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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): MAY 16, 1996
TUCKER DRILLING COMPANY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-7984 75-1462136
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
P.O. BOX 1876
101 PETROLEUM BUILDING
SAN ANGELO, TEXAS 76902
(Address of principal executive offices)
(915) 655-6773
(Registrant's telephone number,
including area code)
NO CHANGE
(Former name or former address, if changed since last report.)
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<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On May 16, 1996, the Registrant, Patterson Energy, Inc., a Delaware
corporation ("Parent"), and Patterson Drilling Company, a Delaware corporation
and wholly-owned subsidiary of Parent ("Sub"), executed the Amendment to
Agreement and Plan of Merger (the "Amendment") which effectively amended certain
provisions of the Agreement and Plan of Merger (the "Agreement") dated April 22,
1996, among the Registrant, Parent and Sub.
The Amendment contains the following revisions:
. Section 6.7 of the Agreement is amended by deleting the first sentence
thereof and substituting the following sentence therefor:
"No later than the Effective Time, each option to purchase shares
of Company Common Stock (a "Company Stock Option") which is
outstanding immediately prior to the Effective Time pursuant to
the Company's stock option plans in effect on the date of this
Agreement (the "Company Stock Plans") shall represent at the
Effective Time an option to purchase the number of shares of
Parent Common Stock (a "Substituted Option") (decreased to the
nearest full share) determined by multiplying (i) the number of
shares of Company Common Stock subject to such Company Stock
Option immediately prior to the Effective Time by (ii) the
Exchange Ratio, at an exercise price per share of Parent Common
Stock (rounded down to the nearest whole cent) equal to the
exercise price per share of Company Common Stock immediately
prior to the Effective Time divided by the Exchange Ratio."
. Section 6.11 is amended by adding to the first sentence after "(the
"Supplemental Retirement Plan")" the following: ", the severance
payment agreements of the Company set forth in Section 3.11 of the
Company Disclosure Schedule...."
. Section 7.1(f) is amended by deleting "May 15, 1996" appearing in the
second line thereof and substituting "May 20, 1996" therefor.
. The forms of Stock Option Assumption Agreement attached to the
Agreement as Exhibit 11(A) and (B) are deleted in their entirety and
replaced with the forms of Stock Option Assumption Agreement attached
hereto as Exhibit 11(A) and (B).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) EXHIBITS
99.1 Amendment to Agreement and Plan of Merger, dated May 16, 1996,
among Patterson Energy, Inc., Patterson Drilling Company and
Tucker Drilling Company, Inc.
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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.
TUCKER DRILLING COMPANY, INC.
(Registrant)
Date: June 13, 1996 By: /s/ Charles B. Middlekauf
-------------------------------------
Charles B. Middlekauf
Executive Vice President
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EXHIBIT INDEX
Exhibit No. Exhibit Description Page
- ----------- ------------------- ----
99.1 Amendment to Agreement and Plan of Merger 5
dated May 16, 1996, among Patterson Energy, Inc.,
Patterson Drilling Company and Tucker Drilling
Company, Inc.
<PAGE>
EXHIBIT 99.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated May 16, 1996 ("Amendment to
Agreement") among Patterson Energy, Inc., a Delaware corporation ("Parent"),
Patterson Drilling Company, a Delaware corporation and a wholly-owned subsidiary
of Parent ("Sub"), and Tucker Drilling Company, Inc., a Delaware corporation
("the Company").
WITNESSETH:
WHEREAS, Parent, Sub and the Company entered into an Agreement and Plan of
Merger dated as of April 22, 1996 ("the Agreement"); and
WHEREAS, the parties to the Agreement desire to enter into this Amendment
to Agreement to amend the Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and agreements contained
herein and in the Agreement, the parties agree as follows:
1. Section 6.7 of the Agreement is hereby amended by deleting the first
sentence thereof and substituting the following sentence therefor:
"No later than the Effective Time, each option to purchase shares of Company
Common Stock (a "Company Stock Option") which is outstanding immediately prior
to the Effective Time pursuant to the Company's stock option plans in effect on
the date of this Agreement ("the Company Stock Plans") shall represent at the
Effective Time an option to purchase the number of shares of Parent Common Stock
(a "Substituted Option") (decreased to the nearest full share) determined by
multiplying (i) the number of shares of Company Common Stock subject to such
Company Stock Option immediately prior to the Effective Time by (ii) the
Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded
down to the nearest whole cent) equal to the exercise price per share of Company
Common Stock immediately prior to the Effective Time divided by the Exchange
Ratio."
2. Section 6.11 shall be amended by adding to the first sentence after "("the
Supplemental Retirement Plan")" the following: ", the severance payment
agreements of the Company set forth in Section 3.11 of the Company Disclosure
Schedule..."
3. Section 7.1(f) shall be amended by deleting "May 15, 1996" appearing in the
second line thereof and substituting "May 20, 1996" therefor.
4. The forms of Stock Option Assumption Agreement attached to the Agreement as
Exhibit II(A) and II(B) are hereby deleted in their entirety and replaced with
the forms of Stock Option Assumption Agreement attached hereto as Exhibit II(A)
and (B).
