SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 1998 or
Transaction report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 Commission File Number 0-16032
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2379388
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1105 Peters Road
Harvey, Louisiana 70058
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: (504) 362-4321
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
Revenues for year ended December 31, 1998 were $91,334,000
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 15, 1999 based on the closing price on Nasdaq National
Market on that date was $74,136,000.
The number of shares of the Registrant's common stock outstanding at March 15,
1999 was 28,792,523.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one): Yes No X
Superior Energy Services, Inc. ("Superior" or the "Company") hereby
amends and supplements the following items of Part III of its Annual Report
on Form 10-KSB for the year ended December 31, 1998 to read in their
entirety as follows:
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
The following tables set forth certain information, as of April 15,
1999, with respect to the current directors and executive officers of the
Company. The one-year term of each director will expire at the Company's
1999 annual meeting of stockholders. Unless otherwise indicated, the
person has been engaged in the principal occupation shown for the past five
years.
<TABLE>
<CAPTION>
NAME AND AGE POSITION
- ----------------------- -----------------------------------------------
<S> <C>
Terence E. Hall, 53 Chairman of the Board, Chief Executive Officer,
President and Director
James E. Ravannack, 38 Director and Vice President
Richard J. Lazes, 50 Director and President of Oil Stop, Inc.
Bradford Small, 36 Director
Justin L. Sullivan, 59 Director
Robert S. Taylor, 45 Chief Financial Officer
</TABLE>
__________________
Terence E. Hall has served as the Chairman of the Board, Chief
Executive Officer and President of Superior since December 1995. Since
1989 he has also served as President and Chief Executive Officer of the
following wholly-owned subsidiaries of Superior: Superior Well Service,
Inc. ("Superior Well") and Connection Technology, Ltd.
James E. Ravannack has served as a Director and Vice President of
Superior since December 1995. Since 1989 he also has served as Vice
President - Sales of Superior Well.
Richard J. Lazes has served as a Director of Superior since December
1995. In May 1990, Mr. Lazes founded Oil Stop, Inc. ("Oil Stop"), which
was acquired by Superior in December 1995, and has served as its President
since 1990.
Bradford Small has served as a Director of Superior since December
1993. From January 1991 until May 1995 he served as minister of Western
Hills Church of Christ in Amarillo, Texas. From May 1995 to May 1996 he
served as minister of Highlands Church of Christ in Lakeland, Florida.
From May 1996 to the present, Mr. Small has served as minister of Amarillo
South Church of Christ in Amarillo, Texas.
Justin L. Sullivan has served as a Director of Superior since December
1995. Mr. Sullivan has been a business consultant to various companies
since May 1993. From October 1992 to May 1993, Mr. Sullivan served as
President of Plywood Panels, Inc., a manufacturer and distributor of
plywood paneling and related wood products. From 1967 to September 1992,
he served as Vice President, Treasurer and Director of Plywood Panels, Inc.
and its predecessor entities.
Robert S. Taylor has served as Superior's Chief Financial Officer
since January 1996. From May 1994 to January 1996, he served as Chief
Financial Officer of Kenneth Gordon (New Orleans), Ltd. From November 1989
to May 1994 he served as Chief Financial Officer of Plywood Panels, Inc., a
manufacturer and distributor of plywood paneling and related wood products.
Prior thereto, Mr. Taylor served as controller for Plywood Panels, Inc. and
Corporate Accounting Manager of D. H. Holmes Company, Ltd.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires Superior's directors, executive officers and 10%
stockholders to file with the Securities and Exchange Commission reports of
ownership and changes in ownership of equity securities of Superior.
Superior believes that during 1998 its directors and executive officers
complied with all these filing requirements except for one transaction by
Mr. Taylor that was inadvertently omitted and later reported relating
to options granted to him by Superior. In addition, Mr. Hall inadvertently
omitted and later reported gifts of common stock made by him.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY OF EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31,
1998, 1997 and 1996, the compensation of Superior's chief executive
officer, Superior's other executive officer and the three other most
highly compensated officers of Superior who were serving in such capacities
at the year-end 1998. The persons named in the table are referred to in
this report as the "Named Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Securities
Annual Compensation Underlying
Name and ------------------------- Options/ All Other
Principal Position Year Salary Bonus SARs Compensation(1)
-------------------- ------ ---------- --------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Terence E. Hall 1998 $ 346,570 $ 302,202 0 $ 3,939
Chairman, Chief 1997 316,669 392,470 0 4,843
Executive Officer 1996 300,264 137,500 0 3,419
and President
James E. Ravannack 1998 140,406 133,970 0 3,939
Vice President 1997 127,749 173,987 0 4,355
1996 120,182 60,950 0 2,847
Kenneth Blanchard 1998 139,753 133,970 75,000 3,939
Vice President 1997 127,749 173,987 25,000 4,355
1996 120,129 60,950 17,500 2,848
Charles Funderburg(2) 1998 140,421 133,970 75,000 3,939
Vice President 1997 127,650 173,987 45,000 3,939
1996 109,524 60,960 20,000 2,818
Robert S. Taylor(3) 1998 125,493 77,000 60,000 3,939
Chief Financial 1997 107,104 100,000 25,000 3,539
Officer 1996 82,262 25,000 25,000 3,654
</TABLE>
________________
(1) Comprised of Superior's matching contributions to the 401(k) Plan and
hospitalization insurance.
(2) Charles Funderburg became Vice President in May 1996.
(3) Robert S. Taylor became Chief Financial Officer in January 1996.
______________________________________
EXECUTIVE EMPLOYMENT AGREEMENTS
Superior entered into employment agreements in December 1995 with each
of Terence E. Hall, James E. Ravannack, Kenneth Blanchard and Charles
Funderburg (the "Officers"), providing for minimum annual salaries of
$300,000, $120,000, $120,000 and $120,000, respectively, with 5% increases
over and above the preceding year's salary during the term of the
agreement. Under the employment agreements, Messrs. Hall, Ravannack and
Blanchard were granted ten-year options to purchase 44,000, 44,000 and
18,000 shares of Superior Common Stock, respectively, at $2.53 per share.
Under the agreements, the Officers are provided with benefits under any
employee benefit plan maintained by Superior for its employees generally,
or for its executives and key management employees in particular, on the
same terms as are applicable to other senior executives of Superior.
In addition to salary and benefits, each of Messrs. Hall, Ravannack
and Blanchard receive an annual bonus calculated as a percentage of
Superior's year-end pre-tax, pre-bonus annual income ("Superior's Income")
and Mr. Funderburg receives an annual bonus calculated as a percentage of
one of Superior's subsidiaries', Superior Well Service, Inc.'s year-end
pre-tax, pre-bonus annual income ("Superior Well's Income"). Mr. Hall's
bonus is an amount equal to 1% of Superior's Income if Superior's Income is
greater than $1.8 million but less than or equal to $2.0 million, 2% of
Superior's Income if Superior's Income is greater than $2.0 million but
less than or equal to $2.25 million, or 3% of Superior's Income if
Superior's Income is greater than $2.25 million. The bonus for each of
Messrs. Ravannack and Blanchard is an amount equal to .443% of Superior's
Income if Superior's Income is greater than $1.8 million but less than or
equal to $2.0 million, .886% of Superior's Income if Superior's Income is
greater than $2.0 million but less than or equal to $2.25 million, or 1.33%
of Superior's Income if Superior's Income is greater than $2.25 million.
Mr. Funderburg's bonus is an amount equal to .443% of Superior Well's
Income that is greater than $1.8 million but less than or equal to $2.0
million, .886% of Superior Well's Income that is greater than $2.0 million
but less than or equal to $2.25 million, and 1.33%% of Superior Well's
Income that is greater than $2.25 million.
The terms of the employment agreements, except for Mr. Hall's and Mr.
