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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-20501
PROSPECTUS
NABORS INDUSTRIES, INC.
4,120,398 SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE
This Prospectus relates to 4,120,398 shares (the "Offered Stock") of Common
Stock, $.10 par value per share (the "Common Stock"), of Nabors Industries,
Inc., a Delaware corporation ("the Company"), which may be distributed, sold or
otherwise transferred from time to time by and for the account of the selling
stockholders named herein (the "Selling Stockholders"), including their
permitted transferees, pledgees, donees and other permitted successors in
interest. It is anticipated that the Company will not receive any of the
proceeds from any sale of the Offered Stock, but has agreed to bear certain
costs relating to the registration of the Offered Stock (estimated to be
$45,000), not including certain expenses such as commissions and discounts of
dealers or agents. However, approximately 335,418 shares of the Offered Stock
have been placed in escrow as security for certain indemnification obligations
of certain of the Selling Stockholders to the Company. See "Selling
Stockholders."
Pursuant to that certain Consent and Voting Agreement and Plan of Merger,
dated as of December 20, 1996 (the "Merger Agreement"), by and among the
Company, Nabors Acquisition Corp. 96, a Delaware corporation and a wholly-owned
subsidiary of the Company ("Acquisition Sub"), ADCOR-Nicklos Drilling Company, a
Delaware corporation ("ADCOR"), and all of the stockholders and option holders
of ADCOR, Acquisition Sub merged with and into ADCOR on January 2, 1997 (the
"Merger"), as a result of which ADCOR became a wholly-owned subsidiary of the
Company. As a result of the Merger, (i) each share of Common Stock, $.01 par
value per share, of ADCOR ("ADCOR Common Stock") issued and outstanding
immediately prior to January 2, 1997, was converted into 117.1899 shares of
Common Stock, and (ii) each outstanding option to purchase ADCOR Common Stock
was converted into a specified number of shares of Common Stock. Certain of the
Selling Stockholders (the "ADCOR Selling Stockholders"), who collectively owned
all of the shares of stock and options to purchase stock of ADCOR, received an
aggregate of 3,354,175 shares of Common Stock in the Merger. The Company has
agreed that it will cause the resale of the Common Stock received by the ADCOR
Selling Stockholders in the Merger to be registered under the Securities Act of
1933, as amended (the "Securities Act"). The two remaining Selling Stockholders
have exercised their rights to have their shares of Common Stock included in
certain registration statements filed by the Company under the Securities Act.
The Common Stock is traded on the American Stock Exchange, Inc. ("AMEX")
under the symbol "NBR." On February 27, 1997, the last reported sales price of a
share of Common Stock on AMEX was $15.375.
The shares of Offered Stock may be offered and sold from time to time by
the Selling Stockholders directly or through broker-dealers who may act solely
as agents, or who may acquire shares as principals. The distribution of the
shares of Offered Stock may be effected in one or more transactions that may
take place through AMEX or any national securities exchange on which the Offered
Stock is approved for listing in the future, including block trades or ordinary
broker's transactions, or through privately negotiated transactions, or in
accordance with Rule 144 under the Securities Act, or through a combination of
any such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or negotiated brokerage fees or commissions may be paid by the
Selling Stockholders in connection with such sales. The Selling Stockholders and
any dealers or agents that participate in the distribution of the Offered Stock
may be deemed to be "underwriters" within the meaning of the Securities Act, and
any profit on the sale of the Offered Stock by them and any commissions received
by any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. See "Plan of Distribution."
To the extent required, the specific shares of the Offered Stock to be
sold, the names of the Selling Stockholders, the purchase price, public offering
price, the names of any such agent or dealer, and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Stockholders from the shares of Common Stock will be the purchase price thereof
less commissions and discounts, if any, and other expenses of distribution not
borne by the Company.
SEE "RISK FACTORS," BEGINNING ON PAGE 4, FOR A DISCUSSION OF CERTAIN RISK
FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS.
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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.
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The date of this Prospectus is February 28, 1997.
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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 periodic reports and other information with the Securities and
Exchange Commission (the "Commission").
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
Offered Stock. This Prospectus, which is a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement.
