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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
----------
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[x] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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)
SUPERIOR ENERGY SERVICES, INC.
(Name of Person Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[x] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which the transaction
applies: (i) Common Stock ("Parker Common Stock"), par value
$0.16 2/3 per share, of Parker Drilling Company ("Parker") to
be issued in connection with the transaction and (ii) Common
Stock ("Superior Common Stock"), par value $0.001 per share,
of Superior Energy Services, Inc. ("Superior") to be acquired
by Parker in the transaction.
(2) Aggregate number of securities to which transaction applies:
(i) ______, being the maximum number of shares of Parker Common
Stock to be issued in the transaction and (ii) ______ being the
maximum number of shares of Superior Common Stock to be
converted into Parker Common Stock in the transaction.
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: The per unit
price of each share of Superior Common Stock is $3.09 (the
average of the high and low price of such stock on the Nasdaq
National Market on December 1, 1998). The filing fee of
$________ is calculated in accordance with Rule 0-11(c)(1)
under the Exchange Act by multiplying 0.000278 by the product
of (i) 30,554,023 shares of Superior Common Stock to
be canceled in the transaction (which number is the sum of
(x) 28,792,523, the number of Superior shares outstanding on
December 1, 1998 and (y) 1,761,500, the number of shares that
could be issued between December 1, 1998 and the effective
time of the transaction) and (ii) $3.09.
(4) Proposed maximum aggregate value of the transaction:
$94,411,931.
(5) Total fee paid: $26,247.
[ ] 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.
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PARKER DRILLING COMPANY SUPERIOR ENERGY SERVICES, INC.
A MERGER PROPOSAL--YOUR VOTE IS VERY IMPORTANT
The Boards of Directors of Parker Drilling Company and Superior Energy
Services, Inc. have agreed on a merger by which Parker will acquire Superior.
As a result of the merger, Superior will become a wholly owned subsidiary of
Parker.
Upon completion of the merger, Parker will issue to Superior
stockholders 0.975 of a share of Parker Common Stock for each share of Superior
Common Stock that they own. Parker stockholders will continue to own their
existing shares after the merger. Parker will issue approximately 28 million
shares of Parker Common Stock to Superior stockholders in the merger, which
will result in former Superior stockholders owning approximately 27% of the
combined companies. Parker Common Stock is traded on the New York Stock
Exchange under the symbol "PKD", and Superior Common Stock is traded on the
Nasdaq National Market under the symbol "SESI". On November 30, 1998, the
closing sales price of Parker Common Stock was $3 3/4 per share, and the
closing sales price of Superior Common Stock was $3 1/8 per share.
The merger cannot be completed unless the Superior stockholders
approve it and the merger agreement and the Parker stockholders approve both an
amendment to the Parker charter that increases the number of authorized shares
of Parker Common Stock and the issuance of Parker Common Stock to the Superior
stockholders in compliance with the rules of the New York Stock Exchange.
Parker stockholders will vote on the transaction at its annual meeting, and
Superior stockholders will vote on the transaction at a special meeting. YOUR
VOTE IS VERY IMPORTANT.
The Boards of Directors of both Parker and Superior have determined
that the terms of the merger agreement and the merger are fair to and in the
best interests of their respective stockholders and have unanimously approved
the merger agreement. THEREFORE, THE PARKER BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT PARKER STOCKHOLDERS VOTE FOR APPROVAL OF THE CHARTER AMENDMENT
AND THE SHARE ISSUANCE AND THE SUPERIOR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT SUPERIOR STOCKHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT
AND THE MERGER. Parker stockholders will also vote on directors and
ratification of Parker's accountants. THE PARKER BOARD OF DIRECTORS ALSO
UNANIMOUSLY RECOMMENDS THAT PARKER STOCKHOLDERS VOTE FOR THE TWO NOMINEES FOR
DIRECTOR AND FOR THE RATIFICATION OF THE BOARD'S SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS PARKER'S INDEPENDENT ACCOUNTANTS FOR 1999.
Whether or not you plan to attend a meeting, please take the time to
vote by completing and mailing the enclosed proxy card to us. If you sign,
date and mail your proxy card without indicating how you want to vote, your
proxy will be counted as a vote in favor of the merger and the merger agreement
in the case of the Superior meeting, or in favor of the charter amendment, the
share issuance, the election of directors and the ratification of independent
accountants in the case of the Parker meeting. If you fail to return your
card, the effect in most cases will be a vote against such matters.
The dates, times and places of the meetings are as follows:
FOR SUPERIOR STOCKHOLDERS:
________, 1999; 10:00 A.M., LOCAL TIME
201 ST. CHARLES AVE.
52ND FLOOR
NEW ORLEANS, LOUISIANA
FOR PARKER STOCKHOLDERS:
_________, 1999; 10:00 A.M., LOCAL TIME
THE PARKER BUILDING
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA
This Joint Proxy Statement/Prospectus is a prospectus of Parker for
the issuance of Parker Common Stock in connection with the merger and a joint
proxy statement for Parker and Superior to solicit proxies BY THEIR RESPECTIVE
BOARDS OF DIRECTORS for use at their respective meetings of stockholders. This
Joint Proxy Statement/Prospectus provides you with detailed information about
the proposed merger. PLEASE REFER TO THE SECTION OF THIS JOINT PROXY
STATEMENT/PROSPECTUS ENTITLED RISK FACTORS ON PAGE 15. In addition, you may
obtain information about our companies from documents that we have filed with
the Securities and Exchange Commission. We encourage you to read this entire
document carefully.
[Signature] [Signature]
Robert L. Parker Terence E. Hall
Chairman of the Board Chairman of the Board
Parker Drilling Company Superior Energy Services, Inc.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAS APPROVED THE PARKER COMMON STOCK TO BE ISSUED IN THE MERGER OR
HAS DETERMINED IF THIS JOINT PROXY STATEMENT/PROSPECTUS IS ACCURATE OR
ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Joint Proxy Statement/Prospectus is dated , and is being first mailed
to stockholders on .
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PARKER DRILLING COMPANY
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103
(918) 585-8221
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON __________, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Parker Drilling Company, a Delaware corporation ("Parker"), will be held at The
Parker Building, Eight East Third Street, Tulsa, Oklahoma on __________, 1999
at 10:00 a.m., local time, for the following purposes:
1. To elect two directors;
2. To approve the issuance of approximately 28 million shares of
Parker Common Stock, par value $0.16 2/3, pursuant to an Agreement and
Plan of Merger dated as of October 28, 1998, as amended, among Parker,
Saints Acquisition Company, a Delaware corporation and a wholly owned
subsidiary of Parker, and Superior Energy Services, Inc.;
3. To approve an amendment to Parker's Restated Certificate of
Incorporation to increase the number of authorized shares of Parker
Common Stock from 120,000,000 shares to 170,000,000 shares;
4. To approve the selection of PricewaterhouseCoopers LLP as
Parker's independent accountants for 1999; and
5. To transact any other business that is properly brought before
the meeting.
The Board of Directors of Parker has fixed the close of business on
__________ as the record date. Only holders of record of shares of Parker
Common Stock at the close of business on the record date are entitled to notice
of, and to vote at, the Annual Meeting. A complete list of these stockholders
will be available for examination at the offices of Parker in Tulsa, Oklahoma
during normal business hours by any Parker stockholder, for any purpose germane
to the Annual Meeting, for a period of 10 days prior to the meeting.
Stockholders of Parker are not entitled to any appraisal or dissenter's rights
under the Delaware General Corporation Law in respect of the merger.
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING
IN PERSON, WE REQUEST THAT YOU SIGN AND RETURN THE ENCLOSED PROXY OR VOTING
INSTRUCTION CARD AND THUS ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE
ANNUAL MEETING IF YOU ARE UNABLE TO ATTEND. IF YOU DO ATTEND THE ANNUAL
MEETING AND WISH TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
By Order of the Board of Directors
Leslie D. Rosencutter
Secretary
Tulsa, Oklahoma
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SUPERIOR ENERGY SERVICES, INC.
1105 PETERS ROAD
HARVEY, LOUISIANA 70058
(504) 362-4321
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON __________, 1999
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of
Superior Energy Services, Inc., a Delaware corporation ("Superior"), will be
held at 201 St. Charles Ave., 52nd Floor, New Orleans, Louisiana on _________,
1999 at 10:00 a.m., local time, for the following purposes:
1. To consider and vote upon a proposal to approve the Agreement
and Plan of Merger dated as of October 28, 1998, as amended, among
Parker Drilling Company, a Delaware corporation, Saints Acquisition
Company, a Delaware corporation and a wholly owned subsidiary of
Parker, and Superior; and
2. To transact such other business as may properly come before
the Special Meeting or any adjournment thereof.
The Board of Directors of Superior has fixed the close of business on
_______________, as the record date. Only holders of record of shares of
Superior Common Stock at the close of business on the record date are entitled
to notice of, and to vote at, the Special Meeting. A complete list of these
stockholders will be available for examination at the offices of Superior in
Harvey, Louisiana during normal business hours by any Superior stockholder, for
any purpose germane to the Special Meeting, for a period of 10 days prior to
the meeting. Stockholders of Superior are not entitled to any appraisal or
dissenter's rights under the Delaware General Corporation Law in respect of the
merger.
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE SPECIAL
MEETING IN PERSON, WE REQUEST THAT YOU SIGN AND RETURN THE ENCLOSED PROXY OR
VOTING INSTRUCTION CARD TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE
SPECIAL MEETING. IF YOU DO ATTEND THE SPECIAL MEETING AND WISH TO VOTE IN
PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
By Order of the Board of Directors
Carolyn Plaisance
Secretary
Harvey, Louisiana
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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This Joint Proxy Statement/Prospectus contains certain statements that are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934. These statements may be made directly in this document referring
to Parker and Superior, or may be "incorporated by reference" from other
documents filed with the Securities and Exchange Commission. All statements
included in this document, other than statements of historical facts, that
address activities, events or developments that Parker or Superior expects,
projects, believes or anticipates will or may occur in the future, including
future operating results, future capital expenditures and investments in the
acquisition and refurbishment of rigs and equipment, repayment of debt,
expansion and growth of operations, Year 2000 issues, and other such matters,
are forward-looking statements.
Forward-looking statements are based on certain assumptions and analyses
made by the managements of Parker or Superior in light of their experience and
perception of historical trends, current conditions, expected future
developments and other factors they believe are relevant. Although management
of both companies believes that their assumptions are reasonable based on
current information available, they are subject to certain risks and
uncertainties, many of which are outside the control of Parker or Superior.
These risks include worldwide economic and business conditions, oil and gas
market prices, industry conditions, international trade restrictions and
political instability, operating hazards and uninsured risks, governmental
regulations and environmental matters, substantial leverage, seasonality and
adverse weather conditions, concentration of customer and supplier
relationships, potential changes in stock prices, upgrade and refurbishment
projects, competition, integration of operations, acquisition strategy, and
other similar factors (some of which are discussed in documents incorporated by
reference). Please refer to the Risk Factors section of this Joint Proxy
Statement/Prospectus on page 15 for a more detailed discussion.
Because the forward-looking statements are subject to risks and
uncertainties, the actual results of operations and actions taken by Parker and
Superior may differ materially from those expressed or implied by such
forward-looking statements. Parker's stockholders and Superior's stockholders
are cautioned not to place undue reliance on these statements.
All subsequent written and oral forward-looking statements attributable to
Parker or Superior or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in this
section.
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WHERE YOU CAN FIND MORE INFORMATION
Parker and Superior each file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy any reports, statements or other
information that the companies file at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission
at 1-800-SEC-0330 for further information on the Public Reference Room.
Parker's and Superior's public filings are also available to the public from
commercial document retrieval services and at the Internet web site maintained
by the Commission at "http://www.sec.gov." You may also inspect reports, proxy
statements and other information concerning Parker at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005. You may
inspect reports, proxy statements and other information concerning Superior at
the offices of the National Association of Securities Dealers, Inc., Listing
Section, 1735 K Street, Washington, D.C. 20006.
Parker has filed a Form S-4 Registration Statement with the Commission to
register the shares of Parker Common Stock to be issued to Superior
stockholders in the merger. This Joint Proxy Statement/Prospectus is a part of
the Registration Statement and constitutes a prospectus of Parker for the
issuance of Parker Common Stock in the merger and a joint proxy statement of
Parker and Superior for the Parker Annual Meeting and the Superior Special
Meeting. As allowed by Commission rules, this Joint Proxy Statement/Prospectus
does not contain all the information that stockholders can find in the
Registration Statement or the exhibits to the Registration Statement.
The Commission allows Parker and Superior to "incorporate by reference" the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this Joint Proxy
Statement/Prospectus, and information that we later file with the Commission
will automatically update and supersede this information. This Joint Proxy
Statement/Prospectus incorporates by reference the documents listed below that
Parker and Superior have previously filed with the Commission.
<TABLE>
<CAPTION>
PARKER FILINGS (FILE NO. 1-07573) PERIOD
--------------------------------- ------
<S> <C>
Annual Report on Form 10-K . . . . . . . . . . . . Year ended August 31, 1998
Current Report on Form 8-K . . . . . . . . . . . . Dated November 6, 1998
<CAPTION>
SUPERIOR FILINGS (FILE NO. 0-20310) PERIOD
----------------------------------- ------
<S> <C>
Annual Report on Form 10-KSB . . . . . . . . . . . Year ended December 31, 1997
Quarterly Reports on Form 10-QSB . . . . . . . . . Quarters ended March 31, June 30 and September 30, 1998
Current Report on Form 8-K . . . . . . . . . . . . Dated November 3, 1998
</TABLE>
Parker and Superior also incorporate by reference future filings with the
Commission under Section 13(a), 14 or 15(d) of the Securities Exchange Act of
1934. These include periodic reports, such as Annual Reports on Form 10-K or
Form 10-KSB, Quarterly Reports on Form 10-Q or Form 10-QSB and Current Reports
on Form 8-K, as well as proxy statements.
Parker has supplied all information contained or incorporated by reference
in this Joint Proxy Statement/Prospectus relating to Parker or Saints, and
Superior has supplied all information relating to Superior.
The 1998 Annual Report of Parker is being mailed with this Joint Proxy
Statement/Prospectus to all Parker stockholders and is incorporated by
reference. Both Parker stockholders and Superior stockholders may have also
received some of the other documents incorporated by reference. You may obtain
these documents through the applicable company or the Commission or the
Commission's Internet web site described above. All documents incorporated by
reference are available from the applicable company without charge, excluding
all exhibits unless specifically incorporated by reference as an exhibit in
this Joint Proxy Statement/Prospectus. You may request such documents from the
applicable company, in writing or by telephone, at the following addresses:
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PARKER DRILLING COMPANY
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103
(918) 585-8221
SUPERIOR ENERGY SERVICES, INC.
1105 PETERS ROAD
HARVEY, LOUISIANA 70058
(504) 362-4321
If you would like to request documents, please do so by ________________,
to receive them before the meetings. If you request any incorporated
documents, the appropriate company will mail them to you by first-class mail,
or other equally prompt means, within one business day of receipt of your
request.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS JOINT PROXY STATEMENT/PROSPECTUS TO VOTE YOUR SHARES AT THE
MEETINGS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT
IS DIFFERENT FROM WHAT IS CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS.
THIS JOINT PROXY STATEMENT/PROSPECTUS IS DATED ____________. YOU SHOULD NOT
ASSUME THAT THE INFORMATION CONTAINED IN THE JOINT PROXY STATEMENT/PROSPECTUS
IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND NEITHER THE MAILING OF
THIS JOINT PROXY STATEMENT/PROSPECTUS TO STOCKHOLDERS NOR THE ISSUANCE OF
SHARES OF PARKER COMMON STOCK IN THE MERGER SHALL CREATE ANY IMPLICATION TO THE
CONTRARY.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
JOINT PROXY STATEMENT/PROSPECTUS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
The Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
The Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
Recommendation of the Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
What You Will Receive in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Opinions of Financial Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Termination of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
Anticipated Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
No Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
Comparative Rights of Superior and Parker
Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
Market Price and Dividend Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
SUMMARY HISTORICAL FINANCIAL INFORMATION PARKER DRILLING COMPANY AND
SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
SUMMARY HISTORICAL FINANCIAL INFORMATION SUPERIOR ENERGY SERVICES, INC. . . . . . . . . . . . . . . . . . . . . . . -12-
Unaudited Pro Forma Condensed Financial
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
Comparative Per Share Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Industry Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Risks of International Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Operating Hazards and Uninsured Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
Governmental Regulation and Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
Substantial Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
Seasonality and Adverse Weather Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
Concentration of Customer and Supplier Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
Number of Parker Shares is Fixed Despite Potential Changes in Stock Prices . . . . . . . . . . . . . . . . . . -18-
Risk of Upgrade and Refurbishment Projects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
Integration of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
Risks of Acquisition Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
THE COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
Parker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
Saints Acquisition Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
Superior . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
THE MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
Date, Time and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-
Purposes of the Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
Record Date and Outstanding Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
Voting and Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
General Description of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
Parker's Reasons for the Merger; Recommendation
of Parker's Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
Superior's Reasons for the Merger; Recommendation
of Superior's Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
Opinions of Financial Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -34-
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -35-
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
Governmental and Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
Restrictions on Resales by Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
CERTAIN TERMS OF THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Manner and Basis of Converting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Superior Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -40-
Certain Covenants; Conduct of Business Prior to the
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -41-
No Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -42-
Certain Post-Merger Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
Termination or Amendment of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -43-
Expenses and Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -44-
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -44-
UNAUDITED PRO FORMA FINANCIAL
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -45-
DESCRIPTION OF PARKER CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
Parker Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
Rights to Purchase Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
Parker Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -49-
Certain Provisions of Parker Charter and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -50-
Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -50-
COMPARATIVE RIGHTS OF PARKER AND SUPERIOR STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
Power to Call Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
Stockholder Vote Required for Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
Action by Written Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
Amendments of Charter or Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C>
THE PARKER ANNUAL MEETING -- ADDITIONAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
Election of Parker Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
Information with Respect to Nominees for Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
</TABLE>
Appendices:
A -- Agreement and Plan of Merger, as amended
B -- Opinion of Jefferies & Company, Inc.
C -- Opinion of Johnson Rice & Company, L.L.C.
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<PAGE> 10
JOINT PROXY STATEMENT/PROSPECTUS SUMMARY
This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the
merger fully and for a more complete description of the legal terms of the
merger, you should read carefully this entire document, including the attached
merger agreement, and the documents referred to in "Where You Can Find More
Information" (page iii). We have included page references parenthetically to
direct you to a more complete description of the topics presented in this
summary.
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q: HOW DO PROXIES WORK?
A: Giving your proxy means you authorize the company to vote your shares
at the meeting in the manner you direct on your proxy card. Parker
stockholders may vote for all, some, or none of the director
candidates. You may also vote for or against the other proposals or
abstain from voting.
Parker Stockholders - If you sign and return the proxy card, or
alternatively, if you submit your proxy by logging on to the Parker
Internet site, but do not specify how to vote, we will vote your
shares in favor of the amendment to our charter to increase the
authorized shares of Parker Common Stock, the issuance of Parker
Common Stock in the merger, our director candidates and the management
proposal for the ratification of independent accountants.
Superior Stockholders - If you sign and return the proxy card but do
not specify how to vote, we will vote your shares in favor of the
merger agreement and the merger.
You may receive more than one proxy card in the mail depending on how
you hold your shares. Parker employees receive a separate card for
any shares they hold in Parker's 401(k) plan. Also, if you have
shares that are held by your stockbroker you will get material from
them asking how you want to vote. If you would like to combine
various household accounts for Parker Common Stock into one for
purposes of proxy solicitation, please call the Parker stock transfer
agent, 800-468-9716, and instruct the Norwest Bank Minnesota, N.A.
representative to do so.
Q: WHO MAY ATTEND THE MEETINGS?
A: Only Parker stockholders, their proxy holders and Parker's guests may
attend the Parker meeting. Only Superior stockholders, their proxy
holders and Superior's guests may attend the Superior meeting.
Q: WHY ARE THE TWO COMPANIES PROPOSING TO MERGE?
A: Parker and Superior are proposing to merge to create one of the
largest rental tool companies in the world. We believe the merger
will enhance the combined companies' ability to compete in a rapidly
changing and more competitive world. The merger will provide the
companies greater critical mass in their Gulf of Mexico and Gulf Coast
rental tool operations, a broader range of products and services to
offer to customers and enhanced opportunities to leverage off of
Parker's extensive international presence for marketing rental tool
services to international oil operators. For Parker, the merger will
strengthen its financial position, and for Superior, the merger will
diversify its operations beyond the Gulf of Mexico and Gulf Coast
markets.
Q: WHAT WILL SUPERIOR STOCKHOLDERS RECEIVE FOR THEIR SUPERIOR SHARES?
A: Superior stockholders will receive 0.975 of a share of Parker Common
Stock in exchange for each of their shares of Superior Common Stock.
This exchange ratio will not change, even if the market price of the
Parker Common Stock or the Superior Common Stock increases or
decreases between now and the date that the merger is completed.
Therefore, the value of the shares of Parker Common Stock received in
the merger by a Superior stockholder may be less or more than the
market value of his or her shares of Superior Common Stock prior to
completion of the merger.
Parker will not issue fractional shares in the merger. As a result,
if you are a Superior stockholder, the total number of shares of
Parker Common Stock that you will receive in the merger will be
rounded down to the nearest whole number, and you will receive a
<PAGE> 11
cash payment for the value of the remaining fraction of a share of
Parker Common Stock that you would otherwise receive. For example, if
you hold 100 shares of Superior Common Stock at the time of
conversion, you would receive 97 shares of Parker Common Stock, plus a
cash payment equal to the market value of 0.50 of a share of Parker
Common Stock on the closing date.
Q: WILL PARKER STOCKHOLDERS RECEIVE ANY SHARES AS A RESULT OF THE MERGER?
A: No. Parker stockholders will continue to hold the same number of
shares of Parker Common Stock they currently own.
Q: WHO MAY VOTE?
A: Stockholders of Parker, as recorded in the Parker stock register on
____________, may vote at the Parker Annual Meeting. Stockholders of
Superior, as recorded in the Superior stock register on ________, may
vote at the Superior Special Meeting.
Q: HOW DO I VOTE?
A: You may vote in person at the meeting or by proxy. Parker
stockholders may vote by proxy via mail, telephone, or the Internet.
Superior stockholders may vote by proxy via mail. Instructions are
provided on your proxy card. We recommend you vote by proxy even if
you plan to attend a meeting. You can always change your vote at the
meeting if you desire to do so.
Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER
VOTE MY SHARES FOR ME?
A: Your broker will vote your shares only if you provide instructions on
how to vote. You should instruct your broker to vote your shares.
Your broker will not be able to vote your shares, except for approval
of the Parker directors and ratification of Parker's accountants,
without instructions from you.
Q: CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?
A: Yes. You may revoke your proxy before it is voted by submitting a new
proxy with a later date, by voting in person at the meeting or by
notifying the applicable company's Corporate Secretary in writing at
the address listed under "Where You Can Find More Information" at page
iii. If you have instructed a broker to vote your shares, you must
follow directions received from your broker to change those
instructions.
Q: WHAT IS A QUORUM?
A: In order to carry on the business of the meeting, we must have a
quorum. This means at least a majority of the outstanding shares
eligible to vote must be represented at each of the meetings, either
by proxy or in person.
Q: HOW MANY VOTES ARE REQUIRED?
A: PARKER - The two director candidates receiving the most votes will
be elected to fill the Class III seats on the board. Approval of the
share issuance requires the favorable vote of at least a majority of
the votes cast provided the total number of votes cast equals at least
a majority of the outstanding shares of Parker Common Stock. Approval
of the charter amendment requires the favorable vote of at least a
majority of the outstanding shares of Parker Common Stock. Approval
of the management proposal for ratification of the independent
accountants requires the favorable vote of at least a majority of the
votes actually cast. Only votes for or against the proposals count.
Abstentions and broker non-votes count for quorum purposes but not for
voting purposes. Broker non-votes occur when a broker returns a proxy
but does not have authority to vote on a particular proposal.
SUPERIOR - The favorable vote of at least a majority of the
outstanding shares of Superior Common Stock is required to approve the
merger agreement and the merger.
Q: SHOULD SUPERIOR STOCKHOLDERS OR PARKER STOCKHOLDERS SEND IN THEIR
STOCK CERTIFICATES NOW?
A: No. If you are a Superior stockholder, after the merger is completed
you will receive written instructions for exchanging your shares of
Superior Common Stock for shares of Parker Common Stock and a cash
payment in lieu of any fractional share of Parker Common Stock. If
you are a Parker stockholder, you should retain your certificates, as
you will continue to hold the Parker shares you currently own.
-2-
<PAGE> 12
Q: WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO PARKER AND SUPERIOR
STOCKHOLDERS?
A: The exchange of shares of Superior Common Stock for shares of Parker
Common Stock in the merger will be tax- free to Superior stockholders
for federal income tax purposes. Holders of Superior Common Stock
may, however, have to pay taxes on any cash received for fractional
shares.
The merger will not have any effect on Parker stockholders for federal
income tax purposes.
Tax matters can be complicated, and the tax consequences of the merger
to you will depend on the facts of your own situation. You should
consult your own tax advisors to fully understand the tax consequences
of the merger to you.
Q: WHAT WILL SUPERIOR STOCKHOLDERS' TAX BASIS BE IN THE PARKER COMMON
STOCK THEY RECEIVE IN THE MERGER?
A: Your tax basis in the shares of Parker Common Stock will equal your
current tax basis in your Superior Common Stock (reduced by any amount
allocable to a fractional share interest for which cash is received,
which should be a nominal amount).
Q: WHAT REGULATORY APPROVALS ARE REQUIRED?
A: None, other than those already obtained.
Q: WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?
A: We hope to complete the merger immediately after the Parker and
Superior stockholders' meetings. We are working toward completing the
merger as quickly as possible.
Q: WHO CAN HELP ANSWER MY QUESTIONS?
A: If you are a Parker stockholder and you have questions about the
merger or the other matters to be voted upon, you should contact:
Parker Drilling Company
Eight East Third Street
Tulsa, Oklahoma 74103
(918) 585-8221
Attention: Ed Hendrix
If you are a Superior stockholder and you have questions about the
merger, you should contact:
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
(504) 362-4321
Attention: Investor Relations
Parker stockholders and Superior stockholders may also contact
Kissel-Blake, Inc., attention Sean O'Hara, the proxy solicitor, who
may be called at 212-344-6733.
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<PAGE> 13
THE COMPANIES (PAGE 20)
PARKER DRILLING COMPANY (PAGE 20)
EIGHT EAST THIRD STREET
TULSA, OKLAHOMA 74103
(918) 585-8221
Parker provides contract drilling and drilling related services in the
transition zones of the Gulf of Mexico and Nigeria, in the offshore waters of
the Gulf of Mexico and in other international and domestic land oil and gas
producing regions. Parker's services primarily consist of drilling and
workover services and renting equipment and tools used in drilling and workover
operations. At August 31, 1998, Parker had consolidated total assets of
approximately $1.2 billion and consolidated stockholders' equity of
approximately $378 million. Currently, Parker operates in 15 countries and
employs approximately 4,200 persons worldwide.
SUPERIOR ENERGY SERVICES, INC. (PAGE 22)
1105 PETERS ROAD
HARVEY, LOUISIANA 70058
(504) 362-4321
Superior provides a broad range of specialized oil field services and
equipment. These services and equipment include the rental of specialized oil
field equipment, oil and gas well plug and abandonment services, electric and
mechanical wireline services, the manufacture, sale and rental of drilling
instrumentation and the manufacture and sale of oil spill containment
equipment. At September 30, 1998, Superior had consolidated assets of
approximately $142.5 million, consolidated stockholders' equity of
approximately $96.4 million and approximately 700 employees throughout the Gulf
Coast region.
THE MEETINGS (PAGE 22)
DATE, TIME AND PLACE OF MEETINGS (PAGE 22)
PARKER. Parker's Annual Meeting will be held on _________, 1999, at the
Parker Building, Eight East Third Street, Tulsa, Oklahoma commencing at 10:00
a.m., local time.
SUPERIOR. A Special Meeting of stockholders of Superior will be held on
__________, 1999, at 201 St. Charles Avenue, 52nd Floor, New Orleans, Louisiana
commencing at 10:00 a.m., local time.
PURPOSES OF THE MEETINGS (PAGE 23)
PARKER ANNUAL MEETING. At the Parker Annual Meeting, holders of shares of
common stock will be asked to:
o approve the issuance of Parker Common Stock pursuant to the merger
agreement;
o approve an amendment to Parker's Restated Certificate of Incorporation to
increase the number of authorized shares of Parker Common Stock from
120,000,000 shares to 170,000,000 shares;
o elect two directors (Class III) to the Parker Board of Directors; and
o ratify the appointment of PricewaterhouseCoopers LLP as Parker's
independent accountants for 1999.
Under Delaware law, the Parker stockholders are not required to approve the
merger agreement. However, Parker stockholder approval of both the share
issuance and the charter amendment is required to complete the merger.
SUPERIOR SPECIAL MEETING. At the Superior Special Meeting, common
stockholders will be asked to approve the merger agreement and the merger.
THE RECORD DATE FOR VOTING AT THE STOCKHOLDER MEETINGS (PAGE 23)
PARKER. If you owned shares of Parker Common Stock as of the Parker record
date (which is the close of business on _____________) you are entitled to vote
at the Parker Annual Meeting. At the Parker record date, there were
____________ shares of Parker Common Stock entitled to vote at the Parker
Annual Meeting.
SUPERIOR. If you owned shares of Superior Common Stock as of the Superior
record date (which is the close of business on __________) you are entitled to
vote at the Superior Special Meeting. At the Superior record date, there were
____________ shares of Superior Common Stock entitled to vote at the Superior
Special Meeting.
VOTES REQUIRED (PAGE 24)
Prior to completion of the merger, Parker and Superior must obtain the
approval of their stockholders. The Parker stockholders must approve the share
issuance and the charter amendment, and the Superior stockholders must approve
the merger agreement and the merger.
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<PAGE> 14
PARKER. The share issuance requires the favorable vote of at least a
majority of the votes cast on the proposal, provided that the total number of
votes cast equals at least a majority of the outstanding shares of Parker
Common Stock. The charter amendment requires the favorable vote of a majority
of the outstanding shares of Parker Common Stock. Parker directors will be
elected by a plurality of the votes cast at the Parker Annual Meeting.
Ratification of the independent accountants of Parker requires the favorable
vote of a majority of the votes cast. Parker stockholders will have one vote
for each share of Parker Common Stock held of record on _______, to cast for
each issue voted upon at the Parker Annual Meeting.
At the record date for the Parker Annual Meeting, the directors and
executive officers of Parker owned approximately _____% of the outstanding
shares of Parker Common Stock entitled to vote at the Parker Annual Meeting.
Each of these directors and executive officers advised Parker that he or she
plans to vote or to direct the vote of all their shares of Parker Common Stock
in favor of the share issuance, the charter amendment, the proposal to ratify
independent accountants, and the election of the proposed nominees for
director.
SUPERIOR. Approval of the merger agreement and the merger requires the
favorable vote of at least a majority of the total outstanding shares of
Superior Common Stock. Superior stockholders will have one vote at the
Superior Special Meeting for each share of Superior Common Stock held of record
on _______, 1999.
At the record date for the Superior Special Meeting, the directors and
executive officers of Superior owned approximately _____ of the outstanding
shares of Superior Common Stock entitled to vote at the Superior Special
Meeting. Each of these directors and executive officers have advised Superior
that he or she plans to vote or to direct the vote of all their shares of
Superior Common Stock in favor of the merger agreement and the merger.
RECOMMENDATION OF THE BOARDS OF DIRECTORS (PAGE 28)
PARKER. The Board of Directors of Parker has determined that the share
issuance and the charter amendment are fair to Parker and to you as a Parker
stockholder and that they are in the best interests of Parker and its
stockholders. The Parker Board of Directors therefore recommends that you vote
for the approval of both the charter amendment and the share issuance. Each of
the above transactions has been approved by the Board of Directors. The Parker
Board of Directors also recommends that you vote for the two nominees for
director and for the ratification of the appointment of independent accountants
for 1999.
SUPERIOR. The Board of Directors of Superior has determined that the terms
of the merger agreement are fair to you as a Superior stockholder and are in
your best interests, and therefore recommends that you vote for the approval of
the merger agreement and merger.
THE MERGER AGREEMENT (PAGE 38)
The merger agreement is the contract that defines the terms by which Parker
will acquire Superior. It also states the conditions to be satisfied prior to
the actual merger and the representations and covenants made by Parker and
Superior to each other. The merger agreement, with any amendments, is attached
as Appendix A and is incorporated by reference. We urge you to read the merger
agreement as well as the more detailed descriptions located in the main body of
this Joint Proxy Statement/Prospectus.
WHAT YOU WILL RECEIVE IN THE MERGER (PAGE 38)
PARKER STOCKHOLDERS:
After the merger, each share of Parker Common Stock will remain outstanding
and Parker stockholders will continue to hold the same number of shares of
Parker Common Stock they currently own.
SUPERIOR STOCKHOLDERS:
If the merger is approved:
o Saints will be merged with and into Superior, with Superior being the
surviving corporation in the merger;
o Superior will become a wholly owned subsidiary of Parker; and
o each issued and outstanding share of Superior Common Stock will be
converted into the right to receive from Parker 0.975 of a share of Parker
Common Stock (the "Exchange Ratio") and a cash payment for any fraction of
a share.
BACKGROUND OF THE MERGER (PAGE 26)
The prospect of a merger between Parker and Superior was brought to our
attention by our respective financial advisors. Because such a merger was
consistent with Parker's and Superior's strategic long-term business goals and
strategies, we proceeded to
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<PAGE> 15
examine closely the prospect of such a merger. Please refer to the main body
of this Joint Proxy Statement/Prospectus for a detailed description of the
events leading up to the decision to enter into the merger agreement.
REASONS FOR THE MERGER (PAGE 28)
We believe that the merger will provide Parker and Superior a number of
strategic, operational, and financial benefits. The discussion in the main
body of this Joint Proxy Statement/Prospectus outlines these benefits.
OPINIONS OF FINANCIAL ADVISORS (PAGE 29)
PARKER. In deciding to approve the merger, Parker's Board of Directors
considered, among other factors, the opinion of its financial advisor,
Jefferies & Company, Inc., that the consideration to be paid by Parker in
connection with the merger was fair to Parker from a financial point of view.
The full text of Jefferies written opinion describes the basis and assumptions
on which it rendered its opinion and is attached as Appendix B to this Joint
Proxy Statement/Prospectus. PARKER URGES ITS STOCKHOLDERS TO READ THE ENTIRE
JEFFERIES OPINION CAREFULLY.
SUPERIOR. In deciding to approve the merger, the Superior Board of
Directors considered the opinion of its financial advisor, Johnson Rice &
Company, L.L.C., that the Exchange Ratio was fair from a financial point of
view to the stockholders of Superior Common Stock. The full text of the
Johnson Rice opinion describes the basis on which it rendered its opinion and
is attached as Appendix C to this Joint Proxy Statement/Prospectus. SUPERIOR
URGES ITS STOCKHOLDERS TO READ THE ENTIRE JOHNSON RICE OPINION CAREFULLY.
INTERESTS OF CERTAIN PERSONS IN THE MERGER (PAGE 34)
In considering the Superior Board's recommendation that Superior
stockholders vote in favor of approval and adoption of the merger agreement and
the merger, Superior stockholders should be aware that a number of Superior's
officers and directors have employment agreements that give them interests in
the merger that are different from other Superior stockholders.
CONDITIONS TO THE MERGER (PAGE 39)
Parker and Superior will not complete the merger unless a number of
conditions as required by the merger agreement are satisfied or, if permitted,
waived by them. We cannot guarantee that all of the required conditions will
be satisfied or waived or that the merger will take place. Please refer to the
main body of this Joint Proxy Statement/Prospectus for a detailed description
of the required conditions.
TERMINATION OF THE MERGER AGREEMENT (PAGE 43)
We can mutually agree to terminate the merger agreement and call off the
merger at any time before completing the merger, whether before or after the
receipt of stockholder approval. Also, either of us can cancel the merger if:
o we do not complete the merger before May 31, 1999, except that either of us
may extend this date to August 31, 1999 if all of the required permits are
not received by May 31, 1999, or if a government order prevents the merger
from occurring by May 31, 1999;
o a governmental authority prohibits the merger;
o the stockholders of Superior do not approve the merger and adopt the merger
agreement; or
o the stockholders of Parker do not approve the share issuance and the charter
amendment.
BY PARKER. Parker may terminate the merger agreement:
o if Superior materially breaches any of its representations, warranties,
covenants or agreements contained in the merger agreement so that Parker's
conditions to effecting the merger would not be satisfied;
o if any person commences a tender offer or exchange offer for 30 percent or
more of the outstanding shares of Superior Common Stock and the Superior
Board of Directors, within 10 business days after such offer is commenced,
either fails to recommend against acceptance of such offer by its
stockholders or takes no position with respect to the acceptance of such
offer;
o if any person or group owns or has a right to acquire ownership of 30
percent or more of the then outstanding shares of Superior; or
o if the Board of Directors of Superior withdraws, modifies, or changes its
recommendation that Superior stockholders approve the merger agreement and
the merger, recommends an alternative proposal, or resolves to do so.
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<PAGE> 16
BY SUPERIOR. Superior may terminate the merger agreement:
o if Parker materially breaches any of its representations, warranties,
covenants or agreements contained in the merger agreement so that
Superior's conditions to effecting the merger would not be satisfied; or
o if Superior accepts an alternative acquisition proposal and pays to Parker
a termination fee in the amount of $7 million.
TERMINATION FEE (PAGE 44)
Superior will be required to pay to Parker $7 million:
o if Parker terminates the merger agreement because the Board of Directors of
Superior has withdrawn or modified its recommendation that Superior
stockholders approve the merger agreement and the merger, recommends an
alternative proposal, or resolves to do so or because a person has acquired
30% of the outstanding shares of common stock or has made a tender offer or
an exchange offer to acquire 30% of the outstanding shares of common stock
and the Superior Board of Directors fails to recommend against the offer;
o if Superior terminates the merger agreement because its Board of Directors
has accepted another proposal; or
o if either Parker or Superior terminates the merger agreement because the
required stockholder vote of Superior has not been obtained or Parker
terminates the merger agreement because of a material breach by Superior of
a representation, warranty or covenant and, within 12 months after such
termination, Superior enters into an agreement to be acquired by another
person or company.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES (PAGE 35)
We have structured the merger so that neither Parker, Superior, Parker
stockholders nor Superior stockholders will recognize any gain or loss for
federal income tax purposes in connection with the merger, except for taxes
payable because of cash received instead of fractional shares of Parker Common
Stock by Superior stockholders. Our receipt of legal opinions that this is the
case is a condition to the merger.
TAX MATTERS CAN BE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER TO
YOU WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR
OWN TAX ADVISORS TO FULLY UNDERSTAND THE TAX CONSEQUENCES OF THE MERGER TO YOU.
ANTICIPATED ACCOUNTING TREATMENT (PAGE 36)
We anticipate that the merger will be accounted for using the purchase
method of accounting for business combinations.
NO APPRAISAL RIGHTS (PAGE 37)
Neither Parker's nor Superior's stockholders are entitled to any appraisal
or dissenter's rights in connection with the merger.
COMPARATIVE RIGHTS OF SUPERIOR AND PARKER STOCKHOLDERS (PAGE 51)
As a result of the merger, if you are a Superior stockholder, you will
receive shares of Parker Common Stock and become a Parker stockholder. There
are various differences between the rights of Superior stockholders and the
rights of Parker stockholders. If you are a Parker stockholder, there will be
no change in your rights as a Parker stockholder after the merger.
You should be aware that Parker's charter contains certain provisions that
might be characterized as anti-takeover provisions. Such provisions may render
more difficult certain possible takeover proposals to acquire control of Parker
and make removal of Parker management more difficult.
One such provision authorizes 1,942,000 shares of a class of undesignated
preferred stock which may be issued from time to time in one or more series and
authorizes the Board of Directors of Parker, without further approval of the
stockholders, to fix the designations, preferences, rights, qualifications,
limitations and restrictions applicable to each series of preferred stock. One
possible result of authorizing the Board of Directors to determine such
designations, preferences, rights, qualifications, limitations and restrictions
is to eliminate delays associated with a stockholder vote on a specific
issuance. However, the issuance of preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of the
holders of Parker Common Stock and, under certain circumstances, make it more
difficult for a third party to gain control of Parker.
-7-
<PAGE> 17
PARKER STOCKHOLDER RIGHTS PLAN. Parker has entered into a stockholder rights
plan that is triggered upon, among other events, the acquisition of or a tender
offer for 15% of the then outstanding shares of Parker Common Stock. The
rights plan has certain anti-takeover effects, but should not interfere with
any merger or other business contribution that is approved by the Parker Board
of Directors.
PARKER STAGGERED BOARD. You should be aware that the Parker Board of Directors
is comprised of three classes. At each annual meeting the members of one of
the classes of directors are selected so that each director elected will serve
a three-year term. One effect of having this type of staggered Board is that
it may make it more difficult to replace the entire Parker Board.
-8-
<PAGE> 18
MARKET PRICE AND DIVIDEND DATA
MARKET PRICES. Parker Common Stock is traded on the New York Stock
Exchange under the symbol "PKD" and Superior Common Stock is traded on the
Nasdaq National Market under the symbol "SESI". The following table sets
forth, for the periods indicated, the range of high and low per share sales
prices for Parker Common Stock as reported on the NYSE Composite Tape and
Superior Common Stock as reported on the Nasdaq National Market.
<TABLE>
<CAPTION>
PARKER
------------------------
FISCAL YEARS ENDED AUGUST 31, HIGH LOW
----------------------------- --------- ---------
<S> <C> <C>
1996
First Quarter . . . . . . . . . . . . . . $ 6.375 $ 4.875
Second Quarter . . . . . . . . . . . . . . 6.500 5.000
Third Quarter . . . . . . . . . . . . . . 8.125 5.375
Fourth Quarter . . . . . . . . . . . . . . 7.375 5.250
1997
First Quarter . . . . . . . . . . . . . . 10.250 6.125
Second Quarter . . . . . . . . . . . . . . 11.000 7.875
Third Quarter . . . . . . . . . . . . . . 10.000 7.500
Fourth Quarter . . . . . . . . . . . . . . 13.688 9.375
1998
First Quarter . . . . . . . . . . . . . . 17.938 12.188
Second Quarter . . . . . . . . . . . . . 14.875 8.875
Third Quarter . . . . . . . . . . . . . . 12.000 8.063
Fourth Quarter . . . . . . . . . . . . . 8.625 4.000
1999
First Quarter (through November 30) . . . 6.313 3.750
</TABLE>
<TABLE>
<CAPTION>
SUPERIOR
------------------------
FISCAL YEARS ENDED DECEMBER 31, HIGH LOW
------------------------------- --------- ---------
<S> <C> <C>
1996
First Quarter . . . . . . . . . . . . . . $ 2.563 $ 2.125
Second Quarter . . . . . . . . . . . . . . 2.813 2.063
Third Quarter . . . . . . . . . . . . . . 2.688 2.000
Fourth Quarter . . . . . . . . . . . . . . 3.375 2.625
1997
First Quarter . . . . . . . . . . . . . . 4.875 2.875
Second Quarter . . . . . . . . . . . . . . 5.188 4.375
Third Quarter . . . . . . . . . . . . . . 9.125 5.000
Fourth Quarter . . . . . . . . . . . . . . 14.313 8.875
1998
First Quarter . . . . . . . . . . . . . . 10.063 7.000
Second Quarter . . . . . . . . . . . . . 11.563 5.000
Third Quarter . . . . . . . . . . . . . . 5.531 3.125
Fourth Quarter (through November 30) . . . 4.375 2.969
</TABLE>
On October 28, 1998, the last trading day prior to the date of the joint
announcement by Parker and Superior that they had entered into the merger
agreement, the closing per share sales prices of Parker Common Stock and
Superior Common Stock, as reported on the NYSE Composite Tape and on the Nasdaq
National Market were $5.50 and $4.25, respectively. See the cover page of this
Joint Proxy Statement/Prospectus for recent closing prices of Parker Common
Stock and Superior Common Stock.
Following the merger, Parker Common Stock will continue to be traded on the
New York Stock Exchange, Superior Common Stock will cease to be traded on the
Nasdaq National Market, and there will be no further market for the Superior
Common Stock.
-9-
<PAGE> 19
DIVIDENDS. Parker currently does not pay dividends and has no plans to pay
dividends in the foreseeable future. In addition, certain restrictions
contained in some of Parker's credit agreements prohibit the payment of
dividends. Superior currently does not pay dividends and has no plans to pay
dividends in the foreseeable future.
-10-
<PAGE> 20
SUMMARY HISTORICAL FINANCIAL INFORMATION
PARKER DRILLING COMPANY AND SUBSIDIARIES
(IN THOUSANDS EXCEPT EARNINGS PER SHARE)
The following summary historical financial information for each of the
years ended August 31, 1995 through 1998 have been derived from Parker's
Consolidated Financial Statements, which have been audited by
PricewaterhouseCoopers LLP, independent public accountants. The information
set forth below is qualified by reference to and should be read in conjunction
with the consolidated financial statements and related notes included in
Parker's Annual Report on Form 10-K for the year ended August 31, 1998
incorporated by reference in this Joint Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
----------------------------------------------------------------
1995 1996 1997 1998
------------ ---------------- ------------- -------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Revenues:
Drilling contracts . . . . . . . . $ 153,075 $ 145,160 $ 283,598 $ 446,565
Rental tools . . . . . . . . . . . -- -- 25,457 32,723
Other . . . . . . . . . . . . . . 4,296 11,492 2,589 1,935
------------ ---------------- ------------- -------------
Total revenues . . . . . . . 157,371 156,652 311,644 481,223
------------ ---------------- ------------- -------------
Operating expenses:
Drilling contracts . . . . . . . . 115,963 104,614 189,979 295,602
Rental tools . . . . . . . . . . . -- -- 8,549 13,749
Other . . . . . . . . . . . . . . 4,928 11,824 4,722 2,365
Depreciation and amortization . . 23,745 23,061 46,256 68,574
General and administrative . . . . 14,232 15,756 14,414 17,273
------------- ---------------- -------------- --------------
Total operating expenses . . 158,868 155,255 263,920 397,563
------------ ---------------- ------------- -------------
Operating income (loss) . . . . . . . . (1,497) 1,397 47,724 83,660
Other income (expense):
Interest income (expense) - net . 1,184 1,507 (27,484) (43,657)
Minority interest . . . . . . . . (227) -- -- --
Other . . . . . . . . . . . . . . 7,640 5,663 3,316 4,524
------------ ---------------- ------------- -------------
Total other income (expense) 8,597 7,170 (24,168) (39,133)
------------ ---------------- ------------- -------------
Income before income taxes . . . . . . 7,100 8,567 23,556 44,527
Income tax expense . . . . . . . . . . 3,184 4,514 7,241 16,435
------------ ---------------- ------------- -------------
Net income . . . . . . . . . . . . $ 3,916 $ 4,053 $ 16,315 $ 28,092
============ ================ ============= =============
Earnings per share (diluted) . . . . . $ .07 $ .07 $ .23 $ .36
============ ================ ============= =============
Weighted average shares outstanding
(diluted) . . . . . . . . . . . . 55,112 57,261 71,761 77,789
============ ================ ============= =============
BALANCE SHEET (END OF PERIOD):
Cash, cash equivalents and other
short-term investments . . . . . . $ 22,124 $ 77,985 $ 212,789 $ 55,253
Property, plant and equipment - net . . 122,258 124,177 439,651 727,840
Total assets . . . . . . . . . . . . . 216,959 275,959 984,136 1,200,544
Total long-term debt, including
current portion . . . . . . . . . 2,037 3,378 567,126 651,559
Total stockholders' equity . . . . . . 186,920 244,048 348,723 377,962
</TABLE>
-11-
<PAGE> 21
SUMMARY HISTORICAL FINANCIAL INFORMATION
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
(IN THOUSANDS EXCEPT EARNINGS PER SHARE)
The following summary historical financial information for each of the
years ended December 31, 1995 through 1997 has been derived from Superior's
Consolidated Financial Statements, which have been audited by KPMG Peat Marwick
LLP, independent public accountants. The summary historical financial
information for the nine months ended September 30, 1998 has been derived from
the unaudited interim consolidated financial statements of Superior. Such
unaudited interim historical financial information reflects all adjustments
(consisting only of normally recurring accruals) which Superior's management
considers necessary to present fairly the financial information for such
period. The results of operations for the interim period are not necessarily
indicative of results for a full year. The information set forth below is
qualified by reference to and should be read in conjunction with the
consolidated financial statements and related notes included in Superior's
Annual Report on Form 10-KSB for the year ended December 31, 1997 and its
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1998, June
30, 1998, and September 30, 1998 incorporated by reference in this Joint Proxy
Statement/Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
NINE MONTHS
ENDED
SEPTEMBER 30,
1995 1996 1997 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Revenues . . . . . . . . . . . . . . . . $ 12,338 $ 23,638 $ 54,256 $ 69,186
Cost and expenses:
Cost of services . . . . . . . . . . 7,487 11,040 23,216 32,324
Depreciation and amortization . . . 259 1,323 3,272 5,539
Impairment of long-lived assets(1) . 4,042 -- -- --
General and administrative . . . . . 3,179 5,531 12,530 16,127
------------- ------------- ------------- -------------
Total cost and expenses 14,967 17,894 39,018 53,990
------------- ------------- ------------- -------------
Income (loss) from operations . . . . . . (2,629) 5,744 15,238 15,196
Other income (expense)
Interest expense - net . . . . . . . . (86) (127) (722) (999)
Gain on sale of subsidiary . . . . . . -- -- -- 1,176
------------- ------------- ------------- -------------
Income (loss) before taxes . . . . . . . (2,715) 5,617 14,516 15,373
Provision for income taxes . . . . . . 131 1,685 5,061 5,842
------------- ------------- ------------- -------------
Net income (loss) . . . . . . . . . . . . $ (2,846) $ 3,932 $ 9,455 $ 9,531
============= ============= ============= =============
Earnings (loss) per share (diluted)(2) . $ (0.38) $ .22 $ .43 $ .32
============= ============= ============= =============
Weighted average shares outstanding
(diluted) . . . . . . . . . . . . . . 8,848 17,619 21,993 29,394
============= ============= ============= =============
BALANCE SHEET (END OF PERIOD):
Cash and cash equivalents . . . . . . . . $ 5,068 $ 433 $ 1,902 $ 2,847
Property, plant and equipment - net . . . 6,904 9,894 51,797 72,035
Total assets . . . . . . . . . . . . . . 22,984 28,200 118,060 142,476
Total long-term debt, including current
portion . . . . . . . . . . . . . . . 4,671 1,772 11,339 26,769
Total stockholders' equity . . . . . . . 13,094 20,349 88,853 96,410
</TABLE>
- ----------------
(1) On December 31, 1995, Superior elected the early adoption of Statement of
Financial Accounting Standards (FAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." The undiscounted net cash flows from a joint venture were less than
the carrying value of the fixed assets devoted to the joint venture and
associated goodwill, indicating that an impairment had taken place. This
resulted in Superior recognizing a non-cash charge in 1995 for the
impairment of long-lived assets of $4.0 million, consisting of the
write-off of $3.5 million of goodwill and $0.5 million of property, plant
and equipment.
(2) Gives pro forma effect to income taxes for the full year. Prior to the
Share Exchange described in the Form 10-KSB, Superior was an S corporation
and, as a result, paid no federal or state income taxes at the corporate
level.
-12-
<PAGE> 22
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT EARNINGS AND BOOK VALUE PER SHARE)
The following summary unaudited pro forma condensed financial
information combines the historical consolidated balance sheets and statements
of income of Parker for the fiscal year ended August 31, 1998 and Superior for
the 12 months ended September 30, 1998, after giving effect to the merger. The
following is a summary of the Unaudited Pro Forma Financial Information on page
45 which was prepared using the purchase method of accounting for business
combinations. The following information is not necessarily indicative of the
financial position or operating results that would have occurred had the merger
been consummated on the date as of which, or at the beginning of the period for
which, the merger is being given effect, nor is it necessarily indicative of
future operating results or financial position.
<TABLE>
<CAPTION>
PRO FORMA
-------------
<S> <C>
INCOME STATEMENT DATA:
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $ 596,760
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . 488,072
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . 108,688
Other income (expense):
Interest expense . . . . . . . . . . . . . . . . . . . . . . . (50,647)
Interest income . . . . . . . . . . . . . . . . . . . . . . . 5,732
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,700
Total other income (expense) . . . . . . . . . . . . . . (39,215)
Income before income taxes . . . . . . . . . . . . . . . . . . . . 69,473
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . 25,010
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,463
Earnings per share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.42
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.42
BALANCE SHEET DATA:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,361,489
Total current liabilities . . . . . . . . . . . . . . . . . . . . . 136,672
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . 656,859
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 57,841
Other long-term liabilities . . . . . . . . . . . . . . . . . . . 26,882
Stockholders' equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . 17,473
Capital in excess of par value . . . . . . . . . . . . . . . . 441,693
Retained earnings . . . . . . . . . . . . . . . . . . . . . . 24,069
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . --
Total stockholders' equity . . . . . . . . . . . . . . . 483,235
Book value per common share . . . . . . . . . . . . . . . . . . . . 4.61
</TABLE>
-13-
<PAGE> 23
COMPARATIVE PER SHARE DATA
Set forth below are the net income, cash dividends and book value per
common share data for Parker and Superior on an historical basis and on a pro
forma basis for Parker. The Parker pro forma data was derived by combining
historical consolidated financial information of Parker and Superior using the
purchase method of accounting for business combinations.
The information set forth below should be read in conjunction with the
respective audited and unaudited consolidated financial statements and related
notes of Parker and Superior incorporated by reference in this Joint Proxy
Statement/Prospectus and the unaudited pro forma condensed financial
information and notes included elsewhere in this Joint Proxy
Statement/Prospectus.
PARKER
<TABLE>
<CAPTION>
YEAR ENDED
AUGUST 31,
1998
--------------
<S> <C>
HISTORICAL PER COMMON SHARE DATA:
Net income:
Basic . . . . . . . . . . . . . . . . . . . . . . $ 0.37
Diluted . . . . . . . . . . . . . . . . . . . . . 0.36
Cash dividends . . . . . . . . . . . . . . . . . . . --
Book value . . . . . . . . . . . . . . . . . . . . . 4.92
PRO FORMA PER COMMON SHARE DATA:
Net income:
Basic . . . . . . . . . . . . . . . . . . . . . . $ 0.42
Diluted . . . . . . . . . . . . . . . . . . . . . 0.42
Book value . . . . . . . . . . . . . . . . . . . . . . 4.61
</TABLE>
SUPERIOR
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
1997 1998
-------------- ------------
<S> <C> <C>
HISTORICAL PER COMMON SHARE DATA:
Net income:
Basic . . . . . . . . . . . . . . . $ 0.44 $ 0.33
Diluted . . . . . . . . . . . . . . 0.43 0.32
Cash dividends . . . . . . . . . . . . -- --
Book value . . . . . . . . . . . . . . 3.04 3.35
</TABLE>
-14-
<PAGE> 24
RISK FACTORS
In addition to the other information included in this Joint Proxy
Statement/Prospectus and the information incorporated by reference, you should
consider carefully the following risk factors in evaluating whether to approve
and adopt the merger agreement and the merger at the Superior Special Meeting
or approve the charter amendment and the share issuance at the Parker Annual
Meeting.
INDUSTRY CONDITIONS
Parker's and Superior's businesses depend on the condition of the oil
and gas industry. Parker's revenues and earnings are affected by the level of
oil and gas exploration and development activity in the Gulf of Mexico and
throughout the world. Superior's revenues and earnings are affected primarily
by the demand for oil field services in the Gulf of Mexico.
Factors which in general can affect the level of oil and gas
exploration and development activity and the demand for oil field services
include:
o the market prices of oil and gas;
o the volatility of oil and gas prices;
o the levels of production by, and other activities of, OPEC and
other oil and gas producers;
o governmental regulation and trade restrictions;
o the level of worldwide economic activity;
o political stability in major oil producing areas; and
o the development of alternate energy sources and the long-term
effect of worldwide energy conservation measures.
Crude oil prices have declined over the past nine months due to a
surplus of crude oil in worldwide markets, which has been brought about by
reduced demand, particularly in Southeast Asia, an increase in crude oil
production by OPEC producing countries in mid to late 1997, and a relatively
warm 1997 - 1998 winter in the United States and Europe. The decline in crude
oil prices has adversely impacted the revenues and profits of oil operators,
particularly independent operators who have responded by reducing exploration
and development expenditures. This decline in spending has adversely affected
the level of oil field activity, and in turn, the revenues of most companies in
the oil field service industry. Parker's fourth quarter fiscal 1998 results
and Superior's third quarter fiscal 1998 results were significantly affected by
the reduction in activity due largely to weather and weaker oil prices. The
decline in service activity has continued subsequent to the end of Parker's
fiscal 1998. Utilization and dayrates have continued to decrease, and Parker
will incur a loss for the quarterly reporting period ending November 30, 1998.
We are not able to predict when or to what extent the level of oil field
activity will recover.
Demand for plug and abandonment services is primarily a function of
the number of offshore producing wells that have ceased to be commercially
productive, the level of environmental awareness and the desire of oil and gas
companies to minimize future plug and abandonment liabilities. Demand for
Parker's and Superior's rental tool and wireline services is primarily a
function of oil and gas exploration and workover activity in the Gulf of Mexico
and along the Gulf Coast. Although the production sector of the oil and gas
industry is less affected by changing prices, and, therefore, less volatile
than the exploration sector, producers would likely react to declining oil and
gas prices by reducing expenditures, which could adversely affect the rental
tool business of Superior and Parker. No assurance can be given as to the
future price of oil and natural gas, the level of oil and gas industry
activity, the perceived level of enforcement of laws requiring the plugging and
abandonment of wells or levels of environmental awareness. Fluctuations in
demand for Parker's and Superior's products and services may have a material
adverse effect on the companies' businesses and operations.
RISKS OF INTERNATIONAL OPERATIONS
A significant portion of Parker's operations is conducted in
international markets, including South America, the Asia Pacific region and
West Africa. International activities accounted for approximately 52% of
Parker's operating revenues for the fiscal year ended August 31, 1998. In
addition to the risks inherent in the drilling business, Parker's international
operations are subject to certain political, economic and other uncertainties,
including:
o risks of war and civil disturbances;
o expropriation;
o nationalization; and
o taxation policies.
-15-
<PAGE> 25
Although Parker seeks to protect against some of these risks through
insurance, insurance is not available for all types of risks or for all areas
in which Parker operates. To the extent Parker is insured for a particular
risk, there can be no assurance that such insurance will be sufficient to cover
all losses that could be incurred with respect to a particular covered risk.
Losses from these factors could be material in those countries where Parker has
a significant concentration of assets.
Parker's Nigerian operations are subject to certain risks relating to
political instability in Nigeria and the possibility of legislation or
regulations by the United States that, if adopted, could restrict the ability
of Parker and some of its customers to engage in trade with and invest in
Nigeria. Since beginning operations in 1991, Parker has not been materially
affected by political instability in Nigeria, but other rig contractors have
experienced work stoppages and delays relating to civil unrest. If the United
States were to adopt legislation or regulations restricting operations in
Nigeria or if civil unrest in Nigeria were to reoccur, Parker could lose an
important source of revenue and could be required to redeploy its remaining
rigs outside of Nigeria. The costs of such redeployment might not be
reimbursable, and such costs, together with the lost revenues resulting from a
termination of its Nigerian operations, could have a material adverse effect on
Parker.
OPERATING HAZARDS AND UNINSURED RISKS
Parker and Superior use heavy equipment in their operations which
exposes employees to various hazards inherent in the drilling of oil and gas
wells, including blowouts, reservoir damage, loss of well control, cratering,
and oil and gas well fires. These events can result in personal injury or
death, severe damage to or destruction of equipment and facilities, suspension
of operations, and substantial damage to surrounding areas, the environment and
the property of others.
Offshore operations also are subject to hazards inherent in marine
operations, such as capsizings, groundings, collisions, damage from weather,
sea damage or unsound location. Litigation arising from a catastrophic
occurrence at a location where Parker's or Superior's equipment and services
are used may in the future result in large claims. In addition, some employees
who perform services on offshore platforms and vessels are covered by
provisions of the Jones Act, the Death on the High Seas Act and general
maritime law. These laws operate to make the liability limits established by
state workers' compensation laws inapplicable to these employees and, instead,
permit them or their representatives to pursue actions against Superior or
Parker for damages on job-related injuries, with generally no limitations on
Superior's or Parker's potential liability.
Generally, we obtain indemnification from our customers by contract
for many of these risks. To the extent Parker and Superior cannot obtain
indemnification, the companies seek protection against such risks through
insurance. However, potential liabilities associated with oil field casualties
or losses could arise in risk categories where no insurance has been purchased,
where claims exceed the applicable insurance coverage, or where indemnification
is not available or satisfied. The occurrence of events that are not fully
insured or the failure of a customer to meet its indemnification obligations
could have a material adverse effect on Parker and Superior. In addition,
there can be no assurance that insurance will be available or, even if
available, that insurance premiums or other costs will not rise sharply in the
future.
-16-
<PAGE> 26
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
In addition to domestic and international political developments,
governmental regulations and federal and state laws (specifically those related
to environmental and safety matters) significantly affect Parker's and
Superior's operations. Sanctions for noncompliance with regulations and laws
may include revocation of permits, corrective action orders, administrative or
civil penalties, and criminal prosecution. We cannot predict the level of
enforcement of existing laws and regulations or how such laws and regulations
may be interpreted by enforcement agencies or court rulings, whether additional
laws and regulations will be adopted, or the effect such changes may have on
our businesses or financial conditions.
At times, Parker and Superior operate in or near ecologically
sensitive areas, such as wetlands, beaches, and inland waterways. Numerous
federal and state environmental laws regulate drilling activities and impose
liability for causing pollution in inland, coastal, and offshore waters. In
addition, the regulations applicable to the companies' operations include
certain regulations that control the discharge of materials into the
environment or require remediation of contamination under certain
circumstances. For example, we may be liable for damages and costs incurred in
connection with oil spills for which we are legally responsible. Certain
environmental laws and regulations impose "strict liability," rendering a
person liable without regard to negligence or fault on the part of such person.
Such environmental laws and regulations may expose us to liability for the
conduct of, or conditions caused by, others, or by us that were in compliance
with all applicable laws at the time such acts were performed.
Parker and Superior have made and will continue to make expenditures
to comply with environmental and safety requirements. Because the requirements
imposed by such laws and regulations are subject to change, we are unable to
predict the ultimate cost of compliance with such requirements. The
modification of existing foreign or domestic laws or regulations or the
adoption of new laws or regulations curtailing exploratory or development
drilling for oil and gas for economic, political, environmental, or other
reasons could have a material adverse effect on Parker and Superior.
Demand for Superior's plug and abandonment services is substantially
dependent upon federal and state laws that require owners of non-producing
wells to plug the well and remove all exposed piping and rigging before the
well is permanently abandoned. The timing and need for such services for wells
situated on the federal outer continental shelf are regulated by the Minerals
Management Service ("MMS"). The MMS generally requires wells to be permanently
plugged and abandoned within one year of lease expiration. State regulatory
agencies similarly regulate plug and abandonment services within state coastal
waters. State regulatory time frames for plug and abandonment can be as long as
one year for wells in Texas coastal waters or as short as 90 days after the
drilling or production operations cease in Louisiana coastal waters. The MMS
and state regulatory agencies will routinely grant extensions of time for plug
and abandonment requirements when a well has future leasehold potential or when
it is consistent with prudent operating practices, economic considerations, or
other special circumstances. A decrease in the level of enforcement of such
laws and regulations in the future would adversely affect the demand for
Superior's services and products. Numerous state and federal laws and
regulations also affect the level of purchasing activity of oil spill
containment equipment and, consequently, Superior's business. There can be no
assurance that a decrease in the level of enforcement of state and federal laws
and regulations in the future would not adversely affect the demand for
Superior's products. In addition, Superior depends on the demand for its
services from the oil and gas industry, and such demand is affected by changing
taxes, price controls, and other laws and regulations relating to the oil and
gas industry generally. The adoption of laws and regulations curtailing
exploration and development drilling for oil and gas in Superior's areas of
operations for economic, environmental, or other policy reasons would adversely
affect Superior's operations by limiting demand for its services.
SUBSTANTIAL LEVERAGE
As of August 31, 1998, Parker's total long-term debt was $651.6
million and its stockholders' equity was $378.0 million. Parker's level of
indebtedness will have several important effects on its future operations,
including:
o a substantial portion of Parker's cash flow from operations
must be dedicated to the payment of interest on its
indebtedness and will not be available for other purposes; and
o Parker's ability to obtain additional financing in the future
for working capital, capital expenditures, acquisitions,
general corporate purposes, or other purposes may be impaired.
Parker's ability to meet its debt service obligations and to reduce its total
indebtedness will be dependent upon Parker's future performance, which will be
subject to general economic conditions and to financial, business and other
factors affecting the operations of Parker, many of which are beyond its
control. In addition, as a result of the merger, Parker will become obligated
for the contingent payment obligations of Superior from prior acquisitions.
There can be no assurance that Parker's business will continue to generate cash
flow at or above current levels. If Parker is unable to generate sufficient
cash flow from operations in the future to service its debt or the
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contingent payments, it may be required, among other things, to refinance all
or a portion of its existing debt, or to obtain additional financing. There
can be no assurance that any such refinancing would be possible or that any
additional financing could be obtained.
SEASONALITY AND ADVERSE WEATHER CONDITIONS
Superior's plug and abandonment operations and Parker's shallow water
operations are directly affected by the weather conditions in the Gulf of
Mexico. Due to seasonal differences in weather patterns, Parker and Superior
may operate more days in the spring, summer, and fall periods and less in the
winter months. The rental tool operations and sales of equipment are affected
by the seasonality of oil and gas drilling activity in the Gulf Coast region.
Higher drilling activity, and thus a higher demand for Parker's drilling
services, is generally experienced in the spring, summer, and fall months with
the lowest activity experienced in winter months. Operations may also be
affected by the rainy weather, hurricanes, and other storms prevalent in the
Gulf of Mexico and along the Gulf Coast throughout the year. Accordingly,
Parker's and Superior's operating results may vary from quarter to quarter,
depending upon factors outside of their control, and full year results are not
likely to be a direct multiple of any particular quarter or combination of
quarters.
CONCENTRATION OF CUSTOMER AND SUPPLIER RELATIONSHIPS
Superior derives a significant amount of its revenue from a small
number of major and independent oil and gas companies. In 1996 and 1997,
Chevron USA accounted for 34.5% and 27.0%, respectively, of Superior's revenue.
Parker's drilling customer base consists of major, independent and foreign
national oil and gas companies. Chevron, Parker's largest customer, accounted
for approximately 15% and 13% of total revenues in fiscal year 1998 and 1997,
respectively. The inability of the combined companies to maintain the current
relations and to perform services for a number of its large existing customers,
if not offset by sales to new or other existing customers, could have a
material adverse effect on the combined companies' business and operations and
could result in revenues for the combined company which are below our
expectations.
NUMBER OF PARKER SHARES IS FIXED DESPITE POTENTIAL CHANGES IN STOCK PRICES
Under the terms of the merger, each share of Superior Common Stock
outstanding immediately prior to the effective time prices will be converted
into 0.975 of a share of Parker Common Stock. The merger agreement does not
provide for any adjustment of the Exchange Ratio based solely on the
fluctuation of Parker stock relative to Superior stock. In recent years,
particularly this past year, the stock market in general has experienced
extreme price and volume fluctuations. Furthermore, oil and gas service
companies' stock prices, including those of Parker and Superior, have
experienced a significant drop due to various factors, including market
fluctuations, the continuing decline in the price of oil, and the resultant
decline in drilling and oil exploration. There can be no assurance that the
market price of Parker Common Stock at the consummation of the merger will not
be lower than its market price on the date of the execution of the merger
agreement or the current market price. Superior stockholders should obtain
recent market quotations of Parker Common Stock prior to voting on the merger
agreement.
RISK OF UPGRADE AND REFURBISHMENT PROJECTS
Parker's business strategy contemplates significant expenditures to
upgrade and refurbish certain of its rigs. These projects are subject to the
risks of delay or cost overruns inherent in large refurbishment projects,
including shortages of materials or skilled labor, unforeseen engineering
problems, work stoppages, weather interference, unanticipated cost increases,
nonavailability of necessary equipment, and inability to obtain any of the
requisite permits or approvals. Any substantial delay in placing such rigs in
service could have an adverse effect on the operations of Parker.
COMPETITION
The drilling market is competitive. Drilling contracts are generally
awarded on a competitive bid basis and, while an operator may consider factors
such as quality of service and type and location of equipment as well as the
ability to provide ancillary services, price and availability are significant
factors in determining which contractor is awarded a job. Parker believes that
the market for drilling contracts will continue to be competitive for the
foreseeable future. Certain of Parker's competitors have greater financial
resources than Parker, which may enable them to better withstand industry
downturns, to compete more effectively on the basis of price, to acquire
existing rigs, or to build new rigs. There can be no assurance that Parker
will be able to compete successfully against its competitors in the future or
that such competition will not have a material adverse effect on Parker's
business, financial condition, and results of operations.
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Similarly, Superior competes in highly competitive areas of the oil
field business. The volatility of oil and gas prices has led to a consolidation
of the number of companies providing services similar to Superior. This reduced
number of companies competes intensely for available projects. Many of
Superior's competitors are larger and have greater marketing, distribution,
financial, and other resources than Superior. There can be no assurance that
Superior's operations will continue at current volumes or prices if its current
competitors or new market entrants introduce new products or services with
better features, performance, prices, or other characteristics than Superior's
products and services. Competitive pressures or other factors also may result
in significant price competition that could have a material adverse effect on
Superior's results of operations and financial condition. Furthermore,
competition among oil field service and equipment providers is also based on a
provider's reputation for safety and quality. Although Superior believes that
its reputation for safety and quality service is good, there can be no
assurance that Superior will be able to maintain its competitive position.
INTEGRATION OF OPERATIONS
The merger involves the integration of two companies that have
previously operated independently. We anticipate that the merger will allow
Parker to continue to expand its rental tool business and enter the plug and
abandonment and oil spill containment markets. While we anticipate a smooth
transition, the integration of the two businesses may encounter difficulties
such as the loss of key personnel, customers, and suppliers. There can be no
assurance that Parker will realize the anticipated synergies from the merger.
RISKS OF ACQUISITION STRATEGY
Parker's growth strategy includes the acquisition of other oil field
service businesses. There can be no assurance, however, that Parker will be
able to continue to identify attractive acquisition opportunities, obtain
financing for acquisitions on satisfactory terms, or successfully acquire
identified targets. Future acquisitions may require Parker to incur additional
indebtedness or issue capital stock to finance such acquisitions. Depending on
Parker's operating performance, the provisions of some of Parker's debt
instruments may limit the ability of Parker to incur additional indebtedness,
thereby restricting funds available to finance future acquisitions.
Superior has grown rapidly over the last two years through internal
growth and acquisitions of other companies. Managing the rapid growth
experienced by Superior will be important for the combined companies' future
success and will demand increased responsibility for management personnel.
Several factors, including the potential lack of sufficient executive-level
personnel, increased administrative burdens, and the increased logistical
problems of large, expansive operations, could present difficulties to the
combined company, which if not managed successfully, could have a material
adverse effect on the combined companies' financial condition and results of
operations. Neither the historical nor the pro forma financial information
included herein is necessarily indicative of the results that may be realized
in the future.
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THE COMPANIES
PARKER
Parker is a leading worldwide provider of contract drilling and
drilling related services, operating in the transition zones of the Gulf of
Mexico and Nigeria, in the offshore waters of the Gulf of Mexico and on land in
international and domestic oil and gas producing regions. Historically, Parker
operated exclusively on land, specializing in deep, difficult wells and
drilling in remote areas. In the last two years Parker has diversified into
the offshore drilling and rental equipment businesses through the acquisition
of (i) Mallard Bay Drilling, Inc., the second-largest barge drilling and
workover company in the transition zones of the Gulf of Mexico, (ii) Quail
Tools, Inc., a leading provider of specialized rental equipment for drilling
and workover operations, primarily in the Gulf of Mexico, (iii) the assets of
Bolifor, S.A., a leading provider of land contract drilling services in Bolivia
and (iv) Hercules Offshore Corporation, a leading provider of contract drilling
and workover services in the shallow waters of the Gulf of Mexico.
Parker's rig fleet currently consists of 34 barge drilling and
workover rigs, eight offshore jackup rigs, six offshore platform rigs and 75
land rigs. Parker's barge drilling and workover rig fleet is dedicated to
transition zone waters, which are generally defined as extending from the coast
to depths of up to 25 feet. Parker's offshore jackup and platform rig fleets
currently operate in the Gulf of Mexico market. Parker's land rig fleet
generally consists of premium and specialized deep drilling rigs, with 62 of
its 75 land rigs capable of drilling to depths of 15,000 feet or greater. In
addition, 21 of Parker's land rigs are helicopter-transportable, thus
establishing Parker as the dominant operator in the heli-rig market throughout
the world. The diversity of Parker's rig fleet, both in terms of geographic
location and asset class, enables it to provide a broad range of services to
oil and gas operators around the world and to take advantage of market upturns,
while reducing its exposure to downturns in any particular sector or region.
OFFSHORE OPERATIONS
DOMESTIC BARGE DRILLING AND WORKOVER
Parker's domestic market for its barge drilling and workover rigs is
the transition zones of the Gulf of Mexico, primarily in Louisiana and, to a
lesser extent, Alabama and Texas, where conventional jackup rigs are unable to
operate. This area historically has been the world's largest market for
shallow water barge drilling and workover operations. Parker has a significant
presence in this market, with 14 drilling barges and 14 workover barges. Barge
rigs are also employed inland in lakes, bays, rivers and marshes.
INTERNATIONAL BARGE DRILLING
International barge drilling markets are currently located in the
transition zones of Venezuela, Indonesia, Tunisia, Middle East, the Caspian Sea
and West Africa. International markets are particularly attractive due to the
availability of long-term contracts and the opportunity to earn day rates
higher than domestic rates. Parker has focused its international barge
drilling efforts in the transition zones of Nigeria where it has operated since
1991.
Parker currently operates three barge rigs in Nigeria under long-term
contracts, and recently entered into a five-year contract with one of its
present customers in Nigeria, which will require the construction of a new
drilling barge at an estimated cost of $30 million. Parker estimates that this
contract will commence in June 1999. Parker also operates one barge rig in
Venezuela.
During 1998, Parker signed a definitive agreement for a three-year
drilling contract, with two option years, in the Caspian Sea. One of Parker's
drilling rigs is undergoing approximately $100 million in modifications and is
scheduled to commence drilling in May 1999.
JACKUP DRILLING
In December 1997, Parker acquired seven shallow water jackup rigs
through its acquisition of Hercules. The Hercules jackup rigs are mobile,
self-elevating drilling platforms equipped with legs that can be lowered to the
ocean floor until foundation is established to support the hull, which contains
the drilling equipment, jacking system, crew quarters, loading and unloading
facilities, storage areas for bulk and liquid materials, helicopter landing
deck and other related equipment. Five of the rigs are cantilever design, a
feature that permits the drilling equipment to be extended out from the hull,
allowing drilling and workover operations to be performed over existing
platforms or structures. The other two rigs are slot-type design configured
for the drilling operations to take place through a keyway in the hull. These
two rigs have the added capability of operating in water to a depth as shallow
as eight feet. Four of the seven jackup rigs are mat-supported rigs and three
are independent leg rigs. The Hercules rigs are capable of drilling to maximum
depths of 25,000 feet and in water depths of up to 215 feet.
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PLATFORM DRILLING
Parker's fleet of platform rigs consists of six modular self-erecting
rigs. These platform rigs consist of drilling equipment and machinery arranged
in modular packages that are transported to and self-erected on fixed offshore
platforms owned by oil companies. Parker believes that the modular
self-erecting design of the platform rigs provides a competitive advantage due
to lower transportation costs and smaller "footprint".
LAND OPERATIONS
GENERAL
Parker's land drilling operations specialize in the drilling of deep
and difficult wells and drilling in remote and harsh environments. Since
beginning operations in 1934, Parker has operated in 49 foreign countries and
throughout the United States, making it one of the most geographically diverse
land drilling contractors in the world.
INTERNATIONAL OPERATIONS
Parker's international land drilling operations have focused primarily
in South America and the Asia Pacific region, where it specializes in drilling
that requires equipment specially designed to be transported by helicopter or
all-terrain vehicles into remote access areas such as jungle, mountainside, or
desert locations. Management believes that Parker's 21 heli-rigs, with
technologically advanced pumps and power generation systems that are capable of
drilling difficult wells in excess of 15,000 feet, have established Parker as
the dominant operator in the heli-rig market, with what Parker estimates to be
a 75% worldwide market share. Parker traditionally has been a pioneer in
frontier areas and is currently working for or has recently worked for
operators in China, Russia, Kazakhstan, Poland, and Vietnam.
DOMESTIC OPERATIONS
Of Parker's 15 rigs located in the United States, 14 are SCR electric,
four are equipped with top drive units and all are capable of drilling in
excess of 15,000 feet. Fourteen of Parker's domestic land rigs are located in
the lower 48 states, principally Louisiana, Texas, and Wyoming and one
specialty arctic rig is located in Alaska. Traditionally, Parker has
differentiated itself from its domestic competitors by specializing in the
drilling of deep and difficult wells.
PARKER'S RENTAL TOOL BUSINESS
Quail, a Parker subsidiary based in New Iberia, Louisiana, is a
provider of premium rental tools used for land and offshore oil and gas
drilling and workover activities. Approximately 60% of Quail's equipment is
utilized in offshore and coastal water operations. Since its inception in
1978, Quail's principal customers have been major and independent oil and gas
exploration and production companies.
Quail rents specialized equipment utilized in well drilling,
production and workover applications. Quail offers a full line of drill pipe,
drill collars, tubing, high-and low-pressure blowout preventers, choke
manifolds, casing scrapers, and junk and cement mills. During fiscal 1997,
Quail entered into a contract with a major oil company to be its preferred
provider of rental tools to the land and offshore Texas markets. In November
1997, Quail opened a new rental tool facility in Victoria, Texas, to service
the increasing demand for tools in that region. Approximately 50% of Quail's
revenues come from rentals for production and workover activities.
SAINTS ACQUISITION COMPANY
Saints is a wholly-owned subsidiary of Parker incorporated in October,
1998 in the State of Delaware. Saints has conducted no operations other than
those related to the transactions contemplated by the merger agreement. In
implementing the merger, Saints will be merged with and into Superior, with
Superior being the surviving corporation.
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SUPERIOR
Superior provides through its subsidiaries a broad range of
specialized oil field services and equipment primarily to major and independent
oil and gas companies engaged in the exploration, production, and development
of oil and gas properties offshore in the Gulf of Mexico and throughout the
Gulf Coast region. These services and equipment include the rental of
specialized oil field equipment, oil and gas well plug and abandonment
services, electric and mechanical wireline services, the manufacture, sale and
rental of drilling instrumentation, and the manufacture and sale of oil spill
containment equipment.
Over the last two years, Superior has significantly expanded its
operations through both internal growth and strategic acquisitions. This
expansion has enabled Superior to broaden the range of products and services
that it offers to its customers and to expand its operations geographically
throughout the Gulf Coast region. Superior has completed several acquisitions
of companies with products and services similar or complementary to those
offered by Superior. These acquisitions have allowed Superior to expand its
plug and abandonment, wireline, data acquisition and rental tool operations
both in terms of size and geographic scope. Superior has completed a total of
ten acquisitions since July 1996.
RENTAL TOOLS
Superior sells and rents specialized equipment for use with onshore
and offshore oil and gas well drilling, completion, production, and workover
activities. As a result of its internal growth and acquisitions, Superior
currently offers a broad range of rental tools from rental tool facilities
strategically located along the Gulf Coast from Corpus Christi, Texas to
Venice, Louisiana. Superior's rental tool inventory includes tubulars, blowout
preventers, pipe handling equipment, mills, hole openers, stabilizers, power
swivels and tongs, gauges, hoses, pumps, and spools. Certain specialized tools
are also manufactured by Superior.
WELL SERVICES
Superior is also the leading provider of plug and abandonment services
in the Gulf of Mexico. Superior uses custom-built, skid-mounted plug and
abandonment spreads that allow Superior to plug and abandon a well without the
presence of a drilling rig. In delivering its plug and abandonment services,
Superior has combined both wireline and pumping expertise, which traditionally
have been provided separately, and believes that this combined expertise gives
it a competitive advantage over many of its competitors. Rig-less plug and
abandonment offers a cost advantage over plug and abandonment methods that
require a drilling rig, and Superior management believes that the large
majority of the wells in the Gulf of Mexico can be plugged and abandoned using
the rig-less plug and abandonment method.
Superior also provides electric and mechanical wireline services to
its customer base. While Superior provides these services primarily in
connection with plug and abandonment jobs, it also provides wireline services
for non-plug and abandonment jobs such as logging and pipe recovery.
Superior's wireline personnel are trained to perform both plug and abandonment
and wireline services.
OTHER SERVICES
Superior also designs, manufactures and sells specialized drilling rig
instrumentation and data acquisition systems and computerized electronic torque
and pressure control equipment. Superior's torque and pressure control
equipment is used in drilling and workover operations, as well as in the
manufacture of oil field tubular goods. Superior also sells, rents, and
licenses oil spill containment equipment, including its patented inflatable
boom, to domestic and foreign oil companies, oil spill response companies and
cooperatives, the United States Coast Guard, and foreign governments and their
agencies.
THE MEETINGS
DATE, TIME AND PLACE OF MEETINGS
PARKER. The Annual Meeting of stockholders of Parker will be held on
__________, 1999, at the Parker Building, Eight East Third Street, Tulsa,
Oklahoma commencing at 10:00 a.m., local time.
SUPERIOR. The Special Meeting of stockholders of Superior will be
held on __________, 1999, at 201 St. Charles Avenue, 52nd Floor, New Orleans,
Louisiana commencing at 10:00 a.m., local time.
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PURPOSES OF THE MEETINGS
PARKER. Stockholders at the Parker Annual Meeting will be asked to
(i) approve the issuance of shares of Parker Common Stock pursuant to the
merger, (ii) approve the charter amendment to increase the number of authorized
shares, (iii) to elect two Class III Directors for Parker to serve for a
three-year term and until their successors are elected and qualified, (iv)
ratify the selection of PricewaterhouseCoopers LLP as Parker's independent
accountants, and (v) consider other matters properly brought before the Parker
Annual Meeting.
Approval by Parker stockholders of the share issuance is required by
the New York Stock Exchange because the number of shares of Parker Common Stock
to be issued in the merger will exceed 20% of the shares of Parker Common Stock
outstanding immediately prior to the share issuance.
The charter amendment increasing the authorized number of shares of
Parker Common Stock from 120,000,000 shares to 170,000,000 shares will enable
Parker to have enough shares for the share issuance pursuant to the merger and
for future acquisitions and financing purposes. If the merger is consummated,
Parker estimates that approximately 29.8 million shares of Parker Common Stock
would be required for issuance in connection with the merger (including the
shares of Parker Common Stock issuable upon exercise of Superior Options
outstanding at the Effective Time or granted concurrently with the Closing).
Currently, Parker has _____ shares outstanding and _____ shares reserved for
issuance pursuant to stock options and its convertible debentures.
While Parker has no present intention of issuing any of the shares
sought to be authorized that are not required to be issued in connection with
the merger, Parker believes that the availability of additional authorized
shares would provide it with the ability to respond to future business needs
and opportunities. The additional authorized shares would be available for
issuance by Parker from time to time without further action or authorization by
stockholders (except as required by law or by the New York Stock Exchange) in
connection with possible investment opportunities, acquisitions of assets and
other companies or for other corporate purposes as determined by the Parker
Board of Directors. Such other corporate purposes might include raising
additional capital funds through offerings of shares of Parker Common Stock or
of equity or debt securities convertible into or exchangeable for shares of
Parker Common Stock and the issuance of shares of Parker Common Stock in
connection with the employee benefit plans and stock option plans of Parker.
If such additional authorized shares are issued to other than existing holders
of Parker Common Stock, the percentage interest of existing holders in Parker
would be reduced. Although the existence or issuance of authorized but
unissued shares of Parker Common Stock could, under certain circumstances, have
an anti-takeover effect, Parker has no present intention to issue such shares
for anti-takeover purposes.
The share issuance will not be effected unless the merger is
consummated. The charter amendment will be effected, if approved by Parker
stockholders, regardless of whether the merger is consummated. Approval of
both the share issuance and the charter amendment by Parker stockholders are
conditions to the consummation of the merger.
SUPERIOR. At the Superior Special Meeting, holders of Superior Common
Stock will be asked to approve and adopt the merger agreement and the merger
and to consider such other matters as may properly be brought before the
Superior Special Meeting.
RECORD DATE AND OUTSTANDING SHARES
PARKER. Only holders of record of Parker Common Stock at the close of
business on the Parker record date (_________) are entitled to notice of, and
to vote at, the Parker Meeting. On the Parker record date, there were
approximately ____ holders of record of the __________ shares of Parker Common
Stock then issued and outstanding. Each share of Parker Common Stock entitles
the holder to one vote on each matter submitted for stockholder approval. See
"Principal Stockholders and Security Ownership of Management" for information
regarding persons known to the management of Parker to be the beneficial owners
of more than 5% of the outstanding Parker Common Stock.
SUPERIOR. Only holders of record of Superior Common Stock at the
close of business on the Superior Record Date (________) are entitled to notice
of, and to vote at, the Superior Special Meeting. On the Superior record date,
there were approximately ________ holders of record of the ______________
shares of Superior Common Stock then issued and outstanding. Each share of
Superior Common Stock entitles the holder thereof to one vote on each matter
submitted for stockholder approval.
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VOTING AND REVOCATION OF PROXIES
All properly executed proxies that are not revoked will be voted at
the Parker Annual Meeting and the Superior Special Meeting, as applicable, in
accordance with the instructions contained in the proxy. If a holder of Parker
Common Stock executes and returns a proxy and does not specify otherwise, the
shares represented by the proxy will be voted:
o "for" approval of the share issuance;
o "for" approval of the charter amendment;
o "for" the election of the two nominees for Director (Class
III) to serve for a three-year term and until their successors
are elected and qualified; and
o "for" ratification of the selection of PricewaterhouseCoopers
LLP as independent accountants;
each in accordance with the recommendation of the Board of Directors of Parker.
If a holder of Superior Common Stock executes and returns a proxy and
does not specify otherwise, the shares represented by the proxy will be voted
"for" approval and adoption of the merger agreement and the merger.
A stockholder of Parker or a stockholder of Superior who has executed
and returned a proxy may revoke it at any time before it is voted at the
appropriate meeting by:
o executing and returning a proxy bearing a later date;
o filing written notice of such revocation with the Secretary of
Parker or Superior, as appropriate, stating that the proxy is
revoked; or
o attending the appropriate meeting and voting in person.
VOTE REQUIRED
PARKER. The presence, in person or by proxy, at the Parker Annual
Meeting of the holders of a majority of the shares of Parker Common Stock
outstanding and entitled to vote at the Parker meeting will constitute a quorum
for the transaction of business. On the Parker record date, there were
_____________ shares of Parker Common Stock outstanding and entitled to vote at
the Parker Annual Meeting.
