- Filing of certain prospectuses and communications in connection with business combination transactions (425)
May 25 2011 - 6:01AM
Edgar (US Regulatory)
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): 24 May 2011
Ensco plc
(Exact name of registrant as specified in its charter)
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England and Wales
(State or other jurisdiction of
incorporation)
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1-8097
(Commission File Number)
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98-0635229
(I.R.S. Employer
Identification No.)
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6 Chesterfield Gardens
London, England W1J 5BQ
(Address of Principal Executive Offices and Zip Code)
Registrants telephone number, including area code: +
44 (0) 20 7659 4660
Not Applicable
(Former name or former address, if changed since last report)
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:
þ
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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SIGNATURE
INFORMATION TO BE INCLUDED IN THE REPORT
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Item 1.01
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Entry into a Material Definitive Agreement
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Ensco plc (Ensco or the Company) held an Annual General Meeting of Shareholders in London,
England on 24 May 2011 (the 2011 Annual General Meeting). As previously described in the
definitive proxy statement for the 2011 Annual General Meeting, upon shareholder approval of
proposals 7, 8 and 9 as described therein, the Company prepared and entered into a deed of release
in favor of all shareholders of record on the relevant record dates for the historic dividends (as
defined therein) and the holders of Ensco American depositary shares representing such Class A
ordinary shares on the record dates for such historic dividends and also prepared and entered into
a deed of release in favor of all directors present at one or more of the board meetings at which
it was resolved to declare and pay the historic dividends to waive and absolutely release any and
all claims, actions, rights, demands or causes of action, and any other actual or potential
liability and obligation, whether under the U.K. Companies Act 2006 or otherwise, whether or not
presently known to Ensco or to the law, whether in England or any other jurisdiction, and whether
in law or in equity, arising out of or in any way in connection with the declaration and/or payment
by the Company of the historic dividends.
The foregoing descriptions of the deeds of release do not purport to be complete and are qualified
in their entirety by reference to the deeds of release, copies of which were filed as Annex A and
B, respectively, to the Companys Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission (SEC) on 5 April 2011 (SEC File No. 001-08097), and are
incorporated herein by reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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In connection with the proposed merger (the Merger) under which Pride International, Inc.
(Pride) will become an indirect, wholly-owned subsidiary of Ensco pursuant to the Agreement and
Plan of Merger, dated as of 6 February 2011 (as amended, the Merger Agreement), by and among
Ensco, Pride and certain subsidiaries of Ensco, and in accordance with the terms of the Merger
Agreement, the Board of Directors of Ensco (the Board) has appointed two directors of Pride,
David A.B. Brown and Francis S. Kalman, as members of the Board, effective and contingent upon the
completion of the Merger, which is expected to occur on 31 May 2011.
The Board appointed Mr. Kalman as a Class II director to serve until the date of the Ensco 2013
annual general meeting and Mr. Brown as a Class III director to serve until the date of the Ensco
2014 annual general meeting, subject to re-election for the remaining portions of their terms at
the Ensco 2012 annual general meeting, or until their earlier resignation or removal.
In connection the appointment of new directors, the total number of directors on the Board was
increased to ten directors from eight pursuant to the terms of the Articles of Association of Ensco
effective and contingent upon the completion of the Merger.
Following is a brief biography of each director appointed to the Board in connection with the
Merger:
David A. B. Brown has served as a Chairman of the Board of Directors of Pride since May 2005. He
became a director of Pride in September 2001 in connection with Prides acquisition of Marine
Drilling Companies, Inc. Mr. Brown was a director of Marine from June 1995 until September 2001.
Mr. Brown is currently Chairman of the Board of Layne Christensen Company. Mr. Brown served as
President of The Windsor Group, Inc., a strategy consulting firm, from 1984 until 2005. Mr. Brown
was Chairman of the Board of the Comstock Group, Inc. from 1988 to 1990. Mr. Brown is also a
director of EMCOR Group, Inc. Mr. Brown served as a director of NS Group, Inc. from 2001 to 2006
and of Petrohawk Energy Corporation from 2006 to 2007.
