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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 OMB APPROVAL
|X| CHECK THIS BOX IF NO LONGER STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OMB NUMBER: 3235-0287
SUBJECT TO SECTION 16. EXPIRES: DECEMBER 31, 2001
FORM 4 OR FORM 5 OBLIGATIONS Filed pursuant to Section 16(a) of the Securities ESTIMATED AVERAGE BURDEN
MAY CONTINUE. SEE Exchange Act of 1934, Section 17(a) of the HOURS PER RESPONSE........0.5
INSTRUCTION 1(B) Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(PRINT OR TYPE RESPONSES)
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<S> <C> <C>
1. NAME AND ADDRESS OF REPORTING 2. ISSUER NAME AND TICKER 6. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER
PERSON* OR TRADING SYMBOL (CHECK ALL APPLICABLE)
___ DIRECTOR _X_ 10% OWNER
POOL ENERGY SERVICES ___ OFFICER (GIVE ___ OTHER (SPECIFY BELOW)
NABORS INDUSTRIES, INC. CO. (PESC) TITLE BELOW)
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(LAST) (FIRST) (MIDDLE) 3. I.R.S. IDENTIFICATION 4. STATEMENT FOR 7. INDIVIDUAL OR JOINT/GROUP FILING
NUMBER OF REPORTING MONTH/YEAR (CHECK APPLICABLE USE)
PERSON, IF AN ENTITY ___ FORM FILED BY ONE REPORTING PERSON
(VOLUNTARY) NOVEMBER 1999 _X_ FORM FILED BY MORE THAN ONE REPORTING
PERSON
515 WEST GREENS ROAD, SUITE 1200 93-0711613 5. IF AMENDMENT,
(STREET) DATE OF ORIGINAL
(MONTH/YEAR)
HOUSTON TX 77042
(CITY) (STATE) (ZIP) November 1998
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TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. TITLE OF SECURITY 2. TRANSACTION 3. TRANSACTION 4. SECURITIES ACQUIRED (A) 5. AMOUNT OF 6. OWNERSHIP 7. NATURE OF
(INSTR. 3) DATE CODE OR DISPOSED OF (D) SECURITIES FORM: DIRECT INDIRECT
(INSTR. 8) (INSTR. 3, 4 AND 5) BENEFICIALLY (D) OR BENEFICIAL
OWNED AT END INDIRECT (I) OWNERSHIP
(MONTH/DAY/ CODE V AMOUNT (A) OR (D) PRICE OF MONTH (INSTR. 4) (INSTR. 4)
YEAR) (INSTR. 3)
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COMMON STOCK, 11/24/99 J(1) 18,792,323(1) A (1) 1,000(2) D
NO PAR VALUE
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COMMON STOCK, 102.91(2) I BY NABORS
NO PAR VALUE ALASKA DRILLING,
INC. (WHOLLY-
OWNED
SUBSIDIARY)
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REMINDER: REPORT ON A SEPARATE LINE FOR EACH CLASS OF SECURITIES BENEFICIALLY OWNED DIRECTLY OR INDIRECTLY. (OVER)
*IF THE FORM IS FILED BY MORE THAN ONE REPORTING PERSON, SEE INSTRUCTION 4(B)(V). SEC 1474 (7-96)
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FORM 4 (CONTINUED)
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. TITLE OF DERIVATIVE 2. CONVERSION OR 3. TRANSACTION DATE 4. TRANSACTION CODE 5. NUMBER OF DERIVATIVE 6. DATE EXERCISABLE
SECURITY (INSTR. 3) EXERCISE PRICE (MONTH/DAY/YEAR) (INSTR. 8) SECURITIES ACQUIRED AND EXPIRATION DATE
OF DERIVATIVE (A) OR DISPOSED OF (MONTH/DAY/YEAR)
SECURITY (D) (INSTR. 3, 4
AND 5)
DATE EXPIRATION
CODE V (A) (D) EXERCISABLE DATE
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EMPLOYEE STOCK OPTIONS (4) 11/24/99 J(3) 149,774 (3) (3)
