<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
__________________________________________________________________
ENSCO INTERNATIONAL INCORPORATED
__________________________________________________________________
William S. Chadwick, Jr.
Vice President and Secretary
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
(6)(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-(6)(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
* Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identifying the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________<PAGE>
CARL F. THORNE
Chairman and Chief Executive Officer
March 25, 1996
Dear Fellow Stockholder:
On behalf of our Board of Directors, I cordially invite you to attend
the 1996 Annual Meeting of Stockholders of ENSCO International
Incorporated. The Annual Meeting will be held at 10:00 a.m. on Tuesday,
May 21, 1996 at the Fairmont Hotel, 1717 North Akard Street, Dallas, Texas.
Your Board of Directors and Officers look forward to greeting personally
those stockholders able to attend.
At the Annual Meeting, stockholders will be asked to vote on the
election of three Class II Directors, to approve the Company's 1996 Non-
Employee Directors Stock Option Plan and to approve the appointment of the
Company's independent accountants. Each of the matters to be considered at
the Annual Meeting is described in detail in the attached Proxy Statement
for the Annual Meeting. Your Board of Directors recommends that you vote
"For" the proposals on the agenda.
Your vote is important. Whether or not you are able to attend the
meeting, I hope you will promptly sign and date the enclosed proxy card and
return it in the enclosed postage prepaid envelope. This will save your
Company additional expenses associated with soliciting proxies, as well as
ensure that your shares are represented. Please note that you may vote in
person at the meeting even if you have previously returned the proxy.
Sincerely,
/s/ Carl F. Thorne
--------------------------
Carl F. Thorne
Chairman of the Board<PAGE>
ENSCO INTERNATIONAL INCORPORATED
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
(214) 922-1500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 21, 1996
The Annual Meeting of Stockholders of ENSCO International Incorporated
(the "Company") will be held at the Fairmont Hotel, 1717 North Akard
Street, Dallas, Texas, at 10:00 a.m., Dallas time, on Tuesday, May 21,
1996, to consider and vote on:
1. The election of three Class II Directors, each for a three-year
term;
2. The approval of the Company's 1996 Non-Employee Directors Stock
Option Plan;
3. To approve the appointment of Price Waterhouse LLP as the
Company's independent accountants for 1996; and
4. Such other business as may properly come before the Meeting.
Stockholders of record at the close of business on March 26, 1996, are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. A list of all stockholders entitled to vote at the meeting is on
file at the executive offices of the Company, 2700 Fountain Place, 1445
Ross Avenue, Dallas, Texas 75202-2792.
By Order of the Board of Directors
/s/ William S. Chadwick, Jr.
----------------------------------
William S. Chadwick, Jr.
Vice President and Secretary
March 25, 1996
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY PROMPTLY.
1<PAGE>
ENSCO INTERNATIONAL INCORPORATED
PROXY STATEMENT
The following information is submitted concerning the enclosed Proxy
and the matters to be acted upon under the authority thereof at the Annual
Meeting of Stockholders (the "Meeting") of ENSCO International Incorporated
(the "Company") to be held at the Fairmont Hotel, 1717 North Akard Street,
Dallas, Texas, on the 21st day of May, 1996 at 10:00 a.m., Dallas time, or
any adjournment thereof, pursuant to the enclosed Notice of said Meeting.
This Proxy Statement and the enclosed Proxy are first being sent on or
about March 29, 1996 to holders of the Company's shares of capital stock
entitled to vote at the Meeting (the "Stockholders").
VOTING AND PROXY
The enclosed Proxy is solicited on behalf of the Board of Directors of
the Company. It may be revoked by a Stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or duly executed Proxy bearing a later date. The Proxy shall
also be revoked if a Stockholder is present at the Meeting and elects to
vote in person.
Unless contrary instructions are indicated, all shares represented by
validly executed Proxies received pursuant to this solicitation (and which
have not been revoked before they are voted) will be voted:
1. FOR the election of the Class II nominees for Directors named
herein;
2. FOR the approval of the Company's 1996 Non-Employee Directors
Stock Option Plan;
3. FOR the approval of the appointment of Price Waterhouse LLP as
the Company's independent accountants for 1996; and
4. In accordance with the recommendation of management as to any
other matters which may properly come before the Meeting.
In the event a Stockholder specifies a different choice by means of
the enclosed proxy, his shares will be voted in accordance with the
specification so made.
The cost of solicitation of proxies will be borne by the Company and,
upon request, the Company will reimburse brokers, dealers, banks and
trustees, or their nominees, for reasonable expenses incurred by them in
forwarding proxy material to and solicitation of proxies from beneficial
owners of shares of stock. In addition to the use of mail, regular
employees or agents of the Company may solicit proxies by telephone,
telegram or other means of communication.
2<PAGE>
VOTING SECURITIES OUTSTANDING
The Stockholders entitled to vote at the Meeting are the holders of
record at the close of business on March 26, 1996 (the "Record Date") of
the approximate 60,660,485 outstanding shares of Common Stock of the
Company. Each outstanding share of Common Stock is entitled to one vote on
each matter to come before the Meeting. A list of all Stockholders
entitled to vote is on file at the executive offices of the Company, 1445
Ross Avenue, Suite 2700 Fountain Place, Dallas, Texas 75202-2792. Only
Stockholders of record on the books of the Company on the record date will
be entitled to vote at the Meeting.
For purposes of conducting the Meeting, the holders of at least a
majority of the stock issued and outstanding and entitled to vote at the
Meeting shall constitute a quorum. The Company's Bylaws include provisions
specifically addressing the treatment of abstentions and non-votes by
brokers. A holder of stock shall be treated as being present at the
Meeting if the holder of such stock is (i) present in person at the Meeting
or (ii) represented at the Meeting by a valid proxy, whether the instrument
granting such proxy is marked as casting a vote or abstaining, is left
blank or does not empower such proxy to vote with respect to some or all
matters to be voted upon at the Meeting. If a quorum is present at the
Meeting, the election of each nominee for Class II Director (Proposal 1)
will be approved if the votes cast in favor of the election of such nominee
exceed the votes cast opposing the election of such nominee. The proposal
to approve the 1996 Non-Employee Directors Stock Option Plan will be
approved if a quorum is present and the votes cast in favor of Proposal 2
exceed the votes cast opposing Proposal 2. The appointment of Price
Waterhouse LLP (Proposal 3) will be approved if a quorum is present and the
votes cast in favor of Proposal 3 exceed the votes cast opposing
Proposal 3.
As stated above, a validly executed proxy will be treated as a vote
cast in favor of the election of each Class II Director nominee, in favor
of the approval of the 1996 Non-Employee Directors Stock Option Plan and in
favor of the appointment of Price Waterhouse LLP unless contrary
instructions are indicated on the Proxy. In determining the number of
votes cast, shares abstaining from voting on a matter and shares that are
indicated as not being voted on a matter by brokers due to lack of
discretionary authority will not be treated as votes cast with respect to
such matters.
OWNERSHIP OF VOTING SECURITIES
The following tables set forth certain information concerning the
number of shares of Common Stock owned beneficially as of February 29,
1996, by (i) each person known to the Company to own more than 5 percent of
the Company's Common Stock (the only class of voting securities
outstanding); (ii) each director of the Company including employee
directors; (iii) the three other most highly compensated executive officers
of the Company who are not also directors and (iv) all directors and
executive officers of the Company as a group.
