1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ---------------
Commission file number 1-7573
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
PARKER DRILLING COMPANY STOCK BONUS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PARKER DRILLING COMPANY
8 East Third Street
Tulsa, Oklahoma 74103
2
PARKER DRILLING COMPANY
STOCK BONUS PLAN
INDEX
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Page
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Report of Independent Accountants 3
Financial Statements:
Statements of Net Assets Available for Benefits
at December 31, 2000 and 1999 4
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 2000 and 1999 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets Held for
Investment Purposes at End of Year 13
Schedule H, Line 4j - Schedule of Reportable
Transactions for the Year Ended December 31, 2000 14
Schedule G, Part III - Schedule of
Nonexempt Transactions 15
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Parker Drilling Company Stock Bonus Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Parker Drilling Company Stock Bonus Plan (the "Plan") at December 31, 2000
and 1999, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes, Reportable Transactions, and Nonexempt Transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
July 12, 2001
4
PARKER DRILLING COMPANY STOCK BONUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 2000 AND 1999
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2000 1999
----------- -----------
ASSETS
Investments:
Common stock of Parker Drilling Company at market
value - 2,401,743 shares (cost $12,743,657) and
2,342,987 shares (cost $12,642,010) $12,160,533 $ 7,470,591
Other investments at market value (Note 2) 30,346,500 34,207,513
----------- -----------
Total investments 42,507,033 41,678,104
----------- -----------
Receivables:
Employer matching contribution 219,842 174,867
Employee salary reduction contribution 277,557 102,945
----------- -----------
Total receivables 497,399 277,812
----------- -----------
Total assets 43,004,432 41,955,916
----------- -----------
Net assets available for benefits $43,004,432 $41,955,916
=========== ===========
The accompanying notes are an integral part of these financial statements.
5
PARKER DRILLING COMPANY STOCK BONUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
2000 1999
------------ ------------
Contributions:
Employer $ 1,853,274 $ 1,818,604
Employee salary reduction 3,616,821 3,712,752
Rollover contribution 129,202 6,963,351
Interest and dividend income 2,407,663 2,246,395
Net appreciation (depreciation) in the fair value
of investments (562,364) 3,798,427
Distributions (6,396,080) (5,560,166)
------------ ------------
Net increase 1,048,516 12,979,363
Net assets available for benefits at
beginning of year 41,955,916 28,976,553
------------ ------------
Net assets available for benefits at
end of year $ 43,004,432 $ 41,955,916
============ ============
The accompanying notes are an integral part of these financial statements.
6
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS
On September 1, 1980, Parker Drilling Company and subsidiaries (the
"Company") adopted the Parker Drilling Company Profit Sharing Plan.
Effective September 1, 1985, the name of the plan was changed to the Parker
Drilling Company Stock Bonus Plan (the "Plan").
GENERAL - The Plan is a voluntary defined contribution plan for the benefit
of eligible employees of Parker Drilling Company and its participating
affiliates (the "Company"). The Plan is intended to constitute a qualified
profit sharing plan, and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The following description
of the Plan provides only general information. Participants should refer to
the Summary Plan Description or the Plan document for a more complete
description of the Plan's provisions.
The following are the Plan's current investment funds. The Plan does not
require collateral to support the financial instruments within the funds.
All of these funds are available for participant investment elections.
o COMPANY STOCK INVESTMENT OPTION - PARKER DRILLING COMPANY STOCK -
Contributions are invested in the Parker Drilling Company Stock Fund.
The Trustee will acquire these shares either from Parker Drilling
Company or other sources at the prevailing price on the New York Stock
Exchange or in the open market. The number of shares acquired with
employee contributions will be determined by the average price plus
transaction cost of all shares acquired by the Trustee with
participant contributions made during that payroll period.
o GROWTH EQUITY INVESTMENT OPTION - TWENTIETH CENTURY GROWTH INVESTORS
FUND - Growth Investors is an equity fund that seeks capital growth
over time by investing in common stocks considered by the fund
management to have better-than-average prospects for appreciation.
o AGGRESSIVE EQUITY INVESTMENT OPTION - TWENTIETH CENTURY ULTRA
INVESTORS FUND - Ultra Investors is an aggressive equity fund that
seeks capital growth over time by investing in common stocks
considered by the fund management to have a better-than-average
prospect for appreciation. Its aggressive investment strategy tends to
increase both its share price volatility and its growth potential over
time.
o STABLE VALUE INVESTMENT OPTION - AMERICAN CENTURY PRIME MONEY MARKET
FUND - American Century Prime Money Market Fund seeks the highest
level of current income consistent with preservation of capital. It
buys high quality U.S. dollar-denominated money market instruments and
other short-term obligations of banks, governments and corporations.
