As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PRIDE INTERNATIONAL, INC.
(FORMERLY 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
incorporation or organization) Identification No.)
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042
(Address of Principal Executive Offices) (Zip Code)
----------------------
PRIDE INTERNATIONAL, INC. 1993 DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
----------------------
ROBERT W. RANDALL
VICE PRESIDENT AND GENERAL COUNSEL
PRIDE INTERNATIONAL, INC.
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042
(Name and address of agent for service)
(713) 789-1400
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum
Amount to be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share (2) price (2) registration fee
=========================================== ============= ================ ===================================
<S> <C> <C> <C> <C>
Common Stock, no par value................. 200,000(1) $32.94 $6,588,000 $1,997
=========================================== ============= ================ ===================================
</TABLE>
(1) Plus such additional number of shares as may be issuable by reason of
the anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high
and low sales prices reported on the Nasdaq National Market on September
3, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Pride
International, Inc. 1993 Directors' Stock Option Plan (the "Plan"), required by
Item 1 of Form S-8 and the statement of availability of registrant information,
Plan information and other information required by Item 2 of Form S-8 will be
sent or given to employees as specified by Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. The registrant will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the registrant will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which the Company has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 0-16961), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
(4) The description of the Company's common stock, no par value
(the "Common Stock"), contained in the Company's Registration Statement
on Form 8-A filed on August 19, 1997, as such Registration Statement may
be further amended from time to time for the purpose of updating,
changing or modifying such description;
(5) The Company's Current Report on Form 8-K filed on March 7,
1997;
(6) The Company's Current Report on Form 8-K filed on March 25,
1997, as amended by a Form 8-K/A filed on April 8, 1997;
(7) The Company's Current Report on Form 8-K filed on May 7,
1997; and
(8) The Company's Current Report on Form 8-K filed on May 22,
1997, as amended by a Form 8-K/A filed on July 21, 1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE>
ITEM 6. 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 Company's Amended and Restated Articles of
Incorporation and Section 13 of the Company's Bylaws contain provisions that
provide for indemnification of certain persons (including officers and
directors).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
- ------ --------------------
*4.1 -- Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, File No.
0-16961).
*4.2 -- Amendment to Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, File No.
0-16961).
*4.3 -- Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File No. 0-16961).
*4.4 -- Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 filed on the date hereof).
*4.5 -- Bylaws of the Company, as amended (incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-8
filed on the date hereof).
*4.6 -- Pride International, Inc. 1993 Directors' Stock Option Plan
(incorporated by reference to Exhibit 10(j) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992, File No. 0-16961).
4.7 -- First Amendment to Pride International, Inc. 1993 Directors'
Stock Option Plan.
5 -- Opinion of McGlinchey Stafford.
15 -- Awareness Letter of Coopers & Lybrand L.L.P.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young Audit.
23.3 -- Consent of Price Waterhouse LLP (Houston, Texas).
23.4 -- Consent of Pistrelli, Diaz y Asociados.
23.5 -- Consent of Price Waterhouse (Paris, France).
23.6 -- Consent of McGlinchey Stafford (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
- -----------------------------
* Incorporated by reference as indicated.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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 of 1933;
(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 (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 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 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
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 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 5, 1997.
PRIDE INTERNATIONAL, INC.
By: /S/ RAY H. TOLSON
Ray H. Tolson,
Chairman of the Board 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,
with 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 any of them or their 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 AND ON SEPTEMBER 5, 1997.
Signature Title
--------- -----
/S/ RAY H. TOLSON Chairman of the Board and Chief Executive
Ray H. Tolson Officer
(Principal Executive Officer)
/S/ PAUL A. BRAGG President and Chief Operating Officer
Paul A. Bragg
(Principal Executive Officer)
/S/ EARL W. MCNIEL Vice President and Chief Financial Officer
Earl W. McNiel
(Principal Financial and Accounting Officer)
Director
Christian J. Boon Falleur
/S/ JAMES B. CLEMENT Director
James B. Clement
/S/ REMI DORVAL Director
Remi Dorval
/S/ JORGE E. ESTRADA M. Director
Jorge E. Estrada M.
/S/ RALPH D. MCBRIDE Director
Ralph D. McBride
/S/ THOMAS H. ROBERTS, JR. Director
Thomas H. Roberts, Jr.
/S/ JAMES T. SNEED Director
James T. Sneed
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------ -------------------
*4.1 -- Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, File No.
0-16961).
*4.2 -- Amendment to Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, File No.
0-16961).
*4.3 -- Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996, File No. 0-16961).
