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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
|X| Preliminary information statement | | Confidential, for use of the
Commission only (as permitted
by Rule 14c-5(d)(2))
| | Definitive information statement
DI INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No:
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(4) Date Filed:
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DI INDUSTRIES, INC.
10370 RICHMOND AVENUE, SUITE 600
HOUSTON, TEXAS 77042
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INFORMATION STATEMENT
REGARDING
CONSENT OF SHAREHOLDERS
GIVEN ON JULY ___, 1997
----------------------------
This Information Statement contains, or incorporates by reference,
certain statements that may be deemed "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements, other than statements of
historical facts so included in this Information Statement that address
activities, events or developments that the Company expects, projects, believes
or anticipates will or may occur in the future are forward-looking statements.
Such statements are based on certain assumptions and analyses made by management
of the Company in light of its experience and its perception of historical
trends, current conditions, expect future developments and other factors it
believes to be appropriate. The forward-looking statements included in this
Information Statement are also subject to a number of material risks and
uncertainties. Prospective investors are cautioned that such forward-looking
statements are not guarantees of future performance and that actual results,
developments and business decisions may differ from those envisaged by such
forward-looking statements.
This Information Statement is being furnished to the shareholders of DI
Industries, Inc., a Texas corporation (the "Company"), in connection with a
recently executed written consent of certain of the Company's shareholders
relating to an amendment to the Company's Articles of Incorporation (the
"Charter"). The Board of Directors of the Company (the "Board"), at a special
meeting of the Board of Directors held on July 8, 1997, and certain shareholders
of the Company (the "Consenting Shareholders") who own shares which together
represent 52.2% of the issued and outstanding shares of the Company's common
stock, par value $.10 per share (the "Common Stock"), by written consent dated
July ___, 1997, approved an amendment to the Charter to change the name of the
Company to "Grey Wolf, Inc." (the "Amendment"). Articles of Amendment effecting
the Amendment (the "Articles of Amendment") will be filed with the Texas
Secretary of State on August ___, 1997.
ACCORDINGLY, YOUR CONSENT IS NOT REQUIRED FOR PASSAGE OF THE AMENDMENT AND
IS NOT BEING SOLICITED BY THE COMPANY. IN ADDITION, THE COMPANY IS NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY. NO MEETING IS BEING
HELD; THIS INFORMATION STATEMENT IS BEING SENT TO INFORM YOU OF THE AMENDMENT AS
REQUIRED BY FEDERAL SECURITIES LAWS.
This Information Statement concerning the Articles of Amendment is being
mailed on or about July ___, 1997 to all shareholders of record. The Board has
fixed the close of business on July 15, 1997, as the record date (the "Record
Date") for the determination of shareholders entitled to notice of the
Amendment. As of the Record Date, there were outstanding 151,544,991 shares of
Common Stock of the Company.
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PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of June 30, 1997
regarding the beneficial ownership of the Common Stock by (i) each person who is
known by the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (ii) directors of the Company, and (iii) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AT JUNE 30, 1997
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NAME AND ADDRESS OF BENEFICIAL
OWNER, IDENTITY OF GROUP NUMBER PERCENT
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<S> <C> <C>
The Somerset Group(1),(2) 35,579,978(3),(4) 23.5%
Somerset Capital Partners...................................... 35,423,978(5) 23.4%
Somerset Drilling Associates, L.L.C............................ 29,962,223 19.8%
69 Delaware Avenue
Buffalo, New York 14202
The Drilling Group(1)(2).......................................... 18,730,105 12.4%
Norex Drilling, Ltd./Norex Industries, Inc..................... 18,730,105(6) 12.4%
P.O. Box HM 429
Hamilton, HM, BX, Bermuda
The Mullen/Oliver Group(1),(2):................................... 26,371,117(3)(4) 17.4%
Mike L. Mullen................................................. 11,480,503(7) 7.6%
8411 Preston Road, Suite 730-LB2
Dallas, Texas 75225
Mike Mullen Energy Equipment Resources, Inc.................... 7,373,620 4.9%
8411 Preston Road, Suite 730-LB2
Dallas, Texas 75225
Directors:
Ivar Siem...................................................... 19,296,105(8)(9) 12.7%
Lucien Flournoy................................................ 7,127,555(10) 4.7%
Peter M. Holt.................................................. 175,000(8) *
Roy T. Oliver, Jr.(1),(2)...................................... 15,778,306(8)(11) 10.4%
Steven A. Webster(1),(2)....................................... 35,499,978(8)(12) 23.4%
William R. Ziegler(1),(2)...................................... 35,503,978(8)(13) 23.4%
William T. Donovan............................................. 585,938(14) *
James K.B. Nelson.............................................. 4,694,091(15) 3.1%
Directors and executive officers as a group (16 persons):......... 83,632,209 55.2%
</TABLE>
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* Less than one percent.
(1) The Somerset Group, the Drilling Group and the Mullen/Oliver Group are
three subgroups that comprise one group (the "Shareholder Group") made up
of entities and persons who are party, or in control of such parties, to
the Shareholder's Agreement dated May 7, 1996, amended June 11, 1996, and
effective as of August 29, 1996 (the "Shareholder Agreement"). These
entities or persons include: (i) Somerset Drilling Associates, L.L.C.
("SDA"), Somerset Capital Partners ("SCP"), and the three general partners
of SCP, who are Thomas H. O'Neill, Jr., Steven A. Webster, and William R.
Ziegler (collectively, the "Somerset Group"); (ii) Roy T. Oliver, Jr.,
U.S. Rig & Equipment, Inc., an Oklahoma corporation ("USRE"), Mike Mullen
Energy Equipment Resource, Inc., a Texas corporation ("MMEER"), GCT
Investments, Inc., a Texas corporation ("GCT"), Mike L. Mullen, and La
Patagonia Offshore, Inc., a Texas corporation ("LPO"), (collectively, the
"Mullen/Oliver Group"); and (iii) Norex Drilling Ltd., a Bermuda
corporation ("Norex Drilling"), Pronor Holdings Ltd., a British Virgin
Islands corporation, Norex Industries, Inc., a Cayman Islands company,
Prosperity Investments Inc., a British Virgin Islands company, Kristian
Siem and Frank Capstick (collectively, the "Drilling Group"). Pursuant to
the Shareholder Agreement, the parties agreed that the nominees that each
of the Somerset Group, the Drilling Group and the Mullen/Oliver Group is
entitled under certain circumstances to designate to the Board of
Directors, will be selected by the vote of such parties, as will two
additional independent, nonemployee directors. Messrs. Siem, Oliver and
Ziegler have been designated by the Drilling Group, the Mullen/Oliver
Group and the Somerset Group, respectively. With respect to shares of
Common Stock acquired after August 29, 1996, certain provisions in the
Shareholder Agreement limit the parties' voting power to their voting
power as of August 29, 1996. In general, the Shareholder Agreement
terminates on August 29, 2000, unless terminated earlier upon the
occurrence of certain circumstances (e.g. two or more of the subgroups
owning less than 7.5% of the outstanding Common Stock).
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(2) Each of the members of the Somerset Group, the Mullen/Oliver Group and the
Drilling Group may be deemed to constitute a "group" within the meaning of
the Exchange Act by virtue of the fact that the shares of Common Stock of
the Company beneficially owned by them are held subject to the Shareholder
Agreement; and if acting together, the Shareholder Group may be deemed to
beneficially own all of the 80,681,200 shares of Common Stock owned by the
individual members of the Shareholder Group, or approximately 53.3% of the
outstanding Common Stock. Each of the members of the Somerset Group, the
Mullen/Oliver Group and the Drilling Group disclaims beneficial ownership
of the shares of Common Stock owned, controlled or deemed to be owned or
controlled by any members of each of the other "subgroups." Furthermore,
Kristian Siem and Frank Capstick disclaim beneficial ownership of the
shares of Common Stock owned, controlled or deemed to be owned or
controlled by members of the Drilling Group.
