-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E25wWG50Q+jgLXHLNRWHxU9SXhLmTeZn0as7xjRlHglUg18Qxt39KIyYGeFmt/ki rZrkFx57e4Zj3hDeBb3iYQ== 0000950129-96-001498.txt : 19960715 0000950129-96-001498.hdr.sgml : 19960715 ACCESSION NUMBER: 0000950129-96-001498 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-04779 FILED AS OF DATE: 19960711 EFFECTIVENESS DATE: 19960711 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARKER DRILLING CO /DE/ CENTRAL INDEX KEY: 0000076321 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730618660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-07995 FILM NUMBER: 96593762 BUSINESS ADDRESS: STREET 1: PARKER BLDG STREET 2: EIGHT E THIRD ST CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185858221 MAIL ADDRESS: STREET 1: PARKER BLDG STREET 2: EIGHT E THIRD ST CITY: TULSA STATE: OK ZIP: 74103 S-3MEF 1 PARKER DRILLING COMPANY - RULE 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1996. REGISTRATION STATEMENT NO. 333- =============================================================================== 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 1380 76-0618660 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) JAMES J. DAVIS 8 EAST THIRD STREET 8 EAST THIRD STREET TULSA, OKLAHOMA 74103 TULSA, OKLAHOMA 74103 (918) 585-8221 (918) 585-8221 (Address, including zip code, and telephone (Name, address, including zip code, and number, telephone including area code, of registrant's principal number, including area code, of agent for executive offices) service)
Copies to: P. DAVID NEWSOME, JR., ESQ. GEORGE W. BILICIC, JR., ESQ. CONNER & WINTERS, A PROFESSIONAL CORPORATION CRAVATH, SWAINE & MOORE 2400 FIRST PLACE TOWER, 15 EAST 5TH STREET WORLDWIDE PLAZA, 825 EIGHTH AVENUE TULSA, OKLAHOMA 74103 NEW YORK, NEW YORK 10019 (918) 586-5711 (212) 474-1000
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. --------------------- If the only securities being registered on this Form are being 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, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-04779 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, 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. / / --------------------- CALCULATION OF REGISTRATION FEE
================================================================================================= PROPOSED PROPOSED MAXIMUM MAXIMUM AGGREGATE TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------- Common Stock ($.16 2/3 par value)......................... 1,000,000 shares $6.125 $6,125,000 $2,112 =================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). =============================================================================== 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 333-04779) filed by Parker Drilling Company (the "Company") with the Securities and Exchange Commission on May 30, 1996, as amended by Amendment No. 1 thereto filed on June 11, 1996, Amendment No. 2 thereto filed on July 9, 1996 and Amendment No. 3 thereto filed on July 11, 1996, which was declared effective by the Securities and Exchange Commission on July 11, 1996, including the exhibits thereto, are incorporated herein by reference. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS A. Exhibits. All exhibits filed with or incorporated by reference in Registration Statement No. 333-04779 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith:
EXHIBIT NUMBER DESCRIPTION - ---------- ----------- 5.1 -- Opinion of Conner & Winters, A Professional Corporation, as to legality of Common Stock. 15.1 -- Letter re: unaudited interim financial information. 23.1 -- Consent of Independent Accountants. 23.2 -- Consent of Conner & Winters, A Professional Corporation (included in Exhibit 5.1).
