<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
PARKER DRILLING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter
KATHY J. KUCHARSKI
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify 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> 2
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
DECEMBER 13, 1995
10:00 A.M., CENTRAL STANDARD TIME
PARKER BUILDING
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103
<PAGE> 3
LOGO
ROBERT L. PARKER
Chairman
Dear Stockholders:
On behalf of your board of directors and management, I cordially invite you
to attend the Annual Meeting of Stockholders of Parker Drilling Company to be
held on Wednesday, December 13, 1995, at 10:00 a.m., in the Parker Building
auditorium, Eight East Third Street, Tulsa, Oklahoma.
The principal items of business will be the election of two directors and
the ratification of Coopers & Lybrand L.L.P. as independent accountants. The
board of directors unanimously recommends a vote for the nominees and the
independent accountants.
Information about the nominees as well as other important information is
set forth in the accompanying Notice of Annual Meeting and Proxy Statement,
which you are urged to read.
It is important that your shares be represented at the meeting whether or
not you plan to attend and regardless of the number of shares you own.
Accordingly, please sign, date and mail promptly the enclosed proxy in the
return envelope.
Thank you for your continued support of Parker Drilling Company.
Sincerely,
/s/ ROBERT L. PARKER
ROBERT L. PARKER
Chairman
EIGHT EAST THIRD STREET - TULSA, OKLAHOMA 74103 - 918-585-8221 - FAX
918-585-1058 - INTERNET http://www.parkerdrilling.com
<PAGE> 4
PARKER DRILLING COMPANY
PARKER BUILDING
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103
NOTICE OF ANNUAL MEETING
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Parker
Drilling Company, a Delaware corporation (the "Company"), will be held in the
Parker Building auditorium, Eight East Third Street, Tulsa, Oklahoma 74103, on
Wednesday, December 13, 1995, at 10:00 a.m. (CST) for the following purposes:
(1) To elect two directors (Class III) to serve a term of three years and
until their successors have been duly elected and qualified.
(2) To ratify the selection of Coopers & Lybrand L.L.P., 1400 Mid-Continent
Tower, Tulsa, Oklahoma, as independent accountants for the Company for
its fiscal year 1996.
(3) To transact such other business as may properly come before the meeting
or at any adjournment(s) thereof.
Please consult the accompanying proxy statement for further information
concerning the meeting, election of directors and other matters.
Only stockholders of record at the close of business on November 7, 1995,
are entitled to notice of and to vote at the meeting or at any adjournment(s)
thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED FORM OF PROXY.
By Order of the Board of Directors,
/s/ KATHY J. KUCHARSKI
KATHY J. KUCHARSKI
Corporate Secretary
Tulsa, Oklahoma
November 7, 1995
<PAGE> 5
PARKER DRILLING COMPANY
PARKER BUILDING
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103
(PRINCIPAL EXECUTIVE OFFICES)
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 13, 1995
PROXY STATEMENT
GENERAL INFORMATION
Your proxy is solicited by the board of directors of Parker Drilling
Company (the "Company"), Parker Building, Eight East Third Street, Tulsa,
Oklahoma 74103, for use at the Annual Meeting of Stockholders to be held on
Wednesday, December 13, 1995 at 10:00 a.m. (CST) in the Parker Building
auditorium, Eight East Third Street, Tulsa, Oklahoma. The proxy statement and
accompanying proxy card are being mailed to stockholders on or about November
10, 1995, in order to give all stockholders the opportunity to be present or
represented at the meeting. Only if a stockholder is represented by a proxy, or
is present, can his or her shares be voted.
VOTING
In order to conduct business at the annual meeting, a quorum consisting of
at least 28,070,807 shares of common stock represented either in person or by
proxy will be necessary.
Shares represented by proxies received by the board of directors will be
voted at the annual meeting as directed therein by the stockholders. If the
proxy card is signed and returned to the board of directors without direction,
the proxy will be voted for the election of the nominees named thereon as
directors and for the approval of the other proposal referred to thereon. A
proxy executed in the form enclosed may be revoked by the person signing the
same at any time before the authority thereby granted is exercised by giving
written notice to the Secretary of the Company at Eight East Third Street,
Tulsa, Oklahoma 74103, or by casting a vote at the meeting.
A plurality of the votes cast is required for the election of the directors
and a majority of the votes cast is required for the ratification of the
selection of Coopers & Lybrand L.L.P. as independent accountants for the
Company.
Abstentions and broker non-votes will be considered to be represented at
the meeting but will not be deemed to be votes duly cast. As a result,
abstentions and broker non-votes will be included for the purpose of determining
whether a quorum is present but will not be included in the tabulation of the
voting results on either of the proposals being presented at this meeting.
The Company will pay the cost of soliciting proxies for the meeting. Copies
of solicitation material will be furnished to brokerage houses, fiduciaries and
custodians to forward to beneficial owners of stock held in their names. Proxies
may be solicited by directors, officers or regular employees of the Company in
person or by mail, courier, telephone or facsimile. The Company has retained
Kissell-Blake Inc., 110 Wall Street, New York, New York 10005, to assist in the
solicitation of proxies from brokers and nominees for a fee of approximately
$6,000 plus expenses.
1
<PAGE> 6
Only holders of the outstanding 56,141,613 shares of common stock, par
value $.16 2/3 per share, as of the record date, the close of business on
November 7, 1995, will be entitled to vote at the meeting. Each share of common
stock is entitled to one vote. The Company has no other voting securities
outstanding. The following table sets forth certain information with respect to
all persons known by the Company to be the beneficial owners of five percent or
more of any class of the Company's voting securities:
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------- ---------------------------------- -------------------- --------
<S> <C> <C> <C>
Common stock The Equitable Companies 8,165,600 shares(1) 14.54%
Incorporated
787 Seventh Avenue
New York, NY 10019
Common stock John Hancock Mutual 5,107,051 shares(2) 9.10%
Life Insurance Company
and its indirect wholly
owned subsidiaries
John Hancock Place
P.O. Box 111
Boston, MA 02117
Common stock Robert L. Parker 4,016,554 shares(3) 7.15%
Eight East Third Street
Tulsa, OK 74103
Common stock Mackenzie Financial 3,880,500 shares(4) 6.91%
Corporation
150 Bloor Street West
Suite M111
Toronto, Ontario M5S 3B5
</TABLE>
- ---------------
(1) Based on information obtained from The Equitable Companies Incorporated as
of September 30, 1995, 8,165,600 shares were beneficially owned by
subsidiaries of The Equitable Companies Incorporated. The Equitable Life
Assurance Society of the United States and Alliance Capital Management L.P.
beneficially owned 6,000,000 shares and 2,165,600 shares respectively, each
having sole voting and dispositive power.
