As filed with the Securities and Exchange Commission on April 4, 1997
REGISTRATION NO. 333-21385
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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<S> <C>
ROBERT W. RANDALL
PRIDE PETROLEUM SERVICES, INC. PRIDE PETROLEUM SERVICES, INC.
1500 CITY WEST BLVD., SUITE 400 1500 CITY WEST BLVD., SUITE 400
HOUSTON, TEXAS 77042 HOUSTON, TEXAS 77042
(713) 789-1400 (713) 789-1400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (NAME, ADDRESS, INCLUDING ZIP CODE,
NUMBER, INCLUDING AREA CODE, OF REGISTRANT) AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
</TABLE>
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COPY TO:
L. PROCTOR THOMAS
BAKER & BOTTS, L.L.P.
3000 ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
(713) 229-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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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<PAGE>
SUBJECT TO COMPLETION DATED APRIL 4, 1997
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.
PROSPECTUS
$500,000,000
[LOGO] PRIDE PETROLEUM SERVICES, INC.
DEBT SECURITIES
COMMON STOCK
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Pride Petroleum Services, Inc. (the "Company") may offer from time to time
its unsecured debt securities consisting of notes, debentures or other evidences
of indebtedness (the "Debt Securities"). The Company may also offer and sell
from time to time shares of its common stock, no par value (the "Common Stock").
The aggregate initial offering price of the Debt Securities and the Common Stock
to be offered by the Company hereby (the "Securities") will not exceed
$500,000,000 or, if applicable, the equivalent thereof in any other currency or
currency unit. The Securities may be offered as separate series in amounts, at
prices and on terms to be determined in light of market conditions at the time
of sale and set forth in a Prospectus Supplement.
The terms of each series of Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates (or method of determining the same) and time or times of
payment of any interest, any terms for optional or mandatory redemption, which
may include redemption at the option of holders upon the occurrence of certain
events, or payment of additional amounts or any sinking fund provisions, any
provisions with respect to conversion (in the case of Debt Securities that may
be convertible into Common Stock), the initial public offering price, the net
proceeds to the Company and any other specific terms in connection with the
offering and sale of such series will be set forth in a Prospectus Supplement.
As used herein, the Debt Securities shall include securities denominated in
United States dollars or, at the option of the Company if so specified in an
applicable Prospectus Supplement, in any other currency or currency unit, or in
amounts determined by reference to an index. In addition, all or a portion of
the Debt Securities of a series may be issuable in temporary or permanent global
form.
The Securities may be sold directly by the Company to investors, through
agents designated from time to time or to or through underwriters or dealers.
See "Plan of Distribution." If any agents of the Company or any underwriters are
involved in the sale of any Securities in respect of which this Prospectus is
being delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement.
The Common Stock is traded on the Nasdaq National Market under the symbol
"PRDE." Any Common Stock offered will be traded, subject to notice of issuance,
on the Nasdaq National Market.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
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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 , 1997.
<PAGE>
NO DEALERS, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING COVERED
BY THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THIS PROSPECTUS NOR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL, OR A SOLICITATION OF ANY
OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
Available Information.........................................3
Incorporation of Certain Documents by Reference...............3
The Company...................................................4
Use of Proceeds...............................................4
Ratio of Earnings to Fixed Charges............................4
Description of Debt Securities................................4
Description of Capital Stock.................................10
Plan of Distribution.........................................12
Legal Matters................................................13
Independent Public Accountants...............................14
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IN CONNECTION WITH AN OFFERING THROUGH UNDERWRITERS, CERTAIN PERSONS
PARTICIPATING IN SUCH OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE,
MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES OFFERED, INCLUDING,
AMONG OTHERS, OVERALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, DURING AND AFTER SUCH OFFERING.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
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AVAILABLE INFORMATION
The Company 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 60661-2511 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 Commission maintains an Internet
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
(http://www.sec.gov). The Common Stock is traded on the Nasdaq National Market.
This Prospectus, which constitutes part of a registration statement on
Form S-3 (the "Registration Statement") filed by the Company 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 the
Company 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company 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, 1996;
(b) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on February 6, 1989, as
such Registration Statement may be amended from time to time for the
purpose of updating, changing or modifying such description;
(c) Current Report on Form 8-K filed March 7, 1997; and
(d) Current Report on Form 8-K filed March 25, 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 Prospectus and prior to the termination of the offering made hereby (by
the filing of a post-effective amendment to the 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 by reference in this Prospectus and to be a part hereof from the
date of filing of such document. Any statement contained 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 other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of such person, a copy of any or all documents
that have been incorporated herein by reference (not including exhibits to the
documents that have been incorporated herein by reference unless such exhibits
are specifically incorporated by reference in the documents this Prospectus
incorporates). Requests should be directed to Robert W. Randall, Secretary,
Pride Petroleum Services, Inc., 1500 City West Blvd., Suite 400, Houston, Texas
77042 (telephone number: (713) 789-1400).
