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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 earliest event reported: November 12, 1996
PARKER DRILLING COMPANY
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(Exact name or registrant as specified in its charter)
Delaware 1-7573 73-0618660
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(State of other jurisdiction Commission File Number (IRS Employer
of incorporation) Identification No.)
Eight East Third Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (918) 585-8221
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Item 2: Acquisition or Disposition of Assets
On November 12, 1996, Parker Drilling Company ("Parker") announced
that it had completed the previously announced acquisitions of
Mallard Bay Drilling, Inc. and Quail Tools, Inc. The acquisitions
were financed with the proceeds of Parker's sale of $300 million in
9 3/4% Senior Notes due 2006 and a $100 million bank term loan. In
addition, Parker issued shares of a newly designated series of
convertible preferred stock with a value of $25 million to Mallard's
former owner. Such shares will be automatically converted into
shares of Parker's common stock if the Parker stockholders vote to
approve an increase in Parker's authorized shares at the annual
meeting in December. A copy of the press release announcing the
closing of the acquisitions is annexed hereto as Exhibit 99 and
incorporated herein by reference.
Item 7: Financial Statements, Pro-Forma Financial Incorporation and Exhibits
(a) Financial Statements - The required historical financial
statements for the acquired businesses are not included
herewith because it was impracticable to provide such
financial statements as of the date this Report was filed with
the Commission. Parker will provide such information in a Form
8-K/A as soon as practicable but in any event no later than 60
days after the date this Report was required to be filed with
the Commission.
(b) Pro-Forma Financial Statements - The required pro forma
financial information is not included herewith because it was
impracticable to provide such information as of the date this
Report was filed with the Commission. Parker will provide such
information in a Form 8-K/A as soon as practicable but in any
event no later than 60 days after the date this Report was
required to be filed with the Commission.
(c) Exhibits
2.1 Stock Purchase Agreement dated September 14, 1996
between Parker Drilling Company and Energy Ventures, Inc.
(incorporated by reference to Exhibit 2 to Parker
Drilling Company's Current Report on Form 8-K/A dated
October 24, 1996).
2.2 Stock Purchase Agreement dated October 7, 1996 between
Parker Drilling Company, Quail Tools, Inc. and the
stockholders of Quail Tools, Inc. (incorporated by
reference to Exhibit 2 to Parker Drilling Company's
Current Report on Form 8-K dated October 7, 1996).
99. Press Release dated November 12, 1996
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SIGNATURE
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 hereunto duly authorized.
PARKER DRILLING COMPANY
By: /s/ Robert L. Parker Jr.
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Robert L. Parker Jr.
President and Chief Executive Officer
Date: November 25, 1996
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Stock Purchase Agreement dated September 14, 1996
between Parker Drilling Company and Energy Ventures, Inc.
(incorporated by reference to Exhibit 2 to Parker
Drilling Company's Current Report on Form 8-K/A dated
October 24, 1996).
2.2 Stock Purchase Agreement dated October 7, 1996 between
Parker Drilling Company, Quail Tools, Inc. and the
stockholders of Quail Tools, Inc. (incorporated by
reference to Exhibit 2 to Parker Drilling Company's
Current Report on Form 8-K dated October 7, 1996).
99 Press Release dated November 12, 1996
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EXHIBIT 99
PARKERNEWS [PARKER DRILLING COMPANY LOGO]
Parker Drilling Company
Parker Building, Eight East Third Street Tulsa Oklahoma 74103 (918) 585-8221
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION, CONTACT:
Ed Hendrix 918-631-1273
or Phil Burch 918-631-1320
PARKER DRILLING CLOSES ON MALLARD, QUAIL ACQUISITIONS
(Tulsa, Okla., Nov. 12, 1996) -- Parker Drilling Company (NYSE: PKD) today
announced the completion of two acquisitions: Mallard Bay Drilling, Inc., for
$338 million; and Quail Tools, Inc., for $65 million.
Mallard operates 40 drilling and workover barges in the shallow waters
of the Gulf of Mexico and Nigeria, plus seven platform rigs in the Gulf of
Mexico and offshore Peru and Thailand. The company was purchased from Energy
Ventures, Inc. (NYSE: EVI). Quail is a provider of premium rental tools used in
difficult well drilling, production and workover primarily to companies working
in the Gulf of Mexico and Gulf Coast land regions. Both companies are based in
New Iberia, La.
Parker said the acquisitions were financed with the proceeds from the
sale of $300 million of senior notes and a $100 million bank term loan. In
addition, $25 million of convertible preferred stock was issued to Energy
Ventures, Inc., which will automatically be converted into common stock.
"With the closing of these key acquisitions, Parker is now positioned
in the active Gulf of Mexico drilling and rental tool markets," said Robert L.
Parker Jr., president and chief executive officer. "These businesses complement
Parker's land contract drilling business and provide opportunities for
expansion into worldwide markets," he added.
Parker, founded in 1934, has operated in 48 nations worldwide. The
company is based in Tulsa.
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