0000950129-01-503192.txt : 20011009 0000950129-01-503192.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950129-01-503192 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010927 GROUP MEMBERS: MARK S SIEGEL GROUP MEMBERS: REMY CAPITAL PARTNERS III L P GROUP MEMBERS: REMY INVESTORS AND CONSULTANTS INC 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: 1934 Act SEC FILE NUMBER: 005-44095 FILM NUMBER: 1745909 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 h90896sc13d.txt REMY CAPITAL III L P FOR PATTERSON-UTI ENERGY INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES ACT OF 1934 (AMENDMENT NO. 1)(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) JULY 20, 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 10 2 SCHEDULE 13D CUSIP NO. 703481 10 1 PAGE 2 OF 10 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 NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 4,729,524 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 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 10 3 SCHEDULE 13D CUSIP NO. 703481 10 1 PAGE 3 OF 10 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 NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 4,729,524 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 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 10 4 SCHEDULE 13D CUSIP NO. 703481 10 1 PAGE 4 OF 10 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 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 NUMBER OF SHARES 1,280,000 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 4,729,524 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 1,280,000 ----------------------------------------------------------------- 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 10 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ITEM 1. SECURITY AND ISSUER No change since the Schedule 13D filed on May 18, 2001 (the "Initial Schedule 13D") by the Reporting Persons (as that term is defined in the Initial Schedule 13D) ("No Change"). ITEM 2. IDENTITY AND BACKGROUND No Change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On July 20, 2001, the Board of Directors of the Issuer (as that term is defined in the Initial Schedule 13D) granted Mark S. Siegel an option to purchase 250,000 shares of the Issuer's Common Stock (as that term is defined in the Initial Schedule 13D) at $15.85 per share. ITEM 4. PURPOSE OF TRANSACTION No Change. (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; Page 5 of 10 6 Each Reporting Person has no present intention, plan or proposal with respect to this paragraph. (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. (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 Page 6 of 10 7 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 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 The information disclosed in Item 5(c) of the Initial Schedule 13D is hereby deleted in its entirety. On July 20, 2001, the Board of Directors of the Issuer granted Mark S. Siegel an option to purchase 250,000 shares of the Issuer's Common Stock at $15.85 per share. (d) - (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER No Change. Page 7 of 10 8 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 (incorporated by reference to Exhibit 3 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). (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 relating to UTI Energy Corp., a predecessor to Patterson-UTI Energy, Inc. (the "UTI Schedule 13D")). (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 relating to the UTI Schedule 13D). (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 relating to the UTI Schedule 13D). (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 relating to the UTI Schedule 13D). (8) Affiliate Letter of Remy Capital accepted by UTI and Patterson on March 13, 2001 (incorporated by reference to Exhibit 8 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). Page 8 of 10 9 (9) Affiliate Letter of Remy Investors accepted by UTI and Patterson on March 13, 2001 (incorporated by reference to Exhibit 9 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). (10) Affiliate Letter of Mark S. Siegel accepted by UTI and Patterson on March 13, 2001 (incorporated by reference to Exhibit 10 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). (11)* Form of Stock Option Agreement between Patterson-UTI Energy, Inc. and Mark Siegel, relating to the grant to Mr. Siegel of options to purchase 250,000 shares of Common Stock at $15.85 per share effective July 20, 2001. ------------------- *Filed herewith. Page 9 of 10 10 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: September 26, 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 10 of 10 11 EXHIBIT INDEX 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 (incorporated by reference to Exhibit 3 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). (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 relating to UTI Energy Corp., a predecessor to Patterson-UTI Energy, Inc. (the "UTI Schedule 13D")). (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 relating to the UTI Schedule 13D). (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 relating to the UTI Schedule 13D). (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 relating to the UTI Schedule 13D). (8) Affiliate Letter of Remy Capital accepted by UTI and Patterson on March 13, 2001 (incorporated by reference to Exhibit 8 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). 