Funderburg's agreements, continued until December 13, 1998. The term of
Mr. Hall's employment agreement will continue until December 13, 2000
unless earlier terminated as described below. The term of Mr. Hall's
agreement will automatically be extended for one additional year unless
Superior gives at least 90 days' prior notice that it does not wish to
extend the term. The term of Mr. Funderburg's employment agreement will
continue until April 30, 1999.
Each employment agreement provides for the termination of the
Officer's employment: (i) upon the Officer's death; (ii) by Superior or the
Executive upon the Officer's disability; (iii) by Superior for cause, which
includes willful and continued failure substantially to perform the
Officer's duties, or willful engaging in misconduct that is materially
injurious to Superior, provided, however, that prior to termination, the
Board of Directors must find that the Officer was guilty of such conduct;
or (iv) by the Officer for good reason, which includes a failure by
Superior to comply with any material provision of the agreement that has
not been cured after ten days' notice. For a period of two years after any
termination, the Officer will be prohibited from competing with Superior.
Upon termination due to death or disability, Superior will pay the
Officer all compensation owing through the date of termination and a
benefit in an amount equal to nine-month's salary. Upon termination by
Superior for cause or upon termination by the Officer for other than good
reason, the Officer will be entitled to all compensation owing through the
date of termination. Upon termination by the Officer for good reason, the
Officer will be entitled to all compensation owing through the date of
termination plus his current compensation and the highest annual amount
payable to the Officer under Superior's compensation plans multiplied by
the greater of two or the number of years remaining in the term of the
Officer's employment under the agreement. In addition, if the termination
arises out of a breach by Superior, Superior will pay all other damages to
which the Officer may be entitled as a result of such breach.
1998 STOCK OPTION AND STOCK APPRECIATION RIGHT GRANTS
The following table contains information concerning the grant of
options and stock appreciation rights ("SARs") granted to the Named
Officers during 1998.
<TABLE>
<CAPTION>
Percent of Total
No. of Shares Options/SARS
Underlying Granted to
Options/SARS Employees Exercise or Expiration
NAME Granted in 1998 Base Price Date
- -------------------- ---------------- ----------------- ------------- ------------
<S> <C> <C> <C> <C>
Terence E. Hall........... -- -- -- --
James E. Ravannack........ -- -- -- --
Kenneth Blanchard......... 25,000(1) 5 % $ 7.56 1/27/08
50,000(1) 10 9.25 9/30/08
Charles Funderburg........ 25,000(1) 5 7.56 1/27/08
50,000(1) 10 9.25 9/30/08
Robert S. Taylor.......... 35,000(1) 7 7.56 1/27/08
25,000(1) 5 9.25 9/30/08
</TABLE>
________________
(1) All options are immediately exercisable.
______________________________________
AGGREGATE OPTION EXERCISES DURING 1998 AND OPTION VALUES AT FISCAL YEAR END
The following table contains information concerning the
aggregate option exercises made by the Named Officers during
1998 and the value of outstanding options held by the Named
Officers as of December 31, 1998.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Year End (#) Year End ($)(1)
Shares ----------------- -----------------
Acquired Value Exercisable/ Exercisable/
on Exercise(#) Realized Unexercisable Unexercisable
---------------- ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Terence E. Hall.................. -- -- 44,000/0 $ 13,807/0
James E. Ravannack............... -- -- 44,000/0 13,807/0
Kenneth Blanchard................ -- -- 135,500/0 10,615/0
Charles Funderburg............... 20,000 $ 172,447 120,000/0 0/0
Robert S. Taylor................. -- -- 110,000/0 8,595/0
</TABLE>
__________________
(1) Based on the difference between the closing sale price of Superior
Common Stock of $2.8438 on December 31, 1998, as reported by the
Nasdaq National Market and the exercise price of such options.
______________________________________
DIRECTOR COMPENSATION
Each director who is not an employee is paid a director's
fee of $250 for each Board and committee meeting attended.
