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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
GREY WOLF, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
397888-10-8
-----------------------------------
(CUSIP Number)
c/o Frank Capstick, Norex Drilling, Ltd, P. O. Box HM429,
Hamilton, HM BX, Bermuda
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
29 September 1997
-----------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall 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> 2
SCHEDULE 13D
CUSIP NO. 397888-10-8 PAGE 2 OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norex Drilling Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
---
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,685,605
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
---
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
17,685,605
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,685,605
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 397888-10-8 PAGE 3 OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Norex Industries Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Caymen Islands, British West Indies
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
--
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,685,605
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
--
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
17,685,605
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,685,605
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 397888-10-8 PAGE 4 OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kristian Siem
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
--
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,685,605
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
--
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
17,685,605
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,685,605
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 397888-10-8 PAGE 5 OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank Capstick
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
--
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,685,605
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
--
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
17,685,605
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,685,605
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, $0.10 par value per share (the
"Common Stock"), of Grey Wolf, Inc. (formerly, DI Industries, Inc.), a Texas
corporation, whose principal offices are located at 10370 Richmond Avenue,
Suite 600, Houston, Texas 77042 (the "Company").
ITEM 2. IDENTITY AND BACKGROUND.
The reporting persons include Norex Drilling Ltd. ("NDL"), Norex Industries
Inc. ("NXA"), Kristian Siem, an individual ("Siem"), and Frank Capstick, an
individual ("Capstick") (collectively, the "Reporting Persons").
NDL is a Bermuda corporation whose principal business consists of
investments made in various oil and gas companies in accordance with the
instructions received from NXA, its sole shareholder. The address of the
principal business and office of NDL is Cedar House, 41 Cedar Avenue, Hamilton,
HM-12, Bermuda. The directors and executive officers of NDL are listed in
Exhibit A attached hereto. NXA is considered the control person of NDL. Other
control persons may be deemed to include Elderberry Holdings Limited, a Bahamas
company ("Elderberry"), Sero Trust, a Bermudian trust (the "Trust"), and
Harrington Trust Limited, a Bermudian trust company (the "Trustee"). Elderberry
owns approximately 45.34% of the issued and outstanding common stock of NXA.
The Trust owns Elderberry. The Trustee owns approximately 4.49% of the issued
and outstanding common stock of NXA on behalf of the Trust whose potential
beneficiaries include the mother and brothers of Siem.
NXA, a Cayman Islands company, is an industrial holding company with
investments in autonomous subsidiaries engaged in the international offshore
oil and gas drilling and service industries, the onshore oil and gas drilling
industry and the cruise industry. NXA is a public company traded on the Oslo
Stock Exchange and American Stock Exchange (OSE/AMEX Symbol: NXA). NXA is the
sole shareholder of NDL capital stock. The address of the office in the Cayman
Islands is c/o Maples and Calder, South Church Street, Grand Cayman, Cayman
Islands, British West Indies and the mailing address of the principal business
and executive office in Bermuda is P.O. Box HM429, Hamilton, HM BX, Bermuda.
The directors and executive officers of NXA are listed in Exhibit A attached
hereto; there are no other control persons of NXA except for Elderberry, the
Trust and the Trustee.
Siem, the chairman of the board and vice-president of NDL and the chairman
of the board and chief executive officer of NXA, is a natural person who lives
at 30 Hyde Park Gate, London, England. Siem's principal occupation is chairman
and chief executive officer of NXA. Siem is a citizen of Norway.
Capstick, a director and president of NDL and a director and president of
NXA, is a natural person who lives at 11 Grove, Townhill Road, Smiths Parish,
Bermuda.
-6-
<PAGE> 7
Capstick's principal occupation is president of NDL and NXA. Capstick is a
citizen of Bermuda.
