<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------------ ------------------
COMMISSION FILE NUMBER 33-42194
POOL COMPANY 401(k) SAVINGS PLAN
(FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW)
POOL ENERGY SERVICES CO.
10375 RICHMOND AVENUE
HOUSTON, TEXAS 77042
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICES)
<PAGE> 2
POOL COMPANY 401(k) SAVINGS PLAN, REPORT ON FORM 11- K
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, December 31, 1998 4
Statement of Net Assets Available for Benefits, December 31, 1997 5
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1998 6
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1997 7
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES:
Item 27a - Assets Held for Investment, December 31, 1998 13
Item 27d - Reportable Transactions for the Year Ended December 31, 1998 14
</TABLE>
Schedules other than those listed above have been omitted because of the
absence of the conditions under which they are required.
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Pool Company 401(k) Savings Plan:
We have audited, by fund and in total, the accompanying statements of net
assets available for benefits of the Pool Company 401(k) Savings Plan (the
"Plan") as of December 31, 1998 and 1997, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment as of December 31, 1998 and (2) reportable transactions for
the year ended December 31, 1998 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1998 financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Houston, Texas
June 4, 1999
-3-
<PAGE> 4
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
----------------------------------------------------------------------------
NEW PRIME
STABLE NEW EQUITY CAPITAL AMERICA RESERVE
VALUE INCOME INCOME APPRECIATION GROWTH FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS -
Investments (at fair value):
T. Rowe Price mutual funds $7,225,958 $1,576,142 $8,086,880 $3,544,742 $6,583,685 $4,601,102
Pool Energy Services Co. common stock
Participant loans
---------- ---------- ---------- ---------- ---------- ----------
Total 7,225,958 1,576,142 8,086,880 3,544,742 6,583,685 4,601,102
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $7,225,958 $1,576,142 $8,086,880 $3,544,742 $6,583,685 $4,601,102
========== ========== ========== ========== ========== ==========
<CAPTION>
FUNDS
-------------------------
POOL ENERGY
SERVICES CO. PARTICIPANT
COMMON STOCK LOANS TOTAL
<S> <C> <C> <C>
ASSETS -
Investments (at fair value):
T. Rowe Price mutual funds $31,618,509
Pool Energy Services Co. common stock $2,664,741 2,664,741
Participant loans $2,007,418 2,007,418
---------- ---------- -----------
Total 2,664,741 2,007,418 36,290,668
---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $2,664,741 $2,007,418 $36,290,668
========== ========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE> 5
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
----------------------------------------------------------------------------
NEW PRIME
STABLE NEW EQUITY CAPITAL AMERICA RESERVE
VALUE INCOME INCOME APPRECIATION GROWTH FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS -
Interest receivable $ 3,618
---------- ---------- ---------- ---------- ---------- ----------
Investments (at fair value):
T. Rowe Price mutual funds $5,564,477 $1,012,038 $7,464,987 $2,914,070 $5,292,335 1,923,827
Pool Energy Services Co. common stock
Participant loans
---------- ---------- ---------- ---------- ---------- ----------
Total 5,564,477 1,012,038 7,464,987 2,914,070 5,292,335 1,923,827
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $5,564,477 $1,012,038 $7,464,987 $2,914,070 $5,292,335 $1,927,445
========== ========== ========== ========== ========== ==========
<CAPTION>
FUNDS
---------------------------------------
POOL ENERGY
SERVICES CO. PARTICIPANT
COMMON STOCK LOANS TOTAL
<S> <C> <C> <C>
ASSETS -
Interest receivable $ 3,618
---------- ---------- -----------
Investments (at fair value):
T. Rowe Price mutual funds 24,171,734
Pool Energy Services Co. common stock $2,165,233 2,165,233
Participant loans $1,245,819 1,245,819
---------- ---------- -----------
Total 2,165,233 1,245,819 27,582,786
---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $2,165,233 $1,245,819 $27,586,404
========== ========== ===========
</TABLE>
See notes to financial statements.