(RIGHT TO BUY)
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7. TITLE AND AMOUNT OF 8. PRICE OF DERIVATIVE 9. NUMBER OF DERIVATIVE 10. OWNERSHIP FORM OF 11. NATURE OF INDIRECT
UNDERLYING SECURITIES SECURITY SECURITIES BENEFICIALLY DERIVATIVE SECURITY: BENEFICIAL OWNERSHIP
(INSTR. 3 AND 4) (INSTR. 5) OWNED AT END OF MONTH DIRECT (D) OR (INSTR. 4)
(INSTR. 4) INDIRECT (I)
(INSTR. 4)
AMOUNT OR
NUMBER OF
TITLE SHARES
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COMMON STOCK 149,774 3 0 D
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1. TITLE OF DERIVATIVE 2. CONVERSION OR 3. TRANSACTION DATE 4. TRANSACTION CODE 5. NUMBER OF DERIVATIVE 6. DATE EXERCISABLE
SECURITY (INSTR. 3) EXERCISE PRICE (MONTH/DAY/YEAR) (INSTR. 8) SECURITIES ACQUIRED AND EXPIRATION DATE
OF DERIVATIVE (A) OR DISPOSED OF (MONTH/DAY/YEAR)
SECURITY (D) (INSTR. 3, 4
AND 5)
DATE EXPIRATION
CODE V (A) (D) EXERCISABLE DATE
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EMPLOYEE STOCK OPTIONS (4) 11/24/99 J(3) 1,111,461 (3) (3)
(RIGHT TO BUY)
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7. TITLE AND AMOUNT OF 8. PRICE OF DERIVATIVE 9. NUMBER OF DERIVATIVE 10. OWNERSHIP FORM OF 11. NATURE OF INDIRECT
UNDERLYING SECURITIES SECURITY SECURITIES BENEFICIALLY DERIVATIVE SECURITY: BENEFICIAL OWNERSHIP
(INSTR. 3 AND 4) (INSTR. 5) OWNED AT END OF MONTH DIRECT (D) OR (INSTR. 4)
(INSTR. 4) INDIRECT (I)
(INSTR. 4)
AMOUNT OR
NUMBER OF
TITLE SHARES
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COMMON STOCK 1,111,461 3 0 D
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Page 2
SEC 1474 (7-96)
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EXPLANATION OF RESPONSES:
(1) SHARES ACQUIRED IN A MERGER (THE "MERGER") BETWEEN A WHOLLY-OWNED SUBSIDIARY ("MERGER SUB") OF THE REPORTING PERSON AND THE
ISSUER PURSUANT TO AN AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF JANUARY 10, 1999, AS AMENDED, BY AND
AMONG THE REPORTING PERSON, MERGER SUB AND THE ISSUER. PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, EACH SHARE OF COMMON
STOCK, WITHOUT PAR VALUE, OF THE ISSUER ("ISSUER COMMON STOCK") ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME
OF THE MERGER, OTHER THAN SHARES HELD IN THE TREASURY OF THE ISSUER, WHICH WERE CANCELLED, AND SHARES HELD BY THE REPORTING
PERSON AND ITS SUBSIDIARIES WHICH REMAINED OUTSTANDING AND WERE UNAFFECTED BY THE MERGER, WAS CONVERTED INTO THE RIGHT TO
RECEIVE 1.025 SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE, OF THE REPORTING PERSON ("REPORTING PERSON COMMON STOCK") AND
WAS CANCELLED AND CEASED TO BE OUTSTANDING. THE ISSUER WAS THE SURVIVING CORPORATION IN THE MERGER. AS A RESULT OF THE MERGER,
THE ISSUER IS 100% OWNED BY THE REPORTING PERSON AND NABORS ALASKA DRILLING, INC. ("NADI"), A WHOLLY-OWNED SUBSIDIARY OF THE
REPORTING PERSON. CASH WAS PAID IN LIEU OF FRACTIONAL SHARES IN THE MERGER. SUCH NUMBER OF FRACTIONAL SHARES IS NOT KNOWN AS
OF THE DATE HEREOF BUT IN NO EVENT WILL EXCEED 2,000 SHARES IN THE AGGREGATE.
