<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER 33-42194
POOL COMPANY 401(K) SAVINGS PLAN
(FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW)
POOL ENERGY SERVICES CO.
10375 RICHMOND AVENUE
HOUSTON, TEXAS 77042
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICES)
<PAGE> 2
POOL COMPANY 401(k) SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, December 31, 1997 4
Statement of Net Assets Available for Benefits, December 31, 1996 5
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1997 6
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1996 7
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES:
Item 27a - Assets Held for Investment, December 31, 1997 12
Item 27d - Reportable Transactions for the Year Ended December 31, 1997 13
Item 27b - Loans or Fixed Income Obligations for the Year Ended December 31, 1997 14
</TABLE>
Schedules other than those listed above have been omitted because of the absence
of the conditions under which they are required.
2
<PAGE> 3
[DELOITTE &
TOUCHE LLP LETTERHEAD]
- --------------------------------------------------------------------------------
[LOGO]
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Pool Company 401(k) Savings Plan:
We have audited, by fund and in total, the accompanying statements of net assets
available for benefits of the Pool Company 401(k) Savings Plan (the "Plan") as
of December 31, 1997 and 1996, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment as of December 31, 1997, (2) reportable transactions for the
year ended December 31, 1997 and (3) loans or fixed income obligations for the
year ended December 31, 1997 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1997 financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
May 15, 1998
3
<PAGE> 4
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
-------------------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ASSETS -
Interest receivable
----------- ----------- ----------- ----------- -----------
Investments (at fair value):
T. Rowe Price mutual funds $ 5,564,477 $ 1,012,038 $ 7,464,987 $ 2,914,070 $ 5,292,335
Pool Energy Services Co. common stock
Participant loans
----------- ----------- ----------- ----------- -----------
Total 5,564,477 1,012,038 7,464,987 2,914,070 5,292,335
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 5,564,477 $ 1,012,038 $ 7,464,987 $ 2,914,070 $ 5,292,335
=========== =========== =========== =========== ===========
<CAPTION>
FUNDS
-------------------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ASSETS - $ 3,618 $ 3,618
Interest receivable ----------- ----------- ----------- ------------
Investments (at fair value): 1,923,827 24,171,734
T. Rowe Price mutual funds $ 2,165,233 2,165,233
Pool Energy Services Co. common stock $ 1,245,819 1,245,819
Participant loans ----------- ----------- ----------- ------------
1,923,827 2,165,233 1,245,819 27,582,786
Total ----------- ----------- ----------- ------------
$ 1,927,445 $ 2,165,233 $ 1,245,819 $ 27,586,404
NET ASSETS AVAILABLE FOR BENEFITS =========== =========== =========== ============
</TABLE>
See notes to financial statements.
4
<PAGE> 5
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 667 $ 266 $ 550 $ 351 $ 610
Employee contributions 22,819 5,716 23,850 11,652 22,969
---------- --------- ---------- ---------- ----------
Total 23,486 5,982 24,400 12,003 23,579
---------- --------- ---------- ---------- ----------
Investments (at fair value):
T. Rowe Price mutual funds 4,624,066 911,150 5,075,375 2,313,762 4,085,982
Pool Energy Services Co. common stock
Participant loans
Total 4,624,066 911,150 5,075,375 2,313,762 4,085,982
---------- --------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,647,552 $ 917,132 $5,099,775 $2,325,765 $4,109,561
========== ========= ========== ========== ==========
<CAPTION>
FUNDS
--------------------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 257 $ 2,701
Employee contributions 5,110 92,116
--------- ---------- --------- -----------
Total 5,367 94,817
--------- ---------- --------- -----------
Investments (at fair value):
T. Rowe Price mutual funds $ 626,457 17,636,792
Pool Energy Services Co. common stock 1,322,822 1,322,822
Participant loans $ 264,114 264,114
--------- -----------
Total 626,457 1,322,822 264,114 19,223,728
--------- ---------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 626,457 $1,328,189 $ 264,114 $19,318,545
========= ========== ========= ===========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 77,623 $ 26,510 $ 82,261 $ 46,077 $ 86,598
Employee contributions 822,261 269,616 1,022,581 515,309 975,168
Dividends and interest 345,139 69,948 749,302 369,035 268,185
Net appreciation of investments (Note 4) 19,552 879,436 42,070 667,291
Transfer of R & H Well Service, Inc.
