Exhibit 99 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 [FEE REQUIRED] For the fiscal year ended August 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to --------------- --------------- Commission file number 1-7573 ------------------------------------------ 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 PARKER DRILLING COMPANY STOCK BONUS PLAN REPORTS ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES For the Years Ended August 31, 1997 and 1996 PARKER DRILLING COMPANY STOCK BONUS PLAN INDEX
Page ---- Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Benefits at August 31, 1997 and 1996 3 Statement of Changes in Net Assets Available for Benefits for the Years Ended August 31, 1997 and 1996 4 Notes to Financial Statements 5 Schedules --------- Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes at August 31, 1997 I 13 Item 27d - Schedule of Reportable Transactions for the Year Ended August 31, 1997 II 14 /TABLE REPORT OF INDEPENDENT ACCOUNTANTS To the Stock Bonus Plan Committee Parker Drilling Company Stock Bonus Plan We have audited the accompanying statement of net assets available for benefits of Parker Drilling Company Stock Bonus Plan as of August 31, 1997 and 1996 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Parker Drilling Company Stock Bonus Plan at August 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Parker Drilling Company Stock Bonus Plan are presented for the purposes of complying with the Department of Labor's Rules & Regulations for Reporting and Disclosure under the Employee Retirement Act of 1974 and are not a required part of the basis financial statements. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basis financial statements taken as a whole. By: /s/ COOPERS & LYBRAND L.L.P. ---------------------------- COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma December 15, 1997 PARKER DRILLING COMPANY STOCK BONUS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
ASSETS ------ August 31, -------------------------- 1997 1996 ----------- ---------- Cash $ - $ 6,897 Investments: Common stock of Parker Drilling Company at market value - 1,130,387 shares (cost $6,943,623) in 1997 and 1,152,803 shares (cost $7,204,451) in 1996 14,913,697 8,069,621 Other investments at market value (Note 2) 18,312,632 11,801,116 ---------- ---------- Total investments 33,226,329 19,870,737 ---------- ---------- Receivables: Employer matching contribution 106,120 - Employee salary reduction contribution 137,664 89,053 ---------- ---------- Total receivables 243,784 89,053 ---------- ---------- Total assets 33,470,113 19,966,687 ---------- ---------- Net assets available for benefits $33,470,113 $19,966,687 ----------- ----------- ----------- ----------- The accompanying notes are an integral part of these financial statements.
PARKER DRILLING COMPANY STOCK BONUS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended August 31, -------------------------- 1997 1996 ------------ ------------ Contributions: Employer $ 803,203 $ 609,387 Employee salary reduction 2,558,164 1,423,937 Rollover contribution 1,513,884 - Interest and dividend income 768,724 849,558 Net appreciation in the fair value of investments 9,416,953 1,152,004 Distributions (1,557,502) (2,147,169) ----------- ----------- Net increase 13,503,426 1,887,717 Net assets available for benefits at beginning of year 19,966,687 18,078,970 ----------- ----------- Net assets available for benefits at end of year $ 33,470,113 $ 19,966,687 ------------ ------------ ------------ ------------ The accompanying notes are an integral part of these financial statements.
PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND SUMMARY OF OPERATIONS On September 1, 1980, Parker Drilling Company (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 the 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"). During 1996, the Plan changed from Chemical Bank as trustee to Chase Manhattan Bank effective April 1, 1996. In the change five new fund investment options were added and five fund investment options were terminated. During 1997, an investment option and a loan fund were added. 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 amount of accounting loss, which could be experienced by the Plan if the parties to the following investment funds failed to perform according to the terms of their contracts, is generally the book value of the investment. The Plan does not require collateral to support the financial instruments within the funds. All of these funds are available for participant investment elections. 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. GROWTH EQUITY INVESTMENT OPTION - TWENTIETH CENTURY GROWTH INVESTORS - Growth Investors is an equity fund that seeks capital growth over time by investing in common stocks considered by management to have better- than-average prospects for appreciation. PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND SUMMARY OF OPERATIONS, Continued AGGRESSIVE EQUITY INVESTMENT OPTION - TWENTIETH CENTURY ULTRA INVESTORS - - Ultra Investors is an aggressive equity fund that seeks capital growth over time by investing in common stocks considered by 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. STABLE VALUE INVESTMENT OPTION - BENHAM PRIME MONEY MARKET FUND - Benham 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. 