<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
POOL ENERGY SERVICES CO.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
732788-10-4
- --------------------------------------------------------------------------------
(CUSIP Number)
Anthony G. Petrello
Nabors Industries, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
281/874-0035
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 20, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
(Continued on the following pages)
Page 1 of 14
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SCHEDULE 13D
CUSIP No. 732788-10-4
------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NABORS INDUSTRIES, INC.
93-0711613
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER ---
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,209,500
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER ---
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 2,209,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,209,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14 TYPE OF REPORTING PERSON*
CO, HC
Page 2 of 14
<PAGE> 3
SCHEDULE 13D
CUSIP No. 732788-10-4
----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NABORS ALASKA DRILLING, INC.
92-0029773
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ALASKA
7 SOLE VOTING POWER ---
NUMBER OF
SHARES 8 SHARED VOTING POWER 2,209,500
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER ---
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 2,209,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,209,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14 TYPE OF REPORTING PERSON*
CO
Page 3 of 14
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Statement on Schedule 13D (as amended, this "Schedule
13D") relates to the common stock, without par value (together with associated
common stock purchase rights, the "Shares"), of Pool Energy Services Co., a
Texas corporation ("Pool"). The principal executive offices of Pool are located
at 10375 Richmond Avenue, Houston, Texas 77042.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Nabors Industries, Inc., a Delaware corporation
("Nabors"), and its wholly owned subsidiary, Nabors Alaska Drilling, Inc., an
Alaska corporation ("NADI"). The principal executive offices of Nabors are
located at 515 West Greens Road, Suite 1200, Houston, Texas 77067. The principal
executive officers of NADI are located at 2525 C Street, Suite 200, Anchorage,
Alaska 99503.
Attached as Schedule A, and incorporated by reference in this Schedule 13D, is a
table setting forth the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Nabors and
NADI.
During the last five years, none of Nabors, NADI, nor, to the best knowledge of
Nabors and NADI, any director or executive officer of Nabors or NADI has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
has been or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the close of business on November 12, 1998, Nabors, through subsidiaries,
had purchased 2,111,500 Shares in a series of open market transactions, for an
aggregate of $25,127,212, including commissions. On November 19 and 20, 1998,
Nabors, through NADI, purchased an additional 98,000 Shares for an aggregate of
$1,262,885. Nabors obtained the funds for these transactions from its working
capital.
ITEM 4. PURPOSE OF TRANSACTION
On November 19 and 20, 1998, Nabors, through NADI, purchased an additional
98,000 Shares for an aggregate of $1,262,885. On November 20, 1998, ARRH, Inc.,
a Delaware corporation ("ARRH"), merged with and into NADI pursuant to the
corporation laws of the State of Alaska. NADI, as the surviving corporation,
succeeded to the rights and obligations of ARRH, including but not limited to
ARRH's ownership of Shares previously reported.
On November 23, 1998, Nabors called a special meeting of Pool's shareholders and
filed preliminary proxy materials with the Securities and Exchange Commission
with regard to such meeting. At the special meeting, Pool's shareholders will
consider and vote upon a non-binding resolution submitted by Nabors 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. A copy of Nabors' press release
announcing the special meeting is attached to this Schedule 13D as Exhibit 99.7
and is incorporated by this reference.
Page 4 of 14
<PAGE> 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of November 20, 1998, Nabors beneficially owned an
aggregate of 2,209,500 Shares, representing approximately
10.5% of the total number of Shares stated to be outstanding
as of September 30, 1998 in Pool's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1998
(21,043,898 Shares). All such Shares were acquired by Nabors
through open market purchases by wholly-owned subsidiaries.
(b) Nabors and NADI have shared power to vote and to dispose of
the Shares owned by them. To the best knowledge and belief of
Nabors and NADI, except as set forth herein, none of the
directors nor executive officers of Nabors or NADI
beneficially own any Shares.
(c) Attached hereto as Schedule B and incorporated herein by
reference is certain information with respect to all
transactions in the Shares effected by Nabors or its
subsidiaries during the past 60 days.
(d) No person other than Nabors and NADI has the right to receive
dividends from, or the proceeds from the sale of, the Shares
beneficially owned by Nabors and NADI.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.7 Nabors Industries, Inc. Press Release dated November 23, 1998.
Page 5 of 14
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
NABORS INDUSTRIES, INC.
Date: November 23, 1998 /s/ Anthony G. Petrello
--------------------------------------------
Anthony G. Petrello
President and Chief Operating Officer
NABORS ALASKA DRILLING, INC.
Date: November 23, 1998 /s/ Richard A. Stratton
--------------------------------------------
Richard A. Stratton
Vice President
Page 6 of 14
<PAGE> 7
SCHEDULE A
Set forth below are the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Nabors and
NADI. The name of each person who is a director of Nabors is marked with an
asterisk. All of the individuals listed in this Schedule are U.S. citizens
except Mr. Schmidt who is a citizen of Germany. Unless otherwise indicated, the
business address of each person listed below is 515 West Greens Road, Suite
1200, Houston, Texas 77067.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
- ------------------------- ----------------------------------
<S> <C>
Eugene M. Isenberg* Chairman of the Board and Chief
Executive Officer of Nabors
Anthony G. Petrello* President and Chief Operating Officer
of Nabors
Richard A. Stratton* Vice Chairman of the Board of
Directors of Nabors; Vice President of
NADI
Gary T. Hurford* President of Hunt Oil Company
Hunt Oil Company
Fountain Place
1445 Ross at Field
Dallas, TX 75202-2785
Hans W. Schmidt* Retired President of Deutag Drilling, a
subsidiary of C. Deilman A.G.
