-----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, IavNz3jV4zjc6NMlCByw3fW1VWBynlZkt7tnAzL280SPlZ2MNjQonZGB4LXjlDzx z/bJuh3QKv7zzjKymXd6YA== 0000950134-02-007140.txt : 20020613 0000950134-02-007140.hdr.sgml : 20020613 20020613110810 ACCESSION NUMBER: 0000950134-02-007140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020613 GROUP MEMBERS: ESTATE OF JOE G ROPER GROUP MEMBERS: JEANIE ELISABETH CORNELIUS GROUP MEMBERS: JUDY KATHLEEN ROPER DAVIS GROUP MEMBERS: PATRICIA R ELLEDGE GROUP MEMBERS: ROPER FAMILY PROPERTIES LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TMBR SHARP DRILLING INC CENTRAL INDEX KEY: 0000751288 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 751835108 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35466 FILM NUMBER: 02677899 BUSINESS ADDRESS: STREET 1: PO DRAWER 10970 CITY: MIDLAND STATE: TX ZIP: 79702 BUSINESS PHONE: 9156995050 MAIL ADDRESS: STREET 1: DRAWER 10970 STREET 2: DRAWER 10970 CITY: MIDLAND STATE: TX ZIP: 79702-7970 FORMER COMPANY: FORMER CONFORMED NAME: TMBR DRILLING INC DATE OF NAME CHANGE: 19861114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROPER OPERATIONS INC CENTRAL INDEX KEY: 0001119265 IRS NUMBER: 752873817 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 10970 CITY: MIDLAND STATE: TX ZIP: 79702 BUSINESS PHONE: 9156995050 MAIL ADDRESS: STREET 1: PO BOX 10970 CITY: MIDLAND STATE: TX ZIP: 79702 SC 13D/A 1 d97691a1sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/13D-A (Amendment No. 1) Under the Securities Exchange Act of 1934 TMBR/SHARP DRILLING, INC. ------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE -------------------------------------- (Title of Class of Securities) 87257P 10 1 ----------- (CUSIP Number) PATRICIA R. ELLEDGE TMBR/SHARP DRILLING, INC. 4607 W. INDUSTRIAL MIDLAND, TEXAS 79703 TEL: (915) 699-5050 ------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 11, 2002 ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(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 ss.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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). (Continued on following pages) - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Roper Operations, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, SEE ITEM 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas, United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY -0- OWNED BY EACH --------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH 657,854, SEE ITEM 5 --------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 657,854, SEE ITEM 5 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 657,854, SEE ITEM 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.18%, SEE ITEM 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Roper Family Properties, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, SEE ITEM 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY -0- OWNED BY EACH --------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH 657,854, SEE ITEM 5 --------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 657,854, SEE ITEM 5 --------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 657,854, SEE ITEM 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.18%, SEE ITEM 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Patricia R. Elledge - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, SEE ITEM 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY 29,397, SEE ITEM 5 OWNED BY EACH --------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH -0- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 29,397, SEE ITEM 5 --------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,397, SEE ITEM 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.54%, SEE ITEM 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Judy Kathleen Roper Davis - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, SEE ITEM 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY 1,173, SEE ITEM 5 OWNED BY EACH --------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH -0- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,173, SEE ITEM 5 --------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,173, SEE ITEM 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%, SEE ITEM 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Jeanie Elisabeth Cornelius - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, SEE ITEM 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY 2,173, SEE ITEM 5 OWNED BY EACH --------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH -0- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,173, SEE ITEM 5 --------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,173, SEE ITEM 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04%, SEE ITEM 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Estate of Joe G. Roper - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO, SEE ITEM 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY 267,000, SEE ITEM 5 OWNED BY EACH --------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH -0- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 267,000, SEE ITEM 5 --------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,000, SEE ITEM 5 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.94%, SEE ITEM 5 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 7 The Schedule 13D of (i) Roper Family Properties, Ltd. and (ii) Roper Operations, Inc., dated May 16, 2000, is hereby amended by this Statement. This Statement also is the initial Schedule 13D of Patricia R. Elledge, Judy Kathleen Roper Davis, Jeanie Elisabeth Cornelius and the Estate of Joe G. Roper. ITEM 1. SECURITY AND ISSUER. The class of securities to which this Schedule 13D (this "Statement") relates is the common stock, par value $.10 per share (the "Common Stock"), of TMBR/Sharp Drilling, Inc., a Texas corporation ("TMBR"), whose address is 4607 W. Industrial Ave., Midland, Texas 79703. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by (i) Roper Family Properties, Ltd., (ii) Roper Operations, Inc., (iii) Patricia R. Elledge, (iv) Judy Kathleen Roper Davis, (v) Jeanie Elisabeth Cornelius, and (vi) the Estate of Joe G. Roper (collectively, the "Reporting Persons"). Roper Family Properties, Ltd., Patricia R. Elledge, Judy Kathleen Roper Davis, Jeanie Elisabeth Cornelius, and the Estate of Joe G. Roper are acting together as a group. The principal executive offices of Roper Operations, Inc. and Roper Family Properties, Ltd. are located at 2409 Never Bend Cove, Austin, Texas 78746. Roper Operations, Inc. is a corporation organized under the laws of Texas on April 18, 2000. Roper Operations, Inc. was organized for the purpose of serving as the sole general partner of Roper Family Properties, Ltd. Roper Family Properties, Ltd. is a limited partnership organized under the laws of Texas on April 18, 2000. Roper Family Properties, Ltd. was organized primarily for estate planning purposes for Joe G. Roper. The name, business address and