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As filed with the Securities and Exchange Commission on September 7, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PRIDE PETROLEUM SERVICES, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 76-0069030
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042
(713) 789-1400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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PAUL A. BRAGG
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PRIDE PETROLEUM SERVICES, INC.
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042
(713) 789-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT W. RANDALL J. DAVID KIRKLAND, JR.
PRIDE PETROLEUM SERVICES, INC. BAKER & BOTTS, L.L.P.
1500 CITY WEST BLVD., SUITE 400 3000 ONE SHELL PLAZA
HOUSTON, TEXAS 77042 HOUSTON, TEXAS 77002
(713) 789-1400 (713) 229-1101
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective as determined
by market conditions.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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| TITLE OF EACH | | | | |
| CLASS OF | AMOUNT | PROPOSED MAXIMUM | PROPOSED MAXIMUM| AMOUNT OF |
| SECURITIES TO | TO BE | OFFERING PRICE | AGGREGATE |REGESTRATION|
| BE REGISTERED | REGESTERED | PER UNIT (1) |OFFERING PRICE(1)| FEE |
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| | | | | |
| Common Stock, | 1,395,000 | $9.375 | $13,078,125 | $4,509.70 |
| no par value | shares | | | |
| | | | | |
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low sales prices reported by the NASDAQ National Market System on
September 6, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
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Subject to Completion, dated September 7, 1995
PROSPECTUS
1,395,000 SHARES
PRIDE PETROLEUM SERVICES, INC.
COMMON STOCK
(no par value)
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This Prospectus relates to up to 1,395,000 shares (the "Shares") of common
stock, no par value (the "Common Stock"), of Pride Petroleum Services, Inc.
("Pride" or the "Company") which may be offered and sold by the selling
shareholders named herein (the "Selling Shareholders") pursuant to this
Prospectus from time to time. The Shares constitute approximately 5.7% of
Pride's outstanding Common Stock. See "Selling Shareholders."
The Shares may be offered and sold by the Selling Shareholders from time
to time directly or through agents designated from time to time or to or through
broker-dealers designated from time to time. The Shares may be sold from time
to time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices determined on a negotiated or
competitive bid basis. Shares may be sold through a broker-dealer acting as
agent or broker for a Selling Shareholder, or to a broker-dealer acting as
principal. See "Plan of Distribution."
Pride will receive no portion of the proceeds of the sale of the Shares
offered hereby and will bear certain of the expenses incident to their
registration. Pride also has agreed to indemnify the Selling Shareholders and
any underwriters against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute to payments the Selling
Shareholders or any such underwriters may be required to make in respect
thereof. See "Plan of Distribution" and "Selling Shareholders."
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the existence of any
exemption from registration or the registration thereof under the securities
laws of the states in which such transactions occur.
The Common Stock is traded on the NASDAQ National Market System under the
symbol "PRDE." On September 6, 1995, the last reported sales price of the
Common Stock as reported by the NASDAQ National Market System was $9.375 per
share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1995
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY PRIDE, BY THE SELLING SHAREHOLDERS OR BY ANY UNDERWRITERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OFFERED HEREBY OTHER THAN THE SECURITIES TO WHICH IT RELATES
OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. UNDER NO
CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO
THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Description Of Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Independent Public Accountants. . . . . . . . . . . . . . . . . . . . . . . 9
AVAILABLE INFORMATION
Pride is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), which can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549; and
at the regional offices of the Commission at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 at prescribed rates. The Common Stock is traded on the
NASDAQ National Market System.
This Prospectus, which constitutes part of a registration statement (the
"Registration Statement") filed by Pride with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), omits certain of the
information contained in the Registration Statement. Reference is hereby made
to the Registration Statement and the exhibits thereto, which may be obtained at
the public reference facilities maintained by the Commission as provided in the
preceding paragraph, for further information with respect to Pride and the
securities offered hereby. Statements contained herein concerning the
provisions of such documents are necessarily summaries of such documents, and
each such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by Pride with the
Commission pursuant to the Exchange Act (File No. 0-16961), are incorporated in
this Prospectus by reference and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1994; and
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995; and
(c) Current Report on Form 8-K filed on April 6, 1995, as amended by an
amendment on Form 8-K/A filed on June 2, 1995.