-5-
<PAGE> 6
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
--------------------------------------------------------------------------------
NEW PRIME
STABLE NEW EQUITY CAPITAL AMERICA RESERVE
VALUE INCOME INCOME APPRECIATION GROWTH FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 74,890 $ 28,906 $ 95,056 $ 53,136 $ 92,232
Employee contributions 771,430 279,304 1,173,742 603,549 1,134,992
Dividends and interest 393,941 111,823 661,843 543,076 509,077 $ 11,958
Net appreciation (depreciation) of
investments (Note 4) (40,339) 13,237 (357,301) 454,871
Transfer of DA&S Oil Well Servicing, Inc.
401(k) Plan and Trust assets 4,043,277
Transfer of A.A. Oilfield Service, Inc. Profit
Sharing 401(k) Plan assets 557,825
---------- ---------- ---------- ---------- ---------- ----------
Total 1,240,261 379,694 1,943,878 842,460 2,191,172 4,613,060
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (582,601) (104,156) (627,364) (441,010) (501,794) (148,554)
INTERFUND TRANSFERS 1,003,821 288,566 (694,621) 229,222 (398,028) (1,790,849)
---------- ---------- ---------- ---------- ---------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 1,661,481 564,104 621,893 630,672 1,291,350 2,673,657
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 5,564,477 1,012,038 7,464,987 2,914,070 5,292,335 1,927,445
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $7,225,958 $1,576,142 $8,086,880 $3,544,742 $6,583,685 $4,601,102
========== ========== ========== ========== ========== ==========
<CAPTION>
FUNDS
-----------------------------------------
POOL ENERGY
SERVICES CO. PARTICIPANT
COMMON STOCK LOANS TOTAL
<S> <C> <C> <C>
ADDITIONS:
Employer contributions $ 38,997 $ 383,217
Employee contributions 482,289 4,445,306
Dividends and interest 12,698 2,244,416
Net appreciation (depreciation) of
investments (Note 4) (760,666) (690,198)
Transfer of DA&S Oil Well Servicing, Inc.
401(k) Plan and Trust assets 370,583 4,413,860
Transfer of A.A. Oilfield Service, Inc.
Profit Sharing 401(k) Plan assets 557,825
---------- ---------- -----------
Total (226,682) 370,583 11,354,426
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (124,359) $ (120,324) (2,650,162)
INTERFUND TRANSFERS 850,549 511,340
---------- ---------- -----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 499,508 761,599 8,704,264
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 2,165,233 1,245,819 27,586,404
---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $2,664,741 $2,007,418 $36,290,668
========== ========== ===========
</TABLE>
See notes to financial statements.
-6-
<PAGE> 7
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
----------------------------------------------------------------------------
NEW PRIME
STABLE NEW EQUITY CAPITAL AMERICA RESERVE
VALUE INCOME INCOME APPRECIATION GROWTH FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 77,623 $ 26,510 $ 82,261 $ 46,077 $ 86,598
Employee contributions 822,261 269,616 1,022,581 515,309 975,168
Dividends and interest 345,139 69,948 749,302 369,035 268,185 $ 12,809
Net appreciation of investments (Note 4) 19,552 879,436 42,070 667,291
Transfer of R & H Well Service, Inc.