(2) Based on information reported to the Company as of September 30, 1995,
5,107,051 shares were beneficially owned by John Hancock Mutual Life
Insurance Company's indirect, wholly owned subsidiaries, NM Capital
Management, Inc. ("NM") and John Hancock Advisers, Inc. ("Advisers"). NM has
sole power to vote 2,270,131 shares and sole dispositive power with respect
to 5,019,251 shares. Advisers has sole voting and dispositive power over
87,800 shares.
(3) This number of shares includes 3,913,436 shares held by the Robert L. Parker
Trust over which Mr. Parker has sole voting control and shared dispositive
power; 67,200 shares held by Mr. Parker's spouse as to which shares Mr.
Parker disclaims any beneficial ownership and 35,918 shares over which Mr.
Parker has sole voting and dispositive power.
(4) Based on information contained in Schedule 13G of Mackenzie Financial
Corporation dated February 10, 1995, and filed with the Securities and
Exchange Commission, Mackenzie Financial Corporation had sole voting and
dispositive power with respect to 3,880,500 shares.
2
<PAGE> 7
PROPOSAL ONE -- ELECTION OF DIRECTORS
The board is divided into three classes of directors. At each Annual
Meeting of Stockholders, members of one of the classes, on a rotating basis, are
elected for a term expiring at the third succeeding Annual Meeting of
Stockholders and the due election and qualification of their successors. The
Class I and Class II Directors will serve until the Annual Meeting of
Stockholders of 1996 and 1997, respectively, or until their successors are
elected.
The two directors comprising Class III have been nominated for election at
the meeting for the term expiring at the 1998 Annual Meeting of Stockholders and
the due election and qualification of their successors. The persons designated
by the board as nominees for election are Robert L. Parker and Robert L. Parker
Jr. Both persons are currently directors and were previously elected by the
stockholders. Both nominees have advised the Company of their willingness to
serve if elected.
In the event that any vacancy shall occur by reason of the death or other
unanticipated occurrence of the nominees for election as directors by the
stockholders, the persons named as proxies on the enclosed proxy card have
advised the board of directors that it is their intention to vote such proxy for
such substitute nominee as may be proposed by the board of directors or vote to
allow the vacancy created thereby to remain open until filled by the board. The
enclosed proxy card can be voted only for the persons who are nominees for
director, or for any substituted nominee that may be proposed by the board of
directors, and cannot be voted for any additional nominees who may be proposed
by a stockholder at the meeting.
The name, age and principal occupation of the nominees for election as
directors and each of the other directors whose term of office will continue
after the meeting are set forth below. Unless otherwise indicated, such persons
have held their respective principal occupations stated therein for more than
five years. Also included for each director is the year in which he first became
a director of the Company, his positions and offices with the Company, other
directorships and certain other biographical information.
NOMINEES FOR DIRECTOR -- FOR TERM OF OFFICE
EXPIRING AT THE 1998 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<S> <C>
Robert L. Parker Mr. Parker, chairman of the board, served as president of the
Age 72 Company from 1954 until October 1977 when he was elected
chairman and chief executive officer. Since December 1991 he has
retained the position of chairman. He also serves on the board
of directors of MAPCO, Inc., a diversified energy company;
Weatherford Enterra, Inc., an international provider of services
and specialized equipment to the oil and gas industry; Clayton
Williams Energy, Inc., a company engaged in exploration and
production of oil and natural gas; and BOK Financial
Corporation, a bank holding company organized under the laws of
the State of Oklahoma. He is the father of Robert L. Parker Jr.
Director since 1954 -- Class III
Robert L. Parker Jr. Mr. Parker Jr., president and chief executive officer, joined
Age 46 the Company in 1973 and was elected president and chief
operating officer in 1977 and chief executive officer in
December 1991. He previously was elected a vice president in
1973 and executive vice president in 1976. He currently serves
on the board of directors of Alaska Air Group, Inc., the holding
company for Alaska Airlines and Horizon Air Industries; and
Grant Geophysical, Inc., a 3-D seismic company. He is the son of
Robert L. Parker.
Director since 1973 -- Class III
</TABLE>
3
<PAGE> 8
<TABLE>
<S> <C>
CONTINUING DIRECTORS -- WITH TERMS OF OFFICE
EXPIRING AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS
David L. Fist Mr. Fist is a member of the law firm of Rosenstein, Fist &
Age 64 Ringold, Tulsa, Oklahoma, having been associated with the firm
since 1955. He serves as a director of Peoples State Bank and
Alliance Business Investment Company, a federally licensed small
business investment company.
Director since 1986 -- Class I
James W. Linn Mr. Linn is executive vice president and chief operating officer
Age 49 of the Company and has general charge of the Company's business
affairs and its officers. He joined the Company in 1973 in the
Company's international department. He then served in the
Company's domestic operations, being named northern U.S.
district manager in 1976. He was elected vice president of U.S.
and Canada operations in 1979, was promoted to senior vice
president in September 1981 and was elected to his present
position in December 1991.
Director since 1986 -- Class I
R. Rudolph Reinfrank Since May 1993, Mr. Reinfrank has been managing director of the
Age 40 Davis Companies, the holding company for the Marvin Davis
family. Mr. Reinfrank also serves as a managing general partner
of Davis Reinfrank Company. From January 1, 1988 through June
30, 1993, Mr. Reinfrank was executive vice president of Shamrock
Holdings, Inc. ("Shamrock"), the holding company for the Roy E.
Disney family. From January 1990 through December 1992, Mr.
Reinfrank also served as managing director of Trefoil Investors,
Inc. ("TII") and Shamrock Capital Advisors, Inc. ("SCA"), the
general partner and management services company respectively,
for Trefoil Capital Investors, L.P. Mr. Reinfrank is a director
of Weatherford Enterra, Inc., an international provider of
services and specialized equipment to the oil and gas industry.