All documents filed by Pride pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of the filing
of such documents. Any statement contained in this Prospectus, in a supplement
to this Prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed supplement to this Prospectus or in any document that also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
Pride hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference in such documents). Written
or telephone requests for such copies should be directed to Pride at its
principal executive offices located at 1500 City West Blvd., Suite 400, Houston,
Texas 77042, Attention: Paul A. Bragg (telephone number: (713) 789-1400).
THE COMPANY
Pride Petroleum Services, Inc. is the second largest well servicing
contractor in the world, providing well servicing, workover, completion and
plugging and abandonment services for the domestic and international oil and gas
industry. The Company s fleet of rigs consists of approximately 429 land rigs
divided among three operating regions in the United States, approximately 65
land rigs deployed in international markets, 22 offshore platform rigs located
in the Gulf of Mexico and two drilling/workover barge rigs located in Venezuela.
The Company performs maintenance and workovers necessary to operate producing
oil and gas wells efficiently. In these jobs, the Company generally furnishes a
workover rig and the crew to operate the rig. The Company also provides
services for the completion of newly drilled oil and gas wells, and plugging and
abandonment services at the end of a well s useful life. In addition, the
Company provides contract drilling services in certain international and
offshore markets.
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The Company is a Louisiana corporation which was organized in 1988 as the
successor to a company incorporated in 1968. The Company was acquired by DEKALB
Energy Corporation in 1978 and operated as a subsidiary until 1988, when DEKALB
effected a tax-free distribution of all the Company s outstanding shares to the
DEKALB shareholders. As a result, Pride became an independent publicly traded
company as of September 1, 1988.
Pride's principal executive offices are located at 1500 City West Blvd.,
Suite 400, Houston, Texas 77042, and its telephone number at such address is
(713) 789-1400.
DESCRIPTION OF CAPITAL STOCK
The Company has 45,000,000 authorized shares of capital stock, consisting
of 40,000,000 shares of Common Stock, no par value, and 5,000,000 shares of
Preferred Stock, no par value. To date no series of Preferred Stock has been
designated.
The following summary description of the capital stock of the Company is
qualified in its entirety by reference to the Restated Articles of Incorporation
of the Company, as amended (the "Articles"), a copy of which has been filed as
an exhibit to the Registration Statement.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on each matter
to be voted upon by the shareholders of the Company. Dividends may be paid to
the holders of Common Stock when, as and if declared by the Board of Directors
out of funds legally available for such purpose. Holders of Common Stock have
no conversion, redemption, cumulative voting or preemptive rights. In the event
of any liquidation, dissolution or winding up of the Company, after payment or
provision for payment of the debts and other liabilities of the Company and all
other series or class of the Company's stock hereafter issued that ranks senior
as to liquidation rights to the Common Stock are entitled, the holders of Common
Stock will be entitled to share ratably in any remaining assets of the Company.
All outstanding shares of Common Stock, including the Shares, are duly and
validly issued, fully paid and nonassessable.
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.
PREFERRED STOCK
Shares of each series of Preferred Stock will have such rights and
preferences as are fixed by the Board of Directors in the resolution or
resolutions authorizing the issuance of that particular series. In designating
any series of Preferred Stock, the Board of Directors has the authority, without
further action of the holders of Common Stock, to fix the number of shares
constituting that series and to fix the preferences, limitations and relative
rights of the series, including the dividend rights, dividend rate, terms and
prices of redemption, liquidation preferences, sinking fund rights, conversion
rights and voting rights. It is expected that the holders of any series of
Preferred Stock, when and if issued, will have priority with respect to
dividends and any distributions upon liquidation of the Company, and may have
other preferences over the holders of the Common Stock, including the
preferential right to elect directors in the event dividends on the Preferred
Stock are not paid for a specified period. Although the Company has no present
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intent to issue shares of Preferred Stock, the issuance of Preferred Stock could
be used to discourage an unsolicited acquisition proposal or otherwise have an
anti-takeover effect.
