<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PARKER DRILLING COMPANY
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(3) Filing Party:
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<PAGE> 2
<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING
February 25, 1999 [PARKER DRILLING LOGO]
AND PROXY STATEMENT
</TABLE>
................................................................................
Parker Drilling Company
8 East Third Street
Tulsa, OK 74103
Dear Stockholders:
On behalf of your board of directors and management, I cordially invite you to
attend the Annual Meeting of Stockholders of Parker Drilling Company to be held
on Thursday, February 25, 1999, at 10:00 a.m., in the Parker Building, Eight
East Third Street, Tulsa, Oklahoma.
This booklet includes the formal notice of the meeting and the proxy statement.
The proxy statement, which has a different format this year, gives you more
information about the annual meeting agenda as well as the procedures for the
meeting. It also describes our board and provides personal information about our
director candidates.
Regardless of how many shares you own, it is important that your shares be
represented at the meeting. For this reason, I urge you to complete, sign, date
and return your proxy card promptly in the enclosed envelope. Alternatively, we
are introducing the ability to submit your proxy by telephone or via the
Internet. To do so, please follow the directions as outlined on the proxy card.
If you are unable to attend, look for a report on the meeting at our website:
http://www.parkerdrilling.com. Thank you for your continued support of Parker
Drilling Company.
Sincerely,
/s/ ROBERT L. PARKER
Robert L. Parker
Chairman
<PAGE> 3
TIME:
10:00 a.m., Central Standard Time
DATE:
February 25, 1999
PLACE:
Parker Building
Eight East Third Street
Tulsa, Oklahoma 74103
PURPOSE:
- Elect directors
- Ratify appointment of independent accountants
- Conduct other business properly brought before the meeting
Only shareholders of record on January 15, 1999, may vote at the
meeting.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR
PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. ALTERNATIVELY, YOU MAY
VOTE BY PHONE OR ELECTRONICALLY. PLEASE FOLLOW THE DIRECTIONS PROVIDED
ON THE ENCLOSED PROXY CARD.
/S/ LESLIE D. ROSENCUTTER
Leslie D. Rosencutter
Corporate Secretary
Tulsa, Oklahoma
January 29, 1999
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF PARKER DRILLING COMPANY
<PAGE> 4
[Parker Drilling Logo]
TABLE OF CONTENTS PAGE
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<TABLE>
<S> <C>
GENERAL INFORMATION......................... 1
ELECTION OF DIRECTORS....................... 2
Director Compensation.................... 5
Board and Committee Meetings............. 5
Security Ownership of Principal
Stockholders, Directors and Executive
Officers.............................. 6
Committee Report on Executive
Compensation.......................... 7
Executive Compensation Tables............ 10
Stock Performance Graph.................. 13
BOARD OF DIRECTORS PROPOSAL................. 14
Ratification of Independent
Accountants........................... 14
ADDITIONAL INFORMATION...................... 16
</TABLE>
Parker Drilling Company - Proxy Statement 1999
<PAGE> 5
WHO MAY VOTE
Shareholders of Parker, as recorded in our stock register on January 15, 1999,
may vote at the meeting.
HOW TO VOTE
You may vote in person at the meeting or by proxy. This year there are three
ways to vote your proxy -- by mail, telephone or via the Internet. Instructions
are provided on your proxy card. We recommend you vote by proxy even if you plan
to attend the meeting. You can always change your vote at the meeting if you
desire to do so.
HOW PROXIES WORK
PARKER'S BOARD OF DIRECTORS IS ASKING FOR YOUR PROXY. Giving us your proxy means
you authorize us to vote your shares at the meeting in the manner you direct on
your proxy card. You may vote for all, some, or none of our director candidates.
You may also vote for or against the other proposals or abstain from voting.
If you sign and return the proxy card, or alternatively if you submit your proxy
by logging on to the Internet site, but do not specify how to vote, we will vote
your shares in favor of our director candidates and in favor of the management
proposal for the ratification of independent accountants.