Director since March 1993 -- Class I
CONTINUING DIRECTOR -- WITH TERM OF OFFICE
EXPIRING AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS
Earnest F. Gloyna Dr. Gloyna is presently a chaired professor in Environmental
Age 74 Engineering at The University of Texas at Austin. He served as
dean, College of Engineering, from April 1970 to August 1987. He
is also a consultant in environmental engineering through
Earnest F. Gloyna Enterprises, and is president of Gloyna
Properties, Inc. Dr. Gloyna serves as a member of the board of
trustees of Southwest Research Institute, a nonprofit research
institute that does contract research work for government and
industry.
Director since 1978 -- Class II
</TABLE>
4
<PAGE> 9
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning beneficial ownership
of the Company's common stock as of November 7, 1995, by each director of the
Company, by each of the Company's Named Executive Officers (as defined under the
caption "Executive Compensation" on page 8) and by all directors and executive
officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(1)
------------------------------
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
- ----------------------------------------------------------------- --------- ----------
<S> <C> <C>
James J. Davis................................................... 171,658(2) *
David L. Fist.................................................... 5,600(3) *
Earnest F. Gloyna................................................ 14,800(4) *
James W. Linn.................................................... 394,633(5) *
Ronnie R. McKenzie............................................... 205,895(6) *
Robert L. Parker................................................. 4,016,554(7) 7.15%
Robert L. Parker Jr.............................................. 414,882(8) *
R. Rudolph Reinfrank............................................. 9,000(9) *
All directors and all executive officers as a group (14
persons)....................................................... 5,987,465(10) 10.66%
</TABLE>
- ---------------
* Less than one percent
(1) Unless otherwise indicated, all shares are directly held with sole voting
and investment power. Additionally, there are no voting or investment
powers over shares which are represented by presently exercisable stock
options.
(2) Includes 45,000 unvested shares granted pursuant to the Company's 1991
Stock Grant Plan for which Mr. Davis has voting control only, options to
purchase 67,000 shares exercisable within 60 days and 22,000 shares held by
Mr. Davis' spouse in a trust over which she is trustee.
(3) Includes options to purchase 5,000 shares exercisable within 60 days.
(4) Includes 2,000 shares held in trust by Dr. Gloyna's spouse, as to which Dr.
Gloyna disclaims beneficial ownership and options to purchase 5,000 shares
exercisable within 60 days.
(5) Includes 84,000 unvested shares granted pursuant to the Company's 1991
Stock Grant Plan over which Mr. Linn has voting control only, options to
purchase 124,000 shares exercisable within 60 days and 600 shares owned by
Mr. Linn's son.
(6) Includes 27,000 unvested shares granted pursuant to the Company's 1991
Stock Grant Plan over which Mr. McKenzie has voting control only.
(7) Includes 67,200 shares owned by Mr. Parker's spouse, as to which shares Mr.
Parker disclaims any beneficial ownership and has no voting control. In
addition, includes 3,913,436 shares held by the Robert L. Parker Trust,
over which Mr. Parker has sole voting control and shared dispositive power.
(8) Includes 5,760 shares held as trustee for Mr. Parker Jr.'s nieces, as to
which he disclaims any beneficial ownership. Also includes 112,000 unvested
shares granted pursuant to the Company's 1991 Stock Grant Plan over which
Mr. Parker Jr. has voting control only and options to purchase 166,000
shares exercisable within 60 days.
(9) Includes options to purchase 5,000 shares exercisable within 60 days.
(10) This number of shares includes the total number of shares which may be
acquired pursuant to the exercise of options by the directors and executive
officers.
5
<PAGE> 10
MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD
The full board of directors met seven times during fiscal year 1995. The
committees of the board consist of an audit committee and a compensation
committee. The board does not have a nominating committee. All directors
attended each meeting of the board and committees on which they served.
The audit committee was comprised of Messrs. Gloyna and Fist. In fiscal
year 1995, the audit committee met once for the purpose of reviewing the
internal and external audit policies and procedures; reviewing and discussing
with the independent auditors the scope and results of their audit; reviewing
and discussing with the internal auditors the results of their examinations and
future plans, and inquiring into financial, legal and other matters.
The compensation committee was comprised of Messrs. Fist and Swearingen
until Dr. Swearingen's retirement on December 14, 1994 at which time Mr. Rudolph
Reinfrank became a member of the committee. During fiscal year 1995, the
compensation committee met three times for the purpose of reviewing executive
and overall employee compensation and to review management recommendations for
employee participation in the Company's equity compensation plans.
The Company compensated all directors at a rate of $2,000 for board
meetings attended during fiscal year 1995 and awarded each of the directors $500
as a holiday bonus. In addition, committee members received $1,000 for each
meeting attended. Directors who are not full-time employees of the Company
receive an annual retainer of $7,000 per year. Compensation for employed
directors is included in the salary column of the Summary Compensation Table
herein. On January 3, 1995, each non-employee director was issued an option to
purchase 5,000 shares of common stock at a purchase price equal to the fair
market value per share of the common stock on such date.
EXECUTIVE OFFICERS
Officers are elected each year by the board of directors following the
annual meeting for a term of one year and until the election and qualification
of their successors. The current executive officers of the Company and their
ages, positions with the Company and business experience are presented below:
(1) Robert L. Parker, 72, chairman, joined Parker Drilling Company in 1944
and was elected a vice president of the Company in 1950. He was
elected president in 1954 and elected chairman and chief executive
officer in October 1977. Since December 1991, he has retained the
position of chairman.
(2) Robert L. Parker Jr., 46, president and chief executive officer,
joined the Company in 1973 as a contract representative and was named
manager of U.S. operations later in 1973. He was elected a vice
president in 1973, executive vice president in 1976 and was named
president and chief operating officer in October 1977. In December
1991, he was elected chief executive officer.
(3) James W. Linn, 49, executive vice president and chief operating
officer, joined Parker Drilling in 1973. He has general charge of the
Company's business affairs and its officers. Mr. Linn first served in
Parker Drilling's international division and in 1976 was named
northern U.S. district manager prior to being elected vice president
of U.S. and Canada operations in 1979. He was named a senior vice
president in September 1981 and was elected to his current position in
December 1991.
