-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BKA+PP9VAyYLzgWkv6JfNIYQgKscYwSbPSvPIvcYI+vvelgUznX4Z0yf3SvwuGSS dRBFKrcioW7r/f0w1P2G9g== 0000950117-97-000354.txt : 19970305 0000950117-97-000354.hdr.sgml : 19970305 ACCESSION NUMBER: 0000950117-97-000354 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970304 SROS: AMEX GROUP MEMBERS: FRANK CAPSTICK GROUP MEMBERS: GCT INVESTMENTS, INC. GROUP MEMBERS: KRISTIAN SIEM GROUP MEMBERS: LA PATAGONIA OFFSHORE INC. GROUP MEMBERS: MIKE L. MULLEN GROUP MEMBERS: MIKE MULLEN ENERGY EQUIPMENT RESOURCE, INC. GROUP MEMBERS: NOREX DRILLING LTD. GROUP MEMBERS: NOREX INDUSTRIES, INC. GROUP MEMBERS: ROY T. OLIVER, JR. GROUP MEMBERS: SOMERSET CAPITAL PARTNERS GROUP MEMBERS: SOMERSET DRILLING ASSOCIATES, L.L.C GROUP MEMBERS: STEVEN A. WEBSTER GROUP MEMBERS: THOMAS H. O'NEILL, JR. GROUP MEMBERS: U.S. RIG AND EQUIPMENT, INC GROUP MEMBERS: WILLIAM R. ZIEGLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DI INDUSTRIES INC CENTRAL INDEX KEY: 0000320186 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 742144774 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33055 FILM NUMBER: 97550128 BUSINESS ADDRESS: STREET 1: 450 GEARS RD STE 625 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 7138740202 MAIL ADDRESS: STREET 1: 450 GEARS RD STREET 2: SUITE 625 CITY: HOUSTON STATE: TX ZIP: 77067 FORMER COMPANY: FORMER CONFORMED NAME: DRILLERS INC DATE OF NAME CHANGE: 19870519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOMERSET CAPITAL PARTNERS CENTRAL INDEX KEY: 0001022343 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161506952 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 69 DELAWARE AVENUE STREET 2: BUFFALO CITY: BUFFALO STATE: NY ZIP: 14202 BUSINESS PHONE: 7168420711 MAIL ADDRESS: STREET 1: 69 DELAWARE AVENUE STREET 2: SUITE 200 CITY: BUFFALO STATE: NY ZIP: 14202 SC 13D/A 1 SOMERSET CAPITAL PARTNERS 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 1)(1) DI Industries, Inc. - -------------------------------------------------------------------------------- (Name of issuer) Common Stock, par value $0.10 per share - -------------------------------------------------------------------------------- (Title of class of securities) 232909-10-1 - -------------------------------------------------------------------------------- (CUSIP Number) c/o William R. Ziegler Parson & Brown 666 Third Avenue, 9th Floor New York, New York 10017; (212) 551-9860 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) October 4, 1996 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note. Six copies of this statement including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of Pages CUSIP No. 232909-10-1 13D Page 2 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Somerset Drilling Associates, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES See Item 5(b) of Initial Statement BENEFICIALLY- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) of Initial Statement 9 SOLE DISPOSITIVE POWER See Item 5(b) of Initial Statement 10 SHARED DISPOSITIVE POWER See Item 5(b) of Initial Statement 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,428,978 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% 14 TYPE OF REPORTING PERSON* 00 (Limited Liability Company) *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 3 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Somerset Capital Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES See Item 5(b) of Initial Statement BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) of Initial Statement 9 SOLE DISPOSITIVE POWER See Item 5(b) of Initial Statement 10 SHARED DISPOSITIVE POWER See Item 5(b) of Initial Statement 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,428,978 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 4 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Thomas H. O'Neill, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES See Item 5(b) of Initial Statement BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) of Initial Statement 9 SOLE DISPOSITIVE POWER See Item 5(b) of Initial Statement 10 SHARED DISPOSITIVE POWER See Item 5(b) of Initial Statement 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,428,978 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 5 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Steven A. Webster 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES See Item 5(b) of Initial Statement BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) of Initial Statement 9 SOLE DISPOSITIVE POWER See Item 5(b) of Initial Statement 10 SHARED DISPOSITIVE POWER See Item 5(b) of Initial Statement 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,428,978 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 6 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS William R. Ziegler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES See Item 5(b) of Initial Statement BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) of Initial Statement 9 SOLE DISPOSITIVE POWER See Item 5(b) of Initial Statement 10 SHARED DISPOSITIVE POWER See Item 5(b) of Initial Statement 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,428,978 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 7 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS U.S. Rig and Equipment, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,296,117 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 8 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mike Mullen Energy Equipment Resource, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,296,117 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 9 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GCT Investments, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,296,117 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 10 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS La Patagonia Offshore, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,296,117 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 11 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Roy T. Oliver, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,296,117 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 12 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mike L. Mullen 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (See Item 3 of Initial Statement) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,296,117 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 13 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Norex Drilling Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 See Item 3 of Initial Statement and Item 3 of this Amendment CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,730,105 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 14 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Norex Industries Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 See Item 3 of Initial Statement and Item 3 of this Amendment CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,730,105 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [X] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 15 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Kristian Siem 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Norway NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5(a) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [ ] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5(a) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 232909-10-1 13D Page 16 of Pages 1 NAME OF REPORTING PERSONS S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Frank Capstick 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER EACH See Item 5(b) REPORTING PERSON WITH 8 SHARED VOTING POWER See Item 5(b) 9 SOLE DISPOSITIVE POWER See Item 5(b) 10 SHARED DISPOSITIVE POWER See Item 