principal occupation and address of employment of each executive officer, director and controlling person of Roper Operations, Inc. and Roper Family Properties, Ltd., is set forth in Exhibit A attached hereto and made a part hereof for all purposes. Neither Roper Family Properties, Ltd. nor, to its knowledge, any of the executive officers, directors or controlling persons of Roper Family Properties, Ltd. has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. Neither Roper Operations, Inc. nor, to its knowledge, any of the executive officers, directors or controlling persons of Roper Operations, Inc. has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. Neither Roper Family Properties, Ltd. nor, to its knowledge, any executive officer, director or controlling person of Roper Family Properties, Ltd. has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Roper Family Properties, Ltd. or any such other person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Neither Roper Operations, Inc. nor, to its knowledge, any executive officer, director or controlling person of Roper Operations, Inc. has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Roper Operations, Inc. or any such other person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The name, business address and principal occupation and address of employment of each other Reporting Person is set forth in Exhibit A attached hereto and made a part hereof for all purposes. None of the other Reporting Persons has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. None of the other Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 8 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION Roper Family Properties, Ltd., Patricia R. Elledge, Judy Kathleen Roper Davis, Jeanie Elisabeth Cornelius, and the Estate of Joe G. Roper are acting together as a group for the purpose of disposing of all shares of Common Stock of the issuer held by them in a privately negotiated transaction. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER TMBR presently has issued and outstanding a total of 5,400,186 shares of Common Stock. The group consisting of Roper Family Properties, Ltd., Patricia R. Elledge, Judy Kathleen Roper Davis, Jeanie Elisabeth Cornelius, and the Estate of Joe G. Roper is deemed to beneficially own all of the equity securities of the issuer beneficially owned by such persons. Accordingly, the group is deemed to be the beneficial owner of 957,597 shares of Common Stock, which represents approximately 17.73% of TMBR's issued and outstanding Common Stock. Roper Family Properties, Ltd. holds directly and is the beneficial owner of 657,854 shares of Common Stock, which represents approximately 12.18% of TMBR's issued and outstanding Common Stock. Roper Family Properties, Ltd. has sole voting and investment powers with respect to such shares of Common Stock. All decisions with regard to the investment, disposition and voting of the TMBR Common Stock beneficially owned by Roper Family Properties, Ltd. are made by a majority of the Board of Directors of Roper Operations, Inc., the general partner. Roper Family Properties, Ltd. disclaims beneficial ownership of all shares of Common Stock deemed to be beneficially owned by the group, except for 657,854 shares of Common Stock beneficially owned by Roper Family Properties, Ltd. The fact that the group has included all of the shares of Common Stock owned by each member of the group in this Statement shall not be deemed an admission that Roper Family Properties, Ltd. is the beneficial owner of all such shares. By virtue of its position as the general partner of Roper Family Properties, Ltd., Roper Operations, Inc. may also be deemed to be the indirect beneficial owner of the 657,854 shares of Common Stock that are owned and held directly by Roper Family Properties, Ltd. However, Roper Operations, Inc. disclaims beneficial ownership of all shares of Common Stock beneficially owned by Roper Family Properties, Ltd., except for 6,579 shares of Common Stock which are attributable to the 1% general partner interest owned by Roper Operations, Inc. in Roper Family Properties, Ltd. The fact that Roper Operations, Inc. has included all of the shares of Common Stock owned by Roper Family Properties, Ltd. in this Statement shall not be deemed an admission that Roper Operations, Inc. is the beneficial owner of all such shares. Patricia R. Elledge holds directly and is the beneficial owner of 29,397 shares of Common Stock, which represents approximately 0.54% of TMBR's issued and outstanding Common Stock. Patricia R. Elledge has sole voting and investment powers with respect to such shares of Common Stock. Patricia R. Elledge disclaims beneficial ownership of all shares of Common Stock deemed to be beneficially owned by the group, except for 29,397 shares of Common Stock beneficially owned by Patricia R. Elledge. The fact that the group has included all of the shares of Common Stock owned by each member of the group in this Statement shall not be deemed an admission that Patricia R. Elledge is the beneficial owner of all such shares. Judy Kathleen Roper Davis holds directly and is the beneficial owner of 1,173 shares of Common Stock, which represents approximately 0.02% of TMBR's issued and outstanding Common Stock. Judy Kathleen Roper Davis has sole voting and investment powers with respect to such shares of Common Stock. Judy Kathleen Roper Davis disclaims beneficial ownership of all shares of Common Stock deemed to be beneficially owned by the group, except for 1,173 shares of Common Stock beneficially owned by Judy Kathleen Roper Davis. The fact that 9 the group has included all of the shares of Common Stock owned by each member of the group in this Statement shall not be deemed an admission that Judy Kathleen Roper Davis is the beneficial owner of all such shares. Jeanie Elisabeth Cornelius holds directly and is the beneficial owner of 2,173 shares of Common Stock, which represents approximately 0.04% of TMBR's issued and outstanding Common Stock. Jeanie Elisabeth Cornelius has sole voting and investment powers with respect to such shares of Common Stock. Jeanie Elisabeth Cornelius disclaims beneficial ownership of all shares of Common Stock deemed to be beneficially owned by the group, except for 2,173 shares of Common Stock beneficially owned by Jeanie Elisabeth Cornelius. The fact that the group has included all of the shares of Common Stock owned by each member of the group in this Statement shall not be deemed an admission that Jeanie Elisabeth Cornelius is the beneficial owner of all such shares. The Estate of Joe G. Roper holds directly and is the beneficial owner of 267,000 shares of Common Stock, which represents approximately 4.94% of TMBR's issued and outstanding Common Stock. J. Mark Roper, the independent executor of the Estate of Joe G. Roper, has sole voting and investment powers with respect to such shares of Common Stock. The Estate of Joe G. Roper disclaims beneficial ownership of all