-----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, L/kQ5l0kF3wFrAs41Z1+uGLBKjGYdEDvphibWY+fJchyNzBsIzQC+QcYHzEy/SnN izPhKyQ8BSYyXfGVHwck6A== 0000950129-06-000507.txt : 20060123 0000950129-06-000507.hdr.sgml : 20060123 20060123170739 ACCESSION NUMBER: 0000950129-06-000507 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 EFFECTIVENESS DATE: 20060123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NABORS INDUSTRIES LTD CENTRAL INDEX KEY: 0001163739 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 980363970 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32657 FILM NUMBER: 06544169 BUSINESS ADDRESS: STREET 1: 2ND FLOOR INT'L TRADING CENTER STREET 2: WARRENS, P.O. BOX 905E CITY: ST. MICHAEL BARBADOS STATE: D0 ZIP: 0000 BUSINESS PHONE: 2464219471 MAIL ADDRESS: STREET 1: 2ND FLOOR INT'L TRADING CENTER STREET 2: WARRENS, P.O. BOX 905E CITY: ST. MICHAEL BARBADOS STATE: D0 ZIP: 0000 DEFA14A 1 h32259e8vk.txt NABORS INDUSTRIES LTD. UNITED STATES 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) JANUARY 23, 2006 NABORS INDUSTRIES LTD. (Exact name of registrant as specified in its charter) BERMUDA 000-49887 980363970 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.) MINTFLOWER PLACE 8 PAR-LA-VILLE ROAD HAMILTON, HM08 BERMUDA N/A (Address of principal executive offices) (Zip Code) (441) 292-1510 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. Attached hereto as Exhibit 99.1 is a copy of the press release dated January 23, 2006 issued by Nabors Industries Ltd. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by Nabors Industries Ltd. on January 23, 2006. 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. NABORS INDUSTRIES LTD. Date: January 23, 2006 By: /s/ Daniel McLachlin -------------------------------- Daniel McLachlin Vice President-Administration & Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by Nabors Industries Ltd. on January 23, 2006. EX-99.1 2 h32259exv99w1.txt PRESS RELEASE DATED JANUARY 23, 2006 EXHIBIT 99.1 - -------------------------------------------------------------------------------- [NABORS INDUSTRIES LTD. LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- NABORS SPECIAL STOCKHOLDER MEETING SCHEDULED FOR MARCH 30, 2006 HAMILTON, Bermuda, January 23, 2006 (BUSINESS WIRE) -- Nabors Industries Ltd. (NYSE:NBR) today confirmed that its previously announced Special Meeting of Shareholders will be held on Thursday, March 30, 2006 to approve the proposal to amend the company's Amended and Restated Bye-Laws to increase the authorized share capital of the company by the creation of additional common shares. The additional shares will accommodate the previously announced two-for-one stock split (to be effected in the form of a stock dividend), which was approved previously by the company's board of directors, subject to stockholder approval of the increase in the number of authorized shares. The company's board of directors has fixed the close of business on Monday, February 20, 2006, as the record date for determining stockholders entitled to vote at the Special Meeting. A proxy statement with additional details will be mailed to stockholders shortly. Subject to stockholder approval, the company anticipates that the stock dividend will be distributed on Friday, April 14, 2006 to stockholders of record on Friday, March 31, 2006. Whole shares will be issued and any partial shares will be paid in cash in lieu of shares. The Nabors companies own and operate almost 600 land drilling and approximately 875 land workover and well-servicing rigs worldwide. Offshore, Nabors operates 43 platform rigs, 19 jack-up units and three barge rigs in the United States and multiple international markets. Nabors markets 28 marine transportation and supply vessels, primarily in the U.S. Gulf of Mexico. In addition, Nabors manufactures top drives and drilling instrumentation systems and provides comprehensive oilfield hauling, engineering, civil construction, logistics and facilities maintenance, and project management services. Nabors participates in most of the significant oil, gas and geothermal markets in the world. IMPORTANT INFORMATION In connection with the upcoming Special Meeting, the company will file a definitive proxy statement and related materials with the Securities and Exchange Commission. THE COMPANY URGES INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. You may obtain a copy of the company's definitive proxy statement, when it becomes available, any amendments or supplements to the proxy statement and other relevant documents free of charge at www.sec.gov. You may also obtain a free copy of the company's definitive proxy statement and other relevant documents by calling the company's corporate headquarters in Hamilton, Bermuda at 441-292-1510 or at www.nabors.com under the tab "Investor Information" and then under the heading "SEC Filings." FORWARD LOOKING STATEMENTS The information above includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks and uncertainties, as disclosed by Nabors from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Nabors' actual results may differ materially from those indicated or implied by such forward-looking statements. For further information, please contact Dennis A. Smith, Director of Corporate Development of Nabors Corporate Services, Inc. at 281-775-8038. To request Investor Materials, call our corporate headquarters in Hamilton, Bermuda at 441-292-1510 or via email at dan.mclachlin@nabors.com. SOURCE: Nabors Industries Ltd. Nabors Corporate Services, Inc. DENNIS A. SMITH, 281-775-8038 -----END PRIVACY-ENHANCED MESSAGE-----