As filed with the Securities and Exchange Commission on September 10, 1999.
Registration No. 333-86579
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1105 PETERS ROAD 75-2379388
(State or other HARVEY, LOUISIANA 70058 (I.R.S. Employer
jurisdiction of (504) 362-4321 Identification Number)
incorporation Address, including zip
or organization) code, and telephone number,
including area code, of
registrant's principal
executive offices)
ROBERT S. TAYLOR COPY TO:
CHIEF FINANCIAL OFFICER LISA MANGET BUCHANAN
SUPERIOR ENERGY SERVICES, INC. JONES, WALKER, WAECHTER, POITEVENT,
1105 PETERS ROAD CARRERE & DENEGRE, L.L.P.
HARVEY, LOUISIANA 70058 51ST FLOOR
(504) 362-4321 201 ST. CHARLES AVENUE
(Names, address, including zip code, and NEW ORLEANS, LOUISIANA 70170-5100
telephone number, including area code, of (504) 582-8000
agent for service) FAX (594) 582-8012
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration
statement
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ________
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE
CLASS OF SECURITIES TO BE PRICE PER OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value per share 12,246,303 shares $6.25 $76,539,394 $21,278(3)
</TABLE>
(1) Also registered hereby are such additional and indeterminable number of
shares as may become issuable due to adjustments for changes resulting
from stock dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low prices per share of the Common Stock as
reported on the Nasdaq National Market on August 31, 1999.
(3) $21,257 of the fee was previously paid, thus $21 is due with this filing.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
Subject to completion, dated September 10, 1999
PROSPECTUS
SUPERIOR ENERGY SERVICES, INC.
This prospectus relates to 12,246,303 shares of our common stock
that may be offered from time to time by the selling stockholders
listed under the heading "Selling Stockholders."
We are registering these shares to provide the selling stockholders
with freely transferable securities, but this registration does not
necessarily mean that the selling stockholders will offer or sell the
shares. We will not receive any proceeds from the sale of the shares sold
pursuant to this prospectus.
Our common stock is traded on the Nasdaq National Market under the
symbol "SESI." On August 31, 1999, the last reported sale price of our
common stock on the Nasdaq National Market was $6.25 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR INFORMATION THAT YOU SHOULD
CONSIDER BEFORE PURCHASING THE SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER ____, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy that information at the
public reference room of the SEC at 450 Fifth Street, NW, Washington, D.C.
20549. You may call the SEC at 1-800-SEC-0330 for more information about the
public reference room. The SEC also maintains an Internet site that contains
reports, proxy and information statements and other information regarding
registrants, like us, that file reports with the SEC electronically. The SEC's
Internet address is http://www.sec.gov.
We have filed a registration statement and related exhibits with the SEC
to register the common stock offered by this prospectus. The registration
statement contains additional information about us and our securities. You may
inspect the registration statement and exhibits without charge at the SEC's
public reference room, and you may obtain copies from the SEC at prescribed
rates.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to documents on file with the SEC. The information incorporated by
reference is considered to be a part of this prospectus. Certain information
that we file later with the SEC will automatically update and supersede this
information.
We incorporate by reference the following documents that we have filed
with the SEC pursuant to the Securities Exchange Act of 1934:
* Our annual report on Form 10-KSB for the fiscal year ended December 31,
1998 (filed April 1, 1999), as amended by Form 10-KSB/A (filed April 29,
1999);
* Our quarterly reports on Form 10-Q for the fiscal quarters ended March
31, 1999 (filed May 17, 1999), as amended by Form 10-Q/A (filed June 18,
1999) and June 30, 1999 (filed August 16, 1999);
* Our current reports on Form 8-K filed with the SEC on January 7, 1999,
April 26, 1999, July 7, 1999 and July 30, 1999;
* Our definitive proxy statement dated June 18, 1999;
* The description of our common stock set forth in our registration
statement on Form 8-A/A filed October 29, 1997; and
* All documents filed by us with the SEC pursuant to Sections 13(a), 14
or 15(d) of the Securities and Exchange Act after the date of this
prospectus and prior to the termination of this offering.
At your request, we will provide you with a free copy of any of these
filings (except for exhibits, unless the exhibits are specifically incorporated
by reference into the filing). You may request copies by writing or
telephoning us at:
Superior Energy Services, Inc.