*4.4 -- Amendment to Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8 filed on the date hereof).
*4.5 -- Bylaws of the Company, as amended (incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-8
filed on the date hereof).
*4.6 -- Pride International, Inc. 1993 Directors' Stock Option Plan
(incorporated by reference to Exhibit 10(j) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992, File No. 0-16961).
4.7 -- First Amendment to Pride International, Inc. 1993 Directors'
Stock Option Plan.
5 -- Opinion of McGlinchey Stafford.
15 -- Awareness Letter of Coopers & Lybrand L.L.P.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young Audit.
23.3 -- Consent of Price Waterhouse LLP (Houston, Texas).
23.4 -- Consent of Pistrelli, Diaz y Asociados.
23.5 -- Consent of Price Waterhouse (Paris, France).
23.6 -- Consent of McGlinchey Stafford (contained in Exhibit 5).
24 -- Powers of Attorney (included on the signature page of the
Registration Statement).
- ----------
* Incorporated herein by reference.
EXHIBIT 4.7
PRIDE PETROLEUM SERVICES, INC.
1993 DIRECTORS'
STOCK OPTION PLAN
FIRST AMENDMENT
Pride Petroleum Services, Inc. (the "Company") having previously
established the Pride Petroleum Services, Inc. 1993 Directors' Stock Option Plan
effective February 22, 1993 (the "Plan"), and having reserved the right under
Section XVIII thereof to amend the Plan, does hereby amend the Plan to document
the change in the Company's name from Pride Petroleum Services, Inc. to Pride
International, Inc. and to make certain other changes as follows:
1. The name of the Plan is hereby changed to the "Pride
International, Inc. 1993 Directors' Stock Option Plan."
2. Section 1.1 of the Plan is hereby amended in its entirety to read
as follows:
"1.1 Pride International, Inc. (the "Company") desires to afford
members of its Board of Directors ("Directors") who are not full-time
employees of the Company or its Subsidiaries an opportunity to acquire a
proprietary interest in the Company, and thus to create in such Directors
an increased interest in and a greater concern for the welfare of the
Company and its shareholders."
3. Section 9.3 of the Plan is hereby amended in its entirety to read
as follows:
"9.3 Subject to Article XXII hereof and the maximum number of Shares
which may be purchased pursuant to the exercise of Options granted under
the Plan as set forth in Section 2.1, each Director who receives an Option
under Sections 9.1 or 9.2 hereof and who remains a Director effective at
the close of business on the day of final adjournment of each Annual
Meeting of Shareholders commencing with the Annual Meeting of Shareholders
held in the calendar year following the calendar year in which such
Director receives an Option under Section 9.1 or 9.2 shall be
automatically granted, effective on each such date, and without further
action by the Board of Directors or the Committee, an Option to purchase
3,000 Shares at a price per Share determined as of each such date pursuant
to Section 5.1; provided, however, that the Board of Directors may
authorize an increase in the number of Shares subject to such Option by
action taken prior to the date of grant."
-1-
<PAGE>
4. Article XVIII of the Plan is hereby amended in its entirety to
read as follows:
"XVIII. AMENDMENT OF THE PLAN
The Board may at any time terminate, and from time to time may amend
or modify the Plan; PROVIDED, HOWEVER, that no amendment, modification or
termination of the Plan shall in any manner adversely affect any Option
granted under the Plan prior to such amendment, modification or
termination without the consent of the optionee."
5. This Amendment shall be effective as of May 22, 1997.
Notwithstanding the foregoing, the adoption of the revision to Section 9.3 of
the Plan under this Amendment is expressly conditioned upon the approval of the
holders of a majority of shares of common stock present, or represented, and
entitled to vote at a meeting of the Company's shareholders. In addition, any
Option grant in excess of the current 3,000 share limitation that is granted
after this Amendment is approved by the Board of Directors, but prior to its
approval by the shareholders, is not exercisable pending shareholder approval
and will become void if shareholder approval is not obtained.
PRIDE INTERNATIONAL, INC.
By /S/ ROBERT W. RANDALL
Robert W. Randall, Vice President
ATTEST:
/S/ EARL W. MCNIEL
Earl W. McNiel, Vice President
-2-
EXHIBIT 5
MCGLINCHEY STAFFORD
A Professional Limited Liability Company
643 Magazine Street
New Orleans, Louisiana 70130-3477
(504) 586-1200
September 5, 1997
Pride International, Inc.
1500 City West Boulevard, Suite 400
Houston, Texas 77042
Re: Offering of 200,000 shares of Common Stock, no par value, of Pride
International, Inc.
Gentlemen:
We are acting as special Louisiana counsel to Pride International, Inc., a
Louisiana corporation (the "Company"). We have been asked to render certain
opinions in connection with the Registration Statement (the "Registration
Statement") on Form S-8 to be filed by the Company on or about September 5, 1997
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to the Company's no par value
Common Stock ("Common Stock"). As set forth in the Registration Statement,
certain legal matters involving Louisiana law are being passed upon by us for
the Company. The Registration Statement relates to the offering of 200,000
shares of Common Stock (the "Shares") to be sold by the Company. The Shares will
be issued and sold pursuant to the exercise of options (the "Options") granted
pursuant to the Pride International, Inc. 1993 Directors' Stock Option Plan, as
amended (the "DSOP"). Unless otherwise defined herein, capitalized terms used
herein shall have the meanings set forth in the Registration Statement.
We do not represent the Company on a general or regular basis and,
accordingly, have no detailed information concerning its business or operations.
In our capacity as special Louisiana counsel to the Company in connection with
this opinion, we have reviewed the following documents: (i) a copy of the
Amended and Restated Articles of Incorporation of the Company, as amended,
certified by the Louisiana Secretary of State (the "Articles of Incorporation");
(ii) a copy of the Bylaws of the Company, certified by the Corporate Secretary
(the "Bylaws"); (iii) an original Certificate of Good Standing for the Company
from the Louisiana Secretary of State dated August 6, 1997; (iv) the
Registration Statement; (v) a copy of the DSOP, certified by the Corporate
<PAGE>
Pride International, Inc.
September 5, 1997
Page 2
Secretary; (vi) resolutions of the Board of Directors (or appropriate committees
thereof) of the Company, certified by the Corporate Secretary; and (vii) such
other documents as we have deemed relevant or necessary as a basis for the
opinions hereinafter set forth. In giving such opinions, we have relied upon
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates, without undertaking to
verify the same by independent investigation.
For purposes of this opinion we have assumed, with your permission and
without independent investigation the following:
(i) the genuineness of all signatures on all documents and certificates
referred to herein or relied upon by us, and the conformity to original
documents of documents submitted to us as con formed, certified, or photostatic
copies;
(ii) the accuracy of all statements of fact set forth in the Registration
Statement and (A) that certain Proxy Statement/Prospectus (Registration No.
333-20293) (the "Proxy Statement/Prospectus") filed by the Company on January
31, 1997, with the Commission under the Securities Act of 1933, as amended (the
"Act"), relating to the Common Stock; (B) that certain Registration Statement on
Form S-3 (Registration No. 333-21385) (the "S-3 Registration Statement"), as
amended, filed by the Company on February 7, 1997 with the Commission relating
to the Common Stock; and (C) the Prospectus dated April 4, 1997 relating to up
to $500,000,000 of the Company's debt securities and Common Stock as
supplemented by the Prospectus Supplement dated May 1, 1997 relating to the
Common Stock and the Prospectus Supplement dated May 2, 1997 relating to the
Senior Notes due 2007 (together, the "Prospectus"; together with the Proxy
Statement/Prospectus and the S-3 Registration, the "Prior SEC Filings");
(iii) that the Shares are included in the Common Stock that have been duly
reserved for issuance by the Company upon exercise of outstanding stock options
and warrants;
(iv) that the Company has not (i) declared or issued a stock dividend or
stock split; (ii) issued stock rights, options or warrants to holders of the
Common Stock, except as set forth in the S-3 Registration Statement; or (iii)
entered into any other transaction which would require adjustment to the
Conversion Price (as defined herein) of the Convertible Subordinated Debentures
due February 15, 2006 as provided in Section 13.5 of that certain Indenture
between the Company and Marine Midland Bank dated January 26, 1996 (the
"Indenture"). As used herein, "Conversion Price" shall have the meaning ascribed
to it in Section 13.5 of the Indenture;
<PAGE>
Pride International, Inc.
September 5, 1997
Page 3
(v) the DSOP and all amendments thereto have been approved and/or ratified
by the affirmative vote of the holders of a majority of the outstanding shares
of Common Stock at a duly called meeting where a quorum of shareholders was
present and voting throughout;
(vi) the Company has complied with and will continue to comply with the
terms and conditions of the DSOP and the DSOP is currently in effect having
neither been rescinded, modified, or otherwise amended; and
(vii) upon exercise of the options, the Company will issue stock
certificates, valid in form and properly executed.
