of other businesses.................... -- 1,826
Proceeds from sale of marketable securities............... -- 24,408
Other, net................................................ 84 221
-------- --------
Net cash provided by (used in) investing
activities...................................... (1,687) 127,007
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under bank debt................................ 76,396 18,173
Payments on bank debt..................................... (64,311) (139,098)
Other debt payments....................................... -- (450)
Payments on capitalized lease obligations................. (307) (395)
Advance from affiliates................................... 580 --
Preferred stock dividends................................. (502) (1,318)
Other, net................................................ (439) (1,277)
-------- --------
Net cash provided by (used in) financing
activities...................................... 11,417 (124,365)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................... 64 6
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS FROM CONTINUING
OPERATIONS................................................ 10,130 5,222
NET CASH USED IN DISCONTINUED OPERATIONS.................... (10,427) (2,860)
CASH AND CASH EQUIVALENTS, beginning of period.............. 1,537 2,624
-------- --------
CASH AND CASH EQUIVALENTS, end of period.................... $ 1,240 $ 4,986
======== ========

The accompanying notes are an integral part of these consolidated condensed
financial statements.

F-17
105

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL

The consolidated condensed financial statements included herein are
unaudited; however, they include all adjustments of a normal recurring nature,
which, in the opinion of management, are necessary to present fairly the
Consolidated Balance Sheet of Oil States International, Inc. (Oil States) and
its wholly and majority-owned subsidiaries (collectively, the Company) at
September 30, 2000, the Consolidated Statements of Operations for the nine
months ended September 30, 2000 and 1999, the Consolidated Statements of
Comprehensive Loss for the nine months ended September 30, 2000 and 1999, and
the Consolidated Statements of Cash Flows for the nine months ended September
30, 2000 and 1999. Although management believes that the disclosures in these
financial statements are adequate to make the interim information presented not
misleading, information relating to the Company's organization and footnote
disclosures normally included in annual audited financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These financial statements should be read in conjunction with the
Company's audited consolidated financial statements for the year ended December
31, 1999 and notes thereto. The results of operations and the cash flows for the
nine-month period ended September 30, 2000 are not necessarily indicative of the
results to be expected for the entire year.

On July 31, 2000, the Company authorized and approved the terms and
conditions of the Combination Agreement between the Company, HWC Energy
Services, Inc., Merger Sub-HWC, Inc., Sooner, Inc., Merger Sub-Sooner, Inc. and
PTI Group Inc.

2. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at
September 30, 2000 and December 31, 1999 is presented below (in thousands):

2000 1999
------- -------

Accounts receivable --
Trade..................................................... $27,531 $31,832
Other..................................................... 1,848 3,142
Allowance for doubtful accounts........................... (1,670) (1,659)
------- -------
$27,709 $33,315
======= =======

2000 1999
------- -------

Inventories --
Raw materials............................................. $ 9,311 $ 9,498
Work in process........................................... 13,046 9,870
Finished goods and purchased products..................... 10,134 10,818
------- -------
Total inventories................................. 32,491 30,186
Inventory reserves........................................ (5,034) (4,620)
------- -------
$27,457 $25,566
======= =======

3. LONG-TERM DEBT

F-18
106
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

advances of $4.4 million were outstanding under this facility at September 30,
2000. There were also $3.8 million in letters of credit outstanding at September
30, 2000. The 2000 Agreement has a scheduled termination date of March 1, 2003.
The term advances are payable in 59 monthly principal installments of $81,740
with the remainder due March 1, 2003. Borrowings under the 2000 Agreement carry
variable interest rates payable monthly based upon prime, or eurodollar rate
plus 2.25%, for the revolving loans and prime plus 0.25%, or eurodollar rate
plus 2.5%, for the term loans. The commitment fee on the unused portion of the
revolving facility is 0.375% per annum. The 2000 Agreement is secured by
substantially all of the Company's assets and contains customary representations
and warranties and events of default. The 2000 Agreement also requires
compliance with a number of affirmative, negative, and financial covenants,
including a limitation on the incurrence of indebtedness and a requirement that
the Company maintain a specified net worth.

On March 3, 2000, the Company entered into a new overdraft credit facility
providing for borrowings totaling L5.0 million for UK operations, which
converted to approximately $7.9 million. Revolving credit loans under this
facility were $6.3 million at September 30, 2000. Interest is payable quarterly
at a margin of 1.90% per annum over the bank's variable base rate. All
borrowings under this facility are payable on demand. The UK facility is
renewable with a scheduled review date of March 2, 2001. The Company intends to
renew this facility at that time.

On July 29, 2000 and July 31, 2000, the Company renegotiated terms with the
holders of subordinated debt totaling $7.0 million and $7.0 million,
respectively. Original maturities of the subordinated debt extending through
February 2003 were accelerated to the earlier of April 30, 2001 or upon the
occurrence of a registered public offering of capital stock, in exchange for the
holders waiving their rights to scheduled maturities of principal and interest
which were due prior to April 30, 2001. Additionally, scheduled principal
payments on other long-term debt totaling $15.5 million become due during 2001.

Management's current projections indicate that there will not be sufficient
cash flow from operations to fund these obligations. Management is currently
developing a plan whereby the Company will be combined with other companies
under common majority ownership, and the stock of the combined company would be
sold in an initial public offering. The proceeds of the offering would be used,
in part, to reduce the existing debt obligations. If management is unsuccessful
in that effort, then management's plans would be to restructure its debt
obligations as well as generate additional cash flow through asset sales.

4. REDEEMABLE PREFERRED, CONVERTIBLE PREFERRED AND COMMON STOCK

On July 21, 2000, the Company obtained a waiver from the holder of the
Series A Cumulative Preferred Stock totaling $14.4 million, extending the
optional redemption date to the earlier of April 30, 2001 or upon the occurrence
of a registered public offering of capital stock.

On July 31, 2000, the Company authorized the amendment of the provisions of
its Series A Convertible Cumulative Preferred Stock to permit the Company to
redeem such stock at any time upon three days' notice at its stated liquidation
value of $100 per share, plus accrued dividends, and to provide that the Company
must redeem such stock upon the earlier of the date that is six months from the
completion of a registered public offering of the Company's capital stock or the
date of the Company's first annual shareholders' meeting after such completion.

On July 31, 2000, the Company authorized the amendment of its Certificate
of Incorporation to increase the total number of shares of capital stock it has
the authority to issue to 225 million shares, consisting of 25 million shares of
preferred stock, par value $0.0001 per share and 200 million shares of common
stock, par value $0.01 per share, to cancel and retire its Class B Common Stock,
none of which is currently outstanding, and to redesignate all of its Class A
Common Stock as "Common Stock."

F-19
107
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

5. INCOME (LOSS) PER SHARE

In thousands, except per share amounts:

NINE MONTHS ENDED
SEPTEMBER 30,
------------------
2000 1999
------- -------

Loss from continuing operations before discontinued
operations and extraordinary item......................... $(8,082) $(7,292)
Less: Preferred stock dividends............................. (1,012) (982)
------- -------
Loss available to common shareholders from continuing
operations before discontinued operations and
extraordinary item........................................ $(9,094) $(8,274)
======= =======
Loss per share -- basic and diluted:
Loss from continuing operations before discontinued
operations and extraordinary item...................... $ (0.34) $ (0.37)
Discontinued operations................................... -- (0.03)
Extraordinary item........................................ -- (0.04)
------- -------
Net loss.......................................... $ (0.34) $ (0.44)
======= =======

Weighted average shares outstanding -- basic and diluted.... 26,417 22,338
======= =======

Basic loss per share amounts are based on the weighted average number of
common shares outstanding during the period. Diluted income per share would
include additional common shares that would have been outstanding if potential
common shares with a dilutive effect had been issued, however no additional
common shares were included in the calculation of diluted income per share as
the effect of the outstanding securities was anti-dilutive. Excluded from the
computation of diluted earnings per share are securities outstanding at
September 30, 2000 and 1999 that could potentially dilute basic earnings per
share of 1.2 million shares and 1.5 million shares of common stock,
respectively.

The Company issued 1,072,828 shares of the Company's Class A common stock
at a purchase price of $10 per share pursuant to offerings to its existing
stockholders, on a pro-rata basis, in January and March 1998. Each stockholder
that purchased stock pursuant to those offerings was to receive additional
shares in the event that there was no initial public offering of the Company's
stock in 1998 and an earnings-per-share threshold was not reached. The formula
for determining the number of additional shares to be issued, which was based on
the Company's 1998 earnings per share, could not be properly calculated due to
the Company's negative earnings per share in 1998. As an alternative, in
December 1999, the Board of Directors approved the issuance of four additional
shares for each share purchased in connection with the January and March 1998
stock offerings. In addition, the stockholders that did not purchase stock
pursuant to those offerings were offered the right to purchase a pro-rata
portion of additional shares in accordance with their stock holdings at a share
price of $2 per share plus a 12% annual interest factor taken into consideration
from the time of those offerings. In February 2000, the Company issued 4,291,427
of additional shares related to those offerings. Those offerings are also
subject to preemptive rights in favor of the holders of the Company's Series A
and Series B Exchangeable Preferred Stock to purchase Class A common stock at
fair value. To date, no Class A common stock has been issued pursuant to those
rights as they relate to the offerings in 1998. The Company does not expect that
the amount of additional shares to be issued pursuant to such preemptive rights
will be material to the Company's financial position.

F-20
108
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

at an aggregate value of $5 million. The aggregate consideration paid by such
stockholders in November 1995 for such options was $2 million. The number of
shares issued to these stockholders was to be increased in the event that there
was no initial public offering of the Company's stock in 1998 and an
earning-per-share threshold was not reached. The formula for determining the
number of additional shares to be issued, which was based on the Company's 1998
earnings per share, could not be properly calculated due to the Company's
negative earnings per share in 1998. As an alternative, the Company issued
500,000 additional shares to these stockholders in March 2000.

6. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for the nine months ended September 30, 2000 and 1999, for
interest and income taxes was as follows (in thousands):

2000 1999
------ ------

Interest.................................................... $1,621 $6,457
Income taxes, net of refunds................................ (37) 2,562

The following noncash transactions have been excluded from the consolidated
statements of cash flows for the nine months ended September 30, 2000 and 1999
(in thousands):

2000 1999
---- ----

Assets financed through capital lease obligations........... $39 $80

7. SEGMENT AND RELATED INFORMATION

In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", the Company has identified the following
reportable segments: Elastomer Products, Engineered and Industrial Products,
Marine Construction, and Marine Winches. Elastomer Products manufactures well
servicing and production components and provides elastomer molding. Engineered
and Industrial Products provides technically advanced solutions for drilling,
production, and structural projects including flex joints, Merlin connectors,
and elastaflex clutches. Marine Construction provides products and services for
fixed platform installation and decommissioning and pipeline construction
including rotary selector valves and concrete mats. Marine Winches designs and
manufactures deep water mooring systems for offshore drilling vessels, floating
production systems and barges. They also design and refurbish a complete line of
marine winches and other deck machinery for the offshore service boat industry.
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies. Most of the
businesses were acquired as a unit, and the management at the time of the
acquisition was retained.

Financial information by industry segment for the nine months ended
September 30, 2000 and 1999, is summarized below in thousands. The Company
evaluates performance and allocates resources based on EBITDA as defined, which
is calculated as operating income adding back depreciation and amortization.
Calculations of EBITDA as defined should not be viewed as a substitute to
calculations under generally

F-21
109
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)

accepted accounting principles, in particular operating income and net income.
In addition, EBITDA as defined calculations by one company may not be comparable
to another company.

ENGINEERED CORPORATE
ELASTOMER AND INDUSTRIAL MARINE MARINE AND
PRODUCTS PRODUCTS CONSTRUCTION WINCHES ELIMINATIONS TOTAL
--------- -------------- ------------ ------- ------------ --------

2000
Revenues from unaffiliated
customers................. $7,845 $40,202 $23,428 $12,642 $ -- $ 84,117
====== ======= ======= ======= ======= ========
EBITDA as defined........... 1,117 4,362 2,738 (3,116) (3,889) 1,212
Depreciation and
amortization.............. (163) (1,576) (1,686) (1,052) (449) (4,926)
------ ------- ------- ------- ------- --------
Operating income (loss)..... 954 2,786 1,052 (4,168) (4,338) (3,714)
====== ======= ======= ======= ======= ========
Capital expenditures........ 9 1,072 350 243 97 1,771
====== ======= ======= ======= ======= ========
1999
Revenues from unaffiliated
customers................. $5,889 $54,092 $23,570 $34,508 $ -- $118,059
====== ======= ======= ======= ======= ========
EBITDA as defined........... 715 11,082 (600) (1,693) (3,679) 5,825
Depreciation and
amortization.............. (180) (1,959) (1,852) (1,194) (443) (5,628)
------ ------- ------- ------- ------- --------
Operating income (loss)..... 535 9,123 (2,452) (2,887) (4,122) 197
====== ======= ======= ======= ======= ========
Capital expenditures........ 63 455 1,055 217 97 1,887
====== ======= ======= ======= ======= ========

Financial information by geographic segment for the nine months ended
September 30, 2000 and 1999, is summarized below in thousands. Revenues in the
US include export sales. Revenues are attributable to countries based on the
location of the entity selling the products or performing the services.

UNITED UNITED
STATES KINGDOM SINGAPORE TOTAL
------- ------- --------- --------

Revenues from unaffiliated customers
2000........................................ $58,729 $22,621 $2,767 $ 84,117
1999........................................ 93,954 21,385 2,720 118,059

F-22
110

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Oil States International, Inc.:

We have audited the accompanying consolidated balance sheets of Oil States
International, Inc. (a Delaware corporation) and subsidiaries (the "Company") as
of December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity and comprehensive income (loss), and cash flows
for each of the three years in the period ended December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the financial
statements of CE Franklin Ltd., a majority-owned subsidiary, which represented
6% and 5% of total consolidated assets in 1998 and 1997, respectively. CE
Franklin Ltd. was sold on May 28, 1999, and was classified as discontinued
operations prior to its sale. Those statements were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for CE Franklin Ltd., is based solely on the report of
other auditors.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.

As discussed in Note 20, on July 21, 2000, the Company obtained a waiver
from the holder of the Series A Cumulative Preferred Stock totaling $14.4
million, extending the optional redemption date to the earlier of April 30, 2001
or upon the occurrence of a registered public offering of capital stock. On July
29, 2000 and July 31, 2000, the Company renegotiated terms with the holders of
subordinated debt totaling $7.0 million and $7.0 million, respectively. Original
maturities of the subordinated debt extending through February 2003 were
accelerated to the earlier of April 30, 2001 or upon the occurrence of a
registered public offering of capital stock, in exchange for the holders waiving
their rights to scheduled maturities of principal and interest which were due
prior to April 30, 2001. Additionally, scheduled principal payments on other
long-term debt totaling $15.5 million become due during 2001. Management's
current projections indicate that there will not be sufficient cash flow from
operations to fund these obligations. Management is currently developing a plan
whereby the Company will be combined with other companies under common majority
ownership, and the stock of the combined company would be sold in an initial
public offering. The proceeds of the offering would be used, in part, to reduce
the existing debt obligations. If management is unsuccessful in that effort,
then management's plans would be to restructure its debt obligations as well as
generate additional cash flow through asset sales.

In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Oil States International, Inc., and subsidiaries as of
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Dallas, Texas
July 31, 2000

F-23
111

AUDITORS' REPORT

To the Shareholders of CE Franklin Ltd.:

We have audited the consolidated balance sheets of CE Franklin Ltd. as at
December 31, 1998 and 1997 and the consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1998. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in Canada. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present fairly the
financial position of the company as at December 31, 1998 and 1997 and the
results of its operations, the changes in shareholders' equity and the changes
in its cash flows for each of the years in the three-year period ended December
31, 1998 in accordance with accounting principles generally accepted in Canada.

PRICEWATERHOUSECOOPERS LLP
Chartered Accountants

Calgary, Alberta, Canada
January 29, 1999

F-24
112

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

YEAR ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
-------- -------- -------

REVENUES:
Product................................................... $120,950 $177,264 $88,373
Service and other......................................... 33,380 52,720 25,552
-------- -------- -------
154,330 229,984 113,925
COST OF GOODS SOLD:
Product................................................... 101,340 144,115 68,291
Service and other......................................... 25,411 36,088 15,958
-------- -------- -------
126,751 180,203 84,249
-------- -------- -------
Gross profit...................................... 27,579 49,781 29,676
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES............... 27,819 36,171 19,783
OTHER EXPENSE (INCOME)...................................... 2,448 (335) (122)
-------- -------- -------
Operating (loss) income........................... (2,688) 13,945 10,015
INTEREST EXPENSE............................................ (7,077) (9,616) (6,628)
INTEREST INCOME............................................. 264 323 120
OTHER EXPENSE............................................... (1,309) -- --
-------- -------- -------
(Loss) income from continuing operations before
income taxes, minority interest, discontinued
operations, and extraordinary item.............. (10,810) 4,652 3,507
INCOME TAX PROVISION........................................ (1,145) (3,711) (3,148)
MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES.... (31) (31) (1,099)
-------- -------- -------
(Loss) income from continuing operations before
discontinued operations and extraordinary
item............................................ (11,986) 910 (740)
DISCONTINUED OPERATIONS:
Income from discontinued operations (net of income tax
expense of $549 and $7,813 in 1998 and 1997)........... -- 1,733 9,386
Estimated and realized losses on sales of discontinued
operations including pretax provision of $12,977 in
1998 for operating losses during phaseout period (net
of income tax expense of $215 in 1999 and income tax
benefit of $115 in 1998)............................... (6,416) (22,099) --
EXTRAORDINARY LOSS ON DEBT RESTRUCTURING, net of income tax
benefit of $0 in 1999 and $75 in 1998..................... (927) (617) --
-------- -------- -------
NET (LOSS) INCOME........................................... $(19,329) $(20,073) $ 8,646
======== ======== =======
INCOME (LOSS) PER SHARE -- BASIC AND DILUTED:
Loss from continuing operations before discontinued
operations and extraordinary item...................... $ (0.59) $ (0.01) $ (0.11)
Discontinued operations................................... (0.29) (0.93) 0.53
Extraordinary item........................................ (0.04) (0.03) --
-------- -------- -------
Net (loss) income................................. $ (0.92) $ (0.97) $ 0.42
======== ======== =======
WEIGHTED AVERAGE SHARES OUTSTANDING -- BASIC AND DILUTED.... 22,362 22,056 17,808
======== ======== =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-25
113

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

DECEMBER 31,
-------------------
1999 1998
-------- --------

ASSETS

CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,537 $ 2,624
Accounts receivable, net.................................. 33,315 48,291
Costs and estimated earnings in excess of billings on
uncompleted contracts.................................. 5,838 735
Inventories, net.......................................... 25,566 36,353
Net assets of discontinued operations held for sale....... -- 129,539
Prepaid expenses and other current assets................. 1,433 3,861
-------- --------
Total current assets.............................. 67,689 221,403
PROPERTY, PLANT, AND EQUIPMENT, net......................... 42,430 50,476
INTANGIBLE ASSETS, net...................................... 45,593 47,401
OTHER NONCURRENT ASSETS..................................... 2,006 4,716
-------- --------
Total assets...................................... $157,718 $323,996
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.......................................... $ 11,288 $ 26,027
Accrued liabilities....................................... 32,291 30,460
Billings in excess of costs and estimated earnings on
uncompleted contracts.................................. 5,359 10,330
Postretirement healthcare and other benefits.............. 1,300 1,765
Current portion of long-term debt and capital lease
obligations............................................ 2,963 120,804
Income taxes payable...................................... -- 1,570
-------- --------
Total current liabilities......................... 53,201 190,956
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS................ 52,542 59,040
DEFERRED INCOME TAXES....................................... 704 847
OTHER LIABILITIES:
Postretirement healthcare and other benefits.............. 7,741 7,903
Other noncurrent liabilities.............................. 4,597 4,851
MINORITY INTEREST........................................... 225 194
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK.................................. 20,150 20,150
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $.0001 par value:
Class A, authorized and issued 16,250 shares at
liquidation value of $100............................. 1,625 1,625
Common stock, $.01 par value:
Class A, authorized 30,000,000 shares, issued
22,363,245 shares at December 31, 1999, and 22,361,350
shares at December 31, 1998........................... 224 224
Class B, authorized 1,150,000 shares but none issued... -- --
Paid-in capital........................................... 56,251 58,052
Accumulated deficit....................................... (39,402) (20,073)
Cumulative translation adjustment......................... (140) 385
Treasury stock, 23,422 Class A common shares at cost at
December 31, 1998...................................... -- (158)
-------- --------
Total stockholders' equity........................ 18,558 40,055
-------- --------
Total liabilities and stockholders' equity........ $157,718 $323,996
======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-26
114

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)

CUMULATIVE COMPREHENSIVE
PREFERRED COMMON PAID-IN ACCUMULATED TRANSLATION TREASURY INCOME
STOCK STOCK CAPITAL DEFICIT ADJUSTMENT STOCK (LOSS) TOTAL
--------- ------ -------- ----------- ----------- -------- ------------- --------

BALANCE, December 31, 1996...... $ -- $168 $ 36,958 $ (4,678) $ 521 $ -- $ 32,969
Net income.................... -- -- -- 8,646 -- -- $ 8,646
Currency translation
adjustment.................. -- -- -- -- (2,201) -- (2,201)
--------
Comprehensive income.......... $ 6,445 6,445
========
Issuance of shares............ 1,625 38 31,361 -- -- -- 33,024
Shares issued for CE Franklin
options..................... -- 5 2,995 (3,000) -- -- --
Preferred stock dividends..... -- -- (254) (968) -- -- (1,222)
------ ---- -------- -------- ------- ----- --------
BALANCE, December 31, 1997...... 1,625 211 71,060 -- (1,680) -- 71,216
Net loss...................... -- -- -- (20,073) -- -- $(20,073)
Currency translation
adjustment.................. -- -- -- -- 2,065 -- 2,065
--------
Comprehensive loss............ $(18,008) (18,008)
========
Issuance of shares............ -- 13 13,222 -- -- -- 13,235
Preferred stock dividends..... -- -- (1,230) -- -- -- (1,230)
Common stock dividend......... -- -- (25,000) -- -- -- (25,000)
Purchase of Class A common
stock held in treasury at
cost........................ -- -- -- -- -- (158) (158)
------ ---- -------- -------- ------- ----- --------
BALANCE, December 31, 1998...... 1,625 224 58,052 (20,073) 385 (158) 40,055
Net loss...................... -- -- -- (19,329) -- -- $(19,329)
Currency translation
adjustment.................. -- -- -- -- (525) -- (525)
--------
Comprehensive loss............ $(19,854) (19,854)
========
Issuance of shares from
treasury.................... -- -- (493) -- -- 789 296
Preferred stock dividends..... -- -- (1,308) -- -- -- (1,308)
Purchase of Class A common
stock held in treasury at
cost........................ -- -- -- -- -- (631) (631)
------ ---- -------- -------- ------- ----- --------
BALANCE, December 31, 1999...... $1,625 $224 $ 56,251 $(39,402) $ (140) $ -- $ 18,558
====== ==== ======== ======== ======= ===== ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-27
115

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
--------- --------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income......................................... $ (19,329) $ (20,073) $ 8,646
Adjustments to reconcile net (loss) income from continuing
operations to net cash provided by (used in) operating
activities --
Minority interest in loss (income) of consolidated
subsidiaries, net of distributions..................... 31 (89) 1,099
Depreciation and amortization........................... 7,476 7,739 5,760
Provision for losses on receivables..................... 836 1,107 517
Deferred income tax (benefit) provision................. (143) (103) 388
Loss (gain) on disposal of assets....................... 2,457 (52) (38)
Net loss (income) from discontinued operations.......... 6,416 20,366 (9,386)
Loss on sale of other businesses........................ 975 -- --
Loss on sale of marketable securities................... 334 -- --
Extraordinary loss on debt restructuring................ 927 617 --
Other non-cash items.................................... 405 253 938
Changes in operating assets and liabilities, net of
effect from acquired and divested businesses --
Accounts receivable................................... 12,775 (20,058) (11,457)
Net change in billings, costs, and estimated earnings
on uncompleted contracts............................. (9,085) (10,575) 8,684
Inventories........................................... 9,576 (2,341) (10,578)
Accounts payable and accrued liabilities.............. (13,837) 6,709 16,824
Prepaid expenses and other............................ 1,789 (1,338) (7,370)
--------- --------- --------
Net cash provided by (used in) operating
activities.......................................... 1,603 (17,838) 4,027
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash acquired.......... -- (8,514) (13,645)
Property additions, excluding capitalized lease assets.... (2,638) (18,124) (4,076)
Proceeds from sale of discontinued operations............. 102,439 -- --
Proceeds from sale of other businesses.................... 1,976 -- --
Proceeds from sale of marketable securities............... 24,408 -- --
Other, net................................................ 560 (303) 168
--------- --------- --------
Net cash provided by (used in) investing
activities.......................................... 126,745 (26,941) (17,553)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under bank debt................................ 31,559 240,829 51,328
Payments on bank debt..................................... (152,830) (202,779) (33,631)
Other debt (payments) borrowings, net..................... (450) (11,249) 24,721
Payments on capitalized lease obligations................. (505) (285) (1,227)
Preferred stock dividends................................. (1,568) (1,230) (1,222)
Issuance of common stock.................................. 46 13,235 18,225
Other, net................................................ (1,556) -- --
--------- --------- --------
Net cash (used in) provided by financing
activities.......................................... (125,304) 38,521 58,194
--------- --------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..................... 28 107 (171)
--------- --------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM
CONTINUING OPERATIONS..................................... 3,072 (6,151) 44,497
NET CASH USED IN DISCONTINUED OPERATIONS.................... (4,159) (3,142) (37,222)
CASH AND CASH EQUIVALENTS, beginning of year................ 2,624 11,917 4,642
--------- --------- --------
CASH AND CASH EQUIVALENTS, end of year...................... $ 1,537 $ 2,624 $ 11,917
========= ========= ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-28
116

OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Oil States
International, Inc. (Oil States) and its wholly and majority-owned subsidiaries
(collectively, the Company). On July 20, 2000, an amendment to the Certificate
of Incorporation for CONEMSCO, Inc. was filed with the State of Delaware to
change the corporate name from CONEMSCO, Inc. to Oil States International, Inc.
Oil States' subsidiaries include CECO Holdings, Inc. (CECO) and CECO's
wholly-owned subsidiaries: Oil States Industries, Inc. and its subsidiaries
(collectively, OSI) and Continental Emsco Company and its subsidiaries
(collectively, Continental Emsco). OSI's wholly-owned subsidiaries are Oil
States MCS, Inc., Oil States HydroTech Systems, Inc., Oil States Subsea
Ventures, Inc., Oil States Skagit SMATCO, Inc., Oil States Industries (UK)
Limited (OSI-UK), Oil States Industries (Asia) Pte. Ltd., and Oil States
Industries do Brasil Instalacoes Maritimas Ltda. OSI also owns a 60% interest in
Elastomeric Actuators, Inc., a joint venture with a third party. OSI-UK's
wholly-owned subsidiaries include Oil States MCS Limited (MCS Limited), and Oil
States Klaper Limited. All significant intercompany accounts and transactions
between the consolidated entities have been eliminated in the accompanying
consolidated financial statements.

The Company's controlling stockholder is SCF-III, L.P. (SCF). SCF is a
private equity investment partnership fund which specializes in the growth and
development of established companies serving the energy industry. SCF's ultimate
general partner is L.E. Simmons & Associates, Incorporated, based in Houston,
Texas.

The Company is a leading designer and manufacturer of a diverse range of
products for offshore platforms, subsea pipelines, and defense and general
industrial applications. Major product lines include flexible bearings, advanced
connectors, mooring systems, winches, services for installing and removing
offshore platforms, downhole production equipment, and custom molded products.
Sales are made primarily to major oil companies, large and small independent oil
and gas companies, drilling contractors, and well service and workover
operators.

During 1999, the Company sold all of the operating assets of CE
Distribution Services, Inc. (CE Distribution), CE Drilling Products, Inc. (CE
Drilling), CE Mobile Equipment, Inc. (CE Mobile), and its 51.8% investment in CE
Franklin, Ltd. (CE Franklin). Accordingly, for the periods presented, the
results of CE Distribution, CE Drilling, CE Mobile, and CE Franklin are shown as
discontinued operations. Charges for the estimated and realized losses on sale
of discontinued operations of $6.4 million and $22.1 million were recorded
during 1999 and 1998, respectively (see Note 17). The 1998 charge of $22.1
million includes losses from operations of $13.0 million. During the year ended
December 31, 1999, the Company sold two wholly-owned subsidiaries: H.O. Mohr
Research and Engineering, Inc. (H.O. Mohr) and Oil States Martec Crane Services,
Inc. (Martec).

During 1998, the Company completed acquisitions of Subsea Ventures, Inc.
(SVI), subsequently renamed Oil States Subsea Ventures, Inc., and Klaper (UK)
Limited (Klaper), subsequently renamed Oil States Klaper Limited. In addition,
all Class B common stock shares were exchanged, on a one-for-one basis, for
Class A common stock shares of the Company.

During 1997, the Company completed acquisitions of HydroTech Systems, Inc.
(HydroTech) subsequently renamed Oil States HydroTech Systems, Inc. and SMATCO
Industries, Inc. (SMATCO) subsequently renamed Oil States Skagit SMATCO, Inc. On
December 22, 1997, the Company purchased from Huntfield Trust Limited
(Huntfield) its 25 percent stock ownership in OSI, a subsidiary in which the
Company already owned the remaining 75 percent. The Company issued 1.0 million
shares of its Class A common stock to Huntfield in consideration for the OSI
stock.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2000 and July 31, 2000, the Company renegotiated terms with the holders of
subordinated debt totaling $7.0 million and $7.0 million, respectively. Original
maturities of the subordinated debt extending through February 2003 were
accelerated to the earlier of April 30, 2001 or upon the occurrence of a
registered public offering of capital stock, in exchange for the holders waiving
their rights to scheduled maturities of principal and interest which were due
prior to April 30, 2001. Additionally, scheduled principal payments on other
long-term debt totaling $15.5 million become due during 2001. Management's
current projections indicate that there will not be sufficient cash flow from
operations to fund these obligations. Management is currently developing a plan
whereby the Company will be combined with other companies under common majority
ownership, and the stock of the combined company would be sold in an initial
public offering. The proceeds of the offering would be used, in part, to reduce
the existing debt obligations. If management is unsuccessful in that effort,
then management's plans would be to restructure its debt obligations as well as
generate additional cash flow through asset sales.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents,
investments, receivables, payables, and debt instruments. The Company believes
that the carrying values of these instruments on the accompanying consolidated
balance sheets approximate their fair values.

Inventories

Inventories consist of oilfield products, manufactured equipment, and spare
parts for manufactured equipment. Inventories include raw materials, work in
process, finished goods, labor, and manufacturing overhead. Approximately 28%
and 35% of inventories at December 31, 1999 and 1998, respectively, is valued at
the lower of cost or market with cost determined by the last-in, first-out
(LIFO) method. Cost for the remaining inventories is determined on an average
cost or specific-identification method. If the LIFO method had not been used for
particular inventories, total inventories would have been approximately $522,000
higher than reported at December 31, 1999 and 1998. During 1999, the Company
experienced a reduction in inventories carried on a LIFO basis. The cost of
these liquidated LIFO inventories did not differ from the current cost by a
material amount.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciation is
computed using the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are capitalized and amortized over the lesser of
the life of the lease or the estimated useful life of the asset.

Expenditures for repairs and maintenance are charged to expense when
incurred. Expenditures for major renewals and betterments, which extend the
useful lives of existing equipment, are capitalized and depreciated. Upon
retirement or disposition of property and equipment, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss is recognized in the statements of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Intangible Assets

Deferred financing costs are amortized on a straight-line basis over the
lives of the respective credit agreements. Noncompete agreements are amortized
on a straight-line basis over the lives of the respective agreements. Goodwill
represents the excess of the purchase price for acquired businesses over the
allocated value of the related net assets. Goodwill is amortized on a
straight-line basis over a 40-year life.

Impairment of Long-Lived Assets

In compliance with SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the
recoverability of the carrying values of property, plant and equipment,
goodwill, and other intangible assets is assessed at a minimum annually, or
whenever, in management's judgment, events or changes in circumstances indicate
that the carrying value of such assets may not be recoverable based on estimated
future cash flows. Based on the Company's review, the carrying value of its
assets are recoverable and no impairment losses have been recorded for the
periods presented.

Foreign Currency

The functional currency for the Company's foreign subsidiaries is the local
currency. The financial statements of foreign subsidiaries are translated into
US dollars at current rates, except for sales, costs, and expenses, which are
translated at average rates during each reporting period. The cumulative effects
of translating the balance sheet accounts from the functional currency into the
US dollar are included in cumulative translation adjustments in the accompanying
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss).

Revenue and Cost Recognition

Revenue from the sale of products is recognized upon shipment to the
customer or when all significant risks of ownership have passed to the customer,
except for significant fabrication projects built to customer specifications
that have a production cycle greater than six months. Revenues from such
contracts are recognized under the percentage-of-completion method, measured by
the percentage of costs incurred to date to estimated total costs for each
contract (cost-to-cost method). Management believes this method is the most
appropriate measure of progress on large fabrication contracts. Provisions for
estimated losses on uncompleted contracts are made in the period in which such
losses are determined.

Cost of goods sold includes all direct material and labor costs and those
costs related to contract performance, such as indirect labor, supplies, tools,
and repairs. Selling, general, and administrative costs are charged to expense
as incurred.

The asset "Costs and estimated earnings in excess of billings on
uncompleted contracts" represents revenues recognized in excess of amounts
billed. The liability "Billings in excess of costs and estimated earnings on
uncompleted contracts" represents customer billings in excess of revenues
recognized.

Income Taxes

The Company follows the liability method of accounting for income taxes in
accordance with Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes." Under this method, deferred income taxes are
recorded based upon the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the underlying assets or liabilities are
recovered or settled. The Company's earnings from foreign subsidiaries are
considered to be indefinitely reinvested and, accordingly, no provision for US
federal and state income taxes has been made for these earnings. Upon
distribution of foreign subsidiary earnings in the form of dividends or

F-31
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

otherwise, the Company would be subject to both US income taxes (subject to an
adjustment for foreign tax credits) and withholding taxes payable to the various
foreign countries.

In accordance with SFAS No. 109, the Company records a valuation reserve in
each reporting period when management believes that it is more likely than not
that any deferred tax asset created will not be realized, due to historical and
anticipated results of operations. Management will evaluate the appropriateness
of the reserve in the future based upon the operating results of the Company.

Receivables and Concentration of Credit Risk

Based on the nature of its customer base, the Company does not believe that
it has any significant concentrations of credit risk other than its
concentration in the oil and gas industry. The Company performs periodic credit
evaluations of its customers' financial condition and, generally, the Company
does not require significant collateral from its domestic customers. However,
export sales are generally collateralized by bank letters of credit. At December
31, 1999, one customer trade receivable accounted for 12.9% of the total trade
receivable balance.

Reclassifications

Certain amounts in prior years' consolidated financial statements have been
reclassified to conform with the current year presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires the use
of estimates and assumptions by management in determining the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Examples of a few such
estimates include the costs associated with the disposal of discontinued
operations, including potential future adjustments as a result of contractual
agreements, revenue and income recognized on the percentage-of-completion
method, and the valuation allowance recorded on net deferred tax assets. Actual
results could differ from those estimates.

Recent Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133 -- "Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments and
hedging activities. It requires that an entity recognize all derivatives in the
statement of financial position and measure those instruments at fair value. In
June 1999, the FASB issued SFAS No. 137 -- "Accounting for Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of FASB
Statement No. 133 -- an amendment of FASB Statement No. 133," which defers the
effective date of SFAS No. 133 for one year. In June 2000, the FASB issued SFAS
No. 138 -- "Accounting for Certain Derivative Instruments and Certain Hedging
Activities -- an Amendment of FASB Statement No. 133," which amended SFAS 133.
The Company must implement SFAS No. 133 and 138 for fiscal year 2000 and has not
yet made a determination of their impact on the financial statements.

F-32
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at
December 31, 1999 and 1998, is presented below:

1999 1998
------- -------
(IN THOUSANDS)

Accounts receivable --
Trade..................................................... $31,832 $48,303
Other..................................................... 3,142 1,231
Allowance for doubtful accounts........................... (1,659) (1,243)
------- -------
$33,315 $48,291
======= =======

Provision for losses on receivables was $836,000, $1.1 million, and
$517,000 for the years ended December 31, 1999, 1998, and 1997, respectively.

1999 1998
------- -------
(IN THOUSANDS)

Inventories --
Raw materials............................................. $ 9,498 $10,571
Work in process........................................... 9,870 16,176
Finished goods and purchased products..................... 10,818 14,160
------- -------
Total inventories................................. 30,186 40,907
Inventory reserves.......................................... (4,620) (4,554)
------- -------
$25,566 $36,353
======= =======

ESTIMATED
USEFUL LIFE 1999 1998
----------- -------- --------
(IN THOUSANDS)

Property, plant, and equipment --
Land and land improvements...................... 7-20 years $ 3,074 $ 3,003
Buildings and leasehold improvements............ 2-40 years 15,742 15,498
Machinery and equipment......................... 2-29 years 34,831 39,145
Computer and office equipment................... 1-10 years 4,466 4,119
Vehicles........................................ 2-5 years 1,352 1,373
-------- --------
Total property, plant, and equipment.... 59,465 63,138
Less -- Accumulated depreciation................ (17,035) (12,662)
-------- --------
$ 42,430 $ 50,476
======== ========

Depreciation expense was $6.0 million, $6.3 million, and $3.6 million for
the years ended December 31, 1999, 1998, and 1997, respectively.

1999 1998
------- -------
(IN THOUSANDS)

Intangible assets --
Excess of costs over net assets of businesses acquired
(net of accumulated amortization of $2,857 and $1,706
at December 31, 1999 and 1998, respectively)........... $44,977 $46,064
Other identified intangibles (net of accumulated
amortization of $708 and $636 at December 31, 1999 and
1998, respectively).................................... 616 1,337
------- -------
$45,593 $47,401
======= =======

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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Other identified intangibles include deferred financing costs, covenants
not to compete, and intellectual property. Amortization expense was $1.5
million, $1.4 million, and $2.2 million for the years ended December 31, 1999,
1998, and 1997, respectively. Amortization of the deferred financing costs of
$405,000, $253,000, and $938,000 for the years ended December 31, 1999, 1998,
and 1997, respectively, was included in interest expense.

1999 1998
------- -------
(IN THOUSANDS)

Accrued liabilities --
Accrued losses associated with discontinued operations.... $13,237 $ 9,237
Accrued payroll related costs............................. 3,900 4,271
Accrued insurance......................................... 3,372 3,859
Accrued interest.......................................... 3,187 2,949
Warranty reserve.......................................... 2,206 1,689
Other..................................................... 6,389 8,455
------- -------
$32,291 $30,460
======= =======

The accrued losses associated with discontinued operations primarily
includes accruals for purchase price adjustments and outstanding claims.
Subsequent to December 31, 1999, approximately $8.7 million has been paid for
purchase price adjustments (see Note 17).

4. ACQUISITIONS AND DISPOSITIONS

Acquisitions

On July 15, 1997, the Company acquired 100% of the stock of HydroTech
located in Houston, Texas, for consideration totaling $11.6 million in cash and
preferred stock. HydroTech is a full-service provider of engineered products to
the offshore pipeline industry. HydroTech designs, manufactures, tests, and
installs many of its products for its customers. The HydroTech acquisition was
accounted for using the purchase method of accounting.

Accordingly, the purchase price was allocated to the net assets acquired
based on their estimated fair values with the balance of the purchase price,
$7.1 million, included in intangibles. During 1998, the Company repurchased
specified preferred stock under the terms of the acquisition agreement, which
reduced the total consideration paid by $2.5 million (see Note 9).

On July 31, 1997, the Company acquired 100% of the stock of SMATCO located
in Houma, Louisiana, for consideration totaling $16.7 million comprised of cash,
notes payable and convertible preferred stock. SMATCO designs and manufactures a
complete line of marine winches for the offshore service boat industry. The
SMATCO purchase was accounted for using the purchase method of accounting.
Accordingly, the purchase price was allocated to the net assets acquired based
on their estimated fair values with the balance of the purchase price, $15.2
million, included in intangibles.

On February 27, 1998, the Company acquired 100% of the stock of SVI for
consideration totaling $12.5 million in cash, debt, and common stock. SVI is a
Houston, Texas-based company that manufactures and services auxiliary structures
for subsea blowout preventors and subsea production systems. The SVI purchase
was accounted for using the purchase method of accounting. Accordingly, the
purchase price paid was allocated to the net assets acquired based on their
estimated fair values with the balance of the purchase price, $8.4 million,
included in intangibles.

On April 1, 1998, the Company acquired a portion of the assets and
liabilities of Klaper, a company located in the United Kingdom (UK), for a
purchase price of $5.7 million. Klaper provides repair and maintenance services
for blowout preventors and drilling risers used in offshore marine drilling. The
Klaper
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

purchase was accounted for using the purchase method of accounting. Accordingly,
the purchase price was allocated to the net assets acquired based on their
estimated fair values with the balance of the purchase price, $2.8 million,
included in intangibles.

The following unaudited pro forma supplemental information presents
consolidated results of operations as if the Company's prior year acquisitions
had occurred on January 1, 1997 (in thousands, except per share amounts):

1998 1997
-------- --------

Sales....................................................... $233,880 $156,167
Income (loss) from continuing operations.................... 816 (1,853)
Income (loss) per share -- basic and diluted................ (0.02) (0.17)

Dispositions

On April 30, 1999, the Company sold the stock of H.O. Mohr for $1.7 million
in cash. The transaction resulted in a gain on sale of $160,000.

On July 1, 1999, the Company sold all the operating assets of Martec for
$100,000 in cash and $726,000 in notes receivable. The Company collected
$180,000 and reserved the remaining balance of the notes as it appears that full
collectibility is doubtful. The transaction resulted in a loss on sale of $1.1
million.

See Note 17 related to the disposition of businesses reported as
discontinued operations.

5. LONG-TERM DEBT

As of December 31, 1999 and 1998, long-term debt consisted of the following
(in thousands):

1999 1998
------- ---------

US revolving credit facilities, weighted average rate of
7.9% and 6.9% for 1999 and 1998, respectively............. $ -- $ 87,000
US term loans, weighted average rate of 7.3% and 8.4% for
1999 and 1998, respectively............................... -- 30,800
UK revolving credit facilities, weighted average rate of
7.9% and 8.8% for 1999 and 1998, respectively............. 4,539 3,254
UK term loans, weighted average rate of 7.6% and 9.2% for
1999 and 1998, respectively............................... -- 4,341
Subordinated debt........................................... 14,000 16,404
Subordinated note payable to shareholders................... 25,000 25,000
Subordinated note payable to Hunting........................ 10,949 10,949
Other debt.................................................. 100 721
------- ---------
Total debt........................................ 54,588 178,469
Less- Current maturities.................................... (2,600) (120,217)
------- ---------
Total long-term debt.............................. $51,988 $ 58,252
======= =========

Bank Debt

On March 31, 1998, the Company entered into a new credit agreement (the
1998 Agreement) with a consortium of lenders providing for borrowings totaling
$175.0 million. The 1998 Agreement provided for $35.0 million of term advances
and up to $120.0 million of borrowings on a revolving basis to the Company. The
1998 Agreement also provided for $5.0 million of term advances and up to $15.0
million of borrowings on a revolving basis to UK operations. The loans to UK
operations are denominated and payable in British

F-35
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

pounds. The 1998 Agreement provided for the issuance of letters of credit, such
issuance reducing the amount available for borrowing under the revolving portion
of the credit facility. The 1998 Agreement also contained several additional
options to borrow funds for temporary cash management purposes. The 1998
Agreement had a scheduled termination date of June 30, 2000.

The term advances under the 1998 Agreement contained required repayments of
$1.6 million per calendar quarter, beginning on June 30, 1998. Borrowings under
the 1998 Agreement carried variable interest rates based upon prime, eurodollar,
or sterling rates plus a spread based upon the Company's senior debt to earnings
before interest, taxes, depreciation and amortization (EBITDA) ratio. The
commitment fee on the unused portion of the facility was 0.375% at December 31,
1999, and was subject to change based upon the Company's senior debt to EBITDA
ratio. Borrowings under the 1998 Agreement were secured by a security interest
in substantially all accounts receivable and inventory of the Company in the US
and the UK and a pledge of the stock of specified subsidiaries. Among other
requirements, the Company was required to maintain financial ratios and meet net
worth and indebtedness tests specified in the 1998 Agreement.

In 1999, the Company and the banks party thereto entered into three
separate amendments (the 1999 Amendments) to the 1998 Agreement. The 1999
Amendments resulted in, but were not limited to, the following actions. The
banks agreed to forbear from exercising, through March 31, 2000, any of their
rights as a result of the Company's failure to comply with all of the financial
covenants set forth in the 1998 Agreement. The scheduled termination date of the
1998 Agreement was also changed to March 31, 2000. The interest rate was
increased to the bank base rate plus 0.5%. The lending commitments were
incrementally reduced to $15.0 million of borrowings on a revolving basis to US
operations and $10.0 million of borrowings to UK operations. Substantially all
of the Company's fixed assets were pledged as additional security for the
borrowings. The divestiture transactions discussed in Note 15 were approved and
guidelines were established for payment of debt with the proceeds of the
divestitures and the sales of the marketable securities. As a result of the
divestitures and sales of the marketable securities, all of the Company's US
borrowings and the UK term borrowings under the 1998 Agreement were paid in full
by September 1999.

On March 1, 2000, the Company entered into a new credit agreement (the 2000
Agreement) providing for borrowings totaling $25.9 million for US operations.
From the proceeds of the initial borrowings, all US borrowings during 2000 under
the 1998 Agreement described above were repaid on March 1, 2000. The 2000
Agreement provides for $4.9 million of term advances and up to $21.0 million of
borrowings on a revolving basis to the Company. The 2000 Agreement provides for
the issuance of letters of credit, such issuance reducing the amount available
for borrowing under the revolving portion of the facility. On March 1, 2000,
$12.4 million was available to borrow under the revolving portion of the 2000
Agreement. The 2000 Agreement has a scheduled termination date of March 1, 2003.
The term advances are payable in 59 monthly principal installments of $81,740
with the remainder due March 1, 2003. Borrowings under the 2000 Agreement carry
variable interest rates payable monthly based upon prime, or eurodollar rate
plus 2.25%, for the revolving loans and prime plus 0.25%, or eurodollar rate
plus 2.5%, for the term loans. The commitment fee on the unused portion of the
revolving facility is 0.375% per annum. The 2000 Agreement is secured by
substantially all of the Company's assets and contains customary representations
and warranties and events of default. The 2000 Agreement also requires
compliance with a number of affirmative, negative, and financial covenants,
including a limitation on the incurrence of indebtedness and a requirement that
the Company maintain a specified net worth.

On March 3, 2000, the Company entered into a new overdraft credit facility
providing for borrowings totaling L5.0 million for UK operations, which
converted to approximately $7.9 million. Interest is payable quarterly at a
margin of 1.90% per annum over the bank's variable base rate. All borrowings
under this facility are payable on demand. The UK facility is renewable with a
scheduled review date of March 2, 2001. The Company intends to renew this
facility at that time.

F-36
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In conjunction with executing the 1998 Agreement on March 31, 1998, the
Company recognized an extraordinary charge, net of tax benefit, of $617,000. In
conjunction with executing the 1999 Amendments during the year, the Company
recognized an extraordinary charge of $927,000. These extraordinary charges are
due to the write-off of deferred financing costs related to the Company's credit
facilities.

Subordinated and Other Affiliated Debt

The Company has subordinated notes payable to Hunting Oilfield Services
(International), Ltd. (Hunting), a related party of the Company, totaling $10.9
million. $10.4 million is due on May 17, 2001, and the remaining $500,000 is due
September 30, 2001. These notes carry an interest rate of 7.75% in 1998, 8.25%
in 1999, and 8.50% thereafter. Accrued interest is payable on March 31 of each
year; however, interest payments are only required to be made if specified
cumulative EBITDA thresholds are met. The Company did not meet EBITDA thresholds
for 1999. As of December 31, 1999, interest of $903,000 had been accrued but not
paid. Interest does not accrue on any accrued interest that is not payable due
to the failure to meet any EBITDA threshold. All unpaid accrued interest will be
payable on the maturity date of the notes.

On July 31, 1997, the Company issued subordinated promissory notes totaling
$7.0 million payable to the stockholders of an acquired company. Principal on
these notes is payable in the amounts of $2.0 million on July 31, 2000, $2.0
million on July 31, 2001, and $3.0 million on July 31, 2002. These notes carry
an interest rate of 8.0% with interest payable on July 31 of each year,
beginning July 31, 1998. If the Company is in default under any of its senior
debt, the noteholders may not receive any principal or interest payments for 180
days following the default or event of default. See Note 20.

On February 28, 1998, the Company issued subordinated promissory notes
totaling $7.5 million payable to former SVI stockholders in conjunction with the
SVI acquisition. Principal on these notes is payable in the amounts of $500,000
on August 31, 2000, $500,000 on February 28, 2001, $1.5 million on August 31,
2001, $1.5 million on February 28, 2002, $1.5 million on August 31, 2002, and
$1.5 million on February 28, 2003. Payments of $450,000 have been made as of
December 31, 1999. These notes carry an interest rate of 8.0% with interest
payable on the last day of February 1999 and 2000, and on each payment date
thereafter. If the Company is in default under any of its senior debt, the
noteholders may not receive any principal or interest payments for 180 days
following the default or event of default. See Note 20.

On July 31, 1998, the Company issued a subordinated promissory note payable
in the amount of $2.0 million to Sooner Pipe & Supply Corporation (Sooner), a
company controlled by an SCF-managed partnership, in conjunction with an
acquisition of assets. Principal and accrued interest is payable on this note in
two installments of $1.0 million plus accrued interest at 6.0% on July 31, 1999
and 2000. During 1999, this note was canceled in conjunction with the sale of
assets to Sooner (see Notes 15 and 17).

On December 31, 1998, the Company declared a dividend in the form of a
subordinated note payable to SCF-III, L.P., acting as agent for all of the
common stockholders of the Company, in the amount of $25.0 million. Principal
and accrued interest at 6.0% are due on December 31, 2005 (see Note 15).

F-37
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Scheduled maturities of long-term debt (other than capitalized lease
obligations) as of December 31, 1999, are as follows (in thousands):

YEAR ENDING DECEMBER 31,
------------------------

2000...................................................... $ 2,600
2001...................................................... 19,488
2002...................................................... 6,000
2003...................................................... 1,500
2004...................................................... --
Thereafter................................................ 25,000
-------
$54,588
=======

6. CAPITALIZED AND OPERATING LEASE OBLIGATIONS

The Company leases a portion of its equipment, office space, computer
equipment, automobiles, and trucks under leases which expire at various dates.
The gross amount of assets recorded under capital leases as of December 31, 1999
and 1998, is as follows (in thousands):

1999 1998
------ ------

Building.................................................... $ 15 $ 15
Machinery and equipment..................................... 1,019 1,019
Computer and office equipment............................... 154 154
Vehicles.................................................... 769 751
------ ------
$1,957 $1,939
====== ======

Minimum future lease obligations in effect at December 31, 1999, are as
follows (in thousands):

CAPITALIZED OPERATING
LEASES LEASES
----------- ---------

2000........................................................ $ 363 $ 2,333
2001........................................................ 387 1,843
2002........................................................ 134 1,083
2003........................................................ 30 806
2004........................................................ 3 774
Thereafter.................................................. -- 4,460
----- -------
Total..................................................... 917 $11,299
===== =======
Less -- Current portion........................... (363)
-----
Noncurrent liability...................................... $ 554
=====

Rental expense under operating leases was $2.5 million, $2.1 million, and
$3.7 million for the years ended December 31, 1999, 1998, and 1997,
respectively. Amortization of assets under capital lease is included in
depreciation expense (see Note 3).

F-38
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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. POSTRETIREMENT HEALTHCARE AND OTHER INSURANCE BENEFITS

The Company provides healthcare and other insurance benefits, primarily
life, for eligible active and retired employees. The healthcare plans are
contributory and contain other cost-sharing features such as deductibles,
lifetime maximums, and co-payment requirements. The following tables are in
thousands.

1999 1998
------- -------

Changes in accumulated postretirement benefit obligation --
Benefit obligation at beginning of year................... $ 9,663 $10,644
Service cost, benefits earned during the period........... 24 27
Interest cost on accumulated postretirement benefit
obligation............................................. 615 690
Benefits paid............................................. (1,271) (1,698)
Prior service cost........................................ 942 --
------- -------
Benefit obligation at end of year......................... $ 9,973 $ 9,663
======= =======

1999 1998 1997
---- ---- ----

Components of net periodic benefit cost --
Service cost, benefits earned during the period........... $ 24 $ 27 $ 38
Interest cost on accumulated postretirement benefit
obligation............................................. 615 690 752
Amortization of net gain.................................. -- (43) --
Amortization of prior service cost........................ 10 -- --
---- ---- ----
Total net periodic benefit cost........................... $649 $674 $790
==== ==== ====

1999 1998
------- -------

Accumulated postretirement benefit obligation --
Retirees and dependent spouses............................ $ 9,159 $ 8,503
Fully eligible active plan participants................... 814 339
Other active plan participants............................ -- 821
------- -------
Total accumulated postretirement benefit obligation....... 9,973 9,663
Unrecognized prior service cost........................... (932) --
Unrecognized net gain..................................... -- 5
------- -------
Total liability included in the consolidated
balance sheets................................. 9,041 9,668
Less -- Current portion..................................... (1,300) (1,765)
------- -------
Noncurrent liability.............................. $ 7,741 $ 7,903
======= =======

The healthcare plans are not funded, and the Company's policy is to pay
these benefits as they are incurred.

The accumulated benefit obligation was determined under an actuarial
assumption using a healthcare cost trend rate of 7.00% in 1999, gradually
declining to 5.50% in the year 2001 and thereafter over the projected payout
period of the benefits. The accumulated benefit obligations were determined
using an assumed discount rate of 7.75% and 7.00% at December 31, 1999 and 1998,
respectively. Under the plan's provisions, the Company's prescription costs are
capped at annual benefit limits. Retirees are assumed to pay the portion of
future prescription costs above the capped limit.

A one-percentage-point increase or decrease in the assumed healthcare cost
trend rates would result in an increase of $203,000 and a decrease of $250,000,
respectively, to the accumulated postretirement benefit obligation at December
31, 1999. The effect of such a change would be immaterial to net periodic
benefit cost.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. RETIREMENT PLANS

The Company sponsors a number of defined contribution plans. Participation
in these plans is available to substantially all employees.

US employees of the Company participate in the CE Retirement Savings Plan
(the Savings Plan). Employees are eligible to participate in the Savings Plan
following their dates of hire. Additionally, under the terms of the Savings
Plan, the Company contributes 2% of the employees' base pay as well as matching
100% of the first 2% and 25% of the next 4% of the employees' pretax
contributions. Employees may also receive an additional discretionary
profit-sharing contribution of up to an additional 75% of pretax contributions
between 3% and 6% of pay, depending upon financial performance.

Employees of OSI-UK and MCS Limited participate in the Oil States
Industries (UK) Limited Retirement Plan. Under the terms of this defined
contribution plan, the Company contributes between 5% to 10% of each employee's
base salary and may contribute an additional discretionary amount between 3% to
6% of each employee's base salary dependent upon OSI-UK and MCS Limited meeting
specified performance targets. The percentage of Company contributions which an
employee receives is based on the employee's salary level within specified
salary ranges.

Employees of Oil States Klaper Limited may contribute to a personal pension
arrangement. The Company may contribute an amount at their discretion. Since the
acquisition of Oil States Klaper Limited in 1998, the Company has contributed
between 2% to 4% of each employee's base salary.

The Company recognized expense of $1.9 million, $1.7 million, and $1.4
million related to its various defined contribution plans during the years ended
December 31, 1999, 1998, and 1997, respectively.

9. REDEEMABLE PREFERRED STOCK

Redeemable preferred stock outstanding as of December 31, 1999 and 1998, is
as follows (dollar amounts in thousands):

SHARES
OUTSTANDING 1999 1998
----------- ------- -------

Series A Cumulative Preferred Stock................... 143,000 $14,300 $14,300
Series A Exchangeable Cumulative Preferred Stock...... 20,000 2,000 2,000
Series B Exchangeable Cumulative Preferred Stock...... 38,500 3,850 3,850
------- -------
$20,150 $20,150
======= =======

Series A Cumulative Preferred Stock

As of December 31, 1999 and 1998, the Company had 143,000 shares of Series
A Cumulative Preferred Stock (Series A Preferred Stock), issued and outstanding
with a par value of $100 per share. The stock was issued to LTV Corporation
(LTV) in conjunction with the acquisition of the Company in 1995. Holders of the
Series A Preferred Stock are entitled to cumulative quarterly dividends which
commenced on September 15, 1995, at the annual rate of 7.0% ($7.00 per share).
As of December 31, 1999, dividends of $42,000 had been accrued but not paid.
This amount is reported on the balance sheet as an accrued liability. The
holders of Series A Preferred Stock are not entitled to vote, except as
specified in the Series A Preferred Stock designation. The holders (voting
separately as a class) are entitled to elect additional directors of the Company
if, at any time, dividends of the Company are in arrears in an amount equal to
six quarterly dividends. The Company or the holders of the Series A Preferred
Stock may, at either party's option, redeem all or any part of the Series A
Preferred Stock, at $100 per share (plus accrued and unpaid dividends)
commencing September 15, 2000. (See Note 20). On September 15, 2005, the Company
is required to redeem all of the then outstanding Series A Preferred Stock at
$100 per share (plus accrued and unpaid
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dividends). In the event of involuntary liquidation, the holders of the Series A
Preferred Stock would be entitled, after the payment of all debts, to $100 per
share, plus accrued and unpaid dividends, before any distribution or payments to
the common stockholders. If, upon liquidation, the remaining assets of the
Company are insufficient to pay the holders of the Series A Preferred Stock the
full amount to which they are entitled, the holders shall share ratably among
themselves in any distributions according to the respective amounts payable if
shares were paid in full.

Series A Exchangeable Cumulative Preferred Stock

On July 15, 1997, the Company issued 45,000 shares of preferred stock
having a par value of $0.0001 per share, in connection with the acquisition of
HydroTech. These shares designated as Series A Exchangeable Cumulative Preferred
Stock (Series A Exchangeable Preferred Stock) have a liquidation value of $100
per share, plus any accrued and unpaid dividends, less any amounts due from
former HydroTech stockholders. The acquisition agreement with HydroTech provided
that 25,000 shares of the Series A Exchangeable Preferred Stock be placed in
escrow and be released in accordance with earn-out requirements specified in the
acquisition agreement. Holders of the Series A Exchangeable Preferred Stock are
entitled to cumulative annual dividends commencing on July 15, 1998, at the
annual rate of 7.0% ($7.00 per share). As of December 31, 1999, dividends of
$64,000 had been accrued but not paid. This amount is reported on the balance
sheet as an accrued liability. Each share of Series A Exchangeable Preferred
Stock is exchangeable, provided written notice is given between June 13, 2002,
and July 13, 2002, into a number of shares of the Company's Class A common stock
determined by dividing the liquidation value as of the conversion date by the
exchange price. The exchange price is defined as $15.00 plus 80% times the
excess of the fair market value of the Company's common stock on the date of
exchange over $15.00. All unexchanged shares of Series A Exchangeable Preferred
Stock outstanding on July 15, 2002, will automatically be redeemed at a
redemption price equal to liquidation value. The Company also has the option,
upon the occurrence of events specified in the Series A Exchangeable Preferred
Stock certificate of designation, to redeem all or any portion of the Series A
Exchangeable Preferred Stock at a redemption price equal to liquidation value.
The holders of Series A Exchangeable Preferred Stock are not entitled to vote.
During 1998, the Company purchased the 25,000 shares placed in escrow for $0.01
per share in accordance with the provisions of the acquisition agreement as
HydroTech failed to meet the specified earn-out requirements. The difference of
$2.5 million was treated as a reduction in goodwill.

Series B Exchangeable Cumulative Preferred Stock

On July 15, 1997, the Company issued 38,500 shares of preferred stock
having a par value of $0.0001 per share, in connection with the acquisition of
HydroTech. These shares designated as Series B Exchangeable Cumulative Preferred
Stock (Series B Exchangeable Preferred Stock) have a liquidation value of $100
per share, plus any accrued and unpaid dividends, less any amounts due from
former HydroTech stockholders. Holders of the Series B Exchangeable Preferred
Stock are entitled to cumulative annual dividends commencing on July 15, 1998,
at the annual rate of 3.1% ($3.10 per share). As of December 31, 1999, dividends
of $55,000 had been accrued but not paid. This amount is reported on the balance
sheet as an accrued liability. Each share of Series B Exchangeable Preferred
Stock is exchangeable, prior to July 15, 2004, into a number of shares of the
Company's Class A common stock determined by dividing the liquidation value as
of the conversion date by the exchange price of $12.80 per share. All
unexchanged shares of Series B Exchangeable Preferred Stock outstanding on July
15, 2004, will automatically be redeemed at a redemption price equal to
liquidation value. The Company also has the option, upon the occurrence of
events specified in the Series B Exchangeable Preferred Stock certificate of
designation, to redeem all or any portion of the Series B Exchangeable Preferred
Stock at a redemption price equal to liquidation value. The holders of Series B
Exchangeable Preferred Stock are not entitled to vote.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. CONVERTIBLE PREFERRED STOCK

On July 31, 1997, the Company issued 16,250 shares of preferred stock
having a par value of $0.0001 per share, in connection with the acquisition of
SMATCO. These shares, designated as Series A Convertible Cumulative Preferred
Stock (Convertible Preferred Stock), have a liquidation value of $100 per share,
plus any accrued and unpaid dividends. Holders of the Convertible Preferred
Stock are entitled to cumulative annual dividends commencing on July 31, 1998,
at the annual rate of 3.0% ($3.00 per share). As of December 31, 1999, dividends
of $20,000 had been accrued but not paid. This amount is reported on the balance
sheet as an accrued liability. Each share of Convertible Preferred Stock is
convertible into a number of shares of the Company's Class A common stock
determined by dividing the liquidation value as of the conversion date by the
conversion price of $15.00 per share. Conversion is optional, prior to August 1,
2002, subject to the occurrence of events specified in the Convertible Preferred
Stock certificate of designation. On August 1, 2002, each share of Convertible
Preferred Stock outstanding shall automatically convert as described above. Upon
the occurrence of events specified in the Convertible Preferred Stock
certificate of designation, the Company has the option to redeem all or any
portion of unconverted Convertible Preferred Stock at liquidation value (See
Note 20). The holders of Convertible Preferred Stock are not entitled to vote.

11. INCOME (LOSS) PER SHARE

In thousands, except per share amounts:

FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1999 1998 1997
--------- -------- --------

(Loss) income from continuing operations before
discontinued operations and extraordinary item....... $(11,986) $ 910 $ ( 740)
Less: Preferred stock dividends........................ (1,308) (1,230) (1,222)
-------- ------- -------
(Loss) income available to common shareholders from
continuing operations before discontinued operations
and extraordinary item............................... $(13,294) $ (320) $(1,962)
======== ======= =======
Income (loss) per share -- basic and diluted:
Loss from continuing operations before discontinued
operations and extraordinary item................. $ (0.59) $ (0.01) $ (0.11)
Discontinued operations.............................. (0.29) (0.93) 0.53
Extraordinary item................................... (0.04) (0.03) --
-------- ------- -------
Net (loss) income............................ $ (0.92) $ (0.97) $ 0.42
======== ======= =======
Weighted average shares outstanding -- basic and
diluted.............................................. 22,362 22,056 17,808
======== ======= =======

Basic income (loss) per share amounts are based on the weighted average
number of common shares outstanding during the period. Diluted income per share
would include additional common shares that would have been outstanding if
potential common shares with a dilutive effect had been issued, however no
additional common shares were included in the calculation of diluted income per
share as the effect of the outstanding securities was anti-dilutive. Excluded
from the computation of diluted earnings per share are securities outstanding at
December 31, 1999, 1998 and 1997 that could potentially dilute basic earnings
per share of 1.2 million shares, 2.2 million shares, and 2.5 million shares of
common stock, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

was based on the Company's 1998 earnings per share, could not be properly
calculated due to the Company's negative earnings per share in 1998. As an
alternative, in December 1999, the Board of Directors approved the issuance of
four additional shares for each share purchased in connection with the January
and March 1998 stock offerings. In addition, the stockholders that did not
purchase stock pursuant to those offerings were offered the right to purchase a
pro-rata portion of additional shares in accordance with their stock holdings at
a share price of $2 per share plus a 12% annual interest factor taken into
consideration from the time of those offerings. In February 2000, the Company
issued 4,291,427 of additional shares related to those offerings. Those
offerings are also subject to preemptive rights in favor of the holders of the
Company's Series A and Series B Exchangeable Preferred Stock to purchase Class A
common stock at fair value. To date, no Class A common stock has been issued
pursuant to those rights as they relate to the offerings in 1998. The Company
does not expect that the amount of additional shares to be issued pursuant to
such preemptive rights will be material to the Company's financial position.

Effective December 31, 1997, the Company acquired all options to purchase
the common stock of CE Franklin Ltd. held by three of its stockholders in
exchange for 500,000 shares of its Class A common stock at an aggregate value of
$5 million. The aggregate consideration paid by such stockholders in November
1995 for such options was $2 million. The number of shares issued to these
stockholders was to be increased in the event that there was no initial public
offering of the Company's stock in 1998 and an earning-per-share threshold was
not reached. The formula for determining the number of additional shares to be
issued, which was based on the Company's 1998 earnings per share, could not be
properly calculated due to the Company's negative earnings per share in 1998. As
an alternative, the Company issued 500,000 additional shares to these
stockholders in March 2000.

12. INCOME TAXES

The components of the income tax provision for continuing operations before
extraordinary items for the years ended December 31, 1999, 1998, and 1997,
consist of the following (in thousands):

1999 1998 1997
------ ------ ------

Current --
Federal.................................................. $1,058 $1,306 $1,275
State.................................................... (62) 226 (24)
Foreign.................................................. 292 2,282 1,509
------ ------ ------
1,288 3,814 2,760
------ ------ ------
Deferred --
Federal.................................................. (239) -- 607
State.................................................... -- -- 69
Foreign.................................................. 96 (103) (288)
------ ------ ------
(143) (103) 388
------ ------ ------
Total provision.................................. $1,145 $3,711 $3,148
====== ====== ======

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The provision for taxes for continuing operations, before extraordinary
items, differs from an amount computed at statutory rates as follows for the
years ended December 31, 1999, 1998, and 1997 (in thousands):

1999 1998 1997
------- ------ ------

Federal tax expense at statutory rates.................... $(3,675) $1,581 $1,192
Foreign income tax rate differential...................... 151 (202) (127)
Nondeductible expenses.................................... 835 623 91
Net operating loss not benefited.......................... 2,741 -- --
Net utilization of net operating loss not benefited....... -- -- (373)
State taxes............................................... (62) 29 46
Amortization of noncompete agreement...................... -- -- 567
Adjustment of valuation allowance......................... 1,279 1,250 1,588
Other..................................................... (124) 430 164
------- ------ ------
Net income tax provision........................ $ 1,145 $3,711 $3,148
======= ====== ======

The significant items giving rise to the deferred tax assets and
liabilities as of December 31, 1999 and 1998, are as follows (in thousands):

1999 1998
------- --------

Deferred tax assets --
Net operating loss carryforward........................... $39,646 $ 42,946
Allowance for doubtful accounts........................... 570 424
Inventory................................................. 798 858
Employee benefits......................................... 2,799 3,305
Other, net................................................ 3,423 1,581
------- --------
Total deferred tax assets................................. 47,236 49,114
Less -- Valuation allowance............................... (44,558) (46,511)
------- --------
Net deferred tax assets................................... 2,678 2,603
------- --------
Deferred tax liability --
Depreciation.............................................. (2,893) (3,014)
Other..................................................... (489) (436)
------- --------
Total deferred tax liability.............................. (3,382) (3,450)
------- --------
Net deferred tax liability................................ $ (704) $ (847)
======= ========

For income tax reporting purposes, the Company has net operating loss
carryforwards of approximately $116.6 million for regular income taxes which
will expire in the years 2000 through 2018. The Company's net operating loss
carryforwards are subject to limitations under Section 382 of the Internal
Revenue Code of 1986. Based on these limitations, the years the carryforwards
expire, and the uncertainty in achieving levels of taxable income required for
their utilization, the Company has provided a valuation allowance on these
carryforwards. The Company has a federal alternative minimum tax net operating
loss carryforward of $84.1 million which will expire in the years 2000 through
2018.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the years ended December 31, 1999, 1998, and 1997, for
interest and income taxes from continuing and discontinued operations was as
follows (in thousands):

1999 1998 1997
------ ------- ------

Interest.................................................. $6,677 $ 9,681 $8,225
Income taxes, net of refunds.............................. 3,251 10,977 4,416

The following noncash transactions have been excluded from the consolidated
statements of cash flows for the years ended December 31, 1999, 1998, and 1997
(in thousands):

1999 1998 1997
------- ------ -------

Common stock issued for acquisitions..................... $ -- $1,000 $ --
Preferred stock issued for acquisitions.................. -- -- 9,975
Debt issued for acquisitions............................. -- 7,450 7,000
Common stock issued for minority interest................ -- -- 10,000
Noncash consideration received for businesses sold....... 57,421 -- --
Assets financed through capital lease obligations........ 158 273 627

The Company had no acquisitions in 1999. Components of cash used for
acquisitions as reflected in the consolidated statements of cash flows for the
year ended December 31, 1998 and 1997, are summarized as follows (in thousands):

1998 1997
------- --------

Fair value of assets acquired, excluding cash............... $26,634 $ 44,541
Liabilities assumed......................................... (9,670) (13,921)
Noncash consideration....................................... (8,450) (16,975)
------- --------
Cash used in acquisition of businesses...................... $ 8,514 $ 13,645
======= ========

14. COMMITMENTS AND CONTINGENCIES

The Company is involved in various claims, lawsuits, and other proceedings
relating to a wide variety of matters. While uncertainties are inherent in the
final outcome of such matters, and it is presently impossible to determine the
actual costs that ultimately may be incurred, management believes that the
resolution of such uncertainties and the incurrence of such costs will not have
a material adverse effect on the Company's consolidated financial position,
results of operations, or liquidity.

LTV, the former owner of the Company, under the terms of the stock purchase
agreement, has indemnified the Company of all claims and contingencies,
threatened or pending, relating to business activities prior to August 1, 1995.
Specifically, claims involving environmental remediation, product warranty,
legal actions, workers' compensation issues, and various federal, state, and
sales tax matters related to pre-August 1995 business transactions are the
financial responsibility of LTV. The financial responsibilities are initially
satisfied through the reserves assumed as part of the acquisition. To the extent
that claims exceed $2.2 million, the original allowance, all amounts will be
paid by LTV.

The Company has warranted items related to the sale of CE Drilling and CE
Distribution (see Note 17), subject to threshold amounts defined in the
respective agreements. The Company believes all amounts have been properly
reflected in the accompanying consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. RELATED-PARTY TRANSACTIONS

SCF, from time to time, serves as financial advisor as the Company explores
future opportunities for mergers, acquisitions, or divestitures. Professional
advisory fees and out-of-pocket expenses totaling approximately $118,000,
$11,000 and $217,000 were paid to L.E. Simmons & Associates, Incorporated, in
1999, 1998 and 1997, respectively.

In the normal course of business, the Company transacts with Hunting.
However, these amounts were insignificant for the years presented.

On December 31, 1998, the Company declared a $25.0 million dividend in the
form of a subordinated note payable to SCF-III, L.P., acting as agent for all
common stockholders of the Company (see Note 5).

During 1998, the Company acquired certain assets from Sooner for $3.8
million. These assets were sold during 1999 and are included in discontinued
operations (see Notes 5 and 17).

During 1999, Hunting indemnified the Company for a liability incurred in
1998 relating to assets sold to the Company in 1996 for $1.8 million.

During 1997, the Company entered into loan agreements with EnSerCo, L.L.C.
(EnSerCo), for unsecured promissory notes totaling $24.8 million. The Company
also paid commitment fees totaling $400,000 to EnSerCo during 1997, as specified
in the agreements. EnSerCo is a limited liability company that provides various
forms of capital to the energy service and equipment industry. Affiliates of
Enron Capital & Trade Resources Corp. own 50% of EnSerCo while the remaining 50%
is owned by SCF-III, L.P. (see Note 5). On March 31, 1998, these notes were paid
in full.

16. STOCK-BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation," which requires the Company to
record stock-based compensation at fair value. The Company has adopted the
disclosure requirements of SFAS No. 123 and has elected to record employee
compensation expense in accordance with Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees."

The Company accounts for its employee stock-based compensation plan under
APB Opinion No. 25 and its related interpretations. Accordingly, any deferred
compensation expense is recorded for stock options based on the excess of the
market value of the common stock on the date the options were granted over the
aggregate exercise price of the options. This deferred compensation is amortized
over the vesting period of each option. The Company is authorized to grant two
million stock options under the 1996 Equity Participation Plan (the Stock Option
Plan) to employees, consultants, and directors with amounts, exercise prices,
and vesting schedules determined by the Company's compensation committee. As the
exercise price of options granted under the Stock Option Plan have been equal to
or greater than the market price of the Company's stock on the date of grant, no
compensation expense related to this plan has been recorded. Had compensation
expense for its Stock Option Plan been determined consistent with SFAS No. 123,
the Company's net income (loss) and earnings per share at December 31, 1999,
1998, and 1997, would have been as follows (in thousands, except per share
amounts):

1999 1998 1997
-------- -------- ------

Net loss --
As reported.......................................... $(19,329) $(20,073) $8,646
Pro forma............................................ (19,032) (20,722) 8,570
Pro forma income (loss) per share -- basic and
diluted.............................................. $ (0.91) $ (1.00) $ 0.41

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

STOCK OPTION PLAN
--------------------------
WEIGHTED
AVERAGE
OPTIONS EXERCISE PRICE
--------- --------------

Balance at December 31, 1996................................ 865,800 $2.09
Granted................................................... 924,650 6.58
Exercised................................................. -- --
Forfeited................................................. (58,900) 2.09
---------
Balance at December 31, 1997................................ 1,731,550 4.53
Granted................................................... 227,500 8.68
Exercised................................................. (3,750) 2.09
Forfeited................................................. (371,400) 6.31
---------
Balance at December 31, 1998................................ 1,583,900 4.60
Granted................................................... -- --
Exercised................................................. (138,017) 2.09
Forfeited................................................. (840,983) 4.75
---------
Balance at December 31, 1999................................ 604,900 4.95
=========
Exercisable at December 31, 1997............................ 381,192 2.09
Exercisable at December 31, 1998............................ 823,072 3.40
Exercisable at December 31, 1999............................ 449,275 4.12

At December 31, 1999, 1,253,333 options were available for future grant
under the Stock Option Plan. The exercise price of options outstanding under the
Stock Option Plan at December 31, 1999, ranged from $2.09 to $10.00 per share
with a weighted average of approximately $4.12 per share. The weighted average
contractual life of options outstanding at December 31, 1999, was 4.86 years.

The weighted average fair values of options granted during 1998 and 1997
were $1.11 per share and $0.69 per share, respectively. The fair value of each
option grant is estimated on the date of grant using the Black-Scholes option
pricing model with the following weighted average assumptions used for grants in
1998 and 1997, respectively: risk-free interest rates of 5.5% and 6.3%, no
expected dividend yield, expected lives of 5.1 years and 6.1 years, and no
expected volatility.

17. DISCONTINUED OPERATIONS

On May 28, 1999, in one transaction, CE Distribution sold all of its
distribution net assets for two senior subordinated notes receivable totaling
$30.0 million and the Company sold its 51.8% investment in CE Franklin for
marketable securities with a fair market value of $24.7 million on the date of
sale. The combined transaction resulted in a loss on sale of approximately $17.2
million, net of income tax benefit of $185,000. Included in the loss on sale is
a provision for operating losses of $12.4 million, net of income tax benefit of
$805,000, recorded during the phase out period. In June 1999, one of the senior
subordinated notes in the amount of $14.5 million, plus accrued interest at
LIBOR plus 2.75%, was paid in full. In July 1999, the second senior subordinated
note in the amount of $15.5 million, plus accrued interest at LIBOR plus 2.75%,
was paid in full. Subsequent to May 28, 1999, all of the marketable securities
were sold at a loss of $334,000. On June 21, 2000, the Company returned $1.8
million of the purchase price to the buyer for indemnification of specified
post-closing liabilities. Additional adjustments to the purchase price are
possible and management believes the accrued amounts are adequate to cover any
exposure.

On May 28, 1999, in a separate transaction, CE Distribution sold all of its
"oil country tubular" related assets to Sooner (see Note 15) for cash of $7.4
million and $2.0 million of noncash consideration for the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

cancellation of the subordinated promissory note discussed in Note 5, resulting
in a loss on sale of $701,000. As a result of the above-mentioned transactions,
CE Distribution ceased operations in 1999.

On July 7, 1999, CE Drilling sold all of its operating net assets, which
included the net assets of CE Mobile, for $65.0 million in cash resulting in a
loss on sale of $4.9 million, net of income tax expense of $70,000. Included in
the loss on sale is operating income of $261,000, net of income tax expense of
$12,000, recorded during the phase out period. The purchase price was subject to
adjustments as defined in the agreement. During 1999, an additional accrual of
$5.7 million, net of income tax expense of $215,000, was recorded primarily to
accrue for a revision of the purchase price. On April 17, 2000, the Company
settled the purchase price adjustment and returned $6.9 million of the purchase
price to the buyer; however, there are some outstanding claims which remain to
be settled. As a result of the above-mentioned transaction, CE Drilling and CE
Mobile ceased operations in 1999.

The results of CE Distribution, CE Franklin, CE Drilling, and CE Mobile are
shown as discontinued operations with 1998 and 1997 restated. Components of
amounts reflected in the accompanying consolidated balance sheets and
consolidated statements of operations and cash flows as of and for the years
ended December 31, 1999, 1998, and 1997, are presented in the following table
(in thousands):

1998
--------

Balance sheet data --
Current assets......................................... $197,818
Property, plant, and equipment, net.................... 37,145
Intangible assets, net................................. 19,270
Other noncurrent assets................................ 1,759
Current liabilities.................................... (75,422)
Noncurrent liabilities................................. (51,031)
--------
Net assets of discontinued operations.................... $129,539
========

1999 1998 1997
-------- -------- --------

Operations data --
Revenues........................................... $141,489 $564,691 $679,468
Costs and expenses................................. 147,385 554,090 654,182
-------- -------- --------
Operating (loss) income............................ (5,896) 10,601 25,286
Interest expense..................................... 2,371 8,041 4,069
Other expense........................................ 4,710 278 4,018
Income tax (benefit) expense......................... (793) 549 7,813
Amount reserved in 1998 for 1999 losses.............. (12,184) -- --
-------- -------- --------
Income from discontinued operations................ $ -- $ 1,733 $ 9,386
======== ======== ========
Cash flow data-
Cash flows from operations......................... $(12,251) $ 13,655 $(33,393)
Cash flows from investing activities............... -- (10,834) (25,628)
Cash flows from financing activities............... 8,092 (5,963) 21,799
-------- -------- --------
Net cash used in discontinued operations........... $ (4,159) $ (3,142) $(37,222)
======== ======== ========

18. SEGMENT AND RELATED INFORMATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

servicing and production components and provides elastomer molding. Engineered
and Industrial Products provides technically advanced solutions for drilling,
production, and structural projects including flex joints, Merlin connectors,
and elastaflex clutches. Marine Construction provides products and services for
fixed platform installation and decommissioning and pipeline construction
including rotary selector valves and concrete mats. Marine Winches designs and
manufactures deep water mooring systems for offshore drilling vessels, floating
production systems and barges. They also design and refurbish a complete line of
marine winches and other deck machinery for the offshore service boat industry.
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies. Most of the
businesses were acquired as a unit, and the management at the time of the
acquisition was retained.

Financial information by industry segment for each of the three years ended
December 31, 1999, 1998 and 1997, is summarized below in thousands. The Company
evaluates performance and allocates resources based on EBITDA as defined, which
is calculated as operating income adding back depreciation and amortization.
Calculations of EBITDA as defined should not be viewed as a substitute to
calculations under generally accepted accounting principles, in particular
operating income and net income. In addition, EBITDA calculations by one company
may not be comparable to another company. Depreciation and amortization amounts
do not include amortization of deferred financing costs (see Note 3). Total
assets do not include intercompany balances. The net assets of discontinued
operations of $129.5 million and $145.9 million are included in the Corporate
and Eliminations amounts in 1998 and 1997, respectively. The accounting policies
of the segments are the same as those described in the summary of significant
accounting policies.

ENGINEERED
AND CORPORATE
ELASTOMER INDUSTRIAL MARINE MARINE AND
PRODUCTS PRODUCTS CONSTRUCTION WINCHES ELIMINATIONS TOTAL
--------- ---------- ------------ ------- ------------ --------

1999
Revenues from unaffiliated
customers.................. $ 8,082 $73,856 $27,646 $44,746 $ -- $154,330
======= ======= ======= ======= ======== ========
EBITDA as defined............ 921 15,485 (1,331) (6,166) (4,121) 4,788
Depreciation and
amortization............... (234) (2,560) (2,468) (1,626) (588) (7,476)
------- ------- ------- ------- -------- --------
Operating income (loss)...... 687 12,925 (3,799) (7,792) (4,709) (2,688)
======= ======= ======= ======= ======== ========
Capital expenditures......... 73 613 1,218 606 128 2,638
======= ======= ======= ======= ======== ========
Total assets................. 4,986 55,523 36,823 48,461 11,925 157,718
======= ======= ======= ======= ======== ========
1998
Revenues from unaffiliated
customers.................. $ 8,825 $92,007 $51,930 $77,222 $ -- $229,984
======= ======= ======= ======= ======== ========
EBITDA as defined............ 111 18,653 5,129 2,341 (4,550) 21,684
Depreciation and
amortization............... (235) (3,195) (2,475) (1,118) (716) (7,739)
------- ------- ------- ------- -------- --------
Operating (loss) income...... (124) 15,458 2,654 1,223 (5,266) 13,945
======= ======= ======= ======= ======== ========
Capital expenditures......... 74 6,510 2,439 8,550 551 18,124
======= ======= ======= ======= ======== ========
Total assets................. 5,560 69,595 51,669 52,897 144,275 323,996
======= ======= ======= ======= ======== ========

F-49
137
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ENGINEERED
AND CORPORATE
ELASTOMER INDUSTRIAL MARINE MARINE AND
PRODUCTS PRODUCTS CONSTRUCTION WINCHES ELIMINATIONS TOTAL
--------- ---------- ------------ ------- ------------ --------

1997
Revenues from unaffiliated
customers.................. $11,742 $57,457 $27,642 $17,084 $ -- $113,925
======= ======= ======= ======= ======== ========
EBITDA as defined............ 744 10,289 3,967 1,805 (1,030) 15,775
Depreciation and
amortization............... (214) (1,122) (3,598) (318) (508) (5,760)
------- ------- ------- ------- -------- --------
Operating income (loss)...... 530 9,167 369 1,487 (1,538) 10,015
======= ======= ======= ======= ======== ========
Capital expenditures......... 619 576 2,183 679 19 4,076
======= ======= ======= ======= ======== ========
Total assets................. 8,110 35,899 51,879 34,113 162,132 292,133
======= ======= ======= ======= ======== ========

Financial information by geographic segment for each of the three years
ended December 31, 1999, 1998, and 1997, is summarized below in thousands.
Revenues in the US include export sales. Revenues are attributable to countries
based on the location of the entity selling the products or performing the
services. Total assets are attributable to countries based on the physical
location of the entity and its operating assets and do not include intercompany
balances and the net assets of discontinued operations.

NET ASSETS OF
UNITED UNITED DISCONTINUED
STATES KINGDOM SINGAPORE OPERATIONS TOTAL
-------- ------- --------- ------------- --------

1999
Revenues from unaffiliated customers......... $124,259 $26,995 $3,076 $ -- $154,330
Total assets................................. 126,118 29,334 2,266 -- 157,718
1998
Revenues from unaffiliated customers......... $178,346 $45,256 $6,382 $ -- $229,984
Total assets................................. 148,087 42,161 4,209 129,539 323,996
1997
Revenues from unaffiliated customers......... $ 77,094 $34,214 $2,617 $ -- $113,925
Total assets................................. 111,464 32,311 2,428 145,930 292,133

F-50
138
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

19. VALUATION ALLOWANCES

Activity in the valuation accounts was as follows (in thousands):

BALANCE AT CHARGED TO TRANSLATION BALANCE AT
BEGINNING COST AND AND END
OF PERIOD EXPENSES DEDUCTIONS OTHER, NET OF PERIOD
---------- ---------- ---------- ----------- ----------

YEAR ENDED DECEMBER 31, 1999:
Reserve for doubtful accounts
receivable......................... $ 1,243 $ 836 $ (347) $(73) $ 1,659
Reserve for inventories............... 4,554 773 (729) 22 4,620
Provision for operating loss during
phaseout period included in net
assets of discontinued
operations......................... 12,977 -- (12,977) -- --
Estimated loss on sale of discontinued
operations......................... 9,237 4,000 -- -- 13,237
Reserve for severance................. 535 -- (483) -- 52
YEAR ENDED DECEMBER 31, 1998:
Reserve for doubtful accounts
receivable......................... $ 1,082 $ 1,124 $ (1,149) $186 $ 1,243
Reserve for inventories............... 1,912 2,645 (334) 331 4,554
Provision for operating loss during
phaseout period included in net
assets of discontinued
operations......................... -- 12,977 -- -- 12,977
Estimated loss on sale of discontinued
operations......................... -- 9,237 -- -- 9,237
Reserve for severance................. -- 535 -- -- 535
YEAR ENDED DECEMBER 31, 1997:
Reserve for doubtful accounts
receivable......................... $ 618 $ 517 $ (53) $ -- $ 1,082
Reserve for inventories............... 1,837 75 -- -- 1,912

20. SUBSEQUENT EVENTS

On July 21, 2000, the Company obtained a waiver from the holder of the
Series A Cumulative Preferred Stock (see Note 9) whereby the holder waived its
rights to an optional redemption provided for in the certificate of designations
on September 15, 2000. The holder can request redemption at the earlier of April
30, 2001 or after the completion of a registered public offering. Dividends will
increase from 7% to 12% effective as of September 15, 2000, as consideration for
the holder executing the waiver.

On July 29, 2000 and July 31, 2000, the Company renegotiated terms with the
holders of subordinated debt totaling $7.0 million and $7.0 million,
respectively. Original maturities of the subordinated debt extending through
February 2003 were accelerated to the earlier of April 30, 2001 or upon the
occurrence of a registered public offering of capital stock, in exchange for the
holders waiving their rights to scheduled maturities of principal and interest
which were due prior to April 30, 2001. Interest will increase from 8% to prime
plus 4% until the principal is paid in full.

F-51
139
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

F-52
140

AUDITORS' REPORT

To the Shareholders and Directors of
PTI Group Inc.

We have audited the consolidated balance sheets of PTI Group Inc. as at
December 31, 1999 and 1998 and the consolidated statements of earnings,
shareholders' equity and cash flows for the years ended December 31, 1999, 1998
and the 358 day period ended December 31, 1997. These financial statements are
the responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at December 31,
1999 and 1998 and the results of its operations and its cash flows for the years
ended December 31, 1999, 1998 and the 358 day period ended December 31, 1997 in
accordance with United States generally accepted accounting principles.

PRICEWATERHOUSECOOPERS LLP
Chartered Accountants

Edmonton, Alberta
July 7, 2000

F-53
141

PTI GROUP INC.

CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT SHARE DATA)

NINE-MONTH PERIOD ENDED PERIOD ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ------------------------------
2000 1999 1999 1998 1997
----------- ----------- ------- ------- ----------
(UNAUDITED) (UNAUDITED) (YEAR) (YEAR) (358 DAYS)

REVENUE
Services............................... $68,291 $47,366 $63,328 $76,130 $70,191
Manufacturing.......................... 15,110 4,793 7,178 10,304 24,684
------- ------- ------- ------- -------
83,401 52,159 70,506 86,434 94,875
------- ------- ------- ------- -------
EXPENSES
Direct and operating costs
Services............................... 44,779 28,623 40,883 49,806 46,340
Manufacturing.......................... 11,802 3,617 5,277 8,224 18,554
Selling, general and administrative.... 4,865 3,193 4,023 8,114 6,176
Special charge......................... -- -- -- 5,263 --
Depreciation........................... 4,444 3,951 5,364 4,820 2,378
Amortization of goodwill............... 562 669 892 992 531
------- ------- ------- ------- -------
EARNINGS FROM OPERATIONS................. 16,949 12,106 14,067 9,215 20,896
Interest on long-term debt............. 1,600 1,836 2,350 2,092 1,605
Other interest......................... 712 616 804 1,644 384
------- ------- ------- ------- -------
EARNINGS BEFORE INCOME TAXES............. 14,637 9,654 10,913 5,479 18,907
------- ------- ------- ------- -------
INCOME TAXES
Current................................ 5,634 3,483 3,937 4,366 6,558
Deferred............................... 463 287 325 1,118 971
------- ------- ------- ------- -------
6,097 3,770 4,262 5,484 7,529
------- ------- ------- ------- -------
NET EARNINGS (LOSS) FOR THE PERIOD....... 8,540 5,884 6,651 (5) 11,378
======= ======= ======= ======= =======
BASIC AND DILUTED EARNINGS PER COMMON
SHARE.................................. $ 1.09 $ 0.75 $ 0.85 -- $ 1.48
======= ======= ======= ======= =======

The accompanying notes are an integral part of these financial statements.

F-54
142

PTI GROUP INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
2000 1999 1998
------------- ------------ ------------
(UNAUDITED)

ASSETS
CURRENT ASSETS
Cash................................................. $ 3,288 $ 656 $ 2,268
Trade accounts receivable -- less allowance of $649,
$328 and $310..................................... 13,817 16,173 12,656
Inventories.......................................... 4,975 4,388 4,457
Prepaid expenses..................................... 140 503 801
Income taxes receivable.............................. -- 445 80
------- ------- -------
22,220 22,165 20,262
PROPERTY, PLANT AND EQUIPMENT.......................... 48,902 46,898 43,574
GOODWILL............................................... 27,801 28,035 25,525
------- ------- -------
$98,923 $97,098 $89,361
======= ======= =======
LIABILITIES
CURRENT LIABILITIES
Bank indebtedness.................................... $ 2,000 $ 7,573 $ 9,550
Trade accounts payable and accrued liabilities....... 5,600 3,871 7,153
Accrued compensation................................. 1,342 2,390 2,388
Income taxes payable................................. 4,547 -- --
Current portion of long-term debt.................... 6,502 5,384 5,794
Deferred tax liabilities............................. 198 333 326
------- ------- -------
20,189 19,551 25,211
LONG-TERM DEBT......................................... 24,569 31,432 27,285
DEFERRED TAX LIABILITIES............................... 9,343 9,096 8,268
------- ------- -------
54,101 60,079 60,764
------- ------- -------
CONTINGENCIES
SHAREHOLDERS' EQUITY
COMMON SHARES
Authorized
Unlimited
Issued and outstanding
7,798,900 shares at September 30, 2000 (7,787,630
shares at December 31, 1999 and 1998)........... 22,102 21,789 21,789
RETAINED EARNINGS...................................... 24,938 16,398 9,747
ACCUMULATED OTHER COMPREHENSIVE LOSS................... (2,218) (1,168) (2,939)
------- ------- -------
44,822 37,019 28,597
------- ------- -------
$98,923 $97,098 $89,361
======= ======= =======

The accompanying notes are an integral part of these financial statements.

F-55
143

PTI GROUP INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)

SHAREHOLDERS' EQUITY
--------------------------------------------
ACCUMULATED
NUMBER OF OTHER
SHARES COMMON RETAINED COMPREHENSIVE
OUTSTANDING SHARES EARNINGS INCOME (LOSS) TOTAL
----------- ------- -------- ------------- -------

BALANCE -- JANUARY 8, 1997.............. 7,500,000 $18,840 $ -- $ -- $18,840
Comprehensive income
Net earnings -- 1997............... 11,378 11,378
Other comprehensive loss........... (1,430) (1,430)
-------
Comprehensive income............... 9,948
Common shares issued for cash......... 200,000 737 737
--------- ------- ------- ------- -------
BALANCE -- DECEMBER 31, 1997............ 7,700,000 19,577 11,378 (1,430) 29,525
Comprehensive loss
Net loss-- 1998.................... (5) (5)
Other comprehensive loss........... (1,509) (1,509)
-------
Comprehensive loss................. (1,514)
Common shares issued for business
acquisition........................ 218,000 1,964 1,964
Common shares issued for cash......... 130,000 903 903
Common shares repurchased for cash.... (260,370) (655) (1,626) (2,281)
--------- ------- ------- ------- -------
BALANCE -- DECEMBER 31, 1998............ 7,787,630 21,789 9,747 (2,939) 28,597
Comprehensive income
Net earnings -- 1999............... 6,651 6,651
Other comprehensive income......... 1,771 1,771
-------
Comprehensive income............... 8,422
--------- ------- ------- ------- -------
BALANCE -- DECEMBER 31, 1999............ 7,787,630 21,789 16,398 (1,168) 37,019
Comprehensive income (unaudited)
Net earnings -- Nine months ended
September 30, 2000............... 8,540 8,540
Other comprehensive loss........... (1,050) (1,050)
-------
Comprehensive income............... 7,490
Common shares issued for cash...... 11,270 76 76
Compensatory stock options......... 600 600
Unearned compensation.............. (363) (363)
--------- ------- ------- ------- -------
BALANCE -- SEPTEMBER 30, 2000
(UNAUDITED)........................... 7,798,900 $22,102 $24,938 $(2,218) $44,822
========= ======= ======= ======= =======

The accompanying notes are an integral part of these financial statements.

