AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002
REGISTRATION NO. 333-40302
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
<Table>
DELAWARE 5847 SAN FELIPE, SUITE 3300 76-0069030
(State or other jurisdiction of HOUSTON, TEXAS 77057 (I.R.S. Employer
incorporation or organization) (713) 789-1400 Identification No.)
(Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
</Table>
ROBERT W. RANDALL
VICE PRESIDENT AND GENERAL COUNSEL
PRIDE INTERNATIONAL, INC.
5847 SAN FELIPE, SUITE 3300
HOUSTON, TEXAS 77057
(713) 789-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
L. PROCTOR THOMAS
BAKER BOTTS L.L.P.
3000 ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
(713) 229-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act by Pride International, Inc., a Delaware corporation ("Pride" or
the "Company"), as successor to Pride International, Inc., a Louisiana
corporation ("Old Pride"). Pride hereby expressly adopts the Registration
Statement of Old Pride on Form S-3 (Registration No. 333-40302) as its own
Registration Statement for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
[PRIDE INTERNATIONAL INC. LOGO]
PRIDE INTERNATIONAL, INC.
DIRECT STOCK PURCHASE PLAN
The Pride International, Inc. Direct Stock Purchase Plan provides a
convenient way for you to purchase shares of our common stock without paying any
brokerage commissions or service charges. The plan promotes long-term ownership
in our common stock by offering:
- the opportunity to purchase additional shares by making investments of at
least $500 for any single investment, up to a maximum of $10,000 per
month. In limited circumstances, we may permit greater investments.
- a feature that allows you to deposit certificates representing our common
stock into the plan for safekeeping.
- a simple way to purchase our common stock by reinvesting any cash
dividends we may pay in the future.
The plan also provides us with a means of raising additional capital through the
direct sale of our common stock. WE HAVE NEVER PAID CASH DIVIDENDS ON OUR COMMON
STOCK, AND WE DO NOT EXPECT TO PAY ANY SUCH DIVIDENDS IN THE FUTURE.
ACCORDINGLY, UNTIL WE MODIFY OUR POLICY OF NOT PAYING DIVIDENDS, THE PROVISIONS
OF THE PLAN WILL APPLY ONLY TO THE OPTIONAL CASH INVESTMENT FEATURE. WE CAUTION
YOU THAT THE EXISTENCE OF THE PLAN IN NO WAY IMPLIES THAT WE WILL MODIFY OUR
CURRENT DIVIDEND POLICY.
You do not have to be a current stockholder to participate in the plan. You
can purchase your first shares of our common stock by making an initial
investment of not less than $1,000 and not more than $10,000. In limited
circumstances, we may permit greater initial investments. In some states, shares
of our common stock that are offered under the plan to persons who are not
currently record holders of our common stock may be offered only through a
registered broker-dealer.
This prospectus relates to 1,122,003 shares of our common stock, par value
$0.01 per share, together with the associated preferred share purchase rights,
offered for purchase under the plan. Our common stock is listed on the New York
Stock Exchange under the symbol "PDE." You should read this prospectus carefully
and retain it for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is April , 2002.
TABLE OF CONTENTS
<Table>
About Pride International, Inc. ............................ 3
Summary of the Plan......................................... 3
Administration of the Plan.................................. 4
Telephone Numbers and Mailing Address....................... 4
Risk Factors................................................ 4
Enrollment.................................................. 4
Investments................................................. 5
Purchase of Shares.......................................... 9
Sale of Shares.............................................. 10
Safekeeping of Certificates................................. 10
Gifts or Transfers of Shares................................ 11
Issuance of Certificates.................................... 11
Statements of Account....................................... 11
Termination of Participation................................ 12
Other Information........................................... 12
Certain Federal Income Tax Consequences..................... 13
Interpretation of the Plan.................................. 14
Use of Proceeds............................................. 14
Plan of Distribution........................................ 14
Validity of the Securities.................................. 15
Experts..................................................... 15
Where You Can Find More Information......................... 15
Appendix I -- Investments Pursuant to Requests for Waiver... A-1
Appendix II -- Closing of U.S. Equity Markets............... A-2
</Table>
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YOU SHOULD RELY ONLY ON THE INFORMATION WE HAVE PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANY PERSON (INCLUDING ANY
SALESMAN OR BROKER) TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. WE
ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER
IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE ON THE FRONT OF THE DOCUMENT AND THAT ANY
INFORMATION WE HAVE INCORPORATED BY REFERENCE IS ACCURATE ONLY AS OF THE DATE OF
THE DOCUMENT INCORPORATED BY REFERENCE.
2
ABOUT PRIDE INTERNATIONAL, INC.
We are a leading international provider of contract drilling and related
services, operating both offshore and on land. As of March 15, 2002, we operated
a global fleet of 328 rigs, including two ultra-deepwater drillships, 12
semisubmersible rigs, 35 jackup rigs, 29 tender-assisted, barge and platform
rigs and 250 land-based drilling and workover rigs. We operate in more than 30
countries and marine provinces. We are a Delaware corporation with our principal
executive offices located at 5847 San Felipe, Suite 3300, Houston, Texas 77057.
Our telephone number at such address is (713) 789-1400.
SUMMARY OF THE PLAN
- - ENROLLMENT. An interested investor who does not already own shares of our
common stock may enroll in the plan by making an initial investment of at
least $1,000 and submitting a completed Enrollment Form. You may obtain an
Enrollment Form by contacting the administrator of the plan, American Stock
Transfer & Trust Company, as described under "Telephone Numbers and Mailing
Address" below. Current stockholders may participate in the plan by submitting
a completed Enrollment Form. If your shares of our common stock are held in a
brokerage account, you may participate directly by registering some or all of
those shares in your name or by making arrangements with the broker, bank or
other intermediary account to participate on your behalf.
- - INVESTMENTS. You may invest additional funds in our common stock through
investments of at least $500 for any single investment up to $10,000 per
month. You may make such investments occasionally or at regular intervals, as
you desire. Investments in excess of $10,000 per month may be made only in
accordance with the procedures described in "Investments Over Maximum Monthly
Amount" under "Investments" below, including the submission of a Request for
Waiver to us, and require our written approval, which we may grant or refuse
to grant in our sole discretion. Investments will be fully invested in our
common stock through the purchase of whole shares and fractional shares.
