-----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, HwmQXNQJGy6eGx8o6T17IouPX/hdPH3pnK8zUfCYE1pDudzcc74KyDoBQxyiqPoj pd5FGe6YxwfJtDENeUfkJA== 0000912057-96-008766.txt : 19960510 0000912057-96-008766.hdr.sgml : 19960510 ACCESSION NUMBER: 0000912057-96-008766 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960509 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUAL DRILLING CO /DE/ CENTRAL INDEX KEY: 0000907245 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 510327704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22078 FILM NUMBER: 96558773 BUSINESS ADDRESS: STREET 1: 5956 SHERRY LANE STREET 2: STE 1500 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143736200 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A _______________________________________ [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________ to ___________. Commission file number: 0-22078 DUAL DRILLING COMPANY (Exact name of registrant as specified in its charter) Delaware 51-0327704 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5956 Sherry Lane, Suite 1500 Dallas, Texas 75225 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (214)373-6200 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - ---------------------------- ----------------------------------------- Common stock, par value $.01 NASDAQ National Market System Securities registered pursuant to section 12(g) of the Act: NONE (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A. [x] As of February 29, 1996, 15,765,713 common shares were outstanding. The aggregate market value of common shares on February 29, 1996 held by nonaffiliates was approximately $93.1 million, based on the closing sales price of $14-7/8. TABLE OF CONTENTS ______________________________________________________________ PART III Item 11. Executive Compensation 55 ______________________________________________________________ Signatures 60 DUAL DRILLING COMPANY This Form 10-K/A is filed for the purpose of updating and recategorizing certain amounts included in the Summary Compensation Table as reported within Item 11, Executive Compensation. ITEM 11. EXECUTIVE COMPENSATION The following table reflects, for the fiscal years ended December 31, 1995, 1994 and 1993, cash compensation paid by the Company or Dual Invest AS, and a summary of certain other compensation paid or accrued for such year, to the Company s Chief Executive Officer and the five other executive officers (the Named Executive Officers ) of the Company for service in all capacities with Dual Invest AS or the Company and their subsidiaries.
SUMMARY COMPENSATION TABLE LONG TERM LONG TERM COMPENSATION COMPENSATION AWARDS AWARDS ANNUAL ANNUAL ----------- ------------- NAME AND COMPENSATION COMPENSATION RESTRICTED ALL OTHER PRINCIPAL ------------ ------------ STOCK OPTIONS COMPENSATION POSITION YEAR SALARY BONUS AWARDS NO. OF SHARES ------------------------ ---- ------------ ------------ ----------- ------------- ------------ L. H. Robertson 1995 $360,000 $115,000 180,000 $ 24,192 President and 1994 430,259 52,254 120,000 28,887 Chief Executive 1993 345,000 172,500 $766,499 60,000 20,603 Officer W. Allen Parks 1995 246,250 10,000 104,000 16,903 Executive Vice 1994 295,360 36,194 65,000 15,416 President and Chief 1993 228,000 112,500 358,335 39,000 13,491 Financial Officer Dudley M. Haralson 1995 171,051 10,000 104,000 10,478 Senior Vice 1994 187,028 22,673 65,000 9,704 President - 1993 125,000 62,500 229,285 27,000 7,419 Operations Robert C. McCoy 1995 156,000 10,000 88,000 10,347 Senior Vice 1994 187,362 22,980 58,000 8,982 President - 1993 140,000 70,000 354,135 30,000 8,382 Marketing Lewis W. Kreps 1995 145,688 10,000 80,000 10,000 Senior Vice 1994 169,634 20,682 53,000 9,528 President - 1993 125,000 62,500 229,285 27,000 7,419 Business Development William R. Dudark 1995 142,500 10,000 80,000 9,781 Vice President 1994 169,634 20,682 53,000 9,685 Operations and 1993 125,000 62,500 229,285 27,000 7,419 Engineering __________________ Salary figures for 1994 include amounts paid for accumulated vacation benefits upon termination of the Company s previous vacation policy. The amounts paid to Messrs. Robertson, Parks, Haralson, McCoy, Kreps and Dudark were $82,759; $56,610; $37,472; $35,862; $32,759; and $32,759, respectively. Bonuses earned in 1993 were payable in installments equal to 50% of such bonus in January 1994, 25% in January 1995 and 25% in January 1996. The 1994 bonuses were earned in 1994 and were paid in full in February 1995. The 1995 bonuses were earned and paid in 1995. At December 31, 1995, the number of shares of restricted stock granted by the Company as restricted stock awards under the Company s 1993 Long-Term Incentive Plan ( Restricted Stock Awards ) which had not vested and the total value of such shares, based on the last reported sales price of the Company s Common Stock on December 29, 1995 (the final trading day of 