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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PARKER DRILLING COMPANY
(and certain subsidiaries identified in footnote (*) below)
(Exact name of registrant as specified in its charter)
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DELAWARE 73-0618660
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
JAMES J. DAVIS
SENIOR VICE PRESIDENT - FINANCE AND
CHIEF FINANCIAL OFFICER
8 EAST THIRD STREET 8 EAST THIRD STREET
TULSA, OKLAHOMA 74103 TULSA, OKLAHOMA 74103
(918) 585-8221 (918) 585-8221
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices) including area code, of agent for service)
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Copy to:
T. MARK KELLY AND
C. MICHAEL HARRINGTON
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
(713) 758-4592/2148
(713) 758-2346 (FAX)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM OFFERING MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2)(3) UNIT(1)(3)(4)(5) PRICE(1)(3)(4)(5) REGISTRATION FEE
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Debt Securities....................
Preferred Stock....................
Common Stock(6)....................
Depositary Shares(7)...............
Warrants...........................
Guarantees(8)......................
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Total..................... $250,000,000 100% $250,000,000(9) $66,000
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(1) Not specified as to each class of securities to be registered pursuant to
General Instruction II(D) to Form S-3.
(2) This registration statement also covers such indeterminate amount of
securities as may be issued in exchange for, or upon conversion or exercise
of, as the case may be, the Debt Securities, Preferred Stock or Depositary
Shares registered hereunder. Any securities registered hereunder may be
sold separately or as units with other securities registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(4) No separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, as the
case may be, the Debt Securities, Preferred Stock or Depositary Shares
registered hereunder.
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(5) The proposed maximum offering price per unit will be determined from time
to time by the registrants in connection with, and at the time of, the
issuance by the registrants of the securities registered hereunder.
(6) Each share of Common Stock registered hereunder includes an associated
Preferred Share Purchase Right. Until the occurrence of certain prescribed
events, none of which has occurred, the Preferred Share Purchase Rights are
not exercisable, are evidenced by certificates representing the Common
Stock and may be transferred only with the Common Stock.
(7) The Depositary Shares registered hereunder will be evidenced by depositary
receipts issued pursuant to a deposit agreement. If the registrants elect
to offer to the public fractional interests in shares of Preferred Stock,
then depositary receipts will be distributed to those persons purchasing
the fractional interests and the shares will be issued to the depositary
under the deposit agreement.
(8) Guarantees that may be provided by subsidiaries of Parker Drilling Company
of the payment of the principal and interest on the Debt Securities. No
additional consideration will be received for the guarantees and, pursuant
to Rule 457(n), no additional fee is required.
(9) The aggregate principal amount of the Debt Securities may be increased if
any Debt Securities are issued at an original issue discount by an amount
such that the gross proceeds to be received by the registrants shall be
equal to the above amount to be registered. Any offering of Debt Securities
denominated other than in U.S. dollars will be treated as the equivalent of
U.S. dollars based on the exchange rate applicable to the purchase of such
Debt Securities at the time of initial offering. In no event will the
aggregate initial offering price of all securities issued from time to time
pursuant to this Registration Statement exceed $250,000,000, or the
equivalent thereof in foreign currencies or composite currencies. The
aggregate amount of Common Stock is further limited to that which is
permissible under Rule 415(a)(4).
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(*) The following subsidiaries of Parker Drilling Company are co-registrants
and are incorporated or organized in the states and have the I.R.S.
Employer Identification Numbers indicated: (i) Parker Drilling Company of
Oklahoma, Incorporated, an Oklahoma corporation (73-0798949); (ii) Parker
Technology, Inc., an Oklahoma corporation (75-1246599); (iii) Parker
Drilling Company International Limited, a Nevada corporation (73-1046414);
(iv) Choctaw International Rig Corp., a Nevada corporation (73-1046415);
(v) Quail Tools, L.L.P., an Oklahoma limited liability partnership
(72-1361471); (vi) Parker Drilling Offshore USA, L.L.C., formerly known as
Mallard Bay Drilling, L.L.C., an Oklahoma limited liability company
(72-1361469); (vii) Parker Drilling Company of New Guinea, Inc., an
Oklahoma corporation (73-1331670); (viii) Parker Drilling Company North
America, Inc., a Nevada corporation (73-1506381); (ix) Parker Drilling
U.S.A. Ltd., a Nevada corporation (73-1030215); (x) Parker-VSE, Inc.,
formerly known as Vance Systems Engineering, Inc., a Nevada corporation
(75-1282282); (xi) Parker USA Drilling Company, formerly Parcan Limited, a
Nevada corporation (73-1097039); (xii) Parker Drilling Company Limited, a
Nevada corporation (73-1284516); (xiii) Parker Drilling Company Limited, an
Oklahoma corporation (73-1294859); (xiv) Parker Drilling Offshore
Corporation, a Texas corporation (76-0409092); (xv) Parker Drilling
Offshore International, Inc., a Cayman Islands limited liability company
(76-0354348); (xvi) DGH, Inc., a Texas corporation (75-1726918) and (xvii)
Parker Technology, L.L.C., a Louisiana limited liability company
(62-1681875).
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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PROSPECTUS
PARKER DRILLING COMPANY
8 East Third Street
Tulsa, Oklahoma 74103
(918) 585-8221
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
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We may offer and sell the securities listed above with an aggregate
offering price up to $250 million in connection with this prospectus. We will
provide specific terms of these offerings and securities in supplements to this
prospectus, including whether the debt securities are guaranteed by all of our
subsidiaries.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS
CAREFULLY BEFORE YOU INVEST, INCLUDING THE RISK FACTORS WHICH BEGIN ON PAGE 4 OF
THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.
This prospectus is dated __________, 2000.
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TABLE OF CONTENTS
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About this Prospectus.............................................................................................2
Where You Can Find More Information...............................................................................2
Forward-looking Statements........................................................................................3
The Company.......................................................................................................4
Risk Factors......................................................................................................4
Use of Proceeds...................................................................................................7
Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges plus Dividends..................................7
Description of Debt Securities....................................................................................7
Description of Capital Stock.....................................................................................18
Depositary Shares................................................................................................22
Description of Warrants..........................................................................................24
Plan of Distribution.............................................................................................24
Legal Matters....................................................................................................26
Experts..........................................................................................................26
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf registration process, we may sell any combination of
the securities described in this prospectus in one or more offerings up to a
total dollar amount of $250 million. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities we will
provide a prospectus supplement that will contain specific information about the
terms of the offering and the offered securities. The prospectus supplement may
also add, update or change information contained in this prospectus. Any
statement that we make in this prospectus will be modified or superseded by any
inconsistent statement made by us in a prospectus supplement. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330. We also file such information with the New
York Stock Exchange. Such reports, proxy statements and other information may be
read and copied at 30 Broad Street, New York, New York 10005.
The SEC allows us 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 prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any further filings made with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") until we sell all of the securities or we terminate
this offering:
o Our Annual Report on Form 10-K for the year ended December 31, 1999;
o The description of our common stock contained in our Form 8-A dated
June 16, 1969, including any amendment to that form that we may have
filed in the past, or may file in the future, for the purpose of
updating the description of our common stock; and
o The description of our preferred stock purchase rights contained in
our Form 8-A dated January 19, 1999.
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You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Investor & Public Relations Department
Parker Drilling Company
8 East Third Street
Tulsa, Oklahoma 74103
(918) 631-1238
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporated by reference,
contains statements that constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and
Section 21E of the Exchange Act. These statements appear in a number of places
in this prospectus and include statements regarding our plans, beliefs or
current expectations, including those plans, beliefs and expectations of our
officers and directors with respect to, among other things:
o future operating results,
o future cost savings,
o future capital expenditures and investments in the acquisition and
refurbishment of rigs and other equipment,
o issuance or repayment of debt,
o trends affecting our future financial condition or results of
operations, and
o our business strategy regarding future operations.
Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties, many of which are outside our
control. Actual results may differ materially from anticipated results for a
number of reasons, including:
o general economic and business conditions,
o fluctuations in the market prices of oil and gas,
o foreign exchange and currency fluctuations,
o acquisitions and other business opportunities that may be presented to
and pursued by us,
o the availability of capital resources, and
o changes in laws and regulations affecting the drilling business.
The information contained in this prospectus, including the information set
forth under the heading "Risk Factors," identifies additional factors that could
affect our operating results and performance. We urge you to carefully consider
those factors.
All forward-looking statements attributable to us are expressly qualified
in their entirety by this cautionary statement.
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THE COMPANY
We are a leading worldwide provider of contract drilling and drilling
related services, operating in the transition zones of the Gulf of Mexico and
Nigeria, the offshore waters of the Gulf of Mexico and the Caspian Sea and on
land in Alaska and international oil and gas producing regions.
Our principal executive offices are located at 8 East Third Street, Tulsa,
Oklahoma 74103, and our telephone number there is (918) 585-8221.
Additional information concerning us and our subsidiaries is included in
our reports and other documents incorporated by reference in this prospectus.
See "Where You Can Find More Information."
RISK FACTORS
You should carefully consider and evaluate all of the information in this
prospectus, including the risk factors set forth below and any additional risk
factors contained in a prospectus supplement, before investing.
RISK FACTORS RELATING TO OUR BUSINESS
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF LOWER OIL AND GAS PRICES DECREASE
DEMAND FOR OUR SERVICES.
Our business and operations depend upon exploration and development
spending by oil and gas companies. An actual decline, or the perceived risk of a
decline, in oil and gas prices could cause oil and gas companies to reduce their
overall level of spending. As a result, demand for our services may decrease and
our business may be adversely affected.
OUR HIGH LEVERAGE COULD ADVERSELY AFFECT OUR FUTURE PERFORMANCE AND OUR ABILITY
TO SATISFY OUR DEBT OBLIGATIONS.
Our business requires substantial capital. We now have, and will continue
to have in the foreseeable future, relatively high amounts of debt under our
credit facilities and debt securities in relation to our stockholders' equity.
As of December 31, 1999, we had $648.6 million of long-debt outstanding and
stockholders' equity of $329.4 million.
Our ability to meet our debt service obligations depends on our future
performance. Our future performance is influenced by general economic conditions
and by financial, business and other factors affecting our operations, many of
which are beyond our control. If we are unable to service our debt, we may have
to:
o delay the acquisition of additional rigs and other assets;
o sell our equity securities;
o sell our assets; or
o restructure or refinance our debt.
We cannot give you any assurances that, if we are unable to service our
debt, we will be able to sell our equity securities, sell our assets or
restructure or refinance our debt.
Our substantial debt could have important consequences to you. For example,
it could:
o make it more difficult for us to obtain additional financing in the
future for our acquisitions and operations;
o require us to dedicate a substantial portion of our cash flows from
operations to the repayment of our debt and the interest associated
with our debt;
o limit our operating flexibility due to financial and other restrictive
covenants, including restrictions on incurring additional debt,
creating liens on our properties and paying dividends on our equity
securities;
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o place us at a competitive disadvantage compared with our competitors
that have relatively less debt; and
o make us more vulnerable in the event of a downturn in our business.
UNPREDICTABLE CHANGES IN GOVERNMENTAL REGULATIONS COULD INCREASE OUR OPERATING
COSTS AND REDUCE DEMAND FOR OUR SERVICES.
Our operations are affected by a variety of laws and regulations, including
laws and regulations relating to:
o the protection of the environment;
o safety; and
o permitting or licensing requirements for drilling activities and for
oil and gas exploration and development activities.
We and our clients are required to invest financial and managerial
resources to comply with these laws and regulations. Because these laws and our
business change from time to time, we cannot predict the future costs of
complying with these laws, and our expenditures could be material in the future.
Modification of existing laws or regulations or adoption of new laws or
regulations limiting exploration or production activities by oil and gas
companies or imposing more stringent restrictions on drilling operations could
adversely affect us by reducing the demand for, or increasing the cost of, our
services.