1105 Peters Road
Harvey, Louisiana 70058
Attn: Investor Relations
(504) 362-4321
YOU SHOULD RELY ONLY ON INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN
THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH
DIFFERENT INFORMATION.
NOTICE REGARDING FORWARD-LOOKING STATEMENT
Some of the statements in this prospectus and in some of the documents
that we incorporate by reference in this prospectus are forward-looking
statements about our expectations of what may happen in the future. Statements
that are not historical facts are forward-looking statements. These statements
are based on the beliefs and assumptions of our management and on information
currently available to us. Forward-looking statements can sometimes be
identified by our use of forward-looking words like "anticipate," "believe,"
"estimate," "expect," "intend," "may," "plan" and similar expressions.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. Our future results and
stockholder value may differ significantly from those expressed in or implied
by the forward-looking statements contained in this prospectus and in the
information incorporated in this prospectus. Many of the factors that will
determine these results and values are beyond our ability to control or
predict. We caution you that a number of important factors could cause actual
results to be very different from and worse than our expectations expressed in
or implied by any forward-looking statement. These factors include, but are
not limited to, those discussed in "Risk Factors" beginning on page 4.
Management believes these forward-looking statements are reasonable.
However, you should not place undue reliance on these forward-looking
statements, which are based only on our current expectations. Forward-looking
statements speak only as of the date they are made, and we undertake no
obligation to publicly update any of them in light of new information or future
events.
<PAGE>
RISK FACTORS
In evaluating a potential investment in the shares offered by this
prospectus, you should consider carefully the following risk factors as well as
the other information contained and incorporated by reference in this
prospectus.
INDUSTRY VOLATILITY -- WE ARE SUBJECT TO THE CYCLICAL INFLUENCES OF THE OIL AND
GAS INDUSTRY AND ARE HIGHLY SENSITIVE TO GENERAL ECONOMIC CONDITIONS.
Our business depends in large part on the conditions of the oil and gas
industry, and specifically on the willingness of our customers to make
expenditures. Purchases of the products and services we provide are, to a
substantial extent, deferrable in the event oil and gas companies reduce
capital expenditures. As a result, the cyclical nature of the oil and gas
industry and general economic conditions have a significant effect on the
demand for our oil field services and our revenues and profitability.
The demand for our products and services primarily depends on oil and gas
exploration, production and development activity in the Gulf of Mexico and
along the Gulf Coast. The level of oil field activity is affected in turn by
the willingness of oil and gas companies to make expenditures for the
exploration, production and development of oil and natural gas. The levels of
such capital expenditures are influenced by:
* oil and gas prices;
* the cost of exploring for, producing and delivering oil and gas;
* the sale and expiration dates of leases in the United States;
* the discovery rate of new oil and gas reserves;
* local and international political and economic conditions; and
* the ability of oil and gas companies to generate capital.
Although the production and development sectors of the oil and gas
industry are less immediately affected by changing prices, and, as a result,
less volatile than the exploration sector, producers generally react to
declining oil and gas prices by reducing expenditures. This has in the past,
and may in the future, adversely affected our business. We are unable to
predict future oil and gas prices or the level of oil and gas industry
activity. A prolonged low level of activity in the oil and gas industry will
adversely affect the demand for our products and services and our financial
condition and results of operations.
RAPID GROWTH -- OUR INABILITY TO MANAGE THE POTENTIAL DIFFICULTIES ASSOCIATED
WITH EXPANSION COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.
We have grown rapidly over the last several years through internal growth
and acquisitions of other companies. It will be important for our future
success to manage the rapid growth that we have experienced, and this will
demand increased responsibility for management personnel. The following
factors could present difficulties to us:
* the lack of sufficient executive-level personnel;
* the increased administrative burdens; and
* the increased logistical problems of large, expansive operations.
If we do not manage these potential difficulties successfully, they could
have a material adverse effect on our financial condition and results of
operations. The historical financial information incorporated by reference
into this prospectus is not necessarily indicative of the results that would
have been achieved had we been operated on a fully integrated basis or the
results that may be realized in the future.
ACQUISITION STRATEGY -- OUR INABILITY TO CONTROL THE INHERENT RISKS OF
ACQUIRING BUSINESSES COULD ADVERSELY AFFECT OUR OPERATIONS.