F-56
144

PTI GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

NINE-MONTH PERIOD ENDED
SEPTEMBER 30, PERIOD ENDED DECEMBER 31,
------------------------- -------------------------------
2000 1999 1999 1998 1997
----------- ----------- ------- -------- ----------
(UNAUDITED) (UNAUDITED) (YEAR) (YEAR) (358 DAYS)

CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net earnings (loss) for the period... $ 8,540 $ 5,884 $ 6,651 $ (5) $ 11,378
Items not affecting cash
Depreciation...................... 4,390 3,789 5,179 4,745 2,378
Amortization of goodwill.......... 562 669 892 992 531
Deferred income taxes............. 463 287 325 1,118 971
Loss (gain) on sale of
equipment....................... 54 162 185 75 --
Stock compensation................ 237 -- -- -- --
Special charge.................... -- -- -- 5,263 --
-------- ------- ------- -------- --------
14,246 10,791 13,232 12,188 15,258
Changes in operating assets and
liabilities Trade accounts
receivable........................ 2,409 (141) (3,984) 7,841 (4,006)
Inventories....................... (542) 71 77 50 (248)
Prepaid expenses.................. 380 37 334 76 (1,116)
Trade accounts payable and accrued
compensation.................... 29 (1,827) (4,439) (1,452) 391
Income taxes payable/receivable... 5,414 366 (410) (1,063) 640
-------- ------- ------- -------- --------
21,936 9,297 4,810 17,640 10,919
-------- ------- ------- -------- --------
INVESTING ACTIVITIES
Purchase of property, plant and
equipment......................... (5,217) (4,106) (5,919) (13,059) (9,236)
Business acquisitions................ (3,500) -- (1,148) (9,692) (7,487)
Proceeds from sale of equipment...... 1,121 346 1,031 1,509 538
-------- ------- ------- -------- --------
(7,596) (3,760) (6,036) (21,242) (16,185)
-------- ------- ------- -------- --------
FINANCING ACTIVITIES
Bank indebtedness.................... (5,557) (5,628) (1,972) 1,633 7,156
Increase in long-term debt........... 8,125 7,012 9,412 7,826 --
Repayment of long-term debt.......... (14,251) (7,364) (7,864) (2,862) (1,891)
Issuance of common shares............ 76 -- -- 903 737
Repurchase of common shares.......... -- -- -- (2,281) --
-------- ------- ------- -------- --------
(11,607) (5,980) (424) 5,219 6,002
-------- ------- ------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH................................. (101) 44 38 (48) (37)
-------- ------- ------- -------- --------
INCREASE (DECREASE) IN CASH............ 2,632 (399) (1,612) 1,569 699
CASH -- BEGINNING OF PERIOD............ 656 2,268 2,268 699 --
-------- ------- ------- -------- --------
CASH -- END OF PERIOD.................. $ 3,288 $ 1,869 $ 656 $ 2,268 $ 699
======== ======= ======= ======== ========

The accompanying notes are an integral part of these financial statements.

F-57
145

PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

The Company was formed on January 8, 1997 as a result of the amalgamation
of PTI Group Inc. and 712955 Alberta Ltd. ("Alberta"), a special purpose company
formed to acquire PTI Group Inc. Alberta was capitalized with debt of
$13,301,000 and share capital of $17,313,000. Alberta acquired 100% of the
shares of PTI Group Inc. in a leveraged buyout transaction for cash
consideration of $30,593,000 and the issuance of 2,814,000 common shares:

Net assets acquired, at assigned values (in thousands):
Working capital........................................... $ 7,777
Property, plant and equipment............................. 22,954
Goodwill.................................................. 21,957
Long-term debt............................................ (16,438)
Deferred income taxes..................................... (4,130)
--------
32,120
Issuance of 2,814,000 Alberta shares........................ (1,527)
--------
30,593
Bank indebtedness acquired as part of working capital....... 783
--------
Net cash invested........................................... $ 31,376
========

The acquisition was accounted for using the partial purchase method, under
which new basis of accounting was utilized for 74.64% of net assets
(representing the cash portion of the consideration) and predecessor basis of
accounting was utilized for 25.36% of net assets.

After the amalgamation, Alberta changed its' name to PTI Group Inc.
("PTI"). These financial statements reflect the results of PTI from January 8,
1997.

The Company is a supplier of integrated housing, food, site management and
logistics support services to remote sites utilized by natural resource and
other industries primarily in Canada and the United States.

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared by management in
accordance with United States generally accepted accounting principles.
Management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
periods. Actual results could differ from these estimates. Significant estimates
made by management include the estimated useful lives of property, plant,
equipment and goodwill for purposes of depreciation and amortization. The
consolidated financial statements have been prepared within the framework of the
accounting policies summarized below.

a) Principles of consolidation

The consolidated financial statements include the accounts of the company
and its wholly owned subsidiary companies ("the Company"). All significant
intercompany transactions and balances have been eliminated.

b) Revenue recognition

Revenue from the sale of products is recognized upon delivery to the
customer and revenue from the rental of products and delivery of services is
recognized on performance.

F-58
146
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Revenue from manufacturing contracts in excess of three months is
recognized by the percentage of completion method based on the percentage of
total costs incurred to total expected costs. Provision for estimated losses, if
any, is made in the period such losses are estimable.

c) Cash

The Company considers cash to be all highly liquid investments with a
maturity of three months or less at the date of original issue.

d) Inventories

Inventories are valued at the lower of cost, determined on the first in,
first out method and net realizable value.

e) Property, plant and equipment

Property, plant and equipment is recorded at cost. Depreciation is
calculated using the straight-line method over the estimated useful lives of the
assets as follows:

Buildings................................................... 20 years
Rental equipment............................................ 10 to 25 years
Vehicles -- transport....................................... 10 years
Vehicles -- service......................................... 3 to 5 years
Computer equipment.......................................... 3 years

Office and shop equipment are depreciated at 20% per annum using the
diminishing balance method. Within rental equipment, installation costs related
to open camps are depreciated over the terms of the related leases.

The recoverability of the carrying value of property, plant and equipment
is assessed, at a minimum annually, or whenever, in management's judgment,
events or changes in circumstances indicate that the carrying value of such
assets may not be recoverable based on estimated future cash flows.

f) Goodwill

Goodwill is recorded at cost and amortized on a straight-line basis over 40
years. The recoverability of the carrying value of goodwill is assessed, at a
minimum annually, or whenever, in management's judgement, events or changes in
circumstances indicate that the carrying value may not be recoverable based on
estimated future cash flows. Accumulated amortization was $2,977,000 (unaudited)
at September 30, 2000 (December 31, 1999 -- $2,415,000; December 31,
1998 -- $1,523,000).

g) Income taxes

The Company follows the liability method of accounting for income taxes.
Under this method, current income taxes reflect the estimated income taxes
payable for the current year. Deferred income tax assets and liabilities reflect
temporary differences between the tax and accounting bases of assets and
liabilities, as well as the benefit of losses available to be carried forward to
future years for tax purposes, to the extent that they are likely to be
realized.

h) Translation of foreign currencies

These financial statements have been prepared using the U.S. dollar as the
reporting currency. The functional currency for the Canadian, United States and
Chilean operations is the local currency. The United

F-59
147
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

States dollar is the functional currency of the Company's Cypriot operations.
Accordingly, the financial statements of the non-United States functional
currency operations have been translated using the current rate method. Under
this method, assets and liabilities denominated in foreign currencies are
translated at the rates prevailing at the balance sheet date. Revenue and
expenses are translated at weighted average rates throughout the year.
Translation gains and losses are included in accumulated other comprehensive
income (loss) and constitute the entire balance of this account. There is no
resulting tax from these translation gains and losses.

For all operations, gains or losses from remeasuring foreign currency
transactions into the functional currency are included in income.

i) Concentration of credit risk

The Company grants credit to some of its customers, which operate primarily
in the oil and gas industry. The Company performs periodic credit evaluations of
its customers' financial condition and generally does not require collateral.
Allowances are maintained for potential credit losses; such credit losses have
historically been within management's expectations.

j) Stock-based compensation

Compensation expense relating to stock options issued to employees and
directors is measured using the intrinsic value method of accounting. Pro-forma
disclosures using the fair value method are provided in note 9.

k) Interim financial data

The interim financial data as of September 30, 2000 and for the nine months
ended September 30, 2000 and September 30, 1999 is unaudited. However, in the
opinion of the Company, the interim data includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair statement of the
results for the interim periods.

3. INVENTORIES

Inventories consist of (in thousands):

DECEMBER 31,
SEPTEMBER 30, ---------------------------
2000 1999 1998
------------- ------------ ------------
(UNAUDITED)

Food and consumable supplies................... $2,215 $2,512 $2,650
Accommodation construction materials and spare
parts........................................ 2,137 1,102 1,032
Rental repair parts and shop supplies.......... 623 774 775
------ ------ ------
$4,975 $4,388 $4,457
====== ====== ======

F-60
148
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of (in thousands):

SEPTEMBER 30, 2000
--------------------------------
ACCUMULATED
COST DEPRECIATION NET
------- ------------ -------
(UNAUDITED)

Land.................................................. $ 1,104 $ -- $ 1,104
Buildings............................................. 3,285 565 2,720
Rental equipment...................................... 54,321 12,945 41,376
Vehicles.............................................. 2,267 1,098 1,169
Office, shop and computer equipment................... 3,739 1,206 2,533
------- ------- -------
$64,716 $15,814 $48,902
======= ======= =======

DECEMBER 31, 1999
--------------------------------
ACCUMULATED
COST DEPRECIATION NET
------- ------------ -------

Land.................................................. $ 1,152 $ -- $ 1,152
Buildings............................................. 3,417 357 3,060
Rental equipment...................................... 49,269 9,843 39,426
Vehicles.............................................. 2,375 910 1,465
Office, shop and computer equipment................... 2,837 1,042 1,795
------- ------- -------
$59,050 $12,152 $46,898
======= ======= =======

DECEMBER 31, 1998
--------------------------------
ACCUMULATED
COST DEPRECIATION NET
------- ------------ -------

Land.................................................. $ 933 $ -- $ 933
Buildings............................................. 2,601 214 2,387
Rental equipment...................................... 40,823 5,083 35,740
Rental equipment under capital lease.................. 1,705 265 1,440
Vehicles.............................................. 2,287 509 1,778
Office, shop and computer equipment................... 1,898 602 1,296
------- ------ -------
$50,247 $6,673 $43,574
======= ====== =======

F-61
149
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. BANK INDEBTEDNESS

On July 5, 2000, the Company signed an Amended and Restated Credit
Agreement ("Amended Agreement") that includes a revolving operating credit
facility with Canadian banks. A portion of the facility is designated as the
overdraft facility and the remainder of the facility is restricted by a margin
limit based on the level of trade accounts receivable and inventory. This
facility is available to the Company through direct advances, subject to the
limits, and at the interest rates as described:

SEPTEMBER 30, 2000 DECEMBER 31, 1999 DECEMBER 31, 1998
------------------- ------------------ ------------------
US CDN US CDN US CDN
DOLLARS DOLLARS DOLLARS DOLLARS DOLLARS DOLLARS
------- ------- ------- ------- ------- -------
(UNAUDITED)
(TABLE IN THOUSANDS)

Operating credit facility
Maximum facility.................. 9,954 15,000 17,313 25,000 16,260 25,000
Maximum available after
margining...................... 9,705 14,626 11,670 16,851 9,688 14,896
Amount drawn...................... -- -- 7,373 10,647 2,935 4,513
------ ------ ------ ------ ------ ------
Amount available.................. 9,705 14,626 4,297 6,204 6,753 10,383
====== ====== ====== ====== ====== ======
Applicable interest rates
Canadian prime based rate......... 7.50%+(0.00%-0.50%) 6.50% 6.80%
Bankers' acceptances based rate... 5.80%+(1.00%-1.50%) 5.20%+1.00% 5.10%+1.00%
Libor advance rate................ n/a 5.80%+1.00% 5.10%+1.00%

Included in bank indebtedness at December 31, 1999 was $200,000 outstanding
under a $1,000,000 revolving credit facility with a US bank. This facility was
available through direct advances with applicable U.S. interest rates being
either prime based (8.50%+/-.25%) or Libor based (5.80%+2.25% to 3.25%). On
August 16, 2000, this facility was replaced by a new Credit Agreement ("Credit
Agreement"), which includes a $2,000,000 revolving line of credit facility and a
$2,000,000 non-revolving line of credit facility. The Credit Agreement is with
the same bank with applicable U.S. interest rates being prime based (at
September 30, 2000, 9.50%+/-0.25%) or Libor based (at September 30, 2000,
6.80%+1.75% to 2.50%). At September 30, 2000, $2,000,000 was drawn under the
revolving line of credit facility.

In 1998, an operating facility was in place with a bank in Chile for an
amount up to the Chilean peso equivalent of $8,000,000. The facility was
supported by an $8,000,000 standby letter of credit issued by the company's
Canadian bank to the Chilean lender. Interest accrued at 2% above the daily
average funding cost of the Chilean banking market (approximately 25% at
December 31, 1998). At December 31, 1998, drawings of $6,615,000 were
outstanding. This facility was fully paid off in 1999.

F-62
150
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. LONG-TERM DEBT

Long-term debt consists of (in thousands):

SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
2000 1999 1998
------------- ------------ ------------
(UNAUDITED)

Term revolving facility bank loan
Canadian dollar denominated (Cdn$32.2
million at September 30, 2000,
Cdn$43.6 million at December 31, 1999,
Cdn$21.0 million at December 31,
1998)................................. $21,394 $30,188 $13,655
United States dollar denominated......... -- 1,654 6,007
Acquisition facility bank loan............. -- -- 6,504
Mortgages.................................. -- 972 1,246
Notes payable
Canadian dollar denominated
(Cdn$0.3 million at September 30, 2000
and December 31, 1999,
Cdn$nil at December 31, 1998)......... 179 208 --
United States dollar denominated......... 2,431 2,332 3,500
Term loan.................................. 6,300 1,005 --
Obligations under capital leases........... 767 457 2,167
------- ------- -------
31,071 36,816 33,079
Less: Current portion...................... 6,502 5,384 5,794
------- ------- -------
$24,569 $31,432 $27,285
======= ======= =======

Under the Amended Agreement, the scheduled loan repayments on the term
revolving facility bank loan consist of quarterly installments of $866,000
(Cdn$1,250,000), with the first payment due on August 31, 2000. The current
portion as of September 30, 2000 and December 31, 1999 has been recorded based
on the terms of the Amended Agreement. The Company can apply surplus cash to the
outstanding loan balance at any time. The unused portion of this facility was
approximately $2,785,000 (Cdn$4,021,000) at December 31, 1999 and $663,000
(Cdn$1,020,000) at December 31, 1998.

Amounts drawn against the term revolving facility are available through
direct advances and bankers' acceptances. The interest rate depends on the ratio
of the company's total debt to its earnings before interest, taxes, depreciation
and amortization for the preceding 12 months and ranges from the Canadian prime
rate (6.50% at December 31, 1999, 6.75% at December 31, 1998) plus .50% to 1.00%
for direct advances, and market rate (5.20% at December 31, 1999, 5.10% at
December 31, 1998) plus stamping fees of 1.50% to 2.00% for bankers'
acceptances.

The Company fixed the interest rate at approximately 6.80% at December 31,
1999 (7.70% at December 31, 1998) on a portion of the term revolving facility
bank loan utilizing an interest rate swap arrangement. The arrangement, for a
notional amount of $1,731,000 at December 31, 1999 ($3,463,000 at December 31,
1998), reduced to $nil on March 31, 2000. The fair value of this arrangement
approximates the carrying value.

Collateral provided against the term revolving facility is a general
security agreement, a fixed and floating charge debenture of $138,504,000
(Cdn$200,000,000) on the assets of the Company excluding existing priority
charges described below, pledge of all shares directly held in the capital stock
of subsidiaries, joint and

F-63
151
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

several guarantees from subsidiaries, assignment of accounts receivable,
postponement of claim by the shareholders and assignment of insurance proceeds.

The acquisition facility bank loan was a revolving term facility, which was
fully drawn at December 31, 1998. In 1999, this facility was combined with the
term revolving facility bank loan.

Mortgages bore interest at approximately 7.50%, had annual payments of
$160,000 and collateral was provided by related land and buildings, which had a
net book value of $1,889,000 at December 31, 1999 and $1,839,000 at December 31,
1998.

In connection with the acquisition of Norwel Developments Limited (note
10), the Company issued a promissory note in the amount of $202,000
(Cdn$300,000), repayable in ten equal semi-annual payments of $20,200
(Cdn$30,000) commencing May 7, 2000. This note bears interest at a floating rate
of Canadian prime plus 1.00% and the Company has not provided collateral.

In connection with the acquisition of General Marine Leasing, Inc.(note
10), the Company issued a promissory note in the amount of $3,500,000, repayable
in three equal annual installments commencing June 16, 1999. At December 31,
1999, the balance outstanding was $2,332,000. This note bears interest at 7.00%
and the Company has not provided collateral.

In connection with the acquisition of International Quarters, L.L.C. (note
10), the Company issued a promissory note in the amount of $1,000,000, repayable
in two equal annual payments of $500,000 commencing February 8, 2001. This note
bears interest at 7.50% and the company has not provided collateral.

In connection with the purchase of rental equipment, the Company issued a
promissory note in the amount of $386,000, repayable monthly over three years
commencing February 15, 2000. This note bears interest at 8.14% and the Company
has not provided collateral.

On August 16, 2000, under the Credit Agreement, a term loan was replaced by
a $6,500,000 term loan facility. The scheduled loan repayments consist of
monthly installments of $100,000, from September 1, 2000 through February 1,
2005, at which time the remaining balance is due. This loan bears interest at
United States prime (at September 30, 2000, 9.50% +/-0.25%) or Libor (at
September 30, 2000, 6.80% + 1.75% to 2.50%). Collateral provided is a first
charge on certain assets in the United States.

The previous term loan bore interest at 7.50%, and was repayable monthly
over three years, commencing June 1999, with annual payments of $333,000.
Collateral provided was a first charge on specified assets in the United States,
up to the amount of the loan.

Obligations under capital leases bear interest at 8.60%, have annual
payments of $125,000 and collateral provided is the related equipment, which has
a net book value approximating the obligation.

Scheduled principal repayments of long-term debt are (in thousands):

2000....................................................... $ 5,384
2001....................................................... 5,197
2002....................................................... 3,850
2003....................................................... 3,716
2004....................................................... 3,670
Thereafter................................................. 14,999
-------
$36,816
=======

F-64
152
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Minimum future lease obligations for capitalized leases, included in
long-term debt are (in thousands):

2000........................................................ $ 125
2001........................................................ 125
2002........................................................ 125
2003........................................................ 125
2004........................................................ 67
-----
Total minimum lease payments................................ $ 567
Less amount representing interest........................... (110)
-----
Present value of net minimum lease payments................. $ 457
=====

7. INCOME TAXES

The domestic and foreign components of earnings before income taxes consist
of (in thousands):

NINE MONTH PERIOD ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ------------------------------
2000 1999 1999 1998 1997
----------- ----------- ------- ------- ----------
(UNAUDITED) (UNAUDITED) (YEAR) (YEAR) (358 DAYS)

Domestic................................ $11,936 $5,697 $ 4,861 $11,565 $18,051
Foreign................................. 2,701 3,957 6,052 (6,086) 856
------- ------ ------- ------- -------
$14,637 $9,654 $10,913 $ 5,479 $18,907
======= ====== ======= ======= =======

The components of the provision for income taxes consist of (in thousands):

NINE MONTH PERIOD ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ----------------------------
2000 1999 1999 1998 1997
----------- ----------- ------ ------ ----------
(UNAUDITED) (UNAUDITED) (YEAR) (YEAR) (358 DAYS)

Current
Domestic................................ $4,870 $1,816 $2,053 $3,553 $6,558
Foreign................................. 764 1,667 1,884 813 --
------ ------ ------ ------ ------
5,634 3,483 3,937 4,366 6,558
------ ------ ------ ------ ------
Deferred
Domestic................................ 460 496 561 1,268 971
Foreign................................. 3 (209) (236) (150) --
------ ------ ------ ------ ------
463 287 325 1,118 971
------ ------ ------ ------ ------
$6,097 $3,770 $4,262 $5,484 $7,529
====== ====== ====== ====== ======

F-65
153
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Significant components of deferred tax assets and liabilities are as
follows (in thousands):

DECEMBER 31,
SEPTEMBER 30, -----------------
2000 1999 1998
------------- ------- -------
(UNAUDITED)

Deferred tax assets
Property, plant and equipment...................... $ 920 $ 960 $ 901
Loss carryforwards................................. 430 448 354
Valuation allowance................................ (1,350) (1,408) (1,255)
------- ------- -------
-- -- --
------- ------- -------
Deferred tax liabilities
Inventories........................................ 198 333 326
Property, plant and equipment...................... 9,343 9,096 8,268
------- ------- -------
9,541 9,429 8,594
------- ------- -------
Net deferred tax liability........................... $ 9,541 $ 9,429 $ 8,594
======= ======= =======

Deferred tax assets relating to property, plant and equipment and loss
carryforwards relate to the Company's Chilean operation. Since they can only be
realized against income earned in Chile, a valuation allowance has been
provided. The operating loss carryforwards of approximately $2,989,000 are
available to reduce future years' taxable income, with no expiration date.

The difference between the effective tax rate reflected in the provision
for income taxes and the applicable statutory rate is as follows:

NINE MONTH PERIOD ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ----------------------------
2000 1999 1999 1998 1997
% % % % %
----------- ----------- ------ ------ ----------
(UNAUDITED) (UNAUDITED) (YEAR) (YEAR) (358 DAYS)

Combined Canadian federal and
provincial income tax rate........ 44.6 44.6 44.6 44.6 44.6
Manufacturing and processing profits
deduction......................... (3.3) (2.7) (2.7) (16.1) (5.3)
Non-deductible amortization......... 2.8 3.1 3.1 7.9 2.5
Foreign losses not recognized....... -- -- 0.3 71.7 --
Reduced foreign tax rates........... (2.4) (5.9) (6.2) (8.0) (2.0)
---- ---- ---- ----- ----
Effective income tax rate........... 41.7 39.1 39.1 100.1 39.8
==== ==== ==== ===== ====

Undistributed earnings of the Company's United States subsidiaries amounted
to $3,088,000 and $271,000 at December 31, 1999 and December 31, 1998,
respectively. Those earnings are considered to be permanently reinvested and,
accordingly, no provision for income taxes has been made. Distribution of these
earnings in the form of dividends or otherwise may result in both Canadian
federal taxes (subject to an adjustment for foreign tax credits) and withholding
taxes payable in the United States.

F-66
154
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. SHARE CAPITAL

The Company has authorized an unlimited number of common shares with no par
value.

The following table sets forth the weighted average basic and diluted
shares outstanding for purposes of the earnings per share calculations:

NINE MONTH PERIOD ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ------------------------------------------
2000 1999 1999 1998 1997
----------- ----------- ------------ ------------ ------------
(UNAUDITED) (UNAUDITED) (YEAR) (YEAR) (358 DAYS)

Denominator for basic earnings per
share -- weighted average shares.... 7,791,511 7,787,630 7,787,630 7,828,110 7,676,923
Effect of dilutive securities stock
options............................. 13,098 12,379 12,423 16,103 2,132
--------- --------- --------- --------- ---------
Denominator for diluted earnings per
share............................... 7,804,609 7,800,009 7,800,053 7,844,213 7,679,055
========= ========= ========= ========= =========

9. STOCK OPTIONS

At December 31, 1999 the Company has options outstanding to employees and
directors as follows:

WEIGHTED
WEIGHTED EXERCISABLE AVERAGE
WEIGHTED AVERAGE AS OF EXERCISE
TOTAL AVERAGE REMAINING DECEMBER 31, PRICE OF
OUTSTANDING RANGE OF EXERCISE CONTRACTUAL 1999 EXERCISABLE
# EXERCISE PRICES PRICE LIFE # OPTIONS
----------- --------------- -------- ----------- ------------ -----------
(IN YEARS)

60,000 $3.46 - $6.93 $4.96 3.48 28,000 $3.46

In March 2000, the Company granted additional options which expire August
31, 2005 as follows (unaudited):

WEIGHTED
AVERAGE
REMAINING
WEIGHTED CONTRACTUAL
TOTAL AVERAGE LIFE AT
OUTSTANDING RANGE OF EXERCISE SEPTEMBER 30,
# EXERCISE PRICES PRICE 2000
----------- --------------- -------- -------------
(IN YEARS)

70,000 $6.88 - $13.76 $10.56 4.92

The following table summarizes option activity:

WEIGHTED
AVERAGE
NUMBER OF EXERCISE
OPTIONS PRICE PER
# SHARE
--------- ---------

Balance -- January 8, 1997.................................. --
Options granted............................................. 28,000 $3.46
------- -----
Balance -- December 31, 1997................................ 28,000 3.46
======= =====
Balance -- December 31, 1998................................ 28,000 3.46
Options granted............................................. 32,000 6.28
------- -----
Balance -- December 31, 1999................................ 60,000 4.96
Options granted............................................. 70,000 10.56
------- -----
Balance -- September 30, 2000 (unaudited)................... 130,000 $8.02
======= =====

F-67
155
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Using the intrinsic value method of accounting, no compensation expense
results from the granting of options to December 31, 1999. During the nine
months ended September 30, 2000, options were granted at an exercise price below
estimated fair market value at the date of the grant. These options result in
compensation expense of $600,000 which is being amortized over 5 years.

The per share weighted-average fair value of stock options granted during
1999 and 1997 was $7.22 and $3.92 on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions:
1999 -- risk-free interest rate of 4.60%, expected life of 5 years and expected
volatility of 0.00%; 1997 -- risk-free interest rate of 5.00%, expected life of
5 years and expected volatility of 0.00%.

Had the Company determined compensation cost based on the fair value at the
date of grant for its stock options under SFAS 123, net earnings (loss) would
have been $6,634,000 (basic EPS $0.86), $(9,000) (basic EPS $0.00), and
$11,374,000 (basic EPS $1.46) for the periods ended 1999, 1998 and 1997,
respectively. These pro forma earnings reflect compensation cost amortized over
the options' vesting period and may not be indicative of the effects in future
years.

10. BUSINESS ACQUISITIONS

On September 1, 1997, the Company formed a subsidiary company in Chile
("PTI Chile") to acquire all assets and operations of a Chilean company.

On June 16, 1998, the Company acquired all outstanding shares of General
Marine Leasing, Inc.

On July 24, 1998, the Company acquired all outstanding shares of 465750
B.C. Ltd.

On November 7, 1999, the Company acquired all outstanding shares of Norwel
Developments Limited.

These acquisitions were accounted for using the purchase method, with the
results of operations included in the consolidated financial statements from the
effective dates of purchase. Details of the acquisitions are as follows (in
thousands):

GENERAL
MARINE 465750 NORWEL
LEASING, B.C. DEVELOPMENTS
PTI CHILE INC. LTD. LIMITED
--------- -------- ------ ------------

Net assets acquired, at assigned values:
Working capital........................... $ -- $ 1,301 $ 260 $ --
Property, plant and equipment............. 7,487 8,646 1,252 932
Goodwill.................................. -- 8,189 -- 718
Long-term debt............................ -- (295) -- --
Deferred income taxes..................... -- (3,153) -- (305)
------ ------- ------ ------
7,487 14,688 1,512 1,345
Non-cash consideration
Note payable to vendor.................... -- (3,500) -- (202)
Shares of PTI ............................ -- (1,964) -- --
Accounts payable.......................... -- (750) -- --
------ ------- ------ ------
Cash consideration.......................... 7,487 8,474 1,512 1,143
Less: Cash acquired......................... -- 239 55 (5)
------ ------- ------ ------
Net cash invested........................... $7,487 $ 8,235 $1,457 $1,148
====== ======= ====== ======

In 1999, contingent consideration of $750,000, based on the achievement of
specified earnings levels, was recorded in full satisfaction of the acquisition
of General Marine Leasing, Inc. This additional consideration was assigned to
goodwill.

F-68
156
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table presents unaudited selected financial information for
the Company and the above acquired companies on a pro forma basis, assuming the
companies had been combined at the beginning of the year prior to the year of
acquisition:

DECEMBER 31,
------------------------------------------
1999 1998 1997
------------ ------------ ------------

Revenue (in thousands).......................... $71,629 $91,443 $104,037
Net earnings (in thousands)..................... 6,576 753 13,073
Basic earnings per share........................ 0.84 0.09 1.79

On February 28, 2000, the Company acquired substantially all the operating
assets and business of International Quarters L.L.C. for cash consideration of
$3.5 million and a note payable of $1.0 million. The acquisition has been
accounted for as a purchase resulting in assigned amounts of $3.2 million for
property, plant and equipment and goodwill of $1.3 million. The transaction does
not have a material effect on the Company's results of operations.

11. SPECIAL CHARGE

In the third quarter of 1998, the Company recorded an asset impairment
provision of $5,263,000, with respect to its Chilean assets. The Chilean assets
consisted primarily of temporary living accommodations on short term rental to
various mining contractors in Chile. As a result of depressed copper prices, the
majority of the projects were either delayed or cancelled by September 1998, and
no other significant markets were available for these units. The fair value of
the units was reassessed based on significantly reduced future cash flows,
resulting in the write-down.

12. BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

The Company's operations consist of four segments: PTI Services, Travco,
GML and Chile. The PTI Services segment provides logistics and support services
to work crews in remote areas. These services include the transport and
maintenance of modular mobile structures ("camps"), and the delivery and
preparation of food and living services, collectively referred to as camp
catering services. Travco manufactures camps for sale and for use by the PTI
Services segment. GML provides camp catering services, including the manufacture
of camps, with its operations conducted in the United States. The Chile segment
provides camp rental, maintenance and logistics services to customers within
Chile and neighbouring countries.

Intersegment sales and services are accounted for at commercial prices and
are eliminated on consolidation. The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies of the Company. The Company evaluates performance of each
reportable segment based upon its operating earnings before depreciation and
amortization.

No single customer accounted for 10% or more of consolidated revenues
during any of the periods presented.