CERTAIN PROVISIONS OF THE ARTICLES, BYLAWS AND LOUISIANA LAW
The Articles, the Company's Bylaws (the "Bylaws") and Louisiana law
contain certain other provisions that may impede an unsolicited takeover attempt
or otherwise have an anti-takeover effect.
DIRECTOR TERMS AND RELATED PROVISIONS
The Articles provide that the members of the Board of Directors of the
Company will be elected for terms of five years and until their successors are
elected and qualified. The Articles further provide that the number of
directors will be as designated in the Bylaws, provided that no amendment to the
Bylaws to decrease the number of directors shall shorten the term of any
incumbent director. The Bylaws provide for six directors and in addition
provide that the Bylaws may be amended by shareholders only upon the affirmative
vote of at least 80% of the total voting power. In addition, the Articles
provide that any vacancy on the Board of Directors may be filled by a vote of at
least two-thirds of the directors then in office, and a director elected to fill
a vacancy shall serve until the next shareholders' meeting held for the election
of directors generally, provided that the shareholders, have the right at a
special meeting, if called for such purpose prior to such action by the Board of
Directors, to fill a vacancy. The Articles also provide that directors may be
removed only for cause and only by the affirmative vote of not less than 80% of
the voting power, provided that the removal may only be effected at a meeting of
shareholders called for that purpose.
SHAREHOLDER MEETINGS
The Articles and the Bylaws provide that special meetings of shareholders
may be called by any shareholder or group of shareholders holding in the
aggregate at least 80% of the total voting power, or by the Chairman of the
Board, the President or the Board of Directors of the Company. In addition,
Louisiana law provides for shareholder action by written consent only if all
shareholders sign such consents, unless the articles of incorporation provide
for consent by fewer than all shareholders. The Articles do not so provide.
SHAREHOLDER NOMINATIONS OF DIRECTORS
The Articles provide that only persons who are nominated by, or at the
direction of, the Board of Directors of the Company or by a shareholder who has
given timely notice to the Secretary of the Company prior to the meeting at
which directors are to be elected will be eligible for election as directors.
To be timely, notice must be received by the Company at its principal executive
offices not less than 45 days nor more than 90 days prior to the meeting (or, if
less than 55 days notice or prior public disclosure of the meeting date is
given or made to shareholders, not later than the tenth day following the day on
which such notice was mailed or such prior public disclosure was made). Notice
to the Company from a shareholder who proposes to nominate a person at a meeting
for election as a director must contain certain specified information about that
person.
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SUPERMAJORITY VOTE FOR CERTAIN BUSINESS COMBINATIONS
The Articles provide that no Business Combination (as hereinafter defined)
shall be effected unless it is approved at the shareholders' meeting called for
that purpose by the affirmative vote of 80% of the total voting power of the
holders of voting securities or other obligations with voting power (excluding
such securities and obligations owned by an Acquiring Entity (as hereinafter
defined) and its affiliates). In addition to the voting requirements, no
Business Combination may be effected without first satisfying substantive
conditions with regard to: (i) the consideration to be received by shareholders;
(ii) certain restrictions prohibiting the Acquiring Entity from purchasing
voting securities or obligations with voting power subsequent to becoming an
Acquiring Entity but prior to any Business Combination; (iii) the dividends paid
on the outstanding stock of the Company; (iv) certain restrictions prohibiting
the Acquiring Entity from receiving the benefit of any financial assistance of
the Company or making any major change in the Company's business or equity
capital structure without unanimous approval of the directors; and (v) the
distribution of a proxy statement containing any recommendations by the
directors and the opinion of a reputable investment banking firm as to the
fairness of the terms of the Business Combination.