1995), held by each Named Executive Officer are included in the table below. All shares of restricted stock that had not vested as of December 31, 1995 are attributable to a Restricted Stock Award granted by the Company on August 12, 1993. All such unvested shares vest fully on August 12, 1996. SHARES VALUE ------ -------- Mr. Robertson 9,000 $102,375 Mr. Parks 4,800 54,600 Mr. Haralson 3,900 44,363 Mr. McCoy 4,500 51,188 Mr. Kreps 3,900 44,363 Mr. Dudark 3,900 44,363 On December 9, 1993, the Company granted a Restricted Stock Award of 8,559; 3,891; 2,335; 3,891; 2,335 and 2,335 shares of the Company s Common Stock to Messrs. Robertson, Parks, Haralson, McCoy, Kreps and Dudark, respectively. The shares of Common Stock vested 50% on June 9, 1994 and 50% on December 9, 1994. On August 12, 1993, the Company granted a Restricted Stock Award of 39,942; 18,155; 10,893; 18,155; 10,893 and 10,893 shares of Common Stock to Messrs. Robertson, Parks, Haralson, McCoy, Kreps and Dudark, respectively. The shares of Common Stock vested 50% on February 12, 1994 and 50% on August 12, 1994. All Restricted Stock Awards granted by the Company entitle the beneficiaries to all rights as a stockholder from the date of grant (including the right to receive dividends when, as, and if declared) other than (i) the right to transfer or sell the shares prior to the vesting date, and (ii) the right to possession prior to the vesting date. For 1995, All Other Compensation includes (i) Company matching contributions under the Company s 401(K) Employees Tax Deferred/Thrift Savings Plan and Trust in the amount of $9,000 each for Messrs. Robertson, Parks, Haralson and McCoy, $8,741 for Mr. Kreps and $8,550 for Mr. Dudark, (ii) Company Matching Contributions under the Company s Benefit Restoration Plan in the amount of $12,600 for Mr. Robertson and $5,775 for Mr. Parks, and (iii) the dollar value of insurance premiums paid by the Company with respect to term life insurance in the amounts of $2,592; $2,128; $1,478; $1,347; $1,259; and $1,231 for Messrs. Robertson, Parks, Haralson, McCoy, Kreps and Dudark, respectively. /TABLE OPTION CANCELLATIONS The table below sets forth information regarding stock options, previously issued to the Named Executive Officers under the Company s 1993 Long-Term Incentive Plan, that were authorized for cancellation during 1995 by the Company s Board of Directors.
TEN YEAR OPTION/SAR REPRICINGS NUMBER OF LENGTH OF SECURITIES ORIGINAL UNDERLYING MARKET PRICE EXERCISE OPTION TERM OPTIONS/ OF STOCK AT PRICE AT REMAINING AT SARs TIME OF TIME OF NEW DATE OF REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR NAME DATE AMENDED(#) AMENDMENTS($) AMENDMENTS($) PRICE($) AMENDMENT - ------------------------- ------- ----------- ------------- ------------- -------- ------------ L. H. Robertson 8/21/95 60,000 $10.00 $14.000 $10.00 8 years Director, President 8/21/95 120,000 10.00 12.125 10.00 9 years and CEO W. Allen Parks 8/21/95 39,000 10.00 14.000 10.00 8 years Executive Vice President 8/21/95 65,000 10.00 12.125 10.00 9 years and CFO Dudley M. Haralson 8/21/95 27,000 10.00 14.000 10.00 8 years Senior Vice President 8/21/95 65,000 10.00 12.125 10.00 9 years USA/International Operations Robert C. McCoy 8/21/95 30,000 10.00 14.000 10.00 8 years Senior Vice President 8/21/95 58,000 10.00 12.125 10.00 9 years International Marketing Lewis W. Kreps 8/21/95 27,000 10.00 14.000 10.00 8 years Senior Vice President 8/21/95 53,000 10.00 12.125 10.00 9 years Business Development and Contracts William R. Dudark 8/21/95 27,000 10.00 14.000 10.00 8 years Vice President 8/21/95 53,000 10.00 12.125 10.00 9 years International Operations and Engineering
In August 1995, the Compensation Committee of the Company s Board of Directors approved the granting of options to the executive officers and certain key employees of the Company in exchange for the cancellation of then existing options to purchase Company common stock. The Compensation Committee carefully considered its decision to grant new options and effectively reduce the exercise price of then existing options. In making its decision, the Compensation Committee consulted with an independent compensation consultant and also considered the then current market price of the Company s common stock, the exercise prices at which the options had previously been granted, the overall performance of the Company s common stock since the previous options had been issued and the importance of providing renewed incentive for the executive officers and employees to continue in the service of the Company and renew interest in the success of the Company. Compensation Committee: Frank Jungers Aage Figenschou Edward O. Vetter Magne Kristiansen OPTION GRANTS The table below sets forth information regarding Stock Options granted under the Company s 1993 Long-Term Incentive Plan to the Named Executive Officers during 1995:
INDIVIDUAL GRANTS PERCENTAGE POTENTIAL REALIZABLE VALUE AT OF TOTAL ASSUMED ANNUAL RATES OF STOCK NUMBER OF OPTIONS EXERCISE PRICE APPRECIATION FOR OPTIONS GRANTED TO OR BASE OPTION TERM GRANTED EMPLOYEES IN PRICE PER EXPIRATION ----------------------------- NAME FISCAL 1995 SHARE DATE 5% 10% -------------------- --------- ----------- --------- ---------- ---------- ----------- L. H. Robertson 180,000 17.1% $10.000 08/21/05 $1,132,200 $2,869,200 W. Allen Parks 104,000 13.3% 10.000 08/21/05 654,160 1,657,760 Dudley M. Haralson 104,000 13.3% 10.000 08/21/05 654,160 1,657,760 Robert C. McCoy 88,000 8.4% 10.000 08/21/05 553,520 1,402,720 William R. Dudark 80,000 7.6% 10.000 08/21/05 503,200 1,275,200 Lewis W. Kreps 80,000 7.6% 10.000 08/21/05 503,200 1,275,200 __________________________ The options are exercisable in increments of 20% on August 21, 1996, the first anniversary of the date of grant, and 20% on each of the second, third, fourth and fifth anniversary dates of the grant. Potential Realizable Value is based on the assumed annual growth rates of Common Stock for the 10-year option term. A 5 % annual growth rate results in a stock price of $16.29 per share and a 10% annual growth rate results in a stock price of $25.94 per share. Actual gains, if any, on stock options exercised are dependent on the future performance of the Company s common stock. There can be no assurance that the amounts reflected in this table will be achieved. /TABLE AGGREGATED EXERCISES OF OPTIONS/SARs AND FISCAL YEAR-END OPTION/SAR VALUE TABLE For each of the Named Executive Officers, the information set forth below reflects for the fiscal year ended December 31, 1995, options under the Company s 1993 Long Term Incentive Plan (the 1993 LTI Plan ) and the value realized thereon as well as exercisable and unexercisable options which were unexercised at year-end 1995 and the realizable value thereon at such date:
VALUE OF VALUE OF NUMBER OF NUMBER OF UNEXERCISED UNEXERCISED UNEXERCISED UNEXERCISED IN-THE-MONEY IN-THE-MONEY NUMBER OF OPTIONS HELD OPTIONS HELD OPTIONS AT OPTIONS AT SHARES AT DECEMBER AT DECEMBER DECEMBER 31, DECEMBER 31, ACQUIRED VALUE 31, 1995 31, 1995 1995 1995 NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ------------------ ----------- -------- ----------- ------------- ----------- ------------- L. H. Robertson N/A N/A -0- 180,000 N/A $247,500 W. Allen Parks N/A N/A -0- 104,000 N/A 143,000 Dudley M. Haralson N/A N/A -0- 104,000 N/A 143,000 Robert C. McCoy N/A N/A -0- 88,000 N/A 121,000 William R. Dudark N/A N/A -0- 80,000 N/A 110,000 Lewis W. Kreps N/A N/A -0- 80,000 N/A 110,000 _________________________ Represents the number of unexercised options multiplied by the difference between $11.375, which was the last reported sales price of the Company s Common Stock on the NASDAQ Stock Market as of December 31, 1995, and the per- share exercise price of $10.00 for the options granted in 1995. /TABLE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN In June 1993, the Company implemented a defined benefit pension plan covering certain of its executive officers. The Supplemental Executive Retirement Plan (the Plan ) is administered by the Board of Directors or by the Committee and is intended to assist the Company in attracting and retaining employees of exceptional ability by providing certain benefits. The Plan provides that upon reaching age 65, after 10 years of service with the Company and upon termination of employment from the Company, a participant will receive annual benefits, which when added to Social Security Benefits, equal 30% of the average of the participant s highest consecutive 36-month base compensation during the participant s service with the Company ( Average Compensation ). During June 1994, the Committee approved an amendment to the Plan that raised the annual benefit for the Company s president to 50% of Average Compensation when added to Social Security benefits. The Company is the sole contributor to the Plan and the cost of benefits under the Plan are recognized as they accrue based on certain future salary and social security benefit assumptions. The table below provides certain information with respect to the Company s named executives and the estimated benefits payable to the respective executives under the Company s Supplemental Plan. SUPPLEMENTAL PLAN BENEFITS ESTIMATED ANNUAL CURRENT YEARS RETIREMENT BENEFIT NAME OF SERVICE AT AGE 65* ------------------ ------------- ------------------ L. H. Robertson 13 $180,000 W. Allen Parks 18 73,875 Dudley M. Haralson 8 60,000 Robert W McCoy 7 48,000 Lewis W. Kreps 14 45,000 William R. Dudark 9 43,500 * Amounts to be reduced by Social Security benefits. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized on the 6th day of May, 1996. DUAL DRILLING COMPANY By: /s/ L. H. Robertson ------------------------- L. H. Robertson President, Chief Executive Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----