Employee Profit Sharing Plan assets 1,923,827
---------- ---------- ---------- ---------- ---------- ----------
Total 1,245,023 385,626 2,733,580 972,491 1,997,242 1,936,636
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (571,017) (72,678) (352,411) (177,500) (417,051) (32,162)
INTERFUND TRANSFERS 242,919 (218,042) (15,957) (206,686) (397,417) (603,486)
---------- ---------- ---------- ---------- ---------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 916,925 94,906 2,365,212 588,305 1,182,774 1,300,988
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 4,647,552 917,132 5,099,775 2,325,765 4,109,561 626,457
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $5,564,477 $1,012,038 $7,464,987 $2,914,070 $5,292,335 $1,927,445
========== ========== ========== ========== ========== ==========
<CAPTION>
FUNDS
-------------------------------------------
POOL ENERGY
SERVICES CO. PARTICIPANT
COMMON STOCK LOANS TOTAL
<S> <C> <C> <C>
ADDITIONS:
Employer contributions $ 26,888 $ 345,957
Employee contributions 268,241 3,873,176
Dividends and interest 6,026 1,820,444
Net appreciation of investments (Note 4) 472,156 2,080,505
Transfer of R & H Well Service, Inc. Employee
Profit Sharing Plan assets 1,923,827
---------- ---------- -----------
Total 773,311 10,043,909
DEDUCTIONS -
Employee benefit payments, withdrawals
and other (91,351) $ (61,880) (1,776,050)
INTERFUND TRANSFERS 155,084 1,043,585
---------- ---------- -----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 837,044 981,705 8,267,859
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 1,328,189 264,114 19,318,545
---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $2,165,233 $1,245,819 $27,586,404
========== ========== ===========
</TABLE>
See notes to financial statements.
-7-
<PAGE> 8
POOL COMPANY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following description of the Pool Company 401(k) Savings Plan
("Plan") provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's
provisions.
GENERAL - The Plan is a defined contribution plan, intended to qualify
under Sections 401(a), 401(k), 401(m) and 501(a) of the Internal Revenue
Code (the "Code"), which is maintained for eligible employees of Pool
Company and its participating subsidiaries (collectively, the "Company").
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The effective date of the Plan was
January 1, 1991.
During 1997, the Plan was amended to include as eligible employers
certain entities that had been acquired by the Company in 1997. Certain
benefit plans maintained by these entities were or will be terminated or
merged into the Plan, and eligible participants in the prior plans will
become eligible to participate in the Plan upon meeting the eligibility
requirements. Eligible assets of the terminated plans were distributed to
the participants, rolled into the Plan or rolled into other qualified
plans depending on the participants' direction. All other assets of the
merged or terminated plans were or will be merged or transferred into the
Plan. The Plan was further amended to accept existing participant loans,
subject to their originating terms, transferred in from a new eligible
employer. Effective December 31, 1998, the DA&S Oil Well Servicing, Inc.
401(k) Plan and the A.A. Oilfield Service, Inc. Profit Sharing Plan were
merged into the Plan.
THE TRUST - The Pool Company 401(k) Savings Plan Trust (the "Trust") was
established effective January 1, 1991, to hold and invest the
contributions made by the Company and participants under the Plan. T.
Rowe Price Trust Company (the "Trustee") manages the Trust and maintains
individual accounts for each participant.
PARTICIPANT LOANS - During 1997, the Plan was amended to allow
participant loans, subject to the provisions as set forth in the Plan.
Prior to this amendment, the Plan only accepted existing participant
loans, subject to their originating terms, transferred in from an
acquired employer. Loan transactions are treated as a transfer to (from)
the applicable investment fund (from) to the participant loans fund. Loan
terms range from one to five years. The loans are secured by the balance
in the participant's account and bear interest at the prime rate plus 1%.
Interest rates range from 8.75% to 11%. Principal and interest are paid
ratably through monthly payroll deductions.
ALLOCATION OF INVESTMENT INCOME - The net earnings or loss of each fund
within the Trust, including capital gains or losses whether or not
realized, are allocated to individual participant accounts in that fund
based on the ratio that the value of each participant's account bears to
the value of all accounts in that fund as of the valuation date.
-8-
<PAGE> 9
ELIGIBILITY - All full-time and part-time employees of the Company not
covered by a collective bargaining agreement who have attained the age of
21 and completed one year of service are eligible to participate in the
Plan. Effective January 1, 1999 the age requirement will be discontinued.
