POOL ENERGY SERVICES CO, S-3, 1998-04-06

POOL ENERGY SERVICES CO
S-3, 1998-04-06
OIL & GAS FIELD SERVICES, NEC

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<PAGE> 1

As filed with the Securities and Exchange Commission on April 6, 1998

REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POOL ENERGY SERVICES CO.
(Exact Name Of Registrant As Specified In Its Charter)

<TABLE>
<S> <C>
Texas 76-0263755
(State Or Other Jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

10375 Richmond Avenue G. GEOFFREY ARMS
Houston, Texas 77042 Vice President and General Counsel
(713) 954-3000 Pool Energy Services Co.
(Address, including zip code, and 10375 Richmond Avenue
telephone number, including area Houston, Texas 77042
code, of registrant) (713) 954-3000
(Name, address, including zip code, and telephone
number, including area code, of
agent for service)
</TABLE>

Copy to:
DAVID N. BROWN
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
---------------------------
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
<PAGE> 2
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. [ ]

------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================

PROPOSED PROPOSED
TITLE OF CLASS OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 769,231 $24.69 $18,990,390.31 $5,754.66
no par value....
=========================================================================================================
</TABLE>

(1) Estimated solely for the purposed of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
using the average of high and low sale prices recorded on the Nasdaq
National Market for the Registrant's Common Stock on April 2, 1998.

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> 3
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 LAW OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED APRIL 6, 1998

769,231 SHARES

POOL ENERGY SERVICES CO.

COMMON STOCK

This Prospectus relates to the offering from time to time by certain
stockholders of the Company identified under "Selling Stockholders"
(collectively, the "Selling Stockholders") of up to an aggregate of 769,231
shares of common stock, no par value ("Common Stock"), of Pool Energy Services
Co., a Texas corporation (the "Company"). The shares of Common Stock offered
hereby (the "Offered Securities") were privately issued by the Company in
connection with the acquisition of all the outstanding capital stock of Sea
Mar, Inc. ("Sea Mar"), which occurred on March 31, 1998 (the "Sea Mar
Acquisition"). The purchase price for Sea Mar consisted of approximately $76.1
million in cash (including an estimated $14.7 million in post-closing
adjustments) and 1,538,462 shares of Common Stock. Pursuant to a certain Stock
Purchase Agreement among the Company, Pool Company, Sea Mar, Inc. and the
former shareholders of Sea Mar, dated as of February 10, 1998 (the "Sea Mar
Stock Purchase Agreement") the Company agreed to register 769,231 of the
1,538,462 shares of Common Stock issued to the Selling Stockholders in the Sea
Mar Acquisition. See "Selling Stockholders" and "Plan of Distribution" for
information relating to the Selling Stockholders and this offering.

The Selling Stockholders have not advised the Company of any specific
plans for the distribution of the Offered Securities. The Offered Securities
may be sold from time to time pursuant to this Prospectus by the Selling
Stockholders. The Offered Securities may be sold by the Selling Stockholders
in ordinary brokerage transactions, in negotiated transactions, or through a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices relating to such prevailing prices or at negotiated prices.
See "Plan of Distribution." The Offered Securities may be sold from time to
time in transactions on the Nasdaq National Market of The Nasdaq Stock Market
(the "Nasdaq

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Market") at the market price then prevailing, although sales may also be made
in negotiated transactions or otherwise. The Selling Stockholders and the
brokers or dealers through whom the sales of the Offered Securities may be made
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"), and the commissions
or discounts and other compensation in connection with any such sale by the
brokers or dealers may be regarded as underwriters' compensation. The Company
will not receive any part of the proceeds of the sales from the offering by the
Selling Stockholders. See "Plan of Distribution."

All expenses of registration incurred in connection with this offering
are being borne by the Company, except that discounts and commissions incurred
by the Selling Stockholders will be borne by the Selling Stockholders. See
"Plan of Distribution." None of the Offered Securities have been registered
prior to the filing of the Registration Statement of which this Prospectus is a
part.

The Common Stock of the Company is traded on the Nasdaq Market under
the symbol "PESC." On April 2, 1998, the last reported price of the Common
Stock on the Nasdaq Market was $24-9/16 per share. The Offered Securities sold
pursuant to this Prospectus are listed on the Nasdaq Market.

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SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON STOCK
OFFERED HEREBY.

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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.

The date of this Prospectus is ________, 1998.

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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 Seven 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 Company is
an electronic filer under the EDGAR (Electronic Data Gathering, Analysis and
Retrieval) system maintained by the Commission. The Commission maintains a
Website (http://www.sec.gov) on the Internet that contains reports, proxy and
information statements and other information regarding companies that file
electronically with the Commission. In addition, documents filed by the
Company can be inspected at the offices of the Nasdaq Market, 1735 K Street,
N.W., Washington, D.C. 20006.

The Company has filed with the Commission, a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Offered Securities. This
Prospectus does not contain all 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. 0-18437), 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,
1997;

(b) Current Report on Form 8-K filed with the Commission on March
9, 1998;

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<PAGE> 6
(d) the description of the Common Stock appearing in the Company's
Registration Statement on Form 8-A dated April 9, 1990, as
amended, and filed with the Commission under the Exchange Act.

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 will 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 Pool Energy Services Co., 10375
Richmond Avenue, Houston, Texas 77042, attention: Mr. David Oatman (telephone
number: (713) 954-3316).

DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

The statements included in this Prospectus regarding future financial
performance and results of operations and other statements that are not
historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Generally,
these statements relate to business plans or strategies, projected or
anticipated benefits or other consequences of such plans or strategies, or
projections involving anticipated revenues, expenses, earnings, levels of
capital expenditures or other aspects of operating results. Statements to the
effect that the Company or management "anticipates," "believes," "estimates,"
"expects," "predicts," or "projects" a particular result or course of events,
or that such result or course of events "should" occur, and similar
expressions, are also intended to identify forward-looking statements. Such
statements are subject to numerous risks, uncertainties and assumptions,
including but not limited to uncertainties relating to industry and market
conditions, prices of crude oil and natural gas, foreign exchange and currency
fluctuations, political instability in foreign jurisdictions, the ability of
the Company to integrate newly acquired operations and other factors discussed
in this Prospectus and in the Company's filings with the Commission. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
stated. Important factors that could cause actual results to differ materially
from the Company's expectations are disclosed in "Risk Factors" and elsewhere
in this Prospectus.

