SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement 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
( ) Definitive Additional Materials
(X) 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:
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[Nabors Industries, Inc. Logo] [Nabors Industries, Inc. Address]
NEWS RELEASE
FOR IMMEDIATE RELEASE
=====================
NABORS CALLS SPECIAL MEETING OF POOL SHAREHOLDERS
STRONGLY RECOMMENDS THAT POOL SHAREHOLDERS SUPPORT SALE OF COMPANY
HOUSTON, Texas, November 23, 1998 - Nabors Industries, Inc. (AMEX: NBR)
announced today that, through its wholly-owned subsidiaries, it is calling a
special meeting of shareholders of Pool Energy Services Co. (NASDAQ: PESC). At
the special meeting, shareholders of Pool will consider and vote upon a
non-binding resolution submitted by Nabors (the "Nabors Resolution")
recommending that Pool's board of directors arrange for the sale of the company
and take all necessary actions to effect a sale, including entering into
negotiations with Nabors and any other qualified bidder offering a higher price
per share than Nabors. The special meeting of Pool shareholders is scheduled for
January 12, 1999 and will be held at the offices of Pool at 10375 Richmond
Avenue, Houston, Texas 77042, at 9:30 a.m. local time. The record date for Pool
shareholders to vote is scheduled to be the date the Notice of Meeting is
mailed.
On November 23, 1998, Nabors, through its wholly-owned subsidiaries, owns
2,209,500 shares of Pool, representing approximately 10.50% of Pool's
outstanding shares as of September 30, 1998. According to Pool's bylaws and the
Texas Business Corporation Act, a special meeting may be called by shareholders
representing at least 10% of Pool's common stock.
As previously announced on October 30, 1998, Nabors made a proposal to Pool's
board to acquire all of the outstanding shares of Pool common stock for
consideration of 0.481 shares of Nabors common stock and $6.125 in cash for each
outstanding Pool share, representing a value of $14.72 as of October 27, 1998,
the last day of trading prior to Nabor's announcement of its merger proposal.
Eugene M. Isenberg, chairman and chief executive officer of Nabors, commented,
"We believe the benefits of a Nabors/Pool combination are so compelling to the
shareholders and customers of both companies that it is important to effect this
combination as soon as possible. Our proposal represents a win-win opportunity
for Pool shareholders. Pool's shareholders will receive a premium on their
current investment and the opportunity to participate in the higher future
returns provided by ownership in a combined company with better prospects than
Pool could expect on its own. These improved prospects include enhanced growth
opportunities, significant consolidation benefits, benefits from becoming part
of a larger and better-capitalized company and increased shareholder liquidity
and exposure to the investment community.
"We continue to prefer a negotiated transaction with Pool; however, over the
past six weeks since we made our original offer, the Pool board and management
have been unable to meet, or to set a date to meet, with Nabors and its
representatives. Pool's board, which owns less than 0.3% (excluding options) of
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the outstanding common stock of Pool, is depriving Pool's shareholders of the
opportunity to even consider Nabors' merger proposal. In rejecting Nabors'
proposal, Pool cited its determination to pursue its strategic plan. However,
during the period between the implementation of that plan in 1994 and October 9,
1998, the last day of trading prior to Nabors' initial merger proposal, Pool's
stock price significantly lagged the industry. In fact, during that period, the
S&P Oil Well Equipment & Services Index increased 43% and Nabors' stock price
increased 96%, while Pool's stock price decreased by 23%," continued Mr.
Isenberg.
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"After considering various alternatives, we decided that the best way to
facilitate a negotiated transaction between our companies is to let the
shareholders of Pool -- the true owners of the company -- have the opportunity
to decide for themselves what is in the best interests of their company. We
believe that Pool shareholders should be able to consider good faith offers like
that made by Nabors, or any other qualified bidder offering a higher price per
share than Nabors, to acquire their company in an effort to maximize the value
of their Pool investment," continued Mr. Isenberg.
"The Nabors Resolution is an opportunity for Pool's shareholders to tell their
board that they support Nabors' merger proposal as a superior alternative to
Pool's strategic plan. We look forward to discussing our ideas for combining our
two companies during the upcoming solicitation period," concluded Mr. Isenberg.
Nabors expects to file preliminary solicitation materials with the SEC today and
to mail its notice of meeting and definitive proxy statement along with its BLUE
proxy cards, promptly upon completion of any SEC review.
Nabors actively markets over 400 land drilling rigs worldwide. Offshore, the
Company operates 25 platform rigs, six jack-ups and two barge drilling rigs. The
Company participates in most of the significant oil, gas and geothermal drilling
markets in the world. Nabors also manufactures top drives and drilling
instrumentation systems and provides comprehensive oilfield engineering, civil
construction, logistics and facility maintenance and project management
services.
Nabors and certain persons named below may be deemed to be "participants"
(within the meaning of Regulation 14A under the Securities Exchange Act of 1934)
in the solicitation of proxies for a special meeting of Pool's shareholders (the
"Special Meeting") scheduled for January 12, 1999. At the Special Meeting,
Nabors will introduce a proposal to recommend that Pool's Board of Directors
arrange for the sale of Pool and take all necessary actions to effect such sale.
As of November 23, 1998, Nabors and its subsidiaries beneficially owned
2,209,500 shares of Pool's common stock. The participants in this solicitation
may include the persons named below, none of whom beneficially own any Pool
common stock (except to the extent that they may be deemed to beneficially own
common stock owned by Nabors or its subsidiaries): Eugene M. Isenberg, Chairman
of the Board and Chief Executive Officer of Nabors; Anthony G. Petrello,
Director, President and Chief Operating Officer of Nabors; Richard A. Stratton,
Vice Chairman of the Board of Directors of Nabors; Gary T. Hurford, Director of
Nabors; Hans W. Schmidt, Director of Nabors; Myron M. Sheinfeld, Director of
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Nabors; Jack Wexler, Director of Nabors; Martin J. Witman, Director of Nabors;
Bruce P. Koch, Vice President - Finance of Nabors; Daniel McLachlin, Vice
President - Administration and Corporate Secretary of Nabors; Mark Lindsey,
Director, Vice President - Finance and Secretary/Treasurer of Nabors Alaska;
James H. Denney, Director and President of Nabors Alaska; Jay L. Weidenbach,
Director of Nabors Alaska; and Christopher P. Papouras, Director and Vice
President of ARRH, Inc.
# # #
The information above includes forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. These
statements are based upon certain assumptions and analyses made by the Company,
in light of its experience, and its perception of historical and future trends,
on general economic and business conditions; and on numerous other factors,
including expected future developments, many of which are beyond the control of
the Company. Such forward-looking statements are also subject to certain risks
and uncertainties, as disclosed by the Company from time to time in its filings
with the Securities and Exchange Commission. As a result of these factors, the
Company's actual results may differ materially from those indicated in or
implied by such forward-looking statements.
Contacts: Nabors Industries, Inc. Abernathy MacGregor Frank
Dennis A. Smith Andrew Brimmer / Matthew Sherman
(281) 874-0035 (212) 371-5999