These requirements will not apply to a Business Combination that (i) is
approved by a majority of directors unaffiliated with the Acquiring Entity who
were directors prior to an Acquiring Entity's becoming such (or certain
successors) (the "Continuing Directors"), if there are at least three Continuing
Directors or (ii) involves solely either (A) transfer of assets of the Company
to a subsidiary wholly owned by the Company or (B) a merger or consolidation
with or into a successor corporation, as long as the percentages of shareholder
ownership remain the same and the successor corporation's articles of
incorporation contain the same provisions as the Articles.
A "Business Combination" is defined in the Articles as: (i) any merger or
consolidation of the Company with or into any entity unrelated to the Company
which is the beneficial owner of securities representing 30% or more of the
voting power of Company securities or other obligations of the Company granting
voting rights (an "Acquiring Entity") or any affiliate thereof; (ii) any sale or
other disposition of all or substantially all of the assets of the Company to an
Acquiring Entity or any affiliate thereof; (iii) any sale or other disposition
to the Company or any subsidiary thereof of any assets in exchange for which an
Acquiring Entity or any affiliate thereof becomes the beneficial owner of either
(A) voting securities of the Company or any subsidiary thereof or (B) other
obligations of the Company granting voting rights; (iv) any transaction designed
to decrease the number of holders of the Company's voting securities remaining
after an Acquiring Entity has become an Acquiring Entity; or (v) the adoption
of any plan or proposal for the liquidation or dissolution of the Company in
which anything other than cash will be received by an Acquiring Entity or any
affiliates thereof.
LOUISIANA LAW
Louisiana law requires that certain transactions, such as mergers,
consolidations or share exchanges, with a shareholder beneficially owning 10% or
more of the voting power of the corporation (an "Interested Shareholder") or its
affiliates be recommended by the board of directors and approved by the
affirmative vote of (i) 80% of the votes entitled to be cast by outstanding
shares of the corporation's voting stock and (ii) two-thirds of the votes
entitled to be cast by holders of voting stock other than the Interested
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Shareholder and its affiliates. These voting requirements do not apply to such
transactions if the transaction (i) does not alter the contract rights of the
stock or change or convert, in whole or in part, the outstanding shares of the
corporation or (ii) satisfies certain requirements with regard to the
consideration to be received by shareholders and certain procedural
requirements.
OTHER PROVISIONS
The Articles and Louisiana law provide that the Board of Directors of the
Company, when evaluating a tender offer or an offer to make a tender or exchange
offer or to effect a Business Combination, may, in exercising its judgment in
determining what is in the best interests of the Company and its shareholders,
consider the following factors and any other factors that it deems relevant: (i)
not only the consideration being offered in the proposed transaction, in
relation to the then current market price for the outstanding capital stock of
the Company, but also (A) the market price for the capital stock of the Company
over a period of years, (B) the estimated price that might be achieved in a
negotiated sale of the Company as a whole or in part or through orderly
liquidation, (C) the premiums over market price for the securities of other
corporations in similar transactions, (D) current political, economic and other
factors bearing on securities prices and (E) the Company's financial condition
and future prospects; (ii) the social and economic effects of such transaction
on the Company, its subsidiaries or their employees, customers, creditors and
the communities in which the Company and its subsidiaries do business; (iii) the
business and financial condition and earnings prospects of the acquiring party
or parties, including, but not limited to, debt service and other existing or
likely financial obligations of the acquiring party or parties, and the possible
effect of such conditions upon the Company and its subsidiaries and the
communities in which the Company and its subsidiaries do business; and (iv) the
competence, experience and integrity of the acquiring party or parties and its
or their management.
AMENDMENT OF CERTAIN PROVISIONS OF THE ARTICLES AND BYLAWS
The Articles provide, with certain exceptions, that the holders of 80% of
the total voting power are required to amend certain provisions of the Articles.