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<PAGE> 7
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information and financial statements included elsewhere herein or
incorporated by reference in this Prospectus. See "Risk Factors" for a
discussion of certain factors that should be considered by prospective
investors.

THE COMPANY

Pool Energy Services Co. is a leading worldwide provider of
well-servicing, workover, drilling and related services for both land and
offshore markets to a diverse group of multi-national, foreign national and
independent oil and natural gas producers. The Company performs the ongoing
maintenance and major overhauls necessary to optimize the level of production
from existing oil and natural gas wells and provides certain ancillary services
during the drilling and completion of new oil and natural gas wells. The
Company also provides contract drilling services in Alaska, the Gulf of Mexico,
certain international locations and on occasion in the lower forty-eight
states. Typically, the Company provides a well-servicing, workover or drilling
rig, the crew to operate the rig and such other specialized equipment as may be
needed to meet a customer's requirements. The Company also owns and operates a
fleet of offshore support vessels.

As of December 31, 1997, the Company's worldwide rig fleet
included 790 land well-servicing/workover rigs, 27 land drilling rigs and 27
offshore rigs (15 platform workover rigs, five platform drilling rigs and seven
jack-up rigs). The Company also owns or leases and operates 354 fluid hauling
trucks, 1,056 fluid storage tanks, 14 salt water disposal wells and other
auxiliary equipment used in its domestic operations. As a result of the Sea
Mar Acquisition, the Company also now operates a fleet of 24 support vessels.

The Company operates both domestically and internationally.
In the United States, the Company operates in several oil and natural gas
producing states, with specific concentration onshore in Texas, California,
Oklahoma, New Mexico, North Dakota, Montana, Utah and Alaska, and offshore in
the Gulf of Mexico, offshore California and in the Cook Inlet of Alaska.
Revenues from domestic operations represented approximately 85% of the
Company's pro forma 1997 revenues. International markets where the Company has
an established presence include land operations in Argentina, Ecuador,
Guatemala, Oman, Pakistan and Saudi Arabia and offshore operations in
Australia, Malaysia and Saudi Arabia. Revenues from international operations
represented approximately 15% of the Company's pro forma 1997 revenues.

The Company is a Texas corporation with its principal offices
located at 10375 Richmond Avenue, Houston, Texas 77042. Its telephone number
is (713) 954-3000.

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<PAGE> 8
RECENT DEVELOPMENTS

SEA MAR ACQUISITION

The Company agreed, on February 10, 1998, to acquire all of the
outstanding capital stock of Sea Mar pursuant to the Sea Mar Stock Purchase
Agreement. On March 31, 1998, the Company acquired Sea Mar for approximately
$76.1 million in cash (including an estimated $14.7 million in post-closing
adjustments) and 1,538,462 shares of Common Stock. In addition, the Company
agreed to pay additional cash consideration contingent upon Sea Mar exceeding
certain financial targets for the fiscal years ending December 31, 1998 and
1999, up to a maximum of $10 million in each year. The Company also repaid Sea
Mar's existing debt of approximately $16 million. The Sea Mar Acquisition was
accounted for under the purchase method of accounting.

Of the 1,538,462 shares of Common Stock issued in connection with the
Sea Mar Acquisition, a total of 769,231 shares were delivered directly to the
Selling Stockholders following the closing of the Sea Mar Acquisition. Upon
the Registration Statement's becoming effective, these shares will be eligible
to be resold in the public markets. The remaining 769,231 shares are held in
escrow to secure potential claims by the Company for indemnification under the
Sea Mar Stock Purchase Agreement.

Sea Mar operates offshore support vessels in the Gulf of Mexico. Sea
Mar's services include the marine transportation of drilling materials,
supplies and crews for offshore rig operations and support for other offshore
facilities. Sea Mar also provides offshore logistical support to drilling and
workover operations, pipelaying and other construction, production platforms
and geophysical operations Sea Mar's existing fleet consists of 24 support
vessels, including one anchor handling/tug supply vessel, 14 supply vessels,
seven mini-supply vessels and two research vessels. In addition, during 1997 a
contract was entered into with a marine shipbuilder for the construction of ten
additional vessels at an aggregate cost of $86.8 million, net of deposits.
These new vessels are scheduled to be delivered in 1998, 1999 and 2000.

NOTE OFFERING

Initially, the Company considered funding the Sea Mar Acquisition
through a private placement of the Company's debt securities or through
borrowings under the Company's existing syndicated bank revolving line of
credit (the "Credit Agreement"). In contemplation of the latter possibility
and in view of the Company's increased capital requirements following the Sea
Mar Acquisition, the Credit Agreement was amended to increase the credit limit
of thereunder from $130 million to $180 million. On March 31, 1998, the
Company completed a private placement of $150,000,000 aggregate principal
amount of its 8-5/8% Senior Subordinated Notes due 2008 (the "Notes") pursuant
to a purchase agreement, dated March 26, 1998 by and among SBC Warburg Dillon
Read Inc., Morgan Stanley & Co., Incorporated, and Johnson Rice & Company
L.L.C. (the

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"Initial Purchasers"), and the Company and the guarantors named therein (the
"Note Offering"). The net proceeds of the Note Offering were used to effect
the Sea Mar Acquisition, to repay outstanding debt of Sea Mar and to repay
borrowings under the Credit Agreement. The Notes were issued pursuant to an
Indenture dated March 31, 1998, by and among the Company, the guarantors
named therein and Marine Midland Bank as Trustee (the "Indenture").

