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): November 4, 1996
DI INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-8226 74-2144774
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
450 GEARS ROAD, SUITE 625
HOUSTON, TEXAS 77077
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
713/874-0202
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(NOT APPLICABLE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS
On November 4, 1996, DI Industries, Inc., a Texas corporation (the
"Company") announced that it had entered into a letter of intent to acquire
substantially all of the operating assets of Diamond M Onshore, Inc., a
wholly-owned subsidiary of Diamond M Offshore, Inc. (NYSE-DO). If the
transaction is consummated, the Company would acquire 10 land drilling rigs, all
of which are currently operating, 18 trucks, a yard facility in Alice, Texas,
and various other related inventory, spare parts, and equipment. All the
operating assets are expected to be purchased on an "as is, where is" basis. The
purchased assets would not include cash, notes, or accounts receivable. The
letter of intent provides that the purchase price for the assets is to be
mutually agreed by the parties, but should not be less than $24,000,000 nor more
than $26,000,000.
The letter of intent contemplates that the transaction would be closed on
or before December 31, 1996, subject to negotiation of a definitive asset
purchase agreement and to obtaining regulatory approvals, including under the
Hart-Scott-Rodino Antitrust Improvements Acts of 1976, as amended. The parties
to the transaction have also agreed in principle that upon the execution of the
definitive asset purchase agreement the Company will make a $2,000,000 deposit
with a financial institution acceptable to both the seller and the Company. The
deposit will be nonrefundable to the Company unless the Company's conditions to
the Closing, as set forth in the definitive asset purchase agreement, are not
satisfied through no fault of the Company, or unless the contemplated
transaction is not closed by mutual agreement. The seller's sole remedy for the
failure of the transaction to close due to the fault of the Company will be to
receive the Company's $2,000,000 deposit. The letter of intent further provides
that it may be terminated by either party at any time after November 12, 1996,
if a definitive asset purchase agreement has not been executed and delivered by
the parties thereto by such date.
SIGNATURE
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 thereunto duly authorized.
Date: November 5, 1996
DI INDUSTRIES, INC.
By: /s/ T. Scott O'Keefe
T. Scott O'Keefe,
Senior Vice President and
Chief Financial Officer
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