5(b) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5(a) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* [ ] See Item 5(a) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5(a) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 1 TO SCHEDULE 13D Introduction. All of the reporting persons named in Item 2 below, other than La Patagonia Offshore, Inc., together with PRD Rig Partnership 1995, Ltd. ("PRD"), EER National 78 Partnership, Ltd. ("N78"), Pronor Holdings Ltd. ("Pronor") and Prosperity Investments Inc. ("Prosperity") (collectively, the "Initial Group") were signatories to an initial statement, on Schedule 13D, that was filed with the Securities and Exchange Commission (the "Commission") on September 9, 1996 (the "Initial Statement"). The Initial Group jointly filed the Initial Statement as a group solely because they may have been deemed a "group" within the meaning of Rule 13d-5(b)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by virtue of the fact that the shares of common stock of the issuer directly or indirectly beneficially owned by them were held subject to certain agreements with respect to the voting and disposition of same under the terms and conditions of a certain shareholders' agreement dated May 7, 1996, as amended on June 11, 1996 (as amended, the "Shareholders' Agreement"). In accordance with Rule 13d-1(f) promulgated pursuant to the Exchange Act, all of the members of the Initial Group executed a written agreement relating to the joint filing of the Initial Statement (the "Group Filing Agreement"), a copy of which was attached thereto as Exhibit I. The reporting persons named in Item 2 below (collectively, the "Group") are filing this Amendment No. 1 to Schedule 13D (the "Amendment"; the Amendment, together with the Initial Statement being sometimes hereinafter collectively referred to as the "Schedule 13D") primarily to disclose certain changes in beneficial ownership of the Common Stock of the Company resulting from the consummation of the following transfers of Common Stock that were mentioned in the Initial Statement: (i) liquidating distribution of shares of Common Stock by each of PRD and N78 to their respective partners, including La Patagonia Offshore, Inc., resulting in the withdrawal of each of PRD and N78 as members of the Group and the addition of La Patagonia Offshore, Inc. as a member of the Group; and (ii) transfers of shares of Common Stock by certain members of the Mullen/Oliver Group (as defined in Item 2 below) to certain third parties not members of the Group in satisfaction of certain pre-existing contractual obligations. In accordance with the terms and conditions of the Initial Group Filing Agreement and in satisfaction of the Rule 13d-1(f) written agreement requirement with respect to joint filings, La Patagonia Offshore, Inc. has executed a joinder to the Initial Group Filing Agreement, in the form of an Amendment No. 1 to Schedule 13D Group Filing Agreement (the "Amendment No. 1 to Group Filing Agreement"; the Initial Group Filing Agreement, as amended and supplemented by the Amendment No. 1 to Group Filing Agreement, being sometimes hereinafter collectively referred to as the "Group Filing Agreement"). A copy of the Amendment No. 1 to Group Filing Agreement is attached as Exhibit I to this Amendment. Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to them in the Initial Statement. Item 1. Security and Issuer. No change, except that the street address for each of Somerset, SCP and O'Neill has been changed to 254 Franklin Street. Item 2. Identity and Background. The reporting persons are the signatories to the Shareholders' Agreement and/or the control persons of such signatories, and are comprised of three subgroups, as follows: (i) Somerset Drilling Associates, L.L.C., a Delaware limited liability company ("Somerset"), Somerset Capital Partners, a New York general partnership and the managing member of Somerset ("SCP"), Thomas H. O'Neill, Jr., an individual ("O'Neill"), Steven A. Webster, an individual ("Webster") and William R. Ziegler, an individual ("Ziegler"), being the three general partners of SCP (collectively, the "SCP Partners"; and together with Somerset and SCP, the "Somerset Group"); (ii) Roy T. Oliver, Jr., an individual ("Oliver"), U.S. Rig and Equipment, Inc., an Oklahoma corporation ("USRE"), Mike Mullen Energy Equipment Resource, Inc., a Texas corporation ("MMEER"), GCT Investments, Inc., a Texas corporation ("GCT"), Mike L. Mullen, an individual ("Mullen" ), and La Patagonia Offshore, Inc., a Texas corporation ("LPO"; and together with Oliver, USRE, MMEER, GCT and Mullen, being sometimes hereinafter collectively referred to as the "Mullen/Oliver Group"); and (iii) Norex Drilling Ltd., a Bermuda corporation ("Norex Drilling"), Norex Industries Inc., a Cayman Islands company ("NXA"), Kristian Siem, an individual ("Siem") and Frank Capstick, an individual ("Capstick") (NXA, Siem and Capstick, together with Norex Drilling, the "Drilling Group"). The members of the Somerset Group, the Mullen/Oliver Group and the Drilling Group are hereinafter sometimes referred to individually as a "Reporting Person" and collectively as the "Reporting Persons". Somerset Group No change. Mullen/Oliver Group No change, except for: (i) the withdrawal of each of PRD and N78 as members of the Group, effective on October 17, 1996, the date of the liquidating distributions of all shares of Common Stock owned by each of PRD and N78 to their respective partners; and (ii) the addition of LPO as a member of the Group. LPO is a Texas corporation whose principal business is investment in limited partnerships in which MMEER is the general partner. The address of the principal business and -2- principal office of LPO is 8411 Preston Road, Suite 730 LB2, Dallas, Texas 75225. Mullen and Oliver are the sole executive officers, directors and control persons of LPO. During the last five years, no member of the Mullen/Oliver Group, inclusive of LPO and its executive officers, directors and control persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, no member of the Mullen/Oliver Group, inclusive of LPO and its executive officers, directors and control persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Drilling Group No change. Item 3. Source and Amount of Funds or Other Consideration. Somerset Group No change. Mullen/Oliver Group No change, except as set forth below. No consideration was paid by MMEER or LPO to either PRD or N78 in connection with the liquidating distributions of shares of Common Stock made by PRD and N78 to MMEER and LPO. Drilling Group No change, except that, (i) in accordance with the terms of the NXA Stock Purchase Agreement disclosed in the Initial Statement, on September 12, 1996, NXA paid $4,000,000 for Orkla's 47.06% interest in Prosperity, the sole shareholder of Pronor, which owned 8,300,000 shares of Common Stock, and (ii) also on September 12, 1996, NXA paid $725,000 for the remaining 5.88% interest in Prosperity. The source of funds for the acquisitions of these indirect interests in shares of Common Stock was working capital of NXA. However, as previously disclosed in the Initial Statement, pursuant to the terms of the NXA Shareholders' Agreement, NXA had shared beneficial ownership of all 8,300,000 shares of Common Stock owned by Pronor with Orkla, through their joint venture company, Prosperity. On December 31, 1996, the 8,300,000 shares of Common Stock owned of record by Pronor were transferred to Norex Drilling pursuant to the liquidations of Pronor and Prosperity. No consideration was paid by Norex Drilling to either Pronor or Prosperity in connection with the liquidating distributions of shares of Common Stock made to Norex Drilling at the direction of NXA. As a result of the consummation of the transactions contemplated