WE OPERATE IN INTERNATIONAL MARKETS, SO WE HAVE EXPOSURE TO RISKS INHERENT IN
DOING BUSINESS ABROAD.
A significant portion of our revenue is derived from operations outside the
United States and is subject in varying degrees to risks inherent in doing
business abroad. These risks include:
o the possibility of unfavorable changes in tax or other laws;
o partial or total expropriation;
o currency exchange rate fluctuations, devaluations and restrictions on
currency repatriation;
o the disruption of operations from labor and political disturbances;
o insurrection or war;
o disruption or delay of licensing or permitting activities; and
o requirements of partial local ownership of operations.
WE ARE SUBJECT TO HAZARDS CUSTOMARY FOR DRILLING OPERATIONS.
Substantially all of our operations are subject to hazards that are
customary for oil and gas drilling operations, including blowouts, reservoir
damage, loss of well control, cratering and oil and gas well fires. Our offshore
operations also are subject to hazards inherent in marine operations, such as
capsizing, grounding, collision and damage from severe weather conditions. Any
of these risks could result in damage to or destruction of drilling equipment,
personal injury and property damage, suspension of operations or environmental
damage.
BECAUSE WE DO NOT HAVE CUSTOMER INDEMNITIES OR INSURANCE TO COVER SOME OPERATING
RISKS, OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED IF ONE OF THOSE
RISKS OCCURRED.
We cannot always obtain customer indemnities or insurance for our operating
risks. Although we carry insurance against the destruction of or damage to our
drilling equipment in amounts that we consider adequate, such insurance may not
always be available at acceptable rates in the future for all risks and all
geographic areas.
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IF WE CANNOT KEEP OUR RIGS UTILIZED, OUR OPERATING RESULTS WILL BE ADVERSELY
IMPACTED.
Our business is capital intensive and generally requires significant
investments in drilling equipment. As a result, we incur relatively high fixed
costs in our operations. If we cannot keep our rigs utilized, our operating
results will be adversely impacted.
OUR DEBT AGREEMENTS MAY LIMIT OUR FLEXIBILITY IN RESPONDING TO CHANGING MARKET
CONDITIONS OR IN PURSUING BUSINESS OPPORTUNITIES.
Our debt agreements contain restrictions and requirements relating to,
among other things:
o the issuance of additional indebtedness;
o the maintenance of financial ratios;
o the encumbrance of assets;
o the sale of assets;
o the payment of dividends on our equity securities; and
o mergers.
These restrictions and requirements may limit our flexibility in responding
to changing market conditions or in pursuing business opportunities that we
believe would have a positive effect on our business.
RISK FACTORS RELATING TO OUR EQUITY SECURITIES
MARKET PRICES OF OUR EQUITY SECURITIES COULD CHANGE SIGNIFICANTLY.
The market prices of our common stock, preferred stock or warrants may
change significantly in response to various factors and events, including the
following:
o the other risk factors described in this prospectus, including changes
in oil and gas prices;
o a shortfall in rig utilization, operating revenue or net income from
that expected by securities analysts and investors;
o changes in securities analysts' estimates of the financial performance
of ourself or our competitors or the financial performance of
companies in the oilfield service industry generally;
o changes in actual or market expectations with respect to the amounts
of exploration and development spending by oil and gas companies;
o general conditions in the oil and gas or oilfield service industries;
and
o general conditions in the securities markets.
Most of these factors are beyond our control.
A HOSTILE TAKEOVER OF OUR COMPANY WOULD BE DIFFICULT.
We have adopted a stockholders' rights plan. Some of the provisions of our
Restated Certificate of Incorporation and of the Delaware General Corporation
Law may make it difficult for a hostile suitor to acquire control of our company
and to replace our incumbent management. For example, our Restated Certificate
of Incorporation provides for a staggered Board of Directors and permits the
Board of Directors, without stockholder approval, to issue additional shares of
common stock or a new series of preferred stock.
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RISK FACTORS RELATING TO OUR DEBT SECURITIES
WE ARE A HOLDING COMPANY AND DEPEND ON OUR SUBSIDIARIES FOR FUNDS.
Our subsidiary companies conduct substantially all of our business. Our
holding company structure results in two principal risks:
o our subsidiaries may be restricted by contractual provisions or
applicable laws from providing us the cash that we need to pay parent
company debt service obligations, including payments on any debt
securities we offer under this prospectus; and
o in any liquidation, reorganization or insolvency proceeding involving
us, your claim as a holder of any debt securities we offer under this
prospectus will be effectively junior to the claims of holders of any
indebtedness or preferred stock of our subsidiaries.
USE OF PROCEEDS
Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the securities offered by this prospectus and any
prospectus supplement for our general corporate purposes, which may include
repayment of indebtedness, additions to our working capital and capital
expenditures.
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES PLUS DIVIDENDS
The following table contains our consolidated ratios of earnings to fixed
charges and earnings to fixed charges plus dividends for the periods indicated.
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FOUR MONTHS
YEAR ENDED ENDED YEAR ENDED AUGUST 31,
DECEMBER 31, DECEMBER 31, ------------------------------------------
1999 1998 1998 1997 1996 1995
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Ratio of earnings to fixed charges .................... .26 .05 1.78 1.71 64.46 81.68
Ratio of earnings to fixed charges plus dividends ..... .26 .05 1.78 1.71 64.46 81.68
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For purposes of computing the ratios of earnings to fixed charges and
earnings to fixed charges plus dividends:
(1) earnings consist of income before provision for income taxes plus
fixed charges (excluding capitalized interest) and
(2) "fixed charges" consist of interest expensed and capitalized,
amortization of debt discount and expense relating to indebtedness and
the portion of rental expense representative of the interest factor
attributable to leases for rental property.
There were no dividends paid or accrued during the periods presented above.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be either our senior debt securities ("Senior Debt
Securities") or our subordinated debt securities ("Subordinated Debt
Securities"). The Senior Debt Securities and the Subordinated Debt Securities
will be issued under separate Indentures among us, our subsidiaries, if our
subsidiaries are guarantors of the Debt Securities, and a U.S. banking
institution (a "Trustee"). Senior Debt Securities will be issued under a "Senior
Indenture" and Subordinated Debt Securities will be issued under a "Subordinated
Indenture." Together the Senior Indenture and the Subordinated Indenture are
called "Indentures."
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The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series which are offered by a prospectus supplement
will be described in the prospectus supplement.
We have summarized selected provisions of the Indentures below. The summary
is not complete. The form of each Indenture will be filed with the SEC via a
Current Report on Form 8-K prior to our initial offering of Debt Securities
under that Indenture and you should read the Indenture for provisions that may
be important to you. In the summary below we have included references to section
numbers of the applicable Indentures so that you can easily locate these
provisions. Whenever we refer in this prospectus or in the prospectus supplement
to particular sections or defined terms of the Indenture, such sections or
defined terms are incorporated by reference herein or therein, as applicable.
Capitalized terms used in the summary have the meanings specified in the
Indentures.
GENERAL
The Indentures provide that Debt Securities in separate series may be
issued thereunder from time to time without limitation as to aggregate principal
amount. We may specify a maximum aggregate principal amount for the Debt
Securities of any series. (Section 301) We will determine the terms and
conditions of the Debt Securities, including the maturity, principal and
interest, but those terms must be consistent with the Indenture. The Debt
Securities will be our unsecured obligations.
The Subordinated Debt Securities will be subordinated in right of payment
to the prior payment in full of all of our Senior Debt (as defined) as described
under "-- Subordination of Subordinated Debt Securities" and in the prospectus
supplement applicable to any Subordinated Debt Securities. If the prospectus
supplement so indicates, the Subordinated Debt Securities will be convertible
into our common stock as described under "-- Conversion of Subordinated Debt
Securities."
If specified in the prospectus supplement, our subsidiaries (the
"Subsidiary Guarantors") will unconditionally guarantee (the "Subsidiary
Guarantees") on a joint and several basis the Debt Securities as described under
"Subsidiary Guarantees" and in the prospectus supplement. The Subsidiary
Guarantees will be unsecured obligations of each Subsidiary Guarantor.
Subsidiary Guarantees of Subordinated Debt Securities will be subordinated to
the Senior Debt of the Subsidiary Guarantors on the same basis as the
Subordinated Debt Securities are subordinated to our Senior Debt.
The applicable prospectus supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following terms of such Debt Securities:
(1) the title of the Debt Securities;
(2) whether the Debt Securities are Senior Debt Securities or
Subordinated Debt Securities and, if Subordinated Debt Securities, the
related subordination terms;
(3) whether the Subsidiary Guarantors will provide Subsidiary
Guarantees of the Debt Securities;
(4) any limit on the aggregate principal amount of the Debt
Securities;
(5) the dates on which the principal of the Debt Securities will
be payable;
(6) the interest rate which the Debt Securities will bear and the
interest payment dates for the Debt Securities;
(7) the places where payments on the Debt Securities will be
payable;
(8) any terms upon which the Debt Securities may be redeemed, in
whole or in part, at our option;
(9) any sinking fund or other provisions that would obligate us
to repurchase or otherwise redeem the Debt Securities;
(10) the portion of the principal amount, if less than all, of
the Debt Securities that will be payable upon declaration of
acceleration of the Maturity of the Debt Securities;
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(11) whether the Debt Securities are defeasible;
(12) any addition to or change in the Events of Default;
(13) whether the Debt Securities that constitute Subordinated
Debt Securities are convertible into our common stock and, if so, the
terms and conditions upon which conversion will be effected, including
the initial conversion price or conversion rate ("the Conversion
Price") and any adjustments thereto in addition to or different from
those described in this prospectus, the conversion period and other
conversion provisions in addition to or in lieu of those described in
this prospectus;
(14) any addition to or change in the covenants in the Indenture
applicable to any of the Debt Securities; and
(15) any other terms of the Debt Securities not inconsistent with
the provisions of the Indenture. (Section 301)
Debt Securities, including Original Issue Discount Securities, may be sold
at a substantial discount below their principal amount. Special United States
federal income tax considerations applicable to Debt Securities sold at an
original issue discount may be described in the applicable prospectus
supplement. In addition, special United States federal income tax or other
considerations applicable to any Debt Securities that are denominated in a
currency or currency unit other than United States dollars may be described in
the applicable prospectus supplement.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The indebtedness evidenced by the Subordinated Debt Securities will, to the
extent set forth in the Subordinated Indenture with respect to each series of
Subordinated Debt Securities, be subordinate in right of payment to the prior
payment in full of all of our Senior Debt, including the Senior Debt Securities,
and it may also be senior in right of payment to all of our Subordinated Debt.
The prospectus supplement relating to any Subordinated Debt Securities will
summarize the subordination provisions of the Subordinated Indenture applicable
to that series including:
o the applicability and effect of such provisions upon any payment or
distribution of our assets to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of
creditors or marshaling of assets or any bankruptcy, insolvency or
similar proceedings;
o the applicability and effect of such provisions in the event of
specified defaults with respect to any Senior Debt, including the
circumstances under which and the periods in which we will be
prohibited from making payments on the Subordinated Debt Securities;
and
o the definition of Senior Debt applicable to the Subordinated Debt
Securities of that series and, if the series is issued on a senior
subordinated basis, the definition of Subordinated Debt applicable to
that series.
The prospectus supplement will also describe as of a recent date the approximate
amount of Senior Debt to which the Subordinated Debt Securities of that series
will be subordinated.
The failure to make any payment on any of the Subordinated Debt Securities
by reason of the subordination provisions of the Subordinated Indenture
described in the prospectus supplement will not be construed as preventing the
occurrence of an Event of Default with respect to the Subordinated Debt
Securities arising from any such failure to make payment.
The subordination provisions described above will not be applicable to
payments in respect of the Subordinated Debt Securities from a defeasance trust
established in connection with any defeasance or covenant defeasance of the
Subordinated Debt Securities as described under "-- Defeasance and Covenant
Defeasance."
CONVERSION OF SUBORDINATED DEBT SECURITIES
The Subordinated Indenture may provide for a right of conversion of
Subordinated Debt Securities into our common stock (or cash in lieu thereof).
(Sections 301 and 1701 of the Subordinated Debt Indenture) The following
provisions
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will apply to Debt Securities that are convertible Subordinated Debt Securities
unless otherwise provided in the prospectus supplement for such Debt Securities.
The Holder of any convertible Subordinated Debt Securities will have the
right exercisable at any time prior to the close of business on the second
Business Day prior to their Stated Maturity, unless previously redeemed or
otherwise purchased by us, to convert such Subordinated Debt Securities into
shares of common stock at the Conversion Price set forth in the prospectus
supplement, subject to adjustment. (Section 1702 of the Subordinated Debt
Indenture) The Holder of convertible Subordinated Debt Securities may convert
any portion thereof which is $1,000 in principal amount or any multiple thereof.
(Section 1702 of the Subordinated Indenture)
In certain events, the Conversion Price will be subject to adjustment as
set forth in the Subordinated Indenture. Such events include:
(a) any payment of a dividend (or other distribution) payable in
common stock on any class of our Capital Stock,
(b) any subdivision, combination or reclassification of common stock,
(c) any issuance to all holders of common stock of rights, options or
warrants entitling them to subscribe for or purchase common stock at less
than the then current market price (as determined in accordance with the
Subordinated Indenture) of common stock; provided, however, that if such
rights, options or warrants are only exercisable upon the occurrence of
certain triggering events relating to control and provided for in
shareholders' rights plans, then the Conversion Price will not be adjusted
until such triggering events occur,
(d) any distribution to all holders of common stock of evidences of
indebtedness, shares of our Capital Stock other than common stock, cash or
other assets (including securities, but excluding those dividends and
distributions referred to above for which an adjustment must be made and
excluding regular dividends and distributions paid exclusively in cash),
(e) any distribution consisting exclusively of cash (excluding any
cash portion of distributions referred to in (d) above, or cash distributed
upon a merger or consolidation to which the third succeeding paragraph
applies) to all holders of common stock in an aggregate amount that,
combined together with (1) all other such all-cash distributions made
within the then preceding 12 months in respect of which no adjustment has
been made and (2) any cash and the fair market value of other consideration
paid or payable in respect of any tender offer by us or any of our
Subsidiaries for common stock concluded within the preceding 12 months in
respect of which no adjustment has been made, exceeds 15% of our company's
market capitalization (defined as being the product of the then current
market price of the common stock times the number of shares of common stock
then outstanding) on the record date of such distribution, and
(f) the completion of a tender or exchange offer made by us or any of
our Subsidiaries for common stock that involves an aggregate consideration
that, together with (1) any cash and the fair market value of other
consideration payable in a tender or exchange offer by us or any of our
Subsidiaries for common stock expiring within the 12 months preceding the
expiration of such tender or exchange offer in respect of which no
adjustment has been made and (2) the aggregate amount of any such all-cash
distributions referred to in (e) above to all holders of common stock
within the 12 months preceding the expiration of such tender or exchange
offer in respect of which no adjustments have been made, exceeds 15% of our
market capitalization on the expiration of such tender offer.
No adjustment of the Conversion Price will be required to be made until the
cumulative adjustments amount to 1.0% or more of the Conversion Price as last
adjusted. We reserve the right to make such reductions in the Conversion Price
in addition to those required in the preceding provisions as we consider to be
advisable in order that any event treated for federal income tax purposes as a
dividend of a stock or stock rights will not be taxable to the recipients.
Should we elect to make such a reduction in the Conversion Price, we will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder if and to the extent that such laws
and regulations are applicable in connection with the reduction of the
Conversion Price. (Section 1704 of the Subordinated Indenture)
If we distribute rights or warrants (other than those referred to in (c) in
the preceding paragraph) pro rata to holders of common stock, so long as any
such rights or warrants have not expired or been redeemed by us, the Holder of
any
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convertible Subordinated Debt Security surrendered for conversion will be
entitled to receive upon such conversion, in addition to the shares of common
stock issuable upon such conversion (the "Conversion Shares"), a number of
rights or warrants to be determined as follows:
(1) if such conversion occurs on or prior to the date for the
distribution to the holders of rights or warrants of separate certificates
evidencing such rights or warrants (the "Distribution Date"), the same
number of rights or warrants to which a holder of a number of shares of
common stock equal to the number of Conversion Shares is entitled at the
time of such conversion in accordance with the terms and provisions of and
applicable to the rights or warrants, and
(2) if such conversion occurs after such Distribution Date, the number
of rights or warrants to which a holder of the number of shares of common
stock into which such Subordinated Debt Security was convertible
immediately prior to such Distribution Date would have been entitled on
such Distribution Date in accordance with the terms and provisions of and
applicable to the rights or warrants.
The Conversion Price will not be subject to adjustment on account of any
declaration, distribution or exercise of such rights or warrants. (Section 1704
of the Subordinated Indenture)
Fractional shares of common stock will not be issued upon conversion, but,
instead, we will pay a cash adjustment based on the then current market price
for the common stock. (Section 1703 of the Subordinated Indenture) Upon
conversion, no adjustments will be made for accrued interest or dividends, and
therefore convertible Subordinated Debt Securities surrendered for conversion
between the record date for an interest payment and the Interest Payment Date
(except convertible Subordinated Debt Securities called for redemption on a
redemption date during such period) must be accompanied by payment of an amount
equal to the interest thereon which the Holder is to receive. (Sections 1704 and
1702 of the Subordinated Indenture)
In the case of any reclassification of the Conversion Shares, consolidation
or merger of our company with or into another Person or any merger of another
Person with or into us (with certain exceptions), or in case of any conveyance,
transfer or lease of our assets substantially as an entirety, each convertible
Subordinated Debt Security then outstanding will, without the consent of any
Holder, become convertible only into the kind and amount of securities, cash and
other property receivable upon such reclassification, consolidation, merger,
conveyance, transfer or lease by a holder of the number of shares of common
stock into which such Subordinated Debt Security was convertible immediately
prior thereto, after giving effect to any adjustment event, who failed to
exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares. (Section 1705 of the
Subordinated Indenture)
SUBSIDIARY GUARANTEES
If specified in the prospectus supplement, the Subsidiary Guarantors will
guarantee the Debt Securities of a series. Unless otherwise indicated in the
prospectus supplement, the following provisions will apply to the Subsidiary
Guarantees of the Subsidiary Guarantors.
Subject to the limitations described below and in the prospectus
supplement, the Subsidiary Guarantors will, jointly and severally,
unconditionally guarantee the performance and punctual payment when due, whether
at Stated Maturity, by acceleration or otherwise, of all our obligations under
the Indentures and the Debt Securities of a series, whether for principal of,
premium, if any, or interest on the Debt Securities or otherwise (all such
obligations guaranteed by a Subsidiary Guarantor being herein called the
"Guaranteed Obligations"). The Subsidiary Guarantors will also pay all expenses
(including reasonable counsel fees and expenses) incurred by the applicable
Trustee in enforcing any rights under a Subsidiary Guarantee with respect to a
Subsidiary Guarantor.
In the case of Subordinated Debt Securities, a Subsidiary Guarantor's
Subsidiary Guarantee will be subordinated in right of payment to the Senior Debt
of such Subsidiary Guarantor on the same basis as the Subordinated Debt
Securities are subordinated to our Senior Debt. No payment will be made by any
Subsidiary Guarantor under its Subsidiary Guarantee during any period in which
payments by us on the Subordinated Debt Securities are suspended by the
subordination provisions of the Subordinated Indenture.
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Each Subsidiary Guarantee will be limited in amount to an amount not to
exceed the maximum amount that can be guaranteed by the relevant Subsidiary
Guarantor without rendering such Subsidiary Guarantee voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.
Each Subsidiary Guarantee will be a continuing guarantee and will:
(1) remain in full force and effect until either (a) payment in full
of all the Guaranteed Obligations (or the applicable Debt Securities are
defeased and discharged in accordance with the defeasance provisions of the
Indentures) or (b) released as described in the following paragraph,
(2) be binding upon each Subsidiary Guarantor and
(3) inure to the benefit of and be enforceable by the applicable
Trustee, the Holders and their successors, transferees and assigns.
In the event that a Subsidiary Guarantor ceases to be a Restricted
Subsidiary, whether as a result of a disposition of all of the assets or all of
the Capital Stock of such Subsidiary Guarantor, by way of sale, merger,
consolidation or otherwise, such Subsidiary Guarantor will be deemed released
and relieved of its obligations under its Subsidiary Guarantee without any
further action required on the part of the Trustee or any Holder, and no other
person acquiring or owning the assets or Capital Stock of such Subsidiary
Guarantor (if not otherwise a Restricted Subsidiary) will be required to enter
into a Subsidiary Guarantee; provided, in each case, that the transaction or
transactions resulting in such Subsidiary Guarantor's ceasing to be a Restricted
Subsidiary are carried out pursuant to and in compliance with all of the
applicable covenants in the Indenture. In addition, the prospectus supplement
may specify additional circumstances under which a Subsidiary Guarantor can be
released from its Subsidiary Guarantee.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
At the option of the Holder, subject to the terms of the applicable
Indenture and the limitations applicable to Global Securities, Debt Securities
of each series will be exchangeable for other Debt Securities of the same series
of any authorized denomination and of a like tenor and aggregate principal
amount. (Section 305)
Subject to the terms of the applicable Indenture and the limitations
applicable to Global Securities, Debt Securities may be presented for exchange
as provided above or for registration of transfer (duly endorsed or with the
form of transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by us for such
purpose. No service charge will be made for any registration of transfer or
exchange of Debt Securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. Such
transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The Security Registrar and any
other transfer agent initially designated by us for any Debt Securities will be
named in the applicable prospectus supplement. (Section 305) We may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that we will be required to maintain a transfer agent in each Place of
Payment for the Debt Securities of each series. (Section 1002).
If the Debt Securities of any series (or of any series and specified terms)
are to be redeemed in part, we will not be required to (i) issue, register the
transfer of or exchange any Debt Security of that series (or of that series and
specified terms, as the case may be) during a period beginning at the opening of
business 15 days before the day of mailing of a notice of Redemption of any such
Debt Security that may be selected for Redemption and ending at the close of
business on the day of such mailing or (ii) register the transfer of or exchange
any Debt Security so selected for Redemption, in whole or in part, except the
unredeemed portion of any such Debt Security being redeemed in part.
(Section 305)
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GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or its nominee
identified in the applicable prospectus supplement, will be deposited with such
Depositary or nominee or its custodian and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to the applicable
Indenture.
Notwithstanding any provision of the Indentures or any Debt Security
described in this prospectus, no Global Security may be exchanged in whole or in
part for Debt Securities registered, and no transfer of a Global Security in
whole or in part may be registered, in the name of any person other than the
Depositary for such Global Security or any nominee of such Depositary unless:
(1) the Depositary has notified us that it is unwilling or unable to
continue as Depositary for such Global Security or has ceased to be
qualified to act as such as required by the applicable Indenture,
(2) an Event of Default with respect to the Debt Securities
represented by such Global Security has occurred and is continuing and the
Security Registrar has received a written request from the Depositary to
issue certificated Debt Securities, or
(3) other circumstances exist, in addition to or in lieu of those
described above, as may be described in the applicable prospectus
supplement.
All Debt Securities issued in exchange for a Global Security or any portion
thereof will be registered in such names as the Depositary may direct. (Sections
204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities that it represents for all purposes under the Debt Securities and the
applicable Indenture. Except in the limited circumstances referred to above,
owners of beneficial interests in a Global Security will not be entitled to have
such Global Security or any Debt Securities that it represents registered in
their names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities that is
represents for any purpose under the Debt Securities or the applicable
Indenture. All payments on a Global Security will be made to the Depositary or
its nominee, as the case may be, as the Holder of the security. The laws of some
jurisdictions require that some purchasers of Debt Securities take physical
delivery of such Debt Securities in definitive form. These laws may impair the
ability to transfer beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial interests
in a Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) or any such participant (with respect
to interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and other matters relating to beneficial interests in a
Global Security may be subject to various policies and procedures adopted by the
Depositary from time to time. None of us, the Subsidiary Guarantors, the
Trustees or the agents of ourself, the Subsidiary Guarantors or the Trustees
will have any responsibility or liability for any aspect of the Depositary's or
any participant's records relating to, or for payments made on account of,
beneficial interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
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PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a Debt Security on any Interest Payment Date will be made to the
Person in whose name such Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest. (Section 307)
Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium and interest on the Debt Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as we
may designate for such purpose from time to time, except that at our option
payment of any interest may be made by check mailed to the address of the Person
entitled thereto as such address appears in the Security Register. Unless
otherwise indicated in the applicable prospectus supplement, the corporate trust
office of the Trustee under the Senior Indenture in The City of New York will be
designated as sole Paying Agent for payments with respect to Senior Debt
Securities of each series, and the corporate trust office of the Trustee under
the Subordinated Indenture in The City of New York will be designated as the
sole Paying Agent for payment with respect to Subordinated Debt Securities of
each series. Any other Paying Agents initially designated by us for the Debt
Securities of a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that we will be required to maintain a Paying
Agent in each Place of Payment for the Debt Securities of a particular series.
(Section 1002)
All moneys paid by us to a Paying Agent for the payment of the principal of
or any premium or interest on any Debt Security which remain unclaimed at the
end of two years after such principal, premium or interest has become due and
payable will be repaid to us, and the Holder of such Debt Security thereafter
may look only to us for payment thereof.
(Section 1003)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into, or convey, transfer or lease our
properties and assets substantially as an entirety to, any Person (a "successor
Person"), and may not permit any Person to merge into, or convey, transfer or
lease its properties and assets substantially as an entirety to, us, unless:
(1) the successor Person (if any) is a corporation, partnership, trust
or other entity organized and validly existing under the laws of any
domestic jurisdiction and assumes our obligations on the Debt Securities
and under the Indentures,
(2) immediately after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing and
(3) several other conditions, including any additional conditions with
respect to any particular Debt Securities specified in the applicable
prospectus supplement, are met. (Section 801)
EVENTS OF DEFAULT
Unless otherwise specified in the prospectus supplement, each of the
following will constitute an Event of Default under the applicable Indenture
with respect to Debt Securities of any series:
(1) failure to pay principal of or any premium on any Debt Security of
that series when due, whether or not, in the case of Subordinated Debt
Securities, such payment is prohibited by the subordination provisions of
the Subordinated Indenture;
(2) failure to pay any interest on any Debt Securities of that series
when due, continued for 30 days, whether or not, in the case of
Subordinated Debt Securities, such payment is prohibited by the
subordination provisions of the Subordinated Indenture;
(3) failure to deposit any sinking fund payment, when due, in respect
of any Debt Security of that series, whether or not, in the case of
Subordinated Debt Securities, such deposit is prohibited by the
subordination provisions of the Subordinated Indenture;
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(4) failure to perform or comply with the provisions described under
"Consolidation, Merger and Sale of Assets";
(5) failure to perform any of our other covenants in such Indenture
(other than a covenant included in such Indenture solely for the benefit of
a series other than that series), continued for 60 days after written
notice has been given by the applicable Trustee, or the Holders of at least
25% in principal amount of the Outstanding Debt Securities of that series,
as provided in such Indenture;
(6) certain events of bankruptcy, insolvency or reorganization
affecting us, any Significant Restricted Subsidiary or any group of
Restricted Subsidiaries that together would constitute a Significant
Restricted Subsidiary; and
(7) in the case of Debt Securities guaranteed by any Subsidiary
Guarantor, the Subsidiary Guarantee of any Subsidiary Guarantor is held by
a final non-appealable order or judgment of a court of competent
jurisdiction to be unenforceable or invalid or ceases for any reason to be
in full force and effect (other than in accordance with the terms of the
applicable Indenture) or any Subsidiary Guarantor or any Person acting on
behalf of any Subsidiary Guarantor denies or disaffirms such Subsidiary
Guarantor's obligations under its Subsidiary Guarantee (other than by
reason of a release of such Subsidiary Guarantor from its Subsidiary
Guarantee in accordance with the terms of the applicable Indenture).
(Section 501)
If an Event of Default (other than an Event of Default described in clause
(6) above) with respect to the Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the applicable Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series by notice as provided in the Indenture may declare the
principal amount of the Debt Securities of that series (or, in the case of any
Debt Security that is an Original Issue Discount Debt Security or the principal
amount of which is not then determinable, such portion of the principal amount
of such Debt Security, or such other amount in lieu of such principal amount, as
may be specified in the terms of such Debt Security) to be due and payable
immediately. If an Event of Default described in clause (6) above with respect
to the Debt Securities of any series at the time Outstanding shall occur, the
principal amount of all the Debt Securities of that series (or, in the case of
any such Original Issue Discount Security or other Debt Security, such specified
amount) will automatically, and without any action by the applicable Trustee or
any Holder, become immediately due and payable. After any such acceleration, but
before a judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration if all
Events of Default, other than the non-payment of accelerated principal (or
other specified amount), have been cured or waived as provided in the applicable
Indenture. (Section 502) For information as to waiver of defaults, see "--
Modification and Waiver" below.
Subject to the provisions of the Indentures relating to the duties of the
Trustees in case an Event of Default shall occur and be continuing, each Trustee
will be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to such Trustee reasonable indemnity. (Section
603) Subject to such provisions for the indemnification of the Trustees, the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of that series. (Section 512)
No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the applicable Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless:
(1) such Holder has previously given to the Trustee under the
applicable Indenture written notice of a continuing Event of Default with
respect to the Debt Securities of that series,
(2) the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series have made written request, and
such Holder or Holders have offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee and
(3) the Trustee has failed to institute such proceeding, and has not
received from the Holders of a majority in aggregate principal amount of
the Outstanding Debt Securities of that series a direction inconsistent
with such request, within 60 days after such notice, request and offer.
(Section 507)
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However, such limitations do not apply to a suit instituted by a Holder of a
Debt Security for the enforcement of payment of the principal of or any premium
or interest on such Debt Security on or after the applicable due date specified
in such Debt Security. (Section 508)
We will be required to furnish to each Trustee annually a statement by
certain of our officers as to whether or not we, to their knowledge, are in
default in the performance or observance of any of the terms, provisions and
conditions of the applicable Indenture and, if so, specifying all such known
defaults. (Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of the Indentures may be made by us, the
Subsidiary Guarantors and the applicable Trustee with the consent of the Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities
of each series affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Debt Security affected thereby:
(1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Debt Security,
(2) reduce the principal amount of, or any premium or interest on, any
Debt Security,
(3) reduce the amount of principal of an Original Issue Discount
Security or any other Debt Security payable upon acceleration of the
Maturity thereof,
(4) change the place or currency of payment of principal of, or any
premium or interest on, any Debt Security,
(5) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security,
(6) in the case of Subordinated Debt Securities, modify the
subordination or conversion provisions in a manner adverse to the Holders
of the Subordinated Debt Securities,
(7) except as provided in the applicable Indenture, release the
Subsidiary Guarantee of a Subsidiary Guarantor,
(8) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture,
(9) reduce the percentage in principal amount of Outstanding Debt
Securities of any series necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults or
(10) modify such provisions with respect to modification and waiver.
(Section 902)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may waive compliance by us with certain restrictive
provisions of the applicable Indenture. The Holders of a majority in principal
amount of the Outstanding Debt Securities of any series may waive any past
default under the applicable Indenture, except a default in the payment of
principal, premium or interest and certain covenants and provisions of the
Indenture which cannot be amended without the consent of the Holder of each
Outstanding Debt Security of such series affected.
(Section 513)
The Indentures provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under such
Indenture as of any date,
(1) the principal amount of an Original Issue Discount Security that
will be deemed to be Outstanding will be the amount of the principal
thereof that would be due and payable as of such date upon acceleration of
the Maturity thereof to such date,
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(2) if, as of such date, the principal amount payable at the Stated
Maturity of a Debt Security is not determinable (for example, because it is
based on an index), the principal amount of such Debt Security deemed to be
Outstanding as of such date will be an amount determined in the manner
prescribed for such Debt Security and
(3) the principal amount of a Debt Security denominated in one or more
foreign currencies or currency units that will be deemed to be Outstanding
will be the U.S. dollar equivalent, determined as of such date in the
manner prescribed for such Debt Security, of the principal amount of such
Debt Security (or, in the case of a Debt Security described in clause (1)
or (2) above, of the amount described in such clause).
Certain Debt Securities, including those for whose payment or redemption money
has been deposited or set aside in trust for the Holders and those that have
been fully defeased pursuant to Section 1302, will not be deemed to be
Outstanding.
(Section 101)
Except in certain limited circumstances, we will be entitled to set any day
as a record date for the purpose of determining the Holders of Outstanding Debt
Securities of any series entitled to give or take any direction, notice,
consent, waiver or other action under the applicable Indenture, in the manner
and subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by
Holders. If a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are Holders of
Outstanding Debt Securities of that series on the record date. To be effective,
such action must be taken by Holders of the requisite principal amount of such
Debt Securities within a specified period following the record date. For any
particular record date, this period will be 180 days or such other period as may
be specified by us (or the Trustee, if it set the record date), and may be
shortened or lengthened (but not beyond 180 days) from time to time. (Section
104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have the provisions of Section 1502,
relating to defeasance and discharge of indebtedness, or Section 1503, relating
to defeasance of certain restrictive covenants applied to the Debt Securities of
any series, or to any specified part of a series. (Section 1501)
Defeasance and Discharge. The Indentures provide that, upon our exercise of
our option (if any) to have Section 1502 applied to any Debt Securities, we and,
if applicable, each Subsidiary Guarantor will be discharged from all our
obligations, and, if such Debt Securities are Subordinated Debt Securities, the
provisions of the Subordinated Indenture relating to subordination (but not to
conversion, if applicable) will cease to be effective, with respect to such Debt
Securities (except for certain obligations to exchange or register the transfer
of Debt Securities, to replace stolen, lost or mutilated Debt Securities, to
maintain paying agencies and to hold moneys for payment in trust) upon the
deposit in trust for the benefit of the Holders of such Debt Securities of money
or U.S. Government Obligations, or both, which, through the payment of principal
and interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such Debt Securities on the respective Stated Maturities in
accordance with the terms of the applicable Indenture and such Debt Securities.
