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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
BAYARD DRILLING TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
072700 10 7
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(CUSIP Number)
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 10
The Exhibit Index is located on Page 9.
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CUSIP NO. 072700 10 7 13 G PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl B. Anderson, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF
270,000 shares
SHARES --------------------------------------------------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
1,018,000 shares
OWNED BY --------------------------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
100,000 shares
REPORTING --------------------------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
WITH 1,018,000 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,000 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 072700 10 7 13 G PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AnSon Partners Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
4005 Northwest Expressway, Suite 400E, Oklahoma City, Oklahoma 73116
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0 shares
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,018,000 shares
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0 shares
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 1,018,000 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,000 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
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12 TYPE OF REPORTING PERSON*
PN
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</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
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STATEMENT ON SCHEDULE 13G
This statement on Schedule 13G relates to the common stock, par value
$.01 per share ("Common Stock"), of Bayard Drilling Technologies, Inc., a
Delaware corporation (the "Company"), and is filed (i) by Carl B. Anderson, III
("Mr. Anderson") as the direct (as to 270,000 shares) and indirect (as to
1,018,000 shares) beneficial owner of the shares of Common Stock reported as
beneficially owned in this statement, and (ii) AnSon Partners Limited
Partnership ("APLP"), as the direct (as to 1,018,000 shares) beneficial owner
of such shares.
ITEM 1. NAME OF ISSUER.
(a) The name of the issuer is Bayard Drilling Technologies, Inc.
(b) The address of the principal executive office of the issuer
is 4005 Northwest Expressway, Suite 550E, Oklahoma City,
Oklahoma 73116.
ITEM 2. NAME OF PERSON FILING.
(a) This statement on Schedule 13G is filed jointly by Mr.
Anderson and APLP.
(b) The address of the principal business office of Mr. Anderson
and APLP is 4005 Northwest Expressway, Suite 400E, Oklahoma
City, Oklahoma 73116.
(c) Mr. Anderson is a United States citizen. APLP is a limited
partnership formed under the laws of Oklahoma.
(d) The class of securities to which this statement relates is
the Common Stock of the Company.
(e) The CUSIP number for the Common Stock is 072700 10 7.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
This item is inapplicable.
ITEM 4. OWNERSHIP.
(a) (i) Amount beneficially owned by Mr. Anderson as of
December 31, 1997: 1,288,000 shares.
(ii) Amount beneficially owned by APLP as of December 31,
1997: 1,018,000
(b) (i) Percent of class beneficially owned by Mr. Anderson
as of December 31, 1997: 7.1%
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(ii) Percent of class beneficially owned by APLP as of
December 31, 1997: 5.6%
(c) Number of shares as to which the reporting person has:
(i) sole power to vote or direct the vote:
(a) Mr. Anderson: 270,000
(b) APLP: 0
(ii) shared power to vote or direct the vote:
(a) Mr. Anderson: 1,018,000
(b) APLP: 1,018,000
(iii) sole power to dispose or to direct the disposition of:
(a) Mr. Anderson: 100,000
(b) APLP: 0
(iv) shared power to dispose or to direct the
disposition of:
(a) Mr. Anderson: 1,018,000
(b) APLP: 1,018,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This item is inapplicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
This item is inapplicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
This item is inapplicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Mr. Anderson is the managing general partner of AnSon Partners Limited
Partnership, which is a party to the Second Amended and Restated
Stockholders
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and Voting Agreement (the "Stockholders' Agreement"), dated as of
October 16, 1997, by and among the Company, AnSon Partners Limited
Partnership, Energy Spectrum Partners LP and DLB Oil and Gas, Inc., as
amended, which agreement is filed as Exhibit 2 hereto.
