-----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, G57DPhvx72T/KRP+kp0bQiyWjHfNF3PFtSSJudiGNtbe+vNFM2SFy1g2rkWmPYk8 raf57IcQR48iEmtUh9OWfQ== 0000909518-05-000966.txt : 20051208 0000909518-05-000966.hdr.sgml : 20051208 20051208084121 ACCESSION NUMBER: 0000909518-05-000966 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051208 FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BASIC ENERGY SERVICES INC CENTRAL INDEX KEY: 0001109189 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 542091194 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 W. ILLINOIS, SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 4326205500 MAIL ADDRESS: STREET 1: 400 W. ILLINOIS, SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA WELL SERVICE INC DATE OF NAME CHANGE: 20000313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CREDIT SUISSE/ CENTRAL INDEX KEY: 0000824468 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32693 FILM NUMBER: 051250921 BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER NAME: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 3 1 csfb12-7_form3ex.xml X0202 3 2005-12-08 0 0001109189 BASIC ENERGY SERVICES INC BAS 0000824468 CREDIT SUISSE/ ELEVEN MADISON AVENUE NEW YORK NY 10010 0 0 1 0 Common shares, par value $0.01 per share ("Common Shares") 15074790 I See Notes (1), (23) & (24) Common Shares 2107250 I See Notes (2), (23) & (24) Common Shares 1039565 I See Notes (3), (23) & (24) Common Shares 266360 I See Notes (4), (23) & (24) Common Shares 189735 I See Notes (5), (23) & (24) Common Shares 125880 I See Notes (6), (23) & (24) Common Shares 85255 I See Notes (7), (23) & (24) Common Shares 2247445 I See Notes (8), (23) & (24) Common stock warrants ("Warrants") (Right to purchase) 4.00 2002-02-13 2007-02-13 Common shares, par value $0.01 per share ("Common Shares") 426195 I See Notes (9), (23) & (24) Warrants 4.00 2002-02-13 2007-02-13 Common Shares 29400 I See Notes (10), (23) & (24) Warrants 4.00 2002-02-13 2007-02-13 Common Shares 7530 I See Notes (11), (23) & (24) Warrants 4.00 2002-02-13 2007-02-13 Common Shares 5365 I See Notes (12), (23) & (24) Warrants 4.00 2002-02-13 2007-02-13 Common Shares 3560 I See Notes (13), (23) & (24) Warrants 4.00 2002-02-13 2007-02-13 Common Shares 2410 I See Notes (14), (23) & (24) Warrants 4.00 2002-02-13 2007-02-13 Common Shares 125540 I See Notes (15), (23) & (24) Warrants 4.00 2002-06-25 2007-06-30 Common Shares 2733160 I See Notes (16), (23) & (24) Warrants 4.00 2002-06-25 2007-06-30 Common Shares 188145 I See Notes (17), (23) & (24) Warrants 4.00 2002-06-25 2007-06-30 Common Shares 48285 I See Notes (18), (23) & (24) Warrants 4.00 2002-06-25 2007-06-30 Common Shares 34395 I See Notes (19), (23) & (24) Warrants 4.00 2002-06-25 2007-06-30 Common Shares 22820 I See Notes (20), (23) & (24) Warrants 4.00 2002-06-25 2007-06-30 Common Shares 15510 I See Notes (21), (23) & (24) Warrants 4.00 2002-06-25 2007-06-30 Common Shares 707685 I See Notes (22), (23) & (24) See Exhibit 99.1 /s/ Ivy Dodes, Managing Director 2005-12-07 EX-99 2 mv12-7ex99_1.txt Exhibit 99.1 Explanation of Responses ------------------------ (1) These securities are held directly by DLJ Merchant Banking Partners III, L.P., a Delaware limited partnership ("MB III LP"). (2) These securities are held directly by DLJ ESC II, L.P., a Delaware limited partnership. (3) These securities are held directly by DLJ Offshore Partners III, C.V., a Netherlands Antilles limited partnership ("Offshore Partners III"). (4) These securities are held directly by DLJ Offshore Partners III-1, C.V., a Netherlands limited partnership ("Offshore Partners III-1"). (5) These securities are held directly by DLJ Offshore Partners III-2, C.V., a Netherlands limited partnership ("Offshore Partners III-2"). (6) These securities are held directly by DLJMB Partners III GmbH & Co. KG, a German limited partnership ("Partners III GmbH"). (7) These securities are held directly by Millennium Partners II, L.P., a Delaware limited partnership ("Millennium"). (8) These securities are held directly by MBP III Plan Investors, L.P., a Delaware limited partnership ("Plan Investors"). (9) These warrants are held directly by MB III LP. (10) These warrants are held directly by Offshore Partners III. (11) These warrants are held directly by Offshore Partners III-1. (12) These warrants are held directly by Offshore Partners III-2. (13) These warrants are held