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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 2)(1)
Grey Wolf, 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 LLP
666 Third Avenue, 9th Floor
New York, New York 10017; (212) 551-9860
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 19, 1999
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 (b) 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 12 Pages
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CUSIP NO. 232909-10-1 13D Page 2 of 12 Pages
- ----------------------------------------- -------------------------
- --------------------------------------------------------------------------------
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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
- ---------- ---------------------------------------------------------------------
SOURCE OF FUNDS*
4 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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY See Item 5(b)
EACH 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
19,782,823
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Item 5(a) [X]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.98%
- --------- ----------------------------------------------------------------------
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 12 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
- ---------- ---------------------------------------------------------------------
SOURCE OF FUNDS*
4 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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY See Item 5(b)
EACH 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
25,244,578
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Item 5(a) [X]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.29%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 232909-10-1 13D Page 4 of 12 Pages
- ----------------------------------------- -------------------------
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas H. O'Neill, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
SOURCE OF FUNDS*
4 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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY See Item 5(b)
EACH 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
25,244,578
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Item 5(a) [X]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.29%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
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CUSIP NO. 232909-10-1 13D Page 5 of 12 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
- ---------- ---------------------------------------------------------------------
SOURCE OF FUNDS*
4 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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY See Item 5(b)
EACH 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
25,320,578 (inclusive of stock option to acquire 75,000 shares of
Common Stock)
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Item 5(a) [X]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.33%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
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CUSIP NO. 232909-10-1 13D Page 6 of 12 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
- ---------- ---------------------------------------------------------------------
SOURCE OF FUNDS*
4 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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY See Item 5(b)
EACH 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
25,324,578 (inclusive of stock options to acquire 75,000 shares of
Common Stock)
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
See Item 5(a) [X]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.335%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
AMENDMENT NO. 2
TO
SCHEDULE 13D
INTRODUCTION.
All of the reporting persons named in Item 2 below (collectively, the
"Reporting Persons") were signatories to an initial statement, on Schedule 13D,
that was filed with the Securities and Exchange Commission (the "Commission") on
October 10, 1997 (the "Initial Statement") and an Amendment No. 1 thereto dated
January 28, 1998 (the "First Amendment"; the First Amendment and the Initial
Statement being sometimes hereinafter collectively referred to as the "Prior
Statement"). The Reporting Persons jointly filed the Prior Statement as a group
not only because they may be 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 they acted in concert in
connection with the initial acquisition of securities of the issuer, but also
because, for the most part, they may be deemed to share beneficial ownership
with respect to the same securities of the issuer. In accordance with Rule
13d-1(f) promulgated pursuant to the Exchange Act, all of the Reporting Persons
executed a written agreement relating to the joint filing of the Initial
Statement (the "Group Filing Agreement"), a copy of which was attached to the
Initial Statement as Exhibit I.
The Reporting Persons named in Item 2 below (collectively, the "Group") are
filing this Amendment No. 2 to Schedule 13D (the "Second Amendment"; the Second
Amendment, together with the Prior Statement being sometimes hereinafter
collectively referred to as the "Schedule 13D") to disclose the consummation of
the sale by Somerset Drilling Associates, L.L.C. of an aggregate of 4,652,400
shares of Common Stock (as hereinafter defined) on April 19, 1999.
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.
ITEM 2. IDENTITY AND BACKGROUND.
No change, except that the present business address of Steven A. Webster is
901 Threadneedle, Suite 200, Houston, Texas 77079.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
Page 7 of 12 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
No change.
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:
The aggregate number and percentage of the Common Stock which are owned
beneficially and of record by Somerset on the date hereof are 19,782,823 shares
of Common Stock, or approximately 11.98% of the 165,065,391 shares of Common
Stock issued and outstanding as of April 6, 1999, as set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held May 4, 1999
(the "Proxy Statement").
The aggregate number and percentage of the Common Stock which are owned
beneficially by SCP on the date hereof are 25,244,578 shares of Common Stock, or
approximately 15.29% of the 165,065,391 shares of Common Stock issued and
outstanding as of April 6, 1999, as set forth in the Company's Proxy Statement,
which number and percentage include the 19,782,823 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 O'Neill on the date hereof are 25,244,578 shares of Common
Stock, or approximately 15.29% of the 165,065,391 shares of Common Stock issued
and outstanding as of April 6, 1999, as set forth in the Company's Proxy
Statement, which number and percentage include the 19,782,823 shares owned of
record by Somerset and the 5,461,755 shares owned of record by SCP, since
O'Neill 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 Webster on the date hereof are 25,320,578 shares of Common
Stock, or approximately 15.33% of the 165,140,391 shares of Common Stock that
would have been issued and outstanding as of April 6, 1999, as set forth in the
Company's Proxy Statement, assuming the exercise of vested stock options to
acquire 75,000 shares of Common Stock held by Webster, which number and
percentage include the 19,782,823 shares owned of record by Somerset and the
5,461,755 shares owned of record by SCP, since Webster is a partner of SCP and
SCP is the managing member of Somerset, as well as 1,000 shares owned of record
by Webster and the vested stock options to acquire 75,000 shares of Common Stock
owned by Webster.
