sv3asr
As filed with the Securities and Exchange Commission on
January 17, 2006
Registration
No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Parker Drilling Company
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
73-0618660
(I.R.S. Employer Identification Number)
1401 Enclave Parkway, Suite 600
Houston, Texas 77077
(281) 406-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code)
W. Kirk Brassfield
Senior Vice President and Chief Financial Officer
Parker Drilling Company
1401 Enclave Parkway, Suite 600
Houston, Texas 77077
(281) 406-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
William S. Anderson, Esq.
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
(713) 221-1122
Facsimile: (713) 437-5370
Approximate
date of commencement of proposed sale of the securities 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. o
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. þ
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. o
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. o
If this Form is
a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following
box. þ
If this Form is
a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following
box. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Title of Each Class of |
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Offering Price Per |
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Aggregate Offering |
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Amount of |
Securities to be Registered |
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Price |
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Registered Fee |
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Common Stock(1)
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(2) |
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(2) |
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(2) |
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(2) |
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(1) |
Each share of Common Stock registered hereunder includes an
associated Preferred Share Purchase Right. Until the occurrence
of certain prescribed events, none of which has occurred, the
Preferred Share Purchase Rights are not exercisable, are
evidenced by certificates representing the Common Stock and may
be transferred only with the Common Stock. |
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(2) |
An indeterminate aggregate initial offering price or number of
shares of Common Stock is being registered as may from time to
time be offered at indeterminate prices. In accordance with
Rules 456(b) and 457(r), the Registrant is deferring
payment of all of the registration fees. |
Parker Drilling Company
Common Stock
Parker Drilling Company may from time to time offer to sell
shares of common stock. Our common stock is listed on the New
York Stock Exchange and trades under the ticker symbol
PKD.
We may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on
a continuous or delayed basis.
Investing in our securities involves certain risks. See
Risk Factors beginning on page 5.
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is January 17, 2006
TABLE OF CONTENTS
In this prospectus, unless the context requires otherwise,
Parker Drilling, we, us and
our refer to Parker Drilling Company and its
subsidiaries and consolidated joint ventures.
2
AVAILABLE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, or the Exchange
Act, and in accordance therewith file annual, quarterly and
special reports, proxy statements and other information with the
Securities and Exchange Commission, or the SEC, on a regular
basis. You may read and copy this information or obtain copies
of this information by mail from the Public Reference Room of
the SEC, Station Place, 100 F Street, N.E.,
Washington, D.C. 20549, at prescribed rates. Further
information on the operation of the SECs Public Reference
Room in Washington, D.C. can be obtained by calling the SEC
at 1-800-SEC-0330.
The SEC also maintains a web site accessible on the Internet
that contains reports, proxy statements and other information
about issuers, like us, who file electronically with the SEC.
The address of that site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SECs rules allow us to incorporate by
reference the documents that we file with the SEC. This
means that we can disclose important information to you by
referring you to another document filed separately with the SEC.
This information incorporated by reference is a part of this
prospectus, unless we provide you with different information in
this prospectus or the information is modified or superseded by
a subsequently filed document.
This prospectus incorporates by reference:
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Our Annual Report on
Form 10-K for the
fiscal year ended December 31, 2004, as filed with the SEC
on March 16, 2005; and |
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Our Quarterly Reports on
Form 10-Q for the
quarter ended March 31, 2005, as filed with the SEC on
May 9, 2005, for the quarter ended June 30, 2005, as
filed with the SEC on August 9, 2005, and for the quarter
ended September 30, 2005, as filed with the SEC on
November 8, 2005; |
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Our Proxy Statement on Schedule 14A, as filed with the SEC
on March 23, 2005; |
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Our Current Reports on
Form 8-K as filed
with the SEC on January 6, 2005, February 8, 2005,
February 28, 2005 (including the amendment thereto also
filed on February 28, 2005), April 14, 2005,
April 15, 2005, April 22, 2005, May 3, 2005,
May 12, 2005, June 17, 2005, July 18, 2005,
October 17, 2005, November 1, 2005 and
December 2, 2005 (other than, in each case, information
that is furnished rather than filed in accordance with SEC
rules); and |
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Our Registration Statement on
Form 8-A12B, as
filed with the SEC on January 19, 1999. |
This prospectus also incorporates by reference additional
documents that we may file with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the time of filing of the initial registration statement
and after the date of this prospectus. These documents include
annual reports, quarterly reports and other current reports, as
well as proxy statements.
We will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon his
or her written or oral request, a copy of any or all documents
referred to above which have been or may be incorporated by
reference into this prospectus excluding exhibits to those
documents unless they are specifically incorporated by reference
into those documents. You can request these documents in writing
or by telephone from:
Parker Drilling Company
1401 Enclave Parkway, Suite 600
Houston, Texas 77077
Attention: Investor Relations
Telephone: (281) 406-2000
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PARKER DRILLING COMPANY
We are a leading worldwide provider of contract drilling and
drilling related services. Our principal executive offices are
located at 1401 Enclave Parkway, Suite 600, Houston, Texas
77077, and our telephone number at that location is
(281) 406-2000.
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RISK FACTORS
An investment in our securities involves a high degree of
risk. You should consider carefully the risks and uncertainties
described below and the other information included in or
incorporated by reference into this prospectus, including the
financial statements and related notes incorporated by reference
into this prospectus, before deciding to invest in our
securities. While these are the risks and uncertainties we
believe are most important for you to consider, you should know
that they are not the only risks or uncertainties facing us or
which may adversely affect our business. If any of the following
risks or uncertainties actually occur, our business, financial
condition or results of operations would likely suffer.
Risk Factors Related to Our Business
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We have substantial indebtedness. Our ability to service
our debt obligations is primarily dependent upon our future
financial performance. |
We have substantial indebtedness in relation to our
stockholders equity. As of September 30, 2005, we had
stockholders equity of approximately $198.1 million
compared to approximately:
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$415.9 million of long-term debt; |
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$13.3 million of operating lease commitments; and |
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$10.2 million of standby letters of credit. |
On December 30, 2005, we redeemed $35.6 million in
aggregate principal amount of our 10.125% senior notes due
2009. We funded such redemption with cash on hand.
Our ability to meet our debt service obligations depends on our
ability to generate positive cash flows from operations.