(4) James J. Davis, 49, vice president of finance and chief financial
officer, joined Parker in November 1991, in the stated positions. From
1986 through 1991, Mr. Davis was vice president and treasurer of
MAPCO, Inc., a diversified energy company with interests in coal
production and marketing, natural gas liquids production, marketing
and transportation, oil refining and retail motor fuel marketing.
(5) Randy L. Ellis, 43, was elected corporate controller in June 1991. He
joined Parker in 1979 as general accounting supervisor and was named
manager of general accounting in May 1983.
6
<PAGE> 11
(6) I. E. Hendrix Jr., 51, vice president and treasurer, joined Parker
Drilling in 1976 as manager of the Company's treasury department and
was elected treasurer in 1978. Mr. Hendrix was elected vice president
of Parker Drilling Company in April 1983. He serves as a member of the
board of directors of American Performance Mutual Fund.
(7) Kenneth R. Hoit, 58, vice president, planning and accounting, joined
Parker Drilling Company in 1973. He served as financial analyst and
manager of budgets and analysis prior to being elected a vice
president in April 1983. In June 1991, Mr. Hoit was given additional
management responsibilities over corporate accounting and information
systems departments.
(8) Ronnie R. McKenzie, 58, vice president, international operations,
joined Parker Drilling Company in 1962. He has held management
responsibilities throughout the Company's South America operations and
has directed its Asia Pacific division. Mr. McKenzie was western
hemisphere division manager before being elected vice president,
western hemisphere operations, in 1979. In July 1986, he was elected
vice president, international operations.
(9) William W. Pritchard, 44, vice president and general counsel, joined
Parker in 1976. He held positions in the Company's international and
domestic operating divisions before being named corporate counsel in
1977. He was promoted to assistant vice president and general counsel
in 1980, elected a vice president in October 1984 and was elected
assistant secretary of the Company and secretary to the board of
directors in September 1986.
(10) Leslie D. Rosencutter, 40, was elected vice president, administration,
in December 1989, and has responsibility for the public relations and
human resources departments. She previously had been named assistant
vice president, administration in 1987. She joined Parker in 1974 as
secretary to the controller and later was secretary to the Robert L.
Parker Trust. She has served as executive secretary and administrative
assistant to the chairman prior to being elected an officer.
(11) Thomas L. Wingerter, 42, vice president, North American operations,
joined Parker in 1979. In 1983 he was named contracts manager for the
Rocky Mountain division. He was promoted to Rocky Mountain division
manager in 1984, a position he held until September 1991 when he was
elected a vice president.
OTHER PARKER DRILLING COMPANY OFFICERS
(1) John R. Barrios, 56, vice president, drilling engineering services, was
elected an officer in September 1992, after serving as an outside
consultant for the Company for three years. From 1970 through 1992, Mr.
Barrios served as chairman, chief executive officer and an engineer for
Falcon Engineering Company.
(2) Phillip M. Burch, 44, was elected assistant treasurer in April 1983. He
joined Parker in 1981 as a treasury analyst and currently is
responsible for domestic and international cash management and
corporate investments. In July 1992, he assumed additional
responsibilities for risk management.
(3) T. Shelby Frink, 58, serves as vice president, international business
development, having joined the Company in 1956. He has served in
various operating and management positions in the Company's
international divisions. He became western hemisphere operations
manager in 1975 and was named eastern hemisphere operations manager in
1978. In September 1981, he was elected vice president, drilling
operations, and became vice president, eastern hemisphere operations in
July 1986. He assumed his present position in February 1993.
(4) Kathy J. Kucharski, 47, was elected corporate secretary in December
1985. She joined the Company in 1980 as an attorney in the legal
department and presently serves in that capacity with responsibility
for securities and employment law. She is a director of the American
Society of Corporate Secretaries.
7
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services rendered in all capacities to the Company by the chief executive
officer and the four next most highly compensated executive officers of the
Company (collectively, the "Named Executive Officers") for each of the three
fiscal years ended August 31, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- -----------------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
NAME AND ANNUAL STOCK OPTIONS/
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) COMPENSATION($)(2) AWARD(S)($)(3) SARS(#)
- ---------------------------- ---- ------------ -------- ------------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Parker Jr. 1995 $476,500 $80,000 -- $490,000 166,000
President and Chief 1994 $474,500 $80,000 -- -- --
Executive Officer 1993 $459,833 $60,000 -- -- --
Robert L. Parker 1995 $476,500 -- $ 94,111 -- --
Chairman 1994 $474,500 -- -- -- --
1993 $484,833 -- -- -- --
James W. Linn 1995 $263,500 $45,000 -- $367,500 124,000
Executive Vice President 1994 $256,500 $45,000 -- -- --
and Chief Operating 1993 $243,500 $45,000 -- -- --
Officer
James J. Davis 1995 $184,000 $40,000 -- $196,875 67,000
Vice President-Finance 1994 $180,000 $40,000 -- -- --
and Chief Financial 1993 $167,333 $40,000 -- -- --
Officer
Ronnie R. McKenzie 1995 $177,800 $30,000 -- $118,125 27,000
Vice President- 1994 $175,134 $30,000 -- -- --
International Operations 1993 $169,800 $30,000 -- -- --
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
- ---------------------------- ---------------
<S> <C>
Robert L. Parker Jr. $ 8,582(4)(9)
President and Chief $ 17,815
Executive Officer $ 9,159
Robert L. Parker $ 440,761(5)(9)
Chairman $ 26,417
$ 43,152
James W. Linn $ 8,450(6)(9)
Executive Vice President $ 13,659
and Chief Operating $ 8,041
Officer
James J. Davis $ 8,305(7)(9)
Vice President-Finance $ 6,639
and Chief Financial $ 8,716
Officer
Ronnie R. McKenzie $ 11,860(8)(9)
Vice President- $ 8,761
International Operations $ 17,670
</TABLE>
- ---------------
(1) For each of the employed directors, includes director's fees of $14,500,
$12,500 and $14,500 for fiscal years 1995, 1994 and 1993, respectively.