The aggregate number and percentage of the Common Stock which are owned
beneficially by Ziegler on the date hereof are 25,324,578 shares of Common
Stock, or approximately 15.335% of the 165,140,391 shares of Common Stock that
would have been issued and outstanding as of April 6, 1999, as set forth in the
Company's Proxy Statement, assuming the exercise of vested stock options to
acquire 75,000 shares of Common Stock held by Ziegler, which number and
percentage include the 19,782,823 shares owned of record by
Page 8 of 12 Pages
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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 and the vested stock options to acquire 75,000
shares of Common Stock owned 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 25,400,578
shares of Company Common Stock, or approximately 15.37% of the 165,215,391
shares of Common Stock that would have been issued and outstanding as of April
6, 1999, as set forth in the Company's Proxy Statement, assuming the exercise of
vested stock options to acquire 150,000 shares of Common Stock held in the
aggregate by Webster and by Ziegler. Each of Somerset, SCP, O'Neill and Ziegler
disclaims beneficial ownership of the shares of Common Stock owned (and/or to be
owned, upon exercise of vested stock options) of record by Webster and each of
Somerset, SCP, O'Neill and Webster disclaims beneficial ownership of the shares
of Common Stock owned (and/or to be owned, upon exercise of vested stock
options) of record by Ziegler.
The foregoing aggregate number and percentage of the Common Stock
beneficially owned by the Reporting Persons 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
Warrants, as any such right to acquire shares of Common Stock pursuant to the
Somerset Group Shadow Warrants is contingent upon the occurrence of events not
within the control of any Reporting Person and which may or may not occur within
60 days of the date hereof.
(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 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 19,782,823 shares of
Common Stock owned of record by it and, notwithstanding the foregoing, SCP, as
the sole managing member of Somerset, and each of O'Neill, Webster and Ziegler,
as the general partners of SCP, may be deemed to share the power to vote (and
direct the vote of) and to dispose of (and direct the disposition of) the
19,782,823 shares of Common Stock owned of record by Somerset.
SCP 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) the 5,461,755 shares of
Common Stock owned of record by it and (ii) as the sole managing member of
Somerset, share the power to vote (and direct the vote of) and to dispose of
(and direct the disposition of) the 19,782,823 shares of Common Stock owned of
record by Somerset. Notwithstanding the foregoing, each of O'Neill,
Page 9 of 12 Pages
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Webster and Ziegler, as the general partners of SCP, may be deemed to share the
power to vote (and direct the vote of) and to dispose of (and direct the
disposition of) (i) the 5,461,755 shares of Common Stock owned of record by SCP
and (ii) the 19,782,823 shares of Common Stock owned of record by Somerset and
beneficially by SCP.
Each of O'Neill, Webster and Ziegler, as the general partners of SCP, may
be deemed to share the power to vote (and direct the vote of) and to dispose of
(and direct the disposition of) the 25,244,578 shares of Common Stock
beneficially owned by SCP (5,461,755 shares of which are owned of record by SCP
and 19,782,823 shares of which are owned of record by Somerset). In addition,
(i) Webster may be deemed to have the sole power to vote (and direct the vote
of) and to dispose of (and direct the disposition of) (A) the 1,000 shares of
Common Stock owned of record by him and (B) upon exercise of vested stock
options held by him, the 75,000 shares of Common Stock issuable pursuant
thereto, and (ii) Ziegler may be deemed to have the sole power to vote (and
direct the vote of) and to dispose of (and direct the disposition of) (A) the
5,000 shares of Common Stock owned of record by him and (B) upon exercise of
vested stock options held by him, the 75,000 shares of Common Stock issuable
pursuant thereto.
In addition, 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 (i) Somerset may
be deemed to share with SCP and each of O'Neill, Webster and Ziegler, the power
to vote (and direct the vote of) and to dispose of (and direct the disposition
of) the 5,461,755 shares of Common Stock owned of record by SCP, (ii) each of
Somerset, SCP, O'Neill and Webster may be deemed to share with Ziegler the power
to vote (and direct the vote of) and to dispose of (and direct the disposition
of) the 5,000 shares of Common Stock owned of record by Ziegler and the 75,000
shares of Common Stock issuable upon the exercise of vested stock options held
by Ziegler and (iii) each of Somerset, SCP, O'Neill and Ziegler may be deemed to
share with Webster the power to vote (and direct the vote of) and to dispose of
(and direct the disposition of) the 1,000 shares of Common Stock owned of record
by Webster and the 75,000 shares of Common Stock issuable upon the exercise of
vested stock options held by Ziegler. Each of Somerset, SCP, O'Neill and Ziegler
disclaims beneficial ownership of the shares of Common Stock owned (and/or to be
owned, upon exercise of vested stock options) of record by Webster and each of
Somerset, SCP, O'Neill and Webster disclaims beneficial ownership of the shares
of Common Stock owned (and/or to be owned, upon exercise of vested stock
options) of record by Ziegler.
(c) Except for the April 19, 1999 Rule 144 sale of 4,652,400 shares of
Common Stock by Somerset, at a sale price of $2.2987 per share (inclusive of
commissions of approximately $0.02 per share and an aggregate fee paid to the
Commission of $356.49), effected in a broker's transaction on the American Stock
Exchange, since the filing of the First Amendment, none of the Reporting Persons
has effected any transaction in the Common Stock.
(d) No change.
Page 10 of 12 Pages
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(e) No change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
Page 11 of 12 Pages
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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: April 30, 1999 SOMERSET DRILLING ASSOCIATES, L.L.C.
----------------------- By: Somerset Capital Partners,
its Managing Member
By: /s/ WILLIAM R. ZIEGLER
------------------------------
William R. Ziegler, Partner
Dated: April 30, 1999 SOMERSET CAPITAL PARTNERS
-----------------------
By: /s/ WILLIAM R. ZIEGLER
------------------------------
William R. Ziegler, Partner
Dated: April 30, 1999 /s/ THOMAS H. O'NEILL, JR.
----------------------- -----------------------------------
Thomas H. O'Neill, Jr., Individually
Dated: April 30, 1999 /s/ STEVEN A. WEBSTER
----------------------- ---------------------------
Steven A. Webster, Individually
Dated: April 30, 1999 /s/ WILLIAM R. ZIEGLER
----------------------- ---------------------------
William R. Ziegler, Individually
Page 12 of 12 Pages