We have made no investigation or inquiry to determine the accuracy of the
foregoing assumptions and are not responsible for the effect of the inaccuracy
of any of these assumptions on the opinions expressed herein.
Subject to the foregoing assumptions, and the qualifications and
exceptions set forth below, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Louisiana.
2. When the Board of Directors of the Company and the Compensation
Committee thereof have determined the price at which the Shares are to be sold
by the Company, upon the issuance and sale of the Shares by the Company pursuant
to the terms of the DSOP and any option agreement (as such term is used in the
DSOP) and upon receipt by the Company of the consideration described in the DSOP
and any option agreement, such Shares will be duly authorized, validly issued,
fully paid and nonassessable.
The opinions set forth above are subject to the following qualifications
and exceptions:
(1) This Opinion is rendered solely as to matters of Louisiana law, and we
do not purport to express any opinion herein concerning any law other than the
laws of the State of Louisiana. We are not opining as to any federal or state
securities laws, federal or state tax laws, employment laws or laws of the
United States of America. To the extent, if any, that the laws of any
jurisdiction other than the State of Louisiana may be applicable to any of the
transactions or documents referred to herein, we express no opinion with respect
to any such laws or their effect on any of the transactions or documents.
<PAGE>
Pride International, Inc.
September 5, 1997
Page 4
(2) Our opinions are limited to the specific issues addressed herein and
are limited in all respects to laws and facts existing on the date of this
letter. We undertake no responsibility to advise you of any changes in the law
or the facts after the date hereof that would alter the scope or substance of
the opinions expressed herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
MCGLINCHEY STAFFORD,
A Professional Limited Liability Company
EXHIBIT 15
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pride International, Inc.
Registration Statement on Form S-8
We are aware that our reports dated May 14, 1997 and August 14, 1997 on
our reviews of interim financial information of Pride International, Inc.
(formerly Pride Petroleum Services, Inc.) for the three-month periods ended
March 31, 1997 and 1996 and for the six-month periods ended June 30, 1997 and
1996, respectively, included in the Company's quarterly reports on Form 10-Q for
the quarters then ended are incorporated by reference in this registration
statement on Form S-8. Pursuant to Rule 436(c) under the Securities Act of 1933,
this report should not be considered a part of the registration statement
prepared or certified by us within the meaning of Sections 7 and 11 of the Act.
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 3, 1997
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated March 30, 1997, on our audits of the
financial statements of Pride International, Inc. (formerly Pride Petroleum
Services, Inc.) as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 3, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated March
24, 1997 on the consolidated balance sheet of Forasol-Foramer N.V. as of
December 31, 1996, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year then ended, incorporated by
reference in this Registration Statement on Form S-8 by Pride International,
Inc. concerning its 1993 Directors' stock option plan.
ERNST & YOUNG AUDIT
/S/ FRANCOIS VILLARD
Represented by
Francois Villard
Paris, France
September 3, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 18, 1997 relating to the
Historical Statement of Revenues and Direct/Allocated Operating Expenses of the
Mat-Supported Jackup Rigs of Noble Drilling Corporation for the year ended
December 31, 1996, which appears on page 2 of the Current Report on Form 8-K/A
of Pride International, Inc. dated July 21, 1997.
PRICE WATERHOUSE LLP
Houston, Texas
September 3, 1997
EXHIBIT 23.4
LETTER OF CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 (Directors' stock option
plan) of our report dated May 20, 1996 on the consolidated balance sheets of
Quitral-Co S.A.I.C. and its subsidiary as of June 30, 1995 and 1994, and the
related consolidated statements of income, changes in shareholders' equity and
cash flows for the years ended June 30, 1995, 1994 and 1993, included in the
Current Report on Form 8-K filed by Pride International, Inc. (formerly Pride
Petroleum Services, Inc.) on March 25, 1997, as amended by a Form 8-K/A filed on
April 8, 1997, and to all references to our Firm included in this registration
statement on Form S-8 by Pride International, Inc.
PISTRELLI, DIAZ Y ASOCIADOS
/s/ ENRIQUE C. GROTZ
ENRIQUE C. GROTZ
Partner
Buenos Aires, Argentina
September 4, 1997
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated May 8,
1996 on the consolidated balance sheet of Forasol-Foramer N.V. and subsidiaries
as of December 31, 1995, and the related consolidated statements of income, of
cash flows and of changes in stockholders' equity for each of the two years in
the period ended December 31, 1995, incorporated by reference in this
Registration Statement on Form S-8 by Pride International, Inc.
Paris, France
September 3, 1997
Price Waterhouse
