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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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GREY WOLF, INC.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
232909-10-1
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(CUSIP NUMBER)
Steven D. Davidson, Esq., 750 N. St. Paul, Suite 2000, Dallas, TX 75201-3286
Telephone: 214-922-9221
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
November 4, 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP NO. 232909-10-1
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 7. SOLE VOTING POWER
SHARES 11,440,614
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 11,440,614
PERSON WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,440,614
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTRODUCTION
The reporting person named in Item 2 below was formerly a member of a
group which jointly filed a Schedule 13D on September 9, 1996, as amended by an
Amendment No. 1 to Schedule 13D filed on March 4, 1997, and as further amended
by an Amendment No. 2 to Schedule 13D filed on October 31, 1997 (collectively,
the "Group Filings"). The reporting person is filing this Schedule 13D to
reflect his individual holdings after dissolution of the group (as disclosed in
Amendment No. 2 of the Group Filings).
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.10 par value per share (the
"Common Stock"), of Grey Wolf, Inc., a Texas corporation (the "Company"). The
address of the principal executive offices of the Company is 10370 Richmond
Avenue, Suite 600, Houston, Texas 77042.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of Roy T. Oliver, Jr., a natural
person whose business address is 6601 S.W. 29th Street, Oklahoma City, Oklahoma
73179. The present principal occupation or employment of Mr. Oliver is as the
Chairman, President and Chief Executive Officer of U.S. Rig & Equipment, Inc.,
a worldwide supplier of drilling equipment whose business address is 6601 S.W.
29th Street, Oklahoma City, Oklahoma 73179. Mr. Oliver is a citizen of the
United States of America.
Mr. Oliver has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). Mr.
Oliver has not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which proceeding he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The method of acquisition of shares of the Common Stock by Mr. Oliver
(including the source and amount of the consideration used in acquiring such
shares, a description of the transaction and the names of the parties thereto)
is as set forth in Item 3 of the Group Filings.
Schedule 13D of Roy T. Oliver, Jr. Page 3
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ITEM 4. PURPOSE OF TRANSACTION
As described in the Group Filings, Mr. Oliver acquired shares of the
Common Stock for investment purposes and with a view towards influencing
management of the Company.
Mr. Oliver has no present plans or proposals to acquire or dispose of
additional securities of the Company. However, Mr. Oliver may acquire or
dispose of shares of the Common Stock in the future in either open market or
private transactions subject to his ongoing evaluation of the Company's
prospects and financial condition, the market for the Common Stock, prospects
for his primary business and other opportunities available to him, general
economic conditions, money and stock market conditions and other future
developments.
Mr. Oliver has no other present plans or proposals which relate to or
would result in any of the actions or events specified in clauses (a) through
(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Oliver may be deemed to beneficially own 11,440,614 shares of the
Common Stock, representing 7.0% of the outstanding Common Stock. Such amount
includes 75,000 shares of the Common Stock which may be acquired by Mr. Oliver
pursuant to stock options exercisable within 60 days of the date hereof, but
does not include shares of the Common Stock which may be acquired by Mr. Oliver
pursuant to warrants the exercise of which are contingent upon the occurrence
of future events not within the control of Mr. Oliver. In addition, Mr. Oliver
disclaims beneficial ownership of the following shares of the Common Stock
included in such amount: (i) 2,027,002 shares owned of record by U.S. Rig &
Equipment, Inc. ("USRE"), an Oklahoma corporation owned and controlled by Mr.
Oliver, and (ii) 27,876 shares held as custodian for his minor children. No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities.
Mr. Oliver (a) has the sole power to vote (and to direct the vote of) and
the sole power to dispose of (and to direct the disposition of) the 9,310,736
shares of the Common Stock held in his name, and (b) may be deemed to have the
sole power to vote (and to direct the vote of) and the sole power to dispose of
(and to direct the disposition of) the 2,027,002 shares of the Common Stock
held of record by USRE and the 27,876 shares held as custodian for his minor
children.
In connection with a public offering of the Common Stock by the Company,
on November 3, 1997, Mr. Oliver sold 2,780,000 shares of the Common Stock and
USRE sold 633,000 shares of the Common Stock at a price of $8.00 per share.
Such transaction was effected pursuant to the Underwriting Agreement contained
in Registration Statement No. 333-36593 on Form S-3 filed by the Company and
declared effective by the Securities and Exchange Commission.
