8-K

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): December 30, 2003

Patterson-UTI Energy, Inc.

(Exact name of registrant as specified in charter)

Delaware
(State or Other
Jurisdiction of
Incorporation) 0-22664
(Commission File Number) 75-2504748
(I.R.S. Employer
Identification No.)

4510 Lamesa Highway
Snyder, Texas
(Address of Principal Executive Offices) 79549
(Zip Code)

Registrant’s telephone number, including area code: (325) 574-6300

N/A
(Former Name or Former Address, if changed since last report)

TABLE OF CONTENTS

Amendment No. 1 to Agreement and Plan of Merger

Press Release dated December 30, 2003

Item 5. Other Events.

     On December 31, 2003, Patterson-UTI Energy, Inc. (“Patterson-UTI”) and TMBR/Sharp Drilling, Inc. (“TMBR/Sharp”) announced that the companies have amended their Agreement and Plan of Merger extending the date under which the parties have certain rights of termination to February 14, 2004 from December 31, 2003. TMBR/Sharp’s board has established January 5, 2004 as the record date for shareholders and has set February 11, 2004 as the meeting date for shareholders to vote on the proposed merger. A copy of the joint press release of Patterson-UTI and TMBR/Sharp is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits.

2.1	Amendment No. 1 to Agreement and Plan of Merger, dated December 30, 2003.
99.1	Press Release, dated December 31, 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: December 31, 2003	By:	/s/ CLOYCE A. TALBOTT
		Cloyce A. Talbott Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated December 30, 2003.
99.1	Press Release, dated December 31, 2003.

EX-2.1 3 h11589exv2w1.htm AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

     This Amendment (this “Amendment”) No. 1 to Agreement and Plan of Merger is made as of December 30, 2003, by and among Patterson-UTI Energy, Inc., a Delaware corporation (“Parent”), Patterson-UTI Acquisition, LLC, a Texas limited liability company and a wholly-owned subsidiary of Parent (“Sub”), and TMBR/Sharp Drilling, Inc., a Texas corporation (the “Company”).

RECITALS

     WHEREAS, Parent, Sub and the Company have entered into the Agreement and Plan of Merger, dated as of May 26, 2003 (the “Agreement”); and

     WHEREAS, Parent, Sub and the Company wish to amend the Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follows:

1. Capitalized Terms. Capitalized terms not defined in this Amendment shall have the same meaning given to them in the Agreement.

2. Amendment to Agreement. Each of Parent, Sub and the Company agrees to amend the Agreement as follows: Sections 7.1(b)(ii) and 7.1(d) are amended to replace “December 31, 2003” with “February 14, 2004”.

3. Remainder of Agreement Not Affected. Except as set forth in Paragraph 2 of this Amendment, the remaining terms and provisions of the Agreement remain in full force and effect and are hereby ratified and confirmed.

4. Authority. Each party represents that such party has full corporate or other power and authority to enter into this Amendment, and that this Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the provisions of Article 9 of the Agreement.

     IN WITNESS WHEROF, the parties hereto have executed this Amendment as of the date first written above.

Patterson-UTI Energy, Inc.
By	/s/ John E. Vollmer
	John E. Vollmer III Senior Vice President - Corporate Development
Patterson-UTI Acquisition, LLC
By	/s/ John E. Vollmer
	John E. Vollmer III Vice President
TMBR/Sharp Drilling, Inc.
By	/s/ Jeffrey D. Phillips
	Jeffrey D. Phillips President

EX-99.1 4 h11589exv99w1.htm PRESS RELEASE DATED DECEMBER 30, 2003

EXHIBIT 99.1

For Immediate Release	Contact:	John E. Vollmer III SVP-Corporate Development Patterson-UTI Energy, Inc. (214) 360-7800
		Thomas C. Brown Chairman of the Board TMBR/Sharp Drilling, Inc. (432) 699-5050

TMBR/Sharp Drilling Sets Shareholder Meeting Date to Vote on
Proposed Merger with Patterson-UTI Energy

     SNYDER, Texas and MIDLAND, Texas — December 31, 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 they have amended their Agreement and Plan of Merger, extending the date under which the parties have certain rights of termination to February 14, 2004 from December 31, 2003.

     TMBR/Sharp’s board has established January 5, 2004 as the record date for shareholders and has set February 11, 2004 as the meeting date for shareholders to vote on the proposed merger.

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 A PRELIMINARY PROXY STATEMENT RELATING TO THE MEETING OF THE SHAREHOLDERS OF TMBR/SHARP DRILLING, INC. HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND 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

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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. provides onshore contract drilling services to exploration and production companies in North America. The Company owns 343 land-based drilling rigs that operate primarily in the oil and natural gas producing regions of Texas, New Mexico, Oklahoma, Louisiana, Colorado, Utah, Wyoming and western Canada. Patterson-UTI Energy, Inc. is also engaged in the businesses of pressure pumping services and drilling and completion fluid services. Additionally, the Company 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 (432) 699-5050.

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