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):
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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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previously. Identify the previous filing by registration statement number,
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<PAGE>
[POOL ENERGY LETTERHEAD]
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December 15, 1998
DEAR SHAREHOLDER:
As you know, Nabors Industries is trying to buy your company for a fraction
of the replacement value of its assets, at a time when oil service company
stocks are severely depressed. In the letter we sent you on November 27, we told
you that as part of Nabors' takeover tactics, it has called a special meeting on
January 12 to ask you to vote on its non-binding resolution recommending that
Pool's Board of Directors arrange for the sale of Pool and take all necessary
actions to effect a sale.
The enclosed Proxy Statement describes in more detail the background of the
Nabors proposal, our response, and the reasons why we believe that Nabors'
proposal is not in your best interest.
WE BELIEVE THAT NABORS' TACTIC IS NOTHING MORE THAN AN EFFORT TO GAIN A
STRATEGIC ADVANTAGE IN ITS ATTEMPT TO BUY YOUR COMPANY ON TERMS THAT YOUR BOARD
BELIEVES DO NOT REPRESENT THE BEST VALUE FOR SHAREHOLDERS. WE URGE YOU TO REJECT
THE NABORS RESOLUTION AND TO SIGN THE ENCLOSED GOLD PROXY CARD VOTING AGAINST
THE NABORS PROPOSAL. PLEASE DO NOT SIGN ANY CARD SENT TO YOU BY NABORS.
WE ASK YOU TO CONSIDER THE REASONS WHY WE BELIEVE
YOU SHOULD REJECT NABORS' SELF-SERVING TAKEOVER TACTICS
o NABORS HAS ALREADY STARTED A CREEPING ACQUISITION BY PURCHASING OVER 10
PERCENT OF YOUR COMPANY IN THE OPEN MARKET WITHOUT PAYING ANY PREMIUM.
o Nabors has a history of buying companies and assets that are severely
undervalued. While this has been advantageous to Nabors, it is a tactic
that does not reward shareholders of the acquired company. Your Board will
not surrender the value inherent in your Company for the benefit of Nabors
and its shareholders.
o As of December 14, the implied value of Nabors' proposal to acquire your
Company is actually a discount of approximately 55 percent from the closing
price of the common stock less than eight months ago, before the
precipitous drop in the price of oilfield service stocks as an industry
sector. Keep in mind that while Pool's stock price dropped 83 percent from
October 9, 1997 to October 9, 1998 (the last trading day before Nabors'
proposal to buy your Company), NABORS' STOCK PRICE DROPPED 72 PERCENT
DURING THE SAME PERIOD. THIS IS CLEARLY NOT A SMART TIME TO BE A SELLER.
o Nabors' actions are inherently disruptive. They are intended to distract
your Board and management from devoting time and financial resources to the
continued pursuit of our successful strategic plan. Our ongoing objective
is to be completely focused on growing the business and thereby increasing
shareholder value. Nabors is trying to deflect us from that goal.
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For these reasons, your Board has unanimously and unequivocally rejected
Nabors' proposal to acquire Pool Energy Services. Your Board will not be
stampeded or coerced into approving a sale of the Company on terms that in its
reasonable business judgment do not maximize shareholder value.
SINCE OUR FIRST LETTER, OUR CONVICTION HAS ONLY INTENSIFIED. IN OUR
DECEMBER 2 MEETING, AFTER CONSIDERING THE NABORS RESOLUTION AND THE PREVIOUS
CORRESPONDENCE FROM NABORS, YOUR BOARD REAFFIRMED ITS COMMITMENT TO ENHANCE
SHAREHOLDER VALUE THROUGH CONTINUED IMPLEMENTATION OF THE COMPANY'S SUCCESSFUL
STRATEGIC PLAN.
The Board reached the following conclusions concerning its beliefs about
the Nabors proposal and about the best way to enhance value for shareholders:
o The Company's current strategy is a sound one that has been well executed,
bringing strong growth and enhanced margins since our strategic plan was
adopted in May 1994. Although Nabors asserts that its share price has
appreciated over a defined period compared to a decrease in Pool's shares,
NABORS NEGLECTS TO POINT OUT POOL'S 460% INCREASE FROM THE TIME OF THE
ADOPTION OF ITS STRATEGIC PLAN UP UNTIL THE GENERAL COLLAPSE OF OIL PRICES
AND OILFIELD SERVICES COMPANY STOCKS IN THE FALL OF 1997.
o The Board reaffirmed its commitment to enhancing shareholder value through
the continued successful implementation of the strategic plan, including
completing acquisitions on a larger scale than those that the Company has
effected to date, as the best way to further enhance shareholder value.
o We have a strong and independent Board guiding Pool Energy's future. Other
than Jim Jongebloed, who serves as chairman, president, and chief executive
officer of the Company, all of Pool's directors ARE OUTSIDE, INDEPENDENT
DIRECTORS WITH EXTENSIVE BUSINESS EXPERIENCE.
o 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 growth strategies. NABORS' ACQUISITION
PROPOSAL IS CLEARLY NOT SUCH AN ALTERNATIVE.
These conclusions, and other reasons why we believe you should reject the
Nabors proposal, are discussed more fully in the enclosed Proxy Statement.
IT IS IMPORTANT THAT YOU BE FULLY INFORMED ABOUT THE NATURE OF NABORS'
ACTIONS, AND OF THE SOUNDNESS OF POOL'S DETERMINATION TO REMAIN ON ITS STATED
COURSE. WE THEREFORE URGE YOU TO VOTE THE ENCLOSED GOLD PROXY CARD.
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We remain convinced that by continuing and accelerating our strategic
initiatives, 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 service company stocks generally. By doing so, we can
better assure our shareholders will receive maximum value for their shares
instead of a firesale price at a trough of the business cycle.
Thank you for your support and continued interest as we work together to
build the value you deserve from your investment in Pool Energy.
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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