Acquisitions have been and may continue to be a key element of our
business strategy. We cannot assure you that we will be able to identify and
acquire acceptable acquisition candidates on terms favorable to us in the
future. We may be required to incur substantial indebtedness to finance future
acquisitions and also may issue equity securities in connection with such
acquisitions. Such additional debt service requirements may impose a
significant burden on our results of operations and financial condition. The
issuance of additional equity securities could result in significant dilution
to our stockholders. We cannot assure you that we will be able to successfully
consolidate the operations and assets of any acquired business with our own
business. In addition, our management may not be able to effectively manage
our increased size or operate a new line of business. Any inability on our
part to consolidate and manage an acquired business could have a material
adverse effect on our results of operations and financial condition.
WEATHER CONDITIONS -- SEASONALITY AND ADVERSE WEATHER CONDITIONS IN THE REGIONS
IN WHICH WE OPERATE MAY ADVERSELY AFFECT OUR OPERATIONS.
Our operations are directly affected by the weather conditions in the Gulf
of Mexico. Due to seasonal differences in weather patterns, we may operate
more days in the spring, summer and fall periods and less in the winter months.
The seasonality of oil and gas industry activity in the Gulf Coast region also
affects our operations and sales of equipment. Due to exposure to weather, we
generally experience higher drilling activity in the spring, summer and fall
months with the lowest activity in winter months. The rainy weather,
hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf
Coast throughout the year may also affect our operations. Accordingly, our
operating results may vary from quarter to quarter, depending on factors
outside of our control. As a result, full year results are not likely to be a
direct multiple of any particular quarter or combination of quarters.
CUSTOMERS -- WE DEPEND ON SIGNIFICANT CUSTOMERS.
We derive a significant amount of our revenue from a small number of major
and independent oil and gas companies. Our inability to continue to perform
services for a number of our large existing customers, if not offset by sales
to new or other existing customers, could have a material adverse effect on our
business and operations.
COMPETITION -- THE HIGH LEVEL OF COMPETITION IN OUR INDUSTRY MAY ADVERSELY
AFFECT OUR OPERATING RESULTS.
We compete in highly competitive areas of the oil field services industry.
The products and services of each of our principal industry segments are sold
in highly competitive markets, and our revenues and earnings may be affected by
the following factors:
* changes in competitive prices;
* fluctuations in the level of activity and major markets;
* general economic conditions; and
* governmental regulation.
We compete with the oil and gas industry's largest integrated oil field
services providers. We believe that the principal competitive factors in the
market areas that we serve are product and service quality and availability,
technical proficiency and price.
Our operations may be adversely affected if our current competitors or new
market entrants introduce new products or services with better features,
performance, prices or other characteristics than our products and services.
Competitive pressures or other factors also may result in significant price
competition that could have a material adverse effect on our results of
operations and financial condition. Furthermore, competition among oil field
service and equipment providers is also based on a provider's reputation for
safety and quality. Although we believe that our reputation for safety and
quality service is good, we cannot assure you that we will be able to maintain
our competitive position.
Competition in the industry also affects our charter operations. Charter
rates for liftboats depend on the supply of vessels. The addition of new
capacity to the offshore liftboat fleet in the Gulf of Mexico could increase
competition, which, in turn, could have a material adverse effect on our
financial condition and results of operations.
OPERATING HAZARDS -- THE DANGERS INHERENT IN OUR OPERATIONS AND THE POTENTIAL
LIMITS ON INSURANCE COVERAGE FOR CERTAIN RISKS COULD EXPOSE US TO POTENTIALLY
SIGNIFICANT LIABILITY COSTS.
Our operations involve the use of heavy equipment and exposure to inherent
risks, including blowouts, explosions and fire. If any of these events were to
occur, this could result in liability for personal injury and property damage,
pollution or other environmental hazards or loss of production. In addition,
certain of our employees who perform services on offshore platforms and vessels
are covered by provisions of the Jones Act, the Death on the High Seas Act and
general maritime law. These laws make the liability limits established by
state workers' compensation laws inapplicable to these employees and instead
permit them or their representatives to pursue actions against us for damages
for job-related injuries. In such actions, there is generally no limitation on
our potential liability.
