-----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, T63Tbh3IEyeHmGAuPSmuIu+0j78YlUK2BSG7QBY5twvhTfr9KiWv+CoTJgy/2r88 c3sJSwedXdOqjNz/3u0nAQ== 0000950129-01-500909.txt : 20010521 0000950129-01-500909.hdr.sgml : 20010521 ACCESSION NUMBER: 0000950129-01-500909 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010518 GROUP MEMBERS: MARK S SIEGEL GROUP MEMBERS: REMY CAPITAL PARTNERS III L P GROUP MEMBERS: REMY CAPITAL PARTNERS III LP GROUP MEMBERS: REMY INVESTORS & CONSULTANTS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PATTERSON UTI ENERGY INC CENTRAL INDEX KEY: 0000889900 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 752504748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44095 FILM NUMBER: 1643825 BUSINESS ADDRESS: STREET 1: 4510 LAMESA HWY STREET 2: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79549 BUSINESS PHONE: 9155731104 MAIL ADDRESS: STREET 1: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79550 FORMER COMPANY: FORMER CONFORMED NAME: PATTERSON ENERGY INC DATE OF NAME CHANGE: 19940228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REMY CAPITAL PARTNERS III L P CENTRAL INDEX KEY: 0000920661 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954468400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK E STE 1111 CITY: LOS ANGELES STATE: CA ZIP: 90067-2313 BUSINESS PHONE: 3108430050 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST STREET 2: SUITE 1111 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D 1 h87184sc13d.txt REMY CAPITAL PARTNERS III F/PATTERSON-UTI ENERGY 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES ACT OF 1934 (AMENDMENT NO. __)(1) PATTERSON-UTI ENERGY, INC. ................................................................................ (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ................................................................................ (Title of Class of Securities) 703481 10 1 ................................................................................ (CUSIP Number) MARK S. SIEGEL C/O REMY CAPITAL PARTNERS III, L. P. 1801 CENTURY PARK EAST, SUITE 1111, LOS ANGELES, CALIFORNIA 90067 (310) 843-0050 ................................................................................ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 8, 2001 ................................................................................ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - -------------------- (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 the 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). Page 1 of 12 2 - ---------------------------- ---------------------------- CUSIP NO. 703481 10 1 13 D Page 2 of 12 Pages - ---------------------------- ----------------------------
- ----------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) REMY CAPITAL PARTNERS III, L. P. - ----------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ----------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO* - ----------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A [ ] - ----------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 4,729,524 BENEFICIALLY OWNED ----------------------------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH ----------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,729,524 - ----------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,729,524 - ----------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - ----------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - ----------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -----------------------------------------------------------------------------------------------
*See Item 3 herein. Page 2 of 12 3 - ---------------------------- ---------------------------- CUSIP NO. 703481 10 1 13 D Page 3 of 12 Pages - ---------------------------- ----------------------------
- ----------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) REMY INVESTORS AND CONSULTANTS, INCORPORATED - ----------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ----------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO* - ----------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A [ ] - ----------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - ----------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 4,729,524 BENEFICIALLY OWNED ----------------------------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH ----------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,729,524 - ----------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,729,524 - ----------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - ----------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - ----------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -----------------------------------------------------------------------------------------------
*See Item 3 herein. Page 3 of 12 4 - ---------------------------- ---------------------------- CUSIP NO. 703481 10 1 13 D Page 4 of 12 Pages - ---------------------------- ----------------------------
- ----------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MARK S. SIEGEL - ----------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - ----------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO* - ----------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) N/A [ ] - ----------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ----------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,280,000 ----------------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 4,729,524 BENEFICIALLY OWNED ----------------------------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,280,000 WITH ----------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,729,524 - ----------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,009,524 - ----------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - ----------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - ----------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -----------------------------------------------------------------------------------------------
*See Item 3 herein. Page 4 of 12 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates to shares of the common stock, par value $0.01 per share (the "Common Stock"), of Patterson-UTI Energy, Inc. (the "Issuer"). This Statement is being filed by the Reporting Persons (as defined herein) to report a transaction by virtue of which the Reporting Persons may be deemed to be the beneficial owners of more than 5% of the outstanding shares of the Issuer's Common Stock. The address of the principal executive offices of the Issuer is 4510 Lamesa Highway, P.O. Box 1416, Snyder, Texas 79950. ITEM 2. IDENTITY AND BACKGROUND (a) NAME OF PERSON FILING This Statement is filed by (i) Remy Capital Partners III, L.P., a Delaware limited partnership ("Remy Capital"), (ii) Remy Investors and Consultants, Incorporated, a California corporation ("Remy Investors"), and (iii) Mark S. Siegel, an individual. Remy Investors is the General Partner of Remy Capital. Mark S. Siegel is the President and sole shareholder of Remy Investors. Remy Capital, Remy Investors and Mark S. Siegel are hereinafter collectively referred to as the "Reporting Persons". (b) ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE Remy Capital: 1801 Century Park East, Suite 1111 Los Angeles, California 90067 Remy Investors: 1801 Century Park East, Suite 1111 Los Angeles, California 90067 Mark S. Siegel: 1801 Century Park East, Suite 1111 Los Angeles, California 90067 (c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, BUSINESS Remy Capital: Private Investment Partnership Remy Investors: Investment Advisor Mark S. Siegel: Investment Advisor (d) CRIMINAL CONVICTION During the last five years, none of Remy Capital, Remy Investors or Mark S. Siegel has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Page 5 of 12 6 (e) CIVIL PROCEEDING REGARDING SECURITIES LAWS During the last five years, none of Remy Capital, Remy Investors or Mark S. Siegel 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 further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) CITIZENSHIP Mark S. Siegel is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION UTI Energy Corp., a Delaware corporation ("UTI"), and Patterson Energy, Inc., a Delaware corporation ("Patterson"), entered into an Agreement and Plan of Merger dated as of February 4, 2001 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of UTI common stock, par value $0.001 per share (the "UTI Common Stock"), issued and outstanding immediately prior to the effective time (the "Effective Time") of the merger (the "Merger") would be converted into 1.0 share of validly issued, fully paid and nonassessable share of common stock of the surviving corporation, and each option to purchase shares of UTI Common Stock which was outstanding immediately prior to the Effective Time would represent an option to purchase the same number of shares of common stock of the surviving corporation. Immediately prior to the Effective Time, Remy Capital and Remy Investors may be deemed to have been the beneficial owners of 4,729,524 shares of UTI Common Stock and Mark S. Siegel may be deemed to have been the beneficial owner of 5,790,857 shares of UTI Common Stock, including options to purchase shares of UTI Common Stock exercisable within 60 days thereof. At the Effective Time, each share of UTI Common Stock owned by the Reporting Persons was converted into one share of the Issuer's Common Stock, and all options held by Mark S. Siegel to purchase shares of UTI Common Stock fully vested. The shares of the Issuer's Common Stock beneficially owned by the Reporting Persons as of the date of this Statement were acquired by virtue of the conversion at the Effective Time of their UTI Common Stock and options to purchase UTI Common Stock into beneficially owned shares of Issuer Common Stock. ITEM 4. PURPOSE OF TRANSACTION The UTI Common Stock and options to purchase UTI Common Stock were acquired for investment purposes, and as set forth in Item 3 above, became beneficially owned shares of the Issuer's Common Stock at the Effective Time. Depending upon each Reporting Person's continuing evaluation of the Issuer's business and prospects, alternative investment opportunities and any other factors that Reporting Person deems relevant, that Reporting Person may, from time to time, purchase additional shares on the open market or in privately negotiated transactions or otherwise. Each Reporting Person has no present intention of selling any shares, but reserves the right to do so, in whole or in part, at any time, in open market transactions, privately negotiated transactions or otherwise subject to existing restrictions as set forth in Item 6 below. Page 6 of 12 7 (a) THE ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE ISSUER, OR THE DISPOSITION OF SECURITIES OF THE ISSUER; Each Reporting Person has no present intention, plan, or proposal with respect to this paragraph. (b) AN EXTRAORDINARY CORPORATE TRANSACTION, SUCH AS A MERGER, REORGANIZATION OF LIQUIDATION, INVOLVING THE ISSUER OR OF ANY OF ITS SUBSIDIARIES; Each Reporting Person has no present intention, plan, or proposal with respect to this paragraph. (c) A SALE OR TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE ISSUER OR ANY OF ITS SUBSIDIARIES; Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. (d) ANY CHANGE IN THE PRESENT BOARD OF DIRECTORS OR MANAGEMENT OF THE ISSUER, INCLUDING ANY PLANS OR PROPOSALS TO CHANGE THE NUMBER OR TERM OF DIRECTORS OR TO FILL ANY EXISTING VACANCIES ON THE BOARD; Each Reporting Person has no present intention, plan or proposal with respect to this paragraph, except that after the Effective Time on May 8, 2001, Mark S. Siegel was elected as Chairman of the Board of Directors of the Issuer. (e) ANY MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND POLICY OF THE ISSUER; Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. (f) ANY OTHER MATERIAL CHANGE IN THE ISSUER'S BUSINESS OR CORPORATE STRUCTURE, INCLUDING BUT NOT LIMITED TO, IF THE ISSUER IS A REGISTERED CLOSED-END INVESTMENT COMPANY, ANY PLANS OR PROPOSALS TO MAKE ANY CHANGES IN THE INVESTMENT POLICY FOR WHICH A VOTE IS REQUIRED BY SECTION 13 OF THE INVESTMENT COMPANY ACT OF 1940; Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. (g) CHANGES IN THE ISSUER'S CHARTER, BYLAWS OR INSTRUMENTS CORRESPONDING THERETO OR OTHER ACTIONS WHICH MAY IMPEDE THE ACQUISITION OF CONTROL OF THE ISSUER BY ANY PERSON; Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. Page 7 of 12 8 (h) CAUSING A CLASS OF SECURITIES OF THE ISSUER TO BE DELISTED FROM A NATIONAL SECURITIES EXCHANGE OR TO CEASE TO BE AUTHORIZED TO BE QUOTED IN AN INTER-DEALER QUOTATION SYSTEM OF A REGISTERED NATIONAL SECURITIES ASSOCIATION; Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. (i) A CLASS OF EQUITY SECURITIES OF THE ISSUER BECOMING ELIGIBLE FOR TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(g)(4) OF THE ACT; Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. (j) ANY ACTION SIMILAR TO ANY OF THOSE ENUMERATED ABOVE. Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) AMOUNT OF SHARES OWNED Remy Capital beneficially owns 4,729,524 shares of the Issuer's Common Stock of the Issuer (approximately 6.2% of the Issuer's outstanding shares). Remy Investors is deemed to be the beneficial owner of all shares beneficially owned by Remy Capital. Mark S. Siegel is the sole shareholder of Remy Investors and is deemed to be the beneficial owner of all shares beneficially owned by Remy Investors. In addition, Mr. Siegel owns presently exercisable options to purchase 1,280,000 shares of the Issuer's Common Stock and, accordingly, is deemed to be the beneficial owner of an aggregate of 6,009,524 shares of the Issuer's Common Stock (approximately 7.8% of the Issuer's outstanding shares). (b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR DIRECT THE VOTE Remy Capital: 0 Remy Investors: 0 Mark S. Siegel: 1,280,000 (ii) SHARED POWER TO VOTE OR DIRECT THE VOTE Remy Capital: 4,729,524 Remy Investors: 4,729,524 Mark S. Siegel: 4,729,524 (iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF: Remy Capital: 0 Page 8 of 12 9 Remy Investors: 0 Mark S. Siegel: 1,280,000 (iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF: Remy Capital: 4,729,524 Remy Investors: 4,729,524 Mark S. Siegel: 4,729,524 (c) TRANSACTIONS IN THE REPORTED CLASS OF SECURITIES After the Effective Time on May 8, 2001, the Board of Directors of the Issuer granted Mark S. Siegel an option to purchase 200,000 shares of the Issuer's Common Stock at $29.34 per share. (d) - (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER Pursuant to a stock purchase agreement dated March 14, 1995, between Bear, Stearns & Co. Inc. ("Bear Stearns") and Remy Capital, Bear Stearns assigned to Remy Capital all of its rights and interest in a registration rights agreement between Bear Stearns and UTI. The Issuer has expressly assumed all of UTI's rights and obligations under the registration rights agreement. The registration rights agreement to Remy Capital grants rights to require the Issuer to register shares of the Issuer's Common Stock held by Remy Capital for sale under the Securities Act of 1933 (the "Securities Act") and on an unlimited basis to register such shares for sale under the Securities Act by including such shares in any registration statement proposed to be filed by the Issuer with the Securities and Exchange Commission. The registration rights agreement also provides that in connection with any such registration, the Issuer will indemnify Remy Capital against, and provide contribution with respect to, certain liabilities, including liabilities incurred under the Securities Act. The foregoing description of the registration rights agreement is a summary and is qualified in its entirety by reference to such agreement filed as Exhibit 3 hereto which is incorporated herein by reference. Mark S. Siegel, Chairman of the Board of the Issuer, is President and sole stockholder of Remy Investors, which is the general partner of Remy Capital. Each of the Reporting Persons has delivered a letter to UTI and Patterson in which that Reporting Person acknowledges that it has been advised it may be an affiliate of UTI as such term is defined in Rule 145 of the Securities Act (an "Affiliate Letter") and that it is subject to certain restrictions on the sale, transfer or other disposition of the Issuer's Common Stock. The foregoing description of each Affiliate Letter is a summary and is qualified in its entirety by reference to such agreements filed as Exhibit 8, Exhibit 9 and Exhibit 10 hereto, each of which is incorporated herein by reference. Page 9 of 12 10 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits to this Schedule 13D are filed herewith or are incorporated by reference as indicated: (1)* Joint Acquisition Statement. (2) Agreement and Plan of Merger dated as of February 4, 2001 between Patterson Energy, Inc. and UTI Energy Corp. (incorporated by reference to Exhibit 10.1 to Patterson's Current Report on Form 8-K, dated February 4, 2001, filed with the Securities and Exchange Commission on February 16, 2001). (3)* Registration Rights Agreement dated March 25, 1994 between Bear Stearns and UTI Energy Corp., assigned on March 14, 1995 to Remy Capital. (4) Form of Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant to Mr. Siegel of options to purchase 165,000 shares at $8.125 per share effective February 13, 1997, and (ii) the grant to Mr. Siegel of options to purchase 135,000 shares at $20.00 per share effective July 27, 1997 (incorporated by reference to Exhibit 4 to Schedule 13D filed by the Reporting Persons, dated August 20, 1997 and filed with the Securities and Exchange commission on August 26, 1997). (5) Form of Amended and Restated Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant on August 12, 1998 to Mr. Siegel of repriced options to purchase 135,000 shares at $9.875 per share effective