<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1997.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
REGISTRATION STATEMENT ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
DI INDUSTRIES, INC.
DRILLERS, INC.
DI INTERNATIONAL, INC.
DI ENERGY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
TEXAS 74-2144774
TEXAS 74-1987143
TEXAS 76-0000351
TEXAS 74-2175411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
T. SCOTT O'KEEFE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
10370 RICHMOND AVENUE, SUITE 600 10370 RICHMOND AVENUE, SUITE 600
HOUSTON, TEXAS 77042-4136 HOUSTON, TEXAS 77042-4136
(713) 435-6100 (713) 435-6100
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of registrant's principal number,
executive offices) including area code, of agent for service)
</TABLE>
Copies to:
<TABLE>
<C> <C>
NICK D. NICHOLAS SETH R. MOLAY, P.C.
PORTER & HEDGES, L.L.P. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
700 LOUISIANA, 35TH FLOOR 1700 PACIFIC AVENUE, SUITE 4100
HOUSTON, TEXAS 77002 DALLAS, TEXAS 75201
(713) 226-0600 (214) 969-2800
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration Nos.
333-26519; 333-26519-01; 333-26519-02; and 333-26519-03
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
8 7/8% Senior Notes due 2007.............................. $175,000,000 $53,031(1)
- --------------------------------------------------------------------------------------------------------------------
Subsidiary Guarantees(2).................................. (3) (3)
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</TABLE>
(1) Estimated pursuant to Rule 457(o) solely for the purpose of calculating the
registration fee. Of such amount, $45,455 was previously paid with the
original registration statements; the balance due, $7,576, is paid herewith.
(2) Guarantees by Drillers, Inc., DI International, Inc. and DI Energy, Inc.
(the "Guarantors") of the payment of the principal of, and premium, if any,
and interest on the Senior Notes due 2007. Pursuant to Rule 457(n), no
separate registration fee is required.
(3) No separate consideration will be received for the Guarantees.
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<PAGE> 2
The purpose of this registration statement on Form S-3 (this "Registration
Statement") under the Securities Act of 1933, as amended (the "Act") is filed to
register additional securities pursuant to Rule 462(b) under the Act.
Incorporated in this Registration Statement by reference is the contents of
the registration statement on Form S-3, as amended by Amendment No. 2 thereto
filed June 23, 1997, by the following registrants:
<TABLE>
<CAPTION>
REGISTRANT REGISTRATION NO.
---------- ----------------
<S> <C>
DI Industries, Inc. 333-26519
Drillers, Inc. 333-26519-01
DI International 333-26519-02
DI Energy, Inc 333-26519-03
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of DI Industries, Inc., do hereby constitute and appoint Ivar Siem,
Thomas P. Richards, T. Scott O'Keefe, and David W. Wehlmann, or any of them, our
true and lawful attorneys and agents, to do any and all acts and things in our
name and on our behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act, and any rules, regulations and requirements of the Commission, in
connection with the filing of this Registration Statement, including
specifically without limitation, power and authority to sign for any of us, in
our names in the capacities indicated below, any and all amendments hereto; and
we do each hereby ratify and confirm all that the said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 23, 1997.
DI INDUSTRIES, INC.
By: /s/ T. SCOTT O'KEEFE
----------------------------------
T. Scott O'Keefe,
Senior Vice President and Chief
Financial
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 23, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <C>
/s/ THOMAS P. RICHARDS President and Chief Executive Officer
- -----------------------------------------------------
Thomas P. Richards
/s/ IVAR SIEM Chairman of the Board and Director
- -----------------------------------------------------
Ivar Siem
/s/ T. SCOTT O'KEEFE Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer
T. Scott O'Keefe
/s/ DAVID W. WEHLMANN Vice President and Controller
- -----------------------------------------------------
David W. Wehlmann
/s/ LUCIEN FLOURNOY Director
- -----------------------------------------------------
Lucien Flournoy
/s/ PETER M. HOLT Director
- -----------------------------------------------------
Peter M. Holt
/s/ ROY T. OLIVER, JR. Director
- -----------------------------------------------------
Roy T. Oliver, Jr.
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ STEVEN A. WEBSTER Director
- -----------------------------------------------------
Steven A. Webster
/s/ WILLIAM R. ZIEGLER Director
- -----------------------------------------------------
William R. Ziegler
</TABLE>
II-2
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of Drillers, Inc., do hereby constitute and appoint Thomas P. Richards,
T. Scott O'Keefe, and David W. Wehlmann, or any of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name and on our
behalf in our capacities as directors and officers, and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act, and any rules,
regulations and requirements of the Commission, in connection with the filing of
this Registration Statement, including specifically without limitation, power
and authority to sign for any of us, in our names in the capacities indicated
below, any and all amendments hereto; and we do each hereby ratify and confirm
all that the said attorneys and agents, or either of them, shall do or cause to
be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 23, 1997.
DRILLERS, INC.
By: /s/ DAVID W. WEHLMANN
----------------------------------
David W. Wehlmann,
Vice President and Controller
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 23, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <C>
/s/ THOMAS P. RICHARDS President, Chief Executive Officer and Director
- -----------------------------------------------------
Thomas P. Richards
/s/ T. SCOTT O'KEEFE Senior Vice President, Chief Financial Officer
- ----------------------------------------------------- and Director
T. Scott O'Keefe
/s/ DAVID W. WEHLMANN Vice President and Controller
- -----------------------------------------------------
David W. Wehlmann
/s/ TERRELL L. SADLER Director
- -----------------------------------------------------
Terrell L. Sadler
/s/ RONNIE E. MCBRIDE Director
- -----------------------------------------------------
Ronnie E. McBride
</TABLE>
II-3
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of DI International, Inc., do hereby constitute and appoint Thomas P.
