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