12 (9) Affiliate Letter of Remy Investors accepted by UTI and Patterson on March 13, 2001 (incorporated by reference to Exhibit 9 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). (10) Affiliate Letter of Mark S. Siegel accepted by UTI and Patterson on March 13, 2001 (incorporated by reference to Exhibit 10 to the Initial Schedule 13D filed by the Reporting Persons, dated and filed May 18, 2001 with the Securities and Exchange Commission). (11)* Form of Stock Option Agreement between Patterson-UTI Energy, Inc. and Mark Siegel, relating to the grant to Mr. Siegel of options to purchase 250,000 shares of Common Stock at $15.85 per share effective July 20, 2001. ------------------- *Filed herewith. EX-99.1 3 h90896ex99-1.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 its 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: September 26, 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-99.11 4 h90896ex99-11.txt FORM OF STOCK OPTION AGREEMENT 1 EXHIBIT 11 STOCK OPTION AGREEMENT PATTERSON-UTI ENERGY, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN THIS STOCK OPTION AGREEMENT (this "Agreement") is effective as of July 20, 2001, between Patterson-UTI Energy, Inc., a Delaware corporation ("Patterson-UTI"), and Mark S. Siegel (the "Employee"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, by virtue of the merger with UTI Energy Corp. Patterson-UTI has assumed the Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan (the "Plan"); and WHEREAS, the Employee is currently an employee of Patterson-UTI, and Patterson-UTI desires to encourage the Employee to remain in Patterson-UTI's service and, as an inducement thereto, has determined to grant to the Employee pursuant to the Plan the option provided for herein. NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Patterson-UTI and the Employee hereby agree as follows: 1. Grant. Effective as of July 20, 2001 (the "Date of Grant"), Patterson-UTI hereby grants to the Employee pursuant to the terms and conditions of the Plan an option (the "Option") to purchase 250,000 shares of Common Stock at a price of $15.85 per share (the "Option Price"). The Option shall be for a term commencing on July 20, 2001 and ending on July 19, 2011 (unless such Option terminates earlier as provided in this Agreement or as set forth under the terms of the Plan). The Option is subject to the terms and provisions of the Plan, which are hereby incorporated herein by reference and the terms and provisions of this Agreement. The Option shall vest and be exercisable as follows: (a) on July 20, 2002, the Option shall be vested and become exercisable with respect to 50,000 shares subject to the Option; and (b) on the 20th day of each month of the forty-seven (47) months thereafter, 4,167 shares subject to the Option shall be vested and become exercisable and on the 20th day of the forty-eighth month 4,151 shares subject to the Option shall be vested and become exercisable; and (c) to the extent not exercised, installments shall be cumulative and may be exercised in whole or in part; and 2 (d) notwithstanding any other provision of this Agreement, this Option, when exercised, to the extent exercisable must be exercised in full or in installments of not less than 100 shares of stock (adjusted proportionately to any adjustments described in Section 2(b) of this Agreement). 2. Changes in Patterson-UTI's Capital Structure. (a) The existence of the Option shall not affect in any way the right or power of Patterson-UTI or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Patterson-UTI's capital structure or its business, or any merger or consolidation of Patterson-UTI, or any issue of bonds, debentures or preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of Patterson-UTI, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. (b) The number of shares of Common Stock subject to the Option, the Option Price and the securities issuable and other property payable upon exercise of the Option shall be subject to adjustment as provided in the Plan. 3. Change of Control. Notwithstanding the vesting schedule set forth in Section 1 of this Agreement, all unvested Options will immediately vest and become immediately exercisable upon a Change of Control as defined in the Plan. Furthermore, notwithstanding Section 7 (a)-(e) of this Agreement, such Options will remain exercisable for three years following the Employee's termination of employment following a Change of Control (but not beyond July 19, 2011) for any reason other than a termination of employment for dishonesty (as determined by the Committee hereinafter defined), conviction of a felony, willful unauthorized disclosure of confidential information (as determined by the Committee), or willful refusal to perform the duties of such Employee's position (as determined by the Committee), in which event such Option shall terminate one day less than three months following the Employee's termination of employment. 