Mutual Reliance Review System for Exemptive Relief Applications - Decision declaringcorporation to be no longer a reporting issuer following the acquisition of all of itsoutstanding securities.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am. s. 83.
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
ALPINE OIL SERVICES CORPORATION
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of Alberta, British Columbia, Ontario and Quebec (the"Jurisdictions") has received an application from Alpine Oil ServicesCorporation ("Alpine") for a decision under the securities legislation of theJurisdictions (the "Legislation") that Alpine be deemed to have ceased to be areporting issuer, or the equivalent thereof, under the Legislation;
2. AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Alberta Securities Commission is theprincipal regulator for this application;
3. AND WHEREAS Alpine has represented to the Decision Makers that:
3.1 Alpine is an oil and gas service company which was incorporated underthe Business Corporations Act (Alberta) as Alpine Subsurface Electronicson August 22, 1989. Alpine changed its name to Alpine Oil ServicesCorporation on January 4, 1994;
3.2 Alpine's principal office and registered office are located in Calgary,Alberta;
3.3 Alpine is a reporting issuer or the equivalent thereof under the Legislationin each of the Jurisdictions;
3.4 the authorized share capital of Alpine consists of an unlimited number ofcommon shares (the "Shares") and an unlimited number of preferredshared, issuable in series (the "Preferred Shares"). As at August 9, 2000,there were 28,965,761 Shares issued and outstanding, 488,000outstanding options to purchase shares (the "Options") and no PreferredShares issued and outstanding;
3.5 Alpine has a convertible debenture currently outstanding in the principalamount of $3,000,000 (the "Debenture"), which was issued on a privateplacement basis, and is currently held by one investor. The Debenture isautomatically convertible into 117,100 common shares in WeatherfordInternational Inc. on March 1, 2001;
3.6 Alpine, Weatherford Oil Services, Inc. ("Services") and WeatherfordCanada Ltd. ("WCL"), among others, entered into a plan of arrangementeffective August 10, 2000 (the "Plan of Arrangement");
3.7 pursuant to the Plan of Arrangement, all of the issued and outstandingShares, Options and Preferred Shares were either exchanged for sharesin the capital of Services or cancelled. Subsequently, Servicestransferred to WCL all of the outstanding Shares in exchange forpreferred shares in the capital of WCL;
3.8 as a result of such share transfer and exchange, WCL has become thesole shareholder of Alpine;
3.9 there are no securities of Alpine, including debt obligations, currentlyissued and outstanding other than the Shares and the Debenture;
3.10 the Shares were delisted from trading on The Toronto Stock Exchange onAugust 18, 2000, and there are no securities of Alpine listed on any stockexchange or traded over the counter in Canada or elsewhere;
3.11 Alpine does not intend to seek public financing by way of an offering ofsecurities; and
3.12 Alpine is not in default of any of its obligations as a reporting issuer underthe Legislation, with the exception of its obligation to file interim financialstatements for the quarter ended June 30, 2000. WCL had acquired allof the outstanding Shares before the obligation of Alpine to file the interimfinancial statements arose;
4. AND WHEREAS under the System, this MRRS Decision Document evidencesthe decision of each Decision Maker ( collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test containedin the Legislation that provides the Decision Maker with the jurisdiction to makethe Decision has been met;
6. THE DECISION of the Decision Makers under the Legislation is that Alpine isdeemed to have ceased to be a reporting issuer, or the equivalent thereof, underthe Legislation effective as of the date of this Decision Document.
DATED at Calgary, Alberta this 27th day of September, 2000.
Director, Legal Services & Policy Development