shares of Common Stock deemed to be beneficially owned by the group, except for 267,000 shares of Common Stock beneficially owned by the Estate of Joe G. Roper. The fact that the group has included all of the shares of Common Stock owned by each member of the group in this Statement shall not be deemed an admission that the Estate of Joe G. Roper is the beneficial owner of all such shares. Although the number of shares of Common Stock beneficially owned by the Reporting Persons does not constitute a majority of the outstanding shares of Common Stock, the Reporting Persons may nonetheless beneficially own a sufficient number of shares of Common Stock to influence control of TMBR. To the best knowledge of the Reporting Persons, no executive officer or director of Roper Operations, Inc. or Roper Family Properties, Ltd. and no associate of Roper Operations, Inc. or Roper Family Properties, Ltd. owns or has a right to acquire, directly or indirectly, any shares of Common Stock, except that Patricia R. Elledge has direct beneficial ownership of 29,397 shares of TMBR Common Stock. Except as described in this Statement, no transactions in the Common Stock were effected during the past 60 days by (i) Roper Operations, Inc. or Roper Family Properties, Ltd. or, to their best knowledge, by any executive officer, director or affiliated person of Roper Operations, Inc. or Roper Family Properties, Ltd., or by any subsidiary of Roper Operations, Inc. or Roper Family Properties, Ltd. or by any executive officer, director or affiliated person of any such subsidiary or (ii) any other Reporting Person. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to a Stock Purchase Agreement dated as of June 11, 2002 by and among Patterson-UTI Energy, Inc. as Purchaser and Roper Family Properties, Ltd., Patricia R. Elledge, Judy Kathleen Roper Davis, Jeanie Elisabeth Cornelius, and the Estate of Joe G. Roper as Sellers (the "Agreement"), the Sellers have agreed, subject to the terms and conditions set forth in the Agreement, (i) to sell to the Purchaser an aggregate of 762,597 shares of TMBR Common Stock for $16.60 per share, or an aggregate purchase price of $12,659,110.20 and (ii) to grant the Purchaser an option to purchase up to an additional 195,000 shares of TMBR Common Stock (the "Option Securities") at any time, from time to time, in whole or in part as determined by the Purchaser, on or after October 26, 2002 but before December 16, 2002, at a price per share of $16.60. The Sellers may also require the Purchaser to purchase all or a portion of the Option Securities as determined by Sellers at any time, from time to time, on or after October 26, 2002 but before December 16, 2002 at a price per share of $16.60. 10 The scheduled closing date under the Agreement is June 14, 2002, or such other date as the Sellers and Purchaser may agree. If the closing occurs, the Sellers have agreed that from the closing until December 16, 2002, they shall either (i) vote the Option Securities as directed by the Purchaser or (ii) at the option of the Purchaser, deliver to the Purchaser an irrevocable proxy granting certain officers of the Purchaser the power to vote the Option Securities on any matter coming before the holders of Common Stock of TMBR. Each of the Sellers has agreed that, from the date of the Agreement until the earlier of its termination or December 16, 2002, such Seller will not dispose of any of the Option Securities or encumber any of the Option Securities. If the closing occurs, J. Mark Roper, a party to the Agreement though not a seller, has agreed to deliver at the closing an irrevocable proxy granting certain officers of the Purchaser the power to vote a number of shares of TMBR Common Stock owned by him, up to a maximum of 101,000 shares to be determined at the closing (the "Roper Proxy Shares"), on any matter coming before the holders of Common Stock of TMBR. This proxy expires December 16, 2002. In addition, (i) up to 31,000 of the Roper Proxy Shares shall automatically be released from the proxy if and when such shares are sold in unsolicited brokers transactions, (ii) any Roper Proxy Shares that are converted or exchanged for securities of the Purchaser shall be automatically released from the proxy and (iii) all Roper Proxy Shares shall be automatically released from the proxy if the Purchaser tenders all of its voting securities of TMBR to a third party. J. Mark Roper has agreed that, from the date of the Agreement until the earlier of its termination or December 16, 2002, he will not dispose of any of the Roper Proxy Shares, other than those shares that are released pursuant to the terms of the irrevocable proxy, or encumber any of the Roper Proxy Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A Name, residence address and present principal occupation and address of employment of each executive officer, director and controlling person of Roper Operations, Inc. and Roper Family Properties, Ltd., and current information regarding the Estate of Joe G. Roper. Exhibit B Stock Purchase Agreement by and among Patterson-UTI Energy, Inc. as Purchaser and Roper Family Properties, Ltd., Estate of Joe G. Roper, Patricia R. Elledge, Judy Kathleen Roper Davis and Jeanie Elisabeth Cornelius as Sellers dated as of June 11, 2002. Exhibit C Joint Filing Agreement. 11 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 12, 2002 ROPER FAMILY PROPERTIES, LTD., a Texas limited partnership By: ROPER OPERATIONS, INC., its General Partner By: /s/ J. Mark Roper ------------------------------- Name: J. Mark Roper Title: President ROPER OPERATIONS, INC. By: /s/ J. Mark Roper ------------------------------- Name: J. Mark Roper Title: President /s/ Patricia R. Elledge ----------------------------------- Patricia R. Elledge /s/ Judy Kathleen Roper Davis ----------------------------------- Judy Kathleen Roper Davis /s/ Jeanie Elisabeth Cornelius ----------------------------------- Jeanie Elisabeth Cornelius ESTATE OF JOE G. ROPER By: /s/ J. Mark Roper ------------------------------- J. Mark Roper, Independent Executor 12 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- A Name, residence address and present principal occupation and address of employment of each executive officer, director and controlling person of Roper Operations, Inc. and Roper Family Properties, Ltd., and current information regarding the Estate of Joe G. Roper. B Stock Purchase Agreement by and among Patterson-UTI Energy, Inc. as Purchaser and Roper Family Properties, Ltd., Estate of Joe G. Roper, Patricia R. Elledge, Judy Kathleen Roper Davis and Jeanie Elisabeth Cornelius as Sellers dated as of June 11, 2002. C Joint Filing Agreement.
EX-99.A 3 d97691a1exv99wa.txt ROPER OPERATIONS INC/ROPER FAMILY PROPERTIES INFO EXHIBIT A The table below sets forth the name, residence address and present principal occupation and address of employment of the executive officers, directors and controlling persons of Roper Operations, Inc. and Roper Family Properties, Ltd.
