UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
--------------------------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from . . . . . . . . . . to . . . . . . . . . .
Commission File Number 1-8097
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 No.)
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 922-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $.10 New York Stock Exchange
Preferred Share Purchase Right New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of January 30, 1998, 142,254,446 shares of the registrant's common stock were
outstanding. The aggregate market value of the common stock (based upon the
closing price on the New York Stock Exchange on January 30, 1998 of $27.125) of
ENSCO International Incorporated held by nonaffiliates of the registrant at that
date was approximately $2,710,777,535.
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the Company's definitive proxy statement, which involves the
election of directors and is to be filed under the Securities Exchange Act of
1934 within 120 days of the end of the Company's fiscal year on December 31,
1997, are incorporated by reference into Part III hereof. Except for those
portions specifically incorporated by reference herein, such document shall not
be deemed to be filed with the Commission as part of this Form 10-K.
<PAGE>
EXPLANATORY STATEMENT
ENSCO International Incorporated's Annual Report for the year ended December 31,
1997 on Form 10-K is being amended in order to include as exhibits restated
Financial Data Schedules for certain periods as required in Regulation S-K Item
601(c)(2)(iii). The restatement is due to a change in accounting principle,
specifically, Statement of Financial Accounting Standards No. 128, "Earnings per
Share". Pursuant to Item 601(c)(1)(iv) of Regulation S-K, the Financial Data
Schedules are not deemed to be "filed" for purposes of Section 11 of the
Securities Act of 1933, as amended, or Section 18 of the Securities Exchange
Act of 1934, as amended.
Item 14 of Part IV, Exhibits, Financial Statement Schedules and Reports on Form
8-K, is hereby amended and restated in its entirety as set forth below.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial statements, financial statement schedules and exhibits filed as
part of this report:
(1) Financial Statements of ENSCO International Incorporated Page
Report of Independent Accountants - Price Waterhouse LLP.... 21
Consolidated Statement of Income............................ 22
Consolidated Balance Sheet.................................. 23
Consolidated Statement of Cash Flows........................ 24
Notes to Consolidated Financial Statements.................. 25
(2) Exhibits
The following instruments are included as exhibits to this Report.
Exhibits incorporated by reference are so indicated by parenthetical
information.
Exhibit No. Document
- ----------- --------
2.1 - Agreement and Plan of Merger, dated March 21, 1996, between ENSCO
International Incorporated, DDC Acquisition Company and DUAL DRILLING
COMPANY (incorporated by reference to Exhibit 99.7 to the Registrant's
Form 8-K dated March 21, 1996, File No. 1-8097).
2.2 - Principal Stockholder Agreement between ENSCO International
Incorporated and Dual Invest AS (incorporated by reference to Exhibit
99.8 to the Registrant's Form 8-K dated March 21, 1996, File No.
1-8097).
2.3 - Amendment No. 1 to Agreement and Plan of Merger, dated May 7, 1996,
between ENSCO International Incorporated, DDC Acquisition Company and
DUAL DRILLING COMPANY (incorporated by reference to Exhibit 2.2 of
Amendment No. 1 to the Registrant's Registration Statement on Form S-4
filed May 10, 1996, Registration No. 333-3411).
3.1 - Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, File No. 1-8097).
3.2 - Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, File No. 1-8097).
4.1 - Indenture, dated November 20, 1997, between the Company and Bankers
Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to
the Registrant's Current Report on Form 8-K dated November 24, 1997,
File No 1-8097).
4.2 - First Supplemental Indenture, dated November 20, 1997, between the
Company and Bankers Trust Company, as trustee, supplementing the
Indenture dated as of November 20, 1997 (incorporated by reference to
Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated
November 24, 1997, File No 1-8097).
<PAGE>
Exhibit No. Document
- ----------- --------
4.3 - Form of Note (incorporated by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K dated November 24, 1997, File
No. 1-8097).
4.4 - Form of Debenture (incorporated by reference to Exhibit 4.4 to the
Registrant's Current Report on Form 8-K dated November 24, 1997, File
No. 1-8097).
4.5 - Rights Agreement, dated 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 ENSCO International
Incorporated, as Exhibit B the Form of Right Certificate, and as
Exhibit C the Summary of Rights to Purchase Shares of Preferred Stock
of ENSCO International Incorporated (incorporated by reference to
Exhibit 4 to Registrant's Form 8-K dated February 21, 1995, File No.
1-8097).
4.6 - First Amendment to Rights Agreement, dated March 3, 1997, between
ENSCO International Incorporated and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 4.2 to
the Registrant's Current Report on Form 8-K dated March 3, 1997, File
No. 1-8097).
