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ENSCO COMPLETES PURCHASE OF PENROD INTERESTS

 ENSCO COMPLETES PURCHASE OF PENROD INTERESTS
 DALLAS, Dec. 20 /PRNewswire/ -- Energy Service Company, Inc. (ENSCO)


announced today that a wholly owned subsidiary has completed the purchase of beneficial interests representing approximately 10.1 percent of the outstanding stock of Penrod Holding Corporation (Penrod). The interests acquired represent beneficial interests (the trust interests) in certain trusts affiliated with R.D. Smith and Company (the Smith Trusts). The purchases were made through the issuance of approximately 13.09 million shares of ENSCO common stock.
 NGP No. I, L.P., a Delaware limited partnership (the partnership) of which a wholly owned subsidiary of ENSCO, ENSCO Engineering Company, is the general partner, owns approximately 58.6 percent of Penrod's common stock. The remaining 41.4 percent of Penrod's common stock is owned by the Smith trusts. The Smith Trusts were formed in connection with Smith's acquisition of its interest in Penrod and have The Summit Trust Company as their trustee.
 After giving effect to the completed purchases described above, ENSCO owns an indirect beneficial interest in approximately 31.4 percent of the outstanding stock of Penrod. ENSCO's interest in Penrod is held through two wholly owned subsidiaries. One subsidiary, which was involved in the above transactions, holds interests in various Smith Trusts which represent an approximate 11.4 percent beneficial interest in Penrod. The other subsidiary, ENSCO Engineering Company, holds the interest in the partnership which represents an approximate 20.0 percent beneficial interest in Penrod and, as previously announced, has reached an agreement with Rainwater, Inc., an affiliate of Richard Rainwater, and PMJ Investment Corp. (PMJ), to purchase their 8.4 percent interest in the partnership subject to ENSCO shareholder approval. After giving effect to the purchase of the trust interests and the consummation of the Rainwater and PMJ transactions, ENSCO will own a beneficial interest in approximately 36.3 percent of Penrod (comprised of 24.9 percent through the partnership interest and 11.4 percent through interests in the Smith trusts.)
 The Goldman Sachs Group, L.P., and Natural Gas Partners, L.P., both of which are limited partners in the partnership, have notified the company of their belief that certain of the company's actions to date with respect to the company's acquisition of beneficial interests in the Smith trusts violate ENSCO Engineering Company's duties under the agreement of limited partnership of the partnership (the partnership agreement) and the terms of the partnership agreement that relate to the right of partners in the partnership to participate in the acquisition of interests in Penrod by another partner in the partnership. Further, Goldman and Natural Gas Partners have notified the company of their belief that they have a right to acquire a pro rata interest in the Smith trust interests acquired by the company, in proportion to their respective interests in the partnership. The company does not agree with Goldman's and Natural Gas Partners' interpretation of the partnership agreement. The company believes, however, that Goldman's and Natural Gas Partners' participation in the ownership of the Smith Trust interests could be arranged in a manner acceptable to the company, and the company is considering alternatives which would allow such participation. No assurance can be given that arrangements mutually acceptable to the company, Goldman and Natural Gas Partners will be agreed upon.
 ENSCO may from time to time seek to acquire additional interests in Penrod by acquiring additional interests in the partnership, the Smith trusts or otherwise. Such acquisitions could be accomplished pursuant to privately negotiated transactions, a merger or similar business combination or otherwise. There can be no assurance that ENSCO will be able to acquire any additional interests in Penrod, or enlarge its role with respect to the management and control of Penrod.
 ENSCO, headquartered in Dallas, is engaged in providing contract drilling and related energy services to the international petroleum industry. ENSCO's common stock and preferred stock trade on the American Stock Exchange (ESV). Penrod, headquartered in Dallas, is a privately owned international contract driller.
 -0- 12/20/91
 /CONTACT: G. Allen Brooks of ENSCO, 214-922-1500/
 (ESV) CO: Energy Service Company Inc.; Penrod Holding Corp. ST: Texas IN: OIL SU: TNM


KD -- NY023 -- 4291 12/20/91 10:53 EST
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Publication:PR Newswire
Date:Dec 20, 1991
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