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 19, 2004

 

 

SUPERIOR ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware (State or other jurisdiction)

0-20310 (Commission File Number)

75-2379388 (IRS Employer Identification No.)

 

 

1105 Peters Road, Harvey, Louisiana (Address of principal executive offices)

70058 (Zip Code)

 

 

 

(504) 362-4321

(Registrant's telephone number, including area code)

 

Item 1.02.

Termination of a Material Definitive Agreement.

In connection with the closing of its previously announced public offering of common stock, Superior Energy Services, Inc. (the "Company") entered into Mutual Release and Termination Agreements, dated as of October 19, 2004, each by and among the Company and First Reserve Fund VII, Limited Partnership and First Reserve Fund VIII, L.P. (collectively, the "First Reserve Funds"), for the termination of the Stockholders' Agreement and Registration Rights Agreement existing between them.

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)     Ben A Guill and Joseph R. Edwards have each resigned as a director of the Company, effective October 19, 2004. Messrs. Guill and Edwards were designated to serve on the Company's board of directors by the First Reserve Funds, pursuant to the terms of the Stockholders' Agreement.

Item 8.01.

Other Events.

On October 19, 2004, the Company issued the press release attached hereto as Exhibit 99.1, announcing that it has closed its previously announced public offering of common stock, and that two directors have resigned from the Company's board. The press release is included as Exhibit 99.1 to this Report, and the description of the press release is qualified in its entirety by reference to such Exhibit.

Item 9.01.

Financial Statements and Exhibits.

 

	(c)	Exhibits.
		99.1	Press release issued by Superior Energy Services, Inc., dated October 19, 2004.

 

SIGNATURES

            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.

 

	SUPERIOR ENERGY SERVICES, INC.
	By:	/s/ Robert S. Taylor
		Robert S. Taylor
		Chief Financial Officer

 

Dated:    October 19, 2004

		EXHIBIT  99.1
		1105 Peters Road  Harvey, Louisiana 70058 (504) 362-4321 Fax  (504) 362-4966 NYSE: SPN

FOR IMMEDIATE RELEASE	FOR FURTHER INFORMATION CONTACT: Terence Hall, CEO; Robert Taylor, CFO; Greg Rosenstein, VP of Investor Relations, 504-362-4321

 

Superior Energy Services, Inc. Announces Closing of Public Offering of
Common Stock Offering, Resignation of Two Directors

(Harvey, LA, Tuesday, October 19, 2004) Superior Energy Services, Inc. ("Superior") (NYSE: SPN) today announced that it has closed a public offering of 9,696,627 shares of its common stock, which priced after the market closed on Thursday, October 14, 2004 at a price to the public of $12.25 per share.  All shares were sold by the Company.  The underwriters also have a 30-day option to purchase up to 1,454,494 additional shares of Superior's common stock solely to cover over-allotments, if any.

Net proceeds from this offering were approximately $113 million, after deducting underwriting discounts and commissions and the estimated expenses of the offering.  Superior used all of the net proceeds to repurchase 9,696,627 shares of Superior common stock from First Reserve Fund VII, Limited Partnership and First Reserve Fund VIII, L.P. (the "First Reserve Funds"). The 9,696,627 shares were purchased by Superior at a price of $11.69875 per share and retired upon repurchase.

Subsequent to the offering, Ben A. Guill and Joseph R. Edwards, both of First Reserve Corporation, resigned as directors of Superior Energy Services, Inc.

"I want to thank Mr. Guill and Mr. Edwards for their service on our Board," said Terry Hall, CEO of Superior Energy Services, Inc.  "Our relationship with First Reserve has added value to our company in many ways.  We are grateful for the leadership and counsel provided during the past five years."

Superior Energy Services, Inc. provides a broad range of specialized oilfield services and equipment primarily to major and independent oil and gas companies engaged in the exploration, production and development of oil and natural gas properties offshore in the Gulf of Mexico and throughout the Gulf Coast region.  These services and equipment include the rental of liftboats, rental of specialized oilfield equipment, electric and mechanical wireline services, well plug and abandonment services, well control, coiled tubing services and engineering services.  Additional services provided include contract operating and supplemental labor, offshore and dockside environmental cleaning services, the manufacture and sale of drilling instrumentation and the manufacture and sale of oil spill containment equipment.

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which involve known and unknown risks, uncertainties and other factors.  Among the factors that could cause actual results to differ materially are: volatility of the oil and gas industry, including the level of exploration, production and development activity; risks associated with the Company's rapid growth; changes in competitive factors and other material factors that are described from time to time in the Company's filings with the Securities and Exchange Commission. Actual events, circumstances, effects and results may be materially different from the results, performance or achievements expressed or implied by the forward-looking statements.  Consequently, the forward-looking statements contained herein should not be regarded as representations by Superior or any other person that the projected outcomes can or will be achieved.

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