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THE COMPANY
The Company is a leading domestic and international provider of contract
drilling and related services, operating both on land and offshore. In recent
years, the Company has focused its growth strategy on the higher margin offshore
and international drilling and workover markets. Consistent with this strategy,
the Company acquired Quitral-Co S.A.I.C., the largest drilling and workover
contractor in Argentina, in April 1996, divested its domestic land-based well
servicing operations in February 1997, and acquired the operating subsidiaries
of Forasol-Foramer N.V., which provide offshore and onshore drilling, workover
and engineering services primarily in Latin America, Africa and the Middle East,
in March 1997. These transactions transformed the Company into one of the
largest and most diversified drilling contractors in the world. The significant
diversity of the Company's rig fleet enables the Company to provide a broad
range of services and to take advantage of market upturns while reducing its
exposure to sharp downturns in any particular market sector or geographic
region. Pride Petroleum Services, Inc. is a Louisiana corporation with its
principal executive offices located at 1500 City West Blvd., Suite 400, Houston,
Texas 77042. Its telephone number at that address is (713) 789-1400.
USE OF PROCEEDS
Except as otherwise described in any Prospectus Supplement or any Pricing
Supplement, the net proceeds from the sale of Securities will be used for
general corporate purposes, which may include refinancings of indebtedness,
working capital, capital expenditures, acquisitions and repurchases and
redemptions of Securities.
RATIO OF EARNINGS TO FIXED CHARGES
YEARS ENDED DECEMBER 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- --
Ratio of Earnings to Fixed Charges ....... 2.7x 4.0x 6.2x 5.8x --
The ratio of earnings to fixed charges has been computed by dividing
earnings available for fixed charges (earnings before income taxes plus fixed
charges less capitalized interest) by fixed charges (interest expense plus
capitalized interest and the portion of operating lease rental expense that
represents the interest factor). For the year ended December 31, 1992, earnings
were inadequate to cover fixed charges by $1,359,000.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain
general terms and provisions of the Debt Securities to which any Prospectus
Supplement may relate ("Offered Debt Securities"). The particular terms of the
Offered Debt Securities and the extent to which such general provisions may
apply will be described in a Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities will be general unsecured obligations of the Company
and will be issued under an Indenture (the "Indenture"), between the Company and
The Chase Manhattan Bank, as trustee (the "Trustee"). The statements under this
caption relating to the Debt Securities and the Indenture are summaries only and
do not purport to be complete. Such summaries make use of terms defined in the
Indenture. Wherever such terms are used herein or particular provisions of the
Indenture are referred to, such terms or provisions, as the case may be, are
incorporated by reference as part of the statements made herein, and such
statements are qualified in their entirety by such reference. Certain defined
terms in the Indenture are capitalized herein. The italicized parenthetical
references below refer to the section numbers in the Indenture, unless otherwise
indicated.
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GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities that can be issued thereunder and provides that Debt Securities may
be issued from time to time thereunder in one or more series, each in an
aggregate principal amount authorized by the Company prior to issuance. The
Indenture does not limit the amount of other unsecured indebtedness or
securities that may be issued by the Company.
Unless otherwise indicated in a Prospectus Supplement, the Debt Securities
will not benefit from any covenant or other provision that would afford Holders
of such Debt Securities special protection in the event of a highly leveraged
transaction involving the Company.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Debt Securities, which will be issued in registered form: (i) the
title and aggregate principal amount of the Offered Debt Securities; (ii) the
date or dates on which the Offered Debt Securities will mature; (iii) the rate
or rates (which may be fixed or variable) per annum, if any, at which the
Offered Debt Securities will bear interest or the method of determining such
rate or rates; (iv) the date or dates from which such interest, if any, will
accrue and the date or dates at which such interest, if any, will be payable;
(v) the terms for redemption or early payment, if any, including any mandatory
or optional sinking fund or analogous provision; (vi) the terms for conversion
or exchange, if any, of the Offered Debt Securities; (vii) whether such Offered
Debt Securities will be issued in the form of one or more global securities and
whether such global securities are to be issuable in temporary global form or
permanent global form; (viii) if other than U.S. dollars, the currency,
currencies or currency unit or units in which such Offered Debt Securities will
be denominated and in which the principal of, and premium and interest, if any,
on, such Offered Debt Securities will be payable; (ix) whether, and the terms
and conditions on which, the Company or a Holder may elect that, or the other
circumstances under which, payment of principal of, or premium or interest, if
any, on, such Offered Debt Securities is to be made in a currency or currencies
or currency unit or units other than that in which such Offered Debt Securities
are denominated; and (x) any other specific terms of the Offered Debt
Securities. Reference is also made to the Prospectus Supplement for information
with respect to any additional covenants that may be included in the terms of
the Offered Debt Securities.