RISK FACTORS

In addition to considerations bearing on their individual situations,
the information set forth elsewhere in this Prospectus and the documents
incorporated by reference herein, prospective purchasers of the Offered
Securities should carefully consider the risk factors set forth below in
evaluating an investment in the Offered Securities:

SUBSTANTIAL LEVERAGE

As a result of the Sea Mar Acquisition and the Note Offering, the
Company has substantial leverage. At December 31, 1997, on a pro forma basis
after giving effect to the Sea Mar Acquisition, the Note Offering, and the
application of net proceeds therefrom, the total debt of the Company would have
been approximately $179 million and its stockholders' equity would have been
approximately $268 million. Subject to the restrictions in the Indenture and
the Credit Agreement, the Company may incur additional indebtedness from time
to time to provide working capital, to finance acquisitions or capital
expenditures and for other corporate purposes. The level of the Company's
indebtedness may affect owners of the Offered Securities in a number of ways
including: (i) a substantial portion of the Company's cash flow from
operations must be dedicated to debt service and will not be available for
other purposes, (ii) the Company's ability to obtain additional debt financing
in the future for working capital, acquisitions or capital expenditures may be
limited, (iii) certain of the Company's indebtedness contains financial and
other restrictive covenants which, if breached, could result in an event of
default under such indebtedness, (iv) the Company's borrowings under the Credit
Agreement are and will continue to be at variable rates of interest, which
causes the Company to be vulnerable to increases in interest rates and (v) the
Company's level of indebtedness could limit its flexibility in planning for and
reacting to, and make it more vulnerable to, competitive pressures and changes
in industry and economic conditions generally.

The Company's ability to pay interest and principal on the Notes and
to satisfy its other debt obligations will depend upon its future operating
performance. Future operating performance will be affected by prevailing
economic conditions and financial, business and other factors, many of which
are beyond the Company's control. Based on the current level of operations and
anticipated future growth, the Company believes that its operating cash flow,
together with borrowings under the Credit Agreement, will be sufficient to meet
its operating expenses and its capital debt service requirements. There can be
no assurance that the Company's business will continue to generate cash flow at
or

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above current levels or that anticipated future growth can be achieved. If the
Company is unable to generate sufficient cash flow to service its indebtedness
and fund its capital or other expenditures, it will be forced to adopt an
alternative strategy that may include reducing or delaying capital
expenditures, selling assets or refinancing of its indebtedness (including the
Notes), or seeking additional equity or debt capital. There can be no
assurance that any of these strategies could be effected on satisfactory terms,
if at all, particularly in view of the Company's substantial leverage following
the Sea Mar Acquisition and the Note Offering.

RESTRICTIVE COVENANTS

The terms of the Credit Agreement, the Indenture and the other
agreements governing the Company's indebtedness impose operating and financing
restrictions on the Company. Such restrictions affect, and in many respects
limit or prohibit, among other things, the ability of the Company to incur
additional indebtedness, pay dividends or repurchase stock or make other
distributions, create liens, make certain investments, sell assets, or enter
into mergers or consolidations. The Credit Agreement requires the Company to
comply with certain financial ratios and tests under which the Company is
required to achieve certain financial and operating results. These
restrictions could limit the ability of the Company to plan for or react to
market conditions or meet extraordinary capital needs or otherwise could
restrict corporate activities. There can be no assurance that such
restrictions will not adversely affect the Company's ability to finance its
future operations or capital needs or to engage in other business activities
that would be in the interest of the Company. Moreover, any default under the
documents governing the indebtedness of the Company could have a significant
adverse effect on the market value of the Offered Securities.

VOLATILITY OF OIL AND NATURAL GAS MARKET

Demand for the Company's services depends on conditions in the
worldwide oil and natural gas industry, particularly on the level of
development, production and exploration activity of, and the corresponding
spending by, oil and natural gas companies. Such activity and expenditure
levels are directly impacted by trends in oil and natural gas prices,
expectations about future prices, governmental regulations, global weather
conditions (including the effects of El Nino), worldwide political, military
and economic conditions, including the ability of the Organization of Petroleum
Exporting Countries ("OPEC") to set and maintain production levels and prices,
the level of production by non-OPEC countries, the policies of various
governments regarding the exploration and development of their oil and natural
gas reserves and the level of demand for oil and natural gas in various
countries and geographic regions. These factors have contributed to, and are
likely to continue to contribute to, oil and natural gas price volatility. A
substantial amount of the Company's operations are in United States markets
where, despite occasional upturns, the demand for the Company's well-servicing,
workover and production services has at times been adversely affected by
periods of weakness in oil and

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natural gas prices during the past decade. Since October 1997, the average
prices of oil and natural gas have declined. Prolonged low oil or natural gas
prices would likely depress activity by producers and reduce the demand for the
Company's services. In addition, redeployment or reactivation of equipment or
new construction of equipment could adversely affect the Company's rates and
utilization levels, even in an environment of stronger oil and natural gas
prices and increased activity by producers.

INTERNATIONAL RISKS

The Company's foreign operations are subject to various risks
associated with doing business in foreign countries, such as the possibility of
armed conflict and civil disturbance, political instability, the instability of
foreign economies, currency fluctuations and devaluations, adverse tax policies
and governmental activities that may limit or disrupt markets, restrict
payments or the movement of funds or result in the deprivation of contract
rights or the expropriation of property. Additionally, the ability of the
Company to compete overseas may be adversely affected by foreign governmental
regulations that encourage or mandate the hiring of local contractors, or by
regulations that require foreign contractors to employ citizens of, or purchase
supplies from, a particular jurisdiction.

The Company is subject to taxation in many jurisdictions, and the
final determination of its tax liabilities involves the interpretation of the
statutes and requirements of various domestic and foreign taxing authorities.
Foreign income tax returns of foreign subsidiaries, unconsolidated affiliates
and related entities are routinely examined by foreign tax authorities and such
examinations may result in assessments of additional taxes and/or penalties.

FUTURE ACQUISITIONS

A significant portion of the Company's growth has resulted from the
acquisition of other oilfield services businesses and assets. There can be no
assurance, however, that the Company will be able to continue to identify
attractive acquisition opportunities at reasonable prices, negotiate acceptable
acquisition terms, obtain financing for acquisitions on satisfactory terms or
successfully acquire identified targets. In addition, there can be no
assurance that the Company will successfully integrate the operations and
assets of any acquired business with its own or that the Company's management
will be able to manage effectively the increased size of the Company or operate
a new service line. Any inability on the part of the Company to integrate and
manage acquired businesses could have a material adverse effect on the
Company's results of operations and financial condition. As indicated above
under "Substantial Leverage," the ability of the Company to pursue acquisition
opportunities may be affected by limitations on its financing flexibility
imposed by the Credit Agreement and the Indenture. Moreover, there can be no
assurance that the competition for acquisition opportunities in the industry
will not escalate, thereby increasing the cost to the Company of making further
acquisitions or causing the Company to refrain from making acquisitions.
Acquisitions may result in increased depreciation and amortization expense,
increased interest expense, increased financial leverage or decreased

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operating income, any of which could have a material adverse effect on the
Company's operating results.

THE SEA MAR ACQUISITION

The Sea Mar Acquisition poses a number of risks that could adversely
affect the Company's operating results. In addition to the risks described
under other captions in "Risk Factors," these risks include:

Seasonality

The Company may be affected by seasonal risks with respect to Sea
Mar's operations. Utilization rates for support vessels typically have reached
their lowest levels in the first quarter, when offshore marine activity
generally declines as oil and gas companies defer discretionary activity until
more favorable weather conditions are likely. Accordingly, the results of any
one quarter are not necessarily indicative of annual results or continuing
trends.

Age of Fleet

As of December 31, 1997, the average age of Sea Mar's vessels (based
on the date of construction) was approximately 17.4 years. The industry
expectation is that normally after a vessel has been in service in excess of 30
years, repair, vessel certification and maintenance costs may become no longer
economically justifiable. There can be no assurance that Sea Mar will be able
to maintain its fleet by extending the economic life of existing vessels
through major refurbishment or by acquiring new or used vessels.

Risks of New Construction, Upgrade and Refurbishment Projects

The Company intends to make significant expenditures to construct new
vessels and to construct, upgrade and refurbish, supply vessels and related
equipment. These projects are subject to cost overruns inherent in large
construction and refurbishment projects, including shipyard availability,
shortages of materials or skilled labor, unforeseen engineering problems, work
stoppages, weather interruptions, unanticipated cost increases, nonavailability
of necessary equipment and inability to obtain any of the requisite permits or
approvals. Significant delays could also have a material adverse effect on the
Company's marketing plans for such vessels. In addition, there is no assurance
as to the rates new vessels will earn when placed in service. Although Sea Mar
has entered into term contracts for four of the ten new vessels that it has
under construction,these contracts are subject to a pending legal dispute.

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Dependence on Key Personnel

Sea Mar's operations will be dependent in large part on the continued
employment of Mr. Al A. Gonsoulin as Sea Mar's Vice President and General
Manager. Mr. Gonsoulin was formerly the President and Chief Executive Officer
of Sea Mar and, in connection with the Sea Mar Acquisition, entered into a
three-year employment contract with the Company. The loss of Mr. Gonsoulin
before the end of this three-year period could adversely affect Sea Mar's
operations.

Additional Risks

The Sea Mar Acquisition also involved the assumption of potential
liabilities, disclosed or undisclosed, associated with the Sea Mar business.
In addition, there is the risk that the Sea Mar operations will not be able to
be successfully integrated into the Company. There can be no assurance that
such operations will ultimately have a positive impact on the Company, its
financial condition or results of operations.

COMPETITION

Although the number of available rigs has substantially decreased over
the past ten years, the well-servicing, workover and drilling industry remains
very competitive. The number of rigs available for contracts continues to
exceed demand, resulting in keen price competition. Many contracts are awarded
on a bid basis, which further increases competition based on price. In all of
the Company's market areas, competitive factors also include the availability
and condition of equipment to meet both special and general customer needs; the
availability of trained personnel possessing the required specialized skills;
the overall quality of service and safety record; and domestically, the ability
to offer ancillary services such as fluid hauling, fluid storage tank rental
and salt water disposal.

In addition, the Company will face significant competition with
respect to the operations of Sea Mar. The marine support services industry is
highly competitive. Competitive factors in the marine support services
industry include (i) price, (ii) service, including the reputation of vessel
operators and crews, (iii) availability of vessels of the types and sizes
needed by the customer and (iv) quality of vessels and related equipment.

OPERATING RISKS AND INSURANCE

The Company's operations involve workers conducting activities with
and around machinery and equipment in close proximity to highly flammable oil
and natural gas, and are subject to hazards inherent in the oil and natural gas
industry, including, without limitation, blowouts, fires, explosions and other
casualties. Incidents involving such hazards can cause personal injury or loss
of life, damage to or destruction of property, including equipment, oil and
natural gas production and producing formations and to the environment, and
suspension of operations. The frequency and severity of such incidents

- 13 -
<PAGE> 14
affect the Company's operating costs and its relationship with customers,
employees and regulators, and any significant increase in the frequency or
severity of such incidents, or the general level of compensation awards with
respect thereto, could affect the Company's ability to obtain insurance and
could have a material adverse effect on the Company. Although the Company has
generally been able to obtain insurance on terms it considers to be reasonable,
there can be no assurance that insurance will continue to be available on
reasonable terms.

The Company maintains insurance coverage of types and amounts that it
believes to be customary in the industry. The Company also endeavors to
negotiate contractual indemnification provisions in its contracts with
customers to cover risks which are customarily retained by the customer. It is
possible, however, that significant liabilities could arise that would not be
covered, and for which the applicable contract between the Company and its
customer would not provide indemnity protection to the Company for the
particular loss involved. Additionally, it is possible that liabilities could
arise that would exceed applicable policy limits. Liabilities for which the
Company is not insured, or which exceed the policy limits of applicable
insurance, and for which the Company is not otherwise contractually protected
through indemnification by customers, could have a material adverse effect on
the Company.

The Company is also subject to operating and insurance risks with
respect to the operations of Sea Mar. Marine support vessels are subject to
operating risks such as catastrophic marine disasters, adverse weather
conditions, mechanical failure, collisions, oil and hazardous substance spills
and navigation errors. The occurrence of any of these events may result in
damages to or loss of Sea Mar's vessels and such vessels' tow or cargo or other
property and injury to passengers and personnel. Such occurrences may also
result in a significant increase in operating costs or liability to third
parties. Sea Mar maintains insurance coverage against certain of these risks,
which management considers to be customary in the industry. There can be no
assurance, however, that Sea Mar's existing insurance coverage can be renewed
at commercially reasonable rates or that such coverage will be adequate to
cover future claims that may arise.

POSSIBLE IMPACT OF ENVIRONMENTAL REGULATION AND CLAIMS AND
OTHER GOVERNMENTAL REGULATIONS

The Company's well-servicing, workover and production services
operations routinely involve the handling of significant amounts of waste
materials, some of which are classified as hazardous substances. The Company's
operations and facilities are subject to numerous state and federal
environmental laws, rules and regulations including, without limitation, laws
concerning the containment and disposal of hazardous substances, oil field
waste and other waste materials, the use of underground storage tanks and the
use of underground injection wells. Sea Mar's operations, like the Company's
other operations, also are subject to federal, state and local laws and
regulations which control the discharge of pollutants into the environment and
which otherwise relate to environmental protection. Sea Mar and the Company
are also subject to other laws that

- 14 -
<PAGE> 15
regulate the activities of offshore service vessels, require vessel owners and
operators to demonstrate financial and operational responsibility and provide
for certain limitations on the liability of vessel owners and operators.
Failure to comply with these laws, rules and regulations may result in civil
and even criminal actions against the Company.

Laws protecting the environment generally have become more stringent
than in the past and are expected to continue to do so. Environmental laws and
regulations typically impose "strict liability," which means that in some
situations the Company could be exposed to liability for cleanup costs and
other damages as a result of conduct of the Company that was lawful at the time
it occurred or conduct of, or conditions caused by, prior operators or other
third parties. Cleanup costs, natural resource damages and other damages
arising as a result of environmental laws, and costs associated with changes in
environmental laws and regulations, could be substantial and could have a
material adverse effect on the Company's financial condition. From time to
time, claims have been made and litigation has been brought against the Company
under such laws.

Changes in federal and state environmental regulations may also
negatively impact oil and natural gas exploration and production companies,
which in turn could have a material adverse effect on the Company. For
example, legislation has been proposed from time to time in Congress which
would reclassify oil and natural gas production wastes as "hazardous wastes."
If enacted, such legislation could dramatically increase operating costs for
domestic oil and natural gas companies, and this could reduce the market for
the Company's services by making many wells and/or oilfields uneconomical to
operate. To date, such legislation has not made significant progress toward
enactment.

With respect to Sea Mar's operations, the Company is affected by
additional government regulations. Under the Merchant Marine Act of 1920, as
amended, if persons other than U.S. citizens own in the aggregate in excess of
25% of the Company's outstanding stock, Sea Mar's U.S. flagged vessels would
lose the privilege of engaging in the transportation of merchandise in the U.S.
coastwise trade. In addition, Sea Mar's operations are materially affected by
federal, state and local regulation, as well as certain international
conventions and private industry organizations. These regulations govern
worker health and safety and the manning, construction and operation of
vessels. Private industry organizations establish safety criteria and are
authorized to investigate vessel accidents and recommend approved safety
standards. The failure to comply with the requirements of any of these laws or
the rules or regulations of these agencies and organizations could have a
material adverse effect on Sea Mar's operations.

- 15 -
<PAGE> 16
SELLING STOCKHOLDERS

This Prospectus is to be used in connection with the sale by the
Selling Stockholders of a total of up to 769,231 shares of Common Stock which
constitute the "Offered Securities". The Offered Securities to be sold by the
Selling Stockholders were issued to the Selling Stockholders prior to the date
of this Prospectus pursuant to the Sea Mar Stock Purchase Agreement. The
Offered Securities were issued in a transaction exempt from the registration
requirements of the Securities Act pursuant to Regulation D thereunder.

The following table sets forth the name of each Selling Stockholder
and (i) the number of shares of Common Stock owned by the Selling Stockholder
as of the effective date of the Registration Statement of which this Prospectus
forms a part, (ii) the maximum number of shares of Common Stock which may be
offered for the account of the Selling Stockholders under this Prospectus, and
(iii) the amount and percentage of Common Stock to be owned by the Selling
Stockholders after completion of this offering assuming the sale of all the
Common Stock which may be offered hereunder. The Selling Stockholders reserve
the right to reduce the number of shares of Common Stock offered for sale or to
otherwise decline to sell any or all of the Offered Securities registered
hereunder. Each of the Selling Stockholders named below was formerly a
stockholder of Sea Mar and acquired the Offered Securities as a result of the
Sea Mar Acquisition. Prior to the Sea Mar Acquisition, none of the Selling
Stockholders had any position, office or other material relationship with the
Company or any of its predecessors within the last three years. Since March
31, 1998 (the date of the Sea Mar Acquisition), one of the Selling
Stockholders, Al. A Gonsoulin has been employed as the Vice-President and
General Manager of Sea Mar. Prior to that date he was President and Chief
Executive Officer of Sea Mar. Gonsoulin Enterprises, Inc. is controlled by Al
A. Gonsoulin and he and members of his family are its principal shareholders.
At April 2, 1998, Al A. Gonsoulin owned approximately 5.1% of the shares of
Common Stock then outstanding and Gonsoulin Enterprises, Inc. owned
approximately 2.2% of the shares of Common Stock then outstanding. Except as
otherwise set forth below, none of the Selling Stockholders owns any shares of
Common Stock other than the Common Stock covered by this Prospectus as set
forth opposite each such Selling Stockholder's name.

COMMON STOCK OWNED
AFTER THE OFFERING
MAXIMUM NUMBER ---------------------------
NUMBER OF SHARES OF SHARES WHICH NUMBER PERCENTAGE
OWNED PRIOR TO MAY BE SOLD OF OF SHARES
SELLING STOCKHOLDERS OFFERING HEREUNDER SHARES OUTSTANDING
-------------------- ---------------- ------------- ------ -----------
<S> <C> <C> <C> <C>
Al A. Gonsoulin . . . . . . . . . 1,076,924 538,462 538,462 2.6

Gonsoulin Enterprises, Inc . . . 461,539 230,769 230,769 1.1

Total . . . . . . . . . . . . . . 1,538,462 769,231 769,231 3.7
</TABLE>

- 16 -
<PAGE> 17
USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Offered
Securities by the Selling Stockholders.