If our equipment were to fail, this could result in property damage,
personal injury, environmental pollution and other resulting damage for which
we could be liable. Litigation may arise from a catastrophic occurrence at a
location where our equipment and services are used. This could result in large
claims for damages. The frequency and severity of such incidents affect our
operating costs, insurability and relationships with customers, employees and
regulators. Any increase in the frequency or severity of such incidents, or
the general level of compensation awards with respect to such incidents, could
affect our ability to obtain projects from oil and gas companies or insurance.
This could have a material adverse effect on us. We maintain what we believe
is prudent insurance protection. We cannot assure you that we will be able to
maintain adequate insurance in the future at rates we consider reasonable or
that our insurance coverage will be adequate to cover future claims that may
arise.
In addition, our liftboats are subject to operating risks such as
catastrophic marine disaster, adverse weather conditions, mechanical failure,
collisions, oil and hazardous substance spills and navigation errors. The
occurrence of any of these events may result in damage to or loss of our
vessels or other property and injury to personnel. Such occurrences may also
result in a significant increase in operating costs or liability to third
parties. We maintain insurance coverage against certain of these risks, which
management considers to be customary in the industry. There can be no
assurance, however, that our existing insurance coverage can be renewed at
commercially reasonable rates or that such coverage will be adequate to cover
future claims that may arise.
GOVERNMENT REGULATION -- THE NATURE OF OUR INDUSTRY SUBJECTS US TO COMPLIANCE
WITH REGULATORY AND ENVIRONMENTAL LAWS, WHICH MAY AFFECT OUR OPERATIONS.
Our business is significantly affected by state and federal laws and other
regulations relating to the oil and gas industry and by changes in such laws
and the level of enforcement of such laws. We are unable to predict the level
of enforcement of existing laws and regulations, how such laws and regulations
may be interpreted by enforcement agencies or court rulings, or whether
additional laws and regulations will be adopted. We are also unable to predict
the effect that any such events may have on us, our business, or our financial
condition.
Federal and state laws that require owners of non-producing wells to plug
the well and remove all exposed piping and rigging before the well is
permanently abandoned significantly affect the demand for our plug and
abandonment services. A decrease in the level of enforcement of such laws and
regulations in the future would adversely affect the demand for our services
and products. Numerous state and federal laws and regulations also affect the
level of purchasing activity of oil spill containment equipment and
consequently our business. A decrease in the level of enforcement of state and
federal laws and regulations in the future may adversely affect the demand for
our products. In addition, we depend on the demand for our services from the
oil and gas industry. Such demand is affected by changing taxes, price controls
and other laws and regulations relating to the oil and gas industry generally.
The adoption of laws and regulations curtailing exploration and development
drilling for oil and gas in our areas of operations for economic, environmental
or other policy reasons would adversely affect our operations by limiting
demand for our services.
We also have potential environmental liabilities with respect to our
offshore and onshore operations. Certain environmental laws provide for joint
and several liabilities for remediation of spills and releases of hazardous
substances. These environmental statutes may impose liability without regard
to negligence or fault. In addition, we may be subject to claims alleging
personal injury or property damage as a result of alleged exposure to hazardous
substances. We believe that our present operations substantially comply with
applicable federal and state pollution control and environmental protection
laws and regulations. We also believe that compliance with such laws has had
no material adverse effect on our operations to date. However, such
environmental laws are changed frequently. Sanctions for noncompliance may
include revocation of permits, corrective action orders, administrative or
civil penalties and criminal prosecution. We are unable to predict whether
environmental laws will in the future materially adversely affect our
operations and financial condition.
WORK FORCE -- THE SHORTAGE OF SKILLED WORKERS MAY IMPAIR OUR GROWTH POTENTIAL
AND PROFITABILITY.
Our ability to remain productive and profitable will depend substantially
on our ability to attract and retain skilled workers. Our ability to expand
our operations may be in part impacted by our ability to increase our labor
force. Although in the past we have downsized our work force in response to
industry conditions, we cannot assure you that at times of high demand we will
be able to recruit and train workers. The demand for skilled workers in the
Gulf Coast region is high and the supply is limited. A significant increase in
the wages paid by competing employers could result in a reduction in our
skilled labor force, increases in the wage rates paid by us, or both. If
either of these events occurred, our capacity and profitability could be
diminished and our growth potential could be impaired.
