Small Company Offering and Sale of Securities Without Registration (d)
February 19 2015 - 5:03PM
Edgar (US Regulatory)
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UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
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OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
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Notice of Exempt Offering of Securities
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0000888504
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LAYNE INC
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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LAYNE CHRISTENSEN CO
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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x
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Over Five Years Ago
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o
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Within Last Five Years (Specify Year)
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o
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Yet to Be Formed
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2. Principal Place of Business and Contact Information
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Name of Issuer
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LAYNE CHRISTENSEN CO
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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Suite 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001634469
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Bencor Corp of America-Foundation Specialist
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Bencor Corp of America-Foundation Specialist
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001634466
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Boyles Bros. Drilling Co
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Jurisdiction of Incorporation/Organization
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UTAH
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Boyles Bros. Drilling Co
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001634468
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Christensen Boyles Corp
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Christensen Boyles Corp
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001634465
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Collector Wells International, Inc.
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Jurisdiction of Incorporation/Organization
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OHIO
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Collector Wells International, Inc.
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0001634467
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Layne Energy Dawson, LLC
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o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Fenix Supply, LLC
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Fenix Supply, LLC
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001634464
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o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Inliner Technologies, LLC
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Jurisdiction of Incorporation/Organization
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INDIANA
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Inliner Technologies, LLC
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
|
Previous Name(s)
x
None
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Entity Type
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0001634479
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o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Reynolds Water Islamorada, LLC
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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x
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Within Last Five Years (Specify Year)
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2011
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o
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Reynolds Water Islamorada, LLC
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001634482
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Vibration Technology, Inc.
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Vibration Technology, Inc.
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001634481
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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W.L. Hailey & Company, Inc.
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Jurisdiction of Incorporation/Organization
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TENNESSEE
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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W.L. Hailey & Company, Inc.
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
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77380
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281-475-2600
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1. Issuer's Identity
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CIK (Filer ID Number)
|
Previous Name(s)
o
None
|
Entity Type
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|
0001634489
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Reynolds Transport Co.
|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Layne Transport Co.
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Jurisdiction of Incorporation/Organization
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INDIANA
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Year of Incorporation/Organization
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o
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Yet to Be Formed
|
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|
o
|
Within Last Five Years (Specify Year)
|
|
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|
x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Layne Transport Co.
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
281-475-2600
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|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
x
None
|
Entity Type
|
|
0001634488
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|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Meadors Construction Co., Inc.
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|
Jurisdiction of Incorporation/Organization
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FLORIDA
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Year of Incorporation/Organization
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o
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Yet to Be Formed
|
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|
o
|
Within Last Five Years (Specify Year)
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x
|
Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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Meadors Construction Co., Inc.
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
|
ZIP/Postal Code
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Phone No. of Issuer
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THE WOODLANDS
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TEXAS
|
77380
|
281-475-2600
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|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
x
None
|
Entity Type
|
|
0001634485
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|
o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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Liner Products, LLC
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Jurisdiction of Incorporation/Organization
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INDIANA
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Year of Incorporation/Organization
|
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|
o
|
Yet to Be Formed
|
|
|
|
o
|
Within Last Five Years (Specify Year)
|
|
|
|
x
|
Over Five Years Ago
|
|
2. Principal Place of Business and Contact Information
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Name of Issuer
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|
Liner Products, LLC
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Street Address 1
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Street Address 2
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1800 HUGHES LANDING BLVD.
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SUITE 700
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City
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State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
281-475-2600
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|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
x
None
|
Entity Type
|
|
0001634484
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|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
|
Name of Issuer
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|
Mid-Continent Drilling Co
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|
Jurisdiction of Incorporation/Organization
|
|
DELAWARE
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Year of Incorporation/Organization
|
|
|
o
|
Yet to Be Formed
|
|
|
|
o
|
Within Last Five Years (Specify Year)
|
|
|
|
x
|
Over Five Years Ago
|
|
2. Principal Place of Business and Contact Information
|
|
Name of Issuer
|
|
|
Mid-Continent Drilling Co
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|
Street Address 1
|
Street Address 2
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|
1800 HUGHES LANDING BLVD.
|
SUITE 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
281-475-2600
|
|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
x
None
|
Entity Type
|
|
0001634495
|
|
o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
|
Name of Issuer
|
|
International Directional Services, L.L.C.