- - REINVESTMENT OF DIVIDENDS. If we pay any cash dividends on our common stock,
you may elect to have those dividends automatically reinvested toward the
purchase of additional shares of our common stock without paying any fees. You
also will have the option of receiving any such dividends on the shares held
in your account under the plan. WE HAVE NEVER PAID CASH DIVIDENDS ON OUR
COMMON STOCK, AND WE DO NOT EXPECT TO PAY ANY SUCH DIVIDENDS IN THE FUTURE.
ACCORDINGLY, UNTIL WE MODIFY OUR POLICY OF NOT PAYING DIVIDENDS, THE
PROVISIONS OF THE PLAN WILL APPLY ONLY TO THE OPTIONAL CASH INVESTMENT
FEATURE.
- - SAFEKEEPING OF CERTIFICATES. The plan offers a safekeeping service whereby
you may deposit certificates representing our common stock held in certificate
form into the plan. You can select this service without participating in any
other feature of the plan. The safekeeping service is free of any service
charges.
- - GIFTS OR TRANSFER OF SHARES. You may direct us to transfer all or a portion
of the shares of our common stock credited to your account to another person,
whether or not the transferee is a participant in the plan. There is no cost
for this service, and it is available for all shares held in the plan,
including shares deposited into the plan for safekeeping.
- - SALE OF SHARES. You may sell through the plan shares of our common stock
credited to your account, including those shares deposited into the plan for
safekeeping. A nominal brokerage commission and any required tax withholdings
or transfer taxes will be deducted from the proceeds that you receive from the
sale.
- - STATEMENT OF ACCOUNT. You will receive a statement for each month during
which you make investments under the plan. All participants in the plan will
receive an annual statement of account.
- - FEES. You will not be charged any fees for the purchase of shares through
your account. A nominal brokerage commission will be deducted from the
proceeds of any sale of shares credited to your account. The current
commission is $0.04 per share. We will pay all other administrative costs of
the plan.
3
ADMINISTRATION OF THE PLAN
American Stock Transfer & Trust Company, our transfer agent and registrar,
serves as administrator of the plan. Its responsibilities include:
- receiving investments
- maintaining records
- issuing statements of account and
- performing other duties required by the plan
The administrator holds shares of our common stock purchased under, or
deposited for safekeeping into, the plan and credited to participants' accounts
in the administrator's name or the name of its nominee. If we determine that the
source of the shares of common stock needed to meet the requirements of the plan
will be shares purchased in the open market (rather than newly issued shares),
as described under "Purchase of Shares" below, the administrator will forward
funds to be used to make such open-market purchases to an independent agent that
we have selected. The independent agent is responsible for purchasing and
selling shares of our common stock in the open market for participants' accounts
in accordance with the plan. You may contact the administrator as detailed
below.
TELEPHONE NUMBERS AND MAILING ADDRESS
You may obtain information about the plan and mail written requests and
investments to the administrator as follows:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
Toll-free telephone: (800) 278-4353
Facsimile: (718) 234-1440
For website and facsimile information relating to investments pursuant to
Requests for Waiver, please read "Investments Over Maximum Monthly Amount" under
"Investments" below.
Please include your taxpayer identification number (social security number)
and, after receipt, your stockholder account number on all checks and money
orders and on all correspondence, as well as a daytime telephone number where
you may be contacted during normal working hours.
RISK FACTORS
In considering whether to purchase our common stock, you should carefully
consider all the information we have included or incorporated by reference in
this prospectus. In particular, you should carefully consider the risk factors
regarding our business described in our most recent annual report on Form 10-K.
We cannot assure you of a profit or protect you against a loss on the shares of
our common stock that you purchase or sell under the plan.
ENROLLMENT
You are eligible to participate in the plan if you meet the requirements
outlined below. If you are a citizen or resident of a country other than the
United States, you must first determine that participating will not violate
local laws applicable to us, the plan and you as a participant.
4
If you do not currently own any shares of our common stock, you may join
the plan after receiving a copy of this prospectus and returning to the
administrator a completed Enrollment Form along with your initial investment of
at least $1,000. Any initial investment greater than $10,000 will require your
submitting a Request for Waiver to us and your receiving our prior approval, and
must be made in accordance with the procedures described in "Investments Over
Maximum Monthly Amount" under "Investments" below. Some state securities laws
require that a registered broker-dealer send information to their residents. A
registered broker-dealer will forward this prospectus and the Enrollment Form to
residents of those states rather than the administrator's providing that
information directly to those residents.
If you already own shares of our common stock and those shares are
registered in your name, you may join the plan after receiving a copy of this
prospectus and returning a completed Enrollment Form. Registered stockholders
should be sure to sign their names on the Enrollment Form exactly as they appear
on their stock certificates.
If you hold your shares of our common stock in a brokerage, bank or other
intermediary account -- that is, in "street name" -- you may participate in the
plan by instructing your broker, bank or other intermediary account to register
the shares in your name or by making arrangements with the broker, bank or other
intermediary account to participate on your behalf. The broker, bank or other
intermediary account may also be required to provide a Broker and Nominee Form
to the administrator. As another option, you may request a copy of this
prospectus from the administrator and return a completed Enrollment Form along
with an initial investment of at least $1,000 to the administrator.
INVESTMENTS
To purchase shares, you must invest at least $500 at any one time (at least
$1,000 for an initial investment if you are not already a stockholder) but
cannot invest more than $10,000 per month, except as described below under
"Investments Over Maximum Monthly Amount." Any investment of less than $500
($1,000 for an initial investment by an investor who is not a stockholder) and
the portion of any investment or investments totaling more than $10,000 per
month, except for investments made pursuant to Requests for Waiver, will be
returned without interest. You have no obligation to make any investments under
the plan.
TIMING OF INVESTMENTS
An "investment date" for investments will occur once each month and will be
determined solely at our discretion, although we expect that the investment date
for each month will be the last business day of the month. The administrator
must receive investments, other than investments made pursuant to Requests for
Waiver, no later than three business days before an investment date for those
investments to be invested in our common stock beginning on that investment
date. Otherwise, the administrator may hold those funds and invest them
beginning on the next investment date. Investments made pursuant to Requests for
Waiver must be made at the times and in accordance with the procedures described
in "Investments Over Maximum Monthly Amount" below.
