-----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, BQfCYdcVK0Lo6WiowYr7w2ggGYEApknQfPYI1oFls+VR6X5m9xjoRJuQPs5KlAjT kQSNSQlCTFmzBeBmHmz8NQ== 0000950129-03-002948.txt : 20030527 0000950129-03-002948.hdr.sgml : 20030526 20030527162805 ACCESSION NUMBER: 0000950129-03-002948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030526 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATTERSON UTI ENERGY INC CENTRAL INDEX KEY: 0000889900 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 752504748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22664 FILM NUMBER: 03720079 BUSINESS ADDRESS: STREET 1: 4510 LAMESA HWY STREET 2: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79549 BUSINESS PHONE: 9155731104 MAIL ADDRESS: STREET 1: P O DRAWER 1416 CITY: SNYDER STATE: TX ZIP: 79550 FORMER COMPANY: FORMER CONFORMED NAME: PATTERSON ENERGY INC DATE OF NAME CHANGE: 19940228 8-K 1 h06335e8vk.txt PATTERSON-UTI ENERGY, INC. - DATED 5/26/2003 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): MAY 26, 2003 PATTERSON-UTI ENERGY, INC. (Exact name of registrant as specified in charter) DELAWARE (State or Other Jurisdiction of 0-22664 75-2504748 Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 4510 LAMESA HIGHWAY SNYDER, TEXAS 79549 (Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (325) 574-6300 N/A (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ================================================================================ ITEM 5. OTHER EVENTS. On May 27, 2003, Patterson-UTI Energy, Inc. ("Patterson-UTI") and TMBR/Sharp Drilling, Inc. ("TMBR/Sharp") announced that the companies had signed a definitive merger agreement whereby TMBR/Sharp will be merged with and into Patterson-UTI Acquisition, LLC, a wholly-owned subsidiary of Patterson-UTI. Pursuant to the terms of the merger agreement, at the closing of the transaction, each shareholder of TMBR/Sharp would receive $9.09 in cash and 0.312166 of a share of common stock of Patterson-UTI for each share of TMBR/Sharp common stock. The consummation of the merger is subject to customary conditions, including approval of the TMBR/Sharp shareholders and necessary regulatory approvals. A copy of the joint press release of Patterson-UTI and TMBR/Sharp describing the transaction is filed as Exhibit 99.1 to this Report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release, dated May 27, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PATTERSON-UTI ENERGY, INC. Dated: May 27, 2003 By: /s/ Cloyce A. Talbott --------------------------------- Cloyce A. Talbott Chief Executive Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press Release, dated May 27, 2003. EX-99.1 3 h06335exv99w1.txt PRESS RELEASE DATED MAY 27, 2003 EXHIBIT 99.1 PATTERSON-UTI TO ACQUIRE TMBR/SHARP DRILLING DRILLING FLEET WILL INCREASE TO 358 RIGS SNYDER, TEXAS AND MIDLAND, TEXAS - MAY 27, 2003 - PATTERSON-UTI ENERGY, INC. (NASDAQ: PTEN), the second-largest operator of land-based oil and natural gas drilling rigs in North America, and TMBR/SHARP DRILLING, INC. (NASDAQ: TBDI) today jointly announced that the boards of both companies have approved a transaction whereby Patterson-UTI Energy will acquire the remaining outstanding shares of TMBR/Sharp Drilling, Inc. Patterson-UTI currently owns approximately 20% of the outstanding common shares of TMBR/Sharp Drilling. According to the terms of the transaction, shareholders of TMBR/Sharp Drilling will receive 0.312166 of a share of Patterson-UTI common stock and $9.09 cash for each share of TMBR/Sharp Drilling common stock for a total value of $20.20 per share based on the closing price on Friday, May 23, 2003, of $35.59 for a share of Patterson-UTI. Mark S. Siegel, Chairman of Patterson-UTI, stated, "As we said when we made our initial investment in TMBR/Sharp, this is a company for which we have always had a high regard. Today's announcement represents the logical extension of this assessment. Tom Brown is known and respected throughout our industry for his leadership and commitment to success, and we intend to build upon the very strong foundation that he and his team have established." Thomas C. Brown, Chairman of TMBR/Sharp Drilling, stated, "This transaction benefits our customers, employees and shareholders. For our employees and our customers it means that we will be combining forces with a large, financially strong and highly regarded company. For our shareholders, it provides an immediate cash payment, as well as a more liquid stock going forward." The transaction is subject to approval by the shareholders of TMBR/Sharp, as well as other customary conditions, including pre-notification under the anti-trust provisions of the Hart-Scott-Rodino Antitrust Improvements Act. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. A REGISTRATION STATEMENT RELATING TO THE PATTERSON-UTI ENERGY, INC. COMMON STOCK TO BE ISSUED TO THE TMBR/SHARP DRILLING, INC. SHAREHOLDERS AND THE PROXY STATEMENT RELATING TO THE MEETING OF THE SHAREHOLDERS OF TMBR/SHARP DRILLING, INC. WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS SOON AS PRACTICABLE. WHEN FILED, COPIES OF THESE DOCUMENTS MAY BE OBTAINED FREE OF CHARGE ON THE SEC WEBSITE (WWW.SEC.GOV). WE URGE YOU TO CAREFULLY REVIEW THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. TMBR/SHARP, ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE CONSIDERED "PARTICIPANTS IN THE SOLICITATION" OF PROXIES FROM TMBR/SHARP'S SHAREHOLDERS IN CONNECTION WITH THE TRANSACTION. INFORMATION REGARDING SUCH PERSONS AND THEIR INTERESTS IN TMBR/SHARP IS CONTAINED IN TMBR/SHARP'S PROXY STATEMENTS AND ANNUAL REPORTS ON FORM 10-K FILED WITH THE SEC. ADDITIONAL INFORMATION REGARDING THOSE PERSONS AND THEIR INTERESTS IN THE TRANSACTION MAY BE OBTAINED BY READING THE DEFINITIVE PROXY STATEMENT RELATING TO THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE. ABOUT PATTERSON-UTI ENERGY, INC. Patterson-UTI Energy, Inc. is the second-largest provider of onshore contract drilling services to exploration and production companies in North America. Upon completion of this transaction, Patterson-UTI will own 358 land-based drilling rigs that operate primarily in oil and natural gas producing regions of Texas, New Mexico, Oklahoma, Utah, Louisiana, Mississippi and western Canada. Patterson-UTI Energy, Inc. is also engaged in the businesses of pressure pumping services and drilling and completion fluid services. Additionally, Patterson-UTI has a small exploration and production business that is based in Texas. ABOUT TMBR/SHARP DRILLING, INC. TMBR/Sharp Drilling, Inc. is engaged in the contract drilling of oil and gas wells in the Permian Basin of west Texas and eastern New Mexico and the exploration for, development and production of oil and natural gas in these same areas. Statements made in this press release which state the intentions, beliefs, expectations or predictions by either company or their management for the future are forward-looking statements. It is important to note that actual results could differ materially from those discussed in such forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, declines in oil and natural gas prices that could adversely affect demand for the services of either company, and their associated effect on day rates, rig utilization and planned capital expenditures, adverse industry conditions, difficulty in integrating acquisitions, demand for oil and natural gas, and ability to retain management and field personnel. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the SEC filings of both companies. Copies of these filings may be obtained by contacting either company or the SEC. Free copies of the definitive proxy statement, once available, and TMBR's other filings with the Commission may also be obtained from TMBR/Sharp by directing a request to TMBR/Sharp Drilling Inc., 4607 W. Industrial Blvd., Midland, Texas 79703, Attn: Patricia R. Elledge, telephone number (915) 699-5050. For further information, please contact: John E. Vollmer III, SVP-Corporate Development of Patterson-UTI Energy, Inc., +1-214-360-7800; or Thomas C. Brown, Chairman of the Board of TMBR/Sharp Drilling, Inc., +1-915-699-5050. -----END PRIVACY-ENHANCED MESSAGE-----