<PAGE>
As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 333-
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ENSCO INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 76-0232579
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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C. CHRISTOPHER GAUT
VICE PRESIDENT-FINANCE AND CHIEF FINANCIAL OFFICER
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
DANIEL W. RABUN, ESQ.
Baker & McKenzie
2001 Ross Avenue, Suite 4500
Dallas, Texas 75201
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ] ___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________________________
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Shares Amount to be Aggregate Aggregate Offering Registration
to be Registered Registered Price Per Share Price Fee
---------------------------- --------------- ------------------- --------------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 5,863,971 $ 25.8125 <F1> $ 151,363,751 <F1> $ 52,194
Common Stock, $.10 par value 5,863,971 <F2> Not Applicable Not Applicable <F2>
Common Stock, $.10 par value 1,301,801 <F3> Not Applicable Not Applicable <F3>
<FN>
<F1> Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) on the basis of the
average of the high and low sales prices of the common stock on the
New York Stock Exchange on May 8, 1996.
<F2> This Registration Statement also relates to the distribution by Dual
Invest ASA, a Norwegian corporation, of up to a maximum of 5,863,971
shares of ENSCO Common Stock which may be distributed to its
stockholders. No separate registration fee is payable in respect of
these shares, which are included in the shares with respect to which
a fee is being paid pursuant to Note (1) above.
<F3> This Registration Statement also relates to the sale or other
transfer from time to time of a maximum of 1,301,801 shares of ENSCO
Common Stock by a certain stockholder of Dual Invest ASA who may
receive such shares in one or more distributions from Dual Invest
ASA. No separate registration fee is payable in respect of these
shares, which are included in the shares with respect to which a fee
is being paid pursuant to Note (1) above.
</FN>
/TABLE
<PAGE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933, as amended, or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
___________________________________________________________________________<PAGE>
PROSPECTUS
[ ENSCO LOGO ]
5,863,971 SHARES
ENSCO INTERNATIONAL INCORPORATED
COMMON STOCK
($.10 per share par value)
This Prospectus relates to 5,863,971 shares (the "Offered Shares") of
common stock, par value $.10 per share ("ENSCO Common Stock"), of ENSCO
International Incorporated, a Delaware corporation ("ENSCO"), which Offered
Shares may be distributed, sold or otherwise transferred from time to time
by and for the account of Dual Invest ASA, a Norwegian corporation (the
"Principal Stockholder"), and B. Skaugen Shipping ASA, a Norwegian
corporation ("Skaugen") (collectively, "Principal Stockholder" and
"Skaugen" are the "Selling Stockholders"). See "Selling Stockholders."
ENSCO will not receive any of the proceeds from any sale of the Offered
Shares, but has agreed to bear certain costs relating to the registration
of the Offered Shares under federal and state securities laws (currently
estimated to be $68,694), and of any offering and sale hereunder not
including certain expenses such as commissions and discounts of
underwriters, dealers or agents. See "Selling Stockholders," "Use of
Proceeds," and "Plan of Distribution." This Prospectus also relates to the
distribution by the Principal Stockholder to its stockholders of the
Offered Shares which are not sold or otherwise transferred by the Principal
Stockholder.
Pursuant to that certain Agreement and Plan of Merger dated as of
March 21, 1996 (restated, as amended the "Merger Agreement"), among ENSCO,
DDC Acquisition Company, a Delaware corporation and a wholly-owned
subsidiary of ENSCO ("Merger Subsidiary"), and DUAL DRILLING COMPANY, a
Delaware corporation ("DUAL"), DUAL merged with and into Merger Subsidiary
(the "Merger") on ____________ ___, 1996. As a result of the Merger, each
share of common stock, par value $.01 per share ("DUAL Common Stock"), of
DUAL outstanding at the effective time of the Merger was converted into
0.625 of a share of ENSCO Common Stock. DUAL stockholders received
10,515,445 shares of ENSCO Common Stock as a result of the Merger,
representing [____]% of the total outstanding ENSCO Common Stock, of which
the Principal Stockholder received an aggregate of 5,863,971 shares,
representing [____]% of the total outstanding ENSCO Common Stock. As part
of the Merger, ENSCO entered into an agreement with the Principal
Stockholder dated March 21, 1996 (the "Principal Stockholder Agreement").
The Principal Stockholder Agreement provides that ENSCO will cause to be
registered under the Securities Act of 1933, as amended (the "Securities
Act"), the resale of the shares of ENSCO Common Stock received by the
Principal Stockholder in the Merger, the Principal Stockholder's subsequent
transfer of any such shares to the stockholders of the Principal
Stockholder and the resale of any such shares by Skaugen.