F-69
157
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Summarized financial information is as follows (in thousands):

Business Segments:

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2000 (UNAUDITED)
---------------------------------------------------------
PTI
SERVICES TRAVCO GML CHILE TOTAL
---------- --------- --------- -------- ---------
(IN THOUSANDS)

Revenue....................................... $60,483 $19,789 $ 9,264 $ -- $89,536
Intersegment eliminations..................... -- 6,135 -- -- 6,135
------- ------- ------- ------ -------
Revenue from external customers............... $60,483 $13,654 $ 9,264 $ -- $83,401
======= ======= ======= ====== =======
Operating earnings before depreciation and
amortization................................ 16,334 2,300 3,321 -- 21,955
Depreciation and amortization............... 5,006
-------
Operating earnings.......................... 16,949
-------
Capital expenditures.......................... 2,904 53 2,260 -- 5,217
Identifiable assets........................... 61,993 6,798 28,931 1,201 98,923

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 (UNAUDITED)
--------------------------------------------------------
PTI
SERVICES TRAVCO GML CHILE TOTAL
---------- -------- --------- -------- ---------
(IN THOUSANDS)

Revenue........................................ $39,861 $5,182 $ 8,086 $ 234 $53,363
Intersegment eliminations...................... -- 1,204 -- -- 1,204
------- ------ ------- ------ -------
Revenue from external customers................ $39,861 $3,978 $ 8,086 $ 234 $52,159
======= ====== ======= ====== =======
Operating earnings (loss) before depreciation
and amortization............................. 12,133 279 4,426 (112) 16,726
Depreciation and amortization.................. 4,620
-------
Operating earnings............................. 12,106
-------
Capital expenditures........................... 1,382 -- 2,724 -- 4,106
Identifiable assets............................ 67,879 4,005 17,441 2,040 91,365

YEAR ENDED DECEMBER 31, 1999
----------------------------------------------
PTI
SERVICES TRAVCO GML CHILE TOTAL
-------- ------ ------- ------ -------

Revenue........................................ $53,614 $8,515 $10,859 $ 237 $73,225
Intersegment eliminations...................... -- 2,719 -- -- 2,719
------- ------ ------- ------ -------
Revenue from external customers................ $53,614 $5,796 $10,859 $ 237 $70,506
======= ====== ======= ====== =======
Operating earnings (loss) before depreciation
and amortization............................. 14,040 578 5,879 (174) 20,323
Depreciation and amortization.................. 6,256
-------
Operating earnings............................. 14,067
-------
Capital expenditures........................... 2,785 24 3,110 -- 5,919
Identifiable assets............................ 73,884 4,176 17,828 1,210 97,098

F-70
158
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

YEAR ENDED DECEMBER 31, 1998
------------------------------------------------
PTI
SERVICES TRAVCO GML CHILE TOTAL
-------- ------- ------- ------- -------

Revenue...................................... $67,652 $12,258 $ 6,060 $ 3,807 $89,777
Intersegment eliminations.................... -- 3,343 -- -- 3,343
------- ------- ------- ------- -------
Revenue from external customers.............. $67,652 $ 8,915 $ 6,060 $ 3,807 $86,434
======= ======= ======= ======= =======
Operating earnings (loss) before
depreciation, amortization and special
charge..................................... 18,612 695 2,409 (1,426) 20,290
Depreciation and amortization................ 5,812
Special charge............................... 5,263 5,263
-------
Operating earnings........................... 9,215
-------
Capital expenditures......................... 10,418 127 1,318 1,196 13,059
Identifiable assets.......................... 66,337 3,108 16,245 3,671 89,361

358 DAY PERIOD ENDED DECEMBER 31, 1997
------------------------------------------------
PTI
SERVICES TRAVCO GML CHILE TOTAL
-------- ------- ------- ------ --------

Revenue...................................... $67,503 $30,909 $ -- $3,506 $101,918
Intersegment eliminations.................... -- 7,043 -- -- 7,043
------- ------- ------- ------ --------
Revenue from external customers.............. $67,503 $23,866 $ -- $3,506 $ 94,875
======= ======= ======= ====== ========
Operating earnings before depreciation and
amortization............................... 18,161 4,817 -- 827 23,805
Depreciation and amortization................ 2,909
--------
Operating earnings........................... 20,896
--------
Capital expenditures......................... 8,796 440 -- -- 9,236
Identifiable assets.......................... 66,695 4,137 -- 9,434 80,266

Geographic Areas:

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2000 (UNAUDITED)
--------------------------------------------------------
UNITED
STATES CANADA OTHER ELIMINATIONS TOTAL
-------- -------- ------- ------------- --------
(IN THOUSANDS)

Revenues from:
Unaffiliated customers.................... $10,111 $70,586 $2,704 $ -- $83,401
Inter area sales.......................... -- 609 -- (609) --
------- ------- ------ ----- -------
Total revenue..................... $10,111 $71,195 $2,704 $(609) $83,401
======= ======= ====== ===== =======
Long-lived assets........................... 23,442 52,066 1,195 -- 76,703

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999 (UNAUDITED)
--------------------------------------------------------
UNITED
STATES CANADA OTHER ELIMINATIONS TOTAL
-------- -------- ------- ------------- --------
(IN THOUSANDS)

Revenues from:
Unaffiliated customers.................... $ 8,445 $41,129 $2,585 $ -- $52,159
Inter area sales.......................... -- 692 -- (692) --
------- ------- ------ ----- -------
Total revenue..................... $ 8,445 $41,821 $2,585 $(692) $52,159
======= ======= ====== ===== =======
Long-lived assets........................... 17,409 51,594 1,456 -- 70,459

F-71
159
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

YEAR ENDED DECEMBER 31, 1999
---------------------------------------------------
UNITED
STATES CANADA OTHER ELIMINATIONS TOTAL
------- ------- ------ ------------ -------

Revenues from:
Unaffiliated customers.................... $11,417 $55,333 $3,756 $ -- $70,506
Inter area sales.......................... -- 888 -- (888) --
------- ------- ------ ----- -------
Total revenue..................... $11,417 $56,221 $3,756 $(888) $70,506
======= ======= ====== ===== =======
Long-lived assets........................... 17,277 56,408 1,248 -- 74,933

YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------
UNITED
STATES CANADA OTHER ELIMINATIONS TOTAL
------- ------- ------ ------------ -------

Revenues from:
Unaffiliated customers.................... $ 7,027 $72,186 $7,221 $ -- $86,434
Inter area sales.......................... -- 1,334 -- (1,334) --
------- ------- ------ ------- -------
Total revenue..................... $ 7,027 $73,520 $7,221 $(1,334) $86,434
======= ======= ====== ======= =======
Long-lived assets........................... 14,567 52,760 1,772 -- 69,099

358 DAY PERIOD ENDED DECEMBER 31, 1997
---------------------------------------------------
UNITED
STATES CANADA OTHER ELIMINATIONS TOTAL
------- ------- ------ ------------ -------

Revenues from:
Unaffiliated customers.................... $ 112 $87,521 $7,242 $ -- $94,875
Inter area sales.......................... -- 2,492 -- (2,492) --
------- ------- ------ ------- -------
Total revenue..................... $ 112 $90,013 $7,242 $(2,492) $94,875
======= ======= ====== ======= =======
Long-lived assets........................... -- 49,294 6,680 -- 55,974

13. STATEMENTS OF CASH FLOWS

The following information supplements the Consolidated Statements of Cash
Flows (in thousands):

NINE-MONTH PERIOD ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------- ----------------------------
2000 1999 1999 1998 1997
----------- ----------- ------ ------ ----------
(UNAUDITED) (UNAUDITED) (YEAR) (YEAR) (358 DAYS)

Cash paid during the period for:
Interest................................ $2,227 $2,198 $2,504 $1,950 $1,605
Income taxes............................ 871 3,653 4,286 5,253 6,027

14. FINANCIAL INSTRUMENTS

Financial instruments include cash, trade accounts receivable, income taxes
receivable, current liabilities other than deferred tax liabilities and
long-term debt.

The carrying value of the above noted current items approximate their fair
value due to their short-term maturity. The carrying value of long-term debt
approximates its fair value as it primarily bears interest at floating or
short-term fixed rates.

Trade accounts receivable include balances from a large number of
customers. The company assesses the credit worthiness of its customers on an
ongoing basis as well as monitoring the amount and age of balances outstanding,
and views the credit risks on these amounts as normal for the industry.

F-72
160
PTI GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company is exposed to foreign currency fluctuations in relation to its
foreign operations and also has trade accounts receivable and long-term debt
denominated in foreign currencies; however, the Company does not believe these
exposures are material to its overall operations. The Company has entered into
forward exchange contracts to minimize its exposure to fluctuations in foreign
exchange rates on trade accounts receivable. Gains and losses on forward
exchange contracts are included in earnings on settlement. There are no
contracts outstanding at December 31, 1999 and 1998.

The Company utilizes financial instruments to reduce its exposure to
fluctuations in interest rates. Gains and losses on interest rate swaps (note 6)
are taken to income throughout the period of the arrangements. As at December
31, 1999, 81% of the Company's total long-term debt was in floating rate or
short-term fixed borrowings, meaning an assumed 1% change in market interest
rates would affect interest expense by approximately $298,000 on an annualized
basis.

15. CONTINGENCIES

The Company is involved in various claims and pending or threatened legal
actions involving a variety of matters. The total liability on these matters at
December 31, 1999 cannot be determined; however, in the opinion of management,
any ultimate liability, to the extent not otherwise provided for, should not
materially affect the financial position, liquidity or results of operations of
the company.

16. RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities, subsequently
amended by FAS 138. The Company expects to adopt the new Statement effective
January 1, 2001. The Statement will require the Company to recognize all
derivatives on the balance sheet at fair value. The Company has not completed
its evaluation but currently does not anticipate that the adoption of this
Statement will have a significant effect on its results of operations or
financial position.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin no. 101 (as amended), relating to revenue recognition. The
Company has not determined the potential impact of this pronouncement on its
results of operations.

17. SUBSEQUENT EVENT

The Company has entered into a combination agreement with Oil States
International, Inc., HWC Energy Services Inc. and Sooner Inc. to combine the
four companies. The terms of the agreement provide for the exchange of 100% of
the PTI common shares for cash, Oil States International, Inc. common shares or
PTI exchangeable shares, which can be converted into Oil States International,
Inc. common shares. The merger has been approved by the board of directors of
PTI and is subject to various conditions, including approvals by the
shareholders of all companies and regulatory approvals in both the United States
and Canada.

F-73
161

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA)

SEPTEMBER 30,
2000
-------------
(UNAUDITED)

CURRENT ASSETS:
Cash and cash equivalents................................. $ 756
Accounts receivable, net of allowance for doubtful
accounts of $185....................................... 14,841
Prepaid expenses and other current assets................. 1,978
--------
Total current assets.............................. 17,575
PROPERTY AND EQUIPMENT, net................................. 52,025
GOODWILL, net............................................... 32,704
OTHER LONG-TERM ASSETS...................................... 565
--------
Total assets...................................... $102,869
========

CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 7,533
Accounts payable and accrued expenses..................... 6,411
Income taxes payable...................................... 73
Additional purchase price consideration due for prior
acquisition............................................ 2,120
Other current liabilities................................. 970
--------
Total current liabilities......................... 17,107
BANK DEBT................................................... 22,525
NOTES PAYABLE TO FORMER OWNERS.............................. 7,979
CONVERTIBLE NOTES PAYABLE................................... 500
DEFERRED TAX LIABILITY...................................... 10,893
OTHER LIABILITIES........................................... 207
--------
Total liabilities................................. 59,211
COMMITMENTS AND CONTINGENCIES:
REDEEMABLE PREFERRED STOCK:
Par value $.01, 5,800 shares authorized, 4,862 issued and
outstanding at September 30, 2000; $5,143 aggregate
liquidation preference at September 30, 2000........... 5,143
STOCKHOLDERS' EQUITY:
Common stock, $.01 per share par value, 1,000,000 shares
authorized, 33,568 shares issued and outstanding as of
September 30, 2000..................................... --
Additional paid-in capital................................ 38,051
Currency translation adjustment........................... 45
Retained earnings......................................... 419
--------
Total stockholders' equity........................ 38,515
--------
Total liabilities and stockholders' equity........ $102,869
========

The accompanying notes are an integral part of these consolidated financial
statements.

F-74
162

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2000 1999
----------- -----------
(UNAUDITED) (UNAUDITED)

REVENUES.................................................... $56,391 $29,080
COST OF SERVICES:
Operating costs........................................... 34,251 18,285
Depreciation and amortization............................. 5,735 4,801
------- -------
Gross profit...................................... 16,405 5,994
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................ 9,728 6,614
------- -------
Income (loss) from operations..................... 6,677 (620)
OTHER:
Equity in net income of affiliate......................... 52 31
Interest income........................................... 136 25
Interest expense.......................................... (2,563) (1,832)
Other income (expense).................................... (12) (52)
------- -------
INCOME (LOSS) BEFORE INCOME TAXES........................... 4,290 (2,448)
PROVISION (BENEFIT) FOR INCOME TAXES........................ 1,770 (519)
------- -------
NET INCOME (LOSS) BEFORE PREFERRED DIVIDENDS................ 2,520 (1,929)
PREFERRED STOCK DIVIDENDS................................... (246) (106)
------- -------
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS....... $ 2,274 $(2,035)
======= =======
NET INCOME (LOSS) PER SHARE:
Basic..................................................... $ 67.87 $(60.78)
======= =======
Diluted................................................... $ 55.82 $(60.78)
======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic..................................................... 33,504 33,484
======= =======
Diluted................................................... 45,144 33,484
======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-75
163

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
2000 1999
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers.............................. $ 54,935 $ 28,510
Cash paid to suppliers and employees...................... (44,590) (26,908)
Cash paid for interest.................................... (2,622) (1,912)
Cash paid for income taxes................................ (2,153) (904)
Other..................................................... 137 (5)
-------- --------
Net cash provided by (used in) operating
activities....................................... 5,707 (1,219)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets.................................. (4,337) (1,810)
Cash used in acquisitions, net of cash acquired........... -- (2,337)
Other..................................................... 237 176
-------- --------
Net cash used in investing activities............. (4,100) (3,971)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in debt.......................................... 3,509 7,452
Repayment of debt......................................... (5,335) (5,072)
Issuance of preferred stock............................... -- 2,145
Other..................................................... (48) --
-------- --------
Net cash provided by (used in) financing
activities....................................... (1,874) 4,525
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS:.................... (267) (665)
CASH AND CASH EQUIVALENTS, beginning of period.............. 1,023 1,142
-------- --------
CASH AND CASH EQUIVALENTS, end of period.................... $ 756 $ 477
======== ========
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net income (loss)......................................... $ 2,520 $ (1,929)
Depreciation and amortization............................. 5,735 4,801
Equity in earnings of affiliates.......................... (52) (31)
Other..................................................... 77 (719)
Deferred taxes............................................ (509) (218)
Change in current assets and liabilities-
Increase (decrease) in accounts receivable............. (1,457) (570)
Increase in prepaid expenses and other current
assets................................................ (341) 370
Increase (decrease) in accounts payable and accrued
expenses.............................................. (403) (1,126)
Increase (decrease) in income taxes payable............ 126 (704)
Increase (decrease) in other current liabilities....... 11 (1,093)
-------- --------
Net cash provided by (used in) operating
activities....................................... $ 5,707 $ (1,219)
======== ========
NONCASH TRANSACTIONS:
Issuance of debt for assets............................... -- $ 820
Stock dividend issued on redeemable preferred stock....... $ 163 106
Accrual of additional purchase price consideration due for
prior acquisition...................................... 2,120 --

The accompanying notes are an integral part of these consolidated financial
statements.

F-76
164

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the Company
and its wholly-owned subsidiaries have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Information in footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to these rules and regulations. The unaudited consolidated financial
statements included in this report reflect all the adjustments, consisting of
normal recurring accruals, which the Company considers necessary for a fair
presentation of the results of operations for the interim periods covered and
for the financial condition of the Company at the date of the interim balance
sheet. Results for the interim periods are not necessarily indicative of results
for the year.

The financial statements included in this report should be read in
conjunction with the Company's 1999 audited consolidated financial statements
and accompanying notes included elsewhere herein.

2. ACQUISITIONS

On March 31, 1999, the Company completed the acquisition of all of the
outstanding stock of C&H Rental Tools, Inc., and C&H Specialty Company, Inc.
(collectively, C&H). The Company paid cash of approximately $2.4 million and
$820,000 in subordinated promissory notes. C&H provides rental equipment for
drilling and workover operations in Louisiana and offshore in the Gulf of
Mexico. In addition, the C&H purchase agreement provides for the payment of
contingent consideration based on the earnings of the acquired business during
the period from January 1, 1999, through December 31, 2000. Payment on the
contingent consideration is due by March 31, 2001. Any contingent consideration
will be based on an agreed-upon percentage of earnings above targeted levels and
could total a maximum of $2,120,000. The contingent consideration is not
included in the acquisition cost total above but will be recorded when future
earnings requirements are met. In the second quarter of 2000, the earnings of
the acquired business met specified targets and the Company recorded additional
consideration and a liability to the former C&H owners of $2,120,000.

Effective on November 30, 1999, the Company completed the acquisition of 12
snubbing units and related equipment from two unrelated vendors for total
consideration of $3.7 million cash and subordinated notes held by one of the
vendors in the amount of $4.5 million. The snubbing units are similar to those
currently operated by the Company and were located in Europe, Africa, the Middle
East and Canada when acquired. The purchase agreement contained a preestablished
rate which would be charged to the buyers upon future leasing of the equipment
and such amounts paid by the buyers will be applied as payment of the debt
obligations.

F-77
165
HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. PROPERTY AND EQUIPMENT

The Company's property and equipment consists of the following at September
30, 2000 (unaudited) (in thousands):

ESTIMATED
LIVES
(IN YEARS)
----------

Land........................................................ $ 684
Rental tools................................................ 5-7 24,682
Equipment................................................... 5-13 33,471
Buildings and improvements.................................. 25 4,073
Vehicles.................................................... 3-5 1,591
Furniture, fixtures and equipment........................... 5 1,199
-------
65,700
Less- Accumulated depreciation.............................. 13,675
-------
Property and equipment, net....................... $52,025
=======

4. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is involved in legal actions arising in the ordinary course of
business. Management does not believe the outcome of such legal actions will
have a material adverse effect on the Company's financial position.

Insurance

The Company carries a broad range of insurance coverage, including general
and business auto liability, commercial property, workers' compensation and a
general umbrella policy.

5. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents,
accounts receivable, accounts payable and debt. The carrying value of those
instruments reported in the balance sheet are considered to estimate their
respective fair values based on comparisons to market rates having the same or
similar maturities and collateral requirements offered to the Company.
Management believes the carrying amounts of these accounts approximate fair
value as of September 30, 2000.

6. RISK CONCENTRATION

The Company has material receivables, denominated in U.S. dollars, from
various Venezuelan customers. The Company's policy is to manage its exposure to
credit risk through credit approvals and limits. Historically, write-offs for
doubtful accounts have been insignificant.

7. INDUSTRY SEGMENT INFORMATION

F-78
166
HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

automated pipe handling. The Company's nonoperating segment consists of
corporate activities and minority investment in an unconsolidated subsidiary.
The segments of the Company are based on the groupings of similar businesses
acquired since the inception of the Company in 1997.

The accounting policies of the segments are the same as those described in
the summary of significant accounting policies in the Company's audited
financials appearing elsewhere herein. There are no intersegment sales.
Information about the Company's segments are as follows:

STATEMENT OF OPERATIONS INFORMATION

NINE MONTHS ENDED
SEPTEMBER 30,
-----------------
2000 1999
------- -------
(IN THOUSANDS)

Revenues --
Hydraulic well control.................................... $22,696 $11,891
Specialty rental tools.................................... 19,837 11,604
Oil and gas well drilling................................. 13,858 5,585
------- -------
$56,391 $29,080
======= =======
Income (loss) from operations
Hydraulic well control.................................... $ 2,037 $ (602)
Specialty rental tools.................................... 3,506 725
Oil and gas well drilling................................. 1,692 (275)
General corporate......................................... (558) (468)
------- -------
$ 6,677 $ (620)
======= =======

F-79
167

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of HWC Energy Services, Inc., and
Subsidiaries:

We have audited the accompanying consolidated balance sheets of HWC Energy
Services, Inc. (a Texas corporation), and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended December 31, 1999 and 1998, and the
period from November 14, 1997 (Inception) through December 31, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
HWC Energy Services, Inc., and subsidiaries as of December 31, 1999 and 1998,
and the results of their operations and their cash flows for the years ended
December 31, 1999 and 1998, and for the period from November 14, 1997
(Inception) through December 31, 1997, in conformity with accounting principles
generally accepted in the United States.

ARTHUR ANDERSEN LLP

Houston, Texas
July 14, 2000

F-80
168

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

DECEMBER 31,
------------------
1999 1998
-------- -------

ASSETS

CURRENT ASSETS:
Cash and cash equivalents................................. $ 1,023 $ 1,142
Accounts receivable, net of allowance for doubtful
accounts of $296 and $204, respectively................ 13,373 7,684
Prepaid expenses and other current assets................. 1,635 1,508
-------- -------
Total current assets.............................. 16,031 10,334
PROPERTY AND EQUIPMENT, net................................. 52,914 44,324
GOODWILL, net............................................... 31,203 30,404
OTHER LONG-TERM ASSETS...................................... 580 606
-------- -------
Total assets...................................... $100,728 $85,668
======== =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt...................... $ 4,017 $ 6,445
Accounts payable and accrued expenses..................... 7,066 4,913
Income taxes payable...................................... -- 688
Deferred income tax liabilities........................... -- 98
Other current liabilities................................. 812 1,527
-------- -------
Total current liabilities......................... 11,895 13,671
BANK DEBT................................................... 23,606 15,015
NOTES PAYABLE TO FORMER OWNERS.............................. 12,210 7,655
CONVERTIBLE NOTES PAYABLE................................... 500 500
DEFERRED TAX LIABILITIES.................................... 11,401 10,392
OTHER LIABILITIES........................................... 129 --
-------- -------
Total liabilities................................. 59,741 47,233
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK
Par value $.01, 5,800 shares authorized, 4,795 shares
issued and outstanding at December 31, 1999; $4,914
aggregate liquidation preference at December 31,
1999................................................... 4,914 --
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 1,000,000 shares authorized,
33,484 shares issued and outstanding as of December 31,
1999 and 1998.......................................... -- --
Additional paid-in capital................................ 37,925 37,925
Cumulative translation adjustment......................... 4 --
Retained earnings (deficit)............................... (1,856) 510
-------- -------
Total stockholders' equity........................ 36,073 38,435
-------- -------
Total liabilities and stockholders' equity........ $100,728 $85,668
======== =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-81
169

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

FOR THE
PERIOD FROM
NOVEMBER 14,
1997
YEAR ENDED (INCEPTION),
DECEMBER 31, THROUGH
----------------- DECEMBER 31,
1999 1998 1997
------- ------- ------------

REVENUES.................................................... $42,274 $42,616 $7,459
COST OF SERVICES:
Operating costs........................................... 26,848 27,885 4,561
Depreciation and amortization............................. 6,543 4,650 304
------- ------- ------
Gross profit...................................... 8,883 10,081 2,594
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................ 9,364 7,408 827
------- ------- ------
Income (loss) from operations..................... (481) 2,673 1,767
OTHER:
Equity in earnings of affiliate........................... 52 87 --
Interest income........................................... 36 235 12
Interest expense.......................................... (2,565) (2,507) (225)
Other income (expense).................................... (40) 28 (368)
------- ------- ------
INCOME (LOSS) BEFORE INCOME TAXES........................... (2,998) 516 1,186
PROVISION (BENEFIT) FOR INCOME TAXES........................ (753) 550 642
------- ------- ------
NET INCOME (LOSS) BEFORE PREFERRED DIVIDENDS................ (2,245) (34) 544
PREFERRED STOCK DIVIDENDS................................... (121) -- --
------- ------- ------
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS....... $(2,366) $ (34) $ 544
======= ======= ======
NET INCOME (LOSS) PER SHARE -- BASIC AND DILUTED............ $(70.66) $ (1.13) $25.52
======= ======= ======
WEIGHTED AVERAGE SHARES OUTSTANDING......................... 33,484 30,095 21,319
======= ======= ======

The accompanying notes are an integral part of these consolidated financial
statements.

F-82
170

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)

COMMON STOCK ADDITIONAL CUMULATIVE RETAINED
---------------- PAID-IN TRANSLATION EARNINGS
SHARES AMOUNT CAPITAL ADJUSTMENT (DEFICIT) TOTAL
------ ------- ---------- ----------- --------- -------

BALANCE, November 14, 1997
(Inception)........................ -- $ -- $ -- $ -- $ -- $ --
SALE OF STOCK FOR CASH............. 20,400 20,400 -- -- -- 20,400
ISSUANCE OF STOCK IN ACQUISITION
TRANSACTION........................ 3,600 3,600 -- -- -- 3,600
NET INCOME......................... -- -- -- -- 544 544
------ ------- ---- ---- ------- -------
BALANCE, December 31, 1997......... 24,000 24,000 -- -- 544 24,544
SALE OF STOCK TO EXISTING
STOCKHOLDERS....................... 1,817 2,425 -- -- -- 2,425
ISSUANCE OF STOCK IN ACQUISITION
TRANSACTIONS....................... 7,667 11,500 -- -- -- 11,500
NET LOSS........................... -- -- -- -- (34) (34)
------ ------- ---- ---- ------- -------
BALANCE, December 31, 1998......... 33,484 37,925 -- -- 510 38,435
PREFERRED STOCK DIVIDEND........... -- -- -- -- (121) (121)
COMPREHENSIVE LOSS:
Net loss......................... -- -- -- -- (2,245) (2,245)
Cumulative translation
adjustment.................... -- -- -- 4 -- 4
------ ------- ---- ---- ------- -------
Total comprehensive
loss................... -- -- -- 4 (2,245) (2,241)
------ ------- ---- ---- ------- -------
BALANCE, December 31, 1999......... 33,484 $37,925 $ -- $ 4 $(1,856) $36,073
====== ======= ==== ==== ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-83
171

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FOR THE PERIOD FROM
NOVEMBER 14, 1997
YEAR ENDED DECEMBER 31, (INCEPTION), THROUGH
----------------------- DECEMBER 31,
1999 1998 1997
---------- ---------- --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers............................. $ 37,370 $ 50,394 $ 7,089
Cash paid to suppliers and employees..................... (35,604) (40,274) (2,476)
Cash paid for interest................................... (2,429) (2,661) (225)
Interest income received................................. 36 235 12
Other income received (paid)............................. (46) 1,618 2
Cash paid for income taxes............................... (570) (1,645) --
-------- -------- --------
Net cash provided by (used in) operating
activities..................................... (1,243) 7,667 4,402
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets................................. (2,740) (4,962) (1,063)
Proceeds from sale (disposition) of fixed assets......... 327 620 898
Cash used in acquisitions, net of cash acquired.......... (6,069) (9,339) (33,314)
-------- -------- --------
Net cash used in investing activities............ (8,482) (13,681) (33,479)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in debt......................................... 11,787 14,001 17,100
Repayment of debt........................................ (6,974) (27,693) --
Proceeds from issuance of stock, net of issuance costs... 4,793 12,425 20,400
-------- -------- --------
Net cash provided by (used in) financing
activities..................................... 9,606 (1,267) 37,500
-------- -------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS:................... (119) (7,281) 8,423
CASH AND CASH EQUIVALENTS, beginning of period............. 1,142 8,423 --
-------- -------- --------
CASH AND CASH EQUIVALENTS, end of period................... $ 1,023 $ 1,142 $ 8,423
======== ======== ========
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net income (loss)........................................ $ (2,245) $ (34) $ 544
Depreciation and amortization............................ 6,543 4,650 304
Equity in earnings of affiliates......................... (52) (87) --
Foreign exchange (gain) loss............................. (20) 79 370
Other.................................................... (50) 170 (471)
Deferred taxes........................................... (701) 56 (71)
Loss on asset sales................................... 15 18 --
Change in current assets and liabilities --
(Increase) decrease in accounts receivable.......... (4,925) 7,811 5,791
(Increase) decrease in prepaid expenses and other
current assets................................... (147) (245) (387)
Increase (decrease) in accounts payable and accrued
expenses......................................... 1,785 (2,920) (3,110)
Increase (decrease) in income taxes payable......... (622) (673) 713
Increase (decrease) in accrued interest............. 136 (150) --
Increase (decrease) in other current liabilities.... (960) (1,008) 719
-------- -------- --------
Net cash provided by (used in) operating
activities..................................... $ (1,243) $ 7,667 $ 4,402
======== ======== ========
NONCASH TRANSACTIONS:
Issuance of debt for acquisitions........................ $ 5,320 $ 5,340 $ 7,009
Issuance of common stock for acquisitions................ -- 1,500 3,600
Preferred stock dividends................................ 121 -- --

The accompanying notes are an integral part of these consolidated financial
statements.

F-84
172

HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

HWC Energy Services, Inc. (the Parent) (a Texas corporation), and
subsidiaries (collectively, the Company) provide worldwide well control services
and drilling and rental equipment to the oil and gas industry. The headquarters
of HWC Energy Services, Inc., is in Houston, Texas, and the Company operates
primarily in Texas, Louisiana, Ohio, Oklahoma and New Mexico, along with foreign
operations in Venezuela, the Middle East, Africa and Canada. Its hydraulic well
control operations provide, globally, hydraulic workover (snubbing) units for
emergency well control situations and in selected markets, various hydraulic
well control solutions involving well drilling and workover and completion
activities. In West Texas and Ohio, the Company's Capstar Drilling, Inc.,
subsidiary operates shallow well drilling rigs with automated pipe handling
capabilities. Specialty Rental Tools and Supply, Inc. operates from 12 locations
in Texas, Louisiana and Oklahoma to provide rental equipment for drilling and
workover operations. The Company utilizes underbalanced drilling techniques to
enhance drilling performance.

The Company's level of activity depends largely on the condition of the oil
and gas industry and, in particular, the level of capital expenditures by oil
and gas companies for drilling services in the Company's operating areas. These
expenditures are influenced by prevailing oil and gas prices, expectations about
future demand and prices, the cost of exploring, producing and developing oil
and gas reserves, the discovery rates of new oil and gas reserves, political and
economic conditions, governmental regulations and the availability and cost of
capital.

2. SUMMARY OF ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements of the Company include the accounts
of Capstar Drilling, Inc. (Capstar), Specialty Rental Tools and Supply, Inc.
(Specialty), and HWC Holdings, Inc. (Holdings), and a 28.6 percent investment in
Signa Engineering Corporation (Signa). The Company's investment in Signa (see
Note 6) is accounted for using the equity method of accounting. All significant
intercompany transactions have been eliminated in consolidation.

Basis of Accounting and Use of Estimates

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States (GAAP) requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost, and depreciation is computed
using the straight-line method over the estimated useful lives of the assets.

Expenditures for repairs and maintenance are charged to expense when
incurred. Expenditures for major renewals and betterments, which extend the
useful lives of existing equipment, are capitalized and depreciated over the
remaining lives of the assets. Upon retirement or disposition of property and
equipment,

F-85
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the cost and related accumulated depreciation are removed from the accounts and
any resulting gain or loss is recognized in the statement of operations.

The Company periodically evaluates its long-lived assets held and used for
impairment whenever events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable and a provision for
possible loss is made if required. Based on the Company's review, the carrying
value of its assets are recoverable and no impairment losses have been recorded
for the periods presented.

Goodwill

Goodwill represents the excess of cost over fair market value of net assets
acquired and is being amortized on a straight-line basis over an estimated
useful life of 40 years. Goodwill is shown net of accumulated amortization of
$1.5 million and $654,000 at December 31, 1999 and 1998, respectively. The
carrying amount of goodwill is reviewed if facts and circumstances suggest that
it may be impaired. If this review indicates that goodwill will not be
recoverable, as determined based on the expected future undiscounted cash flow
of the businesses acquired over the remaining amortization period, the carrying
amount of the goodwill is reduced by the estimated shortfall. Based on the
Company's review, the carrying value of its goodwill is recoverable and no
impairment losses have been recorded for the periods presented.

Foreign Currency Translation

The accounting records of one of the Company's subsidiaries are maintained
and prepared in Canadian dollars. Accordingly, the Canadian dollar is the
functional currency and is translated to U.S. dollars for financial reporting
purposes. The accounts of the foreign subsidiary have been remeasured into U.S.
dollars using the exchange rate for balances at the end of the period and the
average exchange rate for transactions occurring during the period. The
resulting net translation gains and losses are reported in the equity section of
the balance sheet under the caption "cumulative translation adjustment."

The accounting records of the Company's subsidiary in Venezuela are
maintained in Venezuelan bolivars. The accounts of the Venezuelan subsidiary
have been remeasured into U.S. dollars in accordance with Statement of Financial
Accounting Standards (SFAS) No. 52, "Foreign Currency Translation." Accordingly,
the Venezuelan bolivars are translated to U.S. dollars for financial reporting
purposes by using the U.S. dollar as the functional currency and exchange gains
and losses, as well as translation gains and losses, are reported in income and
expenses. The resulting net exchange and translation gains (losses) for the
years ended December 31, 1999 and 1998, and for the period from November 14,
1997 (inception) through December 31, 1997 were $20,000, $(79,000), and
$(370,000), respectively.

Comprehensive Income

Comprehensive income is defined by SFAS No. 130, "Reporting Comprehensive
Income," and is net income including direct adjustments to stockholders' equity.
The cumulative translation adjustment of the Company's Canadian subsidiary is
the only such direct adjustment applicable to the Company and is only applicable
to the year ended December 31, 1999. All foreign operations of the Company
utilized the U.S. dollar as the functional currency prior to 1999, and there
were no other components of comprehensive income other than net income.

Revenue Recognition

The Company recognizes revenues from contracts as they are earned, either
on the basis of the footage drilled or number of days worked at the contractual
rate per day. Revenues from rental tools are recognized as they are earned,
based on daily rental rates.

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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Earnings Per Share

Basic earnings per share is computed by dividing the net loss by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is determined on the assumption that outstanding stock
options have been converted using the treasury stock method. Convertible
preferred stock is included in diluted earnings per share using the
"if-converted" method. For purposes of computing earnings per share in a loss
year, common stock equivalents are excluded from the computation of weighted
average common shares outstanding because their effect is antidilutive. In the
years ended December 31, 1998 and 1999, potentially dilutive stock options and
convertible preferred stock representing the right to acquire 717 and 9,828
shares, respectively, were excluded from the earnings per share calculation.

Income Taxes

The Company follows the liability method of accounting for income taxes in
accordance with SFAS No. 109, "Accounting for Income Taxes." Under this method,
deferred income taxes are recorded based upon the differences between the
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the underlying
assets or liabilities are recovered or settled.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes a new model for accounting for derivatives and hedging activities
and supercedes and amends a number of existing accounting standards. The Company
currently does not employ derivative instruments and believes that the adoption
of SFAS No. 133, required originally in the year 2000, amended by SFAS No. 137
and extended into the year 2001, will not have a material impact on the
Company's financial position or results of operations.

