<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
This Amendment to Current Report on Form 8-K amends the Current Report on Form
8-K filed by Nabors Industries, Inc. on November 24, 1999, as amended by the
Amendment to Current Report on Form 8-K/A filed December 6, 1999 (as so amended,
the "Form 8-K"). Capitalized terms used and not defined herein have the meanings
ascribed to such terms in the Form 8-K. Except as amended hereby, the Form 8-K
remains in effect.
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
On November 24, 1999, Nabors Industries, Inc. acquired all of the
common stock of Pool Energy Services Co. in a merger in which Starry Acquisition
Corp., a wholly owned subsidiary of Nabors, merged with and into Pool, with Pool
surviving the merger and becoming a wholly owned subsidiary of Nabors. As a
result of the merger, Nabors owns all of the issued and outstanding common stock
of Pool. All obligations of Pool prior to the merger, including its debt,
remained obligations of Pool after the merger. Certain information about the
transaction was reported in a Form 8-K filed November 24, 1999. The required pro
forma information was not available at that time. The following financial
statements and financial information are filed as part of this amendment to the
Form 8-K.
(a) Financial Statements of the Business Acquired
The financial statements required to be filed were previously reported
in Pool's annual report on Form 10-K for the year ended December 31, 1998 filed
with the Securities and Exchange Commission on March 30, 1999. These financial
statements are filed as an exhibit to this Form 8-K/A and are incorporated into
this document by reference.
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed financial
statements give effect to the acquisition of all of the outstanding capital
stock of Bayard and Pool by Nabors and the completion by Nabors of three
separate debt transactions. The pro forma combination of Nabors, Bayard and Pool
has been accounted for under the purchase method of accounting.
The Unaudited Pro Forma Combined Condensed Balance Sheets are derived
from the unaudited condensed consolidated balance sheets of Nabors and Pool and
are presented as if the merger was consummated on September 30, 1999. The
Unaudited Pro Forma Combined Condensed Statements of Operations for the nine
months ended September 30, 1999 and the year ended December 31, 1998 are
presented as if the mergers of Nabors, Bayard and Pool were consummated on
January 1, 1998. The Unaudited Pro Forma Combined Condensed Statements of
Operations for the year ended December 31, 1998 also give effect to the results
of operations for Sea Mar, Inc. as if it was acquired by Pool on January 1,
1998.
The unaudited pro forma combined condensed financial statements do not
purport to indicate what the combined results of operations of Nabors, Bayard
and Pool would have been had the merger occurred as of the dates indicated or
the results of operations that may be obtained in the future. The Unaudited Pro
Forma Combined Condensed Statements of Operations do not reflect the anticipated
cost savings resulting from integration of the operations of Nabors, Bayard and
Pool. The pro forma adjustments described in the accompanying notes are based on
estimates derived from information currently available.
The unaudited pro forma financial information should be read in
conjunction with the consolidated financial statements and related notes of
Nabors, Bayard and Pool contained in each company's Annual Reports on Form 10-K
for the year ended December 31, 1998 and each company's Quarterly Report on Form
10-Q for the nine months ended September 30, 1999, all of which are incorporated
by reference into this document.