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 the Company's 401(k) plan. Also, if you have shares that are held by your
stockbroker you may get material from them asking how you want to vote. If you
would like to combine various household accounts into one for purposes of proxy
solicitation, please call our stock transfer agent, 800-468-9716, and instruct
the Norwest representative to do so.
REVOKING A PROXY
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 Parker's
Corporate Secretary in writing at the address listed under "Questions?" at page
18.
CONFIDENTIAL VOTING
Independent inspectors count the votes. Your individual vote is kept
confidential from us unless special circumstances exist. For example, a copy of
your proxy card will be sent to us if you write comments on the card.
QUORUM
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 the meeting, either by proxy or in person. Shares owned by Parker
are not voted and do not count for this purpose.
VOTES NEEDED
The director candidates receiving the most votes will be elected to fill the
seats on the board. Approval of the management proposal for ratification of the
independent accountants requires the favorable vote of a majority of the votes
actually cast. Only votes for or against the proposal 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.
ATTENDING IN PERSON
Only shareholders, their proxy holders, and Parker's guests may attend the
meeting.
Proxy Statement 1999 - Parker Drilling Company
1
GENERAL INFORMATION
<PAGE> 6
In accordance with the Charter and By-Laws of the Company, 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 will serve until the Annual Meeting of Stockholders for
1999 and 2000, respectively, or until their successors are elected. 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 and Mr. Parker Jr. having previously
been elected by the stockholders. Each of the nominees have advised the Company
of their willingness to serve if elected.
In the event that any vacancy shall occur by reason of the death or other
unanticipated occurrence of the nominees for election as directors by the
stockholders, the persons named as proxies on the enclosed proxy card have
advised the board of directors that it is their intention to vote such proxy for
such substitute nominee as may be proposed by the board of directors or vote to
allow the vacancy created thereby to remain open until filled by the board. The
enclosed proxy card can 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 the Company, his positions and offices with the Company, other directorships
and certain other biographical information.
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Parker Drilling Company - Proxy Statement 1999
2
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
<PAGE> 7
NOMINEES FOR DIRECTOR (CLASS III) -- FOR TERM OF OFFICE
EXPIRING AT THE 2001 ANNUAL MEETING
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<TABLE>
<S> <C>
ROBERT L. PARKER Mr. Parker, chairman of the board, served as president
ROBERT L. PARKER of the Company from 1954 until October 1977 when he
Age 75 was elected chief executive officer. Since December
Director Since 1969 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,
ROBERT L. PARKER JR. joined the Company in 1973 and was elected president
Age 50 and chief operating officer in 1977 and chief
Director Since 1973 executive officer in December 1991. He previously was
elected a vice president in 1973 and executive vice
president in 1976. He currently serves on the board of
directors of Alaska Air Group, Inc., the holding
company for Alaska Airlines and Horizon Air
Industries. He is the son of Robert L. Parker.
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</TABLE>
CONTINUING DIRECTORS (CLASS I) -- WITH TERM OF OFFICE
EXPIRING AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS
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<TABLE>
<S> <C>
DAVID L. FIST Mr. Fist is a member of the law firm of Rosenstein,
DAVID L. FIST Fist & Ringold, Tulsa, Oklahoma, having been
Age 67 associated with the firm since 1955. He serves as a
Director Since 1993 director of Peoples State Bank and Alliance Business
Investment Company, a federally licensed small
business investment company.
</TABLE>
Proxy Statement 1999 - Parker Drilling Company
3
<PAGE> 8
<TABLE>
<S> <C>
JAMES W. LINN Mr. Linn is executive vice president and chief
JAMES W. LINN operating officer of the Company and has general
Age 52 charge of the Company's business affairs and its
Director Since 1991 officers. He joined the Company in 1973 in the
Company's international department. He then served in
the Company's domestic operations, being named
northern U.S. district manager in 1976. He was elected
vice president of U.S. and Canada operations in 1979,
was promoted to senior vice president in September
1981 and was elected to his present position in
December 1991. He is also a director of Sarkeys Energy
Center, University of Oklahoma.
