<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1995
REGISTRATION NO. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
NABORS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 93-0711613
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
</TABLE>
515 West Greens Road
Houston, Texas 77067
(713) 874-0035
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
-------------------
Anthony G. Petrello
President
Nabors Industries, Inc.
515 West Greens Road
Houston, Texas 77067
(713) 874-0035
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
With a copy to:
Howard M. Berkower, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022
-------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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 to be
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, 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, check the following
box and list the Securities Act registration statement number of 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, 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
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price per Offering Registration
Securities Being Registered Registered Unit(1) Price(1) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value per Share 650,000 $8.875 $5,768,750 $1,989.22
===========================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purposes of calculating
the registration fee in connection with the shares of Common Stock
registered hereby, based on the average of the high and low sales prices of
the shares of Common Stock reported on the American Stock Exchange on June
8, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
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, AS AMENDED, 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.
<PAGE> 2
Subject to Completion, Dated June __, 1995
PROSPECTUS
650,000 SHARES
NABORS INDUSTRIES, INC.
COMMON STOCK
(par value $.10 per share)
This Prospectus relates to 650,000 shares (the "Shares") of common
stock, par value $.10 per share (the "Common Stock"), of Nabors Industries,
Inc., a Delaware corporation (the "Company").
The Shares are issuable pursuant to a Common Stock Purchase Warrant,
dated April 7, 1994 (the "Warrant") owned by Mitchell Energy Corporation, a
Delaware corporation (the "Selling Stockholder"). The Company issued the
Warrant to the Selling Stockholder in connection with the acquisition by a
subsidiary of the Company of certain drilling rigs and related assets from the
Selling Stockholder in April 1994. See "Selling Stockholder."
The Selling Stockholder may from time to time sell all or a portion of
the Shares on the American Stock Exchange (the "ASE"), in the over-the-counter
market, on any other national securities exchange on which the Common Stock is
listed or traded, in negotiated transactions or otherwise, at prices then
prevailing or related to the then current market price or at negotiated prices.
The Shares may be sold directly or through brokers or dealers. See "Plan of
Distribution."
The Company will receive no part of the proceeds of any sales made
hereunder except to the extent that the net proceeds therefrom exceed
$6,148,000. See "Use of Proceeds." All expenses of registration incurred in
connection with the offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholder will be borne by the
Selling Stockholder. See "Selling Stockholder."
The Selling Stockholder and any broker-dealers participating in the
distribution of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
profit on the sale of Shares by the Selling Stockholder and any commissions or
discounts given to any such broker-dealers may be regarded as underwriting
commissions or discounts under the Securities Act.
The Shares have not been registered for sale by the Selling
Stockholder under the securities laws of any state as of the date of this
Prospectus. Brokers or dealers effecting transactions in the Shares should
confirm the registration thereof under the securities laws of the States in
which such transactions occur, or the existence of any exemption from
registration.
The Common Stock is traded on the ASE. On __________ __, 1995, the
last sale price of the Common Stock, as reported on the composite tape for
issues listed on the ASE, was $____ per share.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________________________
THE DATE OF THIS PROSPECTUS IS ______________, 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy materials and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
materials and other information concerning the Company and the Registration
Statement (as hereinafter defined) can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the public reference facilities
maintained by the Commission at The Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and at Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies can be obtained by mail from the
Commission at prescribed rates from the Public Reference Section of the
Commission at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. In addition, similar information can be
inspected at the American Stock Exchange, 86 Trinity Place, New York, New York
10006.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement including the exhibits
filed as a part thereof and otherwise incorporated therein.
Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS
The following documents filed with the Commission are incorporated
in this Prospectus by reference:
(A) The Company's Annual Report filed on Form 10-K for the fiscal year
ended September 30, 1994 (File No. 1-9245);
(B) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 31, 1994 and March 31, 1995; and
(C) The description of the Common Stock contained in the Registration
Statement on Form 8-A, File No. 1-9245, filed with the Commission on
August 22, 1986 as amended by Amendment No. 1 thereto dated May 20,
1992 and any subsequent amendment thereto filed for the purpose of
updating the description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of shares of Common Stock hereunder
shall be deemed incorporated by reference in this Prospectus and shall be deemed
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed incorporated herein by reference
shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this Prospectus or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference in this
Prospectus modifies or supersedes such statement.
The Company undertakes to provide without charge to each person to
whom a Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information which have been or may be incorporated in
this Prospectus by reference but not delivered herewith, except for certain
exhibits to such documents. Requests for such information should be directed to
Nabors Industries, Inc., at the Company's executive offices located at 515 West
Greens Road, Suite 1200, Houston, Texas 77067, Attention: Secretary (telephone
number (713) 874-0035).
_______________________________
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS. ANY INFORMATION OR
REPRESENTATION GIVEN WHICH IS NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION ABOUT THE COMPANY CONTAINED IN
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SINCE THE DATE HEREOF.
_______________________________
- 2 -
<PAGE> 4
USE OF PROCEEDS
All of the Shares offered hereby are being offered by the Selling
Stockholder. The Company will receive no part of the proceeds of any sales
made hereunder except to the extent that the proceeds therefrom (after
deducting reasonable brokerage commission) exceed the total exercise price of
the Warrant plus $1,000,000, or $6,148,000. Any proceeds received by the
Company will be used for general corporate purposes.
SELLING STOCKHOLDER
The Selling Stockholder is a Delaware corporation and a wholly-owned
subsidiary of Mitchell Energy & Development Corp., a Texas corporation. The
principal office of the Selling Stockholder is located at 2001 Timberloch
Place, The Woodlands, Texas 77387. The Selling Stockholder acquired the
Warrant on April 7, 1994 as part of the consideration for its sale of certain
drilling rigs and related assets to Nabors Drilling USA, Inc., a wholly-owned
subsidiary of the Company ("Nabors Drilling"). The Warrant entitles the
Selling Shareholder to purchase the Shares from the Company at a purchase price
of $7.92 per share, subject to adjustment to prevent dilution, at any time
prior to 3:00 p.m., Houston time, on April 7, 1996. Pursuant to the Warrant
and a related letter agreement dated April 4, 1994, between Nabors Drilling and
the Selling Stockholder, the Company or Nabors Drilling has the right to
purchase the Warrant, at any time prior to its exercise, for $1,000,000.
Further, the Selling Stockholder has the obligation to pay to the Company or
Nabors Drilling any net proceeds from the sale of the Shares in excess of the
total exercise price of the Warrant plus $1,000,000. See "Use of Proceeds."
Pursuant to the Warrant, the Company will pay all expenses in connection
with the registration and sale of the Shares, except any selling commissions or
discounts allocable to sales of the Shares, and the fees and disbursements of
counsel for the Selling Stockholder.
The following table sets forth the number of shares of Common Stock
beneficially owned by the Selling Stockholder, the number of such shares being
offered for sale by it, the numbers of such shares to be owned by the Selling
Stockholder after such sale and the percentage of ownership of the outstanding
shares of Common Stock represented by the holdings of the Selling Stockholder
after such sale:
<TABLE>
<CAPTION>
PERCENT OF CLASS TO
SHARE BEING SHARE TO BE BE OWNED
SHARES OWNED* SOLD OWNED AFTER SALE AFTER SALE
------------- ----------- ---------------- -------------------
<S> <C> <C> <C>
650,000 650,000 0 0%
</TABLE>
- ---------------------------------
* Represents Shares underlying the Warrant.