3<PAGE>
<TABLE>
<CAPTION>
Certain Beneficial Owners:
Beneficial Ownership <F1>
Name and Address --------------------------------
of Beneficial Owner Amount Percentage
------------------------------------ --------------- ----------
<S> <C> <C>
FMR Corp. 7,841,200 <F2> 12.9
82 Devonshire
Boston, MA 02109
Merrill Lynch Asset Management, Inc. 6,004,800 <F3> 9.9
800 Scudders Mill Road
Plainsboro, NJ 08536
Richard E. Rainwater 3,740,826 <F4> 6.2
777 Main Street, Suite 2700
Fort Worth, TX 76102
___________________________________________________________________________________________________________
<CAPTION>
Management:
Beneficial Ownership <F1>
Name of Beneficial Owner and ----------------------------------
Principal Position Amount Percentage
---------------------------------------- --------------- ------------
<S> <C> <C>
Carl F. Thorne 956,485 <F5> 1.6
Chairman, President and
Chief Executive Officer
Morton H. Meyerson 291,521 <F6> 0.5
Director
Richard A. Wilson 92,439 <F7> 0.2
Director, Senior Vice President and
Chief Operating Officer
C. Christopher Gaut 74,414 <F8> 0.1
Vice President - Finance and
Chief Financial Officer
William S. Chadwick, Jr. 49,805 <F9> -- <F10>
Vice President - Administration and
Secretary
Dillard S. Hammett 46,383 <F11> -- <F10>
Director
4<PAGE>
Thomas L. Kelly II 49,346 <F12> -- <F10>
Director
Marshall Ballard 32,240 <F13> -- <F10>
Vice President - Business Development
and Quality
Orville D. Gaither 19,654 <F14> -- <F10>
Director
Craig I. Fields 17,154 <F15> -- <F10>
Director
Gerald W. Haddock 8,955 <F16> -- <F10>
Director
All Directors and Executive Officers 1,686,174 <F17> 2.8
as a Group (14 persons, including
those named above)
_____________________________________________
<FN>
<F1> At February 29, 1996, there were 60,660,485 shares of Common Stock
outstanding. Unless otherwise indicated, each person or group has
sole voting and dispositive power with respect to all shares.
<F2> Based upon Amendment No. 1 to Schedule 13G dated as of February 14,
1996, filed with the Securities and Exchange Commission ("Commission"),
FMR Corp. may be deemed to be the beneficial owner of 7,841,200
shares (12.9 percent) of the Common Stock of the Company.
<F3> Based upon Amendment No. 3 to Schedule 13G dated as of February 12,
1996, filed with the Commission, Merrill Lynch & Co. may be deemed
to be the beneficial owner of 6,004,800 shares (9.9 percent) of the
Common Stock. Based upon the same amendment, Merrill Lynch Group,
Inc., Princeton Services, Inc., Merrill Lynch Asset Management, L.P.
and Merrill Lynch Growth Fund for Investment and Retirement may be
deemed to be beneficial owner of 6,000,000 shares of Common Stock.
Each of the reporting entities disclaims beneficial ownership of all
of the shares, other than, in the case of Merrill Lynch & Co., Inc.,
shares held in proprietary trading accounts of a broker-dealer
subsidiary.
<F4> Based upon information supplied by Richard E. Rainwater's attorney,
Mr. Rainwater may be deemed to be the beneficial owner of 3,740,826
shares (6.2 percent) of the Common Stock. Includes 8,100 shares
held by Mr. Rainwater's spouse, as to all of which Mr. Rainwater
disclaims beneficial ownership. Does not include 391,530 shares
held by Trusts for the benefit of Mr. Rainwater's children, as to
all of which Mr. Rainwater disclaims beneficial ownership.
5<PAGE>
<F5> Includes 375,000 shares of restricted stock which vest at the rate
of 75,000 shares per annum over a 10-year term, which commenced
November 19, 1990. The restricted stock grant was approved by the
Stockholders at the Annual Meeting held on June 5, 1990. Also
includes 227 shares held indirectly under the ENSCO Savings Plan.
<F6> Includes 168,750 shares that were purchased by Mr. Meyerson pursuant
to a currently outstanding note to the Company, payable July 1997,
in the amount of $675,000. Also includes 70,000 shares of Common
Stock beneficially owned by various Trusts as to all of which Mr.
Meyerson disclaims beneficial ownership.
<F7> Includes 15,500 shares immediately issuable upon exercises of
options and 28,000 shares of restricted stock of which 18,000 shares
vest at the rate of 2,000 shares per annum and 10,000 of which vest
at the rate of 1,000 shares per annum. Also includes 427 shares
held indirectly under the ENSCO Savings Plan.
<F8> Includes 28,500 shares immediately issuable upon exercises of
options and 27,750 shares of restricted stock of which 8,750 vest at
the rate of 1,750 per annum, 10,000 vest at the rate of 1,000 per
annum and 9,000 vest at the rate of 1,000 per annum. Also includes
290 shares held indirectly under the ENSCO Savings Plan.
<F9> Includes 25,375 shares immediately issuable upon exercises of
options and 19,000 shares of restricted stock of which 10,000 vest
at the rate of 1,000 shares per annum and 9,000 vest at the rate of
1,000 shares per annum. Also includes 289 shares held indirectly
under the ENSCO Savings Plan.
<F10> Ownership is less than 0.1% of the Common Stock outstanding.
<F11> Includes 31,250 shares immediately issuable upon exercise of
options.
<F12> Includes 40,103 shares immediately issuable upon exercise of
options.
<F13> Includes 14,750 shares immediately issuable upon exercises of
options and 12,500 shares of restricted stock of which 7,500 vest at
the rate of 2,500 per annum and 5,000 vest at the rate of 500 per
annum. Also includes 1,750 shares owned by Mr. Ballard's wife, in
respect of which Mr. Ballard disclaims beneficial ownership, and 294
shares held indirectly under the ENSCO Savings Plan.
<F14> Includes 12,500 shares immediately issuable upon exercise of
options.
<F15> Includes 12,500 shares immediately issuable upon exercise of
options.
<F16> Includes 2,100 shares held by Mr. Haddock as custodian for his
children and in respect of which Mr. Haddock disclaims beneficial
ownership.
6<PAGE>
<F17> Includes all shares owned individually by the above named officers
and directors, including 70,000 shares beneficially owned by various
Trusts established by Mr. Meyerson, 2,100 shares held in custodial
accounts for Mr. Haddock's children, 1,750 shares owned by Mr.
Ballard's wife, 196,478 shares immediately issuable upon exercises
of options, 471,000 shares of restricted stock, and 2,032 shares held
indirectly under the ENSCO Savings Plan.
</FN>
</TABLE>
7<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation, as amended, provides
that the Board of Directors of the Company, other than those members who
may be elected in specified circumstances by holders of preferred stock or
indebtedness having special rights to elect directors, is divided or
"classified", with respect to the time for which they individually hold
office, into three classes ("Classes I, II and III"), consisting of, as
nearly as possible, one third of the entire Board. The Company's Board of
Directors is currently fixed at eight members. Each Director holds office
for a term ending on the date of the third annual meeting following the
annual meeting at which such director was elected. The current term for
Class II Directors will expire at the 1996 Annual Meeting of Stockholders.
The current term for Class I and Class III Directors will expire at the
1997 and 1998 Annual Meetings of Stockholders, respectively.
Three Class II Directors are to be elected at the Meeting. The
Board of Directors urges you to vote FOR the election of the individuals
who have been nominated to serve as Class II Directors. It is intended
that each validly executed proxy solicited hereby will be voted FOR the
election of the nominees for Class II Directors listed below, unless a
contrary instruction has been indicated on such proxy. If, at the time of
the 1996 Annual Meeting of Stockholders, any of the nominees should be
unable or decline to serve, the discretionary authority provided in the
proxy will be used to vote for a substitute or substitutes as may be
designated by the Board of Directors. The Board of Directors has no reason
to believe that any substitute nominee or nominees will be required.