(2) No compensation was received by the Named Executive Officers which
requires disclosure in this column except for Mr. Parker whose Other
Annual Compensation in 1995 includes $23,875 for tax preparation and
$61,802 for salaries to employees who work jointly for the Company and
the Robert L. Parker Trust.
(3) These shares were granted January 11, 1995 under the Company's 1991 Stock
Grant Plan with a vesting schedule of 33% on January 5, 1996; 33% on
January 3, 1997; and 34% on January 5, 1998. The Company is required to
use the closing price of its common stock on the date of grant (i.e.
$4.375 on January 11, 1995) in calculating the value of the stock
reported in this column. As of August 31, 1995, Messrs. Parker Jr., Linn,
Davis and McKenzie held 112,000, 84,000, 45,000 and 27,000; unvested
shares respectively, with the market value thereof on August 31, 1995,
being $630,000, $472,500, $253,125 and $151,875, respectively. Dividends
are paid on these shares if and to the extent dividends are paid on the
Company's outstanding common stock.
(4)(9) Mr. Parker Jr.'s All Other Compensation for 1995 is comprised of Company
matching contributions to its 401(k) plan of $4,620, $480 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $3,482 representing the present
value of the benefit of the non-term portion of that premium.
(5)(9) Mr. Parker's All Other Compensation for 1995 is comprised of Company
matching contributions to its 401(k) plan of $4,620, $4,370 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $22,815 representing the present
value of the benefit of the non-term portion of that premium. Also
included in this column is $25,090 representing
8
<PAGE> 13
the full dollar value of the term portion of a Company-paid premium for
an additional split dollar life insurance policy and $383,866
representing the present value of the non-term portion of that premium.
See caption "Certain Relationships and Related Transactions" on page 14.
(6)(9) Mr. Linn's All Other Compensation for 1995 is comprised of Company
matching contributions to its 401(k) plan of $5,640, $330 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $2,480 representing the present
value of the benefit of the non-term portion of that premium.
(7)(9) Mr. Davis' All Other Compensation for 1995 is comprised of Company
matching contributions to its 401(k) plan of $5,495, $330 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $2,480 representing the present
value of the benefit of the non-term portion of that premium.
(8)(9) Mr. McKenzie's All Other Compensation for 1995 is comprised of Company
matching contributions to its 401(k) plan of $5,470, $681 representing
the full dollar value of the term portion of a Company paid premium for a
split dollar life insurance policy and $5,709 representing the present
value of the benefit of the non-term portion of that premium.
(9) The present value of the benefit of the non-term portion of the split
dollar life insurance policies was determined by multiplying the
following factors: the non-term portion of the premium, an assumed
interest crediting rate of 8.5 percent, the number of years left in the
officer's life expectancy and 8.5 percent (net present value). The
present value of the benefit of the non-term portion of an additional
split dollar life insurance policy for Robert L. Parker was determined by
multiplying the following factors: the non-term portion of the premium,
an assumed interest crediting rate of 8 percent, 12 years (which is the
number of years at which point the cash surrender value exceeds the total
of premiums paid by the Company) and 8 percent (net present value).
STOCK OPTION/SAR GRANT TABLE
The following table provides information with respect to stock options
granted during the fiscal year ended August 31, 1995 to the Named Executive
Officers. No stock appreciation rights were granted during 1995. The
hypothetical present values on date of grant shown for stock options granted in
1995 are presented pursuant to the rules of the Securities and Exchange
Commission and are calculated under the Black-Scholes option pricing model for
pricing options. There is no assurance that the hypothetical present values of
the stock options reflected in this table will be realized.
OPTION/SAR GRANTS IN FISCAL YEAR 1995
<TABLE>
<CAPTION> GRANT
INDIVIDUAL GRANTS DATE VALUE
- ---------------------------------------------------------------------------------------------- ----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS GRANT
UNDERLYING GRANTED TO EXERCISE OR DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR ($/SHS) DATE VALUE $(2)
- --------------------------------- --------------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Robert L. Parker Jr................. 166,000 22.6 $4.50 01/04/05 $595,276
Robert L. Parker.................... 0 0 0 -- 0
James W. Linn....................... 124,000 16.9 $4.50 01/04/05 $444,664
James J. Davis...................... 67,000 9.1 $4.50 01/04/05 $240,262
Ronnie R. McKenzie.................. 27,000 3.7 $4.50 01/04/05 $ 96,822
</TABLE>
- ---------------
(1) The options granted to the Named Executive Officers in 1995 were granted
pursuant to the 1994 Executive Stock Option Plan and all are incentive
stock options. They are exercisable any time during the ten-year option
period. The exercise price of these options may be paid (a) in cash, (b) in
Parker common stock, (c) by delivery of evidence of indebtedness, (d) by
authorizing the Company to retain Parker common stock, (e) by "cashless
exercise" or (f) by any combination of the foregoing.
9
<PAGE> 14
(2) The hypothetical present values on grant date are calculated under the
Black-Scholes model, which is a mathematical formula used to value options.
This formula considers a number of factors in hypothesizing an option's
present value. Factors used to value the options granted which expire
January 2005 include the stock's expected annual volatility rate (38.36%),
risk free rate of return (5.435%), dividend yield (0%) and days to
expiration (3,414 days).
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND YEAR-END 1995 OPTION/SAR VALUES
The following table provides information on the Named Executive Officers'
unexercised options at August 31, 1995. All options were granted under the 1994
Executive Stock Option Plan and all were exercisable at August 31, 1995. None of
the Named Executive Officers exercised any options during 1995 and no stock
appreciation rights have been granted since the inception of the 1994 Executive
Stock Option Plan.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
AUGUST 31, 1995(#) AT AUGUST 31, 1995($)(1)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert L. Parker Jr...................... 166,000 0 $ 186,750 0
Robert L. Parker......................... 0 0 0 0
James W. Linn............................ 124,000 0 $ 139,500 0
James J. Davis........................... 67,000 0 $ 75,375 0
Ronnie R. McKenzie....................... 27,000 0 $ 30,375 0
</TABLE>
(1) The value per option is calculated by subtracting the exercise price of
$4.50 from the $5.625 closing price of the Company's common stock on the
New York Stock Exchange on August 31, 1995.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During fiscal year 1995 the compensation committee of the board of
directors was comprised of two outside directors. Through December 14, 1994 Mr.
