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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
AND SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
BONRAY DRILLING CORPORATION
(Name of Subject Company)
ACQUISITION DRILLING, INC.
DLB OIL & GAS, INC.
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
098523202
(CUSIP Number of Class of Securities)
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Michael Blaschke
DLB Oil & Gas, Inc.
1601 N.W. Expressway
Suite 700
Oklahoma City, Oklahoma 73118-1401
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Bidders)
Copy to:
N. Kathleen Friday, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue
Suite 4100
Dallas, Texas 75201-4675
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February 7, 1997
(Date of Event Which Requires Filing Amendment to Statement on Schedule 13D)
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CUSIP No. 098523 20 2 14D-1 and 13D
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Acquisition Drilling, Inc.
73-1509269
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions):
(a) X
--------
(b)
--------
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions)
AF
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f): [ ]
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(6) Citizenship or Place of Organization
Delaware
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(7) Aggregate Amount Beneficially Owned by EACH REPORTING PERSON.
403,227
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(8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions) [ ]
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(9) Percent of Class Represented by Amount in Row (7)
95.2%
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(10) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 098523 20 2 14D-1 and 13D
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DLB Oil & Gas, Inc.
73-1352899
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions):
(a) X
--------
(b)
--------
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(3) SEC Use Only
- - --------------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)
BK
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f): [ ]
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(6) Citizenship or Place of Organization
Oklahoma
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(7) Aggregate Amount Beneficially Owned by EACH REPORTING PERSON.
403,227
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(8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions) [ ]
95.2%
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(9) Percent of Class Represented by Amount in Row (7)
- - --------------------------------------------------------------------------------
(10) Type of Reporting Person (See Instructions)
CO
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Introduction
This Amendment No. 2 to Schedule 14D-1 and Amendment No. 2 to Schedule
13D amends and supplements the Tender Offer Statement on Schedule 14D-1 and the
Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") on January 10, 1997, as amended (as so amended from time to time,
the "Schedule 14D-1"), which relates to the tender offer by Acquisition
Drilling, Inc., a Delaware corporation ("Purchaser"), to purchase any and all
outstanding shares of Common Stock, par value $1.00 per share (the "Shares"),
of Bonray Drilling Corporation, a Delaware corporation, at a price of $30.00
per Share net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 10, 1997 (the
"Offer to Purchase") and in the related Letter of Transmittal. Purchaser is a
wholly-owned subsidiary of DLB Oil & Gas, Inc., an Oklahoma corporation
("Parent").
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Items 5(a) and 5(e) are hereby amended and supplemented as set
forth in Item 6 below.
Item 5(c) is hereby amended and supplemented by the addition of
the following paragraphs:
The Company, by resolutions of the Board of Directors of the
Company effective as of February 10, 1997, (1) accepted the
resignations as directors of the Company of Raymond H. Hefner,
Jr., Richard B. Hefner, James R. Tolbert III, William B.
Cleary and Hobert A. Smith; and (2) elected Mike Liddell, Mark
Liddell, Gary C. Hanna, Ronald D. Youtsey and Ted A. Campbell
to fill the vacancies resulting from the above stated
resignations.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by the addition of the
following paragraphs:
The Offer expired at midnight, New York City time, on February
7, 1997. Based on information provided by the Depositary, a
total of 403,227 Shares (including 950 shares tendered
pursuant to the guaranteed delivery procedures) were validly
tendered and not withdrawn pursuant to the Offer. Purchaser
has accepted for payment, and therefore purchased, all such
Shares at a purchase price of $30.00 per Share in cash. As a
result, Purchaser and Parent beneficially own 95% of the
outstanding Shares on a fully diluted basis.
Pursuant to the Merger Agreement, Parent intends to effect the
Merger of Purchaser with and into the Company pursuant to
Section 253 of the Delaware General Corporation Law as soon as
practicable. Under the Merger Agreement, each Share
outstanding immediately prior to the Effective Time (other
than Shares as to which appraisal rights are perfected) will
be converted into the right to receive the merger
consideration of $30.00 per Share in cash, without interest.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
Item 7 is hereby amended and supplemented as set forth in Item 5
above.
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Item 10. Additional Information.
On February 10, 1997, Purchaser issued the press release attached
to this Schedule 14D-1 as Exhibit 99(a)(8), which is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is amended to add the following:
99(a)(8) Text of Press Release dated February 10, 1997.
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SIGNATURES
After due 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.
DATED: February 10, 1997 ACQUISITION DRILLING, INC.
By: /s/ Gary C. Hanna
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Name: Gary C. Hanna
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Title: President
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DLB OIL & GAS, INC.
By: /s/ Mike Liddell
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Name: Mike Liddell
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Title: Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99(a)(8) Text of Press Release dated February 10, 1997
</TABLE>
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EXHIBIT 99(a)(8)
DLB OIL & GAS, INC.
1601 N.W. Expressway, Suite 700
Oklahoma City, OK 73118-1401
Phone 405-848-8808
Fax 405-848-9449
NEWS RELEASE
FOR FURTHER INFORMATION FOR IMMEDIATE RELEASE
CONTACT: FRED STANDEFER
VICE PRESIDENT CORPORATE DEVELOPMENT
(405) 848-8808
DLB OIL AND GAS COMPLETES ACQUISITION
OF BONRAY DRILLING CORPORATION
TWO DEEP RIGS MOBILIZED, INCREASING FLEET UTILIZATION
OKLAHOMA CITY, OKLAHOMA - February 10, 1997 - DLB Oil & Gas, Inc.
(NASDAQ: "DLBI") announced today that its tender offer to purchase Bonray
Drilling Corporation (NASDAQ: "BNRY") was accepted by a majority (92%) of
Bonray shareholders. DLB will pay $30.00 per share, net to the seller in cash,
for the 423,540 shares outstanding. Bonray Drilling Corporation will become a
wholly-owned subsidiary of DLB.
Two rigs, both capable of drilling wells in excess of 20,000 feet, are
presently being remobilized. These rigs are expected to be in operation within
45 days and have outstanding work commitments. The DLB/Bonray fleet totals 15
rigs, including six rigs capable of drilling wells over 20,000 feet and nine
rigs capable of drilling wells from 7,500 feet to 15,000 feet.
DLB Oil & Gas, Inc. is an Oklahoma City-based diversified energy company
engaged primarily in oil and gas exploration, development and production, and
in the acquisition of producing properties. The Company's common stock trades
under the symbol DLBI.