(SECTION 301)
No service charge will be made for any registration of transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (SECTION 305)
To the extent the Company conducts its operations through Subsidiaries,
the Holders of Debt Securities will have a junior position to any creditors of
the Company's Subsidiaries.
Offered Debt Securities may be sold at a discount (which may be
substantial) below their stated principal amount bearing no interest or interest
at a rate that at the time of issuance is below market rates. Any material
United States federal income tax consequences and other special considerations
applicable thereto will be described in the Prospectus Supplement relating to
any such Offered Debt Securities.
If any of the Offered Debt Securities are sold for any foreign currency or
currency unit or if the principal of, or premium or interest, if any, on, any of
the Offered Debt Securities is payable in any foreign currency or currency unit,
the restrictions, elections, tax consequences, specific terms and other
information with respect to such Offered Debt Securities and such foreign
currency or currency unit will be set forth in the Prospectus Supplement
relating thereto.
EVENTS OF DEFAULT
Unless otherwise provided with respect to any series of Debt Securities,
the following are Events of Default under the Indenture with respect to the Debt
Securities of such series issued under such Indenture: (a) failure to pay
principal of (or premium, if any, on) any Debt Security of such series when due;
(b) failure to pay any interest on any Debt Security of such series when due,
continued for 30 days; (c) failure to deposit any mandatory sinking fund
payment, when due, in respect of the Debt Securities of such series, continued
for 30 days; (d) failure to perform any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture for the benefit of a
series of Debt Securities other than such series), continued for 90 days after
written notice as provided in the Indenture;
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(e) certain events of bankruptcy, insolvency or reorganization; and (f) any
other Event of Default as may be specified with respect to Debt Securities of
such series. (SECTION 501) If an Event of Default with respect to any
outstanding series of Debt Securities occurs and is continuing, either the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Debt Securities of such series (in the case of an Event of Default described in
clause (a), (b), (c) or (f) above) or at least 25% in principal amount of all
outstanding Debt Securities under the Indenture (in the case of other Events of
Default) may declare the principal amount of all the Debt Securities of the
applicable series (or of all outstanding Debt Securities under the Indenture, as
the case may be) to be due and payable immediately. At any time after a
declaration of acceleration has been made, but before a judgment has been
obtained, the Holders of a majority in principal amount of the outstanding Debt
Securities of such series (or of all outstanding Debt Securities under the
applicable Indenture, as the case may be) may, under certain circumstances,
rescind and annul such acceleration. (SECTION 502) Depending on the terms of
other indebtedness of the Company outstanding from time to time, an Event of
Default under the Indenture may give rise to cross defaults on such other
indebtedness of the Company.
The Indenture provides that, within 90 days after the occurrence of a
default in respect of any series of Debt Securities, the Trustee will give to
the Holders of the Debt Securities of such series notice of all uncured and
unwaived defaults known to it; PROVIDED, HOWEVER, that, except in the case of a
default in the payment of the principal of (or premium, if any) or any interest
on, or any sinking fund installment with respect to, any Debt Securities of such
series, the Trustee will be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the interest of the
Holders of the Debt Securities of such series; and PROVIDED, FURTHER, that such
notice shall not be given until at least 30 days after the occurrence of a
default in the performance or breach of any covenant or warranty of the Company
under such Indenture other than for the payment of the principal of (or premium,
if any) or any interest on, or any sinking fund installment with respect to, any
Debt Securities of such series. For the purpose of this provision, "default"
with respect to Debt Securities of any series means any event that is, or after
notice or lapse of time, or both, would become, an Event of Default with respect
to the Debt Securities of such Series. (SECTION 602)
The Holders of a majority in principal amount of the outstanding Debt
Securities of any series (or, in certain cases, all outstanding Debt Securities
under the Indenture) have the right, subject to certain limitations, to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of such series (or of all outstanding Debt
Securities under the Indenture). (SECTION 512) The Indenture provides that in
case an Event of Default shall occur and be continuing, the Trustee shall
exercise such of its rights and powers under the applicable Indenture and use
the same degree of care and skill in its exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.
(SECTION 601) Subject to such provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any of the Holders of the Debt Securities unless they shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request. (SECTION 603)
The Holders of a majority in principal amount of the outstanding Debt
Securities of any series (or, in certain cases, all outstanding Debt Securities
under the Indenture) may on behalf of the Holders of all Debt Securities of such
series (or of all outstanding Debt Securities under the Indenture) waive any
past default under the Indenture, except a default in the payment of the
principal of (or premium, if any) or interest on any Debt Security or in respect
of a provision that under the applicable Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Debt Security affected.