July 27, 1997 (incorporated by reference to Exhibit 7 to Schedule 13D filed by the Reporting Persons, dated and filed December 28, 2000 with the Securities and Exchange Commission). (6) Form of Amended and Restated Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant on August 12, 1998 to Mr. Siegel of repriced options to purchase 250,000 shares at $9.875 per share effective November 20, 1997 (incorporated by reference to Exhibit 8 to Schedule 13D filed by the Reporting Persons, dated and filed December 28, 2000 with the Securities and Exchange Commission). (7) Form of Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant to Mr. Siegel of options to purchase 90,000 shares at $9.8125 per share effective April 26, 1999 (incorporated by reference to Exhibit 9 to Schedule 13D filed by the Reporting Persons, dated and filed December 28, 2000 with the Securities and Exchange Commission). (8)* Affiliate Letter of Remy Capital accepted by UTI and Patterson on March 13, 2001. (9)* Affiliate Letter of Remy Investors accepted by UTI and Patterson on March 13, 2001. Page 10 of 12 11 (10)* Affiliate Letter of Mark S. Siegel accepted by UTI and Patterson on March 13, 2001. - ------------------------ *Filed herewith. Page 11 of 12 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: May 18, 2001 /s/ Mark S. Siegel -------------------------------------------------- Mark S. Siegel REMY CAPITAL PARTNERS, III, L.P. By: Remy Investors and Consultants, Incorporated, its General Partner /s/ Mark S. Siegel ------------------------------------------- Mark S. Siegel President REMY INVESTORS AND CONSULTANTS, INCORPORATED By: /s/ Mark S. Siegel ------------------------------------------- Mark S. Siegel President Page 12 of 12 13 EXHIBIT INDEX Exhibit Description (1)* Joint Acquisition Statement. (2) Agreement and Plan of Merger dated as of February 4, 2001 between Patterson Energy, Inc. and UTI Energy Corp. (incorporated by reference to Exhibit 10.1 to Patterson's Current Report on Form 8-K, dated February 4, 2001, filed with the Securities and Exchange Commission on February 16, 2001). (3)* Registration Rights Agreement dated March 25, 1994 between Bear Stearns and UTI Energy Corp., assigned on March 14, 1995 to Remy Capital. (4) Form of Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant to Mr. Siegel of options to purchase 165,000 shares at $8.125 per share effective February 13, 1997, and (ii) the grant to Mr. Siegel of options to purchase 135,000 shares at $20.00 per share effective July 27, 1997 (incorporated by reference to Exhibit 4 to Schedule 13D filed by the Reporting Persons, dated August 20, 1997 and filed with the Securities and Exchange commission on August 26, 1997). (5) Form of Amended and Restated Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant on August 12, 1998 to Mr. Siegel of repriced options to purchase 135,000 shares at $9.875 per share effective July 27, 1997 (incorporated by reference to Exhibit 7 to Schedule 13D filed by the Reporting Persons, dated and filed December 28, 2000 with the Securities and Exchange Commission). (6) Form of Amended and Restated Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant on August 12, 1998 to Mr. Siegel of repriced options to purchase 250,000 shares at $9.875 per share effective November 20, 1997 (incorporated by reference to Exhibit 8 to Schedule 13D filed by the Reporting Persons, dated and filed December 28, 2000 with the Securities and Exchange Commission). (7) Form of Stock Option Agreement between UTI Energy Corp. and Mark S. Siegel, relating to the grant to Mr. Siegel of options to purchase 90,000 shares at $9.8125 per share effective April 26, 1999 (incorporated by reference to Exhibit 9 to Schedule 13D filed by the Reporting Persons, dated and filed December 28, 2000 with the Securities and Exchange Commission). (8)* Affiliate Letter of Remy Capital accepted by UTI and Patterson on March 13, 2001. (9)* Affiliate Letter of Remy Investors accepted by UTI and Patterson on March 13, 2001. 14 (10)* Affiliate Letter of Mark S. Siegel accepted by UTI and Patterson on March 13, 2001. - ------------------------ *Filed herewith. EX-99.1 2 h87184ex99-1.txt JOINT ACQUISITION STATEMENT 1 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate. Dated: May 18, 2001 /s/ Mark S. Siegel -------------------------------------------------- Mark S. Siegel REMY CAPITAL PARTNERS, III, L.P. By: Remy Investors and Consultants, Incorporated, its General Partner /s/ Mark S. Siegel ------------------------------------------- Mark S. Siegel President REMY INVESTORS AND CONSULTANTS, INCORPORATED By: /s/ Mark S. Siegel ------------------------------------------- Mark S. Siegel President EX-99.3 3 h87184ex99-3.txt REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 3 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is dated March 25, 1994 by and between UTI ENERGY CORP., a Delaware corporation (the "Company") and BEAR, STEARNS & CO., Inc., a Delaware corporation ("Holder"). WITNESSETH: Holder is the record and beneficial owner of ____ shares (the "Shares") of the Company's common stock, par value $.001 per share (the "Common Stock"). Holder desires to obtain certain rights with respect to the registration of Shares under the Securities Act of 1933, as amended (the "Act") in order to facilitate the public sale and distribution of all or a part of such Shares, and the Company is willing to furnish such rights under and subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereby agree as follows: 1. REGISTRATION RIGHTS. (a) Registration of Common Stock by the Company. Until such time as the Holder no longer holds Shares that are entitled to be registered under this Agreement by virtue of subsection 1(h) hereof, whenever the Company shall propose to file a registration statement (other than on Form S-4, Form S-8 or any successor forms thereto) under the Act, or a similar document under any other statute then in effect corresponding to the Act relating to the public offering of shares of the Common Stock of the Company within the United States (a "Registration Statement"), the Company shall (i) give written notice at least thirty (30) days prior to the filing thereof to the Holder specifying the date on which the Company proposes to file such Registration Statement and advising the Holder of its right to have all or any portion of the Shares included therein, (ii) at the written request of the Holder given to the Company within fifteen (15) days after receipt of any such notice (which request shall specify the Shares intended to be sold or disposed of), include among the securities covered by such Registration Statement, the number of such Shares so requested to be included, and (iii) use its reasonable efforts to cause such Registration Statement to become effective and to remain effective for the period required to permit the public offering and sale by the Holder of the Shares covered thereby (but not for more than 180 days following the effective date thereof). However, if all or any part of the proposed registration is to be underwritten (whether on a "best efforts" or a "firm commitment" basis), the managing underwriter shall have the right to exclude Shares to the extent the inclusion of such Shares would, in the written opinion of such managing underwriter, adversely affect the successful distribution of the underwritten portion of the public offering, provided (a) during the time the Holder owns 25% or more of the issued and outstanding Common Stock of the Company, such exclusion applies on a proportional basis not only to the Shares but also to all other securities proposed to be included including those for which the Company initiated the registration and those proposed to be included by other shareholders of the Company who have the right to include securities of the Company in such registration, 2 and (b) during the time the Holder owns less than 25% of the issued and outstanding Common Stock of the Company such exclusion applies on a proportional basis not only to the Shares but also to all other securities proposed to be included other than those for which the Company initiated the registration. Any exclusion of Shares shall be made pro rata among the Holder, the Company, if applicable, and other affected shareholders. The Company shall not grant registration rights to any other person after the date of this Agreement and while the Holder shall remain entitled to registration rights pursuant to this Section 1(a). Holder acknowledges that the Company has previously granted certain registration rights in the Common Stock Purchase Warrant dated December 14, 1993 issued to UGI Corporation or its affiliates, and that such rights remain outstanding. (b) Registration of Shares at the Request of a Stockholder. Until such time as the Holder no longer holds Shares that are entitled to be registered under this Agreement by virtue of subsection 1(h) hereof, whenever the Company shall receive a written request of the Holder that the Company file a