- - -------------------------------------------------------------------------------------------------
R. RUDOLPH REINFRANK Since January 1, 1997, Mr. Reinfrank has been a
R. RUDOLPH REINFRANK Managing General Partner of Rader Reinfrank & Co.,
Age 43 LLC, Beverly Hills, California. From May 1993 through
Director Since 1993 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.
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</TABLE>
CONTINUING DIRECTORS (CLASS II) -- WITH TERM OF OFFICE
EXPIRING AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS
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<TABLE>
<S> <C>
EARNEST F. GLOYNA Dr. Gloyna is presently a chaired professor in
EARNEST F. GLOYNA Environmental Engineering at The University of Texas
Age 76 at Austin. He served as dean, College of Engineering,
Director since 1986 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 of the
Science and Technology Advisory Board of International
Isotopes, Inc.
</TABLE>
Parker Drilling Company - Proxy Statement 1999
4
<PAGE> 9
<TABLE>
<S> <C>
BERNARD DUROC-DANNER Mr. Duroc-Danner is chairman, president and chief
BERNARD DUROC-DANNER executive officer of Weatherford International, Inc.
Age 45 For the previous five years he held the positions of
Director Since 1996 president, chief executive officer and director of
Energy Ventures, Inc. Weatherford International, Inc.
is an international manufacturer and supplier of
oilfield equipment.
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JAMES BARNES Mr. Barnes previously served as chairman, president
JAMES BARNES and chief executive officer of MAPCO, Inc., a diverse
Age 64 Fortune 500 energy company, which merged earlier this
Director Since 1998 year with The Williams Companies. Mr. Barnes also
serves on the boards of Kansas City Southern
Industries, Inc., BOK Financial Corporation, and SBC
Communications Inc.
- - -------------------------------------------------------------------------------------------------
</TABLE>
MEETINGS, COMMITTEES AND COMPENSATION OF THE BOARD
The full board of directors met seven times during fiscal year 1998 and four
times during the period September 1, 1998, through December 31, 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 two meetings of the board in
October, 1998 and December, 1998, respectively.
The audit committee was comprised of Dr. Gloyna and Mr. Fist. In fiscal year
1998, the audit committee met one time for the purpose of reviewing the internal
and external audit policies and procedures, reviewing and discussing with the
independent auditors the scope and results of their audit, reviewing past
audits, meeting with the internal audit manager to discuss future audit policy
and inquiring into financial, legal and other relevant matters.
The compensation committee was comprised of Messrs. Fist and Reinfrank. During
fiscal year 1998, the compensation committee convened three times for the
purpose of reviewing executive and overall employee compensation and management
recommendations for employee participation in the Company's equity compensation
plans and discussing future compensation policies.
The Company 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
Proxy Statement 1999 - Parker Drilling Company
5
<PAGE> 10
addition, committee members received $1,000 for each meeting. Directors who are
not full-time employees of the Company 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, and January 4, 1999,
each non-employee director was issued an option to purchase 5,000 shares and
2,000 shares, respectively, of common stock at a purchase price equal to the
fair market value per share of the common stock on such date.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND EXECUTIVE OFFICERS
The following table sets forth information concerning beneficial ownership of
the Company's common stock as of December 31, 1998, by (a) all persons known by
the Company to be beneficial owners of more than five percent (5%) of such
stock, (b) each director and nominee for director of the Company, (c) each of
the executive officers of the Company 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........................ 9,653,671(2) 12.6%
Robert L. Parker............................................ 4,297,802(3) 5.6%
Robert L. Parker Jr......................................... 995,425(4) 1.3%
James W. Linn............................................... 647,949(5) *
James J. Davis.............................................. 478,055(6) *
Earnest F. Gloyna........................................... 61,800(7) *
R. Rudolph Reinfrank........................................ 56,000(8) *
David L. Fist............................................... 52,600(9) *
Bernard Duroc-Danner........................................ 42,000(10) *
James E. Barnes............................................. 32,000(11) *
All directors and all executive officers as a Group (10
persons).................................................. 6,713,631(12) 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 December 31, 1998, 9,653,671 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, 5,470,100 and 427,471 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.
Parker Drilling Company - Proxy Statement 1999
6
<PAGE> 11
(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 47,000
shares.