Present Position with Roper Operations, Inc and Roper Present Principal Occupation Name and Business Address Citizenship Family Properties, Ltd. and Address of Employment - ------------------------- ----------- ----------------------------- ------------------------------ Patricia R. Elledge U.S. Director, Vice President and Ms. Elledge is the Chief 4607 W. Industrial Stockholder of Roper Financial Officer, Controller, Midland, Texas 79703 Operations, Inc.; Limited Treasurer and Assistant Partner of Roper Family Secretary of TMBR/Sharp Properties, Ltd. Drilling, Inc. The address of TMBR/Sharp Drilling is 4607 W. Industrial, Midland, Texas 79703 J. Mark Roper U.S. Director, President and President of Roper 2409 Never Bend Cove Stockholder of Roper Homebuilding, Inc. d/b/a Roper Austin, Texas 78746 Operations, Inc.; Limited Interests. The address of Partner of Roper Family Roper Interests is 8140 N. Properties, Ltd. Mopac, II-240, Austin, Texas 78759 Jeanie Elisabeth Cornelius U.S. Director and Stockholder of School teacher, Weatherford, 1422 Old Brock Road Roper Operations, Inc.; Texas. The address of Ms. Weatherford, Texas 76088 Limited Partner of Roper Cornelius' employment is Family Properties, Ltd. Weatherford High School, 1007 South Main, Weatherford, Texas 76088. Judy Kathleen Roper U.S. Director and Stockholder of Employee at TMBR/Sharp 4607 W. Industrial Roper Operations, Inc.; Drilling, Inc. The address of Midland, Texas 79703 Limited Partner of Roper TMBR/Sharp Drilling is 4607 W. Family Properties, Ltd. Industrial, Midland, Texas 79703
The independent executor of the Estate of Joe G. Roper is J. Mark Roper. The address of J. Mark Roper is 2409 Never Bend Cove, Austin, Texas 78746. EX-99.B 4 d97691a1exv99wb.txt STOCK PURCHASE AGREEMENT EXHIBIT B STOCK PURCHASE AGREEMENT By and Among PATTERSON-UTI ENERGY, INC. as Purchaser and ROPER FAMILY PROPERTIES, LTD., Estate of Joe G. Roper, Patricia R. Elledge, Judy Kathleen Roper Davis and Jeanie Elisabeth Cornelius as Sellers Dated as of June 11, 2002 TABLE OF CONTENTS
Page 1. Purchase and Sale of Securities; Closing................................................................1 1.1 Purchase and Sale of Securities................................................................1 1.2 Closing........................................................................................1 2. Purchaser's Conditions of Closing.......................................................................2 2.1 Representations and Warranties.................................................................2 2.2 Purchase Permitted by Applicable Laws..........................................................2 2.3 Board Approval.................................................................................2 2.4 J. Mark Roper Irrevocable Proxy................................................................2 2.5 Compliance with Securities Laws................................................................2 2.6 No Adverse Action or Decision..................................................................2 2.7 No Shareholders Rights Plan; No Reduction in Outstanding Stock.................................2 3. Sellers' Conditions of Closing..........................................................................3 3.1 Representations and Warranties.................................................................3 3.2 Purchase Permitted by Applicable Laws..........................................................3 3.3 Purchase of Securities.........................................................................3 3.4 No Adverse Action or Decision..................................................................3 3.5 Compliance with Securities Laws................................................................3 4. Other Agreements........................................................................................3 4.1 Option.........................................................................................3 4.2 Put............................................................................................4 4.3 Voting Agreement; Irrevocable Proxy............................................................4 4.4 Agreement not to Transfer or Encumber Option Securities........................................4 4.5 No Change in Purchase Price....................................................................5 5. Representations and Warranties of the Sellers...........................................................5 5.1 Existence......................................................................................5 5.2 Power and Authority............................................................................5 5.3 Binding Obligations............................................................................5 5.4 Title to Securities and Option Securities......................................................5 5.5 No Adverse Action or Decision..................................................................5 5.6 No Other Representations and Warranties........................................................6
6. Representations, Warranties and Agreements of J. Mark Roper.............................................6 6.1 Title to Roper Proxy Shares....................................................................6 6.2 Authority; Binding Agreement...................................................................6 6.3 Agreement not to Transfer or Encumber Option Securities........................................6 6.4 No Rights Plan; No Reduction in Outstanding Stock..............................................7 6.5 No Other Representations and Warranties........................................................7 7. Representations and Warranties of Purchaser.............................................................7 7.1 Purchase for Investment........................................................................7 7.2 Power and Authority; Binding Obligation........................................................8 7.3 No Adverse Action or Decision..................................................................8 7.4 No Other Representations or Warranties.........................................................8 8. Termination, Amendment and Waiver.......................................................................8 8.1 Termination....................................................................................8 8.2 Effect of Termination.........................................................................10 9. Miscellaneous..........................................................................................10 9.1 Amendment.....................................................................................10 9.2 Spousal Consent...............................................................................10 9.3 Extension; Waiver.............................................................................10 9.4 Assignment....................................................................................10 9.5 Survival of Representations and Warranties....................................................10 9.6 Successors and Assigns; No Third Party........................................................11 9.7 Notices.......................................................................................11 9.8 Descriptive Headings..........................................................................12 9.9 Governing Law; Consent to Jurisdiction........................................................12 9.10 Remedies......................................................................................12 9.11 Entire Agreement..............................................................................12 9.12 Severability..................................................................................12 9.13 Counterparts..................................................................................12 9.14 Brokerage.....................................................................................13 9.15 Attorneys' Fees...............................................................................13
