SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Soliciting Material Pursuant To Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
POOL ENERGY SERVICES CO.
(Name of registrant as specified in its charter)
NABORS INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
( ) Fee paid previously with preliminary materials:
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
[FORM OF PROXY CARD--BLUE]
POOL ENERGY SERVICES CO.
SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY NABORS INDUSTRIES, INC.
The undersigned shareholder of Pool Energy Services Co. (the
"Company") hereby appoints Eugene M. Isenberg and Anthony G. Petrello, each
with full power of substitution, as proxies of the undersigned, to
represent and to vote, as designated below, all shares of common stock, no
par value per share, of the Company which the undersigned is entitled to
vote at the Special Meeting of Shareholders, to be held on January 12, 1999,
called for the purpose set forth below, and with discretionary authority
with respect to such other matters as may properly come before said meeting,
or at any adjournment(s), postponement(s) or rescheduling(s) thereof (the
"Special Meeting"). The undersigned hereby revokes any previous proxy with
respect to the matter(s) covered by this Proxy.
Nabors Industries, Inc. strongly recommends a vote FOR the proposal.
1. Proposal: Approve a non-binding, precatory resolution recommending
that the Company's Board of Directors arrange for the sale
of the Company and take all necessary actions to effect such
sale.
/ / For / / Against / / Abstain
2. In their discretion, the aforementioned attorneys and
proxies are authorized to vote upon such other matters as
may properly come before the Special Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS
MADE. IF NO SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL, PROVIDED YOU HAVE SIGNED THE PROXY CARD.
Please sign exactly as your name appears on this proxy. When shares
are held by Joint Tenants, both should sign. When signing as
Attorney-In-Fact, Executor, Administrator, Trustee or Guardian, please give
full title as such. If a company, please sign in full corporate name by the
President or other authorized officer. If a partnership, please sign in
partnership name by an authorized person.
DATED: ____________________________, 199_
__________________________________________
(Signature)
Title:_____________________________________
____________________________________________
(Signature if held jointly)
Title:______________________________________
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED
