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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-22603
PROSPECTUS
Superior Energy Services, Inc.
Common Stock
This Prospectus relates to 561,666 shares (the "Shares") of Common
Stock, $.001 par value per share (the "Common Stock"), of Superior
Energy Services, Inc. ("Superior") that may be offered from time to time
by the selling shareholders described herein (the "Selling
Stockholders"). The registration of the Shares does not necessarily
mean that any of the shares will be offered or sold by the Selling
Stockholders.
Shares may be sold from time to time in ordinary brokerage
transactions on the Nasdaq National Market or such principal securities
exchange on which the Common Stock is then trading at prices prevailing
at the time of such sales. Brokers executing orders are expected to
charge normal commissions, and the proceeds to the Selling Stockholders
will be net of brokerage commissions. The Company will not receive any
proceeds from the sale of the Shares. Information regarding the Selling
Stockholders is set forth herein under the heading "Selling
Stockholders." All expenses of registration incurred in connection with
this offering are being borne by the Company. All selling and other
expenses incurred by the Selling Stockholders will be borne by the
Selling Stockholders.
The Common Stock is traded on the Nasdaq National Market under the
symbol "SESI." On March 18, 1997, the last reported sale price of the
Common Stock on the Nasdaq National Market was $4 15/16 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OR THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
March 20, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other documents
with the Securities and Exchange Commission (the "Commission").
Documents filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, and at the regional offices of the Commission at the following
locations: New York Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048 and Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60621-2511. Copies of such
material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission
(http://www.sec.gov). The Company's Common Stock is traded on the
Nasdaq National Market. Reports, proxy statements and other information
may also be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
The Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits certain
of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further
information with respect to the Company and the Common Stock.
Statements contained herein concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement
is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with
the Commission pursuant to the Exchange Act, are incorporated herein by
reference: (i) the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995; (ii) the Company's Quarterly
Reports on Form 10-QSB for the fiscal quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996; (iii) the description of the
Company's Common Stock set forth in its registration statement under the
Exchange Act dated June 12, 1992; and (iv) the Company's Current Report
on Form 8-K dated September 16, 1996, as amended by a Form 8-K/A dated
September 16, 1996, and Current Report on Form 8-K dated February 28,
1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference herein and
to be made a part hereof from their respective dates of filing.
Information appearing herein or in any particular document incorporated
herein by reference is not necessarily complete and is qualified in its
entirety by the information and financial statements appearing in all of
the documents incorporated herein by reference and should be read
together therewith. Any statements contained in a document incorporated
or deemed to be incorporated by reference shall be deemed to be modified
or superseded to the extent that a statement contained herein or in any
other document subsequently filed or incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any of the documents incorporated
herein by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents.
Requests for such copies should be directed to Superior Energy Services,
Inc., 1503 Engineers Road, Attention: Investor Relations, P.O. Box
6220, New Orleans, Louisiana 70174, telephone (504) 393-7774.
THE COMPANY
Superior Energy Services, Inc. ("Superior" or the "Company"),
through its subsidiaries, provides specialized oil field services in the
Gulf of Mexico. The Company's services include plugging and abandoning
oil and gas wells and providing wireline services, the manufacture, sale
and rental of specialized oil well equipment and fishing tools, the
development, manufacture, sale and rental of oil and gas drilling
instrumentation and computerized rig data acquisition systems, and the
development, manufacture and sale of oil spill containment booms and
ancillary equipment.
The Company's executive offices are located at 1503 Engineers
Road, Belle Chasse, Louisiana and its telephone number at such address
is (504) 393-7774.
RISK FACTORS
Prospective investors should carefully consider the following
factors, in addition to other information contained in or incorporated
by reference in this Prospectus, regarding an investment in the Common
Stock offered hereby.
Industry Volatility. The demand for oil field services has
traditionally been cyclical. Demand for the Company's services is
significantly affected by the number and age of producing wells and the
drilling and completion of new oil and gas wells. These factors are
affected in turn by the willingness of oil and gas operators to make
capital expenditures for the exploration, development and production of
oil and natural gas. The levels of such capital expenditures are
influenced by oil and gas prices, the cost of exploring for, producing
and delivering oil and gas, the sale and expiration dates of leases in
the United States and overseas, the discovery rate of new oil and gas
reserves, local and international political and economic conditions and
the ability of oil and gas companies to generate capital. Although the
production sector of the oil and gas industry is less immediately
affected by changing prices, and, therefore, less volatile than the
exploration sector, producers would likely react to declining oil and
gas prices by reducing expenditures, which could adversely affect the
business of the Company. No assurance can be given as to the future
price of oil and natural gas or the level of oil and gas industry
activity.