directly by Partners III GmbH. (14) These warrants are held directly by Millennium. (15) These warrants are held directly by Plan Investors. (16) These warrants are held directly by MB III LP. (17) These warrants are held directly by Offshore Partners III. (18) These warrants are held directly by Offshore Partners III-1. (19) These warrants are held directly by Offshore Partners III-2. (20) These warrants are held directly by Partners III GmbH. (21) These warrants are held directly by Millennium. (22) These warrants are held directly by Plan Investors. (23) DLJ Merchant Banking III, Inc., a Delaware corporation, ("MB III Inc.") is (i) the Advisory General Partner of each of Offshore Partners III, Offshore Partners III-1, and Offshore Partners III-2, (ii) the Managing General Partner of Millennium and (iii) an advisor to Partners III GmbH. MB III LP is the Associate General Partner of each of Offshore Partners III, Offshore Partners III-1, Offshore Partners III-2 and Millennium and the Managing Limited Partner of Partners III GmbH. DLJ LBO Plans Management Corporation, a Delaware corporation, is the General Partner of DLJ ESC II, L.P. DLJ LBO Plans Management Corporation II, a Delaware corporation, is the General Partner of MBP III Plan Investors, L.P. The foregoing entities are indirect subsidiaries of CSFBI (as defined below). Credit Suisse First Boston Private Equity, Inc. ("CSFBPE") is the sole stockholder of MB III Inc. Credit Suisse First Boston (USA), Inc., a Delaware corporation and holding company ("CSFB-USA") is the sole stockholder of CSFBPE. Credit Suisse First Boston, Inc., a Delaware corporation ("CSFBI"), is the sole stockholder of CSFB-USA. The Bank (as defined below) owns directly a majority of the voting stock and all of the non-voting stock of CSFBI. (24) In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Form 3 is being filed by Credit Suisse (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to the extent that they constitute the Credit Suisse First Boston business unit (the "CSFB business unit") excluding Asset Management (as defined below) (the "Reporting Person"). The CSFB business unit is also comprised of an asset management business principally conducted under the brand name Credit Suisse Asset Management ("Asset Management"). The Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds. Asset Management provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide. The address of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person's principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010. The Bank owns directly a majority of the voting stock, and all of the non-voting stock of CSFBI. The Bank's voting stock is entirely owned by Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland. CSG also owns the remainder of the voting stock of CSFBI. CSG is a global financial services company, active in all major financial centers and providing a comprehensive range of banking and insurance products. CSG has three distinct business units. In addition to the CSFB business unit, CSG and its consolidated subsidiaries are comprised of the Credit Suisse business unit (the "Credit Suisse business unit") and the Winterthur business unit (the "Winterthur business unit"). The Credit Suisse business unit offers global private banking and corporate and retail banking services in Switzerland. The Winterthur business unit provides life and non-life insurance and pension products to private and corporate clients worldwide. CSG's business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland. The Bank is comprised of what were formerly known as Credit Suisse First Boston and Credit Suisse, each a Swiss bank, which were merged on May 13, 2005. The operations of the Bank consist principally of the Credit Suisse and CSFB business units. CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including Asset Management, the Credit Suisse business unit and the Winterthur business unit) may beneficial own Shares of the securities of the issuer to which this Form 3 relates and such Shares are not reported on this Form 3. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. Each of Asset Management, the Credit Suisse business unit and the Winterthur business unit disclaims beneficial ownership of Shares owned by CSG, Asset Management, the Credit Suisse business unit and the Winterthur business unit. -----END PRIVACY-ENHANCED MESSAGE-----