Prior to September 1996, NDL and NXA filed a Schedule 13D with respect to
the beneficial ownership of securities of the Company. This changed on 27
August 1996 when a Schedule 13D Group Filing Agreement (the "Group Filing") was
entered into by and among NDL, Pronor Holdings Ltd., a British Virgin Islands
corporation, ("Pronor", and together with NDL, the "Drilling Group"), Somerset
Drilling Associates, L.L.C., a Delaware limited liability company ("Somerset"),
Somerset Capital Partners, a New York general partnership and the managing
member of Somerset ("SCP"; and together with Somerset, the "Somerset Group"),
Roy T. Oliver, Jr., a natural person ("Oliver"), U.S. Rig and Equipment, Inc.,
an Oklahoma corporation ("USRE"), Mike Mullen Energy Equipment Resource, Inc.,
a Texas corporation ("EER"), GCT Investments, Inc., a Texas corporation
("GCT"), Mike L. Mullen, a natural person ("Mullen"; and together with Oliver,
USRE, EER and GCT, the "Mullen/Oliver Group") (the Drilling Group, the Somerset
Group and the Mullen/Oliver Group are hereinafter sometimes referred to
individually as "Shareholder" and collectively as "Shareholders") and the
following persons: NXA, Prosperity Investments, Inc. (the sole shareholder of
Pronor capital stock and a 47.06%-owned subsidiary of NXA until 12 September
1996 when it became a wholly-owned subsidiary of NXA), Siem, Capstick, Thomas
H. O'Neill, Jr., a natural person, Steven A. Webster, a natural person, William
R. Ziegler, a natural person, PRD Rig Partnership 1995, Ltd., a Texas limited
partnership, and EER National 78 Partnership, Ltd., a Texas limited
partnership, (each, an "Indirect Beneficial Owner" and collectively, the
"Indirect Beneficial Owners), as amended.
The Group Filing was deemed necessary when the Shareholders became parties
to a certain shareholders agreement dated 7 May 1996 and amended 11 June 1996
but effective as of the effective date of the mergers whereby assets owned by
the Somerset Group and by the Mullen/Oliver Group were merged into the Company
in exchange for Common Stock and warrants to acquire Common Stock (the
"Shareholders Agreement"). By virtue of certain provisions within the
Shareholders Agreement and upon the effective date of the mergers, it was
believed that the Shareholders and Indirect Beneficial Owners could be deemed a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and the rules and regulations
promulgated by the Securities and Exchange Commission pursuant thereto.
Accordingly, the Shareholders and Indirect Beneficial Owners filed as a group
with the Commission and sent to each of the American Stock Exchange ("AMEX")
and the Company an initial statement on Schedule 13D dated 9 September 1996
with respect to the beneficial ownership of securities of the Company by the
Shareholders and Indirect Beneficial Owners after giving effect to the mergers
and have filed all required amendments to such initial statement thereafter in
accordance with the Exchange Act and the rules and regulations promulgated by
the Securities and Exchange Commission.
On 30 September 1997, the Shareholders executed a second amendment to the
Shareholders Agreement (see Exhibit B) whereby the Shareholders agreed to
terminate all
-7-
<PAGE> 8
agreements, obligations, rights, representations, warranties, covenants and
other provisions of the Shareholders Agreement in their entirety. It was
separately agreed that each of the Shareholders and Indirect Beneficial Owners
would file Schedule 13D's individually or in groups as deemed appropriate.
During the past five years, none of the Reporting Persons (and, to the best
of their knowledge, no executive officer, director and/or control person of any
Reporting Person) has been (a) convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On 2 June 1994, NDL used its working capital to purchase 20,690,105 shares
of common stock of the Company from Pennsylvania Company for $0.70 per share,
or a total amount of $14,483,073. Pennsylvania Company is a wholly-owned
subsidiary of American Premier Underwriters, Inc., an Ohio corporation, whose
common shares are listed on the New York Stock Exchange. In accordance with its
intentions stated at the time of the closing of the purchase and sale
transaction, NDL sold 1,960,000 shares of Common Stock on 1 July 1994 in order
to reduce its interest in the issued and outstanding Common Stock below 50%.
In three transactions during August 1997, NDL sold a total of 1,044,500
shares of Common Stock pursuant to Rule 144 under the Securities Exchange Act
of 1933.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was acquired for investment purposes. The Reporting
Persons may, from time to time, (a) sell such Common Stock in privately
negotiated transactions depending on existing market conditions and other
conditions which the Reporting Persons may deem relevant or (b) permit dilution
of its ownership interest through the issuance of additional shares by the
Company. The Reporting Persons intend to review their investment in the Company
on a continuing basis and, depending upon the price and availability of the
Common Stock, subsequent developments affecting the Company's business and
prospects, other investments and business opportunities available to the
Reporting Entities, general stock market and economic conditions, tax
considerations and other factors deemed relevant, may decide to increase or
decrease the size of their investment.
-8-
<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
NDL owns 17,685,605 shares of Common Stock representing an 11.65% interest
in the issued and outstanding Common Stock.
As noted previously, NDL sold 1,044,500 shares of Common Stock pursuant to
Rule 144 during August 1997 under the Securities Exchange Act of 1933 and as
reported on Form 4 filed pursuant to Section 16(a) of the Securities Exchange
Act of 1934 in September 1997. Other than the sales of the above Common Stock,
no Reporting Persons nor to their knowledge, any of the persons named in
Exhibit A hereto has effected any transactions in shares of Common Stock during
the preceding sixty days.
Each of Siem and Capstick and each of the individuals listed on Exhibit A
attached hereto expressly disclaim ownership of any shares of Common Stock
covered by this Schedule.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On 29 September 1997, the Company filed with the Securities and Exchange
Commission a Form S-3 Registration Statement under the Securities Act of 1933,
Registration No. 333-36593 which is incorporated herein by reference. Of the
25,000,000 shares of Common Stock included in the subject offering, 12,500,000
shares are being sold by the Company and 12,500,000 shares are being sold by
the Shareholders and other shareholders of the Company.
NDL has agreed to include approximately 2,759,000 shares in the 12,500,000
shares of Common Stock offered for sale by the Shareholders and other
shareholders of the Company. The final number of shares of Common Stock to be
sold may vary depending upon the success of the offering and the exercise, if
any, of options by the Underwriters to purchase additional shares to cover
possible over-allotments. Assuming that the offering is successful and that no
options are exercised by the underwriters with respect to the purchase of
additional shares, NDL will own 14,926,605 shares of Common Stock, or 9.08% of
the total issued and outstanding shares of the Company.
Other than the contracts, agreements and transactions described in this
Schedule 13D, there are no contracts, arrangements, or understandings or
relationships with respect to any securities of the Company which involve any
of the Reporting Persons or to their knowledge, any of the persons listed in
Exhibit A hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Directors and Executive Officers of NDL and NXA
Exhibit B: Second Amendment to Shareholders Agreement
-9-
<PAGE> 10
INDEX TO EXHIBITS
Exhibit A: Directors and Executive Officers of NDL and NXA
Exhibit B: Second Amendment to Shareholders Agreement
-9-
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best extent of my knowledge and belief,
I certify that the information set forth above is true, complete and correct.
Dated: 8 October 1997 NOREX DRILLING LTD.
------------------
By: /s/ Frank Capstick
-----------------------------
Frank Capstick, President
Dated: 8 October 1997 NOREX INDUSTRIES INC.
------------------
By: /s/ Frank Capstick
-----------------------------
Frank Capstick, President
Dated: 8 October 1997 /s/ Kristian Siem
------------------ -----------------------------
Kristian Siem, Individually
Dated: 8 October 1997 /s/ Frank Capstick
------------------ -----------------------------
Frank Capstick, Individually
-10-
<PAGE> 1
Exhibit A
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------------ ----------- -----------------------------------------
<S> <C> <C>
Kristian Siem Norway Chairman and Chief Executive Officer
The Hopemount Shipping Co. Ltd. of Norex Industries Inc., Chairman and
1 Derry Street Vice-President of Norex Drilling Ltd.,
London W8X 5NN England Chairman of the Boards of Det
Sondenfjelds-Norske
Dampskibsselskab ASA, NCL Holding
ASA and Norwegian Cruise Line
Limited and a director on the boards of
Transocean Offshore Inc., Invesco
Blue Chip Trust plc, Lambert
Fenchurch Group Plc and Ivar
Holdings ASA.
Frank Capstick Bermuda Director and President of Norex
Cedar House Industries Inc. and Director and
41 Cedar Avenue President of Norex Drilling Ltd.
Hamilton, HM-12, Bermuda
Douglas Molyneux Bermuda Director of Norex Drilling Ltd.;
Appleby, Spurling & Kempe attorney and barrister, Appleby,
Cedar House Spurling & Kempe.
41 Cedar Avenue
Hamilton, HM EX, Bermuda
M.D. Moross U.K. Director of Norex Industries Inc. and a
7 Prince's Gate private investor. Mr. Moross is the
London SW7 1QL England father-in-law of Kristian Siem.
Barry W. Ridings U.S. Director of Norex Industries Inc.,
BT Alex. Brown Incorporated Managing Director of BT Alex. Brown
1290 Avenue of Americas Incorporated and a director on the
10th Floor boards of Transcor Waste Services
New York, New York 10104 Inc., SubMicron Systems Corporation,
Noodle Kidoodle, Inc., New Valley
Corporation and Telemundo Group,
Inc.