Certain portions of the Registration Statement have been omitted as permitted by
the rules and regulations of the Commission. Statements made in this Prospectus
as to the contents of any contract, agreement, instrument or other document are
not necessarily complete, and in each instance reference is made to the copy of
such contract, agreement, instrument or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference and the exhibits and schedules thereto.
The Registration Statement, the exhibits and schedules thereto, and the
reports and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Seven World
Trade Center, 13th floor, New York, New York 10048; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of all or any part of such
materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company is an electronic filer under the EDGAR (Electronic Data
Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains reports, proxy statements, information statements and other information
filed electronically by the Company with the Commission. Reports, proxy
statements, information statements and other information concerning the Company
should also be available for inspection at the offices of the American Stock
Exchange, Inc., 86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
under the Exchange Act are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996; and
(iii) the description of the Common Stock contained in Amendment No. 1
to the Registration Statement on Form 8-A (File No. 1-9245) filed with the
Commission on May 20, 1992, and any subsequent amendment thereto filed for
the purposes of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Offered Stock shall be deemed to be
incorporated by reference into this Prospectus and to be part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other document subsequently filed with the Commission which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST, A COPY OF THE DOCUMENTS THAT HAVE BEEN INCORPO-
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RATED BY REFERENCE INTO THIS PROSPECTUS (NOT INCLUDING EXHIBITS TO SUCH
DOCUMENTS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS). REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO DANIEL MCLACHLIN,
CORPORATE SECRETARY, NABORS INDUSTRIES, INC., 515 WEST GREENS ROAD, SUITE 1200,
HOUSTON, TEXAS 77067, TELEPHONE NUMBER (281) 775-8023.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
AVAILABLE INFORMATION....................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 2
RISK FACTORS................................................ 4
THE COMPANY................................................. 4
USE OF PROCEEDS............................................. 6
SELLING STOCKHOLDERS........................................ 6
PLAN OF DISTRIBUTION........................................ 8
LEGAL MATTERS............................................... 9
EXPERTS..................................................... 9
</TABLE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AND ITS
SUBSIDIARIES SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus, the following factors should be considered carefully by
prospective investors in evaluating the Company before purchasing any of the
securities offered hereby. Except for the historical information contained or
incorporated by reference in this Prospectus, the matters discussed in this
Prospectus are forward looking statements that involve risks and uncertainties,
including industry conditions and the variability of demand for contract
drilling and related oilfield services, intense competition, operating risks
inherent in this hazardous industry, the adequacy and availability of insurance,
risks associated with international operations, regulation pertaining to
environmental matters and the other matters detailed to or referred to below and
from time to time in the Company's other reports filed with the Commission. The
actual results that the Company achieves may vary materially from those set
forth in or implied by any forward looking statements due to such risks and
uncertainties.
Business-Related Risks. The information set forth under the captions
"Industry Conditions, Competition and Seasonality," "Operating Risks and
Insurance" and "Governmental Matters" in Part I of the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1996, in addition to the
other information included therein, is hereby specifically incorporated by
reference herein.
International Operations. A significant portion of the Company's business
is derived from international markets, including major operations in the Middle
East, the North Sea, and South and Central America, as well as other operations
in the Commonwealth of Independent States (the "CIS"), the Far East, and Africa.
Such operations may be subject to various risks including risk of war and civil
disturbances and governmental activities that may limit or disrupt markets,
restrict the movement of funds or result in the deprivation of contract rights
or the taking of property without fair compensation. In certain countries, such
operations may be subject to the additional risk of fluctuating currency values
and exchange controls. In the international markets in which the Company
operates, it is subject to various laws and regulations with respect to the
operation and taxation of its business and the import and export of its
equipment from country to country, the imposition, application and
interpretation of which can prove to be uncertain.
Dividend Policies; Restrictions on Payment of Dividends. The Company does
not anticipate that it will pay any dividends on the Common Stock in the
foreseeable future. Certain of the Company's debt instruments include covenants
restricting the Company's ability to pay dividends or to make certain other
distributions to stockholders.
