IRI International Corporation
Ticker:IIR 1000 Louisiana, Suite 5900
Exchange:New York Stock Exchange Houston, TX 77002
Industry:Manufacturing (SIC Code 3533) (713) 651-8002
# of Employees:1378

Offering Information
Type of Shares:Common Shares Filing Date:9/8/97
U.S. Shares:9,600,000 Offer Date:11/13/97
Non-U.S. Shares:2,400,000 Filing Range:$14.00 - $17.00
Primary Shares:9,000,000 Offer Price:$18.00
Secondary Shares:3,000,000 Gross Spread:$1.21
Offering Amount: $186,000,000 Selling:$0.70
Expenses: - Reallowance:$0.10
Shares Out After:39,000,000

Primary Underwriting Group
ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 526-8100
Credit Lyonnais Securities (USA) Inc.Co-manager (212) 408-5680
Howard, Weil, Labouisse, FriedrichsCo-manager (504) 582-2607
Prudential Securities IncorporatedCo-manager (212) 778-5420

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Jones, Day, Reavis & Pogue
Bank's Law Firm: Baker & Botts
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$188.39$80.19$29.35Assets:$164.19
Net Income:$14.60$3.86$2.51Curr Assets:
EPS:$0.37$0.10Liabilities:$138.87
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$25.32
Cash Flow/Fin:Cash:
Cash Flow/Inv:Working Cap:$89.86

Business Description
The company is one of the world's largest manufacturers of land-based drilling and well-servicing rigs and rig component parts for use in the global oil and gas industry. Through its IRI and Cardwell operations, the Company designs and produces rigs to meet the special requirements of its global clientele for service in remote areas and harsh climatic conditions. Through its Bowen Tools Division, the Company is a leading manufacturer of downhole fishing and drilling tools and offers a complete line of oilfield power equipment, including top drives, power-swivels, wireline pressure control equipment and coiled tubing systems, which complement the Company's drilling and well-servicing rigs. The Company also manufactures and maintains a significant inventory of replacement parts for rigs produced by the Company and by others, enabling it to meet the needs of its customers on a timely basis. As a result of its diverse product lines and the availability, on a sale or rental basis, of the products of the Bowen Tools Division, the Company is able to satisfy a wide range of its customers' special requirements. Through its Specialty Steel Division, the Company produces premium alloy steel for commercial and military use and for use in manufacturing oilfield equipment products.

Competition
The Company's revenues and earnings are affected by a competitive oilfield equipment industry, the introduction of new or improved products by competitors, increases in the supply of, or improvements in the deliverability of, competing products and significant price competition. The Company competes with a number of entities, some of which may possess greater financial and other resources than the Company.

Business Plan
The Company's business strategy is to continue its significant expansion and growth as a leader in the design, manufacture, service, sale and rental of oilfield equipment products by: Leveraging Strong Brand Names and Leading Market Shares. The Company manufactures its drilling rigs and well-servicing rigs and component parts under internationally recognized brand names which include IDECO(R), FRANKS(R), CARDWELL(R), CABOT(TM) and IRI(TM). The Company manufactures fishing and drilling tools, top drives, power-swivels and coiled tubing systems under the BOWEN(R) brand name. The Company believes the majority of the land-based drilling rigs and well-servicing rigs currently operating worldwide were manufactured by it or its predecessors. The Company estimates that BOWEN(R) fishing tools, considered the industry standard since they were first introduced by S.R. Bowen in 1930, maintain an approximate 50% share of the worldwide market for such products. Under the BOWEN(R) brand name, the Company maintains the leading market share in power-swivels and is among the market leaders in drilling tools and wireline equipment. The Company believes it will benefit significantly from increased demand for oilfield equipment and products as customers seek to obtain new equipment or replace existing equipment with similarly branded products.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness incurred in connection with the acquisition and for general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Hushang Ansary91.00%62.90%
Nina Ansary10.00%7.70%
Dr. Philip David5.00%3.50%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Hushang AnsaryChairman of the Board and Chief Executive Officer70
Abdallah AndrawosDirector and Secretary40
Munawar H. HidayatallahDirector, Executive Vice President and Chief Financial Officer53
Richard D. HigginbothamDirector, President and Chief Operating Officer -- Bowen Tools Division60
Arhtur C. TeichgraeberDirector, President and Chief Operating Officer -- Cardwell International Ltd.41
Gary W. StratulateDirector, President and Chief Operationg Officer -- IRI Division41
Daniel G. MoriartyVice-Chairman of the Board63

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