4//SEC Filing
POOL ENERGY SERVICES CO 4
Accession 0000950172-99-001752
CIK 0000842815operating
Filed
Dec 9, 7:00 PM ET
Accepted
—
Size
17.4 KB
Accession
0000950172-99-001752
Insider Transaction Report
Form 4
No transactions or holdings reported in this filing.
Footnotes (4)
- [1]SHARES ACQUIRED IN A MERGER (THE "MERGER") BETWEEN A WHOLLY-OWNED SUBSIDIARY ("MERGER SUB") OF THE REPORTING PERSON AND THE ISSUER PURSUANT TO AN AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF JANUARY 10, 1999, AS AMENDED, BY AND AMONG THE REPORTING PERSON, MERGER SUB AND THE ISSUER. PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, EACH SHARE OF COMMON STOCK, WITHOUT PAR VALUE, OF THE ISSUER ("ISSUER COMMON STOCK") ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME OF THE MERGER, OTHER THAN SHARES HELD IN THE TREASURY OF THE ISSUER, WHICH WERE CANCELLED, AND SHARES HELD BY THE REPORTING PERSON AND ITS SUBSIDIARIES WHICH REMAINED OUTSTANDING AND WERE UNAFFECTED BY THE MERGER, WAS CONVERTED INTO THE RIGHT TO RECEIVE 1.025 SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE, OF THE REPORTING PERSON ("REPORTING PERSON COMMON STOCK") AND WAS CANCELLED AND CEASED TO BE OUTSTANDING. THE ISSUER WAS THE SURVIVING CORPORATION IN THE MERGER. AS A RESULT OF THE MERGER, THE ISSUER IS 100% OWNED BY THE REPORTING PERSON AND NABORS ALASKA DRILLING, INC. ("NADI"), A WHOLLY-OWNED SUBSIDIARY OF THE REPORTING PERSON. CASH WAS PAID IN LIEU OF FRACTIONAL SHARES IN THE MERGER. SUCH NUMBER OF FRACTIONAL SHARES IS NOT KNOWN AS OF THE DATE HEREOF BUT IN NO EVENT WILL EXCEED 2,000 SHARES IN THE AGGREGATE.
- [2]FOLLOWING THE EFFECTIVE TIME OF THE MERGER, THE ISSUER WAS REINCORPORATED IN DELAWARE PURSUANT TO A MERGER WITH AND INTO NABORS HOLDING COMPANY, A WHOLLY-OWNED SUBSIDIARY OF THE REPORTING PERSON. NABORS HOLDING COMPANY WAS THE SURVIVING CORPORATION IN SUCH MERGER. PURSUANT TO THE TERMS OF SUCH MERGER, NABORS HOLDING COMPANY, AS THE SURVIVING CORPORATION, HAS AN AUTHORIZED CAPITAL STOCK CONSISTING OF 1,000 COMMON SHARES, PAR VALUE $.10 PER SHARE. THE REPORTING PERSON IS THE BENEFICIAL OWNER OF ALL 1,000 SHARES, 102.91 OF WHICH ARE HELD INDIRECTLY THROUGH NADI.
- [3]PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, EACH HOLDER OF AN OUTSTANDING OPTION TO PURCHASE ISSUER COMMON STOCK COULD ELECT TO HAVE SUCH OPTIONS EXCHANGED FOR OPTIONS TO PURCHASE A NUMBER OF SHARES OF REPORTING PERSON COMMON STOCK EQUAL TO THE PRODUCT OF THE NUMBER OF SHARES OF ISSUER COMMON STOCK COVERED BY SUCH OPTIONS IMMEDIATELY PRIOR TO THE EFFECTIVE TIME OF THE MERGER MULTIPLIED BY 1.025. HOLDERS OF OPTIONS TO PURCHASE 149,774 SHARES OF ISSUER COMMON STOCK ELECTED THIS ALTERNATIVE AND THE REPORTING PERSON ISSUED OPTIONS TO PURCHASE 153,519 SHARES OF REPORTING PERSON COMMON STOCK PURSUANT TO SUCH EXCHANGES. ALTERNATIVELY, HOLDERS OF OUTSTANDING OPTIONS TO PURCHASE ISSUER COMMON STOCK COULD ELECT TO RECEIVE CASH IN EXCHANGE FOR FULL CANCELLATION OF SUCH OPTIONS. HOLDERS OF OPTIONS TO PURCHASE 1,111,461 SHARES OF ISSUER COMMON STOCK ELECTED THIS ALTERNATIVE AND THE REPORTING PERSON PAID APPROXIMATELY $17.7 MILLION IN CASH IN THE AGGREGATE IN EXCHANGE FOR THE FULL CANCELLATION OF SUCH OPTIONS.
- [4]THE EXERCISE PRICE OF THE OPTIONS TO PURCHASE ISSUER COMMON STOCK ACQUIRED IN THE MERGER RANGED FROM $6.22 TO $31.04. ** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL NABORS INDUSTRIES, INC. CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A). /S/ ANTHONY G. PETRELLO DECEMBER 10, 1999 -------------------------------- --------------------- **
Documents
Issuer
POOL ENERGY SERVICES CO
CIK 0000842815
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000842815
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Size
- 17.4 KB