SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 24, 1999
NABORS INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9245 930711613
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
515 West Greens Road, Suite 1200
Houston, Texas 77067
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 874-0035
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 24, 1999, Nabors Industries, Inc. (the "Registrant")
completed the acquisition of Pool Energy Services Co., a Texas corporation (the
"Company"). The acquisition was consummated through a merger (the "Merger") of
Starry Acquisition Corp. ("Purchaser"), a Texas corporation and a wholly-owned
subsidiary of the Registrant, with and into the Company, pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10,
1999, as amended, by and among the Registrant, Purchaser and the Company. The
Merger Agreement and the Merger were approved by the shareholders of the Company
at a special meeting of shareholders held on September 28, 1999. The Merger has
been accounted for using the purchase method. On November 24, 1999, the
Registrant issued a press release announcing consummation of the Merger.
Pursuant to the terms of the Merger Agreement, as of the effective
time of the Merger (the "Effective Time"), each outstanding share of common
stock, without par value, of the Company ("Company Common Stock"), other than
shares held in the treasury of the Company and shares owned by the Registrant or
any of its subsidiaries, was converted into the right to receive 1.025 shares of
common stock, par value $.10 per share, of the Registrant ("Registrant Common
Stock"). The conversion ratio was determined through arm's length negotiations.
At the effective time of the Merger, the former shareholders of the Company
received approximately 19,657,212 shares of Registrant Common Stock in the
aggregate. As a result of the Merger, the Registrant owns approximately 90% of
the voting securities of the Company and Nabors Alaska Drilling, Inc., an Alaska
corporation and a wholly-owned subsidiary of the Registrant, owns the remaining
10% of the voting securities of the Company.
Pursuant to the Merger Agreement, at the Effective Time options to
purchase 233,762 shares of Company Common Stock were exchanged for options to
purchase 239,623 shares of Registrant Common Stock and options to purchase
1,027,473 shares of Company Common Stock will be exchanged for approximately
$16.5 million in cash in the aggregate. In each case, all options to purchase
Company Common Stock were cancelled and ceased to be outstanding.
In accordance with the terms of the Merger Agreement, among other
things, at the Effective Time, the Board of Directors of the Registrant was
expanded to add one additional member, James L. Payne, Chief Executive Officer
of Santa Fe Snyder Corporation.
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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 the Registrant.
(b) The Registrant does not presently intend to change substantially
the business of the Company. Reference is made to the information contained in
the Proxy Statement/Prospectus under the caption "Summary - The Companies - Pool
Energy Services Co.", which information is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
As permitted by Item 7(a)(4) of Form 8-K, the Registrant intends
to file the required financial statements of the Company by amendment to this
Current Report on Form 8-K not later than 60 days after the date this report is
required to be filed.
(b) Pro Forma Financial Information.
As permitted by Item 7(b)(2) of Form 8-K, the Registrant intends
to file the required pro forma financial information by amendment to this
Current Report on Form 8-K not later than 60 days after the date this report is
required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 10, 1999, as
amended and restated as of August 6, 1999, by and among the
Registrant, Purchaser and the Company (incorporated 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 the Registrant).
2.2 Second Amendment to Merger Agreement, dated November 24, 1999.
99.1 Press Release dated November 24, 1999, issued by the Registrant.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NABORS INDUSTRIES, INC.
Date: November 24, 1999 By: /s/ Anthony G. Petrello
-------------------------------------
Anthony G. Petrello
President and Chief Operating Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of January 10, 1999, as amended
and restated as of August 6, 1999, by and among the Registrant,
Purchaser and the Company (incorporated 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
the Registrant).
2.2 Second Amendment to Merger Agreement, dated November 24, 1999.
99.1 Press Release dated November 24, 1999, issued by the Registrant.
Exhibit 2.2
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of November 24, 1999, hereby amends the Agreement and
Plan of Merger, dated as of January 10, 1999, as amended (the "Agreement"),
among NABORS INDUSTRIES, INC., a Delaware corporation ("Parent"), STARRY
ACQUISITION CORP., a Texas corporation ("Merger Sub"), and POOL ENERGY SERVICES
CO., a Texas corporation (the "Company"). Capitalized terms used but not defined
in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
WHEREAS, the parties wish to proceed to a closing of the Merger and
related transactions contemplated by the Agreement; and
WHEREAS, the parties wish to confirm their interpretation of Section
2.5 of the Agreement, and to delete provisions of Section 6.13 since it is not
necessary.
