[PRIDE PETROLEUM SERVICES LOGO] [FORASOL-FORAMER LOGO]
PROXY STATEMENT/PROSPECTUS SUPPLEMENT
FEBRUARY 20, 1997
SHAREHOLDERS' MEETINGS RESCHEDULED
Pride Petroleum Services, Inc. ("Pride") and Forasol-Foramer N.V.
("Forasol-Foramer") have rescheduled the meetings of their respective
shareholders that have been called to consider and vote upon, among other
matters, the acquisition by Pride of the operating subsidiaries of
Forasol-Foramer and the distribution of the Pride Common Stock and cash issued
and paid in such acquisition to Forasol-Foramer's shareholders, all of which is
described in the previously furnished Proxy Statement/Prospectus dated January
31, 1997 (the "Proxy Statement/Prospectus"). The Special Meeting of
Shareholders of Pride, originally scheduled to be held on Friday, February 21,
1997, will now be held at the Westchase Hilton, 9999 Westheimer, Houston, Texas
on WEDNESDAY, MARCH 5, 1997, AT 9:00 A.M., HOUSTON TIME. The Extraordinary
General Meeting of Shareholders of Forasol-Foramer, originally scheduled to be
held on Monday, February 24, 1997, will now be held at the offices of Trenite
van Doorne, Weena 666, 3012 CN, Rotterdam, on MONDAY, MARCH 10, 1997, AT
10:00 A.M., NETHERLANDS TIME.
The meetings have been rescheduled to give shareholders of both Pride and
Forasol-Foramer an opportunity to consider the information provided below about
a recent development affecting Pride. A blue proxy card, together with a
postage-paid return envelope, is being provided with this Supplement in
connection with the solicitation by Pride and Forasol-Foramer, on behalf of
their respective Boards, of proxies to be voted at the meetings. The blue proxy
cards may be used by shareholders to direct management to change their votes or,
if a white proxy card has not previously been returned, to direct for the first
time how their shares should be voted. SHAREHOLDERS WHO HAVE RETURNED THEIR
PROXIES SHOULD NOT COMPLETE A BLUE PROXY CARD UNLESS THEY WISH TO CHANGE THEIR
VOTE. As with the original white proxy cards, any shareholder has the right to
revoke his or her proxy at any time prior to the voting thereof at the
rescheduled meeting.
As a result of the rescheduling of the shareholders' meetings, the
acquisition by Pride of Forasol-Foramer's operating subsidiaries is now expected
to close immediately following the Forasol-Foramer rescheduled shareholders'
meeting. ACCORDINGLY, ASSUMING SATISFACTION OF THE CONDITIONS TO CLOSING
(INCLUDING APPROVAL OF THE TRANSACTION AND RELATED MATTERS BY THE RESPECTIVE
SHAREHOLDERS OF PRIDE AND FORASOL-FORAMER AT THEIR RESPECTIVE MEETINGS),
FORASOL-FORAMER INTENDS TO CAUSE TRADING IN ITS SHARES ON THE NASDAQ NATIONAL
MARKET TO BE SUSPENDED AT THE CLOSE OF TRADING ON MARCH 10, 1997, RATHER THAN ON
FEBRUARY 28, 1997 AS STATED IN THE PROXY STATEMENT/PROSPECTUS. Subject to the
withholding of applicable taxes, the liquidating distribution of 0.66 shares of
Pride Common Stock and $6.80 in cash for each common share of Forasol-Foramer
will be made as soon as practicable after March 10, 1997.
RECENT DEVELOPMENT AFFECTING PRIDE
In furtherance of its strategic objectives of achieving revenue and
earnings growth through acquisitions in international and offshore markets,
Pride has entered into a definitive agreement to acquire 12 mat-supported jackup
drilling rigs and the hull of an additional jackup drilling rig from Noble
Drilling Corporation ("Noble") for $265 million in cash. Nine of the rigs are
currently operating in the Gulf of Mexico, one rig is operating offshore West
Africa, one is undergoing refurbishment and two (including the rig hull) are
presently stacked awaiting refurbishment. Pride expects to spend approximately
$20 million to upgrade and complete the two rigs awaiting refurbishment. During
the nine months ended September 30, 1996, the 10 rigs that were operating
generated revenues of approximately $47.6 million, at an average operating rate
of approximately $20,000 per rig per day. Recent high demand for these types of
rigs, which typically work under well-to-well contracts, has resulted in a
significant upward trend in day rates, with the average contracted rate now
exceeding $26,000 per day. Based on current market rates and assuming continuing
high demand, the rigs to be acquired from Noble are expected to generate
revenues at an annual rate of approximately $120 million.
The definitive purchase agreement with Noble is subject to customary
conditions, including expiration or early termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act and completion by
Pride of satisfactory financing arrangements. The closing of the transaction is
expected to occur in early June 1997. Pride plans to finance the purchase
through the issuance of a combination of debt securities and Pride Common Stock.
Pride filed a universal shelf registration statement with the Securities and
Exchange Commission on February 7, 1997 relating to $500 million of debt
securities and Pride Common Stock. Pride will place in escrow a deposit of $20
million, which will be retained by Noble if Pride fails to secure adequate
financing or is otherwise unable to close by June 30, 1997.
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FORASOL-FORAMER N.V.
PROXY -- RESCHEDULED EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
MARCH 10, 1997
The undersigned acknowledges receipt of the Notice of Extraordinary General
Meeting of Shareholders and the Proxy Statement / Prospectus dated January 31,
1997 and the Proxy Statement/Prospectus Supplement dated February 20, 1997.
Christian J. Boon Falleur and Remi Dorval, each with full power of substitution,
and acting alone, are hereby constituted proxies of the undersigned and
authorized to attend the Rescheduled Extraordinary General Meeting of
Shareholders of Forasol-Foramer N.V., a Dutch limited liability company (the
"Company"), to be held at the offices of Trenite Van Doorne, located at Weena
666, 3012 CN Rotterdam, The Netherlands on March 10, 1997 at 10:00 a.m.,
Netherlands time, or any adjournment of such meeting, and to represent and vote
all Common Shares of the Company that the undersigned is entitled to vote:
FOR AGAINST ABSTAIN
(1) A proposal to approve the [ ] [ ] [ ]
transactions provided for in the
Purchase Agreement (the "Purchase
Agreement") dated as of December 16,
1996 among the Company, certain
shareholders of the Company and Pride
Petroleum Services, Inc. ("Pride")
(2) A proposal to dissolve the Company, [ ] [ ] [ ]
to entrust the Board of Managing
Directors of the Company with the
liquidation of all the Company's
assets and liabilities, and to
designate International Drilling
Management B.V. to be custodian for
the accounts and other records of the
Company for a period of 10 years
after completion of the liquidation
(3) A proposal to make an advance [ ] [ ] [ ]
liquidating distribution to the
shareholders of the Company
consisting of shares of Common Stock
of Pride and cash
(Continued, and to be signed, on the other side)
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This proxy is revocable. The undersigned hereby revokes any proxy or proxies
to vote or act with respect to such shares heretofore given by the undersigned.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SPECIFIED ON
THE REVERSE SIDE AND, IN THE ABSENCE OF SUCH SPECIFICATIONS, WILL BE VOTED FOR
THE PROPOSALS SET FORTH THEREON.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
DATED: _______________________________
______________________________________
(Signature)
______________________________________
(Signature if jointly held)
______________________________________
(Printed Name)
Please sign exactly as your stock is
[ ]Please check if you have registered. Joint owners should each
previously signed and returned a sign personally. Executors,
white proxy card. administrators, trustees, etc. should
so indicate when signing.