-2- STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of June 11, 2002, by and among Patterson-UTI Energy Inc., a Delaware corporation (the "Purchaser"), and Roper Family Properties, Ltd., a Texas limited partnership (the "Partnership"), Estate of Joe G. Roper, Patricia R. Elledge, Judy Kathleen Roper Davis and Jeanie Elisabeth Cornelius (collectively, with the Partnership, the "Sellers"). RECITALS WHEREAS, the Purchaser desires to purchase from the Sellers, and the Sellers desire to sell to the Purchaser, subject to the terms and conditions set forth herein, an aggregate of 957,597 shares of common stock, $.10 par value per share (including the "Option Securities" as defined below) ("Common Stock"), of TMBR/Sharp Drilling, Inc., a Texas corporation (the "Company"); and WHEREAS, the Purchaser and the Sellers wish to enter into certain other agreements related to the shares of Common Stock owned, directly or indirectly, by the Sellers; NOW, THEREFORE, in consideration of the recitals and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: AGREEMENTS 1. PURCHASE AND SALE OF SECURITIES; CLOSING. 1.1 Purchase and Sale of Securities. Subject to the terms and conditions herein set forth, the Sellers agree to sell to the Purchaser and the Purchaser agrees to purchase from the Sellers, an aggregate of 762,597 shares of Common Stock (the "Securities"), in the individual amounts set forth in Schedule 1 to this Agreement, for $16.60 per share, or an aggregate cash purchase price of $12,659,110.20 (the "Purchase Price"). 1.2 Closing. The purchase and delivery of the Securities shall take place at a closing (the "Closing") to be held at the offices of Fulbright & Jaworski L.L.P., Houston, Texas, at 10:00 a.m., local time, on the third business day following the date first written above, or at such other time and place or on such other business day thereafter as the parties hereto may agree (herein called the "Closing Date"). On the Closing Date, (a) the Sellers will deliver to the Purchaser (i) original certificates evidencing the Securities which are certificated and held of record by the Sellers, together with appropriate stock powers, and, (ii) with respect to the Securities that are held by a broker in an account for the benefit of the Sellers, irrevocable instructions to such broker to transfer such Securities to the Purchaser together with appropriate stock powers against (b) receipt of the purchase price therefor by the Sellers by wire transfer of immediately available funds to an account or accounts designated by the Sellers in writing to the Purchaser within one business day of the date hereof, or by such other payment method as is mutually agreed to by the Purchaser and the Sellers. -1- 2. PURCHASER'S CONDITIONS OF CLOSING. The Purchaser's obligation to purchase and pay for the Securities is subject to the satisfaction or waiver, on or before the Closing Date, of the conditions precedent contained in this Section 2. 2.1 Representations and Warranties. The representations and warranties contained in Sections 5 and 6 hereof shall be true and correct on and as of the Closing Date, except to the extent of changes caused by the transactions herein contemplated; and the Sellers shall have delivered to the Purchaser a certificate of a duly authorized officer of the general partner of the Partnership and of each of the other Sellers as to Section 5, dated the Closing Date, to such effect and J. Mark Roper shall have delivered to the Purchaser a certificate as to Section 6. 2.2 Purchase Permitted by Applicable Laws. The purchase of and payment for the Securities shall not be prohibited by any applicable law or governmental regulation. 2.3 Board Approval. The Board of Directors of the Purchaser shall have approved this Agreement and the transactions contemplated hereby. 2.4 J. Mark Roper Irrevocable Proxy. At closing, J. Mark Roper shall have delivered an irrevocable proxy to John E. Vollmer, III and Mark S. Siegel, Senior Vice President and Chairman of the Board, respectively, of the Purchaser, in substantially the form attached to this Agreement as Exhibit B pursuant to Section 4.3(b) of this Agreement.. 2.5 Compliance with Securities Laws. The offer and sale of the Securities under this Agreement shall have complied with all applicable requirements of federal and state securities laws. 2.6 No Adverse Action or Decision. There shall be no legal action, suit, investigation or proceeding pending, or to the Purchaser's actual knowledge, threatened, against or affecting the Purchaser or the Company or any of their respective properties or rights, or any of their respective affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement or (b) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction. 2.7 No Shareholders Rights Plan; No Reduction in Outstanding Stock. The Company shall not have adopted a plan, commonly referred to as a Shareholders' Rights Plan (a "Rights Plan"), which would have the effect of diluting the value of the Securities and the Option Securities owned by the Purchaser as compared with the rights of other holders of Common Stock, and the number of outstanding shares of Common Stock shall not be more than 25,000 shares less than that reported in the last quarterly report on Form 10-Q filed by the Company with the Securities and Exchange Commission. -2- 3. SELLERS' CONDITIONS OF CLOSING. The Sellers' obligations to sell the Securities hereunder are subject to the satisfaction or waiver, on or before the Closing Date, of the conditions precedent contained in this Section 3. 3.1 Representations and Warranties. The representations and warranties contained in Section 7 of shall be true and correct on and as of the Closing Date; and the Purchaser shall have delivered to the Sellers a certificate, dated the Closing Date, to such effect. 3.2 Purchase Permitted by Applicable Laws. The purchase of and payment for the Securities shall not be prohibited by any applicable law or governmental regulation. 3.3 Purchase of Securities. The Purchaser shall have purchased and paid for the Securities. 3.4 No Adverse Action or Decision. There shall be no action, suit, investigation or proceeding pending, or to the Sellers' actual knowledge, threatened, against or affecting the Sellers or the Company or any of their respective properties or rights, or any of their respective affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (a) seeks to restrain, enjoin, prevent the consummation of or otherwise adversely affect the transactions contemplated by this Agreement or (b) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction. 3.5 Compliance with Securities Laws. The offer and sale of the Securities under this Agreement shall have complied with all applicable requirements of federal and state securities laws. 4. OTHER AGREEMENTS. 4.1 Option. The Sellers hereby grant to the Purchaser an option (the "Option") to purchase, subject to the immediately following sentence, up to an additional 195,000 shares of Common Stock (the "Option Securities") at any time, from time to time, in whole or in part (as determined by Purchaser), on or after October 26, 2002 at a price per share of $16.60. The Option expires at the earlier of the termination of this Agreement and 5:00 p.m., Central Time, on December 16, 2002. The Sellers shall sell, and the Purchaser shall purchase with immediately available funds, any Option Securities as to which the Purchaser has notified the Sellers that it elects to purchase under the Option within two business days of the Sellers' receipt of the Purchaser's written notice of intent to exercise. For purposes of this Agreement, the Option Securities shall include (a) any stock, securities or assets into which or for which the shares of Common Stock initially constituting the Option Securities shall have been converted or exchanged and (b) any cash, shares of capital stock, other securities or assets of the Company which have been declared and issued as a dividend or other distribution in respect of the Option Securities. Time is of the essence with regard to this Section 4.1. -3- 4.2 Put. At any time, from time to time, on or after October 26, 2002, the Sellers may request that the Purchaser, and the Purchaser shall purchase at a price per share of $16.60 all or a portion (as determined by the Sellers) of the Option Securities (the "Put"). The Put expires at 5:00 p.m., Central Time, on December 16, 2002. The Purchaser shall purchase the Option Securities under the Put and deliver payment of the applicable purchase price therefor in immediately available funds to the Sellers within two business days of receipt of the Sellers written notice of intent to exercise the Put. Time is of the essence with regard to this Section 4.2. 