SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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)
JULY 18, 2003
(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
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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. S0URCE OF
FUNDS: N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 19,958,665
REPORTING PERSON WITH
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8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
19,958,665
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,958,665
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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)
17.34%
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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. 3 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 and Amendment No.
2 to Schedule 13D filed by Prudential Financial on July 8, 2003. 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
filing of the Schedule 13D.
Item 1. Security and Issuer.
-------------------
The information set forth in Item 1 of the Schedule 13D remains
unchanged.
Item 2. Identity and Background.
-----------------------
The information set forth in Item 2 of the Schedule 13D remains
unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The information set forth in Item 3 of the Schedule 13D remains
unchanged.
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D is amended to add the following after the
seventeenth paragraph thereof:
On July 8, 9, 10, 11, 17 and 18, 2003, Prudential sold an aggregate
of 3,248,100 shares of Common Stock received upon the Series E Conversion and
the July 2003 Warrant Exercise in market transactions pursuant to the provisions
of Rule 144 promulgated by the Commission under the Securities Act of 1933, as
amended, for aggregate net proceeds of $1,131,317.99. The price breakdown of the
sales was as follows: 1,490,100 shares at $0.35; 761,600 shares at $0.36; 58,400
shares at $0.37; 927,800 shares at $0.40; 10,200 shares at $0.41.
Prudential continues to hold 10,085,400 shares of Common Stock
directly and 9,672,598 shares of Common Stock issuable upon exercise of the
Warrants. Prudential also continues to hold 903 shares of Series E Stock which
are indirectly convertible into 200,667 shares of Common Stock as of July 18,
2003. Prudential continues to evaluate the possible disposition of its interest
in the Company.
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.
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Item 5. Interest in Securities of the Issuer.
------------------------------------
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 July 18, 2003, Prudential Financial, through its wholly owned
subsidiary, Prudential, beneficially owned an aggregate of 19,958,665 shares of
Common Stock, representing 17.34% of the outstanding shares of Common Stock. The
outstanding shares of Common Stock, 115,091,560, are based on (i) the 83,818,295
shares outstanding as of June 30, 2002, as set forth in a certificate from
American Stock Transfer and Trust Company, the Company's transfer agent, plus
(ii) 15,900,000 shares issued to Prudential Financial resulting from the Series
E Conversion and the July 2003 Warrant Exercise, plus (iii) 9,672,598 shares
that Prudential Financial has the right to acquire upon the exercise of the
Warrants, plus (iv) 200,667 shares that Prudential Financial has the right to
acquire upon the conversion of its remaining shares of Series E Stock, plus (v)
5,500,000 shares issued to Specialty Finance, as disclosed in the Company's
press release dated July 15, 2003.
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 during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
----------------------------
The information set forth in Item 6 of the Schedule 13D remains
unchanged.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Not applicable.
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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: July 22, 2003
PRUDENTIAL FINANCIAL, INC.
By: /s/ Jack L. Pfeilsticker
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Name: Jack L. Pfeilsticker
Title: Vice President
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