|
|
Jurisdiction of Incorporation/Organization
|
|
DELAWARE
|
|
Year of Incorporation/Organization
|
|
|
o
|
Yet to Be Formed
|
|
|
|
o
|
Within Last Five Years (Specify Year)
|
|
|
|
x
|
Over Five Years Ago
|
|
2. Principal Place of Business and Contact Information
|
|
Name of Issuer
|
|
|
International Directional Services, L.L.C.
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 HUGHES LANDING BLVD.
|
SUITE 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
281-475-2600
|
|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
o
None
|
Entity Type
|
|
0001634491
|
Reynolds, Inc.
|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
|
Name of Issuer
|
|
Layne Heavy Civil, Inc.
|
|
Jurisdiction of Incorporation/Organization
|
|
INDIANA
|
|
Year of Incorporation/Organization
|
|
|
o
|
Yet to Be Formed
|
|
|
|
o
|
Within Last Five Years (Specify Year)
|
|
|
|
x
|
Over Five Years Ago
|
|
2. Principal Place of Business and Contact Information
|
|
Name of Issuer
|
|
|
Layne Heavy Civil, Inc.
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 HUGHES LANDING BLVD.
|
SUITE 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
281-475-2600
|
|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
o
None
|
Entity Type
|
|
0001634493
|
Reynolds Inliner, LLC
|
o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
|
Name of Issuer
|
|
Layne Inliner, LLC
|
|
Jurisdiction of Incorporation/Organization
|
|
INDIANA
|
|
Year of Incorporation/Organization
|
|
|
o
|
Yet to Be Formed
|
|
|
|
o
|
Within Last Five Years (Specify Year)
|
|
|
|
x
|
Over Five Years Ago
|
|
2. Principal Place of Business and Contact Information
|
|
Name of Issuer
|
|
|
Layne Inliner, LLC
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 HUGHES LANDING BLVD.
|
SUITE 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
8281-475-2600
|
|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
o
None
|
Entity Type
|
|
0001634490
|
Layne Energy Dawson Pipeline, LLC
|
o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
|
Name of Issuer
|
|
Layne International, LLC
|
|
Jurisdiction of Incorporation/Organization
|
|
DELAWARE
|
|
Year of Incorporation/Organization
|
|
|
o
|
Yet to Be Formed
|
|
|
|
o
|
Within Last Five Years (Specify Year)
|
|
|
|
x
|
Over Five Years Ago
|
|
2. Principal Place of Business and Contact Information
|
|
Name of Issuer
|
|
|
Layne International, LLC
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 HUGHES LANDING BLVD.
|
SUITE 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
281-475-2600
|
|
1. Issuer's Identity
|
|
CIK (Filer ID Number)
|
Previous Name(s)
o
None
|
Entity Type
|
|
0001634492
|
Reynolds Southwest, Inc.
|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
|
|
Name of Issuer
|
|
Layne Southwest, Inc.
|
|
Jurisdiction of Incorporation/Organization
|
|
NEW MEXICO
|
|
Year of Incorporation/Organization
|
|
|
o
|
Yet to Be Formed
|
|
|
|
o
|
Within Last Five Years (Specify Year)
|
|
|
|
x
|
Over Five Years Ago
|
|
2. Principal Place of Business and Contact Information
|
|
Name of Issuer
|
|
|
Layne Southwest, Inc.