<PAGE>
THE COMPANY
We provide a broad range of specialized oil field services and equipment
primarily to major and independent oil and gas companies engaged in the
exploration, production and development of oil and gas properties offshore in
the Gulf of Mexico and throughout the Gulf Coast region. These services and
equipment include the rental of specialized oil field equipment, electric and
mechanical wireline services, oil and gas well plug and abandonment services,
the rental of liftboats, coil tubing services, engineering services, the
manufacture, sale and rental of drilling instrumentation and the manufacture
and sale of oil spill containment equipment. Over the last several years, we
have significantly expanded our operations through both internal growth and
strategic acquisitions. This expansion has enabled us to broaden the range of
products and services that we offer to our customers and to expand our
operations geographically throughout the Gulf Coast region.
On July 15, 1999, we completed the acquisition by merger of Cardinal
Holding Corp. ("Cardinal"), thereby making Cardinal one of our wholly-owned
subsidiaries. Pursuant to the terms of the merger, the stockholders of
Cardinal received in the aggregate approximately 30,239,568 shares of our
common stock in exchange for Cardinal capital stock.
Superior is a Delaware corporation, and the mailing address of our
executive offices is 1105 Peters Road, Harvey, Louisiana 70058. Our telephone
number is (504) 362-4321.
USE OF PROCEEDS
We will not receive any proceeds from the sales of shares by the selling
stockholders.
SELLING STOCKHOLDERS
REGISTRATION RIGHTS AGREEMENT PARTIES
Under the terms of the Agreement and Plan of Merger executed in connection
with the Cardinal acquisition (the "Merger Agreement"), the following selling
stockholders acquired shares of our common stock in exchange for shares of
Cardinal capital stock. As a condition of the Merger Agreement, we entered
into a Registration Rights Agreement with the selling stockholders, in which we
agreed to register for resale the shares of common stock received by the
selling stockholders in the merger, subject to certain volume limitations.
The terms of the Registration Rights Agreement require that we file a
registration statement with regard to the shares of common stock received by
the selling stockholders in the merger within 90 days of the date of the
closing of the merger and keep the registration statement effective for two
years from the date of the closing of the merger. In addition, no selling
stockholder may sell pursuant to the registration statement a greater number of
shares of common stock than could be sold without registration under Rule
144(e) of the Securities Act of 1933. Under Rule 144(e), a selling stockholder
may not sell, in any three-month period, a number of shares that exceeds the
greater of:
* one percent of our outstanding common stock;
* the average weekly reported volume of trading in our common stock
on the Nasdaq National Market during the four calendar weeks
preceding the filing of the 144 notice, if required, or, if not
required, the date of receipt of the order to execute the
transaction by the broker or the date of the execution of the
transaction directly with a market maker.
The table below sets forth certain information regarding the beneficial
ownership of the common stock by the selling stockholders prior to the offering
and the number of shares offered by each selling stockholder under this
prospectus. The selling stockholders may from time to time offer the shares of
common stock offered by this prospectus. We do not know when or in what
amounts the selling stockholders may offer shares for resale and we cannot
assure you that the selling stockholders will sell any or all of the shares
offered by this prospectus. Accordingly, we cannot give you an estimate of the
number of shares or the percentage of our outstanding shares of common stock
that will be held by each selling stockholder after completion of this offering.
Currently, all the selling stockholders own less than one percent of our
outstanding common stock except for Kotts Capital Holdings, L.P., which owns
approximately 13 percent, General Electric Capital Corporation, which owns
approximately four percent, and the three DLJ entities listed below, which
collectively beneficially own approximately 2.6 percent.
<TABLE>
<CAPTION>
SELLING STOCKHOLDERS BENEFICIAL NUMBER OF
OWNERSHIP SHARES
PRIOR TO OFFERING COVERED BY THIS
PROSPECTUS
<S> <C> <C>
Kotts Capital Holdings, L.P. 7,756,095 (1) 7,746,095
General Electric Capital Corporation (2) 2,341,826 2,341,826
DLJ Investment Partners, L.P. 1,275,010 (3) 1,275,010
DLJ Investment Funding, Inc. 181,605 (3) 181,605
DLJ ESC II, L.P. 121,246 (3) 121,246
Hibernia Corporation 27,264 27,264
Hibernia Capital Corporation 48,881 48,881
Keith Acker (4) 108,288 108,288
John R. Gunn (4) 112,971 112,971
Robert J. Gunn (4) 112,971 112,971
John F. Kerker (4) 112,971 112,971
Anthony Alaimo (5) 17,012 17,012
Leona Henderson (5) 11,971 11,971
Bobby Lott (4) 11,971 11,971
Pat Bankston (4) 11,971 11,971
---------------- ----------------
Total 12,252,053 (1) 12,242,053 (6)
</TABLE>
_______________
(1) Kotts Capital Holdings, L.P. beneficially owns 10,000 shares of common
stock which are not included in this offering.