CONTRIBUTIONS - Employees may contribute, on a pretax basis, up to 12% of
their annual compensation, subject to limitations set forth in the Plan.
Employee contributions (and the related employer-matching contribution)
are directed to the various available investment options by the employee
and may be changed at any time at the employee's request. The Company is
currently matching 25% of the first $1,000 of each employee's annual
contribution. Company contributions are voluntary and may be terminated
or amended at any time. Effective January 1, 1999, the pretax employee
contribution limitation will be raised to 20% of eligible compensation
and the Company will match 100% of the first 3% of a participant's
compensation contributed to the Plan and 50% of the next 2%. The matches
will be in Pool Energy Services Co. stock.
VESTING - Participants are 100% vested in the balance resulting from
their employee contributions and resultant net earnings or loss. Vesting
in the employer-matching contribution account is based on a participant's
total years of service as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE VESTING PERCENTAGE
<S> <C>
1 0
2 25
3 50
4 75
5 or more 100
</TABLE>
Effective January 1, 1999 participants will become fully vested in the
employer-matching contribution account.
WITHDRAWALS - Withdrawals prior to the age of 65 are allowed only at the
termination of employment, on a hardship basis subject to Internal
Revenue Service regulations, or for the purpose of a participant loan.
FORFEITURES - At December 31, 1998, unallocated forfeitures of $52,357
were held in various funds and are available to reduce future employer
contributions.
TERMINATION OF THE PLAN - The Company may discontinue contributions or
amend or terminate the Plan at any time subject to provisions set forth
in ERISA. If the Plan is terminated, participants will become fully
vested in Company contributions and resultant net earnings or loss and
distributions will be made to participants and beneficiaries in
proportion to their account balances after payment of expenses properly
chargeable to the Trust.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan have been
prepared using the accrual basis of accounting.
INVESTMENTS - Investments for all funds except for the Stable Value Fund
are stated at fair value as determined by reference to published market
quotations. At December 31, 1998 and 1997, the guaranteed investment
contracts held by the Plan in the Stable Value Fund were valued at
contract value as determined by the Trustee pursuant to the provisions of
Statement of Position 94-4, "Reporting of
-9-
<PAGE> 10
Investment Contracts Held by Health and Welfare Plans and Defined
Contribution Pension Plans" ("SOP 94-4"). According to the provisions of
SOP 94-4, the contracts for this plan have been deemed to be benefit
responsive. As such, the contracts are presented at contract value on the
statement of net assets available for benefits. During and at the year
ended December 31, 1998 and 1997, contract value approximated fair value.
Although the contract issuers guarantee the payment of interest and
repayment of principal, the Plan does not guarantee that the issuers will
fulfill their obligations since such a condition depends solely on the
credit worthiness of the issuers. The average yield of the contracts
within the Stable Value Fund for both of the years ended December 31, 1998
and 1997 was approximately 6.2%.
The investment options are as follows:
Stable Value Fund - This fund primarily invests in Guaranteed
Investment Contracts (GICs), Bank Investment Contracts (BICs) and
Synthetic Investment Contracts (SICs). GICs are issued by highly
rated insurance companies, BICs are issued by banks while SICs are
issued by insurance companies, banks and other issuers.
New Income Fund - This fund invests in high quality U.S. Treasury
and other U.S. government securities, corporate bonds, and mortgage
backed securities.
Equity Income Fund - This fund invests in common stocks of
established companies primarily for their substantial dividend
income and, secondarily, their long-term capital appreciation.
Capital Appreciation Fund - This fund invests in common stocks,
convertible securities, bonds, and money market instruments
believed to have the potential for long-term growth while reducing
the fund's exposure to market declines.
New America Growth Fund - This fund invests in stocks of
established and emerging companies expected to have superior
earning growth, and which operate primarily in the service sector.
Pool Energy Services Co. Common Stock Fund - This fund invests in
common stocks of Pool Energy Services Co.
