defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to §240.14a-12
PRIDE INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
|
|
|
|
|
|
|
4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
5) |
|
Total fee paid: |
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
As we prepare for the merger with Ensco, we have received a number of questions relating to
compensation and HR policy. I wanted to take this opportunity to provide some additional
information regarding some specifics including the Change in Control provisions that will be
available to certain employees of Pride. You should be familiar with the following provisions as
we move towards the expected closing in mid-2011.
2011 AIP Bonus
Prides Annual Incentive Plan (AIP) stipulates that in the event of a change in control, all AIP
participants will be deemed to have fully attained the maximum level of achievement of all
performance measures. In other words, following the closing of the merger with Ensco, you will
be eligible to receive a prorated payment of what would have been your full-year 2011 AIP bonus at
the maximum achievable target for your position. The proration will be based on the number of full
calendar months in 2011 that Pride operates as a stand alone entity prior to merging with
Ensco.
Retention Plan
Pride and Ensco management are working on a retention plan whereby certain positions may be
offered additional compensation if the employees assigned to those positions choose to remain
employed with the combined company through a specified date. Not all positions will be eligible to
participate in this plan. Eligibility for participation in this plan is not based on the value we
place on the job or the employee apart from the transaction with Ensco, but rather on how critical
the position is to a successful integration with Ensco. Employees eligible for a retention bonus
will be notified in the coming weeks.
Outstanding Equity
Prides equity incentive plans were designed to protect the value of equity grants in the event of
a change in control. Therefore, if you currently have outstanding equity awards, the awards will
generally vest upon the close of the merger with Ensco according to the terms of the awards. As a
reminder, unvested awards may be forfeited should you terminate your employment with Pride prior to
the closing of the merger.
Severance Payments
Prides published Change in Control policy outlines what severance benefits will be provided to
eligible employees, and under what conditions, if their employment is terminated involuntarily
without cause as a result of, or within 12 months after, the merger with Ensco. Severance will
be calculated based on the salary grade of your position and your length of service with Pride. A
copy of this policy can be viewed on the Pride Platform in the QSMS.
Health Insurance
Eligible employees who remain employed by the combined company will continue to receive Pride
health benefits through 2011 and will have the option to enroll in Enscos health benefit plans
beginning in 2012. If your employment terminates as a result of the merger with Ensco, you
will have the option to elect health plan continuation under COBRA just as you would if your
employment terminated for any other reason. Employees who are eligible to elect COBRA following
the termination of their employment will receive detailed information on this benefit.
Outplacement Services
Employees who do not remain employed with the combined company will be eligible to participate in
outplacement services designed to assist with the transition process and new job search. Details
of this program will be made available at a later date.
I understand the current uncertainty about your future employment may be stressful, but please know
that we are working as quickly as we can to formalize transition plans with Ensco and come to
decisions on how the new organization will be structured. Please note that even if employees are
not asked to remain with the combined company, many will be needed during a transition/integration
period, which in some cases may be for the remainder of 2011. We will continue to apprise you of
information as it becomes available, but in the meantime please do not hesitate to contact your HR
manager for additional questions or concerns.
Additional Information
In connection with the proposed transaction, Ensco has filed a registration statement
including a preliminary joint proxy statement/prospectus of Ensco and Pride with the SEC. INVESTORS
AND SECURITY HOLDERS OF ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT
AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus will be sent to
security holders of Ensco and Pride seeking their approval of the proposed transaction. Investors
and security holders may obtain a free copy of the definitive joint proxy statement/prospectus
(when available) and other relevant documents filed by Ensco and Pride with the SEC from the SECs
website at www.sec.gov. Security holders and other interested parties may also obtain, without
charge, a copy of the definitive joint proxy statement/prospectus (when available) and other
relevant documents by directing a request by mail or telephone to either Investor Relations, Ensco
plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201, telephone 214-397-3015, or Investor Relations,
Pride International, Inc., 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone
713-789-1400. Copies of the documents filed by Ensco with the SEC are available free of charge on
Enscos website at www.enscoplc.com under the tab Investors. Copies of the documents filed by
Pride with the SEC are available free of charge on Prides website at www.prideinternational.com
under the tab Investor Relations. Security holders may also read and copy any reports, statements
and other information filed with the SEC at the SEC public reference room at 100 F Street N.E.,
Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SECs website
for further information on its public reference room.
Ensco and Pride and their respective directors, executive officers and certain other members
of management may be deemed to be participants in the solicitation of proxies from their respective
security holders with respect to the transaction. Information about these persons is set forth in
Enscos proxy statement relating to its 2010 General Meeting of Shareholders and Prides proxy
statement relating to its 2010 Annual Meeting of Stockholders, as filed with the SEC on April 5,
2010 and April 1, 2010, respectively, and subsequent statements of changes in beneficial ownership
on file with the SEC. Security holders and investors may obtain additional information regarding
the interests of such persons, which may be different than those of the respective companies
security holders generally, by reading the registration statement, the definitive joint proxy
statement/prospectus (when available) and other relevant documents regarding the transaction filed
by Ensco and Pride with the SEC.