Market Risk with respect to Common Stock; Certain Investment
Limitations. The Common Stock is listed for trading on AMEX. However, the prices
at which shares of Common Stock trade may depend upon many factors, including
prevailing interest rates, markets for similar securities, industry conditions,
and the performance of, and investor expectations for, the Company. No assurance
can be given that a holder of shares of Common Stock will be able to sell such
shares at any particular price. Certain institutional investors may invest only
in dividend-paying equity securities or may operate under other restrictions
that may prohibit or limit their ability to invest in the Common Stock.
THE COMPANY
GENERAL
Nabors Industries, Inc. (collectively, with its subsidiaries (unless the
context otherwise requires), the "Company") is the largest land drilling
contractor in the world. The Company, which was incorporated in Delaware in
1978, has principally been engaged in oil, gas and geothermal land drilling
operations in Alaska, the lower 48 states of the United States and Canada, and
internationally in the Middle East, the Far East, the CIS, North and West Africa
and South and Central America. The Company, through its subsidiaries, including
primarily Sundowner Offshore Services, Inc., provides offshore well servicing
and workover services in the Gulf of Mexico, Alaska's Cook Inlet and several
international markets. Another subsidiary, J.W. Gibson Well Service Company,
provides well servicing and workover services primarily in the Rocky
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Mountains and mid-continent region of the United States. The Company also
provides oilfield management, engineering, transportation, construction,
maintenance and other support services in selected domestic and international
markets. A subsidiary of the Company, Canrig Drilling Technology Ltd., sells top
drives for a broad range of drilling rig applications. The Company's principal
executive offices are located at 515 West Greens Road, Suite 1200, Houston,
Texas 77067 and its telephone number is (281) 874-0035.
Since the current management group began directing the Company in 1987, the
Company's primary business philosophy has been to establish and maintain a
conservative and flexible financial posture, to build a diverse portfolio of
market positions to mitigate risk and create potential for growth, to forge
long-term relationships with customers, to build a cadre of talented and
experienced employees, to grow and remain profitable in any market environment
and to position the business for the future by maintaining flexibility. This
philosophy has been implemented primarily through strategic acquisitions and
internal growth in existing and new markets. The Company has also advanced this
philosophy by entering into strategic alliances with customers and by providing
integrated drilling, engineering and other oilfield services responsive to
customer needs.
Acquisitions and Internal Growth. The Company's primary business philosophy
has been implemented primarily through strategic acquisitions and internal
growth in existing and new markets. Since 1988, through acquisition of other
drilling companies, asset purchases and internal expansion, the Company has
grown from a land drilling business centered principally in Canada and Alaska to
an international company operating on land and offshore in many of the major
oil, gas and geothermal markets in the world. In 1988, the Company's rig fleet
consisted of 44 land drilling rigs. As of February 18, 1997, the active
Company-owned rig fleet consisted of 360 land drilling rigs, 34 offshore rigs
and 78 land workover and well servicing rigs.
Strategic Alliances. The Company's primary business philosophy has also
been advanced by entering into strategic alliances with customers. An increasing
number of customers have been seeking to reduce costs and improve efficiency in
their exploration and development drilling programs by establishing continuing
relationships, or alliances, with a small number of preferred drilling
contractors. These alliances can result in long term work and increased
profitability for drilling contractors that are selected as partners in the
alliance. The Company has been selected by certain operators as an alliance
partner in Alaska, the lower 48 states of the United States and Canada.
Drilling and Engineering Services. The Company's primary business
philosophy has also been advanced by providing drilling-related services and
management of drill site activities to its customers. Many major oil and gas
companies are reducing the number of services they provide and the number of
service contractors at a drill site, and are requiring that the contractors
remaining provide such drilling-related services and management. The Company
also seeks to provide innovative, quality engineering and technical support for
its drilling and oilfield support operations. The Company provides engineering
services to all of its subsidiaries and to its worldwide customers from its
Houston-based engineering groups.
RECENT DEVELOPMENTS
On November 15, 1996, the Company and Noble Drilling Corporation, Noble
Properties, Inc. and Noble Drilling (Canada) Ltd. (collectively, "Noble")
entered into an asset purchase agreement pursuant to which the Company agreed to
purchase 19 marketed land drilling rigs, 28 stacked land drilling rigs and the
real estate assets used by Noble in connection with the rigs, and assume the
interests in Noble's drilling contracts for a purchase price of $60 million.
Thirty eight of the rigs are located in the United States and nine are located
in Canada. The transaction was consummated in December 1996.
In November 1996, the Company completed the sale of Nabors Drilling &
Energy Services UK Ltd., a wholly-owned subsidiary of the Company, to Abbot
Group plc for approximately $36 million plus the value of working capital in
cash. In addition, the Company received 10.8 million four-year warrants to
acquire stock in Abbot Group plc at 83 pence per share.
On December 20, 1996, the Company entered into the Merger Agreement,
pursuant to which the Company agreed to acquire all of the outstanding shares of
ADCOR Common Stock and all of the
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outstanding options to purchase such shares in exchange for the issuance to the
ADCOR Selling Stockholders of 3,354,175 shares of Common Stock. The ADCOR fleet
consists of 30 active and six stacked rigs located in the United States. The
assets also include significant amounts of drill pipe, spare drilling equipment,
yards, vehicles and other support equipment. The transaction was consummated on
January 2, 1997.
USE OF PROCEEDS
It is anticipated that the Company will not receive any of the proceeds
from sales of the Offered Stock. See "Selling Stockholders" for a list of those
persons who will receive the proceeds from such sales. Approximately 335,418
shares of the Offered Stock have been placed in escrow as security for certain
indemnification obligations of the ADCOR Selling Stockholders to the Company. To
the extent that proceeds from the sale of the escrowed shares are received by
the Company, the Company will use such sums to pay for costs and expenses of
related indemnification claims and for working capital and general corporate
purposes. See "Selling Stockholders."
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by each of the Selling
Stockholders of the shares of Common Stock set forth in the table below. The
ADCOR Selling Stockholders received an aggregate of 3,354,175 shares of Common
Stock in the Merger, representing approximately 4% of the outstanding Common
Stock immediately after the Merger. The Company agreed that it would cause to be
registered under the Securities Act the resale of the Common Stock received by
the ADCOR Selling Stockholders in the Merger. The two Selling Stockholders who
are not former holders of securities of ADCOR, John Hancock Mutual Life
Insurance Company ("John Hancock") and Occidental Oil and Gas Corporation
("Occidental"), have exercised their rights to have their shares of Common Stock
included in certain registration statements filed by the Company under the
Securities Act. Occidental acquired the shares of Common Stock offered for
resale by this Prospectus in April 1996 in exchange for all of the outstanding
shares of common stock of its subsidiary, Exeter Drilling Company ("Exeter").
Exeter's drilling fleet consisted of 49 actively marketed rigs. The majority of
Exeter's active fleet is composed of rigs operating in the Rocky Mountains. A
subsidiary of Exeter, J.W. Gibson Well Service Company ("Gibson"), operated 78
workover and well-servicing rigs in the Rocky Mountains, the mid-continent
region of North America and New Mexico. The consideration paid consisted of
approximately $28.6 million in cash (of which approximately $10.6 million was
paid for Exeter's and Gibson's working capital) and 266,223 shares of Common
Stock. John Hancock acquired the shares of Common Stock offered for resale by
this Prospectus in January 1997, when it exercised warrants to purchase shares
of Common Stock held by it. Such warrants were issued by the Company in 1990 in
connection with the purchase by John Hancock of $30 million in principal amount
of the Company's 10.25% Senior Secured Notes due January 31, 1997.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities arising out of any actual or alleged material misstatements
or omissions in the Registration Statement (other than liabilities arising from
information supplied by the Selling Stockholders for use in the Registration
Statement). Each Selling Stockholder, severally but not jointly, has agreed to
indemnify the Company against liabilities arising out of any actual or alleged
material misstatements or omissions in the Registration Statement insofar as
such misstatements or omissions were made in reliance upon written information
furnished to the Company by the Selling Stockholder expressly for use in the
Registration Statement. Such indemnification by any Selling Stockholder is
limited to the net proceeds received by such stockholder from the shares of
Offered Stock sold hereunder.