PLAN OF DISTRIBUTION
Following its exercise of the Warrant, the Selling Stockholder may
from time to time sell all or a portion of the Shares on the ASE, in the
over-the-counter market, on any other national securities exchange on which the
Common Stock is listed or traded, in negotiated transactions or otherwise, at
prices then prevailing or related to the then current market price or at
negotiated prices. The Shares may be sold directly or through brokers or
dealers. The methods by which the Shares may be sold include (a) a block trade
(which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) exchange distributions and/or
secondary distributions in accordance with the rules of the ASE; (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (e) privately negotiated transactions. The Selling Stockholder
and any broker-dealers participating in the distribution of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of Shares by the Selling Stockholder and any commissions or
discounts given to any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Shares may also be sold pursuant to Rule 144 under the Securities
Act.
- 3 -
<PAGE> 5
There can be no assurance that the Selling Stockholder will sell any
or all of the Shares offered hereunder.
Under the Exchange Act, and the regulations thereunder, any person
engaged in a distribution of the shares of Common Stock of the Company offered
by this Prospectus may not simultaneously engage in market making activities
with respect to the Common Stock of the Company during the applicable "cooling
off" periods prior to the commencement of such distribution. In addition, and
without limiting the foregoing, the Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of Common Stock by the
Selling Stockholder. The Company has agreed to indemnify the Selling
Stockholder against certain liabilities, including liabilities under the
Securities Act, and to contribute in respect thereof. The Company may also
indemnify any brokers, underwriters, dealers or agents against certain
liabilities, including liabilities under the Securities Act.
LEGAL OPINION
Certain legal matters with respect to this offering are being
passed upon for the Company by Baker & McKenzie, New York, New York.
EXPERTS
The consolidated financial statements included in the
Company's Annual Report for the fiscal year ended September 30, 1994 filed on
Form 10-K which are incorporated by reference in this Prospectus and elsewhere
in the Registration Statement have been so incorporated in reliance on the
report of Coopers & Lybrand, L.L.P. independent accountants, given on the
authority of said firm as experts in accounting and auditing.
- 4 -
<PAGE> 6
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The itemized table set forth below estimates the expenses in
connection with the offer and sale of the securities offered hereby. All of
the expenses will be paid by the Company, except for the legal fees and
expenses of the Selling Stockholder.
<TABLE>
<CAPTION>
Amount
of
Expenses
----------
<S> <C>
Filing fee for registration statement . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,989.22
Accountants' fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500.00
Legal fees and expenses of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000.00
Legal fees and expenses of the Selling Stockholder . . . . . . . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,510.78
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,000.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, employees and agents of Delaware corporations.
Consistent therewith, Article Seventh of the Restated Certificate of
Incorporation of the Company states as follows:
"Seventh: (a) Each person who was or is made a party
or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter collectively
referred to as a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding
is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators.
(b) The right to indemnification conferred in this
Section shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that if
the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in advance of
the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced
if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of its Board of
Directors,
II-1
<PAGE> 7
provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(c) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against
any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware
General Corporation Law.
(e) Any repeal or modification of this Section
directly or indirectly, such as by adoption of an inconsistent
provision of this Certificate of Incorporation, shall not
apply to or have any effect on the rights of any officer and
director to indemnification and advancement of expenses with
respect to any acts or omissions occurring prior to such
repeal or modification.
(f) If this Section or any portion hereof shall be
invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless
indemnify each director and officer of the Corporation as to
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) with respect to any
proceeding to the full extent permitted by any applicable
portion of this Section that shall not have been invalidated
and to the full extent permitted by applicable law."
The Company has entered into agreements with each of its directors and
officers indemnifying each of them against expenses, settlements, judgments and
fines in connection with any threatened, pending or completed action, suit,
arbitration or proceeding where the individual's involvement is by reason of
the fact that he is or was a director or officer or served at the Company's
request as a director or officer of another organization, except that
indemnification is not provided against judgments or fines in a derivative suit
unless permitted by Delaware law.
Reference is made to the Warrant, a copy of which is filed as Exhibit
4.6 hereto, which contains provisions for indemnification of the Company, its
officers and directors and any controlling persons by the Selling Stockholder
against certain liabilities for information furnished by the Selling
Stockholder.
The officers and directors of the Company are covered by directors and
officers insurance aggregating $20,000,000.
Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement or statute under which any director or
officer of the Company is insured or indemnified in any manner against any
liability which he may incur in his capacity as such.
ITEM 16. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1(1) Articles Fourth, Fifth, Eighth and Ninth of the Restated Certificate of
Incorporation of Nabors Industries, Inc. dated May 12, 1988.
4.2(2) Certificate of Amendment to the Restated Certificate of Incorporation
of Nabors Industries, Inc. dated May 8, 1990 amending Articles Fourth
and Eighth.
4.3(3) Certificate of Amendment to the Restated Certificate of Incorporation
of Nabors Industries, Inc. dated April 12, 1991 amending Article
Fourth.
II-2
<PAGE> 8
4.4(4) Certificate of Amendment of the Restated Certificate of Incorporation
of Nabors Industries, Inc., dated March 11, 1994.
4.5(1) Article X of the By-laws of Nabors Industries, Inc.
4.6 Common Stock Purchase Warrant dated April 7, 1994 issued to Mitchell
Energy Corporation.
4.7 Letter Agreement for Asset Acquisition, dated April 4, 1994 between
Mitchell Energy Corporation and Nabors Drilling USA, Inc. (without
exhibits). (Nabors Industries, Inc. undertakes to furnish copies of
such exhibits to the Securities and Exchange Commission upon request.)
5 Opinion of Baker & McKenzie.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Baker & McKenzie -- contained in the opinion appearing as
Exhibit 5.
24 Power of Attorney (included in the signature page).
- ---------------
(1) Incorporated by reference to Exhibit 3 to Form 10-K for the year ended
September 30, 1988, File No. 1-7773, filed with the Commission on
December 29, 1988.
(2) Incorporated by reference to Exhibit 3.1 to Form 10-K for the year
ended September 30, 1990, File No. 1-9245, filed with the Commission
on December 21, 1990.
(3) Incorporated by reference to Exhibit 3.2 to Form 10-K for the year
ended September 30, 1991, File No. 1-9245, filed with the Commission
on December 30, 1991.
(4) Incorporated by reference to Exhibit 3.3 to Form 10-K for the year
ended September 30, 1994, File No. 1-9245.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering
The 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 of 1933;
(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;
(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;
provided, however, that paragraphs (1)(i) and (ii) do
not apply if the registration statement is on Form S-
3 or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
II-3
<PAGE> 9
(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) The undersigned Company hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
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.
(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the 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 by such
director, officer or controlling person in connection
with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Act and will be governed
by the final adjudication of such issue.
(3) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430(A)
and contained in a form of prospectus filed by the
Company 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.
(4) For the purpose of determining any liability under
the Securities Act of 1933, 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.
II-4
<PAGE> 10
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 Houston, State of Texas, on June 13, 1995.
NABORS INDUSTRIES, INC.
By: /s/ Anthony G. Petrello
-------------------------------------
ANTHONY G. PETRELLO
PRESIDENT AND CHIEF OPERATING OFFICER
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Anthony G. Petrello and Richard A.
