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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under The Securities Exchange Act of 1934
(Amendment No. 1)(1)
DI Industries, Inc.
- --------------------------------------------------------------------------------
(Name of issuer)
Common Stock, par value $0.10 per share
- --------------------------------------------------------------------------------
(Title of class of securities)
232909-10-1
- --------------------------------------------------------------------------------
(CUSIP Number)
c/o William R. Ziegler
Parson & Brown
666 Third Avenue, 9th Floor
New York, New York 10017; (212) 551-9860
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
October 4, 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 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.
(Continued on following pages)
- --------
(1) 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 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 1 of Pages
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CUSIP No. 232909-10-1 13D Page 2 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Somerset Drilling Associates, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b) of Initial Statement
BENEFICIALLY-
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b) of Initial Statement
9 SOLE DISPOSITIVE POWER
See Item 5(b) of Initial Statement
10 SHARED DISPOSITIVE POWER
See Item 5(b) of Initial Statement
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,428,978
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
14 TYPE OF REPORTING PERSON*
00 (Limited Liability Company)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 3 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Somerset Capital Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b) of Initial Statement
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b) of Initial Statement
9 SOLE DISPOSITIVE POWER
See Item 5(b) of Initial Statement
10 SHARED DISPOSITIVE POWER
See Item 5(b) of Initial Statement
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,428,978
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 4 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas H. O'Neill, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b) of Initial Statement
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b) of Initial Statement
9 SOLE DISPOSITIVE POWER
See Item 5(b) of Initial Statement
10 SHARED DISPOSITIVE POWER
See Item 5(b) of Initial Statement
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,428,978
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 5 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Steven A. Webster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b) of Initial Statement
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b) of Initial Statement
9 SOLE DISPOSITIVE POWER
See Item 5(b) of Initial Statement
10 SHARED DISPOSITIVE POWER
See Item 5(b) of Initial Statement
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,428,978
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 6 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William R. Ziegler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES See Item 5(b) of Initial Statement
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b) of Initial Statement
9 SOLE DISPOSITIVE POWER
See Item 5(b) of Initial Statement
10 SHARED DISPOSITIVE POWER
See Item 5(b) of Initial Statement
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,428,978
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 7 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
U.S. Rig and Equipment, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,296,117
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 8 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mike Mullen Energy Equipment Resource, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,296,117
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 9 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GCT Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,296,117
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 10 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
La Patagonia Offshore, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,296,117
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 232909-10-1 13D Page 11 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Roy T. Oliver, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,296,117
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 12 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mike L. Mullen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (See Item 3 of Initial Statement)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,296,117
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 232909-10-1 13D Page 13 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Norex Drilling Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 See Item 3 of Initial Statement and Item 3 of this Amendment CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,730,105
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 232909-10-1 13D Page 14 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Norex Industries Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 See Item 3 of Initial Statement and Item 3 of this Amendment CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR
2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,730,105
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [X]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 232909-10-1 13D Page 15 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kristian Siem
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5(a)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [ ]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5(a)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP No. 232909-10-1 13D Page 16 of Pages
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Frank Capstick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE VOTING POWER
EACH See Item 5(b)
REPORTING
PERSON WITH
8 SHARED VOTING POWER
See Item 5(b)
9 SOLE DISPOSITIVE POWER
See Item 5(b)
10 SHARED DISPOSITIVE POWER
See Item 5(b)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5(a)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* [ ]
See Item 5(a)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5(a)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
Introduction.
All of the reporting persons named in Item 2 below, other than La
Patagonia Offshore, Inc., together with PRD Rig Partnership 1995, Ltd. ("PRD"),
EER National 78 Partnership, Ltd. ("N78"), Pronor Holdings Ltd. ("Pronor") and
Prosperity Investments Inc. ("Prosperity") (collectively, the "Initial Group")
were signatories to an initial statement, on Schedule 13D, that was filed with
the Securities and Exchange Commission (the "Commission") on September 9, 1996
(the "Initial Statement"). The Initial Group jointly filed the Initial Statement
as a group solely because they may have been deemed a "group" within the meaning
of Rule 13d-5(b)(1) promulgated pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), by virtue of the fact that the shares of common
stock of the issuer directly or indirectly beneficially owned by them were held
subject to certain agreements with respect to the voting and disposition of same
under the terms and conditions of a certain shareholders' agreement dated May 7,
1996, as amended on June 11, 1996 (as amended, the "Shareholders' Agreement").
In accordance with Rule 13d-1(f) promulgated pursuant to the Exchange Act, all
of the members of the Initial Group executed a written agreement relating to the
joint filing of the Initial Statement (the "Group Filing Agreement"), a copy of
which was attached thereto as Exhibit I.
The reporting persons named in Item 2 below (collectively, the
"Group") are filing this Amendment No. 1 to Schedule 13D (the "Amendment"; the
Amendment, together with the Initial Statement being sometimes hereinafter
collectively referred to as the "Schedule 13D") primarily to disclose certain
changes in beneficial ownership of the Common Stock of the Company resulting
from the consummation of the following transfers of Common Stock that were
mentioned in the Initial Statement: (i) liquidating distribution of shares of
Common Stock by each of PRD and N78 to their respective partners, including La
Patagonia Offshore, Inc., resulting in the withdrawal of each of PRD and N78 as
members of the Group and the addition of La Patagonia Offshore, Inc. as a member
of the Group; and (ii) transfers of shares of Common Stock by certain members of
the Mullen/Oliver Group (as defined in Item 2 below) to certain third parties
not members of the Group in satisfaction of certain pre-existing contractual
obligations. In accordance with the terms and conditions of the Initial Group
Filing Agreement and in satisfaction of the Rule 13d-1(f) written agreement
requirement with respect to joint filings, La Patagonia Offshore, Inc. has
executed a joinder to the Initial Group Filing Agreement, in the form of an
Amendment No. 1 to Schedule 13D Group Filing Agreement (the "Amendment No. 1 to
Group Filing Agreement"; the Initial Group Filing Agreement, as amended and
supplemented by the Amendment No. 1 to Group Filing Agreement, being
<PAGE>
<PAGE>
sometimes hereinafter collectively referred to as the "Group Filing Agreement").
A copy of the Amendment No. 1 to Group Filing Agreement is attached as
Exhibit I to this Amendment.
Capitalized terms used in this Amendment without definition shall
have the respective meanings ascribed to them in the Initial Statement.
Item 1. Security and Issuer.
No change, except that the street address for each of Somerset,
SCP and O'Neill has been changed to 254 Franklin Street.
Item 2. Identity and Background.
