Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-7573
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
PARKER DRILLING COMPANY STOCK BONUS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
PARKER DRILLING COMPANY
8 East Third Street
Tulsa, Oklahoma 74103
PARKER DRILLING COMPANY
STOCK BONUS PLAN
-----------
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
For the Years Ended August 31, 1993 and 1992
PARKER DRILLING COMPANY
STOCK BONUS PLAN
INDEX
Page
-----
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Benefits
at August 31, 1993 and 1992 3
Statement of Changes in Net Assets Available
for Benefits for the Years Ended
August 31, 1993 and 1992 4
Notes to Financial Statements 5
Schedules
---------
Supplemental Schedules:
Item 27a - Schedule of Assets Held for
Investment Purposes at August 31, 1993 I 14
Item 27d - Schedule of Reportable Transactions
for the Year Ended August 31, 1993 II 15
- 1 -
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stock Bonus Plan Committee
Parker Drilling Company Stock Bonus Plan
We have audited the accompanying statements of net assets available for
benefits of Parker Drilling Company Stock Bonus Plan as of August 31, 1993 and
1992 and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of
Parker Drilling Company Stock Bonus Plan at August 31, 1993 and 1992, and the
changes in net assets available for benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
Parker Drilling Company Stock Bonus Plan are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974 and
are not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated, in
all material respects, in relation to the basic financial statements taken as
a whole.
COOPERS & LYBRAND
Tulsa, Oklahoma
December 21, 1993
- 2 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
August 31,
------------------------------------
1993 1992
ASSETS ------------ ------------
- ------
Cash $ - $ 5
----------- -----------
Investments:
Common stock of Parker Drilling
Company at market value - 1,243,174
shares (cost $8,080,631) in 1993
and 1,341,462 shares (cost
$8,860,840) in 1992 9,031,100 8,216,455
Other investments at market value
(Note 3) 8,615,038 7,432,546
----------- -----------
Total investments 17,646,138 15,649,001
----------- -----------
Receivables:
Employer's contribution 43,181 113,635
Employee salary reduction contribution 48,076 27,964
Interest and dividends 217 76
----------- -----------
Total receivables 91,474 141,675
----------- -----------
Total assets 17,737,612 15,790,681
----------- -----------
LIABILITIES
- -----------
Payable to bank 6,954 -
Distributions payable 105,944 114,837
----------- -----------
Net assets available for benefits $17,624,714 $15,675,844
----------- -----------
----------- -----------
The accompanying notes are an integral
part of the financial statements.
- 3 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the
Years Ended August 31,
-------------------------------------
1993 1992
------------- ------------
Contributions:
Employer $ 566,168 $ 427,556
Employee salary reduction contribution 1,128,571 1,075,063
Interest and dividend income 198,831 252,109
Net appreciation (depreciation) in
the fair value of investments 1,738,245 (2,065,784)
Distributions (1,682,945) (2,122,222)
------------ ------------
Net increase (decrease) 1,948,870 (2,433,278)
Net assets available for benefits
at beginning of year 15,675,844 18,109,122
------------ ------------
Net assets available for benefits
at end of year $ 17,624,714 $ 15,675,844
------------ ------------
------------ ------------
The accompanying notes are an integral
part of the financial statements.
- 4 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
Effective September 1, 1985, the Parker Drilling Company Profit
Sharing Plan was renamed the Parker Drilling Company Stock Bonus Plan (the
"Plan"). The Plan was adopted as of September 1, 1980.
During 1993 and 1992, certain administrative costs and expenses of the
Plan were paid by Parker Drilling Company (the "Company"). These costs
totalled $106,650 and $59,325 for the Plan years ended August 31, 1993 and
1992, respectively.
The following description of the Plan provides only general
information. Participants should refer to the Summary Plan Description or
the Plan document for a more complete description of the Plan's
provisions.
The following are the Plan's current investment funds. All of the
funds (except Funds C and F) are available for participant investment
elections. Funds G, H, and I were introduced during the current plan
year.
FUND A - Contributions are invested in shares of stock issued by the
Twentieth Century Growth Investors. This is a no-load mutual fund which
seeks capital growth through investment in securities which the fund
considers to have better than average prospects for appreciation in value.