Stratton, and each of them, his true and lawful attorneys-in-fact and agents
with full powers of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to the Registration Statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting singly unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be 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 each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<PAGE> 11
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Anthony G. Petrello President and Chief Operating Officer June 13, 1995
- ------------------------------------
(Anthony G. Petrello)
/s/ Eugene M. Isenberg Chairman of the Board and Chief June 13, 1995
- ------------------------------------ Executive Officer
(Eugene M. Isenberg)
/s/ Richard A. Stratton Vice Chairman of the Board June 13, 1995
- ------------------------------------
(Richard A. Stratton)
/s/ Martin J. Whitman Director June 13, 1995
- ------------------------------------
(Martin J. Whitman)
/s/ Myron Sheinfeld Director June 13, 1995
- ------------------------------------
(Myron M. Sheinfeld)
Director June __, 1995
- ------------------------------------
(Jack Wexler)
/s/ Gary T. Hurford Director June 13, 1995
- ------------------------------------
(Gary T. Hurford)
Director June __, 1995
- ------------------------------------
(Hans W. Schmidt)
/s/ Michael W. Dundy Vice President and June 13, 1995
- ------------------------------------ General Counsel
(Michael W. Dundy)
/s/ Daniel McLachlin Vice President June 13, 1995
- ------------------------------------
(Daniel McLachlin)
/s/ Bruce P. Koch Controller (Chief June 13, 1995
- ------------------------------------ Accounting Officer)
(Bruce P. Koch)
</TABLE>
<PAGE> 12
EXHIBIT INDEX
Exhibit Description of Document
- ------- -----------------------
Number
- ------
4.1(1) Articles Fourth, Fifth, Eighth and Ninth of the Restated
Certificate of Incorporation of Nabors Industries, Inc. dated
May 12, 1988.
4.2(2) Certificate of Amendment to the Restated Certificate of
Incorporation of Nabors Industries, Inc. dated May 8, 1990 amending
Articles Fourth and Eighth.
4.3(3) Certificate of Amendment to the Restated Certificate of
Incorporation of Nabors Industries, Inc. dated April 12, 1991
amending Article Fourth.
4.4(4) Certificate of Amendment of the Restated Certificate of
Incorporation of Nabors Industries, Inc., dated March 11, 1994
(without exhibits). (Nabors Industries, Inc. undertakes to furnish
copies of such exhibits to the Securities and Exchange Commission
upon request.)
4.5(1) Article X of the By-laws of Nabors Industries, Inc.
4.6 Common Stock Purchase Warrant dated April 7, 1994 issued to
Mitchell Energy Corporation.
4.7 Letter Agreement for Asset Acquisition dated April 4, 1994 between
Mitchell Energy Corporation and Nabors Drilling USA, Inc. (without
exhibits).
5 Opinion of Baker & McKenzie.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Baker & McKenzie -- contained in the opinion appearing
as Exhibit 5.
24 Power of Attorney (included in the signature page).
- ------------------
(1) Incorporated by reference to Exhibit 3 to Form 10-K for the year ended
September 30, 1988, File No. 1-7773, filed with the Commission on
December 29, 1988.
(2) Incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended
September 30, 1990, File No. 1-9245, filed with the Commission on
December 21, 1990.
(3) Incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended
September 30, 1991, File No. 1-9245, filed with the Commission on
December 30, 1991.
(4) Incorporated by reference to Exhibit 3.3 to the Form 10-K for the year
ended September 30, 1994, File No. 1-9245.
<PAGE> 1
EXHIBIT 4.6
NABORS INDUSTRIES, INC.
Common Stock Purchase Warrant
Expiring April 7, 1996
Houston, Texas
April 7, 1994
NABORS INDUSTRIES, INC., a Delaware corporation (the "Company"), for value
received, hereby certifies that Mitchell Energy Corporation, a Delaware
corporation ("Mitchell") is entitled to purchase from the Company SIX HUNDRED
FIFTY THOUSAND (650,000) duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock at the purchase price of $7.92 per share
at any time prior to 3:00 P.M., Houston, Texas time, on April 7, 1996 all
subject to the terms, conditions and adjustments set forth below in this
warrant (this Warrant"). Certain capitalized terms used in this Warrant are
defined in Section 7; references to a "Section" are, unless otherwise
specified, to one of the sections of this Warrant.
1. Exercise of Warrant and Company Right to Reacquire.
1.1. Manner of Exercise. This Warrant may be exercised by the
holder hereof during normal business hours on any Business Day, by surrender of
this Warrant to the Company at the principal office of the Company (or, if such
exercise shall be in connection with an underwritten Public Offering of shares
of Common Stock subject to this Warrant, at the location at which the Company
shall have agreed to deliver the shares of Common Stock subject to such
offering), accompanied by a subscription in substantially the form attached to
this Warrant (or a reasonable facsimile thereof) and by payment, in cash or by
certified or official bank check payable to the order of the Company, in the
amount of $5,148,000 and such holder shall thereupon be entitled to receive
650,000 duly authorized, validly issued, fully paid and nonassessable shares of
Common Stock.
1.2. When Exercise Deemed Effected. The exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of
business on the Business Day on which this Warrant shall have been surrendered
to the Company as provided in Section 1.1, and at such time, Mitchell shall be
deemed to have become the holder or holders of record thereof.
1.3. Delivery of Stock Certificates, etc. As soon as practicable
after the exercise of this Warrant, and in any event within five Business Days
thereafter (unless such exercise shall be in connection with an underwritten
Public Offering of shares of Common Stock subject to this Warrant, in which
event concurrently with such exercise), the Company at its expense (including
the payment by it of any applicable taxes other than transfer taxes) will cause
to be issued in the name of and delivered to Mitchell a certificate for 650,000
duly authorized, validly issued, fully paid and nonassessable
1
<PAGE> 2
shares of Common Stock to which such holder shall be entitled upon such
exercise on the Business Day next preceding the date of such exercise.
1.4 Transfer of Warrant to Affiliate. This Warrant may be
transferred to an Affiliate of Mitchell. Upon transfer of the Warrant, both
Mitchell and the Affiliate will be subject to the terms and conditions of this
Agreement together with Article 5 of the Asset Acquisition Agreement. Upon
transfer hereunder, Mitchell will provide written notice to Company.
1.5 Right to Acquire. The Company shall have the absolute right,
but not the obligation, at any time prior to the exercise of the Warrant or the
expiration of the Warrant to acquire the Warrant for the price of $1,000,000.
1.6 Warrant Price Adjustment. The number of shares of Common
Stock which the holder of this Warrant shall be entitled to receive upon
exercise hereof shall be determined by multiplying the number of shares of
Common Stock which would otherwise be issuable upon such exercise pursuant to
Article 1.1, by the fraction of which (a) the numerator is $7.92 and (b) the
denominator is the Warrant Price in effect on the date of such exercise. The
"Warrant Price" shall initially be $7.92 per share, shall be adjusted and
readjusted from time to time as provided in this Article and, as so adjusted or
readjusted, shall remain in effect until a further adjustment or readjustment
thereof is required by this Article. In the event that any adjustment or
readjustment of the Warrant Price would result in zero or a negative number,
then the Warrant Price shall be deemed to be one cent. The Company shall
notify Mitchell of each adjustment and readjustment of the Warrant Price
promptly after the occurrence thereof, and such notice shall set forth in
reasonable detail the method of calculation of such adjustment or readjustment
and the facts requiring such adjustment or readjustment and upon which such
calculation is based.
1.7 Issuance of Additional Shares of Common Stock. In case the
Company at any time or from time to time after the date hereof shall issue or
sell Additional Shares of Common Stock without consideration or for a
consideration per share less than the Market Price in effect immediately prior
to such issue or sale, then, and in each such case, such Warrant Price shall be
reduced, concurrently with such issue or sale, to a price (calculated to the
nearest .0001 of a cent) determined by multiplying such Warrant Price by a
fraction:
(a) the numerator of which shall be (i) the number of
shares of Common Stock outstanding immediately prior to such issue or
sale, plus (ii) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number
of such Additional Shares of Common Stock so issued or sold would
purchase at such Market Price, and
(b) the denominator of which shall be number of shares of
Common Stock outstanding immediately after such issue or sale,
2
<PAGE> 3
provided that, for the purposes of this Section, (x) immediately after any
Additional Shares of Common Stock are deemed to have been issued, such
Additional Shares shall be deemed to be outstanding, and (y) treasury shares
shall not be deemed to be outstanding.