The reporting persons are the signatories to the Shareholders'
Agreement and/or the control persons of such signatories, and are comprised of
three subgroups, as follows: (i) 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"), Thomas
H. O'Neill, Jr., an individual ("O'Neill"), Steven A. Webster, an individual
("Webster") and William R. Ziegler, an individual ("Ziegler"), being the three
general partners of SCP (collectively, the "SCP Partners"; and together with
Somerset and SCP, the "Somerset Group"); (ii) Roy T. Oliver, Jr., an individual
("Oliver"), U.S. Rig and 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, an individual
("Mullen" ), and La Patagonia Offshore, Inc., a Texas corporation ("LPO"; and
together with Oliver, USRE, MMEER, GCT and Mullen, being sometimes hereinafter
collectively referred to as the "Mullen/Oliver Group"); and (iii) Norex Drilling
Ltd., a Bermuda corporation ("Norex Drilling"), Norex Industries Inc., a Cayman
Islands company ("NXA"), Kristian Siem, an individual ("Siem") and Frank
Capstick, an individual ("Capstick") (NXA, Siem and Capstick, together with
Norex Drilling, the "Drilling Group"). The members of the Somerset Group, the
Mullen/Oliver Group and the Drilling Group are hereinafter sometimes referred to
individually as a "Reporting Person" and collectively as the "Reporting
Persons".
Somerset Group
No change.
Mullen/Oliver Group
No change, except for: (i) the withdrawal of each of PRD and N78
as members of the Group, effective on October 17, 1996, the date of the
liquidating distributions of all shares of Common Stock owned by each of PRD and
N78 to their respective partners; and (ii) the addition of LPO as a member of
the Group.
LPO is a Texas corporation whose principal business is
investment in limited partnerships in which MMEER is the general partner. The
address of the principal business and
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principal office of LPO is 8411 Preston Road, Suite 730 LB2, Dallas, Texas
75225. Mullen and Oliver are the sole executive officers, directors and control
persons of LPO.
During the last five years, no member of the Mullen/Oliver Group,
inclusive of LPO and its executive officers, directors and control persons, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, no member of the Mullen/Oliver Group,
inclusive of LPO and its executive officers, directors and control persons, was
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.
Drilling Group
No change.
Item 3. Source and Amount of Funds or Other Consideration.
Somerset Group
No change.
Mullen/Oliver Group
No change, except as set forth below. No consideration was paid
by MMEER or LPO to either PRD or N78 in connection with the liquidating
distributions of shares of Common Stock made by PRD and N78 to MMEER and LPO.
Drilling Group
No change, except that, (i) in accordance with the terms of the
NXA Stock Purchase Agreement disclosed in the Initial Statement, on September
12, 1996, NXA paid $4,000,000 for Orkla's 47.06% interest in Prosperity, the
sole shareholder of Pronor, which owned 8,300,000 shares of Common Stock, and
(ii) also on September 12, 1996, NXA paid $725,000 for the remaining 5.88%
interest in Prosperity. The source of funds for the acquisitions of these
indirect interests in shares of Common Stock was working capital of NXA.
However, as previously disclosed in the Initial Statement, pursuant to the terms
of the NXA Shareholders' Agreement, NXA had shared beneficial ownership of all
8,300,000 shares of Common Stock owned by Pronor with Orkla, through their joint
venture company, Prosperity. On December 31, 1996, the 8,300,000 shares of
Common Stock owned of record by Pronor were transferred to Norex Drilling
pursuant to the liquidations of Pronor and Prosperity. No consideration was paid
by Norex Drilling to either Pronor or Prosperity in connection with the
liquidating distributions of shares of Common Stock made to Norex Drilling at
the direction of NXA. As a result of the consummation of the transactions
contemplated by the NXA Stock Purchase Agreement and the related acquisition of
the remaining 5.88% interest in Prosperity, NXA has full indirect beneficial
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ownership of the shares of Common Stock previously owned of record by Pronor and
now owned of record by Norex Drilling.
Item 4. Purpose of Transaction.
No change, except that the following paragraphs are added to
describe certain direct and indirect transfers of Common Stock made by and to,
as the case may be, the Reporting Persons since the date of the Initial
Statement.
PRD and N78 effected a liquidating distribution of all 3,826,193
shares of Common Stock acquired in the aggregate by them in the Rig Merger to
their respective partners on October 17, 1996. These liquidating distributions
included the transfer of record ownership of an aggregate of 1,024,464 shares of
Common Stock by PRD and N78 to MMEER, the sole general partner of each of PRD
and N78, and the transfer of an aggregate of 887,692 shares of Common Stock to
LPO, a limited partner of each of PRD and N78; the remaining 1,914,037 shares of
Common Stock that were previously owned by either PRD or N78 were transferred to
partners of PRD and N78 who are not Reporting Persons and not affiliates of
Reporting Persons. Such distributions resulted in a decrease in the aggregate
number of shares of Common Stock beneficially owned by MMEER, since MMEER, as
general partner of each of PRD and N78, beneficially owned all shares of Common
Stock previously owned by each of PRD and N78. The 887,692 shares transferred by
PRD and N78 to LPO remain subject to the terms of the Shareholders' Agreement;
the 1,024,464 shares transferred by PRD and N78 to MMEER were released from the
terms and conditions of the Shareholders' Agreement upon the contemporaneous
transfer of such shares by MMEER to third parties (see disclosure in next
paragraph); and the remaining 1,914,037 shares of Common Stock transferred by
PRD and N78 to partners who are not Reporting Persons were released from the
terms and conditions of the Shareholders' Agreement in accordance with the
provisions thereof.
In addition, (i) on October 4 and 17, 1996, MMEER transferred an
aggregate of 789,237 shares of Common Stock to Oliver and (ii) on various dates
ending December 11, 1996, MMEER, GCT and USRE transferred 4,196,603, 396,825 and
396,825 shares of the Common Stock, respectively, to persons who are not
Reporting Persons, in each case, in satisfaction of certain contractual
obligations that were created prior to the acquisition by MMEER or Oliver of any
shares of Common Stock and were unrelated to the Company or the Common Stock of
the Company. The 789,237 shares of Common Stock transferred by MMEER to Oliver
remain subject to the terms and conditions of the Shareholders' Agreement, and
the 4,990,253 shares of Common Stock transferred by MMEER (inclusive of the
1,024,464 shares that were distributed by PRD and N78 to MMEER as disclosed
above), GCT and USRE to persons who are not Reporting Persons were released from
the terms and conditions of the Shareholders' Agreement in accordance with the
provisions thereof.
On December 19, 1996, Oliver made a gift of an aggregate of
13,332 shares of Common Stock to his two minor sons under the Uniform Gift to
Minors Act as in effect in the State of Oklahoma. Oliver, as Custodian for his
sons, has retained beneficial ownership of these shares of Common Stock until
his sons reach the age of majority. Accordingly, these 13,332
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shares of Common Stock transferred by Oliver to his minor children remain
subject to the terms and conditions of the Shareholders' Agreement.
On or about February 6, 1997, USRE transferred an aggregate of
41,040 shares of Common Stock to Oliver, in satisfaction of rental payments, in
the amount of $5,225 owed for October 1996 and in the amount of $118,013.51 owed
and/or owing for 1997, for certain commercial property owned by Oliver and
leased to USRE. These 41,040 shares of Common Stock transferred by USRE to
Oliver remain subject to the terms and conditions of the Shareholders'
Agreement.
