-----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, Uf+XnE73dkv5b5ye+20VdobgXSGl5PiJ53X50FqMp9kgx0JkUUlEUJRJjPiLeOLX mn2y3BD/WE9gW5aUSwcQNw== 0000950134-97-000629.txt : 19970912 0000950134-97-000629.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950134-97-000629 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970203 SROS: NONE GROUP MEMBERS: ACQUISITION DRILLING, INC. GROUP MEMBERS: DLB OIL & GAS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BONRAY DRILLING CORP CENTRAL INDEX KEY: 0000351693 STANDARD INDUSTRIAL CLASSIFICATION: 1381 IRS NUMBER: 731086424 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-33474 FILM NUMBER: 97516815 BUSINESS ADDRESS: STREET 1: 4701 N E 23RD ST STREET 2: P O BOX 50128 CITY: OKLAHOMA CITY STATE: OK ZIP: 73121 BUSINESS PHONE: 4054244327 MAIL ADDRESS: STREET 1: 4701 NE 23RD STREET STREET 2: P O BOX 50128 CITY: OKLAHOMA CITY STATE: OK ZIP: 73140 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DLB OIL & GAS INC CENTRAL INDEX KEY: 0000945982 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 731358299 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1601 NORTHWEST EXPRESSWAY STREET 2: STE 700 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488808 MAIL ADDRESS: STREET 1: 100 N BROADWAY STREET 2: 20TH FLOOR CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 SC 14D1 1 SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) AND SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 BONRAY DRILLING CORPORATION (Name of Subject Company) ACQUISITION DRILLING, INC. DLB OIL & GAS, INC. (Bidders) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 098523202 (CUSIP Number of Class of Securities) ------------------------------ Michael Blaschke DLB Oil & Gas, Inc. 1601 N.W. Expressway Suite 700 Oklahoma City, Oklahoma 73118-1401 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: N. Kathleen Friday, P.C. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1700 Pacific Avenue Suite 4100 Dallas, Texas 75201-4675 ------------------------------ January 30, 1997 (Date of Event Which Requires Filing Amendment to Statement on Schedule 13D) 2 Introduction This Amendment No. 1 to Schedule 14D-1 and Amendment No. 1 to Schedule 13D amends and supplements the Tender Offer Statement on Schedule 14D-1 and the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 10, 1997 (as so amended from time to time, the "Schedule 14D-1"), which relates to the tender offer by Acquisition Drilling, Inc., a Delaware corporation ("Purchaser"), to purchase any and all outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of Bonray Drilling Corporation, a Delaware corporation, at a price of $30.00 per Share net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 10, 1997 (the "Offer to Purchase") and in the related Letter of Transmittal. Purchaser is a wholly- owned subsidiary of DLB Oil & Gas, Inc., an Oklahoma corporation ("Parent"). Item 10. Additional Information. The third sentence of the third paragraph of Section 1 entitled "Terms of the Offer" of the Offer to Purchase and incorporated by reference into Item 10(f) of the Schedule 14D-1 is hereby amended in its entirety as follows: Purchaser also expressly reserves the right, subject to applicable law (including applicable rules and regulations of the Securities and Exchange Commission (the "Commission")) and the terms of the Merger Agreement, at any time or from time to time, to (i) delay acceptance for payment of, or regardless of whether such Shares were theretofore accepted for payment, payment for, any shares, pending receipt of any regulatory approval specified in Section 15 below, (ii) terminate the Offer and not accept for payment any Shares upon the occurrence of any of the conditions specified in Section 14 below, or (iii) waive any conditions or otherwise amend the Offer in any respect, in each case by giving oral or written notice to the Depositary. The first sentence of the first paragraph of Section 2 entitled "Acceptance for Payment and Payment for Shares" of the Offer to Purchase and incorporated by reference into Item 10(f) of the Schedule 14D-1 is hereby amended in its entirety as follows: Upon the terms and subject to the conditions of the Merger Agreement and the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and will pay for any and all Shares that are validly tendered on or prior to the Expiration Date, and not properly withdrawn in accordance with Section 4 below, promptly after the Expiration Date. The third sentence of the last paragraph of Section 8 entitled "Certain Information Concerning the Company" of the Offer to Purchaser and incorporated by reference into Item 10(f) of the Schedule 14D-1 is hereby deleted. Subclause (3) of the first paragraph of Section 14 entitled "Certain Conditions of the Offer" of the Offer to Purchase and incorporated by reference into Item 10(f) of the Schedule 14D-1 is hereby amended in its entirety as follows: 2 3 (3) at any time on or prior to the Expiration Date any of the following events shall occur or be deemed to have occurred: SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 3, 1997 ACQUISITION DRILLING, INC. By: /s/ Gary C. Hanna ----------------------------- Name: Gary C. Hanna --------------------------- Title: President -------------------------- DLB OIL & GAS, INC. By: /s/ Mike Liddell ----------------------------- Name: Mike Liddell --------------------------- Title: Chief Executive Officer -------------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----