1.8 Treatment of Stock Dividends, Stock Splits, etc. In case the
Company at any time or from time to time after the date hereof shall declare or
pay any dividend or other distribution on any class of stock of the Company
payable in Common Stock, or shall effect a subdivision of the outstanding
shares of Common Stock into a greater number of shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock),
then, and in each such case, Additional Shares of Common Stock shall be deemed
to have been issued (a) in the case of any such dividend, immediately after the
close of business on the record date for the determination of holders of any
class of securities entitled to receive such dividend, or (b) in the case of
any such subdivision, at the close of business on the day immediately prior to
the day upon which such corporate action becomes effective.
1.9 Additional Shares of Common Stock deemed to have been issued
pursuant to Article 1.8, relating to stock dividends, stock splits, etc., shall
be deemed to have been issued for no consideration.
1.10 Repurchase of Shares of Common Stock. In case the Company at
any time or from time to time after the date hereof shall repurchase any shares
of Common Stock for a consideration per share greater than the Market Price in
effect immediately prior to such repurchase, then, and in such case, the
Warrant Price shall be reduced, concurrently with such repurchase, to a price
(calculated to the nearest .0001 of a cent) determined by multiplying such
Warrant Price by a fraction:
(a) the numerator of which shall be (i) the number of
shares of Common Stock outstanding immediately prior to such
repurchase, minus (ii) the number of shares of Common Stock which the
aggregate consideration paid by the Company for the total number of
such shares of Common Stock so repurchased would purchase at such
Market Price, and
(b) the denominator of which shall be number of shares of
Common Stock outstanding immediately after such repurchase,
provided that, for the purposes of this Section, (x) immediately after any
shares of Common Stock have been repurchased, such shares shall be deemed to be
treasury shares, and (y) treasury shares shall not be deemed to be outstanding.
1.11 Treatment of Other Distributions. In case the Company shall
distribute to all holders of its Common Stock shares of its capital stock
(other than Common Stock), evidences of its indebtedness or assets (including
cash dividends or distributions of
3
<PAGE> 4
more than $0.05 per share of Common Stock during any three-month period) or
rights or warrants to subscribe or purchase such shares, evidences of
indebtedness or assets, then in each such case the Warrant Price in effect
thereafter shall be determined by multiplying the Warrant Price in effect
immediately prior thereto by a fraction, of which the numerator shall be the
total number of outstanding shares of Common Stock multiplied by the Market
Price on the record date mentioned below, less the fair market value (as
determined by the board of directors of the Company) of the capital stock,
assets or evidences of indebtedness so distributed or of such rights or
warrants, and of which the denominator shall be the total number of outstanding
shares of Common Stock multiplied by such Market Price. Such adjustment shall
be made whenever any such distribution is made and shall become effective
retroactively immediately after the record date for the determination of
stockholders entitled to receive such distribution.
1.12 Rollover. Notwithstanding any other provision of this
Warrant, in case of any consolidation of the Company with, or merger of the
Company with or into, any other corporation or entity, or of the sale or
conveyance of the properties and assets of the Company as, or substantially as,
an entirely to any other entity, this Warrant shall, after such consolidation,
merger, sale or conveyance, be exercisable, upon the terms and conditions
specified herein, for the number of shares of stock or other securities or
property of the entity resulting from such consolidation or surviving such
merger or to which such sale or conveyance shall be made, or any other entity,
as the case may be, which the Common Stock issuable (at the time of such
consolidation, merger, sale or conveyance) upon exercise of this Warrant would
have been entitled to receive upon such consolidation, merger, sale or
conveyance if such exercise had taken place. The Company shall not effect any
such consolidation, merger, sale or conveyance unless prior to or
simultaneously with the consummation thereof the successor entity (if other
than the Company) resulting from such consolidation or merger or the entity
purchasing such assets and any other entity the shares of stock or other
securities or property of which are receivable thereupon by the holder of this
Warrant shall expressly assume, by written instrument executed, delivered and
reasonably satisfactory in form to such holder, (i) the obligation to deliver
to the holder of this Warrant such shares of stock, securities or assets, as,
in accordance with the foregoing provisions, such holder may be entitled to
purchase and (ii) all other obligations of the Company under this Warrant.
2. Registration Rights.
2.1. Registration on Request.
(a) Upon the written request of Mitchell that the Company
effect the registration under the Securities Act of Mitchell's
Registrable Securities, the Company will cause, as expeditiously as
practicable, the registration under the Securities Act of all of the
Registrable Securities which the Company has been so requested to
register provided that the Company shall only be required to effect
one registration pursuant to this Section 2.1 that is deemed effected
under
4
<PAGE> 5
Section 2.1(e); and provided further that the Company may defer for a
period not longer than 60 days any registration requested pursuant to
the foregoing provision if a majority of the Company's board of
directors in good faith shall resolve that expeditious registration,
as otherwise required by the foregoing provision, would be materially
disadvantageous to the Company. Mitchell shall provide the Company
with all necessary information regarding its intended method(s) of
distribution.
(b) Registration Statement Form. Registration under this
Section 2.1 shall be on such appropriate registration form of the
Commission as shall be selected by the Company and as shall permit the
disposition of such Registrable Securities. The Company agrees to
include in any such registration statement all information which
Mitchell shall reasonably request.
(c) Selection of Underwriters. If Registrable Securities
which the Company has been requested to register pursuant to this
Section 2.1 are to be disposed of in an underwritten public offering,
the Company shall use its reasonable efforts to obtain one or more
underwriting firms of recognized standing, reasonably acceptable to
Mitchell.
(d) Priority in Requested Registrations. If a requested
registration pursuant to this Section 2.1 involves an underwritten
offering, and the managing underwriter shall advise the Company in
writing (with a copy to Mitchell) that, in its opinion, the number of
securities requested to be included in such registration exceeds the
number which can be sold in such offering within a price range
acceptable to Mitchell (such writing to state the approximate number
of shares of securities which, in the judgment of the managing
underwriter, may be included in such offering without such effect),
the Company will include in such registration, to the extent of the
number of securities which the Company is so advised can be sold in
such offering, (i) first, all Registrable Securities requested to be
registered by Mitchell and (ii) second, all other securities of the
Company proposed to be included in such registration.
(e) Registration Deemed Effected. A registration
requested pursuant to this Section 2.1 shall not be deemed to have
been effected for purposes of the first proviso of Section 2.1(a) if
(i) the registration does not remain effective
for a period of at least 120 days and, if a firm underwriting
is involved, all the Registrable Securities registered in
connection therewith were not sold, or
(ii) a registration statement with respect thereto
has not become effective, or
5
<PAGE> 6
(iii) if within 120 days after it has become
effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the
Commission or other governmental agency or court for any
reason and all the Registrable Securities registered in
connection therewith were not sold, or
(iv) the conditions to closing specified in the
purchase agreement or underwriting agreement entered into in
connection with such registration are not satisfied, or waived
other than by reason of some act or omission by Mitchell.
2.3. Registration Procedures. If and whenever the Company proposes
to effect the registration of any shares of Common Stock under the Securities
Act as provided in Sections 2.1, the Company will as expeditiously as possible:
(a) promptly and in any event within 90 days of the
request, prepare and file with the Commission the requisite
registration statement to effect such registration and cause such
registration statement to become effective.