Such defeasance or discharge may occur only if, among other things,
(1) we have delivered to the applicable Trustee an Opinion of Counsel
to the effect that we have received from, or there has been published by,
the United States Internal Revenue Service a ruling, or there has been a
change in tax law, in either case to the effect that Holders of such Debt
Securities will not recognize gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject
to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and
discharge were not to occur;
(2) no Event of Default or event that with the passing of time or the
giving of notice, or both, shall constitute an Event of Default shall have
occurred or be continuing;
(3) such deposit, defeasance and discharge will not result in a breach
or violation of, or constitute a default under, any agreement or instrument
to which we or any Restricted Subsidiary is a party or by which we or any
Restricted Subsidiary is bound;
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(4) in the case of Subordinated Debt Securities, at the time of such
deposit, no default in the payment of all or a portion of principal of (or
premium, if any) or interest on or other obligations in respect of any of
our Senior Debt shall have occurred and be continuing and no other event of
default with respect to any of our Senior Debt shall have occurred and be
continuing permitting after notice or the lapse of time, or both, the
acceleration thereof; and
(5) we have delivered to the Trustee an Opinion of Counsel to the
effect that such deposit shall not cause the Trustee or the trust so
created to be subject to the Investment Company Act of 1940. (Sections 1502
and 1504)
Defeasance of Certain Covenants. The Indentures provide that, upon our
exercise of our option (if any) to have Section 1503 applied to any Debt
Securities, we may omit to comply with certain restrictive covenants, including
those that may be described in the applicable prospectus supplement, the
occurrence of certain Events of Default, which are described above in clause (5)
(with respect to such restrictive covenants) and clauses (6) and (7) under
"Events of Default" and any that may be described in the applicable prospectus
supplement, will not be deemed to either be or result in an Event of Default
and, if such Debt Securities are Subordinated Debt Securities, the provisions of
the Subordinated Indenture relating to subordination (but not to conversion, if
applicable) will cease to be effective, in each case with respect to such Debt
Securities. In order to exercise such option, we must deposit, in trust for the
benefit of the Holders of such Debt Securities, money or U.S. Government
Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such Debt
Securities on the respective Stated Maturities in accordance with the terms of
the applicable Indenture and such Debt Securities. Such covenant defeasance may
occur only if we have delivered to the applicable Trustee an Opinion of Counsel
that in effect says that Holders of such Debt Securities will not recognize gain
or loss for federal income tax purposes as a result of such deposit and
defeasance of certain obligations and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit and defeasance were not to occur and the requirements set
forth in clauses (2), (3), (4) and (5) above are satisfied. If we exercise this
option with respect to any Debt Securities and such Debt Securities were
declared due and payable because of the occurrence of any Event of Default, the
amount of money and U.S. Government Obligations so deposited in trust would be
sufficient to pay amounts due on such Debt Securities at the time of their
respective Stated Maturities but may not be sufficient to pay amounts due on
such Debt Securities upon any acceleration resulting from such Event of Default.
In such case, we would remain liable for such payments.
(Sections 1503 and 1504)
NOTICES
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
101 and 106)
TITLE
We, the Subsidiary Guarantors, the Trustees and any agent of us, the
Subsidiary Guarantors or a Trustee may treat the Person in whose name a Debt
Security is registered as the absolute owner of the Debt Security (whether or
not such Debt Security may be overdue) for the purpose of making payment and for
all other purposes. (Section 308)
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 112)
DESCRIPTION OF CAPITAL STOCK
As of January 31, 2000, our authorized capital stock was 121,942,000
shares. Those shares consisted of: (a) 1,942,000 shares of preferred stock, par
value $1.00 per share, none of which were outstanding; and (b) 120,000,000
shares of common stock, par value $ .162/3 per share, of which 77,885,693 shares
were outstanding.
Holders of capital stock may not cumulate their votes in elections of
directors, and holders have no preemptive rights to acquire any shares of our
capital stock or any securities convertible into or exchangeable for any such
shares.
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COMMON STOCK
Holders of common stock may vote one vote for each share held on all
matters voted upon by our stockholders, including the election of our directors.
Subject to the rights of any then outstanding shares of preferred stock, the
holders of common stock may receive such dividends as our Board of Directors may
declare in its discretion out of legally available funds. Holders of common
stock will share equally in our assets upon liquidation after payment or
provision for all liabilities and any preferential liquidation rights of any
preferred stock then outstanding. Shares of common stock are not subject to any
redemption provisions and are not convertible into any of our other securities.
All outstanding shares of common stock are fully paid and non-assessable. Any
additional common stock we issue will also be fully paid and non-assessable.
PREFERRED STOCK
The prospectus supplement will specify any terms of any series of preferred
stock offered by it including:
o the series, the number of shares offered and the liquidation value of
the preferred stock,
o the price at which the preferred stock will be issued,
o the dividend rate, the dates on which the dividends will be payable
and other terms relating to the payment of dividends on the preferred
stock,
o the liquidation preference of the preferred stock,
o whether the preferred stock is redeemable or subject to a sinking
fund, and the terms of any such redemption or sinking fund,
o whether the preferred stock is convertible into or exchangeable for
any other securities, and the terms of any such conversion or
exchange, and
o any additional rights, preferences, qualifications, limitations or
restrictions of the preferred stock.
The description of the terms of the preferred stock to be set forth in an
applicable prospectus supplement will not be complete and will be subject to and
qualified in its entirety by reference to the statement of resolution relating
to the applicable series of preferred stock. The registration statement of which
this prospectus forms a part will include the statement of resolution as an
exhibit or incorporate it by reference.
We may issue preferred stock from time to time in one or more series.
Subject to the provisions of our Restated Certificate of Incorporation and
limitations prescribed by law, our Board of Directors may adopt resolutions to
issue the shares of preferred stock constituting any series, to fix the number
of shares of the series and to establish the designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion or exchange
rights and liquidation preferences of the shares of the series, in each case
without any further action or vote by our stockholders.
Generally, holders of preferred stock may vote one vote for each share held
on all matters voted upon by our stockholders, including the election of our
directors, and holders of all series of preferred stock will vote together with
holders of common stock as one class. If dividends on preferred stock are in
arrears for six quarters or a sinking fund obligation with respect to the
preferred stock has been in default for one year, then, at any ensuing annual
meeting of our stockholders, holders of preferred stock, voting separately as a
class without regard to series, may elect two directors. This special voting
right will continue until all dividend arrearages and sinking fund defaults have
been cured, and while this special voting right persists, holders of preferred
stock will be entitled to participate with holders of common stock in the
election of any other directors.
A vote of the holders of at least two-thirds of the preferred stock then
outstanding, acting as a class without regard to series, is required to approve
any amendment to our Restated Certificate of Incorporation altering materially
any existing provision of the preferred stock.
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Undesignated preferred stock may enable our Board of Directors to render
more difficult or to discourage an attempt to obtain control of us by means of a
tender offer, proxy contest, merger or otherwise, and to thereby protect the
continuity of our management. The issuance of shares of a new series of
preferred stock may adversely affect the rights of the holders of our common
stock. For example, any new series of preferred stock issued will rank prior to
our common stock as to dividend rights, liquidation preference or both and may
be convertible into shares of common stock. As a result, the issuance of shares
of a new series of preferred stock may discourage bids for our common stock or
may otherwise adversely affect the market price of our common stock.
ANTI-TAKEOVER PROVISIONS
Certain provisions in our Restated Certificate of Incorporation and By-Laws
and our stockholders' rights plan may encourage persons considering unsolicited
tender offers or other unilateral takeover proposals to negotiate with our Board
of Directors rather than pursue non-negotiated takeover attempts.
Classified Board of Directors and Limitations on Stockholder Actions. Our
Board of Directors is divided into three classes. The directors of each class
are elected for three-year terms, and the terms of the three classes are
staggered so that directors from a single class are elected at each annual
meeting of stockholders. Any stockholder wishing to submit a nomination to the
Board of Directors must follow certain procedures outlined in our By-Laws. In
addition, our By- Laws require written application by the holders of 75% of our
outstanding voting stock to call a special stockholders' meeting.
Business Combinations under Delaware Law. We are a Delaware corporation and
are subject to Section 203 of the Delaware General Corporation Law. Generally,
Section 203 prevents a person who owns 15% or more of our outstanding voting
stock (an "interested stockholder") from engaging in a merger or other specified
business combination with us for three years following the date that the person
became an interested stockholder. These restrictions do not apply if:
o before the person became an interested stockholder, our Board of
Directors approved either the transaction in which the interested
stockholder became an interested stockholder or the business
combination;
o upon completion of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of our voting stock that was
outstanding at the time the transaction commenced; or
o following the transaction in which the person became an interested
stockholder, the business combination is approved by both our Board of
Directors and the holders of at least two-thirds of our outstanding
voting stock that is not owned by the interested stockholder.
Stockholders' Rights Plan. Our Board of Directors has adopted a
stockholders' rights plan (the "Rights Plan"). Under the Rights Plan, each Right
entitles the registered holder under the circumstances described below to
purchase from us one one-thousandth of a share of our Junior Participating
Preferred Stock (the "Preferred Shares") at a price of $30 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The following is a summary of certain terms of the Rights Plan. The
Rights Plan is filed as an exhibit to the registration statement of which this
prospectus is a part and this summary is qualified by reference to the specific
terms of the Rights Plan.
Until the Distribution Date (as defined below), the Rights attach to all
common stock certificates representing outstanding shares. No separate
certificates evidencing the Rights ("Rights Certificates") will be distributed.
A Right is issued for each share of common stock issued. The Rights will
separate from the common stock and a Distribution Date will occur upon the
earlier of
o 10 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 our outstanding Voting
Shares (as defined in the Rights Agreement), or
o 10 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 person or group beneficially
owning 15% or more of our outstanding Voting Shares.
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Until the Distribution Date or the earlier of redemption or expiration of
the Rights, the Rights are evidenced by the certificates representing the common
stock. As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the common stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will thereafter evidence the Rights.
The Rights are not exercisable until the Distribution Date. The rights will
expire on June 30, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged.
If a person or group acquires 15% or more of our Voting Shares, each Right
then outstanding (other than Rights beneficially owned by the Acquiring Persons
which would become null and void) becomes a right to buy that number of shares
of common stock (or under certain circumstances, the equivalent number of one
one-thousandths of a Preferred Share) that at the time of such acquisition has a
market value of two times the Purchase Price of the Right.
If we are acquired in a merger or other business combination transaction or
assets constituting more than 50% of our consolidated assets or producing more
than 50% of our earning power or cash flow are sold, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise of the Right 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 has a market value of two times the Purchase Price of the
Right.
The dividend and liquidation rights, and the non-redemption feature, of the
Preferred Shares are designed so that the value of one one-thousandth of a
Preferred Share purchasable upon exercise of each Right will approximate the
value of one share of common stock. The Preferred Shares issuable upon exercise
of the Rights will be non-redeemable and rank junior to all other series of our
preferred stock. Each whole Preferred Share will be entitled to receive a
quarterly preferential dividend in an amount per share equal to the greater of
(a) $1.00 in cash, or (b) in the aggregate, 1,000 times the dividend declared on
the common stock. In the event of liquidation, the holders of Preferred Shares
may receive a preferential liquidation payment equal to the greater of (a)
$1,000 per share, or (b) in the aggregate, 1,000 times the payment made on the
shares of common stock. In the event of any merger, consolidation or other
transaction in which the shares of common stock are exchanged for or changed
into other stock or securities, cash or other property, each whole Preferred
Share will be entitled to receive 1,000 times the amount received per share of
common stock. Each whole Preferred Share will be entitled to 1,000 votes on all
matters submitted to a vote of our stockholders, and Preferred Shares will
generally vote together as one class with the common stock and any other capital
stock on all matters submitted to a vote of our stockholders.
The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share or other securities or property issuable upon exercise of the
Rights, and the Purchase Price payable, may be adjusted from time to time to
prevent dilution.
At any time after a person or group of affiliated or associated persons
acquires beneficial ownership of 15% or more of our outstanding Voting Shares
and before a person or group acquires beneficial ownership of 50% or more of our
outstanding Voting Shares, our Board of Directors may, at its option, issue
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
common stock (or one one-thousandth of a Preferred Share) for each Right,
subject to adjustment.
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,
our 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 our Board of Directors in its sole discretion may establish.
Immediately upon the action of our 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.
LIMITATION OF LIABILITY OF DIRECTORS
Delaware law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The duty of care
requires that, when acting on behalf of the corporation, directors must exercise
an informed business judgment based on all material information reasonably
available to them. Absent the limitations authorized by Delaware law, directors
are accountable
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to corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction or rescission.
Our Restated Certificate of Incorporation eliminates the liability of our
directors to us and our stockholders to the fullest extent permitted by Delaware
law. This means that each of our directors will not be personally liable for
monetary damages for breach of a director's fiduciary duty, except for liability
o for any breach of the director's duty of loyalty to us or our
stockholders,
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
o for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation law, or
o for any transaction from which the director derived an improper
personal benefit.
The inclusion of this provision in our Restated Certificate of
Incorporation may reduce the likelihood of derivative litigation against our
directors, and may discourage or deter stockholders from bringing a lawsuit
against our directors for breach of their duty of care, even though such an
action, if successful, might have otherwise benefitted us and our stockholders.
However, this provision does not alter the liability of our directors under
federal securities laws and does not affect the right to sue (or to recover
monetary damages) for violations of federal securities laws.
TRANSFER AGENT AND REGISTRAR
Our transfer agent and registrar of the common stock, as well as the rights
agent under our Rights Plan, is Norwest Bank Minnesota, N.A.
DEPOSITARY SHARES
GENERAL
We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we decide to offer fractional shares of preferred stock,
we will issue receipts for depositary shares. Each depositary share will
represent a fraction of a share of a particular series of preferred stock. The
prospectus supplement will indicate that fraction. The shares of preferred stock
represented by depositary shares will be deposited under a depositary agreement
between us and a bank or trust company that meets certain requirements and is
selected by us (the "Bank Depositary"). Each owner of a depositary share will be
entitled to all the rights and preferences of the preferred stock represented by
the depositary share. The depositary shares will be evidenced by depositary
receipts issued pursuant to the depositary agreement. Depositary receipts will
be distributed to those persons purchasing the fractional shares of preferred
stock in accordance with the terms of the offering.
We have summarized selected provisions of a depositary agreement and the
related depositary receipts. The summary is not complete. The forms of the
deposit agreement and the depositary receipts relating to any particular issue
of depositary shares will be filed with the SEC via a Current Report on form 8-K
prior to our offering of the depositary shares, and you should read such
documents for provisions that may be important to you.
DIVIDENDS AND OTHER DISTRIBUTIONS
If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the Bank Depositary will distribute such
dividends to the record holders of such depositary shares. If the distributions
are in property other than cash, the Bank Depositary will distribute the
property to the record holders of the depositary shares. However, if the Bank
Depositary determines that it is not feasible to make the distribution of
property, the Bank Depositary may, with our approval, sell such property and
distribute the net proceeds from such sale to the record holders of the
depositary shares.
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REDEMPTION OF DEPOSITARY SHARES
If we redeem a series of preferred stock represented by depositary shares,
the Bank Depositary will redeem the depositary shares from the proceeds received
by the Bank Depositary in connection with the redemption. The redemption price
per depositary share will equal the applicable fraction of the redemption price
per share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as the Bank Depositary may determine.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the Bank Depositary
will mail the notice to the record holders of the depositary shares relating to
such preferred stock. Each record holder of these depositary shares on the
record date (which will be the same date as the record date for the preferred
stock) may instruct the Bank Depositary as to how to vote the preferred stock
represented by such holder's depositary shares. The Bank Depositary will
endeavor, insofar as practicable, to vote the amount of the preferred stock
represented by such depositary shares in accordance with such instructions, and
we will take all action which the Bank Depositary deems necessary in order to
enable the Bank Depositary to do so. The Bank Depositary will abstain from
voting shares of the preferred stock to the extent it does not receive specific
instructions from the holders of depositary shares representing such preferred
stock.
AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the depositary agreement may be amended by agreement between the
Bank Depositary and us. However, any amendment that materially and adversely
alters the rights of the holders of depositary shares will not be effective
unless such amendment has been approved by the holders of at least a majority of
the depositary shares then outstanding. The depositary agreement may be
terminated by the Bank Depositary or us only if (i) all outstanding depositary
shares have been redeemed or (ii) there has been a final distribution in respect
of the preferred stock in connection with any liquidation, dissolution or
winding up of our company and such distribution has been distributed to the
holders of depositary receipts.
CHARGES OF BANK DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the Bank Depositary in connection with the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of depositary receipts
will pay other transfer and other taxes and governmental charges and any other
charges, including a fee for the withdrawal of shares of preferred stock upon
surrender of depositary receipts, as are expressly provided in the depositary
agreement to be for their accounts.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of depositary receipts at the principal office of the Bank
Depositary, subject to the terms of the depositary agreement, the owner of the
depositary shares may demand delivery of the number of whole shares of preferred
stock and all money and other property, if any, represented by those depositary
shares. Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of depositary shares in
excess of the number of depositary shares representing the number of whole
shares of preferred stock to be withdrawn, the Bank Depositary will deliver to
such holder at the same time a new depositary receipt evidencing the excess
number of depositary shares. Holders of preferred stock thus withdrawn may not
thereafter deposit those shares under the depositary agreement or receive
depositary receipts evidencing depositary shares therefor.
MISCELLANEOUS
The Bank Depositary will forward to holders of depositary receipts all
reports and communications from us that are delivered to the Bank Depositary and
that we are required to furnish to the holders of the preferred stock.
Neither the Bank Depositary nor we will be liable if we are prevented or
delayed by law or any circumstance beyond our control in performing our
obligations under the depositary agreement. The obligations of the Bank
Depositary and us under the depositary agreement will be limited to performance
in good faith of our duties thereunder, and we will not
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be obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We may rely upon written advice of counsel or accountants, or upon information
provided by persons presenting preferred stock for deposit, holders of
depositary receipts or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF BANK DEPOSITARY
The Bank Depositary may resign at any time by delivering to us notice of
its election to do so, and we may at any time remove the Bank Depositary. Any
such resignation or removal will take effect upon the appointment of a successor
Bank Depositary and its acceptance of such appointment. Such successor Bank
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of our common stock. Warrants may be
issued independently or together with Debt Securities, preferred stock or common
stock offered by any prospectus supplement and may be attached to or separate
from any such offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent, all as set forth in the prospectus supplement
relating to the particular issue of warrants. The warrant agent will act solely
as our agent in connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders of warrants or
beneficial owners of warrants. The following summary of certain provisions of
the warrants does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all provisions of the warrant agreements.
You should refer to the prospectus supplement relating to a particular
issue of warrants for the terms of and information relating to the warrants,
including, where applicable:
(1) the number of shares of common stock purchasable upon exercise of the
warrants and the price at which such number of shares of common stock
may be purchased upon exercise of the warrants;
(2) the date on which the right to exercise the warrants shall commence
and the date on which such right shall expire (the "Expiration Date");
(3) United States Federal income tax consequences applicable to the
warrants;
(4) the amount of the warrants outstanding as of the most recent
practicable date; and
(5) any other terms of the warrants.
Warrants will be offered and exercisable for U.S. dollars only. Warrants
will be issued in registered form only. Each warrant will entitle its holder to
purchase such number of shares of common stock at such exercise price as shall
in each case be set forth in, or calculable from, the prospectus supplement
relating to the warrants. The exercise price may be subject to adjustment upon
the occurrence of events described in such prospectus supplement. After the
close of business on the Expiration Date (or such later date to which we may
extend such Expiration Date), unexercised warrants will become void. The place
or places where, and the manner in which, warrants may be exercised will be
specified in the prospectus supplement relating to such warrants.
Prior to the exercise of any warrants, holders of the warrants will not
have any of the rights of holders of common stock, including the right to
receive payments of any dividends on the common stock purchasable upon exercise
of the warrants, or to exercise any applicable right to vote.
PLAN OF DISTRIBUTION
We may sell securities pursuant to this prospectus in or outside the United
States (a) through underwriters or dealers, (b) through agents or (c) directly
to one or more purchasers, including our existing stockholders in a rights
offering. The prospectus supplement relating to any offering of securities will
include the following information:
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o the terms of the offering
o the names of any underwriters, dealers or agents
o the name or names of any managing underwriter or underwriters
o the purchase price of the securities from us
o the net proceeds to us from the sale of the securities
o any delayed delivery arrangements
o any underwriting discounts, commissions and other items constituting
underwriters' compensation
o any initial public offering price
o any discounts or concessions allowed or reallowed or paid to dealers
o any commissions paid to agents
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may sell securities upon the exercise of rights
that we may issue to our securityholders. We may also sell the securities
directly to institutional investors or others who may be deemed to be
underwriters within the meaning of the Securities Act with respect to any sale
of those securities.
We may sell the securities through agents we designate from time to time.
Unless we inform you otherwise in the prospectus supplement, any agent will
agree to use its reasonable best efforts to solicit purchases for the period of
its appointment.
25
<PAGE> 28
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.
GENERAL INFORMATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect to payments that the agents,
dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their business.
LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters in connection with the offered securities. Any
underwriters will be advised about other issues relating to any offering by
their own legal counsel.
EXPERTS
The financial statements incorporated by reference to the Annual Report on
Form 10-K of Parker Drilling Company for the year ended December 31, 1999, have
been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
26
<PAGE> 29
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by Parking Drilling
Company (sometimes referred to as the "Company" in this Part II of the
Registration Statement) in connection with the issuance and distribution of the
securities. All the amounts shown are estimates, except the registration fee.
<TABLE>
<S> <C>
Registration fee.....................................................$ 66,000
Fees and expenses of accountants..................................... 75,000
Fees and expenses of legal counsel................................... 125,000
Fees and expenses of Trustee and counsel............................. 15,000
Fees of rating agencies.............................................. 75,000
Printing and engraving expenses...................................... 125,000
Blue Sky fees and expenses (including counsel)....................... 5,000
Miscellaneous........................................................ 114,000
-----------
Total.......................................................$ 600,000
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws provide that each person who was or is made a party
to, or is involved in, any action, suit or proceeding by reason of the fact that
he or she was a director or officer of the Company (or was serving at the
request of the Company as a director, officer, employee or agent for another
entity) will be indemnified and held harmless by the Company, to the full extent
authorized by the Delaware General Corporation Law.
Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
The Company's Restated Certificate of Incorporation provides that to the
fullest extent permitted by Delaware General Corporation Law as the same exists
or may hereafter be amended, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director. The Delaware General Corporation Law permits Delaware
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty. The only limitations imposed under the statute
are that the provision may not eliminate or limit a director's liability for
(a) breaches of the director's duty of loyalty to the corporation or its
stockholders,
(b) acts or omissions not in good faith or involving intentional
misconduct or known violations of law,
(c) the payment of unlawful dividends or unlawful stock purchases or
redemptions, or
(d) transactions in which the director received an improper personal
benefit.
The Company is insured against liabilities which it may incur by reason of
its indemnification of officers and directors in accordance with its By-Laws. In
addition, directors and officers are insured, at the Company's expense,
II-1
<PAGE> 30
against certain liabilities which might arise out of their employment and are
not subject to indemnification under the By-Laws.
The foregoing summaries are necessarily subject to the complete text of the
statute, Restated Certificate of Incorporation, By-Laws and agreements referred
to above and are qualified in their entirety by reference thereto.
ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parentheses:
EXHIBIT NO. EXHIBITS
*1.1 -- Form of Underwriting Agreement (Debt Securities).
*1.2 -- Form of Underwriting Agreement (Common Stock).
*1.3 -- Form of Underwriting Agreement (Preferred Stock).
2.1 -- Stock Purchase Agreement dated May 9, 1997 by and among the
Company, Parker Drilling Offshore Company and Trenergy
(Malaysia) BHD (incorporated by reference to Exhibit 10(n)
to the Company's Quarterly Report on Form 10-Q for the three
months ended May 31, 1997).
2.2 -- Stock Purchase Agreement dated May 9, 1997 by and among the
Company, Parker Drilling Offshore Company and Rashid & Lee
Nominees SDN BHD (incorporated by reference to Exhibit 10(o)
to the Company's Quarterly Report on Form 10-Q for the three
months ended May 31, 1997).
2.3 -- Definitive agreement between the Company and Energy
Ventures, Inc. for the purchase of Mallard Bay Drilling,
Inc. (incorporated by reference to the Company's current
report on Form 8-K filed September 19, 1996).
2.4 -- Definitive agreement to acquire Quail Tools, Inc.
(incorporated by reference to the Company's current report
on Form 8-K filed October 17, 1996).
4.1 -- Corrected Restated Certificate of Incorporation of the
Company, as amended on September 21, 1998 (incorporated by
reference to Exhibit 3(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1998).
4.2 -- By-Laws of the Company, as amended July 27, 1999
(incorporated by reference to Exhibit 3 to its Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999).