4.3 Voting Agreement; Irrevocable Proxy. (a) Sellers. If Closing occurs, then from the Closing Date until 5:00 p.m., Central Time, on December 16, 2002, the Sellers (i) shall vote, and shall cause any holder of record of the Option Securities to vote on any matter in which the holders of the Option Securities are entitled to vote the total number of Option Securities then remaining exercisable under the Option as directed by the Purchaser or (ii), at the option of the Purchaser, shall deliver to John E. Vollmer, III and Mark S. Siegel, Senior Vice President and Chairman of the Board, respectively, of the Purchaser, a proxy in substantially the form attached to this Agreement as Exhibit A, which proxy shall be irrevocable to the extent permitted by law, with the total number of Option Securities correctly indicated thereon. (b) J. Mark Roper. If the Closing occurs, then at the Closing, J. Mark Roper shall deliver to John E. Vollmer, III and Mark S. Siegel, Senior Vice President and Chairman of the Board, respectively, of the Purchaser, an irrevocable proxy in the form attached to this Agreement as Exhibit B with a number of shares of Common Stock correctly indicated thereon as shall be requested by the Purchaser on or before the Closing Date, up to a maximum of 101,000 shares. 4.4 Agreement not to Transfer or Encumber Option Securities. Each of the Sellers agrees that, from the date of this Agreement until the earlier of the termination and December 16, 2002, such Seller will not, and will not permit any entity controlled by such Seller to, (a) contract to sell, sell or otherwise transfer or dispose of any of the Option Securities or any interest therein or any voting rights with respect thereto, other than with the Purchaser's prior written consent or (b) encumber any of the Option Securities. Within five business days after the Closing Date, the Sellers shall cause to be placed on each certificate representing the Option Securities a legend reflecting the option granted pursuant to Section 4.1 of this Agreement and the voting agreement and irrevocable proxy granted pursuant to Section 4.3(a) of this Agreement. If any Option Securities remain unexercised upon expiration of the Option and the Put, the Purchaser shall cooperate with the Sellers to cause to be removed the legend referenced in the immediately preceding sentence. -4- 4.5 No Change in Purchase Price. The Sellers acknowledge and agree that notwithstanding any future purchases of shares of Common Stock by the Purchaser from other holders after the date of this Agreement at a price per share that is different than the per share Purchase Price or the per share purchase price under the Option or the per share price under the Put, none of the Purchase Price, the per share purchase price under the Option or the per share purchase price under the Put shall change. 5. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. The Sellers represent and warrant to the Purchaser as of the date hereof and as of the Closing Date that: 5.1 Existence. The Partnership is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Texas. Roper Operations, Inc. is the sole general partner of the Partnership and is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. J. Mark Roper is the sole independent executor of the Estate of Joe G. Roper. 5.2 Power and Authority. The Partnership has the requisite limited partnership power and authority and each of the other Sellers has the authority to execute, deliver, and perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby. All action on the part of the Partnership and the Estate of Joe G. Roper requisite for the sale and delivery, against payment therefor, of the Securities and for the due execution, delivery, and performance of this Agreement has been duly and effectively taken. 5.3 Binding Obligations. This Agreement is a legal, valid and binding obligation of the Sellers enforceable in accordance with its terms (except that enforcement may be subject to (a) any applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors' rights (b) general principles in equity regardless of whether such enforcement is sought in a proceeding in equity or at law). 5.4 Title to Securities and Option Securities. Each of the Sellers owns the Securities listed opposite his, her or its name in Schedule 1 to this Agreement, and the Option Securities set forth opposite his, her or its name in Schedule 1 to this Agreement and that are the subject of the Option and the Put, free and clear of any pledge, hypothecation, assignment, lien, charge, claim, security interest, option, preference, restriction (except under securities laws and as contemplated by Section 7.1 of this Agreement), priority or other preferential arrangement of any kind or nature whatsoever thereon or affecting the title thereto. Each of the Sellers has owned the Securities for at least one year (except that 10,000 of the Securities were acquired on January 25, 2002 and 62,000 of the Securities were acquired on October 25, 2001) and the Option Securities were acquired on October 25, 2001. 5.5 No Adverse Action or Decision. To the current actual knowledge of any of the Sellers, there is no action, suit, investigation or proceeding pending or threatened against or affecting any of the Sellers or the Company or any of -5- their respective properties or rights, or any of their respective affiliates, officers or directors, before any court, arbitrator, administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement or (b) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction; provided, however, that with respect to the representation in this Section 5.5 as to a Seller's current actual knowledge of any action, suit, investigation or proceeding pending or threatened against or affecting the Company, such representation is made severally as to such Seller. 5.6 No Other Representations and Warranties. Except as set forth in this Agreement, the Sellers make no other representations or warranties to the Purchaser. 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF J. MARK ROPER. 6.1 Title to Roper Proxy Shares. J. Mark Roper represents and warrants to the Purchaser that he is the record holder of at least 101,000 shares of Common Stock, all or a portion of which will be the subject of the irrevocable proxy to be delivered by him pursuant to Section 2.4 of this Agreement (the "Roper Proxy Shares"), that he owns such shares free and clear of any pledge, hypothecation, assignment, lien, charge, claim, security interest, option, preference, restriction (except under securities laws and as contemplated by Section 7.1 of this Agreement), priority or other preferential arrangement of any kind or nature whatsoever thereon or affecting the title thereto and that he has owned such shares for at least one year. 6.2 Authority; Binding Agreement. J. Mark Roper represents and warrants to the Purchaser that he has the requisite authority to execute, deliver, and perform his obligations under this Agreement and to deliver the irrevocable proxy in respect of the Roper Proxy Shares hereunder and that this Agreement is a legal, valid and binding obligation of his enforceable in accordance with its terms (except that enforcement may be subject to (a) any applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors' rights (b) general principles in equity regardless of whether such enforcement is sought in a proceeding in equity or at law). 6.3 Agreement not to Transfer or Encumber Option Securities. J. Mark Roper agrees that, from the date of this Agreement until the earlier of the termination of this Agreement and December 16, 2002, he will not, and will not permit any entity controlled by him to, (a) contract to sell, sell or otherwise transfer or dispose of any of the Roper Proxy Shares or any interest therein or any voting rights with respect thereto, other than those shares that are released from the irrevocable proxy pursuant to the terms thereof or with the Purchaser's prior written consent or (b) encumber any of the Roper Proxy Shares. Within five business days after the Closing Date, J. Mark Roper shall cause to be placed on each certificate representing 70,000 of the Roper Proxy Shares a legend reflecting the irrevocable proxy granted pursuant to this Agreement. At the earlier of the termination of this Agreement and the expiration of the irrevocable proxy in -6- respect of the Roper Proxy Shares, the Purchaser shall cooperate with J. Mark Roper to cause to be removed the legend referenced in the immediately preceding sentence. 