(2) On February 26, 1998, Cardinal and its subsidiary entered into a Credit
Agreement with, among others, General Electric Capital Corporation as
administrative agent and lender. This Credit Agreement was refinanced when
Superior entered into a Credit Agreement dated as of July 15, 1999 as borrower
with General Electric Capital Corporation as administrative agent and lender.
(3) DLJ Investment Partners, L.P., DLJ Investment Funding, Inc. and DLJ ESC
II, L.P. are affiliated entities. Although each indirectly beneficially owns
the shares held by the other two entities, the table only lists those shares
held directly by each.
(4) The selling stockholder is employed in a management position by Cardinal
Services, Inc., a subsidiary of Cardinal.
(5) The selling stockholder is a former employee of Cardinal Services, Inc.
(6) An additional 4,250 shares are also covered by this prospectus for sale
by an employee of Cardinal Services, Inc. who is not a party to the
Registration Rights Agreement. See "-Cardinal Stock Plan Participant."
_______________
Under the terms of the Registration Rights Agreement, we have agreed to
indemnify the selling stockholders against liabilities that may arise as a
result of untrue statements or omissions of material facts in this prospectus.
However, we will not indemnify a selling stockholder if these untrue statements
were based on information that the selling stockholder provided to us in
writing for use in this prospectus. Nor will we indemnify a selling
stockholder if the selling stockholder's failure to provide a copy of the most
current prospectus to the purchaser gives rise to the liabilities. Each
selling stockholder has agreed to indemnify us against liabilities that arise
as a result of untrue statements or omissions of material facts in this
prospectus if those statements relate to the selling stockholder or its plan of
distribution and are based on information provided to us by the selling
stockholder for use in this prospectus.
CARDINAL STOCK PLAN PARTICIPANT
In addition to the selling stockholders listed above, Mr. Pat Richard has
also requested that we include in this offering some of the shares of our
common stock held in his name. Mr. Richard received his shares of common
stock in exchange for shares of Cardinal capital stock which were due him upon
consummation of the merger under the terms of Cardinal's stock plan. Because
Mr. Richard received his shares of common stock pursuant to a compensation
arrangement, he is required to pay withholding taxes on the value of the common
stock received based upon the per share price of the common stock on July 15,
1999, the date of the closing of the merger. In addition, should the per share
price of the common stock on the date of sale be higher than the per share
price on July 15, 1999, Mr. Richard will realize a profit from the sale and
will be required to pay taxes on such profit. In order to settle these tax
obligations, Mr. Richard has requested that we include in this offering only
the number of shares of common stock that, upon its sale, will generate
sufficient funds to pay the taxes he owes.
Prior to the offering, Mr. Richard owns 11,971 shares of common stock.
Based on the per share price of our common stock on August 31, 1999, Mr.
Richard will offer an estimated 4,014 shares under this prospectus, resulting
in ownership of 7,957 shares after the offering. However, Mr. Richard has
requested that we register 4,250 shares under this prospectus because if the
per share price of our common stock on the date of sale is higher or lower than
the per share price as of August 31, 1999, the number of shares actually
offered by Mr. Richard and his resulting ownership will be adjusted
accordingly. Mr. Richard is employed in a management position by Cardinal
Services, Inc., a subsidiary of Cardinal.
Mr. Richard will beneficially own less than one percent of our outstanding
common stock after the offering. Mr. Richard is not a party to the
Registration Rights Agreement, or any other registration rights agreement, and
he is not a party to any indemnification agreement with respect to this
prospectus.
PLAN OF DISTRIBUTION
All the selling stockholders, including Mr. Richard, may sell their shares
directly or through broker-dealers acting as principal or agent. The selling
stockholders may sell their shares in one or more transactions, at prices then
prevailing or related to the then current market price or at negotiated prices.