4.7 - Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to Exhibit
4.6 to the Registrant's Annual Report on Form 10-K/A for the year
ended December 31, 1995, File No. 1-8097).
10.1 - ENSCO Incentive Plan, as amended (incorporated by reference to
Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-8097).
10.2 - Amendment to ENSCO Incentive Plan, dated November 11, 1997
(previously filed as Exhibit 10.2 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997, File No. 1-8097).
10.3 - Restricted Stock Agreement effective as of June 10, 1987 between
Morton H. Meyerson and the Company (incorporated by reference to
Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992, File No. 1-8097).
10.4 - Restricted Stock Agreement effective as of May 31, 1988 between
Morton H. Meyerson and the Company (incorporated by reference to
Exhibit 19.2 to the Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 1988, File No. 1-8097).
10.5 - Termination of Pledge Agreement and Amendment of Restricted Stock
Agreement, dated March 1, 1991, by and between Morton H. Meyerson and
the Company (incorporated by reference to Exhibit 10.108 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1990, File No. 1-8097).
10.6 - First Amendment, dated March 1, 1991, to the Promissory Note dated
July 19, 1988 in the original principal amount of $675,000 between
Morton H. Meyerson and the Company (incorporated by reference to
Exhibit 10.109 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990, File No. 1-8097).
10.7 - Supplemental Compensation Agreement, dated March 1, 1991, between
Morton H. Meyerson and the Company (incorporated by reference to
Exhibit 10.110 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990, File No. 1-8097).
10.8 - Second Amendment, dated September 14, 1995, to the Promissory Note
dated July 19, 1988 in the original principal amount of $675,000
between Morton H. Meyerson and the Company (incorporated by reference
to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995, File No. 1-8097).
<PAGE>
Exhibit No. Document
- ----------- --------
10.9 - Letter Agreement, dated January 8, 1997, by and between Morton H.
Meyerson and the Company (incorporated by reference to Exhibit 10.24
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, File No. 1-8097).
10.10 - Construction and Purchase Agreement dated as of February 3, 1992
between Nissho Iwai Hong Kong Corporation Limited as Purchaser and
ENSCO Drilling Company as Contractor (incorporated by reference to
Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-8097).
10.11 - Sale and Financing Agreement dated as of February 3, 1992 between
ENSCO Drilling Venezuela, Inc. as Purchaser and Nissho Iwai Hong Kong
Corporation Limited as Seller (incorporated by reference to Exhibit
10.22 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, File No. 1-8097).
10.12 - Construction and Purchase Agreement dated November 12, 1993, by and
between ENSCO Drilling Company and Nissho Iwai Hong Kong Corporation
Limited (incorporated by reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993, File No. 1-8097).
10.13 - Sale and Financing Agreement dated November 12, 1993, by and between
Nissho Iwai Hong Kong Corporation Limited and ENSCO Drilling
Venezuela, Inc. (incorporated by reference to Exhibit 10.29 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993, File No. 1-8097).
10.14 - Loan Agreement dated October 14, 1993, by and among ENSCO Marine
Company and The CIT Group/Equipment Financing, Inc. (incorporated by
reference to Exhibit 10.27 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, File No. 1-8097).
10.15 - Partial Satisfaction of Mortgage, dated November 29, 1994, between
Wilmington Trust Company, as trustee for the benefit of The CIT
Group/Equipment Financing, Inc., and ENSCO Marine Company
(incorporated by reference to Exhibit 10.30 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994, File No.
1-8097).
10.16 - Modification and Amendment of First Preferred Fleet Ship Mortgage,
dated January 23, 1995, by ENSCO Marine Company and Wilmington Trust
Company, as trustee for the benefit of The CIT Group/Equipment
Financing, Inc. (incorporated by reference to Exhibit 10.31 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994, File No. 1-8097).
10.17 - ENSCO Savings Plan, as revised and restated (previously filed as
Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 1-8097).
10.18 - ENSCO Supplemental Executive Retirement Plan, as amended and
restated (previously filed as Exhibit 10.18 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997, File No.
1-8097).
10.19 - Indemnification Agreement between the Company and its officers and
directors (previously filed as Exhibit 10.19 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997, File
No. 1-8097).
21.1 - Subsidiaries of the Registrant (previously filed as Exhibit
21.1 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-8097).
23.1 - Consent of Price Waterhouse LLP (previously filed as Exhibit 23.1
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-8097).
27.1 - Financial Data Schedule - December 31, 1997 (previously filed as
Exhibit 27.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 1-8097).
<PAGE>
Exhibit No. Document
- ----------- --------
*27.2 - Restated Financial Data Schedules - March 31, 1997, June 30, 1997
and September 30, 1997.
*27.3 - Restated Financial Data Schedules - March 31, 1996, June 30, 1996,
September 30, 1996 and December 31, 1996.
*27.4 - Restated Financial Data Schedule - December 31, 1995.
- --------------
*Filed herewith
Executive Compensation Plans and Arrangements
The following is a list of all executive compensation plans and
arrangements required to be filed as an exhibit to this Form 10-K:
1. ENSCO Incentive Plan, as amended (filed as Exhibit 10.1 hereto and
incorporated by reference to Exhibit 10.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 1-8097).
2. Amendment to ENSCO Incentive Plan, dated November 11, 1997
(filed as Exhibit 10.2 hereto and previously filed as Exhibit 10.2
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-8097).
3. Restricted Stock Agreement effective as of June 10, 1987 between
Morton H. Meyerson and the Company (filed as Exhibit 10.3 hereto
and incorporated by reference to Exhibit 10.6 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992,
File No. 1-8097).
4. Restricted Stock Agreement effective as of May 31, 1988 between
Morton H. Meyerson and the Company (filed as Exhibit 10.4 hereto
and incorporated by reference to Exhibit 19.2 to the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30,
1988, File No. 1-8097).
5. Termination of Pledge Agreement and Amendment of Restricted Stock
Agreement, dated March 1, 1991, by and between Morton H. Meyerson
and the Company (filed as Exhibit 10.5 hereto and incorporated by
reference to Exhibit 10.108 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990, File No. 1-8097).
6. First Amendment, dated March 1, 1991, to the Promissory Note dated
July 19, 1988 in the original principal amount of $675,000 between
Morton H. Meyerson and the Company (filed as Exhibit 10.6 hereto
and incorporated by reference to Exhibit 10.109 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990,
File No. 1-8097).
7. Supplemental Compensation Agreement, dated March 1, 1991, between
Morton H. Meyerson and the Company (filed as Exhibit 10.7 hereto
and incorporated by reference to Exhibit 10.110 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990,
File No. 1-8097).
8. Second Amendment, dated September 14, 1995, to the Promissory Note
dated July 19, 1988 in the original principal amount of $675,000
between Morton H. Meyerson and the Company (filed as Exhibit 10.8
hereto and incorporated by reference to Exhibit 10.24 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1995, File No. 1-8097).
9. Letter Agreement, dated January 8, 1997, by and between Morton H.
Meyerson and the Company (filed as Exhibit 10.9 hereto and
incorporated by reference to Exhibit 10.15 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996,
File No. 1-8097).
10. ENSCO Supplemental Executive Retirement Plan, as amended and
restated (filed as Exhibit 10.18 hereto and previously filed as
Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997, File No. 1-8097).
<PAGE>
The Company will furnish to the Securities and Exchange Commission upon
request, all constituent instruments defining the rights of holders of long-term
debt of the Company not filed herewith as permitted by paragraph 4(iii)(A) of
Item 601 of Regulation S-K.
(b) Reports on Form 8-K
On November 24, 1997, the Company filed a Current Report on Form
8-K for the purpose of filing certain exhibits related to the
Company's public debt offering of $150.0 million of 6.75% Notes due
November 15, 2007 and $150.0 million of 7.20% Debentures due
November 15, 2027.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on June 29, 1998.
ENSCO International Incorporated
(Registrant)
/s/ C. CHRISTOPHER GAUT
-------------------------------------
C. Christopher Gaut
Vice President and
Chief Financial Officer
/s/ H. E. MALONE
-------------------------------------
H. E. Malone
Vice President, Controller and
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains the restated summary financial information of ENSCO
International Incorporated for the periods noted. Only the (EPS-PRIMARY) and
(EPS-DILUTED) tags have been restated. Restatement is due to a change in
accounting principle, specifically Statement of Financial Accounting Standards
No. 128, "Earnings per Share".
