SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 6, 1999
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20310 75-2379388
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1105 Peters Road, Harvey, Louisiana 70058
(Address of principal executive offices) (Zip Code)
(504) 362-4321
(Registrant's telephone number, including area code)
1503 Engineers Road, Belle Chase, Louisiana 70037
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On January 6, 1999, Superior Energy Services, Inc. (the "Registrant"),
terminated the definitive merger agreement with Parker Drilling
Company and issued a press release. Copies of the Termination
Agreement and Press Release are filed herewith as Exhibit 99.1 and
99.2, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits.
99.1 Termination and Release Agreement dated January 6, 1999 by
and among Superior Energy Services, Inc., Parker Drilling
Company and Saints Acquisition Company.
99.2 Press release issued by the Registrant on January 7, 1999
announcing the termination of the merger agreement with
Parker Drilling Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SUPERIOR ENERGY SERVICES, INC.
By: /S/ ROBERT S. TAYLOR
Robert S. Taylor
Chief Financial Officer
Dated: January 7, 1999
EXHIBIT 99.1
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (this "Agreement"), dated as of
the 6th day of January 1999, is by and among Parker Drilling Company, a
Delaware corporation ("Parker"), Saints Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Parker ("Sub"), and Superior
Energy Services, Inc., a Delaware corporation ("Superior").
W I T N E S S E T H:
WHEREAS, Parker, Sub and Superior are parties to that certain
Agreement and Plan of Merger dated as of October 28, 1998 and amended on
November 25, 1998 (as amended, the "Merger Agreement") providing for, among
other things, the merger of Sub with and into Superior (the "Merger"); and
WHEREAS, Parker, Sub and Superior mutually desire to terminate the
Merger Agreement and to abandon the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereunder and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. TERMINATION OF THE MERGER AGREEMENT.
(a) Pursuant to Section 7.1(a) of the Merger Agreement, the
Merger Agreement is hereby terminated and declared void, the Merger is
hereby abandoned, and notwithstanding anything to the contrary contained in
the Merger Agreement (including Section 7.2 thereof), all rights and
obligations of the parties thereunder shall cease.
(b) Except for that certain Confidentiality Agreement between
Superior and Parker dated October 22, 1998, all agreements and
understandings of any type, whether executed or unexecuted, among any of
Parker, Sub, Superior and each of their respective affiliates related to
the Merger Agreement and/or the Merger are hereby terminated and shall be
of no further force or effect.
2. CONSIDERATION. For and in consideration of the termination of
the Merger Agreement and the Merger, contemporaneously with the execution
hereof Superior shall pay to Parker $2,125,000, by wire transfer of
immediately available funds to an account designated by Parker, to
reimburse Parker for costs and expenses incurred by Parker and Sub in
connection with or relating to this Agreement, the Merger Agreement or the
transactions contemplated hereby and thereby, including, without
limitation, the fees and disbursements of counsel, financial advisors and
accountants. The parties acknowledge and agree that, except for the
payment made pursuant to this Section 2, no party shall be obligated or
responsible for any costs or expenses paid or incurred by any other party
hereto.
3. RELEASE OF PARKER AND SUB. Except for the obligations arising
under this Agreement, Superior hereby irrevocably and unconditionally
releases, acquits and forever discharges Parker and Sub, and each of
Parker's and Sub's owners, stockholders, predecessors, successors, assigns,
agents, directors, officers, employees, representatives, attorneys,
subsidiaries, affiliates and all persons acting by, through, under or in
concert with any of them or all of them, from any and all actions or causes
of action in law or in equity, charges, claims, complaints, costs, demands,
damages, liabilities, liens, obligations, promises, agreements,
controversies, suits, rights, losses, debts, interest and expenses
(including attorney's fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent, in any way arising out of or connected with the Merger, Merger
Agreement or any agreements or understandings related thereto.
4. RELEASE OF SUPERIOR. Except for the obligations arising under
this Agreement, Parker and Sub hereby irrevocably and unconditionally
release, acquit and forever discharge Superior and each of Superior's
owners, stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, subsidiaries, affiliates
and all persons acting by, through under or in concert with any of them or
all of them, from any and all actions or causes of action in law or in
equity, charges, claims, complaints, costs, demands, damages, liabilities,
liens, obligations, promises, agreements, controversies, suits, rights,
losses, debts, interest, and expenses (including attorneys' fees and costs
actually incurred) of any nature whatsoever, known or unknown, suspected or
unsuspected, fixed or contingent, in any way arising out of or connected
with the Merger, Merger Agreement or any agreements or understandings
related thereto.
5. FURTHER ASSURANCES. The parties hereto agree that they will
cooperate with each other and will execute and deliver or cause to be
delivered, all such other instruments, documents and/or certificates, and
will take all such other actions, as a party may reasonably request from
time to time to effectuate the provisions and purposes hereof. In the
event of any third-party claims relating to the termination of the Merger
or the matters covered herein, the parties hereto agree to cooperate with
each other in the defense thereof.
6. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware without
giving effect to the principals of conflicts of law thereof.
7. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of Parker, Sub and Superior, and each of their respective
successors and assigns and references in this Agreement to any of them
shall be construed accordingly.
8. SEVERABILITY. In the event that any part of this Agreement is
declared by any court or other judicial or administrative body to be
declared null, void, or unenforceable, such provision shall survive to the
extent it is not so declared, and all other provisions of this Agreement
shall remain in full force and effect.
9. PUBLICITY. The parties hereto agree that Parker and Superior
will issue press releases with respect to the matters covered herein and
shall not make any public statements regarding the other party without the
consent of such other party, other than as required by law.
10. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which together shall
constitute one and the same agreement.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect thereto, including, without limitation, the
Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
PARKER DRILLING COMPANY
By: /S/JAMES J. DAVIS
James J. Davis
Senior Vice President and
Chief Financial Officer
SAINTS ACQUISITION COMPANY
By: /S/JAMES J. DAVIS
James J. Davis
Vice President
SUPERIOR ENERGY SERVICES, INC.
By: /S/ROBERT S. TAYLOR
Robert S. Taylor
Chief Financial Officer
EXHIBIT 99.2
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
Parker Drilling: Ed Hendrix, Investor
Relations 918-631-1273
Superior Energy Services: Terence Hall,
CEO: Robert Taylor, CFO: Guy Cook,
Investor Relations, 504-362-4321
PARKER DRILLING - SUPERIOR ENERGY SERVICES DEAL TERMINATED
(Harvey, La., January 7, 1999) Parker Drilling Company (NYSE: PKD) and Superior
Energy Services, Inc. (NASDAQ:SESI), announced today that they have jointly
agreed to terminate their merger agreement in which Parker was to acquire
Superior in an exchange of stock.
In connection with such termination, Superior has agreed to make a cash payment
to Parker in settlement of certain obligations under the merger agreement.
Superior provides oilfield tool rentals, well plug and abandonment services,
and other specialized products and services to oil companies operating in the
Gulf of Mexico and Gulf Coast regions. Superior is headquartered in Harvey,
La.
Founded in 1934, Parker is an international provider of offshore and on-land
drilling services and oil tool rentals.
