-----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, BCvty5TdQ8wHEi6a6MKO3yqqPJ4t0CM0KNY3cXinWOp7zI9+Us33zQz+XAPmdX2T +2c27joQQ+mamYuFa2Zq7g== 0000950129-03-002233.txt : 20030425 0000950129-03-002233.hdr.sgml : 20030425 20030424184034 ACCESSION NUMBER: 0000950129-03-002233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030422 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIDE INTERNATIONAL INC CENTRAL INDEX KEY: 0000833081 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 760069030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13289 FILM NUMBER: 03663145 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE ST ST 3300 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137891400 MAIL ADDRESS: STREET 1: 1500 CITY WEST BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: PRIDE PETROLEUM SERVICES INC DATE OF NAME CHANGE: 19920703 8-K 1 h05185e8vk.txt PRIDE INTERNATIONAL, INC. - DATED 4/22/2003 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 22, 2003 PRIDE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-13289 76-0069030 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 5847 SAN FELIPE, SUITE 3300 HOUSTON, TEXAS 77057 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 789-1400 ITEM 5. OTHER EVENTS On April 22, 2003, Pride International, Inc. issued a notice pursuant to Rule 135c under the Securities Act of 1933 with respect to a private offering of 3.25% Convertible Senior Notes Due 2033. The notice is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Rule 135c notice issued by Pride International, Inc. on April 22, 2003. 2 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. PRIDE INTERNATIONAL, INC. By: /s/ Earl W. McNiel ------------------------------- Earl W. McNiel Vice President and Chief Financial Officer Date: April 24, 2003 3 EXHIBIT INDEX
NO. DESCRIPTION - --- ----------- 99.1 Rule 135c notice issued by Pride International, Inc. on April 22, 2003.
4 EX-99.1 3 h05185exv99w1.txt RULE 135C NOTICE Exhibit 99.1 [PRIDE INTERNATIONAL LOGO] NEWS RELEASE 5847 SAN FELIPE, SUITE 3300 HOUSTON, TEXAS 77057 - (713) 789-1400 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Contact: Earl W. McNiel Nicolas J. Evanoff (713) 789-1400 PRIDE INTERNATIONAL, INC. PRICES $250 MILLION OF 3.25% CONVERTIBLE SENIOR NOTES DUE 2033 HOUSTON, TEXAS, April 22, 2003 - Pride International, Inc. (NYSE: PDE) today announced that it has entered into an agreement, subject to standard closing conditions, for the sale of $250 million of 3.25% convertible senior notes due 2033. Pride has granted to the initial purchaser an option to purchase up to an additional $50 million of notes. The notes will be senior unsecured obligations of Pride. The sale of the notes is expected to close on April 28, 2003. Noteholders may convert the notes at an initial conversion rate of 38.9045 shares of Pride common stock per $1,000 principal amount of notes, which represents a conversion price of $25.704 per common share, under certain circumstances, including if the closing sale price of the common stock exceeds 120% of the conversion price for a specified period of time. The notes will bear interest at a rate of 3.25% per annum. Pride will also pay contingent interest during any six-month interest period commencing May 1, 2008 in which the trading price of the notes for a specified period of time equals or exceeds 120% of their principal amount. Beginning May 5, 2008, Pride may redeem any of the notes at a redemption price of 100% of the principal amount redeemed plus accrued and unpaid interest. In addition, noteholders may require Pride to redeem the notes on May 1 of 2008, 2010, 2013, 2018, 2023 and 2028 at a repurchase price of 100% of the principal amount redeemed plus accrued and unpaid interest. The net proceeds from this offering will be used to repay indebtedness. The notes being sold by Pride and the underlying common stock issuable on the conversion of the notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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. Pride International, Inc., headquartered in Houston, Texas, is one of the world's largest drilling contractors. The Company provides onshore and offshore drilling, workover and related services in more than 30 countries, operating a diverse fleet of 331 rigs, including two ultra-deepwater drillships, 11 semisubmersible rigs, 35 jackup rigs, and 29 tender-assist, barge and platform rigs, as well as 254 land rigs. -----END PRIVACY-ENHANCED MESSAGE-----