(b) prepare and file with the Commission, such amendments
and supplements to such registration statement and the prospectus used
in connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities
covered by such registration statement until the earlier of (1) such
time as all of such securities have been disposed of by the seller or
sellers thereof set forth in such registration statement and (2) 120
days after the effective date of such registration statement;
(c) furnish as soon as available to each seller of
securities and the underwriter covered by such registration statement
(1) such number of copies of such drafts and final versions of such
registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), (2) such number of
copies of such drafts and final versions of the prospectus contained
in such registration statement (including each preliminary prospectus
and any summary prospectus) and (3) any other prospectus filed under
Rule 424 under the Securities Act, in conformity with the requirements
of the Securities Act, and such other documents, as such seller may
reasonably request:
(d) register or qualify the Registrable Securities and
other securities covered by such registration statement under such
other securities or blue sky laws of such U.S. jurisdictions as each
seller thereof shall reasonably request, to keep such registration or
qualification in effect for so long as such registration statement
remains in effect, and take any other action which may be reasonably
necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the securities owned by such
seller, except that the
6
<PAGE> 7
Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction
wherein it would not but for the requirements of this subdivision (iv)
be obligated to be so qualified or to consent to general service of
process in any such jurisdiction;
(e) cause the Registrable Securities covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the
seller or sellers thereof to consummate the disposition of such
Registrable Securities;
(f) furnish to the seller of Registrable Securities a
signed counterpart, addressed to such seller (and the underwriters, if
any) of
(i) an opinion of counsel for the Company, dated
the effective date of such registration statement (and, if
such registration involves an underwritten public offering,
dated the date of the closing under the underwriting
agreement), reasonably satisfactory in form and substance to
such seller and the underwriter, and
(ii) a "comfort" letter, dated the effective date
of such registration statement (and, if such registration
involves an underwritten public offering, dated the date of
the closing under the underwriting agreement) signed by the
independent public accountants who have certified the
Company's financial statements included in such registration
statement, and reasonably satisfactory in form and substance
to such seller and the underwriter covering substantially the
same matters with respect to such registration statement and
the prospectus included therein and, in the case of the
accountants' letter, with respect to events subsequent to the
date of such financial statements, as are customarily covered
in accountants' letters delivered to the underwriters in
underwritten public offerings of securities;
(g) notify the seller of Registrable Securities covered
by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon
discovery that, or upon the happening of any event as a result of
which, the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the
circumstances under which they were made, and at the request of any
such seller promptly prepare and furnish to such seller a reasonable
number of copies of a supplement to or an amendment of such prospectus
as may be necessary so that, as thereafter delivered to the purchasers
or prospective purchasers of such securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or
7
<PAGE> 8
necessary to make the statements therein not misleading in the light
of the circumstances under which they were made;
(h) otherwise comply with all applicable rules and
regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months, but not more than
eighteen months, beginning with the first full calendar month after
the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section II(a) of the
Securities Act, and furnish to each such seller at least five Business
Days prior to the filing thereof a copy of any amendment or supplement
to such registration statement or prospectus and shall not file any
thereof to which any such seller shall have reasonably objected on the
grounds that such amendment or supplement does not comply in all
material respects with the requirements of the Securities Act of the
rules or regulations thereunder;
(i) provide and cause to be maintained a transfer agent
and registrar for the Registrable Securities covered by such
registration statement from and after a date not later than the
effective date of such registration statement;
(j) to cause all such Registrable Securities covered by
such registration statement to be listed on a national securities
exchange and on each additional national securities exchange on which
similar securities issued by the Company are then listed, if the
listing of such Registrable Securities is then permitted under the
rules of such exchange,
The Company may require Mitchell to furnish the Company such information in
respect of Mitchell or its Registrable Securities which will be included in
such registration as the Company may reasonably request in writing and as is
required by applicable laws or regulations.
2.4. Underwritten Offerings.
(a) Requested Underwritten Offerings. If requested by
the underwriters for any underwritten offering by Mitchell pursuant to
a registration requested under Section 2.1, the Company will use its
reasonable efforts to enter into a firm commitment underwriting
agreement with such underwriters and Mitchell for such offering, such
agreement to be satisfactory in substance and form to Mitchell and the
underwriters and to contain such representations and warranties by
Mitchell and such representations and warranties by the Company and
such other terms as are customarily contained in such agreements,
including, without limitation, indemnities to the effect and to the
extent provided in Section 2.8. Except as set forth in this Section
2, Mitchell shall not be required to make any representations or
warranties to or agreements with the Company or the underwriters other
than representations, warranties or
8
<PAGE> 9
agreements regarding Mitchell, Mitchell's Registrable Securities and
Mitchell's intended method of distribution and any other
representation required by law.
(b) Holdback Agreements. Mitchell agrees if so required
by the managing underwriter, not to effect any public sale or
distribution of any equity securities of the Company, during the 7
days prior to the date on which any underwritten registration pursuant
to Section 2.1 has become effective and the 120 days thereafter,
except as part of such underwritten registration.
2.5. Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Section 2, the Company will give Mitchell, its counsel, and
the underwriter the opportunity (a) to review such registration statement, each
prospectus included therein or filed with the Commission, and each amendment
thereof or supplement thereto, and (b) to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements.
2.6. Certain Rights of Mitchell. If any registration statement
refers to Mitchell by name or otherwise as the holder of any securities of the
Company, then Mitchell shall have the right to require (a) the insertion
therein of language, in form and substance reasonably satisfactory to Mitchell,
to the effect that, if true, the holding by Mitchell of such securities does
not necessarily make Mitchell a "controlling person" of the Company within the
meaning of the Securities Act and is not to be construed as a recommendation by
Mitchell of the investment quality of the Company's debt or equity securities
covered thereby and that such holding does not imply that Mitchell will assist
in meeting any future financial requirements of the Company, or (b) in the
event that such reference to Mitchell by name or otherwise is not required by
the Securities Act or any rules and regulations promulgated thereunder, the
deletion of the reference to Mitchell.
2.7. Registration Expenses. Except as otherwise provided in
Section 2.1(d) hereof, the Company will, whether or not any registration
pursuant to this Warrant shall become effective, from time to time promptly
upon receipt of bills or invoices relating thereto, pay all expenses incident
to its performance of or compliance with this Warrant, including without
limitation, all (a) registration and filing fees, (b) fees and expenses of
compliance with securities or blue sky laws, (c) printing expenses, messenger
and delivery expenses, (d) fees and disbursements of counsel for the Company
and all independent public accountants (including the expenses of any audit
and/or "cold comfort" letter) and other Persons retained by the Company and (e)
any fees and disbursements of underwriters customarily paid by issuers or
sellers of securities (excluding underwriting commissions and discounts).
9
<PAGE> 10
2.8. Indemnification.
(a) The Company will, and hereby does, indemnify, to the
extent permitted by applicable law, Mitchell, its officers and
directors, if any, and each Person, if any, who controls Mitchell
within the meaning of section 15 of the Securities Act, against all
losses, claims, damages, liabilities (or proceedings in respect
thereof) and expenses (under the Securities Act or common law or
otherwise), joint or several, caused by any untrue statement or
alleged untrue statement of a material fact contained in any
registration statement or prospectus (and as amended or supplemented
if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus or caused by any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages,
liabilities (or proceedings in respect thereof) or expenses are caused
by any untrue statement or alleged untrue statement contained in or by
any omission or alleged omission from information furnished in writing
to the Company by Mitchell expressly for use therein. If the offering
pursuant to any registration statement provided for under this Section
2 is made through underwriters, no action or failure to act on the
part of such underwriters (whether or not any such underwriter is an
Affiliate of Mitchell) shall affect the obligations of the Company to
indemnify Mitchell or any other Person pursuant to the preceding
sentence. If the offering pursuant to any registration statement
provided for under this Section 2 is made through underwriters, the
Company agrees to enter into an underwriting agreement in customary
form, with customary indemnification provisions, with such
underwriters. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of Mitchell, its
officers, directors or any Person, if any, who controls Mitchell as
aforesaid, and shall survive the transfer of such securities by
Mitchell.