For Parker to effect the merger it must first obtain stockholder
approval of the charter amendment and the share issuance. Under the Delaware
General Corporation Law ("DGCL"), the merger agreement does not require the
approval of Parker's stockholders.
The share issuance does not require stockholder approval under the
DGCL. The rules of the New York Stock Exchange, however, require that the
share issuance be submitted to the stockholders of Parker and be approved by at
least a majority of the votes cast on the proposal, provided that the total
number of votes cast on the proposal represents at least a majority of the
shares of Parker Common Stock outstanding and entitled to vote on the proposal.
Abstentions, but not broker non-votes, will be included in the total vote and,
assuming that holders of at least a majority of the shares of Parker Common
Stock entitled to vote on the proposal cast votes in favor of or against the
proposal or abstain, broker non-votes will have no effect upon the outcome of
the vote. Abstentions will have the same effect as votes against the proposal.
Under the applicable provisions of the DGCL, the charter amendment
will require the favorable vote of at least a majority of the issued and
outstanding shares of Parker Common Stock entitled to vote thereon for
approval. In determining whether the charter amendment has received the
requisite number of favorable votes, abstentions and broker non-votes will have
the same effect as a vote against the charter amendment.
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At the record date for the Parker Annual Meeting, the directors and
officers of Parker owned approximately ___% of the outstanding shares of Parker
Common Stock entitled to vote at such meeting. The directors and officers
intend to vote their shares in favor of the share issuance and the charter
amendment.
A plurality of the votes cast is required to elect a nominee to the
Parker Board of Directors. Accordingly, abstentions and broker non-votes will
have no effect on the outcome of the election of directors, assuming a quorum
is present or represented by proxy at the meeting.
A majority of the votes cast is required to approve management's
proposal to ratify the selection of PricewaterhouseCoopers LLP as Parker's
independent accountants for 1999.
SUPERIOR. The presence, in person or by proxy, at the Superior
Special Meeting of the holders of a majority of the outstanding shares of
Superior Common Stock outstanding and entitled to vote at the Superior Special
Meeting will constitute a quorum for the transaction of business. On the
Superior record date, there were ________ shares of Superior Common Stock
outstanding and entitled to vote at the Superior Meeting. Approval and
adoption of the merger agreement and the merger requires, under the DGCL, the
affirmative vote of the holders of a majority of the issued and outstanding
shares of Superior Common Stock entitled to vote thereon. In determining
whether the merger agreement and the merger have received the requisite number
of favorable votes, abstentions and broker non-votes will have the same effect
as a vote against the merger agreement and the merger.
At the record date for the Superior Special Meeting, the directors and
executive officers of Superior owned approximately ___% of the outstanding
shares of Superior Common Stock entitled to vote at such meeting. The
directors and executive officers intend to vote their shares in favor of the
merger agreement and the merger.
SOLICITATION OF PROXIES
In addition to solicitation by mail, the directors, officers,
employees, and agents of Parker and Superior may solicit proxies from their
respective stockholders by personal interview, telephone, telegram or
otherwise. Parker and Superior will each bear the costs of the solicitation of
proxies from their respective stockholders, except that Parker and Superior
will each pay one-half of the cost of printing this Joint Proxy
Statement/Prospectus. Arrangements will also be made with brokerage firms and
other custodians, nominees and fiduciaries who hold of record voting securities
of Parker or Superior for the forwarding of solicitation materials to the
beneficial owners thereof. Parker and Superior will reimburse such brokers,
custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses
incurred by them in connection therewith. Both Parker and Superior have
engaged the services of Kissel-Blake, Inc. to distribute proxy solicitation
materials to brokers, banks and other nominees and to assist in the
solicitation of proxies from Parker and Superior stockholders for a fee of
$11,500.
OTHER MATTERS
At the date of this Joint Proxy Statement/Prospectus, the Boards of
Directors of Parker and Superior do not know of any business to be presented at
their respective meetings other than as set forth in the notices accompanying
this Joint Proxy Statement/Prospectus. If any other matters should properly
come before their respective meetings, it is intended that the shares
represented by proxies will be voted with respect to such matters in accordance
with the judgment of the persons voting such proxies.
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THE MERGER
GENERAL DESCRIPTION OF THE MERGER
The merger agreement, as amended, provides that Saints Acquisition
Company, a wholly-owned subsidiary of Parker, will be merged with and into
Superior with Superior being the surviving corporation. Also, each outstanding
share of Superior Common Stock that is not held in the treasury of Superior or
owned by Parker or by any direct or indirect wholly-owned subsidiary of Parker
or of Superior will be converted into 0.975 of a share of Parker Common Stock.
Any shares held in the treasury of Superior or owned by Parker or a Parker or
Superior subsidiary will be canceled. Any resulting fractional shares will be
settled in cash in the manner described under "Certain Terms of the Merger
Agreement -- Manner and Basis of Converting Shares." As a consequence of the
merger, Superior will become a wholly-owned subsidiary of Parker.
Based on the number of shares of Superior Common Stock outstanding as
of the Superior record date, and an Exchange Ratio of 0.975, approximately 28
million shares of Parker Common Stock will be issued pursuant to the merger
agreement (assuming no exercise subsequent to the Superior record date and
prior to the effective time of the merger of Superior options), representing
approximately 27% of the total Parker Common Stock to be outstanding after such
issuance.
BACKGROUND OF THE MERGER
Over the past two years, Parker management has taken several strategic
steps to expand the company's operations and enter new oil field service
markets. While Parker has historically engaged in only international and
domestic land contract drilling operations, management has diversified and
expanded the company's lines of business by entering the transition zone and
shallow water offshore contract drilling markets and the rental tool business.
Parker's overall business strategy includes the acquisition of complementary
businesses, particularly where such businesses could grow and capitalize on
Parker's extensive presence in international energy markets. Parker has grown
and diversified its business through successive acquisitions of Mallard Bay
Drilling Inc., Quail Tools Inc. and Hercules Offshore Corporation. Parker has
sought to grow these businesses further through complementary acquisitions and
through the investment of capital in the acquired companies' businesses.
Similarly, Superior has grown rapidly through internal expansion and
strategic acquisitions designed to take advantage of the continued
consolidation of the oil field service industry. Internal expansion has
focused on product development to provide cost-effective solutions to oil and
gas operators creating inherent competitive advantages. The acquisition
strategy has focused on diversification of business lines and consolidation of
a highly fragmented market and has targeted strong companies with established
name or brand recognition. These strategies have established Superior as the
dominant plug and abandonment provider in the Gulf of Mexico and one of the
largest rental tool providers operating in the Gulf of Mexico and along the
Gulf Coast.
Parker was first approached in September 1997 by its investment
bankers, Jefferies & Company, Inc., regarding the potential acquisition of
Superior, as Superior seemed to fit Parker's growth and acquisition strategy.
After considering the synergies, benefits and financial ramifications of a
business combination with Superior, Parker's management decided not to pursue
the acquisition at that time. Such decision was made because at the time,
Parker was engaged in closing its acquisition of Hercules Offshore Corporation,
and also because of the movement of stock prices in the industry during this
time.
Jefferies brought the potential acquisition to the attention of Parker
management again in February 1998. Parker's management expressed more interest
in a possible combination at this time, and the management of Parker met with
Mr. Hall, the chairman of Superior, and his financial advisor from Johnson Rice
on March 4, 1998 to discuss whether a business combination of the two companies
would be feasible and in the best interests of the companies' stockholders.
Mr. Linn, Parker's executive vice president and chief operating officer,
subsequently met with Mr. Hall on April 2, 1998 to tour Superior's Harvey,
Louisiana facilities.
At its regular Board of Directors meeting on March 25, 1998, Parker
management presented to its Board of Directors the possible acquisition of
Superior along with several other possible business combinations. Parker's
Board recommended that management not pursue the acquisition of Superior at
that time, but that it should evaluate possible acquisitions in Parker's other
core businesses.
From March 1998 to October 1998, Superior management initiated a
strategic planning process to identify and determine the appropriate actions to
meet its financial and strategic goals and in connection with this process,
Superior engaged Johnson Rice as a financial advisor. Among the objectives
identified were to:
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o diversify its reliance on the Gulf of Mexico and Gulf Coast
activity levels;
o accelerate its expansion into international markets;
o increase its market share and revenues in both the rental tool
and well service business lines;
o continue to make strategic market acquisitions; and
o capture an extended share of the well life cycle.
In the third quarter of 1998, Parker re-evaluated the strategic
benefits of expanding its rental tool business, and on September 17, 1998,
certain management of Parker traveled to Superior in Harvey, Louisiana to meet
with Mr. Hall and to reopen discussions of a possible acquisition of Superior by
Parker. Discussions were general in nature, and included discussions regarding
the customers of the two companies' rental tool operations, the contingent
payment obligations of Superior stemming from certain of its acquisitions over
the prior 18 months, and the desirability of keeping the subsidiary companies of
Superior separate in order to preserve the entrepreneurial nature of their
respective managements. At the end of the meeting, Mr. Parker Jr., Parker's
president and chief executive officer, and Mr. Hall expressed their interest in
pursuing further discussions.
Parker's management presented the acquisition to its Board of Directors
on September 22, 1998. Noting the business benefits of a combination with
Superior and the anticipated financial benefits to Parker's stockholders, the
Parker Board directed management to pursue the acquisition of Superior. The
Board did not give final approval of the acquisition at that time and
specifically requested further information as to the amount and timing of the
Superior contingent payment obligations.
The managements of Parker and Superior and their respective investment
bankers met in Houston, Texas on October 1, 1998 to discuss various details of
a business combination, including the amount and timing of the contingent
payments and the range of exchange values. At that time, the companies held
extensive discussions of valuations without reaching an agreement on any
premium that would be paid.
On October 12, 1998, Jefferies contacted Parker management and
indicated that Mr. Hall would be receptive to a written offer from Parker with
an Exchange Ratio in the neighborhood of 0.90 shares of Parker per share of
Superior. This was confirmed in a subsequent telephone conversation between
Messrs. Parker Jr. and Hall. Parker instructed its legal counsel to begin
preparing a definitive agreement to accomplish the business combination.
Parker also officially engaged Jefferies as its investment advisor.
From October 12, 1998 through October 20, 1998, additional discussions
were held by telephone conferences between representatives of Superior and
Parker and their respective legal, financial and accounting advisors regarding
a possible merger. During this period members of Superior management met with
Johnson Rice on several occasions to discuss the proposed terms of the merger
and its impact on both businesses, and on October 22, 1998 the Superior Board
met and authorized Mr. Hall to negotiate the terms of the merger agreement with
Parker.
On October 15, 1998, Mr. Parker, Parker's chairman, spoke informally
with each of the outside members of the Board of Directors of Parker to inform
them of the developing discussions and to obtain their advice and opinion on
the potential transaction.
On the morning of October 20, 1998, management from Parker met with
Mr. Hall and his investment advisor from Johnson Rice for the purpose of
confirming interest in reaching an agreement on the terms of an acquisition,
discussing how the companies would operate on a going forward basis and Mr.
Hall's role. Mr. Parker stated that in his opinion, one of the primary reasons
for Parker acquiring Superior was to employ Mr. Hall's entrepreneurial drive to
help establish rental tool operations in foreign countries. Mr. Hall then made
a comprehensive presentation to Parker management regarding Superior's business
and future prospects, so that Parker's management could then begin its due
diligence examination of Superior. Parker's due diligence team subsequently
met with representatives from Superior, its investment advisors, its outside
audit firm and its legal counsel for the following two days for the purpose of
performing due diligence.
On October 22, 1998, the two companies executed a confidentiality
agreement.
On October 26, 1998, Superior's due diligence team traveled to
Parker's head office in Tulsa, Oklahoma for the purpose of performing due
diligence on Parker. The following day, October 27, 1998, Parker management
proposed the acquisition to its Board at a special Board meeting. Mr. Parker
stated that management had resolved to its satisfaction the major business
issues, including the matter of the contingent payments that would be assumed
by Parker upon consummation of the acquisition. Management recommended that
the acquisition be accomplished at a 0.90 Exchange Ratio. Jefferies made a
presentation to the Board regarding the proposed merger and delivered their
opinion that the proposed merger was fair from a financial point of view to the
stockholders
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of Parker. Legal representatives from Vinson & Elkins L.L.P. participated by
telephone conference call to answer directors' questions. The Parker Board
unanimously approved the acquisition and authorized Parker's management to take
all steps necessary to finalize the transaction.
On October 28, 1998, the Superior Board met to review the final terms
of the proposed merger. At this meeting, representatives of Jones Walker,
Superior's legal counsel, discussed with Superior the terms of the merger
agreement. Representatives of Johnson Rice also provided to the Superior Board
a review of the proposed merger from a financial point of view and provided an
oral opinion (which was confirmed in writing as of October 28, 1998) that the
Exchange Ratio pursuant to the merger agreement was fair from a financial point
of view, to Superior's stockholders. Mr. Hall also discussed with the Superior
Board the merits and benefits of the proposed merger. After discussion, the
directors unanimously approved the merger agreement and recommended that the
stockholders of Superior vote in favor of the merger and merger agreement.
On the evening of October 28, 1998, the final details of the
transaction were agreed between the parties. Late that evening representatives
of the respective parties signed the merger agreement. On the morning of the
following day, the parties announced the merger transaction via a joint press
release and conference call with investors and securities analysts.
On November 25, 1998, the companies entered into an amendment to the
merger agreement that increased the Exchange Ratio from 0.90 to 0.975. The
amendment was executed following discussions and the approval of the amendment
by the Board of Directors of both companies on such date. The adjustment to the
Exchange Ratio was based on discussions held between the parties subsequent to
the execution of the merger agreement regarding the current outlook in the
industry. While the entire oil field sector currently is experiencing a
downturn in activity due to low oil prices and reduced capital expenditures on
the part of exploration and production companies, such downturn appears to be
more severe in the contract drilling and workover segment of the oil field
service industry. Prior to the execution of the amendment to the merger
agreement, Johnson Rice and Jefferies reaffirmed their fairness opinions.
PARKER'S REASONS FOR THE MERGER; RECOMMENDATION OF PARKER'S BOARD OF DIRECTORS
The Parker Board of Directors considered, among others, the following
strategic, operational and financial benefits of the merger to Parker:
o The merger is consistent with Parker's strategy of growing the
company through the acquisition of businesses and companies
that are complementary to Parker's existing contract drilling
and rental tool operations and ultimately expanding those
businesses in international areas where Parker has extensive
presence and operating expertise.
o The merger will allow Parker to achieve critical mass in its
Gulf of Mexico and Gulf Coast rental tool operations and will
position it as the second largest rental provider of downhole
tools and drilling equipment in the world.
o The addition of Superior's large inventory of rental tools
will significantly expand the range of rental tools and
services Parker is able to offer to oil and gas operators and
will improve its ability to compete against other rental tool
companies.
o Parker expects to be able to negotiate favorable supply
agreements with manufacturers and suppliers of oil field
equipment used in its rental tool operations.
o With the addition of Superior's 19 rental tool facilities
located along the Gulf Coast, Parker will be in a better
position to form alliances with large users of rental tools in
which it will be the preferred provider.
o Superior's existing rig-less plug and abandonment operations
will establish Parker as the leading provider of such services
in the Gulf of Mexico, thus enhancing its exposure to life of
well services.
o The expansion of Parker's rental tool operations and the
addition of Superior's well servicing operations should enable
Parker to benefit from the cross-marketing of such services to
existing customers from its land, transition zone and shallow
water drilling operations.
o The merger will be accretive to both Parker's projected
earnings and cash flow per share.
o The issuance of Parker Common Stock to Superior's shareholders
as part of the merger will strengthen
Parker's balance sheet by deleveraging Parker.
o The addition of Superior's operations will expand and
diversify Parker's growth opportunities and provide it with
greater flexibility in optimizing capital investment decisions
in response to industry conditions.
o The merger will increase the stock market capitalization of
Parker, making its stock potentially more attractive to a
wider universe of investors.
o Superior's income for federal U.S. tax purposes can be offset
by Parker's net operating loss carryforwards, thereby
improving the economics of the transaction to Parker's
stockholders.
o The merger will provide opportunities to reduce administrative
overhead costs.
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THE PARKER BOARD HAS DETERMINED THAT THE MERGER IS IN THE BEST
INTERESTS OF PARKER AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS OF PARKER HAS
UNANIMOUSLY APPROVED THE MERGER AND RECOMMENDS THAT THE STOCKHOLDERS APPROVE
THE SHARE ISSUANCE AND THE CHARTER AMENDMENT.
SUPERIOR'S REASONS FOR THE MERGER; RECOMMENDATION OF SUPERIOR'S BOARD OF
DIRECTORS
The Superior Board views the merger as a means of achieving the
long-term financial and strategic objectives previously identified and believes
the merger offers various synergistic opportunities, including the ability to:
o leverage off of Parker's extensive international platform to
rapidly grow and diversify Superior's business lines;
o increase revenues and market share by capitalizing on
cross-marketing opportunities;
o achieve broader penetration in the well life cycle by bundling
product and service offerings;
o become a market leader in rental tools through the combination
of Parker's and Superior's rental tool operations; and
o reduce corporate and field operating costs as a percentage of
revenue.
In reaching its conclusion to approve the merger, the Superior Board
also considered the following factors:
o information regarding the financial performance and condition,
business operations and prospects of each of Superior and
Parker, and Superior's future performance and prospects as a
separate entity and on a combined basis with Parker;
o current industry and economic conditions and how they relate
to business combinations or strategic alliances in the oil and
gas industry;
o recent and historical prices of Superior Common Stock and
Parker Common Stock;
o the structure of the transaction and terms of the merger
agreement and the Exchange Ratio;
o the financial analysis provided by Johnson Rice described
below;
o the fact that the merger provides the opportunity for holders
of Superior Common Stock to receive a premium over historical
prices for Superior Common Stock;
o the consolidation benefits that would be available to the
combined entity, primarily in the form of revenue enhancement,
associated margin improvements, and corporate cost reductions;
o the fact that the terms of the merger agreement permit the
Superior Board, in the exercise of its fiduciary duties and
subject to certain conditions, to terminate the merger
agreement if the Superior Board receives a takeover proposal
which the Superior Board deems to be a better transaction upon
the payment to Parker of a termination fee of $7 million. The
Superior Board did not view the termination fee as
unreasonably impeding any interested third party from
proposing a better transaction;
o the expectation that Superior's stockholders will be able to
receive Parker Common Stock free of immediate U.S. federal
income tax impacts;
o the likelihood that the merger would be consummated; and
o opportunities for Superior's employees in the combined entity
upon consummation of the merger.
In determining the merger was fair and in the best interests of
Superior's stockholders, the Superior Board considered the factors listed above
without assigning any particular or relative weighting to such factors. The
Superior Board believes that the combination will allow Superior stockholders
to participate in a combined entity that will have greater business and
financial resources than Superior would have absent the merger and to receive,
on a tax- deferred basis, a premium for their Superior Common Stock based on
recent market prices.
THE SUPERIOR BOARD BELIEVES THE TERMS OF THE MERGER ARE FAIR AND IN
THE BEST INTEREST OF SUPERIOR AND ITS STOCKHOLDERS. THE BOARD HAS UNANIMOUSLY
APPROVED THE MERGER AND RECOMMENDS ITS APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT BY SUPERIOR'S STOCKHOLDERS.
OPINIONS OF FINANCIAL ADVISORS
The Parker Board of Directors engaged Jefferies to act as one of its
financial advisors in connection with the transaction contemplated by the
merger agreement. In addition, Parker received from a second financial advisor
specific advice on the market for which Parker paid $500,000.
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OPINION OF PARKER'S FINANCIAL ADVISOR.
The Parker Board of Directors engaged Jefferies to act as one of its
financial advisors in connection with the transaction contemplated by the
merger agreement. The Parker Board of Directors selected Jefferies on the
basis of its knowledge of Parker and Superior as well as of the oil field
services industry. The Parker Board of Directors instructed Jefferies, in its
role as financial advisor, to evaluate the fairness, from a financial point of
view, to the holders of shares of Parker Common Stock, of the consideration to
be paid by such holders pursuant to the merger agreement and, in such regard,
to conduct such investigations as Jefferies deemed appropriate for such
purpose. No limitations were placed by the Board of Directors or management of
Parker with respect to the investigations made or the procedures followed by
Jefferies in preparing and rendering its opinion, and Parker and its management
cooperated fully with Jefferies in connection therewith.
On October 27, 1998, Jefferies rendered its oral opinion, which was
subsequently confirmed in writing, to the Parker Board of Directors to the
effect that, based upon and subject to certain matters stated therein, as of the
date of such opinion, the initial Exchange Ratio was fair to the holders of
Parker Common Stock from a financial point of view (the "Jefferies Opinion").
Certain financial analyses used by Jefferies in connection with rendering the
Jefferies Opinion to the Parker Board of Directors are summarized under "
Analyses by Jefferies" below. Jefferies affirmed its fairness opinion to the
amended Exchange Ratio on November 25, 1998. The following discussion gives
effect to such amended Exchange Ratio.
The full text of the Jefferies Opinion, which sets forth, among other
things, assumptions made, procedures followed, matters considered, and
limitations on the review undertaken, is attached as Appendix B to this Joint
Proxy Statement/Prospectus. Parker stockholders are urged to, and should, read
the Jefferies Opinion carefully and in its entirety. The Jefferies Opinion was
provided to the Parker Board of Directors and is directed only to the fairness,
from a financial point of view of the Exchange Ratio to holders of shares of
Parker Common Stock pursuant to the merger agreement, and it does not address
any other aspect of the merger. The summary of the Jefferies Opinion set forth
in this Joint Proxy Statement/Prospectus is qualified in its entirety by
reference to the full text of such opinion.
In conducting its analysis and rendering its opinion, Jefferies
reviewed and considered such financial and other factors it deemed appropriate
under the circumstances including, among others, the following:
o the merger agreement;
o the historical and current financial condition and results of
operations of Parker and Superior, including (a) the Annual
Reports on Form 10-KSB of Superior for the years ended
December 31, 1995, 1996 and 1997, and (b) the Quarterly Report
on Form 10-QSB of Superior for the quarter ended March 31,
June 30 and September 30, 1998;
o certain non-public financial and non-financial information
prepared by the management of Parker and Superior, which data
was made available to Jefferies in its role as financial
advisor to Parker;
o published information regarding the financial performance and
operating characteristics of a selected group of companies
which it deemed comparable;
o business prospects of Parker and Superior when taking into
consideration the impact of the merger;
o the historical and current market prices for Parker Common
Stock and Superior Common Stock and for the equity securities
of certain other companies with businesses that Jefferies
considered relevant to its inquiry;
o publicly available information, including research reports, on
companies Jefferies considered relevant to its inquiry; and
o the nature and terms of other recent acquisition transactions
in the oil field services industry.
Jefferies also took into account general economic, monetary, political,
market and other conditions as well as its experience in connection with similar
transactions and securities valuation generally.
In connection with its review, Jefferies did not independently verify
any of the foregoing information and relied on such information being complete
and accurate in all material respects. In addition, Jefferies did not make any
evaluation or appraisal of any of the assets or liabilities (contingent or
otherwise) of Parker or Superior, nor was Jefferies furnished with any such
evaluation or appraisal. With respect to the financial estimates concerning
Parker and Superior, Jefferies with Parker's consent, based its review on
management estimates for Parker and Superior. In addition, Jefferies assumed
that the merger would be accounted for using the purchase method of accounting
for business combinations.
The Jefferies Opinion did not address Parker's underlying business
decision to effect the merger or constitute a recommendation to any stockholder
of Parker as to how such stockholder should vote with respect to the merger.
Also, the Jefferies Opinion did not imply any conclusion as to the likely
trading range for Parker's Common Stock following the consummation of the
merger, which may vary depending on numerous factors which generally influence
the prices of securities.
Both Parker and Superior provided Jefferies with certain financial
information regarding their respective financial performance to develop
estimates for future performance. Jefferies also utilized certain estimates
available from various securities analysts to develop a financial forecast for
the twelve month periods ending December 31, 1998 and 1999.
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ANALYSES BY JEFFERIES
The following is a summary of the material financial analyses used by
Jefferies in connection with rendering the Jefferies Opinion to the Parker
Board of Directors. The following summary of the analyses used by Jefferies
does not purport to be a complete description of the analyses conducted by
Jefferies in arriving at its opinion.
Exchange Ratio Analysis. Jefferies performed an analysis of the ratio
of the market price of Superior Common Stock to the market price of Parker
Common Stock during the period from April 29, 1998 through October 28, 1998.
Jefferies calculated the ratio of the Superior Common Stock closing price for
each trading day during this period to the Parker Common Stock closing price
for such day. This analysis implied an exchange ratio ranging from a high of
1.15 shares of Parker Common Stock for each share of Superior Common Stock to a
low of 0.60 shares of Parker Common Stock for each share of Superior Common
Stock, with an average during the period from April 29, 1998 through October
28, 1998 of 0.86 shares of Parker Common Stock per share of Superior Common
Stock. Jefferies also calculated the ratio of the Superior Common Stock price
on October 28, 1998 ($4 1/4 per share) to the Parker Common Stock price on such
day ($5 1/2 per share). This implied an exchange ratio of 0.77 shares of Parker
Common Stock for each share of Superior Common Stock.
Valuation Multiple Analysis. Jefferies determined the implied
consideration to be received by the holders of Superior Common Stock in the
merger (the "Implied Consideration") (obtained by multiplying the closing stock
price for Parker Common Stock of $4 1/8 on November 25, 1998 by the amended
Exchange Ratio for the merger of 0.975 shares of Parker Common Stock per share
of Superior Common Stock). Jefferies calculated the multiple of "Total
Enterprise Value" (defined as the market value of all shares of Superior Common
Stock, plus the present value of expected future contingent payments, plus the
book value of total debt, less cash and cash equivalents) to its projected
earnings before interest, taxes, depreciation and amortization ("EBITDA") for
the projected fiscal year ending December 31, 1999. Based on the Implied
Consideration, the ratio of Total Enterprise Value to projected 1999 EBITDA was
5.2x.
Jefferies also considered the ratio of Total Enterprise Value to
projected EBITDA for other recent oil field services acquisitions for
comparable companies. The average multiple for all comparable transactions was
6.9x, whereas the average multiple for the subset of transaction with Total
Enterprise Value of less than $250 million was 5.8x. The multiples for
comparable transactions with Total Enterprise Value of less than $250 million
ranged from a low of 4.3x to a high of 8.5x.
Pro Forma Combination Analysis. Jefferies analyzed the effect of the
merger, assuming purchase accounting treatment, on Parker's estimated earnings
per share and cash flow per share for the estimated twelve month periods ending
December 31, 1998 and 1999. Jefferies utilized certain financial information
provided by Parker on Superior Management as well as estimates from various
securities analysts. The analysis yielded earnings per share accretion of $0.11
per share and cash flow per share dilution of $0.04 per share for estimated
1998 with $3.0 million of consolidation savings. The analysis yielded earnings
per share accretion and cash flow per share accretion for estimated 1999 of
$0.38 per share and $0.19 per share, respectively, with $3.0 million of
consolidation savings.
Premium Analysis. Jefferies calculated the premium to holders of
Superior Common Stock of the Implied Consideration to the closing stock price
for Superior Common Stock of $4 1/4 on October 28, 1998. Jefferies calculated a
premium to holders of Superior Common Stock equal to 26% of the closing stock
price for Superior Common Stock on October 28, 1998. Jefferies also analyzed
average acquisition premiums for acquisitions of public oilfield services
companies in the period June 13, 1994 through October 28, 1998, focusing on
transactions which were effected primarily through an exchange of common stock.
The premium to the last closing price prior to announcement of such
transactions ranged from a low of 7% to a high of 41% with the average being
23%.
Relative Contribution Analysis. Jefferies analyzed the relative
contribution of Superior and Parker to the combined EBITDA, net income and cash
flow of the two companies, assuming completion of the merger, based on
estimated results for the twelve month periods ending December 31, 1998 and
1999 (without giving effect to any transaction adjustments). Jefferies
calculated contributions by Parker to the combined EBITDA, net income and cash
flow which ranged from a low of 57% to a high of 83%, respectively. Jefferies
also calculated the percentage of the combined companies' equity that would be
held by current Parker stockholders, assuming completion of the merger, as 73%
(using the Exchange Ratio to be used in the merger) and compared such
percentage with the foregoing contribution percentages.
The foregoing summary does not purport to be a complete description of
the analyses performed by Jefferies. The preparation of financial analyses and
fairness opinions is a complex process and is not necessarily susceptible to
partial analysis or summary description. Jefferies believes that its analyses
(and the summary set forth above) must be considered as a whole, and that
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selecting portions of such analyses and of the factors considered by Jefferies,
without considering all of such analyses and factors, could create an
incomplete view of the processes underlying the analyses conducted by Jefferies
and its opinion. Jefferies made no attempt to assign specific weights to
particular analyses. Any estimates contained in Jefferies' analyses are not
necessarily indicative of actual values, which may be significantly more or
less favorable than as set forth herein.
Jefferies is an investment banking firm with substantial experience in
transactions similar to the merger and is familiar with Parker and its
business. As part of its investment banking business, Jefferies is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes.
Parker has agreed to pay Jefferies a cash fee of $200,000 for the
Jefferies Opinion to the Board of Directors. If the merger is consummated,
Jefferies will receive a cash success fee of $1,000,000 less the $200,000 in
fees to be paid by Parker for the Jefferies Opinion. Parker also has agreed to
reimburse Jefferies for its reasonable out-of-pocket expenses and to indemnify
Jefferies against certain liabilities and expenses, including certain
liabilities under U.S. federal securities laws, relating to or arising out of
its engagement as financial advisor.
Jefferies has previously rendered certain investment banking and
financial advisory services to Parker and Superior for which it has received
customary compensation. In the normal course of its business, Jefferies and
its affiliates may actively trade or hold the securities of Parker and Superior
for its own account and the accounts of its customers and, accordingly, may at
any time hold a long or short position therein.
OPINION OF SUPERIOR'S FINANCIAL ADVISOR
Johnson Rice was retained by Superior to provide a financial opinion in
connection with the merger. On October 28, 1998, Johnson Rice rendered its oral
opinion to the Superior Board, later confirmed in writing, that as of such date
and based upon factors and assumption set forth therein, the Exchange Ratio was
fair from a financial point of view to holders of Superior Common Stock (the
"Johnson Rice Opinion"). The initial Exchange Ratio for the merger was
determined through discussions between Johnson Rice and Jefferies and
representatives of both Parker and Superior and then recommended by management
to the Boards of Parker and Superior. The amended Exchange Ratio was derived
from discussions between Parker and Superior. Johnson Rice affirmed its
fairness opinion for the amended Exchange Ratio. The following discussion gives
effect to the amended Exchange Ratio on November 25, 1998.
The following summary does not purport to be a complete description of
the analyses supporting the Johnson Rice Opinion or the presentation made by
Johnson Rice to the Superior Board. The preparation of a fairness opinion is a
complex process of involving various determinations as to the most relevant and
appropriate methods of financial analyses and the application of those methods
to the particular circumstances and, therefore, such opinion is not readily
susceptible to partial analyses. In arriving at its opinion, Johnson Rice did
not assign any particular weighting to any of the factors considered, but
rather made qualitative judgements as to the relevance or significance of each
factor. Accordingly, Johnson Rice believes that the analyses must be
considered as a whole and that selecting portions of the analyses without
considering the analyses as a whole, would create an incomplete view to the
process underlying the Johnson Rice Opinion.
For purpose of the analyses, Johnson Rice made many assumptions with
respect to the industry performance, general business, economic, market and
financial conditions and other matters beyond the control of Johnson Rice.
Actual conditions may differ significantly from those assumed. Accordingly,
such analyses and estimates are inherently subject to substantial uncertainty.
In addition, the Johnson Rice Opinion was among several factors taken into
consideration by the Superior Board in making its decision to approve the
merger agreement. Consequently, the Johnson Rice analyses described below
should not be viewed as the determinative factor of the decision of the
Superior Board with respect to the fairness of the Exchange Ratio.
In arriving at its opinion, Johnson Rice, among other things:
o reviewed certain publicly available business and financial
information relating to Superior and Parker that Johnson Rice
deemed to be relevant;
o reviewed certain financial information provided by the
managements of Superior and Parker relating to the business,
earnings, cash flow, assets, liabilities and prospects of
Superior and Parker, as well as synergies and impacts from the
merger;
o reviewed available securities analysts' estimates of earnings
and cash flow for Superior and Parker for 1998 and 1999;
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o conducted discussions with members of senior management of
Superior and Parker concerning information provided above, as
well as their respective businesses and outlook before and
after giving effect to the merger;
o reviewed market prices and valuation multiples of Superior
Common Stock and compared them to other public companies
deemed to be relevant by Johnson Rice;
o reviewed the potential pro forma impact of the merger on
Parker's earnings per share, cash flow, consolidated
capitalization and financial ratios;
o reviewed the reported prices and trading activity of Superior
and Parker;
o reviewed the financial terms of other comparable mergers;
o reviewed the merger agreement, as amended, and related
documents;
o participated in certain discussions and negotiations among
representatives of Superior, Parker and their financial and
legal advisors; and
o reviewed other such financial studies and analyses and took
into account other such matters as deemed relevant by Johnson
Rice.
No limitations were imposed by Superior on Johnson Rice with respect
to the investigations made or procedures followed in rendering its opinion.
In preparing its opinion, Johnson Rice assumed and relied upon the
accuracy and completeness of all information supplied or otherwise made
available to Johnson Rice, discussed with or reviewed by or for Johnson Rice,
or publicly available, and Johnson Rice did not assume any responsibility for
independently verifying such information. Johnson Rice did not undertake an
independent evaluation or appraisal of any of the assets or liabilities of
Superior or Parker and was not furnished with any such appraisal or evaluation.
In addition, Johnson Rice did not assume the responsibility to conduct any
physical inspection of the properties, facilities or equipment of Superior or
Parker. With respect to the financial information provided to or discussed with
Johnson Rice by Superior or Parker, Johnson Rice assumed that they had been
reasonably prepared and reflected the best currently available estimates and
judgment of the management of Superior and Parker, respectively, as to the
expected future financial performance of Superior or Parker. Johnson Rice
further assumed that the merger would be accounted for using the purchase
method of accounting for business combinations under GAAP and that it will
qualify as a tax-free reorganization for U.S. federal income tax purposes.
Johnson Rice also assumed that the final form of the merger agreement would be
substantially similar to the last draft reviewed by it.
The Johnson Rice Opinion is necessarily based upon market, economic
and other conditions as they existed and could be evaluated on the date of such
opinion. Johnson Rice was not authorized by Superior or the Superior Board to
solicit, nor did it solicit, third-party indications of interest for the
acquisition of all or any part of Superior. Johnson Rice did not express an
opinion regarding the value that would be realized upon the sale or liquidation
of Superior, and the Johnson Rice Opinion does not address the relative merits
of the merger compared to any alternative business combination transaction that
might be available to Superior. In addition, Johnson Rice was not asked to
consider, and the Johnson Rice Opinion does not in any manner address, the
price at which Parker shares will actually trade following the consummation of
the merger.
Both Superior and Parker provided Johnson Rice with certain financial
information regarding their respective financial performance to develop
estimates of future performance. Johnson Rice also utilized certain estimates
available from various securities analysts to develop a financial forecast for
the two-year period ending December 31, 1999 for both Superior and Parker.
Johnson Rice relied upon the information available and provided by Superior and
Parker in performing their analyses and preparing the Johnson Rice Opinion.
The following is a brief summary of selected analyses presented to the
Superior Board by Johnson Rice in connection with the delivery of the Johnson
Rice Opinion.
Premium Paid Analysis. Using publicly available information, Johnson
Rice examined premiums paid over pre-announcement stock prices for one day, one
week, four weeks and eight weeks prior to announcement in twenty selected oil
field services transactions completed or pending since June 13, 1994. For the
twenty transactions analyzed, the premium to unaffected market price one week
prior to the announcement ranged from 1.1% to 52.4%. Johnson Rice calculated
an average range of these premiums of 22.1%. Based on the closing stock price
one week prior to the announcement of the merger, the premium to holders of
Superior Common Stock equaled 28.1%.
Contribution Analysis. Johnson Rice analyzed the pro forma
contribution of Superior and of Parker to the combined company. Such analysis
included, among other things, relative contribution of net income, cash flow
from operations and earnings before interest, tax, depreciation and
amortization ("EBITDA"). Johnson Rice utilized certain financial information
provided by
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Superior and Parker management as well as estimates from various securities
analysts for the analysis. The relative levels of EBITDA were used to develop
implied enterprise value contributions from which each company's level of net
debt was subtracted to derive implied equity market value contributions. The
analysis indicated that Superior would contribute 26.8% of the combined
operating cash flow and 28.4% of the combined EBITDA in 1999. Johnson Rice
assigned various weightings to the contribution statistics to arrive at implied
exchange rates ranging from 0.93 to 1.03.
Comparable Public Company Analysis. As part of its analysis, Johnson
Rice compared certain financial information of Superior and Parker with that of
a group of selected oil field services companies deemed relevant by Johnson
Rice. Superior was compared to several mid to small capitalization oil field
service and equipment companies including BJ Services, Cooper Cameron, Smith
International, Tuboscope, Varco International and Weatherford International.
Parker was compared to several offshore and onshore drilling and workover
companies including ENSCO, Global Marine, Marine Drilling, Noble Drilling,
Pride International, Rowan Drilling, Grey Wolf and Pool Energy. Such analyses
indicated that as of October 26, 1998, Superior traded at 4.6 times price to
forecasted cash flow and 4.7 times total market value to forecasted EBITDA for
the calendar year ending 1999 compared to a range of 7.1 to 9.4 price to
forecasted cash flow and 5.5 to 8.2 times total market value to forecasted
EBITDA for the small to mid capitalization oil field service companies
included. Parker traded at 5.9 times price to forecasted cash flow and 7.0
times total market value to forecasted EBITDA for its fiscal year ended August
31, 1999 compared to a relevant range of 3.4 to 11.9 times price to forecasted
cash flow and 4.2 to 11.6 times total market value to EBITDA for the offshore
and onshore and workover companies included. Based on the consideration
implied by the exchange ratio, the multiple of total market value to forecasted
EBITDA paid by Parker was 6.1x.
No company utilized in the comparable public company analysis is
identical to Superior or Parker. Accordingly, an analysis of the results of
the foregoing necessarily involves complex consideration and judgments
concerning differences in financial and operating characteristics of Superior
and Parker and other factors that could affect the public trading value of the
companies to which they are being compared.
Pro Forma Analysis of the Merger. Johnson Rice analyzed the pro forma
impact of the merger on earnings per share and cash flow per share for Parker
for the fiscal year 1999. Johnson Rice utilized certain financial information
provided by Superior and Parker management as well as estimates from various
securities analysts for the analysis. The pro forma analyses also took into
account the anticipated cost savings and synergies expected to be derived from
the merger as estimated by the Parker management team. Johnson Rice noted
that, assuming the merger would be treated as a purchase for accounting
purposes, the merger would be accretive to earnings per share and cash flow per
share in 1999.
Johnson Rice also analyzed the effects of the merger on the balance
sheet and credit statistics of the combined company. Treating Parker's
convertible securities as debt and including the off-balance sheet contingent
payments of Superior as debt, Parker's debt to total capitalization and debt to
EBITDA ratios fall from 63.3% to 56.6% and 4.1 to 3.4 times, respectively.
Superior retained Johnson Rice based on its experience and expertise.
Johnson Rice is an internationally recognized investment banking and advisory
firm. As part of its investment banking business, Johnson Rice is regularly
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, secondary distributions of
listed and unlisted securities, private placements and valuations for estate,
corporate and other purposes. Neither Johnson Rice nor its principals have a
material ownership interest in Superior or Parker. In the past, Johnson Rice
has provided financial advisory and financing services to Superior and its
affiliates and has received customary fees in connection with these services.
Johnson Rice also acted as a co-manager for a Parker securities offering
in April 1997.
Superior has agreed to pay Johnson Rice a fee for its financial
opinion of $500,000 at the time Johnson Rice's written or oral opinion is first
delivered and an additional $1 million payable upon the consummation of the
merger. Superior has also agreed to reimburse Johnson Rice for its expenses
related to the engagement and to indemnify Johnson Rice and its affiliates
against certain liabilities and expenses, including liabilities under U.S.
federal securities laws in connection with Johnson Rice's engagement.
INTERESTS OF CERTAIN PERSONS IN THE MERGER
In considering the recommendation of Superior's Board of Directors
with respect to the merger, Superior's stockholders should be aware that
certain of Superior's directors and officers have certain interests respecting
the merger separate from their interests as holders of Superior Common Stock,
including those referred to below.
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EMPLOYMENT AGREEMENTS
Prior to the Closing, Superior will extend the current employment
agreements with Ken Blanchard as vice president and Charles Funderburg as vice
president to March 31, 2002 and amend each agreement to provide for an annual
base salary equal to their current base salary, an annual raise of 5% and an
annual incentive bonus payment commencing with the fiscal year ending December
31, 1999, in an amount equal to $6,250 for each $1.0 million of earnings before
interest, taxes, depreciation and amortization of Superior and its consolidated
subsidiaries. Such incentive bonus payments are capped at $175,000 per year.
Pursuant to the merger, Superior as the surviving corporation will pay to each
of Mr. Blanchard and Mr. Funderburg $500,000 annually payable no later than
March 31, 1999, March 31, 2000 and March 31, 2001.
Prior to the Closing, Superior will enter into an employment agreement
with Robert S. Taylor as vice president which will expire on March 31, 2002,
and which will provide for an annual base salary equal to his current base
salary, an annual raise of 5%, and an annual bonus payment commencing with the
fiscal year ending December 31, 1999, in an amount equal to $3,571 for each
$1.0 million of earnings before interest, taxes, depreciation and amortization
of Superior and its consolidated subsidiaries. Such bonus payment is capped at
$100,000 per year.
All other employment agreements between Superior or any of its
subsidiaries and any employee will remain in effect on their present terms.
OPTIONS GRANTED TO SUPERIOR OFFICERS AND DIRECTORS. At the Effective
Time, Terence E. Hall, Robert S. Taylor, Ken Blanchard and Charles Funderburg
will each be granted additional ten-year options to purchase 75,000 shares of
Parker Common Stock at the market price as of the closing date of the merger.
Twenty percent of such options will vest immediately, and 20% will vest on each
of the first four anniversaries of the closing date.
INDEMNIFICATION. The merger agreement provides that Parker and
Superior as the Surviving Corporation will, to the extent provided in the
certificate of incorporation or bylaws of Superior immediately prior to the
effective time, indemnify each person who is now, or has been at any time prior
to the date of the merger agreement, or who becomes prior to the effective
time, an officer, director or employee of Superior or any of its subsidiaries
against all liabilities at or after the effective time arising out of actions
occurring at or prior to the effective time that are, in whole or in part,
arising out of the fact that such person is or was a director, officer or
employee of such party.
The merger agreement also provides that, for a period of four years
after the Effective Time, Parker will, subject to certain limitations, purchase
and maintain continuation of Superior's current directors' and officers'
liability insurance policy for the benefit of those persons who are currently
covered by such policy on terms no less favorable than the terms of such
current insurance coverage. See "Certain Terms of the Merger Agreement -
Indemnification" on page 44.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the material federal income tax
consequences of the merger to the holders of Superior Common Stock and is based
upon current provisions of the Internal Revenue Code ("Code"), existing
regulations thereunder and current administrative rulings and court decisions,
all of which are subject to change. No attempt has been made to comment on all
federal income tax consequences of the merger that may be relevant to
particular holders, including holders that are subject to special tax rules,
such as dealers in securities, foreign persons, mutual funds, insurance
companies, tax-exempt entities and holders who do not hold their shares as
capital assets. Holders of Superior Common Stock are advised and expected to
consult their own tax advisers regarding the federal income tax consequences of
the merger in light of their personal circumstances and the consequences under
state, local and foreign tax laws.