Seasonality. The businesses conducted by the Company are
subject to seasonal fluctuation. The nature of the offshore oil and gas
industry in the Gulf of Mexico is seasonal and depends in part on
weather conditions. Purchases of the Company's products and services
are also to a substantial extent, deferrable in the event oil and gas
companies reduce capital expenditures as a result of conditions existing
in the oil and gas industry or general economic downturns. Fluctuations
in the Company's revenues and costs may have a material adverse effect
on the Company's business and operations. Accordingly, the Company's
operating results may vary from quarter to quarter, depending upon
factors outside of its control.
Dependence on Oil and Gas Industry; Dependence Upon Significant
Customers. The Company's business depends in large part on the
conditions of the oil and gas industry, and specifically on the capital
expenditures of the Company's customers. Purchases of the Company's
products and services are also, to a substantial extent, deferrable in
the event oil and gas companies reduce capital expenditures as a result
of conditions existing in the oil and gas industry or general economic
downturns. The Company derives a significant amount of its revenues
from a small number of independent and major oil and gas companies. The
inability of the Company to continue to perform services for a number of
its large existing customers, if not offset by sales to new or existing
customers, could have a material adverse effect on the Company's
business and operations.
Technology Risks. Sales of certain of the Company's products
are based primarily on its proprietary technology. The Company's
success in the sales of these products depends to a significant extent
on the development and implementation of new product designs and
technologies. Many of the Company's competitors and potential
competitors have more significant resources than the Company. While the
Company has patents on certain of its technologies and products, there
is no assurance that any patents secured by the Company will not be
successfully challenged by others or will protect them from the
development of similar products by others.
Intense Competition. The Company competes in highly
competitive areas of the oil field business. The volatility of oil and
gas prices has led to a consolidation of the number of companies
providing services similar to the Company. This reduced number of
companies competes intensely for available projects. Many of the
competitors of the Company are larger and have greater financial and
other resources than the Company. Although the Company believes that it
competes on the basis of technical expertise and reputation of service,
there can be no assurance that the Company will be able to maintain its
competitive position.
Potential Liability and Insurance. The operations of the
Company involve the use of heavy equipment and exposure to inherent
risks, including blowouts, explosions and fire, with attendant
significant risks of liability for personal injury and property damage,
pollution or other environmental hazards or loss of production. The
equipment that the Company sells and rents to customers are also used to
combat oil spills. Failure of this equipment could result in property
damage, personal injury, environmental pollution and resulting damage.
Litigation arising from a catastrophic occurrence at a location where
the Company's equipment and services are used may in the future result
in large claims. The frequency and severity of such incidents affect
the Company's operating costs, insurability and relationships with
customers, employees and regulators. Any increase in the frequency or
severity of such incidents, or the general level of compensation awards
with respect thereto, could affect the ability of the Company to obtain
projects from oil and gas operators or insurance and could have a
material adverse effect on the Company. In addition, no assurance can
be given that the Company will be able to maintain adequate insurance in
the future at rates it considers reasonable.
Laws and Regulations. The Company's business is significantly
affected by laws and other regulations relating to the oil and gas
industry, by changes in such laws and by changing administrative
regulations. The Company cannot predict how existing laws and
regulations may be interpreted by enforcement agencies or court rulings,
whether additional laws and regulations will be adopted, or the effect
such changes may have on it, its businesses or financial condition.
Federal and state laws require owners of non-producing wells to plug the
well and remove all exposed piping and rigging before the well is
abandoned. A decrease in the level of enforcement of such laws and
regulations in the future would adversely affect the demand for the
Company's services and products. Numerous state and federal laws and
regulations affect the level of purchasing activity of oil containment
boom and consequently the Company's business. There can be no assurance
that a decrease in the level of enforcement of laws and regulations in
the future would not adversely affect the demand for the Company's
products.
Environmental Regulation. The Company believes that its
present operations substantially comply with applicable federal and
state pollution control, and environmental protection laws and
regulations and that compliance with such laws has had no material
adverse effect upon its operations to date. No assurance can be given
that environmental laws will not, in the future, materially adversely
affect the Company's operations and financial condition.