Registration Statement under the Act (which request shall state the number of Shares to be registered), the Company shall promptly (and in any event within 45 days), subject to the provisions contained in the next paragraph of this Section 1(b), (i) give written notice of such request to each other shareholder having registration rights, if any, of his right to have shares then held by such shareholder included among the securities covered by such registration and offering each such other shareholder an opportunity to request in Writing to have any or all of such shareholder's shares to be so included, (ii) promptly prepare and file such Registration Statement, and (iii) use its reasonable efforts to cause the same to become effective as soon as practicable and to remain effective for the period required to permit the public offering and sale of the Shares covered thereby (but not for more than 180 days following the effective date thereof). Whenever the Company shall file a Registration Statement pursuant to this Section 1(b) in connection with an underwritten public offering by the Holder, no securities other than Shares of Holder shall be included among the securities covered by such Registration Statement to the extent the inclusion of such other securities would, in the written opinion of the managing underwriter of such offering, adversely affect the successful distribution of Holder's Shares unless the Holder shall have consented in writing to the inclusion of such other securities. The managing underwriter, if any, of any offering pursuant to this Section 1(b) shall be selected by the Holder and shall be reasonably satisfactory to the Company (Bear, Stearns & Co., Inc. being deemed reasonably satisfactory). At such time as Holder no longer holds Ten Percent (10%) of the outstanding shares of Common Stock and thereafter, Holder agrees that upon receipt by the Company of a written request to file a Registration Statement pursuant to this Section 1(b), the Company shall have the right, exercisable within ten (10) days after receipt of such notice by the Company's giving notice to the Holder to suspend its obligation to file such Registration Statement for a period which shall commence on the date such notice is given and continue until the earlier to occur of (x) the expiration of 60 days, or (y) the date the Company next files with the Securities and Exchange Commission a quarterly report on Form 10-Q or an annual report on Form 10-K (the "Blockage Period"). The notice from the Company must state that the Company has determined that it is in its best interests to delay filing such Registration Statement during the Blockage Period. A 2 3 further request to file a Registration Statement pursuant to this Section 1(b) can be made for a period of 20 days after the termination of the Blockage Period, which request the Company may not suspend. If the Company receives any request pursuant to this Section 1(b) after the end of such 20 day period then the Company may again exercise its right to suspend its obligation pursuant to this Section 1(b) during the Blockage Period by giving the notice required by the next preceding sentence. The foregoing procedures shall be repeated successively until such time as the Company complies with its obligations under the first paragraph of this Section 1(b) or it is no longer obligated to comply therewith. The Holder further agrees that the Company shall be obligated to comply only three times with the provisions contained in this subsection 1(b). (c) Ancillary Company Action to be Taken in Connection with Any Registration. Whenever the Company shall include any Shares among the securities covered by a Registration Statement pursuant to Section 1(a) or file a Registration Statement pursuant to Section 1(b), the Company shall (i) comply with all applicable rules and regulations of the Securities and Exchange Commission in connection therewith, (ii) thereafter, for such period of time as shall be required in connection with the transactions contemplated thereby and permitted by applicable rules, regulations and administrative practice (but not for more than 180 days following the effective date of such Registration Statement), file such post-effective amendments and supplements thereto as shall be necessary so that neither such Registration Statement nor any related prospectus, prospectus supplement or amendment shall contain any material misstatement or omission relative to the Company or any of its assets or its business or affairs and so that such Registration Statement and prospectus, prospectus supplement or amendment will otherwise comply with all applicable legal requirements, (iii) furnish to the Holder such number of copies of such Registration Statement and any related preliminary prospectus, prospectus, post-effective amendment, supplement or similar document forming a part thereof as Holder may reasonably request) and (iv) take all action which may be necessary under the securities or Blue Sky laws of any state (except that the Company shall not be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction), and as may be reasonably requested by the Holder, to permit the public offering and sale of the Shares held by the Holder and covered by such Registration Statement. (d) Conditions Precedent to Registration. Anything in this Section 1 to the contrary notwithstanding, the Company shall not be obliged to include among the securities covered by a Registration Statement any Shares requested to be so included pursuant to Section 1(a) or file a Registration Statement pursuant to Section 1(b) unless the Holder shall theretofore have furnished the Company, in writing, all information with respect to the Holder, the Shares requested to be so included, the transaction or transactions which the Holder contemplates and each underwriter who will act in connection therewith, if any, which any law, rule or regulation requires to be disclosed therein. In addition, the obligations of the Company hereunder are subject to and conditioned upon the Holder's providing such other information and taking such action as may reasonably be requested by the Company in connection with such registration. 3 4 (e) Expenses. All reasonable out-of-pocket expenses, disbursements and fees incurred by the Company in connection with any action to be taken under Section 1(b) (including the reasonable fees and expenses of any counsel and accountants engaged by the Company and any underwriter's commissions or expenses or transfer taxes) shall be borne by the Holder. If Holder requests that Shares be included in a Registration Statement pursuant to Section 1(a), the Holder shall be responsible for any fees paid in respect of such shares to the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any securities exchange on which the Shares are listed and to any state in which the Shares are registered, together with all underwriting discounts and commissions applicable to such Shares. (f) Indemnification. (i) The Company shall indemnify and hold harmless the Holder and each person, if any, who controls the Holder within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and each director, officer, employee or agent of the Holder from and against any loss, claim, damage, expense, cost or liability, joint or several, and any action in respect thereof, to which the Holder, controlling person, director, officer, employee or agent may become subject, insofar as such loss, claim, damage, liability, expense, cost or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus filed by the Company pursuant to this Agreement (the "Registration Statement" and the "Prospectus") or in any amendment or supplement thereto, or which arises out of, or is based upon, the omission to state therein a material fact required to be stated therein or necessary to make the statements, therein, in light of the circumstances under which they were made not misleading, and shall promptly reimburse the Holder and each such controlling person, director, officer, employee or agent for legal and other expenses reasonably incurred, as such legal and other expenses are incurred, by the Holder or controlling person, director, officer, employee or agent in investigating or defending or preparing to defend against any such loss, claim, damage, liability, expense, cost or action; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, expense, cost or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or in any amendment or supplement thereto in reliance upon and in conformity with written information specifically relating to the Holder furnished to the Company by or on behalf of the Holder specifically for inclusion therein; and provided further that this indemnity shall not inure to the benefit of the Holder, any person controlling the Holder or any director, officer, employee or agent of the Holder on account of any loss, claim, damage, liability, expense, cost or action arising from the sale of Shares to any person by the Holder if the Holder or the Holder's agent failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Shares by the Holder to the person asserting such loss, claim, damage, liability, expense cost or action who purchased Shares that are the subject thereof from the Holder, and such delivery would have eliminated such loss, claim, damage, liability, expense, cost or action, unless such failure resulted from non-compliance by the Company with the first sentence of Section 1(c) 4 5 hereof. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Holder or any controlling person, director, officer, employee or agent of the Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution (as described in the Registration Statement), their officers and directors and each person who controls such person (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holder if required by the Holder. (ii) The Holder shall indemnify and hold harmless the Company, any person who controls the Company and each director, officer, employee or agent of the Company from and against any loss, claim, damage, expense, cost or liability and any action in respect thereof, to which the Company or any such controlling person, director, officer, employee or agent may become subject, insofar as such loss, claim, damage, liability, expense, cost or action arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or supplement thereto or which arises out of, or is based upon, the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstance under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information specifically relating to the Holder furnished to the Company by or on behalf of the Holder specifically for inclusion therein, and shall reimburse the Company or any such controlling person, director, officer, employee or agent for any legal and other expenses reasonably incurred, as such legal and other expenses are incurred, by the Company or any such controlling person, director, officer, employee or agent in investigating or defending or preparing to defend against any such loss, claim, damage, liability, expense cost or action. The foregoing indemnity agreement is in addition to any liability which the Holder may otherwise have to the Company or any of its controlling persons, directors, officers, employees or agents. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and selling securities industry professional participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in the Registration Statement or the Prospectus or any amendment or supplement thereto. (iii) Promptly after receipt by an indemnified party under this Section 1(f) of notice of any claim or the commencement of any action (including, without limitation, any governmental investigation or inquiry), the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 1(f) notify the indemnifying party in writing of the claim or the commencement of the action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under this Section 1(f) except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have to an indemnified party otherwise that under this Section 1(f). If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled 5 6 to participate therein, and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 1(f) for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided that an indemnified party shall have the right to employ counsel to represent it and its respective controlling persons, directors, officers, employees or agents who may be subject to liability arising out of any claim in respect of which indemnity may be sought by such indemnified party against such indemnifying party under this Section 1(f) if the employment of such counsel shall have been authorized in writing by such indemnifying party in connection with the defense of such action, or the indemnifying party shall not have promptly employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action, or if counsel for any of the indemnified parties shall have reasonably concluded that there may be defenses available to the indemnified party and its respective controlling persons, directors, officers, employees or agents which are in conflict with those available to the indemnifying party, and in that event the reasonable fees and expenses of one firm of separate counsel for the indemnified party and all such other indemnified persons (in addition to the reasonable fees and expenses of local counsel in each jurisdiction) shall be paid by the indemnifying party. (iv) If the indemnification provided for in this Section 1(f) shall for any reason be unavailable to any indemnified party under Section 1(f)(i) or 1(f)(ii) hereof in respect of any loss, claim, damage, expense, cost or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage, expense, cost or liability, or action in respect thereof, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other with respect to the statements or omissions which resulted in such loss, claim, damage, expense, cost or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Holder on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, cost or liability, or action in respect thereof, referred to above in this Section 1(f)(iv) shall be deemed to include, for purposes of this Section 1(f)(iv), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. If an indemnifying party assumes the defense of any action, such indemnifying party may not settle any such action without the written consent of the indemnified party unless such settlement 6 7 includes a complete release of the indemnified party in respect of all claims made against such indemnified party. (v) The agreements contained in this Section 1(f) shall survive the sale of Shares and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. (g) Listing of Shares. At any time as any shares of Common Stock are listed on a national securities exchange or designated as a national market system security by the National Association of Securities Dealers, Inc. ("NASD"), or otherwise listed on the NASD automated quotation system, and a Registration Statement filed pursuant to Section 1(a) or (b) has been declared effective, the Company will promptly obtain and maintain the approval for listing of each such exchange or system, as the case may be, of the Shares included in such Registration Statement. (h) Excluded Shares. Any Shares shall cease to be entitled to the benefits of the provisions of this Section 1 when (i) a Registration Statement covering such Shares has been declared effective and they have been disposed of pursuant to such effective Registration Statement, (ii) they are distributed to the public pursuant to Rule 144A under the Act, or (iii) they have been otherwise transferred by the Holder. (i) Holdback. The Holder agrees, to the extent required by applicable law, not to effect any public sale or distribution of Shares, or any securities convertible into or exchangeable or exercisable for such Shares, during the five business days prior to, and during the 90 day period following, the effective date of any Registration Statement including Shares (except as part of such registration), if and to the extent timely notified in writing by the Company, in the case of a non-underwritten public offering, or by the managing underwriter, in the case of an underwritten public offering. The Company agrees not to effect any public sale or distribution of Common Stock, any securities similar to the Shares, or convertible into or exchangeable or exercisable for such securities during the five business days prior to, and during the 90 day period following, the effective date of any Registration Statement in which the Holder is participating pursuant to Section 1 (except as part of such registration and except pursuant to a registration on Form S-4 or Form S-8, or any successor to such forms) and that any agreement entered into after the date hereof pursuant to which the Company issues or agrees to issue any privately placed securities similar to those being registered shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in the prior sentence, in each case including a sale pursuant to Rule 144 or 144A under the Act (except as part of any such registration, if permitted). (j) Other Covenants of the Company. In connection with the sale of any Shares the Company shall: (i) use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to 7 8 its security holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first day of the Company's first fiscal quarter after the effective date of any Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Act; (ii) provide a transfer agent and registrar for all Shares covered by each Registration Statement not later than the effective date of such registration statement; (iii) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Holder shall reasonably request in order to expedite or facilitate the disposition of Shares; (iv) use its reasonable best efforts to obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by such opinions and "cold comfort" letters as the Holder shall reasonably request; (v) make available for inspection by the Holder, by each underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the Holder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by the Holder or any such underwriter, attorney, accountant or agent in connection with such registration statement; provided, however, that Holder or any underwriter to whom such information is disclosed shall in writing agree to use information furnished solely in connection with the contemplated public offering of Shares; and (vi) permit the Holder to participate in the preparation of each Registration Statement and include therein material, furnished to the Company in writing, which in the judgment of the Holder, subject to the consent of the Company (which shall not be unreasonably withheld), should be included. 