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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): January 9, 2001
PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Louisiana 1-13289 76-0069030
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5847 San Felipe, Suite 3300
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 789-1400
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Item 5. Other Events.
On January 9, 2001, Pride International, Inc. (the "Company") entered
into an Underwriting Agreement dated January 9, 2001 (the "Underwriting
Agreement") with Salomon Smith Barney Inc. relating to the offering by the
Company of $410,908,000 aggregate principal amount at maturity of Zero Coupon
Convertible Senior Debentures Due 2021 (the "Debentures"), plus an additional
$20,546,000 aggregate principal amount at maturity of Debentures subject to the
underwriter's over-allotment option, under its Registration Statement on Form S-
3 (Registration No. 333-40014). The Debentures will be issued under an
Indenture, dated as of May 1, 1997 (the "Indenture"), between the Company and
The Chase Manhattan Bank, as trustee (the "Trustee"), as amended and
supplemented and as further amended and supplemented by the Third Supplemental
Indenture thereto between the Company and the Trustee (the "Supplemental
Indenture"). Each of (i) the Underwriting Agreement, (ii) the Indenture, (iii)
the form of Supplemental Indenture and (iv) an opinion of Baker Botts L.L.P.,
counsel to the Company, as to certain tax matters relative to the Debentures is
being filed or incorporated by reference as an exhibit to this report.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
1.1 -- Underwriting Agreement dated January 9, 2001 between the
Company and Salomon Smith Barney Inc.
4.1 -- Indenture, dated as of May 1, 1997, between the Company and the
Trustee (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, File Nos. 0-16961 and 1-13289)
4.2 -- Form of Third Supplemental Indenture between the Company and
the Trustee, including the form of Debenture
8.1 -- Opinion of Baker Botts L.L.P., counsel to the Company, as to
certain tax matters relative to the Debentures
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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 INTERNATIONAL, INC.
By: /s/ Robert W. Randall
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Robert W. Randall
Vice President and General Counsel
Date: January 12, 2001
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EXHIBIT INDEX
1.1 -- Underwriting Agreement dated January 9, 2001 between the Company and
Salomon Smith Barney Inc.
4.1 -- Indenture, dated as of May 1, 1997, between the Company and the Trustee
(incorporated by reference to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997, File Nos. 0-
16961 and 1-13289)
4.2 -- Form of Third Supplemental Indenture between the Company and the
Trustee, including the form of Debenture
8.1 -- Opinion of Baker Botts L.L.P., counsel to the Company, as to certain tax
matters relative to the Debentures