FUND B - Contributions are invested in shares issued by the Merrill Lynch
Ready Assets Trust. This is a no-load money market fund which seeks
preservation of capital, liquidity and the highest possible current income
consistent with the foregoing objectives available from short-term money
market securities.
FUND C - Contributions are invested in shares of the United Services
Prospector Fund. This is a no-load mutual fund which has the principal
objective of capital growth without regard to current income. Investments
will be primarily in foreign companies engaged in exploration, mining,
processing, fabrication and distribution of natural resources of all kinds
including gold, silver and other precious metals, diamonds, coal, oil and
timber. In November 1985, this fund was withdrawn as a contributory
investment choice from the Plan. Participants who had contributed to the
Prospector Fund were given the choice of keeping their balance in Fund C
or making an investment election change to one of the other funds offered
under the Plan. Effective September 1, 1993, Fund C will no longer be an
investment option. All remaining plan assets will be distributed to the
other investment funds, per participant election.
- 5 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN, Continued
FUND D - Contributions are invested in the Parker Drilling Company Stock
Fund. The Trustee will acquire these shares either from Parker Drilling
Company or other sources at the prevailing price on the New York Stock
Exchange or in the open market. The number of shares acquired with
employee contributions during any month will be determined by the average
price plus transaction costs of all shares acquired by the Trustee with
participant contributions made during the month.
FUND E - Contributions are invested in shares of the Merrill Lynch Capital
Fund, Inc. This is a front-load mutual fund which seeks to achieve the
highest total investment return consistent with prudent risk through a
fully managed investment policy utilizing equity, debt, and convertible
securities.
FUND F - Contributions are invested in shares of the Merrill Lynch Natural
Resources Trust. This is a back-load mutual fund which seeks to achieve
long-term growth of capital and to protect the purchase power of
shareholders' capital by investing in a portfolio of equity securities
(i.e., common stocks and securities convertible into common stocks) of
domestic and foreign companies with substantial natural resource assets.
Effective September 1, 1993, Fund F will no longer be an investment
option. All remaining plan assets will be distributed to the other
investment funds, per participant election.
FUND G - Contributions are invested in shares of the IDS Trust Collective
Income Fund. This is a fund which seeks to preserve principal while
maximizing current income by investing in investment contracts offered by
a variety of financial institutions such as insurance companies, mutual
funds, brokerage houses and banks.
FUND H - Contributions are invested in shares of the Merrill Lynch
Corporate Bond Fund, Inc. - Intermediate Term Portfolio. This fund
invests in bonds rated in the four highest rating categories by Moody's
Investors Service, Inc. or Standard & Poor's Corporation, in order to
obtain as high a level of current income as is consistent with the
investment policies of the fund and with prudent investment management.
FUND I - Contributions are invested in shares of the Twentieth Century
Balanced Investors. This fund seeks to maintain approximately 60% of the
Fund's assets in common stocks that are considered by management to have
better-than-average prospects for appreciation and the balance in bonds
and other fixed income securities in order to obtain capital growth and
current income.
- 6 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN, Continued
SHORT-TERM INVESTMENT FUND - The trustee temporarily invests contributions
in short-term investments such as treasury bills or commercial paper
pending eventual investment in the funds selected by the participants.
ELIGIBILITY - All employees of Parker Drilling Company and subsidiaries
(the "Company"), other than employees covered by certain collective
bargaining agreements, leased employees and employees who are not citizens
of the United States (except for certain resident aliens), are eligible to
participate in the Plan following the completion of one year of service
with the Company.
CONTRIBUTIONS - Salary reduction contributions and employer matching
contributions are accrued in the period the Company makes payroll
deductions from plan participants.
Profit sharing contributions from the Company are accrued when
authorized by the Board of Directors.
All contributions are subject to the provisions of the Internal Reve-
nue Code and are paid within the time prescribed by law for filing the
employer's income tax returns.
EMPLOYER'S CONTRIBUTION - MATCHING - The employer's matching contributions
to the Plan are discretionary. Advance notification will be given as to
whether the Board of Directors of the Company has decided to authorize a
Company matching contribution or whether it has decided to eliminate,
reduce or change the Company's matching contribution. The Company may
match dollar for dollar a participant's contributions up to 3% of his/her
eligible earnings. Matching contributions are credited to participant
accounts as of each valuation date and are invested in common stock of
Parker Drilling Company. Valuation dates are the last business day of
each month.
