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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) October 28, 1998
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-07573 73-0618660
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8 East Third Street 74103
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
(918) 585-8221
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On October 28, 1998, Parker Drilling Company ("Parker"), Superior
Energy Services, Inc. ("Superior") and Saints Acquisition Company, a wholly
owned subsidiary of Parker ("Saints") entered into an Agreement and Plan of
Merger that would merge Saints into Superior, with Superior thereafter becoming
a wholly owned subsidiary of Parker. The merger will be structured as a tax free
exchange of .90 of a share of Parker common stock for each share of
Superior common stock.
The merger is subject to both Superior and Parker stockholder approval,
Hart-Scott-Rodino clearance, the authorization for more capital stock by the
Parker stockholders and certain other conditions. The necessary filings for
Hart-Scott-Rodino clearance and the filing with the Securities and Exchange
Commission of Parker's Registration Statement covering the Parker shares to be
issued in the merger will be made as soon as practicable. Parker anticipates
submitting the merger to its stockholders for approval at its annual meeting
early next year. Subject to the Superior and Parker stockholder approvals and
the satisfaction of the other conditions, it is anticipated that the transaction
will be consummated in the first quarter of next year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Exhibits.
2.1 Agreement and Plan of Merger dated October 28, 1998
between Superior Energy Services, Inc., the Registrant
and Saints Acquisition Company;
99.1 Press release issued by the Registrant on October 29,
1998 announcing the execution of an Agreement and Plan
of Merger between the Registrant and Superior Energy
Services, Inc.
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SIGNATURES
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.
PARKER DRILLING COMPANY
By /s/ James J. Davis
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James J. Davis
Senior Vice President--Finance
and Chief Financial Officer
Dated: November 5, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger dated October 28, 1998 between Superior
Energy Services, Inc., the Registrant and Saints Acquisition Company
99.1 Press release issued by the Registrant on October 29, 1998 announcing
the execution of an Agreement and Plan of Merger between the
Registrant and Superior Energy Services, Inc.