Directors are also reimbursed for reasonable expenses incurred
in attending such meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates the beneficial ownership,
determined in accordance with Rule 13d-3 under the Exchange
Act, as of April 15, 1999, of Superior Common Stock for each
director, each Named Officer disclosed under the "Summary
Compensation Table," each person known by Superior to own more
than 5% of the outstanding shares of Superior Common Stock, and
for all directors and officers of Superior as a group. Except
as otherwise indicated below, all shares indicated as
beneficially owned are held with sole voting and investment
power.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE
BENEFICIAL OWNER OF BENEFICIAL OWNER PERCENT OF CLASS
- ------------------- ------------------- ----------------
<S> <C> <C>
FMR Corp. 1,542,900(1) 5.4%
82 Devonshire Street
Boston, Massachusetts 02109
Terence E. Hall 1,588,515(2) 5.5%
Ernest J. Yancey, Jr. 1,618,265(2)(3) 5.6%
131 LaLanne Road
Madisonville, Louisiana 70447
James E. Ravannack 1,624,515(2) 5.6%
Richard J. Lazes 1,289,205 4.5%
Kenneth Blanchard 210,500(4) *
Charles Funderburg 149,000(5) *
Robert S. Taylor 115,000(6) *
Bradford Small 17,143(7) *
Justin L. Sullivan 10,000 *
All directors, executive officers 5,003,878(8) 17.1%
as a group
</TABLE>
__________________
* Less than 1%.
(1) Based on a Schedule 13G, dated February 1, 1999, filed
with the Securities and Exchange Commission. In its
Schedule 13G, FMR Corp. reported that, through its
subsidiary, Fidelity Management & Research Company, sole
dispositive power with respect to all 1,542,900 shares as
a result of acting as investment advisor to various
investment companies registered under Section 8 of the
Investment Company Act of 1940. FMR Corp. does not have
the power to vote the shares.
(2) Includes 44,000 shares of Superior Common Stock that may
be acquired upon the exercise of presently exercisable
options.
(3) Includes 24,000 shares of Superior Common Stock held by
Mr. Yancey's children, of which Mr. Yancey is deemed to be
the beneficial owner, and 1,402,265 held by a limited
liability company controlled by Mr. Yancey.
(4) Includes 135,500 shares of Superior Common Stock that may
be acquired upon the exercise of presently exercisable
options and 48,000 shares held by Mr. Blanchard's
children, of which Mr. Blanchard is deemed to be the
beneficial owner.
(5) Includes 120,000 shares of Superior Common Stock that may
be acquired upon the exercise of presently exercisable
options. Also includes 8,000 shares held by Mr.
Funderburg's children, of which Mr. Funderburg is deemed
to be the beneficial owner.
(6) Includes 110,000 shares of Superior Common Stock that may
be acquired upon the exercise of presently exercisable
options.
(7) Does not include 41,926 shares of Superior Common Stock
held in a trust for the benefit of Mr. Small and his
siblings, of which a third party is the sole voting
trustee.
(8) Includes 453,500 shares of Superior Common Stock that may
be acquired upon the exercise of presently exercisable
options.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1996, Superior terminated an employment agreement
with Kenneth Boothe, who was a director of Superior at that
time, and in settlement of the employment agreement, Superior
entered into a consulting agreement pursuant to which Superior
paid Mr. Boothe $60,000 in 1996 and 1997 agreed to pay him
$60,000 in 1998. In 1998, the consulting agreement was
terminated and in lieu of these payments, Superior paid Mr.
Boothe $60,000 and assigned to Mr. Boothe a note receivable
that Superior had fully reserved in prior years.
Superior paid Justin Sullivan, a director, financial
consulting fees of $10,000 and $13,000 in 1998 and 1997,
respectively.
Superior paid Richard Lazes, a director and employee,
approximately $69,000 and $70,000 in 1998 and 1997,
respectively, as rent for the headquarters and operating
facility used by Superior's wholly-owned subsidiary, Oil Stop.
Superior is obligated to make rent payments for these
facilities to Mr. Lazes in the amount of $46,000 in 1999 and
$24,000 in 2000.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized on April 29, 1999.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Robert S. Taylor
--------------------------
Robert S. Taylor
Chief Financial Officer
