SC 13D/A

0000950123-08-008901.txt : 20080806 0000950123-08-008901.hdr.sgml : 20080806 20080806100643 ACCESSION NUMBER: 0000950123-08-008901 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 GROUP MEMBERS: CHARLES E. DAVIDSON GROUP MEMBERS: JOSEPH M. JACOBS GROUP MEMBERS: WEXFORD ALPHA TRADING LIMITED GROUP MEMBERS: WEXFORD CATALYST INVESTORS LLC GROUP MEMBERS: WEXFORD SPECTRUM TRADING LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bronco Drilling Company, Inc. CENTRAL INDEX KEY: 0001328650 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 202902156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80976 FILM NUMBER: 08993589 BUSINESS ADDRESS: STREET 1: 16217 NORTH MAY AVENUE CITY: EDMOND STATE: OK ZIP: 73013 BUSINESS PHONE: 405.242.4444 MAIL ADDRESS: STREET 1: 16217 NORTH MAY AVENUE CITY: EDMOND STATE: OK ZIP: 73013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LLC CENTRAL INDEX KEY: 0001048462 IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SC 13D/A 1 y64915a3sc13dza.htm AMENDMENT #3 TO SCHEDULE 13D SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

BRONCO DRILLING COMPANY, INC.

(Name of Issuer)

Shares of Common Stock, par value $.01 per share
(Title of Class of Securities)

112211107
(CUSIP Number)

Arthur H. Amron, Esq.
Wexford Capital LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

— with copies to —
Gregg Berman, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, NY 10103
(212) 318-3000

August 5, 2008
(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 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 other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 112211107		Page 2

This Amendment No. 3 to Schedule 13D modifies and supplements the Schedule 13D initially filed on July 25, 2008, as amended (the “Statement”), with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Bronco Drilling Company, Inc. (the “Company”). Except to the extent supplemented by the information contained in this Amendment No. 3, the Statement, as previously amended and as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 4. Purpose of Transaction.

The third paragraph of Item 4 of the Statement is hereby amended by the addition of the following:

On August 5, 2008 the Reporting Persons issued a press release regarding the Merger Agreement. A copy of that press release is attached hereto as Exhibit 99.5.

Item 7. Materials to be filed as exhibits

Item 7 of the Statement is hereby amended by the addition of the following:

Exhibit 99.5 Press Release from Wexford Capital LLC dated August 5, 2008

* * * * *


CUSIP No. 112211107		Page 3

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 3 is true, complete and correct.

Dated: August 5, 2008


		WEXFORD ALPHA TRADING LIMITED

		By:		/s/ Arthur Amron

		Name:		Arthur Amron
		Title:		Vice President

		WEXFORD CATALYST INVESTORS LLC

		By:		/s/ Arthur Amron

		Name:		Arthur Amron
		Title:		Vice President and Assistant Secretary

		WEXFORD SPECTRUM TRADING LIMITED

		By:		/s/ Arthur Amron

		Name:		Arthur Amron
		Title:		Vice President

		WEXFORD CAPITAL LLC

		By:		/s/ Arthur Amron

		Name:		Arthur Amron
		Title:		Partner and Secretary

		/s/ Charles E. Davidson

		Charles E. Davidson

		/s/ Joseph M. Jacobs

		Joseph M. Jacobs


CUSIP No. 112211107		Page 4

Exhibit Index


Exhibit 99.5		Press Release from Wexford Capital LLC dated August 5, 2008

EX-99.5 2 y64915a3exv99w5.htm EX-99.5: PRESS RELEASE EX-99.5

ISS Governance Services Recommends Bronco Drilling Shareholders Vote Against Proposed Merger with Allis-Chalmers Energy

ISS Joins Large Shareholders, Proxy Advisory Firms and Wall Street Analysts in View that Allis-Chalmers Merger in not in the Best Interests of Bronco Shareholders

Greenwich, CT (PR NEWSWIRE) August 5, 2008 — Wexford Capital LLC announced today that ISS Governance Services (“ISS”), a leading proxy voting and corporate governance firm, issued a report on August 4, 2008 recommending that shareholders of Bronco Drilling Company, Inc. (Nasdaq/GM:BRNC) vote AGAINST the proposed merger with Allis-Chalmers Energy Inc. (NYSE:ALY).

ISS believes that “based on the current share price and the fixed exchange ratio, the current offer undervalues BRNC.” Their report further states:

“In conclusion, given the relatively restricted sale process; re-rating of the sector as reflected in the significant share price increases and upward revisions in EBITDA estimates for the peer group since announcement of the initial merger transaction; valuation analysis which indicates that BRNC’s stand-lone value is greater than that implied by the current offer price; and the fact that BRNC’s stock price is trading marginally above the offer price, we recommend shareholders vote AGAINST the proposed merger transaction.”