Under the terms of the Stockholders' Agreement, the parties have agreed
(i) the Board of Directors shall consist of no more than ten members,
(ii) Energy Spectrum shall have the right to designate one nominee for
director as long as it owns at least (a) 5% of the outstanding Common
Stock of the Company, (b) 50% in principal amount of the Subordinated
Notes purchased in the May Financing or (c) 600,000 shares of Common
Stock, (iii) Anadarko shall have the right to designate one nominee for
director as long as it owns at least (a) 5% of the outstanding Common
Stock of the Company or (b) 600,000 shares of Common Stock, and (iv)
DLB shall have the right to designate one nominee for director as long
as it owns at least 5% of the outstanding Common Stock of the Company.
The parties to the Stockholders' Agreement are obligated to vote all of
their voting securities (including certain Common Stock Equivalents) of
the Company for these designees. The parties to the Stockholders'
Agreement in the aggregate own approximately 29.3% of the outstanding
shares of the Common Stock.
Mr. Anderson and APLP disclaim beneficial ownership of the shares of
Common Stock held by any other party to the Stockholders' Agreement.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
This item is inapplicable.
ITEM 10. CERTIFICATION.
This item is inapplicable.
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EXHIBITS
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Exhibit 1
--------- Joint Filing Agreement dated February 10, 1998 between Carl B. Anderson, III and AnSon Partners
Limited Partnership.
Exhibit 2
--------- Stockholders' Agreement, dated as of October 16, 1997, by and among the Company, AnSon Partners
Limited Partnership, Energy Spectrum Partners LP and DLB Oil and Gas, Inc., (Incorporated by
reference to Exhibit 9.1 to the Company's Registration Statement on Form S-1 (Registration No.
333-34451)). First Amended Stockholders' Agreement, dated as of November 4, 1997, by and among
the Company, AnSon Partners Limited Partnership, Energy Spectrum Partners LP and DLB Oil and
Gas, Inc., (Incorporated by reference to Exhibit 9.2 to the Company's Registration Statement on
Form S-1 (Registration No. 333-34451)).
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SIGNATURE
After reasonable 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.
Date: February 10, 1998
CARL B. ANDERSON, III
/s/ Carl B. Anderson, III
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Carl B. Anderson, III
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SIGNATURE
After reasonable 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.
Date: February 10, 1998
ANSON PARTNERS LIMITED
PARTNERSHIP
/s/ Carl B. Anderson, III
------------------------------
Carl B. Anderson, III
Managing General Partner
Page 8 of 10
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EXHIBIT INDEX
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EXHIBIT PAGE NO.
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Exhibit 1
- --------- Joint Filing Agreement dated February 10, 1998 10
between Carl B. Anderson, III and AnSon Partners
Limited Partnership.
Exhibit 2
- --------- Stockholders' Agreement, dated as of October 16,
1997, by and among the Company, AnSon Partners
Limited Partnership, Energy Spectrum Partners LP and
DLB Oil and Gas, Inc., (Incorporated by reference to
Exhibit 9.1 to the Company's Registration Statement
on Form S-1 (Registration No. 333-34451)). First
Amended Stockholders' Agreement, dated as of
November 4, 1997, by and among the Company, AnSon
Partners Limited Partnership, Energy Spectrum
Partners LP and DLB Oil and Gas, Inc., (Incorporated
by reference to Exhibit 9.2 to the Company's
Registration Statement on Form S-1 (Registration No.
333-34451)). 6
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Page 9 of 10
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including any and all amendments
thereto) with respect to the Common Stock, par value $.01 per share, of Bayard
Drilling Technologies, Inc., and further agree that this Joint Filing Agreement
shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13G and any amendments thereto,
and for the accuracy and completeness of the information concerning such party
contained therein; provided, however, that no party is responsible for the
accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 10, 1998
CARL B. ANDERSON, III
/s/ Carl B. Anderson, III
-------------------------
Carl B. Anderson
ANSON PARTNERS LIMITED PARTNERSHIP
/s/ Carl B. Anderson, III
-------------------------
Carl B. Anderson, III
Managing General Partner
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