ENSCO Common Stock is listed on the New York Stock Exchange, Inc.
("NYSE") under the symbol "ESV." On _________, 1996, the closing sale
price of ENSCO Common Stock was $______ per share.<PAGE>
The Offered Shares may be offered for sale from time to time by the
Selling Stockholders to or through brokers, dealers or underwriters acting
as principals or agents or directly to other purchasers or through agents
in one or more transactions on the NYSE, or any other stock exchange on
which the ENSCO Common Stock is listed, in the over-the-counter market, in
one or more private transactions, or in a combination of such methods of
sale, at prices and on terms then prevailing, at prices related to such
prices, or at negotiated prices. The Selling Stockholders and any brokers
and dealers through whom sales of the Offered Shares are made may be deemed
to be "underwriters" within the meaning of the Securities Act, and the
commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation. See "Plan of Distribution."
See "Risk Factors" on page 5 for information that should be considered
regarding the securities offered hereby.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of this Prospectus is , 1996.<PAGE>
AVAILABLE INFORMATION
ENSCO is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements (if required) and other
information with the Securities and Exchange Commission (the "Commission").
The reports, proxy statements and other information filed by ENSCO with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and should be available at the
Commission's Regional Offices at 7 World Trade Center, 13th Floor, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained at prescribed rates from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
shares of ENSCO Common Stock are listed on the NYSE, and certain of ENSCO's
reports, proxy materials and other information may be available for
inspection at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
ENSCO has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments or supplements thereto, the "Registration
Statement") under the Securities Act, with respect to the Offered Shares.
This Prospectus does not contain all the information set forth in the
Registration Statement and the Appendices thereto, certain parts of which
were omitted as permitted by the rules and regulations of the Commission.
Such additional information may be obtained from the Commission's principal
office in Washington, D.C.
TABLE OF CONTENTS
Page
----
Available Information .......................................... 2
Incorporation of Certain Documents by Reference................. 3
The Company..................................................... 4
Risk Factors.................................................... 5
Use of Proceeds................................................. 8
Selling Stockholders............................................ 8
Plan of Distribution............................................ 9
Legal Matters................................................... 9
Experts......................................................... 9
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus or in the
documents incorporated herein by reference in connection with the offering
made hereby and, if given or made, such information or representations
should not be relied upon as having been authorized by ENSCO, the Selling
Stockholders or any other person. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other
than the securities to which it relates or any offer to or solicitation of
an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Prospectus or any
sale made under this Prospectus shall, under any circumstances, create any
implication that there has been no change in the affairs of ENSCO since the
date of this Prospectus.<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by ENSCO (File No.
1-8097) are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended December 31, 1995,
(the "ENSCO 1995 Form 10-K");
2. The description of ENSCO Common Stock contained in its
Registration Statement on Form 8-B, filed with the Commission
November 12, 1987, and the Registration Statement on Form 8-A,
filed with the Commission on February 3, 1981, as amended by Form
8, filed with the Commission on August 22, 1985;
3. The description of ENSCO's Preferred Share Purchase Rights
contained in its Registration Statement on Form 8-A filed with
the Commission on February 23, 1995;
4. Current Report on Form 8-K of January 25, 1996;
5. Current Report on Form 8-K of March 21, 1996;
6. ENSCO's Quarterly Report on Form 10-Q for the three months ended
March 31, 1996;
7. Annual Report on Form 10-K/A for the year ended December 31, 1995,
filed with the Commission on May 9, 1996; and
8. Annual Report on Form 10-K/A-2 for the year ended December 31,
1995, filed with the Commission on May 10, 1996.
All documents filed by ENSCO pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall
be deemed to be incorporated by reference herein from the date of filing
such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein (or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
ENSCO will furnish without charge, upon written or oral request, to
each person, including any beneficial owner, to whom this Prospectus is
delivered, a copy of any or all of the documents incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to ENSCO, Attn: Corporate Secretary, 2700 Fountain
Place, 1445 Ross Avenue, Dallas, Texas 75202-2792, (214) 922-1500.<PAGE>
THE COMPANY
ENSCO is an international offshore contract drilling company that also
provides marine transportation services in the U.S. Gulf of Mexico.
ENSCO's complement of offshore drilling rigs includes 24 jackup rigs and 10
barge drilling rigs, not counting the rigs acquired from DUAL as described
below, and ENSCO s marine transportation fleet consists of 37 vessels.
