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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 6, 1999
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0618660
(State or other jurisdiction 1-7573 (IRS Employer
of incorporation) (Commission File Number) Identification No.)
Parker Building, Eight East Third Street, Tulsa, Oklahoma 74103
(Address of principal executive offices) (Zip Code)
(918) 585-8221
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On January 6, 1999, Parker Drilling Company (the "Registrant") and
Superior Energy Services, Inc. announced that they had agreed to
terminate their merger agreement in which Parker was to acquire
Superior in an exchange of stock. Copies of the Termination
Agreement and Press Release are filed herewith as Exhibit 99.1 and
99.2, respectively.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
99.1 Termination and Release Agreement dated January
6, 1999 by and among Parker Drilling Company,
Saints Acquisition Company and Superior Energy
Services, Inc.
99.2 Press release issued by the Registrant on
January 7, 1999 announcing the termination of
the merger agreement with Superior.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PARKER DRILLING COMPANY
By: /s/ James J. Davis
-----------------------------------
James J. Davis
Senior Vice President - Finance
and Chief Financial Officer
Dated: January 7, 1999
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Termination and Release Agreement dated January 6, 1999
by and among Parker Drilling Company, Saints
Acquisition Company and Superior Energy Services, Inc.
99.2 Press release issued by the Registrant on January 7, 1999
announcing the termination of the merger agreement with
Superior.
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EXHIBIT 99.1
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (this "Agreement"), dated as
of the 6th day of January 1999, is by and among Parker Drilling Company, a
Delaware corporation ("Parker"), Saints Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Parker ("Sub"), and Superior
Energy Services, Inc., a Delaware corporation ("Superior").
W I T N E S S E T H:
WHEREAS, Parker, Sub and Superior are parties to that certain
Agreement and Plan of Merger dated as of October 28, 1998 and amended on
November 25, 1998 (as amended, the "Merger Agreement") providing for, among
other things, the merger of Sub with and into Superior (the "Merger"); and
WHEREAS, Parker, Sub and Superior mutually desire to terminate the
Merger Agreement and to abandon the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereunder and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Termination of the Merger Agreement.
(a) Pursuant to Section 7.1(a) of the Merger Agreement,
the Merger Agreement is hereby terminated and declared void, the Merger is
hereby abandoned, and notwithstanding anything to the contrary contained in
the Merger Agreement (including Section 7.2 thereof), all rights and
obligations of the parties thereunder shall cease.
(b) Except for that certain Confidentiality Agreement
between Superior and Parker dated October 22, 1998, all agreements and
understandings of any type, whether executed or unexecuted, among any of
Parker, Sub, Superior and each of their respective affiliates related to the
Merger Agreement and/or the Merger are hereby terminated and shall be of no
further force or effect.
2. Consideration. For and in consideration of the termination of the
Merger Agreement and the Merger, contemporaneously with the execution hereof
Superior shall pay to Parker $2,125,000, by wire transfer of immediately
available funds to an account designated by Parker, to reimburse Parker for
costs and expenses incurred by Parker and Sub in connection with or relating to
this Agreement, the Merger Agreement or the transactions contemplated hereby
and thereby, including, without limitation, the fees and disbursements of
counsel, financial advisors and accountants. The parties acknowledge and agree
that, except for the payment made pursuant to this Section 2, no party shall be
obligated or responsible for any costs or expenses paid or incurred by any
other party hereto.
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3. Release of Parker and Sub. Except for the obligations arising
under this Agreement, Superior hereby irrevocably and unconditionally releases,
acquits and forever discharges Parker and Sub, and each of Parker's and Sub's
owners, stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, subsidiaries, affiliates and
all persons acting by, through, under or in concert with any of them or all of
them, from any and all actions or causes of action in law or in equity,
charges, claims, complaints, costs, demands, damages, liabilities, liens,
obligations, promises, agreements, controversies, suits, rights, losses, debts,
interest and expenses (including attorney's fees and costs actually incurred)
of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, in any way arising out of or connected with the Merger, Merger
Agreement or any agreements or understandings related thereto.
4. Release of Superior. Except for the obligations arising under
this Agreement, Parker and Sub hereby irrevocably and unconditionally release,
acquit and forever discharge Superior and each of Superior's owners,
stockholders, predecessors, successors, assigns, agents, directors, officers,
employees, representatives, attorneys, subsidiaries, affiliates and all persons
acting by, through under or in concert with any of them or all of them, from
any and all actions or causes of action in law or in equity, charges, claims,
complaints, costs, demands, damages, liabilities, liens, obligations, promises,
agreements, controversies, suits, rights, losses, debts, interest, and expenses
(including attorneys' fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, in
any way arising out of or connected with the Merger, Merger Agreement or any
agreements or understandings related thereto.
5. Further Assurances. The parties hereto agree that they will
cooperate with each other and will execute and deliver or cause to be
delivered, all such other instruments, documents and/or certificates, and will
take all such other actions, as a party may reasonably request from time to
time to effectuate the provisions and purposes hereof. In the event of any
third-party claims relating to the termination of the Merger or the matters
covered herein, the parties hereto agree to cooperate with each other in the
defense thereof.
6. Governing Law. This Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware without giving
effect to the principals of conflicts of law thereof.
7. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of Parker, Sub and Superior, and each of their respective
successors and assigns and references in this Agreement to any of them shall be
construed accordingly.
8. Severability. In the event that any part of this Agreement is
declared by any court or other judicial or administrative body to be declared
null, void, or unenforceable, such provision shall survive to the extent it is
not so declared, and all other provisions of this Agreement shall remain in
full force and effect.
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9. Publicity. The parties hereto agree that Parker and Superior will
issue press releases with respect to the matters covered herein and shall not
make any public statements regarding the other party without the consent of
such other party, other than as required by law.
10. 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.
11. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect thereto, including, without limitation, the
Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.
PARKER DRILLING COMPANY
By: /s/ James J. Davis
-------------------------------------
James J. Davis
Senior Vice President and
Chief Financial Officer
SAINTS ACQUISITION COMPANY
By: /s/ James J. Davis
-------------------------------------
James J. Davis
Vice President
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Robert S. Taylor
-------------------------------------
Robert S. Taylor
Chief Financial Officer
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
Parker Drilling: Ed Hendrix, Investor
Relations 918-631-1273
Superior Energy Services: Terence Hall,
CEO: Robert Taylor, CFO: Guy Cook,
Investor Relations, 504-362-4321
PARKER DRILLING - SUPERIOR ENERGY SERVICES DEAL TERMINATED
(Harvey, La., January 7, 1999) Parker Drilling Company (NYSE: PKD) and Superior
Energy Services, Inc. (NASDAQ:SESI), announced today that they have jointly
agreed to terminate their merger agreement in which Parker was to acquire
Superior in an exchange of stock.
In connection with such termination, Superior has agreed to make a cash payment
to Parker in settlement of certain obligations under the merger agreement.
Superior provides oilfield tool rentals, well plug and abandonment services,
and other specialized products and services to oil companies operating in the
Gulf of Mexico and Gulf Coast regions. Superior is headquartered in Harvey, La.
Founded in 1934, Parker is an international provider of offshore and on-land
drilling services and oil tool rentals.