(SECTION 513) The Holders of a majority in principal amount of the outstanding
Debt Securities affected thereby may on behalf of the Holders of all such Debt
Securities waive compliance by the Company with certain restrictive provisions
of the Indenture. (SECTION 1006)
The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of certain of its obligations under each
Indenture and as to any default in such performance. (SECTION 1005)
MODIFICATION
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the outstanding Debt Securities under the Indenture affected thereby;
PROVIDED, HOWEVER, that no such modification or amendment may, without the
consent of the Holder of each outstanding Debt Security affected thereby, (a)
change the stated maturity date of the principal of, or any installment
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of principal of or interest on, any Debt Security, (b) reduce the principal
amount of, or the premium (if any) or interest on, any Debt Security, (c) change
the place or currency, currencies, or currency unit or units of payment of
principal of, or premium (if any) or interest on, any Debt Security, (d) impair
the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security or (e) reduce the percentage in principal amount of
outstanding Debt Securities the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults. (SECTION
902)
The Indenture provides that the Company and the Trustee may, without the
consent of any Holders of Debt Securities, enter into supplemental indentures
for the purposes, among other things, of adding to the Company's covenants,
adding additional Events of Default, establishing the form or terms of Debt
Securities or curing ambiguities or inconsistencies in the Indenture, provided
that such action to cure ambiguities or inconsistencies shall not adversely
affect the interests of the Holders of the Debt Securities in any material
respect.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of outstanding Debt
Securities, may consolidate with or merge into, or convey, transfer or lease its
assets substantially as an entirety to, any Person, provided that (i) the Person
formed by such consolidation or into which the Company is merged or that
acquires or leases the assets of the Company substantially as an entirety is a
Person that assumes by supplemental indenture the Company's obligations on the
Debt Securities and under the Indenture, (ii) after giving effect to the
transaction, no Event of Default and no event that, after notice or lapse of
time or both, would become an Event of Default shall have occurred and be
continuing, and (iii) certain other conditions are met. Upon compliance with
these provisions by a successor Person, the Company will (except in the case of
a lease) be relieved of its obligations under the Indenture and the Debt
Securities. (ARTICLE EIGHT)
DISCHARGE AND DEFEASANCE
The Company may terminate its obligations under the Indenture, other than
its obligation to pay the principal of (and premium, if any) and interest on the
Debt Securities of any series and certain other obligations, provided that it
(i) irrevocably deposits or causes to be irrevocably deposited with the Trustee
as trust funds money or U.S. Government Obligations maturing as to principal and
interest sufficient to pay the principal of, any interest on, and any mandatory
sinking funds in respect of, all outstanding Debt Securities of such series on
the stated maturity of such payments or on any redemption date and (ii) complies
with any additional conditions specified to be applicable with respect to the
covenant defeasance of Debt Securities of such series. (SECTION 401)
The terms of any series of Debt Securities may also provide for legal
defeasance pursuant to each Indenture. In such case, if the Company (i)
irrevocably deposits or causes to be irrevocably deposited money or U.S.
Government Obligations as described above, (ii) makes a request to the Trustee
to be discharged from its obligations on the Debt Securities of such series and
(iii) complies with any additional conditions specified to be applicable with
respect to legal defeasance of Debt Securities of such series, then the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Debt Securities of such series, the obligations of the Company under
the Indenture and the Debt Securities of such series to pay the principal of
(and premium, if any) and interest on the Debt Securities of such series shall
cease, terminate and be completely discharged, and the Holders thereof shall
thereafter be entitled only to payment out of the money or U.S. Government
Obligations deposited with the Trustee as aforesaid, unless the Company's
obligations are revived and reinstated because the Trustee is unable to apply
such trust fund by reason of any legal proceeding, order or judgment. (SECTIONS
403 AND 404).
"U.S. Government Obligations" is defined in the Indenture as direct
noncallable obligations of, or noncallable obligations the payment of principal
of and interest on which is guaranteed by, the United States of America, or to
the payment of which obligations or guarantees the full faith and credit of the
United States of America is pledged, or beneficial interests in a trust the
corpus of which consists exclusively of money or such obligations or a
combination thereof. (SECTION 101)
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FORM, EXCHANGE, REGISTRATION AND TRANSFER
Debt Securities are issuable in definitive form as Registered Debt
Securities. (SECTION 301) Reference is made to the Prospectus Supplement for the
terms relating to the form, exchange, registration and transfer of Debt
Securities issuable in temporary or permanent global forms.
Registered Debt Securities of any series will be exchangeable for other
Registered Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations.