EMPLOYER'S CONTRIBUTION - PROFIT SHARING CONTRIBUTIONS - The employer's
contributions to the Plan are discretionary and are determined annually by
the Board of Directors of the Company. At August 31 of each year, the
employer's contributions are allocated to each active participant's
account based on the ratio of the participant's compensation for the Plan
year to the total of active participants' compensation for the Plan year.
- 7 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN, Continued
The Board of Directors of the Company has not exercised its discretion
to make a profit sharing contribution for fiscal years 1993 and 1992.
PARTICIPANTS' SALARY REDUCTION CONTRIBUTIONS - Salary reduction
contribution participants are not required to contribute to the Plan, how-
ever, they may elect to make voluntary salary reduction contributions not
to exceed 15 percent of their eligible earnings. Such voluntary contri-
butions may be withdrawn from the Plan under hardship conditions approved
by the Stock Bonus Plan Committee (the "Committee").
PLAN ASSETS - All Plan assets are maintained in a trust administered by
Chemical Bank in 1993 and 1992, as trustee. The trustee has authority to
invest trust funds, subject to the provisions of the trust agreement.
PLAN INCOME - Plan income or losses are allocated to all participants in
the ratio that each participant's account bears to the total of all
participant accounts.
VESTING - The percentage of the employer matching and profit sharing
contributions and related income or losses vest with a participant based
upon the number of years of service with the Company as determined by the
following table:
Vested
Years of service with the Company percentage
----------------------------------- ----------
Less than 5 years 0%
At least 5 years 100%
FORFEITURES AND TERMINATIONS - The portion of a participant's matching and
profit sharing account which is not vested will become a forfeiture in the
year after the participant receives payment of the vested portion of these
accounts. If the participant did not receive a distribution of the vested
portion of his account, or if the participant was not vested, the
nonvested portion of the participant's account will be forfeited after the
participant has had a break in service of five years.
- 8 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN, Continued
The portion which was forfeited will be reinstated to the
participant's account if he resumes employment before a break in service
of five years and if he repays in one sum the amounts which were
distributed to the participant since he terminated employment. If the
participant is reemployed after a break in service of five years, the
nonvested portion of the participant's account will not be reinstated and
he will not be able to repay to the Plan the prior distribution.
The forfeitures relating to the employer's matching and profit sharing
portions are allocated to the remaining participants in the same manner as
the employer's contributions mentioned above. For the years ended August
31, 1993 and 1992, the amount of Company-matched forfeitures allocated to
the remaining participants were $20,738 and $7,080, respectively. The
amount of Company profit sharing forfeitures available during fiscal 1993
was $247 and $242 during fiscal 1992. These profit-sharing forfeitures
were used to pay Plan expenses for 1993 and 1992, respectively.
Upon retirement, death or disability, the account of each participant
shall be fully vested.
AMENDMENT AND TERMINATION OF THE PLAN - The Plan can be amended or
terminated by the Company at any time. In the event the employer elects
to terminate the Plan, the full value of the account of each participant
shall become fully vested.
DISTRIBUTIONS - Ordinarily, distributions from the Plan will be in the
form of Company Stock. However, distributions of that portion of an
employee's account attributable to a fractional share will be distributed
in cash. An employee may elect to receive a distribution from the Plan in
cash. Employees may also elect to have their vested account in Investment
Fund D distributed in company stock, with any other amounts of the account
payable in cash.
- 9 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN, Continued
PLAN PARTICIPANTS - Total number of Stock Bonus Plan participants as of:
August 31:
1993 801 participants
1992 901 participants
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION - Investments in corporate bonds, stocks and mutual
funds which are traded on a national securities exchange are valued at the
closing sales price on the last business day of the period. U.S. treasury
securities and other securities traded in the over-the-counter market are
valued at the last reported bid price.
INVESTMENT TRANSACTIONS - Purchases and sales of securities are reported
on a trade-date basis. Gain or loss on sales of investments is determined
on the first-in, first-out basis. Dividend income is reported on the ex-
dividend date. Interest income is recorded as earned on the accrual
basis.
The Plan presents in the statement changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of realized gains or losses, and the unrealized
appreciation (depreciation) on those investments.
- 10 -
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS
Plan investments at August 31, are summarized as follows:
1993 1992
-------------------------------- -------------------------------------
Market Market
value Cost value Cost
----------- ----------- ----------- -----------
Parking Drilling Company
common stock (Fund D) $ 9,031,100 $ 8,080,631 $ 8,216,455 $ 8,860,840
----------- ----------- ----------- -----------
Other investments:
Growth Fund (Fund A) 2,529,010 1,811,333 2,146,347 1,569,321
Ready Assets Fund (Fund B) 4,187,350 4,187,350 4,690,178 4,690,178
Prospector Fund (Fund C) 889 889 21,334 25,694
Capital Fund (Fund E) 711,603 660,622 470,168 455,069
Natural Resources (Fund F) 20 20 103,154 105,729
IDS Collective Income
(Fund G) 707,594 707,598 - -
Corporate Bonds (Fund H) 293,189 285,752 - -
Balanced (Fund I) 154,896 149,177 - -
Short-Term Investment Fund 30,487 30,487 1,365 1,365
----------- ----------- ----------- -----------
Total other investments 8,615,038 7,833,228 7,432,546 6,847,356
----------- ----------- ----------- -----------
Total investments $17,646,138 $15,913,859 $15,649,001 $15,708,196
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Individual investment represents more than 5% of Plan equity.
4. TAX STATUS
The Plan obtained its latest determination letter on March 28, 1990,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. The plan is currently designed to be in compliance
with the applicable requirements of the Internal Revenue Code.
The Plan is intended to be a qualified trust under Section 401(a) of
the Internal Revenue Code and exempt from federal income taxes under the
provisions of Section 501(a). The Plan has a cash and deferred
arrangement intended to meet the requirements of Section 401(k). Amounts
contributed by the Company or by Plan participants will not be taxed to
the participant until the participant receives a distribution from the
Plan.
5. SUBSEQUENT EVENT
The aggregate market value of the Plan's investment in Parker Drilling
Company common stock has decreased from $9,031,100 at August 31, 1993 to
$6,371,267 at December 21, 1993.
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
6. FUND ALLOCATION
The following reflects the allocation of net assets available for benefits as of
August 31, 1993 and 1992 and changes in net assets available for benefits for the
years ended August 31, 1993 and 1992 for each investment program.
1993
------------------------------------------------------------------------------------------------------------------
Profit
Sharing
Fund A Fund B Fund C Fund D Fund E Fund F Fund G Fund H Fund I Fund Total
---------- ---------- -------- ---------- -------- ---------- -------- -------- ------- ------ -----------
Contributions:
Employer $ - $ - $ - $ 566,168 $ - $ - $ - $ - $ - $ - $ 566,168
Employee salary
reduction 321,669 289,517 - 314,612 106,831 8,976 40,234 24,620 22,112 - 1,128,571
Interest and
dividend income 35,104 128,259 151 824 27,918 713 160 4,613 1,061 28 198,831
Net appreciation
(depreciation)
in the fair value
of investments 209,963 - 3,320 1,462,006 49,628 174 (2) 7,437 5,719 - 1,738,245
Distributions to
employees
and interfund
transfers (201,188) (919,810) (23,901) (1,525,145) 66,415 (113,430) 664,417 252,424 117,697 (424) (1,682,945)
---------- ---------- -------- ---------- -------- --------- -------- -------- -------- ---- -----------
Net increase
(decrease) 365,548 (502,034) (20,430) 818,465 250,792 (103,567) 704,809 289,094 146,589 (396) 1,948,870
Net assets
available for
benefits at
beginning
of year 2,137,487 4,668,225 21,374 8,273,336 470,909 103,598 - - - 915 15,675,844
---------- ---------- -------- ---------- -------- --------- -------- -------- -------- ---- -----------
Net assets
available for
benefits at
end of year $2,503,035 $4,166,191 $ 944 $9,091,801 $721,701 $ 31 $704,809 $289,094 $146,589 $519 $17,624,714
---------- ---------- -------- ---------- -------- --------- -------- -------- -------- ---- -----------
---------- ---------- -------- ---------- -------- --------- -------- -------- -------- ---- -----------