NOMINEES
CLASS II DIRECTORS
CRAIG I. FIELDS; age 49; Vice Chairman, Alliance Gaming Corporation
Dr. Fields has been a Director of the Company since March 1992. He
assumed his current position with Alliance Gaming Corporation in September
1994. From 1990 through August 1994, Dr. Fields was Chairman and Chief
Executive Officer of Microelectronics and Computer Technology Corp.
Between 1974 and 1990, Dr. Fields served the Defense Advanced Research
Projects Agency, a research division of the office of Secretary of Defense,
as a director and currently serves as a director of Projectavision, Inc.
Dr. Fields holds a Bachelor of Science Degree in Physics from the
Massachusetts Institute of Technology and a Ph.D. from Rockefeller
University. He lives in Washington, D.C. Dr. Fields is a member of the
Audit Committee.
MORTON H. MEYERSON; age 57; Chairman and Chief Executive Officer, Perot
Systems
Mr. Meyerson has been a Director of the Company since September
1987. Mr. Meyerson assumed his present position with Perot Systems in May
1992. From December 1986 to May 1992, Mr. Meyerson was a private investor.
8<PAGE>
Mr. Meyerson serves as Vice Chairman of The National Parks Foundation and
is a director of Crescent Real Estate Equities, Inc., General Instrument
Corporation, and Stream International, Inc. Mr. Meyerson holds Bachelor of
Arts Degrees in Economics and Philosophy from the University of Texas. He
lives in Dallas, Texas. Mr. Meyerson is chairman of the Nominating and
Compensation Committee.
RICHARD A. WILSON; age 58; Senior Vice President and Chief Operating
Officer of the Company
Mr. Wilson has been a Director of the Company since June 1990. Mr.
Wilson joined the Company in July 1988 and was elected President of ENSCO
Drilling Company in August 1988. Mr. Wilson was elected Senior Vice
President - Operations of the Company in October 1989 and to his present
position in June 1991. Mr. Wilson holds a Bachelor of Science Degree in
Petroleum Engineering from the University of Wyoming. He lives in Dallas,
Texas.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES FOR CLASS II DIRECTORS NAMED ABOVE.
CONTINUING DIRECTORS
CLASS I DIRECTORS
GERALD W. HADDOCK; age 48, President and Chief Operating Officer, Crescent
Real Estate Equities, Inc.
Mr. Haddock has been a Director of the Company since December 1986.
He has been President, Chief Operating Officer and a director of Crescent
Real Estate Equities, Inc. since May 1994. Between July 1990 and December
1993, Mr. Haddock was a partner in the law firm of Jackson & Walker, L.L.P
and of counsel to Jackson & Walker, L.L.P. from January 1994 through April
1994. Prior to joining Jackson & Walker, L.L.P., Mr. Haddock was a
director and shareholder in the law firm of Kelly, Hart & Hallman. Mr.
Haddock is a director of AmeriCredit Corporation. Mr. Haddock holds a
Bachelor of Business Administration Degree from Baylor University, a Juris
Doctorate Degree from Baylor University College of Law and a Master of
Taxation Degree from New York University. He lives in Fort Worth, Texas.
Mr. Haddock is chairman of the Audit Committee.
CARL F. THORNE; age 55; Chairman, President and Chief Executive Officer of
the Company
Mr. Thorne has been a Director of the Company since December 1986.
He was elected President and Chief Executive Officer of the Company in May
1987 and was elected Chairman of the Board of Directors in November 1987.
Mr. Thorne holds a Bachelor of Science Degree in Petroleum Engineering from
the University of Texas and a Juris Doctorate Degree from Baylor University
College of Law. He lives in Dallas, Texas.
9<PAGE>
CLASS III DIRECTORS
ORVILLE D. GAITHER; age 68; President and Chief Executive Officer, Gaither
Petroleum Corporation and Chairman and Chief Executive Officer, Chemjet
International
Mr. Gaither has been a Director of the Company since March 1992.
Mr. Gaither has served Gaither Petroleum Corporation in his present
capacity since May 1991. Mr. Gaither also serves as Chairman and Chief
Executive Officer of Chemjet International. Prior to May 1991, Mr. Gaither
was employed by Amoco Production Company for 42 years, most recently as
President of the Africa and Middle East Region, responsible for Amoco's
petroleum operations in 17 countries. Mr. Gaither is a director of Grant
Geophysical Corporation, an international geophysical acquisition company.
Mr. Gaither holds a Bachelor of Science Degree in Mechanical Engineering
from Rice University, a Master of Science Degree in Petroleum Engineering
from the University of Houston and is a graduate of the Senior Executive
Program of Stanford University. He lives in Houston, Texas. Mr. Gaither
is a member of the Audit Committee.
DILLARD S. HAMMETT; age 65; Consultant
Mr. Hammett has been a Director of the Company since September 1987.
From July 1987 to December 1991, Mr. Hammett was Vice President - Technical
and Marketing of the Company. In January 1992, Mr. Hammett took a leave of
absence from his Vice President position and retired from the Company in
December 1992. Mr. Hammett holds a Bachelor of Science Degree in Civil
Engineering from the University of Oklahoma. He lives in Dallas, Texas.
Mr. Hammett is a member of the Nominating and Compensation Committee.
THOMAS L. KELLY II; age 37; General Partner of CHB Capital Partners
Mr. Kelly has been a Director of the Company since September 1987.
He has been a General Partner of CHB Capital Partners since July 1994.
From May 1987 through June 1994, Mr. Kelly was a private investor. Mr.
Kelly holds a Bachelor of Arts Degree in Economics and a Bachelor of
Science Degree in Administrative Science from Yale University and a Master
of Business Administration Degree from Harvard University. He lives in
Denver, Colorado. Mr. Kelly is a member of the Nominating and Compensation
Committee.
MEETINGS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The Board of Directors met five times during the year ended December
31, 1995 and acted once by written consent. During 1995, each incumbent
Director attended more than two-thirds of the meetings held by the Board
and the committees of which he was a member. The Board of Directors has
two standing committees: the Audit Committee and the Nominating and
Compensation Committee.
10<PAGE>
AUDIT COMMITTEE
The Company's Audit Committee recommends a firm of independent
accountants to examine the consolidated financial statements of the
Company, reviews the general scope of services to be rendered by the
independent accountants, reviews the financial condition and results of
operations of the Company and makes inquiries as to the adequacy of the
Company's financial and accounting controls. The Audit Committee met three
times in 1995.
NOMINATING AND COMPENSATION COMMITTEE
The principal functions of the Nominating and Compensation Committee
are to recommend officers of the Company, to select nominees for the Board
of Directors and committees of the Board and to review and approve employee
compensation matters, including matters regarding the Company's various
benefit plans. The names of potential Director candidates are drawn from a
number of sources, including recommendations from members of the Board,
management and stockholders. Stockholders wishing to recommend Board
nominees should submit their recommendations in writing to the Secretary of
the Company, with the submitting Stockholder's name and address and
pertinent information about the proposed nominee similar to that set forth
for the nominees named herein. A Stockholder intending to nominate an
individual as a director at an annual meeting, rather than recommend the
individual to the Company for consideration as a nominee, must comply with
the advance notice requirements set forth in the Company's Bylaws. The
Nominating and Compensation Committee met four times during 1995.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
Each non-employee Director receives annual compensation of $24,000
per year, payable quarterly, one-half in cash and one-half in shares of
Common Stock. Additionally, each non-employee Director receives $1,000 in
cash for each Board of Director and committee meeting attended. Any non-
employee Director that serves the Company as Chairman of the Board of
Directors, Chairman of the Nominating and Compensation Committee or
Chairman of the Audit Committee also receives an additional $500 in cash
for each meeting at which the Director acts as Chairman. Non-employee
Directors are also eligible to participate in the Company's group medical
and dental insurance plan on the same basis as full-time Company employees.
A non-employee Director's contribution to group medical and dental
insurance premium costs is withheld from the quarterly payments of the
Director's annual retainer. Directors who are also employees of the
Company do not receive any additional compensation for their services as
Directors.
In February 1991, the Board of Directors amended the ENSCO Incentive
Plan to provide that, commencing January 1, 1991, the non-employee
Directors of the Company shall receive shares of Common Stock each year
having a value of $12,000. Shares having a value of $3,000 per quarter,
determined by the average of the high and low prices of the Common Stock
determined in accordance with the ENSCO Incentive Plan, on the first
business day of each calendar quarter, were issued to each of the non-
employee directors in 1995. Thus, in 1995 Messrs. Fields, Gaither,
Haddock, Hammett, Kelly and Meyerson each received 826 shares of Common
11<PAGE>
Stock at an average price of between $12.05 and $17.14 per share. The
shares granted pursuant to this provision are counted against the limit of
125,000 shares which may be granted under the ENSCO Incentive Plan to each
non-employee Director.
12<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth a summary of all compensation,
including cash and other forms of remuneration, paid through March 1, 1996,
for services rendered in all capacities to the Company during 1995, to the
chief executive officer and the four other most highly compensated
executive officers of the Company as to whom the total cash compensation
paid through such date exceeded $100,000. The table also includes a
summary of all compensation, including cash and other forms of
remuneration, paid to these named individuals for the years 1994 and 1993.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL ANNUAL ANNUAL LONG TERM LONG TERM LONG TERM
COMPEN- COMPEN- COMPEN- COMPENSATION COMPENSATION COMPENSATION ALL
SATION: SATION: SATION AWARDS: AWARDS: PAYOUTS: OTHER
RESTRICTED LTIP COMPEN-
SALARY BONUS OTHER STOCK AWARD OPTIONS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) <F1> ($) <F2> ($) <F3> (#) <F4> ($) <F5> ($) <F6>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Carl F. Thorne 1995 367,500 193,244 N/A N/A 100,000 N/A 17,811
President and 1994 350,000 87,500 N/A N/A N/A N/A 8,032
Chief Executive Officer 1993 254,375 150,000 N/A N/A N/A N/A 7,708
Richard A. Wilson 1995 189,000 66,255 N/A 163,125 30,000 N/A 12,067
Senior Vice President and 1994 175,833 36,000 N/A 313,750 12,000 N/A 6,786
Chief Operating Officer 1993 152,292 60,000 N/A N/A 25,000 N/A 5,228
Marshall Ballard 1995 162,800 39,898 N/A 81,563 20,000 N/A 10,449
Vice President - 1994 155,000 17,964 N/A N/A 9,000 N/A 5,033
Business Development 1993 62,500 N/A N/A 150,000 25,000 N/A 4,466
and Quality
C. Christopher Gaut 1995 152,250 56,041 N/A 163,125 25,000 N/A 8,646
Vice President - Finance 1994 141,667 25,375 N/A 156,875 9,000 N/A 3,811
and Chief Financial 1993 122,292 60,000 N/A N/A 22,500 N/A 2,730
Officer
William S. Chadwick, Jr. 1995 132,250 36,455 N/A 163,125 25,000 N/A 7,961
Vice President - 1994 122,000 30,852 N/A 156,875 9,000 N/A 3,649
Administration and 1993 111,913 N/A N/A N/A 12,500 N/A 2,602
Secretary
--------------------------------
N/A - Not Applicable.
13<PAGE>
<FN>
<F1> Bonuses awarded with respect to 1995 are payable as follows: 50% of
the amount awarded was paid in March, 1996 and the remainder will
become payable in two equal installments on or after February 21,
1997 and February 21, 1998 provided the officer remains employed by
the Company at such date.
<F2> The aggregate amount of perquisites and other personal benefits for
any named executive does not exceed $50,000 or 10% of the total
annual salary and bonus for any such named executive and is,
therefore, not reflected in the table.
<F3> The amounts disclosed in this column, if any, represent the value of
restricted common stock awards on the date of grant. The restricted
stock awards have vesting schedules of either five or ten years and
vest based on the passage of time and the continued employment of the
named executive.
The total number of shares of unvested restricted stock held as of
December 31, 1995, and the value of such shares at the end of 1995 is
as follows: Mr. Thorne, 375,000 shares ($8,625,000), all of which
vest at the rate of 75,000 shares per year; Mr. Wilson, 28,000 shares
($644,000), 18,000 of which vest at the rate of 2,000 per year and
10,000 of which vest at the rate of 1,000 per year; Mr. Ballard,
12,500 shares ($287,500), 7,500 of which vest at the rate of 2,500
per year and 5,000 of which vest at the rate of 500 per year; Mr.
Gaut, 27,750 shares ($638,250), 8,750 of which vest at the rate of
1,750 per year, 10,000 of which vest at the rate of 1,000 per year
and 9,000 of which vest at the rate of 1,000 per year; Mr. Chadwick,
19,000 shares ($437,000) of which 10,000 vest at the rate of 1,000
shares per year and 9,000 of which vest at the rate of 1,000 per
year. The Company does not pay dividends on its common stock.
<F4> Amounts in this column represent options to acquire shares of the
Company's Common Stock. The Company does not have SARs.
<F5> The Company does not maintain any long-term incentive plans.
<F6> The amounts in this column for 1995 include premiums paid for group
term life insurance as follows: Mr. Thorne, $3,637; Mr. Wilson,
$2,952; Mr. Ballard, $1,590; Mr. Gaut, $337; and Mr. Chadwick, $748.
The amounts include the Company's contributions to the ENSCO Savings
Plan as follows: Mr. Thorne, $1,313; Mr. Wilson, $4,858; Mr.
Ballard, $3,437; Mr. Gaut, $3,232; and Mr. Chadwick, $3,263. The
amounts include the Company's contributions to the Profit Sharing
Plan and SERP as follows: Mr. Thorne, $4,256 and $8,604; Mr. Wilson,
$4,256 and 0; Mr. Ballard, $4,256 and $1,167; Mr. Gaut, $4,020 and
$1,057; and Mr. Chadwick, $3,461 and $487.
</FN>
</TABLE>
14<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Potential Realized Value at
Number of % of Total Assumed Rates of Stock Price
Securities Options Appreciation for Option Term
Underlying Granted to Exercise or ----------------------------
Options Employees in Base Price 5% 10%
Name Granted # Fiscal Year ($ per Share)<F1> Expiration Date ($) <F2> ($) <F3>
- ----------------------- ---------- ------------ ----------------- --------------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Carl F. Thorne 100,000 19.5% $16.31 May 31, 2000 451,000 996,000
Richard A. Wilson 30,000 5.9% $16.31 May 31, 2000 135,300 298,800
Marshall Ballard 20,000 3.9% $16.31 May 31, 2000 90,200 199,200
C. Christopher Gaut 25,000 4.9% $16.31 May 31, 2000 112,750 249,000
William S. Chadwick, Jr. 25,000 4.9% $16.31 May 31, 2000 112,750 249,000
________________________________________
<FN>
<F1> All options were granted at fair market value (average of the high
and low stock price for the Company's common stock as reported on the
American Stock Exchange on the date of grant). All options granted
become exercisable in 25% increments over a four year period with the
options being 100% exercisable four years after the date of grant.
<F2> If the stock price appreciates at a rate of 5% per year from the date
of grant to the end of the option term, it would increase from $16.31
to $20.82 and the market value of the Company's currently outstanding
Common Stock would appreciate by $273,578,787.