Fist and Dr. Swearingen comprised the committee and upon Dr. Swearingen's
retirement from the board on December 14th, Mr. Reinfrank replaced Dr.
Swearingen. The committee met three times during the year to establish, review
and recommend the compensation policies and programs for officers and key
employees.
COMPENSATION GUIDELINES
The committee has established guidelines to attract, motivate and retain a
talented executive team, whose performance is essential to the long-term
maximization of the value of the stockholders' investments. In pursuit of this
objective, the committee has set forth the following guidelines:
(1) Attract and retain talented executive officers who have the ability to
manage the Company and maintain its competitive nature. In this regard
the committee recommends base compensation that is comparable to those
of peer companies.
(2) Provide cash compensation commensurate to the executive officer's
individual contributions, level of responsibility and results in
improving stockholder value.
(3) Reward executive officers for exceptional performance with regard to
the business performance of the Company.
(4) Provide stock grants and/or stock options to motivate executive
officers toward effective long-term management of the Company's
operations by maximizing stockholder value.
The committee first reviewed the compensation tables of two peer companies,
Nabors Industries and Helmerich & Payne, Inc. These two companies were chosen
because they have land drilling operations most similar to the Company with
respect to equipment, areas of operation and customer base. The committee
10
<PAGE> 15
compared the Company's cumulative stockholder returns to those of the two peer
companies, as well as to the indices on the Company's performance graph. The
compensation committee then reviewed the total cash compensation of executive
officers individually, and as a group, in regard to the Company's financial
performance and to the total cash and stock based compensation of the executive
officers of the two peer companies. In addition, each executive officer's
performance was reviewed by his or her immediate supervisor which was the basis
of management's recommendations considered by the committee. No specific
formulas were used in determining executive officer compensation.
In order to provide equity participation comparable to their counterparts
at the peer companies which had similar financial performance and to reflect
their individual contributions to the business, and because all previous grants
had vested, the committee awarded stock grants and incentive stock options in
fiscal year 1995. The awards were equal in value to the last stock grants
awarded to the officers in February, 1992. As a group, the executive officers
received grants of 455,000 shares vesting over a 36-month period and an option
to purchase 643,000 shares exercisable at the market value on date of grant or
$4.50 per share.
Finally, the committee concurred with management's recommendation to freeze
the base salaries of all of the five highest compensated officers and to freeze
the base salaries and bonuses of all but one of the remaining officers of the
Company for calendar year 1995.
CHIEF EXECUTIVE OFFICER
Robert L. Parker Jr. serves as the chief executive officer of the Company.
The committee reviewed Mr. Parker's base salary, bonuses and participation in
the 1991 Stock Grant Plan for fiscal years 1992, 1993 and 1994 and compared
those remuneration figures with the total annual cash compensation figures for
the chief executive officers of the two peer companies. Mr. Parker's
compensation was more than one of the chief executive officers in the peer group
and was substantially less than the other chief executive officer. In addition,
the committee reviewed the financial performance and cumulative total return to
stockholders of the two peer companies and compared those results to the
financial performance and cumulative total return to stockholders of the
Company. Through this analysis, the committee determined that the Company
performed most similarly to the performance of the company whose chief executive
officer's compensation package was more comparable to that of Mr. Parker's.
Additionally, the committee discussed Mr. Parker's personal performance over the
past 12 months including new business developments and strategic planning, as
well as his continued excellent reputation and contacts in the drilling
industry. Based on its evaluation of these factors, the committee recommended
that Mr. Parker should maintain a level of equity participation comparable to
his last stock grant of February 1992 and granted him 112,000 shares of stock
vesting over the next 36 months. Additionally, he was granted an option to
purchase 166,000 shares exercisable at the market price on date of grant, which
vest upon being awarded. The board of directors unanimously approved this grant
of stock and options.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code imposes, for 1995 and future
years, a limitation on the deductibility of certain executive officer
compensation in excess of $1,000,000 subject to certain performance related
exceptions. The compensation committee has not yet adopted a formal policy with
respect to qualifying compensation paid to its executive officers for an
exemption from the limitation on deductibility imposed by Section 162(m) of the
Internal Revenue Code. The committee anticipates that all compensation paid to
its executive officers during 1995 will qualify for deductibility because no
executive's compensation is expected to
11
<PAGE> 16
exceed the dollar limitations of such provision and the committee expects that
all stock options and stock appreciation rights awarded under the 1994 Executive
Stock Option Plan would qualify for deductibility.
THE COMPENSATION COMMITTEE
Mr. David L. Fist, Chairman
Dr. Eugene Swearingen
PERFORMANCE GRAPH
The following performance graph compares cumulative total stockholder
returns on the Company's common stock compared to the Standard and Poor's 500
Index and the Standard and Poor's Oil & Gas Drilling Index calculated at the end
of each fiscal year, August 31, 1991 through August 31, 1995. The graph assumes
$100 was invested on August 31, 1990 in the Company's common stock and in each
of the referenced indices and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
S&P Oil & Gas
Measurement Period Parker Drill- S&P 500 In- Drilling
(Fiscal Year Covered) ing Company dex Index
<S> <C> <C> <C>
1990 100 100 100
1991 81 123 72
1992 65 128 64
1993 77 144 93
1994 59 147 69
1995 60 174 74
</TABLE>
SEVERANCE COMPENSATION AND CONSULTING AGREEMENTS
Each officer named in the Summary Compensation Table and ten additional
officers of the Company entered into Severance Compensation and Consulting
Agreements (the "Agreements") with the Company. Robert L. Parker, Robert L.
Parker Jr., James W. Linn and Ronnie R. McKenzie entered into an Agreement in
1988 and James J. Davis entered into an Agreement in 1992. Each Agreement has an
initial ten year term but continues into effect two years beyond the original
termination date of the Agreement if a change in control has occurred prior to
such date of termination. After the original ten year term, each Agreement is
automatically extended for one year terms unless the officer formally terminates
it.