II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 duty authorized, in the City of Tulsa, State of Oklahoma, on July 11, 1996. PARKER DRILLING COMPANY By /s/ ROBERT L. PARKER JR. ----------------------------------- Robert L. Parker Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE - --------------------------------------------- ---------------------------- ----------------- /s/ ROBERT L. PARKER Chairman of the Board and July 11, 1996 - --------------------------------------------- Director Robert L. Parker /s/ ROBERT L. PARKER JR. President and Chief July 11, 1996 - --------------------------------------------- Executive Officer and Robert L. Parker Jr. Director (Principal Executive Officer) /s/ JAMES J. DAVIS Vice President of Finance July 11, 1996 - --------------------------------------------- and Chief Financial James J. Davis Officer (Principal Financial Officer) RANDY L. ELLIS* Corporate Controller July 11, 1996 - --------------------------------------------- (Principal Accounting Randy L. Ellis Officer) /s/ JAMES W. LINN Executive Vice President and July 11, 1996 - --------------------------------------------- Chief Operating Officer James W. Linn and Director EARNEST F. GLOYNA* Director July 11, 1996 - --------------------------------------------- Earnest F. Gloyna DAVID L. FIST* Director July 11, 1996 - --------------------------------------------- David L. Fist R. RUDOLPH REINFRANK* Director July 11, 1996 - --------------------------------------------- R. Rudolph Reinfrank *By: /s/ JAMES J. DAVIS - --------------------------------------------- James J. Davis Attorney-in-Fact
II-2 5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ---------- ---------------------------------------------------------------------- 5.1 -- Opinion of Conner & Winters, A Professional Corporation, as to legality of Common Stock. 15.1 -- Letter re: unaudited interim financial information. 23.1 -- Consent of Independent Accountants. 23.2 -- Consent of Conner & Winters, A Professional Corporation (included in Exhibit 5.1).
EX-5.1 2 OPINION OF CONNER & WINTERS, A PROFESSIONAL CORP. 1 [CONNER & WINTERS LETTERHEAD] July 11, 1996 Parker Drilling Company Eight East Third Street Tulsa, Oklahoma 74103 Re: Registration Statement on Form S-3 ------------------------------------------------------------ Gentlemen: We have acted as counsel for Parker Drilling Company, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "462(b) Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under the Securities Act of 1993, as amended (the "Securities Act"), relating to the registration under the Securities Act of an additional 1,000,000 shares of the Company's Common Stock, par value $0.16-2/3 per share (the "Additional Shares"), to be sold by the Company pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into among the Company and Jefferies & Company, Inc., Prudential Securities Incorporated and Schroder Wertheim & Co. Incorporated, as representatives of the underwriters. The 462(b) Registration Statement covering the offer and sale of the Additional Shares is being filed with the Commission in connection with the proposed public offering described in the Company's Registration Statement on Form S-3 (Registration No. 333-04779) filed with the Commission on May 30, 1996, as amended by Amendment No. 1 thereto filed on June 11, 1996, Amendment No. 2 filed on July 9, 1996, and Amendment No. 3 filed on July 11, 1996, and declared effective on July 11, 1996. In reaching the conclusions expressed in this opinion, we have (a) examined such certificates of public officials and of corporate officers and directors and such other documents and matters as we have deemed necessary or appropriate, (b) relied upon the accuracy of facts and information set forth in all such documents, and (c) assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals from which all such copies were made. Based on the foregoing, we are of the opinion that the Additional Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms 2 June 11, 1996 Page -2- and conditions of the Underwriting Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. We consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the 462(b) Registration Statement and the Prospectus covering the Additional Shares constituting a part thereof under the caption "Legal Matters." Very truly yours, CONNER & WINTERS A Professional Corporation EX-15.1 3 LETTER RE: UNAUDITED INTERIM FINANCIAL INFO. 1 EXHIBIT 15.1 July 11, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 10549 Re: Parker Drilling Company Registration on Form S-3 We are aware that our reports dated January 11, 1996 and April 12, 1996, on our reviews of the interim financial information of Parker Drilling Company for the periods ended November 30, 1995 and February 29, 1996, and included in the Company's quarterly reports on Form 10-Q are incorporated by reference or included in the Company's registration statement on Form S-3 (File No. ). Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Section 7 and 11 of that Act. COOPERS & LYBRAND L.L.P. EX-23.1 4 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in and incorporation by reference in the registration statement of Parker Drilling Company on Form S-3 (File No. ) of our report dated October 17, 1995, on our audits of the consolidated financial statements and financial statement schedules of Parker Drilling Company and subsidiaries as of August 31, 1995 and 1994, and for the years ended August 31, 1995, 1994 and 1993. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma July 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----