2. ASSIGNMENT; BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 3. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, negotiations and agreement of the parties concerning such subject matter. This Agreement may be modified only in a writing signed by the parties hereto specifically stating an intent to modify this Agreement. 4. GOVERNING LAW. This Agreement shall be governed by, and construed and interpreted in accordance with the substantive laws of the State of New 8 9 York applicable to contracts made and to be performed within that State, without giving effect to conflicts of law principles. 5. NOTICE. Any notice, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be (a) mailed by U.S. Express Mail or U.S. Certified Mail, in either case Return Receipt Requested, (b) delivered by recognized overnight courier such as Federal Express, or (c) hand delivered to the party to whom addressed at the following addresses: if to the Company, UTI Energy Corp. Suite 112, 485 Devon Park Drive Wayne, PA 19087 Attn: Vaughn Drum, President; with a copy to: Montgomery, McCracken, Walker & Rhoads Three Parkway - 20th Floor Philadelphia, PA 19102 Attn: Baldo M. Carnecchia, Jr., Esquire; if to the Holder, Bear, Stearns & Co. Inc. 245 Park Avenue New York, NY 10167 Attn: Richard Metrick; with a copy to: Weil, Gotshal & Manges 767 Fifth Avenue New York, NY 10153 Attn: Dennis J. Block, Esquire; or at such other address as may be designated by a party in writing. All written communications shall be deemed effective upon the earlier of the actual receipt thereof by the addressee or the expiration of two business days from the date such communication is placed in the hands of the post office, a recognized overnight courier, or a messenger service. 9 10 IN WITNESS WHEREOF, this Agreement has been executed by the parties the day and year first above written. UTI ENERGY CORP. By: /s/ Anthony Mendicino ------------------------------------- BEAR, STEARNS & CO. INC. By: /s/ Richard Metrick -------------------------------------- 10 EX-99.8 4 h87184ex99-8.txt AFFILIATE LETTER - REMY CAPITAL 1 EXHIBIT 8 Gentlemen: I have been advised that as of the date hereof I may be deemed to be an "affiliate" of UTI Energy Corp., a Delaware corporation ("UTI"), as the term "affiliate" is (i) defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (together with the rules and regulations promulgated hereunder, the "Securities Act"), and/or (ii) used in and for purposes of Accounting Series, Releases 130 and 135, as amended, of the Commission. Pursuant to the terms of the Agreement and Plan of Merger, dated as of February 4, 2001 (the "Merger Agreement"), UTI will be merged with and into Patterson Energy, Inc., a Delaware corporation ("PEC"), in consideration of Surviving Corporation Common Stock (as hereinafter defined), with PEC as the surviving corporation (the "Surviving Corporation"). As used herein, "UTI Common Stock" means the Common Stock, par value $0.001 per share, of UTI and "Surviving Corporation Common Stock" means the Common Stock, par value $0.01 per share, of PEC. I represent, warrant, and covenant to PEC that in the event I receive any Surviving Corporation Common Stock as a result of the Merger: A. I shall not make any sale, transfer or other disposition of any Surviving Corporation Common Stock acquired by me in the Merger in violation of the Securities Act. B. I have carefully read this letter and the Merger Agreement and discussed their requirements and other applicable limitations upon my ability to sell, transfer, or otherwise dispose of Surviving Corporation Common Stock, to the extent I felt necessary, with my counsel or counsel for Surviving Corporation. C. I have been advised that the issuance of Surviving Corporation Common Stock to me pursuant to the Merger has been or will be registered with the Commission under the Securities Act on a Registration Statement on Form S-4. However, I have also been advised that, because at the time the Merger will be submitted for a vote of the shareholders of UTI, I may be deemed to be an affiliate of UTI, the distribution by me of any Surviving Corporation Common Stock acquired by me in the Merger will not be registered under the Securities Act and that I may not sell, transfer, or otherwise dispose of any Surviving Corporation Common Stock acquired by me in the Merger unless (i) such sale, transfer, or other disposition has been registered under the Securities Act, (ii) such sale, transfer, or other disposition is made in conformity with the volume and other limitations of Rule 145 promulgated by the Commission under the Securities Act, or (iii) in the opinion of counsel reasonably acceptable to Surviving 2 Corporation such sale, transfer, or other disposition is otherwise exempt from registration under the Securities Act. D. I understand that Surviving Corporation is under no obligation to register under the Securities Act the sale, transfer, or other disposition by me or on my behalf of any Surviving Corporation Common Stock acquired by me in the Merger or to take any other action necessary in order to make an exemption from such registration available. E. I also understand that stop transfer instructions will be given to Surviving Corporation's transfer agent with respect to Surviving Corporation Common Stock and that there will be placed on the certificates for any Surviving Corporation Common Stock acquired by me in the Merger, or any substitutions therefore, a legend stating in substance: "The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares represented by this certificate may only be transferred in accordance with the terms of an agreement dated as of February 4, 2001, between the registered holder hereof and the issuer of this certificate, a copy of which agreement will be mailed to the holder hereof without charge within five days after receipt of written request therefore." F. I also understand that unless the transfer by me of my Surviving Corporation Common Stock has been registered under the Securities Act or is a sale made in conformity with the provisions of Rule 145, Surviving Corporation reserves the right to put the following legend on the certificates issued to my transferree: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired from a person who received such shares in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares may not be sold, pledged, or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act of 1933." It is understood and agreed that the legends set forth in paragraph E and F above shall be removed by the delivery of substitute certificates without such legend if the undersigned shall have delivered to Surviving Corporation a copy of a letter from the staff of the Commission, or an opinion of counsel in form and substance reasonably satisfactory to Surviving Corporation, to the effect that such legend is not required for purposes of the Securities Act. I understand that (a) Surviving Corporation will supply me with any information necessary to enable me to make routine sales of any Surviving Corporation Common Stock acquired by me in the Merger as may be permitted, by and in accordance with, the provisions of Rule 144 under the Securities Act or any similar rule of the Commission hereafter applicable, 3 and (b) Surviving Corporation will comply with all requirements of the Securities Exchange Act of 1934 rules and regulations promulgated thereunder, (the "Exchange Act") with respect to the filing by Surviving Corporation of annual, periodic and other reports on a timely basis in a manner sufficient to allow sales of any such Surviving Corporation Common Stock by me during the three year period following the Effective Time (as defined in the Merger Agreement) if such sales are otherwise permitted by law or regulation. Upon my written request, Surviving Corporation shall furnish me with a written statement representing that it has complied with the reporting requirements enumerated in Rule 144(c)(1), or if Surviving Corporation is not then subject to Section 13 or 15(d) of the Exchange Act, that it has made publicly available the information concerning Surviving Corporation required by Rule 144(c)(2). I further represent to and covenant with PEC and the Surviving Corporation that I will not, within the 30 days prior to the Effective Time (as defined in the Agreement), sell, transfer, or otherwise dispose of any shares of PEC Common Stock and that I will not sell, transfer, or otherwise dispose of any shares of Surviving Corporation Common Stock (whether or not acquired by me in the Merger) until after such time as results covering at least 30 days of post-closing combined operations have been published by PEC and the Surviving Corporation, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q, or 8-K, or any other public filing or announcement which includes the combined results of operations. Furthermore, I understand that Surviving Corporation will give stop transfer instructions to its transfer agent in order to prevent the breach of the representations, warranties, and covenants made by me in this paragraph. I also understand that the Merger is intended to be treated for accounting purposes as a "pooling of interests," and I agree that, if PEC advises me in writing that additional restrictions apply to my ability to sell, transfer, or otherwise dispose of Surviving Corporation Common Stock in order to be entitled to use the pooling of interest accounting method, I will abide by such restrictions. 4 Very truly yours, REMY CAPITAL PARTNERS III, L.P., by Remy Investors and Consultants, Incorporated, its sole general partner By: /s/ MARK S. SIEGEL --------------------------------- Name: Mark S. Siegel Title: President Accepted this 13th day of March, 2001 UTI ENERGY CORP. /s/ JOHN E. VOLLMER III - ------------------------------------ By: John E. Vollmer III Its: Senior Vice President, Chief Financial Officer, Secretary and Treasurer PATTERSON ENERGY, INC. /s/ JONATHAN D. NELSON - ------------------------------------ By: Jonathan D. Nelson Its: Vice President-Finance, Chief Financial Officer, Secretary and Treasurer EX-99.9 5 h87184ex99-9.txt AFFILIATE LETTER - REMY INVESTORS 1 EXHIBIT 9 Gentlemen: I have been advised that as of the date hereof I may be deemed to be an "affiliate" of UTI Energy Corp., a Delaware corporation ("UTI"), as the term "affiliate" is (i) defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (together with the rules and regulations promulgated hereunder, the "Securities Act"), and/or (ii) used in and for purposes of Accounting Series, Releases 130 and 135, as amended, of the Commission. Pursuant to the terms of the Agreement and Plan of Merger, dated as of February 4, 2001 (the "Merger Agreement"), UTI will be merged with and into Patterson Energy, Inc., a Delaware corporation ("PEC"), in consideration of Surviving Corporation Common Stock (as hereinafter defined), with PEC as the surviving corporation (the "Surviving Corporation"). As used herein, "UTI Common Stock" means the Common Stock, par value $0.001 per share, of UTI and "Surviving Corporation Common Stock" means the Common Stock, par value $0.01 per share, of PEC. I represent, warrant, and covenant to PEC that in the event I receive any Surviving Corporation Common Stock as a result of the Merger: A. I shall not make any sale, transfer or other disposition of any Surviving Corporation Common Stock acquired by me in the Merger in violation of the Securities Act. B. I have carefully read this letter and the Merger Agreement and discussed their requirements and other applicable limitations upon my ability to sell, transfer, or otherwise dispose of Surviving Corporation Common Stock, to the extent I felt necessary, with my counsel or counsel for Surviving Corporation. C. I have been advised that the issuance of Surviving Corporation Common Stock to me pursuant to the Merger has been or will be registered with the Commission under the Securities Act on a Registration Statement on Form S-4. However, I have also been advised that, because at the time the Merger will be submitted for a vote of the shareholders of UTI, I may be deemed to be an affiliate of UTI, the distribution by me of any Surviving Corporation Common Stock acquired by me in the Merger will not be registered under the Securities Act and that I may not sell, transfer, or otherwise dispose of any Surviving Corporation Common Stock acquired by me in the Merger unless (i) such sale, transfer, or other disposition has been registered under the Securities Act, (ii) such sale, transfer, or other disposition is made in conformity with the volume and other limitations of Rule 145 promulgated by the Commission under the Securities Act, or (iii) in the opinion of counsel reasonably acceptable to Surviving 2 Corporation such sale, transfer, or other disposition is otherwise exempt from registration under the Securities Act. D. I understand that Surviving Corporation is under no obligation to register under the Securities Act the sale, transfer, or other disposition by me or on my behalf of any Surviving Corporation Common Stock acquired by me in the Merger or to take any other action necessary in order to make an exemption from such registration available. E. I also understand that stop transfer instructions will be given to Surviving Corporation's transfer agent with respect to Surviving Corporation Common Stock and that there will be placed on the certificates for any Surviving Corporation Common Stock acquired by me in the Merger, or any substitutions therefore, a legend stating in substance: "The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares represented by this certificate may only be transferred in accordance with the terms of an agreement dated as of February 4, 2001, between the registered holder hereof and the issuer of this certificate, a copy of which agreement will be mailed to the holder hereof without charge within five days after receipt of written request therefore." F. I also understand that unless the transfer by me of my Surviving Corporation Common Stock has been registered under the Securities Act or is a sale made in conformity with the provisions of Rule 145, Surviving Corporation reserves the right to put the following legend on the certificates issued to my transferree: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired from a person who received such shares in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares may not be sold, pledged, or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act of 1933." It is understood and agreed that the legends set forth in paragraph E and F above shall be removed by the delivery of substitute certificates without such legend if the undersigned shall have delivered to Surviving Corporation a copy of a letter from the staff of the Commission, or an opinion of counsel in form and substance reasonably satisfactory to Surviving Corporation, to the effect that such legend is not required for purposes of the Securities Act. I understand that (a) Surviving Corporation will supply me with any information necessary to enable me to make routine sales of any Surviving Corporation Common Stock acquired by me in the Merger as may be permitted, by and in accordance with, the provisions of Rule 144 under the Securities Act or any similar rule of the Commission hereafter applicable, 3 and (b) Surviving Corporation will comply with all requirements of the Securities Exchange Act of 1934 rules and regulations promulgated thereunder, (the "Exchange Act") with respect to the filing by Surviving Corporation of annual, periodic and other reports on a timely basis in a manner sufficient to allow sales of any such Surviving Corporation Common Stock by me during the three year period following the Effective Time (as defined in the Merger Agreement) if such sales are otherwise permitted by law or regulation. Upon my written request, Surviving Corporation shall furnish me with a written statement representing that it has complied with the reporting requirements enumerated in Rule 144(c)(1), or if Surviving Corporation is not then subject to Section 13 or 15(d) of the Exchange Act, that it has made publicly available the information concerning Surviving Corporation required by Rule 144(c)(2). I further represent to and covenant with PEC and the Surviving Corporation that I will not, within the 30 days prior to the Effective Time (as defined in the Agreement), sell, transfer, or otherwise dispose of any shares of PEC Common Stock and that I will not sell, transfer, or otherwise dispose of any shares of Surviving Corporation Common Stock (whether or not acquired by me in the Merger) until after such time as results covering at least 30 days of post-closing combined operations have been published by PEC and the Surviving Corporation, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q, or 8-K, or any other public filing or announcement which includes the combined results of operations. Furthermore, I understand that Surviving Corporation will give stop transfer instructions to its transfer agent in order to prevent the breach of the representations, warranties, and covenants made by me in this paragraph. I also understand that the Merger is intended to be treated for accounting purposes as a "pooling of interests," and I agree that, if PEC advises me in writing that additional restrictions apply to my ability to sell, transfer, or otherwise dispose of Surviving Corporation Common Stock in order to be entitled to use the pooling of interest accounting method, I will abide by such restrictions. 