Francis S. Kalman became a director of Pride in October 2005. Mr. Kalman served as Executive Vice
President of McDermott International, Inc. from February 2002 until his retirement in February 2008
and as Chief Financial Officer from February 2002 until April 2007. From March 2000 to February
2002, he was Senior Vice President and Chief Financial Officer of Vector ESP, Inc. From April 1999
to March 2000, he was a principal of Pinnacle Equity Partners, LLC. From February 1998 to April
1999, he was Executive Vice President and Chief Financial Officer of Chemical Logistics
Corporation. From May 1996 to September 1997, he was Senior Vice President and Chief Financial
Officer of Keystone International, Inc. Mr. Kalman currently serves as a senior advisor to a
private investment subsidiary of Tudor, Pickering, Holt & Co., LLC, which specializes in direct
investments in upstream, oilfield service and midstream companies. Mr. Kalman is a principal of
Ancora Partners, LLC, a private equity group.
The appointed directors will be compensated for their services on the Board in the same manner as
the other non-employee directors. On 24 May 2011, the Board revised the director compensation
policy as follows. Each non-employee director will receive an annual retainer of $90,000.
Additionally, a supplemental annual retainer of $20,000 will be paid to the non-employee Lead
Director and a $15,000 per year retainer will be paid to each non-employee director that serves as
chair of any duly established Board committee.
Following each annual general meeting of shareholders, each non-employee director will receive an
annual equity award composed of $230,000 worth of restricted share units (based on the closing
price of the Companys shares on the date of grant and rounded to the nearest number of shares
divisible by three). The restricted share units will vest ratably at the rate of one-third per
year over a three year period. Restricted share unit awards will fully vest in the event a
non-employee director retires with the consent of the Board. The Board has previously determined
that a non-employee director will be deemed to have retired from the Board for purposes of
restricted share unit award vesting after having served at least five years on the Board as a
non-employee director. Non-employee directors are eligible to participate in U.S. group health and
welfare insurance plans on the same basis and cost as full-time U.S. employees. A non-employee
directors contribution to group health and welfare insurance premium costs is paid in cash or
withheld from the quarterly payments of the directors annual retainer. Directors who are also
employees do not receive any additional compensation for their services as directors.
In connection with the Merger, Ensco will assume outstanding options to acquire shares of Pride
common stock that are outstanding and unexercised immediately prior to the effective time of the
Merger, including those held by non-employee directors of Pride, which options following the Merger
will be converted into the right to acquire Ensco American Depositary Shares (ADS), each whole ADS
representing one Class A Ordinary Share, $0.10 par value, at the equity compensation exchange ratio
to be determined pursuant to the Merger Agreement. Ensco will assume the Pride International, Inc.
2007 Long-Term Incentive Plan, the Pride International, Inc. 1998 Long-Term Incentive Plan, the
Pride International, Inc. 2004 Directors Stock Incentive Plan and the Pride International, Inc.
1993 Directors Stock Option Plan (collectively, as amended, the Pride Stock Plans). All of the
Pride Stock Plans were previously filed by Pride with the SEC and are incorporated into this Item
5.02 by reference. In connection with the closing of the Merger, each of the Pride Stock Plans
will be amended to provide for the delivery of Ensco ADSs upon exercise of the outstanding stock
options with adjustments made to the number of Ensco ADSs deliverable and the exercise price based
on the equity compensation exchange ratio set forth in the Merger Agreement.
Ensco will also enter into its standard Deed of Indemnity for directors with each of Messrs. Brown
and Kalman. The form of a Deed of Indemnity to be entered into with each director was previously
filed with the SEC as Exhibit 10.13 to Enscos Current Report on Form 8-K filed on December 23,
2009 (File No. 1-8097) and is incorporated by reference into this Item 5.02.