<F3> If the stock price appreciates at a rate of 10% per year from the
date of grant to the end of the option term, it would increase from
$16.31 to $26.27 and the market value of the Company's currently
outstanding Common Stock would appreciate by $604,178,431.
</FN>
</TABLE>
15<PAGE>
The following table sets forth information regarding aggregated
option exercises in 1995, the number of unexercised options divided into
those that were exercisable and those that were unexercisable, and the
value of the in-the-money options divided into those that were exercisable
and those that were unexercisable at December 31, 1995.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of Value of
Number of Number of Unexercised Unexercised
Unexercised Unexercised In-the-money In-the-money
Options at Options at Options at Options at
Shares December 31, December 31, December 31, December 31,
Acquired on Value 1995 1995 1995 1995
Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------ ------------ --------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carl F. Thorne N/A N/A 0 100,000 $ 0 $669,000
Richard A. Wilson 18,750 264,938 15,500 57,750 159,430 518,053
Marshall Ballard N/A N/A 14,750 39,250 153,948 320,643
C. Christopher Gaut 1,875 17,119 28,500 48,000 413,948 431,593
William S. Chadwick, Jr. 12,500 103,125 25,375 43,625 393,167 387,999
_______________________________
N/A - Not Applicable.
</TABLE>
The Company does not maintain a long term incentive plan based on
performance goals for executive officers. Therefore, the summary table of
Long Term Incentive Plan Awards in Last Fiscal Year as required under the
executive compensation disclosure rules of the Securities and Exchange
Commission has not been included. Also, the Company does not maintain a
defined benefit or actuarial pension plan for any of the named executive
officers. Therefore a table on Pension Plan Benefits has not been
included.
REPORT OF THE NOMINATING AND COMPENSATION COMMITTEE
COMPENSATION PHILOSOPHY AND OBJECTIVES. The philosophy of the
Company's compensation program is to employ, retain and reward executives
capable of leading the Company in achieving its business objectives. These
objectives include the preservation of a strong financial posture,
increasing the assets of the Company, positioning the Company's assets and
business segments in geographic and industry markets offering long term
growth opportunities, and the enhancement of stockholder value through
superior long term profitability relative to the Company's competitors.
The accomplishment of these objectives is measured against the conditions
characterizing the industry within which the Company operates.
16<PAGE>
EXECUTIVE OFFICER COMPENSATION. In addition to their regular salary,
executive officers of the Company may be compensated in the form of cash
bonus awards, incentive stock grants and stock options under the ENSCO
Incentive Plan, and profit sharing awards, in cash or stock, under the
ENSCO Savings Plan. Executive officers are also eligible to participate in
the employer matching provision of the ENSCO Savings Plan, whereby
employees may save for their future retirement on a tax-deferred basis with
the Company contributing an additional percentage of the amount saved by
each employee up to a maximum Company match of 3.5% of salary. In the
past, the Committee has utilized all of the foregoing forms of
compensation, except for profit sharing stock grants, to retain, reward and
provide incentives to the executive officers of the Company.
Base salaries paid to executive officers of the Company are generally
in the mid-range of those paid by the Company's competitors included in the
Dow Jones Oil Drilling Index. Changes in executive officer compensation
during 1995 were focused on strengthening the relationship between pay and
performance. During 1995, the Board of Directors approved the
implementation of the Key Employees' Incentive Compensation Plan effective
January 1, 1996, which will link the cash compensation of the management of
the Company directly to financial performance and certain other goals and
objectives related to enhancement of stockholder value. Among the
performance measurement criteria utilized under this Plan are stock price
appreciation, return on capital employed, operating margins, safety and
audit compliance. The first awards under this compensation program will be
earned at the end of 1996 and will vest over three years.
The Company recorded record net income from continuing operations of
$41.8 million, a 24% increase over 1994 results; the net income to common
stockholders was $48.1 million in 1995, an increase of 37% over the
previous year. The Company's stock price increased by 86% during 1995.
Operating margins and asset utilization also continued to improve.
Accordingly, the Company paid cash bonuses to executive officers and other
key management personnel in 1996, relative to 1995 performance. Although
the determination of such bonuses was solely at the discretion of the
Committee, the performance goals and objectives which have been included in
the Key Employees' Incentive Compensation Plan for 1996 were used in
formulating these bonuses. Based upon an independent survey performed
during 1995, bonuses paid to executive officers were below the average of
those paid by the Company's competitors.
An additional long-standing objective of the Committee has been to
reward executive officers with equity compensation in addition to salary,
in keeping with the Company's overall compensation philosophy of placing
equity in the hands of its employees in an effort to further instill
stockholder considerations and values in the actions of all employees and
executive officers. Incentive stock options and incentive stock grants
were used in 1995 to reward and provide incentives to executive officers
and to retain them through the potential of capital gains and equity
buildup in the Company. The number of stock options and grant awards was
determined by the Committee's evaluation of the performance criteria
mentioned above, along with the Committee's subjective evaluation of each
executive's ability to influence the Company's long term growth and
profitability. All stock options were issued at the current market price of
the Company's common stock on the date of award. Because the value of the
17<PAGE>
options and grants should, over time, bear a direct relationship to the
Company's stock price, the Committee believes the award of options and
grants represents an effective incentive to create value for the
stockholders.
CEO COMPENSATION. In May 1992, in recognition of the depressed state
of the industry and as a statement of his personal commitment to the
Company, the CEO voluntarily reduced his salary by 10% from $275,000 to
$247,500 per annum. In October, 1993, following the Company's return to
profitability and after a subjective evaluation of the CEO's performance in
light of the performance criteria discussed above, the Committee restored
the CEO's base salary to the level of $275,000 per annum for the remainder
of 1993. Effective January 1, 1994, in recognition of the Company's
continued improved financial and stock price performance and its progress
in achieving specified business objectives, the Committee increased the
CEO's annual base salary to $350,000. Effective July 1, 1995, in
recognition of the Company's continued orderly growth and strong financial
performance, and having reviewed the CEO's salary in comparison to those of
other CEO's of companies in the Dow Jones Oil Drilling Index, the committee
increased the CEO's salary to $385,000 per annum.
Pursuant to the Committee's evaluation of the Company's success in
meeting its goals and performance objectives during 1995, the Committee
awarded the CEO a discretionary cash bonus of $193,244, of which $96,622
shall be paid as soon as practicable and the remainder to be paid in two
equal installments on or after February 21, 1997 and February 21, 1998
provided the CEO remains employed by the Company at such date. The
Committee's determination of this bonus was made in accordance with the
performance objectives established for the Company's Key Employees'
Incentive Compensation Plan, and factors considered included stock price
appreciation, return on capital employed, margins relative to competitors,
relative level of general & administrative expenses, and the Company's
safety record.
In 1990, in connection with an evaluation of the CEO's compensation
arrangement, termination of the CEO's employment agreement and the
cancellation of certain stock options held by the CEO, the CEO was awarded
an 87,500 share (adjusted for reverse stock split) immediately vested
incentive stock grant and a 750,000 share (adjusted for reverse stock
split) restricted incentive stock grant. The 750,000 share grant was
ratified by the stockholders in June, 1990, and shares awarded under such
grant are subject to vesting over a 10 year period. The award of such
grants was consistent with the Committee's philosophy of placing equity in
the hands of employees in order to align the interests of the employees
with those of the stockholders.
No further incentive stock grant or stock option awards were granted
to the CEO from 1991 through 1994. In 1995, in recognition of the
Company's strong financial performance relative to its industry peers and
its continued growth in accordance with its established business plan, the
CEO was awarded a stock option of 100,000 shares exercisable at the market
price of the Company's stock on the date of grant, subject to vesting over
a four year period.