ENSCO's operations are integral to the exploration, development and
production of oil and gas.
Since 1987, ENSCO has pursued a strategy of building its fleet of
offshore drilling rigs. This strategy was exemplified by ENSCO's
acquisition of the remainder of Penrod Holding Corporation in August 1993
and the expansion of ENSCO's Venezuelan rig fleet during 1993 and 1994 with
the delivery of four new barge drilling rigs in each year. ENSCO also
added three harsh-environment jackup rigs to its North Sea fleet, two in
1994 and one in 1995. Most recently, ENSCO acquired DUAL, a domestic and
offshore drilling contractor, in the first half of 1996. DUAL operates a
fleet of 20 premium offshore rigs, consisting of 10 self-contained platform
rigs and 10 independent-leg cantilever jackup rigs.
With ENSCO's increasing emphasis on offshore markets, it has disposed
of businesses that are not offshore oriented or that management believed
would not meet its standards for financial performance. Accordingly, in
1995 ENSCO sold its technical services business, in 1994 ENSCO sold
substantially all of its land rigs and in 1993 ENSCO's supply business was
sold.
ENSCO was formed as a Texas corporation in 1975 and was reincorporated
in Delaware in 1987. At ENSCO s Annual Meeting of Stockholders held on May
23, 1995, the stockholders approved the change in the name of ENSCO from
Energy Service Company, Inc. to ENSCO International Incorporated. ENSCO's
principal executive office is located at 2700 Fountain Place, 1445 Ross
Avenue, Dallas, Texas 75202-2792, and its telephone number is (214) 922-
1500.<PAGE>
RISK FACTORS
Prior to making an investment decision, prospective investors should
consider carefully all of the information set forth in this Prospectus and,
in particular, should evaluate the following risk factors.
Industry Conditions and Competition
- -----------------------------------
Historically, the offshore contract drilling industry has been highly
competitive and cyclical, with periods of high demand, short rig supply and
high day rates followed by periods of low demand, excess rig supply and low
day rates. The industry is characterized by high capital costs, long lead
times for construction of new rigs and numerous competitors.
ENSCO conducts its business in the U.S. Gulf of Mexico, the North Sea
and Venezuela. Business activity levels for ENSCO, and its corresponding
operating results, are significantly affected by worldwide expenditures for
oil and gas drilling, particularly in the U.S. Gulf of Mexico where ENSCO
has a large concentration of its rigs and vessels. Expenditures for oil
and gas drilling activity fluctuate based upon many factors including world
economic conditions, the legislative environment in the U.S. and other
major countries, the availability of drilling units, production levels, and
other activities of OPEC and other oil and gas producers and the impact
that these and other events have on the current and expected future pricing
of oil and natural gas.
For a number of years, depressed oil and gas prices and an oversupply
of drilling rigs have adversely affected the offshore drilling market. In
addition, ENSCO has significant competition from many other offshore
drilling contractors in all of the areas in which it operates. Activity
levels for most areas in which ENSCO operates, including the U.S. Gulf of
Mexico, increased in the second half of 1995 and the first part of 1996
due, in part, to increased domestic natural gas prices. During this time
ENSCO has experienced a corresponding increase in day rates. ENSCO cannot
predict the extent to which current market conditions will continue.
There can be no assurance that the rig count or drilling activity in
the areas in which ENSCO operates will not decline in 1996 or in other
periods, nor can there be any assurance concerning any adverse effect
resulting from such decrease in activity.
Environmental Matters
- ---------------------
ENSCO is subject to numerous domestic and foreign governmental
regulations controlling the discharge of materials into the environment or
otherwise relating to the protection of the environment. Laws and
regulations specifically applicable to ENSCO's business activities could
impose significant liability on it for damages, cleaning costs, and
penalties in the event of oil spills or similar discharges of pollutants
into the environment in the course of ENSCO's operations, although, to
date, such laws and regulations have not had a materially adverse effect on
the results of ENSCO's operations, nor has it experienced an accident that
has exposed it to material liability for discharges of pollutants into the
environment. Under certain circumstances, environmental laws and
regulations may impose "strict liability" and render a company liable for<PAGE>
environmental damage without regard to negligence or fault; such laws and
regulations could expose ENSCO to liability for the conduct of or
conditions caused by others. In addition, events of recent years have
heightened environmental concerns about the oil and gas industry generally.