On September 12, 1996, (i) in accordance with the terms of the
NXA Stock Purchase Agreement (a copy of which was attached to the Initial
Statement as Exhibit XI), NXA acquired Orkla's 47.06% interest in Prosperity,
the sole shareholder of Pronor, which owned 8,300,000 shares of Common Stock and
(ii) pursuant to an agreement with another third party, NXA acquired the
remaining 5.88% interest in Prosperity. The consummation of these transactions
resulted in NXA acquiring full indirect beneficial ownership of the 8,300,000
shares of Common Stock then owned of record by Pronor; prior to the consummation
of these transactions, Orkla shared beneficial ownership of the shares of Common
Stock owned of record by Pronor, through its ownership interest in Prosperity.
On December 31, 1996, these 8,300,000 shares of Common Stock were transferred by
Pronor to Norex Drilling as liquidating distributions by Pronor and Prosperity.
The descriptions of the the Shareholders' Agreement (inclusive of
the other agreements which are exhibits thereto, including, without limitation,
the Form of Irrevocable Proxy) and the NXA Stock Purchase Agreement contained in
this Item 4 are summaries and are subject to and qualified in their entirety by
reference to the detailed provisions of such documents, copies of which are
attached hereto as Exhibits to the Initial Schedule and incorporated therein and
herein by reference (see Item 7 of the Initial Schedule for specific Exhibit
references).
Except as discussed above in Item 4 to this Amendment or
disclosed in Item 4 to the Initial Statement (inclusive of the provisions of the
documents incorporated herein and therein by reference), none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any director or
executive officer of any Reporting Person that is not a Reporting Person
hereunder, has any current plans or proposals which relate to or would result in
the occurrence of any actions or events specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock
beneficially owned by each person named in Item 2 above are as follows:
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Somerset Group
The aggregate number and percentage of the Common Stock which are
owned beneficially and of record by Somerset on the date hereof are 29,962,223
shares of Common Stock, or approximately 21.79% of the 137,473,434 shares of
Common Stock issued and outstanding as of January 31, 1997.
The aggregate number and percentage of the Common Stock which are
owned beneficially by SCP on the date hereof are 35,423,978 shares of Common
Stock, or approximately 25.77% of the 137,473,434 shares of Common Stock issued
and outstanding as of January 31, 1997, which number and percentage include the
29,962,223 shares owned of record by Somerset , since SCP is the managing member
of Somerset, as well as the 5,461,755 shares owned of record by SCP.
The aggregate number and percentage of the Common Stock which are
owned beneficially by each of O'Neill and Webster on the date hereof are
35,423,978 shares of Common Stock, or approximately 25.77% of the 137,473,434
shares of Common Stock issued and outstanding as of January 31, 1997, which
number and percentage include the 29,962,223 shares owned of record by Somerset
and the 5,461,755 shares owned of record by SCP, since each of O'Neill and
Webster is a partner of SCP and SCP is the managing member of Somerset.
The aggregate number and percentage of the Common Stock which are
owned beneficially by Ziegler on the date hereof are 35,428,978 shares of Common
Stock, or approximately 25.77% of the 137,473,434 shares of Common Stock issued
and outstanding as of January 31, 1997, which number and percentage include the
29,962,223 shares owned of record by Somerset and the 5,461,755 shares owned of
record by SCP, since Ziegler is a partner of SCP and SCP is the managing member
of Somerset, as well as 5,000 shares owned of record by Ziegler.
Notwithstanding the foregoing, if each of Somerset, SCP, O'Neill,
Webster and Ziegler are deemed to constitute a "group" within the meaning of
Section 13(d)(3) and Rule 13d- 5(b) by virtue of their action in concert in
connection with the acquisition of an aggregate of 35,423,978 shares of Common
Stock pursuant to the Somerset Merger Agreement, then each of the foregoing
members of the Somerset Group may be deemed to beneficially own an aggregate of
35,428,978 shares of Company Common Stock, or approximately 25.77% of the
137,473,434 shares of Common Stock issued and outstanding as of January 31,
1997.
The foregoing aggregate number and percentage of the Common Stock
beneficially owned by the various members of the Somerset Group as of the date
hereof does not include any shares of Common Stock that any member of the
Somerset Group may have the right to acquire upon any exercise of the Somerset
Group Shadow Warrant, as any such right to acquire shares of Common Stock
pursuant to the Somerset Shadow Warrant is contingent upon the occurrence of
events not within the control of any member of the Somerset Group and which may
or may not occur within 60 days of the date hereof.
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Mullen/Oliver Group
The aggregate number and percentage of the Common Stock which are
owned beneficially and of record by USRE on the date hereof are 2,660,011 shares
of Common Stock, or approximately 1.93% of the 137,473,434 shares of Common
Stock issued and outstanding as of January 31, 1997.
The aggregate number and percentage of the Common Stock which are
owned beneficially by Oliver on the date hereof are 15,703,306 shares of Common
Stock, or approximately 11.42% of the 137,473,434 shares of Common Stock issued
and outstanding as of January 31, 1997, which number and percentage include (i)
the 2,660,011 shares owned of record by USRE, since USRE is a corporation
wholly-owned and controlled by Oliver, (ii) the 12,142,271 shares owned of
record by Oliver, (iii) the 13,332 shares owned of record by Oliver as Custodian
for his two minor sons and (iv) the 887,692 shares owned of record by LPO, since
Oliver is a control person of LPO.
The aggregate number and percentage of the Common Stock which are
owned beneficially and of record by LPO on the date hereof are 887,692 shares of
Common Stock, or approximately 0.65% of the 137,473,434 shares of Common Stock
issued and outstanding as of January 31, 1997.
The aggregate number and percentage of the Common Stock which are
owned beneficially and of record by GCT on the date hereof are 3,219,191 shares
of Common Stock, or approximately 2.34% of the 137,473,434 shares of Common
Stock issued and outstanding as of January 31, 1997.
The aggregate number and percentage of the Common Stock which are
owned beneficially and of record by MMEER on the date hereof are 7,373,620
shares of Common Stock, or approximately 5.36% of the 137,473,434 shares of
Common Stock issued and outstanding as of January 31, 1997.
The aggregate number and percentage of the Common Stock which are
owned beneficially by Mullen on the date hereof are 11,480,503 shares of Common
Stock, or approximately 8.35% of the 137,473,434 shares of Common Stock issued
and outstanding as of January 31, 1997, which number and percentage include the
7,373,620 shares owned beneficially and of record by MMEER, the 3,219,191 shares
owned beneficially and of record by GCT and the 887,692 shares owned
beneficially and of record by LPO, since each of MMEER, GCT and LPO is a
corporation controlled by Mullen.
Notwithstanding the foregoing, if each of USRE, Oliver, LPO, GCT,
MMEER and Mullen are deemed to constitute a "group" within the meaning of
Section 13(d)(3) and Rule 13d-5(b) by virtue of their action in concert in
connection with the acquisition of an aggregate of 33,200,407 shares of Common
Stock pursuant to the Rig Merger Agreement (or, with respect to LPO, subsequent
acquisition of shares from a party that had so acted in concert), then each of
the foregoing members of the Mullen/Oliver Group may be deemed to beneficially
own all
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26,296,117 shares of Common Stock, or approximately 19.13% of the 137,473,434
shares of Common Stock issued and outstanding as of January 31, 1997, owned in
the aggregate by them on the date hereof.
The foregoing aggregate number and percentage of the Common Stock
beneficially owned by the various members of the Mullen/Oliver Group as of the
date hereof does not include any shares of Common Stock that any member of the
Mullen/Oliver Group may have the right to acquire upon any exercise of the
Mullen/Oliver Shadow Warrants, as any such right to acquire shares of Common
Stock pursuant to the Mullen/Oliver Shadow Warrants is contingent upon the
occurrence of events not within the control of any member of the Mullen/Oliver
Group and which may or may not occur within 60 days of the date hereof.
Drilling Group
The aggregate number and percentage of the Common Stock which are
owned beneficially and of record by Norex Drilling on the date hereof are
18,730,105 shares of Common Stock, or approximately 13.62% of the 137,473,434
shares of Common Stock issued and outstanding as of January 31, 1997.
NXA, as the control person of Norex Drilling, may be deemed to
beneficially own the 18,730,105 shares of Common Stock owned of record by Norex
Drilling, or approximately 13.62% of the 137,473,434 shares of Common Stock
issued and outstanding as of January 31, 1997. As a result of the consummation
of the transactions contemplated by the NXA Stock Purchase Agreement, Orkla no
longer may be deemed to share beneficial ownership of the 8,300,000 shares of
Common Stock previously owned of record by Pronor.
Each of Siem (as the Chairman of the Board, Director and Vice
President of Norex Drilling, the Chairman of the Board, Director and CEO of NXA)
and Capstick (as a Director and the President of Norex Drilling and the
President of NXA) may be deemed to beneficially own the 18,730,105 shares of
Common Stock owned of record by Norex Drilling, or approximately 13.62% of the
137,473,434 shares of Common Stock issued and outstanding as of January 31,
1997.
Each of Siem and Capstick and each of the other individuals
listed on Annexes A - D attached to the Initial Statement expressly disclaims
beneficial ownership of any shares of Common Stock covered by the Initial
Statement and this Amendment.
Reporting Group
Notwithstanding the foregoing, if each of the members of the
Somerset Group, the Mullen/Oliver Group and the Drilling Group are deemed to
constitute a "group" within the meaning of Section 13(d)(3) and Rule 13d-5(b) by
virtue of the fact that the shares of Common Stock of the Company directly or
indirectly beneficially owned by them are held subject to the certain agreements
with respect to the voting and disposition of same under the terms and
conditions of the Shareholders Agreement, then each of the foregoing members of
each of the
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Somerset Group, the Mullen/Oliver Group and the Drilling Group may be deemed to
beneficially own all of the 80,455,200 shares of Common Stock, or approximately
58.52% of the 137,473,434 shares of Common Stock issued and outstanding as of
January 31, 1997, held subject to the terms and conditions of the Shareholders
Agreement. Each of the members of the Somerset Group expressly disclaims
beneficial ownership of the shares of Common Stock acquired and owned of record
by any members of each of the Mullen/Oliver Group and the Drilling Group; each
of the members of the Mullen/Oliver Group expressly disclaims beneficial
ownership of the shares of Common Stock acquired and owned of record by any
members of each of the Somerset Group and the Drilling Group; and each of the
members of the Drilling Group expressly disclaims beneficial ownership of the
shares of Common Stock acquired and owned of record by any members of each of
the Somerset Group and the Mullen/Oliver Group.
(b) With respect to each person named in response to paragraph
(a) of this Item 5 of Schedule 13D, set forth below are the number of shares of
Common Stock as to which there is sole power to vote or to direct the vote,
shared power to vote or direct the vote, and sole or shared power to dispose or
direct the disposition:
Somerset Group
No change.
Mullen/Oliver Group
Subject to the terms and conditions of the Shareholders Agreement
and the Irrevocable Proxy executed and delivered by USRE thereunder, (i) USRE
may be deemed to have the sole power to vote (and direct the vote of) and to
dispose of (and direct the disposition of) the 2,660,011 shares of Common Stock
owned of record by it and (ii) notwithstanding the foregoing, Oliver, as the
sole owner and control person of USRE, may be deemed to share the power to vote
(and direct the vote of) and to dispose of (and direct the disposition of) the
2,660,011 shares of Common Stock owned of record by USRE.
Subject to the terms and conditions of the Shareholders Agreement
and the Irrevocable Proxies executed and delivered by each of USRE, Oliver and
LPO thereunder, Oliver may be deemed to (i) have the sole power to vote (and
direct the vote of) and to dispose of (and direct the disposition of) (A) the
12,142,271 shares owned of record by Oliver and (B) the 13,332 shares issued in
the name of Oliver as Custodian for his minor sons, (ii) as the sole owner and
control person of USRE, share the power to vote (and direct the vote of) and to
dispose of (and direct the disposition of) the 2,660,011 shares of Common Stock
owned of record by USRE, and (iii) as one of the two executive officers,
directors and shareholders of LPO, share the power to vote (and to direct the
vote of) and to dispose of (and direct the disposition of) 887,692 shares of
Common Stock owned of record by LPO.
Subject to the terms and conditions of the Shareholders Agreement
and the Irrevocable Proxy executed and delivered by LPO thereunder, (i) LPO may
be deemed to have the sole power to vote (and direct the vote of) and to dispose
of (and direct the disposition of) the
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887,692 shares of Common Stock owned of record by it and (ii) notwithstanding
the foregoing, each of Mullen and Oliver, as the sole executive officers,
directors and shareholders of LPO, may be deemed to share the power to vote (and
direct the vote of) and to dispose of (and direct the disposition of) the
887,692 shares of Common Stock owned of record by LPO.
Subject to the terms and conditions of the Shareholders Agreement
and the Irrevocable Proxy executed and delivered by GCT thereunder, (i) GCT may
be deemed to have the sole power to vote (and direct the vote of) and to dispose
of (and direct the disposition of) the 3,219,191 shares of Common Stock owned of
record by it and (ii) notwithstanding the foregoing, Mullen, as the sole control
person of GCT, may be deemed to share the power to vote (and direct the vote of)
and to dispose of (and direct the disposition of) the 3,219,191 shares of Common
Stock owned of record by GCT.
Subject to the terms and conditions of the Shareholders Agreement
and the Irrevocable Proxy executed and delivered by MMEER thereunder, (i) MMEER
may be deemed to have the sole power to vote (and direct the vote of) and to
dispose of (and direct the disposition of) the 7,373,620 shares of Common Stock
owned of record by it and (ii) notwithstanding the foregoing, Mullen, as the
sole control person of MMEER, may be deemed to share the power to vote (and
direct the vote of) and to dispose of (and direct the disposition of) the
7,373,620 shares of Common Stock owned of record by MMEER.
Subject to the terms and conditions of the Shareholders Agreement
and the Irrevocable Proxies executed and delivered by MMEER, GCT and LPO
thereunder, Mullen, (i) as the sole control person of each of MMEER and GCT, may
be deemed to share the power to vote (and direct the vote of) and to dispose of
(and direct the disposition of) the (A) 7,373,620 shares of Common Stock owned
of record by MMEER and (B) 3,219,191 shares of Common Stock owned of record by
GCT and (ii) as one of the two executive officers, directors and shareholders of
LPO, share the power to vote (and to direct the vote of) and to dispose of (and
direct the disposition of) 887,692 shares of Common Stock owned of record by
LPO.
In addition, notwithstanding the foregoing, (i) if each of USRE,
Oliver, LPO, GCT, MMEER and Mullen are deemed to constitute a "group" within the
meaning of Section 13(d)(3) and Rule 13d-5(b) by virtue of their action in
concert in connection with the acquisition of an aggregate of 33,200,407 shares
of Common Stock pursuant to the Rig Merger Agreement (or, with respect to LPO,
subsequent acquisition of shares from a party that had so acted in concert),
then each member of the Mullen/Oliver Group may be deemed to share with all of
the other members of the Mullen/Oliver Group the power to vote (and direct the
vote of) and to dispose of (and direct the disposition of) all 26,296,117 shares
of Common Stock presently owned of record by any member of the Mullen/Oliver
Group and (ii) if each of the members of the Somerset Group, the Mullen/Oliver
Group and the Drilling Group are deemed to constitute a "group" within the
meaning of Section 13(d)(3) and Rule 13d-5(b) by virtue of the fact that the
shares of Common Stock of the Company directly or indirectly beneficially owned
by them are held subject to the certain agreements with respect to the voting
and disposition of same under the terms and conditions of the Shareholders
Agreement and the Irrevocable Proxies executed and delivered thereunder, then
(A) each of the foregoing members of the Mullen/Oliver Group
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may be deemed to share with the members of each of the Somerset Group and the
Drilling Group, the power to vote (and direct the vote of) and to dispose of
(and direct the disposition of) the 35,428,978 shares of Common Stock owned of
record by the various members of the Somerset Group and the 18,730,105 shares of
Common Stock owned of record by the various members of the Drilling Group and
(B) each of the members of the Somerset Group and the Drilling Group may be
deemed to share with the members of the Mullen/Oliver Group, the power to vote
(and direct the vote of) and to dispose of (and direct the disposition of) the
26,296,117 shares of Common Stock owned of record by the various members of the
Mullen/Oliver Group. Each of the members of the Mullen/Oliver Group expressly
disclaims beneficial ownership of the shares of Common Stock acquired and owned
of record by any members of each of the Somerset Group and the Drilling Group.
Drilling Group
Subject to the terms and conditions of the Shareholders Agreement
and the Irrevocable Proxy executed and delivered by Norex Drilling thereunder,
(i) Norex Drilling may be deemed to have the sole power to vote (and direct the
vote of) and to dispose of (and direct the disposition of) the 18,730,105 shares
of Common Stock owned of record by it and (ii) notwithstanding the foregoing,
(A) NXA, as the control person of Norex Drilling, and (B) each of Siem (as the
Chairman of the Board, Director and Vice President of Norex Drilling, the
Chairman of the Board, Director and CEO of NXA) and Capstick (as a Director and
the President of Norex Drilling and the President of NXA) may be deemed to share
the power to vote (and direct the vote of) and to dispose of (and direct the
disposition of) the 18,730,105 shares of Common Stock owned of record by Norex
Drilling.
In addition, notwithstanding the foregoing, if each of the
members of the Somerset Group, the Mullen/Oliver Group and the Drilling Group
are deemed to constitute a "group" within the meaning of Section 13(d)(3) and
Rule 13d-5(b) by virtue of the fact that the shares of Common Stock of the
Company directly or indirectly beneficially owned by them are held subject to
the certain agreements with respect to the voting and disposition of same under
the terms and conditions of the Shareholders Agreement and the Irrevocable
Proxies executed and delivered thereunder, then (i) each of the foregoing
members of the Drilling Group may be deemed to share with the members of each of
the Somerset Group and the Mullen/Oliver Group, the power to vote (and direct
the vote of) and to dispose of (and direct the disposition of) the 35,428,978
shares of Common Stock owned of record by the various members of the Somerset
Group and the 26,296,117 shares of Common Stock owned of record by the various
members of the Mullen/Oliver Group and (ii) each of the members of the Somerset
Group and the Mullen/Oliver Group may be deemed to share with the members of the
Drilling Group, the power to vote (and direct the vote of) and to dispose of
(and direct the disposition of) the 18,730,105 shares of Common Stock owned of
record by the various members of the Drilling Group. Each of the members of the
Drilling Group expressly disclaims beneficial ownership of the shares of Common
Stock acquired and owned of record by any members of each of the Somerset Group
and the Mullen/Oliver Group. In addition, as previously stated, each of Siem and
Capstick and each of the other individuals listed on Annexes A - D attached to
the Initial
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Statement expressly disclaims beneficial ownership of any shares of Common Stock
covered by the Initial Statement and this Amendment.
Lastly, as a result of the consummation of the transactions
contemplated by the NXA Stock Purchase Agreement, Orkla no longer shares any
power to vote (or direct the vote of) or to dispose (or direct the disposition
of) of the 8,300,000 shares of Common Stock previously owned of record by
Pronor.
(c) Except for the transfers of shares of Common Stock by members
of the Mullen/Oliver Group and acquisition by NXA of the 52.94% interest in
Prosperity (and therefore the indirect acquisition of full beneficial ownership
of the shares of Common Stock previously owned by Pronor) and subsequent
liquidating transfer of 8,300,000 shares of Common Stock by Pronor to Norex
Drilling, all as more fully disclosed in response to Items 3 and 4 above, during
the past 60 days, none of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any director or executive officer of any Reporting Person
that is not a Reporting Person hereunder, has effected any transaction in the
Common Stock. See Items 3 and 4 above and subsection (a) and (b) of this Item 5
for further details in connection with such direct and indirect acquisition and
disposition of shares of Common Stock.
(d) Not applicable.
(e) On December 31, 1996, each of Pronor and Prosperity ceased to
be the beneficial owner of any shares of Common Stock and are therefore no
longer Reporting Persons or members of the Drilling Group. On October 17, 1996,
each of PRD and N78 ceased to be the beneficial owner of any shares of Common
Stock and are therefore no longer Reporting Persons or members of the
Mullen/Oliver Group.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No change, except as stated below.
As a result of (i) the liquidating distributions of shares of
Common Stock by each of PRD and N78 to their respective partners and (ii) the
transfers of shares of Common Stock by certain members of the Mullen/Oliver
Group to certain third parties not members of the Group, in each case, as more
fully described above, an aggregate of 6,904,290 shares of Common Stock were
released from the terms and conditions of the Shareholders Agreement. As of the
date hereof, an aggregate of 80,455,200 shares, or 58.52%, of the 137,473,434
shares of Common Stock issued and outstanding as of January 31, 1997, are held
subject to the terms and conditions of the Shareholders Agreement.