18<PAGE>
The Committee has adopted a policy that any future compensation in
excess of $ 1 million must be performance based. The Committee does not
intend to pay compensation which is not deductible for federal tax
purposes.
Nominating and Compensation Committee
Morton H. Meyerson, Chairman
Dillard S. Hammett
Thomas L. Kelly II
February 21, 1996
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1989, Mr. Meyerson, chairman of the Nominating and Compensation
Committee, purchased 168,750 shares of Common Stock from the Company
pursuant to a note in the amount of $675,000. In February 1991, the Board
of Directors approved the forgiveness of unpaid interest accrued on the
note through March 1991, and agreed that future interest on the note shall
be waived so long as Mr. Meyerson is a director. Pursuant to that
arrangement, the Company forgave Mr. Meyerson $58,995 of unpaid accrued
interest in 1995. In March 1995, the Company and Mr. Meyerson modified the
arrangement whereby Mr. Meyerson could tender shares of stock in
satisfaction of the note. The modification has no material economic or
financial impact on the Company nor Mr. Meyerson.
19<PAGE>
PERFORMANCE GRAPHS - COMPARISON OF FIVE YEAR AND
THREE YEAR CUMULATIVE TOTAL RETURNS
The chart below presents a comparison of the five year cumulative
total return, assuming $100 invested on December 31, 1990 and the
reinvestment of dividends, for the Company's Common Stock, the Standard &
Poor's 500 Stock Price Index and the Dow Jones Oil Drilling Index. *
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
ENSCO International 100 55 45 135 124 230
Incorporated
S&P 500 100 130 140 155 157 215
D J Oil Drilling 100 64 71 99 84 145
The chart below presents a comparison of the three year cumulative
total return, assuming $100 invested on December 31, 1992 and the
reinvestment of dividends, for the Company's Common Stock, the Standard &
Poor's 500 Stock Price Index and the Dow Jones Oil Drilling Index. *
1992 1993 1994 1995
---- ---- ---- ----
ENSCO International 100 300 275 511
Incorporated
S&P 500 100 110 112 153
D J Oil Drilling 100 140 118 205
* The Dow Jones Oil Drilling Index is comprised of the following
companies: Global Marine, Inc., Rowan Companies, Inc., Helmerich &
Payne, Inc., Nabors Industries, Inc., ENSCO International Incorporated
and Parker Drilling Company.
20<PAGE>
PROPOSAL 2
APPROVAL OF THE COMPANY'S
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
GENERAL AND OTHER MATTERS
On February 21, 1996, the Company's Board of Directors adopted,
subject to approval by the Company's stockholders, the Company's 1996 Non-
Employee Directors Stock Option Plan (the "Directors Plan") and reserved
for issuance thereunder 300,000 shares of Common Stock. The text of the
Directors Plan is attached hereto as Appendix A. The material features of
the Directors' Plan are discussed below, but the description is subject to,
and is qualified in its entirety by, the full text of the Directors Plan.
The purpose of the Directors Plan is to provide non-employee Directors
with a proprietary interest in the Company through the granting of options
which will (a) increase the interest of such Directors in the Company's
welfare, (b) furnish incentives to non-employee Directors to continue their
services for the Company and (c) provide a means through which the Company
may attract able persons to serve on the Board of Directors. In
furtherance of this purpose, the Directors Plan authorizes the granting of
nonqualified stock options to purchase Common Stock to non-employee
Directors. The Company currently has six non-employee Directors.
Approval of the Directors Plan by the Company's stockholders is one of
the conditions of Rule 16b-3, a rule promulgated by the Securities and
Exchange Commission, that provides an exemption from the operation of the
"shortswing profit" recovery provisions of Section 16(b) of the Securities
Exchange Act of 1934 for the grant and resale of options (and the
underlying securities) and certain other transactions by Directors under
the Directors' Plan.
The Directors Plan will be administered by the Board of Directors.
Pursuant to the Directors Plan, non-employee Directors are granted options
to purchase shares of Common Stock as follows: (a) each non-employee
Director elected after the Effective Date (defined to mean February 21,
1996) who has not previously served as a Director shall be granted an
option, effective as of the Grant Date (defined to mean the date of the
annual stockholders meeting at which such Director is elected) to purchase
7,500 shares of Common Stock and (b) each other non-employee Director
elected at, or continuing to serve following, each annual stockholders
meeting, commencing with the 1996 Annual Meeting, shall be granted an
option, effective as of the Grant Date, to purchase 3,000 shares of Common
Stock. For purposes of the Directors Plan, a Director is a non-employee
Director if he or she is not an employee of the Company or any of its
subsidiaries. The Board of Directors shall interpret the Directors Plan
and has the authority to adopt such rules and regulations as it determines
to be advisable for the administration of the Plan.
21<PAGE>
The shares of Common Stock acquired upon exercise of options granted
under the Directors Plan will be authorized and unissued shares of Common
Stock. The Company's stockholders will not have any preemptive rights to
purchase or subscribe for the shares reserved for issuance under the
Directors Plan. If any option granted under the Directors Plan should
expire or terminate for any reason, other than by reason of having been
exercised in full, the unpurchased shares subject to that option will again
be available for issuance pursuant to the Directors Plan.
TERMS AND CONDITIONS
The grant of options under the Directors Plan shall be evidenced by a
written agreement between the Company and the optionee. The terms and
conditions of such agreement, including those relating to the grant, the
time of exercise and other terms of the options, must be consistent with
the Directors Plan.
Under the Directors Plan, the exercise price per share for all options
shall be equal to the average of the high and low selling price of Common
Stock of the Company on the Grant Date.
No option granted under the Directors Plan is assignable or
transferable, other than by will or by the laws of descent and
distribution. During the lifetime of an optionee, an option is exercisable
only by him or her. An option granted under the Directors Plan will not
become exercisable until six months after the date on which it is granted;
each option will remain exercisable for a period of five years after the
date on which it is granted. The unexercised portion of any option granted
to a non-employee Director under the Directors Plan will automatically
terminate sixty days after the date on which such person ceases to be
Director, except, in the case of the death or disability of such person,
the option will remain exercisable for a period of 180 days by his or her
estate or heirs in the event of death or by such person or his personal
representative in the event of disability.
To prevent dilution of the rights of a holder of an option, the
Directors Plan provides for adjustment of the number of shares of which
options may be granted, the number of shares subject to outstanding options
and the exercise price of outstanding options in the event of any
consolidation of shares, any stock dividend, recapitalization, merger,
reorganization or other capital adjustment of the Company.
OPTIONS GRANTED UNDER THE DIRECTORS' PLAN
If approved at the Annual Meeting, each of the Company's current non-
employee Directors will be granted options to purchase 3,000 shares of
Common Stock at a purchase price equal to the average of the high and low
selling price of the Common Stock on the Grant Date.
22<PAGE>
AMENDMENTS
No option may be granted under the Directors Plan after February 20,
2006, and any option outstanding on such date will remain outstanding until
it has either expired or has been exercised. The Board of Directors may
amend, suspend or terminate the Directors Plan at any time, provided that
such amendment may not adversely affect the rights of an optionee under an
outstanding option without the affected optionee's written consent. In
addition, no such amendment may: (a) without first obtaining stockholder
approval, materially increase the benefits accruing to participants,
materially increase the number of shares of Common Stock that may be
issued, materially modify the requirements for eligibility for
participation, or involve any other change or modification requiring
stockholder approval under Rule 16b-3 under the Securities Exchange Act of
1934; or (b) give discretion to the Board of Directors with respect to the
grant of options or extend the termination date of the Directors Plan.