A change in control shall be deemed to have occurred if (a) a consolidation
or merger of the Company occurs in which the Company is not the continuing or
surviving corporation or pursuant to which shares of the Company's common stock
would be converted into cash, securities or other property (other than a merger
of the Company in which the holders of the Company's common stock immediately
prior to the merger have substantially the same proportionate ownership of
common stock of the surviving corporation immediately
12
<PAGE> 17
after the merger, sale, lease, exchange or other transfer), (b) the stockholders
of the Company approve any plan or proposal for the liquidation or dissolution
of the Company, (c) any person (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), other than the Company or any employee benefit plan sponsored by the
Company, shall become the beneficial owner directly or indirectly (within the
meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
representing a greater percentage of the Company's common stock than the
aggregate percentage held or controlled by Robert L. Parker, his son Robert L.
Parker Jr. and the Robert L. Parker Trust, having the right to vote in the
election of directors, as a result of a tender or exchange offer, open market
purchases, privately negotiated purchases or otherwise, or (d) at any time
during a period of two consecutive years, individuals who at the beginning of
such period constituted the board of directors of the Company shall cease for
any reason to constitute at least a majority thereof, unless the election or the
nomination for election by the Company's shareholders of each new director
during such two-year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
two-year period.
After a change in control, if an officer is terminated other than for cause
or resigns for good reason, each Agreement provides for a lump sum payment of
three times the annual cash compensation, a one year consulting agreement at the
officer's annual cash compensation and extended life and health benefits for
four years.
Cause is defined in each of the Agreements to include the officer's willful
and continued failure substantially to perform his duties with the Company after
a written demand for substantial performance is delivered to the officer by the
Company's board of directors which specifically identifies the manner in which
such board of directors believes that the officer has not substantially
performed his duties, or the officer's willful engagement in conduct materially
and demonstrably injurious to the Company.
Good reason, as defined in each of the Agreements includes the assignment
of duties inconsistent with, or any diminution of the officer's position,
duties, titles, offices, responsibilities and status with the Company
immediately prior to a change in control of the Company; a reduction by the
Company in the officer's base salary; any failure by the Company to continue in
effect any benefit plan, incentive or bonus plan or stock plans in which the
officer is participating at the time of a change in control; a relocation of the
executive offices or the officer's required relocation; a substantial increase
in business travel requirements; retirement at age 65; any material breach by
the Company of any provision of the Agreement; any failure by the Company to
obtain the assumption of the Agreement by any successor or assign of the
Company; or any purported termination of the officer's employment which is not
effected pursuant to the Agreement.
At June 30, 1994, The Equitable Companies Incorporated, through its
subsidiaries, had acquired 4,696,341 shares of the Company's common stock which
fell within the definition of a change in control. This acquisition extended the
benefits under each of the Agreements until June 30, 1996 if an officer resigns
for good reason and until June 30, 1998 for all other terminations as set forth
in the Agreements. At September 30, 1995, John Hancock Mutual Life Insurance
Company, through its indirect wholly-owned subsidiaries, had acquired 5,107,051
shares of the Company's common stock which also fell within the definition of a
change in control. This extends the benefits until September 30, 1997 if an
officer resigns for good reason and until September 30, 1999 for all other
terminations as set forth in the Agreements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. David L. Fist, a director of the Company and chairman of the
compensation committee, is a lawyer with Rosenstein, Fist & Ringold, Tulsa,
Oklahoma, a professional legal services corporation, which provides legal
services for the Company. The fees paid by the Company to this firm constituted
less than five percent of the firm's gross revenues during the latest fiscal
year.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16 of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors and persons who own greater than 10 percent of
a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the
13
<PAGE> 18
New York Stock Exchange. Based solely on a review of the forms it has received,
the Company believes that during 1995 all Section 16 filing requirements
applicable to its officers, directors and greater than 10 percent beneficial
owners were complied with by such persons with the exception of one officer, I.
E. Hendrix, who filed a Form 4 reporting an open-market sale one day late.
PROPOSAL TWO -- SELECTION OF INDEPENDENT ACCOUNTANTS
The board of directors has unanimously selected Coopers & Lybrand L.L.P. as
the independent accountants for the Company for its 1996 fiscal year subject to
ratification or rejection by the stockholders at the annual meeting. A
representative of Coopers & Lybrand L.L.P. will attend the forthcoming annual
meeting, will have the opportunity to make a statement if he or she desires to
do so and will be available to answer appropriate questions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A wholly owned subsidiary of the Company owns a five-story office building
in Tulsa, Oklahoma which currently is leased to third parties. The subsidiary
entered into a management agreement with Property Company of America Management,
Inc. which provides for exclusive property management and leasing services. A
vice president and principal of the management company is the brother-in-law of
Robert L. Parker Jr. and son-in-law of Robert L. Parker. During fiscal year
1995, approximately $134,082 was paid to the management company for management
and leasing commissions.
* * *
An insurance premium totaling $200,225 was paid by the Company during the
last fiscal year to maintain a life insurance policy on Robert L. Parker,
chairman of the Company. The Company is the beneficiary of this policy which was
issued pursuant to a Stock Purchase Agreement ("Agreement") approved by vote of
the stockholders at the 1975 Annual Meeting on December 10, 1975. This Agreement
was entered into between the Company and the Robert L. Parker Trust and
originally provided that upon the death of Robert L. Parker, the Company would
be required, at the option of the Trust, to purchase from the Trust at a
discounted price the amount of Parker common stock which could be purchased with
the proceeds of the policy of $7,000,000. The Company and the Trust have
modified this Agreement as of August 3, 1994 so that the Company will have the
option, but not the obligation, to purchase the stock at a discounted price with
the proceeds. The Company may now, at its option, retain the entire proceeds of
the policy upon the death of Robert L. Parker.
As a part of the Agreement to terminate the option held by the Trust and to
grant the Company a limited option to purchase stock at a discounted price, the
Company has also agreed to pay a premium of $655,019 annually for a split dollar
last-to-die life insurance policy on Robert L. Parker and Mrs. Robert L. Parker.
Upon the deaths of Mr. Parker and Mrs. Parker, the Company will be reimbursed by
the Robert L. Parker Sr. and Catherine M. Parker Family Trust from the proceeds
of the policy for the full amount of the premiums paid by the Company, with
interest to be paid after fiscal year 1999 at a one-year treasury bill rate.
Robert L. Parker Jr., chief executive officer of the Company and son of Robert
L. Parker, will receive as a beneficiary of the Trust, one-third of the net
proceeds of this policy. The face value of the policy is $13,200,000.
* * *
As part of building business relationships and fostering closer ties to
clients, companies traditionally host customers in a variety of activities. Over
the years, Parker has found the most successful personal development
opportunities are providing customers with industry-related conferences and
seminars, coupled with hunting and fishing outings.
Robert L. Parker, chairman of the Company, through The Robert L. Parker,
Sr. Family, Limited Partnership (the "Limited Partnership") owns a 2,987 acre
ranch near Kerrville, Texas, ("Cypress Springs Ranch") which is available to the
Company for customer retreats and forums and meetings for world-wide
14
<PAGE> 19
company management. The Cypress Springs Ranch provides lodging, conference
facilities, hunting and fishing in conjunction with marketing and business
purposes. The location of the ranch and its facilities help to attract a select
group of oil and gas industry executives, including the chairmen and principal
officers of major oil companies, and prominent national leaders who are provided
the unique opportunity to meet annually and to actively participate in an
exchange of ideas and discussion of current industry and world issues.
Additionally, domestic and international drilling managers and other operations
personnel representing major, independent, and national oil company customers
meet annually with company operations personnel for in-depth discussions on all
phases of the industry, and are afforded the opportunity to know one another on
a personal basis. Robert L. Parker has a 50 percent general partnership interest
and a 46.5 percent limited partnership interest in the Limited Partnership. The
Limited Partnership also owns a 4,982 acre cattle ranch near Mazie, Oklahoma
("Mazie Ranch"), 40 miles from the corporate headquarters in Tulsa, Oklahoma.
The Mazie Ranch is also used by the Company for hunting and fishing by customers
and is available to employees for fishing, hunting and family recreation.
An agreement with the Limited Partnership provides that the Limited
Partnership shall make available the Cypress Springs Ranch and the Mazie Ranch
for Company use and that the Company shall pay only that part of the operating
expenses related to its use of the lodging and conference buildings and
recreational facilities. The total amount paid by the Company to the Limited
Partnership for the use of the Cypress Springs and Mazie Ranches in fiscal year
1995 was approximately $170,153.
Additionally, the Company uses a 1,380 acre ranch ("Camp Verde Ranch")
owned by Robert L. Parker Jr., president and chief executive officer of the
Company, which is near the Cypress Springs Ranch. The Camp Verde Ranch is used
to provide additional facilities and lodging for business functions at Cypress
Springs Ranch, for which the Company pays only that part of the operating
expenses related to its use. The total amount paid by the Company for this use
of the Camp Verde Ranch in fiscal 1995 was approximately $48,425.
Management believes that the total cost incurred for these meeting and
recreational facilities is below that of comparable facilities and based on
customer responses, the use of these facilities greatly enhances customer and
employee relations.
OTHER MATTERS
MATTERS WHICH MAY COME BEFORE THE MEETING
The board of directors does not intend to bring any other matters before
the meeting, nor does the board of directors know of any matters which other
persons intend to bring before the meeting. If, however, other matters not
mentioned in this proxy statement properly come before the meeting, the persons
named in the accompanying proxy card will vote thereon in accordance with the
recommendation of the board of directors.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders must be received at the Company's principal executive
offices, 8 East Third Street, Tulsa, Oklahoma, 74103, on or before July 13,
1996.
By order of the Board of Directors,
/s/ KATHY J. KUCHARSKI
-----------------------------------
KATHY J. KUCHARSKI
Secretary
Tulsa, Oklahoma
November 7, 1995
15
<PAGE> 20
ANNUAL REPORT
The Company has provided to each person whose proxy is being solicited a
copy of its 1995 Annual Report to Stockholders. THE COMPANY WILL PROVIDE WITHOUT
CHARGE TO EACH PERSON WHO REQUESTS, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES THERETO)
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR
ENDED AUGUST 31, 1995. Such requests should be directed to Mr. Tim Colwell,
Public Relations Department, Parker Drilling Company, 8 East Third Street,
Tulsa, Oklahoma 74103.
Stockholders are invited to keep current on the Company's latest contracts,
news releases and other developments throughout the year by way of the Internet.
The Parker Drilling Company home page can be accessed by setting your World Wide
Web browser to http://www.parkerdrilling.com for regularly updated information.
16
<PAGE> 21
PARKER DRILLING COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- DECEMBER 13, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned has received the Notice of Meeting and the Proxy
Statement dated November 7, 1995, and the Annual Report to Stockholders for
1995.
The undersigned hereby appoints ROBERT L. PARKER and WILLIAM W.
PRITCHARD, or either of them, as proxies and attorneys with several powers of
substitution, hereby revoking any prior Proxy, for and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Stockholders
of Parker Drilling Company, December 13, 1995, or at any adjournment(s)
thereof, and thereat to vote all of the shares of Common Stock standing in the
name of the undersigned upon the following matters:
(See reverse side)
Please Mark Your Choice
By Filling in the Box in
Blue or Black Ink.
/X/
The Board of Directors recommends a Vote "FOR" Items 1 and 2.
Item 1 - Election of two directors (Class III), to serve a term of three years:
VOTE FOR WITHOLD VOTE ROBERT L. PARKER
ALL NOMINEES FOR ALL NOMINEES ROBERT L. PARKER JR.
/ / / /
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
ROBERT L. PARKER
ROBERT L. PARKER JR.
FOR AGAINST ABSTAIN
Item 2 - Proposal to ratify the selection of Coopers / / / / / /
& Lybrand L.L.P. as independent accountants for the
Company's 1996 fiscal year.
Item 3 - In their discretion, the Proxies are authorized
to vote upon such other and further business as may be
brought before the meeting or any adjournments thereof.
IF THE PROXY CARD IS SIGNED AND RETURNED TO THE COMPANY WITHOUT DIRECTION ON
ANY MATTER, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS IN EACH SUCH
CASE.
Please sign exactly as your name appears hereon. (Note: In the case of joint
ownership, each such owner should sign. Executors, guardians, trustees, etc.
should add their title as such and where more than one executor, etc., is
named, a majority must sign. If the signer is a corporation, please sign full
corporate name by a duly authorized officer.)
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Signature
- --------------------------------------------------------------------------------
Dated
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
FOLD AND DETACH HERE