(2) FOLLOWING THE EFFECTIVE TIME OF THE MERGER, THE ISSUER WAS REINCORPORATED IN DELAWARE PURSUANT TO A MERGER WITH AND INTO
NABORS HOLDING COMPANY, A WHOLLY-OWNED SUBSIDIARY OF THE REPORTING PERSON. NABORS HOLDING COMPANY WAS THE SURVIVING
CORPORATION IN SUCH MERGER. PURSUANT TO THE TERMS OF SUCH MERGER, NABORS HOLDING COMPANY, AS THE SURVIVING CORPORATION, HAS AN
AUTHORIZED CAPITAL STOCK CONSISTING OF 1,000 COMMON SHARES, PAR VALUE $.10 PER SHARE. THE REPORTING PERSON IS THE BENEFICIAL
OWNER OF ALL 1,000 SHARES, 102.91 OF WHICH ARE HELD INDIRECTLY THROUGH NADI.
(3) PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, EACH HOLDER OF AN OUTSTANDING OPTION TO PURCHASE ISSUER COMMON STOCK COULD
ELECT TO HAVE SUCH OPTIONS EXCHANGED FOR OPTIONS TO PURCHASE A NUMBER OF SHARES OF REPORTING PERSON COMMON STOCK EQUAL TO THE
PRODUCT OF THE NUMBER OF SHARES OF ISSUER COMMON STOCK COVERED BY SUCH OPTIONS IMMEDIATELY PRIOR TO THE EFFECTIVE TIME OF THE
MERGER MULTIPLIED BY 1.025. HOLDERS OF OPTIONS TO PURCHASE 149,774 SHARES OF ISSUER COMMON STOCK ELECTED THIS ALTERNATIVE AND
THE REPORTING PERSON ISSUED OPTIONS TO PURCHASE 153,519 SHARES OF REPORTING PERSON COMMON STOCK PURSUANT TO SUCH EXCHANGES.
ALTERNATIVELY, HOLDERS OF OUTSTANDING OPTIONS TO PURCHASE ISSUER COMMON STOCK COULD ELECT TO RECEIVE CASH IN EXCHANGE FOR FULL
CANCELLATION OF SUCH OPTIONS. HOLDERS OF OPTIONS TO PURCHASE 1,111,461 SHARES OF ISSUER COMMON STOCK ELECTED THIS ALTERNATIVE
AND THE REPORTING PERSON PAID APPROXIMATELY $17.7 MILLION IN CASH IN THE AGGREGATE IN EXCHANGE FOR THE FULL CANCELLATION OF
SUCH OPTIONS.
(4) THE EXERCISE PRICE OF THE OPTIONS TO PURCHASE ISSUER COMMON STOCK ACQUIRED IN THE MERGER RANGED FROM $6.22 TO $31.04.
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL NABORS INDUSTRIES, INC.
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
/S/ ANTHONY G. PETRELLO DECEMBER 10, 1999
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** SIGNATURE OF REPORTING PERSON DATE
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY SIGNED. IF SPACE IS INSUFFICIENT, SEE INSTRUCTION 6 FOR
PROCEDURE.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER.
PAGE 3
SEC 1474 (7-96)
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JOINT FILER INFORMATION
NAME: Nabors Alaska Drilling, Inc.
ADDRESS: 2525 C Street, Suite 200
Anchorage, Alaska 99503
DESIGNATED FILER: Nabors Industries, Inc.
ISSUER AND TICKER SYMBOL: Pool Energy Services Co. (PESC)
DATE OF EVENT
REQUIRING STATEMENT: November 24, 1999
SIGNATURE: NABORS ALASKA DRILLING, INC.
By: /s/ Daniel McLachlin
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Daniel McLachlin
Assistant Secretary
DATE: December 10, 1999
