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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
POOL ENERGY SERVICES CO.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
732788-10-4
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(CUSIP Number)
Anthony G. Petrello
Nabors Industries, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
281/874-0035
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 10, 1999
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(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)
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SCHEDULE 13D
<TABLE>
<S> <C> <C>
CUSIP No. 732788-10-4
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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
</TABLE>
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SCHEDULE 13D
<TABLE>
<S> <C> <C>
CUSIP No. 732788-10-4
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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
</TABLE>
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ITEM 4. PURPOSE OF TRANSACTION
As of January 10, 1999, Nabors and Starry Acquisition Corp., a Texas
corporation and a wholly owned subsidiary of Nabors ("Merger Sub"), entered
into a definitive agreement and plan of merger (the "Merger Agreement") with
Pool. The Merger Agreement provides, subject to certain conditions set forth
therein, that Merger Sub will be merged (the "Merger") with and into Pool, with
Pool continuing as the surviving corporation and a wholly owned subsidiary of
Nabors. At the effective time of the Merger, each share of common stock,
without par value, of Pool (the "Pool Common Stock") issued and outstanding
(excluding any treasury shares held by Pool or any of its subsidiaries and
shares held by Nabors or any of its subsidiaries), including the associated
common stock purchase rights, if any, outstanding at the effective time of the
Merger, will be converted into the right to receive 1.025 shares of common
stock, par value $.10 per share, of Nabors (the "Nabors Common Stock"). On
January 11, 1999, Nabors and Pool issued a joint press release announcing the
execution of the Merger Agreement, and the termination of the January 12, 1999
meeting of Pool shareholders previously called by Nabors.
The closing of the Merger is subject to certain conditions, including, among
other things, the approval of the holders of at least two-thirds of the Pool
Common Stock, the registration with the Securities and Exchange Commission of
the shares of Nabors Common Stock to be issued in connection with the Merger
and the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
In connection with the Merger Agreement, Pool has taken all actions necessary
to cause the Rights Agreement, dated as of June 7, 1994, between Pool and The
First National Bank of Boston as Rights Agent, to be amended so that the Merger
Agreement and the Merger will not cause the common stock purchase rights to
become exercisable and that the common stock purchase rights will expire
immediately prior to the closing of the Merger.
The description of the Merger Agreement and the press release does not
purport to be complete, and is qualified in its entirety by reference to the
Merger Agreement and the press release, which are filed as exhibits to this
Schedule 13D and are incorporated by reference in response to this Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As noted in response to Item 4, as of January 10, 1999, Nabors, Merger Sub
and Pool entered into the Merger Agreement. Pursuant to the Merger Agreement,
Pool, through its Board of Directors, has agreed to recommend that Pool's
shareholders approve of the Merger Agreement and the Merger, subject to
fiduciary duties and the terms of the Merger Agreement. Pool, through its
Board of Directors, also has agreed to vote the 769,231 shares of Pool Common
stock subject to that certain voting agreement dated as of March 31, 1998,
between Pool and Alton A. Gonsoulin in favor of the Merger Agreement and the
Merger. The response to this Item 6 is qualified in its entirety by reference
to the Merger Agreement, which is incorporated by reference in response to this
Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.8 Agreement and Plan of Merger, dated as of January 10, 1999, by and among
Nabors Industries, Inc., Starry Acquisition Corp. and Pool Energy
Services Co. (incorporated by reference to Nabors Industries, Inc.
Current Report on Form 8-K (File No. 1-9245) dated January 10, 1999).
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99.9 Press Release, issued by Nabors and Pool on January 11, 1999
(incorporated by reference to Nabors Industries, Inc. Current Report on
Form 8-K (File No. 1-9245) dated January 10, 1999).
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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: January 13, 1999 /s/ Richard A. Stratton
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Richard A. Stratton
Vice Chairman
NABORS ALASKA DRILLING, INC.
Date: January 13, 1999 /s/ Richard A. Stratton
--------------------------------
Richard A. Stratton
Vice President
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