We realized positive cash flows from operating activities of
$84.2 million in the first nine months of 2005,
$28.8 million in 2004, $62.5 million in 2003 and
$33.2 million in 2002. However, we have in the past, and
may in the future, incur negative cash flows from one or more
segments of our operating activities. Our future cash flows from
operating activities will be influenced by the demand for our
drilling services, the utilization of our rigs, the dayrates
that we receive for our rigs, general economic conditions and by
financial, business and other factors affecting our operations,
many of which are beyond our control, some of which are
specified below. If we are unable to service our debt
obligations, we may have to:
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delay spending on maintenance projects and other capital
projects, including the acquisition or construction of
additional rigs, rental tools and other assets; |
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sell equity securities; |
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sell additional assets; or |
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restructure or refinance our debt. |
Our substantial debt and the covenants contained in the
instruments governing our debt could have important consequences
to you. For example, it could:
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result in a reduction of our credit rating, which would make it
more difficult for us to obtain additional financing on
acceptable terms; |
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require us to dedicate a substantial portion of our cash flows
from operating activities to the repayment of our debt and the
interest associated with our debt; |
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limit our operating flexibility due to financial and other
restrictive covenants, including restrictions on incurring
additional debt and creating liens on our properties; |
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place us at a competitive disadvantage compared with our
competitors that have relatively less debt; |
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expose us to interest rate risk because certain of our
borrowings, primarily under our senior secured credit facility
and our senior floating rate notes, or interest rate swaps
related to those borrowings, are at variable rates of
interest; and |
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make us more vulnerable to downturns in our business. |
We cannot give you any assurances that, if we are unable to
service our debt obligations, we will be able to sell equity
securities, sell additional assets or restructure or refinance
our debt. Our ability to generate sufficient cash flow from
operating activities to pay the principal of and interest on our
indebtedness is subject to market conditions and other factors
which are beyond our control.
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Our current operations and future growth may require
significant additional capital, and our substantial indebtedness
could impair our ability to fund our capital
requirements. |
Our business requires substantial capital. We anticipate that
our capital expenditures in 2006 will be approximately
$250 million, including approximately $40 million for
maintenance projects. We may require additional capital in the
event of significant departures from our current business plan
or unanticipated expenses. Sources of funding for our future
capital requirements may include any or all of the following:
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funds generated from our operations; |
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public offerings or private placements of equity and debt
securities; |
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commercial bank loans; |
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capital leases; and |
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sales of assets. |
Due to our highly leveraged capital structure, additional
financing may not be available to us, or, if it were available,
it may not be available on a timely basis, on terms acceptable
to us and within the limitations contained in the indentures
governing the
95/8% senior
notes and our senior floating rate notes and the documentation
governing our senior secured credit facility. Failure to obtain
appropriate financing, should the need for it develop, could
impair our ability to fund our capital expenditure requirements
and meet our debt service requirements and could have an adverse
effect on our business.
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Rig upgrades, refurbishment and construction projects are
subject to risks, including delays and cost overruns, which
could have an adverse impact on our results of operations and
cash flows. |
We often have to make upgrade and refurbishment expenditures for
our rig fleet to comply with contractual requirements or when
repairs are required in response to an inspection by a
governmental authority. For example, in 2002, we were required
to make repairs to two of our barge rigs in Nigeria due to
inspections by the American Bureau of Shipping, resulting in
downtime of a total of five months during which time we received
no revenues from contracts for the use of these rigs. We may
also make significant expenditures when we move rigs from one
location to another, such as when we moved Rig 72B from
Nigeria to the U.S. Gulf of Mexico in 2004. Additionally,
we may make substantial expenditures for the construction of
additional new rigs. Rig upgrade, refurbishment and construction
projects are subject to the risks of delay or cost overruns
inherent in any large construction project, including the
following:
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shortages of material or skilled labor; |
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unforeseen engineering problems; |
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unanticipated actual or purported change orders; |
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work stoppages; |
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adverse weather conditions; |
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long lead times for manufactured rig components; |
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unanticipated cost increases; and |
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inability to obtain the required permits or approvals. |
Significant cost overruns or delays could adversely affect our
financial condition and results of operations. Additionally,
capital expenditures for rig upgrades, refurbishment or
construction projects could exceed our planned capital
expenditures, impairing our ability to service our debt
obligations.
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Volatile oil and natural gas prices impact demand for our
drilling and related services. |
The success of our drilling operations is materially dependent
upon the exploration and development activities of the major,
independent and national oil and gas companies that comprise our
customer base. Oil and natural gas prices and market
expectations can be extremely volatile, and therefore the level
of exploration and production activities can be extremely
volatile. Increases or decreases in oil and natural gas prices
and expectations of future prices could have an impact on our
customers long-term exploration and development
activities, which in turn could materially affect our business
and financial performance. Generally, changes in the price of
oil have a greater impact on our international operations while
changes in the price of natural gas have a greater effect on our
operations in the Gulf of Mexico.
Demand for our drilling and related services also depends on
other factors, many of which are beyond our control, including:
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the cost of producing and delivering oil and natural gas; |
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advances in exploration, development and production technology; |
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laws and government regulations, both in the United States and
elsewhere; |
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the imposition or lifting of economic sanctions against foreign
countries; |
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local and worldwide military, political and economic events,
including events in the oil producing countries in the Middle
East; |
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the ability of the Organization of Petroleum Exporting
Countries, or OPEC, to set and maintain production levels and
prices; |
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the level of production by non-OPEC countries; |
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weather conditions; |
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expansion or contraction of economic activity, which affects
levels of consumer demand; |
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the rate of discovery of new oil and gas reserves; |
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the availability of pipeline capacity; and |
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the policies of various governments regarding exploration and
development of their oil and gas reserves. |
Oil and gas prices have increased significantly since 2003 based
primarily on worldwide demand and to a lesser extent on the
devaluation of the United States dollar. There is historical
support that current prices are not sustainable over the long
term. Based on recent history of our industry, fluctuations
during the past several years in the demand and supply of oil
and natural gas have contributed to, and are likely to continue
to contribute to price volatility. Any actual or anticipated
reduction in oil and natural gas prices would depress the level
of exploration and production activity. This would, in turn,
result in a corresponding decline in the demand for our drilling
and related services which would adversely affect our business
and financial performance.