Shares Eligible for Future Sale. As of the date of this
Prospectus, the Company had approximately 19.0 million shares of Common
Stock outstanding, of which approximately 6.2 million have been
registered under the Securities Act and generally are freely
transferable (other than shares acquired by "affiliates" of the Company
as such term is defined by Rule 144 under the Securities Act). None of
the remaining shares of Common Stock issued by the Company were acquired
in transactions registered under the Securities Act and, accordingly,
such shares may not be sold except in transactions registered under the
Securities Act or pursuant to an exemption from registration. In April
1997, approximately 10.2 million of the remaining shares of Common Stock
will become eligible for sale under Rule 144. The Company is unable to
estimate the number of shares that will be sold since this will depend
on the market price for the Common Stock, the personal circumstances of
the sellers and other factors. Any future sale of substantial amounts
of Common Stock in the open market may adversely affect the market price
of the Common Stock offered hereby.
Concentration of Common Stock Ownership. The Company's
directors and executive officers and certain of their affiliates
beneficially own approximately, 55% of the outstanding shares of Common
Stock. Accordingly, these shareholders will have the ability to control
the election of the Company's directors and the outcome of most other
matters submitted to a vote of the Company's shareholders.
Possible Volatility of Securities Prices. The market price of
the Common Stock has in the past been, and may in the future continue to
be, volatile. A variety of events, including quarter to quarter
variations in operating results, news announcements or the introduction
of new products by the Company or its competitors, as well as market
conditions in the oil and gas industry, or changes in earnings estimates
by securities analysts may cause the market price of the Common Stock to
fluctuate significantly. In addition, the stock market in recent years
has experienced significant price and volume fluctuations which have
particularly affected the market prices of equity securities of many
companies that service the oil land gas industry and which often have
been unrelated to the operating performance of such companies. These
market fluctuations may adversely affect the price of the Common Stock.
No Dividends. The Company's Board of Directors has not paid any
dividends on its Common Stock. The Company does not expect to declare
or pay any dividends in the foreseeable future.
Potential Adverse Effect of Issuance of Preferred Stock Without
Stockholder Approval. The Company's Certificate of Incorporation
authorizes the issuance of 5,000,000 shares of preferred stock, $.01 par
value per share, with such designations, rights and preferences as may
be determined from time to time by the Board of Directors. Accordingly,
the Board of Directors is empowered, without stockholder approval, to
issue preferred stock with dividend, liquidation, conversion, voting or
other rights which could adversely affect the voting power or other
rights of the holders of the Common Stock and, in certain circumstances,
depress the market price of the Common Stock. In the event of issuance,
the preferred stock could be utilized under certain circumstances as a
method of discouraging, delaying or preventing a change in control of
the Company. There can be no assurance that the Company will not issue
shares of preferred stock in the future. See "Description of
Securities."
Key Personnel. The Company depends to a large extent on the
abilities and continued participation of the its executive officers and
key employees. The loss of the services of any of these persons would
have a material adverse effect on the Company's business and
operations.
Forward-Looking Statements
This Prospectus contains certain forward-looking statements
concerning the Company's operations, economic performance and financial
condition, including in particular, the integration of the Company's
recent and pending acquisitions into the Company's existing operations.
Such statements are subject to various risks and uncertainties. Actual
results could differ materially from those currently anticipated due to
a number of factors, including those identified under "Risk Factors" and
elsewhere in this Prospectus.
SELLING STOCKHOLDERS
The following table sets forth as of February 27, 1997 certain
information regarding the Selling Stockholders. Unless otherwise
indicated, the Company believes that the persons listed below have sole
investment and voting power with respect to their shares based on
information furnished to the Company by such owners.
Beneficial Beneficial Percentage
Ownership of Common Ownership of of
Common Stock Stock Common Beneficial
Prior to Offered Stock Ownership
Selling Stockholder Offering for Sale After Sale After-Offering
______________________ _____________ _________ __________ _______________
Gaines, Berland Inc. 923,472 243,492 679,980 3.7%
Darnell Small (1) 434,000 25,000 409,000 2.2
GKN Securities Corp. 129,932 44,222 85,710 *
Robert Gladstone 69,336 29,736 39,600 *
Roger Gladstone 69,336 29,736 39,600 *
David M. Nussbaum 69,336 29,736 39,600 *
Stephen Booke (2) 60,000 60,000 0 --
James M. Jacobson, Jr. 58,333 8,333 50,000 *
Dan Purjes 43,078 43,078 0 --
Bradford Small (3) 33,000 25,000 8,000 *
Gene Sperber 18,833 8,333 10,500 *
Gerald Amato (2) 15,000 15,000 0 --
___________
* Less than one percent.
(1) Darnell Small is the widow of Carl Small, the founder of the Company.
(2) Former consultant to the Company.