5. This Amendment to Agreement may be executed in counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts shall have been signed by each of the parties and
delivered to the other parties.
6. The Agreement, as amended by this Amendment to Agreement, shall remain in
full force and effect.
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Amendment
to Agreement to be signed by their respective officers thereunto duly authorized
as of the date first above written.
PATTERSON ENERGY, INC.
By: /S/ Cloyce A. Talbott
-----------------------------------
Cloyce A. Talbott
Chairman and Chief Executive Officer
Attest:
/S/ James C. Brown
- -------------------------
James C. Brown, Secretary
PATTERSON DRILLING COMPANY
By: /S/ Cloyce A. Talbott
----------------------------------
Cloyce A. Talbott
Chief Executive Officer
Attest:
/S/ James C. Brown
- -------------------------
James C. Brown, Secretary
TUCKER DRILLING COMPANY, INC.
By: /S/ T. Mark Tucker
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T. Mark Tucker
Acting Chairman and Chief Executive Officer
Attest:
/S/ Charles B. Middlekauf
- --------------------------------
Charles B. Middlekauf, Secretary
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<PAGE>
EXHIBIT II(A)
PATTERSON ENERGY, INC.
TUCKER DRILLING COMPANY, INC. STOCK OPTION ASSUMPTION AGREEMENT
(INCENTIVE STOCK OPTION PLAN)
AGREEMENT dated as of ___________, 1996 (this "Agreement") between
Patterson Energy, Inc., a Delaware corporation ("PEI"), and ______________, an
individual ("Participant").
RECITALS
Tucker Drilling Company, Inc. ("TDC") and Participant have entered into one
or more stock option agreements ("TDC Option Agreements") relating to options
("Options") granted to Participant under TDC's Incentive Stock Option Plan (the
"TDC Incentive Plan") pursuant to which Participant is presently entitled to
purchase up to _____ shares of Common Stock of TDC as shown in the schedule
attached to this Agreement.
TDC, PEI and Patterson Drilling Company ("PDC"), a Delaware corporation and
a wholly-owned subsidiary of PEI, have entered into an Agreement and Plan of
Merger dated as of April __, 1996 (the "Merger Agreement"), pursuant to which
PDC will merge with and into TDC in consideration to the TDC stockholders of
shares of PEI Common Stock (the "Merger"). Pursuant to Section 6.7 of the
Merger Agreement, at the Effective Time (as defined in the Merger Agreement) of
the Merger, all options to acquire shares of TDC Common Stock outstanding
immediately before the Effective Time shall be assumed by PEI.
By this Agreement, the parties desire to confirm the assumption
contemplated by Section 6.7 of the Merger Agreement as it relates to Options
granted under the TDC Incentive Plan.
AGREEMENT
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PEI and Participant agree as follows:
1. ASSUMPTION OF OPTION. By this Agreement, PEI assumes, and Participant
--------------------
agrees to the assumption by PEI of, all of the obligations of TDC to Participant
under the TDC Option Agreements except that:
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(a) Each reference therein to "shares" shall mean shares of PEI Common
Stock, $0.01 par value per share;
(b) Each reference therein to a number of shares shall be a reference to a
number of shares determined by multiplying such number by .74 (the "Conversion
Ratio);
(c) Each reference therein to a price per share shall be a reference to a
price determined by dividing the price in the TDC Option Agreement by the
Conversion Ratio; and
(d) Each reference therein to the Committee shall mean the Compensation
Committee of the Board of Directors of PEI.
(The results of the computations in (b) and (c) above as applied to the
Participant's Options presently outstanding under the TDC Incentive Plan appear
in the Schedule to this Agreement.)
2. TDC INCENTIVE PLAN. By this Agreement, PEI assumes the TDC Incentive
------------------
Plan subject to the provisions of Section 1 above.
3. RECOGNITION OF VESTING, EXERCISES AND LAPSES. PEI acknowledges that
--------------------------------------------
Participant's rights to exercise the Options covered by the TDC Option
Agreements have fully vested prior to the date hereof and Participant
acknowledges that any lapses or exercises of Options thereunder to date shall be
recognized.
4. REGISTRATION. Promptly following the date hereof, PEI will file a
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Registration Statement on Form S-8 under the Securities Act of 1933 with the
Securities and Exchange Commission covering the Options being assumed hereunder
by PEI and agrees to thereafter file a "reoffer prospectus" within the meaning
of Instruction C-1 to Form S-8 with a Post-Effective Amendment to such
Registration Statement if necessary in order to permit the reoffer or resale by
Participant of PEI Common Stock acquired upon exercise of the Options.
5. MISCELLANEOUS. This Agreement shall be construed in accordance with
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the laws of the State of Texas. Except as required to give effect to this
Agreement, PEI and Participant confirm the terms of the TDC Option Agreements.
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IN WITNESS WHEREOF, PEI and Participant have caused this Agreement to be
signed as of the date first above written.
PATTERSON ENERGY, INC.
