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): MAY 7, 1997
PRIDE PETROLEUM SERVICES, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 0-16961 76-0069030
(State or other jurisdiction (Commission File Number) (IRS Employer
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 May 7, 1997, Pride Petroleum Services, Inc. (the "Company")
consummated the transaction contemplated by the Asset Purchase Agreement, dated
as of February 19, 1997, by and between Pride Petroleum Services, Inc. and Noble
Drilling Corporation, Noble Drilling (U.S.) Inc., Noble Offshore Corporation,
Noble Drilling (Mexico) Inc. and NN-1 Limited Partnership (collectively,
"Noble"), as amended, pursuant to which the Company acquired 12 mat-supported
jackup rigs and the hull of an additional jackup rig (the "Rigs") from Noble for
aggregate consideration of $268.8 million in cash, which was negotiated at arms'
length. The sellers had no material relationship with the buyer.
The acquisition of the Rigs was financed through a portion of the
proceeds from the sale by the Company of $325,000,000 principal amount of its
9 3/8% Senior Notes due 2007 and 4,300,000 shares of its common stock, no par
value, which was concluded on May 7, 1997.
The Rigs are mobile, self-elevating drilling platforms, which Noble
used for contract drilling of offshore oil and gas wells. The Company intends to
continue to use the Rigs in this manner.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Provision of financial statements for the business represented by
the Rigs 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 -- Asset Purchase Agreement, dated as of February 19, 1997, by
and between Pride Petroleum Services, Inc. and Noble Drilling
Corporation, Noble Drilling (U.S.) Inc., Noble Offshore
Corporation, Noble Drilling (Mexico) Inc. and NN-1 Limited
Partnership (incorporated by reference to Exhibit 10.19 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 0-16961)).
2.2 -- First Amendment to Asset Purchase Agreement, dated as of May
7, 1997, by and among Noble Drilling Corporation, Noble
Drilling (U.S.) Inc., Noble Offshore Corporation, Noble
Drilling (Mexico) Inc., NN-1 Limited Partnership and Mexico
Drilling Partners Inc., and Pride Petroleum Services, Inc.,
Pride Offshore, Inc. and Forasol S.A.
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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: May 22, 1997
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EXHIBIT 2.2
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") made
as of May 7, 1997, by and among NOBLE DRILLING CORPORATION, a Delaware
corporation ("Parent"), NOBLE DRILLING (U.S.) INC., a Delaware corporation
("NDUS"), NOBLE OFFSHORE CORPORATION, a Delaware corporation ("NOC"), NOBLE
DRILLING (MEXICO) INC., a Delaware corporation ("NDMEX"), NN-1 LIMITED
PARTNERSHIP, a Texas limited partnership ("NN-1"), and MEXICO DRILLING PARTNERS
INC., a Nevada corporation and a wholly owned indirect subsidiary of Parent
("MDPI"), and PRIDE PETROLEUM SERVICES, INC., a Louisiana corporation ("Buyer"),
PRIDE OFFSHORE, INC., a Delaware corporation and a wholly owned subsidiary of
Buyer ("Pride Offshore"), and FORASOL S.A., a French corporation and a wholly
owned subsidiary of Buyer;
W I T N E S S E T H:
WHEREAS, Parent, Sellers and Buyer are parties to that certain Asset
Purchase Agreement dated as of February 19, 1997 (the "Purchase Agreement"); and
WHEREAS, capitalized terms that are used herein but not defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement; and
WHEREAS, in accordance with Section 10.7 of the Purchase Agreement,
Parent, Sellers and Buyer have agreed that Sellers will effectively convey title
to certain of the Rigs to Buyer or any Buyer Designee by conveying to Buyer or
any Buyer Designee all of the outstanding membership interest (the "Membership
Interest") in Mexico Drilling Limited LLC, a Delaware limited liability company
("MDLL") and the sole owner of such Rigs; and
WHEREAS, in accordance with Section 15.5(b)(i) of the Purchase Agreement,
Parent and Sellers desire to designate MDPI (the "Seller Designee"), the sole
owner of the Membership Interest, for the purpose of conveying to Buyer or any
Buyer Designee title to the Membership Interest; and
WHEREAS, in accordance with Section 15.5(b)(ii) of the Purchase Agreement,
Buyer desires to designate Pride Offshore and Forasol (the "Buyer Designees")
for the purpose of acquiring title to certain of the Purchased Assets and the
Membership Interest from Sellers and the Seller Designee; and
WHEREAS, the Seller Designee desires to execute and deliver this Amendment
in order to be made a party to the Purchase Agreement for the purpose of
conveying to Buyer and/or the Buyer Designees the Membership Interest, and the
Buyer Designees each desire to execute and deliver this Amendment in order to be
made a party to the Purchase Agreement for the purpose of acquiring all or a
part of the Purchased Assets and the Membership Interest; and
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WHEREAS, the parties hereto desire to make certain other changes to the
Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Purchase Agreement and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. The Seller Designee hereby enters into this Amendment and agrees to be
bound by the Purchase Agreement, and Buyer and the Buyer Designees acknowledge
and agree that the Seller Designee may convey the Membership Interest and any of
the Purchased Assets to Buyer and/or the Buyer Designees, as contemplated by
Section 15.5(b)(i) of the Purchase Agreement. This Amendment shall not relieve
Parent or any of the Sellers of their duties, liabilities or obligations under
the Purchase Agreement.
2. The Buyer Designees hereby enter into this Amendment and agree to be
bound by the Purchase Agreement, and Parent, Sellers and the Seller Designee
hereby acknowledge and agree that the Buyer Designees may acquire the Membership
Interest and any or all of the Purchased Assets, as contemplated by Section
15.5(b)(ii) of the Purchase Agreement. This Amendment shall not relieve Buyer of
any of its duties, liabilities or obligations under the Purchase Agreement.
3. Section 13.4 of the Purchase Agreement is hereby amended in the
following respects:
(i) change the fourth word of the first sentence thereof from
"information" to "indemnification"; and
(ii) change the second to last word of the last sentence thereof
from "Indemnifying" to "Indemnified".
4. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas, without regard to the
principles of conflicts of laws thereof.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their respective officers hereunto duly authorized as of the date first above
written.
NOBLE DRILLING CORPORATION
By: /s/ BYRON L. WELLIVER
Name: Byron L. Welliver
Title: Senior Vice President--Finance,
Treasurer and Controller
NOBLE DRILLING (U.S.) INC.
By: /s/ BYRON L. WELLIVER
Name: Byron L. Welliver
Title: Senior Vice President
NOBLE OFFSHORE CORPORATION
By: /s/ BYRON L. WELLIVER
Name: Byron L. Welliver
Title: President
NOBLE DRILLING (MEXICO) INC.
By: /s/ GREG BOANE
Name: Greg Boane
Title: Treasurer and Controller
NN-1 LIMITED PARTNERSHIP
By Noble Drilling Corporation,
General Partner
By: /s/ BYRON L. WELLIVER
Name: Byron L. Welliver
Title: Senior Vice President--Finance,
Treasurer and Controller
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MEXICO DRILLING PARTNERS INC.
By: /s/ BYRON L. WELLIVER
Name: Byron L. Welliver
Title: Senior Vice President
PRIDE PETROLEUM SERVICES, INC.
By: /s/ ROBERT W. RANDALL
Name: Robert W. Randall
Title: Vice President
PRIDE OFFSHORE, INC.
By: /s/ STEVEN R. TOLSON
Name: Steven R. Tolson
Title: President
FORASOL S.A.
By: /s/ GERARD GODDE
Name: Gerard Godde
Title: Chief Operating Officer
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