(3) Bradford Small is a Director of the Company and is the son of Darnell
Small and Carl Small.
PLAN OF DISTRIBUTION
All of the Shares offered hereby are being sold by the Selling
Stockholders. The Company has been advised that the Shares will be
offered by the Selling Stockholders from time to time on the Nasdaq
National Market, where the Common Stock is listed, or elsewhere in
privately negotiated transactions, at fixed prices which may be changed,
at market prices prevailing at the time of offer and sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by offering and
selling the Shares directly or to or through securities broker-dealers,
including Gaines, Berland Inc. and GKN Securities Corp., and such
broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agent
or to whom the Selling Stockholders may sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess
of customary commissions). Upon the Company being notified by any
Selling Stockholder that a material arrangement has been entered into
with a broker or dealer for the sale of Shares, a Prospectus Supplement
will be filed, if required, pursuant to Rule 424(c) under the Securities
Act, disclosing (a) the name of each such broker-dealer, (b) the number
of Shares involved, (c) the price at which Shares were sold, (d) the
commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable, and (e) other facts material to the
transaction.
The Selling Stockholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any commissions received by them and profit on any resale of
the Shares as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
The Company has advised the Selling Stockholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements
under the Securities Act. The Company has also advised the Selling
Stockholders that in the event of a "distribution" of the Shares, the
Selling Stockholders, any "affiliated purchasers," and any broker-dealer
or other person who participates in such distribution may be subject to
Regulation M under the Exchange Act until his or its participation in
that distribution is completed. A "distribution" is defined in the
rules under the Exchange Act as an offering of securities "that is
distinguished from ordinary trading transactions by the magnitude of the
offering and the presence of special selling efforts and selling
methods." Regulation M makes it unlawful for any person who is
participating in a distribution to bid for or purchase stock of the same
class as is the subject of the distribution. The Company has also
advised the Selling Stockholders that Regulation M under the Exchange
Act prohibits any "stabilizing bid" or "stabilizing purchase" for the
purposes of pegging, fixing or stabilizing the price of the Common Stock
in connection with this offering.
The Company has agreed to indemnify certain of the Selling
Stockholders and underwriters against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby
will be passed upon for the Company by Jones, Walker, Waechter,
Poitevent, Carrere & Denegre L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated financial statements of Superior as of and for
the two years ended December 31, 1995 incorporated by reference herein
have been audited by KMPG Peat Marwick LLP, independent certified public
accountants, as indicated in their report with respect thereto, and have
been incorporated by reference herein in reliance upon the authority of
such firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering Superior's consolidated financial statements
refers to the adoption in 1995 of the methods of accounting for the
impairment of long-lived assets and for long-lived assets to be disposed
of prescribed by Statement of Financial Accounting Standards No. 121.
The financial statements of Dimensional Oil Field Services, Inc.
as of and for the year ended December 31, 1995 incorporated by reference
herein have been audited by KMPG Peat Marwick LLP, independent certified
public accountants, as indicated in their report with respect thereto,
and have been incorporated by reference herein in reliance upon the
authority of such firm as experts in accounting and auditing.
Future audited financial statements of the Company and the reports
thereon of the Company's independent public accounts will also be
incorporated by reference in this prospectus in reliance upon the
authority of those accountants as experts in giving those reports to the
extent set firm has audited those financial statements and consented to
the use of their reports thereon.
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No dealer, salesperson
or any other person has been
authorized to give any
information or to make any
representation other than is
contained in this Prospectus,
and, if given or made, such
information or representation
must not be relied upon as
having been authorized by
Superior. Neither the 561,666 Shares
delivery of this Prospectus
nor any sale made hereunder
shall under any circumstances Superior Energy
create any implication that Services, Inc.
there has been no change in
the affairs of Superior since
any of the dates as to which
information is furnished
herein or since the date
hereof. This Prospectus does
not constitute an offer to Common Stock
sell or a solicitation of an
offer to buy any of the
securities offered hereby to
any person or in any
jurisdiction in which such
offer or solicitation is not
authorized or in which the ______________
person making the offer or
solicitation is not qualified PROSPECTUS
to do so, or to make such ______________
offer or solicitation in such
jurisdiction.
____________________
March 20, 1997
TABLE OF CONTENTS
Page
Available Information..... 2
Incorporation of Certain
Documents by Reference... 2
The Company............... 3
Risk Factors.............. 3
Selling Stockholders...... 5
Plan of Distribution...... 6
Legal Matters............. 7
Experts................... 7
________________
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