3. ACQUISITIONS

On November 17, 1997, the Company acquired 100 percent of the common stock
of Brazeal, Inc., which was conducting business as CapStar. The total purchase
price was $12.0 million and consisted of cash of $10.0 million and notes issued
to the former Brazeal, Inc. shareholders of $2.0 million.

On November 20, 1997, the Company, through a wholly owned subsidiary,
acquired 100 percent of the stock of Hydraulic Well Control, Inc., and
affiliated companies (HWC) for total consideration of $34.4 million. The
purchase consideration consisted of cash of $26.5 million, notes issued to the
former shareholders of $5.0 million, stock of the Company valued at $3.6 million
and assumed liabilities of $0.7 million. The transaction was accounted for using
the purchase method of accounting. HWC operates hydraulic well control equipment
worldwide.

On May 1, 1998, the Company acquired all of the outstanding shares of
Specialty, an unaffiliated company, for approximately $24.3 million, including
transaction costs. The consideration for the shares was funded by a senior bank
note of $12.5 million, approximately $2.8 million in subordinated promissory
notes payable to the existing Specialty stockholders, assumption of
approximately $1.2 million of debt and cash proceeds from the sale of stock of
$6.0 million. Existing Specialty stockholders were also issued shares of the
Company's common stock valued at $1.5 million.

On June 14, 1998, Capstar acquired the assets of Peek and Rowan, Inc., and
an affiliated company (Peek and Rowan), companies in a similar line of business
as Capstar, for approximately $5.7 million, including transaction costs. The
purchase price was funded by approximately $1.2 million in subordinated
promissory notes payable to Peek and Rowan, a convertible promissory note in the
amount of $500,000 and cash proceeds from the sale of stock of $4.0 million.
F-87
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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On December 31, 1998, Specialty acquired the assets of A & B Rental Tools,
Inc. (A & B), a company in a similar line of business as Specialty, for $1.8
million. The purchase price was funded by a subordinated promissory note payable
to the former A & B stockholders and $900,000 in cash. For the year ended
December 31, 1998, the operations of Peek and Rowan and Specialty have been
included in the consolidated financial statements for the periods from their
acquisition dates.

The acquisitions during 1999 and 1998 were accounted for using the purchase
method of accounting and have included the application of "pushdown" accounting
to the individual company's financial statements. Accordingly, an allocation of
the purchase price has been assigned to the assets and liabilities based upon
the estimated fair value of those assets and liabilities as of the acquisition
date. Such allocation is based on the Company's internal evaluation of such
assets and supplemented by independent appraisals. The balances included in the
Consolidated Balance Sheets related to the current year acquisitions are based
upon preliminary information and are subject to change when additional
information concerning final asset and liability valuations is obtained.
Material changes in the preliminary allocations are not anticipated.

The operations of the acquired businesses and assets are included in the
Company's consolidated operations from the respective acquisition dates. The
Company's revenues and net income on an unaudited pro forma basis, assuming the
acquisitions occurred on January 1, 1998, would be as follows (in thousands):

YEAR ENDED
DECEMBER 31,
-----------------
1999 1998
------- -------

Revenues (unaudited)........................................ $50,570 $66,567
Net income (loss) (unaudited)............................... (782) 1,862
Net income (loss) per share (unaudited) --
Basic..................................................... (23.35) 57.03
Diluted................................................... (23.35) 55.80

The pro forma results include adjustments for the amortization of the
intangibles presented above and interest expense on debt assumed to be issued to
finance the purchases. The pro forma results are not necessarily indicative of
what actually would have occurred if the acquisitions had been completed as of
January 1, 1998, nor are they necessarily indicative of future consolidated
results.

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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following table presents a detail of activity for the Company's
allowance for doubtful accounts (in thousands):

FOR THE
PERIOD FROM
NOVEMBER 14,
1997
YEAR ENDED (INCEPTION),
DECEMBER 31, THROUGH
------------- DECEMBER 31,
1999 1998 1997
----- ----- ------------

Balance at beginning of period.......................... $ 204 $ 170 $ --
Additions to cost and expenses........................ 326 136 170
Deductions for uncollectible receivables written
off................................................ (234) (102) --
----- ----- ----
Balance at end of period................................ $ 296 $ 204 $170
===== ===== ====

5. PROPERTY AND EQUIPMENT:

The Company's property and equipment consists of the following (in
thousands):

DECEMBER 31,
ESTIMATED -----------------
LIVES 1999 1998
---------- ------- -------
(IN YEARS)

Land................................................... -- $ 517 $ 517
Rental tools........................................... 5-7 21,278 11,252
Equipment.............................................. 5-13 33,232 27,739
Buildings and improvements............................. 25 4,143 3,771
Vehicles............................................... 3-5 2,052 2,332
Furniture, fixtures and equipment...................... 5 926 2,733
------- -------
62,148 48,344
Less- Accumulated depreciation......................... (9,234) (4,020)
------- -------
Property and equipment, net.................. $52,914 $44,324
======= =======

Depreciation expense recorded for the years ended December 31, 1999 and
1998, and for the period from November 14, 1997 (Inception), through December
31, 1997, was $5.6 million, $3.8 million and $0.3 million, respectively, and is
included in the total cost of services section of the accompanying consolidated
statements of operations.

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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. LONG-TERM DEBT

The Company's long-term debt consists of the following (in thousands):

DECEMBER 31,
------------------
1999 1998
------- -------

Bank line of credit, up to $20.0 million available based
upon a borrowing base consisting of a percentage of
eligible accounts receivable, real estate and fixed
assets. Interest payable monthly at the bank's prime rate
or LIBOR plus from 1.00% to 3.00% and an unused commitment
fee ranging from 0.25% to 0.50% based on the ratio of debt
to earnings before depreciation, interest and taxes. The
weighted average interest rate at December 31, 1999, was
8.23%
Amounts outstanding are due May 1, 2003..................... $10,750 $ --
Bank term debt. Interest is the same rate as the above bank
line of credit. Principal of $762 is repayable quarterly
through March 31, 2003. Balance due at maturity, May 1,
2003...................................................... 14,986 18,060
Bank line of credit, up to $500 (Canadian dollars) available
at the Company's option. Interest is payable monthly at
the bank's prime rate plus 0.25%. Amounts outstanding are
due on demand............................................. -- --
Bank term debt. Interest is payable monthly at the bank's
prime rate plus 0.50%. Principal of $300 (Canadian
dollars) is repayable consisting of $200 due at the end of
April and $50 at the end of July and October each year.
Balance due at maturity, December 2, 2004................. 1,038 --
Subordinated unsecured notes payable due March 31, 2000.
Interest payable annually at 7.00%.......................... 690 1,190
Subordinated unsecured notes payable due $1,000, on March
31, 1999, and the balance due November 7, 1999. Interest
payable quarterly at 7.50%................................ -- 2,000
Subordinated unsecured notes payable due January 31, 2001.
Interest payable quarterly at 7.00%......................... 4,215 4,215
Subordinated unsecured note payable due May 1, 2002.
Interest payable quarterly at 7.00%......................... 2,750 2,750
Subordinated note payable secured by rental tools purchased
from A & B Rental Tools, Inc., on December 31, 1998.
Interest at 8.00% due at maturity on June 30, 1999........ -- 900
Subordinated notes payable due November 30, 2005. Interest
accrues at 7.00% annually. Principal and interest are
payable at a fixed amount for each day the acquired
equipment is utilized..................................... 4,500 --
Subordinated note payable due September 30, 2003. Interest
payable quarterly at 6.50%................................ 820 --
Convertible subordinated unsecured note payable due June 15,
2001. Interest payable quarterly at 5.00%. Convertible by
holder into 200 shares of common stock.................... 500 500
Notes payable to various credit corporations, payable in
monthly installments of principal and interest at various
interest rates, maturing through fiscal year 2001......... 84 --
------- -------
Total debt........................................ 40,333 29,615
Less -- Current portion........................... (4,017) (6,445)
------- -------
Long-term debt.................................... $36,316 $23,170
======= =======

Amounts owed the bank are secured by substantially all the assets of the
Company and its subsidiaries. Each of the Company's subsidiaries as well as the
Company are guarantors under the bank credit agreements. The bank credit
agreement contains financial and other covenants that, among other things,
restrict the

F-90
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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

amount of dividends the Company may pay and the amount of debt the Company can
incur. The Company is required to pay an unused commitment fee ranging from
0.25% to 0.5% per annum of the amount of the unused commitment from the bank
line of credit.

Future maturities of long-term debt at December 31, 1999, are as follows
(in thousands):

2000...................................................... $ 4,017
2001...................................................... 8,126
2002...................................................... 6,077
2003...................................................... 17,707
2004...................................................... 281
Thereafter................................................ 4,125
-------
$40,333
=======

7. INVESTMENT IN AFFILIATE

In January 1998, the Company purchased 28.6 percent of the outstanding
common stock of Signa for approximately $760,000. The total amount paid was
classified as goodwill at the acquisition date based on the book value of Signa
on the acquisition date. Signa provides a complete range of comprehensive
integrated petroleum engineering services to include feasibility studies,
evaluations, planning, permitting, engineering, design, implementation,
geotechnical, field operations, production services accounting, training, expert
witness testimony, animated graphics, environmental engineering and project
management to clients worldwide. The Company accounts for its investment in
Signa using the equity method. During 1999 and 1998, the Company recognized its
share of Signa's net income as equity in earnings of affiliate totaling $52,000
and $87,000, respectively.

8. REDEEMABLE PREFERRED STOCK

In connection with the 1999 acquisition of C&H, the Company issued 2,145
shares of a new Series A class of redeemable convertible preferred stock
(Redeemable Series A Preferred Stock). The shares are redeemable with a
liquidation preference of $1,000 per share. The preferred shares accrue
dividends at the rate of 6.5 percent per annum. As of December 31, 1999, 2,145
shares were outstanding. The Company elected to accrue the cumulative unpaid
dividends totaling $106,000 at December 31, 1999. The Redeemable Series A
Preferred Stock shall be redeemed as a whole by the Company on March 31, 2004,
at a redemption price of $1,000 per share, plus all accrued and unpaid dividends
to the date of the redemption. The holders of the Redeemable Series A Preferred
Stock have the right to convert, at any time, all or any shares into common
stock of the Company based on the liquidation value of the preferred stock,
including accrued but unpaid dividends, on such date based upon preestablished
formulas defined in the agreement.

In connection with the 1999 acquisition of two unrelated vendors, the
Company issued 2,650 shares of a new Series B class of redeemable convertible
preferred stock (Redeemable Series B Preferred Stock). The shares are redeemable
with a liquidation preference of $1,000 per share. The preferred shares accrue
dividends at the rate of 6.5 percent per annum. As of December 31, 1999, 2,650
shares were outstanding. The Company elected to accrue the cumulative unpaid
dividends totaling $15,000 at December 31, 1999. The Redeemable Series B
Preferred Stock shall be redeemed as a whole by the Company on October 30, 2004,
at a redemption price of $1,000 per share, plus all accrued and unpaid dividends
to the date of the redemption. The holders of the Redeemable Series B Preferred
Stock have the right to convert, at any time, all or any shares into common
stock of the Company based on the liquidation value of the preferred stock,
including accrued but unpaid dividends, on such date based upon preestablished
formulas defined in the agreement.

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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

Provision (benefit) for income taxes is as follows (in thousands):

YEAR ENDED FOR THE PERIOD FROM
DECEMBER 31, NOVEMBER 14, 1997
--------------- (INCEPTION), THROUGH
1999 1998 DECEMBER 31, 1997
------- ---- --------------------

Current --
Federal...................................... $ (49) $266 $486
State........................................ (3) -- 7
Non-U.S. .................................... -- 228 220
------- ---- ----
(52) 494 713
Deferred, federal.............................. (701) 56 (71)
------- ---- ----
Total................................ $ (753) $550 $642
======= ==== ====

Actual income tax expense differs from income tax expense computed by
applying the U.S. federal statutory corporate tax rate to income before income
taxes as follows (in thousands):

YEAR ENDED FOR THE PERIOD FROM
DECEMBER 31, NOVEMBER 14, 1997
--------------- (INCEPTION), THROUGH
1999 1998 DECEMBER 31, 1997
------- ---- --------------------

Federal provision (benefit) at the statutory
rate......................................... $(1,019) $180 $415
State provision (benefit), net of federal
benefit...................................... (59) -- 26
Increase (decrease) resulting from-
Goodwill amortization not deductible......... 277 221 15
Meals and entertainment...................... 100 69 --
Foreign taxes in excess of US statutory
rate...................................... -- 28 122
Other, net................................... (52) 52 64
------- ---- ----
$ (753) $550 $642
======= ==== ====

The acquisition transactions were not taxable, thus the resulting goodwill
amortization is not deductible, causing permanent differences between income tax
expense on both book and tax bases for the years ended December 31, 1999 and
1998, and future periods.

F-92
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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The net deferred income
tax liabilities consist primarily of the following (in thousands):

DECEMBER 31,
--------------------
1999 1998
-------- --------

Deferred income tax assets --
Other..................................................... $ 107 $ 343
-------- --------
Total deferred income tax assets.................. 107 343
-------- --------
Deferred income tax liabilities --
Property and equipment.................................... (11,266) (10,598)
Other intangibles......................................... (192) (203)
Other..................................................... (50) (32)
-------- --------
Total deferred income tax liabilities............. (11,508) (10,833)
-------- --------
Net deferred income tax liabilities......................... $(11,401) $(10,490)
======== ========

The net deferred income tax assets and liabilities are comprised of the
following (in thousands):

DECEMBER 31,
--------------------
1999 1998
-------- --------

Deferred income tax assets --
Current................................................... $ -- $ --
Long-term................................................. 107 343
-------- --------
Total deferred income tax assets.................. 107 343
-------- --------
Deferred income tax liabilities --
Current................................................... -- (98)
Long-term................................................. (11,508) (10,735)
-------- --------
Total deferred income tax liabilities............. (11,508) (10,833)
-------- --------
Net deferred income tax assets (liabilities).............. $(11,401) $(10,490)
======== ========

10. STOCK OPTIONS

At December 31, 1999, the Company had stock options outstanding as follows:

NUMBER OF EXERCISE WEIGHTED AVERAGE
OPTIONS PRICE RANGE EXERCISE PRICE
--------- --------------- ----------------

Outstanding at December 31, 1997........... -- -- --
Granted.................................... 2,640 $1,000 - $1,500 $1,083
-----
Outstanding at December 31, 1998........... 2,640 1,000 - 1,500 1,083
Granted.................................... 430 1,000 - 1,500 1,116
Forfeited.................................. (335) 1,000 - 1,500 1,090
-----
Outstanding at December 31, 1999........... 2,735 $1,000 - $1,500 $1,097
=====

Options are exercisable based on a vesting period of three to four years.

Options issued during the year ended December 31, 1999 and 1998, have a
remaining life of six years and five years, respectively.

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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company accounts for its stock option program in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. As such, compensation
expense would be recorded on the date of grant only if the current market price
of the underlying stock exceeded the exercise price. The Company has adopted the
Financial Accounting Standard Board's SFAS No. 123, "Accounting for Stock-Based
Compensation," which requires entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 allows entities to continue to apply the provisions
of APB Opinion No. 25 and provide pro forma net income disclosures for employee
stock option grants made as if the fair value-based method defined in SFAS No.
123 had been applied. The Company has elected to continue to apply the
provisions of ABP Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123. The fair value of each option grant is estimated on the date of
grant using the Minimum Value option pricing model with the following
assumptions used for grants in 1999 and 1998, respectively: risk-free interest
rate of 7.5%, no volatility and expected lives of 6 years. Had compensation cost
been recorded based on SFAS No. 123, the Company's net loss would have been $2.6
million ($77.65 per share) and $353,000 ($11.73 per share) for the years ended
December 31, 1999 and 1998, respectively. No stock options were outstanding in
the period from November 14, 1997 (inception), through December 31, 1997.

11. RELATED PARTY

In accordance with prior purchase agreements, the Company made debt
payments in 1999, 1998 and from November 14, 1997 (inception) through December
31, 1997, of approximately $--, $794,000 and $-- to a former owner of HWC, Inc.,
a subsidiary of the Parent. Additionally, the Company also paid consulting fees
of approximately $353,000, $72,000 and $16,000 in 1999, 1998 and from November
14, 1997 (inception) through December 31, 1997, respectively, to three former
owners of HWC, Inc., pursuant to the HWC, Inc., purchase agreement.

In 1999, the Company incurred additional debt related to current-year
acquisitions as discussed in Note 3.

As of December 31, 1999 and 1998, the Company has an aggregate debt balance
of approximately $13.5 million and $11.6 million, respectively, due to former
owners.

12. LEASES

The Company leases a portion of its vehicles and equipment under
noncancelable operating leases expiring within the next three years. Rent
expense was approximately $513,000, $497,000 and $13,000 for the years ended
December 31, 1999 and 1998 and for the period from November 14, 1997
(Inception), through December 31, 1997, respectively.

Future commitments under noncancelable operating leases as of December 31,
1999, are as follows (in thousands):

2000........................................................ $299
2001........................................................ 153
2002........................................................ 24
----
$476
====

F-94
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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. COMMITMENTS AND CONTINGENCIES

Litigation

Insurance

The Company carries a broad range of insurance coverage, including general
and business auto liability, commercial property, workers' compensation and a
general umbrella policy.

14. FINANCIAL INSTRUMENTS

15. SIGNIFICANT CUSTOMERS AND RISK CONCENTRATION

During the years ended December 31, 1999 and 1998, and for the period from
November 14, 1997 (Inception), through December 31, 1997, the Company had sales
to one customer which accounted for 12 percent, 13 percent and 8 percent,
respectively, of total revenues.

16. INDUSTRY AND GEOGRAPHIC AREA SEGMENT INFORMATION

The Company has three operating business segments: the hydraulic well
control segment, the specialty rental tool segment, and the oil and gas well
drilling segment. The hydraulic well control segment provides hydraulic workover
(snubbing) units and crews for emergency well control situations and in selected
markets, various hydraulic well control solutions involving well drilling and
workover and completion activities. The specialty rental tool segment provides
rental equipment for drilling and workover operations. The oil and gas well
drilling segment includes the operation of 12 shallow well land drilling rigs
with automated pipe handling. The Company's nonoperating segment consists of
corporate activities and minority investment in an unconsolidated subsidiary.
The segments of the Company are based on the groupings of similar businesses
acquired since the inception of the Company in 1997.

F-95
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HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. There are no intersegment sales.
Information about the Company's segments are as follows (in thousands):

FOR THE PERIOD FROM
YEAR ENDED DECEMBER 31, NOVEMBER 14, 1997
----------------------- (INCEPTION), THROUGH
1999 1998 DECEMBER 31, 1997
--------- --------- --------------------

Revenues --
Hydraulic well control.................... $15,956 $23,647 $ 5,348
Specialty rental tools.................... 17,253 9,939 --
Oil and gas well drilling................. 9,065 9,030 2,111
General corporate......................... -- -- --
------- ------- -------
$42,274 $42,616 $ 7,459
======= ======= =======
Income (loss) from operations --
Hydraulic well control.................... $ (977) $ 1,781 $ 1,491
Specialty rental tools.................... 1,209 1,478 --
Oil and gas well drilling................. (170) (18) 276
General corporate......................... (543) (568) --
------- ------- -------
$ (481) $ 2,673 $ 1,767
======= ======= =======
Capital expenditures --
Hydraulic well control.................... $ 4,424 $ 1,985 $31,141
Specialty rental tools.................... 2,995 28,297 --
Oil and gas well drilling................. 322 6,323 13,638
General corporate......................... 3 797 --
------- ------- -------
$ 7,744 $37,402 $44,779
======= ======= =======
Depreciation and amortization --
Hydraulic well control.................... $ 2,522 $ 2,337 $ 248
Specialty rental tools.................... 2,770 1,276 --
Oil and gas well drilling................. 1,173 991 56
General corporate......................... 78 46 --
------- ------- -------
$ 6,543 $ 4,650 $ 304
======= ======= =======

YEAR ENDED DECEMBER 31,
------------------------
1999 1998
---------- ---------

Total assets --
Hydraulic well control.................................... $ 46,460 $34,569
Specialty rental tools.................................... 34,411 29,985
Oil and gas well drilling................................. 19,586 19,913
General corporate......................................... 271 1,201
-------- -------
$100,728 $85,668
======== =======

F-96
184
HWC ENERGY SERVICES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table presents consolidated revenues by country (in
thousands):

FOR THE PERIOD FROM
YEAR ENDED DECEMBER 31, NOVEMBER 14, 1997
----------------------- (INCEPTION), THROUGH
1999 1998 DECEMBER 31, 1997
--------- --------- --------------------

United States............................... $35,545 $34,487 $4,133
Venezuela................................... 6,097 2,246 502
India....................................... -- 2,807 2,425
North Sea................................... -- 3,076 399
Other Non-U.S. ............................. 632 -- --
------- ------- ------
$42,274 $42,616 $7,459
======= ======= ======

The following table presents net long-lived assets by country (in
thousands):

DECEMBER 31,
------------------
1999 1998
------- -------

United States............................................... $75,093 $74,220
Venezuela................................................... 953 850
India....................................................... -- 32
North Sea................................................... -- 232
Other Non-U.S. ............................................. 8,651 --
------- -------
$84,697 $75,334
======= =======

F-97
185

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of Sooner Inc.

We have audited the accompanying consolidated balance sheets of Sooner Inc.
as of June 30, 2000 and 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Sooner Inc. at
June 30, 2000 and 1999, and the consolidated results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.

ERNST & YOUNG LLP

Tulsa, Oklahoma
August 14, 2000

F-98
186

SOONER INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

SEPTEMBER 30, JUNE 30,
------------- --------------------
2000 2000 1999
------------- -------- --------
(UNAUDITED)

ASSETS

Current assets:
Cash and cash equivalents.............................. $ 2,487 $ 1,878 $ 4,852
Accounts receivable -- trade, net of allowance for
doubtful accounts of $250 (unaudited), $250 and
$196................................................ 21,562 32,278 16,955
Tubular goods inventories.............................. 62,727 52,039 56,928
Refundable income taxes................................ -- -- 32
Deferred taxes......................................... 708 779 802
Prepaid expenses and other............................. 566 746 1,339
-------- -------- --------
Total current assets........................... 88,050 87,720 80,908
-------- -------- --------
Property, plant and equipment............................ 5,782 5,768 5,497
Accumulated depreciation................................. (1,135) (974) (412)
-------- -------- --------
4,647 4,794 5,085
-------- -------- --------
Goodwill, net of accumulated amortization of $1,752
(unaudited), $1,491 and $526........................... 13,519 14,066 13,953
Accounts and notes receivable............................ 1,585 1,014 1,609
Investments, at cost..................................... 2,207 2,204 2,204
Debt issuance costs, net of accumulated amortization of
$67 (unaudited), $60 and $30........................... 82 89 119
Deposits and other assets................................ 176 381 273
-------- -------- --------
Total assets................................... $110,266 $110,268 $104,151
======== ======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable -- trade.............................. $ 30,788 $ 25,546 $ 9,802
Income taxes payable................................... 778 309 203
Accrued liabilities.................................... 786 1,544 1,147
Accrued taxes other than income taxes.................. 1,198 917 1,257
Current portion of long-term notes payable............. -- 156 156
Current portion of subordinated long-term notes payable
to related parties.................................. 535 2,155 4,000
-------- -------- --------
Total current liabilities...................... 34,085 30,627 16,565
-------- -------- --------
Long-term notes payable.................................. 21,786 27,545 41,093
Long-term subordinated notes payable to related
parties................................................ 26,512 26,116 33,243
-------- -------- --------
Total long-term liabilities.................... 48,298 53,661 74,336
-------- -------- --------
Stockholders' equity:
Common stock, $.01 per value; 100,000 shares
authorized, 26,178 and 23,703 shares issued and
outstanding......................................... -- -- --
Capital in excess of par value......................... 26,176 26,176 23,701
Retained earnings (accumulated deficit)................ 1,707 (196) (10,451)
-------- -------- --------
Total stockholders' equity..................... 27,883 25,980 13,250
-------- -------- --------
Total liabilities and stockholders' equity..... $110,266 $110,268 $104,151
======== ======== ========

See accompanying notes.

F-99
187

SOONER INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

THREE-MONTH PERIOD ENDED FOR THE YEAR ENDED
SEPTEMBER 30, JUNE 30,
------------------------- -------------------
2000 1999 2000 1999
----------- ----------- -------- --------
(UNAUDITED) (UNAUDITED)

Net sales....................................... $58,926 $44,680 $258,985 $108,768
Operating costs and expenses:
Cost of sales................................. 53,252 40,619 235,134 108,613
Selling, general and administrative
expenses................................... 2,253 2,194 9,306 7,365
------- ------- -------- --------
55,505 42,813 244,440 115,978
------- ------- -------- --------
Operating income (loss)......................... 3,421 1,867 14,545 (7,210)
------- ------- -------- --------
Other income (expense):
Investment and other income................... (2) 133 538 613
Interest expense.............................. (974) (1,313) (4,583) (4,450)
------- ------- -------- --------
(976) (1,180) (4,045) (3,837)
------- ------- -------- --------
Income (loss) before income taxes............... 2,445 687 10,500 (11,047)
------- ------- -------- --------
Provision for (benefit from) income taxes:
Current....................................... 470 17 223 173
Deferred...................................... 72 -- 22 (769)
------- ------- -------- --------
542 17 245 (596)
------- ------- -------- --------
Net income (loss)............................... $ 1,903 $ 670 $ 10,255 $(10,451)
======= ======= ======== ========
Income (loss) per common share:
Basic and diluted............................. $ 72.69 $ 28.26 $ 421.88 $(589.62)
======= ======= ======== ========
Weighted average shares outstanding........... 26,178 23,706 24,308 17,725
======= ======= ======== ========

See accompanying notes.

F-100
188

SOONER INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

RETAINED
EARNINGS
COMMON ADDITIONAL (ACCUMULATED
STOCK PAID-IN DEFICIT) TOTAL
------ ---------- ------------ --------

Issuance of 17,183 shares of common stock at
formation of Company............................... $-- $17,182 $ -- $ 17,182
Issuance of 6,520 shares of common stock............. -- 6,519 -- 6,519
Net loss............................................. -- -- (10,451) (10,451)
--- ------- -------- --------
Balance at June 30, 1999............................. -- 23,701 (10,451) 13,250
Issuance of 25 shares of common stock................ -- 25 -- 25
Repurchase and cancellation of 50 shares of common
stock.............................................. -- (50) -- (50)
Exercise of warrants to purchase 2,500 shares of
common stock....................................... -- 2,500 -- 2,500
Net income........................................... -- -- 10,255 10,255
=== ======= ======== ========
Balance at June 30, 2000............................. $-- $26,176 $ (196) $ 25,980
=== ======= ======== ========
Net income (unaudited)............................... -- -- 1,903 1,903
--- ------- -------- --------
Balance at September 30, 2000 (unaudited)............ -- $26,176 $ 1,707 $ 27,883
=== ======= ======== ========

See accompanying notes.

F-101
189

SOONER INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

THREE-MONTH PERIOD ENDED FOR THE
SEPTEMBER 30, YEAR ENDED JUNE 30,
------------------------- --------------------
2000 1999 2000 1999
----------- ----------- -------- ---------
(UNAUDITED) (UNAUDITED)

Operating activities
Net income (loss).............................. $ 1,903 $ 670 $10,255 $(10,451)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense....... 435 399 1,641 1,055
(Gain) loss on disposition of assets........ 16 2 (345) (256)
Noncash interest expense recorded as
additional notes payable principal due
related parties........................... 395 356 2,161 2,065
Changes in assets and liabilities:
Accounts and accrued interest
receivable............................. 10,145 437 (14,728) 5,382
Tubular goods inventories................. (10,688) 4,739 4,889 36,428
Accounts payable and accrued
liabilities............................ 4,765 4,072 15,802 (16,111)
Income taxes.............................. 540 40 160 (630)
Prepaid expenses and other................ 384 (28) 466 296
------- ------- ------- --------
Net cash provided by operating activities........ 7,895 10,687 20,301 17,778
------- ------- ------- --------
Investing activities
Purchases of property, plant and equipment....... (36) (119) (782) (622)
Proceeds from sale of assets..................... 1 21 791 2,905
Purchases of businesses, less cash acquired of
$459........................................... -- -- -- (96,235)
Other............................................ (3) -- -- 84
------- ------- ------- --------
Net cash provided by (used in) investing
activities..................................... (38) (98) 9 (93,868)
------- ------- ------- --------
Financing activities
Proceeds from issuance of notes payable and draws
on line of credit.............................. -- -- 4,000 53,921
Proceeds from issuance of notes payable from
related parties................................ -- -- -- 34,548
Payment of debt issuance costs................... -- -- -- (149)
Issuance of shares of common stock............... -- 25 25 21,486
Repurchase and cancellation of shares of common
stock.......................................... -- (50) (50) --
Debt payments on notes payable and line of
credit......................................... (5,915) (8,710) (17,548) (25,494)
Debt payments on notes payable to related
parties........................................ (1,333) (1,764) (9,711) (3,370)
------- ------- ------- --------
Net cash provided by (used in) financing
activities..................................... (7,248) (10,499) (23,284) 80,942
------- ------- ------- --------
Net increase (decrease) in cash and cash
equivalents.................................... 609 90 (2,974) 4,852
Cash and cash equivalents at beginning of
period......................................... 1,878 4,852 4,852 --
------- ------- ------- --------
Cash and cash equivalents at end of period....... $ 2,487 $ 4,942 $ 1,878 $ 4,852
======= ======= ======= ========
Cash paid during year for interest............... $ 574 $ 952 $ 2,467 $ 2,355
======= ======= ======= ========
Cash paid during year for income taxes........... $ -- $ -- $ 85 $ --
======= ======= ======= ========

See accompanying notes.

F-102
190

SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Sooner Inc. is a distributor of oilfield tubular products and was formed to
acquire Sooner Pipe and Supply Corporation and subsidiaries (collectively the
"Company"). The Company's operations are located primarily in the United States
("U.S."). In addition, the Company has sales and marketing subsidiaries located
in the United Kingdom ("U.K."), Canada, Nigeria and Venezuela. The majority of
sales are to large fully integrated and independent oil companies headquartered
in the U.S. The Company generally does not require collateral on trade
receivables from these companies.

Recent Developments

On July 31, 2000, the Company entered into a Combination Agreement with Oil
States International, Inc. ("OSII") whereby OSII will acquire the Company in a
stock-for-stock merger and the Company will become a wholly-owned subsidiary of
OSII. The transaction is subject to various conditions which must be satisfied
prior to closing, including closing of an initial public offering of shares of
OSII. The merger is expected to close prior to December 31, 2000. Certain debt
agreements, unless repaid, may require amendment or waivers from lenders before
the transaction can be completed.

Consolidation

The accompanying financial statements include Sooner Inc. and all
wholly-owned subsidiaries. All significant intercompany balances and
transactions, including any profits in inventory, are eliminated in
consolidation.

Use of Estimates

Preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from these estimates.

Cash Equivalents

The Company includes as cash equivalents all certificates of deposit and
U.S. treasury securities with original maturities of 90 days or less.

Inventories

Inventories are priced at lower of cost or market using the first-in,
first-out (FIFO) cost method.

Property, Plant and Equipment

Depreciation is computed on the straight-line method at varying rates by
asset classification. Assets of foreign subsidiaries are depreciated on
straight-line and accelerated methods over their estimated useful lives.
Amortization of leasehold improvements is computed on the straight-line method
over the life of the lease. Depreciation expense was $626,000 and $499,000 for
the years ended June 30, 2000 and 1999, respectively.

Capital additions and major renewals and betterments are capitalized as
incurred and are depreciated over the estimated useful lives of the assets. When
assets are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed, and any resulting gain or loss is reflected in other
income for the period. Normal repairs and maintenance are expensed to current
operations as incurred.

F-103
191
SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Goodwill and Other Intangible Assets

Goodwill, which represents the excess of cost over fair value of assets of
businesses acquired, is amortized on a straight-line basis over a 15-year
period. Debt issuance costs are amortized as interest expense on a straight-line
basis, which does not differ materially from the results had the interest method
been used, over the life of the Company's revolving credit agreement which
expires on July 2, 2003. Total amortization costs were $1,015,000 and $556,000
for the years ended June 30, 2000 and 1999, respectively.

Impairment of Long-Lived Assets

The Company evaluates the long-lived assets, including related intangibles,
of identifiable business activities for impairment when events or changes in
circumstances indicate, in management's judgment, that the carrying value of
such assets may not be recoverable. The determination of whether an impairment
has occurred is based on management's estimate of undiscounted future cash flows
attributable to the assets as compared to the carrying value of the assets. If
an impairment has occurred, the amount of the impairment recognized is
determined by estimating the fair value for the assets and recording a provision
for loss if the carrying value is greater than fair value.

For assets identified to be disposed of in the future, the carrying value
of these assets is compared to the estimated fair value less the cost to sell to
determine if an impairment is required. Until the assets are disposed of, an
estimate of the fair value is redetermined when related events or circumstances
change.

Incentive Stock Options

The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," ("APB No. 25") and related
interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under Statement of Financial
Accounting Standard ("SFAS") No. 123, "Accounting for Stock-Based Compensation,"
requires use of option valuation models that were not developed for use in
valuing employee stock options. Under APB No. 25, when the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recognized.

Foreign Currency Translation

The Company has foreign subsidiaries operating in the United Kingdom,
Canada, Nigeria and Venezuela. For its foreign subsidiaries, the functional
currency is considered to be the U.S. dollar. The foreign currency transaction
adjustments are included in determining net income or loss.

Income Taxes

The Company provides deferred income taxes on temporary differences between
the financial statement and tax bases of assets and liabilities. No deferred
U.S. income taxes have been provided on the undistributed earnings
(approximately $6,191,000 and $4,320,000 at June 30, 2000 and 1999,
respectively) of the foreign subsidiaries since it is the Company's intention to
indefinitely reinvest those earnings to finance the continued growth and
development of those entities. Under present tax law, such an amount would be
subject to U.S. income taxes at prevailing tax rates less foreign tax credits if
remitted to the parent company.

Revenue Recognition

Net sales are recognized when oilfield tubular products are shipped or, if
terminal services are also provided by the Company, when risk of ownership has
passed to a customer. Terminal fees of $3,819,000 and $2,500,000 were recognized
for the years ended June 30, 2000 and 1999, respectively, on a monthly basis as
earned.
F-104
192
SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Earnings Per Share

Basic earnings per share is computed by dividing the net income (loss) by
the weighted average number of common shares outstanding during the period.
Diluted earnings per share is determined on the assumption that outstanding
stock options have been converted using the treasury stock method. For purposes
of computing earnings per share in a loss period, common stock equivalents are
excluded from the computation of weighted average common shares outstanding
because their effect is antidilutive.

New Accounting Standards

In March 1998, Statement of Position ("SOP") No. 98-1, "Accounting for the
Costs of Software Developed or Obtained for Internal Use," was issued. This SOP
requires capitalization of specified costs incurred in connection with an
internal-use software project. The Company adopted the SOP on July 1, 1999.
Neither the Company's financial position, results of operations nor cash flows
were significantly impacted by this SOP.

In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up
Activities." The SOP is effective for fiscal years beginning after December 15,
1998, and requires start-up costs capitalized prior to that date be written off
and any future start-up costs to be expensed as incurred. The Company adopted
the SOP on July 1, 1999. The adoption of the SOP did not have a material impact
on the Company's financial position, results of operations or cash flows.

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued which requires that all derivative instruments
be recorded as assets or liabilities on the balance sheet at fair value. The
Company adopted SFAS No. 133 on July 1, 2000. The Company's financial position,
results of operations or cash flows were not significantly impacted by the
adoption of this SFAS.

2. ACQUISITIONS

During 1999, the Company acquired four oilfield tubular products
distribution businesses for $115,627,000. The acquisitions were accounted for
using the purchase method in which the Company allocated the purchase price
based on the estimated fair values of the assets acquired. The excess of the
purchase price over the fair value of the acquired net assets of $14,479,000 was
recorded as goodwill. Results of operations from the acquisitions are included
in the accompanying consolidated financial statements from the dates of
acquisition.

The following selected unaudited pro forma information (in thousands,
except per share amounts) is provided to present a summary of the combined
results of the Company as if the acquisitions discussed above had occurred at
the beginning of 1999, giving effect to purchase accounting adjustments. The pro
forma data is for informational purposes only and may not necessarily reflect
the results of operations had the acquired businesses operated as part of the
Company for the full year ended June 30, 1999.

FOR THE
YEAR ENDED
JUNE 30,
1999
----------

Net sales................................................ $271,784
Net loss................................................. (8,554)
Basic and diluted loss per share......................... (360.90)

F-105
193
SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The acquisitions were financed with cash and noncash proceeds from the
issuance of debt and equity. Cash proceeds were as follows (in thousands):

Revolving line of credit.................................. $48,921
Term note payable......................................... 5,000
Junior subordinated notes payable......................... 21,387
Issuance of 21,386 shares of common stock of the
Company................................................. 21,386
-------
$96,694
=======

Noncash proceeds reflect debt and equity issued to the former owner of one
of the acquired companies and were as follows (in thousands):

Senior subordinated note payable.......................... $10,000
Senior subordinated contingent note payable............... 4,840
Junior subordinated note payable.......................... 2,047
Issuance of 2,046 shares of common stock of the Company... 2,046
-------
$18,933
=======

One of the acquisitions included a contingent payment provision. The
Company estimated the total contingent payment at the acquisition date to be
$4,840,000. At June 30, 2000, the Company reevaluated its estimate of the total
contingent payment and increased the senior subordinated contingent note payable
by $1,000,000 as a non-cash transaction. Goodwill was also increased $1,000,000
and will be amortized over 13 years, which is the remaining amortization period
related to this acquisition.

3. INVESTMENTS

Investments consist primarily of a 20% interest in common stock of an
oilfield tubular products company. The investment is carried at cost ($2,059,000
at June 30, 2000 and 1999), as the Company does not have the ability to exercise
significant influence over the operating and financial policies of the company.
The investment was obtained by the Company in the year ended June 30, 1999 in a
noncash transaction in exchange for a note receivable and accrued interest owed
the Company from a related party who purchased inventory and real estate from
the Company for $3,804,000. A cash payment of $1,850,000 was made by the related
party on August 31, 1998 with the remaining balance represented by a $1,954,000
subordinated 6% note receivable.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost, and related estimated useful lives
consists of the following (in thousands):

SEPTEMBER 30, JUNE 30, JUNE 30, ESTIMATED
2000 2000 1999 USEFUL LIVES
------------- -------- -------- ------------
(UNAUDITED)

Land........................................ $ 544 $ 544 $ 689
Land improvements........................... 132 132 134 20
Buildings................................... 901 901 1,012 9-40
Machinery and equipment..................... 1,948 1,948 1,978 6-10
Office equipment and software............... 1,593 1,602 961 6-10
Automotive equipment........................ 238 227 380 5
Improvements to leased premises............. 426 414 343 9
------ ------ ------
$5,782 $5,768 $5,497
====== ====== ======

F-106
194
SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. COMMITMENTS

The Company leases office space for periods to 2002. The related rent
expense for the year ended June 30, 2000 and 1999 totaled $1,080,000 and
$815,000, respectively. At June 30, 2000, minimum annual rentals under
noncancelable leases are as follows (in thousands):

2001........................................................ $ 404
2002........................................................ 3
-----
407
Less: noncancelable sublease to stockholder................. (138)
-----
$ 269
=====

6. STOCK AGREEMENTS

The Company adopted a Stock Option Plan (the "Plan") that provides for the
issuance of options to key employees to purchase the Company's common stock. The
exercise price of all the outstanding options is $1,000, which has been
determined to be not less than the fair value of a share of common stock at the
grant date. Options under the Plan vest and become exercisable in four annual
installments beginning one year after the grant date, and expire six years after
the grant date. The Company granted 1,300 and 875 options in the years ended
June 30, 2000 and 1999, respectively. The Company canceled 400 options in the
year ended June 30, 2000. The weighted average remaining life of the options is
5.1 years. There were 119 options exercisable at June 30, 2000. At June 30,
2000, there were 1,225 shares of the Company's common stock reserved for future
grants of options.

The Company also issued during the years ended June 30, 2000 and 1999
common stock options to key employees to purchase 350 and 325 shares,
respectively, of common stock of the Company for $1,000 per share. These options
vested upon grant. Two employees purchased a total of 100 shares of common stock
during the year ended June 30, 1999 for $100,000. Options to purchase a total of
225 shares expired unexercised in July 1999. At June 30, 2000, options to
purchase a total of 350 shares were outstanding and expire during 2001 if not
exercised.

SFAS No. 123 requires pro forma disclosures of net income as if the Company
has accounted for employee stock options under the fair value method of SFAS No.
123. The fair value of these options are estimated at the date of grant using
the "minimum value" option pricing model with the following weighted average
assumptions for the years ended June 30, 2000 and 1999, respectively: risk-free
interest rate of 5.78% and 5.75%, dividend yield of zero and expected life of
each option of four years.

Option valuation models require the input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options. Using the "minimum
value" option valuation model, the weighted average grant date value of options
granted during the years ended June 30, 2000 and 1999 was $206.40 and $205.45
per option, respectively.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma net income (loss) and basic and diluted earnings (loss) per share for
the years ended June 30, 2000 and 1999 is as follows:

2000 1999
----------- ------------

Pro forma net income (loss).............................. $10,176,000 $(10,480,000)
Basic and diluted earnings (loss) per share.............. $ 418.63 $ (591.26)

F-107
195
SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During 1999, the Company issued 26,104 warrants to purchase common stock to
its stockholders. These warrants were issued in conjunction with other
stockholder transactions, including the funding of the junior subordinated notes
payable and the modifications to the senior subordinated notes payable and the
senior subordinated contingent note payable. The warrants are exercisable at
$1,000 per share and expire between July 2, 2000 and June 30, 2008. In April
2000, a shareholder of the Company exercised warrants to acquire 2,500 shares of
common stock. The shareholder paid for the shares in a non-cash exchange for
$2,500,000 in outstanding senior subordinated notes payable, including interest
and principal due the shareholder.

7. PROFIT SHARING PLANS

The Company has a contributory profit sharing plan in which substantially
all U.S. employees are eligible to participate. The plan provides for annual
Company contributions of a discretionary amount determined by the Board of
Directors, provided however that the amount of such contribution shall not
exceed the maximum amount deductible by the Company under the provisions of the
Internal Revenue Code. Company contributions to the plan were $128,000 and
$104,000 during the years ended June 30, 2000 and 1999, respectively.

8. INCOME TAXES

The components of the provision for (benefit from) income taxes for the
year ended June 30, are as follows (in thousands):

2000 1999
---- -----

Current:
Federal................................................... $154 $ --
State..................................................... 29 --
Foreign................................................... 40 173
---- -----
223 173
Deferred.................................................... 22 (769)
---- -----
Total provision (benefit)................................... $245 $(596)
==== =====

A reconciliation of the U.S. statutory tax rate for the year ended June 30
to the consolidated provision for (benefit from) income taxes is as follows (in
thousands):

2000 1999
------- -------

Expected federal income tax provision (benefit) at current
statutory rates........................................... $ 3,570 $(3,756)
Increase (decrease) in valuation allowance.................. (3,700) 3,700
State income tax (benefit), net of federal benefit.......... 415 (582)
Income of foreign subsidiaries taxed at different rates,
including foreign net operating loss carryforwards
utilized.................................................. (93) (40)
Other....................................................... 53 82
------- -------
Provision for (benefit from) income taxes................... $ 245 $ (596)
======= =======

F-108
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SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Significant components of the Company's deferred tax liabilities and assets
as of June 30 are as follows (in thousands):

2000 1999
---- -------

Deferred tax assets:
Book over tax accrued liabilities......................... $212 $ 245
Book over tax reserves for inventory and accounts
receivable............................................. 531 2,114
Tax over book inventory capitalization.................... 36 112
Net operating loss carryforward........................... -- 2,031
---- -------
Total deferred tax assets................................. 779 4,502
Less valuation allowance.................................... -- (3,700)
---- -------
Net deferred tax assets..................................... $779 $ 802
==== =======

The Company had a U.S. net operating loss carryforward of $5,109,000 which
was utilized in 2000. The Company reversed the valuation allowance of $3,700,000
in 2000 as the Company expects the deferred tax assets at June 30, 2000 to be
fully realizable.

9. LONG-TERM NOTES PAYABLE

Long-term debt and notes payable consist of the following (in thousands):

SEPTEMBER 30, JUNE 30, JUNE 30,
2000 2000 1999
------------- -------- --------
(UNAUDITED)

Revolving line of credit............................. $21,786 $27,545 $41,093
Term note payable.................................... -- 156 156
Senior subordinated notes payable.................... 38 1,160 9,772
Senior subordinated contingent note payable.......... 497 995 2,845
Junior subordinated notes payable.................... 26,512 26,116 24,626
------- ------- -------
48,833 55,972 78,492
Less current portion................................. 535 2,311 4,156
------- ------- -------
48,298 $53,661 $74,336
======= ======= =======

The Company has a $50,000,000 credit agreement, with priority to the senior
subordinated notes payable, senior subordinated contingent note payable and
junior subordinated notes payable. Total borrowings under the revolving line of
credit, the term note payable and any letters of credit cannot exceed
$50,000,000. Aggregate letters of credit cannot exceed $5,000,000. The amounts
available under the line of credit at June 30, 2000 and 1999 were approximately
$13,200,000 and $3,000,000, respectively. The credit agreement is secured by all
of the accounts receivable, inventory and property, plant and equipment of the
Company as defined in the credit agreement ($89,111,000 and $78,968,000 at June
30, 2000 and 1999, respectively) plus all common stock of the subsidiaries of
the Company. The credit agreement terminates on July 2, 2003 and bears interest
at the First Union National prime rate (7.75% at June 30, 2000), or adjusted
Eurodollar rate as defined in the agreement plus, in either case, 1.75% (8.4% at
June 30, 2000). The credit agreement also requires the Company to maintain a
minimum net worth and restricts the payment of cash dividends, incurrence of
additional debt or sale of property, plant and equipment as defined in the
credit agreement. A 1/4% per annum unused commitment fee is charged monthly on
the unused portion of the credit agreement plus a $2,000 monthly service fee.

The Company had a $10,000,000 senior subordinated note payable and a
$7,500,000 senior subordinated contingent note payable as defined in the stock
purchase agreement ("Agreement") between the former
F-109
197
SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

owner of Sooner Pipe & Supply Corporation and the Company. The senior
subordinated note payable was subsequently amended and restated later in the
year ended June 30, 1999 into two senior subordinated notes payable (Notes A and
B) of $5,000,000 each. Principal payments on Note A are due in five equal
quarterly installments of $1,000,000 on the first day of January, April, July
and October, commencing July 1, 1999. Accrued interest is payable on October 1,
2000. At June 30, 2000, $119,000 was outstanding on Note B and is due on July
31, 2000. The senior subordinated notes payable have priority over the senior
subordinated contingent note payable and junior subordinated notes payable and
bear interest at a rate dependent upon the existence of outstanding borrowings
on the credit agreement discussed above. If a balance is outstanding on the
credit agreement, the senior subordinated note payable bears interest at that
rate plus .25% (8% at June 30, 2000). If no amounts are outstanding against the
credit agreement, the notes bear interest at an annual rate of 7.7%. However,
the interest rate shall never be lower than that of any indebtedness incurred in
conjunction with a designated transaction as defined by the Agreement. In the
event of default, the notes will bear an interest rate of 9.7%.

The senior subordinated contingent note payable bears interest at a
non-compounding rate of 6% per annum and has priority over the junior
subordinated notes payable. Principal and interest payments on the senior
subordinated contingent note payable are limited to 37.5% of the quarterly
proceeds from the previous calendar quarter's sale of any portion of $20,000,000
of designated inventory, as defined in the Agreement. The other 62.5% of the
proceeds from the sale of the designated inventory must be applied as payment
against the senior subordinated Note B as identified above. The lender has the
option, with ten days written notice, of demanding final payment of $150,000 on
the senior subordinated contingent note payable when the value of the designated
inventory has been reduced to $2,000,000. The value of the designated inventory
at June 30, 2000 for purposes of this note was $2,038,000.

At formation, the Company entered into two junior subordinated notes
payable with its stockholders for $17,184,000. During May and June 1999, the
Company entered into additional junior subordinated notes payable to its
stockholders for $6,250,000. All junior subordinated notes bear an interest rate
of 6% compounded annually and are due on June 30, 2008. A $169,000 junior
subordinated note payable and 170 shares of $.01 par value common stock were
issued in exchange for a portion of the scheduled July 1, 1999 payment on the
senior subordinated Note A described above and represents a noncash transaction.
The unpaid interest on the senior and junior subordinated notes payable is
capitalized as additional principal in a noncash transaction until due.

At June 30, 2000, annual maturities of long-term notes payable were as
follows (in thousands):

2001...................................................... $ 2,311
2002...................................................... --
2003...................................................... --
2004...................................................... 27,545
2005...................................................... --
Thereafter................................................ 26,116
-------
$55,972
=======

10. FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in
estimating its fair-value disclosures for financial instruments:

Cash and cash equivalents: The carrying amounts reported in the balance
sheet approximate fair value due to the short-term maturity of these
instruments.

F-110
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SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Noncurrent accounts and notes receivable: As the maturity of these
receivables is less than three years, fair value is estimated to approximate
historically recorded amounts.

Investments at cost: Fair value is estimated to approximate historically
recorded amounts as the investments are primarily in a non-publicly traded
company for which it is not practicable to estimate its fair value.

Long-term notes payable: The fair value of the Company's long-term notes
payable is based on the prices of similar securities with similar terms and
credit ratings. The carrying amount and fair value of the Company's long-term
notes payable is $55,972,000 and $55,391,000, respectively, at June 30, 2000 and
$78,492,000 and $79,197,000, respectively, at June 30, 1999.

11. LEGAL CONTINGENCIES

The Company is involved in various claims and legal actions arising in the
ordinary course of business. Management does not believe that the ultimate
resolution of these matters will have a material impact on the Company's
financial position, results of operations or cash flows.

12. SEGMENT DISCLOSURES

The Company evaluates performance based upon segment income (loss) before
income taxes which includes revenues from external and internal customers,
operating costs and expenses, and depreciation and amortization. The accounting
policies of the segments are the same as those described in Note 1. Intersegment
sales are generally accounted for at the cost of the selling segment.

The Company's geographical reporting segments are based on product shipment
origin for revenues and physical location for other items. Other includes
operations in Venezuela and Canada. Long-lived assets are comprised of property,
plant and equipment, goodwill and other intangible and non-current assets (in
thousands).

AS OF AND FOR THE QUARTER ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------
U.S. NIGERIA U.K. OTHER ELIMINATIONS TOTAL
-------- ------- ------ ------ ------------ --------
(UNAUDITED)

Revenues:
External........................ $ 57,450 $ 831 $ 650 $ (5) $ -- $ 58,926
Intersegment.................... 894 -- -- -- (894) --
-------- ------ ------ ------ -------- --------
Total........................... 58,344 831 650 (5) (894) 58,926
Income (loss) before income
taxes........................... 4,734 153 76 22 (2,540) 2,445
Total assets...................... 168,233 6,785 2,965 2,097 (69,814) 110,266
Long-lived assets................. 86,308 1,700 355 -- (66,147) 22,216
Additions to long-lived assets.... 25 -- 11 -- -- 36
Depreciation and amortization..... 390 39 6 -- -- 435

F-111
199
SOONER INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

AS OF AND FOR THE QUARTER ENDED SEPTEMBER 30, 1999
-------------------------------------------------------------
U.S. NIGERIA U.K. OTHER ELIMINATIONS TOTAL
-------- ------- ------ ------ ------------ -------
(UNAUDITED)

Revenues:
External......................... $ 40,957 $1,846 $1,698 $ 179 $ -- $44,680
Intersegment..................... 546 -- -- -- (546) --
-------- ------ ------ ------ -------- -------
Total............................ 41,503 1,846 1,698 179 (546) 44,680
Income (loss) before income
taxes............................ 1,702 319 96 (4) (1,426) 687
Total assets....................... 139,807 9,091 3,841 3,079 (57,023) 98,796
Long-lived assets.................. 69,148 2,365 52 -- (48,182) 23,383
Additions to long-lived assets..... 100 19 -- -- -- 119
Depreciation and amortization...... 357 37 5 -- -- 399

AS OF AND FOR THE YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------
U.S. NIGERIA U.K. OTHER ELIMINATIONS TOTAL
-------- ------- ------ ------ ------------ --------

Revenues:
External....................... $242,582 $12,263 $3,759 $ 381 $ -- $258,985
Intersegment................... 3,414 -- -- -- (3,414) --
-------- ------- ------ ------ -------- --------
Total.......................... 245,996 12,263 3,759 381 (3,414) 258,985
Income before income taxes....... 22,943 1,555 300 55 (14,353) 10,500
Total assets..................... 166,233 11,659 2,442 2,112 (72,178) 110,268
Long-lived assets................ 84,635 1,245 276 -- (63,608) 22,548
Additions to long-lived assets... 1,715 37 30 -- -- 1,782
Depreciation and amortization.... 1,455 170 16 -- -- 1,641

AS OF AND FOR THE YEAR ENDED JUNE 30, 1999
---------------------------------------------------------------
U.S. NIGERIA U.K. OTHER ELIMINATIONS TOTAL
-------- ------- ------- ------ ------------ --------

Revenues:
External...................... $ 77,256 $14,726 $12,134 $4,652 $ -- $108,768
Intersegment.................. 3,421 -- -- -- (3,421) --
-------- ------- ------- ------ -------- --------
Total......................... 80,677 14,726 12,134 4,652 (3,421) 108,768
Income (loss) before income
taxes......................... (20,647) 2,894 645 (21) 6,082 (11,047)
Total assets.................... 142,063 10,844 5,554 4,010 (58,320) 104,151
Long-lived assets............... 67,819 2,152 29 -- (46,757) 23,243
Additions to long-lived
assets........................ 21,913 2,338 45 2 -- 24,298
Depreciation and amortization... 851 185 16 3 -- 1,055

The Company had net sales greater then 10% of total net sales to the
following customers by segment:

2000 1999
---- -------

Nigeria -- Mobil Producing Nigeria.......................... -- $14,723
U.K. -- Mobil North Sea..................................... -- 12,134
U.S. -- ARCO Alaska, Inc. .................................. -- 11,925
U.S. -- UNOCAL.............................................. -- 11,072

F-112
200

REPORT OF INDEPENDENT AUDITORS

To the Stockholder of
Sooner Pipe & Supply Corporation

We have audited the accompanying consolidated balance sheet of Sooner Pipe
& Supply Corporation as of July 2, 1998 and the related consolidated statements
of operations, stockholder's equity, and cash flows for the period from August
1, 1997 to July 2, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above, present fairly,
in all material respects, the consolidated financial position of Sooner Pipe &
Supply Corporation at July 2, 1998 and the consolidated results of its
operations and its cash flows for the period from August 1, 1997 to July 2,
1998, in conformity with accounting principles generally accepted in the United
States.

ERNST & YOUNG LLP

Tulsa, Oklahoma
August 14, 1998

F-113
201

SOONER PIPE & SUPPLY CORPORATION

CONSOLIDATED BALANCE SHEET
JULY 2, 1998
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 459
Accounts receivable:
Trade, net of allowance for doubtful accounts of
$250.................................................. 19,809
Affiliates............................................. 57
Accrued interest receivable............................... 3
Deferred income taxes..................................... 76
Income tax receivable..................................... 491
Inventories............................................... 27,695
Prepaid expenses and other................................ 1,599
--------
Total current assets.............................. 50,189
Property, plant and equipment............................... 17,664
Accumulated depreciation and amortization................... (12,297)
--------
5,367
Investments and other assets:
Accounts and notes receivable............................. 3,037
Deposits and other assets................................. 502
--------
3,539
--------
Total assets...................................... $ 59,095
========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable -- trade................................. $ 23,215
Accrued liabilities....................................... 1,343
Accrued taxes other than income taxes..................... 1,589
--------
Total current liabilities......................... 26,147
Stockholder's equity:
Common stock, $100 par value; 10,000 shares authorized,
7,000 shares issued.................................... 700
Capital in excess of par value............................ 1
Retained earnings......................................... 34,017
Treasury stock............................................ (1,770)
--------
Total stockholder's equity........................ 32,948
--------
Total liabilities and stockholder's equity........ $ 59,095
========

See accompanying notes.

F-114
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SOONER PIPE & SUPPLY CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM AUGUST 1, 1997 TO JULY 2, 1998
(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

Net sales................................................... $185,098
Operating costs and expenses:
Cost of sales............................................. 161,774
Terminal operating expenses............................... 3,725
Selling, general and administrative expenses.............. 21,828
--------
187,327
--------
Operating loss.............................................. (2,229)
Other income (expense):
Investment income......................................... 863
Interest expense.......................................... (52)
Other..................................................... 498
--------
1,309
--------
Loss before income taxes.................................... (920)
Provision for income taxes:
Current................................................... (334)
Deferred.................................................. 338
--------
4
--------
Net loss.................................................... $ (924)
========
Loss per common share:
Basic and diluted......................................... $(132.00)
Weighted average shares outstanding....................... 7,000

See accompanying notes.

F-115
203

SOONER PIPE & SUPPLY CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE PERIOD AUGUST 1, 1997 THROUGH JULY 2, 1998
(IN THOUSANDS)

CAPITAL IN
EXCESS OF
COMMON PAR RETAINED TRANSLATION TREASURY
STOCK VALUE EARNINGS ADJUSTMENT STOCK TOTAL
------ ---------- -------- ----------- -------- --------

Balance at August 1, 1997....... $700 $1 $ 54,024 $ 14 $(1,770) $ 52,969
Net loss........................ -- -- (924) -- -- (924)
Dividends Declared.............. -- -- (19,083) -- -- (19,083)
Currency Translation
Adjustment.................... -- -- -- (14) -- (14)
---- -- -------- ---- ------- --------
Balance at July 2, 1998......... $700 $1 $ 34,017 $ -- $(1,770) $ 32,948
==== == ======== ==== ======= ========

See accompanying notes.

F-116
204

SOONER PIPE & SUPPLY CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM AUGUST 1, 1997 TO JULY 2, 1998
(IN THOUSANDS)

Operating activities
Net loss from operations.................................. $ (924)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation........................................... 889
Gain on disposition of assets.......................... (53)
Changes in assets and liabilities:
Accounts and accrued interest receivable............. 1,660
Inventories.......................................... (10,461)
Accounts payable and accrued liabilities............. 1,717
Income taxes......................................... 328
Other................................................ (1,246)
--------
Net cash used in operating activities............. (8,090)
Investing activities
Purchases of investment securities........................ (13,507)
Maturities and sales of investment securities............. 8,512
Purchases of property, plant and equipment................ (2,180)
Proceeds from sale of assets.............................. 1,019
Other..................................................... (2,280)
--------
Net cash used in investing activities............. (8,436)
Financing activities
Dividends paid............................................ (5,000)
--------
Net decrease in cash and cash equivalents................. (21,526)
Cash and cash equivalents at beginning of period.......... 21,985
--------
Cash and cash equivalents at end of period................ $ 459
========
Supplemental disclosure of cash flows:
Income taxes refunded, net................................ $ 618
Noncash dividends declared and paid....................... $ 14,083

See accompanying notes.

F-117
205

SOONER PIPE & SUPPLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

The Company is a distributor of oilfield tubular and general products. The
Company's operations are located primarily in the United States ("U.S."). In
addition, the Company has sales and marketing subsidiaries located in the United
Kingdom ("U.K."), Canada, Nigeria and Barbados. The majority of sales are to
large fully-integrated and independent oil companies headquartered in the U.S.
The Company generally does not require collateral on trade receivables from
these companies.

Consolidation

The accompanying financial statements include Sooner Pipe & Supply
Corporation and all subsidiaries (collectively the "Company"). All significant
intercompany balances and transactions, including any profits in inventory, are
eliminated in consolidation.

Use of Estimates

Cash Equivalents

The Company includes as cash equivalents all certificates of deposit and
U.S. treasury securities with original maturities of 90 days or less.

Inventories

Inventories are priced at lower of cost or market. Inventories held in the
U.S. are valued primarily at LIFO and those held outside the U.S. are valued
primarily at FIFO.

Property, Plant and Equipment

Depreciation is computed on the straight-line and declining balance methods
at varying rates by asset classification. Assets of foreign subsidiaries are
depreciated on straight-line and accelerated methods over their estimated useful
lives. Amortization of leasehold improvements is computed on the straight-line
method over the life of the lease.

Impairment of Long-Lived Assets

The Company evaluates the long-lived assets of identifiable business
activities for impairment when events or changes in circumstances indicate, in
management's judgment, that the carrying value of such assets may not be
recoverable. The determination of whether an impairment has occurred is based on
management's estimate of undiscounted future cash flows attributable to the
assets as compared to the carrying value of the assets. If an impairment has
occurred, the amount of the impairment recognized is determined by estimating
the fair value for the assets and recording a provision for loss if the carrying
value is greater than fair value.

F-118
206
SOONER PIPE & SUPPLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Foreign Currency Remeasurement

The Company has foreign subsidiaries operating in the United Kingdom,
Canada, Nigeria and Barbados. For its foreign subsidiaries, the functional
currency is considered to be the U.S. dollar, and therefore inventory, fixed
assets and stockholder's equity are translated into U.S. dollars at historical
exchange rates while other balance sheet accounts are remeasured into U.S.
dollars at exchange rates in effect at year-end. The resulting remeasurement
adjustments are included in determining net income or loss. Income and expense
accounts are remeasured at average rates of exchange during the period, except
depreciation, which is translated at historical exchange rates. The foreign
currency transaction adjustments are also included in determining net income or
loss. Included in loss before income taxes is net foreign exchange remeasurement
and transaction expense of $186,000 for the period from August 1, 1997 to July
2, 1998.

Income Taxes

The Company is included in its ultimate parent's consolidated U.S. federal
income tax return. Provision for income taxes is computed at existing statutory
rates without regard to separate return limitations.

The Company provides deferred income taxes on temporary differences between
the financial statement and tax bases of assets and liabilities. No deferred
U.S. income taxes have been provided on the undistributed earnings
(approximately $833,000 at July 2, 1998) of the foreign subsidiaries since it is
the Company's intention to indefinitely reinvest those earnings to finance the
continued growth and development of those entities. Under present tax law, such
an amount would be subject to U.S. income taxes at prevailing tax rates less
foreign tax credits if remitted to the parent company.

Revenue Recognition

Net sales are recognized when oilfield tubular products are shipped or, if
terminal services are also provided by the Company, when risk of ownership has
passed to a customer. Terminal fees of $3,395,000 were recognized in the period
from August 1, 1997 to July 2, 1998 on a monthly basis as earned.

Investment Securities

Management determines the appropriate classification of government debt
securities at the time of purchase and reevaluates such designation as of each
balance sheet date. Debt securities are designated as held-to-maturity as the
Company has the positive intent and ability to hold the securities to maturity.
Held-to-maturity securities are stated at amortized cost, adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization is included in investment income. Interest on securities classified
as held-to-maturity is also included in investment income. All of the Company's
investment securities were paid to the Company's parent as a noncash dividend in
the period from August 1, 1997 to July 2, 1998.

Earnings Per Share

F-119
207
SOONER PIPE & SUPPLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

New Accounting Standards

In March 1998, Statement of Position ("SOP") No. 98-1, "Accounting for the
Costs of Software Developed or Obtained for Internal Use," was issued. This SOP
requires capitalization of specified costs incurred in connection with an
internal-use software project. Adoption of this SOP is not required until fiscal
2000. Neither the Company's financial position, results of operations nor cash
flows are expected to be significantly impacted by this SOP.

In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up
Activities". The SOP is effective for fiscal years beginning after December 15,
1998, and requires start-up costs capitalized prior to that date be written off
and any future start-up costs to be expensed as incurred. The Company has
determined that the impact of the adoption of the SOP will not materially impact
the Company's financial position, results of operations or cash flows.

In June 1998, Statement of Financial Accounting Standard ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," was issued which
requires that all derivative instruments be recorded as assets or liabilities on
the balance sheet at fair value. SFAS No. 133 is not required to be adopted by
the Company until July 1, 2000. The Company's financial position, results of
operations or cash flows are not expected to be significantly impacted by this
SFAS when adopted.

2. INVENTORIES

Inventories consist of the following at July 2, 1998 (in thousands):

Tubular goods............................................... $26,429
Oilfield supplies........................................... 1,266
-------
$27,695
=======

During the period from August 1, 1997 to July 2, 1998, LIFO inventory
quantities were reduced resulting in a partial liquidation of the LIFO bases,
the effect of which decreased the net loss, after income taxes, by $1,912,000.
Inventories stated under the LIFO method were $14,996,000 at July 2, 1998. If
the FIFO method had been used, inventories would have been $45,405,000 higher
than reported at July 2, 1998.

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost, and related estimated useful lives
consists of the following at July 2, 1998:

COST ESTIMATED
(IN THOUSANDS) USEFUL LIVES
-------------- ------------

Land........................................................ $ 1,295
Land improvements........................................... 2,096 20
Buildings................................................... 3,729 9-40
Machinery and equipment..................................... 6,088 6-10
Office equipment............................................ 2,764 6-10
Automotive equipment........................................ 1,286 5
Improvements to leased premises............................. 406 9
-------
$17,664
=======

F-120
208
SOONER PIPE & SUPPLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

4. COMMITMENTS

The Company leases office space, store buildings and land for periods to
2002. The related rent expense for the period from August 1, 1997 to July 2,
1998 totaled $1,328,000. At July 2, 1998 minimum annual rentals under
noncancellable leases are as follows (in thousands):

1999....................................................... $1,004
2000....................................................... 920
2001....................................................... 685
2002....................................................... 74
------
$2,683
======

5. PROFIT SHARING PLANS

The Company has a contributory profit sharing plan in which substantially
all U.S. employees are eligible to participate. The plan provides for annual
Company contributions of a discretionary amount determined by the Board of
Directors, provided however that the amount of such contribution shall not
exceed the maximum amount deductible by the Company under the provisions of the
Internal Revenue Code. Company contributions to the plan of $256,000 were
charged against earnings in the period from August 1, 1997 to July 2, 1998.

6. FOREIGN OPERATIONS

The following is a summary of the financial data of the foreign
subsidiaries as of July 2, 1998 and for the period from August 1, 1997 to July
2, 1998 (in thousands):

Current assets.............................................. $19,136
Intercompany receivable..................................... 612
Property, plant and equipment, net of accumulated
depreciation.............................................. 529
Other assets................................................ 3,197
-------
Total assets...................................... $23,474
=======
Current liabilities......................................... $ 3,262
Intercompany payable........................................ 18,252
Stockholder's equity........................................ 1,960
-------
Total liabilities and stockholder's equity........ $23,474
=======
Sales (net of intercompany)................................. $22,927
=======
Net income.................................................. $ 1,101
=======

7. FOREIGN CURRENCY HEDGES

The Company enters into forward exchange contracts to hedge some of its
foreign currency transactions for periods consistent with the terms of the
underlying transactions. The Company does not engage in speculation, nor does
the Company hedge non-transaction related balance sheet exposure. While the
forward contracts affect the Company's results of operations, they do so only in
connection with the underlying transactions. As a result, they do not subject
the Company to risk from exchange rate movements because gains and losses on
these contracts offset losses and gains on the transactions being hedged. At
July 2, 1998, the Company had $1,700,000 of foreign exchange contracts
outstanding in Canadian dollars.

F-121
209
SOONER PIPE & SUPPLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The forward exchange contracts generally have maturities that do not exceed
six months. Based on July 2, 1998 exchange rates and the various maturity dates
of the foreign currency forward contracts, the Company estimates the aggregate
contract value to be representative of the fair value of these items at July 2,
1998.

8. INCOME TAXES

The components of the provision (benefit) for income taxes for the period
from August 1, 1997 to July 2, 1998 is as follows (in thousands):

Current:
Federal................................................... $(691)
State..................................................... 3
Foreign................................................... 354
-----
(334)
Deferred -- federal......................................... 338
-----
Total provision............................................. $ 4
=====

Significant components of the Company's deferred tax liabilities and assets
at July 2, 1998 consist of the following (in thousands):

Deferred tax assets:
Book over tax accrued liabilities......................... $71
Other..................................................... 5
---
Total deferred tax assets......................... $76
===

A reconciliation of the U.S. Statutory tax rate at July 2, 1998 to the
consolidated provision for income taxes is as follows (in thousands):

Expected federal income tax benefit at current statutory
rates..................................................... $(313)
State income tax provision, net of federal impact........... 1
Nondeductible expenses...................................... 155
Income of foreign subsidiaries, taxed at different rates.... 234
Other....................................................... (73)
-----
Provision for income taxes.................................. $ 4
=====

9. FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amounts reported in the balance
sheet approximate fair value due to the short-term maturity of these
instruments.

Noncurrent accounts and notes receivable: As the maturity of these
receivables is less than three years, fair value is estimated to
approximate historically recorded amounts.

F-122
210
SOONER PIPE & SUPPLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

10. LEGAL CONTINGENCIES

11. SEGMENT DISCLOSURES

The Company's geographical reporting segments are based on product shipment
origin for revenues and physical location for other items. Long-lived assets are
comprised of property, plant and equipment and other non-current assets.

U.S. NIGERIA U.K. CANADA BARBADOS ELIMINATIONS TOTAL
-------- ------- ------ ------- -------- ------------ --------
(IN THOUSANDS)

Revenues:
External................... $162,172 $ 2,766 $3,323 $16,837 $ -- $ -- $185,098
Intersegment............... 9,409 -- -- -- -- (9,409) --
-------- ------- ------ ------- ------- -------- --------
Total.............. 171,581 2,766 3,323 16,837 -- (9,409) 185,098
Income (loss) before income
taxes...................... (1,679) 297 (95) 677 778 (898) (920)
Total assets............... 60,101 14,783 6,257 2,365 68 (24,479) 59,095
Long-lived assets............ 10,910 3,578 93 21 -- (5,696) 8,906
Additions to long-lived
assets..................... 1,504 2,934 7 15 -- -- 4,460
Depreciation and
amortization............... 708 164 12 5 -- -- 889

During fiscal 1999, the Company had net sales greater than 10% of total
sales to the following customers by segment (in thousands):

U.S. -- G.B. Tubulars, Inc. ................................ $23,990
U.S. -- UNOCAL.............................................. 23,480

12. IMPACT OF YEAR 2000 (UNAUDITED)

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Various computer and
other equipment may also have embedded Year 2000 issues.

The Company has completed an assessment and will have to modify or replace
portions of its software so that its computer systems will function properly
with respect to dates in the year 2000 and thereafter. The Company estimates
that approximately 91% of the required conversions are complete, and based on
the current plan of action, the Company does not believe the Year 2000 project
costs will be significant.

Management estimates that the Year 2000 project will be completed no later
than December, 1998, which is prior to any anticipated impact on its operating
systems.

The Company believes that with modifications to existing software and
conversions to new software, the Year 2000 Issue will not pose significant
operational problems for its computer systems. However, if such

F-123
211
SOONER PIPE & SUPPLY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Company.

In addition, communications are ongoing with other companies with which the
Company's systems interface or rely on to determine the extent to which those
companies are addressing their Year 2000 compliance.

13. SUBSEQUENT EVENTS

As a result of the sale of the Company on July 2, 1998, the Company has
entered into or guaranteed various debt agreements to finance the acquisition of
the Company by the new owners ("Sooner Inc."). The Company entered into a
$50,000,000 credit agreement which is guaranteed by Sooner Inc. and includes a
$40,000,000 revolving line of credit (a borrowing of $35,000,000 occurred on
July 2, 1998), a $5,000,000 term note payable in monthly installments with final
maturity on June 30, 2000, and $5,000,000 in letter of credit accommodations.
Interest is payable at the First Union National Bank Prime Rate, or adjusted
Eurodollar rate as defined in the agreement plus 1.75%, per annum depending on
whether the revolver loans are Prime Rate or Eurodollar Rate loans when
borrowed, as defined in the agreement. The revolving line of credit and letter
of credit accommodations expire on July 2, 2003.

The Company also guaranteed and assumed a $10,000,000 senior subordinated
note and a $7,500,000 senior subordinated contingent note, as defined in the
sale agreement, between Sooner Inc. and the Company's parent. The $10,000,000
note bears interest at the same rate as the $50,000,000 credit agreement noted
above and matures on July 2, 1999. The $7,500,000 note bears interest at 6% per
annum and is payable in quarterly installments based on 37.5% of the quarterly
proceeds from the sale of $20,000,000 of designated inventory as identified in
the sale agreement. The other 62.5% of the quarterly proceeds from the sale of
such inventory must be applied as payment against the $5,000,000 term note and
the $10,000,000 note as identified above.

The Company also sold inventory and real estate to a related party of
Sooner Inc. on July 31, 1998 for $3,804,000. This amount is contingent upon
settlement of the valuation of the inventory sold. A payment of $1,850,000 will
be made on August 31, 1998 with the remainder being represented by a $1,954,000
subordinated 6% note due to the Company in annual installments of $977,000, plus
interest, with final maturity on July 31, 2000.

F-124
212

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Through and including , 2001 (the 25th day after the date of
this prospectus), all dealers effecting transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

14,600,000 SHARES

[OIL STATES INTERNATIONAL, INC. LOGO]

COMMON STOCK

---------------------

PROSPECTUS
---------------------

MERRILL LYNCH & CO.

CREDIT SUISSE FIRST BOSTON

SIMMONS & COMPANY
INTERNATIONAL

, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
213

[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]
214

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED FEBRUARY 5, 2001

PROSPECTUS

14,600,000 SHARES

[OIL STATES INTERNATIONAL, INC. LOGO]

COMMON STOCK
----------------------

This is Oil States International, Inc.'s initial public offering. Oil
States International is selling 12,500,000 shares, and Oil States International
stockholders are selling 2,100,000 shares. The international managers are
offering 2,920,000 shares outside the U.S. and Canada, and the U.S. underwriters
are offering 11,680,000 shares in the U.S. and Canada.

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 9 OF THIS PROSPECTUS.
----------------------

PER SHARE TOTAL
--------- -----

The international managers may also purchase up to an additional 438,000
shares from Oil States International at the public offering price, less the
underwriting discount, within 30 days from the date of this prospectus to cover
over-allotments. The U.S. underwriters may similarly purchase up to an
additional 1,752,000 shares from Oil States International.

The shares will be ready for delivery on or about , 2001.

----------------------

MERRILL LYNCH INTERNATIONAL CREDIT SUISSE FIRST BOSTON

SIMMONS & COMPANY
INTERNATIONAL
----------------------
The date of this prospectus is , 2001.
215

UNDERWRITING

We intend to offer the shares outside the U.S. and Canada through the
international managers and in the U.S. and Canada through the U.S. underwriters.
Merrill Lynch International, Credit Suisse First Boston (Europe) Limited and
Simmons & Company International are acting as lead managers for the
international managers named below. Subject to the terms and conditions
described in an international purchase agreement among us, the selling
stockholders and the international managers, and concurrently with the sale of
11,680,000 shares to the U.S. underwriters, we and the selling stockholders have
agreed to sell to the international managers, and each of the international
managers has agreed to purchase from us and the selling stockholders, the number
of shares listed opposite its name below.

NUMBER
INTERNATIONAL MANAGER OF SHARES
--------------------- ---------

Merrill Lynch International.................................
Credit Suisse First Boston (Europe) Limited.................
Simmons & Company International.............................
---------
Total.......................................... 2,920,000
=========

We and the selling stockholders have also entered into a U.S. purchase
agreement with the U.S. underwriters for sale of the shares in the U.S. and
Canada for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit
Suisse First Boston Corporation and Simmons & Company International are acting
as U.S. representatives. Subject to the terms and conditions in the U.S.
purchase agreement, and concurrently with the sale of 2,920,000 shares to the
international managers under the international purchase agreement, we and the
selling stockholders have agreed to sell to the U.S. underwriters, and the U.S.
underwriters severally have agreed to purchase from us and the selling
stockholders, an aggregate of 11,680,000 shares in the offering. The initial
public offering price per share and the total underwriting discount per share
are identical under the international purchase agreement and the U.S. purchase
agreement.

The international managers and the U.S. underwriters have agreed to
purchase all of the shares sold under the international and U.S. purchase
agreements if any of these shares are purchased. If an underwriter defaults, the
U.S. and international purchase agreements provide that the purchase commitments
of the nondefaulting underwriters may be increased or the purchase agreements
may be terminated. The closings for the sale of shares to be purchased by the
international managers and the U.S. underwriters are conditioned on one another.

We, some of our subsidiaries and the selling stockholders have agreed to
indemnify the international managers and the U.S. underwriters against
liabilities under the Securities Act or to contribute to payments the
international managers and U.S. underwriters may be required to make in respect
of those liabilities.

COMMISSIONS AND DISCOUNTS

The lead managers have advised us and the selling stockholders that the
international managers propose initially to offer the shares to the public at
the initial public offering price listed on the cover page of this prospectus
and to dealers at that price less a concession not in excess of $ per share.
The international

78
216

managers may allow, and the dealers may reallow, a discount not in excess of
$ per share to other dealers. After the initial public offering, the public
offering price, concession and discount may be changed.

The following table shows the public offering price, underwriting discount
and proceeds before expenses to Oil States and the selling stockholders. The
information assumes either no exercise or full exercise by the international
managers and the U.S. underwriters of their over-allotment options.

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------

The expenses of the offering, not including the underwriting discount, are
estimated at $3,700,000 and are payable by Oil States.

OVER-ALLOTMENT OPTION

We have granted an option to the international managers to purchase up to
438,000 additional shares at the public offering price less the underwriting
discount. The international managers may exercise this option for 30 days from
the date of this prospectus solely to cover any over-allotments. If the
international managers exercise this option, each international manager will be
obligated, subject to conditions contained in the purchase agreements, to
purchase a number of additional shares proportionate to that international
manager's initial amount reflected in the above table.

We have also granted an option to the U.S. underwriters, exercisable for 30
days from the date of this prospectus, to purchase up to 1,752,000 additional
shares to cover any over-allotments on terms similar to those granted to the
international managers.

INTERSYNDICATE AGREEMENT

The international managers and the U.S. underwriters have entered into an
intersyndicate agreement that provides for the coordination of their activities.
Under the intersyndicate agreement, the international managers and the U.S.
underwriters may sell shares to each other for purposes of resale at the initial
public offering price, less an amount not greater than the selling concession.
Under the intersyndicate agreement, the international managers and any dealer to
whom they sell shares will not offer to sell or sell shares to U.S. or Canadian
persons or to persons they believe intend to resell to U.S. or Canadian persons,
except in the case of transactions under the intersyndicate agreement.
Similarly, the U.S. underwriters and any dealer to whom they sell shares will
not offer to sell or sell shares to persons who are non-U.S. or non-Canadian
persons or to persons they believe intend to resell to persons who are non-U.S.
or non-Canadian persons, except in the case of transactions under the
intersyndicate agreement.

NO SALES OF SIMILAR SECURITIES

- offer, pledge, sell, or contract to sell any common stock,

- sell any option or contract to purchase any common stock,

- purchase any option or contract to sell any common stock,

- grant any option, right or warrant for the sale of any common stock,
other than under our 2001 Equity Participation Plan,

- lend or otherwise dispose of or transfer any common stock,

- request or demand that we file a registration statement related to the
common stock, or

NEW YORK STOCK EXCHANGE LISTING

- the valuation multiples of publicly traded companies that the U.S.
representatives and the lead managers believe to be comparable to us,

- our financial information,

- the history of, and the prospects for, our company and the industry in
which we compete,

- an assessment of our management, our past and present operations, and the
prospects for, and timing of, our future revenues,

- the present state of our development, and

- the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also
possible that after the offering the shares will not trade in the public market
at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the
aggregate to accounts over which they exercise discretionary authority.

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

The U.S. underwriters may purchase and sell our common stock in the open
market. These transactions may include short sales, stabilizing transactions and
purchases to cover positions created by short sales. Short sales involve the
sale by the U.S. underwriters of a greater number of shares than they are
required to purchase in the offering. "Covered" short sales are sales made in an
amount not greater than the underwriters' option to purchase additional shares
from the issuer in the offering. The U.S. underwriters may close out any covered
short position by either exercising their option to purchase additional shares
or purchasing shares in the open market. In determining the source of shares to
close out the covered short position, the U.S. underwriters will consider, among
other things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
over-allotment option. "Naked" short sales are any sales in excess of such
option. The U.S. underwriters must close out any naked short position by
purchasing shares in the open market. A naked short position is more likely to
be created if the U.S. underwriters are concerned that there may be downward
pressure on the price of our common stock in the open market after pricing that
could adversely affect investors who purchase in the offering. Stabilizing
transactions consist of various bids for or purchases of common stock made by
the U.S. underwriters in the open market prior to the completion of the
offering.

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218

have repurchased shares sold by or for the account of that underwriter in
stabilizing or short covering transactions.

UK SELLING RESTRICTIONS

Each international manager has agreed that:

- it has not offered or sold and will not offer or sell any shares of
common stock to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments, as principal or agent, for the purposes of
their businesses or otherwise in circumstances which do not constitute an
offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995;

- it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the common stock in, from or otherwise involving the United
Kingdom; and

- it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the
issuance of common stock to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 as amended by the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1997 or
is a person to whom such document may otherwise lawfully be issued or
passed on.

NO PUBLIC OFFERING OUTSIDE THE UNITED STATES

No action has been or will be taken in any jurisdiction, except in the
United States, that would permit a public offering of the shares of common
stock, or the possession, circulation or distribution of this prospectus or any
other material relating to our company, the selling stockholders or shares of
our common stock in any jurisdiction where action for that purpose is required.
Accordingly, the shares of our common stock may not be offered or sold, directly
or indirectly, and neither this prospectus nor any other offering material or
advertisements in connection with the shares of common stock may be distributed
or published, in or from any country or jurisdiction except in compliance with
any applicable rules and regulations of any such country or jurisdiction.

Purchasers of the shares offered by this prospectus may be required to pay
stamp taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the offering price on the cover page of this
prospectus.

OTHER RELATIONSHIPS

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219

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

14,600,000 SHARES

[OIL STATES INTERNATIONAL, INC. LOGO]

COMMON STOCK

---------------------

PROSPECTUS
---------------------

MERRILL LYNCH INTERNATIONAL

CREDIT SUISSE FIRST BOSTON

SIMMONS & COMPANY
INTERNATIONAL

, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
220

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee and the NASD filing fees.

Securities and Exchange Commission registration fee......... $ 57,552
NASD filing fee............................................. 22,327
NYSE listing fee............................................ 252,600
Legal fees and expenses..................................... 1,350,000
Tax advice fees............................................. 400,000
Accounting fees and expenses................................ 750,000
Fairness Opinion............................................ 300,000
Blue Sky fees and expenses (including legal fees)........... 25,000
Printing expenses........................................... 400,000
Transfer Agent fees......................................... 10,000
Miscellaneous............................................... 132,521
----------
Total............................................. $3,700,000
==========

---------------

* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative, other than
an action by or in the right of the corporation by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding 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
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 145 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred in connection with the defense or settlement of such action or suit 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 corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

The Company's certificate of incorporation provides that indemnification
shall be to the fullest extent permitted by the DGCL for all current or former
directors or officers of the Company.

II-1
221

As permitted by the DGCL, the certificate of incorporation provides that
directors of the Company shall have no personal liability to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to the Company or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (3) under Section 174 of the
DGCL or (4) for any transaction from which a director derived an improper
personal benefit.

In addition, we have entered into indemnity agreements with our directors
and executive officers containing provisions which are in some respects broader
than the specific indemnification provisions contained in the DGCL. The form of
these indemnity agreements is filed as Exhibit 10.14 hereto.

The U.S. and international purchase agreements that we will enter into in
connection with the offering will contain certain provisions for the
indemnification against certain civil liabilities under the Securities Act of
our directors, certain of our officers, the selling stockholders and any person
who controls us within the meaning of Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The Company has not sold any securities, registered or otherwise, within
the past three years, except as set forth below. The information set forth below
reflects the Company's 50 for 1 stock split effected on January 8, 1998 and the
proposed reverse three for one stock split to be effected in connection with the
Combination.

1. In November 1997, the Company issued 333,333 shares of Common Stock to
the Huntfield Trust Limited ("Huntfield") in consideration for the
purchase of 400 shares of the common stock of a wholly owned subsidiary
of the Company, which shares were issued to Huntfield as partial
consideration for the purchase of assets from Huntfield in May 1996.
The Company assigned an aggregate value of $10,000,000 to these shares
in its financial statements.

2. In December 1997, the Company issued a total of 277,250 shares of
Common Stock to ten of its shareholders who subscribed to the Company's
offering of Common Stock (the "December 1997 Subscription"). The
aggregate consideration paid by such shareholders was $8,317,500.

3. In connection with the December 1997 Subscription, the Company issued a
total of 3,666 shares of Common Stock to eight of the former
stockholders of HydroTech Systems, Inc. who held shares of preferred
stock of a subsidiary of the Company in satisfaction of pre-emptive
rights held by such persons. The aggregate consideration paid by such
persons was $110,000.

4. Also in December 1997, the Company issued a total of 44,433 shares of
Common Stock to three of the former shareholders of Gregory Rig Service
and Sales, Inc. ("Gregory") in partial consideration for the purchase
of all of the issued and outstanding shares of common stock of Gregory.
The Company assigned an aggregate value of $1,333,000 to these shares
in its financial statements.

5. In January 1998, the Company issued 5,000 shares of Common Stock to
James Cauble ("Cauble") pursuant to the terms of an employment
agreement for aggregate proceeds of $150,000. In so doing, the Company
relied on the provisions of Rule 701 promulgated under the Securities
Act in claiming exemption for the offering, sale and delivery of such
securities from registration under the Securities Act. Pursuant to the
terms of an employment severance agreement with Cauble, the Company
repurchased such shares in November 1999.

6. Also in January 1998, the Company issued 14,966 shares of Common Stock
to Huntfield pursuant to the December 1997 Subscription for aggregate
proceeds of $449,000.

7. In February 1998, the Company issued a total of 141,389 shares of
Common Stock to 23 of its shareholders who subscribed to the Company's
offering of Common Stock (the "February 1998 Subscription"). The
aggregate consideration paid by such shareholders was $4,241,670.

8. Also in February 1998, the Company issued a total of 33,333 shares of
Common Stock to the four former shareholders of Subsea Ventures, Inc.
("Subsea Ventures") in partial consideration for the

II-2
222

purchase of all of the issued and outstanding shares of common stock of
Subsea Ventures. The Company assigned an aggregate value of $1,000,000
to these shares in its financial statements.

9. In March 1998, the Company issued a total of 166,666 shares of Common
Stock to SCF-III, L.P., Chase Manhattan Investment Holdings, L.P. and
Bovaird Supply Company in consideration for outstanding options held by
such entities to purchase the common stock of CE Franklin Ltd., a
former majority owned subsidiary of the Company (the "CE Franklin
Transaction"). The Company assigned an aggregate value of $5,000,000 to
these shares in its financial statements.

10. Also in March 1998, the Company issued a total of 216,252 shares of
Common Stock to 26 of its shareholders who subscribed to the Company's
offering of Common Stock (the "March 1998 Subscription"). The aggregate
consideration paid by such shareholders was $6,487,560.

11. In April 1998, the Company issued a total of 25,000 shares of Common
Stock to Klaper (UK) Limited ("Klaper") in partial consideration for
the purchase of all of the assets of Klaper. In so doing, the Company
relied on the exemption for offshore sales of securities provided by
Regulation S under the Securities Act in claiming exemption for the
offering, sale and delivery of such securities from registration under
the Securities Act. The Company assigned an aggregate value of $750,000
to these shares in its financial statements.

12. In May 1998, the Company issued 258,333 shares of Common Stock to Chase
Manhattan Investment Holdings, L.P. in exchange for 775,000 shares of
the Company's Class B common stock, which were issued in 1995. In so
doing, the Company relied on the exchange of existing securities
provisions of Section 3(a)(9) of the Securities Act in claiming
exemption for the offering, sale and delivery of such securities from
registration under the Securities Act.

13. From November 1998 to October 1999, the Company issued a total of
47,255 shares of Common Stock to employees upon the exercise of
employment stock options held by such employees. The exercise price of
such options was $6.282 per share, resulting in aggregate proceeds to
the Company of $296,671. In so doing, the Company relied on the
provisions of Rule 701 promulgated under the Securities Act in claiming
exemption for the offering, sale and delivery of such securities from
registration under the Securities Act.

14. Also in January 2000, the Company issued 38 shares of Common Stock to
Oran Tarlton for aggregate consideration of $281.

15. In February 2000, the Company issued a total of 1,430,437 shares of
Common Stock to its shareholders who purchased shares in the February
1998 Subscription and the March 1998 Subscription, pursuant to
performance conditions specified in such subscriptions which were not
attained. No additional consideration was received for such shares.

16. Also in February 2000, the Company issued 166,666 shares of Common
Stock to SCF-III, L.P., Chase Manhattan Investment Holdings, L.P. and
Bovaird Supply Company in accordance with performance conditions
specified in the CE Franklin Transaction which were not attained. No
additional consideration was received for such shares.

Except as specifically stated otherwise in the preceding paragraphs, in
offering, selling and issuing the securities described above, the Company relied
on, among other things, the private placement provisions of Section 4(2) of the
Securities Act.

In connection with the closing of the Combination, the Company will issue a
total of 7,600,830, 7,606,110 and 5,933,703 shares of Common Stock to the former
shareholders of HWC Energy Services, Inc. ("HWC") and Sooner Inc. ("Sooner") and
the former shareholders of PTI Group Inc. ("PTI") resident in the United States
in consideration for all of the issued and outstanding shares of common stock of
HWC and Sooner and the common shares of PTI held by such shareholders,
respectively. In so doing, the Company will rely on the private placement
provisions of Rule 506 of Regulation D promulgated under the Securities Act in
claiming exemption for the offering, sale and delivery of such securities from
registration under the Securities Act.

II-3
223

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

1.1 -- Form of U.S. Purchase Agreement
1.2 -- Form of International Purchase Agreement
3.1 -- Form of Amended and Restated Certificate of Incorporation
3.2* -- Form of Amended and Restated Bylaws
3.3* -- Form of Certificate of Designations of Special Preferred
Voting Stock of Oil States International, Inc.
4.1* -- Form of common stock certificate
4.2* -- Form of Amended and Restated Registration Rights
Agreement
5.1 -- Opinion of Vinson & Elkins L.L.P.
10.1* -- Combination Agreement dated as of July 31, 2000 by and
among Oil States International, Inc., HWC Energy
Services, Inc., Merger Sub-HWC, Inc., Sooner Inc., Merger
Sub-Sooner, Inc. and PTI Group Inc.
10.2* -- Form of Plan of Arrangement of PTI Group Inc.
10.3* -- Form of Support Agreement between Oil States
International, Inc. and PTI Holdco
10.4* -- Form of Voting and Exchange Trust Agreement by and among
Oil States International, Inc., PTI Holdco and Montreal
Trust Company of Canada
10.5 -- Form of 2001 Equity Participation Plan
10.6* -- Form of Deferred Compensation Plan
10.7* -- Form of Annual Incentive Compensation Plan
10.8* -- Form of Executive Agreement between Oil States
International, Inc. and Douglas E. Swanson
10.9* -- Form of Executive Agreement between Oil States
International, Inc., and Cindy B. Taylor
10.10* -- Form of Executive Agreement between Oil States
International, Inc. and all other Named Executive
Officers
10.11* -- Form of Change of Control Severance Plan for Selected
Members of Management
10.12 -- Credit Agreement dated as of January 25, 2001 among Oil
States International, Inc., PTI Group Inc., the Lenders
named therein, Credit Suisse First Boston, Credit Suisse
First Boston Canada, Hibernia National Bank and Royal
Bank of Canada.
10.13 -- Form of Restricted Stock Agreement between Oil States
International, Inc. and Douglas E. Swanson.
10.14 -- Form of Indemnification Agreement
16.1* -- Letter Regarding Change in Certifying Accountant
21.1* -- List of subsidiaries of the Company
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Arthur Andersen LLP (Houston, Texas)
23.3 -- Consent of Arthur Andersen LLP (Dallas, Texas)
23.4 -- Consent of PricewaterhouseCoopers LLP (Edmonton, Alberta)
23.5 -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit
5.1 hereto)
23.6* -- Consent of Mark G. Papa to serve as director
23.7* -- Consent of Gary L. Rosenthal to serve as director
23.8* -- Consent of Martin Lambert to serve as director
23.9 -- Consent of PricewaterhouseCoopers LLP (Calgary, Alberta)
24.1* -- Powers of Attorney for Directors
27.1* -- Financial Data Schedule

---------------

* Previously filed.

** To be filed by amendment.

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224

(b) Financial Statement Schedule

All schedules are omitted because the information is contained in the
Financial Statements or Notes.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the undersigned registrant pursuant to the foregoing
provisions described in Item 14 or otherwise, the undersigned 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the undersigned registrant of expenses incurred or paid by a director,
officer or controlling person of the undersigned 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 undersigned 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 and will be governed by the final adjudication of such
issue.

(b) To provide to the underwriter at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

(c) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the undersigned registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(d) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the Offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
225

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 the 5th day of February, 2001.

Oil States International, Inc.

By: /s/ DOUGLAS E. SWANSON
----------------------------------
Name: Douglas E. Swanson
Title: President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ DOUGLAS E. SWANSON President, Chief Executive February 5, 2001
----------------------------------------------------- Officer and Director
Douglas E. Swanson (Principal Executive
Officer)

/s/ CINDY B. TAYLOR Chief Financial Officer February 5, 2001
----------------------------------------------------- (Principal Financial
Cindy B. Taylor Officer)

/s/ ROBERT W. HAMPTON Vice President -- Finance February 5, 2001
----------------------------------------------------- and Accounting (Principal
Robert W. Hampton Accounting Officer)

L.E. SIMMONS* Chairman of the Board February 5, 2001
-----------------------------------------------------
L.E. Simmons

DAVID ALTHOFF* Director February 5, 2001
-----------------------------------------------------
David Althoff

Director
-----------------------------------------------------
Russell Hawkins

DENNIS PROCTOR* Director February 5, 2001
-----------------------------------------------------
Dennis Proctor

ANDREW L. WAITE* Director February 5, 2001
-----------------------------------------------------
Andrew L. Waite

STEPHEN A. WELLS* Director February 5, 2001
-----------------------------------------------------
Stephen A. Wells

II-6
226

SIGNATURE TITLE DATE
--------- ----- ----

JAMES D. WOODS* Director February 5, 2001
-----------------------------------------------------
James D. Woods

*By: /s/ CINDY B. TAYLOR
------------------------------------------------
Cindy B. Taylor, pursuant to a power of attorney
filed with the Registration Statement NO.
333-43400, filed with the Security and Exchange
Commission on August 10, 2000.

II-7
227

INDEX TO EXHIBITS

---------------

* Previously filed.

** To be filed by amendment.