Registered Debt Securities may be presented for registration of transfer
(with the form of transfer endorsed thereon duly executed), at the office of the
Security Registrar or at the office of any transfer agent designated by the
Company for such purpose with respect to any series of Debt Securities and
referred to in an applicable Prospectus Supplement, without service charge and
upon payment of any taxes and other governmental charges as described in the
Indenture. Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being satisfied with the
documents of title and identity of the Person making the request. The Company
has appointed the Trustee as Security Registrar. (SECTION 305) If a Prospectus
Supplement refers to any transfer agents (in addition to the Security Registrar)
initially designated by the Company with respect to any series of Debt
Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that, if Debt Securities of a series are issuable
solely as Registered Debt Securities, the Company will be required to maintain a
transfer agent in each Place of Payment for such series. The Company may at any
time designate additional transfer agents with respect to any series of Debt
Securities.
(SECTION 1002)
In the event of any redemption in part, the Company shall not be required
to (i) issue, register the transfer of or exchange Registered Debt Securities of
any series during a period beginning at the opening of business 15 days prior to
the selection of Debt Securities of that series for redemption and ending on the
close of business on the day of mailing of the relevant notice of redemption or
(ii) register the transfer of or exchange any Registered Debt Security, or
portion thereof, called for redemption, except the unredeemed portion of any
Registered Debt Security being redeemed in part.
(SECTION 305)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Registered Debt Securities will
be made in the designated currency or currency unit at the office of such Paying
Agent or Paying Agents as the Company may designate from time to time, except
that, at the option of the Company, payment of any interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Registered Debt
Securities will be made to the Person in whose name such Registered Debt
Security is registered at the close of business on the Regular Record Date for
such interest.
(SECTION 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
Corporate Trust Office of the Trustee in New York, New York will be designated
as a Paying Agent for the Company for payments with respect to Debt Securities
issuable solely as Registered Debt Securities. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that the Company will be required to maintain a Paying Agent in each
Place of Payment for such series. (SECTION 1002)
All moneys paid by the Company to a Paying Agent for the payment of
principal of and any premium or interest on any Debt Security that remain
unclaimed at the end of three years after such principal, premium or interest
shall have become due and payable will (subject to applicable escheat laws) be
repaid to the Company, and the Holder of such Debt Security or any coupon will
thereafter look only to the Company for payment thereof. (SECTION 1003)
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BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued, in whole or in part, in the
form of one or more global Debt Securities that would be deposited with a
depositary or its nominee identified in the applicable Prospectus Supplement.
Global Debt Securities may be issued in either temporary or permanent form. The
specific terms of any depositary arrangement with respect to any portion of a
series of Debt Securities and the rights of, and limitations on, owners of
beneficial interests in any such global Debt Security representing all or a
portion of a series of Debt Securities will be described in the applicable
Prospectus Supplement. (SECTION 204)
MEETINGS
The Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series. (SECTION 1301) A meeting may be called at any time
by the Trustee, and also, upon request, by the Company or the Holders of at
least 10% in principal amount of the Outstanding Debt Securities of such series,
in any such case upon notice given as described under "Notices" below. (SECTION
1302) Except for any consent that must be given by the Holder of each
Outstanding Debt Security affected thereby, as described under "Modification"
above, any resolution presented at a meeting or adjourned meeting at which a
quorum is present may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series;
PROVIDED, HOWEVER, that, except for any consent that must be given by the Holder
of each Outstanding Debt Security affected thereby, as described under
"Modification" above, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that may be
made, given or taken by the Holders of a specified percentage, which is less
than a majority in principal amount of the Outstanding Debt Securities of a
series, may be adopted at a meeting or adjourned meeting duly reconvened at
which a quorum is present by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Debt Securities of
that series. Subject to the proviso set forth above, any resolution passed or
decision taken at any meeting of Holders of Debt Securities of any series duly
held in accordance with the Indenture will be binding on all Holders of Debt
Securities of that series and any related coupons. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will be Persons
holding or representing a majority in principal amount of the Outstanding Debt
Securities of a series. (SECTION 1304)
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed
in accordance with the laws of the State of New York. (SECTION 113)
NOTICES
Notices to Holders of Registered Debt Securities will be given by mail to
the addresses of such Holders as they appear in the Security Register. (SECTION
107)
THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee, as
a creditor of the Company, to obtain payment of claims in certain cases and to
realize on certain property received with respect to any such claims, as
security or otherwise. (SECTION 613) The Trustee is permitted to engage in other
transactions, except that, if it acquires any conflicting interest (as defined),
it must eliminate such conflict or resign. (SECTION 608)
The Trustee has made loans to the Company and its subsidiaries and
affiliates from time to time in the ordinary course of business and at
prevailing interest rates under agreements with commercial bank groups. In
addition, the Trustee may from time to time serve as a depositary of funds of,
and perform other services for, the Company.