4 Very truly yours, REMY INVESTORS AND CONSULTANTS, INCORPORATED By: /s/ MARK S. SIEGEL --------------------------------------------- Name: Mark S. Siegel Title: President Accepted this 13th day of March, 2001 UTI ENERGY CORP. /s/ JOHN E. VOLLMER III - ------------------------------------ By: John E. Vollmer III Its: Senior Vice President, Chief Financial Officer, Secretary and Treasurer PATTERSON ENERGY, INC. /s/ JONATHAN D. NELSON - ------------------------------------ By: Jonathan D. Nelson Its: Vice President-Finance, Chief Financial Officer, Secretary and Treasurer EX-99.10 6 h87184ex99-10.txt AFFILIATE LETTER - MARK S. SIEGEL 1 EXHIBIT 10 Gentlemen: I have been advised that as of the date hereof I may be deemed to be an "affiliate" of UTI Energy Corp., a Delaware corporation ("UTI"), as the term "affiliate" is (i) defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (together with the rules and regulations promulgated hereunder, the "Securities Act"), and/or (ii) used in and for purposes of Accounting Series, Releases 130 and 135, as amended, of the Commission. Pursuant to the terms of the Agreement and Plan of Merger, dated as of February 4, 2001 (the "Merger Agreement"), UTI will be merged with and into Patterson Energy, Inc., a Delaware corporation ("PEC"), in consideration of Surviving Corporation Common Stock (as hereinafter defined), with PEC as the surviving corporation (the "Surviving Corporation"). As used herein, "UTI Common Stock" means the Common Stock, par value $0.001 per share, of UTI and "Surviving Corporation Common Stock" means the Common Stock, par value $0.01 per share, of PEC. I represent, warrant, and covenant to PEC that in the event I receive any Surviving Corporation Common Stock as a result of the Merger: A. I shall not make any sale, transfer or other disposition of any Surviving Corporation Common Stock acquired by me in the Merger in violation of the Securities Act. B. I have carefully read this letter and the Merger Agreement and discussed their requirements and other applicable limitations upon my ability to sell, transfer, or otherwise dispose of Surviving Corporation Common Stock, to the extent I felt necessary, with my counsel or counsel for Surviving Corporation. C. I have been advised that the issuance of Surviving Corporation Common Stock to me pursuant to the Merger has been or will be registered with the Commission under the Securities Act on a Registration Statement on Form S-4. However, I have also been advised that, because at the time the Merger will be submitted for a vote of the shareholders of UTI, I may be deemed to be an affiliate of UTI, the distribution by me of any Surviving Corporation Common Stock acquired by me in the Merger will not be registered under the Securities Act and that I may not sell, transfer, or otherwise dispose of any Surviving Corporation Common Stock acquired by me in the Merger unless (i) such sale, transfer, or other disposition has been registered under the Securities Act, (ii) such sale, transfer, or other disposition is made in conformity with the volume and other limitations of Rule 145 promulgated by the Commission under the Securities Act, or (iii) in the opinion of counsel reasonably acceptable to Surviving 2 Corporation such sale, transfer, or other disposition is otherwise exempt from registration under the Securities Act. D. I understand that Surviving Corporation is under no obligation to register under the Securities Act the sale, transfer, or other disposition by me or on my behalf of any Surviving Corporation Common Stock acquired by me in the Merger or to take any other action necessary in order to make an exemption from such registration available. E. I also understand that stop transfer instructions will be given to Surviving Corporation's transfer agent with respect to Surviving Corporation Common Stock and that there will be placed on the certificates for any Surviving Corporation Common Stock acquired by me in the Merger, or any substitutions therefore, a legend stating in substance: "The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares represented by this certificate may only be transferred in accordance with the terms of an agreement dated as of February 4, 2001, between the registered holder hereof and the issuer of this certificate, a copy of which agreement will be mailed to the holder hereof without charge within five days after receipt of written request therefore." F. I also understand that unless the transfer by me of my Surviving Corporation Common Stock has been registered under the Securities Act or is a sale made in conformity with the provisions of Rule 145, Surviving Corporation reserves the right to put the following legend on the certificates issued to my transferree: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired from a person who received such shares in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares may not be sold, pledged, or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act of 1933." It is understood and agreed that the legends set forth in paragraph E and F above shall be removed by the delivery of substitute certificates without such legend if the undersigned shall have delivered to Surviving Corporation a copy of a letter from the staff of the Commission, or an opinion of counsel in form and substance reasonably satisfactory to Surviving Corporation, to the effect that such legend is not required for purposes of the Securities Act. I understand that (a) Surviving Corporation will supply me with any information necessary to enable me to make routine sales of any Surviving Corporation Common Stock acquired by me in the Merger as may be permitted, by and in accordance with, the provisions of Rule 144 under the Securities Act or any similar rule of the Commission hereafter applicable, 3 and (b) Surviving Corporation will comply with all requirements of the Securities Exchange Act of 1934 rules and regulations promulgated thereunder, (the "Exchange Act") with respect to the filing by Surviving Corporation of annual, periodic and other reports on a timely basis in a manner sufficient to allow sales of any such Surviving Corporation Common Stock by me during the three year period following the Effective Time (as defined in the Merger Agreement) if such sales are otherwise permitted by law or regulation. Upon my written request, Surviving Corporation shall furnish me with a written statement representing that it has complied with the reporting requirements enumerated in Rule 144(c)(1), or if Surviving Corporation is not then subject to Section 13 or 15(d) of the Exchange Act, that it has made publicly available the information concerning Surviving Corporation required by Rule 144(c)(2). I further represent to and covenant with PEC and the Surviving Corporation that I will not, within the 30 days prior to the Effective Time (as defined in the Agreement), sell, transfer, or otherwise dispose of any shares of PEC Common Stock and that I will not sell, transfer, or otherwise dispose of any shares of Surviving Corporation Common Stock (whether or not acquired by me in the Merger) until after such time as results covering at least 30 days of post-closing combined operations have been published by PEC and the Surviving Corporation, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q, or 8-K, or any other public filing or announcement which includes the combined results of operations. Furthermore, I understand that Surviving Corporation will give stop transfer instructions to its transfer agent in order to prevent the breach of the representations, warranties, and covenants made by me in this paragraph. I also understand that the Merger is intended to be treated for accounting purposes as a "pooling of interests," and I agree that, if PEC advises me in writing that additional restrictions apply to my ability to sell, transfer, or otherwise dispose of Surviving Corporation Common Stock in order to be entitled to use the pooling of interest accounting method, I will abide by such restrictions. 4 Very truly yours, By: /s/ MARK S. SIEGEL --------------------------------------------- Accepted this 13th day of March, 2001 UTI ENERGY CORP. /s/ JOHN E. VOLLMER III - ------------------------------------ By: John E. Vollmer III Its: Senior Vice President, Chief Financial Officer, Secretary and Treasurer PATTERSON ENERGY, INC. /s/ JONATHAN D. NELSON - ------------------------------------ By: Jonathan D. Nelson Its: Vice President-Finance, Chief Financial Officer, Secretary and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----