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. BALANCED INVESTMENT OPTION - MAS FUNDS MULTI-ASSET CLASS PORTFOLIO - MAS Funds Multi-Asset Class Portfolio seeks to achieve above average total return by investing in diverse asset classes (domestic stocks and bonds, international stocks and bonds, and high-yield bonds) relative to the appropriate benchmarks and returns of similarly managed funds. S&P INDEX INVESTMENT OPTION - BARCLAYS EQUITY INDEX - 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). 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 $2,500 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. PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND SUMMARY OF OPERATIONS, Continued 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 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 Parker Drilling Company and subsidiaries (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 one year of service with the Company. ROLLOVER CONTRIBUTION - During 1997, as a result of an acquisition, a rollover contribution qualifying under Code Section 401(a)(31) was made to the Plan. 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. 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. PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND SUMMARY OF OPERATIONS, Continued EMPLOYER'S CONTRIBUTION - MATCHING - The Company currently matches participant contributions dollar for dollar up to 3% of his/her eligible earnings. Matching contributions are credited to participant accounts as of each valuation date and are invested in common stock of the Company. Valuation dates are the last business day of each month. 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 August 31st 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 fiscal year 1997 and 1996. 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"). PLAN ASSETS - All Plan assets are maintained in a trust administered by Chase Manhattan Bank effective April 1, 1996, and by Chemical Bank prior to April 1, 1996. 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 1997 and 1996, certain administrative costs and expenses of the Plan were paid by Parker Drilling Company. These costs totaled $43,674 and $73,639 for the Plan years ended August 31, 1997 and 1996, respectively. VESTING - Participants are always 100% vested in the value of contributions they have made to their accounts and the related income, however, as of September 1, 1996, as a result of a plan amendment, all participants in the Plan became 100% vested for employer matching and profit sharing contributions and related income. PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND SUMMARY OF OPERATIONS, Continued FORFEITURES AND TERMINATIONS - The portion of a participant's matching and profit sharing account which is not vested will become a forfeiture in the year the terminated participant receives payment of the vested portion of their accounts. If the participant did not receive a distribution of the vested portion of his account, or if the participant was not vested, the nonvested portion of the participant's account will be forfeited after the participant has had a break of service of five years. The portion which was forfeited will be reinstated to the participant's account if he resumes employment before a break in service of five years and if he repays in one sum the amounts which were distributed to the participant since he terminated employment. If the participant is re- employed after a break in service of five years, the nonvested portion of the participant's account will not be reinstated and he will not be able to repay to the Plan the prior distribution. The forfeitures relating to the employer's matching and profit sharing portions not used to pay Plan expenses are allocated to the remaining participants in the same manner as the employer's contributions mentioned above. For the years ended August 31, 1997 and 1996, the amount of Company-matched forfeitures allocated to the remaining participants were $0 and $13,643, respectively. The amount of Company profit sharing forfeitures available during fiscal 1997 was $0 and $15,685 during fiscal 1996. These profit-sharing forfeitures were used to pay Plan expenses for 1996. Upon retirement, death or disability, participants become fully vested in the value of their accounts. AMENDMENT AND TERMINATION OF THE PLAN - The Plan can be amended or terminated by the Company at any time. In the event the employer elects to terminate the Plan, participants will become 100% vested in the value of their accounts. DISTRIBUTIONS - Employees may elect to receive distributions from the Plan in cash or 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 has been valued at the closing price on the last business day of the period PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AND SUMMARY OF OPERATIONS, Continued 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. 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. PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 2. INVESTMENTS Plan investments are summarized as follows at August 31:
1997 1996 -------------------------- ----------------------- Market Market Value Cost Value Cost ----------- ----------- ----------- ----------- Parker Drilling Company common stock $14,913,697 $ 6,943,623 $ 8,069,621 $ 7,204,451 ----------- ----------- ----------- ----------- Other investments Twentieth Century Growth Investors 4,479,251 3,433,179 3,218,500 3,200,838 Twentieth Century Ultra Investors 2,585,237 2,209,954 1,474,554 1,515,786 Benham Prime Money Market Fund 4,146,457 4,146,457 2,868,712 2,868,712 Benham GNMA Income Fund 1,252,090 1,240,556 1,019,962 1,038,351 MAS Funds Multi-Asset Class Portfolio 2,365,404 2,170,658 1,865,221 1,875,803 Barclays Equity Index 2,170,361 1,726,480 1,354,167 1,353,118 Schwab Personal Choice Retirement Investment Fund 678,760 678,760 - - Participant loans 635,072 - - - ----------- ----------- ----------- ----------- Total other investments 18,312,632 15,606,044 11,801,116 11,852,608 Total investments $33,226,329 $22,549,667 $19,870,737 $19,057,059 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Individual investment represents more than 5% of Plan equity
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. PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 4.FUND ALLOCATION
Participant Directed ------------------------------------------------------------------------- Common Benham Stock of Twentieth Twentieth Prime Benham Parker Century Century Money GNMA Drilling Growth Ultra Market Income Company Investors Investors Fund Fund ------------- ------------- -------------- ------------- ------------- Net assets available for benefits at August 31, 1996 $ 8,088,024 $ 3,239,006 $ 1,495,324 $ 2,879,239 $ 1,023,713 Contributions: Employer 1,040,148 - - - - Employee salary reduction 541,789 706,204 800,198 450,169 318,963 Interest and dividend income 24,503 65,055 101,072 178,450 83,579 Net appreciation (depreciation) in the fair value of investments 7,002,400 1,147,917 488,173 - 29,487 Distributions to employees (534,815) (155,049) (33,985) (358,104) (267,008) Interfund transfers (1,112,743) (496,359) (234,077) 1,010,420 68,829 ------------- ------------- -------------- ------------- ------------- Net assets available for benefits at August 31, 1997 $15,049,306 $4,506,774 $2,616,705 $4,160,174 $1,257,563 ------------- ------------- -------------- ------------- ------------- ------------- ------------- -------------- ------------- -------------
PARKER DRILLING COMPANY STOCK BONUS PLAN NOTES TO FINANCIAL STATEMENTS 4.FUND ALLOCATION (continued)
Participant Directed ------------------------------------------------------------------------- Schwab Personal MAS Choice Funds Retirement Multi-Asset Barclays Account Class Equity Investment Participant Portfolio Index Fund Loans Total ------------- ------------- -------------- ------------- ------------- Net assets available for benefits at August 31, 1996 $ 1,876,424 $ 1,364,957 $ - $ - $ 19,966,687 Contributions: Employer - - - - 1,040,148 Employee salary reduction 413,199 604,581 - - 3,835,103 Interest and dividend income 236,405 226 46,892 32,542 768,724 Net appreciation (depreciation) in the fair value of investments 219,311 529,665 - - 9,416,953 Distributions to employees (128,583) (39,290) - (40,668) (1,557,502) Interfund transfers (239,001) (272,135) 631,868 643,198 - ------------- ------------- -------------- ------------- ------------- Net assets available for benefits at August 31, 1997 $ 2,377,755 $ 2,188,004 $ 678,760 $ 635,072 $33,470,113 ------------- ------------- -------------- ------------- ------------- ------------- ------------- -------------- ------------- -------------
SUPPLEMENTAL SCHEDULES Schedule I ---------- PARKER DRILLING COMPANY STOCK BONUS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES August 31, 1997
Identity of Issue, Borrower Interest Number Current Lessor, or Similar Party Rate of Units Cost Value - ------------------------------------------ -------------- ------------- ------------ ------------ Common stock of Parker Drilling Company - 1,130,387 $ 6,943,623 $ 14,913,697 ------------ ------------ Other investments Twentieth Century Growth Investors - 163,895 3,433,179 4,479,251 Twentieth Century Ultra Investors - 76,486 2,209,954 2,585,237 Benham Prime Money Market Fund - 4,146,457 4,146,457 4,146,457 Benham GNMA Income Fund - 118,569 1,240,556 1,252,090 MAS Funds Multi-Asset Class Portfolio - 180,703 2,170,658 2,365,404 Barclays Equity Index - 103,007 1,726,480 2,170,361 Schwab Personal Choice Retirement Account Investment Fund - 678,761 678,760 678,760 Participant Loans 9.25-9.5% - - 635,072 ------------- ------------ Total other investments 15,606,044 18,312,632 ------------- ------------ Total investments $ 22,549,667 $ 33,226,329 ------------- ------------ ------------- ------------
Schedule II ----------- PARKER DRILLING COMPANY STOCK BONUS PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS For the Year Ended August 31, 1997
Fair Value Number of Asset on Net Gain of Description Purchase Selling Cost of Transaction (Loss) on Units Identify of Party of Assets Price Price Asset Date Sale - -------- ----------------- ----------- ----------- --------- ---------- ----------- ---------- 1,502,492 Benham Group Benham Prime Money Market Fund $1,502,492 $ - $1,502,492 $1,502,492 $ - 1,383,114 Benham Group Benham Prime Money Market Fund - 1,383,114 - 1,383,114 -
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 DATE: February 4, 1998 By /s/ I. E. Hendrix -------------------------------------- I. E. Hendrix Chairman of the Committee, Treasurer & Vice President of the Company