If we pay any cash dividends, dividend payments that you have designated
for reinvestment will be invested on the relevant dividend payment date.
The attached Appendix I provides a list of important dates that are
applicable to investments made pursuant to Requests for Waiver. Investment dates
are provided through December 31, 2003. The attached Appendix II provides the
dates upon which the United States equity markets are closed, through December
31, 2003.
METHOD OF PAYMENT
Check or Money Order. You may make investments (other than investments
made pursuant to Requests for Waiver) during any month by check or money order
for U.S. dollars made payable to Pride
5
International, Inc. You should send your payments to the administrator together
with the tear-off investment form attached to each account statement or, if
making an investment while enrolling, with the Enrollment Form. Please do not
send cash. Third-party checks are not permitted.
Other. Other forms of payment, such as wire transfers, may be made, but
only if the administrator provides advance approval. You should direct any
inquiries regarding other forms of payment to the administrator.
PENDING INVESTMENTS
Pending investments will be credited to your account and held in a trust
account that will be separate from any of our other funds or monies. Any such
investments that are not invested in our common stock within 45 days of receipt
will be promptly returned to you. No interest will be paid on funds held by the
administrator pending investment.
RETURNED CHECKS
If any check is returned unpaid for any reason, we will consider the
request for investment of such funds null and void. Returned checks will result
in a charge of $20 to you. We also are entitled to remove from the participant's
account any shares purchased upon the prior credit of such funds. We thereupon
will be entitled to sell those shares to satisfy any uncollected amount. If the
net proceeds of such sale are insufficient to satisfy the balance of such
uncollected amount, we will, in addition to any other rights we may have, be
entitled to sell such additional shares from the participant's account as
necessary to satisfy the uncollected balance.
INVESTMENTS OVER MAXIMUM MONTHLY AMOUNT
Investments in excess of $10,000 per month (including any initial
investments in excess of $10,000) may be made only with our approval by
investors that submit Requests for Waiver in accordance with the procedure
described under "Submission of Requests for Waiver" below. Any investor
interested in submitting a Request for Waiver that is not already a plan
participant must submit a completed Enrollment Form to the administrator.
WE HAVE SOLE DISCRETION TO ACCEPT OR REJECT ANY INVESTMENT MADE PURSUANT TO
A REQUEST FOR WAIVER. In deciding whether to accept or reject any such
investment, we will consider relevant factors, including:
- whether the plan is then purchasing newly issued shares of our common
stock or is purchasing shares of our common stock through open market
purchases
- our need for additional funds
- the attractiveness of obtaining those funds through the sale of our
common stock under the plan in comparison to other sources of funds
- the purchase price likely to apply to any sale of our common stock under
the plan
- the party submitting the request, including the extent and nature of that
party's prior participation in the plan and the number of shares that
party holds of record
- the discount proposals submitted pursuant to the Requests for Waiver and
- the aggregate amount of investments for which Requests for Waiver have
been submitted for the month
If Requests for Waiver are submitted for any investment date for a total
amount greater than the amount we are then willing to accept, we may honor any,
all or none of those requests on any basis that we, in our sole discretion,
consider appropriate.
SUBMISSION OF REQUESTS FOR WAIVER. We maintain a website at
http://www.prideinternational.com, which will contain information on whether we
will accept investments pursuant to Requests for Waiver in
6
the current month. The website will also contain a form for submitting a Request
for Waiver via electronic mail through the website. In addition, we will accept
requests for waiver via facsimile at (713) 789-1430, Attention: Chief Financial
Officer.
We must receive Requests for Waiver between 8:00 a.m. (all times are
eastern) on the third business day before the first day of the pricing period
for the relevant investment date, and 10:00 a.m. on the second business day
before the first day of such pricing period. Each Request for Waiver must
include, in addition to certain investor information and the dollar amount that
the investor wishes to invest, a "discount proposal" specifying the waiver
discount that the investor proposes to be applicable to its investment. For
further information on waiver discounts, please read "Waiver Discount" below.
The waiver discount in the discount proposal must be expressed as a whole
percentage.
We will notify investors whose Requests for Waiver have been accepted by us
by 5:00 p.m. on the second business day before the first day of the applicable
pricing period. The administrator must receive their investments by wire
transfer no later than 3:00 p.m. on the first business day before the first day
of the applicable pricing period. The administrator will apply all investments
made pursuant to Requests for Waiver that are so received to the purchase of
shares of our common stock on the next investment date. All such investments
received after 3:00 p.m. on the first business day before the first day of the
relevant pricing period will be returned without interest. No interest will be
paid on funds held by the administrator pending investment.
PRICING PERIOD. The price of each newly issued share of our common stock
purchased pursuant to a Request for Waiver will be the average of the daily high
and low sale prices, computed to four decimal places, of our common stock as
reported on the New York Stock Exchange for the relevant "pricing period'-- that
is, the 10 trading days immediately preceding the relevant investment date
(except as provided below in "Threshold Price") -- less an amount based on any
applicable waiver discount as described below. A "trading day" means a day on
which trades in our common stock are reported on the New York Stock Exchange.
THRESHOLD PRICE. We may, in our sole discretion, establish for any pricing
period a "threshold price" applicable to investments made pursuant to Requests
for Waiver. The threshold price will be the minimum price applicable to
purchases of our common stock made pursuant to Requests for Waiver during the
applicable pricing period as set forth below. At least three business days
before the first day of the applicable pricing period, we will determine whether
to establish a threshold price and, if a threshold price is established, its
amount, and will notify the administrator. We will make that determination, in
our sole discretion, after a review of current market conditions, the level of
participation in the plan and our current and projected capital needs.
The threshold price, if established, will be the dollar amount that the
average of the high and low sale prices of our common stock on the New York
Stock Exchange must equal or exceed for each trading day during the relevant
pricing period. If the threshold price is not satisfied for a trading day during
the pricing period, then that trading day will be excluded from the pricing
period. Additionally, a trading day will be excluded if no trades in our common
stock are reported on the New York Stock Exchange for that day. For example, if
the threshold price is not satisfied for one of the 10 trading days in a pricing
period, then the purchase price will be based upon the remaining nine trading
days in which the threshold price was satisfied.
A portion of each investment made pursuant to a Request for Waiver will be
returned for each trading day during a pricing period on which the threshold
price is not satisfied and for each trading day on which no trades of our common
stock are reported on the New York Stock Exchange. The returned amount will
equal one-tenth of the total amount of that investment for each trading day that
the threshold price is not satisfied. For example, if the threshold price is not
satisfied or no sales are reported for one of the 10 trading days in a pricing
period, one-tenth of the investment will be returned without interest. Such
amounts will be returned at the end of the pricing period.
7
The establishment of the threshold price and the possible return of a
portion of the investment if a threshold price is not satisfied or if no trades
in our common stock are reported on the New York Stock Exchange for a trading
day apply only to investments made pursuant to Requests for Waiver. Setting a
threshold price for a pricing period will not affect the setting of a threshold
price for any subsequent pricing period. We may waive our right to set a
threshold price for any pricing period. Neither we nor the administrator will be
required to provide any written notice of the threshold price, if any, for any
pricing period.
Any person that acquires shares of our common stock through the plan and
resells them shortly before or after acquiring them may be considered to be an
underwriter within the meaning of the Securities Act of 1933. We expect that
certain persons will acquire shares of our common stock using the Request for
Waiver and resell those shares to obtain the financial benefit of any waiver
discount then offered under the plan. We have no arrangement or understanding,
formal or informal, with any person relating to a distribution of shares to be
purchased through the plan.
WAIVER DISCOUNT. We may, in our sole discretion, permit a "waiver
discount" of 0% to 3% from the market price applicable to investments made
pursuant to Requests for Waiver for a particular investment date, and, if a
waiver discount is permitted, establish a maximum waiver discount of not more
than 3% for that investment date. For any Request for Waiver to be considered by
us, the waiver discount, if any, in the applicable discount proposal may not
exceed the maximum waiver discount, if any, for the relevant investment date.
The maximum waiver discount may vary for different investment dates but will
apply uniformly to all investments made pursuant to Requests for Waiver with
respect to a particular investment date.
We will determine, in our sole discretion, the amount of any maximum waiver
discount after a review of current market conditions, the level of participation
in the plan and our current and projected capital needs. At least three business
days before the first day of the applicable pricing period, we will determine
whether to permit a waiver discount and, if a waiver discount is permitted, the
amount of the maximum waiver discount, and will notify the administrator.
Neither we nor the administrator will be required to provide any written notice
of the maximum waiver discount, if any, for any pricing period.
Participants with access to our website may ascertain the threshold price
and the maximum waiver discount applicable to Requests for Waiver that we will
accept, if any, for any given pricing period by logging on to
http://www.prideinternational.com at any time after 8:00 a.m. (eastern time) on
the third business day before the first day of the relevant pricing period.
Investments that do not exceed $10,000 per month as well as any dividend
reinvestments will not be subject to any waiver discount or a threshold price.
DIVIDEND REINVESTMENT OPTIONS
The options regarding the reinvestment of any cash dividends we pay on our
common stock are listed below. You may change a reinvestment decision at any
time by notifying the administrator in writing. Your notification must be
received at least two business days before the record date for a dividend for it
to be reinvested. WE HAVE NEVER PAID CASH DIVIDENDS ON OUR COMMON STOCK, AND WE
DO NOT EXPECT TO PAY ANY SUCH DIVIDENDS IN THE FUTURE. ACCORDINGLY, UNTIL WE
MODIFY OUR POLICY OF NOT PAYING DIVIDENDS, THE PROVISIONS OF THE PLAN WILL APPLY
ONLY TO THE OPTIONAL CASH INVESTMENT FEATURE. WE CAUTION YOU THAT THE EXISTENCE
OF THE PLAN IN NO WAY IMPLIES THAT WE WILL MODIFY OUR CURRENT DIVIDEND POLICY.
- FULL DIVIDEND REINVESTMENT. Any cash dividends we pay are automatically
reinvested on all shares of our common stock. This includes reinvestment
on plan shares as well as shares held outside of the plan.
- NO DIVIDEND REINVESTMENT/OPTIONAL CASH INVESTMENTS ONLY. You will
receive any cash dividends on all shares of our common stock, including
plan shares.
8
DIVIDENDS ON SHARES PURCHASED
If shares that you have purchased are added to your account by any dividend
record date we establish, you will receive the upcoming dividend on those newly
added shares as well as any other shares already credited to your account.
PURCHASE OF SHARES
SOURCE OF SHARES
Shares of our common stock needed to meet the requirements of the plan will
be either newly issued shares purchased directly from us or shares purchased in
the open market by an independent agent. The plan limits us from changing our
determination regarding the source of shares to not more than once in any
three-month period. The plan initially will purchase newly issued shares of our
common stock to satisfy plan requirements. It is our present intention that the
plan will continue to use newly issued shares to satisfy plan requirements in
the future.
PRICING OF NEWLY ISSUED SHARES
The price of each newly issued share purchased directly from us for
investments not exceeding $10,000 per month or for any dividend reinvestments
will be the average of the high and low sale prices of our common stock reported
on the New York Stock Exchange Composite Tape as published in The Wall Street
Journal for the trading day preceding the investment date. If no trading is
reported for that trading day, we may determine the purchase price on the basis
of market quotations as we deem appropriate. The price of each newly issued
share of common stock purchased pursuant to a Request for Waiver is described
above under "Investments Over Maximum Monthly Amount."
PRICING OF SHARES PURCHASED IN THE OPEN MARKET
The price of any shares of our common stock purchased in the open market to
satisfy plan requirements will be the weighted average price per share of the
aggregate number of shares purchased for the relevant investment date. The
number of shares (including any fraction of a share, rounded to three decimal
places) of our common stock purchased in the open market that is credited to
your account for a particular investment date will be determined by dividing the
total amount of investments and any cash dividends to be invested for you on
that investment date by the relevant purchase price per share. We will pay any
brokerage fees that the plan incurs for open market purchases. Such brokerage
fees will be reported to you as taxable income and will become a part of the
cost of shares purchased on your behalf.
The independent agent may commingle your funds with those of other
participants in the plan for the purpose of executing purchase and sale
transactions.
TIMING OF PURCHASES
Purchases in the open market may begin on the relevant investment date and
will be completed no more than 15 days after that investment date. Funds not
invested in our common stock within 45 days of receipt will be promptly returned
to you without interest. With regard to open market purchases of shares of our
common stock by an independent agent, neither we, the administrator, nor any
participant in the plan will have any authority or power to:
- direct the time or price at which shares may be purchased
- designate the markets on which shares are to be purchased or
- select the broker or dealer (other than the independent agent) through
which purchases may be made
9
Therefore, you will not be able to precisely time your purchases through
the plan and will bear the market risk associated with fluctuations in the price
of our common stock.
SALE OF SHARES
You may request, at any time, that all or a portion of the shares of our
common stock credited to your account be sold by delivering written instructions
to the administrator. Those instructions may be sent either by mail or facsimile
and must be signed by all registered holders of those shares. The administrator
will forward the instructions to the independent agent, who will sell the shares
as promptly as practicable. The independent agent cannot, however, sell any
certificated shares owned by a participant in the plan unless the certificates
are first deposited into the plan using the safekeeping feature.
The administrator reserves the right to close your account if the share
balance in the account is less than one whole share. If the administrator
exercises this right, you will receive a check for the value of any fractional
share less applicable brokerage commissions and any required tax withholdings or
transfer taxes.
TIMING OF SALES
The independent agent will generally make sales of plan shares at least
weekly, or more frequently if volume dictates. With regard to those sales,
neither we, the administrator, nor any participant in the plan will have any
authority or power to:
- direct the time or price at which shares may be sold
- designate the markets on which shares are to be sold or
- select the broker or dealer (other than the independent agent) through
which sales may be made
Therefore, you will not be able to precisely time your sales through the
plan and will bear the market risk associated with fluctuations in the price of
our common stock. You may also choose to sell your shares through a stockbroker
of your choice, in which case you should withdraw the shares by requesting a
certificate for your shares from the administrator. Please read "Issuance of
Certificates" for more information.
PRICING OF SHARES SOLD
The sale price of any shares sold will be the weighted average price of all
shares sold for participants in the plan during the period in which the
independent agent is provided with plan shares for that sale. You will receive
the proceeds of the sale, less a nominal brokerage fee (currently $0.04 per
share) and any required tax withholdings or transfer taxes.
SAFEKEEPING OF CERTIFICATES
You may deposit any shares of our common stock that you hold in certificate
form into the plan for safekeeping by delivering those stock certificates,
unendorsed, to the administrator and requesting that the shares be credited to
your account. You may do this at the time of enrollment by delivering the
certificates along with a completed Enrollment Form or at any later time. The
safekeeping feature is offered at no charge to you and eliminates the risk
associated with the loss of stock certificates. The shares of our common stock
that you deposit will be credited to your account and will be treated in the
same manner as shares of our common stock purchased under the plan and credited
to your account. Any cash dividends we pay on shares of our common stock that
are deposited into the plan for safekeeping will be reinvested in shares of our
common stock in accordance with your reinvestment election as designated on your
Enrollment Form.
10
GIFTS OR TRANSFERS OF SHARES
You may give or transfer shares of our common stock to anyone you choose by
either:
- making an initial investment to establish an account in the recipient's
name by simply completing and submitting an application to the
administrator in the recipient's name together with the required initial
investment of at least $1,000 but not more than $10,000
- making an additional investment in an amount of at least $500 but not
more than $10,000, on behalf of an existing participant or
- transferring shares from your account to another person as described
below
You may transfer ownership of all or part of your plan shares by delivering
a written request to the administrator with instructions for the change in
ownership. Requests for account transfers are subject to the same requirements
as requests for the transfer of securities, including the requirement that the
administrator receive a properly executed and signed stock power with signatures
guaranteed by a financial institution participating in the Medallion Signature
Guarantee program. Most banks and brokers participate in the Medallion Signature
Guarantee program.
The administrator will continue to hold shares transferred under the plan.
The administrator will open an account in the name of the transferee, if the
transferee is not already a participant, and the transferee will automatically
be enrolled in the plan. A statement will be sent to the transferee showing the
transfer of shares into his or her account unless you request otherwise. The
transfer will be made as soon as practicable after the administrator receives
the required documentation. Requests for transfer of the entire account balance
received after a dividend record date will be held until the dividend has been
paid, reinvested in our common stock and applied to your account.
The transferee may make elections with regard to the reinvestment of cash
dividends on the transferred shares on the Enrollment Form that is provided to
him or her. If no election is made, cash dividends, if any, will be reinvested
on behalf of the transferee.
Shares of our common stock credited to your account may not be pledged or
assigned. If you wish to pledge or assign your shares, you must withdraw those
shares from your account.
ISSUANCE OF CERTIFICATES
You may obtain at any time, free of charge, a certificate for all or a part
of the whole shares of our common stock credited to your account upon written
request to the administrator. Any remaining whole or fractions of shares of our
common stock will continue to be credited to your account. Certificates for
fractions of shares of our common stock will not be issued under any
circumstances.
Certificates will be issued in the name or names in which the account is
registered unless you instruct otherwise. If the certificate is issued in a name
other than your account registration, the signature on the instructions or stock
power must be guaranteed by a financial institution participating in the
Medallion Signature Guarantee program. Most banks and brokers participate in the
Medallion Signature Guarantee program.
STATEMENTS OF ACCOUNT
You will receive an annual statement showing all transactions for your
account during the calendar year. You will receive supplemental statements for
months in which you make an investment under the plan. If you participate in the
plan through a broker, bank or other intermediary account, you should contact
that party regarding your statement.
Please notify the administrator promptly of any change in your address. The
administrator will mail all notices, statements and reports to your address of
record. You should retain the statements that you
11
receive to establish the cost basis of shares purchased under the plan for tax
and other purposes. The administrator will charge a fee for each duplicate
statement you request.
TERMINATION OF PARTICIPATION
You may terminate your participation in the plan at any time by delivering
written instructions to the administrator, either by mail or facsimile, signed
by all registered holders listed on the account. Upon termination, you must
elect either to receive a certificate for the number of whole shares held in
your account and a check for the value of any fractional share or to have all
the shares in your account sold for you as described under the caption "Sale of
Shares."
The administrator will send your stock certificates and/or proceeds to you
as soon as practicable. If the administrator receives a notice of termination
after a dividend record date but before the related dividend payment date, a
separate dividend check will be mailed to you on the dividend payment date.
Thereafter, cash dividends on any remaining shares of our common stock that you
hold will be paid to you and will not be reinvested.
OTHER INFORMATION
STOCK DIVIDEND/STOCK SPLIT
Any stock dividends or split shares that we distribute on shares credited
to your account will be added to your account. Stock dividends or split shares
that we distribute on shares registered in your name outside of the plan will be
mailed directly to you in the same manner as to holders of shares of our common
stock who are not participating in the plan.
RIGHTS OFFERING
Your entitlement under the plan in a regular rights offering will be based
upon your total holdings of our common stock in the plan. We will issue rights
certificates only for the number of whole shares credited to your account.
Rights based on a fraction of a share held in your account will be sold for the
account and the net proceeds will be invested in our common stock and added to
your account by the end of the following month.
VOTING OF PROXIES
You will have the exclusive right to exercise all voting rights with
respect to shares of our common stock credited to your account. You will receive
proxy materials from us for each stockholder meeting, including a proxy
statement and a form of proxy covering all shares credited to your account and
all shares of stock registered in your name outside of the plan as of the record
date for the stockholder meeting. If you do not provide any instructions on a
returned, properly signed proxy card with respect to any item on that proxy
card, all of your whole and fractional shares will be voted in accordance with
the recommendations of our board of directors. If you do not return the proxy or
you return it unsigned, none of your shares will be voted unless you vote in
person or appoint another person as proxy to vote your shares.
STOCKHOLDER COMMUNICATIONS
In addition to proxy materials, participants in the plan will have the
right to receive all communications sent to holders of our common stock
generally.
RESPONSIBILITY OF THE ADMINISTRATOR, THE INDEPENDENT AGENT AND PRIDE
Neither Pride, the administrator nor the independent agent will be liable
for any act done in good faith or for the good faith omission to act in
connection with the plan, including any claim of liability
12
arising out of failure to terminate your account upon your death prior to
receipt of written notice of your death, or with respect to the prices at which
shares of our common stock are purchased or sold for your account and the times
when those purchases and sales are made.
PLAN MODIFICATION OR TERMINATION
We reserve the right to amend, suspend, modify or terminate the plan at any
time without the approval of participants in the plan. We will send notice of
any suspension, termination or significant amendment or modification of the plan
to all participants, who will in all events have the right to withdraw from
participation.
MULTIPLE ACCOUNTS
We reserve the right to aggregate all investments for participants with
more than one account using the same name, address or social security or
taxpayer identification number. Also for the purpose of such limitations, all
participants' accounts that we believe to be under common control or management
or to have common ultimate beneficial ownership may be aggregated. In the event
that we exercise our right to aggregate investments and the result would be an
investment in excess of $10,000 per month without submission of a Request for
Waiver and receipt of our approval in accordance with the procedures described
in "Investments Over Maximum Monthly Amount" under "Investments" above, we will
return, without interest, as promptly as practicable, any amount in excess of
$10,000.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
You are advised to consult your tax or financial advisor with respect to
the tax consequences of participating in the plan.
For federal income tax purposes, if you elect to acquire shares of our
common stock with reinvested dividends, you will be treated as having received a
distribution equal to the fair market value of the shares purchased with the
reinvested dividends. If you make optional cash investments that are subject to
a waiver discount, you may be treated as having received a distribution equal to
the excess, if any, of the fair market value of the shares acquired over the
amount of your investment. If shares of common stock are purchased in the open
market to satisfy plan requirements, you will be treated as having received an
additional distribution in the amount of any brokerage fees incurred by the plan
on your behalf.
The tax basis of shares acquired through the reinvestment of dividends will
be equal to the fair market value of the shares on the distribution date. The
tax basis of shares purchased with optional cash investments will be equal to
the amount of those investments increased by the amount of any distribution that
you are treated as having received as a result of a waiver discount. The tax
basis of shares purchased in the open market to satisfy plan requirements will
be increased by the amount of any brokerage fees incurred by the plan on your
behalf. Separate considerations not discussed here may affect the determination
of your basis if you are treated as having received a distribution and the
distribution is not supported by earnings and profits. Your December plan
statement will disclose all plan activities for the year and may be useful when
calculating your tax basis.
The holding period of shares acquired under the plan, whether acquired
through the reinvestment of dividends or purchased with optional cash
investments, will begin on the day following the date on which the shares were
purchased for your account.
13
Upon the sale of either a portion or all of your shares from the plan, you
may recognize gain or loss based on the difference between the sales proceeds
and the tax basis in the shares sold, including any fractional shares. You will
not realize any taxable income when you receive certificates for whole shares
credited to your account under the plan.
If you are subject to withholding taxes, we will withhold the required
taxes from the gross dividends or the proceeds from the sale of shares. The
dividends or proceeds received by you, or dividends reinvested on your behalf,
will be net of the required taxes.
INTERPRETATION OF THE PLAN
Our officers are authorized to take any actions that are consistent with
the plan's terms and conditions. We reserve the right to interpret and regulate
the plan as we deem necessary or desirable in connection with the plan's
operations.
USE OF PROCEEDS
We will receive proceeds from the purchase of our common stock pursuant to
the plan only to the extent that those purchases are of newly issued shares of
our common stock made directly from us, and not from open market purchases. Any
proceeds that we receive from purchases of newly issued shares will be used for
general corporate purposes, which may include acquisitions, working capital,
capital expenditures, repayment or refinancing of debt and repurchases or
redemptions of securities. We cannot estimate the amount of any such proceeds at
this time.
PLAN OF DISTRIBUTION
In connection with the administration of the plan, we may be requested to
approve investments made pursuant to Requests for Waiver by or on behalf of
participants or other investors who may be engaged in the securities business.
Persons who acquire shares of common stock through the plan and resell them
shortly after acquiring them, including coverage of short positions, under
certain circumstances, may be participating in a distribution of securities that
would require compliance with Regulation M under the Securities Exchange Act of
1934 and may be considered to be underwriters within the meaning of the
Securities Act of 1933. We will not extend to any such person any rights or
privileges other than those to which it would be entitled as a participant, nor
will we enter into any agreement with any such person regarding the resale or
distribution by any such person of the shares of our common stock so purchased.
We may, however, accept investments made pursuant to Requests for Waiver by such
persons.
From time to time, financial intermediaries, including brokers and dealers,
and other persons may engage in positioning transactions in order to benefit
from any waiver discounts applicable to investments made pursuant to Requests
for Waiver under the plan. Those transactions may cause fluctuations in the
trading volume of our common stock. Financial intermediaries and such other
persons who engage in positioning transactions may be deemed to be underwriters.
We have no arrangements or understandings, formal or informal, with any person
relating to the sale of shares of our common stock to be received under the
plan. We reserve the right to modify, suspend or terminate participation in the
plan by otherwise eligible persons to eliminate practices that are inconsistent
with the purpose of the plan.
We will pay any and all brokerage commissions and related expenses incurred
in connection with purchases of our common stock under the plan. Upon withdrawal
by a participant from the plan by the sale of shares of our common stock held
under the plan, the participant will receive the proceeds of that sale less a
nominal brokerage commission and any required tax withholdings or transfer
taxes.
Our common stock may not be available under the plan in all states. We are
not making an offer to sell our common stock in any state where the offer or
sale is not permitted.
14
VALIDITY OF THE SECURITIES
Certain legal matters in connection with the common stock we are offering
will be passed upon for us by Baker Botts L.L.P., Houston, Texas.
EXPERTS
The consolidated balance sheets of Pride and its subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 2001, incorporated by reference in this
prospectus, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
such firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any materials we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can obtain information about the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
Web site that contains information we file electronically with the SEC, which
you can access over the Internet at http://www.sec.gov. You can obtain
information about us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This prospectus is part of a registration statement we have filed with the
SEC relating to the securities we may offer. As permitted by SEC rules, this
prospectus does not contain all of the information we have included in the
registration statement and the accompanying exhibits and schedules we file with
the SEC. You may refer to the registration statement, the exhibits and schedules
for more information about us and our securities. The registration statement,
exhibits and schedules are available at the SEC's public reference room or
through its Web site.
We are incorporating by reference information we file with the SEC, which
means that we are disclosing important information to you by referring you to
those documents. The information we incorporate by reference is an important
part of this prospectus, and later information that we file with the SEC
automatically will update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all the securities:
- our annual report on Form 10-K for the fiscal year ended December 31,
2001
- our current report on Form 8-K filed with the SEC on February 26, 2002
(other than the information furnished pursuant to Item 9 of Form 8-K), as
amended by a Form 8-K/A filed with the SEC on February 27, 2002, and our
current report on Form 8-K filed with the SEC on March 4, 2002
- the description of our common stock (including the related preferred
share purchase rights) contained in our current report on Form 8-K filed
on September 28, 2001, as we may update that description from time to
time
15
You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:
Pride International, Inc.
5847 San Felipe, Suite 3300
Houston, Texas 77057
Attention: Robert W. Randall
Secretary
Telephone: (713) 789-1400
16
APPENDIX I
INVESTMENTS
PURSUANT TO REQUESTS FOR WAIVER*
<Table>
<Caption>
THRESHOLD PRICE/
MAXIMUM PRICING PERIOD
WAIVER DISCOUNT SET BY PAYMENT DUE DATE COMMENCES INVESTMENT DUE
- ---------------------- ------------------ ------------------ ------------------
May 13, 2002 May 15, 2002 May 16, 2002 May 31, 2002
June 11, 2002 June 13, 2002 June 14, 2002 June 28, 2002
July 12, 2002 July 16, 2002 July 17, 2002 July 31, 2002
August 13, 2002 August 15, 2002 August 16, 2002 August 30, 2002
September 11, 2002 September 13, 2002 September 16, 2002 September 30, 2002
October 14, 2002 October 16, 2002 October 17, 2002 October 31, 2002
November 11, 2002 November 13, 2002 November 14, 2002 November 29, 2002
December 11, 2002 December 13, 2002 December 16, 2002 December 31, 2002
January 13, 2003 January 15, 2003 January 16, 2003 January 31, 2003
February 10, 2003 February 12, 2003 February 13, 2003 February 28, 2003
March 12, 2003 March 14, 2003 March 17, 2003 March 31, 2003
April 10, 2003 April 14, 2003 April 15, 2003 April 30, 2003
May 12, 2003 May 14, 2003 May 15, 2003 May 30, 2003
June 11, 2003 June 13, 2003 June 16, 2003 June 30, 2003
July 14, 2003 July 16, 2003 July 17, 2003 July 31, 2003
August 12, 2003 August 14, 2003 August 15, 2003 August 29, 2003
September 11, 2003 September 15, 2003 September 16, 2003 September 30, 2003
October 14, 2003 October 16, 2003 October 17, 2003 October 31, 2003
November 10, 2003 November 12, 2003 November 13, 2003 November 28, 2003
December 11, 2003 December 15, 2003 December 16, 2003 December 31, 2003
</Table>
- ---------------
* We reserve the right to accept or reject any or all investments made pursuant
to Requests for Waiver submitted with respect to any of the investment dates
listed above. If we elect to reject any investments made pursuant to Requests
for Waiver with respect to a given investment date, the information provided
above with respect to that investment date may not apply. See "Investments
Over Maximum Monthly Amount" under "Investments" in the prospectus for a more
detailed description of applicable procedures and due dates.
A-1
APPENDIX II
CLOSINGS OF U.S. EQUITY MARKETS
U.S. EQUITY MARKETS CLOSED -- REMAINDER OF 2002
<Table>
Memorial Day................................................ May 27
Independence Day............................................ July 4
Labor Day................................................... September 2
Thanksgiving Day............................................ November 28
Christmas Day............................................... December 25
</Table>
U.S. EQUITY MARKETS CLOSED -- 2003
<Table>
New Year's Day.............................................. January 1
Martin Luther King, Jr. Day................................. January 20
Presidents' Day............................................. February 17
Good Friday................................................. April 18
Memorial Day................................................ May 26
Independence Day............................................ July 4
Labor Day................................................... September 1
Thanksgiving Day............................................ November 27
Christmas Day............................................... December 25
</Table>
A-2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by Pride
International, Inc., a Delaware corporation ("Pride"), in connection with the
offering described in this Registration Statement.
<Table>
SEC registration fee........................................ $ 38,951
Printing expenses........................................... 20,000
Accounting fees and expenses................................ 5,000
Legal fees and expenses..................................... 20,000
New York Stock Exchange listing fee......................... 1,500
Blue Sky fees and expenses.................................. 5,000
Miscellaneous............................................... 9,549
--------
Total.................................................. $100,000
========
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, inter alia, 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 (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 another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he 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 his conduct
was unlawful. Similar indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. Pride expects
to maintain policies insuring its and its subsidiaries' officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended.