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DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 100,000,000 shares of Common Stock and
5,000,000 shares of preferred stock, no par value ("Preferred Stock"). To date,
no series of Preferred Stock has been designated or issued. The following
summary description of the capital stock of the Company is qualified in its
entirety by reference to the Articles, a copy of which has been incorporated by
reference as an exhibit to the Registration Statement.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share, and, in
general, a majority of votes cast with respect to a matter is sufficient to
authorize action. 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 payment or provision for payment of all
amounts to which holders of any 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 are,
and any shares of Common Stock to be sold by the Company hereby will be, 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
When and if issued, 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 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 antitakeover 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 antitakeover 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, although no amendment to the Bylaws to
decrease the number of directors shall shorten the term of any incumbent
director. The Bylaws provide for eight directors and, in addition, that the
Bylaws may be amended by shareholders only upon the affirmative vote of at least
80% of the voting power. Moreover, 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. The shareholders, however, 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.
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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. A quorum for a
meeting of shareholders is a majority of the outstanding shares of Common Stock
entitled to vote. Unless the question brought before the meeting is one for
which, by express provision of law or the Articles, a different vote is
required, a majority of the votes cast decides the question. Unless otherwise
required by law or the Bylaws, meetings of shareholders may be held at any place
within or without Louisiana, as designated by the Board of Directors.
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.
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) 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 the Company's 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.
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<PAGE>
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
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 a
majority of the total voting power present at a shareholders' meeting are
required to amend certain provisions of the Articles. The exceptions relate
generally to the authority of the Board of Directors to issue Preferred Stock,
the antitakeover provisions and limitations on director liability, in which
instances an amendment requires approval of holders of 80% of the total voting
power. The Bylaws provide that they 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.
PLAN OF DISTRIBUTION
The Company may sell the Securities in and/or outside the United States:
(i) through underwriters or dealers, (ii) directly to a limited number of
purchasers or to a single purchaser or (iii) through agents. The Prospectus
Supplement with respect to the Securities offered thereby (the "Offered
Securities") will set forth the terms of the offering of the Offered Securities,
including the name or names of any underwriters or agents, the purchase price of
the Offered Securities and the proceeds to the Company from such sale, any
delayed delivery arrangements, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more
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<PAGE>
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of Securities to be named in the Prospectus
Supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover of such
Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement
relating thereto, the obligations of the underwriters to purchase the Offered
Securities will be subject to conditions precedent, and the underwriters will be
obligated to purchase all the Offered Securities if any are purchased.
During and after an offering through underwriters, such underwriters may
purchase and sell the Securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the Offered Securities sold for
their account may be reclaimed by the syndicate if such Offered Securities are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Offered Securities, which may be higher than the price that might otherwise
prevail in the open market, and, if commenced, may be discontinued at any time.
If dealers are used in the sale of Offered Securities in respect of which
this Prospectus is delivered, the Company will sell such Offered Securities to
dealers as principals. The dealers may then resell such Offered Securities to
the public at varying prices to be determined by such dealers at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the Prospectus Supplement relating thereto.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Securities in respect to which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement arising thereto. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
The Securities may be sold directly by the Company to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any sale thereof. The terms of any such sales
will be described in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that such agents, dealers or underwriters may be
required to make in respect thereof. Agents, dealers and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
The Securities may or may not be listed on a national securities exchange.
No assurances can be given that there will be a market for the Securities.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by McGlinchey Stafford, a professional
limited liability company, New Orleans, Louisiana. Certain legal matters in
connection with the Debt Securities offered hereby will be passed upon for the
Company by Baker & Botts, L.L.P., Houston, Texas. McGlinchey Stafford, a
professional limited liability company, will pass on all matters of Louisiana
law in this connection.
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<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated balance sheet of the Company as of December 31, 1996 and
1995, 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, 1996, 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by the
Company in connection with the offering described in this Registration
Statement.
Registration fee............................. $ 151,516
Printing expenses............................ 150,000
Accounting fees and expenses................. 200,000
Legal fees and expenses...................... 200,000
Trustee fees and expenses.................... 10,000
Rating agency fees........................... 150,000
Miscellaneous................................ 38,484
---------
Total.................................. $ 900,000
=========
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 Company's 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 16. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
*1.1 Form of Underwriting Agreement (Debt Securities)
*1.2 Form of Underwriting Agreement (Common Stock)
+4.1 Form of Indenture between the Company and The Chase Manhattan Bank, as
trustee
**4.2 Form of Debt Securities
5.1 Opinion of Baker & Botts, L.L.P.
5.2 Opinion of McGlinchey Stafford
12 Statement of Computation of ratio of earnings to fixed charges
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1)
23.3 Consent of McGlinchey Stafford (included in Exhibit 5.2)
+24 Powers of Attorney
+25 Statement of Eligibility and Qualification under the Trust Indenture Act
of 1939 of The Chase Manhattan Bank, as trustee, is bound separately on
Form T-1
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* The Company will file any underwriting agreement relating to Debt
Securities or Common Stock offered hereby as an exhibit to a current
report on Form 8-K.