2
<PAGE> 3
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 30, 1999
(In thousands)
<TABLE>
<CAPTION>
Historical Pro Forma
-------------------------- -----------------------------
Nabors Pool Adjustments Combined
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 154,618 $ 17,898 $ $ 172,516
Marketable securities 20,340 -- 20,340
Accounts receivable, net 114,621 71,956 186,577
Inventory and supplies 18,107 14,453 (3,934)(b) 28,626
Prepaid expenses and other current assets 46,346 22,892 (1,327)(b) 67,911
----------- ----------- ----------- -----------
Total current assets 354,032 127,199 (5,261) 475,970
Property, plant and equipment, net 1,207,499 426,199 (14,455)(b) 1,619,243
Marketable securities 54,409 -- (54,409)(a) --
Goodwill, net 43,328 59,058 75,910 (b) 178,296
Other long-term assets 55,748 51,214 (6,059)(b) 100,903
----------- ----------- ----------- -----------
Total assets $ 1,715,016 $ 663,670 $ (4,274) $ 2,374,412
----------- ----------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations $ 1,877 $ 625 $ $ 2,502
Trade accounts payable and accrued liabilities 136,746 62,498 49,585 (a) 245,899
(2,930)(b)
Income taxes payable 12,440 4,037 16,477
----------- ----------- ----------- -----------
Total current liabilities 151,063 67,160 46,655 264,878
Long-term obligations 325,156 207,222 532,378
Other long-term liabilities 44,385 40,687 (11,532)(b) 87,540
14,000 (b)
Deferred income taxes 3,179 56,883 (10,340)(a) 32,981
(16,741)(b)
----------- ----------- ----------- -----------
Total liabilities 523,783 371,952 22,042 917,777
----------- ----------- ----------- -----------
Commitments and contingencies
Stockholders' equity:
Capital stock 11,752 235,836 1,957 (a) 13,709
(235,836)(b)
Capital in excess of par value 673,552 -- 281,051 (a) 954,603
Accumulated other comprehensive income (loss) 12,174 (434) 434 (b) (5,432)
(17,606)(a)
Retained earnings 498,572 56,316 (56,316)(b) 498,572
Less treasury stock, at cost (4,817) -- (4,817)
----------- ----------- ----------- -----------
Total stockholders' equity 1,191,233 291,718 (26,316) 1,456,635
----------- ----------- ----------- -----------
Total liabilities and stockholders' equity $ 1,715,016 $ 663,670 $ (4,274) $ 2,374,412
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these pro forma combined
condensed financial statements.
3
<PAGE> 4
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical Pro Forma Historical
------------------------- --------------------------- ------------
Nabors and
Nabors Bayard (c) Adjustments Bayard Pool
------------ ----------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 421,683 $ 10,976 $ $ 432,659 $ 236,637
Earnings from unconsolidated affiliates 3,633 - 3,633 7,029
------------- ----------- ----------- ------------- -------------
Total revenues 425,316 10,976 - 436,292 243,666
------------- ----------- ----------- ------------- -------------
Operating expenses:
Direct costs 268,086 12,688 280,774 170,147
General and administrative expenses 46,368 2,341 (560)(d) 48,149 39,674
Depreciation and amortization 69,074 3,388 (1,689)(e) 70,773 34,337
------------- ----------- ----------- ------------- -------------
Operating expenses 383,528 18,417 (2,249) 399,696 244,158
------------- ----------- ----------- ------------- -------------
Operating income (loss) 41,788 (7,441) 2,249 36,596 (492)
------------- ----------- ----------- ------------- -------------
Other (expense) income:
Interest expense (23,339) (3,225) 542 (f) (26,022) (13,397)
Interest income 7,316 40 7,356 -
Other income, net 7,026 (1,081) 5,945 5,862
------------- ----------- ----------- ------------- -------------
Other (expense) income (8,997) (4,266) 542 (12,721) (7,535)
------------- ----------- ----------- ------------- -------------
Income (loss) from continuing operations
before income taxes (benefit) 32,791 (11,707) 2,791 23,875 (8,027)
Income taxes (benefit) 12,788 (4,449) 1,090 (g) 9,429 (4,306)
------------- ----------- ----------- ------------- -------------
Net income (loss) $ 20,003 $ (7,258) $ 1,701 $ 14,446 $ (3,721)