(b) In connection with any registration statement in
which a registration Securities is participating, Mitchell will
indemnify, to the extent permitted by applicable law, the Company, its
officers and directors and each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages, liabilities (or proceedings in
respect thereof) and expenses resulting from any untrue statement or
alleged untrue statement of a material fact or any omission or alleged
omission of a material fact required to be stated in the registration
statement or prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or necessary to make the statements
therein not misleading, but only to the extent that such untrue
statement is contained in or such omission is from information so
furnished in writing by Mitchell expressly for use therein,provided
that Mitchell s obligations hereunder shall be limited to an amount
equal to the proceeds to such holder of the Registrable Securities
sold pursuant to such registration statement.
10
<PAGE> 11
(c) Any Person entitled to indemnification under the
provisions of this Section 2.8 shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, permit such
indemnifying party to assume the defense of such claim, with counsel
reasonably satisfactory to the indemnified party; and if such defense
is so assumed, such indemnifying party shall not enter into any
settlement without the consent of the indemnified party if such
settlement attributes liability to the indemnified party and such
indemnified party shall not be subject to any liability for any
settlement made without its consent (which shall not be unreasonably
withheld); and any underwriting agreement entered into with respect to
any registration statement provided for under this Section 2 shall so
provide. In the event an indemnifying party shall not be entitled, or
elects not, to assume the defense of a claim, such indemnifying party
shall not be obligated to pay the fees and expenses of more than one
counsel or firm of counsel for all parties indemnified by such
indemnifying party in respect of such claim, unless in the reasonable
judgment of any such indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified
parties in respect to such claim.
(d) If for any reason the foregoing indemnity is
unavailable, then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received
by the indemnifying party on the one hand and the indemnified party on
the other or (ii) if the allocation provided by subdivision (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the
other but also the relative fault of the indemnifying party and the
indemnified party as well as any other relevant equitable
considerations. No Person guilty of fraudulent misrepresentation
(within the meaning of Section II(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The obligation of any underwriters to
contribute pursuant to this Section 2.8 shall be several in proportion
to their respective underwriting commitments and not joint.
(e) An indemnifying party shall make payments of all
amounts required to be made pursuant to the foregoing provisions of
this Section 2.8 to or for the account of the indemnified party from
time to time promptly upon receipt of bills or invoices relating
thereto or when otherwise due or payable.
2.9. Transfer of Registration Rights. The registration rights set
forth in Article 2 may not be transferred except to an Affiliate of Mitchell in
accordance with Article 1.4.
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3. Restrictions on Transfer.
3.1. Restrictive Legends. Except as otherwise permitted by this
Section 3, this Warrant and any Warrant issued in substitution for the Warrant
pursuant to Section 6, shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT."
Except as otherwise permitted by this Section 3, the certificate for Common
Stock issued upon the exercise of this Warrant, and each certificate issued
upon the transfer of any such Common Stock shall be stamped or otherwise
imprinted with a legend in substantially the following form
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION
NOR SUCH AN EXEMPTION IS REQUIRED BY LAW. SUCH SHARES MAY BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN A
CERTAIN COMMON STOCK PURCHASE WARRANT. A COMPLETE AND CORRECT COPY OF
THE FORM OF SUCH WARRANT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL
OFFICE OF NABORS INDUSTRIES, INC. AND WILL BE FURNISHED TO THE HOLDER
OF SUCH SHARES UPON WRITTEN REQUEST AND WITHOUT CHARGE."
3.2. Termination of Restrictions. The restrictions imposed by this
Section 3 upon the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities (a) when such securities
shall have been effectively registered under the Securities Act, or (b) when,
in the opinions of both counsel for the holder thereof and counsel for the
Company, such restrictions are no longer required in order to insure compliance
with the Securities Act or (c) when such securities have been beneficially
owned, by a person who has not been an affiliate of the Company for at least
three months, for a period of at least three years, all as determined pursuant
to Rule 144 under the Securities Act. Whenever such restrictions shall cease
and terminate as to any Restricted Securities, the holder thereof shall be
entitled to receive from the Company, without expense (other than applicable
transfer taxes, if any), new securities of like tenor not bearing the
applicable legends required by Section 3.1. The Company will pay the reasonable
fees and disbursements of counsel for any holder of
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<PAGE> 13
Restricted Securities (other than house counsel) and of counsel for the Company
in connection with any opinions rendered by them pursuant to this section 3.
4. Availability of Information. The Company will comply with the
reporting requirements of Sections 13 and 15(d) of the Exchange Act and will
comply with all other public information reporting requirements of the
Commission (including Rule 144 promulgated by the Commission under the
Securities Act) from time to time in effect and relating to the availability of
an exemption from the Securities Act for the sale of any Restricted Securities
or Registrable Securities. The Company will also cooperate with the holder of
any Restricted Securities or Registrable Securities in supplying such
information as may be necessary for such holder to complete and file any
information reporting forms presently or hereafter required by the Commission
as a condition to the availability of an exemption from the Securities Act for
the sale of such Restricted Securities or Registrable Securities. The Company
will furnish to the holder of any Warrants, promptly upon their becoming
available, copies of all financial statements, reports, notices and proxy
statements sent or made available generally by the Company to its stockholders,
and copies of all regular and periodic reports and all registration statements
and prospectuses filed by the Company with any securities exchange or with the
Commission. Upon the request of the holder of Restricted Securities or
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.
5. Reservation of Stock. The Company will at all times reserve
and keep available, solely for issuance and delivery upon exercise of the
Warrant, 650,000 shares of Common Stock issuable upon exercise of the Warrant.
All shares of Common Stock issuable upon exercise of the Warrant in accordance
with Section 1 shall be duly authorized and, when issued upon such exercise,
shall be validly issued, fully paid and nonassessable with no liability on the
part of the holders thereof.
6. Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
the Warrant, upon delivery of indemnity reasonably satisfactory to the Company
in form and amount or, in the case of any such mutilation, upon surrender of
such Warrant for cancellation at the principal office of the Company, the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
7. Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
Additional Shares of Common Stoc: All shares (including treasury
shares) of Common Stock issued or sold by the Company after the date hereof,
whether or not subsequently reacquired or retired by the Company, other than
(i) the shares of Common Stock issued upon the exercise of this Warrant, (ii)
shares of Common Stock issuable upon the exercise of any rights, options or
warrants to subscribe for shares of Common Stock or any evidences of
indebtedness, shares of stock other than Common
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<PAGE> 14
Stock or other securities directly or indirectly convertible into or
exchangeable for shares of Common Stock that are outstanding on the date hereof
and (iii) shares of Common stock issuable to employees of the Company and its
subsidiaries in respect of and in connection with such employment including,
but not limited to, options and stock appreciation rights.
Affiliate: Any entity that directly or indirectly controls, is
controlled by or is under common control with, a party to this Agreement.
Asset Acquisition Agreement: Letter Agreement for Asset Acquisition
from Mitchell Energy Corporation dated April 4, 1994.
Business Day: Any day other than a Saturday or a Sunday or a day on
which commercial banking institutions in New York City are authorized by law to
be closed.
Commission: The Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.
Common Stock: The Common Stock, par value $.10 per share, of the
Company, as constituted upon the "Closing" (as defined in the Asset Acquisition
Agreement).
Company: As defined in the introduction to this Warrant, such term to
include any corporation or entity which shall succeed to or assume the
obligations of the Company hereunder in compliance with Section 1.12.
Exchange Act: The Securities Exchange Act of 1934, or any similar
federal statute, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.
Expiration: The right to exercise this Warrant shall expire at 3:00
p.m., Houston time, on April 7, 1996.