In connection with its acquisition of 887,692 shares of Common
Stock from PRD and N78, (i) LPO executed and delivered (A) a joinder to the
Shareholders Agreement (the "Shareholders Agreement Joinder"), a copy of which
Shareholders Agreement Joinder is attached hereto as Exhibit II and (B) an
Irrevocable Proxy, substantially in the form attached to the
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Shareholders Agreement that was filed as Exhibit IV to the Initial Statement and
(ii) the Reporting Persons entered into the Amendment No. 1 to Group Filing
Agreement attached hereto as Exhibit I. In addition, the shares acquired by LPO
are entitled to registration rights pursuant to the terms and conditions of the
Registration Rights Agreement, a copy of which was attached as Exhibit VI to the
Initial Statement.
As a result of the transfers of an aggregate of 789,237 shares of
Common Stock by MMEER to Oliver in satisfaction of the oral understanding
previously disclosed in Items 5 and 6 of the Initial Statement, which transfers
were effected on October 4 and 17, 1996, Oliver no longer shares with MMEER
voting or dispositive with respect to any shares of Common Stock owned of record
by MMEER and/or entities controlled by MMEER.
On November 7, 1996, MMEER pledged an aggregate of 1,000,000
shares of Common Stock in favor of Overton Bank & Trust ("OBT") to secure a
loan, in the principal amount of $275,000, made by OBT to Mullen. On February 3,
1997, MMEER pledged an aggregate of 3,000,000 shares of Common Stock in favor of
BancFirst of Oklahoma City ("BFOC") to secure a loan, in the principal amount of
$2,000,000, made by BFOC to Mullen. The loans secured by these pledges of shares
of Common Stock are subject to standard default and foreclosure provisions.
As previously disclosed in the Initial Statement and in Items 4
and 5 of this Amendment, as a result of the consummation of the transactions
contemplated by the NXA Stock Purchase Agreement on September 12, 1996, Orkla no
longer shares voting or dispositive power of any shares of Common Stock owned of
record by Pronor. In addition, as a practical matter, the consummation of the
transactions contemplated by the NXA Stock Purchase Agreement resulted in the
termination of the NXA Shareholders Agreement.
The descriptions of the Joinder, the Shareholders Agreement
Joinder, Shareholders' Agreement (inclusive of the other agreements which are
exhibits thereto, including, without limitation, the Form of Irrevocable Proxy),
the Registration Rights Agreement, the NXA Shareholders Agreement and the NXA
Stock Purchase Agreement contained in this Item 6 are summaries and are subject
to and qualified in their entirety by reference to the detailed provisions of
such documents, copies of which are attached hereto as Exhibits I and II and/or
attached as Exhibits to the Initial Statement, respectively, and incorporated
herein or therein by reference (see Item 7 of the Initial Statement for specific
Exhibit references for documents attached thereto as Exhibits).
Except as discussed above in this Item 6 or in Item 4 or Item 6
of the Initial Statement (in each case, inclusive of the provisions of the
documents incorporated herein or therein by reference), none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any director or
executive officer of any Reporting Person that is not a Reporting Person
hereunder, is a party to any contract, arrangement, understanding or
relationship (legal or otherwise) among the Reporting Persons named in Item 2
above or between any such Reporting Persons and any other person with respect to
any securities of the Company, including, without limitation, those relating to
the transfer or voting of any securities, finder's fees, joint ventures,
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loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, the giving or withholding of proxies, the pledge of securities
or any other arrangement involving a contingency the occurrence of which would
give another person voting power or investment power over such securities.
Item 7. Material to be Filed as Exhibits.
I. Amendment No. 1 to Group Filing Agreement referred to in the
Introduction and Item 6.
II. Joinder to Shareholders Agreement referred to in the Introduction
and Items 4 and 6.
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EXHIBIT INDEX
Exhibit
Number Description
I Amendment No. 1 to Schedule 13D Group Filing Agreement, executed by
each of Somerset Drilling Associates, L.L.C., Somerset Capital
Partners, Thomas H. O'Neill, Jr., Steven A. Webster, William R.
Ziegler, Roy T. Oliver, Jr., U.S. Rig and Equipment, Inc., Mike
Mullen Energy Equipment Resource, Inc., GCT Investments, Inc.,
Mike L. Mullen, La Patagonia Offshore, Inc., Norex Drilling Ltd.,
Norex Industries, Inc., Kristian Siem and Frank Capstick on
October 17, 1996
II Acknowledgment and Agreement (Joinder to Shareholders' Agreement),
executed by La Patagonia Offshore, Inc. on October 17, 1996
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EXHIBIT I
AMENDMENT NO. 1
TO
SCHEDULE 13D GROUP FILING AGREEMENT
AMENDMENT NO. 1 TO SCHEDULE 13D GROUP FILING AGREEMENT (this
"Amendment"), made as of this 17th day of October, 1996, 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"),Thomas H. O'Neill, Jr., an individual ("O'Neill"),
Steven A. Webster , an individual ("Webster") and William R. Ziegler, an
individual ("Ziegler", and together with Somerset, S.P., O'Neill and Webster,
the "Somerset Group"), Roy T. Oliver, Jr., an individual ("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"), La Patagonia Offshore Inc., a Texas corporation
("LPO") and Mike L. Mullen, an individual ("Mullen", and together with Oliver,
USRE, EER, GCT and LPO, the "Mullen/Oliver Group") and Norex Drilling Ltd., a
Bermuda corporation ("Norex Drilling"), Norex Industries, Inc., a Cayman Islands
company ("NXA"), Kristian Siem, an individual ("Siem") and Frank Capstick, an
individual ("Capstick", and together with Norex Drilling, NXA and Siem, the
"Drilling Group") (each of the foregoing members of the Somerset Group, the
Mullen/Oliver Group and Norex Drilling are hereinafter sometimes referred to
individually as a "Reporting Person" and collectively as the "Reporting
Persons").