No ruling from the Internal Revenue Service ("IRS") has been or will
be requested in connection with the merger. Parker has received from its
counsel, Vinson & Elkins L.L.P., an opinion to the effect that the merger will
be treated for federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the Code, that Parker, Saints and Superior will
each be a party to the reorganization within the meaning of Section 368(b) of
the Code, and that Parker, Saints and Superior will not recognize any gain or
loss as a result of the merger. Superior has received from its counsel, Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., an opinion to the
effect that the merger will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Code, that Parker,
Saints and Superior will each be a party to the reorganization within the
meaning of Section 368(b) of the Code, and that:
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(a) no gain or loss will be recognized by a holder of
Superior Common Stock upon the exchange of all of such holder's shares
of Superior Common Stock solely for shares of Parker Common Stock in
the merger;
(b) the aggregate basis of the shares of Parker Common
Stock received by a Superior stockholder in the merger (including any
fractional share deemed received) will be the same as the aggregate
basis of the shares of Superior Common Stock surrendered in exchange
therefor;
(c) the holding period of the shares of Parker Common
Stock received by a Superior stockholder in the merger (including any
fractional share deemed received) will include the holding period of
the shares of Superior Common Stock surrendered in exchange therefor,
provided that such shares of Superior Common Stock are held as capital
assets at the Effective Time; and
(d) a stockholder of Superior who receives cash in lieu
of a fractional share will recognize taxable gain or loss equal to the
difference, if any, between such stockholder's basis in the fractional
share (as described in paragraph (b) above) and the amount of cash
received. Such gain or loss will be a capital gain or loss if the
Superior Common Stock is held by such stockholder as a capital asset
at the Effective Time, with the tax rate applicable to such capital
gain or loss depending on the holding period for the fractional share
(as described in paragraph (c) above) as of that time.
ACCOUNTING TREATMENT
The merger will be accounted for using the purchase method of
accounting for business combinations under generally accepted accounting
principles, whereby the purchase price will be allocated based on fair values
of assets acquired and liabilities assumed.
GOVERNMENTAL AND REGULATORY APPROVALS
Transactions such as the merger are reviewed by the Antitrust Division
of the Department of Justice and the Federal Trade Commission (the "FTC") to
determine whether they comply with applicable antitrust laws. Under the
provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), the merger may not be consummated until such time as
the specified waiting period requirements of the HSR Act have been satisfied.
Parker and Superior filed notification reports, together with requests for
early termination of the waiting period, with the Department of Justice and the
FTC under the HSR Act on December 1, 1998. Unless earlier terminated or a
request for additional information is made, the applicable waiting period will
expire December 31, 1998.
At any time before or after the merger is completed, the Department of
Justice, the FTC or a private person or entity could seek under the antitrust
laws, among other things, to enjoin the merger or to cause Parker to divest
itself, in whole or in part, of Superior or of other businesses conducted by
Parker. There can be no assurance that a challenge to the merger will not be
made or that, if such a challenge is made, that Parker and Superior will
prevail.
RESTRICTIONS ON RESALES BY AFFILIATES
The shares of Parker Common Stock to be received by Superior
stockholders in connection with the merger have been registered under the
Securities Act and, except as set forth in this paragraph, may be traded
without restriction. The shares of Parker Common Stock to be issued in
connection with the merger and received by persons who are deemed to be
"affiliates" (as that term is defined in Rule 144 under the Securities Act) of
Superior prior to the merger may be resold by them only in transactions
permitted by the resale provisions of Rule 145 under the Securities Act (or, in
case any such person should become an affiliate of Parker, Rule 144 under the
Securities Act) or as otherwise permitted under the Securities Act.
Accordingly, Parker has obtained executed Affiliates' Agreements from all
persons known to the management of Superior to be affiliates of Superior in
the form attached to the merger agreement to the effect that such persons will
not sell, transfer or otherwise dispose of any shares of Parker Common Stock at
any time in violation of the Securities Act or the rules and regulations
promulgated thereunder, including Rule 145. Rule 145 states that those
stockholders deemed to be an affiliate of Superior may not sell their shares
unless:
o the shares are subsequently registered with the Commission;
o the stockholder complies with the volume restrictions of Rule
145 (generally 1% of the outstanding Parker Common Stock
during any three-month period); or
o the stockholder can rely on an exemption from registration
that is available under the Securities Act.
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RIGHTS OF DISSENTING STOCKHOLDERS
Under Delaware law, neither Parker nor Superior stockholders will be
entitled to any appraisal or dissenter's rights in connection with the merger.
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CERTAIN TERMS OF THE MERGER AGREEMENT
The following description is a summary and therefore is not complete.
Capitalized terms not defined in this document have the definitions set forth
in the merger agreement. Please refer to the actual terms of the merger
agreement, as amended, which is attached as Appendix A and incorporated herein
by reference.
EFFECTIVE TIME OF THE MERGER
The Effective Time means the instant in time that the merger takes
place. After all of the conditions required by the merger agreement are either
satisfied or waived, the parties will file a Certificate of Merger with the
Secretary of State of the State of Delaware. Assuming the stockholders of
Superior and Parker approve the matters to be voted on at their respective
meetings, the Effective Time will occur as soon as practicable after both the
Superior Meeting and the Parker Meeting take place. The merger will be
consummated when the Secretary deems the Certificate of Merger filed.
MANNER AND BASIS OF CONVERTING SHARES
At the Effective Time, each outstanding share of Superior Common Stock
will be converted into a right to receive 0.975 of a share of Parker Common
Stock. If, however, between the date of the merger agreement and the Effective
Time the outstanding shares of Parker Common Stock or Superior Common Stock are
changed into a different number of shares or a different class, by reason of
any stock dividend, subdivision, reclassification, recapitalization, split,
combination or exchange of shares, the Exchange Ratio will be correspondingly
adjusted to reflect the change in the number of shares.
As soon as practicable following the Effective Time, Parker will cause
the exchange agent, Norwest Bank Minnesota, N.A., to mail to each person who is
a record holder of Superior Common Stock immediately prior to the Effective
Time, instructions on how to exchange Superior Common Stock for Parker Common
Stock and cash in lieu of any fractional shares. The exchange agent will
include in such mailing a letter of transmittal which should be used to
exchange the Superior Common Stock certificates. Letters of transmittal will
also be available following the Effective Time at the offices of the exchange
agent at Norwest Bank Minnesota, N.A., Shareowner Services, P.O. Box 1450,
Minneapolis, Minnesota 55485-8113, Attention: Barbara Novack. Superior Common
stockholders may, at their option after the Effective Time, exchange their
certificates at the offices of the exchange agent in person. After the
Effective Time, there will be no further registration of transfers on the
Superior stock transfer books of shares of Superior Common Stock that were
outstanding immediately prior to the Effective Time. Superior share
certificates should not be surrendered for exchange by stockholders of Superior
prior to the Effective Time.
No fractional shares of Parker Common Stock will be issued in the
merger. Each stockholder of Superior entitled to a fraction of a share of
Parker Common Stock will receive an amount in cash equal to the closing price
of Parker Common Stock on the closing date as reported on the New York Stock
Exchange multiplied by the fraction of a share of Parker Common stock to which
the stockholder is otherwise entitled.
Until it is surrendered and exchanged, each Superior Common Stock
certificate shall be deemed to evidence whole shares of Parker Common Stock and
the right to receive cash in lieu of fractional shares of Parker Common Stock.
Unless and until any such certificate is surrendered and exchanged, no
dividends or other distributions payable on Parker Common Stock will be paid to
the holders of such certificates. At the appropriate time, upon the surrender
and exchange of such certificates, Parker will pay to that person the amount,
without interest, of dividends and other distributions, if any, with a record
date on or after the Effective Time payable to holders of Parker Common Stock.
HOLDERS OF SUPERIOR COMMON STOCK SHOULD NOT SEND THEIR SUPERIOR
CERTIFICATES TO THE EXCHANGE AGENT UNTIL TRANSMITTAL MATERIALS ARE RECEIVED
FROM THE EXCHANGE AGENT. HOLDERS OF PARKER COMMON STOCK WILL NOT EXCHANGE
THEIR CERTIFICATES REPRESENTING SHARES OF PARKER COMMON STOCK.
SUPERIOR OPTIONS
At the Effective Time, Parker will assume the Superior 1995 Stock
Incentive Plan, as amended (the "Superior Stock Incentive Plan"). In addition,
at the Effective Time, automatically and without any action on the part of the
option holder, each Superior Option that is not "Out-of-the-Money" will be
assumed by Parker and will become an option to purchase Parker Common Stock.
The terms and conditions of such Superior Options will remain the same except
that (1) the number of shares and exercise price per share in each option will
be adjusted in proportion to the Exchange Ratio and (2) each such option will
become exercisable in full in accordance with the terms of the Superior Stock
Incentive Plan. For example, an option to purchase 1000 shares of Superior
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Common Stock for $1.00 per share will, at the Effective Time, become an option
to purchase 975 shares of Parker Common Stock for $1.03 per share. The intent,
in each case, is to place the option holder in the same economic position as
existed prior to the merger.
A Superior Option is "Out-of-the-Money" if, on the closing date, it
has an exercise price in excess of the Superior Common Stock market price on
such date. All Superior Options that are Out-of-the-Money on the closing date
will be cancelled as of the Effective Time. Parker will grant to each holder
of an Out-of-the-Money Superior Option who is employed by Superior at the
Effective Time a ten-year option to purchase a number of Parker Common Stock
shares equal to the number of Superior shares previously subject to the
cancelled Superior Option multiplied by 0.975. The purchase price for each
share of Parker Common Stock subject to each such replacement option will be
the closing sales price of Parker Common Stock on the closing date. Each such
replacement option will vest and become exercisable in accordance with the
vesting schedule set forth in the corresponding Out-of-the-Money Superior
Option that was canceled.
At the Effective Time, Parker will also grant each of four key
employees of Superior (provided such individual is employed by Superior at such
time) a ten-year option to purchase 75,000 shares of Parker Common Stock. The
purchase price for each share of Parker Common Stock subject to each such
option will be the closing sales price of Parker Common Stock on the closing
date. Each such option will vest and become exercisable with respect to (1)
20% of the shares covered thereby on the closing date and (2) an additional 20%
of the shares covered thereby on each of the first, second, third, and fourth
anniversaries of the closing date.
Based on the Superior Options outstanding at the Superior record date
and assuming none of such Superior Options are exercised prior to the Effective
Time, Parker will be required at the Effective Time to reserve an aggregate of
1,717,463 shares of Parker Common Stock for issuance upon exercise of Superior
Options, and an aggregate of 300,000 shares of Parker Common Stock for issuance
upon exercise of the Parker Options granted to the four key employees of
Superior.
CONDITIONS TO THE MERGER
Parker and Superior are obligated to consummate the merger only if the
conditions listed below are either satisfied or waived:
o A majority of Superior stockholders must have approved the
merger agreement and the merger;
o A majority of Parker stockholders must have approved the
charter amendment and the share issuance;
o No order shall have been entered and remain in effect in any
action or proceeding before any foreign, federal or state
court or governmental agency or other foreign, federal or
state regulatory or administrative agency or commission that
would prevent or make illegal the consummation of the merger;
o Parker and Superior must have obtained all material permits,
approvals and consents of securities or blue sky commissions
of any jurisdiction, and of any other governmental body or
agency, that reasonably may be deemed necessary so that the
merger and the other contemplated transactions related to the
merger will be in compliance with applicable laws. This
condition only applies where the failure to comply with it
would have a material adverse effect on the business,
financial condition or results of operations of Superior as
the surviving corporation, taken as a whole after consummation
of the merger;
o The shares of Parker Common Stock to be issued in the merger
and the shares of Parker Common Stock which are issuable upon
the exercise of any Superior Options that are to become
options to purchase Parker Common Stock pursuant to the merger
agreement shall have been approved for listing on the New York
Stock Exchange; and
o All approvals of private persons or corporations, except for
the consent of the lenders under the Superior revolving credit
facility, shall have been obtained. This condition only
applies if (i) the consent is necessary for the consummation
of the merger or the other contemplated transactions and (ii)
failure to obtain the consent would have a material adverse
effect on the business, financial condition or results of
operations of Superior as the surviving corporation, taken as
a whole after the consummation of the merger.
The obligation of Parker to effect the merger is, at the option of
Parker, also subject to the fulfillment at or prior to the closing date of the
following conditions, any or all of which may be waived by the parties to the
merger agreement, in whole or in part, to the extent permitted by applicable
law:
o Each of the representations and warranties made by Superior in
the merger agreement that is qualified as to materiality must
be true and correct, and each of such representations and
warranties that is not so qualified as to materiality must be
true and correct in all material respects, as of October 28,
1998 and (except to the extent such representations and
warranties speak specifically as of an earlier date) as of the
closing date as though such representations and warranties had
been made at that time. Superior must have complied with or
performed, in all
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material respects, the covenants and conditions required by
the merger agreement on or before the closing date. The chief
executive officer of Superior must have also signed a
certificate to that effect;
o Since October 28, 1998, there must have been no material
adverse effects on the financial condition, results of
operations or business of Superior and its subsidiaries, taken
as a whole. The chief executive officer of Superior must have
also signed a certificate to that effect;
o Superior must have received, and furnished written copies to
Parker of each of the Superior Affiliates' Agreements required
pursuant to the merger agreement;
o Parker must have received from Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., counsel to Superior, an
opinion dated the closing date regarding the authorization of
Superior to enter into the proposed transactions;
o Parker must have received from Vinson & Elkins L.L.P. an
opinion regarding the tax consequences of the merger.
The obligation of Superior to effect the merger is, at the option of
Superior, also subject to the fulfillment at or prior to the closing date of
the following conditions, any or all of which may be waived by the parties to
the merger agreement, in whole or in part, to the extent permitted by
applicable law:
o Each of the representations and warranties made by Parker and
Saints in the merger agreement that is qualified as to
materiality must be true and correct, and each of such
representations and warranties that is not so qualified as to
materiality must be true and correct in all material respects,
as of October 28, 1998 and (except to the extent such
representations and warranties speak specifically as of an
earlier date) as of the closing date as though such
representations and warranties had been made at that time.
Parker must have complied with or performed, in all material
respects, the covenants and conditions required by the merger
agreement on or before the closing date. The chief executive
officer of Parker also must have signed a certificate to that
effect;
o Since October 28, 1998, there must have been no material
adverse effects on the financial condition, results of
operations or business of Parker and its subsidiaries, taken
as a whole. The chief executive officer of Parker also must
have signed a certificate to that effect;
o Superior must have received from Vinson & Elkins L.L.P.,
counsel to Parker, an opinion dated the closing date regarding
the authority of Parker to enter into the proposed
transaction;
o Superior must have received from Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P. an opinion regarding the
tax consequences of the merger.
There can be no assurance that all of the conditions to the merger
will be satisfied.
REPRESENTATIONS AND WARRANTIES
The merger agreement contains various representations and warranties
of each of Superior and Parker relating to, among other things:
o its organization and similar corporate matters;
o its capitalization;
o the authorization, execution, delivery, performance and
enforceability of the merger agreement and the absence of
conflicts, violations and defaults under any laws,
regulations, or orders, its charter and bylaws, and certain
other agreements and documents;
o approvals of Governmental Authorities;
o the documents and reports filed by it with the Commission and
the accuracy of the information contained therein;
o the absence of certain undisclosed liabilities;
o the absence of certain changes and events;
o certain tax matters;
o the receipt of an opinion from its investment bankers;
o its brokers or investment bankers involved in the transaction;
and
o certain business practices.
Superior has also made various representations and warranties in the
merger agreement relating to:
o the voting requirements to approve the merger;
o its insurance policies;
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<PAGE> 50
o title to its properties;
o certain environmental matters;
o the incurrence or payment of unusual liabilities;
o certain contingent payment obligations;
o severance payments;
o its labor relations;
o permits and orders from Governmental Authorities required to
conduct its business;
o its litigation and compliance with laws; and
o its employee benefit plans.
The representations and warranties of Superior and Parker also extend
in many respects to their respective subsidiaries and, in the case of Parker,
Saints joins in the representations and warranties. The representations and
warranties expire at the Effective Time.
CERTAIN COVENANTS; CONDUCT OF BUSINESS PRIOR TO THE MERGER
SUPERIOR. Superior has agreed that, prior to the Effective Time,
unless expressly contemplated by the merger agreement or otherwise consented to
in writing by the other, it will and will cause each of its subsidiaries:
o to operate its business in the ordinary course consistent with
past practices;
o to use its reasonable efforts to preserve intact its business
organization, to maintain its authorizations, to retain the
services of its key employees and to maintain its
relationships with its customers and suppliers;
o to maintain and keep its properties and assets in as good
repair and condition as at present, ordinary wear and tear
excepted;
o to use all reasonable efforts to keep in full force and effect
insurance comparable in amount and scope of coverage to that
currently maintained;
o to perform its obligations under existing contracts;
o to use its best efforts to obtain an opinion from its legal
counsel that the merger will be treated as a tax-free merger;
and
o to obtain the required Affiliates' Agreements.
PARKER. Parker has agreed to use all reasonable efforts to obtain
listing approval from the New York Stock Exchange for the shares to be issued
in the merger and for the shares to be reserved for issuance upon the exercise
of the options to be granted to Superior stockholders. Parker has also agreed
to use its best efforts to obtain an opinion from its legal counsel that the
merger will be treated as a tax-free merger.
NEGATIVE COVENANTS
SUPERIOR. Superior has agreed that, prior to the Effective Time,
unless expressly contemplated by the merger agreement or otherwise consented to
in writing by Parker, neither it nor its subsidiaries will:
o issue, sell, pledge, dispose of, encumber, split, reclassify,
redeem, or purchase or offer to acquire any of its capital
stock except in connection with the exercise of outstanding
Superior Options;
o amend its charter or bylaws;
o modify or terminate any of its benefit plans, or pay any
benefits not in accordance with its existing benefit plans;
o pay any dividend payable in cash, stock, property or
otherwise;
o increase the compensation or benefits of any director, officer
or key employee except as required by contract;
o commence any legal proceedings not in accordance with past
practice or settle any claims not covered by insurance for an
amount in excess of $50,000;
o lend funds for purposes unrelated to business or in a manner
not consistent with past business practices;
o make any capital expenditures in excess of $5.3 million
dollars in the fourth quarter of 1998 or in excess of $200,000
in 1999;
o sell or encumber its assets or assume liabilities or prepay
indebtedness not consistent with past practices;
o enter into certain business combinations;
o make certain purchases of assets or securities not consistent
with past practices; and
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<PAGE> 51
o take any action that might result in any of its
representations or warranties become false, or prevent any of
its conditions to the merger from occurring.
PARKER. Parker has agreed not to take any action that might result in
any of its representations or warranties becoming false, or prevent any of its
conditions to the merger from occurring, nor to permit any of its subsidiaries
from doing the same. In addition, Parker agreed that neither it nor its
subsidiaries would enter into certain mergers, consolidations or business
combinations that would prohibit the consummation of merger.
ACCESS TO BUSINESS OF OTHER PARTY. During the pendency of the merger
agreement, Parker and Superior have each agreed to make available, and to cause
their respective subsidiaries to make available, to the other party and its
representatives such information with respect to its business and affairs as
the other party shall reasonably request and shall confer with the other party
as to the business operations. Parker and Superior are also required to notify
the other of the occurrence of any material operational matters.
NO SOLICITATION
Superior has agreed that neither it nor any of its subsidiaries shall,
directly or indirectly, through any officer, director, employee, representative
or agent of Superior or its subsidiaries do any of the following:
o solicit or knowingly encourage, including by way of furnishing
information, or take any other action to knowingly facilitate
the initiation of any inquiries or proposals regarding (A) any
merger, combination, tender offer, share exchange, sale of
shares of capital stock or similar business combination
transactions involving Superior or its subsidiaries, or the
acquisition, directly or indirectly, of a material interest in
any voting securities of Superior or any of the Superior
subsidiaries or (B) any sale or other disposition, directly or
indirectly, of 5% or more of the assets of Superior and the
Superior subsidiaries, taken as a whole (any of the
transactions being referred to herein as a "Superior
Acquisition Transaction");
o negotiate or otherwise engage in discussions with any person
(other than Parker, Saints or their directors, officers,
employees, agents and representatives) with respect to any
Superior Acquisition Transaction;
o enter into any agreement, arrangement or understanding
requiring it to terminate or fail to consummate the merger or
any other transactions contemplated by the merger agreement;
or
o agree to endorse or endorse any Superior Acquisition
Transaction.
Notwithstanding the above, nothing in the merger agreement prevents
the members of the Board of Directors of Superior from:
o furnishing information pursuant to a confidentiality agreement
to or entering into discussions or negotiations with any
person or group that makes an unsolicited bona fide written
proposal for a Superior Acquisition Transaction (an
"Alternative Proposal"), if, and only to the extent that,
(A) the Board of Directors of Superior, based on the
written opinion of outside counsel, determines in
good faith that such action is required for the Board
of Directors of Superior to comply with its fiduciary
duties to stockholders imposed by law,
(B) such Alternative Proposal is not conditioned on the
receipt of financing, the Board of Directors of
Superior has reasonably concluded in good faith that
the person or group making such Alternative Proposal
will have adequate sources of financing to consummate
such Alternative Proposal and that such Alternative
Proposal is more favorable to the stockholders of
Superior than the merger, and the Board of Directors
of Superior has received a written opinion from a
nationally-recognized investment banking firm to the
effect that the consideration to be received by
stockholders of Superior in connection with such
Alternative Proposal is better, from a financial
point of view, to the consideration to be received by
them in the merger,
(C) prior to furnishing such information to, or entering
into discussions or negotiations with, such person or
entity, Superior provides written notice to Parker to
the effect that it is furnishing information to, or
entering into negotiations with, such person or
group, and
(D) Superior keeps Parker informed of the status and all
material information with respect to any such
discussions or negotiations; and
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<PAGE> 52
o to the extent applicable, complying with Rule 14e-2
promulgated under the Exchange Act with regard to an
Alternative Proposal.
CERTAIN POST-MERGER MATTERS
Once the merger is consummated, Saints will cease to exist as a
corporation, and Superior, as the surviving corporation, will succeed to all of
the assets, rights and obligations of Saints.
Pursuant to the merger agreement, the certificate of incorporation
and the bylaws of Saints, as in effect immediately prior to the Effective Time,
will be the certificate of incorporation and bylaws of the surviving corporation
until amended as provided therein and pursuant to the DGCL.
TERMINATION OR AMENDMENT OF THE MERGER AGREEMENT
The merger agreement may be terminated and the merger may be abandoned
at any time prior to the Effective Time, whether prior to or after approval by
the stockholders of Parker and/or Superior:
o by mutual consent of Parker and Superior;
o by either Parker or Superior if the merger has not been
effected on or before May 31, 1999; provided, however, that
the right to terminate the merger agreement shall not be
available to a party whose failure to fulfill any obligation
under the merger agreement has been the cause of or resulted
in the failure of the merger to occur on or before such date;
provided, further, that the merger agreement may be extended
by written notice of either Parker or Superior to a date not
later than August 31, 1999, if the merger shall not have been
consummated as a result of Parker or Superior having failed by
May 31, 1999 to receive all required permits and orders with
respect to the merger or as a result of entering of an order
by a court or governmental authority;
o by either Parker or Superior upon a final, nonappealable order
of a judicial or administrative authority of competent
jurisdiction to restrain, enjoin or otherwise prevent a
consummation of the merger;
o by either Parker or Superior if the stockholders of Superior
fail to approve the merger agreement at the Superior Special
Meeting;
o by either Parker or Superior if the stockholders of Parker
fail to approve the charter amendment or the share issuance at
the Parker Annual Meeting;
o by Parker if there has been a material breach of any
representation or warranty or covenant set forth in the merger
agreement by Superior, such that the closing conditions set
forth in the merger agreement would not be satisfied, which
breach has not been cured within 30 days following receipt by
Superior of notice of such breach;
o by Superior if there has been a material breach of any
representation or warranty or covenant set forth in the merger
agreement by Parker, such that the closing conditions set
forth in the merger agreement would not be satisfied, which
breach has not been cured within 30 days following receipt by
Parker of notice of such breach;
o by Parker if (i) the Board of Directors of Superior withdraws,
modifies or changes its recommendation of the merger agreement
or the merger or shall have resolved to do any of the
foregoing or the Board of Directors of Superior shall have
recommended to the stockholders of Superior any Alternative
Proposal or resolved to do so; (ii) a tender offer or exchange
offer for 30 percent or more of the outstanding shares of
Superior Common Stock is commenced and the Board of Directors
of Superior, within ten business days after such tender offer
or exchange offer is so commenced, either fails to recommend
against acceptance of such tender or exchange offer by its
stockholders or takes no position with respect to the
acceptance of such tender or exchange offer by its
stockholders; or (iii) any person shall have acquired
beneficial ownership or the right to acquire beneficial
ownership of, or any "group" (as such term is defined under
Section 13(d) of the Exchange Act and the regulations
promulgated thereunder), shall have been formed which
beneficially owns, or has the right to acquire beneficial
ownership of, 30 percent or more of the then outstanding
shares of Superior Common Stock; or
o by Superior, if Superior accepts an Alternative Proposal and
pays to Parker $7 million.
Subject to limited exceptions, including the survival of the agreement
of Superior to pay a termination fee to Parker under certain circumstances, as
discussed below, in the event of the termination of the merger agreement, the
merger agreement shall become void, there shall be no liability on the part of
Parker, Saints or Superior to the other and all rights and obligations of the
parties thereto shall cease, except that no party will be relieved from its
obligations with respect to any intentional misrepresentation or breach of any
covenants or agreements under the merger agreement.
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<PAGE> 53
The merger agreement may be amended by the parties thereto by action
taken by or on behalf of their respective Boards of Directors at any time prior
to the Effective Time; provided, however, that, after approval of the merger by
the stockholders of Superior, the merger agreement may only be amended as
permitted by provisions of the DGCL.
EXPENSES AND TERMINATION FEE
All costs and expenses incurred in the proposed transaction shall be
paid by the parties incurring such expense, except that expenses incurred in
connection with printing and mailing the Registration Statement and the Joint
Proxy Statement/Prospectus shall be shared equally by Parker and Superior.
The merger agreement provides that should Superior withdraw or modify
in any adverse manner its Board's approval or recommendation of the merger
agreement and the merger, approve or recommend any Alternative Proposal or
resolve to take any such action, and should Parker exercise its right to
terminate the merger agreement as a result, then Superior shall pay to Parker a
termination fee of $7 million.
If the merger agreement is terminated by Parker upon a change in the
recommendation of the Superior Board of Directors, upon the failure of the
Superior Board to recommend against the acceptance of a tender offer or
exchange offer, or upon the acquisition by any person of more than 30 percent
of the outstanding shares of Superior Common Stock, then Superior shall pay to
Parker a termination fee equal to $7 million.
If the merger agreement is terminated by Parker or Superior because of
the failure to obtain the necessary Superior stockholder approval, or by Parker
if Superior shall have materially breached a representation or warranty, and
within 12 months of any such termination, Superior or any of the Superior
subsidiaries accepts a written offer or enters into a written agreement with
another person to consummate or enter into a business combination transaction
with such person or any of its affiliates and Superior or such Superior
subsidiary is acquired, through merger, consolidation, share exchange, sale of
assets or otherwise, by such person or any of its affiliates, then Superior
shall at the closing (and as a condition of such closing) pay to Parker a
termination fee of $7 million.
INDEMNIFICATION
The merger agreement provides that after the Effective Time, Parker
and Saints shall, to the extent provided in the certificate of incorporation or
bylaws of Superior immediately prior to the Effective Time, indemnify, defend
and hold harmless each person who was, at or prior to October 28, 1998, or who
becomes prior to the Effective Time, an officer, director or employee of
Superior or its subsidiaries against losses, claims, damages, costs, expenses,
liabilities or judgments or amounts that are paid in settlement with the
approval of the indemnifying party (which approval shall not be unreasonably
withheld) of or in connection with a claim, action, suit, proceeding or
investigation based in whole or in part on or arising in whole or in part out
of the fact that such person is or was a director, officer or employee of
Superior or any of the Superior subsidiaries, whether pertaining to any matter
existing or occurring at or prior to the Effective Time and whether reasserted
or claimed prior to, or at or after, the Effective Time.
The merger agreement also provides that, for a period of four years
after the Effective Time, Parker will, subject to certain limitations, cause to
be maintained in effect Superior's current directors' and officers' liability
insurance policy for the benefit of those persons who are currently covered by
such policy on terms no less favorable than the terms of such current insurance
coverage. Parker is not required to expend in any year an amount in excess of
150% of the annual aggregate premiums currently paid by Superior for such
insurance.
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<PAGE> 54
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information combines the
historical consolidated balance sheets and statement of operations of Parker
for the fiscal year ended August 31, 1998 and Superior for the nine months
ended September 30, 1998, after giving effect to the merger, assuming the
merger had been effective for all periods presented. This information should
be read in conjunction with the historical financial statements. These
statements were prepared using the purchase method of accounting for business
combinations and are based on the assumptions set forth in the notes hereto.
The following information is not necessarily indicative of the financial
position or operating results that would have occurred had the merger been
consummated on the dates as of which, or at the beginning of the periods for
which, the merger is being given effect, nor is it necessarily indicative of
future operating results or financial position.
UNAUDITED PRO FORMA
BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF
--------------------------
AUGUST 31, SEPTEMBER 30,
1998 1998
---------- -------------
PARKER SUPERIOR ADJUSTMENTS PRO FORMA
---------- ------------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............... $ 45,254 $ 2,847 $ -- $ 48,101
Other short-term investments ............ 9,999 -- -- 9,999
Accounts and notes receivable ........... 113,050 23,151 -- 136,201
Rig materials and supplies .............. 22,596 3,998 -- 26,594
Other current assets .................... 13,993 3,182 -- 17,175
---------- ---------- ---------- ----------
Total current assets ............... 204,892 33,178 -- 238,070
---------- ---------- ---------- ----------
Property, plant and equipment ............... 1,160,165 79,586 (626)(a) 1,239,125
Less accumulated depreciation
and amortization .................. 432,325 7,551 (7,551)(a) 432,325
---------- ---------- ---------- ----------
Property, plant and equipment net ....... 727,840 72,035 6,925 806,800
---------- ---------- ---------- ----------
Goodwill .................................... 216,973 36,311 4,544(a) 264,828
7,000(b)
Other noncurrent assets ..................... 50,839 952 -- 51,791
---------- ---------- ---------- ----------
Total assets ............................ $1,200,544 $ 142,476 $ 18,469 $1,361,489
========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ....... $ 21,469 $ -- $ -- $ 21,469
Accounts payable ........................ 48,943 7,016 -- 55,959
Accrued liabilities ..................... 41,766 4,446 7,000(b) 53,212
Accrued income taxes .................... 6,032 -- -- 6,032
---------- ---------- ---------- ----------
Total current liabilities .......... 118,210 11,462 7,000 136,672
---------- ---------- ---------- ----------
Long-term debt .............................. 630,090 26,769 -- 656,859
Deferred income taxes ....................... 47,400 7,835 2,606(a) 57,841
Other long-term liabilities ................. 26,882 -- -- 26,882
Stockholders' equity:
Preferred stock ......................... -- -- -- --
Common stock ............................ 12,794 29 (29)(a) 17,473
4,679(a)
Capital in excess of par value .......... 341,099 78,767 (78,767)(a) 441,693
100,594(a)
Retained earnings ....................... 24,069 19,765 (19,765)(a) 24,069
Other ................................... -- (2,151) 2,151(a) --
---------- ---------- ---------- ----------
Total stockholders' equity ......... 377,962 96,410 8,863 483,235
---------- ---------- ---------- ----------
Total liabilities and
stockholders' equity ........... $1,200,544 $ 142,476 $ 18,469 $1,361,489
========== ========== ========== ==========
</TABLE>
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<PAGE> 55
UNAUDITED PRO FORMA
STATEMENT OF OPERATIONS
(in thousands except earnings per share)
<TABLE>
<CAPTION>
FOR TWELVE MONTHS ENDED
------------------------------------------
AUGUST 31, SEPTEMBER 30,
1998 1998
-------------------------- ------------
PARKER(1) HERCULES(2) SUPERIOR(3) ADJUSTMENTS PRO FORMA
--------- ---------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues:
Drilling contracts ..................... $ 446,565 $ 25,486 $ -- $ (82)(h) 471,969
Rental tools ........................... 32,723 -- 54,556 -- 87,279
Well services .......................... -- -- 30,151 -- 30,151
Other .................................. 1,935 -- 5,426 -- 7,361
--------- --------- --------- --------- ---------
481,223 25,486 90,133 (82) 596,760
--------- --------- --------- --------- ---------
Operating expenses:
Drilling contracts ..................... 295,602 13,746 -- 2,880(e) 312,224
(4)(h)
Rental tools ........................... 13,749 -- 19,313 13,914(e) 46,976
Well services ........................... -- -- 19,324 5,064(e) 24,388
Other .................................. 2,365 -- 2,168 2,124(e) 6,657
Depreciation and amortization .......... 68,574 2,386 6,819 938(c) 80,554
1,851(d)
(14)(h)
General and administrative ............. 17,273 9,513 21,102 (30,615)(e,i) 17,273
--------- --------- --------- --------- ---------
Total operating expenses .......... 397,563 25,645 68,726 (3,862) 488,072
--------- --------- --------- --------- ---------
Operating income ........................... 83,660 (159) 21,407 3,780 108,688
--------- --------- --------- --------- ---------
Other income (expense):
Interest expense ........................ (49,389) (1,040) (1,258) 1,040(f) (50,647)
Interest income ........................ 5,732 -- -- -- 5,732
Other .................................. 4,524 -- 1,176 -- 5,700
--------- --------- --------- --------- ---------
Total other income (expense) ...... (39,133) (1,040) (82) 1,040 (39,215)
--------- --------- --------- --------- ---------
Income (loss) before income taxes ........... 44,527 (1,199) 21,325 4,820 69,473
--------- --------- --------- --------- ---------
Income tax expense (benefit) ................ 16,435 (1,051) 8,076 5,525(g) 25,010
1,051(g)
(5,026)(j)
--------- --------- --------- --------- ---------
Net income (loss) ........................... $ 28,092 $ (148) $ 13,249 $ 3,270 $ 44,463
========= ========= ========= ========= =========
Earnings per share:
Basic .................................. $ 0.37 $ 0.42
========= =========
Diluted ................................ $ 0.36 $ 0.42
========= =========
Weighted average shares
outstanding:
Basic .................................. 76,658 104,731
======== =========
Diluted ................................ 77,789 105,862
======== =========
</TABLE>
- ----------
(1) Includes the operations of Hercules from December 31, 1997 through August
31, 1998.
(2) Includes the results of operations of Hercules for the period September 1,
1997 through December 30, 1997.
(3) Includes the results of operations of Superior for the period October 1,
1997 through September 30, 1998.
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<PAGE> 56
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(a) To record the issuance of 0.975 of a share of Parker Common Stock for
each outstanding share of Superior Common Stock, record Superior
assets at fair market value, remove Superior historical accumulated
depreciation and record goodwill. As of November 11, 1998, Superior
had common stock outstanding in the amount of 28,792,523 shares.
Based on the conversion ratio of 0.975, 28,072,710 shares of Parker
common stock will be exchanged for all outstanding Superior shares.
Total value of the stock exchanged, derived using a Parker per share
price of $3.75, approximates $105.3 million. The purchase price plus
assumed liabilities has been allocated to Superior as follows:
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . . . $ 2,847
Accounts and notes receivable . . . . . . . . . . . . . . . 23,151
Supplies and other current assets . . . . . . . . . . . . . 7,180
Property, plant and equipment . . . . . . . . . . . . . . . 78,960
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . 40,855
Other assets . . . . . . . . . . . . . . . . . . . . . . . 952
Liabilities assumed:
Accounts payable and accrued liabilities . . . . . . . . . (11,462)
Long-term debt . . . . . . . . . . . . . . . . . . . . . . (26,769)
Deferred income taxes . . . . . . . . . . . . . . . . . . . (10,441)
---------------
Total Transaction Value . . . . . . . . . . . . . . . . . . $ 105,273
===============
</TABLE>
(b) To record the transaction costs related to the Superior acquisition.
(c) To adjust depreciation expense on Superior assets acquired using
allocated purchase price. Depreciation was calculated using a
ten-year life for rental and plug and abandonment equipment. Goodwill
is amortized over a 30-year life.
(d) To adjust depreciation expense on Hercules assets acquired using
allocated purchase price. Depreciation was calculated using a 15-year
life for jackup and platform rigs. Goodwill is amortized over a
30-year life.
(e) Reclassify the general and administrative expense of Superior to
rental, plug and abandonment and other expense and of Hercules to
drilling expense.
(f) Eliminate interest expense on Hercules debt not assumed.
(g) Eliminate current U.S. federal income taxes recorded by Hercules due
to Parker's net operating loss carry forwards and to record deferred
income tax expense.
(h) Eliminate operating results related to Rig 1 which was sold by
Hercules in October, 1997.
(i) To adjust the Hercules operating results for non-recurring expenses
associated with the Hercules acquisition, consisting primarily of
bonuses paid to certain Hercules employees and costs associated with
retiring Hercules' long term debt.
(j) Eliminate current U.S. federal income taxes recorded by Superior due
to Parker's net operating loss carryforwards and record deferred
income tax expense and state income tax expense.
Contingent Payments:
During 1997 and 1998, Superior acquired various companies for cash and
stock. Included as part of the various purchase agreements were additional cash
payments that may be required based on the acquired companies earnings before
interest, taxes, depreciation and amortization. These additional payments, if
any, as specified in the various purchase agreements will not, in total, exceed
$70 million. If the acquired companies meet their maximum multiple of earnings
before interest, taxes, and depreciation and amortization, pro forma goodwill
amortization expense would increase by approximately $2.4 million. Due to the
uncertainty and the difficulty of estimating these potential payments, they have
not been reflected in the pro forma statements.
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<PAGE> 57
DESCRIPTION OF PARKER CAPITAL STOCK
GENERAL
The following description of provisions of the certificate of
incorporation and bylaws of Parker is general and does not purport to be
complete. It is qualified in its entirety by the actual terms of such
documents, which are incorporated by reference.
PARKER COMMON STOCK
Parker is authorized to issue 120,000,000 shares (170,000,000 shares
assuming stockholder approval of the charter amendment) of Parker Common Stock,
par value $0.16 2/3. As of September 30, 1998, there were 76,783,045 shares
of Parker Common Stock issued and outstanding and approximately 3,600 holders
of record of Parker Common Stock. The holders of Parker Common Stock are
entitled to one vote for each share on all matters submitted to a vote of
stockholders. The holders of Parker Common Stock do not have cumulative voting
rights in the election of directors. Subject to the rights of the holders of
Parker Preferred Stock (as defined below), the holders of Parker Common Stock
are entitled to receive ratably such dividends, if any, as may be declared by
the Board of Directors of Parker out of legally available funds. In the event
of liquidation, dissolution or winding up of Parker, the holders of Parker
Common Stock are entitled to share ratably in all assets of Parker remaining
after the full amounts, if any, to which the holders of outstanding Parker
Preferred Stock are entitled. The holders of Parker Common Stock have no
preemptive, subscription, redemptive or conversion rights. The outstanding
shares are fully paid and nonassessable. The rights, preferences and
privileges of holders of Parker Common Stock are subject to those of holders of
Parker Preferred Stock.
RIGHTS TO PURCHASE PREFERRED STOCK
On July 14, 1998, the Board of Directors of Parker declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
Parker Common Stock held of record on July 15, 1998 and approved the further
issuance of Rights with respect to all shares of Parker Common Stock that are
subsequently issued. The Rights were issued pursuant to a Rights Agreement
dated as of July 14, 1998, as amended, between Parker and Norwest Bank
Minnesota, N.A., as Rights Agent (the "Rights Agreement"). Each Right now
entitles the registered holder to purchase from Parker one-thousandth of a share
of Junior Participating Preferred Stock at a price of $30 per one-thousandth of
a share (the "Purchase Price"), subject to adjustment. Until the occurrence of
certain events described below, the Rights are not exercisable, will be
evidenced by the certificates for Parker Common Stock and will not be
transferable apart from the Parker Common Stock.
Detachment of Rights; Exercise. The Rights are currently attached to
all certificates representing outstanding shares of Parker Common Stock and no
separate Right Certificates have been distributed. The Rights will separate
from the Parker Common Stock and a distribution date ("Distribution Date") will
occur upon the earlier of (i) ten business days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the outstanding
Voting Shares (as defined in the Rights Agreement) of Parker except Equitable
Companies/Alliance Capital and its affiliates and successors (the "Grandfathered
Stockholders") to the extent that such Grandfathered Stockholder's ownership
does not exceed 20% or their investment intent changes as indicated in a
subsequently filed Schedule 13D, or (ii) ten business days following the
commencement or announcement of an intention to commence a tender offer or
exchange offer, the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding Voting Shares.
The Rights are not exercisable until the Distribution Date. As soon
as practicable following the Distribution Date, separate certificates
evidencing the Rights (the "Right Certificates") will be mailed to holders of
record of Parker Common Stock as of the close of business on the Distribution
Date and such separate Right Certificates alone will thereafter evidence the
Rights.
If a person or group were to acquire 15% or more of the Voting Shares
of Parker, each Right then outstanding (other than Rights beneficially owned by
the Acquiring Person which would become null and void) would become a right to
buy that number of shares of Parker Common Stock (or under certain
circumstances, the equivalent number of one- thousandths of a share of Parker
Junior Participating Preferred Stock) that at the time of such acquisition
would have a market value of two times the Purchase Price of the Right.
If Parker were acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power were
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price of the Right.
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Antidilution and Other Adjustments. The number of shares (or
fractions thereof) of Parker Junior Participating Preferred Stock or other
securities or property issuable upon exercise of the Rights, and the Purchase
Price payable, are subject to customary adjustments from time to time to
prevent dilution. The number of outstanding Rights and the number of shares
(or fractions thereof) of Parker Junior Participating Preferred Stock issuable
upon exercise of each Right are also subject to adjustment in the event of a
stock split of the Parker Common Stock or a stock dividend on the Parker Common
Stock payable in Parker Common Stock or subdivisions, consolidations or
combinations of the Parker Common Stock occurring, in any such case, prior to
the Distribution Date.
Exchange Option. At any time after the acquisition by a person or
group of affiliated or associated persons of beneficial ownership of 15% or
more of the outstanding Voting Shares of Parker and before the acquisition by a
person or group of 50% or more of the outstanding Voting Shares of Parker, the
Parker Board of Directors may, at its option, issue Parker Common Stock in
mandatory redemption of, and in exchange for, all or part of the then
outstanding and exercisable Rights (other than Rights owned by such person or
group which would become null and void) at an exchange ratio of one share of
Parker Common Stock (or one-thousandth of a share of Parker Junior
Participating Preferred Stock) for each Right subject to adjustment.
Redemption of Rights. At any time prior to the first public
announcement that a person or group has become the beneficial owner of 15% or
more of the outstanding Voting Shares, the Parker Board of Directors may redeem
all but not less than all the then outstanding Rights at a price of $0.01 per
Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Parker
Board of Directors in its sole discretion may establish. Immediately upon the
action of the Parker Board of Directors ordering redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
Expiration; Amendment of Rights. The Rights will expire on June 30,
2008, unless earlier redeemed or exchanged. The terms of the Rights may be
amended by the Parker Board of Directors without the consent of the holders of
the Rights, including an amendment to extend the expiration date of the Rights,
and, provided a Distribution Date has not occurred, to extend the period during
which the Rights may be redeemed, except that after the first public
announcement that a person or group has become the beneficial owner of 15% or
more of the outstanding Voting Shares, no such amendment may materially and
adversely affect the interests of the holders of the Rights.
The Rights have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire Parker
without the approval of the Parker Board of Directors. The Rights should not,
however, interfere with any merger or other business combination that is
approved by the Parker Board of Directors.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference and is available free of charge from
Parker.
PARKER PREFERRED STOCK
Parker's charter authorizes the Board of Directors, without further
stockholder action, to issue up to 1,942,000 shares of preferred stock
("Preferred Stock") from time to time in one or more series and with the
designations, voting powers, dividend rates, conversion rights, redemption
rights, liquidation price and other rights, limitations and restrictions as the
Board may deem appropriate. As of the date of this Prospectus, no shares of
Preferred Stock are outstanding or designated. The effects of the
authorization and issuance of a new series of Preferred Stock will be dependent
upon the provision adopted by the Board of Directors but could include:
o restrictions on dividends on Parker Common Stock if dividends
on such new series of Preferred Stock have not been paid;
o dilution of the voting power of Parker Common Stock to the
extent that such new series of Preferred Stock has voting
rights or to the extent that any such new series of Preferred
Stock is convertible into Parker Common Stock;
o dilution of the equity interest of Parker Common Stock; and
o limitation on the right of holders of Parker Common Stock to
share in Parker's assets upon liquidation until satisfaction
of any liquidation preference attributable to such new series
of Preferred Stock.
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While the ability of Parker to issue Preferred Stock provides
flexibility in connection with possible acquisitions and other corporate
purposes, its issuance could be used to impede an attempt by a third party to
acquire a majority of the outstanding voting stock of Parker.
CERTAIN PROVISIONS OF PARKER CHARTER AND BYLAWS
The Parker charter contains provisions that, in accordance with the
DGCL, limit the liability of directors of Parker for breach of fiduciary duty
by directors acting in such capacity. Pursuant to these provisions, directors
of Parker may be liable for breach of fiduciary duty only (a) under Section 174
of the DGCL (relating to the payment of unlawful dividends and unlawful
purchases of stock of the corporation) or (b) if, in addition to any and all
other requirements for such liability, any such director (i) shall have
breached the duty of loyalty to Parker, (ii) in acting or failing to act, shall
not have acted in good faith or shall have acted in a manner involving
intentional misconduct or a knowing violation of law or (iii) shall have
derived an improper personal benefit.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Parker Common Stock is
Norwest Bank Minnesota, N.A.
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<PAGE> 60
COMPARATIVE RIGHTS OF PARKER AND SUPERIOR STOCKHOLDERS
Upon consummation of the merger, the stockholders of Superior will
become stockholders of Parker. The rights of the stockholders of both Parker
and Superior are governed by and subject to the provisions of the DGCL. The
rights of current Superior stockholders following the merger will be governed
by the Parker charter and bylaws rather than the provisions of the Superior
charter and bylaws. The following is a brief summary of certain differences
between the rights of Parker stockholders and the rights of Superior
stockholders, and is qualified in its entirety by reference to the relevant
provisions of the DGCL, the Parker charter and bylaws and the Superior charter
and bylaws.
VOTING RIGHTS
Neither Parker's nor Superior's charter provides for cumulative voting
rights for the election of directors or otherwise.
POWER TO CALL SPECIAL MEETINGS
The Parker bylaws provide that a special meeting of the stockholders
shall be called whenever stockholders owning 75% of the shares of the
corporation entitled to vote make application therefor in writing. By
contrast, Superior's bylaws provide that a special meeting of the stockholders
may be called by stockholders owning at least 10% of the capital stock of the
corporation.
STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
Neither the Parker charter or bylaws nor the Superior charter or
bylaws contain any provisions that would require greater than a majority of
stockholders to approve mergers, consolidations, sales of a substantial amount
of assets or other similar transactions involving Parker or Superior,
respectively. The DGCL generally would require that such a transaction be
submitted to the affected stockholders at an annual or special meeting and that
a majority of the outstanding stock of the affected entity vote in favor of
such a transaction.
ACTION BY WRITTEN CONSENT
Neither the charter or bylaws of Parker nor the charter or bylaws of
Superior contain any provisions permitting stockholders to act without a
meeting.
AMENDMENTS OF CHARTER OR BYLAWS
The Parker and the Superior bylaws may be amended either by their
respective Boards of Directors or by the holders of a majority of the
outstanding shares of their respective capital stock present and entitled to
vote at a meeting. The Parker and Superior charters may be amended upon a
resolution of their respective Boards of Directors and the approval of the
holders of a majority of the outstanding shares of their respective capital
stock entitled to vote at a meeting.
POSSIBLE ANTI-TAKEOVER PROVISIONS
In addition to the Preferred Stock provisions and the power to call
special meetings, both discussed previously, Parker's charter contains certain
provisions that might be characterized as anti-takeover provisions. Such
provisions may render it more difficult for a third party to acquire control of
Parker and remove Parker's management. Parker's bylaws provide for the Board
of Directors to be divided into three classes of directors serving staggered
three-year terms, with each class as nearly equal in number as possible. Any
stockholder wishing to submit a nomination to the Board of Directors must
follow certain procedures outlined in Parker's bylaws. By contrast, Superior
does not have a classified, staggered board, and all of Superior's directors are
elected annually. Moreover, no special procedures are required to be followed by
Superior stockholders wishing to nominate a director.
Certain outstanding contracts binding on Parker with respect to certain
employees also may render it more difficult for a third party to remove
management or attempt to acquire control of Parker.
Parker has adopted a Rights Agreement as discussed in the "Description
of Parker Capital Stock -- Rights to Purchase Preferred Stock" on page 48, but
Superior has not adopted a similar agreement.
Section 203 of the DGCL prevents an "interested stockholder" (defined
as a stockholder owning 15 percent or more of a corporation's voting stock)
from engaging in a business combination with such corporation for a period of
three years from the
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time such stockholder became an interested stockholder unless (a) the
corporation's board of directors had earlier approved either the business
combination or the transaction by which the stockholder became an interested
stockholder, or (b) upon attaining that status, the interested stockholder had
acquired at least 85 percent of the corporation's voting stock (not counting
shares owned by persons who are directors and also officers), or (c) the
business combination is later approved by the board of directors and authorized
by a vote of two-thirds of the stockholders (not including the shares held by
the interested stockholder). Since Parker has not amended its Restated
Certificate of Incorporation or bylaws to exclude the application of Section
203, such section does apply to Parker and thus may inhibit an interested
stockholder's ability to engage in a business combination with Parker.
Superior, likewise, has not opted out of the application of Section 203.
REMOVAL OF DIRECTORS
Parker's bylaws provide that stockholders representing a majority of
the shares outstanding and entitled to vote may remove any director at any duly
called special meeting of the stockholders (which, as stated above, requires the
written application of 75% of the stockholders). Superior's bylaws state that a
director maybe removed, with or without cause, by holders of a majority of the
shares then entitled to vote at an election of directors and such action may be
taken at any annual or special meeting (which, as stated above, requires a
request by only 10% of the stockholders).
LIMITATION OF LIABILITY AND INDEMNIFICATION
The personal liability of the directors of both Superior and Parker is
eliminated to the fullest extent permitted by law and both companies are
required to provide indemnification to its directors.
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<PAGE> 62
THE PARKER ANNUAL MEETING -- ADDITIONAL MATTERS
ELECTION OF PARKER DIRECTORS
In accordance with the charter and bylaws of Parker, the Board is
presently composed of eight directors, divided into three classes. 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 election and qualification of their successors. The
Class I and Class II Directors serve until the Annual Meeting of Stockholders
for 1999 and 2000, respectively, or until their successors are elected and
qualified. Each current director was elected by the stockholders, except Mr.
Barnes who was elected by the Board in March 1998 as a Class II Director and
will stand for election in 2000.
The two directors comprising Class III have been nominated for
election at the meeting for the term expiring at the 2001 Annual Meeting of
Stockholders and the 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. Each are currently directors, Mr. Parker Sr. and Mr.
Parker Jr. having previously been elected by the stockholders. Each of the
nominees have advised Parker of their willingness to serve if elected.
In the event that any vacancy occurs 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 only be voted 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 Parker, his positions and offices with Parker, other
directorships and certain other biographical information.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
ROBERT L. PARKER Mr. Parker, Chairman of the Board, served as
President of Parker from 1954 until October
Age 75 1977 when he was elected Chief Executive
Director Since 1969 Officer. Since December 1969 he has retained
the position of Chairman. He also serves on
the Board of Directors of Clayton Williams
Energy, Inc., a company engaged in
exploration and production of oil and
natural gas; BOK Financial Corporation, a
bank holding company organized under the
laws of the State of Oklahoma; and Norwest
Bank Texas, Kerrville, N.A., a diversified
financial services organization. He is the
father of Robert L. Parker Jr.
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ROBERT L. PARKER JR. Mr. Parker Jr., President and Chief
Executive Officer, joined Parker in 1973 and
Age 50 was elected President and Chief Operating
Director Since 1973 Officer in 1977 and Chief Executive Officer
in December 1991. He previously was elected
as 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. He is
the son of Robert L Parker.
CONTINUING DIRECTORS (CLASS I -- WITH TERM OF OFFICE
EXPIRING AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS
DAVID L. FIST Mr. Fist is a member of the law firm of
Rosenstein, Fist & Ringold, Tulsa, Oklahoma,
Age 67 having been associated with the firm since
Director Since 1986 1955. He serves as a Director of Peoples
State Bank and Alliance Business Investment
Company, a federally licensed small business
investment company.
JAMES W. LINN Mr. Linn is Executive Vice President and
Chief Operating Officer of Parker and has
Age 52 general charge of Parker's business affairs
Director Since 1991 and its officers. He joined Parker in 1973
in Parker's international department. He
then served in Parker's domestic operations,
being named Northern U.S. District Manager
in 1976. He was named a Senior Vice
President in September 1981 and was elected
to his present position in December 1991. He
is also a Director of Sarkeys Energy Center,
University of Oklahoma.
R. RUDOLPH REINFRANK Since January 1, 1997, Mr. Reinfrank has
been Managing General Partner of Radar
Age 43 Reinfrank & Co., LLC Beverly Hills,
Director Since 1993 California. From May 1993 through December
1996, Mr. Reinfrank was a Managing Director
of the Davis Companies. From January 1, 1988
through June 30, 1993, Mr. Reinfrank was
Executive Vice President of Shamrock
Holdings, Inc.
CONTINUING DIRECTORS (CLASS II) -- WITH TERM OF OFFICE
EXPIRING AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS
EARNEST F. GLOYNA Dr. Gloyna is presently a chaired professor
in Environmental Engineering at The
Age 77 University of Texas at Austin. He served as
Director Since 1978 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, and on the Science and
Technology Advisory Board of International
Isotopes, Inc.
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BERNARD DUROC-DANNER Mr. Duroc-Danner is Chairman, President and
Chief Executive Officer of Weatherford
Age 45 International, Inc., having held said
Director Since 1996 position since May 1998. For the previous
five years, he held the positions of
President, Chief Executive Officer and
Director of EVI, Inc., which acquired
Weatherford Enterra, Inc. in 1998 and
subsequently changed its name to Weatherford
International, Inc. Weatherford is an
international manufacturer and supplier of
oil field equipment.
JAMES E. BARNES Mr. Barnes previously served as Chairman,
President and Chief Executive Officer of
Age 64 MAPCO Inc., a diverse Fortune 500 energy
Director Since 1998 company, which merged earlier this year with
The Williams Companies. Mr. Barnes also
serves on the Boards of Kansas City Southern
Industries, Inc., BOK Financial Corp., and
SBC Communications Inc.
CORPORATE GOVERNANCE
MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD
The full Board of Directors met seven times during fiscal year 1998
and one time during the period September 1, 1998 through November 30, 1998.
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, except
for Mr. Duroc-Danner who was unable to attend the October 1998 Board meeting.
The audit committee was comprised of Dr. Gloyna and Mr. Fist. The
audit committee met one time in fiscal 1998 and one time in October 1998 for
the purpose of reviewing and discussing with the independent auditors the scope
and results of their audit, meeting with the internal audit manager to discuss
future audit policy, reviewing the internal and external audit policies, and
inquiring into financial, legal and other relevant matters.
The compensation committee was comprised of Messrs. Fist and
Reinfrank. The compensation committee convened two times in fiscal 1998 and
one time in November 1998 for the purpose of reviewing executive and overall
employee compensation and management recommendations for employee participation
in Parker's equity compensation plans and discussing future compensation
policies.
Parker compensated all directors at a rate of $2,000 for board
meetings during fiscal year 1998 and awarded each of the directors $500 as a
holiday bonus. In addition, committee members received $1,000 for each meeting.
Directors who are not full-time employees of Parker receive an annual retainer
of $7,000 per year. Compensation for employee directors is included in the
salary column of the Summary Compensation Table herein. On January 2, 1998,
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 Parker Common Stock on such date.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee of the Board of Directors is comprised of
two outside directors, Mr. David Fist and Mr. R. Rudolph Reinfrank. The
Committee formally convened three times during the period September 1, 1997,
through November 30, 1998 in addition to contacts by telephone and
correspondence to discuss and share information necessary to establish, review
and recommend the compensation policies and programs for officers and key
employees.
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COMPENSATION GUIDELINES
The committee has established guidelines to attract, motivate and
retain a talented executive team with the necessary skills and expertise to
lead an international drilling service company, whose performance is essential
to meet the business goals of efficient management and to maximize the value of
the stockholders' investments. The guidelines are:
(1) Provide competitive cash compensation commensurate with individual
contributions, level of responsibility and results in adapting to current
market conditions and improving stockholder value;
(2) Reward executive officers and key employees for exceptional
performance with regard to the business performance of Parker; and
(3) Utilize incentive stock options to motivate executive officers and
other key employees toward effective management of Parker's operations that
produces long-term profitability.
One of the principal factors used by the committee in making
recommendations on compensation is an analysis of how Parker compensates its
executive officers and key employees in comparison with its peers. Due to the
acquisitions over the last two years, the companies which are most similar to
Parker's drilling operations in terms of equipment, areas, types of operations
and customer base now consist of: Nabors Industries, Rowan Companies, Noble
Drilling Corp., Helmerich & Payne, Pool Energy Services, Pride International
and R&B Falcon. The committee compared the peer companies on the basis of
"fixed annual pay", variable pay such as bonuses and stock options and total
direct compensation of the top five executive officers individually and as a
group. The committee also compared Parker's financial performance and
cumulative stockholder returns to those of the peer companies, as well as to
the indices on Parker's performance graph.
Although base salary compensation is not directly tied to specific
formulas and some subjectivity is involved, Parker takes into consideration
performance based on the level of responsibility. Each executive officer's and
key employee's performance is reviewed by his or her immediate supervisor based
on initiative, business judgment, technical expertise and management skills.
More specifically, the ability to execute Parker's plans and react to
unanticipated change in events is considered. In addition, the committee
considered the recent downturn in business and projected level of activity and
cash needs for the coming year. Based on the foregoing, the committee agreed
with management's recommendation to freeze salaries of the executive officers
and key employees for the coming fiscal year.
The second aspect of compensation considered by the committee is short
term incentive compensation in the form of bonuses. This year Parker adopted
an incentive bonus plan that rewards the performance of management and certain
operations personnel based on actual financial and operating performance as
compared to budget. The bonus calculation is weighted based on several
performance measures, including cash flow, net income, return on capital
employed and reductions in working capital. Because certain factors which
affect the performance of Parker, such as the price of oil, level of
exploration and development activity and worldwide economic conditions, are
beyond the control of management and operations' personnel, there is also a
subjective element involved in the process of determining bonuses recommended
by management. Due to the decline in exploration and drilling activity during
the second half of the fiscal year, the incentive compensation performance
measures generally under-performed budget. Consequently, management
recommended and the committee agreed that incentive bonuses be paid, but at a
level generally lower than the historical base levels.
With regard to equity incentives, the committee concurred with
management regarding the following options granted during fiscal 1998: (1)
50,000 stock options to the new corporate controller, W. Kirk Brassfield, as
part of his compensation package; (2) 200,000 and 150,000 stock options to
Messrs. Seward and Hord, the president and vice president, respectively, of
Hercules in connection with the retention of this management when Hercules was
acquired by Parker on December 30, 1997; and (3) the issuance of 1,010,500
stock options to 83 middle management and other key employees consistent with
the incentive compensation policy of Parker.
In evaluating the need for additional equity incentives to the
executive officers and the key employees, the committee considered the current
incentive equity compensation of the personnel. After completing this
evaluation
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process and taking into account the most recent grants and awards made in 1994
and stock options in 1997, the committee decided to defer any recommendations
at the present time.
CHIEF EXECUTIVE OFFICER
Robert L. Parker Jr. serves as the chief executive officer of Parker.
The committee reviewed Mr. Parker's base salary, bonuses and participation in
stock option plans for fiscal years 1996, 1997 and 1998 and compared those
remuneration figures with the total annual cash compensation figures for the
chief executive officers of the peer companies. In addition, the committee
reviewed the financial performance and cumulative total return to stockholders
of the peer companies and compared those results to the financial performance
and cumulative total return to stockholders of Parker. Based on this analysis,
the committee concluded that Mr. Parker's overall compensation package was
comparable to the chief executive officers of the peer companies whose
performance and business was most similar to that of Parker. Additionally, the
committee discussed Mr. Parker's personal performance over the past 12 months,
including the assimilation of Hercules into Parker, 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 determined that Mr. Parker's existing incentive equity participation
was adequate.
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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 $1,000,000, subject to certain performance-related
exceptions. The compensation committee has not yet adopted a formal policy
with respect to qualifying compensation paid to its executive officers for an
exemption from the limitation on deductibility imposed by Section 162(m) of the
Internal Revenue Code. The committee anticipates that all compensation paid to
its executive officers during 1998 will qualify for deductibility because no
executive's compensation is expected to exceed the dollar limitations of such
provision.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. David L. Fist, a director of Parker and chairman of the compensation
committee, is a lawyer with Rosenstein, Fist & Ringold, Tulsa, Oklahoma, a
professional legal services corporation, which provides legal services for
Parker. The fees paid to Parker to this firm constituted less than five
percent of the firm's gross revenues during the latest fiscal year.
The following table sets forth information concerning compensation for
services rendered in all capacities to Parker by the chief executive officer
and the three next most highly compensated executive officers of Parker
(collectively, the "Named Executive Officers") for each of the three fiscal
years ended August 31, 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
COMPENSATION AWARDS
-----------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) (S)($) SARS(#) ($)
- ------------------------ ------ --------- ---------- -------- ------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT L. PARKER JR 1998 $ 498,910 $ 150,000 $ -- -- -- $ 10,552(3)(7)
President and Chief 1997 511,500 100,000 -- -- 600,000 10,396
Executive Officer 1996 476,583 80,000 -- -- -- 12,283
ROBERT L. PARKER 1998 465,705 50,000 67,336 -- -- 344,750(4)(7)
Chairman 1997 461,500 -- 96,975 -- 400,000 361,710
1996 447,417 -- 81,660 -- -- 382,249
JAMES W. LINN 1998 313,538 85,000 -- -- -- 8,765(5)(7)
Executive Vice 1997 315,167 75,000 -- -- 300,000 8,607
President and 1996 269,417 50,000 -- -- -- 9,974
Chief Operating
Officer
JAMES J. DAVIS 1998 206,192 75,000 -- -- -- 8,324(6)(7)
Sr. Vice President- 1997 200,667 65,000 -- -- 300,000 8,167
Finance and Chief 1996 189,833 40,000 -- -- -- 9,544
Financial Officer
</TABLE>
- ----------
(1) For each of the employee directors, includes director's fees of
$14,500, $24,500 and $12,500 for fiscal years 1998, 1997 and 1996,
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 1998 includes $24,270 for tax preparation and
$43,066 for salaries to employees who work jointly for Parker and the
Robert L. Parker Trust.
(3) Mr. Parker Jr.'s All Other Compensation for 1998 is comprised of
Parker's matching contributions to its 401(k) plan of $4,800, $355
representing the full dollar value of the term portion of a Parker
paid premium for a split
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dollar life insurance policy and $4,792 representing the present value
of the benefit of the non-term portion of that premium.
(4) Mr. Parker's All Other Compensation for 1998 is comprised of Parker's
matching contributions to its 401(k) plan of $4,800, $45,324
representing the full dollar value of the term portion of a Parker
paid premium for a split dollar life insurance policy and $294,626
representing the present value of the non-term portion of that
premium.
(5) Mr. Linn's All Other Compensation for 1998 is comprised of Parker's
matching contributions to its 401(k) plan of $4,800, $266 representing
the full dollar value of the term portion of a Parker paid premium for
a split dollar life insurance policy and $3,284 representing the
present value of the benefit of the non-term portion of that premium.
(6) Mr. Davis' All Other Compensation for 1998 is comprised of Parker's
matching contributions to its 401(k) plan of $4,800, $215 representing
the full dollar value of the term portion of a Parker paid premium for
a split dollar life insurance policy and $2,858 representing the
present value of the benefit of the non-term portion of that premium.
(7) The present value of the benefit of the non-term portion of the split
dollar life insurance policies was determined by calculating the
present value of interest at risk on future premiums to be paid by
Parker, assuming an interest crediting rate of 8%. The present value
of the benefit of the non-term portion of a separate split dollar life
insurance policy for Robert L. Parker was determined by multiplying
the following factors: the non-term portion of the premium, an assumed
interest crediting rate of 8 percent, 10 years (which is the number of
years at which point the cash surrender value exceeds the total of
premiums paid by Parker) and 8 percent (net present value).
OPTION/SAR GRANTS IN 1998
There were no grants of stock options or SAR's to the named executive
officers during fiscal 1998.
AGGREGATE OPTION/SAR EXERCISES IN FISCAL YEAR 1998 AND FISCAL YEAR-END 1998
OPTION/SAR VALUES
The following table provides information on the Named Executive
Officers' unexercised options at August 31, 1998. None of the Named Executive
Officers exercised any options during 1998 and no stock appreciation rights
have been granted since the inception of the 1994 Executive Stock Option Plan,
nor are any allowable under the 1997 Stock Plan.
<TABLE>
<CAPTION>
=======================================================================================================
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT
OPTIONS/SAR'S AT AUGUST 31, 1998(#) AUGUST 31, 1998($)(1)
----------------------------------- -----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- ---------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C>
Robert L. Parker Jr. 406,000 360,000(2) 0 0
- -------------------- ---------------- --------------- ------------- ---------------
Robert L. Parker 160,000 240,000(3) 0 0
- -------------------- ---------------- --------------- ------------- ---------------
James W. Linn 244,000 180,000(4) 0 0
- -------------------- ---------------- --------------- ------------- ---------------
James J. Davis 187,000 180,000(4) 0 0
- -------------------- ---------------- --------------- ------------- ---------------
</TABLE>
- ---------------
(1) The value per option is calculated by subtracting the exercise price of
each option ($4.50 for previous awards under the 1994 Plan and $8.875
for all awards in 1997 under the 1994 and the 1997 Plans) from the
price of Parker's Common Stock on the New York Stock Exchange. Because
the closing price of Parker's Common Stock on the NYSE on August 31,
1998 ($4.00) was lower than the exercise price of each option, none of
the options were "In-the-Money".
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<PAGE> 69
(2) 120,000 vest annually in 1999, 2000 and 2001.
(3) 80,000 vest annually in 1999, 2000 and 2001.
(4) 60,000 vest annually in 1999, 2000 and 2001.
STOCK PERFORMANCE GRAPH
The following performance graph compares cumulative total stockholder
returns on Parker's Common Stock compared to the Standard and Poor's Mid-Cap 400
Index and a Peer Group Index consisting of Nabors Industries, Rowan Companies,
Noble Drilling Corp., Helmerich & Payne, Pool Energy Services and Pride
International, calculated at the end of each fiscal year, August 31, 1994
through August 31, 1998. The composition of companies that comprise the Peer
Group Index was increased based on the diversification of Parker during the last
year to enable comparisons with peer companies whose operations and business
most closely resemble that of Parker. The graph assumes $100 was invested on
August 31, 1993 in Parker's Common Stock and in each of the referenced indices
and assumes reinvestment of dividends.
(GRAPH)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PARKER DRILLING S&P MIDCAP 400 PEER GROUP
(FISCAL YEAR COVERED)
<S> <C> <C> <C> <C>
1993 100 100 100
1994 76 105 73
1995 78 126 88
1996 97 141 134
1997 182 194 276
1998 55 103 76
</TABLE>
SEVERANCE COMPENSATION AND CONSULTING AGREEMENTS
Each officer named in the Summary Compensation Table and eleven
additional officers of Parker have entered into Severance Compensation and
Consulting Agreements (the "Agreements") with Parker. Each such agreement has a
six-year term but is automatically extended on a year to year basis thereafter
unless terminated or unless a change in control (as defined in the Agreements)
occurs, in which case the Agreements will remain in effect until no more
benefits are payable thereunder.
After a change in control, if an officer is terminated other than for
cause or resigns for good reason, the Agreements provide 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.
Subsequent to the execution of the Agreements, there has been no event
of change in control that would trigger the payment of any benefits under the
Agreements in the event of the termination of employment of the signatories
thereto.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended, requires
Parker's executive officers and directors and persons who beneficially own
greater than 10 percent of a registered class of Parker's equity securities to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Based solely on a review of
the forms it has received, Parker believes that during 1998 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
that the Form 3 filing for Mr. Barnes, due within ten days of his election as a
director, was six days late.
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<PAGE> 70
BOARD OF DIRECTORS PROPOSAL
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has unanimously selected PricewaterhouseCoopers
LLP as Parker's independent accountants for its 1999 fiscal year subject to
ratification or rejection by the stockholders at the Annual Meeting. A
representative of PricewaterhouseCoopers LLP will attend the forthcoming Annual
Meeting and will have the opportunity to make a statement if he or she desires
to do so and will be available to answer appropriate questions.
THE BOARD RECOMMENDS YOU VOTE FOR THIS PROPOSAL.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Parker was the beneficiary of a life insurance policy on Robert L.
Parker, chairman of Parker, which was issued pursuant to a Stock Purchase
Agreement approved by vote of the stockholders at the 1975 Annual Meeting on
December 10, 1975. This agreement was entered into between Parker and the Robert
L. Parker Trust and originally provided that upon the death of Robert L. Parker,
Parker 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. Parker and the trust modified the
Stock Purchase Agreement as of August 3, 1994, so that Parker would have the
option, but not the obligation, to purchase the stock, at a discounted price,
with the proceeds. In fiscal 1998, Parker surrendered this policy for a cash
value of $2,009,000.
As a part of the agreement to terminate the option held by the trust
and to grant to Parker a limited option to purchase stock at a discounted price,
Parker 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, Parker will be reimbursed by the
Robert L. Parker and Catherine M. Parker Family Trust from the proceeds of the
policy for the full amount of the premiums paid by Parker, with interest to be
paid after fiscal year 1999 at a one-year treasury bill rate. Robert L. Parker
and Parker agreed on or about October 15, 1996, that Parker would cash surrender
a $500,000 Executive Life policy on his life, and, in exchange, the interest on
the above-described policy would not begin accruing until March 2003. Robert L.
Parker Jr., chief executive officer of Parker 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 business development
opportunities are providing customers with industry-related conferences and
seminars, coupled with sporting and other outdoor activities.
Robert L. Parker, 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 the Limited Partnership makes available
to Parker for customer retreats and forums and meetings for world-wide company
management. The Cypress Springs Ranch provides lodging, conference facilities,
sporting and other outdoor activities 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 Parker for outdoor activities by customers and
is available to employees for outdoor activities and other family recreation.
There is an understanding between Parker and the Limited Partnership
that the Cypress Springs Ranch and the Mazie Ranch shall be available for
company use without limitation. In consideration for the availability and use of
these
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facilities, Parker pays only the portion of the ranch operating expenses
based on its actual use of said facilities. The total amount of these operating
expenses paid by Parker in fiscal year 1998 was approximately $148,393.
Additionally, Parker uses a 1,380 acre ranch ("Camp Verde Ranch") owned
by Robert L. Parker Jr., 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 Parker pays only that portion of
the ranch operating expenses based on the actual use of these facilities. The
total amount of these operating expenses paid by Parker in fiscal 1998 was
approximately $46,767.
During fiscal year 1998, Parker and its subsidiaries purchased
approximately $12,579,000 worth of drill pipe from Grant Prideco, Inc., a
wholly-owned subsidiary of Weatherford International, Inc. Mr. Bernard
Duroc-Danner, the Chairman of Weatherford International, Inc., is a director of
Parker.
Mr. Robert L. Parker Jr., James W. Linn and James J. Davis incurred tax
liabilities of $163,092, $122,319 and $65,528, respectively, on January 5, 1998,
in connection with the vesting of restricted stock granted to them by Parker
pursuant to its 1991 Stock Grant Plan in 1995. As is customary, Parker paid the
estimated taxes on these stock grants pursuant to an agreement that these
executive officers would repay these amounts to Parker. At the present time Mr.
Parker Jr. and Mr. Davis are indebted to Parker in the amount of $163,092 and
$65,528, respectively.
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<PAGE> 72
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning beneficial
ownership of Parker Common Stock as of September 30, 1998, by (a) all persons
known by Parker to be beneficial owners of more than five percent (5%) of such
stock, (b) each director and nominee for director of Parker, (c) each of the
executive officers of Parker named in the Executive Compensation table, and (d)
all directors and executive officers as a group. Unless otherwise noted, the
persons named below have sole voting and investment power with respect to such
shares.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(1)
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS
------------------------------------------------------- --------------- ----------
<S> <C> <C>
The Equitable Companies Incorporated .................. 11,959,816(2) 15.5%
Robert L. Parker ...................................... 4,297,569(3) 5.6%
Robert L. Parker Jr ................................... 995,213(4) 1.3%
James W. Linn ......................................... 647,834(5) *
James J. Davis ........................................ 477,739(6) *
Earnest F. Gloyna ..................................... 59,900(7) *
R. Rudolph Reinfrank .................................. 54,000(8) *
David L. Fist ......................................... 50,600(9) *
Bernard Duroc-Danner .................................. 40,000(10) *
James E. Barnes ....................................... 30,000(11) *
W. Kirk Brassfield .................................... 50,000(12) *
All directors and all executive officers as a Group
(10 persons) .......................................... 6,702,855(13) 8.7%
</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) Based on information obtained from The Equitable Companies Incorporated
as of September 30, 1998, 11,959,816 shares were beneficially owned by
subsidiaries of The Equitable Companies Incorporated. The Equitable
Life Assurance Society of the United States, Alliance Capital
Management L.P. and Donaldson Lufkin & Jenrette Securities Corporation
beneficially owned 3,756,100, 7,554,500 and 2,000 shares, respectively,
each having sole voting and dispositive power.
(3) 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, 3,796,045 shares held by the Robert L. Parker Trust, over
which Mr. Parker has sole voting control and shared dispositive power,
options to purchase 240,000 shares under the 1994 Executive Stock
Option Plan and options to purchase 160,000 shares under the 1997 Stock
Plan.
(4) Includes 5,760 shares held as trustee for Mr. Parker Jr.'s nieces, as
to which he disclaims any beneficial ownership, options to purchase
526,000 shares under the 1994 Executive Stock Option Plan and options
to purchase 240,000 shares under the 1997 Stock Plan.
(5) Includes options to purchase 304,000 shares under the 1994 Executive
Stock Option Plan and options to purchase 120,000 shares under the 1997
Stock Plan.
(6) Includes 77,200 shares held by Mr. Davis' spouse in a trust over which
she is trustee only, options to purchase 247,000 shares under the 1994
Executive Stock Option Plan and options to purchase 120,000 shares
under the 1997 Stock Plan.
(7) Includes 2,000 shares held in trust by Dr. Gloyna's spouse, as to which
Dr. Gloyna disclaims beneficial ownership and options to purchase
45,000 shares.
(8) Includes options to purchase 50,000 shares.
(9) Includes options to purchase 50,000 shares.
(10) Includes options to purchase 40,000 shares.
(11) All shares are held by the James E. Barnes Revocable Trust.
(12) Includes options to purchase 50,000 shares.
(13) 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.
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<PAGE> 73
INDEPENDENT PUBLIC ACCOUNTANTS
It is expected that representatives of KPMG Peat Marwick LLP will be
present at the Superior Special Meeting and PricewaterhouseCoopers LLP will be
present at the Parker Annual Meeting to respond to appropriate questions of
stockholders and to make a statement if they so desire.
LEGAL MATTERS
The validity of the Parker Common Stock to be issued in the merger will
be passed upon for Parker by Vinson & Elkins L.L.P., Houston, Texas. Certain
federal income tax consequences of the merger will be passed upon for Parker by
Vinson & Elkins L.L.P., Houston, Texas, and for Superior by Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated financial statements of Parker as of August 31, 1998
and 1997, and for each of the three years in the period ended August 31, 1998,
incorporated by reference in this Joint Proxy Statement/Prospectus, have been
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,
independent public accountants, given on authority of said firm as experts in
accounting and auditing.
The consolidated financial statements of Superior as of December 31,
1997 and 1996, and for each of the years in the two-year period ended December
31, 1997 have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
STOCKHOLDER PROPOSALS
Any proposals of holders of Parker Common Stock intended to be
presented at the Annual Meeting of stockholders of Parker to be held in 1999
must be received by Parker, addressed to the Secretary of Parker
at____________________, no later than __________, 1998, to be considered for
inclusion in the proxy statement and form of proxy relating to that meeting.
Superior does not intend to hold a 1999 Annual Meeting prior to the
scheduled consummation of the merger. If the merger is not consummated and
Superior does hold a 1999 Annual Meeting, Superior will notify its stockholders
of the meeting including the date by which any proposals of stockholders of
Superior intended to be presented at the 1999 Annual Meeting must be received at
Superior's executive offices in order to be considered for inclusion in the
proxy statement and form of proxy relating to that meeting.
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<PAGE> 74
APPENDIX A
AGREEMENT AND PLAN OF MERGER
By and Among
Parker Drilling Company,
Saints Acquisitions Company
and
Superior Energy Services, Inc.
and
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
<PAGE> 75
AGREEMENT AND PLAN OF MERGER
AMONG
PARKER DRILLING COMPANY,
SAINTS ACQUISITION COMPANY
AND
SUPERIOR ENERGY SERVICES, INC.
OCTOBER 28, 1998
<PAGE> 76
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
ARTICLE I
THE MERGER
1.1 The Merger........................................................... 1
1.2 Closing Date......................................................... 2
1.3 Consummation of the Merger........................................... 2
1.4 Effects of the Merger................................................ 2
1.5 Certificate of Incorporation; Bylaws................................. 2
1.6 Directors and Officers............................................... 2
1.7 Conversion of Superior Common Stock.................................. 2
1.8 Exchange of Certificates............................................. 3
1.9 Stock Transfer Books................................................. 6
1.10 Taking of Necessary Action; Further Action........................... 6
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Parker and Sub..................... 6
(a) Organization and Compliance with Law........................ 6
(b) Capitalization.............................................. 7
(c) Authorization and Validity of Agreement..................... 8
(d) No Approvals or Notices Required; No Conflict with
Instruments to which Parker or any of the Parker
Subsidiaries is a Party..................................... 8
(e) Commission Filings; Financial Statements.................... 9
(f) Absence of Undisclosed Liabilities.......................... 9
(g) Conduct of Business in the Ordinary Course; Absence of
Certain Changes and Events.................................. 10
(h) Tax Representation.......................................... 10
(i) Opinion of Financial Advisor................................ 11
(j) Interim Operations of Sub................................... 11
(l) Certain Business Practices.................................. 11
2.2 Representations and Warranties of Superior........................... 11
(a) Organization and Compliance with Law........................ 11
(b) Capitalization.............................................. 12
(c) Authorization and Validity of Agreement..................... 13
(d) No Approvals or Notices Required; No Conflict with
Instruments to which Superior or any of the Superior
Subsidiaries is a Party..................................... 13
(e) Commission Filings; Financial Statements.................... 14
(f) Absence of Undisclosed Liabilities.......................... 14
</TABLE>
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<PAGE> 77
<TABLE>
<S> <C> <C>
(g) Conduct of Business in the Ordinary Course; Absence of
Certain Changes and Events.................................. 15
(h) Litigation.................................................. 15
(i) Employee Benefit Plans...................................... 16
(j) Taxes....................................................... 17
(k) Environmental Matters....................................... 19
(l) Severance Payments.......................................... 20
(m) Voting Requirements......................................... 21
(n) Section 162(m) of the Code.................................. 21
(o) Brokers..................................................... 21
(p) Labor Relations............................................. 21
(q) Insurance................................................... 21
(r) Title to Properties......................................... 21
(s) Permits; Compliance......................................... 22
(t) Contingent Payment Obligations.............................. 22
(u) Certain Business Practices.................................. 22
(v) Opinion of Financial Advisor................................ 22
ARTICLE III
COVENANTS OF SUPERIOR PRIOR TO THE EFFECTIVE TIME
3.1 Conduct of Business by Superior Pending the Merger................... 23
3.2 No Solicitation...................................................... 25
3.3 Affiliate Letters.................................................... 26
3.4 Obtain Tax Opinion................................................... 26
ARTICLE IV
COVENANTS OF PARKER PRIOR TO THE EFFECTIVE TIME
4.1 Conduct of Business by Parker Pending the Merger..................... 26
4.2 Stock Exchange Listing............................................... 26
4.3 Obtain Tax Opinion................................................... 26
4.4 Available Information................................................ 27
4.5 Future Acquisitions.................................................. 27
ARTICLE V
ADDITIONAL AGREEMENTS
5.1 Meetings of Stockholders............................................. 27
5.2 Registration Statement; Proxy Statements............................. 28
5.3 Appropriate Action; Consents; Filings................................ 29
5.4 Accountants Letters.................................................. 31
</TABLE>
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<PAGE> 78
<TABLE>
<S> <C> <C>
5.5 Pooling of Interests................................................. 31
5.6 Superior Employee Benefits........................................... 31
5.7 Superior Stock Options............................................... 32
5.8 [Intentionally omitted].............................................. 33
5.9 Tax-Free Reorganization.............................................. 33
5.10 Indemnification...................................................... 34
ARTICLE VI
CONDITIONS
6.1 Conditions to Obligation of Each Party to Effect the Merger.......... 35
6.2 Additional Conditions to Obligations of Parker....................... 36
6.3 Additional Conditions to Obligations of Superior..................... 37
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
7.1 Termination.......................................................... 38
7.2 Effect of Termination................................................ 39
7.3 Waiver and Amendment................................................. 39
7.4 Fees, Expenses and Other Payments.................................... 39
ARTICLE VIII
GENERAL PROVISIONS
8.1 Effectiveness of Representations, Warranties and Agreements.......... 40
8.2 Public Statements.................................................... 40
8.3 Assignment........................................................... 41
8.4 Notices.............................................................. 41
8.5 Governing Law........................................................ 41
8.6 Severability......................................................... 42
8.7 Counterparts......................................................... 42
8.8 Headings............................................................. 42
8.9 Entire Agreement; Third Party Beneficiaries.......................... 42
8.10 Specific Performance................................................. 42
8.11 Disclosure Letters................................................... 42
</TABLE>
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<PAGE> 79
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated as of the 28th day of October,
1998 (the "Agreement"), is among Parker Drilling Company, a Delaware corporation
("Parker"), Saints Acquisition Company, a newly formed Delaware corporation and
a wholly owned subsidiary of Parker ("Sub"), and Superior Energy Services, Inc.,
a Delaware corporation ("Superior").
WITNESSETH:
WHEREAS, subject to and in accordance with the terms and conditions of
this Agreement, the respective Boards of Directors of Parker, Sub and Superior,
and Parker as sole stockholder of Sub, have approved the merger of Sub with and
into Superior (the "Merger"), whereby each issued and outstanding share of
common stock, par value $0.001 per share, of Superior ("Superior Common Stock")
not owned directly or indirectly by Superior will be converted into the right to
receive 0.90 of a share of common stock, par value $0.16 2/3 per share, of
Parker ("Parker Common Stock");
WHEREAS, for federal income tax purposes, it is intended that the
Merger shall qualify as a reorganization within the meaning of Sections
368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended
(the "Code"), and this Agreement constitutes a plan of reorganization;
WHEREAS, the Merger is intended to be treated as a "pooling of
interests" for accounting purposes; and
WHEREAS, the parties hereto desire to set forth certain
representations, warranties and covenants made by each to the other as an
inducement to the consummation of the Merger;
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:
ARTICLE I
THE MERGER
1.1 THE MERGER. Subject to and in accordance with the terms and
conditions of this Agreement and in accordance with the General Corporation Law
of the State of Delaware (the "DGCL"), at the Effective Time (as defined in
Section 1.3) Sub shall be merged with and into Superior. As a result of the
Merger, the separate corporate existence of Sub shall cease and Superior shall
continue as the surviving corporation (sometimes referred to herein as the
"Surviving Corporation"), and all the properties, rights, privileges, powers and
franchises of Superior and Sub shall vest in the Surviving Corporation, without
any transfer or assignment having occurred, and all debts, liabilities and
duties of Superior and Sub shall attach to the Surviving Corporation, all in
accordance with the DGCL.
<PAGE> 80
1.2 CLOSING DATE. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Vinson & Elkins
L.L.P., 2300 First City Tower, 1001 Fannin Street, Houston, Texas 77002, as soon
as practicable after the satisfaction or waiver of the conditions set forth in
Section 6.1 or at such other time and place and on such other date as Parker and
Superior shall agree, or if no date has been agreed to, any date specified by
one party to the other upon three days' notice following satisfaction of the
conditions set forth in Section 6.1, provided that the other closing conditions
set forth in Article VI shall have been satisfied or waived at or prior to such
time. The date on which the Closing occurs is herein referred to as the "Closing
Date."
1.3 CONSUMMATION OF THE MERGER. As soon as practicable on the Closing
Date, the parties hereto will cause the Merger to be consummated by filing with
the Secretary of State of Delaware a certificate of merger in such form as
required by, and executed in accordance with, the relevant provisions of the
DGCL. The "Effective Time" of the Merger (as that term is used in this
Agreement) shall mean such time as the certificate of merger is duly filed with
the Secretary of State of Delaware or at such later time (not to exceed 90 days
from the date the certificate is filed) as is specified in the certificate of
merger pursuant to the mutual agreement of Parker and Superior.
1.4 EFFECTS OF THE MERGER. The Merger shall have the effects set forth
in the applicable provisions of the DGCL.
1.5 CERTIFICATE OF INCORPORATION; BYLAWS. At the Effective Time, the
Certificate of Incorporation and Bylaws of Sub, as in effect immediately prior
to the Effective Time, shall be the Certificate of Incorporation and Bylaws,
respectively, of the Surviving Corporation, provided that they shall be amended
as of the Effective Time to reflect that the name of the Surviving Corporation
shall be "Superior Energy Services, Inc."
1.6 DIRECTORS AND OFFICERS. The officers and directors of the Surviving
Corporation, each to hold office until their respective successors are duly
elected or appointed and qualified, shall be as set forth on Annex I attached
hereto.
1.7 CONVERSION OF SUPERIOR COMMON STOCK.
(a) As of the Effective Time, by virtue of the Merger and without
any action on the part of the holder of any shares of Superior Common Stock or
any shares of capital stock of Sub, and subject to Section 1.8(f), each share of
Superior Common Stock issued and outstanding immediately prior to the Effective
Time (other than shares to be canceled in accordance with Section 1.7(b)) shall
be converted into the right to receive 0.90 of a share of Parker Common Stock
(the "Merger Consideration"); provided, however, that if, between the date
hereof and the Effective Time, the outstanding shares of Parker Common Stock or
Superior Common Stock shall have been changed into a different number of shares
or a different class, by reason of any stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of shares,
the Merger Consideration shall be correspondingly adjusted to the extent
appropriate to reflect such stock dividend, subdivision, reclassification,
recapitalization, split, combination or exchange of shares. As of the Effective
Time, all such shares of Superior Common Stock shall no longer be outstanding
and shall automatically be canceled and retired and shall cease to exist, and
each holder of a
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<PAGE> 81
certificate representing any such shares of Superior Common Stock shall cease to
have any rights with respect thereto, except the right to receive the Merger
Consideration.
