SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): MARCH 10, 1997
PRIDE PETROLEUM SERVICES, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 0-16963 76-0069030
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713/789-1400
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 10, 1997, Pride Petroleum Services, Inc. (the "Company")
acquired the capital stock of the operating subsidiaries of Forasol-Foramer N.V.
("Forasol-Foramer") for aggregate consideration of approximately $113.2 million
in cash and 11.1 million shares of the Company's common stock, which was
negotiated at arms' length. The sellers had no material relationship with the
buyer. Pursuant to the Purchase Agreement (the "Purchase Agreement") dated as of
December 16, 1996 by and among the Company, Forasol-Foramer and certain
controlling shareholders of Forasol-Foramer, the shareholders of Forasol-Foramer
received 0.66 shares of the Company's common stock and $6.80 in cash for each
Forasol-Foramer common share held by them. Of the cash portion of the purchase
price, $87.5 million was funded out of working capital, including the net
proceeds from the sale of the Company's domestic well servicing operations in
February 1997, and $25.7 million was funded out of borrowings under a Credit
Agreement dated as of March 6, 1997 among the Company, each of the banks that
are or may be a party thereto, First National Bank of Commerce, as arranger and
syndication agent, and Wells Fargo Bank (Texas), National Association, as
administrative and documentation agent. Borrowings under the Credit Agreement
mature in March 2002 and bear interest at a variable rate based on either the
prime rate or LIBOR, currently 7.44%.
Forasol-Foramer's operating subsidiaries provide onshore and
offshore drilling, workover and related services in more than 15 countries,
operating a diverse fleet of two semisubmersible rigs, three jackup rigs, seven
tender-assisted rigs, four barge rigs and 29 land-based rigs. The Company
intends to continue to conduct the business of the operating subsidiaries of
Forasol-Foramer in the manner previously conducted.
References to the Purchase Agreement set forth herein do not
purport to be complete and are qualified in their entirety by the provisions of
the Purchase Agreement, which is incorporated herein by reference to the exhibit
referred to below under Item 7(c).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Provision of financial statements for Forasol-Foramer required by
this item within 15 days is impracticable. The required financial statements
will be filed by an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than 60 days after this Report is required to be
filed.
(b) PRO FORMA FINANCIAL INFORMATION.
Provision of pro forma financial information for the Company
required by this item within 15 days is impracticable. The required pro forma
financial information will be filed by an amendment to this Current Report on
Form 8-K as soon as practicable, but not later than 60 days after this Report is
required to be filed.
(c) EXHIBITS.
2.1 -- Purchase Agreement dated as of December 16, 1996 by and
among Pride Petroleum Services, Inc., Forasol-Foramer N.V.
and certain shareholders of Forasol-Foramer N.V.
(incorporated by reference to Appendix A of the
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Company's Proxy Statement/Prospectus dated January 31,
1997 (File No. 0-16963)).
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SIGNATURE
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.
PRIDE PETROLEUM SERVICES, INC.
By: /S/ EARL MCNIEL
Earl McNiel
Vice President and Chief
Financial Officer
Date: March 25, 1997
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