The Bylaws provide that the Bylaws may be amended or repealed only by (i) a
majority of the entire Board of Directors at any time when there is no Acquiring
Entity, (ii) both a majority of the entire Board of Directors and a majority of
the Continuing Directors at any time when there is an Acquiring Entity or (iii)
the affirmative vote of the holders of at least 80% of the total voting power.
SELLING SHAREHOLDERS
This Prospectus constitutes a part of the Registration Statement filed by
the Company pursuant to registration rights granted to the Selling Shareholders.
The Company will pay certain expenses of registering the Shares, including the
registration and filing fees, printing expenses and the fees and disbursements
of the counsel and accountants for the Company. The Company will indemnify the
Selling Shareholders and any underwriters against certain civil liabilities,
including liabilities under the 1933 Act, or to contribute to payments the
Selling Shareholders or any such underwriters may be required to make in respect
thereof. The Selling Shareholders will pay any fees and disbursements of their
counsel and all brokerage commissions, if any, applicable to the Shares sold by
them.
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This Prospectus covers offers from time to time by the Selling
Shareholders of all Shares owned by them. The following table sets forth
certain information as of August 1, 1995 with respect to the ownership of Common
Stock by the Selling Shareholders:
SHARES OF COMMON PERCENT OF
NAME OF SELLING SHAREHOLDER STOCK OWNED (1) OUTSTANDING SHARES
--------------------------- ---------------- ------------------
Workhorse IV, Inc. 54,950 (2) *
Workhorse IX, Inc. 290,450 (2) 1.2%
Blocker Investments, Inc. 164,850 (2) *
W. Investments, Inc. 82,425 (2) *
Horizon Rig Co., Inc. 27,475 (2) *
L & W Oil & Gas, Inc. 109,900 (2) *
IDES Corporation 54,950 (2) *
Raymond H. Eaves 184,100 *
Billy D. Cooper 15,900 *
Jorge E. Estrada M. 410,000 1.7%
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* Less than 1%.
(1) Because the Selling Shareholders may offer all or any portion of the Shares
pursuant to this Prospectus, no estimate can be given as to the number of
shares of Common Stock that will be held by the Selling Shareholders upon
termination of any such sales.
(2) These Shares were received by Offshore Rigs, L.L.C. ("Offshore Rigs") in
connection with Pride's purchase of the assets of Offshore Rigs. Offshore
Rigs has distributed these shares to its members, as shown in the table.
One half of such shares currently remain subject to an escrow arrangement
with respect to claims Pride may make under the acquisition agreement.
The Shares held by the Selling Shareholders were received by them in
connection with transactions in which Pride purchased businesses in which the
respective Selling Shareholders held interests. A total of 130,000 of the
Shares held by Mr. Estrada were received upon his net exercise of warrants
received by him in one such transaction. Mr. James Harper and Messrs. Eaves,
Cooper and Estrada were, prior to Pride s purchase, executive officers of the
businesses purchased by Pride in which they had interests. (Workhorse IV, Inc.
and Workhorse IX, Inc. are corporations controlled by James Harper.) Mr. Harper
became Vice President of Pride Offshore, Inc. in connection with Pride s
purchase of the assets of Offshore Rigs, L.L.C. Messrs. Eaves and Cooper became
employees of the Company in connection with Pride's purchase of X-Pert
Enterprises, Inc. from them; Mr. Eaves has since left the Company. Mr. Estrada
became a director of Pride and President of Pride Petrotech S.A.M.P.I.C., a
subsidiary of the Company, in connection with Pride s purchase from Mr. Estrada.
No Selling Shareholder has, within the past three years, held any position,
office or other material relationship with the Company or any of its
predecessors or affiliates, except as noted above.
PLAN OF DISTRIBUTION
The Shares may be offered and sold by the Selling Shareholders from time
to time directly or through agents designated from time to time or to or through
broker-dealers designated from time to time. The Shares may also be sold by the
Selling Shareholders pursuant to Rule 144 to the extent such sales may be made
in compliance with Rule 144.
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The distributions of the Shares may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices determined on a negotiated or competitive bid basis.
