As filed with the Securities and Exchange Commission on December 17, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
SCHEDULE TO-I
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
NABORS INDUSTRIES, INC.
NABORS INDUSTRIES LTD.
(Name of Subject Company (issuer))
NABORS INDUSTRIES, INC.
NABORS INDUSTRIES LTD.
(Name of Filing Person (offeror))
ZERO COUPON SENIOR EXCHANGEABLE NOTES DUE 2023
(Title of Class of Securities)
629568AK2
629568AJ5
(CUSIP Number of Class of Securities)
BRUCE M. TATEN
VICE PRESIDENT AND GENERAL COUNSEL
NABORS CORPORATE SERVICES, INC.
515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
(281) 874-0035
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
RONALD C. BARUSCH
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
(202) 371-7000
CALCULATION OF FILING FEE
TRANSACTION VALUATION(a) AMOUNT OF FILING FEE
$700,000,000 $88,690.00*
(a) Determined pursuant to Rule 0-11(b)(1) of the Securities and Exchange Act
of 1934, as amended. Based upon the maximum amount of cash that might be
paid for Nabors Industries, Inc.'s Zero Coupon Senior
Exchangeable Notes Due 2023 (the "Old Securities"), guaranteed by
Nabors Industries Ltd., assuming that all outstanding Old Securities
are purchased at a price of $1,000 per $1,000 principal amount. The
amount of the filing fee, calculated in accordance with the Securities
Exchange Act of 1934, as amended, and the Fee Rate Advisory No. 7
issued by the Securities and Exchange Commission on January 26, 2004,
equals $126.70 per $1,000,000 of the maximum aggregate price at which
Old Securities are proposed to be purchased.
* Previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
[ ] Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[ ] third party tender offer subject to Rule 14d-1
[X] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule l3e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [X]
This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule TO-I originally filed with the Securities and Exchange Commission on
November 12, 2004, as amended and supplemented by Amendment No. 1 thereto, filed
on December 2, 2004, by Amendment No. 2 thereto, filed on December 7, 2004 and
by Amendment No. 3 thereto, filed on December 13, 2004 (as amended and
supplemented, the "Schedule TO-I") by Nabors Industries, Inc., a Delaware
corporation (the "Company"), and the Company's parent, Nabors Industries Ltd., a
Bermuda exempted company ("Nabors" and, together with the Company, the
"Offerors"), relating to the Offerors' offer to exchange $1,000 principal amount
of the Company's Series B Zero Coupon Senior Exchangeable Notes Due 2023 (the
"New Securities"), guaranteed by Nabors, for each $1,000 principal amount of
validly tendered and accepted outstanding of the Company's Zero Coupon Senior
Exchangeable Notes Due 2023.
The Exchange Offer was made upon the terms and subject to the
conditions contained in the offering circular dated November 12, 2004 (as
amended and supplemented by Amendments No. 1, 2 and 3, the "Offering Circular")
and the related Letter of Transmittal, which are incorporated herein by
reference. This Amendment No. 4 is intended to satisfy the reporting
requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as
amended. Copies of the Offering Circular and the Letter of Transmittal were
previously filed with the Schedule TO-I as Exhibits (12)(a)(1)(i) and
(12)(a)(1)(ii), respectively. Capitalized terms have the same meanings as in the
Schedule TO-I and the Offering Circular.
The information in the Offering Circular and the Letter of Transmittal
is incorporated in this Amendment No. 4 to the Schedule TO-I by reference in
response to all of the applicable items in the Schedule TO-I, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.
This Amendment No. 4 is the final amendment to the Schedule TO-I.
ITEM 4 (TERMS OF THE TRANSACTION) AND ITEM 11 (ADDITIONAL INFORMATION).
Items 4 and 11 of the Schedule TO-I are hereby amended and supplemented
by adding the following:
As previously reported, the Exchange Offer expired at midnight, New
York City time, on Friday, December 10, 2004 (the "Expiration Date"). As of the
Expiration Date, $686.393 million aggregate principal amount of the issued and
outstanding Old Securities had been properly tendered for exchange by delivery
of the Old Securities and a Letter of Transmittal to the Exchange Agent. On
December 13, 2004, the Offerors announced their acceptance of such Old
Securities and, in exchange, the Company issued a like principal amount of the
New Securities. An additional $7.627 million aggregate principal amount of Old
Securities has been tendered for exchange pursuant to the notice of guaranteed
delivery procedures described in the Offering Circular, which Old Securities and
Letters of Transmittal have now been delivered to the Exchange Agent.
Accordingly, the Offerors have accepted $694.020 million aggregate principal
amount of Old Securities, representing in excess of 99%, of the issued and
outstanding Old Securities, and, in exchange, will issue a like principal amount
of the New Securities. Following the issue of such additional New Securities,
$5.98 million aggregate principal amount of Old Securities will be outstanding.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Nabors Industries, Inc.
By: /s/ Bruce P. Koch
--------------------------------------
Name: Bruce P. Koch
Title: Vice President - Finance &
Chief Financial Officer
Dated: December 17, 2004
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Nabors Industries Ltd.
By: /s/ Daniel McLachlin
--------------------------------------
Name: Daniel McLachlin
Title: Vice President - Administration
& Secretary
Dated: December 17, 2004
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