Prime Reserve Fund - This fund invests primarily in U.S. government
securities, commercial paper and bank notes for the preservation of
principal investment. The fund is temporarily established to hold
the funds of certain participants which were rolled into the Plan
pending reallocation into other funds. No other contributions are
allowed.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
these estimates.
-10-
<PAGE> 11
3. INVESTMENTS
Individual investments that exceeded 5% of net assets available for
benefits as of December 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
T. Rowe Price*:
Stable Value Fund $ 7,225,958 $5,564,477
New Income Fund 1,576,142
Equity Income Mutual Fund 8,086,880 7,464,987
Capital Appreciation Mutual Fund 3,544,742 2,914,070
New America Growth Mutual Fund 6,583,685 5,292,335
Prime Reserve Fund 4,601,102 1,923,827
Pool Energy Services Co. Common Stock* 2,664,741 2,165,233
Participant Loans* 2,007,418
</TABLE>
* Party-in-interest
4. NET APPRECIATION (DEPRECIATION) OF INVESTMENTS
Net appreciation (depreciation) of investments consisted of the
following:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Proceeds from sale of Pool Energy Services Co. ("PESCO")
common stock $ 1,966,875 $ 1,067,643
Carrying value of PESCO common stock at time of sale 2,152,453 809,410
----------- -----------
Realized gain (loss) on sale of PESCO common stock (185,578) 258,233
Unrealized appreciation (depreciation) of PESCO common stock (575,088) 213,923
Net investment gain from registered investment companies
(T. Rowe Price) 70,468 1,608,349
----------- -----------
Total $ (690,198) $ 2,080,505
=========== ===========
</TABLE>
5. FEDERAL INCOME TAXES
The Plan obtained a favorable determination letter from the Internal
Revenue Service in 1992 stating that the Plan qualifies under Section
401(a) of the Code. Accordingly, earnings of the Plan are exempt from
federal income taxes, and employees' contributions to the Plan are a
reduction of the Company's income for federal income tax purposes,
subject to applicable limitations. The Plan has been amended since
receiving the determination letter. However, the plan administrator
believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Code.
-11-
<PAGE> 12
6. ADMINISTRATIVE EXPENSES
The Company may pay all expenses incurred in the administration of the
Plan, including expenses and fees of the Trustee, but is not required to
do so. Any such expenses not paid by the Company shall be paid by the
Plan. The Company incurred administrative expenses of $81,492 and $53,336
in 1998 and 1997, respectively.
7. PARTIES-IN-INTEREST
Both the Company and the Trustee are parties-in-interest to the Plan as
defined in Section 406 of ERISA.
8. SUBSEQUENT EVENT
On January 10, 1999, the Company entered into a definitive agreement and
plan of merger (the "Merger Agreement") between the Company, Nabors
Industries, Inc. ("Nabors") and Starry Acquisition Corp., a Texas
corporation and a wholly owned subsidiary of Nabors ("Merger Sub"). The
Merger Agreement provides, subject to certain conditions set forth
therein, that Merger Sub will be merged (the "Merger") with and into the
Company, with the Company continuing as the surviving corporation and a
wholly owned subsidiary of Nabors. At the effective time of the Merger,
each share of common stock, without par value, of the Company (the "Pool
Common Stock") issued and outstanding (excluding any treasury shares held
by the Company and shares held by Nabors or any of its subsidiaries),
including the associated common stock purchase rights, if any,
outstanding at the effective time of the Merger, will be converted into
the right to receive 1.025 shares of common stock, par value $.10 per
share, of Nabors (the "Nabors Common Stock"). The closing of the Merger
is subject to certain conditions, including, among other things, the
approval of the holders of at least two-thirds of the Pool Common Stock,
the registration with the Securities and Exchange Commission of the
shares of Nabors Common Stock to be issued in connection with the Merger
and the expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Merger is expected to close in the third quarter of 1999.