The selling stockholders will determine the offering price of the shares from
time to time and the offering price may be higher or lower than the market
price of the shares on the Nasdaq National Market.
The methods by which the selling stockholders, or their pledgees, donees,
transferees or other successors in interest, may offer and sell their shares
may include, but are not limited to, the following:
* Privately negotiated transactions;
* Sales on the Nasdaq National Market or other exchanges on which
the common stock is listed at the time of sale at prices and at
terms then prevailing or at prices related to the then current
market price;
* Cross or block trades in which the broker or dealer so engaged
will attempt to sell the shares as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction;
* A broker or dealer may purchase as principal and resell the shares
for its own account under this prospectus; or
* Ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
To the extent required in connection with a particular offering, we will
set forth in a prospectus supplement or, if appropriate, in a post-effective
amendment, the terms of the offering, including among other things, the number
of shares of common stock to be sold, the public offering price, the names of
any dealers or agents and any applicable commissions or discounts.
The selling stockholders and any dealers or agents participating in the
distribution of the offered shares may be deemed "underwriters" within the
meaning of the Securities Act of 1933, and any profit on the sale of the
offered shares by the selling stockholders and any commissions received by any
broker-dealers may be deemed to be underwriting commissions under the
Securities Act of 1933.
The selling stockholders will pay all fees, discounts and brokerage
commissions. We will pay all expenses of preparing and reproducing this
prospectus, including expenses of compliance with state securities laws and
filing fees with the SEC. We will not receive any proceeds of the sale of any
shares of our common stock offered under this prospectus.
LEGAL MATTERS
The validity of the shares of our common stock being offered hereby will
be passed upon for us by Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated financial statements of Superior Energy Services, Inc. as
of December 31, 1997 and 1998, and for each of the years in the three-year
period ended December 31, 1998, are incorporated herein in reliance upon the
report of KPMG LLP, independent certified public accountants, and upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Cardinal Holding Corp. as of
December 31, 1997 and 1998, and for each of the three years in the period ended
December 31, 1998, appearing in the Definitive Proxy Statement of Superior
Energy Services, Inc. dated June 18, 1999, and in the Current Report on Form
8-K of Superior Energy Services, Inc. dated July 30, 1999, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
<PAGE>
Prospective investors may
rely only on the
information contained in SUPERIOR
this prospectus. We have ENERGY SERVICES,
not authorized anyone to INC.
provide prospective
investors with different
or additional information.
This prospectus is not an
offer to sell, nor is it PROSPECTUS
seeking an offer to buy
these securities in any
jurisdiction where the
offer is not permitted.
The information contained
in this prospectus is
correct only as of the
date of this prospectus, COMMON STOCK
regardless of the time of
the delivery of this
prospectus or any sale of
these securities.
_______________
TABLE OF CONTENTS PAGE
Where You Can Find More
Information .......... 2
Notice Regarding
Forward-Looking
Statements ........... 3
Risk Factors ........... 4
The Company ........... 9
Use of Proceeds ........ 9
Selling Stockholders ... 9
Plan of Distribution .. 11
Legal Matters ......... 12
Experts ............... 12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated fees and expenses payable by us in connection with the
issuance and distribution of the common stock of Superior Energy Services, Inc.
(the "Company") registered hereunder are as follows:
Securities and Exchange Commission
registration fee $ 21,278
Legal fees and expenses 5,000
Accounting fees and expenses 5,000
Miscellaneous 743
--------
Total $ 32,021
The selling stockholders have not paid any portion of the registration
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Certificate") contains
provisions eliminating the personal liability of the directors to the Company
and its stockholders for monetary damages for breaches of their fiduciary
duties as directors to the fullest extent permitted by the Delaware General
Corporation Law. By virtue of these provisions, under current Delaware law a
director of the Company will not be personally liable for monetary damages for
a breach of his or her fiduciary duty except for liability for (a) a breach of
his or her duty of loyalty to the Company or to its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) dividends or stock repurchases or redemptions that are
unlawful under Delaware law and (d) any transaction from which he or she
receives an improper personal benefit. In addition, the Certificate provides
that if Delaware law is amended to authorize the further elimination or
limitation of the liability of a director, then the liability of the directors
shall be eliminated or limited to the fullest extent permitted by Delaware law,
as amended. These provisions pertain only to breaches of duty by directors as
directors and not in any other corporate capacity, such as officers, and limit
liability only for breaches of fiduciary duties under Delaware corporate law
and not for violations of other laws such as the federal securities laws.
