<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
_______________________________________
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________.
Commission file number: 0-22078
DUAL DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 51-0327704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5956 Sherry Lane, Suite 1500
Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)
Registrant s telephone number, including area code: (214)373-6200
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ---------------------------- -----------------------------------------
Common stock, par value $.01 NASDAQ National Market System
Securities registered pursuant to section 12(g) of the Act:
NONE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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 [ ]<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K/A. [x]
As of February 29, 1996, 15,765,713 common shares were outstanding. The
aggregate market value of common shares on February 29, 1996 held by
nonaffiliates was approximately $93.1 million, based on the closing sales
price of $14-7/8.<PAGE>
TABLE OF CONTENTS
______________________________________________________________
PART III Item 11. Executive Compensation 55
______________________________________________________________
Signatures 60<PAGE>
DUAL DRILLING COMPANY
This Form 10-K/A is filed for the purpose of updating and recategorizing
certain amounts included in the Summary Compensation Table as reported
within Item 11, Executive Compensation.<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table reflects, for the fiscal years ended December 31, 1995,
1994 and 1993, cash compensation paid by the Company or Dual Invest AS, and
a summary of certain other compensation paid or accrued for such year, to
the Company s Chief Executive Officer and the five other executive officers
(the Named Executive Officers ) of the Company for service in all
capacities with Dual Invest AS or the Company and their subsidiaries.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM LONG TERM
COMPENSATION COMPENSATION
AWARDS AWARDS
ANNUAL ANNUAL ----------- -------------
NAME AND COMPENSATION COMPENSATION RESTRICTED ALL OTHER
PRINCIPAL ------------ ------------ STOCK OPTIONS COMPENSATION
POSITION YEAR SALARY <F1> BONUS <F2> AWARDS <F3> NO. OF SHARES <F4>
------------------------ ---- ------------ ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
L. H. Robertson 1995 $360,000 $115,000 180,000 $ 24,192
President and 1994 430,259 52,254 120,000 28,887
Chief Executive 1993 345,000 172,500 $766,499 60,000 20,603
Officer
W. Allen Parks 1995 246,250 10,000 104,000 16,903
Executive Vice 1994 295,360 36,194 65,000 15,416
President and Chief 1993 228,000 112,500 358,335 39,000 13,491
Financial Officer
Dudley M. Haralson 1995 171,051 10,000 104,000 10,478
Senior Vice 1994 187,028 22,673 65,000 9,704
President - 1993 125,000 62,500 229,285 27,000 7,419
Operations
Robert C. McCoy 1995 156,000 10,000 88,000 10,347
Senior Vice 1994 187,362 22,980 58,000 8,982
President - 1993 140,000 70,000 354,135 30,000 8,382
Marketing
Lewis W. Kreps 1995 145,688 10,000 80,000 10,000
Senior Vice 1994 169,634 20,682 53,000 9,528
President - 1993 125,000 62,500 229,285 27,000 7,419
Business Development
William R. Dudark 1995 142,500 10,000 80,000 9,781
Vice President 1994 169,634 20,682 53,000 9,685
Operations and 1993 125,000 62,500 229,285 27,000 7,419
Engineering
__________________<PAGE>
<FN>
<F1> Salary figures for 1994 include amounts paid for accumulated vacation
benefits upon termination of the Company s previous vacation policy.
The amounts paid to Messrs. Robertson, Parks, Haralson, McCoy, Kreps
and Dudark were $82,759; $56,610; $37,472; $35,862; $32,759; and
$32,759, respectively.
<F2> Bonuses earned in 1993 were payable in installments equal to 50% of
such bonus in January 1994, 25% in January 1995 and 25% in January
1996. The 1994 bonuses were earned in 1994 and were paid in full in
February 1995. The 1995 bonuses were earned and paid in 1995.
<F3> At December 31, 1995, the number of shares of restricted stock
granted by the Company as restricted stock awards under the Company s
1993 Long-Term Incentive Plan ( Restricted Stock Awards ) which had
not vested and the total value of such shares, based on the last
reported sales price of the Company s Common Stock on December 29,
1995 (the final trading day of 1995), held by each Named Executive
Officer are included in the table below. All shares of restricted
stock that had not vested as of December 31, 1995 are attributable to
a Restricted Stock Award granted by the Company on August 12, 1993.
All such unvested shares vest fully on August 12, 1996.
SHARES VALUE
------ --------
Mr. Robertson 9,000 $102,375
Mr. Parks 4,800 54,600
Mr. Haralson 3,900 44,363
Mr. McCoy 4,500 51,188
Mr. Kreps 3,900 44,363
Mr. Dudark 3,900 44,363
On December 9, 1993, the Company granted a Restricted Stock Award of
8,559; 3,891; 2,335; 3,891; 2,335 and 2,335 shares of the Company s
Common Stock to Messrs. Robertson, Parks, Haralson, McCoy, Kreps and
Dudark, respectively. The shares of Common Stock vested 50% on June
9, 1994 and 50% on December 9, 1994.
On August 12, 1993, the Company granted a Restricted Stock Award of
39,942; 18,155; 10,893; 18,155; 10,893 and 10,893 shares of Common
Stock to Messrs. Robertson, Parks, Haralson, McCoy, Kreps and Dudark,
respectively. The shares of Common Stock vested 50% on February 12,
1994 and 50% on August 12, 1994.
All Restricted Stock Awards granted by the Company entitle the
beneficiaries to all rights as a stockholder from the date of grant
(including the right to receive dividends when, as, and if declared)
other than (i) the right to transfer or sell the shares prior to the
vesting date, and (ii) the right to possession prior to the vesting
date.
<F4> For 1995, All Other Compensation includes (i) Company matching
contributions under the Company s 401(K) Employees Tax
Deferred/Thrift Savings Plan and Trust in the amount of $9,000 each
for Messrs. Robertson, Parks, Haralson and McCoy, $8,741 for Mr.
Kreps and $8,550 for Mr. Dudark, (ii) Company Matching Contributions
under the Company s Benefit Restoration Plan in the amount of $12,600<PAGE>
for Mr. Robertson and $5,775 for Mr. Parks, and (iii) the dollar
value of insurance premiums paid by the Company with respect to term
life insurance in the amounts of $2,592; $2,128; $1,478; $1,347;
$1,259; and $1,231 for Messrs. Robertson, Parks, Haralson, McCoy,
Kreps and Dudark, respectively.
</FN>
/TABLE
<PAGE>
OPTION CANCELLATIONS
The table below sets forth information regarding stock options, previously
issued to the Named Executive Officers under the Company s 1993 Long-Term
Incentive Plan, that were authorized for cancellation during 1995 by the
Company s Board of Directors.
<TABLE>
<CAPTION>
TEN YEAR OPTION/SAR REPRICINGS
NUMBER OF LENGTH OF
SECURITIES ORIGINAL
UNDERLYING MARKET PRICE EXERCISE OPTION TERM
OPTIONS/ OF STOCK AT PRICE AT REMAINING AT
SARs TIME OF TIME OF NEW DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED(#) AMENDMENTS($) AMENDMENTS($) PRICE($) AMENDMENT
- ------------------------- ------- ----------- ------------- ------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
L. H. Robertson 8/21/95 60,000 $10.00 $14.000 $10.00 8 years
Director, President 8/21/95 120,000 10.00 12.125 10.00 9 years
and CEO
W. Allen Parks 8/21/95 39,000 10.00 14.000 10.00 8 years
Executive Vice President 8/21/95 65,000 10.00 12.125 10.00 9 years
and CFO
Dudley M. Haralson 8/21/95 27,000 10.00 14.000 10.00 8 years
Senior Vice President 8/21/95 65,000 10.00 12.125 10.00 9 years
USA/International
Operations
Robert C. McCoy 8/21/95 30,000 10.00 14.000 10.00 8 years
Senior Vice President 8/21/95 58,000 10.00 12.125 10.00 9 years
International Marketing
Lewis W. Kreps 8/21/95 27,000 10.00 14.000 10.00 8 years
Senior Vice President 8/21/95 53,000 10.00 12.125 10.00 9 years
Business Development
and Contracts
William R. Dudark 8/21/95 27,000 10.00 14.000 10.00 8 years
Vice President 8/21/95 53,000 10.00 12.125 10.00 9 years
International Operations
and Engineering
</TABLE>
In August 1995, the Compensation Committee of the Company s Board of
Directors approved the granting of options to the executive officers and
certain key employees of the Company in exchange for the cancellation of
then existing options to purchase Company common stock. The Compensation
Committee carefully considered its decision to grant new options and
effectively reduce the exercise price of then existing options. In making<PAGE>
its decision, the Compensation Committee consulted with an independent
compensation consultant and also considered the then current market price
of the Company s common stock, the exercise prices at which the options had
previously been granted, the overall performance of the Company s common
stock since the previous options had been issued and the importance of
providing renewed incentive for the executive officers and employees to
continue in the service of the Company and renew interest in the success of
the Company.
Compensation Committee: Frank Jungers
Aage Figenschou
Edward O. Vetter
Magne Kristiansen<PAGE>
OPTION GRANTS
The table below sets forth information regarding Stock Options granted
under the Company s 1993 Long-Term Incentive Plan to the Named Executive
Officers during 1995:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
PERCENTAGE POTENTIAL REALIZABLE VALUE AT
OF TOTAL ASSUMED ANNUAL RATES OF STOCK
NUMBER OF OPTIONS EXERCISE PRICE APPRECIATION FOR
OPTIONS GRANTED TO OR BASE OPTION TERM <F2>
GRANTED EMPLOYEES IN PRICE PER EXPIRATION -----------------------------
NAME <F1> FISCAL 1995 SHARE DATE 5% 10%
-------------------- --------- ----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
L. H. Robertson 180,000 17.1% $10.000 08/21/05 $1,132,200 $2,869,200
W. Allen Parks 104,000 13.3% 10.000 08/21/05 654,160 1,657,760
Dudley M. Haralson 104,000 13.3% 10.000 08/21/05 654,160 1,657,760
Robert C. McCoy 88,000 8.4% 10.000 08/21/05 553,520 1,402,720
William R. Dudark 80,000 7.6% 10.000 08/21/05 503,200 1,275,200
Lewis W. Kreps 80,000 7.6% 10.000 08/21/05 503,200 1,275,200
__________________________
<FN>
<F1> The options are exercisable in increments of 20% on August 21, 1996, the first anniversary of the date of grant,
and 20% on each of the second, third, fourth and fifth anniversary dates of the grant.
<F2> Potential Realizable Value is based on the assumed annual growth rates of Common Stock for the 10-year option term.
A 5 % annual growth rate results in a stock price of $16.29 per share and a 10% annual growth rate results in a
stock price of $25.94 per share. Actual gains, if any, on stock options exercised are dependent on the future
performance of the Company s common stock. There can be no assurance that the amounts reflected in this table will
be achieved.
</FN>
/TABLE
<PAGE>
AGGREGATED EXERCISES OF OPTIONS/SARs AND FISCAL YEAR-END OPTION/SAR VALUE
TABLE
For each of the Named Executive Officers, the information set forth below
reflects for the fiscal year ended December 31, 1995, options under the
Company s 1993 Long Term Incentive Plan (the 1993 LTI Plan ) and the value
realized thereon as well as exercisable and unexercisable options which
were unexercised at year-end 1995 and the realizable value thereon at such
date:
<TABLE>
<CAPTION>
VALUE OF VALUE OF
NUMBER OF NUMBER OF UNEXERCISED UNEXERCISED
UNEXERCISED UNEXERCISED IN-THE-MONEY IN-THE-MONEY
NUMBER OF OPTIONS HELD OPTIONS HELD OPTIONS AT OPTIONS AT
SHARES AT DECEMBER AT DECEMBER DECEMBER 31, DECEMBER 31,
ACQUIRED VALUE 31, 1995 31, 1995 1995 <F1> 1995 <F1>
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
L. H. Robertson N/A N/A -0- 180,000 N/A $247,500
W. Allen Parks N/A N/A -0- 104,000 N/A 143,000
Dudley M. Haralson N/A N/A -0- 104,000 N/A 143,000
Robert C. McCoy N/A N/A -0- 88,000 N/A 121,000
William R. Dudark N/A N/A -0- 80,000 N/A 110,000
Lewis W. Kreps N/A N/A -0- 80,000 N/A 110,000
_________________________
<FN>
<F1> Represents the number of unexercised options multiplied by the difference between $11.375, which was the last
reported sales price of the Company s Common Stock on the NASDAQ Stock Market as of December 31, 1995, and the per-
share exercise price of $10.00 for the options granted in 1995.
</FN>
/TABLE
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In June 1993, the Company implemented a defined benefit pension plan
covering certain of its executive officers. The Supplemental Executive
Retirement Plan (the Plan ) is administered by the Board of Directors or
by the Committee and is intended to assist the Company in attracting and
retaining employees of exceptional ability by providing certain benefits.
The Plan provides that upon reaching age 65, after 10 years of service with
the Company and upon termination of employment from the Company, a
participant will receive annual benefits, which when added to Social
Security Benefits, equal 30% of the average of the participant s highest
consecutive 36-month base compensation during the participant s service
with the Company ( Average Compensation ). During June 1994, the Committee
approved an amendment to the Plan that raised the annual benefit for the
Company s president to 50% of Average Compensation when added to Social
Security benefits. The Company is the sole contributor to the Plan and the
cost of benefits under the Plan are recognized as they accrue based on
certain future salary and social security benefit assumptions.
The table below provides certain information with respect to the Company s
named executives and the estimated benefits payable to the respective
executives under the Company s Supplemental Plan.
SUPPLEMENTAL PLAN BENEFITS
ESTIMATED ANNUAL
CURRENT YEARS RETIREMENT BENEFIT
NAME OF SERVICE AT AGE 65*
------------------ ------------- ------------------
L. H. Robertson 13 $180,000
W. Allen Parks 18 73,875
Dudley M. Haralson 8 60,000
Robert W McCoy 7 48,000
Lewis W. Kreps 14 45,000
William R. Dudark 9 43,500
* Amounts to be reduced by Social Security benefits.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed by the undersigned thereunto duly authorized on the 6th day of May,
1996.
DUAL DRILLING COMPANY
By: /s/ L. H. Robertson
-------------------------
L. H. Robertson
President, Chief Executive Officer
and Director