(b) Each share of Superior Common Stock held in the treasury of
Superior and each share of Superior Common Stock owned by Sub, Parker or any
direct or indirect wholly owned subsidiary of Parker or of Superior immediately
prior to the Effective Time shall be canceled and extinguished without any
conversion thereof and no payment shall be made with respect thereto.
(c) Each share of common stock of Sub issued and outstanding
immediately prior to the Effective Time shall be converted into one share of the
common stock, $.001 par value per share, of the Surviving Corporation.
1.8 EXCHANGE OF CERTIFICATES.
(a) From and after the Effective Time, (i) Parker shall make
available to a bank or trust company designated by Parker (the "Exchange
Agent"), for the benefit of the holders of shares of Superior Common Stock, for
exchange in accordance with this Section 1.8, through the Exchange Agent,
certificates evidencing such number of shares of Parker Common Stock issuable to
holders of Superior Common Stock in the Merger pursuant to Section 1.7. The
Exchange Agent shall, pursuant to irrevocable written instructions from Parker,
deliver the Parker Common Stock, together with any cash to be paid in lieu of
fractional interests in shares of Parker Common Stock pursuant to Section 1.8(f)
and any dividends or distributions related thereto (collectively, the "Exchange
Fund"), in exchange for certificates theretofore evidencing Superior Common
Stock surrendered to the Exchange Agent pursuant to Section 1.8(c). Except as
contemplated by Sections 1.8(f) and (g) hereof, the Exchange Fund shall not be
used for any other purpose.
(b) As promptly as practicable after the Effective Time, Parker
shall cause the Exchange Agent to mail to each holder of a certificate or
certificates which immediately prior to the Effective Time represented
outstanding shares of Superior Common Stock (the "Certificates") (i) a letter of
transmittal (which shall be in customary form and shall specify that delivery
shall be effected, and risk of loss and title to the Certificates shall pass,
only upon proper delivery of the Certificates to the Exchange Agent) and (ii)
instructions for use in effecting the surrender of the Certificates in exchange
for the Merger Consideration.
(c) Upon surrender to the Exchange Agent of a Certificate for
cancellation, together with such letter of transmittal, duly executed and
completed in accordance with the instructions thereto, and such other documents
as may be reasonably required pursuant to such instructions, the holder of such
Certificate shall be entitled to receive in exchange therefor (i) a certificate
representing that number of whole shares of Parker Common Stock, if any, to
which such holder is entitled pursuant to Section 1.7 and (ii) cash in lieu of
any fractional shares of Parker Common Stock to which such holder is entitled
pursuant to Section 1.8(f) and any dividends or other distributions to which
such holder is entitled pursuant to Section 1.8(d) (together, the "Additional
Payments"), and the Certificate so surrendered shall forthwith be canceled. In
the event of a transfer of ownership of shares of Superior Common Stock which is
not registered in the transfer records of Superior, the applicable Merger
Consideration and Additional Payments, if any, may be issued to
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<PAGE> 82
a transferee if the Certificate representing such shares of Superior Common
Stock is presented to the Exchange Agent, accompanied by all documents required
to evidence and effect such transfer and by evidence that any applicable stock
transfer taxes have been paid. Until surrendered as contemplated by this Section
1.8, each Certificate shall be deemed at all times after the Effective Time to
represent only the right to receive upon such surrender the Merger Consideration
with respect to the shares of Superior Common Stock formerly represented thereby
and Additional Payments, if any.
(d) No dividends or other distributions declared or made after the
Effective Time with respect to Parker Common Stock with a record date after the
Effective Time shall be paid to the holder of any unsurrendered Certificate with
respect to the shares of Parker Common Stock the holder thereof is entitled to
receive upon surrender thereof, and no cash payment in lieu of any fractional
shares shall be paid to any such holder pursuant to Section 1.8(f), until the
holder of such Certificate shall surrender such Certificate. Subject to the
effect of escheat, tax or other applicable laws, following surrender of any such
Certificate, there shall be paid to the holder of the certificates representing
whole shares of Parker Common Stock issued in exchange therefor, without
interest, (i) promptly, the amount of any cash payable with respect to a
fractional share of Parker Common Stock to which such holder is entitled
pursuant to Section 1.8(f) and the amount of dividends or other distributions
with a record date after the Effective Time and theretofore paid with respect to
such whole shares of Parker Common Stock, and (ii) at the appropriate payment
date, the amount of dividends or other distributions, with a record date after
the Effective Time but prior to surrender and a payment date occurring after
surrender, payable with respect to such whole shares of Parker Common Stock.
After the Effective Time, each outstanding Certificate which theretofore
represented shares of Superior Common Stock shall, until surrendered for
exchange in accordance with this Section 1.8, be deemed for all purposes to
evidence ownership of the number of shares of Parker Common Stock into which the
shares of Superior Common Stock (which, prior to the Effective Time, were
represented thereby) shall have been so converted.
(e) All shares of Parker Common Stock issued or cash paid upon
conversion of the shares of Superior Common Stock in accordance with the terms
hereof (including any cash paid pursuant to Section 1.8(d) or (f)) shall be
deemed to have been issued in full satisfaction of all rights pertaining to such
shares of Superior Common Stock.
(f) Notwithstanding anything herein to the contrary, no
certificates or scrip evidencing fractional shares of Parker Common Stock shall
be issued in connection with the Merger, and any such fractional share interests
to which a holder of record of Superior Common Stock at the Effective Time would
otherwise be entitled will not entitle such holder to vote or to any rights of a
stockholder of Parker. In lieu of any such fractional shares, each holder of
record of Superior Common Stock at the Effective Time who but for the provisions
of this Section 1.8(f) would be entitled to receive a fractional interest of a
share of Parker Common Stock pursuant to the Merger shall be paid cash, without
any interest thereon, equal to the fraction of a share of Parker Common Stock to
which such holder would be entitled but for this provision multiplied by the
closing price of the Parker Common Stock on the New York Stock Exchange on the
Effective Date.
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(g) Any portion of the Exchange Fund (including any shares of
Parker Common Stock) which remains undistributed to the holders of Superior
Common Stock for six months after the Effective Time shall be delivered to
Parker, upon demand, and any holders of Superior Common Stock who have not
theretofore complied with Sections 1.7 and 1.8 shall thereafter look only to
Parker for the applicable Merger Consideration and any Additional Payments to
which they are entitled. Any portion of the Exchange Fund remaining unclaimed by
holders of shares of Superior Common Stock as of a date which is immediately
prior to such time as such amounts would otherwise escheat to or become property
of any governmental entity shall, to the extent permitted by applicable law,
become the property of Parker, free and clear of any claims or interest of any
person previously entitled thereto.
(h) None of the Exchange Agent, Parker or the Surviving Corporation
shall be liable to any holder of Certificates for any shares of Parker Common
Stock (or dividends or distributions with respect thereto), or cash delivered to
a public official pursuant to any abandoned property, escheat or similar law.
(i) Each of the Surviving Corporation and Parker shall be entitled
to deduct and withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of Certificates such amounts as it is required to deduct
and withhold with respect to the making of such payment under the Code, or any
provision of state, local or foreign tax law. To the extent that amounts are so
withheld by the Surviving Corporation or Parker, as the case may be, such
amounts withheld shall be treated for all purposes of this Agreement as having
been paid to the holder of the Certificates in respect of which such deduction
and withholding was made by the Surviving Corporation or Parker, as the case may
be.
(j) If any Certificate shall have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming such
Certificate to be lost, stolen or destroyed and, if required by the Surviving
Corporation, the posting by such person of a bond, in such reasonable amount as
the Surviving Corporation may direct, as indemnity against any claim that may be
made against it with respect to such Certificate, the Exchange Agent will issue
in exchange for such lost, stolen or destroyed Certificate the Merger
Consideration and Additional Payments, if any.
(k) If, at any time after the Effective Time, the Surviving
Corporation shall consider or be advised that any deeds, bills of sale,
assignments, assurances or any other actions or things are necessary or
desirable to vest, perfect or confirm of record or otherwise in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of either of Sub or Superior acquired or to be acquired by
the Surviving Corporation as a result of, or in connection with, the Merger or
otherwise to carry out this Agreement, the officers of the Surviving Corporation
shall be authorized to execute and deliver, in the name and on behalf of each of
Sub and Superior or otherwise, all such deeds, bills of sale, assignments and
assurances and to take and do, in such names and on such behalves or otherwise,
all such other actions and things as may be necessary or desirable to vest,
perfect or confirm any and all right, title and interest in, to and under such
rights, properties or assets in the Surviving Corporation or otherwise to carry
out the purposes of this Agreement.
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1.9 STOCK TRANSFER BOOKS. At the Effective Time, the stock transfer
books of Superior shall be closed and there shall be no further registration of
transfers of shares of Superior Common Stock thereafter on the records of
Superior. On or after the Effective Time, any Certificates presented to the
Exchange Agent or Parker for any reason shall be converted into the Merger
Consideration and Additional Payments, if any.
1.10 TAKING OF NECESSARY ACTION; FURTHER ACTION. The parties hereto
shall take all such reasonable and lawful action as may be necessary or
appropriate in order to effectuate the Merger as promptly as possible. If, at
any time after the Effective Time, any such further action is necessary or
desirable to carry out the purposes of this Agreement and to vest in the
Surviving Corporation all right, title and possession to all assets, property,
rights, privileges, powers and franchises of Superior or Sub, such corporations
shall direct their respective officers and directors to take all such lawful and
necessary action.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF PARKER AND SUB. Parker and Sub
hereby jointly and severally represent and warrant to Superior that:
(a) Organization and Compliance with Law. Each of Parker and its
consolidated significant subsidiaries as defined in Rule 1.02 of
Regulation S-X (the "Parker Subsidiaries") is a corporation, a limited
liability company or a limited liability partnership duly organized,
validly existing and in good standing under the laws of the
jurisdiction in which it is chartered or organized and has all
requisite corporate power and authority and all necessary governmental
authorizations to own, lease and operate all of its properties and
assets and to carry on its business as now being conducted, except
where the failure to be so organized, existing or in good standing or
to have such governmental authority would not have a material adverse
effect on the financial condition, results of operations or business of
Parker and the Parker Subsidiaries, taken as a whole (a "Parker MAE").
A Parker MAE shall not be deemed to include material adverse changes
affecting the contract drilling industry or the United States economy
generally. Except as set forth in Section 2.1(a) of the disclosure
letter delivered by Parker to Superior on the date hereof (the "Parker
Disclosure Letter"), each of Parker and the Parker Subsidiaries is duly
qualified as a foreign corporation to do business, and is in good
standing, in each jurisdiction in which the property owned, leased or
operated by it or the nature of the business conducted by it makes such
qualification necessary, except in such jurisdictions where the failure
to be duly qualified does not and would not, either individually or in
the aggregate, have a Parker MAE. Each of Parker and the Parker
Subsidiaries is in compliance with all applicable laws, judgments,
orders, rules and regulations, domestic and foreign, except where
failure to be in such compliance would not have a Parker MAE.
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(b) Capitalization.
(i) The authorized capital stock of Parker consists of
120,000,000 shares of Parker Common Stock, and 1,942,000 shares of
preferred stock, par value $1.00 per share ("Parker Preferred
Stock"). As of September 30, 1998, there were issued and
outstanding 76,783,045 shares of Parker Common Stock, 482,044
shares of Parker Common Stock were held as treasury shares, and no
shares of Parker Preferred Stock were issued and outstanding but
120,000 shares have been designated as Junior Participating
Preferred Stock, par value $.01 per share. All issued shares of
Parker Common Stock were validly issued and are fully paid and
nonassessable and no holder thereof is entitled to preemptive
rights. Except as set forth in Section 2.1(b) of the Parker
Disclosure Letter, and except for shares reserved for issuance
pursuant to Parker stock plans described in Section 2.1(b) of
Parker Disclosure Letter and pursuant to the 5 1/2% Convertible
Subordinated Debentures due 2004 (the "Convertible Debentures"),
no shares of Parker Common Stock are reserved for issuance, and
except for Parker's obligations under that certain Rights
Agreement dated as of July 14, 1998 between Parker and Norwest
Bank Minnesota, N.A., as Rights Agent, there are no contracts,
agreements, commitments or arrangements obligating Parker (i) to
offer, sell, issue or grant any capital stock of Parker or (ii) to
redeem, purchase or acquire, or offer to purchase or acquire, any
outstanding capital stock of Parker or to grant any lien on any
shares of capital stock of Parker. All shares of Parker Common
Stock to be issued pursuant to the Merger, when issued in
accordance with this Agreement, will be validly issued, fully paid
and nonassessable and will not violate the preemptive rights of
any person. Except as set forth in Section 2.1(b) of the Parker
Disclosure Letter, Parker is not a party to, and is not aware of,
any voting agreement, voting trust or similar agreement or
arrangement relating to any class or series of its capital stock,
or any agreement or arrangement providing for registration rights
with respect to any capital stock or other securities of Parker.
(ii) As of September 30, 1998, there were outstanding options
to purchase 5,597,500 shares of Parker Common Stock pursuant to
the plans and agreements referenced in Section 2.1(b)(i) above
("Parker Options"), and 11,371,020 shares were reserved for
issuance upon conversion of the Convertible Debentures.
(iii) As of the date hereof, the authorized capital stock of
Sub consists of 1,000 shares of common stock, par value $0.01 per
share, all of which were validly issued and are fully paid and
nonassessable and are owned by Parker.
(iv) Except as set forth in Section 2.1(b) of the Parker
Disclosure Letter, all outstanding shares of the Parker
Subsidiaries (A) are owned by Parker or a wholly owned subsidiary
of Parker, free and clear of all liens, charges, encumbrances,
adverse claims and options of any nature, (B) were duly authorized
and validly issued and are fully paid and nonassessable, and (C)
have not been issued in violation of any preemptive rights. Except
as set forth in Section 2.1(b) of the Parker Disclosure
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Letter, there are not now, and at the Effective Time there will
not be, any outstanding options, warrants, scrip, rights to
subscribe for, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into or
exchangeable for, shares of any class of capital stock of the
Parker Subsidiaries, or contracts, understandings or arrangements
to which Parker or a Parker Subsidiary is a party, or by which any
of them is or may be bound, to issue additional shares of capital
stock or options, warrants, scrip or rights to subscribe for, or
securities or rights convertible into or exchangeable for, any
additional shares of capital stock of any Parker Subsidiary.
(c) Authorization and Validity of Agreement. Parker and Sub have
all requisite corporate power and authority to enter into this
Agreement and to perform their obligations hereunder. The execution and
delivery by Parker and Sub of this Agreement and the consummation by
each of them of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Parker and
Sub (other than, with respect to the approval of the issuance of shares
of Parker Common Stock pursuant to the Merger (the "Share Issuance")
and the approval of an amendment to Parker's Restated Certificate of
Incorporation to increase the authorized share capital (the "Charter
Amendment"), by the holders of a majority of the outstanding shares of
Parker Common Stock in accordance with Section 5.1(b)). On or prior to
the date hereof, the Board of Directors of Parker has determined to
recommend approval of the Share Issuance and the Charter Amendment to
the stockholders of Parker, and such determination is in effect as of
the date hereof. This Agreement has been duly executed and delivered by
Parker and Sub and is the valid and binding obligation of Parker and
Sub, enforceable against Parker and Sub in accordance with its terms,
except as the same may be limited by legal principles of general
applicability governing the application and availability of equitable
remedies.
(d) No Approvals or Notices Required; No Conflict with Instruments
to which Parker or any of the Parker Subsidiaries is a Party. Neither
the execution and delivery of this Agreement nor the performance by
Parker or Sub of their respective obligations hereunder, nor the
consummation of the transactions contemplated hereby by Parker and Sub,
will (i) except for the requirement of a Charter Amendment to increase
the authorized share capital, conflict with the certificate of
incorporation or bylaws or other equivalent organizational documents of
Parker or the charter or bylaws of any of the Parker Subsidiaries; (ii)
assuming satisfaction of the requirements set forth in clause (iii)
below, violate any provision of law applicable to Parker or any of the
Parker Subsidiaries; (iii) except for (A) requirements of federal or
state securities laws, (B) requirements arising out of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"),
(C) requirements of notice filings in such foreign jurisdictions as may
be applicable, and (D) the filing of a certificate of merger by Sub in
accordance with the DGCL, require any consent or approval of, or filing
with or notice to, any public body or authority, domestic or foreign,
under any provision of law applicable to Parker or any of the Parker
Subsidiaries; or (iv) require any consent, approval or notice under, or
violate, breach, be in conflict with or constitute a default (or an
event that, with notice or lapse of time or both, would constitute a
default) under, or permit the termination of any provision of, or
result in the creation or
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imposition of any lien upon any properties, assets or business of
Parker or any of the Parker Subsidiaries under, any note, bond,
indenture, mortgage, deed of trust, lease, franchise, permit,
authorization, license, contract, instrument or other agreement or
commitment or any order, judgment or decree to which Parker or any of
the Parker Subsidiaries is a party or by which Parker or any of the
Parker Subsidiaries or any of their respective assets or properties is
bound or encumbered, except (A) the approval by the stockholders of
Parker in accordance with Section 5.1(b), (B) those that have already
been given, obtained or filed, (C) those that are required pursuant to
bank loan agreements, as set forth in Section 2.1(d) of the Parker
Disclosure Letter, which will be obtained prior to the Effective Time,
or (D) those that, in the aggregate, would not have a Parker MAE.
(e) Commission Filings; Financial Statements. Parker and each of
the Parker Subsidiaries have timely filed all reports, registration
statements and other filings, together with any amendments required to
be made with respect thereto, that they have been required to file with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All
reports, registration statements and other filings (including all
notes, exhibits and schedules thereto and documents incorporated by
reference therein) filed by Parker with the Commission since August 31,
1996 through the date of this Agreement, together with any amendments
thereto, are sometimes collectively referred to as the "Parker
Commission Filings." As of the respective dates of their filing with
the Commission, the Parker Commission Filings complied in all material
respects with the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder, and did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.
Each of the consolidated financial statements (including any
related notes or schedules) included in the Parker Commission Filings
was prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be noted
therein or in the notes or schedules thereto) and complied with all
applicable rules and regulations of the Commission. Such consolidated
financial statements fairly present the consolidated financial position
of Parker and the Parker Subsidiaries as of the dates thereof and the
results of operations, cash flows and changes in stockholders' equity
for the periods then ended (subject, in the case of the unaudited
interim financial statements, to normal year-end audit adjustments on a
basis consistent with past periods).
(f) Absence of Undisclosed Liabilities. Except as disclosed in
Section 2.1(f) of the Parker Disclosure Letter or in the Parker
Commission Filings, as of the date of this Agreement, neither Parker
nor any of the Parker Subsidiaries has any liabilities that are
reasonably likely to have, individually or in the aggregate, a Parker
MAE, except liabilities which are accrued or reserved against in the
consolidated balance sheet of Parker as of August 31, 1997 or May 31,
1998, included in the Parker Commission Filings or reflected in the
notes thereto. Neither Parker nor any Parker Subsidiary has incurred or
paid any liability since May 31, 1998, except for liabilities incurred
or paid (i) in the ordinary course
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of business consistent with past practice, (ii) in connection with
transactions contemplated by this Agreement, or (iii) pursuant to
transactions not prohibited by this Agreement.
(g) Conduct of Business in the Ordinary Course; Absence of Certain
Changes and Events. Since August 31, 1997, except as contemplated by
this Agreement or as disclosed in the Parker Commission Filings filed
with the Commission prior to the date hereof or as set forth in Section
2.1(g) of the Parker Disclosure Letter, Parker and the Parker
Subsidiaries have conducted their business only in the ordinary and
usual course, and there has not been (i) any Parker MAE or any
condition, event or development that reasonably may be expected to
result in a Parker MAE; (ii) any material change by Parker in its
accounting methods, principles or practices; (iii) any revaluation by
Parker or any of the Parker Subsidiaries of any of their respective
assets, including, without limitation, writing down the value of
inventory or writing off notes or accounts receivable other than in the
ordinary course of business; (iv) any declaration, setting aside or
payment of any dividends or distributions in respect of Parker Common
Stock, or any redemption, purchase or other acquisition of any of its
securities or any securities of any of the Parker Subsidiaries; (v) any
damage, destruction or loss (whether or not covered by insurance)
materially adversely affecting the properties or business of Parker and
the Parker Subsidiaries, taken as a whole; (vi) any increase in
indebtedness for borrowed money other than borrowings under existing
credit facilities or indebtedness incurred in the ordinary course of
business; or (vii) any granting of a security interest in or lien on
any material property or assets of Parker and the Parker Subsidiaries,
taken as a whole, other than (A) liens for taxes not due and payable or
which are being contested in good faith; (B) maritime liens and
mechanics', warehousemen's and other statutory liens incurred in the
ordinary course of business; (C) defects and irregularities in title
and encumbrances which are not substantial in character or amount and
do not materially impair the use of the property or asset in question;
and (D) liens securing indebtedness incurred in the ordinary course of
business (collectively, "Permitted Liens").
(h) Tax Representation. Parker has no plan or intention to (i)
liquidate the Surviving Corporation; (ii) merge the Surviving
Corporation with or into another corporation; (iii) sell or otherwise
dispose of the stock of the Surviving Corporation except for transfers
or successive transfers to one or more corporations controlled (within
the meaning of section 368(c) of the Code) in each case by the
transferor corporation; (iv) cause the Surviving Corporation to issue
additional shares of its capital stock that would result in Parker's
losing control (within the meaning of section 368(c) of the Code), of
the Surviving Corporation; (v) cause or permit the Surviving
Corporation to sell or otherwise dispose of any of its assets or of any
of the assets acquired from Sub except for dispositions made in the
ordinary course of business or transfers or successive transfers to one
or more corporations controlled (within the meaning of section 368(c)
of the Code) in each case by the transferor corporation; or (vi)
reacquire or cause any person related (as defined in Treas. Reg.
Section 1.368-1(e)(3)) to Parker to acquire any of the Parker Common
Stock issued to the Superior stockholders pursuant to the Merger.
Neither Parker nor any of the Parker Subsidiaries own any Superior
Common Stock. Following the Merger, the Surviving Corporation will
continue its historic business (within the meaning of Treas. Reg.
Section 1.368-1(d)) or use a
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significant portion of its historic business assets (within the meaning
of Regulation 1.368-1(d)) in a trade or business.
(i) Opinion of Financial Advisor. Parker has received the opinion
of Jefferies & Company, Inc. on the date of this Agreement to the
effect that the Merger Consideration is fair, from a financial point of
view, to Parker.
(j) Interim Operations of Sub. Sub was formed solely for the
purpose of engaging in the transactions contemplated hereby, has
engaged in no other business activities and has conducted its
operations only as contemplated hereby.
(k) No agent, broker, person or firm acting on behalf of Parker is
or will be entitled to any commission or broker's or finder's fee from
any of the parties hereto in connection with any of the transactions
contemplated herein, except fees to Jefferies & Company, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation, both to be paid by
Parker.
(l) Certain Business Practices. As of the date of this Agreement,
neither Parker or any of the Parker Subsidiaries nor any director,
officer, employee or agent of Parker or any of the Parker Subsidiaries
has (i) used any funds for unlawful contributions, gifts, entertainment
or other unlawful payments relating to political activity, (ii) made
any unlawful payment to any foreign or domestic government official or
employee or to any foreign or domestic political party or campaign or
violated any provision of the Foreign Corrupt Practices Act of 1977, as
amended (the "FCPA"), (iii) consummated any transaction, made any
payment, entered into any agreement or arrangement or taken any other
action in violation of Section 1128B(b) of the Social Security Act, as
amended (the "SSA"), or (iv) made any other unlawful payment.
2.2 REPRESENTATIONS AND WARRANTIES OF SUPERIOR. Superior hereby
represents and warrants to Parker that:
(a) Organization and Compliance with Law. Each of Superior and its
consolidated subsidiaries (the "Superior Subsidiaries") is a
corporation or a limited liability company duly organized, validly
existing and in good standing under the laws of the jurisdiction in
which it is chartered or organized and has all requisite corporate
power and authority and all necessary governmental authorizations to
own, lease and operate all of its properties and assets and to carry on
its business as now being conducted, except where the failure to be so
organized, existing or in good standing or to have such governmental
authority would not have a material adverse effect on the financial
condition, results of operations or business of Superior and the
Superior Subsidiaries, taken as a whole (a "Superior MAE"). A Superior
MAE shall not be deemed to include material adverse changes affecting
the oilfield services industry or the United States economy generally.
Except as set forth in Section 2.2(a) of the disclosure letter
delivered by Superior to Parker on the date hereof (the "Superior
Disclosure Letter"), each of Superior and the Superior Subsidiaries is
duly qualified as a foreign corporation to do business, and is in good
standing,
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in each jurisdiction in which the property owned, leased or operated by
it or the nature of the business conducted by it makes such
qualification necessary, except in such jurisdictions where the failure
to be duly qualified does not and would not, either individually or in
the aggregate, have a Superior MAE. Each of Superior and the Superior
Subsidiaries is in compliance with all applicable laws, judgments,
orders, rules and regulations, domestic and foreign, except where
failure to be in such compliance would not have a Superior MAE.
(b) Capitalization.
(i) The authorized capital stock of Superior consists of
40,000,000 shares of Superior Common Stock and 5,000,000 shares of
preferred stock, par value $.01 per share ("Superior Preferred Stock").
As of October 26, 1998, there were issued and outstanding 28,792,523
shares of Superior Common Stock, 474,500 shares of Superior Common
Stock were held as treasury shares and no shares of Superior Preferred
Stock were issued and outstanding. All issued shares of Superior Common
Stock were validly issued and are fully paid and nonassessable and no
holder thereof is entitled to preemptive rights. Except as set forth in
Section 2.2(b) of the Superior Disclosure Letter, Superior is not a
party to, and is not aware of, any voting agreement, voting trust or
similar agreement or arrangement relating to any class or series of its
capital stock, or any agreement or arrangement providing for
registration rights with respect to any capital stock or other
securities of Superior.
(ii) As of the date hereof, there were outstanding options
(the "Superior Options") to purchase an aggregate of 1,726,500 shares
of Superior Common Stock under the Amended and Restated Superior, Inc.
1995 Stock Incentive Plan (the "Superior Stock Option Plan"). Other
than as set forth in this Section 2.2(b) and in Section 2.2(b) (ii) of
the Superior Disclosure Letter, there are not now, and at the Effective
Time there will not be, any (A) shares of capital stock or other equity
securities of Superior outstanding other than Superior Common Stock
issuable pursuant to the exercise of Superior Options or (B)
outstanding options, warrants, scrip, rights to subscribe for, calls or
commitments of any character whatsoever relating to, or securities or
rights convertible into or exchangeable for, shares of any class of
capital stock of Superior, or contracts, understandings or arrangements
to which Superior is a party, or by which it is or may be bound, to
issue additional shares of its capital stock or options, warrants,
scrip or rights to subscribe for, or securities or rights convertible
into or exchangeable for, any additional shares of its capital stock.
(iii) Except as set forth in Section 2.2(b) of the Superior
Disclosure Letter, all outstanding shares of capital stock of the
Superior Subsidiaries (A) are owned by Superior or a wholly owned
subsidiary of Superior, free and clear of all liens, charges,
encumbrances, adverse claims and options of any nature, (B) were duly
authorized and validly issued and are fully paid and nonassessable, and
(C) have not been issued in violation of any preemptive rights. There
are not now, and at the Effective Time there will not be, any
outstanding options, warrants, scrip, rights to subscribe for, calls or
commitments of any character whatsoever relating to, or securities or
rights convertible into or exchangeable for, shares of any class of
capital stock of the Superior Subsidiaries, or contracts,
understandings or arrangements to which Superior or a Superior
Subsidiary is a party, or by which any of them
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is or may be bound, to issue additional shares of its capital stock or
options, warrants, scrip or rights to subscribe for, or securities or
rights convertible into or exchangeable for, any additional shares of
capital stock of any Superior Subsidiary. There are not now, and at the
Effective Time there will not be, any outstanding contractual
obligations of Superior or any of the Superior Subsidiaries to
repurchase, redeem or otherwise acquire any outstanding shares of
capital stock or other ownership interests of any such Superior
Subsidiary or to provide funds to or make any investment (in the form
of a loan, capital contribution or otherwise) in any such Superior
Subsidiary or any other entity.
(iv) Except for the Superior Subsidiaries or as set forth in
Section 2.2(b) of the Superior Disclosure Letter, Superior does not,
directly or indirectly, own of record or beneficially, or have the
right or obligation to acquire, any outstanding securities or other
interest in any corporation, partnership, joint venture or other
entity.
(c) Authorization and Validity of Agreement. Superior has all
requisite corporate power and authority to enter into this Agreement
and to perform its obligations hereunder. The execution and delivery by
Superior of this Agreement and the consummation by it of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action (subject only, with respect to the Merger,
to approval of this Agreement by its stockholders as provided for in
Section 5.1(a)). On or prior to the date hereof, the Board of Directors
of Superior has determined to recommend approval of the Merger to the
stockholders of Superior, and such determination is in effect as of the
date hereof. This Agreement has been duly executed and delivered by
Superior and is the valid and binding obligation of Superior,
enforceable against Superior in accordance with its terms, except as
the same may be limited by legal principles of general applicability
governing the application and availability of equitable remedies.
(d) No Approvals or Notices Required; No Conflict with Instruments
to which Superior or any of the Superior Subsidiaries is a Party.
Neither the execution and delivery of this Agreement nor the
performance by Superior of its obligations hereunder, nor the
consummation of the transactions contemplated hereby by Superior, will
(i) conflict with the certificate of incorporation or bylaws of
Superior or the charter or bylaws or other equivalent organizational
documents of any of the Superior Subsidiaries; (ii) assuming
satisfaction of the requirements set forth in clause (iii) below,
violate any provision of law applicable to Superior or any of the
Superior Subsidiaries; (iii) except for (A) requirements of federal or
state securities laws, (B) requirements arising out of the HSR Act, (C)
requirements of notice filings in such foreign jurisdictions as may be
applicable, and (D) the filing of a certificate of merger in accordance
with the DGCL, require any consent or approval of, or filing with or
notice to, any public body or authority, domestic or foreign, under any
provision of law applicable to Superior or any of the Superior
Subsidiaries; or (iv) require any consent, approval or notice under, or
violate, breach, be in conflict with or constitute a default (or an
event that, with notice or lapse of time or both, would constitute a
default) under, or permit the termination of any provision of, or
result in the creation or imposition of any lien upon any properties,
assets or business of Superior or any of the Superior Subsidiaries
under, any note, bond, indenture, mortgage, deed of trust, lease,
franchise, permit, authorization, license,
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contract, instrument or other agreement or commitment or any order,
judgment or decree to which Superior or any of the Superior
Subsidiaries is a party or by which Superior or any of the Superior
Subsidiaries or any of their respective assets or properties is bound
or encumbered, except (A) the approval by the stockholders of Superior
of this Agreement in accordance with Section 5.1(a), (B) those that
have already been given, obtained or filed, (C) those that are required
pursuant to bank loan agreements, as set forth in Section 2.2(d) of the
Superior Disclosure Letter, which Superior will use its reasonable
efforts to obtain prior to the Effective Time, and (D) those that, in
the aggregate, would not have a Superior MAE.
(e) Commission Filings; Financial Statements. Superior and each of
the Superior Subsidiaries have timely filed all reports, registration
statements and other filings, together with any amendments required to
be made with respect thereto, that they have been required to file with
the Commission under the Securities Act and the Exchange Act. All
reports, registration statements and other filings (including all
notes, exhibits and schedules thereto and documents incorporated by
reference therein) filed by Superior with the Commission since January
1, 1996 through the date of this Agreement, together with any
amendments thereto, are sometimes collectively referred to as the
"Superior Commission Filings." As of the respective dates of their
filing with the Commission, the Superior Commission Filings complied in
all material respects with the Securities Act, the Exchange Act and the
rules and regulations of the Commission thereunder, and did not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made,
not misleading.
Each of the consolidated financial statements (including any
related notes or schedules) included in the Superior Commission Filings
was prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be noted
therein or in the notes or schedules thereto) and complied with the
rules and regulations of the Commission. Such consolidated financial
statements fairly present the consolidated financial position of
Superior and the Superior Subsidiaries as of the dates thereof and the
results of operations, cash flows and changes in stockholders' equity
for the periods then ended (subject, in the case of the unaudited
interim financial statements, to normal year-end audit adjustments on a
basis consistent with past periods).
(f) Absence of Undisclosed Liabilities. Except as disclosed in
Section 2.2(f) of the Superior Disclosure Letter or in the Superior
Commission Filings, as of the date of this Agreement, neither Superior
nor any of the Superior Subsidiaries has any liabilities that are
reasonably likely to have, individually or in the aggregate, a Superior
MAE, except liabilities which are accrued or reserved against in the
consolidated balance sheet of Superior as of December 31, 1997 or June
30, 1998, included in the Superior Commission Filings or reflected in
the notes thereto. Neither Superior nor any Superior Subsidiary has
incurred or paid any liability since June 30, 1998, except for
liabilities incurred or paid (i) in the ordinary course of business
consistent with past practice, (ii) in connection with transactions
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contemplated by this Agreement, or (iii) pursuant to transactions not
prohibited by this Agreement.
(g) Conduct of Business in the Ordinary Course; Absence of Certain
Changes and Events. Since January 1, 1998, except as contemplated by
this Agreement or as disclosed in the Superior Commission Filings filed
with the Commission prior to the date hereof or as set forth in Section
2.2(g) of the Superior Disclosure Letter, Superior and the Superior
Subsidiaries have conducted their business only in the ordinary and
usual course, and there has not been (i) any Superior MAE, or any
condition, event or development that reasonably may be expected to
result in a Superior MAE; (ii) any material change by Superior in its
accounting methods, principles or practices; (iii) any revaluation by
Superior or any of the Superior Subsidiaries of any of their respective
assets, including, without limitation, writing down the value of
inventory or writing off notes or accounts receivable other than in the
ordinary course of business; (iv) any entry by Superior or any of the
Superior Subsidiaries into any commitment or transaction material to
Superior and the Superior Subsidiaries, taken as a whole; (v) any
declaration, setting aside or payment of any dividends or distributions
in respect of Superior Common Stock or any redemption, purchase or
other acquisition of any of its securities or any securities of any of
the Superior Subsidiaries; (vi) any damage, destruction or loss
(whether or not covered by insurance) materially adversely affecting
the properties or business of Superior and the Superior Subsidiaries,
taken as a whole; (vii) any increase in indebtedness for borrowed money
other than an increase as a result of borrowings under existing credit
facilities or indebtedness incurred in the ordinary course of business;
(viii) any granting of a security interest in or lien on any material
property or assets of Superior and the Superior Subsidiaries, taken as
a whole, other than Permitted Liens; or (ix) any increase in or
establishment of any bonus, insurance, severance, deferred
compensation, pension, retirement, profit sharing, stock option
(including, without limitation, the granting of stock options, stock
appreciation rights, performance awards or restricted stock awards),
stock purchase or other employee benefit plan or any other increase in
the compensation payable or to become payable to any officers or key
employees of Superior or any of the Superior Subsidiaries other than
those that are required under existing contractual arrangements.
(h) Litigation. Except as disclosed in the Superior Commission
Filings or as set forth in Section 2.2(h) of the Superior Disclosure
Letter, there are no claims, actions, suits, investigations, inquiries
or proceedings (including any proceedings in arbitration) pending or,
to the knowledge of Superior, threatened against or affecting Superior
or any of the Superior Subsidiaries or any of their respective
properties at law or in equity, or before or by any federal, state,
municipal or other governmental agency or authority, or before any
arbitration board or panel, wherever located, that individually or,
with respect to multiple actions, suits or proceedings that allege
similar theories of recovery based on similar facts, in the aggregate
if adversely determined could have a Superior MAE, or that involve the
risk of criminal liability. There are no claims pending or, to the
knowledge of Superior, threatened by any present or former officer,
director, employee or affiliate against Superior or any of the Superior
Subsidiaries for indemnification pursuant to any statute,
organizational
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document, contract or otherwise with respect to any action, suit,
investigation or proceeding pending in any court or before or by any
governmental authority.
(i) Employee Benefit Plans.
(i) Section 2.2(i) of the Superior Disclosure Letter
provides a list of each of the following which is sponsored, maintained
or contributed to by Superior, a Superior Subsidiary or any
corporation, trade, business or entity under common control with
Superior or a Superior Subsidiary within the meaning of section 414(b),
(c), (m) or (o) of the Code or Section 4001 of ERISA (as defined below)
(a "Superior ERISA Affiliate") for the benefit of its current or former
employees, officers or directors as of the Closing Date:
(A) each "employee benefit plan" ("Plan"), as such term
is defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"); and
(B) each personnel policy, stock option plan, collective
bargaining agreement, bonus plan or arrangement, incentive
award plan or arrangement, vacation policy, severance pay
plan, policy or agreement, deferred compensation agreement or
arrangement, executive compensation or supplemental income
arrangement, consulting agreement, employment agreement and
each other employee benefit plan, agreement, arrangement,
program, practice or understanding that is not described in
Section 2.2(i)(i)(A) ("Benefit Program or Agreement").
True and complete copies of each of the Plans, Benefit Programs or
Agreements, related trusts, if applicable, and all amendments thereto,
have been or on request will be furnished to Parker.
(ii) None of Superior, any Superior Subsidiary or any
Superior ERISA Affiliate contributes to or has an obligation to
contribute to, or has at any time contributed to or had an obligation
to contribute to, a plan subject to Title IV of ERISA, including,
without limitation, a multiemployer plan within the meaning of Section
3(37) of ERISA.
(iii) Except as otherwise set forth in Section 2.2(i) of the
Superior Disclosure Letter:
(A) each Plan and each Benefit Program or Agreement has
been administered, maintained and operated in all material
respects in accordance with the terms thereof and in
compliance with its governing documents and applicable law
(including, where applicable, ERISA and the Code);
(B) there is no matter pending with respect to any of
the Plans before any governmental agency, and there are no
actions, suits or claims pending (other than routine claims
for benefits) or, to the knowledge of Superior, threatened
against, or with respect to, any of the Plans or Benefit
Programs or Agreements or their assets;
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(C) no act, omission or transaction has occurred which
would result in the imposition on Superior, any Superior
Subsidiary or any Superior ERISA Affiliate of breach of
fiduciary duty liability damages under Section 409 of ERISA, a
civil penalty assessed pursuant to Subsections (c), (i) or (1)
of Section 502 of ERISA or a tax imposed pursuant to Chapter
43 of Subtitle D of the Code;
(D) the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not
require Superior, any Superior Subsidiary or any Superior
ERISA Affiliate to make a larger contribution to, or pay
greater benefits under, any Plan, Benefit Program or Agreement
than it otherwise would, whether or not some other subsequent
action or event would be required to cause such payment or
provision to be triggered, or create or give rise to any
additional vested rights or service credits under any Plan or
Benefit Program or Agreement; and
(E) each of the Plans intended to be qualified under
section 401 of the Code (1) satisfies in form the requirements
of such section except to the extent amendments are not
required by law to be made until a date after the Closing
Date, (2) has received a favorable determination letter from
the Internal Revenue Service regarding such qualified status,
(3) has not, since receipt of the most recent favorable
determination letter, been amended, and (4) has not been
operated in a way that would adversely affect its qualified
status.
(iv) In connection with the consummation of the transactions
contemplated by this Agreement, no payments of money or other property,
acceleration of benefits, or provisions of other rights have or will be
made hereunder, under any agreement contemplated hereby, or under the
Plans or Benefit Programs or Agreements that would be reasonably likely
to result in the imposition of the sanctions imposed under sections
280G and 4999 of the Code, whether or not some other subsequent action
or event would be required to cause such payment, acceleration or
provision to be triggered.
(v) Each Plan may be unilaterally amended or terminated in
its entirety without liability except as to benefits accrued thereunder
prior to such amendment or termination.
(j) Taxes. Except as set forth in Section 2.2(j) of the Superior
Disclosure Letter, all federal and all material state, local, foreign
returns, declarations, reports, including claims for refunds,
estimates, information returns and statements (including any amendments
thereof) ("Tax Returns") of or relating to any Taxes (as hereinafter
defined) that are required to be filed on or before the Closing Date by
or with respect to Superior or any of the Superior Subsidiaries, or any
other corporation that is or was a member of an affiliated group
(within the meaning of section 1504(a) of the Code) of corporations of
which Superior was a member for any period ending on or prior to the
Closing Date, have been or will be duly and timely filed with
appropriate governmental authorities, and all Taxes, including interest
and penalties, due and payable with respect to the periods covered by
such Tax Returns or
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otherwise required to be duly paid or deposited by or with respect to
Superior or any of the Superior Subsidiaries have been paid or
adequately provided for in reserves established by Superior. Except as
set forth in Section 2.2(j) of the Superior Disclosure Letter, all U.S.
Federal Income Tax Returns of or with respect to Superior or any of the
Superior Subsidiaries have been audited by the applicable governmental
authority, or the applicable statute of limitations has expired, for
all periods up to and including the tax year ended December 31, 1994.
There is no material claim against Superior or any of the Superior
Subsidiaries with respect to any Taxes, and no material assessment,
deficiency or adjustment has been asserted or proposed with respect to
any Tax Return of or with respect to Superior or any of the Superior
Subsidiaries that has not been adequately provided for in reserves
established by Superior in the consolidated financial statements
included in the Superior Commission Filings. The total amounts set up
as liabilities for current and deferred Taxes in the consolidated
financial statements included in the Superior Commission Filings have
been prepared in accordance with generally accepted accounting
principles and are sufficient to cover the payment of all material
Taxes, including any penalties or interest thereon and whether or not
assessed or disputed, that are, or are hereafter found to be, or to
have been, due with respect to the operations of Superior and the
Superior Subsidiaries through the periods covered thereby. Superior and
each of the Superior Subsidiaries have (and as of the Closing Date will
have) made all deposits (including estimated tax payments for taxable
years for which the consolidated federal income tax return is not yet
due) required with respect to Taxes. Except as set forth in Section
2.2(j) of the Superior Disclosure Letter, no waiver or extension of any
statute of limitations as to any federal, local or foreign Tax matter
has been given by or requested from Superior or any of the Superior
Subsidiaries, and none of such Tax Returns are now under audit or
examination by any federal, state, local or foreign or other
governmental entity. Except for statutory liens for current Taxes not
yet due, no liens for Taxes exist upon the assets of either Superior or
the Superior Subsidiaries. Except as set forth in Section 2.2(j) of the
Superior Disclosure Letter, neither Superior nor any of the Superior
Subsidiaries (i) has filed consolidated income Tax Returns with any
corporation, other than consolidated federal and state income Tax
Returns with Superior, for any taxable period which is not now closed
by the applicable statute of limitations, (ii) is a party to any tax
sharing or tax indemnity agreement, or (iii) has any liability for
Taxes of any other person (other than current members of Superior's
affiliated group of corporations) under Treas. Reg. Section 1.1502-6
(or any similar provision of state, local or foreign law), as a
transferee or successor, by contract or otherwise. Neither Superior nor
the Superior Subsidiaries has any income or gain resulting from any
intercompany transaction as described in Treas. Reg. Section 1.1502-13.
Superior and the Superior Subsidiaries have made available to
Parker true and correct copies of all federal, state and local income
and franchise Tax Returns, examination reports and statements of
deficiencies asserted or assessed against or agreed to by Superior or
any Superior Subsidiary for all open Tax periods. None of the assets of
Superior or the Superior Subsidiaries (i) is property that is required
to be treated as being owned by any other person pursuant to the "safe
harbor lease" provisions of former section 168(f)(8) of the Code, (ii)
is "tax-exempt use property" within the meaning of section 168(h) of
the Code, or (iii) secures any debt the interest on which is tax-exempt
under section 103(a) of the Code.
