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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
Bayard Drilling Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
072700107
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(CUSIP Number)
Anthony G. Petrello*
Nabors Industries, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 1999
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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(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
* Copies to:
Howard Berkower, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022
(212) 891-3500
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CUSIP No.: 072700107 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nabors Industries, Inc.
93-0711613
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF (a)[ ]
A GROUP (b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC,00
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5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SOLE VOTING POWER 1,000
SHARES
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BENEFICIALLY SHARED VOTING POWER 0
OWNED
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BY EACH SOLE DISPOSITIVE POWER 1,000
REPORTING
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PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED 1,000
BY EACH REPORTING PERSON
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT 100%
IN ROW (11)
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14 TYPE OF REPORTING PERSON CO
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This Amendment No. 2 amends and supplements Items 3, 4, 5 and 6 of the
Schedule 13D of Nabors Industries, Inc., a Delaware corporation ("Nabors"), with
respect to the shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Bayard Drilling Technologies, Inc., a Delaware corporation
("Bayard").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ITEM 4. PURPOSE OF TRANSACTION
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
On April 7, 1999, pursuant to the terms of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of October 19, 1998, as amended as of
January 15, 1999 and February 12, 1999, among Nabors, Nabors Acquisition Corp.
VII, a Delaware corporation and a wholly-owned subsidiary of Nabors ("Merger
Sub"), and Bayard, Merger Sub merged with and into Bayard, with Bayard as the
surviving corporation. As a result of the merger contemplated by the Merger
Agreement (the "Merger"), Bayard became a wholly-owned subsidiary of Nabors.
Each share of Common Stock outstanding immediately prior to the effective time
(the "Effective Time") of the Merger (other than shares held by persons who
exercised and perfected dissenters' appraised rights, treasury shares and
shares held by Nabors) was, by virtue of the Merger, converted into (i) .3375
shares of common stock, par value $.10 per share, of Nabors and (ii) $0.30 in
cash, without interest (collectively, the "Merger Consideration"). Each share
of Common Stock held in treasury immediately prior to the Effective Time and
each share of Common Stock held by Nabors immediately prior to the Effective
Time was, by virtue of the Merger, cancelled and extinguished. Each of the
1,000 shares of common stock, par value $.10 per share, of Merger Sub that was
issued and outstanding as of the Effective Time was, by virtue of the Merger,
converted into one share of Common Stock of Bayard. Accordingly, as a result of
the Merger, Nabors owns 1,000 shares of Common Stock of Bayard, which
represents 100% of the outstanding shares. Nabors has sole power to vote and
dispose of the shares of Common Stock held by it. No person other than Nabors
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock held by Nabors.
As a result of the Merger, the former stockholders of Bayard now own,
in the aggregate, approximately 6.2 million shares of common stock of Nabors.
Nabors will also pay the former stockholders of Bayard, in the aggregate,
approximately $5.1 million as the cash portion of the Merger Consideration,
which will be paid for out of Nabors' working capital. Such amounts do not
include the Merger Consideration to be received by holders of options and
warrants issued by Bayard upon the exercise thereof. Pursuant to the Merger
Agreement, such options and warrants, when exercised, will entitle the holders
thereof to receive the Merger Consideration in respect of each share of Common
Stock of Bayard formerly purchasable upon the exercise thereof.
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As a result of the Merger, the shares of Common Stock of Bayard ceased
to trade on the American Stock Exchange. In addition, a Form 15 was filed with
the Securities and Exchange Commission in order to deregister the shares of
Common Stock under the Securities Exchange Act of 1934, as amended.
The Merger Agreement provided that the directors of Bayard after the
Merger would be the directors of Acquisition Sub immediately prior to the Merger
and that the officers of Bayard after the Merger would be the officers of Bayard
immediately prior to the Merger. After the Merger, the directors of Bayard
removed the existing officers of Bayard from their positions and appointed
Daniel McLachlin as President of Bayard and Mike Harwell as Vice President,
Secretary and Treasurer of Bayard. Messrs. McLachlin and Harwell are now the
only officers of Bayard.
In connection with entering into the Merger Agreement, Nabors entered
with Stockholder Agreements ("Stockholder Agreements") with certain
stockholders of Bayard. Pursuant to the Stockholders Agreements, the
stockholders who were parties thereto appointed Nabors as their proxy to vote
their shares of Common Stock in favor of the Merger and against certain actions
that might interfere with the consummation of the Merger. By their terms, the
Stockholder Agreements terminated at the Effective Time.
In connection with entering into the Merger Agreement, Nabors entered
into an Option Agreement (the "Option Agreement") with Bayard. Pursuant to the
Option Agreement, Bayard granted Nabors the right to purchase up to 3,620,595
shares of Common Stock (but no more than 19.9% of the outstanding shares of
Common Stock) at a price of $5.50 per share. By its terms, the option to
purchase Common Stock granted to Nabors pursuant to the Option Agreement
terminated at the Effective Time.
As a result of the Merger, Anthony G. Petrello, a director and officer
of Nabors, no longer may be deemed the beneficial owner of the shares of Common
Stock of Bayard held by the Anthony G. Petrello Revocable Trust.
Except for the Merger, neither Nabors nor any of the persons listed on
Annex A to the Schedule 13D of Nabors has effected any transactions in the
shares of Common Stock during the past 60 days.
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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.
Dated: April 7, 1999
NABORS INDUSTRIES, INC.
/s/ Anthony G. Petrello
By: -------------------------------------
Anthony G. Petrello
President
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