4. Exercise of Options. The Option may be exercised from time to time as to the total number of shares that may then be issuable upon the exercise thereof or any portion thereof by giving written notice of such exercise in substantially the form attached hereto as Exhibit A. 5. Assignment. The Option may not be transferred or assigned in any manner by the Employee except by will or the laws of descent and distribution, and shall be exercisable during the Employee's lifetime only by him or her. 6. Requirements of Law. Patterson-UTI shall not be required to sell or issue any shares on the exercise of the Option if the issuance of such shares shall constitute a violation by the Employee or Patterson-UTI of any provisions of any law or regulation of any governmental authority. The Option shall be subject to the requirements that, if at any time the Board of Directors of Patterson-UTI or the committee of the Board of Directors of Patterson-UTI administering the Plan (the "Committee") shall determine that the listing, registration or qualification of the shares subject 2 3 thereto upon any securities exchange or under any state or federal law of the United States or of any other country or governmental subdivision thereof, or the consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, the Option may not be exercised until the Employee has delivered an investment letter to Patterson-UTI. In addition, specifically in connection with the Securities Act of 1933 (as now in effect or hereafter amended), upon exercise of the Option, Patterson-UTI shall not be required to issue the underlying shares unless the Committee has received evidence satisfactory to it to the effect that the Employee will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Committee has been received by Patterson-UTI to the effect that such registration is not required. Any determination in this connection by the Committee shall be final, binding and conclusive. In the event the shares issuable on exercise of the Option are not registered under the Securities Act of 1933, Patterson-UTI may imprint on the certificate for such shares the following legend or any other legend that counsel for Patterson-UTI considers necessary or advisable to comply with Securities Act of 1933: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Corporation of an opinion of counsel satisfactory to the Corporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer. Patterson-UTI may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933. Patterson-UTI shall not be obligated to take any other affirmative action to cause the exercise of the Option or the issuance of shares of Common Stock pursuant thereto to comply with any law or regulation of any governmental authority. 7. Termination. The Option, to the extent it shall not previously have been exercised, shall terminate on the earlier of the following unless the Committee extends the term of this Option to a period not extending beyond July 19, 2011: (a) One day less than three months after the date of the severance, upon severance of the employment relationship between Patterson-UTI and the Employee for cause, as defined in the Plan, during which period the Employee or, if the Employee should die within such three month period, the Employee's executor or administrator or the person or persons to whom the Option shall be transferred by the Employee's will or the laws of descent and distribution, shall be entitled to exercise the Option in respect of the number of shares that the Employee would have been entitled to purchase had the Employee exercised the Option on the date of such severance of employment; 3 4 (b) On the last day within the one year period commencing on the date of severance of the employment relationship between Patterson-UTI and the Employee, for any reason other than cause or the death, disability or retirement of the Employee, during which period the Employee or, if the Employee should die within such one year period, the Employee's executor or administrator or the person or persons to whom the Option shall have been transferred by the Employee's will or the laws of descent and distribution shall be entitled to exercise the Option in respect of the number of shares that the Employee would have been entitled to purchase as of the date of such retirement; (c) On the last day within the one year period commencing on the date on which the Employee ceases to be in the employment of Patterson-UTI because of disability, during which period the Employee or, if the Employee should die within such one year period, the Employee's executor or administrator or the person or persons to whom the Option shall be transferred by the Employee's will or the laws of descent and distribution, shall be entitled to exercise the Option in respect to the number of shares that the Employee would have been entitled to purchase had the Employee exercised the Option on the date of severance because of disability; (d) On the last day within the one year period commencing on the date of the Employee's death while in the employment of