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 87,544 71,715 121,697
<SECURITIES> 0 0 0
<RECEIVABLES> 126,235 145,328 166,216
<ALLOWANCES> 2,122 2,721 3,279
<INVENTORY> 2,589 2,902 3,135
<CURRENT-ASSETS> 228,710 230,623 303,844
<PP&E> 1,280,123 1,361,834 1,387,727
<DEPRECIATION> 280,394 304,944 330,708
<TOTAL-ASSETS> 1,339,780 1,413,800 1,486,922
<CURRENT-LIABILITIES> 102,321 119,458 122,700
<BONDS> 235,590 215,553 209,259
0 0 0
0 0 0
<COMMON> 7,725 7,733 15,509
<OTHER-SE> 874,683 927,490 984,898
<TOTAL-LIABILITY-AND-EQUITY> 1,339,780 1,413,800 1,486,922
<SALES> 0 0 0
<TOTAL-REVENUES> 161,600 357,018 580,343
<CGS> 0 0 0
<TOTAL-COSTS> 70,111 147,268 227,659
<OTHER-EXPENSES> 27,267 56,851 87,418
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 5,857 10,663 15,669
<INCOME-PRETAX> 59,870 145,097 253,813
<INCOME-TAX> 22,665 54,816 95,217
<INCOME-CONTINUING> 36,277 88,503 156,307
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 36,277 88,503 156,307
<EPS-PRIMARY> .26 .63 1.11
<EPS-DILUTED> .25 .62 1.10
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains the restated summary financial information of ENSCO
International Incorporated for the periods noted. Only the (EPS-PRIMARY) and
(EPS-DILUTED) tags have been restated. Restatement is due to a change in
accounting principle, specifically Statement of Financial Accounting Standards
No. 128, "Earnings per Share".
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996 DEC-31-1996
<CASH> 75,154 76,743 89,521 80,698
<SECURITIES> 0 0 0 0
<RECEIVABLES> 65,746 98,048 96,857 112,752
<ALLOWANCES> 675 1,015 1,341 1,719
<INVENTORY> 2,322 4,516 2,434 2,112
<CURRENT-ASSETS> 161,812 200,913 199,552 211,399
<PP&E> 843,943 1,153,187 1,181,500 1,248,873
<DEPRECIATION> 201,450 218,982 234,524 257,284
<TOTAL-ASSETS> 824,620 1,241,862 1,250,370 1,315,420
<CURRENT-LIABILITIES> 77,922 103,164 104,403 103,880
<BONDS> 150,518 272,988 253,524 258,635
0 0 0 0
0 0 0 0
<COMMON> 6,695 7,706 7,708 7,718
<OTHER-SE> 540,142 779,406 807,004 838,233
<TOTAL-LIABILITY-AND-EQUITY> 824,620 1,241,862 1,250,370 1,315,420
<SALES> 0 0 0 0
<TOTAL-REVENUES> 84,546 181,795 316,383 468,833
<CGS> 0 0 0 0
<TOTAL-COSTS> 43,524 92,751 157,552 227,315
<OTHER-EXPENSES> 18,589 39,419 65,840 92,779
<LOSS-PROVISION> 211 454 788 0
<INTEREST-EXPENSE> 4,049 8,436 14,755 20,888
<INCOME-PRETAX> 19,884 51,245 92,146 142,680
<INCOME-TAX> 4,767 13,616 26,595 44,009
<INCOME-CONTINUING> 14,690 36,271 63,483 95,400
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 14,690 36,271 63,483 95,400
<EPS-PRIMARY> .12 .30 .49 .73
<EPS-DILUTED> .12 .29 .49 .72
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains the restated summary financial information of ENSCO
International Incorporated for the periods noted. Only the (EPS-PRIMARY)
and (EPS-DILUTED) tags have been restated. Restatement is due to a change in
accounting principle, specifically Statement of Financial Accounting Standards
No. 128, "Earnings per Share".
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 77,064
<SECURITIES> 5,000
<RECEIVABLES> 61,261
<ALLOWANCES> 465
<INVENTORY> 2,259
<CURRENT-ASSETS> 165,753
<PP&E> 818,266
<DEPRECIATION> 185,334
<TOTAL-ASSETS> 821,451
<CURRENT-LIABILITIES> 86,808
<BONDS> 159,201
0
0
<COMMON> 6,689
<OTHER-SE> 524,560
<TOTAL-LIABILITY-AND-EQUITY> 821,451
<SALES> 0
<TOTAL-REVENUES> 279,114
<CGS> 0
<TOTAL-COSTS> 155,960
<OTHER-EXPENSES> 67,959
<LOSS-PROVISION> 698
<INTEREST-EXPENSE> 16,564
<INCOME-PRETAX> 47,339
<INCOME-TAX> 3,397
<INCOME-CONTINUING> 41,763
<DISCONTINUED> 6,296
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,059
<EPS-PRIMARY> .40
<EPS-DILUTED> .40
</TABLE>