From time to time legislative proposals have been introduced that would
materially limit or prohibit offshore drilling in certain areas. To date,
no proposals that would materially limit or prohibit drilling in certain
areas have been enacted into law. If laws are enacted or other
governmental action is taken that restrict or prohibit offshore drilling in
ENSCO's areas of operation or impose environmental protection requirements
that materially increase the costs of offshore exploration, development or
production of oil and gas, ENSCO could be materially adversely affected.
The United States Oil Pollution Act of 1990 ("OPA 90") and similar
legislation enacted in Texas, Louisiana and other coastal states address
oil spill prevention and control and significantly expand liability
exposure across all segments of the oil and gas industry. OPA 90, such
similar legislation and related regulations impose a variety of obligations
on ENSCO related to the prevention of oil spills and liability for damages
resulting from such spills. OPA 90 imposes strict and, with limited
exceptions, joint and several liability upon each responsible party for oil
removal costs and a variety of public and private damages. OPA 90 also
imposes ongoing financial responsibility requirements on a responsible
party. A failure to comply with ongoing requirements or inadequate
cooperation in a spill may subject a responsible party, including in some
cases ENSCO, to civil or criminal enforcement action. Also, the U.S.
Minerals Management Service is required to promulgate regulations to
implement the financial responsibility requirements for offshore
facilities. If implemented as written, the financial responsibility
requirements of OPA 90 could have the effect of significantly increasing
the amount of financial responsibility that oil and gas operators must
demonstrate to comply with OPA 90. While industry groups and marine
insurance carriers are seeking modification of these requirements,
implementation of these requirements in their current form could adversely
affect the ability of some customers of ENSCO to operate in U.S. waters,
which could have a material adverse effect on ENSCO.
Limitations on Ownership by Non-U.S. Citizens
- ---------------------------------------------
ENSCO, as the owner of United States flag vessels, is subject to the
Shipping Act, 1916, as amended, which provides that a controlling interest
in ENSCO may not be acquired by a non-U.S. citizen without the consent of
the U.S. Secretary of Transportation, acting through the United States
Maritime Administration ("MARAD"). If a non-U.S. citizen were to acquire a
controlling interest in ENSCO without MARAD's consent, MARAD would have the
right to exercise various remedies under the Shipping Act, 1916, as
amended, including seizure of vessels, civil penalties and certain
misdemeanor criminal penalties.
Therefore, ownership and control of ENSCO Common Stock by non-U.S.
citizens is limited by the terms of the ENSCO Certificate of Incorporation
(the "ENSCO Certificate"). The ENSCO Certificate contains certain
provisions to limit ownership and control shares of any class of capital
stock of ENSCO by certain non-U.S. citizens in order to permit ENSCO to
hold, obtain or reinstate a license or franchise from a governmental agency
necessary to conduct its business as an owner and operator of U.S.-flag<PAGE>
vessels. The ENSCO Certificate restricts the transfer of shares of ENSCO
Common Stock when such transfer would result in the ownership or control by
one or more non-U.S. citizens of an aggregate percentage of the shares of
ENSCO Common Stock in excess of a specified percentage. Under certain
circumstances, transfers of ENSCO Common Stock to non-U.S. citizens may be
void and certain ENSCO Common Stock owned by non-U.S. citizens may not be
permitted to vote or receive dividends.
Operational Risks and Insurance
- -------------------------------
ENSCO's operations are subject to the many hazards inherent in the
drilling business, including blowouts, cratering, fires, reservoir damage,
loss of production, loss of well control, collisions or groundings of
drilling equipment, and damage or loss from adverse weather and seas, which
could cause substantial damage to the environment. These hazards could
also cause personal injury and loss of life, suspend drilling operations or
seriously damage or destroy the property and equipment involved and, in
addition to environmental damage, could cause substantial damage to
producing formations and surrounding areas. ENSCO's offshore drilling
equipment also is subject to hazards inherent in marine operations, such as
capsizing, grounding, collision, damage from weather or sea conditions or
unsound location. In addition, ENSCO may be subject to liability for oil
spills, reservoir damage and other accidents that could cause substantial
damages.
ENSCO generally insures its drilling rigs for amounts not less than
the estimated fair market value thereof. ENSCO also maintains liability
insurance coverage in amounts and scope which ENSCO's management believes
are comparable to the levels of coverage carried by other energy service
companies. To date, ENSCO has not experienced difficulty in obtaining
insurance coverage. While ENSCO believes that its insurance coverages are
customary for the energy service industry, the occurrence of a significant
event not fully insured against could have a material adverse effect on
ENSCO's financial position.