**4.3 -- Rights Agreement, dated as of July 14, 1998, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated by reference to Exhibit I to the Company's
Registration Statement on Form 8-A dated January 19, 1999)
and Amendment No. 1 thereto dated as of September 22, 1998.
4.4 -- Indenture dated as of March 11, 1998 among the Company, as
issuer, certain Subsidiary Guarantors (as defined therein)
and Chase Bank of Texas, National Association, as Trustee
(incorporated by reference to Exhibit 4.5 to the Company's
S-4 Registration Statement No. 333-49089 dated April 1,
1998).
4.5 -- Indenture dated as of July 25, 1997, between the Company and
Chase Bank of Texas, National Association, f/k/a Texas
Commerce Bank National Association, as Trustee, relating to
the Company's 5 1/2% Convertible Subordinated Notes due 2004
(incorporated by reference to Exhibit 4.7 to the Company's
S-3 Registration Statement No. 333-30711).
****4.6 -- Form of Senior Indenture.
****4.7 -- Form of Subordinated Indenture.
II-2
<PAGE> 31
EXHIBIT NO. EXHIBITS
***4.8 -- Form of Warrant Agreement.
***4.9 -- Form of Securities.
***4.10 -- Form of Depositary Agreement.
***4.11 -- Form of Depositary Receipt.
**5.1 -- Opinion of Vinson & Elkins L.L.P.
**12.1 -- Calculation of Ratio of Earnings to Fixed Charges.
**23.1 -- Consent of PricewaterhouseCoopers LLP.
**24.1 -- Powers of Attorney (included on the signature pages of this
Registration Statement).
*****25.1 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the trustee under the
Senior Indenture.
*****25.2 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the trustee under the
Subordinated Indenture.
- ------------------
* The Company will file any underwriting agreement relating to any
securities that it may enter into as an exhibit to a Current Report on
Form 8-K.
** Filed herewith.
*** The Company will file any form of Debt Securities, depositary
agreement, warrant agreement or warrants and any depositary receipt,
preferred stock certificate or certificate of designations not
previously so filed as an exhibit to a Current Report on Form 8-K.
**** To be filed as an amendment to this Registration Statement or as an
exhibit to a Current Report on Form 8-K.
***** To be filed in accordance with the requirements of Section 305(b)(2)
of the Trust Indenture Act and Rule 5b-3 thereunder.
ITEM 17. UNDERTAKINGS.
(a) Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
II-3
<PAGE> 32
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Each undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Each registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefits plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, each registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER DRILLING COMPANY
By /s/ Robert L. Parker Jr.
--------------------------------------
Robert L. Parker Jr.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Robert L. Parker, Jr. President, Chief Executive Officer and
- ------------------------------------------ Director (Principal Executive Officer)
Robert L. Parker Jr.
/s/ Robert L. Parker Director
- ------------------------------------------
Robert L. Parker
/s/ James E. Barnes Director
- ------------------------------------------
James E. Barnes
Director
- ------------------------------------------
Bernard Duroc-Danner
/s/ David L. Fist Director
- ------------------------------------------
David L. Fist
Director
- ------------------------------------------
Earnest F. Gloyna
/s/ James W. Linn Director
- ------------------------------------------
James W. Linn
Director
- ------------------------------------------
R. Rudolph Reinfrank
</TABLE>
II-5
<PAGE> 34
<TABLE>
<S> <C>
/s/ James J. Davis Senior Vice President - Finance and
- ------------------------------------------ Chief Financial Officer (Principal
James J. Davis Financial Officer)
/s/ W. Kirk Brassfield Corporate Controller (Principal
Accounting Officer)
- ------------------------------------------
W. Kirk Brassfield
</TABLE>
II-6
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER DRILLING COMPANY OF
OKLAHOMA, INCORPORATED,
PARKER DRILLING COMPANY NORTH
AMERICA, INC.,
PARKER DRILLING U.S.A. LTD.,
PARKER USA DRILLING COMPANY,
PARKER DRILLING COMPANY LIMITED
(NEVADA), AND
PARKER DRILLING COMPANY LIMITED
(OKLAHOMA)
By: /s/ Thomas L. Wingerter
-------------------------------------
Thomas L. Wingerter
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Thomas L. Wingerter President and Director (Principal Executive
- ----------------------------------------- Officer)
Thomas L. Wingerter
/s/ Phillip M. Burch Director and Treasurer (Principal Financial and
- ----------------------------------------- Accounting Officer)
Phillip M. Burch
/s/ Leslie D. Rosencutter Director
- -----------------------------------------
Leslie D. Rosencutter
</TABLE>
II-7
<PAGE> 36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER TECHNOLOGY, INC.
By /s/ Allen T. Wallace
---------------------------------
Allen T. Wallace
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Allen T. Wallace President and Director (Principal Executive
- ------------------------------------------- Officer)
Allen T. Wallace
/s/ Leslie D. Rosencutter Director
- -------------------------------------------
Leslie D. Rosencutter
/s/ Phillip M. Burch Treasurer (Principal Financial and Accounting
- ------------------------------------------- Officer)
Phillip M. Burch
</TABLE>
II-8
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER DRILLING COMPANY OF
NEW GUINEA, INC.
By /s/ John R. Gass
---------------------------------
John R. Gass
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John R. Gass President and Director (Principal Executive
- ------------------------------------------- Officer)
John R. Gass
/s/ Evelyn Ona Director
- -------------------------------------------
Evelyn Ona
/s/ Robert A. Wagner Director
- -------------------------------------------
Robert A. Wagner
/s/ Phillip M. Burch Vice President and Treasurer (Principal
- ------------------------------------------- Financial and Accounting Officer)
Phillip M. Burch
</TABLE>
II-9
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
QUAIL TOOLS, L.L.P.
By /s/ James W. Linn
---------------------------------
James W. Linn
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James W. Linn President (Principal Executive Officer)
- ----------------------------------------
James W. Linn
/s/ Thomas L. Wingerter Director of Partners, Parker Drilling Company
- ---------------------------------------- Limited and Parker Drilling U.S.A. Ltd.
Thomas L. Wingerter
/s/ Phillip M. Burch Director of Partners, Parker Drilling Company
- ---------------------------------------- Limited and Parker Drilling U.S.A. Ltd.
Phillip M. Burch
/s/ Leslie D. Rosencutter Director of Partners, Parker Drilling Company
- ---------------------------------------- Limited and Parker Drilling U.S.A. Ltd.
Leslie D. Rosencutter
/s/ James J. Davis Vice President and Treasurer (Principal
- ---------------------------------------- Financial and Accounting Officer)
James J. Davis
</TABLE>
II-10
<PAGE> 39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
CHOCTAW INTERNATIONAL RIG CORP.,
DGH, INC.,
PARKER DRILLING COMPANY
INTERNATIONAL LIMITED, AND
PARKER DRILLING OFFSHORE
INTERNATIONAL, INC.
By /s/ Donald L. Goodson
--------------------------------------
Donald L. Goodson
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ DONALD L. GOODSON President and Director (Principal Executive
- ----------------------------------------- Officer)
Donald L. Goodson
/s/ JOHN R. GASS Director
- -----------------------------------------
John R. Gass
/s/ LESLIE D. ROSENCUTTER Director
- -----------------------------------------
Leslie D. Rosencutter
/s/ PHILLIP M. BURCH Treasurer (Principal Financial and Accounting
- ----------------------------------------- Officer)
Phillip M. Burch
</TABLE>
II-11
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER VSE-INC.
By /s/ Allen T. Wallace
---------------------------------
Allen T. Wallace
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ ALLEN T. WALLACE President and Director (Principal Executive
- ----------------------------------------- Officer)
Allen T. Wallace
/s/ THOMAS L. WINGERTER Director
- -----------------------------------------
Thomas L. Wingerter
/s/ LESLIE D. ROSENCUTTER Director
- -----------------------------------------
Leslie D. Rosencutter
/s/ DAVID W. TUCKER Treasurer (Principal Financial and Accounting
- ----------------------------------------- Officer)
David W. Tucker
</TABLE>
II-12
<PAGE> 41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER DRILLING OFFSHORE USA, L.L.C.
By /s/ Thomas L. Wingerter
--------------------------------------
Thomas L. Wingerter
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ THOMAS L. WINGERTER President (Principal Executive Officer) and
- ----------------------------------------- Director-of-Members,-Parker-Drilling-Company
Thomas L. Wingerter Limited and Parker Drilling U.S.A. Ltd.
/s/ PHILLIP M. BURCH Director of Members, Parker Drilling Company
- ----------------------------------------- Limited-and-Parker-Drilling-U.S.A.-Ltd.
Phillip M. Burch
/s/ LESLIE D. ROSENCUTTER Director of Members, Parker Drilling Company
- ----------------------------------------- Limited-and-Parker-Drilling-U.S.A.-Ltd.
Leslie D. Rosencutter
/s/ DAVID W. TUCKER Treasurer (Principal Financial and Accounting
- ----------------------------------------- Officer)
David W. Tucker
</TABLE>
II-13
<PAGE> 42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER DRILLING OFFSHORE
CORPORATION
By /s/ Thomas L. Wingerter
---------------------------------
Thomas L. Wingerter
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ THOMAS L. WINGERTER President and Director (Principal Executive
- ----------------------------------------- Officer)
Thomas L. Wingerter
/s/ PHILLIP M. BURCH Director
- -----------------------------------------
Phillip M. Burch
/s/ LESLIE D. ROSENCUTTER Director
- -----------------------------------------
Leslie D. Rosencutter
/s/ BRUCE J. KORVER Treasurer (Principal Financial and Accounting
- ----------------------------------------- Officer)
Bruce J. Korver
</TABLE>
II-14
<PAGE> 43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on the 8th day of May,
2000.
PARKER TECHNOLOGY, L.L.C.
By /s/ Allen T. Wallace
---------------------------------
Allen T. Wallace
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Parker Jr. and James J. Davis,
and each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign on his behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ ALLEN T. WALLACE President (Principal Executive Officer)
- -----------------------------------------
Allen T. Wallace
/s/ PHILLIP M. BURCH Director of Members, Parker Drilling Company
- ------------------------------------------ Limited-and-Parker-Drilling-U.S.A.-Ltd.
Phillip M. Burch
/s/ LESLIE D. ROSENCUTTER Director of Members, Parker Drilling Company
- ------------------------------------------ Limited-and-Parker-Drilling-U.S.A.-Ltd.
Leslie D. Rosencutter
/s/ DAVID W. TUCKER Treasurer (Principal Financial and Accounting
- ------------------------------------------ Officer)
David W. Tucker
</TABLE>
<PAGE> 44
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
----------- --------
<S> <C> <C>
*1.1 -- Form of Underwriting Agreement (Debt Securities).
*1.2 -- Form of Underwriting Agreement (Common Stock).
*1.3 -- Form of Underwriting Agreement (Preferred Stock).
2.1 -- Stock Purchase Agreement dated May 9, 1997 by and among the
Company, Parker Drilling Offshore Company and Trenergy
(Malaysia) BHD (incorporated by reference to Exhibit 10(n)
to the Company's Quarterly Report on Form 10-Q for the three
months ended May 31, 1997).
2.2 -- Stock Purchase Agreement dated May 9, 1997 by and among the
Company, Parker Drilling Offshore Company and Rashid & Lee
Nominees SDN BHD (incorporated by reference to Exhibit 10(o)
to the Company's Quarterly Report on Form 10-Q for the three
months ended May 31, 1997).
2.3 -- Definitive agreement between the Company and Energy
Ventures, Inc. for the purchase of Mallard Bay Drilling,
Inc. (incorporated by reference to the Company's current
report on Form 8-K filed September 19, 1996).
2.4 -- Definitive agreement to acquire Quail Tools, Inc.
(incorporated by reference to the Company's current report
on Form 8-K filed October 17, 1996).