by the NXA Stock Purchase Agreement and the related acquisition of the remaining 5.88% interest in Prosperity, NXA has full indirect beneficial -3- ownership of the shares of Common Stock previously owned of record by Pronor and now owned of record by Norex Drilling. Item 4. Purpose of Transaction. No change, except that the following paragraphs are added to describe certain direct and indirect transfers of Common Stock made by and to, as the case may be, the Reporting Persons since the date of the Initial Statement. PRD and N78 effected a liquidating distribution of all 3,826,193 shares of Common Stock acquired in the aggregate by them in the Rig Merger to their respective partners on October 17, 1996. These liquidating distributions included the transfer of record ownership of an aggregate of 1,024,464 shares of Common Stock by PRD and N78 to MMEER, the sole general partner of each of PRD and N78, and the transfer of an aggregate of 887,692 shares of Common Stock to LPO, a limited partner of each of PRD and N78; the remaining 1,914,037 shares of Common Stock that were previously owned by either PRD or N78 were transferred to partners of PRD and N78 who are not Reporting Persons and not affiliates of Reporting Persons. Such distributions resulted in a decrease in the aggregate number of shares of Common Stock beneficially owned by MMEER, since MMEER, as general partner of each of PRD and N78, beneficially owned all shares of Common Stock previously owned by each of PRD and N78. The 887,692 shares transferred by PRD and N78 to LPO remain subject to the terms of the Shareholders' Agreement; the 1,024,464 shares transferred by PRD and N78 to MMEER were released from the terms and conditions of the Shareholders' Agreement upon the contemporaneous transfer of such shares by MMEER to third parties (see disclosure in next paragraph); and the remaining 1,914,037 shares of Common Stock transferred by PRD and N78 to partners who are not Reporting Persons were released from the terms and conditions of the Shareholders' Agreement in accordance with the provisions thereof. In addition, (i) on October 4 and 17, 1996, MMEER transferred an aggregate of 789,237 shares of Common Stock to Oliver and (ii) on various dates ending December 11, 1996, MMEER, GCT and USRE transferred 4,196,603, 396,825 and 396,825 shares of the Common Stock, respectively, to persons who are not Reporting Persons, in each case, in satisfaction of certain contractual obligations that were created prior to the acquisition by MMEER or Oliver of any shares of Common Stock and were unrelated to the Company or the Common Stock of the Company. The 789,237 shares of Common Stock transferred by MMEER to Oliver remain subject to the terms and conditions of the Shareholders' Agreement, and the 4,990,253 shares of Common Stock transferred by MMEER (inclusive of the 1,024,464 shares that were distributed by PRD and N78 to MMEER as disclosed above), GCT and USRE to persons who are not Reporting Persons were released from the terms and conditions of the Shareholders' Agreement in accordance with the provisions thereof. On December 19, 1996, Oliver made a gift of an aggregate of 13,332 shares of Common Stock to his two minor sons under the Uniform Gift to Minors Act as in effect in the State of Oklahoma. Oliver, as Custodian for his sons, has retained beneficial ownership of these shares of Common Stock until his sons reach the age of majority. Accordingly, these 13,332 -4- shares of Common Stock transferred by Oliver to his minor children remain subject to the terms and conditions of the Shareholders' Agreement. On or about February 6, 1997, USRE transferred an aggregate of 41,040 shares of Common Stock to Oliver, in satisfaction of rental payments, in the amount of $5,225 owed for October 1996 and in the amount of $118,013.51 owed and/or owing for 1997, for certain commercial property owned by Oliver and leased to USRE. These 41,040 shares of Common Stock transferred by USRE to Oliver remain subject to the terms and conditions of the Shareholders' Agreement. On September 12, 1996, (i) in accordance with the terms of the NXA Stock Purchase Agreement (a copy of which was attached to the Initial Statement as Exhibit XI), NXA acquired Orkla's 47.06% interest in Prosperity, the sole shareholder of Pronor, which owned 8,300,000 shares of Common Stock and (ii) pursuant to an agreement with another third party, NXA acquired the remaining 5.88% interest in Prosperity. The consummation of these transactions resulted in NXA acquiring full indirect beneficial ownership of the 8,300,000 shares of Common Stock then owned of record by Pronor; prior to the consummation of these transactions, Orkla shared beneficial ownership of the shares of Common Stock owned of record by Pronor, through its ownership interest in Prosperity. On December 31, 1996, these 8,300,000 shares of Common Stock were transferred by Pronor to Norex Drilling as liquidating distributions by Pronor and Prosperity. The descriptions of the the Shareholders' Agreement (inclusive of the other agreements which are exhibits thereto, including, without limitation, the Form of Irrevocable Proxy) and the NXA Stock Purchase Agreement contained in this Item 4 are summaries and are subject to and qualified in their entirety by reference to the detailed provisions of such documents, copies of which are attached hereto as Exhibits to the Initial Schedule and incorporated therein and herein by reference (see Item 7 of the Initial Schedule for specific Exhibit references). Except as discussed above in Item 4 to this Amendment or disclosed in Item 4 to the Initial Statement (inclusive of the provisions of the documents incorporated herein and therein by reference), none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any director or executive officer of any Reporting Person that is not a Reporting Person hereunder, has any current plans or proposals which relate to or would result in the occurrence of any actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of shares of Common Stock beneficially owned by each person named in Item 2 above are as follows: -5- Somerset Group The aggregate number and percentage of the Common Stock which are owned beneficially and of record by Somerset on the date hereof are 29,962,223 shares of Common Stock, or approximately 21.79% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. The aggregate number and percentage of the Common Stock which are owned beneficially by SCP on the date hereof are 35,423,978 shares of Common Stock, or approximately 25.77% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, which number and percentage include the 29,962,223 shares owned of record by Somerset , since SCP is the managing member of Somerset, as well as the 5,461,755 shares owned of record by SCP. The aggregate number and percentage of the Common Stock which are owned beneficially by each of O'Neill and Webster on the date hereof are 35,423,978 shares of Common Stock, or approximately 25.77% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, which number and percentage include the 29,962,223 shares owned of record by Somerset and the 5,461,755 shares owned of record by SCP, since each of O'Neill and Webster is a partner of SCP and SCP is the managing member of Somerset. The aggregate number and percentage of the Common Stock which are owned beneficially by Ziegler on the date hereof are 35,428,978 shares of Common Stock, or approximately 25.77% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, which number and percentage include the 29,962,223 shares owned of record by Somerset and the 5,461,755 shares owned of record by SCP, since Ziegler is a partner of SCP and SCP is the managing member of Somerset, as well as 5,000 shares owned of record by Ziegler. Notwithstanding the foregoing, if