-----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, TH73QJWZrUkId3tVUFoaaSEV1xsoNQGBRnwU5db7wzjkk3THAdllSje7cO0eJnsr 7Y73C8FX7QKZz2sYNrR5Ag== 0000950129-05-003683.txt : 20050414 0000950129-05-003683.hdr.sgml : 20050414 20050414093710 ACCESSION NUMBER: 0000950129-05-003683 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050414 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050414 DATE AS OF CHANGE: 20050414 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07573 FILM NUMBER: 05749550 BUSINESS ADDRESS: STREET 1: 1401 ENCLAVE PARKWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2814062000 MAIL ADDRESS: STREET 1: 1401 ENCLAVE PARKWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77077 8-K 1 h24323e8vk.txt PARKER DRILLING COMPANY - APRIL 14, 2005 ================================================================================ 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): April 14, 2005 PARKER DRILLING COMPANY (Exact name of registrant as specified in its charter) Delaware 1-7573 73-0618660 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1401 Enclave Parkway, Suite 600 Houston, Texas 77077 77077 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 406-2000 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] 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. On April 14, 2005, Parker Drilling Company (the "Company") publicly disseminated a press release announcing that it intends, subject to market and other conditions, to offer an additional $50 million in aggregate principal amount of its 9 5/8% Senior Notes due 2013 in a private offering. The purpose of this Current Report on Form 8-K is to file as Exhibit 99.1 a copy of the Company's press release dated April 14, 2005 announcing such event. The press release is incorporated by reference into this Item 8.01 and the foregoing description of the press release is qualified in its entirety by reference to such exhibit. Item 9.01 Financial Statements and Exhibits. Exhibits. The following is filed as an exhibit to this Current Report on Form 8-K: 99.1 Press Release of Parker Drilling Company dated April 14, 2005. -2- 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 Dated: April 14, 2005 By: /s/ W. Kirk Brassfield ---------------------------------------- W. Kirk Brassfield Vice President, Finance and Accounting -3- EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 99.1 Press Release of Parker Drilling Company dated April 14, 2005.
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EX-99.1 2 h24323exv99w1.txt PRESS RELEASE Exhibit 99.1 Parker Drilling Company Announces Proposed Private Offering of Additional 9 5/8% Senior Notes due 2013 HOUSTON, April 14, 2005 - Parker Drilling Company (NYSE: PKD) announced today that it intends, subject to market and other conditions, to offer an additional $50 million in aggregate principal amount of its 9 5/8% Senior Notes due 2013 (the "Additional Notes") in a private offering. The Additional Notes will be issued under an Indenture, dated as of October 10, 2003, under which $175.0 million in aggregate principal amount of notes of the same series were previously issued. The Company expects that the Additional Notes will be issued at a premium over their face amount. The offering of the Additional Notes will be made within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Company intends to use the net proceeds of the offering of the Additional Notes, together with cash on hand, to redeem $65 million aggregate principal amount of the Company's 10 1/8% Senior Notes due 2009. The securities to be offered have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. Cautionary Statement Regarding Forward-Looking Statements: This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are "forward-looking statements" for purposes of these provisions. These forward-looking statements include the Company's intention to raise proceeds through the offering and sale of notes, the Company's intended use of proceeds of the offering of notes and the anticipated terms of the notes. There can be no assurance that the Company will complete the offering of the notes on the anticipated terms or at all. The Company's ability to complete the offering of the notes will depend, among other things, on market conditions for debt securities in general and the Company's debt securities in particular. In addition, the Company's ability to complete the offering and the Company's business are subject to the risks described in the Company's filings with the Securities and Exchange Commission. The Company's annual, quarterly and special reports are available over the internet at the SEC's web site at http://www.sec.gov. Nothing in this press release should be construed as an offer to purchase, or as a notice to redeem, any outstanding 10 1/8% Senior Notes due 2009. ###
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