** The Company will file any form of Debt Securities as an exhibit to a
current report on Form 8-K.
+ Previously filed.
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<PAGE>
ITEM 17. 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on April 3, 1997.
PRIDE PETROLEUM SERVICES, INC.
By: RAY H. TOLSON
Ray H. Tolson
Chairman of the Board and
Chief Executive Officer
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 April 3, 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 EL (Principal Financial and Accounting Officer)
Director
Christian J. Boon Falleur
* Director
James B. Clement
Director
Remi Dorval
* Director
Jorge E. Estrada M.
* Director
Ralph D. McBride
* Director
James T. Sneed
*By: /S/ RAY H. TOLSON Director
Ray H. Tolson
Attorney-in-fact
II-3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
*1.1 Form of Underwriting Agreement (Debt Securities)
*1.2 Form of Underwriting Agreement (Common Stock)
+4.1 Form of Indenture between the Company and The Chase Manhattan Bank, as
trustee
**4.2 Form of Debt Securities
5.1 Opinion of Baker & Botts, L.L.P.
5.2 Opinion of McGlinchey Stafford
12 Statement of Computation of ratio of earnings to fixed charges
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1)
23.3 Consent of McGlinchey Stafford (included in Exhibit 5.2)
+24 Powers of Attorney
+25 Statement of Eligibility and Qualification under the Trust Indenture Act
of 1939 of The Chase Manhattan Bank, as trustee, is bound separately on
Form T-1
- ---------------
* The Company will file any underwriting agreement relating to Debt
Securities or Common Stock offered hereby as an exhibit to a current
report on Form 8-K.
** The Company will file any form of Debt Securities as an exhibit to a
current report on Form 8-K.
+ Previously filed.
II-4
EXHIBIT 5.1
Baker & Botts, L.L.P.
910 Louisiana
One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
April 3, 1997
Pride Petroleum Services, Inc.
1500 City West Boulevard
Suite 400
Houston, Texas 77042
Gentlemen:
As set forth in the Registration Statement on Form S-3
(Registration No. 333-21385) filed with the Securities and Exchange Commission
(the "Commission") on February 7, 1997 (the "Registration Statement") by Pride
Petroleum Services, Inc., a Louisiana corporation (the "Company"), under the
Securities Act of 1933, as amended (the "Act"), relating to (i) unsecured debt
securities of the Company ("Debt Securities") and (ii) shares of common stock,
no par value, of the Company, to be issued and sold by the Company from time to
time pursuant to Rule 415 under the Act for an aggregate initial offering price
not to exceed $500,000,000, certain legal matters in connection with the Debt
Securities are being passed upon for you by us.
In our capacity as your counsel in the connection referred to
above, we have examined (i) the Amended and Restated Articles of Incorporation
and By-Laws of the Company, each as amended to date; (ii) the Indenture in the
form of Exhibit 4.1 to the Registration Statement to be executed by the Company
and The Chase Manhattan Bank, as trustee (the "Indenture"), pursuant to which
Debt Securities may be issued; and (iii) the originals, or copies certified or
otherwise identified, of corporate records of the Company, certificates of
representatives of the Company, statutes and other instruments and documents as
a basis for the opinions hereafter expressed.
<PAGE>
Pride Petroleum Services, Inc. -2- April 3, 1997
In this opinion, we have assumed that (i) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective; (ii) a Prospectus Supplement will have been prepared
and filed with the Commission describing the Debt Securities offered thereby;
(iii) all Debt Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration
Statement and the appropriate Prospectus Supplement; and (iv) a definitive
purchase, underwriting or similar agreement with respect to any Debt Securities
offered will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto.
On the basis and subject to the foregoing, we are of the opinion
that, when (i) the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended; (ii) the Board of Directors has taken all necessary
corporate action to approve the issuance and terms of such Debt Securities, the
terms of the offering thereof and related matters; and (iii) such Debt
Securities have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Indenture and the applicable definitive
purchase, underwriting or similar agreement approved by the Board of Directors
upon payment of the consideration therefor provided for therein, such Debt
Securities will be legally issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except to the extent that the enforceability thereof may be limited
by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or
other laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
We hereby consent to the filing of this opinion of counsel as an
exhibit to the Registration Statement and to the reference to our Firm under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
LPT/TRF
EXHIBIT 5.2
McGlinchey Stafford
A Professional Limited Liability Company
643 Magazine Street
New Orleans, Louisiana 70130-3477
(504) 586-1200
April 3, 1997
Pride Petroleum Services, Inc.
1500 City West Boulevard, Suite 400
Houston, Texas 77042
Re: Registration of not more than $500,000,000 in shares of the no
par value Common Stock of Pride Petroleum Services, Inc. and/or
Debt Securities to be issued by Pride Petroleum Services, Inc.
Gentlemen:
We are acting as special Louisiana counsel to Pride Petroleum Services,
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-3 (Registration No. 333- 21385), as amended,
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended. The Registration
Statement relates to the offering of not more than $500,000,000 in shares (the
"Shares") of the Company's no par value Common Stock ("Common Stock") and/or
Debt Securities to be sold by the Company as described in the Registration
Statement. Unless otherwise defined, capitalized terms used herein shall have
the respective 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 (together the "Opinion
Documents"):
1. a copy of the Amended and Restated Articles of Incorporation of
the Company, as amended, certified by the Corporate Secretary
(the "Articles of Incorporation");
<PAGE>
Pride Petroleum Services, Inc.
April 3, 1997
Page 2
2. a copy of the Bylaws of the Company, certified by the Corporate
Secretary (the "Bylaws");
3. an original Certificate of Good Standing for the Company from
the Louisiana Secretary of State dated March 19, 1997;
4. the Registration Statement;
5. resolutions of the Board of Directors (the "Board") of the
Company, certified by the Corporate Secretary; and
6. 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 a certificate from the Secretary of
the Company (the "Secretary's Certificate") with respect to the accuracy of the
material factual matters contained in such certificate, 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:
1. 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
conformed, certified, or photostatic copies;
2. the accuracy of all statements of fact set forth in the
Registration Statement;
3. the Company has not (a) declared or issued a stock dividend or
stock split; (b) issued stock rights, options or warrants to
holders of the Common Stock, except as expressly set forth in
the Registration Statement or the Proxy Statement/Prospectus
dated January 31, 1997 relating to a special meeting of the
Shareholders of the Company held on March 5, 1997; or (c)
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; and
<PAGE>
Pride Petroleum Services, Inc.
April 3, 1997
Page 3
4. that the Company will not issue and sell any Shares registered
pursuant to the Registration Statement in excess of the
authorized but unissued and unreserved shares of the Common
Stock.
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. (i) When the Board has taken all necessary corporate action to
approve the issuance of the Shares and (ii) when the Pricing
Committee or the Finance Committee has determined the price or
when the Board has fixed the consideration, in dollars, for the
Shares to be issued, upon the issuance and sale of the Shares by
the Company and receipt by the Company of the purchase price as
fixed by the Pricing Committee or the Finance Committee or the
other consideration as established by the Board, such Shares
that may be sold by the Company as set forth in the Registration
Statement 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 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.
2. Our opinions are limited to the specific issues addressed 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.
<PAGE>
Pride Petroleum Services, Inc.
April 3, 1997
Page 4
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 12
PRIDE PETROLEUM SERVICES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1992 1993 1994 1995 1996
------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
Historical
Net earnings from continuing operations
before provision for income taxes .................................. $(1,359) $3,319 $8,134 $22,423 $30,819
Add:
Portion of rents representative of the
interest factor .................................................... 595 688 812 935 1,590
Interest on indebtedness ........................................... 3 10 207 6,158 13,195
Amortization of deferred financing costs ........................... -- -- -- 118 440
------- ------ ------ ------- -------
Earnings as adjusted ............................................... $ (761) $4,017 $9,153 $29,634 $46,044
======= ====== ====== ======= =======
Fixed charges:
Portion of rents representative of the
interest factor .................................................... $ 595 $ 688 $ 812 $ 935 $ 1,590
Interest on indebtedness ........................................... 3 10 207 6,158 13,195
Amortization of deferred financing costs ........................... -- -- -- 118 440
Capitalized interest ............................................... -- -- 458 250 1,915
------- ------ ------ ------- -------
Fixed Charges ...................................................... $ 598 $ 698 $1,477 $ 7,461 $17,140
------- ------ ------ ------- -------
Ratio of earnings to fixed charges ................................. * 5.8 6.2 4.0 2.7
======= ====== ====== ======= =======
</TABLE>
*Earnings are inadequate to cover fixed charges by $1,359
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1 to
registration statement on Form S-3 of our report dated March 30, 1997 on our
audits of the financial statements of 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. We also consent to the reference to our firm under the
caption "Independent Public Accountants."
COOPERS & LYBRAND L.L.P.
Houston, Texas
April 3, 1997