each of Somerset, SCP, O'Neill, Webster and Ziegler are deemed to constitute a "group" within the meaning of Section 13(d)(3) and Rule 13d- 5(b) by virtue of their action in concert in connection with the acquisition of an aggregate of 35,423,978 shares of Common Stock pursuant to the Somerset Merger Agreement, then each of the foregoing members of the Somerset Group may be deemed to beneficially own an aggregate of 35,428,978 shares of Company Common Stock, or approximately 25.77% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. The foregoing aggregate number and percentage of the Common Stock beneficially owned by the various members of the Somerset Group as of the date hereof does not include any shares of Common Stock that any member of the Somerset Group may have the right to acquire upon any exercise of the Somerset Group Shadow Warrant, as any such right to acquire shares of Common Stock pursuant to the Somerset Shadow Warrant is contingent upon the occurrence of events not within the control of any member of the Somerset Group and which may or may not occur within 60 days of the date hereof. -6- Mullen/Oliver Group The aggregate number and percentage of the Common Stock which are owned beneficially and of record by USRE on the date hereof are 2,660,011 shares of Common Stock, or approximately 1.93% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. The aggregate number and percentage of the Common Stock which are owned beneficially by Oliver on the date hereof are 15,703,306 shares of Common Stock, or approximately 11.42% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, which number and percentage include (i) the 2,660,011 shares owned of record by USRE, since USRE is a corporation wholly-owned and controlled by Oliver, (ii) the 12,142,271 shares owned of record by Oliver, (iii) the 13,332 shares owned of record by Oliver as Custodian for his two minor sons and (iv) the 887,692 shares owned of record by LPO, since Oliver is a control person of LPO. The aggregate number and percentage of the Common Stock which are owned beneficially and of record by LPO on the date hereof are 887,692 shares of Common Stock, or approximately 0.65% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. The aggregate number and percentage of the Common Stock which are owned beneficially and of record by GCT on the date hereof are 3,219,191 shares of Common Stock, or approximately 2.34% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. The aggregate number and percentage of the Common Stock which are owned beneficially and of record by MMEER on the date hereof are 7,373,620 shares of Common Stock, or approximately 5.36% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. The aggregate number and percentage of the Common Stock which are owned beneficially by Mullen on the date hereof are 11,480,503 shares of Common Stock, or approximately 8.35% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, which number and percentage include the 7,373,620 shares owned beneficially and of record by MMEER, the 3,219,191 shares owned beneficially and of record by GCT and the 887,692 shares owned beneficially and of record by LPO, since each of MMEER, GCT and LPO is a corporation controlled by Mullen. Notwithstanding the foregoing, if each of USRE, Oliver, LPO, GCT, MMEER and Mullen are deemed to constitute a "group" within the meaning of Section 13(d)(3) and Rule 13d-5(b) by virtue of their action in concert in connection with the acquisition of an aggregate of 33,200,407 shares of Common Stock pursuant to the Rig Merger Agreement (or, with respect to LPO, subsequent acquisition of shares from a party that had so acted in concert), then each of the foregoing members of the Mullen/Oliver Group may be deemed to beneficially own all -7- 26,296,117 shares of Common Stock, or approximately 19.13% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, owned in the aggregate by them on the date hereof. The foregoing aggregate number and percentage of the Common Stock beneficially owned by the various members of the Mullen/Oliver Group as of the date hereof does not include any shares of Common Stock that any member of the Mullen/Oliver Group may have the right to acquire upon any exercise of the Mullen/Oliver Shadow Warrants, as any such right to acquire shares of Common Stock pursuant to the Mullen/Oliver Shadow Warrants is contingent upon the occurrence of events not within the control of any member of the Mullen/Oliver Group and which may or may not occur within 60 days of the date hereof. Drilling Group The aggregate number and percentage of the Common Stock which are owned beneficially and of record by Norex Drilling on the date hereof are 18,730,105 shares of Common Stock, or approximately 13.62% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. NXA, as the control person of Norex Drilling, may be deemed to beneficially own the 18,730,105 shares of Common Stock owned of record by Norex Drilling, or approximately 13.62% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. As a result of the consummation of the transactions contemplated by the NXA Stock Purchase Agreement, Orkla no longer may be deemed to share beneficial ownership of the 8,300,000 shares of Common Stock previously owned of record by Pronor. Each of Siem (as the Chairman of the Board, Director and Vice President of Norex Drilling, the Chairman of the Board, Director and CEO of NXA) and Capstick (as a Director and the President of Norex Drilling and the President of NXA) may be deemed to beneficially own the 18,730,105 shares of Common Stock owned of record by Norex Drilling, or approximately 13.62% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997. Each of Siem and Capstick and each of the other individuals listed on Annexes A - D attached to the Initial Statement expressly disclaims beneficial ownership of any shares of Common Stock covered by the Initial Statement and this Amendment. Reporting Group Notwithstanding the foregoing, if each of the members of the Somerset Group, the Mullen/Oliver Group and the Drilling Group are deemed to constitute a "group" within the meaning of Section 13(d)(3) and Rule 13d-5(b) by virtue of the fact that the shares of Common Stock of the Company directly or indirectly beneficially owned by them are held subject to the certain agreements with respect to the voting and disposition of same under the terms and conditions of the Shareholders Agreement, then each of the foregoing members of each of the -8- Somerset Group, the Mullen/Oliver Group and the Drilling Group may be deemed to beneficially own all of the 80,455,200 shares of Common Stock, or approximately 58.52% of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, held subject to the terms and conditions of the Shareholders Agreement. Each of the members of the Somerset Group expressly disclaims beneficial ownership of the shares of Common Stock acquired and owned of record by any members of each of the Mullen/Oliver Group and the Drilling Group; each of the members of the Mullen/Oliver Group expressly disclaims beneficial ownership of the shares of Common Stock acquired and owned of record by any members of each of the Somerset Group and the Drilling Group; and each of the members of the Drilling Group expressly disclaims beneficial ownership of the shares of Common Stock acquired and owned of record by any members of each of the Somerset Group and the Mullen/Oliver Group. (b) With respect to each person named in response to paragraph (a) of this Item 5 of Schedule 13D, set forth below are the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition: Somerset Group No change. Mullen/Oliver Group Subject to the terms and conditions of the Shareholders Agreement and the Irrevocable Proxy executed and delivered by USRE thereunder, (i) USRE may be deemed