Filed Pursuant to Rule 424(b)(3)
Registration No. 333-76198
[NABORS INDUSTRIES LOGO]
May 29, 2002
Dear Nabors Stockholder:
As you already know, the vote on Nabors' reincorporation merger whereby
your company will change its jurisdiction of incorporation from Delaware to
Bermuda will be held at a special meeting of stockholders on Friday, June 14,
2002. With the meeting date approaching, we wanted to provide you with
information on a recent development and to give you every opportunity to make
sure your vote is cast at the meeting.
We believe this reorganization will facilitate growth, and enhance
stockholder value, by enabling Nabors to gain business, financial and strategic
advantages that are not available under our current corporate structure. The
reorganization should enhance our access to international capital markets and
our competitiveness regarding international opportunities. It should also
increase our operational flexibility and improve our global tax position and
cash flow. Additionally, the company should be a more attractive investment
alternative to a wider range of investors. We believe the reorganization will
allow us to compete more effectively on a global scale.
Recently a stockholder of Nabors filed a civil complaint against Nabors
Industries, Inc. (which we refer to as Nabors Delaware), Nabors Industries Ltd.
(which we refer to as Nabors Bermuda) and the board of directors of Nabors
Delaware in the United States District Court of the Southern District of Texas,
Houston Division. The complaint makes various allegations relating to the
reincorporation and our proxy statement/prospectus and, among other things,
seeks to obtain a preliminary and permanent injunction against the stockholder
vote regarding the reincorporation merger and to obtain monetary damages. A
detailed summary of the complaint is included in the proxy statement/prospectus
supplement which begins on the reverse side of this letter.
We believe the complaint is wholly without merit and Nabors Delaware, its
board of directors and Nabors Bermuda intend to defend themselves vigorously
against this lawsuit. Although you should consider the attached supplement
carefully in considering how to vote on adoption of the merger agreement, we
continue to believe that reincorporation in Bermuda is an important step for the
company and we remain committed to the transaction. The board of directors of
Nabors Delaware has unanimously approved the merger agreement and recommends you
vote "FOR" its adoption.
In order to give you every opportunity to vote before the June 14, 2002
meeting, we are providing you with another proxy card. If you have already voted
and do not wish to change your vote or revoke your proxy, you do not need to
take any action. If you have not yet voted or if you have already voted and wish
to change your vote or revoke your proxy, you can use either the enclosed proxy
card or the proxy card sent with the original proxy statement/prospectus dated
May 10, 2002. Even if you own only a few shares, your vote is very important.
The special meeting will be held on Friday, June 14, 2002 at the Sofitel
Hotel, 425 N. Sam Houston Parkway E., Houston, Texas 77060. If you have any
questions or need assistance in voting your shares, please call Georgeson
Shareholder Communications Inc. at 800-223-2064. Again, we thank you for your
continued support of this important opportunity.
Sincerely,
/s/ Eugene M. Isenberg
EUGENE M. ISENBERG
Chairman of the Board
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
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 OF OUR PROXY STATEMENT/PROSPECTUS OR THIS PROXY
STATEMENT/PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NABORS LOGO
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PROXY STATEMENT/PROSPECTUS SUPPLEMENT
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This proxy statement/prospectus supplement is furnished by the board of
directors of Nabors Industries, Inc. It amends and supplements our proxy
statement/prospectus, dated May 10, 2002, which was first mailed to stockholders
of Nabors Industries, Inc. (which we refer to as Nabors Delaware) on May 16,
2002. Our proxy statement/prospectus was provided in connection with the
solicitation of proxies by our board of directors for the special meeting of
stockholders of Nabors Delaware to be held on Friday, June 14, 2002 at the
Sofitel Hotel, 425 N. Sam Houston Parkway E., Houston, Texas 77060. As discussed
in our proxy statement/prospectus, the special meeting will be held to consider
the adoption of the Agreement and Plan of Merger, substantially in the form
attached to our proxy statement/prospectus as annex I, among Nabors Delaware,
Nabors Acquisition Corp. VIII, Nabors Industries Ltd., a Bermuda exempted
company (which we refer to as Nabors Bermuda), and Nabors US Holdings Inc., in
order to facilitate the reorganization which would effectively change our place
of incorporation from Delaware to Bermuda.