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 HUGHES LANDING BLVD.
|
SUITE 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Phone No. of Issuer
|
|
THE WOODLANDS
|
TEXAS
|
77380
|
281-475-2600
|
|
Last Name
|
First Name
|
Middle Name
|
|
Caliel
|
Michael
|
J.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Director and Executive Officer of Layne Christensen Company and Director of all listed subsidiaries
|
|
Last Name
|
First Name
|
Middle Name
|
|
Crooke
|
Steven
|
F.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company and all listed subsidiaries
|
|
Last Name
|
First Name
|
Middle Name
|
|
Atchison
|
Andrew
|
T.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company and Director and Officer of all list subsidiaries
|
|
Last Name
|
First Name
|
Middle Name
|
|
Purlee
|
Larry
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company, Inliner Technology, LLC; Layne Heavy Civil, Inc.; Layne Inliner, LLC; and Liner Products, LLC
|
|
Last Name
|
First Name
|
Middle Name
|
|
Thalacker
|
Ron
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company
|
|
Last Name
|
First Name
|
Middle Name
|
|
Maher
|
Kevin
|
P.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company
|
|
Last Name
|
First Name
|
Middle Name
|
|
Archer
|
Les
|
F.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company; Layne Heavy Civil, Inc.; Layne Southwest, Inc.; Layne Transport Co.; Meadors Construction Co., Inc.; Reynolds Water Islamorada, LLC; and W.L. Hailey & Company, Inc.
|
|
Last Name
|
First Name
|
Middle Name
|
|
Chinchelli
|
Mauro
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
o
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company and Bencor Corporation of America-Foundation Specialist
|
|
Last Name
|
First Name
|
Middle Name
|
|
Gilmore
|
Robert
|
R.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
o
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company
|
|
Last Name
|
First Name
|
Middle Name
|
|
Nesser III
|
John
|
T.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
o
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company
|
|
Last Name
|
First Name
|
Middle Name
|
|
Brown
|
David
|
A.B.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
o
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Chairman of Layne Christensen Company
|
|
Last Name
|
First Name
|
Middle Name
|
|
Butler
|
J.
|
Samuel
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
o
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company
|
|
Last Name
|
First Name
|
Middle Name
|
|
Obus
|
Nelson
|
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
o
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company
|
|
Last Name
|
First Name
|
Middle Name
|
|
Wartick
|
Kent
|
M.
|
|
Street Address 1
|
Street Address 2
|
|
1800 Hughes Landing Blvd.
|
Suite 700
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
The Woodlands
|
TEXAS
|
77380
|
|
Relationship:
|
x
|
Executive Officer
|
x
|
Director
|
o
|
Promoter
|
|
Clarification of Response (if Necessary)
|
|
|
Layne Christensen Company and Vibration Technology, Inc.
|
|
o
|
Agriculture
|
|
Health Care
|
o
|
Retailing
|
|
|
Banking & Financial Services
|
|
o
|
Biotechnology
|
o
|
Restaurants
|
|
|
o
|
Commercial Banking
|
|
o
|
Health Insurance
|
|
Technology
|
|
|
o
|
Insurance
|
|
o
|
Hospitals & Physicians
|
|
o
|
Computers
|
|
|
o
|
Investing
|
|
o
|
Pharmaceuticals
|
|
o
|
Telecommunications
|
|
|
o
|
Investment Banking
|
|
o
|
Other Health Care
|
|
o
|
Other Technology
|
|
|
o
|
Pooled Investment Fund
|
|
|
|
|
Travel
|
|
|
o
|
Other Banking & Financial Services
|
o
|
Manufacturing
|
|
o
|
Airlines & Airports
|
|
|
Real Estate
|
|
o
|
Lodging & Conventions
|
|
|
o
|
Commercial
|
|
o
|
Tourism & Travel Services
|
|
|
o
|
Construction
|
|
o
|
Other Travel
|
|
|
o
|
REITS & Finance
|
x
|
Other
|
|
|
o
|
Residential
|
|
|
|
o
|
Other Real Estate
|
|
|
o
|
Business Services
|
|
|
|