Article Seventh of the Certificate of Incorporation of Pride eliminates the
personal liability of each director of Pride to Pride and its stockholders for
monetary damages for breach of fiduciary duty as a director; provided, however,
that such provision does not eliminate or limit the liability of a director (i)
for any breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Title 8,
Section 174 of the Delaware General Corporation Law, as the same exists or as
such
II-1
provision may hereafter be amended, supplemented or replaced, or (iv) for any
transactions from which such director derived an improper personal benefit.
The Bylaws of Pride provide that Pride will indemnify and hold harmless, to
the fullest extent permitted by applicable law in effect as of the date of the
adoption of the Bylaws and to such greater extent as applicable law may
thereafter permit, any person who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit, arbitration, alternative
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director, officer, employee, agent or
fiduciary of (i) Pride, (ii) any predecessor of Pride, (iii) Pride Oil Well
Service Company, a Texas corporation ("Pride Oil Well"), (iv) Pride
International, Inc., a Louisiana corporation ("Old Pride"), (v) Marine Drilling
Companies, Inc., a Texas corporation ("Marine"), (vi) any subsidiary of Pride,
Pride Oil Well, Old Pride or Marine or (vii) any other corporation, partnership,
limited liability company, association, joint venture, trust, employee benefit
plan or other enterprise which the person is or was serving at the request of
Pride ("corporate status") against any and all losses, liabilities, costs,
claims, damages and expenses actually and reasonably incurred by him or on his
behalf by reason of his corporate status.
The Bylaws further provide that Pride will pay the expenses reasonably
incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses will be made only upon receipt
of (i) a written undertaking executed by or on behalf of the person to be
indemnified to repay all amounts advanced if it should be ultimately determined
that the person is not entitled to be indemnified by Pride and (ii) satisfactory
evidence as to the amount of such expenses.
ITEM 16. EXHIBITS
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
*2.1 Agreement and Plan of Merger, dated as of May 23, 2001,
among Pride, Old Pride, Marine and AM Merger, Inc. ("AM
Merger") (incorporated by reference to Annex A to the Joint
Proxy Statement/Prospectus included in the Registration
Statement of Old Pride and Pride on Form S-4 (Registration
Nos. 333-66644 and 333-66644-01) (the "Registration
Statement")).
*2.2 Letter Agreement, dated as of August 3, 2001, among Pride,
Old Pride, Marine and AM Merger (incorporated by reference
to Exhibit 2.2 to the Current Report of Pride on Form 8-K
filed with the Commission on September 28, 2001, File No.
1-13289 (the "Form 8-K")).
*4.1 Certificate of Incorporation of Pride (incorporated by
reference to Annex D to the Joint Proxy Statement/Prospectus
included in the Registration Statement).
*4.2 By-laws of Pride (incorporated by reference to Annex E to
the Joint Proxy Statement/ Prospectus included in the
Registration Statement).
*4.3 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.13 to the Registration Statement).
*4.4 Rights Agreement dated as of September 13, 2001 between
Pride and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 4.2 of the Form
8-K).
*4.5 Certificate of Designations of Series A Junior Participating
Preferred Stock of Pride (incorporated by reference to
Exhibit 4.3 to the Form 8-K).
**5.1 Opinion of Baker Botts L.L.P. as to the validity of the
Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
**23.3 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
**24.1 Powers of Attorney.
</Table>
- ---------------
* Incorporated by reference as indicated.
**Previously filed.
II-2
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in 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) of the Securities Act of
1933 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; and
(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 (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's 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 plan's 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 April 24, 2002.
PRIDE INTERNATIONAL, INC.
By: /s/ ROBERT W. RANDALL
------------------------------------
Robert W. Randall
Vice President -- General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on April 24, 2002.
<Table>
* President, Chief Executive Officer and Director
------------------------------------------------ (Principal Executive Officer)
Paul A. Bragg
* Vice President and Chief Financial Officer
------------------------------------------------ (Principal Financial and Accounting Officer)
Earl W. McNiel
* Chairman of the Board
------------------------------------------------
Robert L. Barbanell
* Director
------------------------------------------------
David A.B. Brown
* Director
------------------------------------------------
J.C. Burton
Director
------------------------------------------------
David B. Robson
* Director
------------------------------------------------
Jorge E. Estrada M.
* Director
------------------------------------------------
William E. Macaulay
* Director
------------------------------------------------
Ralph D. McBride
*By: /s/ ROBERT W. RANDALL
-----------------------------------------
Robert W. Randall
Attorney-in-fact
</Table>
II-4
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
*2.1 Agreement and Plan of Merger, dated as of May 23, 2001,
among Pride, Old Pride, Marine and AM Merger, Inc. ("AM
Merger") (incorporated by reference to Annex A to the Joint
Proxy Statement/Prospectus included in the Registration
Statement of Old Pride and Pride on Form S-4 (Registration
Nos. 333-66644 and 333-66644-01) (the "Registration
Statement")).
*2.2 Letter Agreement, dated as of August 3, 2001, among Pride,
Old Pride, Marine and AM Merger (incorporated by reference
to Exhibit 2.2 to the Current Report of Pride on Form 8-K
filed with the Commission on September 28, 2001, File No.
1-13289 (the "Form 8-K")).
*4.1 Certificate of Incorporation of Pride (incorporated by
reference to Annex D to the Joint Proxy Statement/Prospectus
included in the Registration Statement).
*4.2 By-laws of Pride (incorporated by reference to Annex E to
the Joint Proxy Statement/ Prospectus included in the
Registration Statement).
*4.3 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.13 to the Registration Statement).
*4.4 Rights Agreement dated as of September 13, 2001 between
Pride and American Stock Transfer & Trust Company, as Rights
Agent (incorporated by reference to Exhibit 4.2 of the Form
8-K).
*4.5 Certificate of Designations of Series A Junior Participating
Preferred Stock of Pride (incorporated by reference to
Exhibit 4.3 to the Form 8-K).
**5.1 Opinion of Baker Botts L.L.P. as to the validity of the
Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
**23.3 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
**24.1 Powers of Attorney.
</Table>
- ---------------
* Incorporated by reference as indicated.
**Previously filed.