to have the sole power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 2,660,011 shares of Common Stock owned of record by it and (ii) notwithstanding the foregoing, Oliver, as the sole owner and control person of USRE, may be deemed to share the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 2,660,011 shares of Common Stock owned of record by USRE. Subject to the terms and conditions of the Shareholders Agreement and the Irrevocable Proxies executed and delivered by each of USRE, Oliver and LPO thereunder, Oliver may be deemed to (i) have the sole power to vote (and direct the vote of) and to dispose of (and direct the disposition of) (A) the 12,142,271 shares owned of record by Oliver and (B) the 13,332 shares issued in the name of Oliver as Custodian for his minor sons, (ii) as the sole owner and control person of USRE, share the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 2,660,011 shares of Common Stock owned of record by USRE, and (iii) as one of the two executive officers, directors and shareholders of LPO, share the power to vote (and to direct the vote of) and to dispose of (and direct the disposition of) 887,692 shares of Common Stock owned of record by LPO. Subject to the terms and conditions of the Shareholders Agreement and the Irrevocable Proxy executed and delivered by LPO thereunder, (i) LPO may be deemed to have the sole power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the -9- 887,692 shares of Common Stock owned of record by it and (ii) notwithstanding the foregoing, each of Mullen and Oliver, as the sole executive officers, directors and shareholders of LPO, may be deemed to share the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 887,692 shares of Common Stock owned of record by LPO. Subject to the terms and conditions of the Shareholders Agreement and the Irrevocable Proxy executed and delivered by GCT thereunder, (i) GCT may be deemed to have the sole power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 3,219,191 shares of Common Stock owned of record by it and (ii) notwithstanding the foregoing, Mullen, as the sole control person of GCT, may be deemed to share the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 3,219,191 shares of Common Stock owned of record by GCT. Subject to the terms and conditions of the Shareholders Agreement and the Irrevocable Proxy executed and delivered by MMEER thereunder, (i) MMEER may be deemed to have the sole power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 7,373,620 shares of Common Stock owned of record by it and (ii) notwithstanding the foregoing, Mullen, as the sole control person of MMEER, may be deemed to share the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 7,373,620 shares of Common Stock owned of record by MMEER. Subject to the terms and conditions of the Shareholders Agreement and the Irrevocable Proxies executed and delivered by MMEER, GCT and LPO thereunder, Mullen, (i) as the sole control person of each of MMEER and GCT, may be deemed to share the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the (A) 7,373,620 shares of Common Stock owned of record by MMEER and (B) 3,219,191 shares of Common Stock owned of record by GCT and (ii) as one of the two executive officers, directors and shareholders of LPO, share the power to vote (and to direct the vote of) and to dispose of (and direct the disposition of) 887,692 shares of Common Stock owned of record by LPO. In addition, notwithstanding the foregoing, (i) if each of USRE, Oliver, LPO, GCT, MMEER and Mullen are deemed to constitute a "group" within the meaning of Section 13(d)(3) and Rule 13d-5(b) by virtue of their action in concert in connection with the acquisition of an aggregate of 33,200,407 shares of Common Stock pursuant to the Rig Merger Agreement (or, with respect to LPO, subsequent acquisition of shares from a party that had so acted in concert), then each member of the Mullen/Oliver Group may be deemed to share with all of the other members of the Mullen/Oliver Group the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) all 26,296,117 shares of Common Stock presently owned of record by any member of the Mullen/Oliver Group and (ii) if each of the members of the Somerset Group, the Mullen/Oliver Group and the Drilling Group are deemed to constitute a "group" within the meaning of Section 13(d)(3) and Rule 13d-5(b) by virtue of the fact that the shares of Common Stock of the Company directly or indirectly beneficially owned by them are held subject to the certain agreements with respect to the voting and disposition of same under the terms and conditions of the Shareholders Agreement and the Irrevocable Proxies executed and delivered thereunder, then (A) each of the foregoing members of the Mullen/Oliver Group -10- may be deemed to share with the members of each of the Somerset Group and the Drilling Group, the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 35,428,978 shares of Common Stock owned of record by the various members of the Somerset Group and the 18,730,105 shares of Common Stock owned of record by the various members of the Drilling Group and (B) each of the members of the Somerset Group and the Drilling Group may be deemed to share with the members of the Mullen/Oliver Group, the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 26,296,117 shares of Common Stock owned of record by the various members of the Mullen/Oliver Group. Each of the members of the Mullen/Oliver Group expressly disclaims beneficial ownership of the shares of Common Stock acquired and owned of record by any members of each of the Somerset Group and the Drilling Group. Drilling Group Subject to the terms and conditions of the Shareholders Agreement and the Irrevocable Proxy executed and delivered by Norex Drilling thereunder, (i) Norex Drilling may be deemed to have the sole power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 18,730,105 shares of Common Stock owned of record by it and (ii) notwithstanding the foregoing, (A) NXA, as the control person of Norex Drilling, and (B) each of Siem (as the Chairman of the Board, Director and Vice President of Norex Drilling, the Chairman of the Board, Director and CEO of NXA) and Capstick (as a Director and the President of Norex Drilling and the President of NXA) may be deemed to share the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 18,730,105 shares of Common Stock owned of record by Norex Drilling. In addition, notwithstanding the foregoing, if each of the members of the Somerset Group, the Mullen/Oliver Group and the Drilling Group are deemed to constitute a "group" within the meaning of Section 13(d)(3) and Rule 13d-5(b) by virtue of the fact that the shares of Common Stock of the Company directly or indirectly beneficially owned by them are held subject to the certain agreements with respect to the voting and disposition of same under the terms and conditions of the Shareholders Agreement and the Irrevocable Proxies executed and delivered thereunder, then (i) each of the foregoing members of the Drilling Group may be deemed to share with the members of each of the Somerset Group and the Mullen/Oliver Group, the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 35,428,978 shares of Common Stock owned of record by the various members of the Somerset Group and the 26,296,117 shares of Common Stock owned of record by the various members of the Mullen/Oliver Group and (ii) each of the members of the Somerset Group and the Mullen/Oliver Group may be deemed to share with the members of the Drilling Group, the power to vote (and direct the vote of) and to dispose of (and direct the disposition of) the 18,730,105 shares of Common Stock owned of record by the various members of the Drilling Group. Each of the members of the Drilling Group expressly disclaims beneficial