Employee Profit Sharing Plan assets
----------- ----------- ----------- ----------- -----------
Total 1,245,023 385,626 2,733,580 972,491 1,997,242
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (571,017) (72,678) (352,411) (177,500) (417,051)
INTERFUND TRANSFERS 242,919 (218,042) (15,957) (206,686) (397,417)
----------- ----------- ----------- ----------- -----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 916,925 94,906 2,365,212 588,305 1,182,774
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 4,647,552 917,132 5,099,775 2,325,765 4,109,561
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 5,564,477 $ 1,012,038 $ 7,464,987 $ 2,914,070 $ 5,292,335
=========== =========== =========== =========== ===========
<CAPTION>
FUNDS
----------------------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 26,888 $ 345,957
Employee contributions 268,241 3,873,176
Dividends and interest $ 12,809 6,026 1,820,444
Net appreciation of investments (Note 4) 472,156 2,080,505
Transfer of R & H Well Service, Inc.
Employee Profit Sharing Plan assets 1,923,827 1,923,827
----------- ----------- ----------- ------------
Total 1,936,636 773,311 10,043,909
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (32,162) (91,351) $ (61,880) (1,776,050)
INTERFUND TRANSFERS (603,486) 155,084 1,043,585
----------- ----------- ----------- ------------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 1,300,988 837,044 981,705 8,267,859
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 626,457 1,328,189 264,114 19,318,545
----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 1,927,445 $ 2,165,233 $ 1,245,819 $ 27,586,404
=========== =========== =========== ============
</TABLE>
See notes to financial statements.
6
<PAGE> 7
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
--------------------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 71,411 $ 20,035 $ 63,138 $ 34,452 $ 60,207
Employee contributions 519,647 195,464 613,223 333,731 588,922
Dividends and interest 288,928 55,934 315,725 216,546 344,410
Net appreciation (depreciation) of
investments (Note 4) (38,238) 481,759 98,419 290,851
----------- --------- ----------- ----------- -----------
Total 879,986 233,195 1,473,845 683,148 1,284,390
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (672,664) (68,774) (316,032) (166,681) (306,671)
INTERFUND TRANSFERS (270,534) (215,418) 308,039 (41,934) 260,064
----------- --------- ----------- ----------- -----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (63,212) (50,997) 1,465,852 474,533 1,237,783
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 4,710,764 968,129 3,633,923 1,851,232 2,871,778
----------- --------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 4,647,552 $ 917,132 $ 5,099,775 $ 2,325,765 $ 4,109,561
=========== ========= =========== =========== ===========
<CAPTION>
FUNDS
-----------------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 17,392 $ 266,635
Employee contributions 134,187 2,385,174
Dividends and interest $ 34,928 434 1,256,905
Net appreciation (depreciation) of
investments (Note 4) (3,159) 464,016 1,293,648
--------- ----------- --------- ------------
Total 31,769 616,029 5,202,362
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (173,450) (88,038) $ (80,791) (1,873,101)
INTERFUND TRANSFERS (97,232) 218,925 (161,910)
--------- ----------- --------- ------------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS (238,913) 746,916 (242,701) 3,329,261
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 865,370 581,273 506,815 15,989,284
--------- ----------- --------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 626,457 $ 1,328,189 $ 264,114 $ 19,318,545
========= =========== ========= ============
</TABLE>
See notes to financial statements.
7
<PAGE> 8
POOL COMPANY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following description of the Pool Company 401(k) Savings Plan ("Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL - The Plan is a defined contribution plan, intended to qualify
under Sections 401(a), 401(k), 401(m) and 501(a) of the Internal Revenue
Code (the "Code"), which is maintained for eligible employees of Pool
Company and its participating subsidiaries (collectively, the "Company").