Shares may be sold through a broker-dealer acting as agent or broker for a
Selling Shareholder, or to a broker-dealer acting as principal. In the latter
case, the broker-dealer may then resell such shares to the public at varying
prices to be determined by any such broker-dealer at the time of resale.
The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in the distribution of any of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
discount or commission received by them and any profit realized by them on the
resale of Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.
At the time a particular offering of Common Stock is made hereunder, to
the extent required by law, a Prospectus Supplement will be distributed which
will set forth the amount of Common Stock being offered and the terms of the
offering, including the purchase price or public offering price, the name or
names of any underwriters, broker-dealers or agents, the purchase price paid by
any underwriter for the Common Stock purchased from the Selling Shareholders,
any discounts, commissions or other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed,
reallowed or paid to dealers.
LEGAL OPINION
Certain legal matters in connection with the Shares offered hereby will be
passed upon for Pride by Robert W. Randall, Vice President, General Counsel and
Secretary of the Company. Mr. Randall has options to purchase 110,000 shares of
Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated balance sheet of the Company as of December 31, 1994 and
1993, and the related consolidated statements of operations, changes in
shareholders equity, and cash flows for each of the three years in the period
ended December 31, 1994, and the related schedules, incorporated by reference in
this Prospectus, have been incorporated by reference herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in auditing and accounting. With respect to
the unaudited interim financial information for the periods ended March 31 and
June 30, 1995 and 1994, incorporated by reference in this Prospectus, Coopers &
Lybrand L.L.P. has reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report related to the interim financial information
incorporated by reference herein states that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied. Coopers & Lybrand
L.L.P. is not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial information
because that report is not a "report" or a "part" of the registration statement
prepared or certified by the accountants within the meaning of Sections 7 and 11
of the Securities Act.
-9-
<PAGE>
The consolidated balance sheets of X-Pert Enterprises, Inc. and
subsidiaries as of February 28, 1995 and March 31, 1994, and the related
consolidated statements of earnings, stockholders' equity and cash flows for the
eleven months and year then ended, incorporated by reference in this Prospectus,
have been incorporated by reference herein in reliance on the report of Johnson,
Miller & Co., independent certified public accountants, given on the authority
of that firm as experts in auditing and acounting.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses (other than underwriting discounts and commissions and fees
and expenses of legal or other advisers to the Selling Shareholders) in
connection with the offering described in this Registration Statement will be
paid by Pride. Such expenses are as follows:*
Securities and Exchange Commission registration fee . . . . . $ 4,510
Printing expenses . . . . . . . . . . . . . . . . . . . . . . 10,000
Accounting fees and expenses. . . . . . . . . . . . . . . . . 10,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . 10,000
Blue Sky fees and expenses. . . . . . . . . . . . . . . . . . 7,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 2,990
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 45,000
=========
- ---------
* The amounts set forth, except for the filing fees for the Securities and
Exchange Commission, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Business Corporation Law of the State of Louisiana gives
corporations the power to indemnify officers and directors under certain
circumstances. Article IX of the Registrant s Restated Articles of
Incorporation and Section 13 of the Registrant s Bylaws contain provisions that
provide for indemnification of certain persons (including officers and
directors).
ITEM 16. EXHIBITS
EXHIBIT NO. DOCUMENT
- ----------- --------
*4.1 -- Restated Articles of Incorporation of the Company (Form S-1,
Registration No. 33-33233, Exhibit 3(a)).
*4.2 -- Amendment to Restated Articles of Incorporation (Form S-3,
Registration No. 33-76310, Exhibit 4.2).
*4.3 -- Bylaws of the Company (Form S-1, Registration No. 33-33233,
Exhibit 3(b)).
5 -- Opinion of Robert W. Randall.
15.1 -- Awareness Letter of Coopers & Lybrand L.L.P.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Johnson, Miller & Co.
23.3 -- Consent of Robert W. Randall (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
registration statement).
- ------------
* Incorporated by reference as indicated
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ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant s annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan s
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
II-2
<PAGE>
connection with the securities being registered, the registrant will, unless, in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on September 7, 1995.
PRIDE PETROLEUM SERVICES, INC.
By: RAY H. TOLSON
--------------------------------------
Ray H. Tolson, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Ray H. Tolson, Paul A.
Bragg and Robert W. Randall, and each of them, each of whom may act without the
joinder of the others, as his true and lawful attorneys-in-fact and agents, will
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto and all other documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 7, 1995.
SIGNATURE TITLE
--------- -----
RAY H. TOLSON Chairman of the Board, President
- ---------------------------------------- and Chief Executive Officer
(Ray H. Tolson) (Principal Executive Officer)
PAUL A. BRAGG Vice President, Chief Financial
- ---------------------------------------- Officer and Treasurer
(Paul A. Bragg) (Principal Financial Officer)
EARL W. MCNIEL Chief Accounting Officer
- ---------------------------------------- (Principal Accounting Officer)
(Earl W. McNiel)
II-4
<PAGE>
JAMES T. SNEED Director
- ----------------------------------------
(James T. Sneed)
THOMAS H. ROBERTS, JR. Director
- ----------------------------------------
(Thomas H. Roberts, Jr.)
JORGE E. ESTRADA M. Director
- ----------------------------------------
(Jorge E. Estrada M.)
JAMES B. CLEMENT Director
- ----------------------------------------
(James B. Clement)
II-5
<PAGE>
<PAGE>
EXHIBIT 5
OPINION OF COUNSEL
September 7, 1995
Pride Petroleum Services, Inc.
1500 City West Boulevard, Suite 400
Houston, Texas 77042
Gentlemen:
As set forth in the Registration Statement (the "Registration Statement")
on Form S-3 to be filed by Pride Petroleum Services, Inc., a Louisiana
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, relating to the
Company's Common Stock, no par value (the "Common Stock"), certain legal matters
in connection with the Common Stock are being passed upon for the Company by me.
The Registration Statement relates to the offering of an aggregate of 1,395,000
outstanding shares of Common Stock (the "Shares") that may be sold by the
Selling Shareholders identified in the Registration Statement.
I have examined the Restated Articles of Incorporation and By-laws of the
Company and the originals, or copies certified or otherwise identified, of
corporate records of the Company, including minute books of the Company,
certificates of public officials and of representatives of the Company, statutes
and other records, instruments and documents pertaining to the Company as a
basis for the opinions hereinafter expressed.
Based upon my examination as aforesaid, I am of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion of counsel as Exhibit 5 to
the Registration Statement.
Very truly yours,
Robert W. Randall
Vice President, General Counsel
and Secretary
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 15.1
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pride Petroleum Services, Inc.
Registration Statement on Form S-3
We are aware that our reports dated August 4, 1995 and May 5, 1995 on our
review of interim consolidated financial information of Pride Petroleum
Services, Inc. for the periods ended June 30, 1995 and 1994 and March 31, 1995
and 1994, respectively, are incorporated by reference in this registration
statement on Form S-3. Pursuant to Rule 436(c) under the Securities Act of
1933, this report should not be considered a part of the registration statements
prepared or certified by us within the meanings of Sections 7 and 11 of that
Act.
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 7, 1995
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated February 20, 1995, on our audits of
the consolidated financial statements of Pride Petroleum Services, Inc. and
subsidiaries as of December 31, 1994 and 1993, and for each of the three years
in the period ended December 31, 1994. We also consent to the reference to our
firm under the caption "Independent Public Accountants."
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 7, 1995
<PAGE>
<PAGE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated May 19, 1995, on our audits of the
consolidated financial statements of X-Pert Enterprises, Inc. as of February 28,
1995 and March 31, 1994, and for the eleven months and year then ended. We also
consent to the reference to our firm under the caption "Independent Public
Accountants."
JOHNSON, MILLER & CO.
Hobbs, New Mexico
September 7, 1995
<PAGE>
