Filed by Helmerich & Payne Exploration and Production Co.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Helmerich & Payne Exploration and Production Co.
Commission File No.:132-02238
Slide 1
Helmerich & Payne International Drilling Co.
[graphic omitted]
February 26 & 27, 2002
Slide 2
Helmerich & Payne Rig Locations
[graphic omitted
68 U.S. Rigs
4 Management Contracts
2 New Platform Rigs, Construction
5 New FlexRig(TM), Construction
20 New FlexRig(TM), on Order
33 International Rigs
Slide 3
Rig Status as of 25 February 2002 Rigs Rigs Working/ %
Available contracted Activity
U.S. Land, FlexRig(TM) 29 29 100%
U.S. Land, Conventional 29 18 62%
U.S. Platform 10 8 80%
International Land 33 19 58%
-- -- --
101 74 73%
Total
Platform Rig Construction 2 2
FlexRig(TM) Construction 5
FlexRigs(TM) on Order 20
Management Contracts 4
--
Total Rigs Working/contracted 80
Slide 4
Helmerich & Payne International Drilling Co.
What makes H&P attractive in an upturn?
o A successful, long-term strategy
o Good performance in strong and
weak markets
o Building leverage for the upturn:
The FlexRig(TM) Story
Slide 5
Helmerich & Payne International Drilling Co.
Long-Term Strategy
o Safety, value and performance leader in
the field
o Understand and exceed the customers'
service values and expectations
1. Safety
2. Personnel
3. Systems
4. Well performance
5. Customers
Slide 6
H&P - Rig 167 Texas Panhandle
[graphic omitted]
0 TD
AFE 16.8 Days
1,000 Technical Limit 14.2 Days
3 Well Avg Actual 10.4 Days
2,000
AFE Days Saved: 3 Wells 19.2 Days
3,000
4,000
Depth (ft)
5,000
6,000
7,000
8,000
9,000
0 3 6 9 12 15 18 21
Days
Slide 7
H&P - Rig 166 South Texas
[graphic omitted]
0 TD
AFE 72 Days
2,000 Actual 59 Days
4,000 AFE Days Saved: 13 Days
6,000
8,000
Depth (ft)
10,000
12,000
14,000
16,000
18,000
0 5 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85
Days
Slide 8
U.S. Customers
Working/Contracted rigs on 25 Feb 2002
Land Rigs Platform Rigs
Majors 29 13*
Large independents 7
Small independents 11
-- ---
Total rigs 47 13*
*Includes three management contracts
Slide 9
Helmerich & Payne International Drilling Co.
What makes H&P attractive in an upturn?
o A successful, long-term strategy
o Good performance in strong and
weak markets
o Building leverage for the upturn:
The FlexRig(TM) Story
Slide 10
EBITDA & Operating Income ($MM)
[graphic omitted]
$180 International $180
Domestic
$150 Total Operating Income $150
$120 $120
$90 $90
$60 $60
$30 $30
$0 $0
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
Slide 11
Helmerich & Payne International Drilling Co.
What makes H&P attractive in an upturn?
o A successful, long-term strategy
o Good performance in strong and
weak markets
o Building leverage for the upturn:
The FlexRig(TM) Story
Slide 12
U.S. Land Rigs & Well Depths 1982 - 2001
[graphic omitted]
62% of Total Rigs Operating
29%
5%
3%
1% Well Depth
>20,000'
1983 17,501'-20,000'
15,001'-17,500'
1986 10,001'=15,000'
0-10,000'
1989
1992
1995
1998
2% 4% 7% 43% 44%
2001
Slide 13
Strengths of H&P Highly Mobile Rigs
1. Safety: During 1998-2001, 36% lower
Recordable Incident Rate vs.
H&P conventional rigs
2. Activity 96% activity for all highly
mobile rigs since July 1994
Slide 14
Strengths of H&P Highly Mobile Rigs
3. Fast move times -- South Texas
Mobile Conventional
Rigs FlexRigs(TM) Rigs
Drawworks HP rating 1200 1500 1500
Depth Capacity 8-14,000' 8-18,000' 14-20,000'
# Wells 466 257 49
Avg. move: days / miles 2.3 / 25 2.4 / 40 6.7 / 67
Slide 15
Strengths of H&P FlexRigs(TM)
4. Flexible Depth Range
[graphic omitted]
Wells drilled by R168 Nov '99 - Feb '02
6 6
5
# Wells
2
8-9000' 9-11,000' 11-14,000' 14-18,000'
Slide 16
Helmerich & Payne International Drilling Co.