Pursuant to the terms of the Merger Agreement, the ADCOR Selling
Stockholders have agreed to indemnify the Company, severally but not jointly,
against losses in excess of $100,000 resulting from any breaches of
representations and warranties and agreements contained in the Merger Agreement
and against certain other potential liabilities. The ADCOR Selling Stockholders
have deposited approximately 335,418 shares of the Offered Stock (the "Escrow
Shares") in escrow with Bank One, Texas, N.A. (the "Escrow Agent") in order to
secure their obligations to the Company. The Escrow Shares deposited were
contributed
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on a pro rata basis by the ADCOR Selling Stockholders. Each ADCOR Selling
Stockholder may sell all (but not less than all) of its Escrow Shares pursuant
to this Prospectus; however, the sale price per Escrow Share must be at least
$18.75 and the ADCOR Selling Stockholder must deposit with the Escrow Agent the
cash proceeds of such sale.
The following table sets forth the name of each Selling Stockholder, the
number of shares of Common Stock which each Selling Stockholder owns, the number
of shares of Common Stock which may be offered for resale hereunder and the
percent of outstanding shares of Common Stock each Selling Stockholder owned
prior to the offering to which this Prospectus relates. While certain of the
ADCOR Selling Stockholders were officers, directors or employees of ADCOR, no
ADCOR Selling Stockholder currently has, or during the past three years had, any
position, office or other material relationship with the Company. Other than as
described above, and except for (i) payments by the Company to John Hancock
pursuant to the terms of the $40 million in principal amount of the Company's
9.18% Senior Secured Notes due July 31, 2006, which were issued to John Hancock
in October 1992, and (ii) purchases in the ordinary course of business by
Occidental or its affiliates of drilling and workover services from the Company
in the United States and internationally, neither John Hancock nor Occidental
has had any material relationship with the Company during the past three years.
Since the Selling Stockholders may sell all, some or none of their shares, no
estimate can be made of the aggregate number of the Common Stock that are to be
offered hereby or that will be owned by each Selling Stockholder upon completion
of the offering to which this Prospectus relates.
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
NUMBER OF NUMBER OF SHARES
SHARES SHARES PRIOR TO THIS
SELLING STOCKHOLDER OWNED OFFERED HEREBY OFFERING(1)
------------------- ------------ ---------------- ------------------
<S> <C> <C> <C>
Occidental Oil and Gas Corporation.............. 266,223 266,223 *
John Hancock Mutual Life Insurance Company...... 1,500,000(2) 500,000(2) 1.6%
Conseil A/S..................................... 146,487 146,487 *
Johs Hansen's Rederi A/S........................ 140,627 140,627 *
Pescara AS...................................... 19,570 19,570 *
Bari AS......................................... 19,570 19,570 *
Pagano AS....................................... 19,453 19,453 *
Four Seasons Venture A/S........................ 175,784 175,784 *
Risom Bruk AB................................... 117,189 117,189 *
Meridien Holdings Limited....................... 1,541,047 1,541,047 1.6%
ADCOR Partners, L.P............................. 703,139 703,139 *
Jack S. Blanton, Jr............................. 249,416(3) 249,416(3) *
Jack S. Blanton III............................. 3,164(4) 3,164(4) *
Mary Catherine Blanton.......................... 3,164(4) 3,164(4) *
Elizabeth W. Blanton............................ 3,164(4) 3,164(4) *
James M. Nicklos................................ 80,254 80,254 *
Genergy, Ltd. .................................. 5,625 5,625 *
Eddy Refining Company........................... 45,821 45,821 *
Swank & Company................................. 40,078 40,078 *
Lisa Judson..................................... 10,718 10,718 *
Jan Ankarcrona.................................. 10,718 10,718 *
C.W. Hinze...................................... 6,650 6,650 *
Sam McCaskill................................... 4,694 4,694 *
Charles A. Hinton, Jr. ......................... 7,843 7,843 *
</TABLE>
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* Less than 1% of the outstanding Common Stock.
(1) Based on 96,305,106 shares of Common Stock outstanding on January 31, 1997.
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(2) An indirect, wholly-owned investment advisory subsidiary of John Hancock,
John Hancock Advisers, Inc., held 186,000 shares of Common Stock in various
open-end mutual funds and pension accounts as of January 31, 1997, which are
not included in the 1,500,000 shares noted above.