Richards, T. Scott O'Keefe, and David W. Wehlmann, or any of them, our true and
lawful attorneys and agents, to do any and all acts and things in our name and
on our behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below,
which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act, and any
rules, regulations and requirements of the Commission, in connection with the
filing of this Registration Statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 23, 1997.
DI INTERNATIONAL, INC.
By: /s/ DAVID W. WEHLMANN
----------------------------------
David W. Wehlmann,
Vice President and Controller
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 23, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <C>
/s/ THOMAS P. RICHARDS President, Chief Executive Officer and Director
- -----------------------------------------------------
Thomas P. Richards
/s/ T. SCOTT O'KEEFE Senior Vice President, Chief Financial Officer
- ----------------------------------------------------- and Director
T. Scott O'Keefe
/s/ DAVID W. WEHLMANN Vice President and Controller
- -----------------------------------------------------
David W. Wehlmann
/s/ FORREST M. CONLEY, JR. Director
- -----------------------------------------------------
Forrest M. Conley, Jr.
</TABLE>
II-4
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of DI Industries, Inc., do hereby constitute and appoint Thomas P.
Richards, T. Scott O'Keefe, and David W. Wehlmann, or any of them, our true and
lawful attorneys and agents, to do any and all acts and things in our name and
on our behalf in our capacities as directors and officers, and to execute any
and all instruments for us and in our names in the capacities indicated below,
which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act, and any
rules, regulations and requirements of the Commission, in connection with the
filing of this Registration Statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 23, 1997.
DI ENERGY, INC.
By: /s/ DAVID W. WEHLMANN
----------------------------------
David W. Wehlmann,
Vice President and Controller
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 23, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <C>
/s/ THOMAS P. RICHARDS President, Chief Executive Officer and Director
- -----------------------------------------------------
Thomas P. Richards
/s/ T. SCOTT O'KEEFE Senior Vice President, Chief Financial Officer
- ----------------------------------------------------- and Director
T. Scott O'Keefe
/s/ DAVID W. WEHLMANN Vice President and Controller and Director
- -----------------------------------------------------
David W. Wehlmann
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS<QC>
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of KPMG Peat Marwick, LLP
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
<PAGE> 1
EXHIBIT 5.1
[PORTER & HEDGES, L.L.P. LETTERHEAD]
June 24, 1997
DI Industries, Inc.
10370 Richmond Avenue, Suite 600
Houston, Texas 77042-4136
Re: Opinion as to legality of Senior Notes due 2007
Ladies & Gentlemen:
We have examined the articles of incorporation, the bylaws, and the
corporate proceedings of DI Industries, Inc., a Texas corporation (the
"Company"), and certain of its subsidiaries relating to the registration under
the Securities Act of 1933, as amended, of $175,000,000 aggregate principal
amount of Senior Notes due 2007 (the "Notes") (including guarantees by certain
of the Company's domestic subsidiaries (the "Guarantees")), to be issued
pursuant to an Indenture between the Company and Texas Commerce Bank National
Association, as Trustee (the "Indenture"), and the qualification of the
Indenture under the Trust Indenture Act of 1939, as amended, on behalf of the
Company, for the purpose of sale of the Notes to the underwriters for offering
to the public. In giving this opinion, we have made such other examinations as
we deem necessary in the premises and from such examinations we are of the
opinion that:
1. Upon execution and delivery, the Indenture will have been duly
authorized by all necessary corporate action, and it will constitute
a legal, valid, and binding instrument enforceable in accordance with
its terms, except as enforcement may be limited by bankruptcy,
insolvency, or other laws relating to or affecting enforcement of
creditors' rights generally, and except that remedies of specific
performance and other forms of equitable relief are subject to
certain equitable defenses and to the discretion of the court.
<PAGE> 2
DI Industries, Inc.
June 20, 1997
Page 2
2. When issued and sold, the Notes and the Guarantees will have
been duly authorized by all necessary corporate action, and when
authenticated, delivered to and paid for by the underwriters,
will be legal, valid, and binding obligations of the Company and
the affected subsidiaries, respectively, entitled to the
benefits of the Indenture and enforceable in accordance with its
and their terms, except as enforcement may be limited by
bankruptcy, insolvency or other laws relating to or affecting
enforcement of creditors' rights generally, and except that
remedies of specific performance and other forms of equitable
relief are subject to certain equitable defenses and to the
discretion of the court.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included as a part of the Registration
Statement.
This opinion is conditioned upon the Registration Statement being
declared effective and upon compliance by the Company with all applicable
provisions of the Securities Act of 1933, as amended, and such state securities
rules, regulations and laws as may be applicable.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this registration statement of
DI Industries, Inc. on Form S-3 of our report dated March 14, 1997, relating to
the consolidated balance sheet of DI Industries, Inc. and Subsidiaries as of
December 31, 1996 and the related consolidated statements of operations, changes
in shareholders' equity and cash flows for the year then ended, and the related
financial statement schedule, which report appears in the December 31, 1996
annual report on Form 10-K of DI Industries, Inc.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Houston, Texas
June 23, 1997
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of DI Industries,
Inc., on Form S-3 of our report dated March 28, 1996, appearing in the Annual
Report on Form 10-K of DI Industries, Inc. for the year ended December 31, 1996,
and to the use of our report dated March 28, 1996, appearing in the Prospectus,
which is part of this Registration Statement. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
June 23, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report on the financial statements of Grey Wolf Drilling Company and to all
other references to our Firm included in or made a part of this registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
June 19, 1997