Rigs Available for Work
Feb 01 Feb 02 Sept 02 Dec 02 June 03
U.S. Land, FlexRig(TM) 17 29 39 44 54
U.S. Land, Conventional 22 29 29 29 29
U.S. Platform 10 10 12 12 12
International Land 40 33 33 33 33
Total rigs available 89 101 113 118 128
Slide 17
Helmerich & Payne International Drilling Co.
Summary
o H&P is focused on drilling
o Best activity rates and margins
o Building leverage for the upturn
Slide 18
Helmerich & Payne International Drilling Co.
[graphic omitted]
Invitation to visit a FlexRig(TM) during OTC, May 6-9
o Visit the H&P fabrication facility in Houston
o New FlexRig(TM) 210 completed, and Rigs 211
& 212 under construction
FORWARD-LOOKING STATEMENTS
It should be noted that this announcement contains certain
statements that may be deemed to be "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, without limitation, statements
regarding the consummation of the proposed spin-off and merger, its effect
on future earnings, cash flow or other operating results, the expected
closing date of the proposed spin-off and merger, any other effect or
benefit of the proposed spin-off and merger, the tax treatment of the
proposed spin-off and merger and the combined company, market prospects,
and any other statements that are not historical facts. H&P and Key
strongly encourage readers to note that some or all of the assumptions upon
which such forward-looking statements are based are beyond their ability to
control or estimate precisely, and may in some cases be subject to rapid
and material changes. Such assumptions include but are not limited to costs
and difficulties related to the integration of the businesses, costs,
delays and other difficulties related to the proposed spin-off and merger,
closing conditions not being satisfied, general market conditions
prevailing in the exploration for and development and production of oil and
gas (including inflation or lack of availability of goods and services,
environmental risks, drilling risks and regulatory changes), operating
hazards and delays, actions by customers and other third parties, the
future price of oil and gas, and other factors detailed in H&P's and Key's
filings with the Securities and Exchange Commission (the "SEC"), which are
available free of charge on the SEC's website at www.sec.gov. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated. H&P and Key undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION
In connection with the proposed spin-off and merger, Key and
Cimarex will file a proxy statement/prospectus with the SEC. Investors and
security holders are urged to carefully read the proxy statement/prospectus
regarding the proposed transaction when it becomes available, because it
will contain important information. Investors and security holders may
obtain a free copy of the proxy statement/prospectus (when it is available)
and other documents containing information about Key and H&P's oil and gas
division, without charge, at the SEC's web site at www.sec.gov. Copies of
the proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus may also be
obtained for free by directing a request to either: Key Production Company,
Inc., 707 Seventeenth Street, Suite 3300, Denver, Colorado 80202,
Attention: Sharon M. Pope, Assistant Corporate Secretary; telephone
303-295-3995, fax: 303-295-3494, or Helmerich & Payne, Inc, Utica at
Twenty-First Street, Tulsa, Oklahoma 74114, Attention: Steven R. Mackey,
Corporate Secretary; telephone 918-742-5531, fax 918-743-2671.
PARTICIPANTS IN SOLICITATION
H&P, Cimarex, Key and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from Key's shareholders in connection with the proposed merger. Information
concerning Key's participants in the solicitation is set forth in Key's
proxy statement dated April 26, 2001, which is filed with the SEC. Hans
Helmerich, Douglas E. Fears and Steven R. Mackey are currently directors of
Cimarex, and each of them and Steven R. Shaw are currently officers of
Cimarex (the "Cimarex Participants"). None of the Cimarex Participants
beneficially owns any shares of Cimarex common stock. The Cimarex
Participants are all executive officers of H&P. Information concerning
H&P's participants in the solicitation is set forth in H&P's proxy
statement dated January 25, 2002, which is filed with the SEC. Key's
shareholders may obtain additional information about the interests of all
such participants in the proposed merger by reading the proxy
statement/prospectus when it becomes available. Investors should read the
proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions.