SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section) 240.14a-11(c) or
(section) 240.14a-12
POOL ENERGY SERVICES CO.
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(Name of Registrant as Specified in Its Charter)
POOL ENERGY SERVICES CO.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No filing fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11.
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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4) Date Filed:
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<PAGE>
POOL ENERGY LETTERHEAD
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December 24, 1998
DEAR SHAREHOLDER:
There is one overriding reason Pool Energy Services has rejected Nabors'
takeover proposal and has been urging you to reject Nabors' non-binding proposal
that your Company be put up for sale.
The proposal simply doesn't do justice to your company or its inherent
value.
DON'T LET NABORS BUY YOUR VOTE -- AND YOUR COMPANY -- ON THE CHEAP. IF YOU
HAVEN'T ALREADY SIGNED AND RETURNED THE ENCLOSED GOLD PROXY CARD VOTING AGAINST
THE NABORS PROPOSAL, PLEASE DO SO NOW.
In our view, Nabors is attempting to mask its lowball offer with misleading
stock price comparisons, hopeful talk of synergies, and the usual cry of
management entrenchment. But we believe that it is a mistake -- and harmful to
your financial interests -- to sit down and negotiate on the basis of an
unsolicited offer that clearly serves the interests of Nabors' shareholders
instead of your interests.
DESPITE THE DIFFICULTIES OUR INDUSTRY IS EXPERIENCING, WE WILL NOT SELL
OUR SHAREHOLDERS SHORT. WE RECOMMEND YOU REJECT NABORS' SELF-SERVING TAKEOVER
TACTICS. Our recommendation is based upon the following beliefs:
First, Nabors is trying to take advantage of depressed valuations of
oilfield service stocks.
Our industry is driven by the oil and gas commodity cycle -- one that
is at a cyclical low not experienced in over ten years. When we came out of
the last of these cycles, we performed well. In fact, our stock increased
460% from the time of the adoption of our strategic plan up until the
general collapse of oil prices and oilfield services company stocks in the
Fall of 1997.
Second, Nabors has been critical of Pool's recent stock price
performance without acknowledging that its own stock declined 72% during
the year-long period immediately preceding its October 9th proposal to buy
Pool -- only slightly less than the 83% decline in Pool's stock over the
same period.
Third, Nabors wants to buy low and is asking you to tell your Board to
sell low. But who would be on the smarter end of that transaction?
YOUR BOARD HAS BEEN AND WILL CONTINUE TO BE WILLING TO EVALUATE ANY
ALTERNATIVE THAT IT BELIEVES DELIVERS TO POOL'S SHAREHOLDERS SUPERIOR VALUE
TO THAT PROVIDED BY POOL'S OWN SUCCESSFUL GROWTH STRATEGIES. NABORS'
ACQUISITION PROPOSAL IS CLEARLY NOT SUCH AN ALTERNATIVE.
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KEEP IN MIND THAT NABORS COULD HAVE PUT FORWARD A HIGHER ACQUISITION
PROPOSAL IF IT WANTED TO DO ANYTHING OTHER THAN BUY POOL "ON THE CHEAP." In
October 1998, for example, shortly after Nabors first made a proposal to
our Company, it announced an agreement to buy Bayard Drilling Technologies
for a price that, as a multiple of EBITDA*, is about twice the amount
Nabors has offered to pay for Pool.
Fourth, Nabors has consistently stated that, "If Pool can demonstrate
additional value...it is prepared to offer a higher price." This strategy
is often used by the sponsors of unsolicited acquisition proposals to
initiate discussions with a target company for the purpose of acquiring it
at a bargain price. Nabors does not need access to any non-public
information to find values in excess of what it proposed. It need only
examine Pool's published financial statements.
Finally, Nabors' actions and acquisition proposal are self-serving,
opportunistic, and designed to capture for itself the value inherent in
Pool, for the sole benefit of Nabors and its shareholders.
BOTTOM LINE, THE NABORS RESOLUTION IS NOTHING MORE THAN A COERCIVE
NEGOTIATING TACTIC. YOUR BOARD DOES NOT BELIEVE IT IS IN YOUR BEST INTEREST TO
ENTER INTO NEGOTIATIONS REGARDING A SALE OF THE COMPANY AT A LEVEL IT BELIEVES
FAILS TO REFLECT THE COMPANY'S INHERENT VALUE.
We urge you to vote with your pocketbook -- vote for the creation of
meaningful value rather than a fire sale price at a trough in the business
cycle. We firmly believe that:
o POOL'S BUSINESS STRATEGY IS A SOUND ONE THAT HAS BEEN WELL EXECUTED,
BRINGING STRONG GROWTH AND ENHANCED MARGINS SINCE WE FIRST ADOPTED OUR
STRATEGIC PLAN.
o By continuing and accelerating our strategic initiatives, once oil prices
recover we can return to the growth rates we experienced prior to when the
overall collapse of oil prices triggered the dramatic decline in trading
values that has impacted oilfield services company stocks generally.
We will not be shy about considering other opportunities if we believe they
can provide greater value than our own initiatives.
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* Earnings Before Interest, Income Taxes, Depreciation and Amortization
<PAGE>
WE BELIEVE THAT NABORS' ACQUISITION PROPOSAL SERVES ITS SHAREHOLDERS, NOT
POOL'S SHAREHOLDERS. Your Board will not agree to turn its back on you by
selling the business for a small fraction of the replacement value of its assets
when oilfield services company stocks are at all-time lows. Therefore we urge
you to VOTE the enclosed GOLD proxy card if you have not already done so.
Thank you again for your support.
On Behalf of the Board of Directors
Sincerely,
/s/J. T. JONGEBLOED
J. T. JONGEBLOED
Chairman, President and Chief Executive Officer
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If you have any questions or need assistance in voting your GOLD proxy card,
please contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
CALL TOLL-FREE (800) 322-2885 OR (212) 929-5500 COLLECT
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