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
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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;
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(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
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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]
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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:
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Cloyce A. Talbott, Chief Executive Officer
EMPLOYEE:
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Mark S. Siegel
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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:
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The Optionee's social security number is: .
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Optionee
Dated:
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