Investment Business Consultant
Myron M. Sheinfeld* Senior Partner of the law firm of Sheinfeld, Maley
& Kay Sheinfeld, Maley & Kay
3700 First City Tower
Houston, TX 77002
Jack Wexler* International Business Consultant
205 Oceanway
Vero Beach, FL 32963
Martin J. Whitman* Chairman, President and Chief
767 Third Avenue Executive Officer of Third Avenue
New York, NY 10017-2023 Value Fund, Inc. (an open-end
Investment company)
Bruce P. Koch Vice President -- Finance of Nabors
Daniel McLachlin Vice President -- Administration and Corporate
Secretary of Nabors
</TABLE>
Page 7 of 14
<PAGE> 8
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
- ------------------------- ----------------------------------
<S> <C>
Mark Lindsey Director, Vice President-Finance and
2525 C Street, Suite 200 Secretary/Treasurer of NADI
Anchorage, Alaska 99503
James H. Denney Director and President of NADI
2525 C Street, Suite 200
Anchorage, Alaska 99503
Jay L. Weidenbach Director of NADI
2525 C Street, Suite 200
Anchorage, Alaska 99503
</TABLE>
Page 8 of 14
<PAGE> 9
SCHEDULE B
During the past 60 days a wholly owned subsidiary of Nabors purchased
Shares in open market transactions on the NASDAQ - National Market System as
described below.
<TABLE>
<CAPTION>
---------------------------------------------------------------
DATE NUMBER OF SHARES PURCHASE PRICE
---- ---------------- --------------
---------------------------------------------------------------
<S> <C> <C>
November 3, 1998 17,500 $13.938
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November 3, 1998 17,500 $14.188
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November 4, 1998 45,000 $14.188
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November 4, 1998 40,000 $14.063
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November 5, 1998 75,000 $14.063
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November 5, 1998 5,000 $14.050
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November 5, 1998 45,000 $14.110
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November 6, 1998 75,000 $14.050
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November 6, 1998 10,000 $14.080
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November 6, 1998 38,000 $14.175
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November 6, 1998 4,000 $14.240
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November 6, 1998 12,000 $14.300
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November 9, 1998 20,000 $14.300
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November 9, 1998 40,000 $14.365
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November 9, 1998 50,000 $14.425
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November 9, 1998 10,000 $14.460
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November 9, 1998 40,000 $14.480
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November 10, 1998 50,000 $14.300
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November 10, 1998 35,000 $14.238
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November 10, 1998 15,000 $14.196
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November 10, 1998 25,000 $14.175
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November 10, 1998 25,000 $14.113
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November 10, 1998 67,500 $14.060
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November 10, 1998 12,500 $14.050
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November 10, 1998 20,000 $13.988
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November 10, 1998 25,000 $13.925
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November 10, 1998 20,000 $13.863
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November 11, 1998 50,000 $13.920
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November 11, 1998 10,000 $14.000
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November 11, 1998 10,000 $13.925
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November 11, 1998 85,000 $13.955
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November 11, 1998 25,000 $13.860
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November 12, 1998 6,000 $13.425
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November 12, 1998 5,000 $13.435
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November 12, 1998 5,000 $13.500
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November 12, 1998 5,000 $13.675
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November 12, 1998 39,000 $13.810
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November 12, 1998 10,000 $13.935
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November 19, 1998 10,000 $12.980
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</TABLE>
Page 9 of 14
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<TABLE>
<CAPTION>
---------------------------------------------------------------
DATE NUMBER OF SHARES PURCHASE PRICE
---- ---------------- --------------
---------------------------------------------------------------
<S> <C> <C>
November 19, 1998 11,500 $12.880
---------------------------------------------------------------
November 19, 1998 38,000 $12.830
---------------------------------------------------------------
November 19, 1998 8,000 $12.800
---------------------------------------------------------------
November 19, 1998 10,000 $12.750
---------------------------------------------------------------
November 20, 1998 20,500 $13.050
---------------------------------------------------------------
</TABLE>
Page 10 of 14
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EXHIBIT INDEX
Exhibit 99.7 Nabors Industries, Inc. Press Release dated November 23, 1998.
Page 11 of 14
<PAGE> 1
EXHIBIT 99.7
Monday November 23, 1:44 p.m. Eastern Time
Company Press Release
SOURCE: Nabors Industries, Inc.
Nabors Calls Special Meeting of Pool Shareholders;
Strongly Recommends that Pool Shareholders Support Sale of Company
HOUSTON, TEXAS November 23, 1998 /PRNewswire/ -- 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
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
Page 12 of 14
<PAGE> 2
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.
"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
Nabors; Jack Wexler, Director of Nabors; Martin J. Whitman, 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
Page 13 of 14
<PAGE> 3
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
Page 14 of 14
