SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(NAME OF ISSUER)
COMMON STOCK
$0.00001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
099469108
(CUSIP NUMBER)
JACK L. PFEILSTICKER
VICE PRESIDENT AND CORPORATE COUNSEL
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
GATEWAY CENTER FOUR
7TH FLOOR
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4069
(973) 802-9200
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
AUGUST 13, 2004
(DATE OF EVENT WHICH REQUIRES FILING OF
THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G
TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS STATEMENT BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE
FOLLOWING BOX [ ].
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CUSIP No. 099469108 13D Page 2
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1 NAME OF REPORTING PERSON: PRUDENTIAL FINANCIAL, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey
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NUMBER OF 7 SOLE VOTING POWER: 1,829,635
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 1,829,635
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,829,635
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.2%
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14 TYPE OF REPORTING PERSON: HC
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 6 to Schedule 13D amends the Schedule 13D filed by
The Prudential Insurance Company of America, a New Jersey corporation
("Prudential"), with the Commission on July 16, 2001 (the "Schedule 13D"), as
amended by Amendment No. 1 to Schedule 13D filed by Prudential Financial, Inc.
("Prudential Financial") with the Commission on April 1, 2003, Amendment No. 2
to Schedule 13D filed by Prudential Financial on July 8, 2003, Amendment No. 3
to Schedule 13D filed by Prudential Financial on July 22, 2003, Amendment No. 4
to Schedule 13D filed by Prudential Financial on August 12, 2003 and Amendment
No. 5 to Schedule 13D filed by Prudential Financial on August 20, 2003
("Amendment No. 5"). Unless otherwise set forth herein, the information set
forth in the Schedule 13D remains unchanged. Unless otherwise defined herein,
all capitalized terms used herein shall have the meanings previously ascribed to
them in the previous filings of the Schedule 13D.
Item 2. Identity and Background.
-----------------------
The second and third paragraphs of Item 2 of the Schedule 13D are
amended and restated in their entirety as follows:
The executive officers of Prudential Financial are listed on attached
Exhibit 1 opposite their respective titles. Exhibit 1 is incorporated herein.
The principal business address for each executive officer is 751 Broad Street,
Newark, New Jersey 07102-3777. Each executive officer is a citizen of the United
States of America.
The directors of Prudential Financial are listed on attached Exhibit
2. Exhibit 2 is incorporated herein, and sets forth, with respect to each
director of Prudential Financial, his or her name and present principal
occupation or employment. The principal business address for each director is
751 Broad Street, Newark, New Jersey 07102-3777. Each director is a citizen of
the United States of America.
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D is amended to add the following after the
twenty-third paragraph thereof:
On August 13, 2004, Prudential and the Company entered into an
Exchange Agreement (the "Exchange Agreement") whereby Prudential exchanged its
remaining 582 shares of Series E Stock, its remaining Warrants to purchase an
aggregate of 9,672,598 shares of Common Stock (before giving effect to the
Company's October 2, 2003 one for four reverse stock split), accrued but unpaid
dividends on the Series E Stock of $312,865 and accrued but unpaid dividends on
the Series G Stock of $264,447, for an aggregate of 1,829,635 shares of Common
Stock.
As of August 13, 2004, Prudential holds 1,829,635 shares of Common
Stock. Prudential continues to evaluate the possible disposition of the
remainder of its interest in the Company.
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Except as set forth above, Prudential has no present plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth
above, the information set forth in Item 4 of the Schedule 13D remains
unchanged.
Item 5. Interest in Securities of the Issuer.
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Items 5(a), (b) and (c) of the Schedule 13D are amended and restated
to read in their entirety as follows:
(a) The responses of Prudential Financial to Rows (11) through (13)
of the cover pages of this statement on Schedule 13D are incorporated herein by
reference. As of August 13, 2004, Prudential Financial, through its wholly owned
subsidiary, Prudential, beneficially owned an aggregate of 1,829,635 shares of
Common Stock, representing 6.2% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The outstanding shares of Common Stock, 29,289,429, are based
on the shares outstanding as of August 13, 2004, as disclosed by the Company in
its Quarterly Report on Form 10-Q, filed on August 16, 2004, which includes the
shares of Common Stock received by Prudential pursuant to the Exchange
Agreement.
Except as disclosed in this Item 5(a), neither Prudential Financial,
nor, to the best of its knowledge, any of its directors or executive officers
beneficially owns any shares of Common Stock.
(b) The responses of Prudential Financial to (i) Rows (7) through
(10) of the cover page of this statement on Schedule 13D/A and (ii) Item 5(a)
hereof are incorporated herein by reference.
(c) Except as disclosed in Item 4 hereof, neither Prudential
Financial, nor, to the best of its knowledge, any of its directors or executive
officers, has effected any transaction in Common Stock since the filing of
Amendment No. 5.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
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The information set forth in Item 6 of the Schedule 13D is unchanged,
except that: (i) the Company and Prudential are parties to the Exchange
Agreement, (ii) the Participation Rights Agreement, dated as of July 23, 1998
between the Company and Prudential has been terminated and (iii) the
Registration Rights Agreement, dated as of July 23, 1998 between the Company and
Prudential has been amended to include the shares of Common Stock received by
Prudential pursuant to the Exchange Agreement as "Registrable Securities"
pursuant to the Registration Rights Agreement, and to make other non-substantive
and conforming amendments.
4
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Executive Officers of Prudential Financial.
2. Directors of Prudential Financial.
3. Exchange Agreement, dated as of August 13, 2004, by and
between the Company and Prudential.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 17, 2004
PRUDENTIAL FINANCIAL, INC.
By: /s/ Jack L. Pfeilsticker
---------------------------------
Name:Jack L. Pfeilsticker
Title: Vice President
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EXHIBIT INDEX
Exhibit No. Description
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1. Executive Officers of Prudential Financial.
2. Directors of Prudential Financial.
3. Exchange Agreement, dated as of August 13, 2004, by and
between the Company and Prudential.
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