On 24 May 2011, the Board revised its committee structure to provide for separate Compensation and
Nominating and Governance Committees and made committee assignments as follows:
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Audit Committee
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Compensation Committee
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Nominating and Governance Committee
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Gerald W. Haddock*
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Thomas L. Kelly II*
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Paul E. Rowsey, III*
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David A. B. Brown**
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J. Roderick Clark
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Gerald W. Haddock
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Keith O. Rattie
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C. Christopher Gaut
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Rita M. Rodriguez
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Rita M. Rodriguez
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Francis S. Kalman**
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Executive Compensation Subcommittee
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Thomas L. Kelly II*
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J. Roderick Clark
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Francis S. Kalman**
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*
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Committee Chair
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**
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Contingent and effective upon conclusion of the Merger
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Revised charters of each of the standing Board committees are available on Enscos website at
www.enscoplc.com under the tab Corporate Governance.
Additional Information
In connection with the proposed acquisition of Pride International, Inc., Ensco has filed a
registration statement including a definitive joint proxy statement/prospectus of Ensco and Pride
with the SEC, which the SEC declared effective on 25 April 2011. INVESTORS AND SECURITY HOLDERS OF
ENSCO AND PRIDE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO IT) BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE
TRANSACTION
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The definitive joint proxy statement/prospectus has been sent to security holders of
Ensco and Pride seeking their approval of the proposed transaction. Investors and security holders
may obtain a free copy of the definitive joint proxy statement/prospectus and other relevant
documents filed by Ensco and Pride with the SEC from the SECs website at www.sec.gov. Security
holders and other interested parties may also obtain, without charge, a copy of the definitive
joint proxy statement/prospectus and other relevant documents by directing a request by mail or
telephone to either Investor Relations, Ensco plc, 500 N. Akard, Suite 4300, Dallas, Texas 75201,
telephone 214-397-3015, or Investor Relations, Pride International, Inc., 5847 San Felipe, Suite
3300, Houston, Texas 77057, telephone 713-789-1400. Copies of the documents filed
by Ensco with the SEC are available free of charge on Enscos website at www.enscoplc.com
under the tab Investors. Copies of the documents filed by Pride with the SEC are available free
of charge on Prides website at www.prideinternational.com under the tab Investor Relations.
Security holders may also read and copy any reports, statements and other information filed with
the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549.
Please call the SEC at (800) 732-0330 or visit the SECs website for further information on its
public reference room.
Ensco and Pride and their respective directors, executive officers and certain other members
of management may be deemed to be participants in the solicitation of proxies from their respective
security holders with respect to the transaction. Information about these persons is set forth in
Enscos proxy statement relating to its 2011 Annual General Meeting of Shareholders, as filed with
the SEC on 5 April 2011, and Prides Amendment No. 1 to its Annual Report on Form 10-K/A, as filed
with the SEC on 29 April 2011, respectively, and subsequent statements of changes in beneficial
ownership on file with the SEC. Security holders and investors may obtain additional information
regarding the interests of such persons, which may be different than those of the respective
companies security holders generally, by reading the registration statement, definitive joint
proxy statement/prospectus and other relevant documents regarding the transaction filed with the
SEC.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2011 Annual General Meeting of Shareholders in London, England on 24 May
2011. There were 143,453,489 Class A ordinary shares, represented by American depositary shares
(shares), entitled to vote at the 2011 Annual General Meeting based on the 31 March 2011 record
date, of which 119,256,113 shares, or approximately 83%, were present and voting in person or by
proxy at the 2011 Annual General Meeting. The following matters, detailed descriptions of which are
contained in the Companys proxy statement dated 4 April, 2011, were voted on at the 2011 Annual
General Meeting:
(i)
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Ordinary resolutions to elect three Class III Directors, each for a
three-year term to expire at the annual meeting of shareholders to be
held in 2014:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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J. Roderick Clark
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110,006,952
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3,992,694
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54,326
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5,202,141
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Daniel W. Rabun
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111,625,468
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2,373,245
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55,259
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5,202,141
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Keith O. Rattie
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113,067,223
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933,644
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53,105
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5,202,141
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The terms of the following Directors continued after the meeting: Gerald W.
Haddock, Thomas L. Kelly II, Paul E. Rowsey, III, C. Christopher Gaut and Rita
M. Rodriguez
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(ii)
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An ordinary resolution to ratify the Audit Committees appointment of
KPMG LLP as the Companys U.S. independent registered public
accounting firm for 2011:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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118,661,578
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572,156
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22,379
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N/A
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(iii)
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An ordinary resolution to re-appoint KPMG Audit Plc as the Companys
U.K. statutory auditors under Companies Act 2006 (to hold office
until the conclusion of the next annual general meeting at which
accounts are laid before the Company):
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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118,657,092
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576,726
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22,295
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N/A
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(iv)
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An ordinary resolution to authorize the Audit Committee to determine
the Companys U.K. statutory auditors remuneration:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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119,171,469
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54,086
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30,558
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N/A
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(v)
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A special resolution regarding the payment of certain prior dividends
to shareholders in order to rectify technical non-compliance with the
U.K. Companies Act 2006: that the entry in the U.K. statutory accounts
of Ensco plc for the year ended 31 December 2010 whereby distributable
profits of Ensco plc have been appropriated to the payment of the
dividends of $0.35 per outstanding Class A ordinary share paid on each
of 18 June 2010, 17 September 2010 and 17 December 2010 to
shareholders of record on 7 June 2010, 6 September 2010 and 6 December
2010, respectively, (the Historic Dividends):
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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113,622,051
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92,895
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339,026
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5,202,141
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(vi)
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A special resolution regarding the payment of Historic Dividends to
shareholders: that any and all claims which Ensco plc may have in
respect of the payment of the Historic Dividends against all
shareholders of record (or the holders of American depositary shares
representing Class A ordinary shares held by such shareholders) on
the relevant record dates for the Historic Dividends be released with
effect from the dates of payment of the respective Historic Dividends
and Ensco plc, its directors and officers be authorized to prepare
and cause Ensco plc to enter into a deed of release with respect to
such claims in the form of the deed produced to the meeting and
signed by the Chairman for the purposes of identification, and any
distribution involved in the giving of any such release in relation
to the Historic Dividends be made out of the distributable profits
appropriated to the Historic Dividends by reference to a record date
identical to the respective record dates for the Historic Dividends:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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113,224,639
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462,245
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367,088
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5,202,141
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(vii)
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A special resolution regarding the payment of Historic Dividends to
shareholders: that any and all claims which Ensco plc may have
against all directors of Ensco plc (both past and present) with
respect to the payment of the Historic Dividends be released and
that Ensco plc, its directors and officers be authorized to prepare
and cause Ensco plc to enter into a deed of release with respect to
such claims in the form of the deed produced to the meeting and
signed by the Chairman for the purposes of identification:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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112,454,863
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1,224,516
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374,593
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5,202,141
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(viii)
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A non-binding advisory vote to approve the compensation of our named executive officers:
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Broker
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Votes For
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Votes Against
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Votes Abstain
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Non-Votes
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89,307,002
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24,060,572
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686,398
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5,202,141
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(ix)
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A non-binding advisory vote on the frequency of the non-binding
advisory shareholder votes on compensation of our named executive
officers:
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Broker
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Votes For 1 Year
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Votes For 2 Years
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Votes For 3 Years
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Votes Abstain
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Non-Votes
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110,514,593
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261,553
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2,538,555
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739,271
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5,202,141
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The Companys Board of Directors has determined that a non-binding advisory vote on the
compensation of our named executive officers will be held annually.
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.
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Ensco plc
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Date: 24 May 2011
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/s/ Douglas J. Manko
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Douglas J. Manko
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Controller
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