It is designed to protect investors from variations in principal value
while providing modest income.
o FIXED INCOME INVESTMENT OPTION - BENHAM GNMA INCOME FUND - Benham GNMA
Income Fund seeks to provide a high level of current income consistent
with safety of principal and investment liquidity by investing
primarily in mortgage-backed Ginnie Mae certificates.
7
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS, Continued
o S&P INDEX INVESTMENT OPTION - AMERICAN CENTURY EQUITY INDEX FUND -
Equity Index seeks the long-term capital appreciation potential of
large capitalization blue chip stocks while minimizing risk through
broad diversification. The fund invests in Barclays Global Investors'
Equity Index Fund E, a highly diversified portfolio of the stocks
included in the Standard & Poor's 500 Composite Stock Price Index (S&P
500 Index).
o SCHWAB PERSONAL CHOICE RETIREMENT ACCOUNT INVESTMENT FUND -
Participants have the option to transfer funds into a Schwab Money
Market Account and to make investment decisions as to how they want
Schwab to invest these funds. The participant must invest at least
$1,000 and cannot invest more than 50% of the aggregate fair market
value of their account on the trade date. No withdrawals or loans are
funded by this account and fees and expenses for investments made by
Schwab are charged to the participant's account.
o STRATEGIC ASSET ALLOCATION - AMERICAN CENTURY STRATEGIC CONSERVATIVE,
MODERATE AND AGGRESSIVE FUND - Strategic Allocation Funds seek a high
level of return by investing in diverse asset classes (stocks, bonds,
and money market securities).
o INTERNATIONAL GROWTH FUND - International Growth Fund seeks capital
growth by investing in a diversified international portfolio of
stocks.
o JP MORGAN US SMALL COMPANY FUND - US Small Company Fund seeks a high
return from a portfolio of small company stocks.
o PARTICIPANT LOANS - Effective September 1, 1996, a loan feature was
added to the Plan which allows participants to borrow up to 50% of
their total vested account balance, subject to a minimum and maximum
borrowing limit of $1,000 and $50,000, respectively. Loans to
participants are made over a maximum period of 60 months or for any
period not to exceed 120 months if the purpose of the loan is to
acquire the Participant's principal residence. The interest rate is
the prime rate plus one percentage point.
ELIGIBILITY - All employees of the Company, other than employees covered by
certain collective bargaining agreements, leased employees and employees
who are not citizens of the United States (except for certain resident
aliens), are eligible to participate in the Plan following the completion
of three months of service with the Company.
8
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS, Continued
BENEFITS - Unless a participant elects to defer payment of his or her
benefits until a later date, the participant will receive a lump sum
payment of his or her entire nonforfeitable interest in the Plan as soon as
administratively feasible in which the later of the following events
occurs:
(a) The participant reaches normal retirement date, or
(b) The participant terminates employment with the Company.
Benefits related to participants who elected to withdraw from the Plan
prior to December 31, 2000 and 1999, but were distributed subsequent to
period end, totaled approximately $0 and $815,000, respectively.
CONTRIBUTIONS - Salary reduction contributions and employer matching
contributions are accrued in the period the Company makes payroll
deductions from plan participants.
Profit sharing contributions from the Company are accrued when authorized
by the Board of Directors.
All contributions are subject to the provisions of the Internal Revenue
Code and are received in the month following the month in which they were
authorized.
EMPLOYER'S CONTRIBUTION - MATCHING - The Company currently matches
participant contributions 100% up to 3% and 50% in excess of 3% up to 5%.
Matching contributions are credited to participant accounts as of each
valuation date and are invested in common stock of the Company. Valuation
dates are as of the date contributions are received by the Trustee.
EMPLOYER'S CONTRIBUTION - PROFIT SHARING CONTRIBUTIONS - The employer's
contributions to the Plan are discretionary and are determined annually by
the Board of Directors of the Company. At December 31 of each year, the
employer's contributions are allocated to each active participant's account
based on the ratio of the participant's compensation for the Plan year to
the total of active participants' compensation for the Plan year.
The Board of Directors of the Company has not exercised its discretion to
make a profit sharing contribution for the years ended December 31, 2000
and 1999.
PARTICIPANTS' SALARY REDUCTION CONTRIBUTIONS - Eligible participants are
not required to contribute to the Plan; however, they may elect to make
voluntary contributions not to exceed 15 percent of their eligible
earnings. Such voluntary contributions may be withdrawn from the Plan under
hardship conditions approved by the Stock Bonus Plan Committee (the
"Committee").
9
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS, Continued
ROLLOVER CONTRIBUTION - Effective January 1, 1999, Hercules Offshore
Corporation 401 (k) Retirement Plan was merged into the Parker Drilling
Company Stock Bonus Plan, which resulted in approximately $6.9 million in
rollover contributions being deposited into the Plan.