Included with this proxy statement/prospectus supplement is another proxy
card for your use if you have not yet voted or if you have already voted and
wish to change your vote or revoke your proxy in accordance with the
instructions set forth below under "Voting Procedures." If you have already
voted and you do not wish to change your vote or revoke your proxy, no action is
required by you in connection with this proxy statement/prospectus supplement.
This proxy statement/prospectus supplement should be read in conjunction
with our proxy statement/ prospectus. This proxy statement/prospectus supplement
is dated May 29, 2002 and is first being mailed to the stockholders of Nabors
Delaware on or about May 30, 2002.
CERTAIN LITIGATION -- RECENT DEVELOPMENTS
On May 23, 2002, Steven Rosenberg filed a legal complaint regarding our
proposed change of incorporation from Delaware to Bermuda (we refer to this
change of incorporation as the reorganization). The complaint was filed as a
purported class action, on behalf of others similarly situated, in the United
States District Court of the Southern District of Texas, Houston Division, and
names as defendants Nabors Delaware, Nabors Bermuda and all members of the board
of directors of Nabors Delaware. The complaint consists of four counts which
outline the plaintiff's individual claims in Counts I through III and the
plaintiff's class claims in Count IV. The lawsuit, among other things, seeks to
obtain a preliminary and permanent injunction against the stockholder vote
regarding the reorganization and to obtain monetary damages.
In Count I of the complaint, the plaintiff alleges that our proxy
statement/prospectus contains materially misleading statements and omissions,
including allegations regarding (1) the potential risks that the reorganization
will not result in favorable tax treatment because Nabors Bermuda and Nabors
Delaware will be operated from the United States, (2) the lack of a treaty for
reciprocal enforcement of civil judgments between Bermuda and the United States,
(3) the corporate structure of Nabors US Holdings Inc., (4) the limitations on
the permissibility of derivative actions under the Bermuda Companies Act, (5)
the pro-forma financial position of the company on a post-merger basis, (6)
estimates of potential tax benefits in the year the reincorporation is
effective, (7) the effects on common stockholders under Bermuda law of
compulsory acquisition of shares under the Bermuda Companies Act "scheme of
engagement" and its provisions to allow a takeover with the approval of only 75%
of the shares voting as one class, (8) the effect on common shareholders of the
Bermuda Companies Act provisions for actions by written consent, (9) the
objectives of the reorganization and (10) the fact that under the Bermuda
Companies Act, a merger or takeover or an amendment to by-laws and certificate
of incorporation will only require a majority of all shares. The plaintiff also
alleges a lack of disclosure regarding the benefits of the reorganization in
comparison to its burdens, the effects of the reorganization on stock options
and compensation packages and certain information requirements under Rule 13e-3
of the Securities Exchange Act of 1934 (which we refer to as the Exchange Act).
In Count II of the complaint, the plaintiff alleges that the proxy ballot
provided by us has, in violation of Section 14A, Rule 14a-4(a)(3) and Rule
14a-4(b)(1) of the Exchange Act, tied together separate matters as
a package. Such separate matters alleged to be improperly bundled together
include (1) the merger, (2) the change in by-laws, (3) the registration and
issuance of stock and (4) the reincorporation.
In Count III of the complaint, the plaintiff alleges that the
reorganization is a "Rule 13e-3 transaction" subject to the disclosure
requirements of Rule 13e-3 of the Exchange Act and that we have not complied
with such disclosure requirements, including but not limited to disclosures
required in a Schedule 13E-3.
In Count IV of the complaint, the plaintiff alleges that the directors of
Nabors Delaware have violated their fiduciary duties by, among other things,
failing to consider alternatives to the reorganization, failing to obtain an
independent fairness opinion or otherwise constitute an independent committee to
examine the reorganization and failing to properly consider the tax consequences
to Nabors Delaware stockholders in relation to any increase in stockholder
value.
We believe that the lawsuit, including each and every count in the lawsuit,
is wholly without merit. We and our directors intend to vigorously defend
ourselves against this lawsuit.
VOTING PROCEDURES
Our proxy statement/prospectus is modified as set forth in this proxy
statement/prospectus supplement.