By:
______________________________
______________________________
Participant
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<PAGE>
INCENTIVE STOCK OPTION PLAN
SCHEDULE TO
Tucker Drilling Company, Inc. Stock Option
Assumption Agreement Dated ____________, 1996,
between PEI and
___________________________
<TABLE>
<CAPTION>
Options on
Options on TDC Common Stock PEI Common Stock
- --------------------------------------------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
No. of No. of
Shares Price No. of Shares
Term Underlying at Shares Underlying
Date of Options which Available as Options
Granted Option Granted Granted of 4/__/96 Assumed Price
- ------- ------ -------- ------- ---------- -------- -----
$______ $__________
</TABLE>
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<PAGE>
EXHIBIT II(B)
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PATTERSON ENERGY, INC.
TUCKER DRILLING COMPANY, INC. STOCK OPTION ASSUMPTION AGREEMENT
(1994 NON-QUALIFIED STOCK OPTION PLAN)
AGREEMENT dated as of ___________, 1996 (this "Agreement") between
Patterson Energy, Inc., a Delaware corporation ("PEI"), and ______________, an
individual ("Participant").
RECITALS
Tucker Drilling Company, Inc. ("TDC") and Participant have entered into one
or more stock option agreements ("TDC Option Agreements") relating to options
("Options") granted to Participant under TDC's 1994 Non-Qualified Stock Option
Plan (the "TDC Non-Qualified Plan") pursuant to which Participant is presently
entitled to purchase up to _____ shares of Common Stock of TDC as shown in the
schedule attached to this Agreement.
TDC, PEI and Patterson Drilling Company ("PDC"), a Delaware corporation and
a wholly-owned subsidiary of PEI, have entered into an Agreement and Plan of
Merger dated as of April __, 1996 (the "Merger Agreement") pursuant to which PDC
will merge with and into TDC in consideration to the TDC stockholders of shares
of PEI Common Stock (the "Merger"). Pursuant to Section 6.7 of the Merger
Agreement, at the Effective Time (as defined in the Merger Agreement) of the
Merger, all options to acquire shares of TDC Common Stock outstanding
immediately before the Effective Time shall be assumed by PEI.
By this Agreement, the parties desire to confirm the assumption
contemplated by Section 6.7 of the Merger Agreement as it relates to Options
granted under the TDC Non-Qualified Plan.
AGREEMENT
---------
PEI and Participant agree as follows:
1. ASSUMPTION OF OPTION. By this Agreement, PEI assumes, and Participant
--------------------
agrees to the assumption by PEI of, all of the obligations of TDC to Participant
under the TDC Option Agreements except that:
<PAGE>
(a) Each reference therein to "shares" shall mean shares of PEI Common
Stock, $0.01 par value per share;
(b) Each reference therein to a number of shares shall be a reference to a
number of shares determined by multiplying such number by .74 (the "Conversion
Ratio);
(c) Each reference therein to a price per share shall be a reference to a
price determined by dividing the price in the TDC Option Agreement by the
Conversion Ratio; and
(d) Each reference therein to the Committee shall mean the Compensation
Committee of the Board of Directors of PEI.
(The results of the computations in (b) and (c) above as applied to the
Participant's Options presently outstanding under the TDC Non-Qualified Plan
appear in the Schedule to this Agreement.)
2. TDC NON-QUALIFIED PLAN. By this Agreement, PEI assumes the TDC Non-
----------------------
Qualified Plan subject to the provisions of Section 1 above.
3. RECOGNITION OF EXERCISES AND LAPSES. Participant acknowledges that
-----------------------------------
any lapses or exercises of Options thereunder to date shall be recognized.
4. REGISTRATION. Promptly following the date hereof, PEI will file a
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Registration Statement on Form S-8 under the Securities Act of 1933 with the
Securities and Exchange Commission covering the Options being assumed hereunder
by PEI and agrees to thereafter file a "reoffer prospectus" within the meaning
of Instruction C-1 to Form S-8 with a Post-Effective Amendment to such
Registration Statement if necessary in order to permit the reoffer or resale by
Participant of PEI Common Stock acquired upon exercise of the Options.
5. MISCELLANEOUS. This Agreement shall be construed in accordance with
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the laws of the State of Texas. Except as required to give effect to this
Agreement, PEI and Participant confirm the terms of the TDC Option Agreements.
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<PAGE>
IN WITNESS WHEREOF, PEI and Participant have caused this Agreement to be
signed as of the date first above written.
PATTERSON ENERGY, INC.
By:
---------------------------------------------
---------------------------------------------
Participant
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<PAGE>
NON-QUALIFIED STOCK OPTION PLAN
SCHEDULE TO
Tucker Drilling Company, Inc. Stock Option
Assumption Agreement Dated ____________, 1996,
between PEI and
___________________________
<TABLE>
<CAPTION>
Options on
Options on TDC Common Stock PEI Common Stock
- --------------------------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
No. of No. of
Shares Price No. of Shares
Term Underlying at Shares Underlying
Date of Options which Available as Options
Granted Option Granted Granted of 4/__/96 Assumed Price
- ------- ------ --------- ------- ------------ --------- -----
$______ $__________
</TABLE>
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