</TABLE>
A-1
<PAGE> 2
DIRECTORS AND EXECUTIVE OFFICERS, CONT'D
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------------ ----------- -----------------------------------------
<S> <C> <C>
Dudley B. Sanger U.K. Director of Norex Industries Inc. and a
29 Kingston House South private investor.
Ennismore Gardens
London SW7 1NF England
Ivar Siem Norway Director of Norex Industries Inc.;
Furulundtoppen 25 Chairman of Grey Wolf, Inc., Blue
Oslo 0281 Norway Dolphin Energy Company and
Seateam Technology ASA and a
Director of Det Sondenfjelds-Norske
Dampskibsselskab ASA and various
private Norwegian companies. Mr.
Siem is the brother of Kristian Siem.
Carol Summers Bermuda Secretary of Norex Drilling Ltd.
Cedar House
41 Cedar Avenue
Hamilton, HM EX, Bermuda
Michael Delouche U.S. Treasurer of Norex Drilling Ltd. and
11 Greenway Plaza, Ste. 1606 Secretary and Controller of Norex
Houston, Texas 77046 Industries Inc.
</TABLE>
A-2
<PAGE> 1
Exhibit B
SECOND AMENDMENT TO SHAREHOLDERS' AGREEMENT
This Second Amendment to Shareholders' Agreement (this "Second Amendment")
is made as of September 30, 1997 by and among Somerset Drilling Associates,
L.L.C., a Delaware limited liability company ("Somerset"), Somerset Capital
Partners, a New York general partnership and the Managing Member of Somerset
("SCP"), Roy T. Oliver, Jr., a natural person ("Oliver"), U.S. Rig and
Equipment, Inc., an Oklahoma corporation ("USRE"), Mike Mullen Energy Equipment
Resource, Inc., a Texas corporation ("EER"), GCT Investments, Inc., a Texas
corporation ("GCT"), Mike L. Mullen, a natural person ("Mullen"), Norex
Drilling Ltd., a Bermuda corporation ("Norex Drilling"), and Pronor Holdings
Ltd., a British Virgin Islands corporation ("Pronor").
WHEREAS, Somerset, SCP, Oliver, USRE, EER, GCT, Mullen, Norex Drilling and
Pronor (collectively, the "Shareholders") are parties to the Shareholders'
Agreement (the "Agreement") dated as of May 7, 1996, as amended by the
Amendment to Shareholders' Agreement dated as of June 11, 1996; and
WHEREAS, the Shareholders desire to terminate the provisions of the
Agreement.
NOW, THEREFORE, each of the Shareholders hereby agrees and amends the
Agreement such that all agreements, obligations, rights, representations,
warranties, covenants and other provisions of the Shareholders' Agreement are
terminated in their entirety and henceforth shall be of no force and effect.
EXECUTED to be effective as of the date set forth above.
SOMERSET DRILLING ASSOCIATES, L.L.C.
By: /s/ William R. Ziegler
-----------------------------------
Name: William R. Ziegler
Title: Partner of SCP, Managing Member
SOMERSET CAPITAL PARTNERS ("SCP")
By: /s/ William R. Ziegler
-----------------------------------
Name: William R. Ziegler
Title: Partner
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
B-1
<PAGE> 2
ROY T. OLIVER
By: /s/ Roy T. Oliver
-----------------------------------
Name: Roy T. Oliver
U.S. RIG AND EQUIPMENT, INC.
By: /s/ Roy T. Oliver
-----------------------------------
Name: Roy T. Oliver
Title: President
MIKE MULLEN ENERGY EQUIPMENT
RESOURCE, INC.
By: /s/ Mike Mullen
-----------------------------------
Name: Mike Mullen
Title: President
GCT INVESTMENTS, INC.
By: /s/ Mike Mullen
-----------------------------------
Name: Mike Mullen
Title: President
Mike L. Mullen
By: /s/ Mike L. Mullen
-----------------------------------
Name: Mike L. Mullen
NOREX DRILLING LTD.
By: /s/ Frank Capstick
-----------------------------------
Name: Frank Capstick
Title: President
PRONOR HOLDINGS LTD.
By: /s/ Frank Capstick
-----------------------------------
Name: Frank Capstick
Title: President
B-2