6.4 No Rights Plan; No Reduction in Outstanding Stock. J. Mark Roper represents and warrants to the Purchaser that to his actual knowledge the Company has not adopted a Rights Plan and the number of shares of Common Stock outstanding at present equals or exceeds the number reported as outstanding in the last quarterly report on Form 10-Q filed by the Company with the Securities and Exchange Commission. 6.5 No Other Representations and Warranties. Except as set forth in this Agreement, J. Mark Roper makes no other representations or warranties to the Purchaser. 7. REPRESENTATIONS AND WARRANTIES OF PURCHASER. The Purchaser represents and warrants to the Sellers that: 7.1 Purchase for Investment. (a) The Purchaser is acquiring the Securities for its own account and not with a view to the public resale or distribution of all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (b) The Purchaser acknowledges that the Securities have not been registered under the Securities Act. (c) The Purchaser is an "accredited investor" within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, is experienced in evaluating investments in companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the entire economic risk of his investment. (d) The Purchaser acknowledges that the Securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. (e) The Purchaser agrees that the Shares shall bear legends in substantially the following form or such other form as may be required by applicable law: -7- "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF LEGAL COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO LEGAL COUNSEL FOR THE COMPANY." 7.2 Power and Authority; Binding Obligation. The Purchaser has all requisite capacity and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement is a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms (except that enforcement may be subject to (a) any applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors' rights (b) general principles in equity regardless of whether such enforcement is sought in a proceeding in equity or at law, and except to the extent enforceability of the indemnification provisions may be limited under applicable securities laws). 7.3 No Adverse Action or Decision. To the current actual knowledge of the Purchaser, there is no action, suit, investigation or proceeding pending or threatened against or affecting either the Purchaser or the Company or any of their respective properties or rights, or any of their respective affiliates, officers or directors, before any court, arbitrator, administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement or (b) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction. 7.4 No Other Representations or Warranties. Except as set forth in this Agreement, the Purchaser makes no other representations or warranties to the Sellers. 8. TERMINATION, AMENDMENT AND WAIVER. 8.1 Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the Purchaser and the Sellers; (b) by either the Purchaser or the Sellers; -8- (i) if the Closing shall not have occurred on or before June 21, 2002, unless the failure to consummate the transaction contemplated by this Agreement is the result of a material breach of this Agreement by the party seeking to terminate this Agreement; provided, that such date shall be July 10, 2002 only if the failure to consummate the transaction contemplated by this Agreement is a result of a condition in Section 2.6 or 3.4 not being met; and provided, further, that with respect to this Section 8.1(b)(i), time is of the essence; (ii) if any permanent injunction or other order of a court or other competent authority preventing the consummation of the transactions contemplated by this Agreement shall have become final and nonappealable; or (iii) if the Board of Directors of the Purchaser shall not have approved this Agreement in its entirety by 6:00 p.m., Central Time, on the second business day following the date first written above and the secretary or assistant secretary of the Purchaser shall not have delivered to the Sellers on or before the third business day following the date first written above a certificate certifying to the resolutions adopted by the Board of Directors of the Purchaser in respect of such approval; provided that with respect to this Section 8.1(b)(iii), time is of the essence. (c) by the Purchaser, if any of the Sellers breaches any of their representations or warranties herein or fails to perform in any material respect any of their covenants, agreements or obligations under this Agreement; (d) by the Sellers, if the Purchaser breaches any of its representations or warranties herein or fails to perform in any material respect any of its covenants, agreements or obligations under this Agreement; and (e) by the Sellers, by written notice to the Purchaser, if the Closing has not occurred because the condition set forth in Section 2.6 has not been satisfied as a result of the Purchaser being aware of an oral threat as set forth in Section 2.6 and such oral -9- threat is not made in writing within seven days after the Purchaser first became aware of such oral threat. 8.2 Effect of Termination. In the event of termination of this Agreement by either the Sellers or the Purchaser, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Purchaser or the Sellers. 9. MISCELLANEOUS. 9.1 Amendment. This Agreement may be amended in writing by the parties hereto at any time. No party to this Agreement shall have any authority to amend this Agreement unless such amendment is in an instrument in writing signed on behalf of each of the parties. 9.2 Spousal Consent. The spouses of each Seller who is married also are executing this Agreement. By executing this Agreement, each of such spouses (a) acknowledges that he or she knows of the contents of this Agreement, (b) consents to the entering into of this Agreement by his or her spouse and (c) agrees that this Agreement shall be binding upon such spouse to the extent of his or her community property interest, if any. 9.3 Extension; Waiver. At any time prior to the Closing Date, the parties may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or the other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive compliance of the other parties with any of the agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. 9.4 Assignment. This Agreement shall not be assigned by operation of law or otherwise, and any attempt at assignment shall be void; provided, however, that the Purchaser may transfer or assign, in whole or from time to time in part, to one or more of its Affiliates, its rights under this Agreement, but no such transfer or assignment will relieve the Purchaser of its obligations under this Agreement. For purposes of this Section 9.4, the term "Affiliate" means, with respect to the Purchaser, any other individual, corporation, partnership, limited liability company, association, trust or other entity or organization directly or indirectly controlling, controlled by or under common control with the Purchaser. 9.5 Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by or on behalf of any party to this Agreement in connection herewith shall survive the execution and delivery of this Agreement. -10- 9.6 Successors and Assigns; No Third Party. All covenants and agreements in this Agreement contained by or on behalf of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto and, to the extent provided in this Agreement. Subject to the foregoing, nothing in this Agreement shall confer upon any person or entity not a party to this Agreement, or the legal representatives of such person or entity, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. 9.7 Notices. All communications provided for hereunder shall be (a) in writing, (b) effective (i) upon receipt if delivered personally, (ii) three business days after the date of postmark by the United States Postal Service when mailed by registered or certified mail, return receipt requested, postage paid, (iii) the next business day following delivery to a reputable overnight courier service, or (iv) upon receipt if sent by facsimile transmission and confirmed, and (c) addressed as follows: If to the Purchaser: Patterson-UTI Energy, Inc. 4510 West Highway 180 (La Mesa Highway) Snyder, Texas 79459 Facsimile No.: 915/574-6307 Confirmation No.: 915/574-6300 Attention: Chief Executive Officer With a copy to: Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, Texas 77010 Facsimile No.: 713/651-5246 Confirmation No.: 713/651-5427 Attention: Michael W. Conlon If to the Sellers, to: c/o Roper Operations, Inc. 2409 Never Bend Cove Austin, Texas 78746 Facsimile No.: 512/306-1615 Confirmation No.: 512/342-8811 Attention: J. Mark Roper -11- With a copy to: Armbrust & Brown, L.L.P. 100 Congress Avenue, Suite 1300 Austin, Texas 78701 Facsimile No.: 512/435-2360 Confirmation No.: 512/435-2302 Attention: Frank B. Brown or to such other address with respect to any party as such party shall notify the other in writing. Within 5 days after the date of such mailing (save for any postal interruption) such communication shall be deemed to have been received. 