-----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, BVbIR//9WFhNz++29sIrxRQZ1gIwl3NqvOdUPmOI0dYSwjUZuY+SVOjuYdYjOiUc fl66mktTolcghlUDLzWGCw== 0000950134-98-000147.txt : 19980112 0000950134-98-000147.hdr.sgml : 19980112 ACCESSION NUMBER: 0000950134-98-000147 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980109 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREY WOLF 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 SEC ACT: SEC FILE NUMBER: 005-33055 FILM NUMBER: 98503618 BUSINESS ADDRESS: STREET 1: 10370 RICHMOND AVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042-4136 BUSINESS PHONE: 7138740202 MAIL ADDRESS: STREET 1: 10370 RICHMOND AVENUE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042-4136 FORMER COMPANY: FORMER CONFORMED NAME: DI INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DRILLERS INC DATE OF NAME CHANGE: 19870519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLIVER ROY T JR CENTRAL INDEX KEY: 0001051901 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6601 SW 29TH STREET CITY: OKLAHOMA CITY STATE: OK ZIP: 73179 BUSINESS PHONE: 4057454137 MAIL ADDRESS: STREET 1: 6601 SW 29TH STREET CITY: OKLAHOMA CITY STATE: OK ZIP: 73179 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ------ GREY WOLF, INC. ---------------- (NAME OF ISSUER) Common Stock ------------ (TITLE OF CLASS OF SECURITIES) 232909-10-1 ------------- (CUSIP NUMBER) Steven D. Davidson, Esq., 750 N. St. Paul, Suite 2000, Dallas, TX 75201-3286 Telephone: 214-922-9221 ---------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) November 4, 1997 ------------------------------------------------------- (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. *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 in 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 ("Act") 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). 2 SCHEDULE 13D CUSIP NO. 232909-10-1 ------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA NUMBER OF 7. SOLE VOTING POWER SHARES 11,440,614 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 11,440,614 PERSON WITH 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,440,614 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0 14. TYPE OF REPORTING PERSON* IN
3 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 INTRODUCTION The reporting person named in Item 2 below was formerly a member of a group which jointly filed a Schedule 13D on September 9, 1996, as amended by an Amendment No. 1 to Schedule 13D filed on March 4, 1997, and as further amended by an Amendment No. 2 to Schedule 13D filed on October 31, 1997 (collectively, the "Group Filings"). The reporting person is filing this Schedule 13D to reflect his individual holdings after dissolution of the group (as disclosed in Amendment No. 2 of the Group Filings). ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $0.10 par value per share (the "Common Stock"), of Grey Wolf, Inc., a Texas corporation (the "Company"). The address of the principal executive offices of the Company is 10370 Richmond Avenue, Suite 600, Houston, Texas 77042. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is filed on behalf of Roy T. Oliver, Jr., a natural person whose business address is 6601 S.W. 29th Street, Oklahoma City, Oklahoma 73179. The present principal occupation or employment of Mr. Oliver is as the Chairman, President and Chief Executive Officer of U.S. Rig & Equipment, Inc., a worldwide supplier of drilling equipment whose business address is 6601 S.W. 29th Street, Oklahoma City, Oklahoma 73179. Mr. Oliver is a citizen of the United States of America. Mr. Oliver has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Oliver has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The method of acquisition of shares of the Common Stock by Mr. Oliver (including the source and amount of the consideration used in acquiring such shares, a description of the transaction and the names of the parties thereto) is as set forth in Item 3 of the Group Filings. Schedule 13D of Roy T. Oliver, Jr. Page 3 - ---------------------------------- 4 ITEM 4. PURPOSE OF TRANSACTION As described in the Group Filings, Mr. Oliver acquired shares of the Common Stock for investment purposes and with a view towards influencing management of the Company. Mr. Oliver has no present plans or proposals to acquire or dispose of additional securities of the Company. However, Mr. Oliver may acquire or dispose of shares of the Common Stock in the future in either open market or private transactions subject to his ongoing evaluation of the Company's prospects and financial condition, the market for the Common Stock, prospects for his primary business and other opportunities available to him, general economic conditions, money and stock market conditions and other future developments. Mr. Oliver has no other present plans or proposals which relate to or would result in any of the actions or events specified in clauses (a) through (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Mr. Oliver may be deemed to beneficially own 11,440,614 shares of the Common Stock, representing 7.0% of the outstanding Common Stock. Such amount includes 75,000 shares of the Common Stock which may be acquired by Mr. Oliver pursuant to stock options exercisable within 60 days of the date hereof, but does not include shares of the Common Stock which may be acquired by Mr. Oliver pursuant to warrants the exercise of which are contingent upon the occurrence of future events not within the control of Mr. Oliver. In addition, Mr. Oliver disclaims beneficial ownership of the following shares of the Common Stock included in such amount: (i) 2,027,002 shares owned of record by U.S. Rig & Equipment, Inc. ("USRE"), an Oklahoma corporation owned and controlled by Mr. Oliver, and (ii) 27,876 shares held as custodian for his minor children. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Mr. Oliver (a) has the sole power to vote (and to direct the vote of) and the sole power to dispose of (and to direct the disposition of) the 9,310,736 shares of the Common Stock held in his name, and (b) may be deemed to have the sole power to vote (and to direct the vote of) and the sole power to dispose of (and to direct the disposition of) the 2,027,002 shares of the Common Stock held of record by USRE and the 27,876 shares held as custodian for his minor children. In connection with a public offering of the Common Stock by the Company, on November 3, 1997, Mr. Oliver sold 2,780,000 shares of the Common Stock and USRE sold 633,000 shares of the Common Stock at a price of $8.00 per share. Such transaction was effected pursuant to the Underwriting Agreement contained in Registration Statement No. 333-36593 on Form S-3 filed by the Company and declared effective by the Securities and Exchange Commission. Schedule 13D of Roy T. Oliver, Jr. Page 4 - ---------------------------------- 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with the public offering of Common Stock of the Company referenced in Item 5 above, Mr. Oliver and USRE executed a Lock-Up Agreement dated October 14, 1997, pursuant to which they agreed not to sell any shares of the Common Stock for a period of 120 days following commencement of the public offering. Except as described in the Group Filings, Mr. Oliver is not a party to any other contracts, arrangements, understandings or relationships with respect to the securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The exhibits filed with the Group Filings are incorporated herein by reference. The following exhibit is attached hereto: (1) Form of Lock-Up Agreement dated October 14, 1997, executed by Roy T. Oliver, Jr., and U.S. Rig & Equipment, Inc. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 22, 1997 /s/ ROY T. OLIVER, JR. ------------------------------ Roy T. Oliver, Jr. Schedule 13D of Roy T. Oliver, Jr. Page 5 - ---------------------------------- 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- (1) Form of Lock-Up Agreement dated October 14, 1997, executed by Roy T. Oliver, Jr., and U.S. Rig & Equipment, Inc.
EX-99.1 2 LOCK-UP AGREEMENT EXECUTED BY ROY T. OLIVER, JR. 1 GREY WOLF, INC. PUBLIC OFFERING OF COMMON STOCK LOCK-UP AGREEMENT October 14, 1997 Credit Suisse First Boston Corporation BT Alex. Brown Securities Corporation Donaldson, Lufkin & Jenrette Securities Corporation Howard, Weil, Labouisse, Friedrichs Incorporated Johnson Rice & Company L.L.C. As Representatives of the Several Underwriters c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Ladies and Gentlemen: The undersigned understands that Credit Suisse First Boston Corporation ("CSFBC"), BT Alex. Brown Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Howard, Weil, Labouisse, Friedrichs Incorporated, and Johnson Rice and Company L.L.C. as representatives (the "Representatives") of the several underwriters (together, the "Underwriters"), propose to enter into an Underwriting Agreement with Grey Wolf, Inc. (the "Company"), providing for the public offering by the Underwriters, including the Representatives, of Common Stock, par value $0.10 per share (the "Common Stock"), of the Company (the "Offering"). In consideration of the Underwriters' agreement to purchase and undertake the Offering of the Company's Common Stock and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned agrees not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such Common Stock, or in any manner, transfer all or a portion of the economic consequences associated with the ownership of the Common Stock, without the prior written consent of CSFBC, for 120 days after the commencement of the Offering, other than the transfer by the undersigned of any Common Stock to any member of the undersigned's immediate family or to a revocable trust for the benefit of the undersigned or any member of the undersigned's immediate family, provided that any such transferee agrees to be bound by such conditions, and other than the surrender of any Common Stock or option exercisable for Common Stock as complete or partial payment by such person for shares of Common Stock to be acquired upon exercise of such option granted to such person. In addition, the undersigned agrees that the Company may, and that the undersigned will, except as to transfers permitted pursuant to the preceding paragraph, (i) with respect to any shares of Common Stock for which the undersigned is the record holder, cause the transfer agent for the Common Stock to note stop transfer instructions with respect to such shares of Common Stock on the transfer books and records of the Company and (ii) with respect to any shares of Common Stock for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such shares of Common Stock to cause the transfer agent for the Common Stock to note stop transfer instructions with respect to such shares of Common Stock on the transfer books and records of the Company. Page 1 of 2 2 Nothing in this agreement shall prohibit the undersigned from acquiring shares of Common Stock pursuant to the exercise of presently outstanding employee or director options granted by the Company and held by the undersigned or by transferees of the undersigned. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement, and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, ----------------------------------------------- - ----------------------------------------------- (Name - Please Type) - ----------------------------------------------- - ----------------------------------------------- - ----------------------------------------------- (Address) - ----------------------------------------------- (Social Security or Taxpayer Identification No.) Number of shares owned or subject to Certificate numbers: warrants, options or convertible securities: - ----------------------------- ----------------------------- - ----------------------------- ----------------------------- - ----------------------------- ----------------------------- Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----