(8) Includes options to purchase 52,000 shares.
(9) Includes options to purchase 52,000 shares.
(10) Includes options to purchase 42,000 shares.
(11) Includes 30,000 shares held by the James E. Barnes Revocable Trust and
options to purchase 2,000 shares.
(12) 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.
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.
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 and Pride International. The
Proxy Statement 1999 - Parker Drilling Company
7
<PAGE> 12
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 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.
Parker Drilling Company - Proxy Statement 1999
8
<PAGE> 13
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.
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.
THE COMPENSATION COMMITTEE
Mr. R. Rudolph Reinfrank, Chairman Mr. David Fist
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. David L. Fist, a director of the Company and member of the compensation
committee, is a lawyer with Rosenstein, Fist & Ringold, Tulsa, Oklahoma, a
professional legal services Corporation, which provides legal services for the
Company. The fees paid by the Company to this firm constituted less than five
percent of the firm's gross revenues during the latest fiscal year.
Proxy Statement 1999 - Parker Drilling Company
9
<PAGE> 14
The following table sets forth information concerning compensation for services
rendered in all capacities to the Company by the chief executive officer and the
four next most highly compensated executive officers of the Company
(collectively, the "Named Executive Officers") whose salary and bonus are in
excess of $100,000 for each of the three fiscal years ended August 31, 1998,
1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------
Long Term
-----Compensation-Awards---
------Annual-Compensation------- Securities
Other Annual Restricted Underlying
Name and Salary Bonus Compensation Stock Options/ All Other
Principal Position Year ($)(1) ($) ($)(2) Award(s)($) SARs(#) Compensation($)
- - ------------------------------------------------------------------------------------------------------------------
<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 President 1997 315,167 75,000 -- -- 300,000 8,607
and Chief Operating
Officer 1996 269,417 50,000 -- -- -- 9,974
..................................................................................................................
James J. Davis 1998 206,192 75,000 -- -- -- 8,324(6)(7)
Sr. Vice President-Finance 1997 200,667 65,000 -- -- 300,000 8,167
and Chief Financial
Officer 1996 189,833 40,000 -- -- -- 9,544
..................................................................................................................
</TABLE>
(1) For each of the employed 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 the Company and the Robert L.
Parker Trust.
(3) Mr. Parker Jr.'s All Other Compensation for 1998 is comprised of Company
matching contributions to its 401(k) plan of $4,800, $355 representing the
full dollar value of the term portion of a Company paid premium for a split
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 Company
matching contributions to its 401(k) plan of $4,800, $45,324 representing
the full dollar value of the term portion of a Company-paid premium for a
split dollar life insurance policy and $294,626 representing the present
value of the non-term portion of that premium. See caption "Certain
Relationships and Related Transactions" on page 16.
(5) Mr. Linn's All Other Compensation for 1998 is comprised of Company matching
contributions to its 401(k) plan of $4,800, $266 representing the full
dollar value of the term portion of a Company 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.
Parker Drilling Company - Proxy Statement 1999
10
EXECUTIVE COMPENSATION
<PAGE> 15
(6) Mr. Davis' All Other Compensation for 1998 is comprised of Company matching
contributions to its 401(k) plan of $4,800, $215 representing the full
dollar value of the term portion of a Company paid premium for a split
dollar life insurance policy and $2,858 representing the present value of
the benefit of the non-term portion of that premium.
(7) The present value of the benefit of the non-term portion of the split dollar
life insurance policies was determined by calculating the present value of
interest at risk on future premiums to be paid by the Company, assuming an
interest crediting rate of 8%. The present value of the benefit of the
non-term portion of a separate split dollar life insurance policy for Robert
L. Parker was determined by multiplying the following factors: the non-term
portion of the premium, an assumed interest crediting rate of 8%, 10 years
(which is the number of years at which point the cash surrender value
exceeds the total of premiums paid by the Company) and 8% (net present
value).