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Most of our contracts are subject to cancellation by our
customers without penalty with little or no notice. |
Most of our contracts are terminable by our customers without
penalty with relatively little or no notice. A customer may
decide to terminate a contract because they no longer need a rig
or may be able to obtain a comparable rig at a lower dayrate.
Also, customers may seek to renegotiate the terms of their
existing drilling contracts during depressed market conditions.
Although drilling conditions are currently favorable, in the
event the market becomes depressed customers are more likely to
exercise their termination rights.
Our customers may also seek to terminate drilling contracts if
we experience operational problems and customers are more likely
to exercise their termination rights during depressed market
conditions. If our equipment fails to function properly and
cannot be repaired promptly, we will not be able to engage in
drilling operations, and customers may have the right to
terminate the drilling contracts. The cancellation or
renegotiation of a number of our drilling contracts could
adversely affect our financial performance.
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We rely on a small number of customers, and the loss of a
significant customer could adversely affect us. |
A substantial percentage of our sales has been made to a
relatively small number of customers, and the loss of a major
customer would adversely affect us. For the nine months ended
September 30, 2005, Tengizchevroil, a consortium led by
ChevronTexaco Corporation, accounted for approximately
10 percent of our total revenues and Exxon Mobil
Corporation and its ventures and Halliburton Company each
accounted for 11 percent of our total revenues. Our ten
most significant customers collectively accounted for
approximately 59 percent of our total revenues in the first
nine months of 2005. The contracts for our eight drilling rigs
in Mexico will all terminate in accordance with their terms in
the first half of 2006. In addition, our contracts with
Tengizchevroil will terminate in accordance with their terms in
the first quarter of 2007. We have not yet entered into new
contracts for the utilization of the rigs that are subject to
these contracts. Our results of operations could be adversely
affected if any of our major customers terminate their contracts
with us, fail to renew our existing contracts or refuse to award
new contracts to us.
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Contract drilling and the rental tools business are highly
competitive. |
The drilling and rental tools markets are highly competitive,
and no single competitor is dominant. Although the drilling
market is currently experiencing a strong upward trend, during
periods of decreased demand, we historically experience
significant reductions in utilization. Our utilization rate
increased significantly in 2004 and 2005 due to increased demand
and was 40 percent for 2003, 60 percent for 2004 and
77 percent for the first nine months of 2005. We anticipate
that current demand for oil and gas will result in higher
utilization rates for the foreseeable future. However, if
commodity prices decline again or other factors adversely affect
demand for drilling activity, our utilization rates will be
adversely affected as will our financial performance. Contract
drilling companies compete primarily on a regional basis, and
competition may vary significantly from region to region at any
particular time. Many drilling and workover rigs can be moved
from one region to another in response to changes in levels of
activity and provided market conditions warrant, which may
result in an oversupply of rigs in an area. In many markets in
which we operate, the number of rigs available has historically
exceeded the demand for rigs for extended periods of time,
resulting in intense price competition. Most drilling and
workover contracts are awarded on the basis of competitive bids,
which also results in price competition. Despite historically
high commodity prices at present, we believe that competition
for drilling contracts will continue to be intense for the
foreseeable future. If we cannot keep our rigs utilized, our
financial performance will be adversely impacted. The rental
tools market is also characterized by vigorous competition among
several competitors. Many of our competitors in both the
contract drilling and rental tools business possess
significantly greater financial resources than we do.
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Our international operations could be adversely affected
by terrorism, war, civil disturbances, political instability and
similar events. |
We have operations in Bangladesh, China, Indonesia, Kazakhstan,
Kuwait, Mexico, New Zealand, Nigeria, Papua New Guinea, Russia
and Turkmenistan. Our international operations are subject to
interruption, suspension and possible expropriation due to
terrorism, war, civil disturbances, political instability and
similar events and we have previously suffered loss of revenue
and damage to equipment due to political violence. We may not be
able to obtain insurance policies covering such risks,
especially political violence coverage, or such policies may
only be available with premiums that are not commercially
justifiable. For example, significant civil unrest in Nigeria,
which is continuing, has resulted in the suspension of drilling
operations of our rigs in Nigeria for substantial periods during
the past two years and in 2003 resulted in the total loss of one
of our rigs in Nigeria, a substantial portion of which loss we
recovered from insurance. We do not currently maintain insurance
coverage for political violence in Nigeria. Terrorism, war,
civil disturbances and other hostilities are likely to occur in
other foreign countries, including in the developing countries
in which we have operations, and could adversely affect our
business and financial performance.
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Our international operations are also subject to
governmental regulation and other risks. |
We derive a significant portion of our revenues from our
international operations. In 2004 and the first nine months of
2005, we derived approximately 58 percent of our revenues
from operations in countries outside the United States. Our
international operations are subject to the following risks,
among others:
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foreign laws and governmental regulation; |
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expropriation, confiscatory taxation and nationalization of our
assets located in areas in which we operate; |
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hiring and retaining skilled and experienced workers, many of
which are represented by foreign labor unions; |
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unfavorable changes in foreign monetary and tax policies and
unfavorable and inconsistent interpretation and application of
foreign tax laws; and |
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foreign currency fluctuations and restrictions on currency
repatriation. |
Our international operations are subject to the laws and
regulations of a number of foreign countries. Additionally, our
ability to compete in international contract drilling markets
may be adversely affected by foreign governmental regulations or
other policies that favor the awarding of contracts to
contractors in which nationals of those foreign countries have
substantial ownership interests. Furthermore, our foreign
subsidiaries may face governmentally imposed restrictions or
fees from time to time on the transfer of funds to us. While we
attempt to limit these risks by transferring the risk of loss
for such restrictions to the operators under our contracts, we
cannot completely eliminate such risk.
A significant portion of the workers we employ in our
international operations are members of labor unions or
otherwise subject to collective bargaining. We may not be able
to hire and retain a sufficient number of skilled and
experienced workers for wages and other benefits that we believe
are commercially reasonable.
We have historically been successful in limiting the risks of
currency fluctuation and restrictions on currency repatriation
by obtaining contracts providing for payment in
U.S. dollars or freely convertible foreign currencies.
However, some countries in which we may operate could require
that all or a portion of our revenues be paid in local
currencies that are not freely convertible. In addition, some
parties with which we do business may require that all or a
portion of our revenues be paid in local currencies. To the
extent possible, we limit our exposure to potentially
devaluating currencies by matching the acceptance of local
currencies to our expense requirements in those currencies.
Although we have done this in the past, we may not be able to
obtain such contractual terms in the future, thereby exposing us
to foreign currency fluctuations that could have a material
adverse effect upon our results of operations and financial
condition.
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Compliance with foreign tax and other laws may adversely
affect our operations. |
Tax and other laws and regulations applicable to us in many of
the countries in which we have operations are not always
interpreted consistently among local, regional and national
authorities. For example, on October 14, 2005, we received
an Act of Tax Audit from the Ministry of Finance of the Republic
of Kazakhstan against one of our wholly-owned subsidiary
branches, Parker Drilling Company International Limited, or
PDCIL, in the amount of $111.4 million. Approximately
$56.4 million was assessed for import Value Added Tax, or
VAT, administrative fines and interest on equipment imported to
perform drilling contracts, which we refer to as the VAT
Assessment. Approximately $55.0 million was assessed for
corporate income tax, individual income tax and social tax,
administrative fines and interest in connection with the
reimbursements received from PDCILs customer for the
upgrade of barge rig 257 and other issues, which we refer to as
the Income Tax Assessment. The VAT Assessment is based on an
interpretation by the Ministry of Finance that resolutions of
the Government of the Republic of Kazakhstan and the Ministry of
Finance removing import VAT exemptions should be applied
retroactively. We are contesting this assessment. In addition,
the drilling contract between PDCIL and its client provides that
the client shall reimburse PDCIL for all import and export
charges incurred in connection with importation of equipment
used to perform the contract. The Income Tax Assessment is based
on the same claim of the Ministry of Finance on which PDCIL has
prevailed in the Supreme Court of Kazakhstan on two previous
occasions. We believe that this claim is barred by the statute
of limitations and will ultimately be dismissed. However, the
ultimate outcome of these disputes is not certain, and it is
possible that the outcome could have an adverse effect on our
financial performance. It is also possible that in the future we
will be subject to similar disputes concerning taxation and
other matters in Kazakhstan and other countries in which we do
business, which disputes could have a material adverse effect on
our financial performance.
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We are subject to hazards customary for drilling
operations, which could adversely affect our financial
performance if we are not adequately indemnified or
insured. |
Substantially all of our operations are subject to hazards that
are customary for oil and gas drilling operations, including
blowouts, reservoir damage, loss of well control, cratering, oil
and gas well fires and explosions, natural disasters, pollution
and mechanical failure. Our offshore operations also are subject
to hazards inherent in marine operations, such as capsizing,
grounding, collision and damage from severe weather conditions.
Our international operations are also subject to risks of
terrorism, war, civil disturbances and other political events.
Any of these risks could result in damage to or destruction of
drilling equipment, personal injury and property damage,
suspension of operations or environmental damage. We have had
accidents in the past demonstrating some of these hazards. For
example, in June 2005, a well control incident resulted in a
fire and damage to a rig in Bangladesh, resulting in a total
loss of the drilling unit, in July 2005, we suffered damage to a
deep drilling barge rig which ran aground and overturned and in
November 2005 we sustained a well control incident in
Turkmenistan. Generally, drilling contracts provide for the
division of responsibilities between a drilling company and its
customer, and we generally obtain indemnification from our
customers by contract for some of these risks. However, the laws
of certain countries place significant limitations on the
enforceability of indemnification provisions that allow a
contractor to be indemnified for damages resulting from the
contractors fault. To the extent that we are unable to
transfer such risks to customers by contract or indemnification
agreements, we generally seek protection through insurance.
However, we are self-insured for certain losses relating to
workers compensation, employers losses relating to
workers compensation, employers liability, general
liability (for onshore liability), protection and indemnity (for
offshore liability), and property damage. For further
information, see note 12 to our consolidated financial
statements for the year ended December 31, 2004
incorporated herein by reference. There is no assurance that
such insurance or indemnification agreements will adequately
protect us against liability from all of the consequences of the
hazards and risks described above. The occurrence of an event
not fully insured or indemnified against, or the failure of a
customer or insurer to meet its indemnification or insurance
obligations, could result in substantial losses. In addition,
there can be no assurance that insurance will be available to
cover any or all of these risks, or, even if available, that
insurance premiums or other costs will not rise significantly in
the future, so as to make the
10
cost of such insurance prohibitive. For example, we are
currently unable to obtain political violence coverage at
commercially reasonable premiums for rigs while they are
operating in Nigeria.
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Government regulations and environmental risks, which
reduce our business opportunities and increase our operating
costs, might worsen in the future. |
Government regulations control and often limit access to
potential markets and impose extensive requirements concerning
employee safety, environmental protection, pollution control and
remediation of environmental contamination. Environmental
regulations, in particular, prohibit access to some markets and
make others less economical, increase equipment and personnel
costs and often impose liability without regard to negligence or
fault. In addition, governmental regulations may discourage our
customers activities, reducing demand for our products and
services. We may be liable for damages resulting from pollution
of offshore waters and, under United States regulations, must
establish financial responsibility in order to drill offshore.
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We are regularly involved in litigation, some of which may
be material. |
We are regularly involved in litigation, claims and disputes
incidental to our business, which at times involve claims for
significant monetary amounts, some of which would not be covered
by insurance. For example, in September 2005, one of our
subsidiaries was served with a lawsuit filed in the District
Court of Harris County, State of Texas on behalf of numerous
citizens of Bangladesh claiming $250 million in damages due
to various types of property damage and personal injuries,
arising as a result of two blowouts, only one of which involved
us, that occurred in Bangladesh in January and June 2005. This
case is in the very early stages of discovery and, although we
believe that we have adequate insurance coverage and other
contractual indemnities so that the resolution of this case will
not have a material adverse effect on our financial condition,
the ultimate outcome of this case cannot presently be determined.
In August 2004 we were notified that certain of our subsidiaries
have been named, along with other defendants, in several
complaints that have been filed in the Circuit Courts of the
State of Mississippi by several hundred persons that allege that
they were employed by some of the named defendants between
approximately 1965 and 1986. The complaints name as defendants
numerous other companies that are not affiliated with us,
including companies that allegedly manufactured drilling related
products containing asbestos that are the subject of the
complaints. The complaints allege that our subsidiaries and
other drilling contractors used those asbestos-containing
products in offshore drilling operations, land-based drilling
operations and in drilling structures, drilling rigs, vessels
and other equipment and assert claims based on, among other
things, negligence and strict liability and claims under the
Jones Act. Because the progress of these cases has been delayed
by procedural challenges raised by the defendants and by the
impact of Hurricane Katrina on Mississippi, we have not yet had
an opportunity to conduct sufficient discovery to determine the
number of plaintiffs, if any, that were employed by us or
otherwise have any connection with our drilling operations
during the relevant period. In addition, on March 18, 2005,
a case was filed by a single plaintiff in the Circuit Court of
Madison County, Illinois against approximately 125 defendants,
including Parker Drilling Company, alleging that the plaintiff
suffers from asbestos-related diseases, including mesothelioma,
as a result of exposure to asbestos and asbestos-containing
products. On January 13, 2006, one of our subsidiaries was
served with a petition filed in the District Court for the
Parish of Jefferson in Louisiana against more than
200 defendants by 88 plaintiffs complaining of
exposure to asbestos, chemicals, noise, and metals during their
work as Jones Act seamen. We have not yet had an opportunity to
conduct sufficient discovery to determine the number of
plaintiffs, if any, that were employed by us or otherwise have
any connection with our operations during the relevant period.
The plaintiffs in these cases seek, among other things, awards
of unspecified compensatory and punitive damages. We intend to
defend ourselves vigorously and, based on the information
available to us at this time, we do not expect the outcome of
these lawsuits to have a material adverse effect on our
financial condition, results of operations or cash flows;
however, there can be no assurance as to the ultimate outcome of
these lawsuits.
11
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Failure to retain key personnel could hurt our
operations. |
We require highly skilled and experienced personnel to provide
technical services and support for our drilling operations. As
the demand for drilling services and the size of the worldwide
rig fleet has recently increased, it has become more difficult
to retain existing personnel and shortages of qualified
personnel have arisen, which could create upward pressure on
wages and prevent us from retaining or attracting qualified
personnel in a cost-effective manner.
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Our debt instruments contain restrictive covenants that
may limit our operating flexibility. |
The indentures governing our
95/8% senior
notes and our senior floating rate notes, and the agreement
governing our senior secured credit facility, contain
significant covenants that limit our ability to engage in
various transactions. Our senior secured credit facility also
requires satisfaction of specified financial performance
criteria. In addition, under each of these documents, the
occurrence of specific events, in some cases after notice and
grace periods, would constitute an event of default permitting
acceleration of the respective indebtedness. These events
include:
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failure to comply with certain financial covenants; |
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material inaccuracies of representations and warranties; |
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specified defaults under or acceleration of other
indebtedness; and |
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events of bankruptcy or insolvency. |
The limitations imposed by our outstanding indebtedness are
substantial, and failure to comply with them could have a
material adverse effect on our business. We are in full
compliance with our debt covenants as of the date of this
prospectus.
Risks Related to Our Common Stock
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Market prices of our common stock could change
significantly. |
The market prices of our common stock may change significantly
in response to various factors and events, including the
following:
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the other risk factors described in this prospectus, including
changes in oil and gas prices; |
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a shortfall in rig utilization, operating revenue or net income
from that expected by securities analysts and investors; |
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changes in securities analysts estimates of the financial
performance of us or our competitors or the financial
performance of companies in the oilfield service industry
generally; |
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changes in actual or market expectations with respect to the
amounts of exploration and development spending by oil and gas
companies; |
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general conditions in the economy and in the oil and gas or
oilfield service industries; |
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general conditions in the securities markets; |
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political instability, terrorism or war; and |
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the outcome of pending and future legal proceedings, tax
assessments and other claims, including the outcome of our
dispute with the Ministry of Finance of the Republic of
Kazakhstan. |
Most of these factors are beyond our control.
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A hostile takeover of our company would be
difficult. |
We have adopted a stockholders rights plan. Some of the
provisions of our Restated Certificate of Incorporation and of
the Delaware General Corporation Law may make it difficult for a
hostile suitor to
12
acquire control of our company and to replace our incumbent
management. For example, our Restated Certificate of
Incorporation provides for a staggered Board of Directors and
permits the Board of Directors, without stockholder approval, to
issue additional shares of common stock or a new series of
preferred stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated herein by
reference contain statements that are forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. All statements contained in or
incorporated by reference into this prospectus, other than
statements of historical facts, are forward-looking
statements for purposes of these provisions, including any
statements regarding:
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prices and demand for oil and natural gas; |
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levels of oil and natural gas exploration and production
activities; |
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demand for contract drilling and drilling related services and
demand for rental tools; |
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our future operating results and profitability, including our
projected net income per share for 2005 and 2006; |
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our future rig utilization, dayrates and rental tool activity; |
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entering into new, or extending existing, drilling contracts and
our expectations concerning when our rigs will commence
operations under such contracts; |
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growth of the company through acquisitions of companies or
assets; |
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entering into joint venture agreements with local companies; |
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our future capital expenditures and investments in the
acquisition and refurbishment of rigs and equipment; |
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our future liquidity; |
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availability and sources of funds to reduce our debt and
expectations of when debt will be reduced; |
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future sales of our assets and the gains or losses that we may
recognize as a result of any such sales; |
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the outcome of pending and future legal proceedings, tax
assessments and other claims, including the outcome of our
dispute with the Ministry of Finance of the Republic of
Kazakhstan; |
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our recovery of insurance proceeds in respect of our damaged
assets; |
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the availability of insurance coverage and contractual
indemnification for pending legal proceedings; |
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compliance with covenants under our credit facilities; and |
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expansion and growth of our operations. |
In some cases, you can identify these statements by
forward-looking words such as anticipate,
believe, could, estimate,
expect, intend, outlook,
may, should, will and
would or similar words. Forward-looking statements
are based on certain assumptions and analyses made by our
management in light of their experience and perception of
historical trends, current conditions, expected future
developments and other factors they believe are relevant.
