99.1
Published on
Exhibit 99.1
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Name and Address of Reporting Person: Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102-3777
Issuer Name and Ticker or Trading Symbol: Boots & Coots International
Well Control, Inc. (WEL)
Date of Earliest Transaction
(Month/Day/Year): July 3, 2003
If Amendment, Date Original Filed
(Month/Day/Year): July 8, 2003
Explanation of Responses:
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(1) Amended to reflect such transactions in Table I and to remove references to
such transactions in Table II.
(2) Amended to change the transaction code.
(3) On July 3, 2003, Prudential (as defined below) converted 59,872 shares of
Series E Cumulative Senior Preferred Stock of the Issuer ("Series E Stock")
on a one-for-one basis pursuant to its terms into 59,872 shares of Series F
Convertible Senior Preferred Stock of the Issuer ("Series F Stock"). The
Series F Stock was converted into 13,607,202 shares of Common Stock.
Pursuant to the terms of the Series F Stock, the aggregate face value of
the Series F Stock, $5,987,200, was converted at a conversion price of
$0.44 per share. The conversion price is calculated based on a discount to
the trailing 90-day average trading price of the Common Stock.
(4) Converts on a 1-for-1 basis.
(5) The securities which are the subject of this Statement are held directly by
The Prudential Insurance Company of America ("Prudential"), an indirect
wholly owned subsidiary of the Reporting Person.
(6) Amended to reflect correct exercise price.
(7) On July 3, 2003, Prudential exercised warrants to purchase an aggregate of
2,292,798 shares of Common Stock. The aggregate exercise price,
$1,432,998.75, was paid, pursuant to the terms of the warrants, with the
surrender of 14,009 shares of Series G Cumulative Convertible Preferred
Stock, which was credited at its face value, $1,400,900, and of 321 shares
of Series E Stock, which was credited at its face value, $32,100.
(8) Warrants are exercisable at any time through the later of (i) 7/23/08 or
(ii) six months following the date the notes issued pursuant to the
Subordinated Note Restructuring Agreement, dated as of December 28, 2000
between the Issuer and Prudential, as amended, are repaid in full.
(9) Amended to reflect such transaction in Table II and to remove references to
such transaction in Table I.
(10) There is no expiration date.
(11) Amended to reflect the surrender of 321 shares of Series E Stock. See note
(7) above.