(3) Does not include shares of Common Stock that members of the Somerset Group
and Mullen/Oliver Group may have rights to acquire upon exercise of
warrants. Such rights, if any, to acquire shares of Common Stock pursuant
to such warrants are contingent upon the occurrence of events not within
the control of the members of the Somerset Group and Mullen/Oliver Group.
(4) Includes shares of Common Stock underlying outstanding options granted to
Company directors who are members of the named group. See note 1 above
and note 8 below.
(5) Includes 5,461,755 shares of Common Stock owned by SCP, and 29,962,223
shares of Common Stock beneficially owned through SDA of which SCP is
the managing member.
(6) Represents shares of Common Stock beneficially owned by Norex Industries,
Inc. through its wholly-owned subsidiary, Norex Drilling.
(7) Includes shares of Common Stock beneficially owned through the following
entities controlled by Mr. Mullen: MMEER--7,373,620; GCT--3,219,191; and
LPO--887,692.
(8) Includes the following number of shares of Common Stock which the named
individual has the right to acquire upon exercise of currently exercisable
stock options: Mr. Siem--566,000; Mr. Holt--75,000; Mr. Oliver--75,000;
Mr. Webster--75,000; and Mr. Ziegler--75,000.
(9) Includes 18,730,105 shares of Common Stock beneficially owned through
Norex Industries, Inc., of which Mr. Siem is a director. He is also one
of five potential beneficiaries in a trust which controls Norex
Industries, Inc. Mr. Siem disclaims beneficial ownership of these
18,730,105 shares.
(10) Includes 4,229,811 shares of Common Stock owned by Mr. Flournoy and
2,897,744 shares of Common Stock beneficially owned through his wife.
(11) Includes 12,155,612 shares of Common Stock owned by Mr. Oliver, 2,660,002
shares of Common Stock beneficially owned through USRE, which is
wholly-owned and controlled by him, and 887,692 shares of Common Stock
beneficially owned through LPO, jointly-owned and controlled by Mr.
Oliver.
(12) Includes 1,000 shares of Common Stock owned by Mr. Webster, and
35,423,978 shares of Common Stock beneficially owned through SCP, of
which Mr. Webster is a general partner.
(13) Includes 5,000 shares of Common Stock owned by Mr. Ziegler, and
35,423,978 shares of Common Stock beneficially owned through SCP, of which
Mr. Ziegler is a general partner.
(14) Includes 268,660 shares held by a limited partnership comprised of Mr.
Donovan and members of his family.
(15) Includes 3,129,798 shares held by Felicity Ventures, Ltd., a limited
partnership comprised of Mr. Nelson and members of his family.
ARTICLES OF AMENDMENT
The Company recently completed the acquisition of Grey Wolf Drilling
Company ("Grey Wolf") through the merger of Grey Wolf with and into Drillers,
Inc., a Texas corporation and a wholly-owned subsidiary of the Company, pursuant
to a Plan and Agreement of Merger dated March 7, 1997 (the "Merger Plan"). As
part of the Merger Plan, the Board of Directors agreed to submit a proposal to
its shareholders to change the Company's name to include the words "Grey Wolf."
Knowing that the Company would be required to submit the name change to its
shareholders through their respective representatives on the Board of Directors,
the Consenting Shareholders executed a written consent to save the Company the
time and expense of a proxy or consent solicitation. The Board and the
Consenting Shareholders believe that the name "Grey Wolf Drilling Company" has
significant goodwill and that the adoption of the name "Grey Wolf, Inc." will
provide the Company with increased name recognition.
ADOPTION OF ARTICLES OF AMENDMENT
By written consent dated July ___, 1997, the Consenting Shareholders gave
their written consent to the adoption of the Amendment and the subsequent filing
of the Articles of Amendment with the Texas Secretary of State on August ___,
1997. THEREFORE, NO FURTHER SHAREHOLDER CONSENTS ARE REQUIRED.
By Order of the Board of Directors,
T. Scott O'Keefe
Secretary
Houston, Texas
July ___, 1997
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