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The effective date of the Plan was January
1, 1991.
During 1997, the Plan was amended to include as eligible employers certain
entities that had been acquired by the Company in 1997. Certain benefit
plans maintained by these entities were or will be terminated or merged
into the Plan, and eligible participants in the prior plans will become
eligible to participate in the Plan upon meeting the eligibility
requirements. Eligible assets of the terminated plans were distributed to
the participants, rolled into the Plan or rolled into other qualified
plans depending on the participants' direction. All other assets of the
merged or terminated plans were or will be merged or transferred into the
Plan. The Plan was further amended to accept existing participant loans,
subject to their originating terms, transferred in from a new eligible
employer.
THE TRUST - The Pool Company 401(k) Savings Plan Trust (the "Trust") was
established effective January 1, 1991, to hold and invest the
contributions made by the Company and participants under the Plan. T. Rowe
Price Trust Company (the "Trustee") manages the Trust and maintains
individual accounts for each participant.
PARTICIPANT LOANS - During 1997, the Plan was amended to allow participant
loans, subject to the provisions as set forth in the Plan. Prior to this
amendment, the Plan only accepted existing participant loans, subject to
their originating terms, transferred in from an acquired employer. Loan
transactions are treated as a transfer to (from) the applicable investment
fund (from) to the participant loans fund. Loan terms range from one to
five years. The loans are secured by the balance in the participant's
account and bear interest at the prime rate plus 1%. Interest rates range
from 9% to 11%. Principal and interest are paid ratably through monthly
payroll deductions.
ALLOCATION OF INVESTMENT INCOME - The net earnings or loss of each fund
within the Trust, including capital gains or losses whether or not
realized, are allocated to individual participant accounts in that fund
based on the ratio that the value of each participant's account bears to
the value of all accounts in that fund as of the valuation date.
ELIGIBILITY - All full-time and part-time employees of the Company not
covered by a collective bargaining agreement who have attained the age of
21 and completed one year of service are eligible to participate in the
Plan. Effective January 1, 1999 the age requirement will be discontinued.
8
<PAGE> 9
CONTRIBUTIONS - Employees may contribute, on a pretax basis, up to 12% of
their annual compensation, subject to limitations set forth in the Plan.
Employee contributions (and the related employer-matching contribution)
are directed to the various available investment options by the employee
and may be changed at any time at the employee's request. The Company is
currently matching 25% of the first $1,000 of each employee's annual
contribution. Company contributions are voluntary and may be terminated or
amended at any time. Effective January 1, 1999, the pretax employee
contribution limitation will be raised to 20% of eligible compensation and
the Company will match 100% of the first 3% of a participants compensation
contributed to the Plan and 50% of the next 2%. The matches will be in
Pool Energy Services Co. stock.
VESTING - Participants are 100% vested in the balance resulting from their
employee contributions and resultant net earnings or loss. Vesting in the
employer-matching contribution account is based on a participant's total
years of service as follows:
YEARS OF SERVICE VESTING PERCENTAGE
1 0
2 25
3 50
4 75
5 or more 100
Effective January 1, 1999 participants will become fully vested in the
employer-matching contribution account.
WITHDRAWALS - Withdrawals prior to the age of 65 are allowed only at the
termination of employment, on a hardship basis subject to Internal Revenue
Service regulations, or for the purpose of a participant loan.
FORFEITURES - At December 31, 1997, unallocated forfeitures of $452 were
held in various funds and are available to reduce future employer
contributions.
TERMINATION OF THE PLAN - The Company may discontinue contributions or
amend or terminate the Plan at any time subject to provisions set forth in
ERISA. If the Plan is terminated, participants will become fully vested in
Company contributions and resultant net earnings or loss and distributions
will be made to participants and beneficiaries in proportion to their
account balances after payment of expenses properly chargeable to the
Trust.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan have been
prepared using the accrual basis of accounting.