9.8 Descriptive Headings. The descriptive headings of the several Paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 9.9 Governing Law; Consent to Jurisdiction. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Texas without giving effect to the choice of law or conflicts principles thereof. Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of Texas or of the United States of America for the Northern District of Texas, and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Purchaser and each of the Sellers irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to its address set forth herein, such service to become effect 30 days after such mailing. Nothing herein shall affect the right of the Sellers or the Purchaser to serve process in any other manner permitted by law. 9.10 Remedies. In case any one or more of the covenants or agreements set forth in this Agreement shall have been breached by the Sellers or the Purchaser, the Sellers or the Purchaser, as applicable, may proceed to protect and enforce its or their rights either by suit in equity or by action at law or both, including, without limitation, specific performance. 9.11 Entire Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto contain the entire agreement among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or understandings with respect thereto. 9.12 Severability. Any provisions of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 9.13 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but which together shall constitute a single agreement. -12- 9.14 Brokerage. Each party hereto will indemnify and hold harmless the others against and in respect of any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements or understandings made or claimed to have been made by such party with any third party. 9.15 Attorneys' Fees. Each party shall be responsible for his, her or its own attorneys' fees with respect to (a) the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby and (b) claims, if any, made by any third party with respect to any consummation of or performance of this Agreement, except for the costs and expenses, including attorneys' fees, of enforcing a party's rights or otherwise obtaining a remedy under this Agreement for breach of this Agreement by the other party. -13- IN WITNESS WHEREOF, the parties hereto caused this Agreement to be duly executed and delivered as of the date first above written. SELLERS Roper Family Properties, Ltd. By Roper Operations, Inc., its general partner By: /s/ J. Mark Roper ---------------------------------------- Name: J. Mark Roper Title: President Estate of Joe G. Roper By: /s/ J. Mark Roper ---------------------------------------- J. Mark Roper, Independent Executor /s/ Patricia R. Elledge ------------------------------------------- Patricia R. Elledge /s/ Judy Kathleen Roper Davis ------------------------------------------- Judy Kathleen Roper Davis /s/ Jeanie Elisabeth Cornelius ------------------------------------------- Jeanie Elisabeth Cornelius -14- SPOUSES: /s/ Mark W. Elledge ------------------------------------------- Mark W. Elledge /s/ Michael L. Davis ------------------------------------------- Michael L. Davis /s/ Kerry L. Cornelius ------------------------------------------- Kerry L. Cornelius /s/ J. Mark Roper ------------------------------------------- J. Mark Roper, in his individual capacity for purposes of Sections 2.4, 4.3(b), 6 and 9. -15- PURCHASER Patterson-UTI Energy Inc. By: /s/ John E. Vollmer III ---------------------------------------- Name: John E. Vollmer III Title: Senior Vice President -16- EXHIBIT A FORM OF IRREVOCABLE PROXY The undersigned, for consideration received, hereby appoints John E. Vollmer, III, Senior Vice President of Patterson-UTI Energy Inc. (the "Purchaser") and Mark S. Siegel, the Chairman of the Board of the Purchaser, and each of them, the undersigned's proxy, with power of substitution, to vote _________ shares of common stock, par value $.10 per share (the "Common Stock"), of TMBR/Sharp Drilling, Inc. (the "Company") on any matter coming before the holders of Common Stock of the Company. This proxy (a) expires December 16, 2002 and (b) is entered into in connection with that certain Stock Purchase Agreement, dated June __, 2002 between the Purchaser and the undersigned and the other Sellers named therein and is coupled with an interest and is irrevocable. For purposes of this irrevocable proxy, the Common Stock shall be deemed to include any stock or securities into or for which the Common Stock may be converted or exchanged. Dated this ________ day of _________, 2002. ------------------------------------------- (Signature of Shareholder) -17- EXHIBIT B FORM OF IRREVOCABLE PROXY The undersigned, for consideration received, hereby appoints John E. Vollmer, III, Senior Vice President of Patterson-UTI Energy Inc. (the "Purchaser") and Mark S. Siegel, the Chairman of the Board of the Purchaser, and each of them, the undersigned's proxy, with power of substitution, to vote up to _________ shares of common stock, par value $.10 per share (the "Common Stock"), of TMBR/Sharp Drilling, Inc. (the "Company") on any matter coming before the holders of Common Stock of the Company. This proxy (a) expires December 16, 2002 and (b) is entered into in connection with that certain Stock Purchase Agreement, dated June 11, 2002 between the Purchaser and the undersigned and the Sellers named therein and is coupled with an interest and is irrevocable. In addition, (a) up to 31,000 shares of the Common Stock subject to this irrevocable proxy shall automatically be released from this proxy if and when such shares are sold in unsolicited brokers transactions within the meaning of rule 144 of the rules and regulations of the Securities and Exchange Commission, (b) any shares of Common Stock subject to this irrevocable proxy that shall have been converted into or exchanged for securities of the Purchaser shall automatically be released from this proxy and (c) in the event that the Purchaser tenders all of its voting securities of the Company to a third party, all shares of Common Stock subject to this irrevocable proxy shall automatically be released. The number of shares of Common Stock subject to this irrevocable proxy may be reduced at any time, from time to time, by either Mr. Vollmer or Mr. Siegel, by written notice to the undersigned. For purposes of this irrevocable proxy, the Common Stock shall be deemed to include any stock or securities into or for which the Common Stock may be converted or exchanged. Dated this ________ day of June, 2002. -------------------------------- J. Mark Roper -18- SCHEDULE 1 SECURITIES OWNED BY SELLERS
Name of Seller Number of Securities Number of Option Securities Total - -------------- -------------------- --------------------------- ----- Roper Family Properties, Ltd. 657,854 -- 657,854 Estate of Joe G. Roper 72,000 195,000 267,000 Patricia R. Elledge 29,397 -- 29,397 Judy Kathleen Roper Davis 1,173 -- 1,173 Jeanie Elisabeth Cornelius 2,173 -- 2,173 Total 762,597 195,000 957,597
-19- EX-99.C 5 d97691a1exv99wc.txt JOINT FILING AGREEMENT EXHIBIT C JOINT FILING AGREEMENT The undersigned, and each of them, do hereby agree and consent to the filing of a single statement on behalf of all of them on Schedule 13D and amendments thereto, in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended. Dated: June 12, 2002 ROPER FAMILY PROPERTIES, LTD., a Texas limited partnership By: ROPER OPERATIONS, INC., its General Partner By: /s/ J. Mark Roper ----------------------------------- Name: J. Mark Roper Title: President ROPER OPERATIONS, INC. By: /s/ J. Mark Roper ----------------------------------- Name: J. Mark Roper Title: President /s/ Patricia R. Elledge --------------------------------------- Patricia R. Elledge /s/ Judy Kathleen Roper Davis --------------------------------------- Judy Kathleen Roper Davis /s/ Jeanie Elisabeth Cornelius --------------------------------------- Jeanie Elisabeth Cornelius ESTATE OF JOE G. ROPER By: /s/ J. Mark Roper ----------------------------------- J. Mark Roper, Independent Executor -----END PRIVACY-ENHANCED MESSAGE-----