-----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, NEhTFyBcLuaO1N2eqBs30vYIyd8fAHyYW4OvmV9e/NrE/FTfR/xIUYu31JZ/a6x0 lrPptVJ6Wc4n8YZF2iXhrA== 0000950129-97-004141.txt : 19971010 0000950129-97-004141.hdr.sgml : 19971010 ACCESSION NUMBER: 0000950129-97-004141 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971009 SROS: AMEX GROUP MEMBERS: FRANK CAPSTICK GROUP MEMBERS: KRISTIAN SIEM GROUP MEMBERS: NOREX DRILLING LTD ET AL GROUP MEMBERS: NOREX DRILLING LTD. GROUP MEMBERS: NOREX INDUSTRIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREY WOLF INC CENTRAL INDEX KEY: 0000320186 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 742144774 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33055 FILM NUMBER: 97693173 BUSINESS ADDRESS: STREET 1: 10370 RICHMOND AVE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042-4136 BUSINESS PHONE: 7138740202 MAIL ADDRESS: STREET 1: 10370 RICHMOND AVENUE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77042-4136 FORMER COMPANY: FORMER CONFORMED NAME: DI INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DRILLERS INC DATE OF NAME CHANGE: 19870519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOREX DRILLING LTD ET AL CENTRAL INDEX KEY: 0000924718 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 980116029 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX HM 429 STREET 2: HAMILTON HM BX CITY: BERMUDA STATE: D0 MAIL ADDRESS: STREET 1: P O BOX HM 429 CITY: HAMILTON STATE: D0 SC 13D 1 NOREX DRILLING. LTD. FOR GREY WOLF, INC. 1 -------------------------------- OMB APPROVAL -------------------------------- OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response ..... 14.90 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* GREY WOLF, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 397888-10-8 ----------------------------------- (CUSIP Number) c/o Frank Capstick, Norex Drilling, Ltd, P. O. Box HM429, Hamilton, HM BX, Bermuda - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 29 September 1997 ----------------------------------- (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(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 SCHEDULE 13D CUSIP NO. 397888-10-8 PAGE 2 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norex Drilling Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF --- SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 17,685,605 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING --- PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 17,685,605 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,685,605 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 SCHEDULE 13D CUSIP NO. 397888-10-8 PAGE 3 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Norex Industries Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Caymen Islands, British West Indies - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -- SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 17,685,605 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING -- PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 17,685,605 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,685,605 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 4 SCHEDULE 13D CUSIP NO. 397888-10-8 PAGE 4 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kristian Siem - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Norway - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -- SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 17,685,605 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING -- PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 17,685,605 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,685,605 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 5 SCHEDULE 13D CUSIP NO. 397888-10-8 PAGE 5 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frank Capstick - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -- SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 17,685,605 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING -- PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 17,685,605 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,685,605 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 6 ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, $0.10 par value per share (the "Common Stock"), of Grey Wolf, Inc. (formerly, DI Industries, Inc.), a Texas corporation, whose principal offices are located at 10370 Richmond Avenue, Suite 600, Houston, Texas 77042 (the "Company"). ITEM 2. IDENTITY AND BACKGROUND. The reporting persons include Norex Drilling Ltd. ("NDL"), Norex Industries Inc. ("NXA"), Kristian Siem, an individual ("Siem"), and Frank Capstick, an individual ("Capstick") (collectively, the "Reporting Persons"). NDL is a Bermuda corporation whose principal business consists of investments made in various oil and gas companies in accordance with the instructions received from NXA, its sole shareholder. The address of the principal business and office of NDL is Cedar House, 41 Cedar Avenue, Hamilton, HM-12, Bermuda. The directors and executive officers of NDL are listed in Exhibit A attached hereto. NXA is considered the control person of NDL. Other control persons may be deemed to include Elderberry Holdings Limited, a Bahamas company ("Elderberry"), Sero Trust, a Bermudian trust (the "Trust"), and Harrington Trust Limited, a Bermudian trust company (the "Trustee"). Elderberry owns approximately 45.34% of the issued and outstanding common stock of NXA. The Trust owns Elderberry. The Trustee owns approximately 4.49% of the issued and outstanding common stock of NXA on behalf of the Trust whose potential beneficiaries include the mother and brothers of Siem. NXA, a Cayman Islands company, is