SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): APRIL 21, 2003
PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13289 76-0069030
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5847 SAN FELIPE, SUITE 3300
HOUSTON, TEXAS 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 789-1400
ITEM 5. OTHER EVENTS
On April 24, 2003, we expect to complete the purchase of our remaining
outstanding Zero Coupon Convertible Subordinated Debentures due 2018 for
approximately $113 million (the aggregate original issue price plus accrued
original issue discount). In January 2003, we purchased all of our outstanding
Zero Coupon Convertible Senior Debentures due 2021 for $98.2 million. These
purchases were and will be funded by both available cash and draws under our
senior secured revolving credit facilities.
We are currently exploring various opportunities to reduce debt through
sales of certain non-core assets. In this connection, we have agreed to sell
certain non-core marine assets for approximately $170 million. The transaction
is subject to numerous contingencies, including inspection of the rigs to the
buyer's satisfaction and the buyer's obtaining certain approvals. Accordingly,
no assurance can be given that the sale will be completed.
On April 21, 2003, we issued a notice pursuant to Rule 135c under the
Securities Act of 1933 with respect to a private offering of convertible senior
debt securities due 2033. The notice is filed as Exhibit 99.2 to this Current
Report and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Pride International, Inc. Earnings Guidance Press
Release.
99.2 Rule 135c Notice issued by Pride International, Inc.
on April 21, 2003.
ITEM 9. REGULATION FD DISCLOSURE
The following information is furnished under Item 12 of Form 8-K
(Results of Operations and Financial Condition) in accordance with Securities
and Exchange Commission Release No. 33-8216.
On April 21, 2003, we issued a press release with respect to our
expectations for 2003 first quarter and full year earnings. The press release is
furnished as Exhibit 99.1 to this Current Report and incorporated by reference
herein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRIDE INTERNATIONAL, INC.
By: /s/ Earl W. McNiel
------------------------------------------
Earl W. McNiel
Vice President and Chief Financial Officer
Date: April 21, 2003
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EXHIBIT INDEX
<Table>
<Caption>
NO. DESCRIPTION
- --- -----------
99.1 Press Release dated April 21, 2003 of Pride International,
Inc.
99.2 Rule 135c Notice issued by Pride International, Inc. on
April 21, 2003.
</Table>
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