Market Price: On any date specified herein, the amount per share of
Common Stock equal to (a) the closing price, on such date or, if no such sale
takes place on such date, the average of the closing bid and asked prices on
such date, in each case as officially reported on the principal national
securities exchange on which the Common Stock is then listed or admitted to
trading, or (b) if the Common Stock is not then listed or admitted to trading
on any national securities exchange but is designated as a national market
system security by the NASD, the closing price of the Common Stock on such
date, or (c) if there shall have been no trading on such date or if the Common
stock is not so designated, the average of the closing bid and asked prices of
the Common Stock on such date as shown by the NASD automated quotation system,
or (d) if the Common Stock is not then listed or admitted to trading on any
national exchange or quoted in the over-the-counter market, the fair value
thereof as determined in good faith by the board of directors of the Company.
For the purpose of
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<PAGE> 15
any computation under Section 1.11 above, however, the Market Price at any date
shall be deemed to be the average of the daily prices of the Common Stock
determined in accordance with the preceding clause (a), (b), (c) or (d) of this
definition, as applicable, for the 30 consecutive trading days commencing 45
trading days before the day in question. For the purpose of any computation
under Section 1.7 above, where the Additional Shares of Common Stock to be
issued or sold is Common Stock to be issued or sold in an underwritten Public
Offering, the Market Price on any date shall be the offering price of the
Common Stock in such underwritten Public Offering.
NASD: The National Association of Securities Dealers, Inc.
Person: A corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a government or
political subdivision thereof or a governmental agency.
Public Offering: Any offering of Common Stock to the public pursuant
to an effective registration statement under the Securities Act.
Registrable Securities: The shares of Common Stock which have been
issued upon the exercise of this Warrant. As to the Registrable Securities
once issued, such securities shall cease to be Registrable Securities when (w)
a registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and have been disposed of in
accordance with such registration statement, (x) they shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (y) they shall have been otherwise transferred, new
instruments or certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition of
them shall not require registration or qualification of them under the
Securities Act or any similar state law then enforced, or (z) they shall have
ceased to be outstanding.
Registration Expenses: The expenses described in Section 2.7.
Restricted Securities: All of the following: (a) the Warrant bearing
the applicable legend or legends referred to in Section 3.1, (b) any shares of
Common Stock which have been issued upon the exercise of the Warrant and which
are evidenced by a certificate or certificates bearing a restrictive legend or
legends, and (c) unless the context otherwise requires, any shares of Common
Stock which are at the time issuable upon the exercise of the Warrant and
which, when so issued, will be evidenced by a certificate or certificates
bearing a restrictive legend.
Securities Act: The Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
Warrant Price: As defined in Section 1.6.
15
<PAGE> 16
NABORS INDUSTRIES, INC.
By: /s/ Richard Stratton
-----------------------
Title: Vice Chairman
16
<PAGE> 17
FORM OF SUBSCRIPTION
[To be executed only upon exercise of Warrant] To NABORS INDUSTRIES,
INC.
The undersigned registered holder of the within Warrant hereby
irrevocably exercises such Warrant for, and purchases thereunder, 650,000
shares of Common Stock, par value $.10 per share, of NABORS INDUSTRIES, INC.,
and herewith makes payment of $____________________ therefor, and requests that
the certificate for such shares be issued in the name of Mitchell whose address
is ________________________________.
Dated: ______________.
MITCHELL ENERGY CORPORATION
By: ______________________________
Title: ___________________________
17
<PAGE> 1
EXHIBIT 4.7
LETTER AGREEMENT FOR ASSET ACQUISITION FROM MITCHELL ENERGY CORPORATION
This Letter Agreement is entered into on this 4th day of April, 1994 by and
between Mitchell Energy Corporation ("Seller") and Nabors Drilling USA, Inc.
("Buyer").
The parties desire to enter into a binding arrangement for the acquisition of
certain tangible, personal assets presently owned by the Seller. Now
therefore, subject to the terms, conditions and covenants set forth herein, the
Buyer and Seller agree as follows:
1. Definitions - The following definitions shall have the following
meanings in this Letter Agreement:
(a) "Assets" shall mean the drilling rigs and related assets of
Seller identified in Attachment A hereto.
(b) The "Cash Purchase Price" shall mean Nine Million United
States Dollars (US$9,000,000).
(c) The "Warrant" shall mean the warrant to purchase 650,000
shares of the common stock of Nabors Industries, Inc. which is
to be delivered by Buyer at Closing.
(d) "Common Stock" shall mean the common stock of Nabors
Industries, Inc., $.10 par value as traded on the American
Stock Exchange.
(e) "Average Closing Price" shall mean the average closing price
of the Common Stock on the American Stock Exchange, as
reported by the Wall Street Journal for all of the trading
days between March 21, 1994 and three trading days prior to
the Scheduled Closing Date.
(f) "Closing" shall mean the consummation of the purchase and sale
of the Assets as contemplated by this Agreement.
(g) "Lease Agreement" shall mean the lease agreement between
Seller and Buyer wherein the Buyer agrees to lease a yard and
facilities owned by Seller in Magnolia, Texas.
(h) The "Limestone Drilling Program" shall mean the drilling
program conducted by Seller in the North Personville field of
Texas.
(i) "Nabors" shall mean Nabors Industries, Inc.
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<PAGE> 2
2. Seller agrees to sell and Buyer agrees to purchase all of Sellers
right, title and interest in and to the Assets. In consideration for
the purchase of the Assets, Purchasers shall pay Seller the Cash
Purchase Price and deliver the Warrant. [Note: See 6.(d)].
3. The Closing shall take place on April 4, 1994 ("the Scheduled Closing
Date") at 10:00 a.m. at the offices of Seller or at such other time or
place as the parties shall agree to in writing.
4. At Closing,
(a) Seller shall deliver to Buyer, bills of sale in the form set
forth in Attachment B together with other instruments of sale,
conveyance, transfer and assignment required in order to vest
in the Buyer, all of Seller s right, title and interest in and
to the Assets.
(b) The Buyer shall deliver to Seller the Cash Purchase Price in
immediately available United States funds by wire transfer to
an account designated by Seller.
(c) Buyer shall deliver the Warrant.
(d) Seller and Buyer shall execute the Lease Agreement as set
forth below.
(e) Each party shall deliver such other and further documents and
take such other and further actions as may be required to
consummate the transaction contemplated by this Agreement.
5. The following shall apply with respect to the Warrant:
(a) Buyer shall cause Nabors to issue to Seller, the Warrant.
(b) The exercise price in the Warrant shall be 115% of the Average
Closing Price of the Common Stock of Nabors.
(c) The Warrant shall be exercisable by the Seller only for a
period of two years from the date of Closing (the "Warrant
Term") and must be exercised in the full amount of the 650,000
shares of Common Stock which upon exercise will be registered
and immediately available for sale without restriction.
(d) Upon the sale by the Seller of the shares of Common Stock
obtained through exercise of the Warrant, the "Excess
Proceeds" from such sale shall be paid to Nabors within five
(5) days of the date the proceeds are received by the Seller.
The "Excess Proceeds" shall equal that amount,
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<PAGE> 3
but not less than zero, by which the amount of proceeds from
sale of the Common Stock exceeds the sum of (1) the amount of
the exercise price of the Warrant, (2) the amount of
reasonable brokers commission paid on the sale of the Common
Stock and (3) the amount of One Million Dollars ($1,000,000).
(e) Buyer shall have the absolute right, exercised in writing, at
any time during the Warrant Term to buy back the Warrant for
One Million Dollars ($1,000,000) cash.
6. At Closing, Seller and Buyer shall enter into the Lease Agreement in
the form of Attachment D which shall contain the following principal
terms and conditions:
(a) The term of the lease shall be for one year commencing on the
Closing. The lease may be extended on terms and conditions
agreed to by the parties.