an industrial holding company with investments in autonomous subsidiaries engaged in the international offshore oil and gas drilling and service industries, the onshore oil and gas drilling industry and the cruise industry. NXA is a public company traded on the Oslo Stock Exchange and American Stock Exchange (OSE/AMEX Symbol: NXA). NXA is the sole shareholder of NDL capital stock. The address of the office in the Cayman Islands is c/o Maples and Calder, South Church Street, Grand Cayman, Cayman Islands, British West Indies and the mailing address of the principal business and executive office in Bermuda is P.O. Box HM429, Hamilton, HM BX, Bermuda. The directors and executive officers of NXA are listed in Exhibit A attached hereto; there are no other control persons of NXA except for Elderberry, the Trust and the Trustee. Siem, the chairman of the board and vice-president of NDL and the chairman of the board and chief executive officer of NXA, is a natural person who lives at 30 Hyde Park Gate, London, England. Siem's principal occupation is chairman and chief executive officer of NXA. Siem is a citizen of Norway. Capstick, a director and president of NDL and a director and president of NXA, is a natural person who lives at 11 Grove, Townhill Road, Smiths Parish, Bermuda. -6- 7 Capstick's principal occupation is president of NDL and NXA. Capstick is a citizen of Bermuda. Prior to September 1996, NDL and NXA filed a Schedule 13D with respect to the beneficial ownership of securities of the Company. This changed on 27 August 1996 when a Schedule 13D Group Filing Agreement (the "Group Filing") was entered into by and among NDL, Pronor Holdings Ltd., a British Virgin Islands corporation, ("Pronor", and together with NDL, the "Drilling Group"), Somerset Drilling Associates, L.L.C., a Delaware limited liability company ("Somerset"), Somerset Capital Partners, a New York general partnership and the managing member of Somerset ("SCP"; and together with Somerset, the "Somerset Group"), Roy T. Oliver, Jr., a natural person ("Oliver"), U.S. Rig and Equipment, Inc., an Oklahoma corporation ("USRE"), Mike Mullen Energy Equipment Resource, Inc., a Texas corporation ("EER"), GCT Investments, Inc., a Texas corporation ("GCT"), Mike L. Mullen, a natural person ("Mullen"; and together with Oliver, USRE, EER and GCT, the "Mullen/Oliver Group") (the Drilling Group, the Somerset Group and the Mullen/Oliver Group are hereinafter sometimes referred to individually as "Shareholder" and collectively as "Shareholders") and the following persons: NXA, Prosperity Investments, Inc. (the sole shareholder of Pronor capital stock and a 47.06%-owned subsidiary of NXA until 12 September 1996 when it became a wholly-owned subsidiary of NXA), Siem, Capstick, Thomas H. O'Neill, Jr., a natural person, Steven A. Webster, a natural person, William R. Ziegler, a natural person, PRD Rig Partnership 1995, Ltd., a Texas limited partnership, and EER National 78 Partnership, Ltd., a Texas limited partnership, (each, an "Indirect Beneficial Owner" and collectively, the "Indirect Beneficial Owners), as amended. The Group Filing was deemed necessary when the Shareholders became parties to a certain shareholders agreement dated 7 May 1996 and amended 11 June 1996 but effective as of the effective date of the mergers whereby assets owned by the Somerset Group and by the Mullen/Oliver Group were merged into the Company in exchange for Common Stock and warrants to acquire Common Stock (the "Shareholders Agreement"). By virtue of certain provisions within the Shareholders Agreement and upon the effective date of the mergers, it was believed that the Shareholders and Indirect Beneficial Owners could be deemed a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated by the Securities and Exchange Commission pursuant thereto. Accordingly, the Shareholders and Indirect Beneficial Owners filed as a group with the Commission and sent to each of the American Stock Exchange ("AMEX") and the Company an initial statement on Schedule 13D dated 9 September 1996 with respect to the beneficial ownership of securities of the Company by the Shareholders and Indirect Beneficial Owners after giving effect to the mergers and have filed all required amendments to such initial statement thereafter in accordance with the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission. On 30 September 1997, the Shareholders executed a second amendment to the Shareholders Agreement (see Exhibit B) whereby the Shareholders agreed to terminate all -7- 8 agreements, obligations, rights, representations, warranties, covenants and other provisions of the Shareholders Agreement in their entirety. It was separately agreed that each of the Shareholders and Indirect Beneficial Owners would file Schedule 13D's individually or in groups as deemed appropriate. During the past five years, none of the Reporting Persons (and, to the best of their knowledge, no executive officer, director and/or control person of any Reporting Person) has been (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On 2 June 1994, NDL used its working capital to purchase 20,690,105 shares of common stock of the Company from Pennsylvania Company for $0.70 per share, or a total amount of $14,483,073. Pennsylvania Company is a wholly-owned subsidiary of American Premier Underwriters, Inc., an Ohio corporation, whose common shares are listed on the New York Stock Exchange. In accordance with its intentions stated at the time of the closing of the purchase and sale transaction, NDL sold 1,960,000 shares of Common Stock on 1 July 1994 in order to reduce its interest in the issued and outstanding Common Stock below 50%. In three transactions during August 