============= =========== =========== ============= =============
Earnings per share from continuing
operations:
Basic $ .19 $ .13
------------- -------------
Diluted $ .17 $ .12
------------- -------------
Weighted average number of shares
outstanding:
Basic 106,887 2,056 (h) 108,943
------------- ------------- ------------
Diluted 115,604 2,056 (h) 117,660
------------- ------------- ------------
<CAPTION>
Pro Forma
-------------------------------------------------------
Adjustments Combined Adjustments Combined
------------- ----------- ------------ ------------
Revenues $ $ 669,296 $ $ 669,296
Earnings from unconsolidated affiliates 10,662 10,662
----------- ----------- ---------- -------------
Total revenues - 679,958 - 679,958
----------- ----------- ---------- -------------
Operating expenses:
Direct costs 450,921 450,921
General and administrative expenses (2,867)(d) 84,956 84,956
Depreciation and amortization 782 (e) 105,892 105,892
----------- ----------- ---------- -------------
Operating expenses (2,085) 641,769 - 641,769
----------- ----------- ---------- -------------
Operating income (loss) 2,085 38,189 - 38,189
----------- ----------- ---------- -------------
Other (expense) income:
Interest expense 902 (f) (38,517) 7,888 (i) (30,629)
Interest income 7,356 (2,940)(j) 4,416
Other income, net 11,807 11,807
----------- ----------- ---------- -------------
Other (expense) income 902 (19,354) 4,948 (14,406)
----------- ----------- ---------- -------------
Income (loss) from continuing operations
before income taxes (benefit) 2,987 18,835 4,948 23,783
Income taxes (benefit) 3,657 (g) 8,780 1,930 (g) 10,710
----------- ----------- ---------- -------------
Net income (loss) $ (670) $ 10,055 $ 3,018 $ 13,073
=========== =========== ========== =============
Earnings per share from continuing
operations:
Basic $ .08 $ $ .09
----------- -------------
Diluted $ .07 $ $ .09
----------- -------------
Weighted average number of shares
outstanding:
Basic 19,572 (h) 128,515 9,508 (i) 138,023
----------- ----------- ---------- -------------
Diluted 19,638 (h) 137,298 9,508 (i) 146,806
----------- ----------- ---------- -------------
</TABLE>
The accompanying notes are an integral part of these pro forma combined
condensed financial statements.
4
<PAGE> 5
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Historical Pro Forma Pro Forma
----------------------------- --------------------------- ------------
Nabors and Pool and
Nabors Bayard Adjustments Bayard Sea Mar
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 968,463 $ 79,072 $ $ 1,047,535 $ 469,274
Earnings from unconsolidated affiliates (306) - (306) 4,335
------------- ------------- --------- ------------ ------------
Total revenues 968,157 79,072 - 1,047,229 473,609
------------- ------------- --------- ------------ ------------
Operating expenses:
Direct costs 623,844 64,249 688,093 321,062
General and administrative expenses 77,026 4,312 (723)(d) 80,615 56,296
Depreciation and amortization 84,949 14,362 (7,436)(e) 91,875 42,134
------------- ------------- --------- ------------ ------------
Operating expenses 785,819 82,923 (8,159) 860,583 419,492
------------- ------------- --------- ------------ ------------
Operating income (loss) 182,338 (3,851) 8,159 186,646 54,117
------------- ------------- --------- ------------ ------------
Other income (expense):
Interest expense (15,463) (6,371) 1,086 (f) (20,748) (16,981)
Interest income 1,480 1,404 2,884 1,012
Other income, net 31,626 694 32,320 654
------------- ------------- --------- ------------ ------------
Other income (expense) 17,643 (4,273) 1,086 14,456 (15,315)
------------- ------------- --------- ------------ ------------
Income (loss) from continuing operations
before income taxes (benefit) 199,981 (8,124) 9,245 201,102 38,802
Income taxes (benefit) 74,993 (2,880) 3,756 (g) 75,869 14,802
------------- ------------- --------- ------------ ------------
Net income (loss) from continuing
operations $ 124,988 $ (5,244) $ 5,489 $ 125,233 $ 24,000