The Certificate also requires the Company to indemnify its directors,
officers, employees and agents to the fullest extent permitted by the Delaware
General Corporation Law against certain expenses and costs, judgments,
settlements and fines incurred in the defense of any claim, including any claim
brought by or in the right of the Company, to which they were made parties by
reason of being or having been directors, officers, employees and agents.
In addition, each of the Company's directors has entered into an
indemnity agreement with the Company, pursuant to which the Company has agreed
under certain circumstances to purchase and maintain directors' and officers'
liability insurance. The agreements also provide that the Company will
indemnify the directors against any costs and expenses, judgments, settlements
and fines incurred in connection with any claim involving a director by reason
of his position as a director that are in excess of the coverage provided by
such insurance; provided that the director meets certain standards of conduct.
Under the indemnity agreements, the Company is not required to purchase and
maintain directors' and officers' liability insurance if, in the reasonable
judgment of the Board of Directors, there is insufficient benefit to the
Company from the insurance.
ITEM 16. EXHIBITS.
2 - Agreement and Plan of Merger (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
July 30, 1999).
4.1 - Composite of the Company's Certificate of Incorporation of the
Company (incorporated herein by reference to Exhibit 3.1 to the
Company's Form 10-QSB for the quarter ended March 31, 1996).
4.2 - Certificate of Amendment of the Company's Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 to
the Company's Form 10-Q for the quarter ended June 30, 1999).
4.3 - Amended and Restated By-laws (incorporated herein by reference to
Exhibit 3.2 to the Company's Form 10-Q for the quarter ended June
30, 1999).
4.4 - Specimen of Common Stock certificate (incorporated herein by
reference to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (Registration No. 33-94454)).
4.5 - Registration Rights Agreement (incorporated herein by reference
to Exhibit 4.2 to the Company's Form 10-Q for the quarter ended
June 30, 1999).
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.*
23.1 - Consent of KPMG LLP.*
23.2 - Consent of Ernst & Young LLP.*
23.3 - Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 - Power of Attorney.*
____________
* Previously filed
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment no. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Harvey, State of
Louisiana, on September 10, 1999.
SUPERIOR ENERGY SERVICES, INC.
By: /S/ ROBERT S. TAYLOR
Robert S. Taylor
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 1 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ TERENCE E. HALL * Chairman of the Board,
Terence E. Hall Chief Executive Officer and President September 10, 1999
/S/ ROBERT S. TAYLOR Chief Financial Officer
Robert S. Taylor (Principal Financial and Accounting Officer) September 10, 1999
/S/ JUSTIN L. SULLIVAN *
Justin L. Sullivan Director September 10, 1999
William E. Macaulay Director ____________, 1999
/S/ BEN A. GUILL *
Ben A. Guill Director September 10, 1999
/S/ ROBERT E. ROSE *
Robert E. Rose Director September 10, 1999
/S/ RICHARD A. BACHMANN *
Richard A. Bachmann Director September 10, 1999
</TABLE>
* By: /S/ ROBERT S. TAYLOR
Robert S. Taylor
Attorney-in-Fact and Agent
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2 - Agreement and Plan of Merger (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
July 30, 1999).
4.1 - Composite of the Company's Certificate of Incorporation of the
Company (incorporated herein by reference to Exhibit 3.1 to the
Company's Form 10-QSB for the quarter ended March 31, 1996).
4.2 - Certificate of Amendment of the Company's Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.1 to
the Company's Form 10-Q for the quarter ended June 30, 1999).
4.3 - Amended and Restated By-laws (incorporated herein by reference to
Exhibit 3.2 to the Company's Form 10-Q for the quarter ended June
30, 1999).
4.4 - Specimen of Common Stock certificate (incorporated herein by
reference to Amendment No. 1 to the Company's Registration
Statement on Form SB-2 (Registration No. 33-94454)).
4.5 - Registration Rights Agreement (incorporated herein by reference
to Exhibit 4.2 to the Company's Form 10-Q for the quarter ended
June 30, 1999).
5 - Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.*
23.1 - Consent of KPMG LLP.*
23.2 - Consent of Ernst & Young LLP.*
23.3 - Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 - Power of Attorney.*
____________
* Previously filed