WHEREAS, each of Somerset, SCP, O'Neill, Webster, Ziegler,
Oliver, USRE, EER, GCT, Mullen, PRD Rig Partnership 1995, Ltd., a Texas limited
partnership ("PRD"), EER National 78 Partnership, Ltd., a Texas limited
partnership ("N78"), Norex Drilling, Pronor
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Holdings Ltd., a British Virgin Island corporation ("Pronor"), Prosperity
Investments, Inc., a British Virgin Islands company ("Prosperity"), Siem and
Capstick (collectively, the "Initial Reporting Persons") are signatories to that
certain Schedule 13D Group Filing Agreement made as of August 27, 1996 (the
"Initial Group Filing Agreement") that was entered into in connection with a
certain an initial statement, on Schedule 13D, with respect to the beneficial
ownership of shares of common stock of DI Industries, Inc., a Texas corporation
(the "Corporation") that was jointly filed by such Initial Reporting Persons
with the Securities and Exchange Commission (the "Commission") on September 9,
1996 (the "Initial Statement");
WHEREAS, the Initial Reporting Persons were either (i) parties
(the "Initial Shareholders") to a certain Shareholders Agreement dated May 7,
1996, and amended as of June 11, 1996, but effective as of the effective date of
the Mergers (as amended, the "Shareholders Agreement"), which provides, among
other things, for certain agreements with respect to the transfer and the voting
of shares of the Corporation owned or to be owned by the Initial Shareholders or
(ii) indirect beneficial owners (the "Initial Indirect Beneficial Owners") of
shares of the Corporation subject to the terms and conditions of the
Shareholders Agreement;
WHEREAS, the Initial Reporting Persons entered into the Initial
Group Filing Agreement and jointly filed the Initial Statement because by virtue
of certain provisions of the Shareholders Agreement, such Initial Reporting
Persons may have been 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 Commission;
WHEREAS, as a result of the consummation of various transactions
involving shares of common stock of the Corporation after the date of the filing
of the Initial Statement (collectively, the "Transactions"), (i) (A) each of
Pronor, PRD and N78 ceased to be a record or
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direct beneficial owner, and Prosperity ceased to be an indirect beneficial
owner, of any shares of common stock of the Corporation, and (B) in accordance
with the provisions of Section 6 of the Initial Group Filing Agreement, upon the
filing with the Commission of an amendment to the Initial Statement disclosing
that each of such Initial Reporting Persons ceased to be a member of the Group,
the terms and conditions of the Initial Group Filing Agreement will terminate
with respect to each such Initial Reporting Person and (ii) (A) LPO became the
record and direct beneficial owner of certain shares of common stock of the
Corporation that remain subject to the terms and conditions of the Shareholders
Agreement and (B) in accordance with the provisions of Section 9 of the Initial
Group Filing Agreement, upon the transfer to LPO of shares of common stock
subject to the terms and conditions of the Shareholders Agreement, LPO became
bound by the terms and conditions of the Initial Group Filing Agreement and
obligated to execute and deliver a joinder to the Initial Group Filing Agreement
with respect thereto;
WHEREAS, the Reporting Persons desire to (i) amend the terms of
the Initial Group Filing Agreement to disclose (A) the release of each of
Pronor, Prosperity, PRD and N78 from the terms and conditions thereof and (B)
the joinder of LPO as a Shareholder, Reporting Person and member of the "Group"
thereunder, and (ii) to provide for the execution and filing of an Amendment No.
1 to the Initial Statement to reflect the foregoing and any other changes in the
beneficial ownership of shares of common stock of the Corporation by the
reconstituted "group" since the date of the filing of the Initial Statement as
is required to be disclosed under Section 13(d) of the Exchange Act and the
rules and regulations promulgated by the Commission thereunder, and to otherwise
confirm their respective authorizations, covenants and obligations under the
Initial Group Filing Agreement, inclusive of the grant of a power of attorney
with
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respect to the preparation, execution and filing of such required Amendment
No. 1 to the Initial Statement and any and all subsequent amendments thereto.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the parties hereto, each intending to be legally
bound, hereby agree as follows:
I. Amendments.
1. Joinder of LPO. LPO does hereby expressly acknowledge and
agree that (i) it (A) has been given a copy of the Initial Group Filing
Agreement, (B) has had ample opportunity to review, and is thoroughly familiar
with, the terms and provisions thereof, and (C) understands the covenants and
obligations of the Reporting Persons thereunder and (ii) as the transferee of
certain shares of common stock of the Corporation that are the subject of the
terms and conditions of the Shareholders Agreement, it may be deemed a member of
a "group" within the meaning of Section 13(d)(3) of the Exchange Act and the
rules and regulations promulgated by the Commission thereunder that is comprised
of the shareholders signatory to the Shareholders Agreement and any other
indirect beneficial owners of the shares subject thereto and is therefore fully
bound by all of the terms and conditions of the Initial Group Filing Agreement,
including, without limitation, (A) the agreement under Section 2 thereof to join
in the joint filing of (x) an Amendment No. 1 to the Initial Statement to
disclose, among other things, LPO's beneficial ownership of shares of common
stock of the Corporation and its status as a Reporting Person and (y) any and
all such other amendments to such Initial Statement as may be required under
applicable law, (B) the constitution and appointment under Section 3 thereof of
each of Edwin T. Markham and Marybeth Riordan, acting singly, as its true and
lawful attorney-in-fact, with full power of substitution and revocation, to
prepare, execute and file on behalf of LPO, as a member of the Group, the
aforementioned Amendment No. 1 to Initial
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Statement and any and all subsequent Amendments thereto and (C) the covenants
contained in Section 5 thereof with respect to the provision and review of
information and documentation required to be disclosed in such Amendment No. 1
to Initial Statement and any and all subsequent Amendments thereto and
notification of any material changes with respect thereto.
2. Release of Parties. In accordance with the provisions of
Section 6 of the Initial Group Filing Agreement, effective upon the filing with
the Commission of an amendment to the Initial Statement disclosing in Item 5(e)
thereof the effective date that each of Pronor, Prosperity, PRD and N78 ceased
to the beneficial owner of any shares of common stock of the Corporation, and
therefore a member of the Group, the terms and conditions of the Initial Group
Filing Agreement shall terminate with respect to each of Pronor, Prosperity, PRD
and N78 and each such Initial Reporting Person shall be deemed released from the
provisions thereof.
3. Definitions. As of the date hereof, the defined terms
"Shareholders" and "Indirect Beneficial Owners", as used in the Initial Group
Filing Agreement shall include and exclude, as the case may be, the following
persons: (i) the term "Shareholders" shall include Somerset, SCP, Oliver, USRE,
Mullen, EER, GCT, LPO and Norex Drilling and shall not include Pronor; and the
term "Indirect Beneficial Owner" shall include O'Neill, Webster, Ziegler, NXA,
Siem and Capstick and shall not include PRD, N78 or Prosperity.
II. General.
1. Capitalized Terms. All capitalized terms used herein
without definition shall have the respective meanings ascribed to them in the
Initial Group Filing Agreement.
2. Confirmation of Initial Group Filing Agreement. Except to
the extent expressly modified by the amendments set forth above in Article I
of this Amendment, the Initial Group Filing Agreement shall remain in full
force and effect in accordance with its terms. By
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way of example and not limitation, each of the undersigned Reporting Persons
expressly consents to the preparation, execution and group filing of the
Amendment No. 1 to Initial Statement and confirms his or its constitution and
appointment of each of Edwin T. Markham and Marybeth Riordan, acting singly, as
his or its true and lawful attorney-in-fact, with full power of substitution and
revocation, to prepare, execute and file on behalf of the undersigned, as a
member of the Group, the Amendment No. 1 to the Initial Statement and any and
all subsequent Amendments thereto.
3. Counterparts. This Amendment may be executed in two or
more counterparts, all of which taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been executed by the
parties hereto as of the date and year first above written.