============= ============= ========= ============ ============
Earnings per share from continuing
operations:
Basic $ 1.24 $ 1.17
------------ ------------
Diluted $ 1.16 $ 1.10
------------ ------------
Weighted average number of shares
outstanding:
Basic 100,807 6,167 (h) 106,974
------------ --------- ------------
Diluted 112,555 6,167 (h) 118,722
------------ --------- ------------
<CAPTION>
Pro Forma
--------------------------------------------------------
Adjustments Combined Adjustments Combined
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Revenues $ $ 1,516,809 $ $ 1,516,809
Earningsfrom unconsolidated affiliates 4,029 4,029
----------- ------------- ---------- ------------
Total revenues - 1,520,838 - 1,520,838
----------- ------------- ---------- ------------
Operating expenses:
Direct costs 1,009,155 1,009,155
General and administrative expenses (1,064)(d) 135,847 135,847
Depreciation and amortization 1,294 (e) 135,303 135,303
----------- ------------- ---------- ------------
Operating expenses 230 1,280,305 - 1,280,305
----------- ------------- ---------- ------------
Operating income (loss) (230) 240,533 - 240,533
----------- ------------- ---------- ------------
Other income (expense):
Interest expense 1,064 (f) (36,665) 12,167 (i) (24,498)
Interest income 3,896 3,896
Other income, net 32,974 32,974
----------- ------------- ---------- ------------
Other income (expense) 1,064 205 12,167 12,372
----------- ------------- ---------- ------------
Income (loss) from continuing operations
before income taxes (benefit) 834 240,738 12,167 252,905
Income taxes (benefit) 1,748 (g) 92,419 4,563 (g) 96,982
----------- ------------- ---------- ------------
Net income (loss) from continuing
operations $ (914) $ 148,319 $ 7,604 $ 155,923
=========== ============= ========== ============
Earnings per share from continuing
operations:
Basic $ 1.17 $ 1.15
------------- ------------
Diluted $ 1.11 (k) $ 1.13
------------- ------------
Weighted average number of shares
outstanding:
Basic 19,572 (h) 126,546 9,508 (i) 136,054
----------- ------------- ---------- ------------
Diluted 19,638 (h) 138,360 138,360
----------- ------------- ---------- ------------
</TABLE>
The accompanying notes are an integral part of these pro forma combined
condensed financial statements.
5
<PAGE> 6
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
(In thousands)
<TABLE>
<CAPTION>
Historical Pro Forma
----------------------------------- -----------------------
Pool and
Pool Sea Mar Combined Adjustments Sea Mar
--------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Revenues $ 455,741 $ 13,533 $ 469,274 $ $ 469,274
Earnings from unconsolidated affiliates 4,335 -- 4,335 4,335
--------- --------- --------- ------ ---------
Total revenues 460,076 13,533 473,609 -- 473,609
--------- --------- --------- ------ ---------
Operating expenses:
Direct costs 316,558 4,504 321,062 321,062
General and administrative expenses 55,355 941 56,296 56,296
Depreciation and amortization 39,766 609 40,375 1,759 (l) 42,134
--------- --------- --------- ------ ---------
Operating expenses 411,679 6,054 417,733 1,759 419,492
--------- --------- --------- ------ ---------
Operating income 48,397 7,479 55,876 (1,759) 54,117
--------- --------- --------- ------ ---------
Other income (expense):
Interest expense (14,672) (323) (14,995) (1,986)(m) (16,981)
Interest income 954 58 1,012 1,012
Other income, net 654 904 1,558 (904)(n) 654
--------- --------- --------- ------ ---------
Other income (expense) (13,064) 639 (12,425) (2,890) (15,315)
--------- --------- --------- ------ ---------
Income from continuing operations
before income taxes 35,333 8,118 43,451 (4,649) 38,802
Income taxes 13,525 2,841 16,366 (1,564)(g) 14,802
--------- --------- --------- ------ ---------
Net income from continuing operations $ 21,808 $ 5,277 $ 27,085 $ (3,085) $ 24,000
========= ========= ========= ====== =========
</TABLE>
The accompanying notes are an integral part of these pro forma combined
condensed financial statements.
6
<PAGE> 7
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
The following is a summary of the significant assumptions and adjustments used
in preparing the Unaudited Pro Forma Combined Condensed Balance Sheets as of
September 30, 1999 and the Unaudited Pro forma Combined Condensed Statements of
Operations for the nine months ended September 30, 1999 and the year ended
December 31, 1998.
(a) To reflect the purchase of Pool by the issuance of 19,571,875 shares of
Nabors common stock in exchange for 100% of the issued and outstanding
shares of Pool common stock not owned by Nabors prior to the merger and
certain Pool shares issuable in connection with a long-term incentive plan.
The shares issued reflect the conversion of each Pool share into 1.025
shares of Nabors common stock. Nabors common stock was valued at $14.3875
per share, which represents the average market price of Nabors common stock
for the five day period beginning one day prior to the merger announcement
date. The Pool common stock owned by Nabors prior to the merger was valued
at historical cost. As of September 30, 1999, these shares had a fair
market value of $54.4 million, which included unrealized gains of $17.6
million, net of deferred taxes totaling $10.3 million. Additionally, the
purchase price reflects the issuance by Nabors of approximately 305,000
options to purchase Nabors common stock, which were valued at their
estimated fair market value using the Black-Scholes option pricing model,
in exchange for the outstanding options of Pool. The preliminary purchase
price has been calculated as follows:
<TABLE>
<CAPTION>
(In thousands)
<S> <C>
Nabors common stock, valued at $14.3875 per share $ 281,590
Pool common stock previously owned by Nabors (at cost) 26,463
Nabors stock options 1,418
Estimated acquisition costs (including change of control
payments, severance and other costs) 49,585
-------------
Purchase price, including estimated acquisition costs $ 359,056
=============
</TABLE>
(b) The purchase price including estimated acquisition costs has been
allocated to assets acquired and liabilities assumed based upon their
estimated fair values. The preliminary allocation of the purchase price
of Pool is as follows:
<TABLE>
<CAPTION>
Debit (Credit)
Historical Purchase Price Pro Forma
Amount Allocation Adjustments
---------------- ----------------- ----------------
(In thousands)
<S> <C> <C> <C>
Current assets $ 127,199 $ 121,938 $ (3,934) (i)
(1,327) (ii)
Property, plant and equipment, net 426,199 411,744 (14,455) (iii)
Goodwill, net 59,058 134,968 75,910 (iv)
Other long-term assets 51,214 45,155 (3,717) (ii)
(2,342) (v)
Current liabilities (67,160) (64,230) 2,930 (vi)
Long-term obligations (207,222) (207,222) -
Other long-term liabilities (40,687) (43,155) 11,532 (vi)
(14,000) (vii)
Deferred income taxes (56,883) (40,142) 16,741 (viii)
Capital stock (235,836) - 235,836 (ix)
Accumulated other comprehensive
income 434 - (434) (ix)
Retained earnings (56,316) - 56,316 (ix)
---------------- ----------------- ----------------
$ - $ 359,056 $ 359,056
================ ================= ================
</TABLE>
7
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NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(i) To reduce the carrying value of inventory to fair market
value.
(ii) To eliminate current and long-term deferred financing costs
associated with Pool's $150.0 million, 8.625%, Senior
Subordinated Notes due 2008 (the "Pool 8.625% Notes").
(iii) To reduce the carrying value of property, plant and equipment
to fair market value.
(iv) The excess of the purchase price over the estimated fair value
of the identifiable assets acquired and liabilities assumed
has been accounted for as goodwill.
(v) To reduce the carrying value of investment in affiliates to
fair market value.
(vi) To eliminate certain current and long-term deferred gains.
(vii) To record an additional liability resulting from the current
funded status of Pool's pension plans and other post
retirement benefit plans, as well as to record additional
estimated workers' compensation liabilities.
(viii) To adjust deferred tax obligations for differences between the
financial statement basis and the tax basis of the
identifiable assets acquired and liabilities assumed.
(ix) To eliminate the historical stockholders' equity of Pool.
(c) Represents the results of operations for Bayard prior to their
acquisition by Nabors. Operations subsequent to the date of purchase of
Bayard on April 7, 1999 are included in Nabors historical results.
(d) To eliminate nonrecurring merger related costs.
(e) Depreciation and amortization is adjusted to reflect Nabors
depreciation policy, as well as to reflect the reduction in the value
assigned to property, plant and equipment for Bayard and Pool.
Depreciation and amortization is increased to reflect the amortization
of goodwill recorded in both transactions over a thirty-year period.
(f) Interest expense is adjusted to reflect the amortization of the fair
value premium recorded for Bayard's $100.00 million, 11%, Senior Notes
due 2005 (the "Bayard 11% Notes"). The fair value of the Bayard 11%
Notes was estimated based on the present value of amounts to be paid,
discounted at a rate currently available to Bayard for borrowings with
similar terms and maturities. Interest expense is also adjusted for the
elimination of historical amortization of deferred financing costs
associated with the Bayard 11% Notes and the Pool 8.625% Notes.
(g) Income tax expense is adjusted to reflect the tax effect of the pro
forma adjustments, as well as to reflect the combined tax position of
the pro forma combined companies.
(h) Assumes that 6,167,036 Nabors shares were exchanged for 100% of the
Bayard shares and that 19,571,875 Nabors shares were exchanged for 100%
of the Pool shares at the beginning of the periods presented. The
diluted amount also includes the dilutive effect of stock options.
(i) To reduce interest expense to reflect the three significant debt
transactions that occurred during July 1999 and August 1999 that
include: (i) the tender of $100.0 million aggregate principal amount of
the Bayard 11% Notes at 111%, excluding the $4.2 million owned by a
Nabors affiliate, with the associated debt premium of $10.5 million,
(ii) the pre-payment of Nabors $40.0 million, 9.18%, Senior Secured
Notes, together with accrued interest and the associated pre-payment
premium of $4.5 million and (iii) the conversion of $172.3 million of
Nabors $172.5 million, 5% Convertible Subordinated Notes due 2006 (the
"5% Notes") into 9,508,158 shares of Nabors common stock, the
redemption of the remaining $163,000 of outstanding 5% Notes, plus
related fees and deferred financing costs of $215,000. In connection
with the Bayard 11% Notes transaction, the Company recognized a pre-tax
extraordinary gain of $4.7 million resulting from the repayment of the
notes at less than the amount recorded on the Company's books. In
connection with the $40.0 million, 9.18% Senior Secured Notes, the
Company recognized a pre-tax extraordinary loss of $4.7 million
resulting from the make whole premium paid and the recognition of
certain deferred financing costs. The net effect of the two
transactions is included in the Company's condensed consolidated
statements of operations as other income. The cash used in connection
8
<PAGE> 9
with these transactions represents a portion of the remaining net
proceeds from the March 9, 1999 issuance of Nabors $325.0 million, 6.8%
Notes due 2004.
(j) To reduce interest income to reflect the cash used in connection with
the three debt transactions described in (i) above.
(k) For the calculation of diluted earnings per share, net income is
adjusted to add back $5.4 million of after tax interest expense on the
5% Notes.
(l) Depreciation and amortization is adjusted to reflect Pool's
depreciation policy, as well as to reflect the amortization of goodwill
and other intangible assets associated with the acquisition.
(m) Interest expense is adjusted to reflect the issuance of the Pool 8.625%
Notes, repayment of Sea Mar debt and repayment of the outstanding
balance on Pool's revolving credit facility.
(n) To eliminate historical nonrecurring gains on the sales of fixed
assets.
9
<PAGE> 10
SIGNATURES
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.
(Registrant)
Date: February 7, 2000 By: /s/ ANTHONY G. PETRELLO
------------------------------------------------
Name: Anthony G. Petrello
Title: President and Chief Operating Officer
10
