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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): APRIL 7, 1999
BAYARD DRILLING TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13553 731508021
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4005 NW EXPRESSWAY, SUITE 550E, OKLAHOMA CITY, OK 73116
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (405) 840-9550
NOT APPLICABLE
(Former name or former address if changed from last report)
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
(a) On April 7, 1999, Nabors Industries, Inc. ("Nabors") acquired all
of the common stock of Bayard Drilling Technologies, Inc. ("Bayard") in a merger
(the "Merger") in which Nabors Acquisition Corp. VII, a wholly owned subsidiary
of Nabors, merged with and into Bayard, with Bayard surviving the merger and
becoming a wholly owned subsidiary of Nabors. As a result of the Merger, Nabors
owns all of the issued and outstanding common stock of Bayard. In the Merger,
each outstanding share of common stock, par value $0.01 per share, of Bayard
("Bayard Common Stock") was converted into (a) 0.3375 shares of common stock,
par value $0.10 per share, of Nabors ("Nabors Common Stock") and (b) $0.30 in
cash. Nabors has informed Bayard that Nabors is financing its obligations to pay
the cash portion of the aggregate merger consideration with its working capital.
The consummation of the Merger was announced in a press release on April 7,
1999, a copy of which is included as Exhibit 99.1 to this Current Report on Form
8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Joint press release, dated April 7, 1999, issued by Nabors
Industries, Inc. and Bayard Drilling Technologies, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BAYARD DRILLING TECHNOLOGIES, INC.
(Registrant)
By: /s/ Daniel McLachlin
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Daniel McLachlin
President
Date: April 7, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
99.1 Joint press release, dated April 7, 1999, issued by Nabors 5
Industries, Inc. and Bayard Drilling Technologies, Inc.
</TABLE>
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EXHIBIT 99.1
NABORS INDUSTRIES FINALIZES ACQUISITION OF
BAYARD DRILLING TECHNOLOGIES
HOUSTON, TEXAS, APRIL 7, 1999, NABORS INDUSTRIES, INC. (AMEX: NBR) AND BAYARD
DRILLING TECHNOLOGIES (AMEX: BDI) TODAY ANNOUNCED THE MERGER OF BAYARD AND A
SPECIAL PURPOSE SUBSIDIARY OF NABORS. AS A RESULT OF THE MERGER, BAYARD
STOCKHOLDERS WILL RECEIVE 0.3375 SHARES OF NABORS COMMON STOCK AND $0.30 CASH
FOR EACH SHARE OF BAYARD COMMON STOCK. THE TRANSACTION INCLUDES ROUGHLY $120
MILLION IN DEBT, WHICH WILL REMAIN AN OBLIGATION OF BAYARD.
EUGENE M. ISENBERG, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF NABORS COMMENTED,
"WE WELCOME THE ADDITION OF BAYARD TO THE NABORS GROUP. ALTHOUGH WE DO NOT
EXPECT BAYARD TO HAVE A SIGNIFICANT IMPACT IN THE NEAR-TERM DUE TO THE CONTINUED
DETERIORATION OF THE LAND DRILLING MARKET, WE BELIEVE THE LONG-TERM EFFECTS OF
THIS ACQUISITION WILL BE POSITIVE TO OUR BUSINESS AND OUR SHAREHOLDERS."
BAYARD'S FLEET CONSISTS OF 87 LAND RIGS, OF WHICH 14 ARE AVAILABLE FOR
REFURBISHMENT AND 73 ARE ACTIVELY MARKETED IN THE STATES OF OKLAHOMA, TEXAS,
ARKANSAS, MISSISSIPPI AND ALABAMA. OF BAYARD'S RIGS, 69 ARE CAPABLE OF DRILLING
TO DEPTHS OF 15,000 FEET OR DEEPER, AND 43 ARE CAPABLE OF DRILLING TO DEPTHS OF
20,000 FEET OR DEEPER. BAYARD ALSO OWNS A LARGE COMPONENT OF DRILLING EQUIPMENT
AND INVENTORY AND MAINTAINS SEVERAL RIG YARDS IN ITS PRINCIPAL AREAS OF
OPERATION.
INCLUDING BAYARD, THE NABORS COMPANIES ACTIVELY MARKET OVER 470 LAND DRILLING
RIGS WORLDWIDE. OFFSHORE, THE COMPANY OPERATES 25 PLATFORM RIGS, SIX JACK-UPS
AND TWO BARGE DRILLING RIGS. THE COMPANY PARTICIPATES IN MOST OF THE SIGNIFICANT
OIL, GAS, AND GEOTHERMAL DRILLING MARKETS IN THE WORLD. NABORS ALSO MANUFACTURES
TOP DRIVES AND DRILLING INSTRUMENTATION SYSTEMS AND PROVIDES COMPREHENSIVE
OILFIELD ENGINEERING, CIVIL CONSTRUCTION, LOGISTICS AND FACILITY MAINTENANCE,
AND PROJECT MANAGEMENT SERVICES.
THE INFORMATION ABOVE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934. SUCH
FORWARD-LOOKING STATEMENTS ARE ALSO SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES,
AS DISCLOSED BY NABORS AND BAYARD FROM TIME TO TIME IN THEIR RESPECTIVE FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION. AS A RESULT OF THESE FACTORS,
NABORS' AND BAYARD'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE INDICATED
IN OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
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Nabors' stock is listed on the American Stock Exchange (NBR). For further
information, please contact Dennis A. Smith at Nabors at (281) 874-0035. To
request Investor Materials, call (281) 775-8000 - extension 6363.
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