FEDERAL INCOME TAX CONSEQUENCES
The Directors Plan is not qualified under the provisions of Section
401(a) of the Internal Revenue Code of 1986, as amended, nor is it subject
to any of the provisions of the Employee Retirement Income Security Act of
1974, as amended. An optionee granted an option under the Directors Plan
will generally recognize, at the date of exercise of such option, ordinary
income equal to the difference between the exercise price and the fair
market value of the shares of Common Stock subject to the option. This
taxable ordinary income will be subject to Federal income tax withholding
and the Company will be entitled to a deduction for Federal income tax
purposes equal to the amount of ordinary income recognized by the optionee,
provided that such amount constitutes an ordinary and necessary business
expense to the Company and is reasonable.
23<PAGE>
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Number of Options
Name Dollar Value <F1> Granted <F2>
--------------------- ----------------- -----------------
<S> <C> <C>
Craig I. Fields -0- 3,000
Orville D. Gaither -0- 3,000
Gerald W. Haddock -0- 3,000
Dillard S. Hammett -0- 3,000
Thomas L. Kelly II -0- 3,000
Morton H. Meyerson -0- 3,000
Non-employee Directors as a Group -0- 18,000
<FN>
<F1> At the date of the grant, the value of the shares covered by the
option shall equal the fair market value of the shares on that
date.
<F2> Subject to stockholder approval; the table reflects the number of
options that would have been granted during 1995 had the Directors
Plan been in effect that year.
</FN>
</TABLE>
VOTE REQUIRED FOR APPROVAL AND RECOMMENDATION
The Board of Directors approved the Directors Plan and is recommending
its approval by the stockholders because it believes that the Directors
Plan, as proposed, is in the Company's best interests. The affirmative
vote of the holders of a majority of the outstanding shares of Common
Stock, present in person or represented by proxy, will be required for
approval of the Directors Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL AND RECOMMENDATION
OF THE 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN.
24<PAGE>
PROPOSAL 3
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
has approved the appointment of Price Waterhouse LLP as the Company's
independent accountants for the year ending December 31, 1996.
Representatives of Price Waterhouse LLP will attend the Meeting and
will be provided with the opportunity to make a statement if they so desire
and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE APPOINTMENT
OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS.
GENERAL AND OTHER MATTERS
The Company believes that Proposals 1, 2 and 3 are the only matters
that will be brought before the Meeting. However, if other matters are
properly presented at the Meeting, it is intended that the persons named in
the accompanying Proxy will vote in accordance with their best judgment on
such matters.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT
The Company's executive officers and directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership in the company's common stock with the Securities and Exchange
Commission and the New York Stock Exchange. Copies of those reports must
also be furnished to the Company.
INFORMATION CONCERNING STOCKHOLDER PROPOSALS
A holder of the Company's securities intending to present a proposal at
the 1997 Annual Meeting must deliver such proposal, in writing, to the
Company's principal executive offices no later than December 13, 1996. The
proposal should be delivered to the Company by Certified Mail-Return
Receipt Requested.
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 1995 has been, or is being, mailed to Stockholders with
the Proxy Statement. The Annual Report to Stockholders does not constitute
a part of the proxy soliciting material.
Whether or not you intend to be present at the Meeting, you are urged
to return your Proxy promptly. If you are present at the Meeting and wish
to vote your stock in person, your Proxy shall, at your request, be
returned to you at the Meeting.
25<PAGE>
APPENDIX A
ENSCO INTERNATIONAL INCORPORATED
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
INTRODUCTION
On February 21, 1996 (the "Effective Date") the Board of Directors
of ENSCO International Incorporated (the "Company") adopted the following
1996 Non-Employee Directors Stock Option Plan:
1. PURPOSE. The purpose of the Plan is to provide Non-Employee
Directors of the Company with a proprietary interest in the Company
through the granting of options which will
(a) increase the interest of the Non-Employee Directors in
the Company's welfare;
(b) furnish an incentive to the Non-Employee Directors to
continue their services for the Company; and
(c) provide a means through which the Company may attract
able persons to serve on the Board.
2. ADMINISTRATION. The Plan will be administered by the Board.
3. PARTICIPANTS. All Non-Employee Directors of the Company are
to be granted options under the Plan, and upon such grant will become
participants in the Plan.
4. SHARES SUBJECT TO PLAN. Options may not be granted under
the Plan for more than 300,000 shares of Common Stock of the Company,
but this number shall be adjusted to reflect, if deemed appropriate by
the Board, any stock dividend, stock split, share combination, reca-
pitalization or the like, of or by the Company. Shares to be optioned
and sold may be made available from either authorized but unissued
Common Stock or Common Stock held by the Company in its treasury.
Shares that by reason of the expiration of an option or otherwise are
no longer subject to purchase pursuant to an option granted under the
Plan may be reoffered under the Plan.
5. ALLOTMENT OF SHARES. Subject to approval by the Company's
stockholders pursuant to Section 5(d), grants of options under the
Plan shall be as described in this Section 5.
(a) Each Non-Employee Director of the Company elected after
the Effective Date at the annual stockholders meeting who has not
previously served as a director of the Company shall be granted
an option, effective as of the Grant Date, to purchase 7,500
shares of Common Stock of the Company.
1<PAGE>
(b) Each Non-Employee Director of the Company appointed
after the Effective Date to fill a vacancy in the Board who has
not previously served as a director of the Company shall be
granted an option, effective as of the Grant Date, to purchase
7,500 shares of Common Stock of the Company.
(c) Each other Non-Employee Director of the Company elected
at, or continuing to serve following, each annual stockholders
meeting, commencing with the 1996 annual meeting, shall be
granted an option, effective as of the Grant Date, to purchase
3,000 shares of Common Stock of the Company.
(d) The Plan shall be submitted to the Company's
stockholders for approval. The Board may grant options under the
Plan prior to the time of stockholder approval, which options
will be effective when granted, but if for any reason the
stockholders of the Company do not approve the Plan prior to one
year after the date of adoption of the Plan by the Board, all
options granted under the Plan will be terminated and of no
effect, and no option may be exercised in whole or in part prior
to such stockholder approval.
6. GRANT OF OPTIONS. All options under the Plan shall be
automatically granted as provided in Section 5. The grant of options
shall be evidenced by stock option agreements containing such terms
and provisions as are approved by the Board, but not inconsistent with
the Plan. The Company shall execute stock option agreements upon
instructions from the Board.
7. OPTION PRICE. The exercise price of each share of Common
Stock covered by an option under the Plan shall be equal to the Fair
Market Value of a share of Common Stock on the Grant Date.
8. OPTION PERIOD. The Option Period will begin on the Grant
Date and will terminate at the first of the following:
(a) 5 p.m. on the fifth anniversary of the Grant Date.
(b) 5 p.m. on the date 180 days following the date of the
Non-Employee Director's death or disability.
2<PAGE>
(c) 5 p.m. on the date 60 days following the date the Non-
Employee Director ceases to be a director of the Company for any
reason other than death or disability.
9. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a participant
dies or becomes disabled prior to termination of his right to exercise
an option in accordance with the provisions of his stock option agree-
ment without having totally exercised the option, the option may be
exercised to the extent the participant could have exercised the
option on the date of his death or disability at any time prior to the
earlier of the dates specified in Section 8(a) or (b) hereof by (i)
the participant's estate or by the person who acquired the right to
exercise the option by bequest or inheritance or by reason of the
death of the participant in the event of the participant's death, or
(ii) the participant or his personal representative in the event of
the participant's disability, subject to the other terms of the Plan
and applicable laws, rules and regulations. For purposes of the Plan,
the Board shall determine the date of disability of a participant.