Enclosed with this proxy statement/prospectus supplement is an additional
proxy card and return envelope for your use. If you have already voted and you
do not wish to change your vote, you do not need to return this second proxy
card. If, however, you wish to revoke your proxy and change your vote, you may
do so by using any one of the following three methods: (1) send a written notice
to our proxy solicitor, Georgeson Shareholder Communications Inc. at 17 State
Street, New York, New York 10004, stating that you would like to revoke your
proxy (this notice must be received prior to the special meeting), (2) complete
and submit a new later-dated proxy by marking, signing and mailing the enclosed
proxy card (the latest dated proxy actually received prior to the special
meeting will be the one that is counted, and all earlier proxies will be
revoked) or (3) attend the special meeting and vote in person (please note that
simply attending the special meeting will not revoke your proxy). At the special
meeting, the chairman of the meeting will announce instructions for you to
follow if you wish to revoke your proxy and vote in person at the meeting.
If you have instructed a broker to vote your shares, you must follow
directions from your broker to change those instructions.
If you have not already voted, you may use either the proxy card originally
sent to you with our proxy statement/prospectus or the proxy card included with
this proxy statement/prospectus supplement. You do not need to return both proxy
cards. If you properly give your proxy and submit it in time to vote, one of the
individuals named as your proxy will vote your shares as you have directed. You
may vote for or against the adoption of the Agreement and Plan of Merger or
abstain from voting. Adoption of the Agreement and Plan of Merger requires the
affirmative vote of holders of a majority of the shares of Nabors Delaware
outstanding on the April 17, 2002 record date. Accordingly, abstentions and
"broker non-votes" will therefore effectively be counted as votes against
adoption of the merger agreement. If you return a signed and dated proxy card
but do not indicate how the shares are to be voted, those shares represented by
your proxy card will be voted as recommended by our board of directors. Our
board of directors recommends a vote "FOR" the adoption of the Agreement and
Plan of Merger.
To obtain more information or to request another copy of the proxy
statement/prospectus, please call Georgeson Shareholder Communications Inc. at
800-223-2064.
By Order of the Board of Directors,
/s/ DANIEL MCLACHLIN
DANIEL MCLACHLIN,
Corporate Secretary
May 29, 2002
2
NABORS INDUSTRIES, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
JUNE 14, 2002
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Nabors Industries, Inc. ("Nabors")
appoints Eugene M. Isenberg and Anthony G. Petrello, or either of them, proxies,
with full power of substitution, to vote all shares of common stock of Nabors
held of record in the name of the undersigned at the Special Meeting of
Stockholders to be held at the Sofitel Hotel, 425 N. Sam Houston Parkway E.,
Houston, Texas 77060 at 11:00 a.m. on Friday, June 14, 2002, and any
adjournments or postponements thereof, with all powers the stockholder would
possess if present. The stockholder hereby revokes any proxies previously given
with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED TO APPROVE THE PROPOSAL LISTED ON THE
REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME
BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
(Please date and sign on the reverse side)
o FOLD AND DETACH HERE o
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1
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Item 1. To adopt the Agreement and Plan of Merger FOR AGAINST ABSTAIN
among Nabors Industries, Inc., Nabors Acquisition --- ------- -------
Corp. VIII, Nabors Industries Ltd., a Bermuda [ ] [ ] [ ]
exempted company, and Nabors US Holdings Inc.
whereby the company will effectively change its
place of incorporation from Delaware to Bermuda by
merging Nabors Acquisition Corp. VIII with Nabors
Industries, Inc., which will be the surviving
entity and become a wholly-owned, indirect
subsidiary of Nabors Industries Ltd., and pursuant
to which each share of Nabors Industries, Inc.
will automatically be converted into the right to
receive a share of Nabors Industries Ltd. and all
current stockholders of Nabors Industries, Inc.
will become shareholders of Nabors Industries Ltd.
I plan to attend the meeting. [ ]
Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full title
as such.
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SIGNATURE(S) DATE
o FOLD AND DETACH HERE o
THIS IS YOUR PROXY,
YOUR VOTE IS IMPORTANT
MARK, SIGN AND DATE YOUR PROXY CARD AND
RETURN IT IN THE POSTAGE-PAID ENVELOPE.