INVESTMENTS - Investments for all funds except for the Stable Value Fund
are stated at fair value as determined by reference to published market
quotations. At December 31, 1997 and 1996, the guaranteed investment
contracts held by the Plan in the Stable Value Fund were valued at
contract value as determined by the Trustee pursuant to the provisions of
Statement of Position 94-4, "Reporting of Investment Contracts Held by
Health and Welfare Plans and Defined Contribution Pension Plans" ("SOP
94-4"). According to the provisions of SOP 94-4, the contracts for this
plan have been deemed to be benefit responsive. As such, the contracts are
presented at contract value on the statement of net assets
9
<PAGE> 10
available for benefits. During and at the year ended December 31, 1997 and
1996, contract value approximated fair value.
The investment options are as follows:
Stable Value Fund - This fund invests in Guaranteed Investment
Contracts (GIC's) issued by highly rated insurance companies.
New Income Fund - This fund invests in high quality Treasury and other
U.S. government securities, corporate bonds, and mortgage backed
securities.
Equity Income Fund - This fund invests in common stocks of established
companies primarily for their substantial dividend income and,
secondarily, their long-term capital appreciation.
Capital Appreciation Fund - This fund invests in common stocks,
convertible securities, bonds, and money market instruments believed to
have the potential for long-term growth while reducing the fund's
exposure to market declines.
New America Growth Fund - This fund invests in stocks of established
and emerging companies expected to have superior earning growth, and
which operate primarily in the service sector.
Pool Energy Services Co. Common Stock Fund - This fund invests in
common stocks of Pool Energy Services Co.
Prime Reserve Fund - This fund invests primarily in U.S. government
securities, commercial paper and bank notes for the preservation of
principal investment. The fund is temporarily established to hold the
funds of certain participants which were rolled into the Plan pending
reallocation into other funds. No other contributions are allowed.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
3. INVESTMENTS
Individual investments that exceeded 5% of net assets available for
benefits as of December 31, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
T. Rowe Price*:
Stable Value Fund $ 5,564,477 $ 4,624,066
Equity Income Mutual Fund 7,464,987 5,075,375
Capital Appreciation Mutual Fund 2,914,070 2,313,762
New America Growth Mutual Fund 5,292,335 4,085,982
Prime Reserve Fund 1,923,827
Pool Energy Services Co. Common Stock* 2,165,233 1,322,822
</TABLE>
* Party-in-interest
10
<PAGE> 11
4. NET APPRECIATION (DEPRECIATION) OF INVESTMENTS
Net appreciation (depreciation) of investments consisted of the following:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Proceeds from sale of Pool Energy Services Co. ("PESCO")
common stock $1,067,643 $ 495,965
Carrying value of PESCO common stock at time of sale 809,410 390,433
---------- ----------
Realized gain on sale of PESCO common stock 258,233 105,532
Unrealized appreciation (depreciation) of PESCO common stock 213,923 358,484
Net investment gain (loss) from registered investment
companies (T. Rowe Price) 1,608,349 829,632
---------- ----------
Total $2,080,505 $1,293,648
========== ==========
</TABLE>
5. FEDERAL INCOME TAXES
The Plan obtained a favorable determination letter from the Internal
Revenue Service in 1992 stating that the Plan qualifies under Section
401(a) of the Code. Accordingly, earnings of the Plan are exempt from
federal income taxes, and employees' contributions to the Plan are a
reduction of the Company's income for federal income tax purposes, subject
to applicable limitations. The Plan has been amended since receiving the
determination letter. However, the plan administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the Code.
6. ADMINISTRATIVE EXPENSES
The Company may pay all expenses incurred in the administration of the
Plan, including expenses and fees of the Trustee, but is not required to
do so. Any such expenses not paid by the Company shall be paid by the
Plan. The Company incurred administrative expenses of $53,336 and $49,053
in 1997 and 1996, respectively.
7. PARTIES-IN-INTEREST
Both the Company and the Trustee are parties-in-interest to the Plan as
defined in Section 406 of ERISA.