(3) Excludes 3,164 shares owned by each of Jack S. Blanton III, Mary Catherine
Blanton and Elizabeth W. Blanton for which Jack S. Blanton, Jr. serves as
Custodian under the Texas Uniform Transfer to Minors Act.
(4) Jack S. Blanton, Jr. serves as Custodian under the Texas Uniform Transfer to
Minors Act for the 3,164 shares owned by each of Jack S. Blanton III, Mary
Catherine Blanton and Elizabeth W. Blanton.
The Selling Stockholders, or their permitted transferees, pledgees, donees
or other permitted successors in interest, may sell up to all of the shares of
the Common Stock shown above under the heading "Number of Shares Offered Hereby"
pursuant to this Prospectus in one of more transactions from time to time as
described below under "Plan of Distribution."
PLAN OF DISTRIBUTION
Each of the Selling Stockholders may sell his, her or its shares of Offered
Stock directly or through broker-dealers who may act solely as agents, or who
may acquire shares as principals. The distribution of the shares of Offered
Stock may be effected in one or more transactions that may take place through
AMEX or any national securities exchange on which the Offered Stock is approved
for listing in the future, including block trades or ordinary broker's
transactions, or through privately negotiated transactions, or in accordance
with Rule 144 under the Securities Act (or any other applicable exemption from
registration under the Securities Act), through a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales. Sales of the Offered Stock may be
effected to cover previous short sales of Common Stock. The ADCOR Selling
Stockholders have agreed in the Merger Agreement that the Offered Stock would
not be sold in an underwritten public offering.
The Selling Stockholders may effect transactions by selling the Offered
Stock directly or through broker-dealers acting either as principal or as agent,
and such broker-dealers may receive compensation in the form of usual and
customary or negotiated discounts, concessions or commissions from the Selling
Stockholders.
The aggregate proceeds to the Selling Stockholders from the sale of the
Offered Stock will be the purchase price of the Offered Stock sold less the
aggregate agents' commissions, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any dealers
or agents that participate in the distribution of the Offered Stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered Stock by them and any commissions received by
any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
Each Selling Stockholder and any other person participating in a
distribution of Offered Stock 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. Rules 10b-6 and 10b-7 govern the activities
of persons participating in a distribution of securities and, consequently, may
restrict certain activities of, and limit the timing of purchases and sales of
Offered Stock by, Selling Stockholders and other persons participating in a
distribution of Offered Stock. Rules 10b-6 and 10b-7 were rescinded by the
Commission, effective March 4, 1997, and were replaced with Regulation M and
Rules 101 through 105 thereunder. On and after March 4, 1997, Selling
Stockholders and other persons participating in a distribution of Offered Stock
will be subject to Rules 101 and 102 under Regulation M, which provisions also
may restrict certain activities of, and limit the timing of purchases and sales
of Offered Stock by, Selling Stockholders and other persons participating in a
distribution of Offered Stock. Furthermore, under both Rule 10b-6 and Regulation
M, persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such
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distribution, subject to exceptions or exemptions. All of the foregoing may
affect the marketability of the securities offered hereby.
To the extent required, the specific shares of the Offered Stock to be
sold, the names of the Selling Stockholders, the purchase price, the names of
any agent or dealer and any applicable commission or discount with respect to a
particular offering will be set forth in an accompanying Prospectus Supplement.
In the Merger Agreement, the ADCOR Selling Stockholders agreed that, if the
Company determines in good faith that the Registration Statement may contain a
material misstatement or omission because the Company has under consideration or
has reached an understanding regarding a significant acquisition or disposition
or other material transaction that has not been publicly disclosed, or if the
Company is in the process of preparing a report on Form 8-K or other form for
filing with the Commission, the Company may cause the Registration Statement,
including this Prospectus, to not be used for an aggregate period not to exceed
45 days in any twelve-month period.
LEGAL MATTERS
The legality of the shares of Offered Stock will be passed upon for the
Company by Baker & McKenzie, New York, New York. Anthony Petrello, a Director
and the President and Chief Operating Officer of the Company, was a partner of,
and is currently of counsel to, Baker & McKenzie.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 have been audited by Coopers & Lybrand L.L.P., independent
accountants, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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