10. PAYMENT. Full payment for shares purchased upon exercising
an option shall be made in cash or by check or by tendering shares of
Common Stock at the Fair Market Value per share at the time of
exercise, or on such other terms as are set forth in the applicable
option agreement. No shares may be issued until full payment of the
purchase price therefor has been made, and a participant will have
none of the rights of a stockholder until shares are issued to him.
In addition, the participant shall tender payment of the amount as may
be requested by the Company for the purpose of satisfying its
liability to withhold federal, state or local income or other taxes
incurred by reason of the exercise of an option.
11. VESTING.
(a) Each option will become fully vested and exercisable on
the date which is six months after the Grant Date.
(b) In no event may an option be exercised or shares be
issued pursuant to an option if any requisite action, approval or
consent of any governmental authority of any kind having
jurisdiction over the exercise of options shall not have been
taken or secured.
12. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of
shares of Common Stock covered by each outstanding option granted
under the Plan and the option price thereof, and the number of shares
to be granted pursuant to Section 5 and the option price thereof,
shall be adjusted to reflect, as deemed appropriate by the Board, any
stock dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like, of or by the Company.
3<PAGE>
If (a) the Company shall be party to a merger or consolidation in
which (i) the Company is not the surviving entity, or (ii) the Company
survives only as a subsidiary of an entity other than a previously-
owned subsidiary of the Company, or (iii) the Company survives but the
Common Stock is exchanged or converted into any securities or
property, (b) the Company sells, leases or exchanges or agrees to
sell, lease or exchange all or substantially all of its assets to any
person or entity (other than a wholly-owned subsidiary of the Company)
or (c) the Company is to be dissolved and liquidated (each such event
is referred to herein as a "Corporate Change"), then effective as of
the earlier of (A) the date of approval by the stockholders of the
Company of such Corporate Change or (B) the date of such Corporate
Change, (1) in the event of any such merger or consolidation and upon
any exercise of any outstanding option, the participant shall be
entitled to purchase, in lieu of the number of shares of Common Stock
as to which such option shall then be exercisable, the number and
class of shares of stock or other securities or property to which the
participant would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to such
merger or consolidation the participant had been the holder of record
of the number of shares of Common Stock as to which such option is
then exercisable, and (2) in the event of any such sale, lease or
exchange of assets or dissolution, each participant shall surrender
his options to the Company and the Company shall cancel such options
and pay to each participant an amount of cash per share equal to the
excess of the per share price offered to stockholders of the Company
in any such sale, lease or exchange of assets or dissolution
transaction for the shares subject to such options over the exercise
price(s) under such options for such shares.
13. NON-ASSIGNABILITY. Options may not be transferred other
than by will or by the laws of descent and distribution. Except as
otherwise provided in the Plan, during a participant's lifetime,
options granted to a participant may be exercised only by the
participant.
14. INTERPRETATION. The Board shall interpret the Plan and
shall prescribe such rules and regulations in connection with the
operation of the Plan as it determines to be advisable for the
administration of the Plan. The Board may rescind and amend its rules
and regulations.
15. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or
discontinued by the Board without the approval of the stockholders of
the Company, except that any amendment that would (a) materially
increase the benefits accruing to participants under the Plan, (b)
materially increase the number of securities that may be issued under
the Plan, or (c) materially modify the requirements of eligibility for
participation in the Plan, must be approved by the stockholders of the
Company. In addition, the Plan shall not be amended more than once
every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
4<PAGE>
16. EFFECT OF PLAN. Neither the adoption of the Plan nor any
action of the Board shall be deemed to give any director any right to
be granted an option to purchase Common Stock of the Company or any
other rights except as may be evidenced by the stock option agreement,
or any amendment thereto, duly authorized by the Board and executed on
behalf of the Company, and then only to the extent and on the terms
and conditions expressly set forth therein.
17. TERM. Unless sooner terminated by action of the Board, the
Plan will terminate on February 20, 2006. The Board may not grant
options under the Plan after that date, but options granted before
that date will continue to be effective in accordance with their
terms.
18. DEFINITIONS. For the purposes of the Plan, unless the
context requires otherwise, the following terms shall have the
meanings indicated:
(a) "Board" means the board of directors of the Company or
any committee of the Board appointed by the Board to administer
the Plan or any portion of the Plan.
(b) "Common Stock" means the Common Stock which the Company
is currently authorized to issue or may in the future be
authorized to issue (as long as the common stock varies from that
currently authorized, if at all, only in amount of par value).
(c) "Fair Market Value " means, as of any specified date,
the average between the high and low sales price of the Common
Stock on the New York Stock Exchange (or, if the Common Stock is
not then listed on such exchange, such other national stock
exchange on which the Common Stock is then listed) on that date.
If the Common Stock is not then listed on any national securities
exchange but is traded over the counter at the time a
determination of its Fair Market Value is required to be made
hereunder, its Fair Market Value shall be deemed to be equal to
the average between the reported high and low sales prices of
Common Stock on the specified date. If the Common Stock is not
publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its Fair
Market Value shall be made by the Board in such manner as it
deems appropriate.
(d) "Grant Date" means, with respect to an option, the date
of the annual stockholders meeting at which the Non-Employee
Director is elected or the date of the Board meeting at which the
Non-Employee Director is appointed to fill a vacancy in the
Board, whichever is applicable, and, as a consequence thereof, is
granted that option.
(e) "Non-Employee Director" means a director of the Company
who is not an employee of the Company or any of its subsidiaries.
5<PAGE>
(f) "Option Period" means the period during which an option
may be exercised.
(g) "Plan" means this Non-Employee Directors Stock Option
Plan, as amended from time to time.
6<PAGE>
PROXY CARD:
- ----------
PROXY
ENSCO INTERNATIONAL INCORPORATED
Board of Directors Proxy for the Annual Meeting
of Stockholders at 10:00 a.m., Tuesday, May 21, 1996
Fairmont Hotel, 1717 North Akard Street
Dallas, Texas 75201
The undersigned stockholder of ENSCO International Incorporated (the
"Company") hereby appoints C. Christopher Gaut and William S. Chadwick, Jr.
or either of them, as proxies, each with full power of substitution, to
vote the shares of the undersigned at the above-stated Annual Meeting and
at any adjournment(s) thereof:
(Please sign on the reverse side)
[X] Please mark your votes as in this example.
FOR all nominees
named at the right
(except as provided to
the contrary below.)
For Against Abstain
1. Election of
Class II
Directors [ ] [ ] [ ]
Nominees: Craig I. Fields
Morton H. Meyerson
Richard A. Wilson
(INSTRUCTION: To vote against any individual
nominee, strike a line through the nominee's
name in the list at right.)
For Against Abstain
2. Approval of the 1996 Non-Employee
Directors Stock Option Plan. [ ] [ ] [ ]
For Against Abstain
3. Approval of the appointment of Price
Waterhouse LLP as independent
accountants for 1996. [ ] [ ] [ ]
4. On any other business that may properly come before the meeting, in
the discretion of the proxies; hereby revoking any proxy or proxies
heretofore given by the undersigned.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREIN. IF A CHOICE IS
NOT INDICATED WITH RESPECT TO ITEMS (1), (2) AND (3), THIS PROXY WILL BE
VOTED "FOR" SUCH ITEMS. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT
TO ANY MATTER REFERRED TO IN ITEM (4). THIS PROXY IS REVOCABLE AT ANY TIME
BEFORE IT IS EXERCISED.
PLEASE SIGN, DATE AND MAIL TODAY.
Change of Address/Comments
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Signature of Stockholder(s)
___________________________ ___________________________
(Signature if Held Jointly)
Date: _______________ 1996
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s)
on this card. When signing as attorney, trustee, executor, administrator,
guardian or corporate officer, please give your FULL title.
<PAGE>