IN CONSIDERATION of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. For purposes of Section 2.5 of the Agreement, the parties agree
that the relevant stock option plan and form of stock option agreement governing
options to be issued pursuant to the Roll-Over Alternative and the Retirement
Roll-Over Alternative are those attached hereto as Exhibit A and Exhibit B.
2. The text of Section 6.13 of the Agreement is hereby deleted in its
entirety and the text "OMITTED" is hereby inserted in its place.
3. The Agreement, as amended hereby, is and shall continue to be in
full force and effect, and is hereby in all respects ratified and confirmed.
4. The Amendment shall be governed by and construed in accordance with
the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law. This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
NABORS INDUSTRIES, INC.
By: /s/ Anthony G. Petrello
-----------------------------------
Anthony G. Petrello
President and Chief Operating
Officer
STARRY ACQUISITION CORP.
By: /s/ Anthony G. Petrello
-----------------------------------
Anthony G. Petrello
President
POOL ENERGY SERVICES CO.
By: /s/ J. T. Jongebloed
-----------------------------------
J. T. Jongebloed
Chairman, President and Chief
Executive Officer
Exhibit 99.1
HOUSTON, TEXAS, NOVEMBER 24, 1999, NABORS INDUSTRIES, INC. (AMEX: NBR) today
announced that it has completed its acquisition of Pool Energy Services Co. Each
Pool share, other than those owned by Nabors, will be exchanged for 1.025 shares
of Nabors' common stock in a tax free transaction. Pool will remain a separate
entity and will retain all of its outstanding debt, which was $208 million at
September 30, 1999, including $150 million of Senior Subordinated Notes due
April 2008. It is anticipated that all of this debt except the Senior
Subordinated Notes will be paid off in the near future. The transaction is being
accounted for under the purchase method of accounting.
Gene Isenberg, Nabors Chairman and Chief Executive Officer commented, "The
consummation of this merger has been a long and arduous process, largely due to
regulatory and other unanticipated delays. Nonetheless, this extended closing
time has allowed us to thoroughly prepare for the immediate integration of Pool
into Nabors, thereby quickly effecting the anticipated economies. Currently, all
of Nabors' and Pool's operating units are profitable with positive momentum in
their rig activity and bid flow. We expect the merger to be initially neutral to
our results, but that it will enhance them as we further realize the synergies
of the combined entity. Although Pool will remain a separate subsidiary of
Nabors, and continue to file the required public filings, we will fully
integrate the corporate functions and the operational management of both
entities' Alaskan, offshore and international businesses immediately. Pool's
well servicing and marine transportation business will continue to operate as
individual units."
"Finally, I wish to welcome all of Pool's employees, customers and shareholders
on behalf of myself, our board and our employees. We are happy to have this
highly regarded group of people and assets as an addition to the Nabors group of
companies."
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The Nabors companies actively market over 500 land drilling and 790 land
workover rigs worldwide. Offshore, Nabors operates 45 platform rigs worldwide,
as well as 13 jack-ups, two barge drilling rigs and 29 marine transportation and
support vessels in the Gulf of Mexico. Nabors participates in most of the
significant oil, gas, and geothermal markets in the world. Nabors also
manufactures top drives and drilling instrumentation systems and provides
comprehensive oilfield hauling, engineering, civil construction, logistics and
facilities maintenance, and project management services.
The information above includes forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Such
forward-looking statements are subject to certain risks and uncertainties, as
disclosed by Nabors from time to time in its filings with the Securities and
Exchange Commission. As a result of these factors, Nabors' actual results may
differ materially from those indicated or implied by such forward-looking
statements.
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Nabors' stock is listed on the American Stock Exchange (NBR). For further
information, please contact Dennis A. Smith at Nabors at (281) 874-0035. To
request Investor Materials, call (281) 775-8000 - extension 6363.