OPTION/SAR GRANTS IN 1998
The following table provides information on the Options granted to the Named
Executive Officers in 1998 under the Parker Drilling Company 1997 Stock Plan and
the potential realizable value of those grants (on a pre-tax basis) determined
in accordance with SEC rules. The information in this table shows how much the
named officer may eventually realize in future dollars under two hypothetical
situations: if the stock gains 5% or 10% in value per year compounded over the
ten-year life of the options. These are assumed rates of appreciation and are
not intended to forecast future appreciation of the Company's Common Stock.
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation for
------------------Individual-Grants-----------------------------Option-Term(b)--------
Number of
Securities Percent of Total
Underlying Options Exercise
Options Granted to Price Per
Granted Employees in Share Expiration 5% 10% Grant Date
Name (#) Fiscal Year(a) ($/S) Date ($) ($) Value(c)
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. Kirk Brassfield 50,000 4% 10.1825 3/25/08 340,000 861,600 283,700
</TABLE>
(a) Based on the total number of options granted to employees under the 1997
Stock Plan in 1998.
(b) Calculated over a ten-year period, which is equal to the maximum term of
the options.
(c) Calculated using the Black-Scholes option pricing model, based on the
Company's current dividend policy, volatility based on stock price data
over the six years preceding the option grants (44.0%) and a risk-free
interest rate (6.7%), which equaled, at the time of the option grants, the
yield on U.S. Treasury Strips with a time to maturity that approximates
the six-year estimated average life of the options. The result is a
Black-Scholes option value of $5.67 per share. The Company does not
believe the values estimated by this model, or any other model,
necessarily will be indicative of the values to be realized by an
executive.
Proxy
Statement 1999 - Parker Drilling Company
11
<PAGE> 16
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1998 AND FISCAL YEAR-END 1998
OPTION/SAR VALUES
The following table provides information on the Named Executive Officers'
unexercised options at August 31, 1998. None of the Named Executive Officers
exercised any options during 1998 and no stock appreciation rights have been
granted since the inception of the 1994 Executive Stock Option Plan, nor are any
allowable under the 1997 Stock Plan.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options/SAR's at In-the-Money Options/ SARs at
August 31, 1998(#) August 31, 1998($)(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
...................................................................................................................
W. Kirk Brassfield 10,000 40,000(5) 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 and $10.1825 for awards in
1998 under the 1997 Plan) from the $4.00 closing price of the Company's
common stock on the New York Stock Exchange on August 31, 1998.
(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.
(5) 10,000 vest annually in 1999-2002.
Parker Drilling Company - Proxy Statement 1999
12
<PAGE> 17
The following performance graphs compare cumulative total stockholder returns on
the Company's common stock to comparable indexes and peer groups. The first
graph compares the Company's common stock to the Standard and Poor's Mid-Cap 400
Index and a Peer Group Index consisting of Nabors Industries, Rowan Companies,
Inc., Noble Drilling Corp., Helmerich & Payne, Pool Energy Services and Pride
International, Inc., 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 the Company during the
last year to enable comparisons with peer companies whose operations and
business most closely resemble that of the Company. The second graph is new this
year and compares the Company's common stock and the same peer group to the
Standard & Poor Oil and Gas Drilling Index. Both graphs assume $100 was invested
on August 31, 1993 in the Company's common stock and in each of the referenced
indices and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
Peer Group
S&P (HP, NBR,
Measurement Period Parker Midcap NE, RDC,
(Fiscal Year Covered) Drilling 400 PDE, PESC)
<S> <C> <C> <C>
1993 100.00 100.00 100.00
1994 75.86 104.63 72.57
1995 77.59 126.08 87.62
1996 96.55 141.07 133.81
1997 181.90 193.66 275.71
1998 55.17 102.63 75.90
</TABLE>
<TABLE>
<CAPTION>
Peer Group (HP,
Measurement Period S&P O&G NBR, NE, RDC,
(Fiscal Year Covered) Parker Drilling Drilling PDE, PESC)
<S> <C> <C> <C>
1993 100.00 100.00 100.00
1994 75.86 73.35 72.57
1995 77.59 78.69 87.62
1996 96.55 136.39 133.81
1997 181.90 245.10 275.71
1998 55.17 90.87 75.90
</TABLE>
Proxy Statement 1999 - Parker Drilling Company
13
STOCK PERFORMANCE GRAPH
<PAGE> 18
SEVERANCE COMPENSATION AND CONSULTING AGREEMENTS
Each officer named in the Summary Compensation Table and eleven additional
officers of the Company have entered into Severance Compensation and Consulting
Agreements (the "Agreements") with the Company. Each 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 occurs, in which case the Agreements
will remain in effect until no more benefits are payable thereunder.
Subsequent to the execution of the Agreements, there have been no events 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 the
Company's executive officers and directors and persons who beneficially own
greater than 10 percent of a registered class of the Company's equity securities
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Based solely on a review of
the forms it has received, the Company 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.
BOARD OF DIRECTORS PROPOSAL
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The board of directors has unanimously selected PricewaterhouseCoopers (PWC) as
the independent accountants for the Company for its 1999 fiscal year subject to
ratification or rejection by the stockholders at the Annual Meeting. A
representative of PWC will attend the forthcoming Annual Meeting, will have the
opportunity to make a statement if he or she desires to do so and will be
available to answer appropriate questions.
THE BOARD RECOMMENDS YOU VOTE FOR THIS PROPOSAL.
Parker Drilling Company - Proxy Statement 1999
14
<PAGE> 19
The Company was the beneficiary of a life insurance policy on Robert L. Parker,
chairman of the Company, which was issued pursuant to a Stock Purchase Agreement
("Agreement") approved by vote of the stockholders at the 1975 Annual Meeting on
December 10, 1975. This Agreement was entered into between the Company and the
Robert L. Parker Trust and originally provided that upon the death of Robert L.
Parker, the Company would be required, at the option of the trust, to purchase
from the trust at a discounted price the amount of Company common stock which
could be purchased with the proceeds of the policy of $7,000,000. The Company
and the trust modified this Agreement as of August 3, 1994, so that the Company
will have the option, but not the obligation, to purchase the stock with the
proceeds at a discounted price. In fiscal 1998 the Company surrendered this
policy for a cash value of $2,009,000, which will be used for general corporate
purposes.
As a part of the agreement to terminate the option held by the trust and to
grant the Company a limited option to purchase stock at a discounted price, the
Company agreed to pay a premium of $655,019 annually for a split dollar
last-to-die life insurance policy on Robert L. Parker and Mrs. Robert L. Parker.
Upon the deaths of Mr. Parker and Mrs. Parker, the Company will be reimbursed by
the Robert L. Parker Sr. and Catherine M. Parker Family Trust from the proceeds
of the policy for the full amount of the premiums paid by the Company, with
interest to be paid after fiscal year 1999 at a one-year treasury bill rate.
Robert L. Parker and the Company agreed on or about October 15, 1996, that the
Company 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., president and chief executive officer of
the Company and son of Robert L. Parker Sr., 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, chairman of the Company, through the Robert L. Parker Sr.
Family Limited Partnership (the "Limited Partnership") owns a 2,987 acre ranch
near Kerrville, Texas, ("Cypress Springs Ranch") which the Limited Partnership
makes available to the Company 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
Proxy Statement 1999 - Parker Drilling Company
15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
<PAGE> 20
discussions on all phases of the industry and are afforded the opportunity to
know one another on a personal basis. Robert L. Parker has a 50 percent general
partnership interest and a 46.5 percent limited partnership interest in the
Limited Partnership. The Limited Partnership also owns a 4,982 acre cattle ranch
near Mazie, Oklahoma ("Mazie Ranch"), 40 miles from the corporate headquarters
in Tulsa, Oklahoma. The Mazie Ranch is also used by the Company for outdoor
activities by customers and is available to employees for outdoor activities and
other family recreation.
There is an understanding between the Company 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
facilities, the Company pays only the portion of the ranch operating expenses
based on the Company's actual use of said facilities. The total amount of these
operating expenses paid by the Company in fiscal year 1997 was approximately
$148,393.
Additionally, the Company uses a 1,380 acre ranch ("Camp Verde Ranch") owned by
Robert L. Parker Jr., president and chief executive officer of the Company,
which is near the Cypress Springs Ranch. The Camp Verde Ranch is used to provide
additional facilities and lodging for business functions at Cypress Springs
Ranch, for which the Company pays only that portion of the ranch operating
expenses based on the actual use of these facilities. The total amount of these
operating expenses paid by the Company in fiscal 1997 was approximately $46,767.
Mr. Bernard Duroc-Danner, the chairman of Weatherford International, Inc. is a
director of the Company. During fiscal year 1998, the Company and its
subsidiaries purchased approximately $12,579,000 worth of drillpipe from Grant
Prideco, Inc., a wholly-owned subsidiary of Weatherford International, Inc.
Mr. Robert L. Parker Jr., James W. Linn and James J. Davis incurred tax
liability 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 the
Company pursuant to the Company's 1991 Stock Grant Plan in 1995. As is
customary, the Company paid the estimated taxes on said stock grants pursuant to
an agreement that said executive officers would repay said amounts to the
Company. At the present time Mr. Parker Jr. is indebted to the Company in the
amount of $163,092.
ADDITIONAL INFORMATION
MATTERS WHICH MAY COME BEFORE THE MEETING
The board of directors does not intend to bring any other matters before the
meeting, nor does the board of directors know of any matters which other persons
intend to bring before the meeting. If, however, other matters not mentioned in
this proxy statement properly come before the meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with the recommendation
of the board of directors.
Parker Drilling Company - Proxy Statement 1999
16
<PAGE> 21
OUTSTANDING SHARES
On December 31, 1998, 76,886,806 shares of Common Stock, par value $.16 2/3 per
share, were outstanding. Each share is entitled to one vote. The Company has no
other voting securities outstanding.
HOW WE SOLICIT PROXIES
In addition to this mailing, proxies may be solicited by directors, officers or
regular employees of the Company personally, electronically or by telephone.
Parker will pay the cost of soliciting proxies for the meeting. The Company has
retained the services of Kissel-Blake, New York, NY to assist in solicitation of
proxies for a fee of $7,000 plus expenses. We also reimburse brokers and other
nominees for their expenses in sending these materials to you and obtaining your
voting instructions.
PROPOSALS OF STOCKHOLDERS
To permit the Company and its stockholders to deal with stockholder proposals in
an informed and orderly manner, the By-Laws establish an advance notice
procedure with regard to the nomination (other than by or at the direction of
the board of directors) of candidates for election to the board of directors and
with regard to certain matters to be brought before the Annual Meeting of
Shareholders. In general, written notice must be received by the Secretary of
the Company not less than 60 days prior to the meeting at which the shareholder
vote will be taken of any nominations for directors made by shareholders. A copy
of the applicable By-Law provision may be obtained, without charge, upon written
request to the Secretary of the Company at the address set forth below.
Due to the recent change in fiscal year end, the next annual meeting will not be
held until subsequent to the December 31, 1999, year end. The 1999 Annual
Meeting is anticipated to be held on or about April 27, 2000. Based on this
date, proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received at the Company's principal executive
offices, 8 East Third Street, Tulsa, Oklahoma, 74103, on or before November 15,
1999.
QUESTIONS?
If you have questions or need more information about the annual meeting, write
to:
Parker Drilling Company
Corporate Secretary
8 East Third Street
Tulsa, OK 74103
or call us at (918) 585-8221.
By order of the Board of Directors,
/s/ LESLIE D. ROSENCUTTER
LESLIE D. ROSENCUTTER
Corporate Secretary
Tulsa, Oklahoma
January 29, 1999
Proxy Statement 1999 - Parker Drilling Company
17
<PAGE> 22
The Company has provided to each person whose proxy is being solicited a copy of
its 1998 Annual Report to Stockholders. THE COMPANY WILL PROVIDE WITHOUT CHARGE
TO EACH PERSON WHO REQUESTS, A COPY OF THE COMPANY'S ANNUAL REPORT AND FORM 10-K
(INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES THERETO) REQUIRED TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED AUGUST
31, 1998. Such requests should be directed to Mr. Tim Colwell, Public Relations
Department, Parker Drilling Company, 8 East Third Street, Tulsa, Oklahoma 74103.
