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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 1997
ENSCO INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-8097 76-0232579
(Commission File Number) (IRS Employer
Identification No.)
2700 Fountain Place, 1445 Ross Avenue, Dallas, Texas 75202-2792
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (214) 922-1500
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Item 5. Other Events
On March 3, 1997, the Board of Directors of ENSCO International
Incorporated (formerly known as Energy Service Company, Inc.) (the
"Company") amended the Shareholder Rights Plan of the Company (the"Rights
Plan") to increase the Purchase Price defined in Section 7(b) of the Rights
Plan from $50.00 for each one one-hundredth of a share of preferred stock
purchasable upon the exercise of a Right to $250.00 for each one one-
hundredth of a share of preferred stock purchasable upon the exercise of a
Right, subject to adjustment.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit
Number Description
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4.1 Rights Agreement, dated as of February 21, 1995,
between the Company and American Stock Transfer &
Trust Company, as Rights Agent, which includes as
Exhibit A the Form of Certificate of Designations
of Series A Junior Participating Preferred Stock
of the Company, as Exhibit B the Form of Right
Certificate, and as Exhibit C the Summary of
Rights to Purchase Shares of Preferred Stock of
the Company (incorporated herein by reference
from Exhibit 1 to Form 8-A of ENSCO International
Incorporated (formerly known as Energy Service
Company, Inc.) filed with the Securities and
Exchange Commission on February 23, 1995).
4.2 First Amendment to Rights Agreement dated as of
March 3,1997, between ENSCO International
Incorporated and American Stock Transfer & Trust
Company, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ENSCO INTERNATIONAL INCORPORATED
Date: March 3, 1997 By: /s/ H. E. MALONE
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Name: H. E. Malone
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Title: Chief Accounting Officer
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EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of March 3, 1997 (the "Amendment"), is
between ENSCO International Incorporated (formerly known as Energy Service
Company, Inc.), a Delaware corporation (the "Company"), and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Rights Agent and Energy Service Company, Inc., now known
as ENSCO International Incorporated, are parties to a Rights Agreement
dated as of February 21, 1995 (the "Agreement"); and
WHEREAS, pursuant to Section 27 of the Agreement, the Company and the
Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. AMENDMENTS TO REFLECT NAME CHANGE. Each reference to
"Energy Service Company, Inc." contained on the cover page of the
Agreement, the first paragraph on page 1 of the Agreement, the legend in
Section 3(c) of the Agreement, Section 26 of the Agreement, the attestation
of the Agreement on page 37 and in Exhibits A, B and C to the Agreement is
hereby amended and restated in its entirety to read "ENSCO INTERNATIONAL
INCORPORATED (formerly known as Energy Service Company, Inc.)".
Section 2. AMENDMENT TO SECTION 3(C) OF THE AGREEMENT. Section 3(c)
of the Agreement is hereby amended by deleting the reference to "the Record
Date" in the fourth line thereof and substituting in its place "May 23,
1995", and deleting each reference to "Energy Service Company, Inc." in the
form of legend included in such section and substituting in its place
"ENSCO International Incorporated".
Section 3. AMENDMENT TO SECTION 7(B) OF THE AGREEMENT. Section 7(b)
of the Agreement is hereby amended by deleting the reference to "$50.00" in
the first line of such subsection and replacing it with "$250.00".
Section 4. AMENDMENT TO EXHIBIT B OF THE AGREEMENT. Exhibit B of the
Agreement is hereby amended by deleting the reference to "$50.00" in the
fourth line of the carry-over paragraph on page B-2 thereof and replacing
it with "$250.00".
Section 5. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected, impaired
or invalidated.
Section 6. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such<PAGE>
State applicable to contracts made and to be performed entirely within such
State.
Section 7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
Section 8. EFFECT OF AMENDMENT. Except as expressly modified herein,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
ENSCO INTERNATIONAL
INCORPORATED (formerly known as
Attest: Energy Service Company, Inc.)
By: /s/ ROBERT O. ISAAC By: /s/ WILLIAM S. CHADWICK
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Name: Robert O. Isaac Name: William S. Chadwick
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Title: Assistant Secretary Title: Vice President & Secretary
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Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ CARLOS PINTO By: /s/ CAROLYN B. O'NEILL
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Name: Carlos Pinto Name: Carolyn B. O'Neill
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Title: Vice President Title: Vice President
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