ownership of the shares of Common Stock acquired and owned of record by any members of each of the Somerset Group and the Mullen/Oliver Group. In addition, as previously stated, each of Siem and Capstick and each of the other individuals listed on Annexes A - D attached to the Initial -11- Statement expressly disclaims beneficial ownership of any shares of Common Stock covered by the Initial Statement and this Amendment. Lastly, as a result of the consummation of the transactions contemplated by the NXA Stock Purchase Agreement, Orkla no longer shares any power to vote (or direct the vote of) or to dispose (or direct the disposition of) of the 8,300,000 shares of Common Stock previously owned of record by Pronor. (c) Except for the transfers of shares of Common Stock by members of the Mullen/Oliver Group and acquisition by NXA of the 52.94% interest in Prosperity (and therefore the indirect acquisition of full beneficial ownership of the shares of Common Stock previously owned by Pronor) and subsequent liquidating transfer of 8,300,000 shares of Common Stock by Pronor to Norex Drilling, all as more fully disclosed in response to Items 3 and 4 above, during the past 60 days, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any director or executive officer of any Reporting Person that is not a Reporting Person hereunder, has effected any transaction in the Common Stock. See Items 3 and 4 above and subsection (a) and (b) of this Item 5 for further details in connection with such direct and indirect acquisition and disposition of shares of Common Stock. (d) Not applicable. (e) On December 31, 1996, each of Pronor and Prosperity ceased to be the beneficial owner of any shares of Common Stock and are therefore no longer Reporting Persons or members of the Drilling Group. On October 17, 1996, each of PRD and N78 ceased to be the beneficial owner of any shares of Common Stock and are therefore no longer Reporting Persons or members of the Mullen/Oliver Group. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No change, except as stated below. As a result of (i) the liquidating distributions of shares of Common Stock by each of PRD and N78 to their respective partners and (ii) the transfers of shares of Common Stock by certain members of the Mullen/Oliver Group to certain third parties not members of the Group, in each case, as more fully described above, an aggregate of 6,904,290 shares of Common Stock were released from the terms and conditions of the Shareholders Agreement. As of the date hereof, an aggregate of 80,455,200 shares, or 58.52%, of the 137,473,434 shares of Common Stock issued and outstanding as of January 31, 1997, are held subject to the terms and conditions of the Shareholders Agreement. In connection with its acquisition of 887,692 shares of Common Stock from PRD and N78, (i) LPO executed and delivered (A) a joinder to the Shareholders Agreement (the "Shareholders Agreement Joinder"), a copy of which Shareholders Agreement Joinder is attached hereto as Exhibit II and (B) an Irrevocable Proxy, substantially in the form attached to the -12- Shareholders Agreement that was filed as Exhibit IV to the Initial Statement and (ii) the Reporting Persons entered into the Amendment No. 1 to Group Filing Agreement attached hereto as Exhibit I. In addition, the shares acquired by LPO are entitled to registration rights pursuant to the terms and conditions of the Registration Rights Agreement, a copy of which was attached as Exhibit VI to the Initial Statement. As a result of the transfers of an aggregate of 789,237 shares of Common Stock by MMEER to Oliver in satisfaction of the oral understanding previously disclosed in Items 5 and 6 of the Initial Statement, which transfers were effected on October 4 and 17, 1996, Oliver no longer shares with MMEER voting or dispositive with respect to any shares of Common Stock owned of record by MMEER and/or entities controlled by MMEER. On November 7, 1996, MMEER pledged an aggregate of 1,000,000 shares of Common Stock in favor of Overton Bank & Trust ("OBT") to secure a loan, in the principal amount of $275,000, made by OBT to Mullen. On February 3, 1997, MMEER pledged an aggregate of 3,000,000 shares of Common Stock in favor of BancFirst of Oklahoma City ("BFOC") to secure a loan, in the principal amount of $2,000,000, made by BFOC to Mullen. The loans secured by these pledges of shares of Common Stock are subject to standard default and foreclosure provisions. As previously disclosed in the Initial Statement and in Items 4 and 5 of this Amendment, as a result of the consummation of the transactions contemplated by the NXA Stock Purchase Agreement on September 12, 1996, Orkla no longer shares voting or dispositive power of any shares of Common Stock owned of record by Pronor. In addition, as a practical matter, the consummation of the transactions contemplated by the NXA Stock Purchase Agreement resulted in the termination of the NXA Shareholders Agreement. The descriptions of the Joinder, the Shareholders Agreement Joinder, Shareholders' Agreement (inclusive of the other agreements which are exhibits thereto, including, without limitation, the Form of Irrevocable Proxy), the Registration Rights Agreement, the NXA Shareholders Agreement and the NXA Stock Purchase Agreement contained in this Item 6 are summaries and are subject to and qualified in their entirety by reference to the detailed provisions of such documents, copies of which are attached hereto as Exhibits I and II and/or attached as Exhibits to the Initial Statement, respectively, and incorporated herein or therein by reference (see Item 7 of the Initial Statement for specific Exhibit references for documents attached thereto as Exhibits). Except as discussed above in this Item 6 or in Item 4 or Item 6 of the Initial Statement (in each case, inclusive of the provisions of the documents incorporated herein or therein by reference), none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any director or executive officer of any Reporting Person that is not a Reporting Person hereunder, is a party to any contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons named in Item 2 above or between any such Reporting Persons and any other person with respect to any securities of the Company, including, without limitation, those relating to the transfer or voting of any securities, finder's fees, joint ventures, -13- loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, the pledge of securities or any other arrangement involving a contingency the occurrence of which would give another person voting power or investment power over such securities. Item 7. Material to be Filed as Exhibits. I. Amendment No. 1 to Group Filing Agreement referred to in the Introduction and Item 6. II. Joinder to Shareholders Agreement referred to in the Introduction and Items 4 and 6. -14- EXHIBIT INDEX Exhibit Number Description I Amendment No. 1 to Schedule 13D Group Filing Agreement, executed by each of Somerset Drilling Associates, L.L.C., Somerset Capital Partners, Thomas H. O'Neill, Jr., Steven A. Webster, William R. Ziegler, Roy T. Oliver, Jr., U.S. Rig and Equipment, Inc., Mike Mullen Energy Equipment Resource, Inc., GCT Investments, Inc., Mike L. Mullen, La Patagonia Offshore, Inc., Norex Drilling Ltd., Norex Industries, Inc., Kristian Siem and Frank Capstick on October 17, 1996 II Acknowledgment and Agreement (Joinder to Shareholders' Agreement), executed by La Patagonia Offshore, Inc. on October 17, 1996 -18- EX-99 2 EXHIBIT I EXHIBIT I AMENDMENT NO. 1 TO SCHEDULE 13D GROUP FILING AGREEMENT AMENDMENT NO. 1 TO SCHEDULE 13D GROUP FILING AGREEMENT (this "Amendment"), made as of this 17th day of October, 1996, by and among Somerset Drilling Associates, L.L.C., a Delaware limited liability company ("Somerset"), Somerset Capital Partners, a New York general partnership and the managing member of Somerset ("SCP"),Thomas H. O'Neill, Jr., an individual ("O'Neill"), Steven A. Webster , an individual ("Webster") and William R. Ziegler, an individual ("Ziegler", and together with Somerset, S.P., O'Neill and Webster, the "Somerset Group"), Roy T. Oliver, Jr., an individual ("Oliver"), U.S. Rig and Equipment, Inc., an Oklahoma corporation ("USRE"), Mike Mullen Energy Equipment Resource, Inc., a Texas corporation ("EER"), GCT Investments, Inc., a Texas corporation ("GCT"), La Patagonia Offshore Inc., a Texas corporation ("LPO") and Mike L. Mullen, an individual ("Mullen", and together with Oliver, USRE, EER, GCT and LPO, the "Mullen/Oliver Group") and Norex Drilling Ltd., a Bermuda corporation ("Norex Drilling"), Norex Industries, Inc., a Cayman Islands company ("NXA"), Kristian Siem, an individual ("Siem") and Frank Capstick, an individual ("Capstick", and together with Norex Drilling, NXA and Siem, the "Drilling Group") (each of the foregoing members of the Somerset Group, the Mullen/Oliver Group and Norex Drilling are hereinafter sometimes referred to individually as a "Reporting Person" and collectively as the "Reporting Persons"). WHEREAS, each of Somerset, SCP, O'Neill, Webster, Ziegler, Oliver, USRE, EER, GCT, Mullen, PRD Rig Partnership 1995, Ltd., a Texas limited partnership ("PRD"), EER National 78 Partnership, Ltd., a Texas limited partnership ("N78"), Norex Drilling, Pronor 1 Holdings Ltd., a British Virgin Island corporation ("Pronor"), Prosperity Investments, Inc., a British Virgin Islands company ("Prosperity"), Siem and Capstick (collectively, the "Initial Reporting Persons") are signatories to that certain Schedule 13D Group Filing Agreement made as of August 27, 1996 (the "Initial Group Filing Agreement") that was entered into in connection with a certain an initial statement, on Schedule 13D, with respect to the beneficial ownership of shares of common stock of DI Industries, Inc., a Texas corporation (the "Corporation") that was jointly filed by such Initial Reporting Persons with the Securities and Exchange Commission (the "Commission") on September 9, 1996 (the "Initial Statement"); WHEREAS, the Initial Reporting Persons were either (i) parties (the "Initial Shareholders") to a certain Shareholders Agreement dated May 7, 1996, and amended as of June 11, 1996, but effective as of the effective date of the Mergers (as amended, the "Shareholders Agreement"), which provides, among other things, for certain agreements with respect to the transfer and the voting of shares of the Corporation owned or to be owned by the Initial Shareholders or (ii) indirect beneficial owners (the "Initial Indirect Beneficial Owners") of shares of the Corporation subject to the terms and conditions of the Shareholders Agreement; WHEREAS, the Initial Reporting Persons entered into the Initial Group Filing Agreement and jointly filed the Initial Statement because by virtue of certain provisions of the Shareholders Agreement, such Initial Reporting Persons may have been deemed a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated by the Commission; WHEREAS, as a result of the consummation of various transactions involving shares of common stock of the Corporation after the date of the filing of the Initial Statement (collectively, the "Transactions"), (i) (A) each of Pronor, PRD and N78 ceased to be a record or 2 direct beneficial owner, and Prosperity ceased to be an indirect beneficial owner, of any shares of common stock of the Corporation, and (B) in accordance with the provisions of Section 6 of the Initial Group Filing Agreement, upon the filing with the Commission of an amendment to the Initial Statement disclosing that each of such Initial Reporting Persons ceased to be a member of the Group, the terms and conditions of the Initial Group Filing Agreement will terminate with respect to each such Initial Reporting Person and (ii) (A) LPO became the record and direct beneficial owner of certain shares of common stock of the Corporation that remain subject to the terms and conditions of the Shareholders Agreement and (B) in accordance with the provisions of Section 9 of the Initial Group Filing Agreement, upon the transfer to LPO of shares of common stock subject to the terms and conditions of the Shareholders Agreement, LPO became bound by the terms and conditions of the Initial Group Filing Agreement and obligated to execute and deliver a joinder to the Initial Group Filing Agreement with respect thereto; WHEREAS, the Reporting Persons desire to (i) amend the terms of the Initial Group Filing Agreement to disclose (A) the release of each of Pronor, Prosperity, PRD and N78 from the terms and conditions thereof and (B) the joinder of LPO as a Shareholder, Reporting Person and member of the "Group" thereunder, and (ii) to provide for the execution and filing of an Amendment No. 1 to the Initial Statement to reflect the foregoing and any other changes in the beneficial ownership of shares of common stock of the Corporation by the reconstituted "group" since the date of the filing of the Initial Statement as is required to be disclosed under Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder, and to otherwise confirm their respective authorizations, covenants and obligations under the Initial Group Filing Agreement, inclusive of the grant of a power of attorney with 3 respect to the preparation, execution and filing of such required Amendment No. 1 to the Initial Statement and any and all subsequent amendments thereto. NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto, each intending to be legally bound, hereby agree as follows: I. Amendments. 1. Joinder of LPO. LPO does hereby expressly acknowledge and agree that (i) it (A) has been given a copy of the Initial Group Filing Agreement, (B) has had ample opportunity to review, and is thoroughly familiar with, the terms and provisions thereof, and (C) understands the covenants and obligations of the Reporting Persons thereunder and (ii) as the transferee of certain shares of common stock of the Corporation that are the subject of the terms and conditions of the Shareholders Agreement, it may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder that is comprised of the shareholders signatory to the Shareholders Agreement and any other indirect beneficial owners of the shares subject thereto and is therefore fully bound by all of the terms and conditions of the Initial Group Filing Agreement, including, without limitation, (A) the agreement under Section 2 thereof to join in the joint filing of (x) an Amendment No. 1 to the Initial Statement to disclose, among other things, LPO's beneficial ownership of shares of common stock of the Corporation and its status as a Reporting Person and (y) any and all such other amendments to such Initial Statement as may be required under applicable law, (B) the constitution and appointment under Section 3 thereof of each of Edwin T. Markham and Marybeth Riordan, acting singly, as its true and lawful attorney-in-fact, with full power of substitution and revocation, to prepare, execute and file on behalf of LPO, as a member of the Group, the aforementioned Amendment No. 1 to Initial 4 Statement and any and all subsequent Amendments thereto and (C) the covenants contained in Section 5 thereof with respect to the provision and review of information and documentation required to be disclosed in such Amendment No. 1 to Initial Statement and any and all subsequent Amendments thereto and notification of any material changes with respect thereto. 