Although our management believes that their assumptions are
reasonable based on information currently available, those
assumptions are subject to significant risks and uncertainties,
many of which are outside of our control. The factors listed in
the Risk Factors section of this prospectus, as well
as any other cautionary language included in or incorporated by
reference into this prospectus, provide examples of risks,
uncertainties and events that may cause our
13
actual results to differ materially from the expectations we
describe in our forward-looking statements. Each forward-looking
statement speaks only as of the date of this prospectus, and we
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. Before you decide to
invest in our securities, you should be aware that the
occurrence of the events described in these risk factors and
elsewhere in this prospectus and the documents incorporated by
reference herein could have a material adverse effect on our
business, results of operations and financial condition.
USE OF PROCEEDS
Unless otherwise provided in a prospectus supplement, we will
use the net proceeds from the sale of the securities offered by
this prospectus and any prospectus supplement for our general
corporate purposes, which may include repayment of indebtedness,
additions to our working capital and capital expenditures.
DESCRIPTION OF OUR CAPITAL STOCK
Common Stock
As of December 31, 2005, our authorized capital stock
included 140,000,000 shares of common stock, par value
$0.162/3
per share, of which 97,826,162 shares were outstanding.
Holders of common stock may not cumulate their votes in
elections of directors, and holders have no preemptive rights to
acquire any shares of our capital stock or any securities
convertible into or exchangeable for any such shares. Holders of
common stock may vote one vote for each share held on all
matters voted upon by our stockholders, including the election
of our directors.
Subject to the rights of any then outstanding shares of
preferred stock, the holders of common stock may receive such
dividends as our Board of Directors may declare in its
discretion out of legally available funds. No dividends have
been paid on our common stock since February 1987. Our existing
credit agreement and the indentures governing our
95/8% senior
notes and our senior floating rate notes contain provisions that
restrict the payment of dividends. We have no present intention
to pay dividends on our common stock in the foreseeable future.
Holders of common stock will share equally in our assets upon
liquidation after payment or provision for all liabilities and
any preferential liquidation rights of any preferred stock then
outstanding.
Shares of common stock are not subject to any redemption
provisions and are not convertible into any of our other
securities.
All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we issue will also
be fully paid and non-assessable.
Preferred Stock
As of December 31, 2005, our authorized capital stock
included 1,942,000 shares of preferred stock, par value
$1.00 per share, none of which were outstanding. Holders of
preferred stock may not cumulate their votes in elections of
directors, and holders have no preemptive rights to acquire any
shares of our capital stock or any securities convertible into
or exchangeable for any such shares.
We may issue preferred stock from time to time in one or more
series. Subject to the provisions of our Restated Certificate of
Incorporation and limitations prescribed by law, our Board of
Directors may adopt resolutions to issue the shares of preferred
stock constituting any series, to fix the number of shares of
the series and to establish the designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including
dividend rights (including whether dividends are cumulative),
dividend rates, terms of redemption (including sinking fund
14
provisions), redemption prices, conversion or exchange rights
and liquidation preferences of the shares of the series, in each
case without any further action or vote by our stockholders.
Generally, holders of preferred stock may vote one vote for each
share held on all matters voted upon by our stockholders,
including the election of our directors, and holders of all
series of preferred stock will vote together with holders of
common stock as one class. If dividends on preferred stock are
in arrears for six quarters or a sinking fund obligation with
respect to the preferred stock has been in default for one year,
then, at any ensuing annual meeting of our stockholders, holders
of preferred stock, voting separately as a class without regard
to series, may elect two directors. This special voting right
will continue until all dividend arrearages and sinking fund
defaults have been cured, and while this special voting right
persists, holders of preferred stock will be entitled to
participate with holders of common stock in the election of any
other directors.
A vote of the holders of at least two-thirds of the preferred
stock then outstanding, acting as a class without regard to
series, is required to approve any amendment to our Restated
Certificate of Incorporation altering materially any existing
provision of the preferred stock.
Undesignated preferred stock may enable our Board of Directors
to render more difficult or to discourage an attempt to obtain
control of us by means of a tender offer, proxy contest, merger
or otherwise, and to thereby protect the continuity of our
management. The issuance of shares of a new series of preferred
stock may adversely affect the rights of the holders of our
common stock. For example, any new series of preferred stock
issued will rank prior to our common stock as to dividend
rights, liquidation preference or both and may be convertible
into shares of common stock. As a result, the issuance of shares
of a new series of preferred stock may discourage bids for our
common stock or may otherwise adversely affect the market price
of our common stock.
PLAN OF DISTRIBUTION
We may sell the securities from time to time as follows:
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through agents; |
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to dealers or underwriters for resale; |
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directly to purchasers; or |
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through a combination of any of these methods of sale. |
In addition, we may issue the securities as a dividend or
distribution or in a subscription rights offering to our
existing security holders. In some cases, we or dealers acting
with us or on our behalf may also purchase securities and
reoffer them to the public by one or more of the methods
described above. This prospectus may be used in connection with
any offering of our securities through any of these methods or
other methods described in the applicable prospectus supplement.
The securities we distribute by any of these methods may be sold
to the public, in one or more transactions, either:
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at a fixed price or prices, which may be changed; |
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at market prices prevailing at the time of sale; |
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at prices related to prevailing market prices; or |
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at negotiated prices. |
We may solicit offers to purchase securities directly from the
public from time to time. We may also designate agents from time
to time to solicit offers to purchase securities from the public
on our behalf. If required, the prospectus supplement relating
to any particular offering of securities will name any agents
designated to solicit offers, and will include information about
any commissions we may pay the agents, in that offering. Agents
may be deemed to be underwriters as that term is
defined in the Securities Act.
