UNITED STATES
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) OCTOBER 25, 2004
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 000-49887 980363970
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
2ND FL. INTERNATIONAL TRADING CENTRE
WARRENS
PO BOX 905E
ST. MICHAEL, BARBADOS N/A
(Address of principal executive offices) (Zip Code)
(246) 421-9471
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 25, 2004, Nabors Industries, Inc., a Delaware corporation,
as issuer ("Nabors Delaware"), and Nabors Industries Ltd., a Bermuda exempted
company, as guarantor (the "Company"), entered into a Second Supplemental
Indenture (the "2021 Supplemental Indenture"), with J.P. Morgan Trust Company,
National Association (as successor to Bank One, N.A.), as trustee (the
"Trustee"), to the Indenture, dated as of February 5, 2001, as amended (the
"2021 Indenture"), by and among Nabors Delaware, the Company and the Trustee
with respect to Nabors Delaware's Zero Coupon Convertible Senior Debentures due
2021 (the "2021 Securities"). Nabors Delaware is a wholly owned subsidiary of
the Company.
In addition, on October 25, 2004, Nabors Delaware, as issuer, and the
Company, as guarantor, entered into a First Supplemental Indenture with the
Trustee (together with the 2021 Supplemental Indenture, the "Supplemental
Indentures") to the Indenture, dated as of June 10, 2003 (together with the 2021
Indenture, the "Existing Indentures"), by and among Nabors Delaware, the Company
and the Trustee with respect to Nabors Delaware's Zero Coupon Senior
Exchangeable Notes due 2023 (the "2023 Securities" and together with the 2021
Securities, the "Securities").
The Supplemental Indentures contain the following provisions and
generally have the following effects on the Existing Indentures:
o The Existing Indentures provided that Nabors Delaware had the right to
elect, by written notice to holders ("Company Notice"), to pay the
purchase price in cash or in the Company's common shares ("Common
Shares"), or any combination of cash and Common Shares, when holders
require Nabors Delaware to repurchase all or a portion of the
Securities at the holder's option as provided in the Existing
Indentures. In the Supplemental Indentures, Nabors Delaware and the
Company covenanted and agreed for the benefit of the holders of
Securities that in any Company Notice, Nabors Delaware will in all
circumstances elect to pay the purchase price described above solely in
cash.
o The Existing Indentures provide that upon an exchange of 2023
Securities or conversion of 2021 Securities, Nabors Delaware has the
right to elect, by written notice to holders, instead of delivering the
number of Common Shares to be delivered upon such exchange or
conversion, as the case may be, to pay such holder, in respect of all
or a portion of such Securities, an amount of cash based on the value
of such Common Shares determined pursuant to the Existing Indentures,
provided that if such payment of cash is not permitted pursuant to the
provisions of the Existing Indentures or any other agreement or
instrument to which Nabors Delaware is a party or by which Nabors
Delaware is bound or otherwise or an event of default under the
respective Existing Indenture has occurred and is continuing, then
Nabors Delaware will deliver Common Shares upon such exchange or
conversion of such Securities (notwithstanding any notice of election
to pay cash on such exchange or conversion). In the Supplemental
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Indentures, Nabors Delaware and the Company covenanted and agreed for
the benefit of the holders of Securities that the written notice
described in the first sentence of this paragraph, will in all
circumstances specify that Nabors Delaware will make payment solely in
cash for all Securities submitted for exchange or conversion unless the
Full Cash Price (as defined in the Supplemental Indentures) for a
Security is greater than the Principal Amount (as defined in the
Existing Indentures) thereof, in which case Nabors Delaware will (x)
pay in cash the percentage of the Full Cash Price equal to the quotient
obtained by dividing the Principal Amount of such Security by the Full
Cash Price for such Security, and (y) pay the remaining portion of the
payment for such Securities in either, at Nabors Delaware's option,
cash or Common Shares.
o Deleting in their entirety provisions in the Existing Indentures that
permitted Nabors Delaware and the Company, at Nabors Delaware or the
Company's option, to enter into exchange or conversion arrangements
with investment banks when Nabors Delaware calls the Securities for
redemption.
The Supplemental Indentures were entered into without the consent of
holders of Securities pursuant to Section 9.01(4) of each of the Existing
Indentures. Section 9.01(4) of each of the Existing Indentures permits
amendments without the consent of holders to make any change that does not
adversely affect the rights of any holder of Securities.
The above description of the Supplemental Indentures is a summary only
and is qualified in its entirety by reference to the Supplemental Indentures
which are filed as exhibits to this Current Report on Form 8-K.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Second Supplemental Indenture, dated as of October 25, 2004,
by and among Nabors Industries, Inc., as issuer ("Nabors
Delaware"), Nabors Industries Ltd., as guarantor (the
"Company"), and J.P. Morgan Trust Company, National
Association (as successor to Bank One, N.A.), as trustee (the
"Trustee"), to the Indenture, dated as of February 5, 2001, as
amended, with respect to Nabors Delaware's Zero Coupon
Convertible Senior Debentures due 2021.
4.2 First Supplemental Indenture, dated as of October 25, 2004, by
and among Nabors Delaware, as issuer, the Company, as
guarantor, and the Trustee, to the Indenture, dated as of June
10, 2003, with respect to Nabors Delaware's Zero Coupon Senior
Exchangeable Notes due 2023.
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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 hereunder duly authorized.
NABORS INDUSTRIES LTD.
By: /s/ Daniel McLachlin
---------------------------------
Name: Daniel McLachlin
Title: Vice President - Administration
& Secretary
Date: October 26, 2004
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Second Supplemental Indenture, dated as of October 25, 2004,
by and among Nabors Industries, Inc., as issuer ("Nabors
Delaware"), Nabors Industries Ltd., as guarantor (the
"Company"), and J.P. Morgan Trust Company, National
Association (as successor to Bank One, N.A.), as trustee (the
"Trustee"), to the Indenture, dated as of February 5, 2001, as
amended, with respect to Nabors Delaware's Zero Coupon
Convertible Senior Debentures due 2021.
4.2 First Supplemental Indenture, dated as of October 25, 2004, by
and among Nabors Delaware, as issuer, the Company, as
guarantor, and the Trustee, to the Indenture, dated as of June
10, 2003, with respect to Nabors Delaware's Zero Coupon Senior
Exchangeable Notes due 2023.
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