PARKER DRILLING COMPANY
STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
6. FUND ALLOCATION, Continued
1992
------------------------------------------------------------------------------------------------------------------
Profit
Sharing
Fund A Fund B Fund C Fund D Fund E Fund F Fund G Fund H Fund I Fund Total
---------- ---------- -------- ---------- -------- ---------- -------- -------- ------- ------ -----------
Contributions:
Employer $ - $ - $ - $ 427,556 $ - $ - $ - $ - $ - $ - $ 427,556
Employee salary
reduction 204,917 435,177 - 346,652 69,389 18,928 - - - - 1,075,063
Interest and
dividend income 1,746 208,938 1,216 1,064 33,748 5,386 - - - 11 252,109
Net appreciation
(depreciation)
in the fair
value of
investments 125,717 - (1,049) (2,182,915) (2,678) (4,859) - - - - (2,065,784)
Distributions to
employees
and interfund
transfers 77,428 (971,498) (8,895) (1,328,069) 97,555 10,560 - - - 697 (2,122,222)
---------- ---------- -------- ---------- -------- -------- -------- -------- -------- ---- -----------
Net increase
(decrease) 409,808 (327,383) (8,728) (2,735,712) 198,014 30,015 - - - 708 (2,433,278)
Net assets
available for
benefits at
beginning
of year 1,727,679 4,995,608 30,102 11,009,048 272,895 73,583 - - - 207 18,109,122
---------- ---------- -------- ---------- -------- -------- -------- -------- -------- ---- -----------
Net assets
available for
benefits at
end of year $2,137,487 $4,668,225 $21,374 $8,273,336 $470,909 $103,598 $ - $ - $ - $915 $15,675,844
---------- ---------- -------- ---------- -------- -------- ------- -------- -------- ---- -----------
---------- ---------- -------- ---------- -------- -------- ------- -------- -------- ---- -----------
SCHEDULE I
PARKER DRILLING COMPANY
STOCK BONUS PLAN
Item 27a - Schedule of Assets Held
for Investment Purposes
August 31, 1993
Description of
investment including
maturity date, rate of
interest, collateral,
Identity of issue, borrower, par, maturity value, Current
lessor, or similar party or number of units Cost value
- ---------------------------- ---------------------- ----------- -----------
Common stock of Parker Drilling Company 1,243,174 $ 8,080,631 $ 9,031,100
----------- -----------
Other investments:
Twentieth Century Growth Investors 101,078 1,811,333 2,529,010
Merrill Lynch Ready Assets Trust 4,187,350 4,187,350 4,187,350
United Services Prospector Fund 130 889 889
Merrill Lynch Capital Fund, Inc. 20,538 660,622 711,603
Merrill Lynch Natural Resources Trust 1 20 20
IDS Trust Collective Income Fund 20,538 707,598 707,594
Merrill Lynch Corporate Bond Fund, Inc. -
Intermediate Term Portfolio 23,365 285,752 293,189
Twentieth Century Balanced Investors 9,699 149,177 154,896
Short-term investment 30,487 30,487 30,487
----------- -----------
Total other investments 7,833,228 8,615,038
----------- -----------
Total investments $15,913,859 $17,646,138
----------- -----------
----------- -----------
- 14 -
SCHEDULE II
PARKER DRILLING COMPANY
STOCK BONUS PLAN
Item 27d - Schedule of Reportable Transactions
For the Year Ended August 31, 1993
Fair value
of asset on Net gain
Number of Purchase Selling Cost of transaction (loss) on
Transactions Identity of party Description of assets price price asset date sale
- ------------ ----------------- --------------------- ----------- ----------- ----------- ----------- ---------
36 Merrill Lynch Money market fund $ - $1,265,176 $1,265,176 $1,265,176 $ -
Ready Assets Trust
142 Chemical Bank Temporary investment - 2,259,361 2,259,361 2,259,361 -
fund
247 Chemical Bank Temporary investment 2,289,848 - 2,289,848 2,289,848 -
fund
29 Chemical Bank Parker Drilling - 981,653 1,073,157 1,073,157 (91,504)
Company common
stock
Note: The columns for lease rental and expenses incurred in connection with
transactions have been omitted because the answer in each instance is
none.
- 15 -
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereto duly authorized.
PARKER DRILLING COMPANY
STOCK BONUS PLAN
DATE: February 23, 1994 By I. E. Hendrix
-----------------------
I. E. Hendrix
Chairman of the Committee,
Treasurer and Vice
President of the Company