PLAN ASSETS - All Plan assets are maintained in a trust administered by
Chase Manhattan Bank. The trustee has authority to invest trust funds,
subject to the provisions of the trust agreement.
PLAN INCOME - Plan income or losses are allocated to all participants in
the ratio that each participant's account bears to the total of all
participant accounts.
During the years ended December 31, 2000 and 1999, certain administrative
costs and expenses of the Plan were paid by Parker Drilling Company. These
costs totaled $47,924 and $61,432, respectively.
VESTING - Participants are always 100% vested in the value of contributions
they have made to their accounts and the related income. As a result of a
plan amendment, all participants in the Plan as of September 1, 1996 and
all future participants became 100% vested for employer matching and profit
sharing contributions and related income.
AMENDMENT AND TERMINATION OF THE PLAN - The Plan can be amended or
terminated by the Company at any time.
DISTRIBUTIONS - Employees may elect to receive distributions from the Plan
in cash or Parker Drilling Company Stock with cash distributed for
fractional shares.
INVESTMENT VALUATION - Investments in mutual funds traded on a national
securities exchange are valued at the closing sales price on the last
business day of the period. Parker Drilling Company stock is valued at the
closing price on the last business day of the period according to the
national securities exchange on which it is traded.
INVESTMENT TRANSACTIONS - Purchases and sales of securities are reported on
a trade-date basis. Gains or losses on sales of investments are determined
on the first-in, first-out basis. Dividend income is reported on the
ex-dividend date. Interest income is recorded as earned.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of realized gains and losses and the unrealized
appreciation (depreciation) on investments.
10
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND
SUMMARY OF OPERATIONS, Continued
ACCOUNTING ESTIMATES - The preparation of the Plan's financial statements
in conformity with generally accepted accounting principles requires the
Plan administrator to make significant estimates and assumptions that
affect the reported amounts of net assets available for benefits at the
date of the financial statements and the changes in net assets available
for benefits during the reporting period and, when applicable, disclosures
of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
2. INVESTMENTS
Plan investments are summarized as follows:
DECEMBER 31,
-----------------------------
2000 1999
------------ -----------
Parker Drilling Company common stock $ 12,160,533* $ 7,470,591 *
------------ -----------
Other investments:
Twentieth Century Growth Investors Fund 7,537,641* 8,539,212*
Twentieth Century Ultra Investors Fund 5,368,935* 5,645,656*
American Century Prime Money
Market Fund 4,706,770* 6,186,887*
Benham GNMA Income Fund 1,511,218 1,783,838
American Century Equity Index Fund 4,811,854* 5,716,405*
Schwab Personal Choice Retirement
Account Investment Fund 1,028,998 1,510,196
American Century Strategic Conservative Fund 155,921 40,814
American Century Strategic Moderate Fund 2,872,875* 3,016,873*
American Century Strategic Aggressive Fund 701,400 153,341
International Growth Fund 27,953 --
JP Morgan US Small Company Fund 3,776 --
Participant loans 1,619,159 1,614,291
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Total other investments 30,346,500 34,207,513
------------ -----------
Total investments $42,507,033 $41,678,104
============ ===========
* Individual investment represents more than 5% of Plan equity.
11
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. TAX STATUS
The Plan obtained its latest determination letter on October 29, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the plan administrator and the plan's tax counsel believe that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
The Plan is intended to be a qualified trust under Section 401(a) of the
Internal Revenue Code and exempt from federal income taxes under the
provisions of Section 501(a). The Plan has a cash and deferred arrangement
intended to meet the requirements of Section 401(k). Amounts contributed by
the Company or by Plan participants will not be taxed to the participant
until the participant receives a distribution or withdraws from the Plan.
4. FORM 5500 RECONCILIATION
Amounts reported in the accompanying financial statements are different
than the amounts reported in the Plan's Forms 5500 due to the DOL
requirement to recognize accrued payables to participants as a liability:
FINANCIAL FORM
STATEMENTS 5500
---------- ----------
Benefits payable as of:
December 31, 2000 $ -- $ --
December 31, 1999 $ -- $ 815,088
Distributions to participants:
For the Year Ended December 31, 2000 $6,396,080 $5,580,992
For the Year Ended December 31, 1999 $5,560,166 $6,145,589
5. RISKS AND UNCERTAINTY
The Plan provides for various investment options in any combination of
money market, fixed income, and equity mutual funds. Investment securities
are exposed to various risks, such as interest rate, market and credit. Due
to the risk associated with certain investments, it is at least reasonably
possible that changes in the values of investment securities will occur in
the near term and that such changes may materially affect participants'
account balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits.
12
PARKER DRILLING COMPANY STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
6. PARTY-IN-INTEREST
Certain Plan investments are shares of Parker Drilling Company common
stock. These transactions represent investments in the Company and,
therefore, qualify as party-in-interest. The fair value of this investment
totaled $12,160,533 and $7,470,591 at December 31, 2000 and 1999,
respectively.
7. FUND ALLOCATION
COMMON
STOCK OF
PARKER
DRILLING PARTICIPANT
COMPANY DIRECTED TOTAL
------------ ------------ ------------
Net assets available for benefits
at December 31, 1999 $ 7,721,889 $ 34,234,027 $ 41,955,916
Contributions:
Employer 1,853,274 -- 1,853,274
Employee salary reduction 449,061 3,167,760 3,616,821
Rollover contribution 2,426 126,776 129,202
Interest and dividend income 380 2,407,282 2,407,662
Net appreciation (depreciation) in the
fair value of investments 4,745,476 (5,307,839) (562,363)
Distribution to employees (1,426,618) (4,969,462) (6,396,080)
Interfund transfers (873,161) 873,161 --
------------ ------------ ------------
Net assets available for benefits at
December 31, 2000 $ 12,472,727 $ 30,531,705 $ 43,004,432
============ ============ ============
COMMON
STOCK OF
PARKER
DRILLING PARTICIPANT
COMPANY DIRECTED TOTAL
------------ ------------ ------------
Net assets available for benefits
at December 31, 1998 $ 5,405,630 $ 23,570,923 $ 28,976,553
Contributions:
Employer 1,818,604 -- 1,818,604
Employee salary reduction 583,038 3,129,715 3,712,753
Rollover contribution 21,979 6,941,372 6,963,351
Interest and dividend income 11,200 2,235,194 2,246,394
Net appreciation (depreciation) in the
fair value of investments (252,893) 4,051,320 3,798,427
Distribution to employees (611,093) (4,949,073) (5,560,166)
Interfund transfers 745,424 (745,424) --
------------ ------------ ------------
Net assets available for benefits
at December 31, 1999 $ 7,721,889 $ 34,234,027 $ 41,955,916
============ ============ ============
13
PARKER DRILLING COMPANY STOCK BONUS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
SCHEDULE H, LINE 4i
AT DECEMBER 31, 2000
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DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUE, INCLUDING MATURITY DATE,
BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, CURRENT
OR SIMILAR PARTY PAR, OR MATURITY VALUE COST VALUE
----------------------- -------------------------------------- ------------- ------------
Parker Drilling Company Common Stock $ 12,743,657 $ 12,160,533
Participant Loans Interest Rates Ranging from 7% - 10.5% -- 1,619,519
American Century Ultra -- 5,368,935
American Century Growth -- 7,537,641
American Century Strategic Allocation Conservative -- 155,921
American Century Strategic Allocation Moderate -- 2,872,875
American Century Strategic Allocation Aggressive -- 701,400
American Century Prime Money market -- 4,706,770
American Century GNMA Ind Fd -- 1,511,218
American Century Equity Index -- 4,811,494
American Century International Growth -- 27,953
Charles Schwab Schwab -- 1,028,998
JP Morgan US Small Company -- 3,776
------------
$ 42,507,033
============
14
PARKER DRILLING COMPANY STOCK BONUS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
SCHEDULE H, LINE 4j
FOR THE YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------
CURRENT
EXPENSE VALUE OF
INCURRED ASSETS ON NET
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION GAIN OR
PARTY INVOLVED OF ASSETS PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
---------------- --------------- ----------- ----------- -------- ----------- ----------- ------------ ---------
Series of
Transactions:
Parker Drilling Parker Drilling
Company Common
Stock $ 3,489,105 $ -- $ -- $ -- $ 3,489,105 $ 3,489,105 $ --
Parker Drilling Parker Drilling
Company Common
Stock -- 3,542,440 -- -- 3,387,458 3,542,440 154,982
15
PARKER DRILLING COMPANY STOCK BONUS PLAN
SCHEDULE OF NONEXEMPT TRANSACTIONS
FORM 5500, SCHEDULE G, PART III
FOR THE YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------
RELATIONSHIP DESCRIPTION
IDENTITY OF PARTY INVOLVED TO PLAN OF THE TRANSACTION AMOUNT
-------------------------- ------------ --------------------------------- ---------
Parker Drilling Company Employer Parker Drilling Company was in $ 23,106
violation of the DOL's regulation
concerning the timely remittance
of participant contributions to
the Plan.
Participants' accounts were $ 2,635
credited with the amount of
investment income that could
have been earned on the
investment had the deposit been
made on a timely basis.
16
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereto duly authorized.
PARKER DRILLING COMPANY
STOCK BONUS PLAN
By /s/ David Tucker
--------------------------
Chairman of the Committee,
Corporate Treasurer
Date: July 16, 2001
17
INDEX TO EXHIBITS
-----------------
EXHIBIT
NO. DESCRIPTION
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23.1 -- Consent of Independent Accountants