ISS joins a growing number of shareholders, proxy advisory firms and Wall Street analysts that believe the proposed merger with Allis-Chalmers is not in the best interest of Bronco’s shareholders:

	•		On April 8, 2008, Third Avenue Management LLC, Bronco’s largest shareholder and the owner of approximately 23.4% of Bronco’s common stock, wrote Bronco’s CEO & Chairman stating: “In light of our strong belief in the future prospects of Bronco, we believe that the proposed merger price is woefully inadequate. Without significant improvement in the consideration being offered to Bronco’s shareholders, we believe that Bronco should remain a stand alone company.” (Third Avenue’s letter was filed as an exhibit to its April 8, 2008 Schedule 13D Amendment No. 2.)

	•		On July 29, 2008 Wexford Capital LLC, an owner of approximately 12.8% of Bronco’s common stock, wrote Bronco’s board of directors reiterating its opposition to the proposed merger. Wexford’s letter stated: “Our view that the Merger is not in the best interests of Bronco and its shareholders is based on numerous facts... We believe the Merger significantly undervalues Bronco. In our view Bronco should be worth $25-30/share, a substantial premium to the approximately $17/share value offered in the Merger.” (Wexford’s letter was filed as an exhibit to its July 30, 2008 Schedule13D Amendment No. 1.)

	•		On April 25, 2008, Alpine Associates, an owner of approximately 6.1% of Bronco’s common stock, wrote Bronco’s board of directors advising them of Alpine’s objection to the proposed merger, stating: “we believe that the price

			being offered to Bronco’s shareholders by Allis-Chalmers is inadequate.” (Alpine’s letter was filed as an exhibit to its April 25, 2008 Schedule 13D Amendment No. 1.)

	•		On July 30, 2008, Proxy Governance Inc., an independent proxy advisory firm, issued a report recommending that Bronco shareholders vote against the proposed merger with Allis-Chalmers. The report concluded: “We do not support this proposal because — in the context of share price appreciation for peers in the period since the announcement — it does not appear to offer a meaningful takeover premium, and because the share price itself — which is currently at a premium to the proposed merger consideration — seems to bolster the arguments of large shareholders that the deal undervalues the company.”

	•		On August 5, 2008, FBR Capital Markets issued a research report on Bronco Drilling stating: “We reiterate our Outperform rating and $22 comparable multiple-derived price target due to a strong underlying land rig market, and our expectation that fewer than 50% of BRNC’s shareholders will vote for the ALY merger agreement. Such a rejection of the current deal should allow the market to recognize the value of BRNC that has been capped by the under-priced ALY offer.”

	•		On August 5, 2008, Jefferies & Company, Inc. issued a research report on Bronco which stated: “Given the dramatic improvement in land rig fundamentals this year, we generally agree with the dissenting shareholders that the ALY transaction undervalues the Company.”

	•		On August 5, 2008, Morgan Keegan & Co. Inc, issued a research report on Bronco Drilling stating: “BRNC as stand-alone likely to benefit from improving US land rig dayrates and utilization and expansion into Mexico...stock performance tied to ALY pending shareholder vote Aug. 14^th- recent shareholders publicly voicing displeasure with the new deal terms and proxy services urging a vote against the merger suggest deal may now be less likely.”

	•		On August 5, 2008, BMO Capital Markets issued a research report on Bronco, stating: “we continue to believe that the Allis-Chalmers offer price undervalues Bronco as a stand-alone entity, particularly given the recent weakness in Allis-Chalmers’ stock, Bronco’s new Mexico platform and the improvement in the U.S. land drilling market over the last several months.”

About Wexford Capital

Wexford Capital LLC is an SEC registered investment advisor with over $7 billion of assets under management. Wexford, which was founded in 1994, manages a series of hedge funds and private equity funds from its Greenwich, CT headquarters. For more information about Wexford, visit the company’s website at www.wexford.com.

Forward Looking Statements

Forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, are statements regarding expectations and projections. All statements that do not concern historical facts are forward-looking statements. Any statement that expresses or involves a prediction, expectation, belief, plan, projection, objective, goal, assumption or future events or performance is a forward looking statement. Forward looking statements may be identified through the use of words such as “expects”, “will”, “anticipates”, “estimates”, “believes”, or that by statements indicating certain actions “may”, “could”, “should” or “might” occur, this by no means is a complete list of words used in respect to forward looking statements. Forward looking statements are inherently uncertain, and actual results may differ, and may differ materially, from the expectations expressed in forward looking statements. Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Any such statement involves risks, uncertainties, changes, conditions, and unforeseen acts, which may materially and adversely alter those expectations.

Wexford makes no guarantee as to the accuracy or reliability of any information included herein and has no liability based upon the use of such information. Wexford makes no representation that the information contained herein includes all material facts or does not omit a material fact necessary to make the statements therein not misleading. All readers of any portion of information contained herein should not view such information as legal, tax, accounting or investment advice. Past performance is never indicative of future results and readers should perform their own due diligence, including consulting with a licensed, qualified investment professional or analyst, before making any investment or share voting decision. This document is not a solicitation to purchase, hold, dispose of, or vote shares, warrants, options or other securities of Bronco.

Contact:

Wexford Capital LLC
Arthur H. Amron, Partner & General Counsel
203-862-7012
aamron@wexford.com