SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DRECO ENERGY SERVICES LTD.
(NAME OF ISSUER)
CLASS A COMMON SHARES, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
261528 202
(CUSIP NUMBER)
W. ALAN KAILER, ESQ.
JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202-2799
(214) 855-4500
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
DECEMBER 1, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .
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CUSIP No. 261528 202
1 . Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Persons:
Kenneth H. Wenzel Oilfield Consulting Inc.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) (b)
3. SEC Use Only
4. Source of Funds (See instructions) 00
5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Alberta, Canada
Number of Shares 7. Sole Voting Power 366,964
Beneficially Owned by 8. Shared Voting Power 0
Each Reporting 9. Sole Dispositive Power 366,964
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
366,964
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row 11.
5.5%
14. Type of Reporting Person (See Instructions):
CO
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Schedule 13D
ITEM 1. SECURITY AND ISSUER.
(a) Title of the class of equity securities:
Class A Common Shares, no par value (the "Common Stock")
(b) Name and address of the issuer:
Dreco Energy Services Ltd.
1340 Weber Centre
5555 Calgary Trail South
Edmonton, Alberta T6H 5P9
Canada
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name:
The person on whose behalf this statement is filed is
Kenneth H. Wenzel Oilfield Consulting Inc., a company formed
under the laws of Canada (the "Company").
The Company's sole officer is Kenneth H. Wenzel,
President and Secretary/Treasurer.
The Company's sole legal and beneficial shareholder,
and sole director, is Kenneth H. Wenzel.
Although such officer, director and controlling
person is not a reporting person, he is a person ("Instruction
C Person") identified in Instruction C to Schedule 13D and
hence provides the information required by Items 2 through 6
of this Schedule 13D.
(b) Business address:
The address of the principal office of the Company is
c/o 2700, 10155 102 Street, Edmonton, Alberta T55 4G8. The
Instruction C Person can be contacted at this address.
(c) Principal business:
The Company was formed for the purpose of holding
investments.
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(d) Criminal convictions:
None of the persons providing information in this
statement have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) in the
last five years.
(e) Civil proceedings:
None of the persons providing information in this
statement have been subject to a judgment, decree or final
order enjoining future violations of or mandating activities
subject to federal securities laws or finding any violation
with respect to such laws.
(f) The Company is formed under the laws of Canada.
Kenneth H. Wenzel is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4.
ITEM 4. PURPOSE OF TRANSACTIONS.
Pursuant to an agreement dated November 14, 1996,
entered into between each of Kenneth H. Wenzel Oilfield
Consulting Inc., Kenneth H. Wenzel, Dean Foote and Dreco
Energy Services Ltd., Dreco Energy Services Ltd. acquired all
shares of Vector Oil Tool Ltd. held by each of the Company and
Dean Foote. In exchange for all common shares of Vector Oil
Tool Ltd. held by the Company, Dreco Energy Services Ltd.
issued 366,964 shares of its Common Stock, along with a cash
consideration payment of approximately $1,500,000 (Cdn.). In
exchange for all common shares of Vector Oil Tool Ltd. held by
Dean Foote, Dreco Energy Services Ltd. issued 58,036 shares of
its Common Stock, along with a cash consideration payment of
$500,000 (Cdn.). Furthermore, pursuant to the transaction
Dreco Energy Services Ltd. acquired the indebtedness of Vector
Oil Tool Ltd. owing to Kenneth H. Wenzel and to Dean Foote in
the aggregate amount of approximately $9,150,000 (Cdn.).
Whether the Company purchases, otherwise acquires,
sells or otherwise disposes of any additional shares of Common
Stock, and the amount, method and timing of any such
acquisitions or dispositions, will depend upon the Company's
assessment, on a continuing basis, of pertinent factors,
including, among other things: (i) the availability of such
shares of Common Stock for purchase or sale at particular
price levels or upon particular terms; (ii) the business and
prospects of the issuer; (iii) other business investment
opportunities available to the Company; (iv) economic
conditions; (v) money market and stock market conditions; (vi)
the attitude and actions of other stockholders of the issuer;
(vii) the
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availability and nature of opportunities to acquire or dispose
of Common Stock; and (viii) other plans and requirements of
the Company. Depending upon the Company's assessment of these
facts from time to time, the Company may elect to acquire
additional shares of Common Stock (by means of privately
negotiated purchases of shares, market purchases, a tender
offer, a merger or otherwise) or to dispose of some or all of
the Company's Common Stock.
The Company, through its position as a stockholder,
intends to influence the policies of management and may from
time to time recommend actions relating to items (a)-(j)
below; however, at this time, except as stated above, the
Company has no plans or proposals that relate to or would
result in: (a) the acquisition by any person of additional
securities of the issuer, or the disposition of securities of
the issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the issuer or any of its
subsidiaries; (d) any change in the present board of directors
or management of, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the issuer; (f) any other
material change in the issuer's business or corporate
structure; (g) changes in the issuer's certificate of
incorporation, bylaws or instruments corresponding thereto or
other actions that may impede the acquisition or control of
the issuer by any person; (h) causing a class of securities of
the issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association; (i) a class of equity securities of the issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any
of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this filing, the Company owns 366,964 shares
of Common Stock, representing approximately 5.5% of the common
stock outstanding on December 1, 1996.
(b) The Company has sole voting and dispositive power over the
shares it holds.
(c) Reference is made to Item 4 above, which is incorporated
herein by reference.
(d) As controlling shareholder of the Company, Kenneth H. Wenzel
has the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares held by the Company.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The Company and Kenneth H. Wenzel are parties to an
undertaking to hold the shares for a period of two (2) years.
ITEM 7. MATERIALS FILED AS EXHIBITS.
Exhibit 1 - Undertaking with respect to two-year holding period.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 6, 1996 KENNETH H. WENZEL OILFIELD
CONSULTING INC.
By: /s/ Kenneth H. Wenzel
-------------------------
Name: Kenneth H. Wenzel
Title: Director and President
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBER EXHIBIT NUMBERED PAGE
10.1 Undertaking with respect to two-year holding
period
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UNDERTAKING RE: RESALE RESTRICTIONS
TO: DRECO ENERGY SERVICES LTD.
1340 WEBER CENTRE
5555 CALGARY TRAIL SOUTH
EDMONTON AB T6H 5P9
Reference is made to a share purchase agreement made November 14, 1996
among Kenneth H. Wenzel Oilfield Consulting Inc., Kenneth H. Wenzel, Dean Foote
and Dreco Energy Services Ltd. (the "Share Purchase Agreement").
The undersigned acknowledges to Dreco Energy Services Ltd. ("Dreco")
that, with reference to the 366,964 Class A Common Shares of Dreco to be issued
to the undersigned pursuant to the Share Purchase Agreement (the "Undersigned's
Shares"), the undersigned has read and understood and has received legal advice
concerning the resale restrictions outlined in section 2.3 of the Share Purchase
Agreement.
Pursuant to paragraph 2.4(c) of the Share Purchase Agreement, the
undersigned hereby undertakes to Dreco that it shall not sell or dispose of or
grant any third party interest in any of the Undersigned's Shares at any time
prior to December 2, 1998.
This undertaking shall survive the completion of the transactions
contemplated by the Share Purchase Agreement.
Dated at Edmonton, Alberta, effective this 1st day of December, 1996.
KENNETH H. WENZEL OILFIELD
CONSULTING, INC.
Per:/s/Kenneth H. Wenzel
--------------------
Kenneth H. Wenzel
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