******
-12-
<PAGE> 13
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT,
DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF ORIGINAL FAIR
DESCRIPTION OF ASSET SHARES/UNITS COST VALUE
<S> <C> <C> <C>
T. Rowe Price*:
Stable Value Fund 7,225,958 $ 7,225,958 $ 7,225,958
New Income Mutual Fund 178,904 1,601,414 1,576,142
Equity Income Mutual Fund 307,252 7,028,481 8,086,880
Capital Appreciation Mutual Fund 268,135 3,858,101 3,544,742
New America Growth Mutual Fund 137,763 5,375,229 6,583,685
Prime Reserve Fund 4,601,102 4,601,102 4,601,102
Pool Energy Services Co. Common Stock* 245,646 3,134,983 2,664,741
Participant Loans* 2,007,418 2,007,418
------------ -----------
TOTAL $ 34,832,686 $36,290,668
============ ===========
</TABLE>
*Party-in-interest
-13-
<PAGE> 14
POOL COMPANY 401(k) SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PURCHASES SALES
------------------------ ------------------------------------------------
NUMBER NUMBER
OF SHARES COST OF SHARES PROCEEDS ORIGINAL GAIN
OR UNITS (1) (2) OR UNITS (1) (3) COST (LOSS)
<S> <C> <C> <C> <C> <C> <C>
I. SINGLE TRANSACTION
T. Rowe Price* -
Prime Reserve Fund 4,601,102 4,601,102
II. SERIES OF TRANSACTIONS IN THE
SAME SECURITY
T. Rowe Price*:
Stable Value Fund 4,152,057 4,152,057 2,490,576 $2,490,576 $2,490,576
New Income Mutual Fund 114,191 1,025,771 46,868 421,329 420,284 $ 1,045
Equity Income Mutual Fund 129,512 3,487,124 108,604 2,878,470 2,524,629 353,841
Capital Appreciation Mutual Fund 131,170 1,916,021 61,136 928,047 893,316 34,731
New America Growth Mutual Fund 60,712 2,799,279 42,712 1,962,799 1,752,706 210,093
Prime Reserve Fund 4,601,102 4,601,102 1,790,849 1,790,849 1,790,849
Pool Energy Services Co. Common Stock* 300,493 3,227,056 152,108 1,966,875 1,689,968 276,907
</TABLE>
The above transactions represent those defined as reportable transactions by
Section 2520.103-6 of the Annual Reporting Requirements of the Employee
Retirement Income Security Act of 1974. Five percent of the fair market value
of the Plan's assets at January 1, 1998 was used to determine those
transactions requiring disclosure.
(1) These amounts were equal to the current value of the assets on the
transaction date.
(2) Cost of purchases includes expenses incurred on transactions (e.g.,
commissions and transfer fees).
(3) Proceeds are net of expenses incurred on transactions.
*Party-in-interest
-14-
<PAGE> 15
EXHIBITS
ITEM
23.1 WRITTEN CONSENT OF DELOITTE & TOUCHE LLP DATED JUNE 25, 1999
SIGNATURES
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF 1934, THE PLAN ADMINISTRATOR HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
POOL COMPANY 401(k) SAVINGS PLAN
(NAME OF PLAN)
DATE: JUNE 25, 1999 BY: /s/ E.J. Spillard
----------------------------------
E.J. SPILLARD
SENIOR VICE PRESIDENT, FINANCE FOR
POOL COMPANY, PLAN ADMINISTRATOR
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
ITEM
- ----
<S> <C>
23.1 WRITTEN CONSENT OF DELOITTE & TOUCHE LLP DATED JUNE 25, 1999
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-42194 of Pool Energy Services Co. on Form S-8 of our report dated June 4,
1999, appearing in this Annual Report on Form 11-K of the Pool Company 401(k)
Savings Plan for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
- -------------------------
Houston, Texas
June 25, 1999