15
From time to time, we may sell securities to one or more dealers
acting as principals. The dealers, who may be deemed to be
underwriters as that term is defined in the
Securities Act, may then resell those securities to the public.
We may sell securities from time to time to one or more
underwriters, who would purchase the securities as principal for
resale to the public, either on a firm-commitment or
best-efforts basis. If we sell securities to underwriters, we
may execute an underwriting agreement with them at the time of
sale and will name them in the applicable prospectus supplement.
In connection with those sales, underwriters may be deemed to
have received compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of the securities for whom they may act as agents.
Underwriters may resell the securities to or through dealers,
and those dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters
and/or commissions from purchasers for whom they may act as
agents. The applicable prospectus supplement will include any
required information about underwriting compensation we pay to
underwriters, and any discounts, concessions or commissions
underwriters allow to participating dealers, in connection with
an offering of securities.
If we offer securities in a subscription rights offering to our
existing security holders, we may enter into a standby
underwriting agreement with dealers, acting as standby
underwriters. We may pay the standby underwriters a commitment
fee for the securities they commit to purchase on a standby
basis. If we do not enter into a standby underwriting
arrangement, we may retain a dealer-manager to manage a
subscription rights offering for us.
We may authorize underwriters, dealers and agents to solicit
from third parties offers to purchase securities under contracts
providing for payment and delivery on future dates. The
applicable prospectus supplement will describe the material
terms of these contracts, including any conditions to the
purchasers obligations, and will include any required
information about commissions we may pay for soliciting these
contracts.
Underwriters, dealers, agents and other persons may be entitled,
under agreements that they may enter into with us, to
indemnification by us against certain liabilities, including
liabilities under the Securities Act.
In connection with an offering, the underwriters may purchase
and sell securities in the open market. These transactions may
include short sales, stabilizing transactions and purchases to
cover positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of securities than
they are required to purchase in an offering. Stabilizing
transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price
of the securities while an offering is in progress.
The underwriters also may impose a penalty bid. This occurs when
a particular underwriter repays to the underwriters a portion of
the underwriting discount received by it because the
underwriters have repurchased securities sold by or for the
account of that underwriter in stabilizing or short-covering
transactions.
These activities by the underwriters may stabilize, maintain or
otherwise affect the market price of the securities. As a
result, the price of the securities may be higher than the price
that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on
an exchange or automated quotation system, if the securities are
listed on that exchange or admitted for trading on that
automated quotation system, or in the
over-the-counter market
or otherwise.
The underwriters, dealers and agents, as well as their
associates, may be customers of or lenders to, and may engage in
transactions with and perform services for, Parker Drilling
Company and its subsidiaries in the ordinary course of business.
16
VALIDITY OF THE SECURITIES
In connection with the particular offering of the securities in
the future, and if stated in the applicable prospectus
supplements, the validity of those securities may be passed upon
for Parker Drilling Company by Bracewell & Giuliani
LLP, Houston, Texas, and for any underwriters or agents by
counsel named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements and managements
assessment of the effectiveness of internal control over
financial reporting (which is included in Managements
Report on Internal Control over Financial Reporting)
incorporated in this prospectus by reference to the Annual
Report on
Form 10-K for the
year ended December 31, 2004, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
With respect to the unaudited consolidated condensed financial
information of Parker Drilling Company for the three-month
periods ending March 31, 2005 and 2004, the three and
six-month periods ended June 30, 2005 and 2004 and the
three and nine-month periods ended September 30, 2005 and
2004, incorporated by reference in this prospectus,
PricewaterhouseCoopers LLP reported that they have applied
limited procedures in accordance with professional standards for
a review of such information. However, their separate reports
dated May 6, 2005, August 8, 2005 and November 7,
2005, incorporated by reference herein, state that they did not
audit and they do not express an opinion on that unaudited
consolidated condensed financial information. Accordingly, the
degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers LLP is not subject to
the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited consolidated
condensed financial information because those reports are not a
report or a part of the registration
statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Securities
Act.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14. |
Other Expenses of Issuance and Distribution |
The following is a statement of the expenses (all of which are
estimates) to be incurred by Parker Drilling Company:
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Amount to be paid | |
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SEC registration fee
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$ |
* |
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Legal fees and expenses
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150,000 |
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Accounting fees and expenses
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150,000 |
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Printing fees
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20,000 |
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Miscellaneous
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20,000 |
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Total
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$ |
340,000 |
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* |
May be deferred pursuant to Rule 456(b) and calculated in
accordance with the offering of securities under this
registration statement pursuant to Rule 457(r). |
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Item 15. |
Indemnification of Directors and Officers |
Section 145 of the General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that such person is or was a director, officer,
employee or agent of such corporation or is or was serving at
the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnity may include expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe such persons conduct was unlawful. A Delaware
corporation may indemnify directors, officers, employees and
other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the
corporation. Where a director, officer, employee or agent of the
corporation is successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to above or
in defense of any claim, issue or matter therein, the
corporation must indemnify such person against the expenses
(including attorneys fees) which he or she actually and
reasonably incurred in connection therewith.
The By-laws of Parker Drilling Company contains provisions that
provide for indemnification of officers and directors to the
fullest extent permitted by, and in the manner permissible
under, the General Corporation Law of the State of Delaware.
As permitted by Section 102(b)(7) of the General
Corporation Law of the State of Delaware, Parker Drilling
Companys Certificate of Incorporation contains a provision
eliminating the personal liability of a director to Parker
Drilling Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, subject to certain
exceptions.
Parker Drilling Company has entered into indemnification
agreements with certain of its officers and directors that
provide for indemnification of such officers and directors to
the fullest extent permitted by, and in the manner permissible
under, the General Corporation Law of the State of Delaware.
II-1
Parker Drilling Company maintains policies insuring its officers
and directors against certain civil liabilities, including
liabilities under the Securities Act.
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Exhibit |
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Number |
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Description |
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1 |
.1* |
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Form of Underwriting Agreement |
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4 |
.1 |
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Rights Agreement, dated as of July 14, 1998, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated by reference to Exhibit I to the
Companys Registration Statement on Form 8-A dated
January 19, 1999) |
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4 |
.2 |
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Amendment No. 1 to the Rights Agreement dated as of
September 22, 1998 (incorporated by reference to
Exhibit 4.3 to the Companys Registration Statement on
Form S-3 dated May 8, 2000) |
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4 |
.3 |
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Indenture dated as of October 10, 2003, between the
Company, as issuer, certain Subsidiary Guarantors (as defined
therein) and JPMorgan Chase Bank, as Trustee, respecting the
9.625% Senior Notes due 2013 (incorporated by reference to
the Companys S-4 Registration Statement No. 333-110374
dated November 10, 2003). |
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4 |
.4 |
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Indenture dated as of September 2, 2004, between the
Company and JP Morgan Chase Bank, as trustee, respecting the
$150.0 million Senior Floating Rate Notes due 2010
(incorporated by reference to Exhibit 10.1 to the
Companys Form 8-K, dated September 7, 2004). |
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4 |
.5 |
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Credit Agreement dated as of December 20, 2004 among the
Company, certain banks parties thereto as lenders, Lehman
Brothers, Inc., as the arranger, Bank of America N.A., as the
syndication agent and Lehman Commercial Paper, Inc., as
administrative agent, respecting the $40.0 million credit
agreement that expires December 20, 2007 (incorporated by
reference to Exhibit 99 to the Companys
Form 8-K, dated December 27, 2004). |
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5 |
.1** |
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Validity Opinion of Bracewell & Giuliani LLP |
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15 |
.1** |
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Letter regarding Unaudited Interim Financial Information |
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23 |
.1** |
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Consent of PricewaterhouseCoopers LLP |
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23 |
.2 |
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Consent of Bracewell & Giuliani LLP (included in their
opinion filed as Exhibit 5.1) |
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24 |
.1 |
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Powers of attorney (set forth on the signature pages hereto) |
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* |
To be filed as an exhibit to a Current Report on
Form 8-K and
incorporated herein by reference. |
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** |
Filed herewith. |
The undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; |
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information in the 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 Commission 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; |
II-2
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; |
Provided, however, that paragraphs (i),
(ii) and (iii) of this section do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
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.
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.
That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
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(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and |
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(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date. |
That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: each undersigned registrant
undertakes that in a primary offering of securities of an
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
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(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424; |
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(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by an undersigned registrant; |
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(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
an undersigned registrant or its securities provided by or on
behalf of an undersigned registrant; and |
II-3
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(iv) Any other communication that is an offer in the
offering made by an undersigned registrant to the purchaser. |
(b) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrants
annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(e) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of
Rule 14a-3 or
Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on the 17th day of January,
2006.
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By: |
/s/ W. Kirk Brassfield
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Title: |
Senior Vice President |
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and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the individuals whose
signatures appears below hereby constitute and appoint Robert L.
Parker Jr. and W. Kirk Brassfield, and each of them, his or her
true and lawful
attorney-in-fact and
agents, with full and several power of substitution and
resubstitution, for him or her in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said
attorneys-in-fact and
agents, and each of them full power and authority to do and
perform each and every act and thing requisite and necessary to
be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact
and agents or any of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities indicated on
January 17, 2006.
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Signature |
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Title |
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/s/ Robert L. Parker
Robert L. Parker |
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Chairman of the Board |
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/s/ Robert L. Parker
Jr.
Robert L. Parker Jr. |
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Director, President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ W. Kirk Brassfield
W. Kirk Brassfield |
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
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/s/ James W. Whalen
James W. Whalen |
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Vice Chairman of the Board |
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/s/ R. Rudolph
Reinfrank
R. Rudolph Reinfrank |
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Director |
II-5
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Signature |
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Title |
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John W. Gibson, Jr. |
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Director |
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/s/ Robert E.
McKee III
Robert E. McKee III |
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Director |
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Robert M. Gates |
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Director |
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/s/ Roger B. Plank
Roger B. Plank |
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Director |
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George T. Donnelly |
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Director |
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Robert W. Goldman |
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Director |
II-6
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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1 |
.1* |
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Form of Underwriting Agreement |
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4 |
.1 |
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Rights Agreement, dated as of July 14, 1998, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated by reference to Exhibit I to the
Companys Registration Statement on Form 8-A dated
January 19, 1999) |
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4 |
.2 |
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Amendment No. 1 to the Rights Agreement dated as of
September 22, 1998 (incorporated by reference to
Exhibit 4.3 to the Companys Registration Statement on
Form S-3 dated May 8, 2000) |
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4 |
.3 |
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Indenture dated as of October 10, 2003, between the
Company, as issuer, certain Subsidiary Guarantors (as defined
therein) and JPMorgan Chase Bank, as Trustee, respecting the
9.625% Senior Notes due 2013 (incorporated by reference to
the Companys S-4 Registration Statement No. 333-110374
dated November 10, 2003). |
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4 |
.4 |
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Indenture dated as of September 2, 2004, between the
Company and JP Morgan Chase Bank, as trustee, respecting the
$150.0 million Senior Floating Rate Notes due 2010
(incorporated by reference to Exhibit 10.1 to the
Companys Form 8-K, dated September 7, 2004). |
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4 |
.5 |
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Credit Agreement dated as of December 20, 2004 among the
Company, certain banks parties thereto as lenders, Lehman
Brothers, Inc., as the arranger, Bank of America N.A., as the
syndication agent and Lehman Commercial Paper, Inc., as
administrative agent, respecting the $40.0 million credit
agreement that expires December 20, 2007 (incorporated by
reference to Exhibit 99 to the Companys
Form 8-K, dated December 27, 2004). |
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5 |
.1** |
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Validity Opinion of Bracewell & Giuliani LLP |
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15 |
.1** |
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Letter regarding Unaudited Interim Financial Information |
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23 |
.1** |
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Consent of PricewaterhouseCoopers LLP |
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23 |
.2 |
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Consent of Bracewell & Giuliani LLP (included in their
opinion filed as Exhibit 5.1) |
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24 |
.1 |
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Powers of attorney (set forth on the signature pages hereto) |
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* |
To be filed as an exhibit to a Current Report on
Form 8-K and
incorporated herein by reference. |
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** |
Filed herewith. |