2. Release of Parties. In accordance with the provisions of Section 6 of the Initial Group Filing Agreement, effective upon the filing with the Commission of an amendment to the Initial Statement disclosing in Item 5(e) thereof the effective date that each of Pronor, Prosperity, PRD and N78 ceased to the beneficial owner of any shares of common stock of the Corporation, and therefore a member of the Group, the terms and conditions of the Initial Group Filing Agreement shall terminate with respect to each of Pronor, Prosperity, PRD and N78 and each such Initial Reporting Person shall be deemed released from the provisions thereof. 3. Definitions. As of the date hereof, the defined terms "Shareholders" and "Indirect Beneficial Owners", as used in the Initial Group Filing Agreement shall include and exclude, as the case may be, the following persons: (i) the term "Shareholders" shall include Somerset, SCP, Oliver, USRE, Mullen, EER, GCT, LPO and Norex Drilling and shall not include Pronor; and the term "Indirect Beneficial Owner" shall include O'Neill, Webster, Ziegler, NXA, Siem and Capstick and shall not include PRD, N78 or Prosperity. II. General. 1. Capitalized Terms. All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Initial Group Filing Agreement. 2. Confirmation of Initial Group Filing Agreement. Except to the extent expressly modified by the amendments set forth above in Article I of this Amendment, the Initial Group Filing Agreement shall remain in full force and effect in accordance with its terms. By 5 way of example and not limitation, each of the undersigned Reporting Persons expressly consents to the preparation, execution and group filing of the Amendment No. 1 to Initial Statement and confirms his or its constitution and appointment of each of Edwin T. Markham and Marybeth Riordan, acting singly, as his or its true and lawful attorney-in-fact, with full power of substitution and revocation, to prepare, execute and file on behalf of the undersigned, as a member of the Group, the Amendment No. 1 to the Initial Statement and any and all subsequent Amendments thereto. 3. Counterparts. This Amendment may be executed in two or more counterparts, all of which taken together shall constitute one and the same instrument. 6 IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date and year first above written. SOMERSET GROUP: 254 Franklin Street SOMERSET DRILLING ASSOCIATES, L.L.C. Buffalo, New York 14202 By: Somerset Capital Partners, its Telephone No.: (716) 842-0711 Managing Member Telefax No.: (716) 842-2514 By:/s/ WILLIAM R. ZIEGLER William R. Ziegler, Partner 254 Franklin Street SOMERSET CAPITAL PARTNERS Buffalo, New York 14202 Telephone No.: (716) 842-0711 Telefax No.: (716) 842-2514 By: /s/ WILLIAM R. ZIEGLER William R. Ziegler, Partner 254 Franklin Street /s/ THOMAS H. O'NEILL, JR. Buffalo, New York 14202 Thomas H. O'Neill, Jr., Individually Telephone No.: (716) 842-0711 Telefax No.: (716) 842-2514 1900 West Loop South, Suite 1800 /s/ STEVEN A. WEBSTER Houston, Texas 77027 Steven A. Webster, Individually Telephone No.: (713) 623-8984 Telefax No.: (713) 623-8103 666 Third Avenue, 9th Floor /s/ WILLIAM R. ZIEGLER New York, New York 10017 William R. Ziegler, Individually Telephone No.: (212) 551-9860 Telefax No.: (212) 682-9112 7 MULLEN/OLIVER GROUP: 6601 S.W. 29th Street U.S. RIG AND EQUIPMENT, INC. Oklahoma City, OK 73179 Telephone No.: (405) 745-4137 Telefax No.: (405) 745-4557 By:/s/ ROY T. OLIVER, JR. Name: Roy T. Oliver, Jr. Title: President 8411 Preston Road MIKE MULLEN ENERGY EQUIPMENT Suite 730, LB2 RESOURCE, INC. Dallas, TX 75225 Telephone No.: (214) 692-6690 Telefax No.: (214) 692-6101 By:/s/ MIKE L. MULLEN Name: Mike L. Mullen Title: President 8411 Preston Road GCT INVESTMENTS, INC. Suite 730, LB2 Dallas, TX 75225 Telephone No.: (214) 692-6690 By:/s/ MIKE L. MULLEN Telefax No.: (214) 692-6101 Name: Mike L. Mullen Title: President 8411 Preston Road LA PATAGONIA OFFSHORE INC. Suite 730, LB2 Dallas, TX 75225 Telephone No.: (214) 692-6690 By:/s/ MIKE L. MULLEN Telefax No.: (214) 692-6101 Name: Mike L. Mullen Title: President c/o U.S. Rig and Equipment, Inc. /s/ ROY T. OLIVER, JR. 6601 S.W. 29th Street Roy T. Oliver, Jr., Individually Oklahoma City, OK 73179 Telephone No.: (405) 745-4137 Telefax No.: (405) 745-4557 8 c/o Mike Mullen Energy Equipment /s/ MIKE L. MULLEN Resource, Inc. Mike L. Mullen, Individually 8411 Preston Road Suite 730, LB2 Dallas, TX 75225 Telephone No.: (214) 692-6690 Telefax No.: (214) 692-6101 9 DRILLING GROUP: Cedar House NOREX DRILLING LTD. 41 Cedar Avenue Hamilton, HM-12, Bermuda Telephone No.: +1 441 283 2058 By:/s/ FRANK CAPSTICK Telefax No.: +1 441 283 3231 Name: Frank Capstick Title: President Cedar House NOREX INDUSTRIES INC. 41 Cedar Avenue Hamilton, HM-12, Bermuda Telephone No.: +1 441 283 2058 By:/s/ FRANK CAPSTICK Telefax No.: +1 441 283 3231 Name: Frank Capstick Title: President c/o Norex Offshore Holdings AS /s/ KRISTIAN SIEM Jerpefaret 12, Oslo, Norway Kristian Siem, Individually Telephone No.: Telefax No.: Cedar House /s/ FRANK CAPSTICK 41 Cedar Avenue Frank Capstick, Individually Hamilton, HM-12, Bermuda Telephone No.: +1 441 283 2058 Telefax No.: +1 441 283 3231 10 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. SOMERSET GROUP: Dated: February 28, 1997 SOMERSET DRILLING ASSOCIATES, L.L.C. By:Somerset Capital Partners, its Managing Member By:/s/ WILLIAM R. ZIEGLER William R. Ziegler, Partner Dated: February 28, 1997 SOMERSET CAPITAL PARTNERS By:/s/ WILLIAM R. ZIEGLER William R. Ziegler, Partner Dated: February 28, 1997 /s/ THOMAS H. O'NEILL, JR. Thomas H. O'Neill, Jr., Individually Dated: February 28, 1997 /s/ STEVEN A. WEBSTER Steven A. Webster, Individually Dated: February 28, 1997 /s/ WILLIAM R. ZIEGLER William R. Ziegler, Individually -15- MULLEN/OLIVER GROUP: Dated: February 28, 1997 U.S. RIG AND EQUIPMENT, INC. By:/s/ ROY T. OLIVER, JR. Name: Roy T. Oliver, Jr. Title: President Dated: February 28, 1997 MIKE MULLEN ENERGY EQUIPMENT RESOURCE, INC. By:/s/ MIKE L. MULLEN Name: Mike L. Mullen Title: President Dated: February 28, 1997 GCT INVESTMENTS, INC. By:/s/ MIKE L. MULLEN Name: Mike L. Mullen Title: President Dated: February 28, 1997 LA PATAGONIA OFFSHORE, INC. By:/s/ MIKE L. MULLEN Name: Mike L. Mullen Title: President Dated: February 28, 1997 /s/ ROY T. OLIVER, JR. Roy T. Oliver, Jr., Individually Dated: February 28, 1997 /s/ MIKE L. MULLEN Mike L. Mullen, Individually -16- EX-99 3 EXHIBIT II EXHIBIT II ACKNOWLEDGMENT AND AGREEMENT The undersigned wishes to receive from PRD Rig Partnership 1995, Ltd., and EER National 78 Partnership, Ltd., each a Texas limited partnership ("Transferors") certain shares (the "Shares") of the Common Stock, par value $.10 per share, of DI INDUSTRIES, INC., a Texas corporation (the "Corporation"); The Shares are subject to that certain Shareholders' Agreement, dated as of May 7, 1996, and amended as of June 11, 1996 (the "Agreement"); The undersigned has been given a copy of the Agreement and afforded ample opportunity in which to read it, and the undersigned is thoroughly familiar with its terms; Pursuant to Section 16 of the Agreement, the Corporation is prohibited from issuing certificates evidencing ownership of the Shares to certain persons unless and until such persons first acknowledge the terms thereof and agree to be bound thereby; and The undersigned wishes to receive such a certificate; NOW, THEREFORE, in consideration of the premises and to induce the Corporation to issue such a certificate to the undersigned, the undersigned does hereby acknowledge and agree that (i) the undersigned has been given a copy of the Agreement and ample opportunity in which to read it, and the undersigned is thoroughly familiar with its terms, (ii) the Shares are subject to the Agreement, and (iii) the undersigned does hereby agree fully to be bound thereby. Effective as of the 17th day of October, 1996. LA PATAGONIA OFFSHORE, INC. By: /s/ MIKE L. MULLEN Mike L. Mullen, President -----END PRIVACY-ENHANCED MESSAGE-----