Government Regulation
- ---------------------
ENSCO's business is affected by political developments and by federal,
state, local and foreign laws and regulations that relate directly to the
oil and gas industry. Statutory provisions generally include requirements
as to well spacing, waste prevention, production limitation, well and
dredging permits and similar matters. The drilling industry is also
affected by changing tax laws, price controls and other laws affecting the
energy business. Drilling rigs and operations are subject to federal,
state, local and foreign laws and regulations relating to engineering,
design, structural, safety, operational and inspection standards. The
adoption of laws and regulations curtailing exploration and development and
drilling for oil and gas for economic, environmental or other policy
reasons would and have adversely affected ENSCO's operations by limiting
available drilling opportunities for its customers and/or increasing the
costs of such activities to ENSCO and its customers.
International Operations
- ------------------------<PAGE>
ENSCO's international operations are subject to political, economic,
and other uncertainties, such as the risks of expropriation of its
equipment, expropriation of a customer's property or drilling rights,
repudiation of contracts, adverse tax policies, general hazards associated
with international sovereignty over certain areas in which ENSCO operates,
and fluctuations in international economies. To lessen the risk of
possible future adverse developments outside the United States, ENSCO, in
some instances, enters into contracts for indemnification from operators
for whom drilling services are being performed.
ENSCO's international operations face the additional risk of
fluctuating currency values and exchange controls. Occasionally, the
countries in which ENSCO operates have enacted exchange controls to
regulate international currency exchange. Historically, ENSCO has been
able to limit these risks by obtaining compensation in United States
dollars or freely convertible international currency and, to the extent
possible, by limiting acceptance of blocked currency to amounts which match
its expenditure requirements in local currencies.
ENSCO has significant operations in Venezuela. Venezuela has recently
encountered certain political and economic crises. To date, such crises
have not adversely affected ENSCO's business operations in that country.
Certain Anti-takeover Effects
- -----------------------------
ENSCO has adopted a stockholder rights plan, which may make an
unsolicited acquisition of ENSCO more difficult or expensive. Pursuant to
such plan, in February 1995, the Board of Directors of ENSCO (the "ENSCO
Board") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of ENSCO Common Stock. The dividend
was payable on March 6, 1995, to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from ENSCO one-
hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share of ENSCO at a price of $50.00 per one one-hundredth
of a share of Series A Preferred Stock, subject to adjustment.
No Dividends
- ------------
ENSCO has never paid any cash dividends on shares of ENSCO Common
Stock. ENSCO currently intends to retain all of its consolidated earnings
to finance the continued growth of its business and, therefore, does not
anticipate paying cash dividends on ENSCO Common Stock in the foreseeable
future.
<PAGE>
USE OF PROCEEDS
ENSCO will not receive any of the proceeds from the sale of shares of
ENSCO Common Stock by the Selling Stockholders. The costs and expenses
incurred in connection with the registration under the Securities Act of
the offering described herein are estimated to be $68,694 and will be paid
by ENSCO. The Selling Stockholders will pay all brokerage fees and
commissions, if any, incurred in the sale of shares of ENSCO Common Stock
by them. See "Plan of Distribution."
SELLING STOCKHOLDERS
Offered Shares
- --------------
All of the 5,863,971 Offered Shares may be distributed, sold or
otherwise transferred from time to time by the Principal Stockholder or a
combination of the Principal Stockholder and Skaugen. The Principal
Stockholder holds 5,863,971 shares (or approximately [____]%) of the ENSCO
Common Stock. If the Principal Stockholders distributes to Skaugen all
shares of ENSCO Common Stock that it may distribute to Skaugen, then
Principal Stockholder and Skaugen would hold 4,562,170 shares (or
approximately [____]%) and 1,301,801 shares (or approximately [____]%) of
ENSCO Common Stock, respectively. See " Voting Agreement Registration of
Merger Shares" and "Plan of Distribution." All of the Offered Shares are
being offered hereby. Neither the Principal Stockholder or Skaugen would
hold any shares of ENSCO Common Stock following the offering contemplated
hereby if all the Offered Shares were sold.
Voting Agreement
- ----------------
GENERAL. As part of the Merger, ENSCO entered into the Principal
Stockholder Agreement with the Principal Stockholder pursuant to which the
Principal Stockholder agreed to vote, and granted a proxy to allow ENSCO
to vote, the Principal Stockholder Shares (i) in favor of the Merger and
the Merger Agreement, (ii) in favor of adoption and approval of the DUAL
Special Performance Unit Plan, a compensation plan for certain executives
of DUAL (the "Unit Plan"), and (iii) against any proposal for any
recapitalization, merger (other than the Merger), sale of assets or other
business combination between DUAL and any person or entity (other than
ENSCO or Merger Subsidiary) or any other action or agreement that ENSCO
notified the Principal Stockholder in writing before any vote would result
in a breach of any covenant, representation or warranty or any other
obligation or agreement of DUAL under the Merger Agreement or which would
have resulted in any of the conditions to the Merger Agreement not being
fulfilled. The Principal Stockholder also agreed that it shall not, and
shall not offer or agree to, sell, transfer, tender, assign, hypothecate or
otherwise dispose of, or create or permit to exist any pledge, lien,
security interest, mortgage, charge, claim, option, proxy, voting
restriction, right of first refusal, limitation on disposition, or
encumbrance of any kind on or with respect to the voting securities of
DUAL, whether issued heretofore or hereafter, which are held of record or
beneficially by the Principal Stockholder (the Principal Stockholder
Shares ). <PAGE>
ABSTENTION FROM VOTING. Pursuant to the Principal Stockholder
Agreement, the Principal Stockholder agreed that until July 31, 1996 it
would not vote any of the Principal Stockholder Shares at any annual,
special or adjourned meeting of the stockholders of DUAL, including the
right to sign its name (as stockholder) to any consent, certificate or
other document relating to DUAL that the law of the State of Delaware may
permit or require, (i) to approve of the adoption and approval of the Unit
Plan, effective August 21, 1995 in any manner except as contemplated by the
Merger Agreement, or (ii) in any manner that is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the transactions contemplated by the Merger
Agreement.
REGISTRATION OF MERGER SHARES. Pursuant to the Principal Stockholder
Agreement, ENSCO has agreed to use all commercially reasonable efforts to
effect the registration under the Securities Act of any transfer or
distribution to the stockholders of the Principal Stockholder of the ENSCO
Common Stock received by the Principal Stockholder in exchange for the
Principal Stockholder Shares and the resale of the ENSCO Common Stock by
the Principal Stockholder or Skaugen, subject to certain restrictions.
ENSCO has agreed to keep continuously effective the registration statement
in respect of the Offered Shares for the period of time necessary for the
Principal Stockholder, and Skaugen, if applicable, to complete the intended
method or methods of distribution for the Offered Shares. See "Plan of
Distribution."
INDEMNIFICATION. Pursuant to the Principal Stockholder Agreement, the
Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act, or to
contribute to payments the Selling Stockholders may be required to make in
respect thereof.<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of ENSCO
Common Stock owned by the Selling Stockholders. It is anticipated that the
Selling Stockholders will distribute, sell or otherwise transfer the
securities described herein from time to time to or through brokers,
dealers, or underwriters acting as either principals or agents or directly
to other purchasers or through agents in one or more transactions on the
NYSE, or any other stock exchange on which the ENSCO Common Stock is
listed, in the over-the-counter market, in one or more private
transactions, or in a combination of such methods of sale, at prices and on
terms then prevailing, at prices related to such prices, or at negotiated
prices. The transfers contemplated may include delivery of some or all of
the Offered Shares to cover previous short sales of ENSCO Common Stock or
in connection with the exercise by a Selling Stockholder of put options
previously purchased with respect to such stock. This Prospectus also
relates to the distribution by the Principal Stockholder to its
stockholders of the Offered Shares which are not sold or otherwise
transferred by the Principal Stockholder. In addition, such distributions
and resales may occur electronically, rather than through the issuance of
certificates. The Selling Stockholders and any brokers and dealers through
whom sales of the Offered Shares are made may be deemed to be
"underwriters" within the meaning of the Securities Act, and the
commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation.
The net proceeds to the Selling Stockholders from the sale of ENSCO
Common Stock so offered will be the purchase price of the Common Stock sold
less the aggregate agents' commissions and underwriters' discounts, if any,
and other expenses of issuance and distribution not borne by the Company.
All expenses of registration and filing fees, fees and expenses for
compliance with securities or blue sky laws (including fees and
disbursements of ENSCO's counsel in connection with blue sky qualifications
or registrations (or the obtaining of exemptions therefrom) of the Offered
Shares), printing expenses (including expenses of printing Prospectuses),
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), fees and disbursements of its
counsel and its independent certified public accountants, fees and expenses
of any special experts retained by ENSCO in connection with any
registration of the Offered Shares, and fees and expenses of other persons
retained by ENSCO, but excluding fees and disbursements of counsel retained
by the Selling Stockholders, any fees and expenses of any underwriters and
transfer taxes, if any, relating to the Offered Shares, shall be borne by
ENSCO.
At any time a particular offer of ENSCO Common Stock is made, to the
extent required, the specific shares of ENSCO Common Stock to be sold, the
names of each of the Selling Stockholders, purchase price, public offering
price, the names of any agent, dealer or underwriter and any applicable
commission or discount with respect to a particular offering will be set
forth in an accompanying Prospectus Supplement. Such Prospectus Supplement
may, if necessary, be in the form of a post-effective amendment to the
Registration Statement of which this Prospectus is a part, and will be<PAGE>
filed with the Commission to reflect the disclosure of additional
information with respect to the distribution of such securities.
To comply with the securities laws of certain jurisdictions, the
securities offered hereby will be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in
certain jurisdictions the securities offered hereby may not be offered or
sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is
available and is complied with.
Each Selling Stockholder and any other person participating in such
distribution will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, including, without limitation,
Rules 10b-6 and 10b-7, which provisions may limit the timing of purchases
and sales by each Selling Stockholder and any other such person.
Furthermore, under Rule 10b-6 under the Exchange Act, any person engaged in
a distribution of ENSCO Common Stock may not simultaneously engage in
market making activities with respect to such securities for a period of
two business days prior to the commencement of such distribution. All of
the foregoing may affect the marketability of the securities offered
hereby.
LEGAL MATTERS
The legality of the shares of ENSCO Common Stock being offered hereby
will be passed upon for ENSCO by Baker & McKenzie, Dallas, Texas.
EXPERTS
The consolidated financial statements incorporated by reference in
this Prospectus from the ENSCO 1995 Form 10-K, as amended, have been
audited by two independent accountants. The companies and periods covered
by these audits are indicated in the individual accountants reports. Such
financial statements have been so included in reliance on the reports of
the two independent accountants given on the authority of such firms as
experts in auditing and accounting.<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table below sets forth the estimated expenses expected to be paid
in connection with the issuance and distribution of the ENSCO Common Stock
covered by this Registration Statement other than commissions, discount or
transfer taxes with respect to the sale of the Offered Shares. ENSCO will
pay for all of such expenses, while the Selling Stockholders will bear any
such commissions, discounts and transfer taxes.
SEC Registration Fee............................... $ 52,194
Printing and Engraving Expenses.................... 2,500
Legal Fees and Expenses (other than Blue Sky)...... 10,000
"Blue Sky" Fees and Expenses....................... 1,000
Accounting Fees and Expenses....................... 2,000
Miscellaneous ................................... 1,000
-------
Total............................................ $ 68,694
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except
actions by or in the right of the corporation if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and in connection with any criminal suit or proceeding, if in connection
with the matters in issue, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that in connection with
the defense or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors and
officers against expenses actually and reasonably incurred by them if, in
connection with the matters in issue, they acted in good faith, in a manner
they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made with respect to
any claim, issue or matter as to which such person has been adjudged liable
for negligence or misconduct unless the Court of Chancery or the court in
which such action or suit is brought approves such indemnification.
Section 145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw provisions
and otherwise, and to purchase indemnity insurance on behalf of its
directors and officers.
Article Fifteen of the ENSCO Certificate of Incorporation provides, in
general, that the Registrant must indemnify its directors and officers
under certain of the circumstances defined in Section 145, and that no
director of ENSCO will be personally liable to ENSCO or its stockholders
for monetary damages for any breach of such director's fiduciary duty, with<PAGE>
certain exceptions. This Article further allows ENSCO to purchase and
maintain insurance on behalf of its directors, officers, employees, or
agents and to provide for such indemnification by means of a trust fund,
security interest, letter of credit, surety bond, contract, and/or similar
arrangement. The directors and officers of ENSCO and its subsidiaries are
insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such, including liabilities under
the Securities Act, under a liability insurance policy carried by ENSCO.
ENSCO has also entered into agreements with its officers and directors
which essentially provide that ENSCO will indemnify the officers and
directors to the extent set forth in the Certificate of Incorporation and
Bylaws of ENSCO.<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number Description
------- -----------
* 5.1 Opinion of Baker & McKenzie
* 23.1 Consent of Price Waterhouse LLP
* 23.2 Consent of Krygier, Montilla & Asociados
* 23.3 Consent of Baker & McKenzie (included in Exhibit 5.1)
* 24 Power of Attorney (see signature page of Registration
Statement)
99.1 Principal Stockholder Agreement (incorporated by reference to
Exhibit 99.8 to Registrant's Form 8-K dated March 21, 1996)
______________
* Filed herewith.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
Plan of Distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on May 10, 1996.