SOMERSET GROUP:
254 Franklin Street SOMERSET DRILLING ASSOCIATES, L.L.C.
Buffalo, New York 14202 By: Somerset Capital Partners, its
Telephone No.: (716) 842-0711 Managing Member
Telefax No.: (716) 842-2514
By:/s/ WILLIAM R. ZIEGLER
William R. Ziegler, Partner
254 Franklin Street SOMERSET CAPITAL PARTNERS
Buffalo, New York 14202
Telephone No.: (716) 842-0711
Telefax No.: (716) 842-2514 By: /s/ WILLIAM R. ZIEGLER
William R. Ziegler, Partner
254 Franklin Street /s/ THOMAS H. O'NEILL, JR.
Buffalo, New York 14202 Thomas H. O'Neill, Jr., Individually
Telephone No.: (716) 842-0711
Telefax No.: (716) 842-2514
1900 West Loop South, Suite 1800 /s/ STEVEN A. WEBSTER
Houston, Texas 77027 Steven A. Webster, Individually
Telephone No.: (713) 623-8984
Telefax No.: (713) 623-8103
666 Third Avenue, 9th Floor /s/ WILLIAM R. ZIEGLER
New York, New York 10017 William R. Ziegler, Individually
Telephone No.: (212) 551-9860
Telefax No.: (212) 682-9112
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MULLEN/OLIVER GROUP:
6601 S.W. 29th Street U.S. RIG AND EQUIPMENT, INC.
Oklahoma City, OK 73179
Telephone No.: (405) 745-4137
Telefax No.: (405) 745-4557 By:/s/ ROY T. OLIVER, JR.
Name: Roy T. Oliver, Jr.
Title: President
8411 Preston Road MIKE MULLEN ENERGY EQUIPMENT
Suite 730, LB2 RESOURCE, INC.
Dallas, TX 75225
Telephone No.: (214) 692-6690
Telefax No.: (214) 692-6101 By:/s/ MIKE L. MULLEN
Name: Mike L. Mullen
Title: President
8411 Preston Road GCT INVESTMENTS, INC.
Suite 730, LB2
Dallas, TX 75225
Telephone No.: (214) 692-6690 By:/s/ MIKE L. MULLEN
Telefax No.: (214) 692-6101 Name: Mike L. Mullen
Title: President
8411 Preston Road LA PATAGONIA OFFSHORE INC.
Suite 730, LB2
Dallas, TX 75225
Telephone No.: (214) 692-6690 By:/s/ MIKE L. MULLEN
Telefax No.: (214) 692-6101 Name: Mike L. Mullen
Title: President
c/o U.S. Rig and Equipment, Inc. /s/ ROY T. OLIVER, JR.
6601 S.W. 29th Street Roy T. Oliver, Jr., Individually
Oklahoma City, OK 73179
Telephone No.: (405) 745-4137
Telefax No.: (405) 745-4557
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c/o Mike Mullen Energy Equipment /s/ MIKE L. MULLEN
Resource, Inc. Mike L. Mullen, Individually
8411 Preston Road
Suite 730, LB2
Dallas, TX 75225
Telephone No.: (214) 692-6690
Telefax No.: (214) 692-6101
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DRILLING GROUP:
Cedar House NOREX DRILLING LTD.
41 Cedar Avenue
Hamilton, HM-12, Bermuda
Telephone No.: +1 441 283 2058 By:/s/ FRANK CAPSTICK
Telefax No.: +1 441 283 3231 Name: Frank Capstick
Title: President
Cedar House NOREX INDUSTRIES INC.
41 Cedar Avenue
Hamilton, HM-12, Bermuda
Telephone No.: +1 441 283 2058 By:/s/ FRANK CAPSTICK
Telefax No.: +1 441 283 3231 Name: Frank Capstick
Title: President
c/o Norex Offshore Holdings AS /s/ KRISTIAN SIEM
Jerpefaret 12, Oslo, Norway Kristian Siem, Individually
Telephone No.:
Telefax No.:
Cedar House /s/ FRANK CAPSTICK
41 Cedar Avenue Frank Capstick, Individually
Hamilton, HM-12, Bermuda
Telephone No.: +1 441 283 2058
Telefax No.: +1 441 283 3231
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
the undersigned, each of the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
SOMERSET GROUP:
Dated: February 28, 1997 SOMERSET DRILLING ASSOCIATES, L.L.C.
By:Somerset Capital Partners, its
Managing Member
By:/s/ WILLIAM R. ZIEGLER
William R. Ziegler, Partner
Dated: February 28, 1997 SOMERSET CAPITAL PARTNERS
By:/s/ WILLIAM R. ZIEGLER
William R. Ziegler, Partner
Dated: February 28, 1997 /s/ THOMAS H. O'NEILL, JR.
Thomas H. O'Neill, Jr., Individually
Dated: February 28, 1997 /s/ STEVEN A. WEBSTER
Steven A. Webster, Individually
Dated: February 28, 1997 /s/ WILLIAM R. ZIEGLER
William R. Ziegler, Individually
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MULLEN/OLIVER GROUP:
Dated: February 28, 1997 U.S. RIG AND EQUIPMENT, INC.
By:/s/ ROY T. OLIVER, JR.
Name: Roy T. Oliver, Jr.
Title: President
Dated: February 28, 1997 MIKE MULLEN ENERGY EQUIPMENT
RESOURCE, INC.
By:/s/ MIKE L. MULLEN
Name: Mike L. Mullen
Title: President
Dated: February 28, 1997 GCT INVESTMENTS, INC.
By:/s/ MIKE L. MULLEN
Name: Mike L. Mullen
Title: President
Dated: February 28, 1997 LA PATAGONIA OFFSHORE, INC.
By:/s/ MIKE L. MULLEN
Name: Mike L. Mullen
Title: President
Dated: February 28, 1997 /s/ ROY T. OLIVER, JR.
Roy T. Oliver, Jr., Individually
Dated: February 28, 1997 /s/ MIKE L. MULLEN
Mike L. Mullen, Individually
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EXHIBIT II
ACKNOWLEDGMENT AND AGREEMENT
The undersigned wishes to receive from PRD Rig Partnership 1995, Ltd.,
and EER National 78 Partnership, Ltd., each a Texas limited partnership
("Transferors") certain shares (the "Shares") of the Common Stock, par value
$.10 per share, of DI INDUSTRIES, INC., a Texas corporation (the "Corporation");
The Shares are subject to that certain Shareholders' Agreement, dated as
of May 7, 1996, and amended as of June 11, 1996 (the "Agreement");
The undersigned has been given a copy of the Agreement and afforded
ample opportunity in which to read it, and the undersigned is thoroughly
familiar with its terms;
Pursuant to Section 16 of the Agreement, the Corporation is prohibited
from issuing certificates evidencing ownership of the Shares to certain persons
unless and until such persons first acknowledge the terms thereof and agree to
be bound thereby; and
The undersigned wishes to receive such a certificate;
NOW, THEREFORE, in consideration of the premises and to induce the
Corporation to issue such a certificate to the undersigned, the undersigned does
hereby acknowledge and agree that (i) the undersigned has been given a copy of
the Agreement and ample opportunity in which to read it, and the undersigned is
thoroughly familiar with its terms, (ii) the Shares are subject to the
Agreement, and (iii) the undersigned does hereby agree fully to be bound
thereby.
Effective as of the 17th day of October, 1996.
LA PATAGONIA OFFSHORE, INC.
By: /s/ MIKE L. MULLEN
Mike L. Mullen, President