Schedule 13D of Roy T. Oliver, Jr. Page 4
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the public offering of Common Stock of the Company
referenced in Item 5 above, Mr. Oliver and USRE executed a Lock-Up Agreement
dated October 14, 1997, pursuant to which they agreed not to sell any shares of
the Common Stock for a period of 120 days following commencement of the public
offering. Except as described in the Group Filings, Mr. Oliver is not a party
to any other contracts, arrangements, understandings or relationships with
respect to the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The exhibits filed with the Group Filings are incorporated herein by
reference. The following exhibit is attached hereto:
(1) Form of Lock-Up Agreement dated October 14, 1997, executed by Roy T.
Oliver, Jr., and U.S. Rig & Equipment, Inc.
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 22, 1997
/s/ ROY T. OLIVER, JR.
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Roy T. Oliver, Jr.
Schedule 13D of Roy T. Oliver, Jr. Page 5
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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(1) Form of Lock-Up Agreement dated October 14, 1997, executed by Roy T.
Oliver, Jr., and U.S. Rig & Equipment, Inc.
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GREY WOLF, INC.
PUBLIC OFFERING OF COMMON STOCK
LOCK-UP AGREEMENT
October 14, 1997
Credit Suisse First Boston Corporation
BT Alex. Brown Securities Corporation
Donaldson, Lufkin & Jenrette Securities Corporation
Howard, Weil, Labouisse, Friedrichs Incorporated
Johnson Rice & Company L.L.C.
As Representatives of the Several Underwriters
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Ladies and Gentlemen:
The undersigned understands that Credit Suisse First Boston Corporation
("CSFBC"), BT Alex. Brown Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Howard, Weil, Labouisse, Friedrichs Incorporated, and Johnson Rice
and Company L.L.C. as representatives (the "Representatives") of the several
underwriters (together, the "Underwriters"), propose to enter into an
Underwriting Agreement with Grey Wolf, Inc. (the "Company"), providing for the
public offering by the Underwriters, including the Representatives, of Common
Stock, par value $0.10 per share (the "Common Stock"), of the Company (the
"Offering").
In consideration of the Underwriters' agreement to purchase and undertake
the Offering of the Company's Common Stock and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned agrees
not to, directly or indirectly, offer, sell, contract to sell, grant any option
to purchase or otherwise dispose of any Common Stock (including, without
limitation, shares of Common Stock which may be deemed to be beneficially owned
by the undersigned in accordance with the rules and regulations of the
Securities and Exchange Commission and shares of Common Stock which may be
issued upon exercise of a stock option or warrant) or any securities convertible
into or exercisable or exchangeable for such Common Stock, or in any manner,
transfer all or a portion of the economic consequences associated with the
ownership of the Common Stock, without the prior written consent of CSFBC, for
120 days after the commencement of the Offering, other than the transfer by the
undersigned of any Common Stock to any member of the undersigned's immediate
family or to a revocable trust for the benefit of the undersigned or any member
of the undersigned's immediate family, provided that any such transferee agrees
to be bound by such conditions, and other than the surrender of any Common Stock
or option exercisable for Common Stock as complete or partial payment by such
person for shares of Common Stock to be acquired upon exercise of such option
granted to such person.
In addition, the undersigned agrees that the Company may, and that the
undersigned will, except as to transfers permitted pursuant to the preceding
paragraph, (i) with respect to any shares of Common Stock for which the
undersigned is the record holder, cause the transfer agent for the Common Stock
to note stop transfer instructions with respect to such shares of Common Stock
on the transfer books and records of the Company and (ii) with respect to any
shares of Common Stock for which the undersigned is the beneficial holder but
not the record holder, cause the record holder of such shares of Common Stock to
cause the transfer agent for the Common Stock to note stop transfer instructions
with respect to such shares of Common Stock on the transfer books and records of
the Company.
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Nothing in this agreement shall prohibit the undersigned from acquiring
shares of Common Stock pursuant to the exercise of presently outstanding
employee or director options granted by the Company and held by the undersigned
or by transferees of the undersigned.
The undersigned understands that the Company and the Underwriters will
proceed with the Offering in reliance on this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Very truly yours,
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(Name - Please Type)
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(Address)
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(Social Security or Taxpayer Identification No.)
Number of shares owned or subject to Certificate numbers:
warrants, options or convertible
securities:
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