1997, NDL sold a total of 1,044,500 shares of Common Stock pursuant to Rule 144 under the Securities Exchange Act of 1933. ITEM 4. PURPOSE OF TRANSACTION. The Common Stock was acquired for investment purposes. The Reporting Persons may, from time to time, (a) sell such Common Stock in privately negotiated transactions depending on existing market conditions and other conditions which the Reporting Persons may deem relevant or (b) permit dilution of its ownership interest through the issuance of additional shares by the Company. The Reporting Persons intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of the Common Stock, subsequent developments affecting the Company's business and prospects, other investments and business opportunities available to the Reporting Entities, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of their investment. -8- 9 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. NDL owns 17,685,605 shares of Common Stock representing an 11.65% interest in the issued and outstanding Common Stock. As noted previously, NDL sold 1,044,500 shares of Common Stock pursuant to Rule 144 during August 1997 under the Securities Exchange Act of 1933 and as reported on Form 4 filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 in September 1997. Other than the sales of the above Common Stock, no Reporting Persons nor to their knowledge, any of the persons named in Exhibit A hereto has effected any transactions in shares of Common Stock during the preceding sixty days. Each of Siem and Capstick and each of the individuals listed on Exhibit A attached hereto expressly disclaim ownership of any shares of Common Stock covered by this Schedule. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On 29 September 1997, the Company filed with the Securities and Exchange Commission a Form S-3 Registration Statement under the Securities Act of 1933, Registration No. 333-36593 which is incorporated herein by reference. Of the 25,000,000 shares of Common Stock included in the subject offering, 12,500,000 shares are being sold by the Company and 12,500,000 shares are being sold by the Shareholders and other shareholders of the Company. NDL has agreed to include approximately 2,759,000 shares in the 12,500,000 shares of Common Stock offered for sale by the Shareholders and other shareholders of the Company. The final number of shares of Common Stock to be sold may vary depending upon the success of the offering and the exercise, if any, of options by the Underwriters to purchase additional shares to cover possible over-allotments. Assuming that the offering is successful and that no options are exercised by the underwriters with respect to the purchase of additional shares, NDL will own 14,926,605 shares of Common Stock, or 9.08% of the total issued and outstanding shares of the Company. Other than the contracts, agreements and transactions described in this Schedule 13D, there are no contracts, arrangements, or understandings or relationships with respect to any securities of the Company which involve any of the Reporting Persons or to their knowledge, any of the persons listed in Exhibit A hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A: Directors and Executive Officers of NDL and NXA Exhibit B: Second Amendment to Shareholders Agreement -9- 10 INDEX TO EXHIBITS Exhibit A: Directors and Executive Officers of NDL and NXA Exhibit B: Second Amendment to Shareholders Agreement -9- 11 SIGNATURES After reasonable inquiry and to the best extent of my knowledge and belief, I certify that the information set forth above is true, complete and correct. Dated: 8 October 1997 NOREX DRILLING LTD. ------------------ By: /s/ Frank Capstick ----------------------------- Frank Capstick, President Dated: 8 October 1997 NOREX INDUSTRIES INC. ------------------ By: /s/ Frank Capstick ----------------------------- Frank Capstick, President Dated: 8 October 1997 /s/ Kristian Siem ------------------ ----------------------------- Kristian Siem, Individually Dated: 8 October 1997 /s/ Frank Capstick ------------------ ----------------------------- Frank Capstick, Individually -10- EX-99.A 2 DIRECTORS AND EXECUTIVE OFFICERS OF NDL AND NXA 1 Exhibit A DIRECTORS AND EXECUTIVE OFFICERS
Name and Business Address Citizenship Position and Occupation - ------------------------------ ----------- ----------------------------------------- Kristian Siem Norway Chairman and Chief Executive Officer The Hopemount Shipping Co. Ltd. of Norex Industries Inc., Chairman and 1 Derry Street Vice-President of Norex Drilling Ltd., London W8X 5NN England Chairman of the Boards of Det Sondenfjelds-Norske Dampskibsselskab ASA, NCL Holding ASA and Norwegian Cruise Line Limited and a director on the boards of Transocean Offshore Inc., Invesco Blue Chip Trust plc, Lambert Fenchurch Group Plc and Ivar Holdings ASA. Frank Capstick Bermuda Director and President of Norex Cedar House Industries Inc. and Director and 41 Cedar Avenue President of Norex Drilling Ltd. Hamilton, HM-12, Bermuda Douglas Molyneux Bermuda Director of Norex Drilling Ltd.; Appleby, Spurling & Kempe attorney and barrister, Appleby, Cedar House Spurling & Kempe. 41 Cedar Avenue Hamilton, HM EX, Bermuda M.D. Moross U.K. Director of Norex Industries Inc. and a 7 Prince's Gate private investor. Mr. Moross is the London SW7 1QL England father-in-law of Kristian Siem. Barry W. Ridings U.S. Director of Norex Industries Inc., BT Alex. Brown Incorporated Managing Director of BT Alex. Brown 1290 Avenue of Americas Incorporated and a director on the 10th Floor boards of Transcor Waste Services New York, New York 10104 Inc., SubMicron Systems Corporation, Noodle Kidoodle, Inc., New Valley Corporation and Telemundo Group, Inc.