Stockholders are invited to keep current on the Company's latest contracts, news
releases and other developments throughout the year by way of the Internet. The
Parker Drilling Company website can be accessed by setting your World Wide Web
browser to http://www.parkerdrilling.com for regularly updated information.
Parker Drilling Company - Proxy Statement 1999
18
ANNUAL REPORT
<PAGE> 23
<TABLE>
<S> <C> <C> <C>
--------------------------
COMPANY #
CONTROL #
--------------------------
THIS YEAR
THERE ARE VOTE BY PHONE VOTE BY INTERNET VOTE BY MAIL
1-800-240-6326 HTTP://WWW.EPROXY.COM/PKD/ POSTAGE-PAID ENVELOPE PROVIDED
Use any touch-tone telephone to vote Use the Internet to vote your Mark, sign and date your proxy card
3 your proxy 24 hours a day, 7 days a proxy 24 hours a day, 7 days a and return it in the postage-paid
week. Have your proxy card in hand week. Have your proxy card in envelope we have provided.
when you call. You will be prompted hand when you access the web
to enter your 3-digit company number site. You will be prompted to [PARKER DRILLING LOGO]
and 7-digit control number, which enter your 3-digit company
are located in the upper right hand number and 7-digit control
corner of this card. Then follow the number, which are located in the
simple instructions given over the upper right hand corner of this
phone. card. This will create an
electronic ballot.
Please Detach Here
- - ------------------------------------------------------------------------------------------------------------------------------------
WAYS TO
VOTE YOUR
PARKER (continued from reverse side)
DRILLING
PROXY! THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
1. ELECTION OF TWO DIRECTORS (CLASS III), TO SERVE [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
A TERM OF THREE YEARS: (except as marked to to vote for both
01 Robert L. Parker 02 Robert L. Parker, Jr. the contrary below): nominees listed.
-----------------------
(Instructions: To withhold authority to vote for any individual nominee, write the
number(s) in the box provided to the right.) -----------------------
2. PROPOSAL TO RATIFY the selection of PricewaterhouseCoopers LLP as
independent accountants for the Company's 1999 fiscal year. [ ] For [ ] Against [ ] Abstain
3. IN THEIR DISCRETION, the Proxies are authorized to vote upon such other and further business as may be
brought before the meeting or any adjournment(s) thereof.
The undersigned has received the Notice of Meeting and the Proxy Statement dated January 29, 1999, and the
Annual Report to Stockholders for 1998.
Address Change? Mark Box [ ] I Plan to Attend the Meeting [ ]
Indicate changes below:
NOTE: IF VOTING Dated
BY PHONE OR -----------------------------------------
INTERNET ----------------------------------------------
Your telephone or
Internet vote autho-
rizes the named
proxies in the same ----------------------------------------------
manner as if you
marked, signed and Signature(s) exactly as your name appears
returned the proxy hereon
card. The deadline
for telephone or (Note: In the case of joint ownership, each
Internet voting is such owner should sign. Executors, guardians,
noon CST, one trustees, etc. should add their title as such
business day before and where more than one executor, etc. is
the annual named, a majority must sign. If the signer is
meeting. a corporation, please sign full corporate name
by a duly authorized officer.)
</TABLE>
<PAGE> 24
PARKER DRILLING COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- FEBRUARY 25, 1999
The Proxy is solicited on Behalf of The Board of Directors
The undersigned hereby appoints ROBERT L. PARKER and LESLIE D. ROSENCUTTER,
or either of them, as proxies and attorneys with several powers of
substitution, hereby revoking any prior Proxy, for and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of Stockholders
of Parker Drilling Company, February 25, 1999, or at any adjournment(s) thereof,
and thereat to vote all of the shares of Common Stock standing in the name of
the undersigned upon the following matters:
IF THE PROXY CARD IS SIGNED AND RETURNED TO THE COMPANY WITHOUT DIRECTION
ON ANY MATTER, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS IN EACH SUCH
CASE.
PLEASE MARK, SIGN AND DATE THE REVERSE SIDE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
