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): November 24, 1999
NABORS HOLDING COMPANY
(Exact Name of Registrant as Specified in Charter)
Texas 000-18437 76-0263755
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10375 Richmond Avenue
Houston, Texas 77042
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 954-3000
Pool Energy Services Co.
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On November 24, 1999, Pool Energy Services Co., a Texas
corporation, was acquired by Nabors Industries, Inc., a Delaware corporation.
The acquisition was consummated through a merger of Starry Acquisition Corp., a
Texas corporation and a wholly-owned subsidiary of Nabors, with and into Pool,
pursuant to the Agreement and Plan of Merger, dated as of January 10, 1999, as
amended, by and among Pool, Nabors and Starry Acquisition Corp. The merger
agreement and the merger were approved by the shareholders of Pool at a special
meeting of shareholders held on September 28, 1999. On November 24, 1999, Nabors
issued a press release announcing consummation of the merger.
Pursuant to the terms of the merger agreement, as of the effective
time of the merger, each outstanding share of common stock, without par value,
of Pool, other than shares held in the treasury of Pool and shares owned by
Nabors or any of its subsidiaries, was converted into the right to receive 1.025
shares of common stock, par value $.10 per share, of Nabors. At the Effective
Time, the former shareholders of Pool received approximately 19,260,082 shares
of Nabors common stock in the aggregate. As a result of the merger, Nabors owns
approximately 90% of the voting securities of Pool and Nabors Alaska Drilling,
Inc., an Alaska corporation and a wholly-owned subsidiary of Nabors, owns the
remaining 10% of the voting securities of Pool.
Pursuant to the merger agreement, at the effective time, options to
purchase 149,774 shares of Pool common stock were exchanged for options to
purchase 153,519 shares of Nabors common stock and options to purchase 1,111,461
shares of Pool common stock were exchanged for approximately $17.7 million in
cash in the aggregate. In each case, all options to purchase Pool common stock
were cancelled and ceased to be outstanding.
In accordance with the terms of the merger agreement, among other
things, the board of directors of Pool is now composed of the former members of
the board of directors of Starry Acquisition Corp. and the officers of Pool are
now the former officers of the Starry Acquisition Corp. Pool's board of
directors intends to appoint certain new officers of Pool in accordance with
Pool's bylaws.
In addition, following the merger, Pool reincorporated in Delaware and
changed its legal name to Nabors Holding Company. The reincorporation of Pool in
Delaware and its name change to Nabors Holding Company is part of a larger
process of integrating Pool and its subsidiaries into the Nabors group of
companies. Following the reincorporation, Nabors continues to own approximately
90% of the voting securities of Nabors Holding Company and Nabors Alaska
continues to own the remaining 10% of the voting securities of Nabors Holding
Company.
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The foregoing description of the merger agreement does not purport to
be complete and is qualified in its entirety by reference to the merger
agreement incorporated herein by reference to Annex A to the Joint Proxy
Statement/Prospectus dated August 9, 1999, forming part of the Registration
Statement on Form S-4 (Registration No. 333-84781) of Nabors.
(b) To the knowledge of Nabors Holding Company, except as set forth
herein, there are no arrangements, including any pledge by any person of
securities of Nabors Holding Company, the operation of which may at a subsequent
date result in a further change in control of Nabors Holding Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 10, 1999, as
amended and restated as of August 6, 1999, by and among Nabors,
Starry Acquisition Corp. and Pool (incorporated by reference to
Annex A to the Joint Proxy Statement/Prospectus dated August 9,
1999, forming part of the Registration Statement on Form S-4
(Registration No. 333-84781) of Nabors).
2.2 Second Amendment to Merger Agreement, dated November 24, 1999
(incorporated by reference to the Current Report on Form 8-K
filed by Nabors on November 24, 1999 (Commission File No.
1-9245)).
99.1 Press Release dated November 24, 1999, issued by Nabors
(incorporated by reference to the Current Report on Form 8-K
filed by Nabors on November 24, 1999 (Commission File No.
1-9245)).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Pool has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 1, 1999 NABORS HOLDING COMPANY
By: /s/ Anthony G. Petrello
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Name: Anthony G. Petrello
Title: President
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