******
11
<PAGE> 12
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT,
DECEMBER 31, 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
NUMBER OF ORIGINAL FAIR
DESCRIPTION OF ASSET SHARES/UNITS COST VALUE
<S> <C> <C> <C>
T. Rowe Price*:
Stable Value Fund 5,564,477 $ 5,564,477 $ 5,564,477
New Income Mutual Fund 111,581 995,927 1,012,038
Equity Income Mutual Fund 286,344 6,065,986 7,464,987
Capital Appreciation Mutual Fund 198,101 2,835,396 2,914,070
New America Growth Mutual Fund 119,763 4,328,656 5,292,335
Prime Reserve Fund 1,923,827 1,923,827 1,923,827
Pool Energy Services Co. Common Stock* 97,261 1,597,895 2,165,233
Participant Loans 1,245,819 1,245,819
----------- -----------
TOTAL $24,557,983 $27,582,786
=========== ===========
</TABLE>
*Party-in-interest
12
<PAGE> 13
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PURCHASES SALES
------------------------------- ------------------------------------------------------
NUMBER NUMBER
OF SHARES COST OF SHARES PROCEEDS ORIGINAL GAIN
OR UNITS (1) (2) OR UNITS (1) (3) COST (LOSS)
<S> <C> <C> <C> <C> <C> <C>
I. SINGLE TRANSACTION
T. Rowe Price* -
Prime Reserve Fund 1,923,827 $ 1,923,827
II. SERIES OF TRANSACTIONS IN THE
SAME SECURITY
T. Rowe Price*:
Stable Value Fund 3,060,531 3,060,531 2,114,774 $ 2,114,774 $ 2,114,774
Equity Income Mutual Fund 112,328 2,808,067 51,156 1,297,891 1,087,856 $ 210,035
Capital Appreciation Mutual Fund 98,738 1,522,416 60,538 964,177 907,941 56,236
New America Growth Mutual Fund 51,961 2,169,086 38,687 1,630,025 1,431,918 198,107
Prime Reserve Fund 1,923,827 1,923,827
Pool Energy Services Co. Common Stock* 62,440 1,436,712 51,216 1,067,643 665,570 402,073
</TABLE>
The above transactions represent those defined as reportable transactions by
Section 2520.103-6 of the Annual Reporting Requirements of the Employee
Retirement Income Security Act of 1974. Five percent of the fair market value of
the Plan's assets at January 1, 1997 was used to determine those transactions
requiring disclosure.
(1) These amounts were equal to the current value of the assets on the
transaction date.
(2) Cost of purchases includes expenses incurred on transactions (e.g.,
commissions and transfer fees).
(3) Proceeds are net of expenses incurred on transactions.
13
<PAGE> 14
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27b - SUPPLEMENTAL SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
ORIGINAL AMOUNT RECEIVED
AMOUNT DURING YEAR AMOUNT OVERDUE
--------------------- UNPAID BALANCE AT DESCRIPTION ---------------------------
OBLIGOR OF LOAN PRINCIPAL INTEREST DECEMBER 31, 1997 OF LOAN PRINCIPAL INTEREST
<S> <C> <C> <C> <C> <C>
Jerry A. Goodman $ 1,937 $ 472 Participant loan $ 472 $ 28
</TABLE>
14
<PAGE> 15
EXHIBITS
<TABLE>
<CAPTION>
ITEM PAGE
- ---- ----
<S> <C>
23.1 Written consent of Deloitte & Touche LLP dated June 26, 1998 16
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Administrator has duly caused this Annual Report to be signed
on its behalf by the undersigned hereunto duly authorized.
POOL COMPANY 401(k) SAVINGS PLAN
(Name of Plan)
Date: June 26, 1998 BY: /s/ E.J. SPILLARD
--------------------------------------
E. J. Spillard
Senior Vice President, Finance for
Pool Company, Plan Administrator
15
<PAGE> 16
INDEX TO EXHIBITS
ITEM
- ----
23.1 Written consent of Deloitte & Touche LLP dated June 26, 1998
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-42194 of Pool Energy Services Co. on Form S-8 of our report dated May 15,
1998, appearing in this Annual Report on Form 11-K of the Pool Company 401(k)
Savings Plan for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
- --------------------------------
Houston, Texas
June 26, 1998