A-1 2 DIRECTORS AND EXECUTIVE OFFICERS, CONT'D
Name and Business Address Citizenship Position and Occupation - ------------------------------ ----------- ----------------------------------------- Dudley B. Sanger U.K. Director of Norex Industries Inc. and a 29 Kingston House South private investor. Ennismore Gardens London SW7 1NF England Ivar Siem Norway Director of Norex Industries Inc.; Furulundtoppen 25 Chairman of Grey Wolf, Inc., Blue Oslo 0281 Norway Dolphin Energy Company and Seateam Technology ASA and a Director of Det Sondenfjelds-Norske Dampskibsselskab ASA and various private Norwegian companies. Mr. Siem is the brother of Kristian Siem. Carol Summers Bermuda Secretary of Norex Drilling Ltd. Cedar House 41 Cedar Avenue Hamilton, HM EX, Bermuda Michael Delouche U.S. Treasurer of Norex Drilling Ltd. and 11 Greenway Plaza, Ste. 1606 Secretary and Controller of Norex Houston, Texas 77046 Industries Inc.
A-2 EX-99.B 3 2ND AMEND. TO SHAREHOLDER AGREEMENT 1 Exhibit B SECOND AMENDMENT TO SHAREHOLDERS' AGREEMENT This Second Amendment to Shareholders' Agreement (this "Second Amendment") is made as of September 30, 1997 by and among Somerset Drilling Associates, L.L.C., a Delaware limited liability company ("Somerset"), Somerset Capital Partners, a New York general partnership and the Managing Member of Somerset ("SCP"), Roy T. Oliver, Jr., a natural person ("Oliver"), U.S. Rig and Equipment, Inc., an Oklahoma corporation ("USRE"), Mike Mullen Energy Equipment Resource, Inc., a Texas corporation ("EER"), GCT Investments, Inc., a Texas corporation ("GCT"), Mike L. Mullen, a natural person ("Mullen"), Norex Drilling Ltd., a Bermuda corporation ("Norex Drilling"), and Pronor Holdings Ltd., a British Virgin Islands corporation ("Pronor"). WHEREAS, Somerset, SCP, Oliver, USRE, EER, GCT, Mullen, Norex Drilling and Pronor (collectively, the "Shareholders") are parties to the Shareholders' Agreement (the "Agreement") dated as of May 7, 1996, as amended by the Amendment to Shareholders' Agreement dated as of June 11, 1996; and WHEREAS, the Shareholders desire to terminate the provisions of the Agreement. NOW, THEREFORE, each of the Shareholders hereby agrees and amends the Agreement such that all agreements, obligations, rights, representations, warranties, covenants and other provisions of the Shareholders' Agreement are terminated in their entirety and henceforth shall be of no force and effect. EXECUTED to be effective as of the date set forth above. SOMERSET DRILLING ASSOCIATES, L.L.C. By: /s/ William R. Ziegler ----------------------------------- Name: William R. Ziegler Title: Partner of SCP, Managing Member SOMERSET CAPITAL PARTNERS ("SCP") By: /s/ William R. Ziegler ----------------------------------- Name: William R. Ziegler Title: Partner (SIGNATURES CONTINUED ON FOLLOWING PAGE) B-1 2 ROY T. OLIVER By: /s/ Roy T. Oliver ----------------------------------- Name: Roy T. Oliver U.S. RIG AND EQUIPMENT, INC. By: /s/ Roy T. Oliver ----------------------------------- Name: Roy T. Oliver Title: President MIKE MULLEN ENERGY EQUIPMENT RESOURCE, INC. By: /s/ Mike Mullen ----------------------------------- Name: Mike Mullen Title: President GCT INVESTMENTS, INC. By: /s/ Mike Mullen ----------------------------------- Name: Mike Mullen Title: President Mike L. Mullen By: /s/ Mike L. Mullen ----------------------------------- Name: Mike L. Mullen NOREX DRILLING LTD. By: /s/ Frank Capstick ----------------------------------- Name: Frank Capstick Title: President PRONOR HOLDINGS LTD. By: /s/ Frank Capstick ----------------------------------- Name: Frank Capstick Title: President B-2 -----END PRIVACY-ENHANCED MESSAGE-----