4.1 -- Corrected Restated Certificate of Incorporation of the
Company, as amended on September 21, 1998 (incorporated by
reference to Exhibit 3(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended August 31, 1998).
4.2 -- By-Laws of the Company, as amended July 27, 1999
(incorporated by reference to Exhibit 3 to its Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999).
**4.3 -- Rights Agreement, dated as of July 14, 1998, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated by reference to Exhibit I to the Company's
Registration Statement on Form 8-A dated January 19, 1999)
and Amendment No. 1 thereto dated as of September 22, 1998.
4.4 -- Indenture dated as of March 11, 1998 among the Company, as
issuer, certain Subsidiary Guarantors (as defined therein)
and Chase Bank of Texas, National Association, as Trustee
(incorporated by reference to Exhibit 4.5 to the Company's
S-4 Registration Statement No. 333-49089 dated April 1,
1998).
4.5 -- Indenture dated as of July 25, 1997, between the Company and
Chase Bank of Texas, National Association, f/k/a Texas
Commerce Bank National Association, as Trustee, relating to
the Company's 5 1/2% Convertible Subordinated Notes due 2004
(incorporated by reference to Exhibit 4.7 to the Company's
S-3 Registration Statement No. 333-30711).
****4.6 -- Form of Senior Indenture.
****4.7 -- Form of Subordinated Indenture.
***4.8 -- Form of Warrant Agreement.
***4.9 -- Form of Securities.
***4.10 -- Form of Depositary Agreement.
***4.11 -- Form of Depositary Receipt.
**5.1 -- Opinion of Vinson & Elkins L.L.P.
**12.1 -- Calculation of Ratio of Earnings to Fixed Charges.
</TABLE>
<PAGE> 45
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
----------- --------
<S> <C> <C>
**23.1 -- Consent of PricewaterhouseCoopers LLP.
**24.1 -- Powers of Attorney (included on the signature pages of this
Registration Statement).
*****25.1 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the trustee under the
Senior Indenture.
*****25.2 -- Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the trustee under the
Subordinated Indenture.
</TABLE>
- ------------------
* The Company will file any underwriting agreement relating to any
securities that it may enter into as an exhibit to a Current Report on
Form 8-K.
** Filed herewith.
*** The Company will file any form of Debt Securities, depositary
agreement, warrant agreement or warrants and any depositary receipt,
preferred stock certificate or certificate of designations not
previously so filed as an exhibit to a Current Report on Form 8-K.
**** To be filed as an amendment to this Registration Statement or as an
exhibit to a Current Report on Form 8-K.
***** To be filed in accordance with the requirements of Section 305(b)(2)
of the Trust Indenture Act and Rule 5b-3 thereunder.
<PAGE> 1
EXHIBIT 4.3
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Rights Agreement (the
"Rights Agreement") dated as of July 14, 1998 between Parker Drilling Company, a
Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A. (the
"Rights Agent") is effective as of September 22, 1998.
RECITALS
The Company desires to amend the Rights Agreement to revise the
redemption provisions of Section 24(b) and remove the restrictions on redeeming
the Rights Agreement if the Board of Directors is not comprised of Continuing
Directors, and certifies that the Amendment complies with the terms of Section
29 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Section 24(b) of the Rights Agreement is hereby amended to read as
follows:
"(b) The Board of Directors of the Company may, at its option,
at any time prior to the Shares Acquisition Date redeem all but not
less than all the then outstanding Rights at a redemption price of one
cent ($.01) per Right then outstanding, appropriately adjusted to
reflect any adjustment in the number of Rights outstanding pursuant to
Section 12(i) herein (such redemption price being hereinafter referred
to as the "Redemption Price"). Any such redemption of the Rights by the
Board of Directors may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole
discretion may establish."
2. Section 1, Certain Definitions, is hereby amended to delete the
definitions of "Transaction" and "Transaction Person."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Rights Agreement to be duly executed, effective as of the day and year
first above written.
PARKER DRILLING COMPANY
By /s/ James J. Davis
---------------------------------
James J. Davis
Senior Vice President -- Finance
NORWEST BANK MINNESOTA, N.A.,
As Rights Agent
By /s/ Barbara M. Novak
---------------------------------
Name: Barbara M. Novak
Title: Vice President
<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
May 8, 2000
Parker Drilling Company
8 East Third Street
Tulsa, Oklahoma 74103
Ladies and Gentlemen:
We have acted as counsel for Parker Drilling Company, a Delaware
corporation (the "Company"), and its subsidiaries (the "Subsidiary Guarantors")
with respect to certain legal matters in connection with the registration by the
Company under the Securities Act of 1933, as amended (the "Securities Act"), of
the offer and sale (a) by the Company from time to time, pursuant to Rule 415
under the Securities Act, of (i) unsecured debt securities, in one or more
series, consisting of notes, debentures or other evidences of indebtedness (the
"Debt Securities"), (ii) shares of preferred stock, par value $1.00 per share,
of the Company in one or more series (the "Preferred Stock"), which may be
issued in the form of depositary shares evidenced by depositary receipts
("Depositary Shares"), (iii) shares of common stock, par value $.162/3 per
share, of the Company including attached preferred share purchase rights (the
"Common Stock"), and (iv) warrants (the "Warrants") to purchase Common Stock and
(b) by the Subsidiary Guarantors from time to time, pursuant to Rule 415 under
the Securities Act, of guarantees of the obligations of the Company under the
Debt Securities (the "Guarantees"). The aggregate initial offering prices of the
Debt Securities, Preferred Stock, Depositary Shares, Common Stock and Warrants
offered by the Company in all such offerings will not exceed $250,000,000 or, if
applicable, the equivalent thereof in any other currency or currency unit. The
term "Securities" refers collectively to the Debt Securities, Preferred Stock,
Depositary Shares and Common Stock to be offered by the Company and any
Guarantees offered by the Subsidiary Guarantors. The Securities will be offered
in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and to be set forth in supplements to the
Prospectus contained in the Company's Registration Statement on Form S-3 to
which this opinion is an exhibit.
Before rendering our opinions hereinafter set forth, we examined such
certificates, instruments and documents, and we reviewed such questions of law,
as we considered appropriate.
<PAGE> 2
Parker Drilling Company
May 8, 2000
Page 2
In connection with this opinion, we have assumed: (i) the Registration
Statement, and any amendments thereto (including post-effective amendments),
have become effective; (ii) a Prospectus Supplement will have been prepared and
filed with the Commission describing any Securities offered thereby; (iii) all
Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the applicable Prospectus Supplement; (iv) each Indenture governing the Debt
Securities, each Depositary Agreement relating to the Depositary Shares and each
Warrant Agreement relating to the Warrants will be duly authorized, executed and
delivered by the parties thereto in substantially the form reviewed by us; (v)
each Indenture will have been duly qualified under the Trust Indenture Act of
1939, as amended; (vi) at the time of any offering or sale of any shares of
Common Stock or Preferred Stock, the Company will have the number of shares of
Common Stock or Preferred Stock, as set forth in the Prospectus Supplement
relating to such offering or sale, duly authorized, established (if applicable)
and available for issuance; (vii) a definitive purchase, underwriting or similar
agreement with respect to any Securities offered will have been duly authorized
and validly executed and delivered by the Company and the other parties thereto;
and (viii) Securities issuable upon conversion, exchange or exercise of any
Securities being offered will have been duly authorized, established (if
appropriate) and reserved for issuance upon such conversion, exchange or
exercise.
In addition, in connection with this opinion, with respect to
Subsidiary Guarantors that have been organized in jurisdictions other than Texas
or Delaware, we have assumed that the laws of such jurisdictions are the same as
the laws of Texas insofar as they are relevant to the Guarantees.
Based upon the foregoing, we are of the opinion that:
(i) When the terms of any Debt Securities and of their issuance
and sale have been duly established in conformity with the
applicable Indenture so as not to violate any applicable law
or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with
any requirements or restriction imposed by any court or
governmental body having jurisdiction over the Company, and
the Debt Securities have been duly executed and authenticated
in accordance with such Indenture and issued and sold as
contemplated in the Registration Statement, such Debt
Securities will constitute valid and legally binding
obligations of the Company, subject to bankruptcy, insolvency
(including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium and similar
laws relating to or affecting creditors' rights generally and
to general equitable principles, and any shares of Common
Stock issued upon conversion of any such Debt Securities in
accordance with the terms of such Indenture will be duly
authorized, validly issued, fully paid and nonassessable.
<PAGE> 3
Parker Drilling Company
May 8, 2000
Page 3
(ii) When (a) the board of directors of the applicable Subsidiary
Guarantor (or a duly authorized committee thereof) or the
other applicable governing body has taken all necessary action
to approve the issuance and terms of any Guarantee, (b) the
terms of such Guarantee have been duly established in
conformity with the applicable Indenture so as not to violate
any applicable law or result in a default under or breach of
any agreement or instrument binding upon such Subsidiary
Guarantor and so as to comply with any requirements or
restriction imposed by any court or governmental body having
jurisdiction over such Subsidiary Guarantor, and (c) the Debt
Securities relating to such Guarantee have been issued and
sold as contemplated in the Registration Statement, such
Guarantee will constitute a valid and legally binding
obligation of such Subsidiary Guarantor, subject to
bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization,
moratorium and similar laws relating to or affecting
creditors' rights generally and to general equitable
principles.
(iii) When (a) the Board of Directors of the Company (or a duly
authorized committee thereof) has taken all necessary
corporate action to approve the issuance and sale of any
shares of Common Stock or of any series of Preferred Stock
(and Depositary Shares, if applicable), and (b) such shares
have been issued and sold as contemplated in the Registration
Statement, all such shares will be duly authorized, validly
issued, fully paid and nonassessable.
(iv) When the terms of any Warrants and of their issuance and sale
have been duly established in conformity with the applicable
Warrant Agreement so as not to violate any applicable law or
result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with
any requirements or restriction imposed by any court or
governmental body having jurisdiction over the Company, and
such Warrants have been duly executed and authenticated in
accordance with the applicable Warrant Agreement and issued
and sold as contemplated in the Registration Statement, such
Warrants will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium and similar laws
relating to or affecting creditors' rights generally and to
general equitable principles, and any shares of Common Stock
issued upon exercise of any such Warrants in accordance with
the terms of the applicable Warrant Agreement will be duly
authorized, validly issued, fully paid and nonassessable.
The foregoing opinions are limited to the laws of the United States of
America and the States of Texas, New York and Delaware.
<PAGE> 4
Parker Drilling Company
May 8, 2000
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 12.1
PARKER DRILLING COMPANY AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOUR MONTHS
YEAR ENDED ENDED YEAR ENDED AUGUST 31,
DECEMBER 31, DECEMBER 31, -----------------------------------------------
1999 1998 1998 1997 1996 1995
------------ ------------ -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Income (Loss) from Continuing
Operations per Statements
of Income ........................... $(37,897) $(14,633) $ 28,092 $ 16,315 $ 4,053 $ 3,916
Add:
Interest and Debt Expense ........... $ 55,842 $ 17,301 $ 49,299 $ 32,864 $ 135 $ 88
Income Taxes (Benefit) .............. $ (2,680) $ (1,635) $ 16,435 $ 7,241 $ 4,514 $ 3,184
Income as Adjusted ...................... $ 15,265 $ 1,033 $ 93,826 $ 56,420 $ 8,702 $ 7,188
Fixed Charges--
Interest and Debt Expense per
Statements of Income (Includes
Amortization of Debt Discount
and Expense and Capitalized Interest) ... $ 58,665 $ 18,964 $ 52,756 $ 33,051 $ 135 $ 88
Ratio of Earnings to Fixed Charges ........... .26 .05 1.78 1.71 64.46 81.68
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 3, 2000,
relating to the financial statements and financial statement schedule, which
appear in Parker Drilling Company's Annual Report on Form 10-K for the year
ended December 31, 1999. We also consent to the reference to our firm under the
caption "Experts."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
May 8, 2000