PLAN OF DISTRIBUTION

The Offered Securities were issued to the Selling Stockholders in
connection with the Sea Mar Acquisition. In accordance with the Sea Mar Stock
Purchase Agreement, subject to certain limitations, the Company agreed to
register the Offered Securities for resale under the Securities Act at the
Company's expense. The Company must keep the Registration Statement, of which
this Prospectus is a part, effective at least until the first to occur of (i)
the sale of all the Offered Securities pursuant to such Registration Statement
or (ii) 12 months following the closing of the Sea Mar Acquisition (the
"Closing").

The Common Stock is presently listed for trading on the Nasdaq Market.
The sale of the Offered Securities is not being underwritten. The Offered
Securities may be sold from time to time by the Selling Stockholders on the
Nasdaq Market, at market prices then prevailing. The Offered Securities may
also be sold by the Selling Stockholders in (a) ordinary brokerage transactions
and in transactions in which brokers solicit purchasers, (b) sales to a broker
or dealer as a principal and resales by such broker or dealer for its own
account pursuant to this Prospectus or (c) in a combination of such methods of
sale, at market prices and other terms prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.

In connection with the sales of Offered Securities, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, the broker-dealers may engage in short sales
of shares of Common Stock registered hereunder in the course of hedging the
positions they assume with the Selling Stockholders. The Selling Stockholders
may also sell shares of Common Stock short and redeliver the shares to close
out such short positions. The Selling Stockholders may also enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares of Common Stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus.

Brokers, dealers and agents who participate in the sale of Offered
Securities may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or purchasers of
the Offered Securities for whom they may act as agent. The Selling
Stockholders and any brokers, dealers or agents that participate in the
distribution of the Offered Securities might be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of such
Offered Securities and any discounts, commissions or concessions received by
any such brokers, dealers or agents might be deemed to be underwriting
discounts and commissions

- 17 -
<PAGE> 18
under the Securities Act. Pursuant to the provisions of the Sea Mar Stock
Purchase Agreement, the Selling Stockholders have agreed to pay their costs and
expenses of selling the Offered Securities, including commissions and discounts
of underwriters, brokers, dealers or agents, and the Company has agreed to pay
the costs and expenses incident to the registration and the qualification of
the Offered Securities, including registration and filing fees. In addition,
pursuant the Sea Mar Stock Purchase Agreement, the Company and the Selling
Stockholders have agreed to indemnify each other for certain liabilities
arising from violations of the securities laws in connection with the
registration and sale of the Offered Securities.

The Company will inform the Selling Stockholders that the
anti-manipulation rules under Regulation M under the Securities and Exchange
Act of 1934 may apply to their sales in the market and will furnish the Selling
Stockholders upon request of a copy of these Rules. The Company will also
inform the Selling Stockholders of the need for delivery of copies of this
Prospectus in connection with the sale of any of the Offered Securities
registered hereunder.

DESCRIPTION OF CAPITAL STOCK

As of April 2, 1998 the authorized capital stock of the Company
consists of (i) 40,000,000 shares of Common Stock, no par value, of which,
21,030,293 shares were issued and outstanding, 1,664,654 shares were reserved
for issuance under the Company's stock option and stock incentive plans and
6,430,235 shares were reserved for issuance upon exercise of rights pursuant to
the Shareholder's Rights Plan and (ii) 1,000 shares of Preferred Stock, no par
value, none of which is outstanding as of the date of this Prospectus. All of
the outstanding shares of Common Stock including the Offered Securities are
duly and validly issued, fully paid and nonassessable. The description below
is a summary of and is qualified in its entirety by the provisions of the
Company's Articles of Incorporation, as amended, a copy of which was filed as
an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1996.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share on all
matters on which shareholders are entitled or permitted to vote, including the
election of directors. Directors are elected by a plurality of the votes cast.
Except for extraordinary measures, all other matters may be decided by the
affirmative vote of the holders of a majority of the shares present or
represented by proxy and entitled to vote at the Annual Meeting of
Shareholders. Each holder of Common Stock is entitled to participate ratably
in any distribution of assets to shareholders in the event of liquidation,
dissolution or winding up of the Company, subject in all cases to any prior
rights of outstanding shares, if any, of Preferred Stock.

- 18 -
<PAGE> 19
Holders of Common Stock do not have any cumulative voting, redemptive
or conversion rights and have no preemptive rights to subscribe for, purchase
or receive any class of shares or securities of the Company. Holders of Common
Stock also have no fixed dividend rights. Dividends may be declared by the
Board of Directors at its discretion depending upon the earnings, capital
requirements, financial condition of the Company and other relevant factors.
However, the Indenture and the Credit Agreement contain certain restrictions on
the payment of dividends by the Company.

PREFERRED STOCK

The Preferred Stock has preference equal to its stated value of $1.00
per share over the Common Stock as to the distribution of assets on
liquidation, dissolution or winding up of the affairs of the Company. The
Preferred Stock does not have dividend rights and, except to the extent
described below or provided by Texas law, does not have voting rights. Holders
of a majority of the Preferred Stock must approve any amendment to the Articles
of Incorporation of the Company that would (i) authorize or create, or increase
the authorized amount of, any class of stock which is entitled to voting rights
inconsistent with any outstanding Preferred Stock, (ii) increase the authorized
number of shares of Preferred Stock, (iii) change any of the rights and
preferences of any outstanding Preferred Stock or (iv) materially alter any
other provisions of any outstanding Preferred Stock or the Common Stock. No
shares of Preferred Stock are currently outstanding.

LIMITATION ON LIABILITY OF DIRECTORS

The Company's Articles of Incorporation limit the personal liability
of directors to the fullest extent permitted by Texas law. Specifically, a
director of the Company will not be personally liable to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability: (i) for a breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for an act
or omission not in good faith or that involves intentional misconduct or a
knowing violation of the law, (iii) for a transaction from which the director
derived an improper personal benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office, or (iv) an act or
omission for which the liability of the director is expressly provided by an
applicable statute, such as a corporation's unlawful stock repurchase or
payment of a dividend. This provision is intended to afford directors
additional protection from, and limit their potential liability for, suits
alleging a breach of the duty of care by a director. The Company believes that
this provision will assist in its securing and retaining the services of
directors who are not employees of the Company. As a result of the inclusion
of this provision, shareholders may be unable to recover monetary damages
against directors for actions taken by them that constitute negligence or gross
negligence or that are in violation of their fiduciary duties, although it may
be possible to obtain injunctive or other equitable relief with respect to such
actions. If equitable remedies are found not to be available to shareholders
for any particular case, shareholders may not have an effective remedy against
the challenged conduct.

- 19 -
<PAGE> 20
PROVISIONS HAVING ANTI-TAKEOVER EFFECT

Provisions contained in the Company's Articles of Incorporation and
Bylaws that may be deemed, whether or not intended for that purpose, to be
anti-takeover in nature are (i) a provision in the Company's Articles of
Incorporation prohibiting cumulative voting for the election of directors; (ii)
a provision in the Company's Bylaws providing for the existence of a classified
Board of Directors divided into three classes, with the members of each class
serving for staggered periods of three years; (iii) a provision in the Articles
of Incorporation reserving to the directors the power to amend the Bylaws of
the Company and a Bylaw provision requiring a two-thirds vote of the Board to
authorize certain such amendments; and (iv) provisions in the Company's Bylaws
providing that a director may be removed only for cause and only by the
affirmative vote of at least two-thirds of the shares entitled to vote with
respect to the election of directors. Additionally, the Company has an
existing shareholder rights plan providing special rights for the acquisition
of Common Stock and other features designed to deter unfair or abusive takeover
attempts, to prevent a person or group from gaining control of the Company
without offering fair value to all shareholders and to deter abusive takeover
tactics which are not in the best interest of shareholders.

The Company also has change in control agreements with each of its
executive officers (the "Agreements") that set forth certain benefits that the
Company will provide in the event their employment is terminated subsequent to
a change in control of the Company (as defined in the Agreements). The
Agreements continue in effect until terminated by the Company upon specified
notice and continue for three years following a change in control of the
Company. The Agreements each provide that if the officer is terminated or if
the officer elects to terminate employment under certain circumstances within
three years following a change in control of the Company, the officer shall be
entitled to a lump sum severance payment equal to (i) three times the officer's
annual base salary (but not in excess of the aggregate base salary that could
be earned up to the officer's normal retirement date), (ii) an amount equal to
the largest bonus paid to him during the preceding three years, prorated for
the current year, and (iii) the value over exercise price of unexercised stock
options. In addition, the officer shall be entitled to a three-year
continuation of certain employee benefits, two additional years of service
credit under the Company's retirement program, and reimbursement of certain
legal fees, expenses, and any applicable excise taxes.

The Company's Indenture contains a change in control provision which
provides that, upon the occurrence of a change in control in the Company, the
Company will be required to purchase all of the outstanding Notes at 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase. The Company's Credit Agreement also has a change in control
provision which provides, among other things, that if any event of default
should occur after a change in control in the Company, then the Credit
Agreement may terminate and any outstanding borrowings may become immediately
due and payable.

- 20 -
<PAGE> 21
TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is the First
National Bank of Boston, Boston, Massachusetts.

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be
passed upon for the Company by Covington & Burling, 1201 Pennsylvania Avenue,
N.W. Washington, D.C. 20044.

EXPERTS

The consolidated financial statements of the Company and related
financial statement schedule, as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997, incorporated herein by
reference to the Company's annual report on Form 10-K (File No. 0-18437) have
been so incorporated in reliance on the report of Deloitte & Touche LLP,
independent auditors, given upon authority of said firm as experts in auditing
and accounting.

The consolidated financial statements of Sea Mar as of December 31, 1997 and
1996 and for each of the two years in the period ended December 31, 1997,
incorporated herein by reference to the Company's Current Report on Form 8-K
dated March 9, 1998 (File No. 0-18437) have been so incorporated in reliance
on the report of Arthur Andersen LLP, independent auditors, given upon
authority of said firm as experts in auditing and accounting.

- 21 -
<PAGE> 22
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE 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. THE DELIVERY OF THIS PROSPECTUS AND ANY SALE
MADE HEREUNDER SHALL NOT, 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.

TABLE OF CONTENTS

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 5
Disclosure Regarding Forward Looking Information . . . . . . . . . . . . 6
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . 18
Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . . . 21
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

POOL ENERGY SERVICES CO.

769,231 SHARES

COMMON STOCK

PROSPECTUS

_______________, 1998

- 22 -
<PAGE> 23
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.

<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . $ 5,755
Nasdaq Listing Fee . . . . . . . . . . . . . 17,500
Printing expenses(*) . . . . . . . . . . . . 10,000
Accounting fees and expenses(*) . . . . . . . 20,000
Legal fees and expenses (*) . . . . . . . . . 20,000
Miscellaneous expenses (*). . . . . . . . . . 10,000
-------
Total (*) . . . . . . . . . . . . . . . . . . $83,255
=======
</TABLE>

* Estimated

Item 15. Indemnification of Directors and Officers

The Section of the Prospectus entitled "Limitation on Liability of
Directors" is incorporated herein by reference.

Pursuant to Article 2.02-1 of the Texas Business Corporation Act,
Article XIII of the bylaws of the Company authorizes the Company to indemnify
any person who (1) is or was a director, officer, employee or agent of the
Company or (2) while a director, officer, employee or agent of the Company, or
was serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, to the
fullest extent that a corporation may or is required to grant indemnification
to a director under the Texas Business Corporation Act. The Company may
indemnify any person to such further extent as permitted by law.

II-1
<PAGE> 24
Item 16. Exhibits

Exhibit No. Description
- ----------- -----------

4.1 Articles of Incorporation of the Company, as amended (incorporated
by reference to Exhibit 3.1 of the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 1996, Commission File No.
0-18437)

4.2 Bylaws of the Company as currently in effect (incorporated by
reference to Exhibit 3.2.1 of the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1994, Commission
File No. 0-18437)

4.3 Rights Agreement dated as of June 7, 1994 between Pool Energy
Services Co. and The First National Bank of Boston, as Rights
Agent, which includes as Exhibit A the form of Rights Certificate
and as Exhibit B the form of Summary of Rights to Purchase Shares
(incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated June 7, 1995, Commission File No.
0-18473)

5.1(*) Opinion of Covington & Burling

23.1(*) Consent of Deloitte & Touche LLP

23.2(*) Consent of Arthur Andersen LLP

23.3 Consent of Covington & Burling (contained in their opinion filed
as Exhibit 5.1)

24.1(*) Powers of Attorney

- ----------------------
(*) Filed herewith

II-2
<PAGE> 25
Item 17. Undertakings

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 hereof) 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.

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 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.

II-3
<PAGE> 26
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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.

II-4
<PAGE> 27
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and 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 6, 1998.

POOL ENERGY SERVICES CO.

By: /s/ J. T. Jongebloed
------------------------------------
J. T. Jongebloed
Chairman, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 6th day of April 1998 by
the following persons in the capacitates indicated.

Signature Title
--------- -----

/s/ J. T. Jongebloed Chairman, President and
- ------------------------------ Chief Executive Officer
J. T. Jongebloed

/s/ E. J. Spillard Senior Vice President, Finance
- ------------------------------ (principal financial officer)
E. J. Spillard

/s/ B. G. Gordon Controller
- ------------------------------- (principal accounting officer)
B. G. Gordon

/s/ William H. Mobley* Director
- -------------------------------
William H. Mobley

/s/ Joseph R. Musolino* Director
- -------------------------------
Joseph R. Musolino

/s/ James L. Payne* Director
- -------------------------------
James L. Payne

/s/ Donald D. Sykora* Director
- -------------------------------
Donald D. Sykora

* By /s/ J. T. Jongebloed
---------------------------
J. T. Jongebloed
Attorney-in-Fact

II-5
<PAGE> 28
EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------

5.1(*) Opinion of Covington & Burling

23.1(*) Consent of Deloitte & Touche LLP

23.2(*) Consent of Arthur Andersen LLP

23.3 Consent of Covington & Burling (contained in their opinion filed
as Exhibit 5.1)

24.1(*) Powers of Attorney

- --------------------
(*) Filed herewith

II-6

<PAGE> 1
EXHIBIT 5.1

April 6, 1998

Pool Energy Services Co.
10375 Richmond Avenue
Houston, Texas 77042

Gentlemen:

This opinion is being furnished to you in connection with a public
offering from time to time by certain stockholders of the Company identified
under "Selling Stockholders" in the Registration Statement (defined below)
(collectively, the "Selling Stockholders") of up to an aggregate of 769,231
shares of common stock, no par value, of Pool Energy Services Company ("Common
Stock") (all such shares being referred to collectively herein as the "Shares"),
pursuant to a registration statement filed by the Company on Form S-3 under the
Securities Act of 1933 with the Securities and Exchange Commission (the
"Commission") on the date hereof (which registration statement is hereinafter
called the "Registration Statement").

We have acted as counsel to the Company in connection with the
registration of the Shares. We have examined signed copies of the Registration
Statement, and the exhibits thereto, all as to be filed with the Commission. We
also have examined and relied upon copies of minutes of meetings of the Board of
Directors of the Company.

Based on the foregoing, it is our opinion that the Shares have been
duly authorized and validly issued, and are fully paid and non-assessable.

We hereby consent to the filing of this opinion as part of the
Registration Statement and to the use of our name therein and in the related
Prospectus under the caption "Legal Matters."

<PAGE> 2

Pool Energy Services Co.
April 6, 1998
Page 2

This opinion is rendered only to the Board of Directors of the
Company and is solely for their benefit in connection with the offer and sale of
the Shares pursuant to the Registration Statement and may not be relied upon for
any other purpose or by any other person, without our prior written consent. The
opinions expressed in this letter are limited solely to the matters set forth
herein, and no opinion should be inferred beyond those opinions expressly
stated. We assume no obligation to advise you of any facts that come to our
attention, or any change in law, subsequent to the date hereof.

Very truly yours,

COVINGTON & BURLING

<PAGE> 1
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Pool Energy Services Co. on Form S-3 of our report dated February 17, 1998,
appearing in the Annual Report on Form 10-K of Pool Energy Services Co. for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP
Houston, Texas

April 2, 1998

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report on Sea Mar, Inc. dated
February 13, 1998, included in the Current Report on Form 8-K of Pool Energy
Services Co. dated March 9, 1998 and to all references to our Firm included in
this registration statement.

ARTHUR ANDERSEN LLP

New Orleans, Louisiana
April 6, 1998

<PAGE> 1
EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned director of Pool
Energy Services Co. (the "Company"), hereby constitutes and appoints J.T.
Jongebloed and E.J. Spillard, or either of them (with full power to each of them
to act alone), his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to execute and file a Registration Statement on Form S-3
and any or all amendments thereto (including, without limitation, post-effective
amendments and any amendment or amendments increasing the amount of or altering
the type or nature of the securities for which registration is being sought)
with all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or either of them, or their substitute or
substitutes, may lawfully do or cause to be done.

/s/ JOSEPH R. MUSOLINO
-----------------------------
Joseph R. Musolino, Director

Dated: 10/31/97
-------------
<PAGE> 2
EXHIBIT 24.1

POWER OF ATTORNEY

/s/ JAMES L. PAYNE
-----------------------------
James L. Payne, Director

Dated: Oct. 31, 1997
----------------
<PAGE> 3
EXHIBIT 24.1

POWER OF ATTORNEY

/s/ WILLIAM H. MOBLEY
-----------------------------
William H. Mobley, Director

Dated: Oct. 31, 1997
-------------------
<PAGE> 4
EXHIBIT 24.1

POWER OF ATTORNEY

/s/ DONALD D. SYKORA
-----------------------------
Donald D. Sykora, Director

Dated: 10/31/97
-----------------