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For purposes of this Agreement, "Tax" or "Taxes" means any and all
taxes, fees, levies, duties, tariffs, imposts and other charges of any
kind (together with any and all interest, penalties, additions to tax
and additional amounts imposed with respect thereto) imposed by any
government or taxing authority, including, without limitation, taxes or
other charges on or with respect to income, franchises, severance,
gross receipts, property, sales, use, capital stock, payroll,
employment, social security, workers' compensation, unemployment
compensation, disability or net worth; taxes or other charges in the
nature of excise, withholding, ad valorem, stamp, transfer, value added
or gains taxes; license, registration and documentation fees; and
custom duties, tariffs and similar charges whether or not disputed.
(k) Environmental Matters. Except for matters disclosed in the
Superior Commission Filings or as set forth in Section 2.2(k) of the
Superior Disclosure Letter and except for matters that in the aggregate
would not have a Superior MAE, (i) the properties, operations and
activities of Superior and the Superior Subsidiaries comply with all
applicable Environmental Laws (as defined below); (ii) Superior and the
Superior Subsidiaries and the properties and operations of Superior and
the Superior Subsidiaries are not subject to any existing, pending or,
to the knowledge of Superior, threatened action, suit, investigation,
inquiry or proceeding by or before any governmental authority under any
Environmental Law; (iii) all notices, permits, licenses or similar
authorizations, if any, required to be obtained or filed by Superior or
the Superior Subsidiaries under any Environmental Law in connection
with any aspect of the business of Superior or the Superior
Subsidiaries, including without limitation those relating to the
treatment, storage, disposal or release of a hazardous substance or
solid waste, have been duly obtained or filed and will remain valid and
in effect after the Merger, and Superior and the Superior Subsidiaries
are in compliance with the terms and conditions of all such notices,
permits, licenses and similar authorizations; (iv) Superior and the
Superior Subsidiaries have satisfied and are currently in compliance
with all financial responsibility requirements applicable to their
operations and imposed by the U.S. Coast Guard and Minerals Management
Service pursuant to OPA (as hereinafter defined) or by any other
governmental authority under any other Environmental Law, and Superior
and the Superior Subsidiaries have not received any notice of
noncompliance with any such financial responsibility requirements; (v)
to the knowledge of Superior, there are no physical or environmental
conditions existing on any property of Superior and the Superior
Subsidiaries or resulting from Superior's and the Superior
Subsidiaries' operations or activities, past or present, at any
location, that would give rise to any on-site or off-site remedial
obligations under any Environmental Laws; (vi) to the knowledge of
Superior, since the effective date of the relevant requirements of
applicable Environmental Laws, all hazardous substances or solid wastes
generated by Superior or any of the Superior Subsidiaries or used in
connection with any of their properties or operations have been
transported only by carriers authorized under Environmental Laws to
transport such substances and wastes, and disposed of only at
treatment, storage and disposal facilities authorized under
Environmental Laws to treat, store or dispose of such substances and
wastes, and, to the knowledge of Superior, such carriers and facilities
have been and are operating in compliance with such authorizations and
are not the subject of any existing, pending or overtly threatened
action, investigation or inquiry by any governmental authority
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in connection with any Environmental Laws; (vii) there has been no
exposure of any person or property to hazardous substances, solid
waste, or any pollutant or contaminant, nor has there been any release
of hazardous substances, solid waste, or any pollutant or contaminant
into the environment by Superior or the Superior Subsidiaries or in
connection with any of their properties or operations that could
reasonably be expected to give rise to any claim for damages or
compensation; and (viii) Superior and the Superior Subsidiaries have
made available to Parker true and correct copies of all internal and
external environmental audits and studies and all correspondence on
substantial environmental matters in the possession of Superior and the
Superior Subsidiaries relating to any of the current or former
properties or operations of Superior and the Superior Subsidiaries.
For purposes of this Agreement, the term "Environmental Laws"
shall mean any and all laws, statutes, ordinances, rules, regulations,
orders or determinations of any Governmental Authority pertaining to
health or the environment currently in effect in any and all
jurisdictions in which the party in question and its subsidiaries own
property or conduct business, including, without limitation, the Clean
Air Act, as amended, the Comprehensive Environmental, Response,
Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the
Federal Water Pollution Control Act, as amended, the Occupational
Safety and Health Act of 1970, as amended, the Resource Conservation
and Recovery Act of 1976 ("RCRA"), as amended, the Safe Drinking Water
Act, as amended, the Toxic Substances Control Act, as amended, the
Hazardous & Solid Waste Amendments Act of 1984, as amended, the
Superfund Amendments and Reauthorization Act of 1986, as amended, the
Hazardous Materials Transportation Act, as amended, the Oil Pollution
Act of 1990 ("OPA"), any state laws pertaining to the handling of oil
and gas exploration and production wastes or the use, maintenance and
closure of pits and impoundments, and all other environmental
conservation or protection laws. For purposes of this Agreement, the
terms "hazardous substance" and "release" have the meanings specified
in CERCLA, and the terms "solid waste" and "disposal" have the meanings
specified in RCRA; provided, however, that to the extent the laws of
the state in which the property is located establish a meaning for
"hazardous substance," "release," "solid waste" or "disposal" that is
broader than that specified in either CERCLA or RCRA, such broader
meaning shall apply. For purposes of this Agreement, the term
"Governmental Authority" includes the United States, the state, county,
city and political subdivisions in which the party in question owns
property or conducts business, and any agency, department, commission,
board, bureau or instrumentality of any of them that exercises
jurisdiction over the party in question.
(l) Severance Payments. Except as set forth in Section 2.2(l) of
the Superior Disclosure Letter, none of Superior or the Superior
Subsidiaries will owe a severance payment or similar obligation to any
of their respective employees, officers or directors as a result of the
Merger or the transactions contemplated by this Agreement, nor will any
of such persons be entitled to severance payments or other benefits as
a result of the Merger or the transactions contemplated by this
Agreement in the event of the subsequent termination of their
employment.
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(m) Voting Requirements. The affirmative vote of the holders of a
majority of the outstanding shares of Superior Common Stock is the only
vote of the holders of any class or series of the capital stock of
Superior necessary to approve this Agreement and the Merger.
(n) Section 162(m) of the Code. Except as disclosed in Section
2.2(n) of the Superior Disclosure Letter, the disallowance of a
deduction under section 162(m) of the Code for employee remuneration
will not apply to any amount paid or payable by Superior or the
Surviving Corporation or any of their subsidiaries under any contract,
benefit plan, program, arrangement or understanding of Superior
currently in effect.
(o) Brokers. No agent, broker, person or firm acting on behalf of
Superior is or will be entitled to any commission or broker's or
finder's fee from any of the parties hereto in connection with any of
the transactions contemplated herein, except fees to Johnson Rice &
Company L.L.C. to be paid by Superior.
(p) Labor Relations. Except as set forth in Section 2.2(p) of the
Superior Disclosure Letter, neither Superior nor any of the Superior
Subsidiaries is a party to, or bound by, any collective bargaining
agreement, contract or other agreement or understanding with respect to
a labor union or labor organization, and, to the knowledge of Superior,
there are no organizational efforts with respect to the formation of a
collective bargaining unit presently being made or threatened involving
employees of Superior or any of the Superior Subsidiaries. There are no
unfair labor practice complaints against Superior or any of the
Superior Subsidiaries pending before the National Labor Relations Board
and there is no labor strike, dispute, slow down or stoppage, or any
union organizing campaign, actually pending or, to the knowledge of
Superior, threatened against Superior or any of the Superior
Subsidiaries, except for any such proceedings which would not
reasonably be expected to have a Superior MAE.
(q) Insurance. Section 2.2(q) of the Superior Disclosure Letter
sets forth a list and brief description of the insurance policies of
Superior and the Superior Subsidiaries relating to their properties and
the conduct of their business. All premiums due and arising thereon
have been paid and such policies are in full force and effect. True and
correct copies of all such insurance policies have been or on request
will be made available to Parker.
(r) Title to Properties. Superior or the Superior Subsidiaries,
individually or together, have good and marketable title to all of the
properties reflected in Superior's consolidated balance sheet as of
June 30, 1998 (the "Consolidated Balance Sheet"), other than any
properties reflected in Superior's Consolidated Balance Sheet that (i)
have been sold or otherwise disposed of since the date of Superior's
Consolidated Balance Sheet in the ordinary course of business
consistent with past practice or (ii) are not, individually or in the
aggregate, material to Superior, free and clear of security interests
or liens, other than (y) liens the existence of which is reflected in
Superior's Consolidated Financial Statements, and (z) Permitted Liens.
Superior or the Superior Subsidiaries, individually or together, hold
under valid lease agreements all real and personal properties reflected
in Superior's Consolidated Balance Sheet as being held under
capitalized leases, and all real and personal
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property that is subject to operating leases, and enjoy peaceful and
undisturbed possession of such properties under such leases, other than
(i) any properties as to which such leases have expired in accordance
with their terms without any liability of any party thereto since the
date of Superior's Consolidated Balance Sheet and (ii) any properties
that, individually or in the aggregate, are not material to Superior.
Neither Superior nor any Superior Subsidiary has received any written
notice of any adverse claim to the title to any properties owned by
them or with respect to any lease under which any properties are held
by them, other than any claims that, individually or in the aggregate,
could not reasonably be expected to have a Superior MAE.
(s) Permits; Compliance. Superior and the Superior Subsidiaries
have obtained all permits, licenses, authorizations, orders,
certificates, registrations or other approvals (collectively,
"Permits") that are necessary to carry on their businesses as currently
conducted, except for any such Permits as to which, individually or in
the aggregate, the failure to possess could not reasonably be expected
to have a Superior MAE. Such Permits are in full force and effect, have
not been violated in any respect that could reasonably be expected to
have a Superior MAE and no suspension, revocation or cancellation
thereof has been threatened, and there is no action, proceeding or
investigation pending or threatened regarding suspension, revocation or
cancellation of any of such Permits, except where the suspension,
revocation or cancellation of such Permits could not reasonably be
expected to have a Superior MAE.
(t) Contingent Payment Obligations. Set forth in Section 2.2(t) of
the Superior Disclosure Letter is a listing of all contingent amounts
required by Superior or any Superior Subsidiary to be paid after the
Effective Time relating to acquisitions by Superior or any Superior
Subsidiary completed prior to the Effective Time.
(u) Certain Business Practices. As of the date of this Agreement,
neither Superior or any of the Superior Subsidiaries nor any director,
officer, employee or agent of Superior or any of the Superior
Subsidiaries has (i) used any funds for unlawful contributions, gifts,
entertainment or other unlawful payments relating to political
activity, (ii) made any unlawful payment to any foreign or domestic
government official or employee or to any foreign or domestic political
party or campaign or violated any provision of the FCPA, (iii)
consummated any transaction, made any payment, entered into any
agreement or arrangement or taken any other action in violation of
Section 1128B(b) of the SSA, or (iv) made any other unlawful payment.
(v) Opinion of Financial Advisor. Superior has received the
opinion of Johnson Rice & Company on the date of this Agreement to the
effect that the Merger Consideration is fair, from a financial point of
view, to the holders of Superior Common Stock.
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ARTICLE III
COVENANTS OF SUPERIOR PRIOR TO THE EFFECTIVE TIME
Superior covenants and agrees as follows:
3.1 CONDUCT OF BUSINESS BY SUPERIOR PENDING THE MERGER. From the date
of this Agreement until the Effective Time, unless Parker shall otherwise agree
in writing or as otherwise expressly contemplated by this Agreement or set forth
in Section 3.1 of the Superior Disclosure Letter:
(a) the business of Superior and the Superior Subsidiaries shall
be conducted only in, and Superior and the Superior Subsidiaries shall
not take any action except in, the ordinary course of business and
consistent with past practice;
(b) Superior shall not, directly or indirectly, (i) issue, sell,
pledge, dispose of or encumber, or permit any Superior Subsidiary to
issue, sell, pledge, dispose of or encumber, any capital stock of
Superior or any Superior Subsidiary except upon the exercise of the
options set forth in Section 2.2(b)(ii) of the Superior Disclosure
Letter, upon the exercise of Superior Options or upon conversion of any
convertible securities of Superior outstanding as of the date of this
Agreement; (ii) amend or propose to amend the respective charters or
bylaws of Superior or any Superior Subsidiary; (iii) split, combine or
reclassify any outstanding capital stock, or declare, set aside or pay
any dividend payable in cash, stock, property or otherwise with respect
to its capital stock whether now or hereafter outstanding; (iv) redeem,
purchase or acquire or offer to acquire, or permit any of the Superior
Subsidiaries to redeem, purchase or acquire or offer to acquire, any of
its or their capital stock; (v) enter into any contract, agreement,
commitment or arrangement with respect to any of the matters set forth
in this Section 3.1(b); (vi) enter into, adopt or (except as may be
required by law and except for an amendment to the Superior Stock
Option Plan (or any option agreements existing thereunder) to provide
the Board of Directors of Superior (or a duly appointed committee
thereof) with the power to take the actions required pursuant to
Section 5.7) amend or terminate any bonus, profit sharing,
compensation, severance, termination, stock option, stock appreciation
right, restricted stock, performance unit, stock equivalent, stock
purchase, pension, retirement, deferred compensation, employment,
severance or other employee benefit agreement, trust, plan, fund or
other arrangement for the benefit or welfare of any director, officer
or employee; (vii) increase in any manner the compensation or fringe
benefits of any director, officer or key employee, other than those
that are required under existing contractual arrangements; (viii)
except as provided in Section 5.7, pay to any director, officer or
employee any benefit not required by any employee benefit agreement,
trust, plan, fund or other arrangement as in effect on the date hereof;
(ix) commence any legal proceedings other than in accordance with past
practice or settle any legal proceedings or claims against Superior or
any Superior Subsidiary not covered by insurance for an amount or
amounts in excess of $50,000 in the aggregate; or (x) lend or advance
any funds or otherwise extend credit to any person other than Superior
or a Superior
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Subsidiary except for advances to employees for business related
expenses consistent with past practice and trade credit extended in the
ordinary course of business;
(c) Superior shall use its reasonable efforts (i) to preserve
intact the business organization of Superior and each of the Superior
Subsidiaries; (ii) to maintain in effect any authorizations or similar
rights of Superior and each of the Superior Subsidiaries; (iii) to keep
available the services of the current officers and key employees of
Superior and the Superior Subsidiaries; (iv) to preserve the goodwill
of those having business relationships with it and the Superior
Subsidiaries; (v) to maintain and keep its properties and the
properties of the Superior Subsidiaries in as good a repair and
condition as presently exists, except for deterioration due to ordinary
wear and tear and damage due to casualty; and (vi) to maintain in full
force and effect insurance comparable in amount and scope of coverage
to that currently maintained by it and the Superior Subsidiaries;
(d) Without the prior written consent of Parker, which consent
will not be unreasonably withheld, Superior shall not make or agree to
make, or permit any of the Superior Subsidiaries to make or agree to
make, new capital expenditures; provided, however, that Superior may
incur up to $5.3 million of capital expenditures in the fourth quarter
of 1998 pursuant to their 1998 capital expenditure budget previously
disclosed to Parker and may incur up to an aggregate of $200,000 in
1999;
(e) Without the prior written consent of Parker, which consent
will not be unreasonably withheld, Superior shall not, and shall not
permit any of the Superior Subsidiaries to (i) sell, pledge, dispose of
or encumber any material portion of its assets; (ii) incur, assume or
guarantee indebtedness for money borrowed, other than borrowings under
their revolving line of credit in the ordinary course of business; or
(iii) prepay any indebtedness or other material liability, except
prepayments of indebtedness pursuant to or required by revolving lines
of credit and prepayments made to obtain prepayment discounts
consistent with prior practices;
(f) Superior shall not, and shall not permit any of the Superior
Subsidiaries to, authorize, propose or announce an intention to
authorize or propose, or enter into an agreement with respect to, any
merger, consolidation or business combination (other than the Merger)
or any acquisition of a material amount of assets or securities, or
otherwise acquire direct or indirect control over any other person,
except for (i) purchases of U.S. Treasury securities or U.S. government
agency securities, which in either case have maturities of three years
or less, (ii) other investments in connection with cash management
activities consistent with past practice, or (iii) purchases of
inventory, spares and replacements consistent with past practices;
(g) Superior shall, and shall cause the Superior Subsidiaries to,
perform their respective obligations under any contracts and agreements
to which any of them is a party or to which any of their assets is
subject;
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(h) Superior shall not, and shall not permit any of the Superior
Subsidiaries to, take any action that would, or that reasonably could
be expected to, result in any of the representations and warranties set
forth in this Agreement becoming untrue or any of the conditions to the
Merger set forth in Article VI not being satisfied. Superior promptly
shall advise Parker orally and in writing of any change or event
having, or which, insofar as reasonably can be foreseen, would have, a
Superior MAE; and
(i) Superior shall, and shall cause the Superior Subsidiaries to,
make available to Parker and its representatives such information with
respect to the business and affairs of Superior and the Superior
Subsidiaries as Parker shall reasonably request, and shall confer at
such times as Parker may reasonably request with one or more
representatives of Parker to report material operational matters and
the general status of ongoing operations.
3.2 NO SOLICITATION. From and after the date of this Agreement,
neither Superior nor any Superior Subsidiary shall, directly or indirectly,
through any officer, director, employee, representative or agent of Superior or
any of the Superior Subsidiaries, (i) solicit or knowingly encourage, including
by way of furnishing information, or take any other action to knowingly
facilitate the initiation of any inquiries or proposals regarding (A) any
merger, combination, tender offer, share exchange, sale of shares of capital
stock or similar business combination transactions involving Superior or the
Superior Subsidiaries, or the acquisition, directly or indirectly, of a material
interest in any voting securities of Superior or any of the Superior
Subsidiaries or (B) any sale or other disposition, directly or indirectly, of 5%
or more of the assets of Superior and the Superior Subsidiaries, taken as a
whole (any of the transactions being referred to herein as a "Superior
Acquisition Transaction"), (ii) negotiate or otherwise engage in discussions
with any person (other than Parker, Sub or their directors, officers, employees,
agents and representatives) with respect to any Superior Acquisition
Transaction, (iii) enter into any agreement, arrangement or understanding
requiring it to terminate or fail to consummate the Merger or any other
transactions contemplated by this Agreement; or (iv) agree to endorse or endorse
any Superior Acquisition Transaction; provided, however, that nothing in this
Section 3.2 or elsewhere in this Agreement shall prevent the members of the
Board of Directors of Superior from (i) furnishing information to (but only
pursuant to a confidentiality agreement substantially similar to the
Confidentiality Agreement between Superior and Parker dated October 22, 1998
(the "Confidentiality Agreement")) or entering into discussions or negotiations
with any person or group that makes an unsolicited bona fide written proposal
for a Superior Acquisition Transaction (an "Alternative Proposal"), if, and only
to the extent that, (A) the Board of Directors of Superior, based on the written
opinion of outside counsel (a copy of which shall be provided promptly to
Parker), determines in good faith that such action is required for the Board of
Directors of Superior to comply with its fiduciary duties to stockholders
imposed by law, (B) such Alternative Proposal is not conditioned on the receipt
of financing, the Board of Directors of Superior has reasonably concluded in
good faith that the person or group making such Alternative Proposal will have
adequate sources of financing to consummate such Alternative Proposal and that
such Alternative Proposal is more favorable to the stockholders of Superior than
the Merger, and the Board of Directors of Superior has received a written
opinion from a nationally-recognized investment banking firm (a copy of which
shall be provided promptly to Parker) to the effect that the consideration to be
received by stockholders of Superior in connection with such Alternative
Proposal is superior, from a financial point of view, to the consideration to be
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received by them in the Merger, (C) prior to furnishing such information to, or
entering into discussions or negotiations with, such person or entity, Superior
provides written notice to Parker to the effect that it is furnishing
information to, or entering into negotiations with, such person or group, and
(D) Superior keeps Parker informed of the status and all material information
with respect to any such discussions or negotiations, and (ii) to the extent
applicable, complying with Rule 14e-2 promulgated under the Exchange Act with
regard to an Alternative Proposal.
3.3 AFFILIATE LETTERS. At least 30 days prior to the Closing Date,
Superior shall deliver to Parker a list, which shall be reasonably acceptable to
Parker, identifying all persons whom it believes are, at the time this Agreement
is submitted for approval to the stockholders of Superior, "affiliates" of
Superior for purposes of Rule 145 under the Securities Act. Superior shall
deliver or cause to be delivered to Parker on or prior to the Closing Date a
duly executed affiliate letter in the form of Exhibit A (an "Affiliate's
Agreement") for each such "affiliate" of Superior. Parker shall be entitled to
place legends as specified in such Affiliate's Agreements on the certificates
evidencing any Parker Common Stock to be received by such affiliates pursuant to
the terms of this Agreement and to issue appropriate stop transfer instructions
to the transfer agent for Parker Common Stock consistent with the terms of such
Affiliate's Agreements.
3.4 OBTAIN TAX OPINION. Superior shall use its best efforts to obtain
the tax opinion referred to in Section 6.3(d) hereof.
ARTICLE IV
COVENANTS OF PARKER PRIOR TO THE EFFECTIVE TIME
Parker covenants and agrees as follows:
4.1 CONDUCT OF BUSINESS BY PARKER PENDING THE MERGER. From the date of
this Agreement until the Effective Time, unless Superior shall otherwise agree
in writing or as otherwise expressly contemplated by this Agreement, Parker
shall not, and shall not permit any of the Parker Subsidiaries to, take any
action that would, or that reasonably could be expected to, result in any of the
representations and warranties set forth in this Agreement becoming untrue or
any of the conditions to the Merger set forth in Article VI not being satisfied.
Parker promptly shall advise Superior orally and in writing of any change or
event having, or which, insofar as reasonably can be foreseen, would have, a
Parker MAE.
4.2 STOCK EXCHANGE LISTING. Parker shall use all reasonable efforts to
cause the shares of Parker Common Stock to be issued in the Merger and the
shares of Parker Common Stock to be reserved for issuance upon the exercise of
Superior Options to be assumed by Parker in the Merger, if any, to be approved
for listing on the New York Stock Exchange (the "NYSE"), subject to official
notice of issuance, prior to the Closing Date.
4.3 OBTAIN TAX OPINION. Parker shall use its best efforts to obtain
the tax opinion referred to in Section 6.2(f) hereof.
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4.4 AVAILABLE INFORMATION. Parker shall, and shall cause the Parker
Subsidiaries to, make available to Superior and its representatives such
information with respect to the business and affairs of Parker and the Parker
Subsidiaries as Superior shall reasonably request, and shall confer at such
times as Superior may reasonably request with one or more representatives of
Superior to report material operation matters and the general status of ongoing
operations.
4.5 FUTURE ACQUISITIONS. Parker shall not, and shall not permit any of
the Parker Subsidiaries to, enter into an agreement with respect to, any merger,
consolidation or business combination (other than the Merger) or any acquisition
of a material amount of assets or securities, or otherwise acquire direct or
indirect control over any other person, to the extent such transaction would
prohibit the consummation of this transaction.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1 MEETINGS OF STOCKHOLDERS.
(a) Superior shall, promptly after the date of this Agreement,
take all actions necessary in accordance with the DGCL and its certificate of
incorporation and bylaws to convene a special meeting of the Superior
stockholders to consider approval and adoption of this Agreement and the Merger
(the "Superior Stockholders' Meeting"), and Superior shall consult with Parker
in connection therewith. Subject to Section 3.2 hereof and to the fiduciary
duties of its Board of Directors, the Board of Directors of Superior shall
recommend to the stockholders of Superior the approval of this Agreement and
Superior shall use all reasonable efforts to solicit from stockholders of
Superior proxies in favor of the approval and adoption of this Agreement and the
Merger and to secure the vote or consent of stockholders required by the DGCL
and its certificate of incorporation and bylaws to approve and adopt this
Agreement and the Merger (the "Required Superior Vote").
(b) Parker shall, promptly after the date of this Agreement, take
all actions necessary in accordance with the DGCL and its certificate of
incorporation and bylaws to convene a special meeting of Parker's stockholders
(the "Parker Stockholders' Meeting") to consider approval of the Charter
Amendment and the Share Issuance, and Parker shall consult with Superior in
connection therewith. Subject to the fiduciary duties of its Board of Directors,
the Board of Directors of Parker shall recommend to the stockholders of Parker
the approval of the Charter Amendment and the Share Issuance and Parker shall
use all reasonable efforts to solicit from stockholders of Parker proxies in
favor of the approval of the Charter Amendment and the Share Issuance and to
secure the vote or consent of the stockholders of Parker required by the DGCL
and the rules of the NYSE to approve the Charter Amendment and the Share
Issuance (the "Required Parker Vote").
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5.2 REGISTRATION STATEMENT; PROXY STATEMENTS.
(a) Joint Proxy Statement/Prospectus. As promptly as practicable
after the execution of this Agreement, Parker and Superior shall jointly prepare
and file with the Commission a joint proxy statement and forms of proxies in
connection with (i) the solicitation of proxies to be voted at the Parker
Stockholders' Meeting with respect to the Charter Amendment and the Share
Issuance and (ii) in connection with the solicitation of proxies to be voted at
the Superior Stockholders' Meeting with respect to this Agreement and the Merger
(such joint proxy statement, together with any amendments thereof or supplements
thereto effected prior to the effective date of the Registration Statement,
being the "Joint Proxy Statement"). As soon as practicable after the date
hereof, Parker shall prepare and file with the Commission a registration
statement on Form S-4 (such registration statement, together with any amendments
thereof or supplements thereto, being the "Registration Statement"), containing
a Joint Proxy Statement for stockholders of Parker and a proxy
statement/prospectus for stockholders of Superior in connection with the
registration under the Securities Act of the offering, sale and delivery of the
Parker Common Stock to be issued pursuant to this Agreement upon consummation of
the Merger to stockholders of Superior (the "Joint Proxy Statement/Prospectus").
Each of Parker and Superior shall furnish all information concerning it and the
holders of its capital stock as the other may reasonably request in connection
with such actions. Each of Parker and Superior will use all reasonable efforts
to have or cause the Registration Statement to become effective as promptly as
practicable, and shall take any action required to be taken under any applicable
federal or state securities laws in connection with the issuance of shares of
Parker Common Stock in the Merger. As promptly as practicable after the
Registration Statement shall have become effective, (x) Parker shall mail the
Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and
to vote at the Parker Stockholders' Meeting and (y) Superior shall mail the
Joint Proxy Statement/Prospectus to its stockholders entitled to notice of and
to vote at the Superior Stockholders' Meeting.
(b) Superior Information. The information supplied by Superior for
inclusion in the Registration Statement shall not, at the time the Registration
Statement is declared effective, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading. The information supplied by
Superior for inclusion in the Joint Proxy Statement/Prospectus shall not, at the
date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first
mailed to stockholders of Parker, at the date (if different) the Joint Proxy
Statement/Prospectus (or any supplement thereto) is first mailed to stockholders
of Superior, at the time of the Parker Stockholders' Meeting, at the time (if
different) of the Superior Stockholders' Meeting or at the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. If at any time prior to the Effective Time any event or circumstance
relating to Superior or any of the Superior Subsidiaries, or their respective
officers or directors, should be discovered by Superior that should be set forth
in an amendment to the Registration Statement or a supplement to the Joint Proxy
Statement/Prospectus, Superior shall promptly inform Parker. All documents that
Superior is responsible for filing with the Commission in connection with the
transactions contemplated herein shall comply as to form in all material
respects with the
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applicable requirements of the Securities Act and the regulations thereunder and
the Exchange Act and the regulations thereunder.
(c) Parker Information. The information supplied by Parker for
inclusion in the Registration Statement shall not, at the time the Registration
Statement is declared effective, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading. The information supplied by
Parker for inclusion in the Joint Proxy Statement/Prospectus shall not, at the
date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first
mailed to stockholders of Parker, at the date (if different) the Joint Proxy
Statement/Prospectus (or any supplement thereto) is first mailed to stockholders
of Superior, at the time of the Parker Stockholders' Meeting, at the time (if
different) of the Superior Stockholders' Meeting or at the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they are made, not
misleading. If at any time prior to the Effective Time any event or circumstance
relating to Parker or any of its affiliates, or to their respective officers or
directors, should be discovered by Parker that should be set forth in an
amendment to the Registration Statement or a supplement to the Joint Proxy
Statement/Prospectus, Parker shall promptly inform Superior. All documents that
Parker is responsible for filing with the Commission in connection with the
transactions contemplated hereby shall comply as to form in all material
respects with the applicable requirements of the Securities Act and the
regulations thereunder and the Exchange Act and the regulations thereunder.
(d) Amendments. No amendment or supplement to the Registration
Statement, the Joint Proxy Statement or the Joint Proxy Statement/Prospectus
shall be made by Parker or Superior without the approval of the other party,
which shall not be unreasonably withheld or delayed. Parker and Superior each
will advise the other, promptly after it receives notice thereof, of the time
when the Registration Statement has become effective or any supplement or
amendment has been filed, the issuance of any stop order suspending the
effectiveness of the Registration Statement or the solicitation of proxies
pursuant to the Joint Proxy Statement/Prospectus, the suspension of the
qualification of Parker Common Stock issuable in connection with the Merger for
offering or sale in any jurisdiction, any request by the staff of the Commission
for amendment of the Registration Statement, the Joint Proxy Statement or the
Joint Proxy Statement/Prospectus, the receipt from the staff of the Commission
of comments thereon or any request by the staff of the Commission for additional
information with respect thereto.
5.3 APPROPRIATE ACTION; CONSENTS; FILINGS.
(a) Superior and Parker shall each use all reasonable efforts (i)
to take, or to cause to be taken, all actions, and to do, or to cause to be
done, all things that, in either case, are necessary, proper or advisable under
applicable law or otherwise to consummate and make effective the transactions
contemplated by this Agreement, (ii) to obtain from any governmental authorities
any authorizations or orders required to be obtained by Parker or Superior or
any of their respective subsidiaries in connection with the authorization,
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby, including the Merger, (iii) to make all
necessary filings, and thereafter make any other required submissions, with
respect
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to this Agreement and the Merger required under (A) the Securities Act (in the
case of Parker) and the Exchange Act and the regulations thereunder, and any
other applicable federal or state securities laws, (B) the HSR Act and (C) any
other applicable law. Parker and Superior shall cooperate with each other in
connection with the making of all such filings, including providing copies of
all such documents to the nonfiling party and its advisors prior to filings and,
if requested, shall accept all reasonable additions, deletions or changes
suggested in connection therewith. Superior and Parker shall furnish all
information required for any application or other filing to be made pursuant to
any applicable law or any applicable regulations of any governmental authority
(including all information required to be included in the Joint Proxy Statement,
the Joint Proxy Statement/Prospectus or the Registration Statement) in
connection with the transactions contemplated by this Agreement.
(b) Each of Superior and Parker shall give prompt notice to the
other of (i) the occurrence, or failure to occur, of any event which occurrence
or failure would be likely to cause any of its representations or warranties
contained in this Agreement to be untrue or inaccurate at any time from the date
hereof to the Effective Time, (ii) any material failure by it or any of its
officers, directors, employees or agents to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by it hereunder, (iii)
any notice or other communication from any Person alleging that the consent of
such Person is or may be required in connection with the Merger, (iv) any notice
or other communication from any governmental authority in connection with the
Merger, (v) any actions, suits, claims, investigations or proceedings commenced
or threatened in writing against, relating to or involving or otherwise
affecting Superior, Parker or their respective subsidiaries that relate to the
consummation of the Merger, and (vi) any change that is reasonably likely to
have a Superior MAE or a Parker MAE, respectively, or is likely to delay or
impede the ability of either Superior or Parker, respectively, to consummate the
transactions contemplated by this Agreement or to fulfill their respective
obligations set forth herein.
(c) Parker and Superior agree to cooperate and use all reasonable
efforts vigorously to contest and resist any action, including legislative,
administrative or judicial action, and to have vacated, lifted, reversed or
overturned any order (whether temporary, preliminary or permanent) of any court
or governmental authority that is in effect and that restricts, prevents or
prohibits the consummation of the Merger or any other transactions contemplated
by this Agreement, including the vigorous pursuit of all available avenues of
administrative and judicial appeal and all available legislative action.
(d) (i) Each of Superior and Parker shall give (or shall cause
their respective subsidiaries to give) any notices to third persons,
and use, and cause their respective subsidiaries to use, all reasonable
efforts to obtain any consents from third persons (A) necessary, proper
or advisable to consummate the transactions contemplated by this
Agreement or to satisfy any of the conditions set forth in Article VI,
(B) otherwise required under any contracts, licenses, leases or other
agreements in connection with the consummation of the transactions
contemplated hereby or (C) required to prevent a Superior MAE or a
Parker MAE from occurring prior to or after the Effective Time.
(ii) If any party shall fail to obtain any consent from a
third person described in subsection (d)(i) above, such party shall use
all reasonable efforts, and shall take
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any such actions reasonably requested by the other parties, to limit
the adverse effect upon Superior and Parker, their respective
subsidiaries, and their respective businesses resulting, or that could
reasonably be expected to result after the Effective Time, from the
failure to obtain such consent.
5.4 ACCOUNTANTS LETTERS.
(a) Superior shall use its reasonable efforts to cause KPMG Peat
Marwick LLP to deliver a letter dated as of the date of the Proxy Statement, and
addressed to Superior and Parker, in form and substance reasonably satisfactory
to Parker and customary in scope and substance for agreed upon procedures
letters delivered by independent public accountants in connection with
registration statements and proxy statements similar to the Registration
Statement and Joint Proxy Statement.
(b) Parker shall use its reasonable efforts to cause
PricewaterhouseCoopers to deliver a letter dated as of the date of the
Registration Statement, and addressed to Parker and Superior, in form and
substance reasonably satisfactory to Superior and customary in scope and
substance for agreed upon procedures letters delivered by independent public
accountants in connection with registration statements and proxy statements
similar to the Registration Statement and Joint Proxy Statement.
5.5 POOLING OF INTERESTS. Each party hereto shall use all reasonable
efforts to cause the Merger to be treated for financial accounting purposes as a
"pooling of interests" and shall not take, and shall use all reasonable efforts
to prevent any Affiliate (as such term is defined in the Securities Act) of such
party from taking, any actions that could prevent the Merger from being treated
for financial accounting purposes as a pooling of interests.
5.6 SUPERIOR EMPLOYEE BENEFITS. As soon as practicable after the
Effective Time, those employees of Superior and the Superior Subsidiaries who
become employees of the Surviving Corporation or a subsidiary of the Surviving
Corporation or Parker or a Parker Subsidiary shall be entitled to participate in
all employee benefit plans of Parker, including, without limitation, the Parker
401(k) savings plan, in respect of their service after the Effective Time to the
same extent that employees of Parker who are employed in comparable positions
are entitled to participate. Parker and Superior further agree that any such
employees shall be credited for their service with Superior for purposes of
eligibility, benefit entitlement and vesting in the plans provided by Parker.
Such employees' benefits under Parker's medical benefit plan shall not be
subject to any exclusions for any pre-existing conditions (to the extent such
exclusions did not apply under Superior's medical benefit plan), and credit
shall be received for any deductibles or out-of-pocket amounts previously paid.
The employees of Superior and the Superior Subsidiaries shall continue to
participate in the benefit plans of Superior to the extent that the requirements
set forth in the first sentence of this Section 5.6 are not satisfied.
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5.7 SUPERIOR STOCK OPTIONS.
(a) Superior shall, in accordance with the terms of the Superior
Stock Option Plan, cause each Superior Option that is outstanding under such
plan at the Effective Time that has an exercise price in excess of the market
price of the Superior Common Stock on the Closing Date (each an
"Out-of-the-Money Superior Option") to be canceled as of the Effective Time. At
the Effective Time, (i) Parker shall assume the Superior Stock Option Plan and
(ii) each Superior Option that is outstanding under the Superior Stock Option
Plan as of the Effective Time (other than the Out-of-the-Money Superior Options)
shall fully vest in accordance with the terms of the Superior Stock Option Plan
and shall be deemed to constitute an option to acquire, on the same terms and
conditions as were applicable under the Superior Stock Option Plan and such
Superior Option, 0.90 of a share of Parker Common Stock for each share of
Superior Common Stock covered by such Superior Option (rounded downward to the
nearest whole number), at a price per share (rounded upward to the nearest whole
cent) equal to (y) the aggregate exercise price per share of Superior Common
Stock purchasable pursuant to such Superior Option immediately prior to the
Effective Time divided by (z) 0.90.
(b) As soon as practicable after the Effective Time, Parker shall
deliver to the participants in the Superior Stock Option Plan appropriate notice
setting forth such participants' rights pursuant thereto and, except as
otherwise provided in subsection (a) above, the grants pursuant to the Superior
Stock Option Plan shall continue in effect on the same terms and conditions
(subject to the adjustments required by this Section 5.7 after giving effect to
the Merger).
(c) At the Effective Time, Parker shall grant to each holder of an
Out-of-the-Money Superior Option who is employed by Superior at such time an
option (each a "Replacement Option") to purchase a number of shares of Parker
Common Stock equal to the number of shares of Superior Common Stock covered by
such Out-of-the-Money Superior Option at the time it was canceled multiplied by
0.90. Each Replacement Option shall be granted pursuant to a stock option plan
maintained by Parker or the Superior Stock Option Plan, as determined by Parker
in its sole discretion. The purchase price for each share of Parker Common Stock
subject to each Replacement Option shall be equal to the closing sales price of
the Parker Common Stock on the Closing Date (or, if there are no sales on that
date, the last preceding date on which there was a sale) on the New York Stock
Exchange (the "Market Value per Share"). Subject to the terms of the stock
option plan pursuant to which a Replacement Option is granted and the agreement
to be executed by Parker and each such individual evidencing the grant of such
option (which agreement shall be in the form customarily used for granting
options under such plan), each such option shall (i) have a term of ten years
(which term shall begin on the Closing Date), (ii) vest and become exercisable
in accordance with the vesting schedules set forth in the corresponding
Out-of-the-Money Superior Options, and (iii) constitute an option that is not
intended to be treated as an incentive stock option (within the meaning of
section 422 of the Code).
(d) At the Effective Time, Parker shall grant to each of the
persons listed on Annex II (provided such individual is employed by Superior at
such time) an option to purchase 75,000 shares of Parker Common Stock pursuant
to a stock option plan maintained by Parker or the Superior Stock Option Plan,
as determined by Parker in its sole discretion. The purchase price for
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each share of Parker Common Stock subject to each such option shall be equal to
the Market Value per Share. Subject to the terms of the stock option plan
pursuant to which such options are granted and the agreement to be executed by
Parker and each such individual evidencing the grant of such option (which
agreement shall be in the form customarily used for granting options under such
plan), each such option shall (i) have a term of ten years (which term shall
begin on the Closing Date), (ii) vest and become exercisable with respect to (A)
20% of the shares covered thereby on the Closing Date and (B) an additional 20%
of the shares covered thereby on each of the first, second, third and fourth
anniversaries of the Closing Date, and (iii) constitute an option that is not
intended to be treated as an incentive stock option (within the meaning of
section 422 of the Code).
(e) As soon as practicable after the Effective Time, Parker shall
file a registration statement on Form S-8 (or any successor or other appropriate
forms), or another appropriate form with respect to the shares of Parker Common
Stock subject to the options described in the preceding paragraphs of this
Section 5.7 and shall use its reasonable efforts to maintain the effectiveness
of such registration statement or registration statements (and maintain the
current status of the prospectus or prospectuses contained therein), for so long
as such options remain outstanding.
(f) The Board of Directors of Superior (or a duly appointed
committee thereof responsible for the administration of the Superior Stock
Option Plan in accordance with the terms of such plan) shall, prior to or as of
the Effective Time, take all necessary actions, pursuant to and in accordance
with the terms of the Superior Stock Option Plan and the instruments evidencing
the Superior Options, to provide (i) for the cancellation of the
Out-of-the-Money Superior Options as provided in paragraph (a) of this Section
5.7, (ii) for the conversion of the Superior Options (other than the
Out-of-the-Money Superior Options) into options to acquire Parker Common Stock
in accordance with paragraph (a) of this Section 5.7, and (iii) that no consent
of the holders of the Superior Options is required in connection with such
cancellation and conversion.
5.8 [Intentionally omitted]
5.9 TAX-FREE REORGANIZATION.
(a) Parker and Superior shall each use its best efforts to cause
the Merger to be treated as a reorganization within the meaning of section
368(a) of the Code.
(b) To the extent permitted under applicable tax laws, the Merger
shall be reported as a reorganization within the meaning of sections
368(a)(1)(A) and 368(a)(2)(E) of the Code in all federal, state, and local Tax
Returns after the Effective Time.
(c) Following the Merger, the Surviving Corporation will hold at
least 90 percent of the fair market value of Superior's net assets, at least 70
percent of the fair market value of Superior's gross assets, at least 90 percent
of the fair market value of the net assets of Sub and at least 70 percent of the
fair market value of the gross assets of Sub, held immediately prior to the
Merger, taking into account amounts used to pay reorganization expenses and any
distributions other than regular dividends.
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5.10 INDEMNIFICATION.
(a) From and after the Effective Time, Parker and the Surviving
Corporation shall, to the extent provided in the certificate of incorporation or
by-laws of Superior immediately prior to the Effective Time, indemnify, defend
and hold harmless each person who is now, or has been at any time prior to the
date hereof or who becomes prior to the Effective Time, an officer, director or
employee of Superior or any of the Superior Subsidiaries (the "Indemnified
Parties") against losses, claims, damages, costs, expenses, liabilities or
judgments or amounts that are paid in settlement with the approval of the
indemnifying party (which approval shall not be unreasonably withheld) of or in
connection with a claim, action, suit, proceeding or investigation based in
whole or in part on or arising in whole or in part out of the fact that such
person is or was a director, officer or employee of Superior or any of the
Superior Subsidiaries, whether pertaining to any matter existing or occurring at
or prior to the Effective Time and whether reasserted or claimed prior to, or at
or after, the Effective Time. The defense of any such claim, action, suit,
proceeding or investigation shall be conducted by Parker and the Surviving
Corporation. If Parker or the Surviving Corporation has failed to conduct such
defense, the Indemnified Parties may retain counsel satisfactory to them and
Parker and the Surviving Corporation shall pay all reasonable fees and expenses
of such counsel for the Indemnified Parties promptly as statements therefor are
received. The party not conducting the defense will use reasonable efforts to
assist in the vigorous defense of any such matter, provided that such party
shall not be liable for any settlement of any claim effected without its written
consent, which consent, however, shall not be unreasonably withheld. Any
Indemnified Party wishing to claim indemnification under this Section 5.10, upon
learning of any such claim, action, suit, proceeding or investigation, shall
notify Parker and the Surviving Corporation (but the failure so to notify shall
not relieve them from any liability which they may have under this Section 5.10
except to the extent such failure prejudices them). If Parker and the Surviving
Corporation are responsible for the attorneys' fees of the Indemnified Parties,
then the Indemnified Parties as a group may retain only one law firm to
represent them with respect to each such matter unless there is, under
applicable standards of professional conduct, a conflict on any significant
issue between the positions of any two or more Indemnified Parties.
(b) The Surviving Corporation shall purchase and maintain for a
period of four years after the Effective Time continuation coverage for
Superior's directors' and officers' liability insurance policy as in effect on
the date hereof or obtain a directors' and officers' insurance policy with
comparable coverage; provided, however, that the Surviving Corporation shall not
be required to expend in any year an amount in excess of 150% of the annual
aggregate premiums currently paid by Superior for such insurance; and provided,
further, that if the annual premiums of such insurance coverage exceed such
amount, the Surviving Corporation shall be obligated to obtain a policy with the
best coverage available, in the reasonable judgment of the Board of Directors of
Parker, for a cost not exceeding such amount.
(c) The rights granted hereunder to the Indemnified Parties who
are Superior directors shall be contractual rights inuring to the benefit of
such Indemnified Parties and shall survive this Agreement and any merger,
consolidation or reorganization of the Surviving Corporation or Parker.
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ARTICLE VI
CONDITIONS
6.1 CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the fulfillment at or prior to the Closing Date of the following conditions, any
or all of which may be waived by the parties hereto, in whole or in part, to the
extent permitted by applicable law:
(a) This Agreement shall have been approved and adopted by the
requisite vote of the stockholders of Superior, as may be required by
law and by any applicable provisions of Superior's certificate of
incorporation or bylaws;
(b) The Charter Amendment and the Share Issuance shall have been
approved and adopted by the requisite vote of the stockholders of
Parker as required by the DGCL and the rules of the NYSE;
(c) The waiting period (and any extension thereof) applicable to
the consummation of the Merger under the HSR Act shall have expired or
been terminated;
(d) No order shall have been entered and remain in effect in any
action or proceeding before any foreign, federal or state court or
governmental agency or other foreign, federal or state regulatory or
administrative agency or commission that would prevent or make illegal
the consummation of the Merger;
(e) The Registration Statement shall be effective (and remain
effective on the Closing Date), and all post-effective amendments filed
shall have been declared effective or shall have been withdrawn; and no
stop order suspending the effectiveness thereof shall have been issued
and no proceedings for that purpose shall have been initiated or, to
the knowledge of the parties, threatened by the Commission;
(f) There shall have been obtained any and all material permits,
approvals and consents of securities or blue sky commissions of any
jurisdiction, and of any other governmental body or agency, that
reasonably may be deemed necessary so that the consummation of the
Merger and the transactions contemplated thereby will be in compliance
with applicable laws, the failure to comply with which would have a
material adverse effect on the business, financial condition or results
of operations of the Surviving Corporation and its subsidiaries, taken
as a whole after consummation of the Merger;
(g) The shares of Parker Common Stock issuable upon consummation
of the Merger and the shares of Parker Common Stock issuable upon
exercise of any Superior Options that are to become options to purchase
Parker Common Stock pursuant to Section 5.7 shall have been approved
for listing on the New York Stock Exchange, subject to official notice
of issuance; and
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(h) All approvals of private persons or corporations, (i) the
granting of which is necessary for the consummation of the Merger or
the transactions contemplated in connection therewith and (ii) the
non-receipt of which would have a material adverse effect on the
business, financial condition or results of operations of the Surviving
Corporation and its subsidiaries, taken as a whole after the
consummation of the Merger, shall have been obtained; save and except
the consent of the lenders under the Superior revolving credit facility
shall not be a condition of Closing.
6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF PARKER. The obligation of
Parker to effect the Merger is, at the option of Parker, also subject to the
fulfillment at or prior to the Closing Date of the following conditions, any or
all of which may be waived by the parties hereto, in whole or in part, to the
extent permitted by applicable law:
(a) Each of the representations and warranties of Superior
contained in Section 2.2 that is qualified as to materiality shall be
true and correct, and each of such representations and warranties that
is not so qualified as to materiality shall be true and correct in all
material respects, as of the date of this Agreement and (except to the
extent such representations and warranties speak specifically as of an
earlier date) as of the Closing Date as though such representations and
warranties had been made at and as of that time; all of the terms,
covenants and conditions of this Agreement to be complied with and
performed by Superior on or before the Closing Date shall have been
duly complied with and performed in all material respects; and a
certificate to the foregoing effect dated the Closing Date and signed
by the chief executive officer of Superior shall have been delivered to
Parker;
(b) Since the date of this Agreement, no Superior MAE shall have
occurred, and Parker shall have received a certificate signed by the
chief executive officer of Superior dated the Closing Date to such
effect;
(c) Superior shall have received, and furnished written copies to
Parker of, each of the Superior affiliates' agreements required
pursuant to Section 3.3;
(d) Parker shall have received from Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., counsel to Superior, an opinion
dated the Closing Date in the form attached as Exhibit B; and
(e) Parker shall have received from Vinson & Elkins L.L.P., a
written opinion dated as of the Closing Date to the effect that for
U.S. federal income tax purposes (i) the Merger will be treated as a
reorganization within the meaning of section 368(a) of the Code, (ii)
Parker, Sub and Superior will each be a party to the reorganization
within the meaning of section 368(b) of the Code, and (iii) no gain or
loss will be recognized by Parker, Sub or Superior as a result of the
Merger. In rendering such opinion, counsel may require and rely upon
(and may incorporate by reference) representations and covenants to the
extent commercially reasonable, including those contained in
certificates of officers and/or directors or Parker, Superior, and Sub.
Parker shall have received executed copies of the certificates
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of officers and directors of Parker, Superior, and Sub that may
reasonably be required by counsel in connection with the tax opinions
referred to in this Section 6.2(f).
6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF SUPERIOR. The obligation
of Superior to effect the Merger is, at the option of Superior, also subject to
the fulfillment at or prior to the Closing Date of the following conditions, any
or all of which may be waived by the parties hereto, in whole or in part, to the
extent permitted by applicable law:
(a) Each of the representations and warranties of Parker and Sub
contained in Section 2.1 that is qualified as to materiality shall be
true and correct, and each of such representations and warranties that
is not so qualified as to materiality shall be true and correct in all
material respects, as of the date of this Agreement and (except to the
extent such representations and warranties speak specifically as of an
earlier date) as of the Closing Date as though such representations and
warranties had been made at and as of that time; all the terms,
covenants and conditions of this Agreement to be complied with and
performed by Parker on or before the Closing Date shall have been duly
complied with and performed in all material respects; and a certificate
to the foregoing effect dated the Closing Date and signed by the chief
executive officer of Parker shall have been delivered to Superior;
(b) Since the date of this Agreement, no Parker MAE shall have
occurred, and Superior shall have received a certificate signed by the
chief executive officer of Parker dated the Closing Date to such
effect;
(c) Superior shall have received from Vinson & Elkins L.L.P.,
counsel to Parker, an opinion dated the Closing Date in the form
attached as Exhibit C; and
(d) Superior shall have received from Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., a written opinion dated as of the
Closing Date to the effect that for U.S. federal income tax purposes
(i) the Merger will be treated as a reorganization within the meaning
of section 368(a) of the Code, (ii) Parker, Sub and Superior will each
be a party to that reorganization within the meaning of section 368(b)
of the Code, and (iii) Superior and the stockholders of Superior who
exchange Superior Common Stock for Parker Common Stock will not
recognize any gain or loss as a result of the exchange of Parker Common
Stock pursuant to the Merger, other than to the extent such
stockholders receive cash in lieu of fractional shares. In rendering
such opinion, counsel may require and rely upon (any may incorporate by
reference) representations and covenants to the extent commercially
reasonable, including those contained in certificates of officers
and/or directors of Parker, Superior and Sub and others. Superior shall
have received executed copies of the certificates of officers and
directors of Superior, Parker and Sub that may reasonably be required
by counsel in connection with the tax opinions referred to in this
Section 6.3(d).
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ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
7.1 TERMINATION. This Agreement may be terminated and the Merger and
the other transactions contemplated herein may be abandoned at any time prior to
the Effective Time, whether prior to or after approval by the stockholders of
Parker and/or Superior:
(a) by mutual consent of Parker and Superior;
(b) by either Parker or Superior if the Merger has not been
effected on or before May 31, 1999; provided, however, that the right
to terminate this Agreement under this Section 7.1(b) shall not be
available to a party whose failure to fulfill any obligation under this
Agreement has been the cause of or resulted in the failure of the
Merger to occur on or before such date; provided, further, that this
Agreement may be extended by written notice of either Parker or
Superior to a date not later than August 31, 1999, if the Merger shall
not have been consummated as a result of Parker or Superior having
failed by May 31, 1999 to receive all required permits and orders with
respect to the Merger or as a result of entering of an order by a court
or governmental authority;
(c) by either Parker or Superior if a final, nonappealable order
of a judicial or administrative authority of competent jurisdiction to
restrain, enjoin or otherwise prevent a consummation of this Agreement
or the transactions contemplated in connection herewith shall have been
entered;
(d) by either Parker or Superior if this Agreement shall fail to
get the Required Superior Vote by the stockholders of Superior at the
Superior Stockholders' Meeting;
(e) by either Parker or Superior if the Charter Amendment or the
Share Issuance fails to get the Required Parker Vote by the
stockholders of Parker at the Parker Stockholders' Meeting;
(f) by Parker if there has been a breach of any representation or
warranty or covenant set forth in this Agreement by Superior, such that
the conditions set forth in Section 6.2(a) would not be satisfied,
which breach has not been cured within 30 days following receipt by
Superior of notice of such breach;
(g) by Superior if there has been a breach of any representation
or warranty or covenant set forth in this Agreement by Parker, such
that the conditions set forth in Section 6.3(a) would not be satisfied,
which breach has not been cured within 30 days following receipt by
Parker of notice of such breach;
(h) by Parker, if (i) the Board of Directors of Superior
withdraws, modifies or changes its recommendation of this Agreement or
the Merger or shall have resolved to do any of the foregoing or the
Board of Directors of Superior shall have recommended to the
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stockholders of Superior any Alternative Proposal or resolved to do so;
(ii) a tender offer or exchange offer for 30 percent or more of the
outstanding shares of Superior Common Stock is commenced and the Board
of Directors of Superior, within 10 Business Days after such tender
offer or exchange offer is so commenced, either fails to recommend
against acceptance of such tender or exchange offer by its stockholders
or takes no position with respect to the acceptance of such tender or
exchange offer by its stockholders; or (iii) any person shall have
acquired beneficial ownership or the right to acquire beneficial
ownership of, or any "group" (as such term is defined under Section
13(d) of the Exchange Act and the regulations promulgated thereunder),
shall have been formed which beneficially owns, or has the right to
acquire beneficial ownership of, 30 percent or more of the then
outstanding shares of Superior Common Stock; or
(i) by Superior, if Superior accepts an Alternative Proposal and
makes the payment required pursuant to Section 7.4 of this Agreement.
7.2 EFFECT OF TERMINATION. Except as provided in Section 7.4 or 8.1 of
this Agreement, in the event of the termination of this Agreement pursuant to
Section 7.1, this Agreement shall forthwith become void, there shall be no
liability on the part of Parker, Sub or Superior or any of their respective
officers or directors to the other and all rights and obligations of any party
hereto shall cease, except that nothing herein shall relieve any party from
liability for any misrepresentation or breach of any covenant or agreement under
this Agreement.
7.3 WAIVER AND AMENDMENT. Any provision of this Agreement may be
waived at any time by the party that is, or whose stockholders are, entitled to
the benefits thereof. This Agreement may not be amended or supplemented at any
time, except by an instrument in writing signed on behalf of each party hereto,
provided that after this Agreement has been approved and adopted by the
stockholders of Superior or the Share Issuance and Charter Amendment have been
approved by stockholders of Parker, this Agreement may be amended only as may be
permitted by applicable provisions of the DGCL. The waiver by any party hereto
of any condition or of a breach of another provision of this Agreement shall not
operate or be construed as a waiver of any other condition or subsequent breach.
The waiver by any party hereto of any of the conditions precedent to its
obligations under this Agreement shall not preclude it from seeking redress for
breach of this Agreement other than with respect to the condition so waived.
7.4 FEES, EXPENSES AND OTHER PAYMENTS.
(a) Except as provided in this Section 7.4, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the parties incurring such expense, except that expenses
incurred in connection with printing and mailing the Registration Statement and
the Joint Proxy Statement/Prospectus shall be shared equally by Parker and
Superior.
(b) If this Agreement is terminated by Parker pursuant to Section
7.1(h) or by Superior pursuant to Section 7.1(i), then Superior shall pay to
Parker a termination fee equal to $7 million.
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(c) If this Agreement is terminated by Parker or Superior pursuant
to Sections 7.1(d) or 7.1(f) and within 12 months of any such termination,
Superior or any of the Superior Subsidiaries accepts a written offer or enters
into a written agreement to consummate a Superior Acquisition Proposal with such
person or any of its Affiliates and Superior or such Superior Subsidiary is
acquired, through merger, consolidation, share exchange, sale of assets or
otherwise, by such person or any of its Affiliates, then Superior shall at the
closing (and as a condition of such closing) pay to Parker immediately a
termination fee of $7 million.
(d) If Superior shall fail to pay Parker any fee or other amount
due hereunder, Superior shall pay the costs and expenses (including legal fees
and expenses) of Parker in connection with any action, including the filing of
any lawsuit or other legal action, taken to collect payment, together with
interest on the amount of any unpaid fee at the publicly announced prime
interest rate of Citibank N.A. in effect from time to time, from the date such
fee or other payment was required to be paid until payment in full.
(e) Subject to the following sentences, the payments required by
this Section 7.4 shall constitute liquidated damages in full and complete
satisfaction of, and shall be the sole and exclusive remedy of Parker for, any
loss, liability, damage or claim arising out of or in conjunction with the
transactions contemplated by this Agreement, including any termination of this
Agreement pursuant to Section 7.1 and shall not constitute a penalty.
Notwithstanding the foregoing sentence, if (i) this Agreement is terminated by
Parker as a result of an intentional breach of any representation, warranty,
covenant or agreement by Superior and no termination fee is required to be paid
pursuant to Section 7.4(c), Parker may pursue any remedies available to it at
law or in equity and shall be entitled to recover such additional amounts as
Parker may be entitled to receive at law or in equity or (ii) this Agreement is
terminated by Superior as a result of an intentional breach of any
representation, warranty, covenant or agreement by Parker, Superior may pursue
any remedies available to it at law or in equity and shall be entitled to
recover such additional amounts as Parker may be entitled to receive at law or
in equity.
ARTICLE VIII
GENERAL PROVISIONS
8.1 EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations and warranties in this Agreement shall terminate at the
Effective Time and the representations, warranties, covenants and agreements of
each of the parties hereto shall terminate upon the termination of this
Agreement pursuant to Section 7.1, except that the covenants and agreements set
forth in Article I and Sections 2.1(h), 5.3(d), 5.5, 5.6, 5.7, 5.9 and 5.10
shall survive the Effective Time and Section 7.4 and Article VIII hereof shall
survive the termination of this Agreement.
8.2 PUBLIC STATEMENTS. Superior and Parker agree to consult with each
other prior to issuing any press release or otherwise making any public
statement with respect to the transactions contemplated hereby, and shall not
issue any such press release or make any such public statement
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without the consent of the other, except as may be required by law or applicable
stock exchange rules.
8.3 ASSIGNMENT. This Agreement shall inure to the benefit of and will
be binding upon the parties hereto and their respective legal representatives,
successors and permitted assigns. Except as set forth in this Agreement, this
Agreement shall not be assignable by the parties hereto.
8.4 NOTICES. All notices, requests, demands, claims and other
communications which are required to be or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (i) delivered
in person or by courier, (ii) sent by telecopy or facsimile transmission, answer
back requested, or (iii) mailed, certified first class mail, postage prepaid,
return receipt requested, to the parties hereto at the following addresses:
if to Superior: Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
Attention: Terence Hall
with a copy to: Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
First NBC Building
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
Attention: William B. Masters
if to Parker: Parker Drilling Company
Parker Building
8 East Third Street
Tulsa, Oklahoma 74103
Attention: James J. Davis
with a copy to: Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
Attention: T. Mark Kelly
or to such other address as any party shall have furnished to the other by
notice given in accordance with this Section 8.4. Such notices shall be
effective, (i) if delivered in person or by courier, upon actual receipt by the
intended recipient, (ii) if sent by telecopy or facsimile transmission, when the
answer back is received, or (iii) if mailed, upon the earlier of five days after
deposit in the mail and the date of delivery as shown by the return receipt
therefor.
8.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the substantive law of the State of Delaware without giving
effect to the principles of conflicts
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of law thereof; provided, however, that any matter involving the internal
corporate affairs of any party hereto shall be governed by the provisions of the
DGCL.
8.6 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provision, covenants and
restrictions of this Agreement shall continue in full force and effect and shall
in no way be affected, impaired or invalidated.
8.7 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement.
8.8 HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.
8.9 ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. This Agreement and
the Confidentiality Agreement constitute the entire agreement and supersede all
other prior agreements and understandings, both oral and written, among the
parties or any of them, with respect to the subject matter hereof and neither
this nor any document delivered in connection with this Agreement confers upon
any person not a party hereto any rights or remedies hereunder except as
specifically provided herein.
8.10 SPECIFIC PERFORMANCE. The parties hereby acknowledge and agree
that the failure of any party to this Agreement to perform its agreements and
covenants hereunder, including its failure to take all actions as are necessary
on its part to the consummation of the Merger, will cause irreparable injury to
the other parties to this Agreement for which damages, even if available, will
not be an adequate remedy. Accordingly, each of the parties hereto hereby
consents to the granting of equitable relief (including specific performance and
injunctive relief) by any court of competent jurisdiction to enforce any party's
obligations hereunder. The parties further agree to waive any requirement for
the securing or posting of any bond in connection with the obtaining of any such
equitable relief and that this Section is without prejudice to any other rights
that the parties hereto may have for any failure to perform this Agreement.
8.11 DISCLOSURE LETTERS.
(a) The Superior Disclosure Letter, executed by Superior as of the
date hereof, and delivered to Parker on the date hereof, contains all disclosure
required to be made by Superior under the various terms and provisions of this
Agreement. Each item of disclosure set forth in the Superior Disclosure Letter
specifically refers to the Article and Section of the Agreement to which such
disclosure responds, and shall not be deemed to be disclosed with respect to any
other Article or Section of the Agreement.
(b) The Parker Disclosure Letter, executed by Parker as of the
date hereof, and delivered to Superior on the date hereof, contains all
disclosure required to be made by Parker under the various terms and provisions
of this Agreement. Each item of disclosure set forth in the Parker Disclosure
Letter specifically refers to the Article and Section of the Agreement to which
such
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disclosure responds, and shall not be deemed to be disclosed with respect to any
other Article or Section of the Agreement.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
THE NEXT PAGE IS THE SIGNATURE PAGE.]
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.
SUPERIOR ENERGY SERVICES, INC.
By /s/ Terence E. Hall
--------------------------------------
Name: Terence E. Hall
Title: President
PARKER DRILLING COMPANY
By /s/ James J. Davis
--------------------------------------
Name: James J. Davis
Title: Senior Vice President and
Chief Financial Officer
SAINTS ACQUISITION COMPANY
By /s/ James J. Davis
--------------------------------------
Name: James J. Davis
Title: Vice President
<PAGE> 123
ANNEX I
OFFICERS AND DIRECTORS OF SURVIVING CORPORATION
<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>
Directors:
Robert L. Parker Jr....................... Chairman of the Board
James W. Linn............................. Director
James J. Davis............................ Director
Terence E. Hall........................... Director
Officers:
Terence E. Hall........................... President and Chief Executive Officer
Robert S. Taylor.......................... Vice President-Finance
James W. Linn............................. Vice President
James J. Davis............................ Vice President
James Ravannack........................... Vice President
Ernest Yancey............................. Vice President
I.E. Hendrix.............................. Treasurer
Carolyn Plaisance......................... Secretary
Phil Burch................................ Assistant Secretary
</TABLE>
<PAGE> 124
ANNEX II
Terence E. Hall
Robert S. Taylor
Ken Blanchard
Charles Funderburg
<PAGE> 125
EXHIBIT A
AFFILIATE'S AGREEMENT
[Date]
[Parker Address]
Ladies and Gentlemen:
The undersigned has been advised that, as of the date hereof, the
undersigned may be deemed to be an "affiliate" of Superior Energy Services,
Inc., a Delaware corporation ("Superior"), as that term is defined for purposes
of paragraphs (c) and (d) of Rule 145 of the Regulations of the Commission under
the Securities Act (an "Affiliate").
Pursuant to the terms and subject to the conditions of that certain
Agreement and Plan of Merger by and among Parker Drilling Company, a Delaware
corporation ("Parker"), Saints Acquisition Company., a newly formed Delaware
corporation and a wholly-owned Subsidiary of Parker ("Sub"), and Superior dated
as of October 28, 1998 (the "Merger Agreement"), providing for, among other
things, the merger of Sub with and into Superior (the "Merger"), the undersigned
will be entitled to receive shares of Parker Common Stock in exchange for shares
of Superior Common Stock owned by the undersigned at the Effective Time of the
Merger as determined pursuant to the Merger Agreement. Capitalized terms used
but not defined herein are defined in the Merger Agreement and are used herein
with the same meanings as ascribed to them therein.
The undersigned understands that the Merger is intended to be treated
for financial accounting purposes as a "pooling of interests" in accordance with
generally accepted accounting principles and that the staff of the Commission
has issued certain guidelines that should be followed to ensure the application
of pooling of interests accounting to the transaction.
In consideration of the agreements contained herein, Parker's reliance
on this letter in connection with the consummation of the Merger and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby represents, warrants and agrees that the
undersigned will not make any sale, transfer or other disposition of (i)
Superior Common Stock during the period from the date hereof until the earlier
of the Effective Time and the termination of the Merger Agreement (which period,
if the Merger is consummated, will be greater than thirty (30) days), (ii) to
the extent the transaction is accounted for as a "pooling of interest," Parker
Common Stock received by the undersigned pursuant to the Merger or otherwise
owned by the undersigned until such time as financial statements that include at
least thirty (30) days of combined operations of Superior and Parker after the
Merger shall have been publicly reported, unless the undersigned shall have
delivered to Parker, prior to any such sale, transfer or other disposition, a
written opinion from PricewaterhouseCoopers LLP, independent public accountants
for Parker, or a written no-action letter from the accounting staff of the
Commission, in either case in form and substance reasonably satisfactory to
Parker, to the effect that such sale, transfer or other disposition will not
cause the Merger not to be treated as
<PAGE> 126
a "pooling of interests" for financial accounting purposes in accordance with
generally accepted accounting principles and the Regulations of the Commission
or (iii) Parker Common Stock received by the undersigned pursuant to the Merger
in violation of the Securities Act or the Regulations thereunder. The
undersigned has been advised that the offering, sale and delivery of the shares
of Parker Common Stock pursuant to the Merger will have been registered with the
Commission under the Securities Act on a Registration Statement on Form S-4. The
undersigned has also been advised, however, that, since the undersigned may be
deemed to be an Affiliate at the time the Merger is submitted for a vote of the
stockholders of Superior, Parker Common Stock received by the undersigned
pursuant to the Merger can be sold by the undersigned only (i) pursuant to an
effective registration statement under the Securities Act, (ii) in conformity
with the volume and other limitations of Rule 145 promulgated by the Commission
under the Securities Act or (iii) in reliance upon an exemption from
registration that is available under the Securities Act.
The undersigned also understands that instructions will be given to the
Exchange Agent for Parker Common Stock with respect to Parker Common Stock to be
received by the undersigned pursuant to the Merger and that there will be placed
on the certificates representing such shares of Parker Common Stock, or any
substitutions therefor, a legend stating in substance as follows:
"These shares were issued in a transaction to which Rule 145
promulgated under the Securities Act of 1933, as amended, applies.
These shares may only be transferred in accordance with the terms of
such Rule and an Affiliate's Agreement between the original holder of
such shares and Parker Corporation, a copy of which agreement is on
file at the principal offices of Parker Corporation."
It is understood and agreed that the legend set forth above shall be removed
upon surrender of certificates bearing such legend by delivery of substitute
certificates without such legend if the undersigned shall have delivered to
Parker an opinion of counsel, in form and substance reasonably satisfactory to
Parker, to the effect that (i) the sale or disposition of the shares represented
by the surrendered certificates may be effected without registration of the
offering, sale and delivery of such shares under the Securities Act and (ii) the
shares to be so transferred may be publicly offered, sold and delivered by the
transferee thereof without compliance with the registration provisions of the
Securities Act.
By its execution hereof, Parker agrees that it will, as long as the
undersigned owns any Parker Common Stock to be received by the undersigned
pursuant to the Merger, take all reasonable efforts to make timely filings with
the Commission of all reports required to be filed by it pursuant to the
Exchange Act and will promptly furnish upon written request of the undersigned a
written statement confirming that such reports have been so timely filed.
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<PAGE> 127
If you are in agreement with the foregoing, please so indicate by
signing below and returning a copy of this letter to the undersigned, at which
time this letter shall become a binding agreement between us.
Very truly yours,
By
--------------------------------------
Name:
Title:
Date:
Address:
ACCEPTED this ___ day
of ______________, 1998:
PARKER DRILLING COMPANY
By
---------------------------
Name:
Title:
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EXHIBIT B
FORM OF JONES, WALKER OPINION
October __, 1998
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
Ladies and Gentlemen:
We have acted as counsel to Superior Energy Services, Inc., a Delaware
corporation ("Superior"), in connection with the Merger (the "Merger") and
related transactions contemplated by that certain Agreement and Plan of Merger
dated October 28, 1998, by and among Parker Drilling Company, a Delaware
corporation ("Parker"), Saints Acquisition Company, a Delaware corporation and a
wholly owned subsidiary of Parker ("Merger Sub"), and Superior (the
"Agreement"), pursuant to which Merger Sub will be merged with and into
Superior. Capitalized terms used herein but not defined herein shall have the
meaning ascribed to them in the Agreement. This opinion is being rendered
pursuant to Section 6.2(d) of the Agreement.
In connection therewith, we have examined copies of the Agreement and
originals, or photostatic or certified copies, of such corporate records of
Superior, and such communications, certificates of public officials,
certificates of officers of Superior and other documents, as we have deemed
necessary or appropriate for the purposes of this opinion. As to matters of fact
relevant to the opinions expressed herein and as to factual matters arising in
connection with our examination of the corporate documents, records and
instruments of Superior, and other documents or writings, we have relied, to the
extent we deem necessary or appropriate, upon the representations and warranties
made by Superior in the Agreement and related instruments, and upon certificates
and other communications of corporate officers of Superior, without further
investigation as to the facts set forth therein. We have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, qualifications and limitations hereinafter set forth, we are of the
opinion that:
1. Superior is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its business as now being conducted as
described in the Registration Statement on Form S-4 (Registration No.
__________) filed with the Securities and Exchange Commission by Parker pursuant
to the Securities Act of 1933, as amended, which became effective on
_____________;
<PAGE> 129
2. The appropriate filings have been made with respect to the Merger
with the Secretary of State of the State of Delaware to cause the Merger to
become effective;
3. Superior has the requisite corporate power to merge with Merger Sub
as contemplated by the Agreement;
4. The execution and delivery of the Agreement did not, and the
consummation of the Merger will not, violate any provisions of Superior'
Articles of Incorporation or Bylaws, each as amended to date; and
5. The Agreement has been duly and validly authorized, executed and
delivered by Superior, and the Agreement is a valid and binding agreement of
Superior enforceable in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws or court decisions affecting creditors' rights generally and by
other general equitable principles and except as the enforceability of the
indemnification provision may be limited by applicable federal or state
securities laws.
This opinion is limited to the laws of the State of Delaware and the
federal laws of the United States of America and the General Corporation Law of
the State of Delaware.
This opinion is solely for your benefit and except for Parker, which
shall be entitled to rely on this opinion, may not be relied upon by any other
person without our written permission.
Very truly yours,
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
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<PAGE> 130
EXHIBIT C
FORM OF VINSON & ELKINS OPINION
October __, 1998
Parker Drilling Company
Parker Building
8 East Third Street
Tulsa, Oklahoma 74103
Ladies and Gentlemen:
We have acted as counsel to Parker Drilling Company, a Delaware
corporation ("Parker"), in connection with the Merger (the "Merger") and related
transactions contemplated by the Agreement and Plan of Merger dated October 28,
1998 (the "Agreement"), by and among Saints Acquisition Company, a Delaware
corporation and wholly owned subsidiary of Parker ("Merger Sub"), and Superior
Energy Services, Inc., a Delaware corporation ("Superior"). All capitalized
terms not otherwise defined herein shall have the same meaning as in the
Agreement. This opinion is being rendered pursuant to Section 6.3(c) of the
Agreement.
In connection with rendering the opinions hereinafter set forth, we
have examined originals or photostatic or certified copies of all such corporate
records of Parker and its subsidiaries, such agreements, communications and
other instruments, certificates of officers of Parker, certificates and
telegrams of public officials, and such other documents as we have deemed
relevant and necessary as the basis for the opinions hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, the correctness of
all statements of fact contained therein, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the due
execution and delivery of all documents (except for the due execution and
delivery of the Agreement by Parker) where due execution and delivery are a
prerequisite to the effectiveness thereof. We have relied on the accuracy of the
representations and warranties as to factual matters by all of the parties
contained in the Agreement as well as the truth and accuracy of all of the
representations and warranties as to factual matters made by Parker and Superior
in connection with the Merger and the opinions hereinafter set forth. As to
certain questions of fact material to the opinions hereinafter set forth, we
have, to the extent we deemed appropriate, relied on certificates of officers of
Parker and on certificates and telegrams of governmental officials.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. Parker is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its
<PAGE> 131
business as now being conducted as described in the Registration Statement on
Form S-4 (Registration No. __________) (the "Registration Statement") filed by
the Company under the Securities Act of 1933, as amended, which Registration
Statement became effective on _________.
2. Merger Sub is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its business as now being conducted as
described in the Registration Statement.
3. The appropriate filings have been made with respect to the Merger
with the Secretary of State of the State of Delaware to cause the Merger to
become effective.
4. Merger Sub has the requisite corporate power to merge with and into
Superior as contemplated by the Agreement.
5. The execution and delivery of the Agreement did not, and the
consummation of the Merger will not, violate any provision of Parker's Restated
Certificate of Incorporation or Bylaws or Merger Sub's Certificate of
Incorporation or Bylaws.
6. The Agreement has been duly and validly authorized, executed and
delivered by Parker and Merger Sub, and the Agreement is a valid and binding
agreement of Parker and Merger Sub enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws or court decisions affecting
creditors' rights generally and by other general equitable principles and except
as the enforceability of the indemnification provision may be limited by
applicable federal or state securities laws.
7. The Registration Statement has become effective under the Securities
Act.
8. The shares of Parker Common Stock to be delivered in connection with
the Merger are duly authorized and reserved for issuance and, when issued in
accordance with the terms and conditions of the Agreement, will be validly
issued, fully paid and nonassessable.
The opinions set forth herein are specifically limited to matters of
the laws of the State of Delaware and of the United States, and the General
Corporation Law of the State of Delaware.
This letter is furnished to you solely for your benefit pursuant to the
Agreement. This letter and the opinions expressed herein may not be used or
relied upon by you for any other purpose and may not be relied upon for any
purpose by any other person or entity without our prior written consent. Except
for the use permitted herein, this letter is not to be quoted or reproduced in
whole or in part or otherwise referred to in any manner nor is it to be filed
with any governmental agency or delivered to any other person.
Very truly yours,
VINSON & ELKINS L.L.P.
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<PAGE> 132
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, (this
"Amendment") is made and entered into as of the 25th day of November, 1998 by
and among Parker Drilling Company, a Delaware corporation ("Parker"), Saints
Acquisition Company, a newly formed Delaware corporation and a wholly owned
subsidiary of Parker ("Sub"), and Superior Energy Services, Inc., a Delaware
corporation ("Superior").
WHEREAS, the parties hereto have entered into that certain Agreement
and Plan of Merger, dated as of October 28, 1998 (as amended hereby, the
"Agreement") (capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Agreement);
WHEREAS, the parties desire to amend certain provisions of the
Agreement;
NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1. The first Whereas of the Agreement is amended to read as follows:
"WHEREAS, subject to and in accordance with the terms and
conditions of this Agreement, the respective Boards of Directors of
Parker, Sub and Superior, and Parker as sole stockholder of Sub, have
approved the merger of Sub with and into Superior (the "Merger"),
whereby each issued and outstanding share of common stock, par value
$0.001 per share, of superior ("Superior Common Stock") not owned
directly or indirectly by Superior will be converted into the right to
receive 0.975 of a share of common stock, par value $0.162/3 per share,
of Parker ("Parker Common Stock"); and"
2. Section 1.7(a) of the Agreement is amended to read as follows:
"(a) As of the Effective Time, by virtue of the Merger and without
any action on the part of the holder of any shares of Superior Common
Stock or any shares of capital stock of Sub, and subject to Section
1.8(f), each share of Superior Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares to be
canceled in accordance with Section 1.7(b)) shall be converted into the
right to receive 0.975 of a share of Parker Common Stock (the "Merger
Consideration"); provided, however, that if, between the date hereof
and the Effective Time, the outstanding shares of Parker Common Stock
or Superior Common Stock shall have been changed into a different
number of shares or a different class, by reason of any stock dividend,
subdivision, reclassification, recapitalization, split, combination or
exchange of shares, the Merger Consideration shall be correspondingly
adjusted to the extent appropriate to reflect such stock dividend,
subdivision, reclassification,
<PAGE> 133
recapitalization, split, combination or exchange of shares. As of the
Effective Time, all such shares of Superior Common Stock shall no
longer be outstanding and shall automatically be canceled and retired
and shall cease to exist, and each holder of a certificate representing
any such shares of Superior Common Stock shall cease to have any rights
with respect thereto, except the right to receive the Merger
Consideration."
3. Section 5.7(a) of the Agreement is amended to read as follows:
"(a) Superior shall, in accordance with the terms of the Superior
Stock Option Plan, cause each Superior Option that is outstanding under
such plan at the Effective Time that has an exercise price in excess of
the market price of the Superior Common Stock on the Closing Date (each
an "Out-of-the-Money Superior Option") to be canceled as of the
Effective Time. At the Effective Time, (i) Parker shall assume the
Superior Stock Option Plan and (ii) each Superior Option that is
outstanding under the Superior Stock Option Plan as of the Effective
Time (other than the Out-of-the-Money Superior Options) shall fully
vest in accordance with the terms of the Superior Stock Option Plan and
shall be deemed to constitute an option to acquire, on the same terms
and conditions as were applicable under the Superior Stock Option Plan
and such Superior Option, 0.975 of a share of Parker Common Stock for
each share of Superior Common Stock covered by such Superior Option
(rounded downward to the nearest whole number), at a price per share
(rounded upward to the nearest whole cent) equal to (y) the aggregate
exercise price per share of Superior Common Stock purchasable pursuant
to such Superior Option immediately prior to the Effective Time divided
by (z) 0.975."
4. Section 5.7(c) of the Agreement is amended to read as follows:
"(c) At the Effective Time, Parker shall grant to each holder of an
Out-of-the- Money Superior Option who is employed by Superior at such
time an option (each a "Replacement Option") to purchase a number of
shares of Parker Common Stock equal to the number of shares of Superior
Common Stock covered by such Out-of-the-Money Superior Option at the
time it was canceled multiplied by 0.975. Each Replacement Option shall
be granted pursuant to a stock option plan maintained by Parker or the
Superior Stock Option Plan, as determined by Parker in its sole
discretion. The purchase price for each share of Parker Common Stock
subject to each Replacement Option shall be equal to the closing sales
price of the Parker Common Stock on the Closing Date (or, if there are
no sales on that date, the last preceding date on which there was a
sale) on the New York Stock Exchange (the "Market Value per Share").
Subject to the terms of the stock option plan pursuant to which a
Replacement Option is granted and the agreement to be executed by
Parker and each such individual evidencing the grant of such option
(which agreement shall be in the form customarily used for granting
options under such plan), each such option shall (i) have a term of ten
years (which term shall begin on the Closing Date), (ii) vest and
become exercisable in accordance with the vesting schedules set forth
in the corresponding Out-of-the-Money
2
<PAGE> 134
Superior Options, and (iii) constitute an option that is not intended
to be treated as an incentive stock option (within the meaning of
section 422 of the Code)."
5. Except as expressly set forth herein, the terms and provisions of
the Agreement are hereby ratified and confirmed.
6. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall
constitute one and the same Amendment.
3
<PAGE> 135
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.
SUPERIOR ENERGY SERVICES, INC.
By /s/ Terence E. Hall
-----------------------------
Name: Terence E. Hall
Title: President
PARKER DRILLING COMPANY
By /s/ James J. Davis
-----------------------------
Name: James J. Davis
Title: Senior Vice President and
Chief Financial Officer
SAINTS ACQUISITION COMPANY
By /s/ James J. Davis
-----------------------------
Name: James J. Davis
Title: Vice President
4
<PAGE> 136
APPENDIX B
OPINION OF JEFFERIES & COMPANY, INC.
December ___, 1998
The Board of Directors
Parker Drilling Company
Eight East Third Street
Tulsa, OK 74103
Members of the Board:
You have advised us that Parker Drilling Company ("Parker" or the
"Company") proposes to acquire Superior Energy Services, Inc. ("Superior")
through a business combination (the "Combination Transaction") in which
outstanding shares of Superior will be exchanged for or converted into shares of
common stock (the "Purchase Consideration") of Parker (the "Parker Shares"). You
have further advised us that the Combination Transaction will be effected
pursuant to an Agreement and Plan of Merger dated and signed October 28, 1998 as
amended on November ___, 1998 (which, with the exhibits thereto, is defined
herein as the "Agreement") to which each of Parker and Superior is a party. You
have requested our opinion as to the fairness, from a financial point of view,
to the holders of Parker Common Stock (as defined below), of the consideration
to be received by such holders pursuant to the Combination Transaction (the
"Opinion").
As more specifically set forth in the Agreement, and subject to the terms
and conditions thereof, upon consummation of the Combination Transaction, each
outstanding share of Superior common stock, US$ 0.001 par value ("Superior
Common Stock"), will be exchanged for or converted into, on a per share basis,
0.975 of a share of Parker common stock, US$ 0.162/3 par value ("Parker Common
Stock").
Jefferies & Company, Inc. ("Jefferies") has acted as financial advisor to
Parker in connection with the Combination Transaction and will receive the
following cash fees at the closing of the Combination Trasaction: (i) a success
fee equal to $1 million (the "Success Fee") and (ii) a fee of $200,000 for
rendering the Opinion which will be creditable against the Success Fee.
Jefferies has previously rendered certain investment banking and financial
advisory services to Parker for which it has received customary compensation. In
addition, in the ordinary course of Jefferies' business, it actively trades the
securities of Parker and Superior for its own account and for the accounts of
its customers, and, accordingly, may at any time hold a long or short position
in such securities. Jefferies has not rendered any investment banking or
financial advisory services to Superior in connection with the Combination
Transaction. Jefferies previously served as joint-lead manager in Superior's $60
million common stock offering in December 1997.
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<PAGE> 137
The Board of Directors of Parker Drilling Company
December ___, 1998
Page 2 of 3
In our review and analysis and in rendering the opinion, we have with your
permission assumed and relied upon the accuracy and completeness of all the
financial and other information provided to us by Parker and Superior's
management, as well as publicly available information, and have not verified
such information. We have not conducted a physical inspection of any of the
properties or facilities of Parker or Superior, nor have we made, been provided
or considered any independent evaluations or appraisals of any of such
properties or facilities. The Purchase Consideration was based on negotiations
between Parker and Superior during which Jefferies provided investment banking
services to Parker.
In conducting our analysis and rendering our Opinion as expressed herein,
we have reviewed and considered such financial and other factors as we have
deemed appropriate under the circumstances including, among others, the
following: (i) the Agreement; (ii) the historical and current financial
condition and results of operations of Parker and Superior, including (a) the
Annual Reports on Form 10-K of Superior for the years ended December 31, 1995,
1996 and 1997, and (b) the Quarterly Report on Form 10-Q of Superior for the
quarters ended March 31, June 30 and September 30, 1998; (iii) certain
non-public financial and non-financial information prepared by the management of
Parker and Superior, which data was made available to us in our role as
financial advisor to Parker; (iv) published information regarding the financial
performance and operating characteristics of a selected group of companies which
we deemed comparable; (v) business prospects of Parker and Superior when taking
into consideration the impact of the Combination Transaction; (vi) the
historical and current market prices for Parker Common Stock and Superior Common
Stock and for the equity securities of certain other companies with businesses
that we consider relevant to our inquiry; (vii) publicly available information,
including research reports on companies we considered relevant to our inquiry;
and (viii) the nature and terms of other recent acquisition transactions in the
oil service drilling industry. We have met with certain officers and employees
of Parker and Superior to discuss the foregoing as well as other matters we
believed relevant to our opinion. We have also taken into account general
economic, monetary, political, market and other conditions as well as our
experience in connection with similar transactions and securities valuation
generally. Our Opinion is based upon all of such conditions as they exist
currently and can be evaluated on the date hereof. Existing conditions are
subject to rapid and unpredictable changes and such changes could impact
Jefferies' opinion. Our Opinion does not constitute a recommendation of the
Combination Transaction over any alternative transactions which may be available
to Parker and does not address Parker's underlying business decision to effect
the Combination Transaction. Finally, we are not opining as to the market value
of the consideration to be received by Superior or the prices at which any of
the securities of Parker may trade following the consummation of the Combination
Transaction.
Based upon and subject to the foregoing, and upon such other matters as we
consider relevant, we are of the opinion as investment bankers that the
consideration to be paid by Parker to the holders
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<PAGE> 138
The Board of Directors of Parker Drilling Company
December ___, 1998
Page 3 of 3
of Superior Common Stock pursuant to the Combination Transaction is fair, from a
financial point of view, to the holders of Parker Common Stock.
It is understood and agreed that this Opinion is provided solely for the
use of the Board of Directors of Parker as one element in the Board's
consideration of the Combination Transaction and may not be used for any other
purpose, or otherwise referred to, relied upon or circulated without our prior
written consent. Without limiting the foregoing, this Opinion does not
constitute a recommendation to any shareholder (or any other person) as to how
such person should vote with respect to the Combination Transaction.
Very truly yours,
/s/ Jefferies & Company, Inc.
Jefferies & Company, Inc.
B-3
<PAGE> 139
APPENDIX C
OPINION OF JOHNSON RICE & COMPANY L.L.C.
November 25, 1998
Board of Directors
Superior Energy Services, Inc.
1105 Peters Road
Harvey, LA 70058
Gentlemen:
You have asked our opinion as investment bankers as to the fairness from a
financial point of view of the terms and consideration to be given to
shareholders of Superior Energy Services, Inc., a Louisiana corporation (the
"Company") by the proposed merger with Parker Drilling Company ("PKD").
Johnson Rice & Company L.L.C. ("Johnson Rice"), as a part of its investment
banking business, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes.
Neither Johnson Rice nor its principals have a material ownership interest in
the Company or PKD.
In connection with the opinion described below, we have reviewed certain
business and financial information relating to the Company and PKD and performed
the following functions:
1. Reviewed the historical financial statements of PKD over the last five
years;
2. Discussed with certain members of the senior management of the Company
concerning certain business operations, the financial condition and
future prospects of PKD;
3. Discussed the terms of the Merger including the methodology used in
determining the Merger value with the senior management of the
Company;
4. Analyzed the pro forma effect of the proposed Merger on both PKD and
the Company utilizing information provided by PKD management and the
Company; and
5. Considered and analyzed the public information with respect to the
terms of certain other transactions in the Company's industry.
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<PAGE> 140
In addition, we have considered such other information and have conducted
such other analyses as we deemed appropriate under the circumstances. In
connection with our review, we have relied upon and assumed the accuracy and
completeness of the financial and other information furnished to us by the
Company and PKD and/or their representatives. We have not independently verified
the accuracy or completeness of such information and have not made any
independent evaluation or appraisal of the assets or liabilities of PKD.
Our opinion is limited in that it relates solely to the fairness from a
financial point of view of the terms and consideration to be given to the
shareholders of the Company in the Merger. We express no opinion as to the
market value of the common stock of PKD or any security constituting a part
thereof, prior to, on the date of, or after consummation of, the Merger. Our
opinion herein is based upon conditions and circumstances existing on the date
hereof, including current public and private equity markets, and is subject to
considerable uncertainty concerning such conditions and circumstances in the
future.
Subject to the foregoing and based upon our experience as investment
bankers and other factors we deemed relevant, we are of the opinion that, as of
the date hereof, the terms and consideration to be received by the Company's
shareholders in the Merger are fair from a financial point of view to the
shareholders of the Company.
Sincerely,
/s/ Johnson Rice & Company L.L.C.
Johnson Rice & Company L.L.C.
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