Patterson-UTI, during which period the executor, administrator or any person or persons to whom the Option shall have been transferred by the Employee's will or the laws of descent and distribution shall be entitled to exercise the Option in respect of the number of shares that the Employee would have been entitled to purchase had the Employee been alive on such date; (e) On the last day within the one year period commencing on the date on which the Employee retires in accordance with provisions of Patterson-UTI's then existing policies regarding retirement as applied by the Committee, during which period the Employee or, if the Employee should die within such one year period, the Employee's executor or administrator or the person or persons to whom the Option shall have been transferred by the Employee's will or the laws of descent and distribution shall be entitled to exercise the Option in respect of the number of shares that the Employee would have been entitled to purchase as of the date of such retirement; and (f) On July 19, 2011. 8. Amendment. This Agreement may not be changed, amended or modified except by an agreement in writing signed on behalf of each of the parties hereto. 9. No Rights as a Stockholder. The Employee shall not have any rights as a stockholder with respect to any shares of Common Stock issuable upon the exercise of the Option until the date of issuance of the stock certificate or certificates representing such shares following the Employee's exercise of the Option pursuant to its terms and conditions and payment for such shares. Except as otherwise provided in the Plan, no adjustment shall be made for dividends or other distributions made with respect to the Common Stock the record date for the payment of which is prior to the date 4 5 of issuance of the stock certificate or certificates representing such shares following the Employee's exercise of the Option. 10. Governing Law. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Texas. Any invalidity of any provision of this Agreement shall not affect the validity of any other provision. 11. Notices. All notices, demands, requests or other communications hereunder shall be in writing and shall be deemed to have been duly made or given if mailed by registered or certified mail, return receipt requested. Any such notice mailed to Patterson-UTI shall be addressed to its principal executive office. If to the physical location, 4510 Lamesa Highway, Snyder, Texas 79549; if to the mailing address, P.O. 1416, Snyder, Texas 79550 (attention: Vice President-Finance), and any notice mailed to the Employee shall be addressed to the Employee's residence address as it appears on the books and records of Patterson-UTI or to such other address as either party may hereafter designate in writing to the other. 12. Employment Obligation. The granting of the Option by Patterson-UTI to the Employee shall not impose upon Patterson-UTI any obligation to employ or continue to employ the Employee; and the right of Patterson-UTI to terminate the employment of the Employee with Patterson-UTI shall not be diminished or affected by reason of the grant of the Option to the Employee pursuant to this Agreement. 13. Binding Effect. This Agreement shall, except as otherwise provided to the contrary in this Agreement or in the Plan, inure to the benefit of and bind the successors and assigns of Patterson-UTI. This Agreement shall, except as otherwise provided to the contrary in this Agreement or in the Plan, inure to the benefit of and bind the heirs, executors, administrators and legal representatives of the Employee. 14. Plan Controls. This Agreement is subject in all respects to the terms and conditions of the Plan, which are deemed incorporated by reference herein. In the event any terms of this Agreement contradict or are inconsistent with the terms of the Plan, the terms of the Plan shall control. [SIGNATURES BEGIN ON FOLLOWING PAGE] 5 6 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day and year first above mentioned. PATTERSON-UTI ENERGY, INC.: By: ------------------------------------------ Cloyce A. Talbott, Chief Executive Officer EMPLOYEE: --------------------------------------------- Mark S. Siegel 6 7 EXHIBIT A PATTERSON-UTI ENERGY, INC. AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN EXERCISE OF STOCK OPTION Patterson-UTI Energy, Inc. 4510 Lamesa Highway P.O. Box 1416 Snyder, TX 79550 Attention: Vice President-Finance Gentlemen: The undersigned Optionee, Mark S. Siegel, hereby exercises the Option granted to him pursuant to the Patterson-UTI Energy, Inc. Amended and Restated 1997 Long-Term Incentive Plan dated as of July 20, 2001 between Patterson-UTI Energy, Inc. and the Optionee with respect to _________ Common Shares covered by said Option, and tenders herewith $__________ in payment of the purchase price thereof by delivery of _________________. The name and registered address on such certificate should be: --------------------------- --------------------------- --------------------------- The Optionee's social security number is: . ---------------- ----------------------------------- Optionee Dated: -----------------------------