ENSCO INTERNATIONAL INCORPORATED
By: /s/ Carl F. Thorne
----------------------------
CARL F. THORNE
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and appoints Carl F. Thorne, Richard A. Wilson and
C. Christopher Gaut, and each of them, either one of whom may act without
joinder of the others, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below all amendments and post-
effective amendments to this Registration Statement as that attorney-in-
fact may deem necessary or appropriate.
SIGNATURE TITLE DATE
- --------- ----- ----
Chairman of the Board,
/s/ Carl F. Thorne President,
- ----------------------------- Chief Executive Officer and
CARL F. THORNE Director May 10, 1996
/s/ Richard A. Wilson Senior Vice President,
- ----------------------------- Chief Operating Officer and
RICHARD A. WILSON Director May 10, 1996
/s/ C. Christopher Gaut
- ----------------------------- Vice President, Chief
C. CHRISTOPHER GAUT Financial Officer May 10, 1996
/s/ H.E. Malone Vice President, Chief
- ----------------------------- Accounting Officer and
H.E. MALONE Controller May 10, 1996
/s/ Craig I. Fields
- ----------------------------- Director
CRAIG I. FIELDS May 10, 1996
/s/ Orville D. Gaither, Sr.
- ----------------------------- Director
ORVILLE D. GAITHER, SR. May 10, 1996<PAGE>
/s/ Gerald W. Haddock
- ----------------------------- Director
GERALD W. HADDOCK May 10, 1996
/s/ Dillard S. Hammett
- ----------------------------- Director
DILLARD S. HAMMETT May 10, 1996
/s/ Thomas L. Kelly, II
- ----------------------------- Director
THOMAS L. KELLY, II May 10, 1996
/s/ Morton H. Meyerson
- ----------------------------- Director
MORTON H. MEYERSON May 10, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
5.1 Opinion of Baker & McKenzie
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Krygier, Montilla & Asociados<PAGE>
<PAGE>
Exhibit 5.1
May 10, 1996
ENSCO International Incorporated
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
Re: Registration of Common Stock of ENSCO International Incorporated
Gentlemen:
On May 10, 1996, ENSCO International Incorporated, a Delaware corporation
(the "Company"), filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"). Such
Registration Statement relates to the registration by the Company of an
aggregate of 5,863,971 shares of its common stock, $.10 par value per share
(the "Shares"). We have acted as counsel to the Company in connection with
the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or
copies, certified to our satisfaction, of (i) the Certificate of
Incorporation and the Bylaws of the Company; (ii) copies of resolutions of
the Board of Directors of the Company authorizing the issuance of the
Shares and related matters; (iii) the Registration Statement and all
exhibits thereto; and (iv) such other documents and instruments as we have
deemed necessary for the expression of opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, we have relied, to the extent
we deem reasonably appropriate, upon representations or certificates of
officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent check or
verification of their accuracy.
Based upon the foregoing examination, we are of the opinion that the Shares
to be registered by the Company as described in the Registration Statement
have been duly and validly authorized for issuance or sale and the Shares,
as issued by the Company, are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we
come within the category of persons whose consent is required by Section 7
of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER & MCKENZIE
BAKER & McKENZIE<PAGE>
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 2, 1996 appearing on page 23 of ENSCO International
Incorporated's Annual Report, as amended, on Form 10-K for the year ended
December 31, 1995. We also consent to the reference to us under the head-
ing "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Dallas, Texas
May 10, 1996
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration
Statement of ENSCO International Incorporated on Form S-3 of our reports
dated February 18, 1994 for ENSCO Drilling Venezuela, Inc. (Venezuelan
Branch) and ENSCO Drilling (Caribbean), Inc. (Venezuelan Branch), appearing
in Amendment No. 1 to the Annual Report on Form 10-K of ENSCO
International Incorporated for the year ended December 31, 1995. We also
consent to the reference to us under the heading "Experts" in such
prospectus.
KRYGIER, MONTILLA & ASOCIADOS
/s/ JOSE G. MOROS H.
-----------------------------
Jose G. Moros H.
Caracas, Venezuela
May 7, 1996
<PAGE>
