UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
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)
November 24, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on the following pages)
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SCHEDULE 13D
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, OO
(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
NUMBER OF (7) SOLE VOTING POWER 897.09
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 102.91
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER 897.09
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 102.91
WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
(14) TYPE OF REPORTING PERSON
CO, HC
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SCHEDULE 13D
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
OO
(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
NUMBER OF (7) SOLE VOTING POWER 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 102.91
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER 0
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 102.91
WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
102.91
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.29%
(14) TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 to Schedule 13D amends and supplements the
Schedule 13D filed by Nabors Industries, Inc. on November 13, 1998, as amended
on November 23, 1998 and as further amended on January 13, 1999. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Schedule 13D. Except as amended and supplemented hereby, the Schedule 13D
remains in effect.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 24, 1999, Nabors completed the acquisition of Pool Energy
Services Co. The acquisition was consummated through a merger of Starry
Acquisition Corp., a Texas corporation and a wholly-owned subsidiary of Nabors,
with and into Pool, pursuant to the previously announced Agreement and Plan of
Merger, dated as of January 10, 1999, as amended, by and among Nabors, Starry
Acquisition Corp. and Pool. The merger agreement and the merger were approved by
the shareholders of Pool at a special meeting of shareholders held on September
28, 1999.
Pursuant to the terms of the merger agreement, as of the effective
time of the Merger, each outstanding share of common stock, without par value,
of Pool, other than shares of Pool common stock held in the treasury of Pool and
shares owned by Nabors or any of its subsidiaries, was converted into the right
to receive 1.025 shares of common stock, par value $.10 per share, of Nabors. At
the effective time, the former shareholders of Pool received approximately
19,260,082 shares of Nabors common stock in the aggregate. Pursuant to the
merger agreement, Nabors will pay cash instead of fractional shares of Pool
common stock based on a price per share of $26.43. Nabors will use working
capital to finance such amount.
Pursuant to the merger agreement, at the effective time, options to
purchase 149,774 shares of Pool common stock were exchanged for options to
purchase 153,519 shares of Nabors common stock and options to purchase 1,111,461
shares of Pool common stock were exchanged for approximately $17.7 million in
cash in the aggregate. In each case, all options to purchase Pool common stock
were cancelled and ceased to be outstanding.
The foregoing description of the merger agreement does not purport to
be complete and is qualified in its entirety by reference to the merger
agreement incorporated herein by reference to Annex A to the Joint Proxy
Statement/Prospectus dated August 9, 1999, forming part of the Registration
Statement on Form S-4 (Registration No. 333-84781) of Nabors.
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ITEM 4. PURPOSE OF TRANSACTION.
(a) Not applicable.
(b) The purpose of the merger was to acquire the entire equity
interest in Pool. See Item 3 for a description of the merger and the merger
agreement.
In addition, following the merger, Pool reincorporated in
Delaware and changed its legal name to Nabors Holding Company. The
reincorporation of Pool in Delaware and its name change to Nabors Holding
Company is part of a larger process of integrating Pool and its subsidiaries
into the Nabors group of companies.
(c) Not applicable.
(d) In accordance with the terms of the merger agreement, at the
effective time, the board of directors of Starry Acquisition Corp. became the
board of directors of Pool as the surviving corporation in the merger and the
officers of Starry Acquisition Corp. became the officers of Pool. Nabors may
make further changes to the board of directors and management of Nabors Holding
Company following the date hereof.
(e) Nabors Holding Company's Certificate of Incorporation provides
that the authorized capital stock of Nabors Holding Company is 1,000 shares of
common stock, par value $.10 per share. Following the reincorporation, Nabors
continues to own approximately 90% of the voting securities of Nabors Holding
Company and Nabors Alaska continues to own the remaining 10% of the voting
securities of Nabors Holding Company.
(f) As set forth in the response to section (b) of this Item 4,
Nabors is currently in the process of integrating Pool and its subsidiaries with
the Nabors group of companies. Accordingly, Nabors may make additional changes
to the business and/or corporate structure of Nabors Holding Company.
(g) In accordance with the terms of the merger agreement, at the
effective time, the Articles of Incorporation and the Bylaws of Pool were
amended to, among other things, change the authorized capital stock of Pool and
change the number of directors of Pool. In addition, the reincorporation of Pool
in Delaware and the name change to Nabors Holding Company included the filing of
a Certificate of Incorporation in Delaware and the adoption of Bylaws of Nabors
Holding Company.
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(h) Prior to the effective time of the merger, Pool common stock was
quoted on the Nasdaq National Market System. Nabors and Pool caused the Pool
common stock to cease to be quoted on such system.
(i) Nabors intends to cause the Pool common stock to become eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended, as soon practicable.
(j) Except as set forth in this Amendment, Nabors has no present
plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (i) of this Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the merger (including the conversion of the common
stock of Starry Acquisition Corp. into common stock of the surviving
corporation), and the subsequent reincorporation of Pool in Delaware as Nabors
Holding Company, Nabors beneficially owns an aggregate of 1,000 shares of common
stock of Nabors Holding Company. Such shares constitute 100% of the outstanding
Nabors Holding Company common stock. Nabors Alaska beneficially owns 102.91
shares of Nabors Holding Company common stock. Such shares constitute
approximately 10.29% of the outstanding Nabors Holding Company common stock.
(b) Nabors has the sole power to vote and the sole power to dispose
of 897.09 shares of Nabors Holding Company common stock reported herein as being
beneficially owned by it. Nabors has shared power to vote and shared power to
dispose of 102.91 shares of Nabors Holding Company common stock reported herein
as being beneficially owned by it. Such power is shared with Nabors Alaska.
(c) Other than the merger and the reincorporation and as otherwise
described herein, there have been no transactions with respect to Pool common
stock in the past 60 days prior to the date hereof by Nabors or Nabors Alaska.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 3 for a description of the treatment of options to purchase
Pool Common Stock in the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
2.1 Agreement and Plan of Merger by and among Nabors, Pool and Starry
Acquisition Corp., dated as of January 10, 1999, as amended
(incorporated herein by reference to Annex A to the Joint Proxy
Statement/Prospectus dated August 9, 1999, forming part of the
Registration Statement on Form S-4 (Registration No. 333-84781)
of Nabors).
2.2 Second Amendment to Merger Agreement, dated November 24, 1999
(incorporated by reference to Nabors Industries, Inc.'s Current
Report on Form 8-K (Commission File No. 1-9245) dated November
24, 1999).
99.1 Press Release, issued by Nabors and Pool on November 24, 1999
(incorporated by reference to Nabors Industries, Inc. Current
Report on Form 8-K (Commission File No. 1-9245) dated November
24, 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: December 1, 1999 By: /s/ Anthony G. Petrello
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Anthony G. Petrello
President
NABORS ALASKA DRILLING, INC.
Date: December 1, 1999 By: /s/ Richard A. Stratton
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Richard A. Stratton
Vice President
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