Energy
|
|
|
|
o
|
Coal Mining
|
|
|
|
o
|
Electric Utilities
|
|
|
|
o
|
Energy Conservation
|
|
|
|
o
|
Environmental Services
|
|
|
|
o
|
Oil & Gas
|
|
|
|
o
|
Other Energy
|
|
|
Revenue Range
|
Aggregate Net Asset Value Range
|
|
o
|
No Revenues
|
o
|
No Aggregate Net Asset Value
|
|
o
|
$1 - $1,000,000
|
o
|
$1 - $5,000,000
|
|
o
|
$1,000,001 - $5,000,000
|
o
|
$5,000,001 - $25,000,000
|
|
o
|
$5,000,001 - $25,000,000
|
o
|
$25,000,001 - $50,000,000
|
|
o
|
$25,000,001 - $100,000,000
|
o
|
$50,000,001 - $100,000,000
|
|
o
|
Over $100,000,000
|
o
|
Over $100,000,000
|
|
x
|
Decline to Disclose
|
o
|
Decline to Disclose
|
|
o
|
Not Applicable
|
o
|
Not Applicable
|
|
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
|
|
o
|
Rule 504(b)(1) (not (i), (ii) or (iii))
|
o
|
Rule 505
|
|
o
|
Rule 504 (b)(1)(i)
|
x
|
Rule 506(b)
|
|
o
|
Rule 504 (b)(1)(ii)
|
o
|
Rule 506(c)
|
|
o
|
Rule 504 (b)(1)(iii)
|
o
|
Securities Act Section 4(a)(5)
|
|
|
o
|
Investment Company Act Section 3(c)
|
|
x
|
New Notice
|
Date of First Sale
|
2015-02-04
|
o
|
First Sale Yet to Occur
|
|
Does the Issuer intend this offering to last more than one year?
|
o
|
Yes
|
x
|
No
|
|
9. Type(s) of Securities Offered (select all that apply)
|
|
o
|
Pooled Investment Fund Interests
|
o
|
Equity
|
|
o
|
Tenant-in-Common Securities
|
x
|
Debt
|
|
o
|
Mineral Property Securities
|
o
|
Option, Warrant or Other Right to Acquire Another Security
|
|
o
|
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
|
x
|
Other (describe)
|
|
|
Debt convertible into equity
|
|
10. Business Combination Transaction
|
|
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
|
o
|
Yes
|
x
|
No
|
|
|
|
Clarification of Response (if Necessary)
|
|
|
|
|
Minimum investment accepted from any outside investor
|
$
2000
USD
|
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
|
Jefferies LLC
|
2347
|
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
|
Jefferies LLC
|
2347
|
|
Street Address 1
|
Street Address 2
|
|
520 Madison Avenue
|
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
New York
|
NEW YORK
|
10022
|
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
CALIFORNIA
ILLINOIS
MASSACHUSETTS
MINNESOTA
NEW YORK
|
|
13. Offering and Sales Amounts
|
|
Total Offering Amount
|
$
99898000
USD
|
o
Indefinite
|
|
Total Amount Sold
|
$
99898000
USD
|
|
|
Total Remaining to be Sold
|
$
0
USD
|
o
Indefinite
|
|
|
|
Clarification of Response (if Necessary)
|
|
|
|
o
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
|
|
|
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
|
24
|
|
15. Sales Commissions & Finders' Fees Expenses
|
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
|
Sales Commissions
|
$
3107960
USD
|
x
|
Estimate
|
|
Finders' Fees
|
$
0
USD
|
o
|
Estimate
|
|
|
|
Clarification of Response (if Necessary)
|
|
Plus reimbursement of certain expenses
|
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
|
|
|
Clarification of Response (if Necessary)
|
|
|
|
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
|
|
Terms of Submission
|
|
|
In submitting this notice, each Issuer named above is:
|
|
|
|
-
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
-
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
-
Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
|
|
|
|
|
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
|
|
|
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
|
|
x
|
I also am a duly authorized representative of the other Issuer(s) in Item 1 above and authorized to sign on their behalf.
|
|
All Issuers
|
Signature
|
Name of Signer
|
Title
|
Date
|
|
LAYNE CHRISTENSEN CO
|
/s/Andrew T. Atchison
|
Andrew T. Atchison
|
Chief Financial Officer
|
2015-02-18
|
Layne Christensen Company (delisted) (NASDAQ:LAYN)
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Layne Christensen Company (delisted) (NASDAQ:LAYN)
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