(b) The rental for the term shall be $1.
(c) During the term of the Lease Agreement, Buyer shall pay to
Seller the direct costs of electricity and Buyer shall
directly pay for the costs of all utilities utilized, security
costs, trash pick up and all other costs of Buyer s use of the
property, as well as ad valorem and other applicable taxes.
(d) Buyer shall be liable for and defend, indemnify and hold
Seller harmless from all claims, actions, proceedings and
suits of any type or description arising after the Closing as
a result of actions of the Buyer or the Buyers use of the
property which is the subject of the Lease Agreement. Seller
shall perform the environmental audit both prior to Buyer
taking possession of the property and at the end of the term
of said Lease Agreement and Buyer shall be liable to Seller
for any and all environmental damage which shall have occurred
during the term of the Lease Agreement. It is further
understood that Buyer shall be liable for any damage to the
property during the term of the Lease Agreement save and
except normal use. The Buyer agrees to return the property in
the same condition and for the same purpose as it was on the
commencement of the Lease Agreement. Specifically and without
limitation to the preceding, Buyer shall not be responsible
for, and Seller shall defend, indemnify and hold Buyer
harmless from any and all liability arising or resulting from
any release, discharge, placement, migration or movement of
contaminants or pollutants into the environment from, to or on
the property which is the subject of the Lease Agreement
occurring prior to the Closing.
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<PAGE> 4
(e) Seller shall be liable for and defend, indemnify and hold
Buyer harmless from all claims, actions, proceedings and suits
of any type or description arising prior to or after the
Closing as a result of actions of the Seller or the Seller s
use of the property which is the subject of the Lease
Agreement.
(f) The property shall be used by the Buyer in the same manner and
for the same purposes as the property has been used by Seller.
7. The parties agree as follows with respect to future drilling
activities of Seller:
(a) If Seller requires the use of a drilling rig for future
activity in the North Personville Drilling Program, Seller
agrees to contract with Buyer to provide such drilling
services for two years.
(b) Rig 14, as set forth in Attachment A hereto, will be the rig
provided by Buyer for work done pursuant to 7.(a) above, using
the same or comparable crews maintaining its established
drilling performance.
(c) The parties agree that the dayrate for drilling in the North
Personville Drilling Program will be $5,500 per day. The
parties further agree that the dayrate to be used will be
applicable for both drilling days and estimated moving days.
This dayrate will only be adjusted during the two years for
general increases/decreases in crew wages, fuel costs and
changes in crew complement or rentals requested by Seller.
8. NOTWITHSTANDING ANYTHING THAT MAY BE CONTAINED HEREIN TO THE CONTRARY,
SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS, EITHER
EXPRESS OR IMPLIED, OF ANY KIND INCLUDING BUT NOT LIMITED TO
MERCHANTABILITY, OF FITNESS, OR USE FOR A PARTICULAR PURPOSE OF ANY OF
THE ASSETS. IT IS AGREED THAT PURCHASER HAS HAD THE OPPORTUNITY TO
VISIBLY INSPECT THE ASSETS, HAS SATISFIED ITSELF AS TO THEIR CONDITION
INSOFAR AS A VISIBLE INSPECTION PERMITS. ACCORDINGLY, THIS CONVEYANCE
OF THE ASSETS IS MADE ON AN "AS IS" AND "WHERE IS" BASIS, AND IS
ACCEPTED BY PURCHASER ON SUCH BASIS. The Assets shall be free and
clear of all liens, mortgages, pledges, charges, security interests
and encumbrances of any type or description. Delivery will be made to
Buyer at Closing. Risk of loss of the Assets shall remain with the
Seller until Closing.
9. This Letter Agreement may be terminated by either party after the
scheduled closing date if the conditions set forth herein for Closing
have not been fulfilled on or before the Scheduled Closing date.
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<PAGE> 5
10. All sales, use, transfer and similar taxes and all recording and
similar fees applicable to the transaction contemplated by this
agreement shall be paid by the Buyer. Each party to this Agreement
shall pay all expenses incurred by it or on its behalf in connection
with the preparation, authorization, execution and performance of this
Agreement, including but not limited to all fees and expenses of
agents, representatives, counsel and accountants engaged by it.
11. Buyer waives compliance by Seller and Seller waives compliance by
Buyer with the applicable provisions of the Uniform Commercial code
regarding bulk sales, or any other similar bulk sales law, as
presently in effect, and Seller covenants and agrees to pay and
discharge when due (and defend, indemnify and hold Buyer harmless from
and against) all claims of creditors of the Seller which could be
asserted against Buyer (or against the Assets) by reason of such
non-compliance.
12. Each party represents and warrants on execution, and as of the date of
Closing, as follows:
(a) It is a corporation duly organized and validly existing and in
good standing under the laws of its incorporation and is
authorized to carry on its business in Texas as currently
conducted and to own, lease and operate all property and
assets now owned, leased and operated by it.
(b) It is authorized by all required corporate action to enter
into this Letter Agreement, and to the transaction which is
contemplated by this Agreement.
(c) This Agreement is duly executed and validly delivered and will
become legally binding and enforceable against it in
accordance with its terms, except as may be limited by
bankruptcy, insolvency, or other laws affecting the
enforcement of creditors rights generally and by general
principles of equity (regardless of whether considered in a
proceeding in equity or one at law), and by public policy.
(d) The execution and delivery of this Letter Agreement and other
documents to which it is a party in this transaction, and its
performance hereunder, do not constitute a conflict with its
certificate of incorporation or its by laws.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
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<PAGE> 6
14. This Agreement shall be binding and inure to the benefit of the
parties hereto and their respective successors and assigns. This
Agreement may not be assigned by any party without the prior written
consent of the other party except that Buyer may, at its discretion,
assign its rights hereunder to purchase some or all of the Assets to
one or more affiliated companies.
Dated this 4th day of April, 1994
NABORS DRILLING USA, INC.
/s/ Richard A. Stratton
- ------------------------------
By: Richard A. Stratton
Its: President
MITCHELL ENERGY CORPORATION
/s/ Homer H. Hershey
- ------------------------------
By: Homer H. Hershey
Its: Senior Vice President
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<PAGE> 1
EXHIBIT 5
[BAKER & McKENZIE LETTERHEAD]
June 12, 1995
Nabors Industries, Inc.
515 West Greens Road
Houston, Texas 77067
Re: Nabors Industries, Inc. Common Stock
Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
being filed by Nabors Industries, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") on or about June
12, 1995. The Registration Statement covers 650,000 shares (the "Shares") of
common stock, par value $.10 per share ("Common Stock") of the Company issuable
upon exercise of a warrant that are to be offered from time to time pursuant to
Rule 415 promulgated under the Securities Act by Mitchell Energy Corporation
(the "Selling Stockholder").
We have examined the originals, or photostatic or certified copies, of such
records of the Company, certificates of officers of the Company and of public
officials, and such other documents as we have deemed relevant and necessary as
the basis for the opinion set forth below. In such examination we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as photostatic or certified copies and the authenticity of the
originals of such copies.
Based upon our examination, we are of the opinion that the Shares, when
sold pursuant to, and in the manner set forth in, the Registration Statement,
will be legally issued, fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Opinion" in the
<PAGE> 2
Nabors Industries, Inc.
June 12, 1995
Page 2
prospectus forming a part of the Registration Statement. This consent is not to
be construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of the Securities
Act.
Very truly yours,
Baker & McKenzie
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our reports dated November 28, 1994, on our audits of
the financial statements and financial statement schedules of Nabors
Industries, Inc. and Subsidiaries. We also consent to the reference to our firm
under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
---------------------------------
Coopers & Lybrand, L.L.P.
Houston, Texas
June 9, 1995
