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Securities and Exchange Commission
Washington, D.C. 20549
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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. 1
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)
February 12, 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
Page 1 of 5 Pages
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CUSIP No.: 072700107 13D Page 2 of 5 Pages
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<TABLE>
<S<C> <C>
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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 GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS Not applicable
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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 0
SHARES
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BENEFICIALLY SHARED VOTING POWER 2,645,725
OWNED
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BY EACH SOLE DISPOSITIVE POWER 0
REPORTING
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PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED 2,645,725
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 IN ROW (11)
14.5%
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14 TYPE OF REPORTING PERSON CO
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</TABLE>
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This Amendment No. 1 amends and supplements Item 3, 4 and 7 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
As previously disclosed, on October 19, 1998, Bayard, Nabors
and Nabors Acquisition Corp. VII, a Delaware corporation and a wholly-owned
subsidiary of Nabors, entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which Nabors will acquire Bayard and each outstanding
share of Common Stock (except for shares of holders who perfect and exercise
dissenters' appraisal rights, treasury shares and shares held by Nabors) will
be converted into the right to receive (i) 0.375 shares of common stock of
Nabors and (ii) $0.30 in cash, without interest. On January 15, 1999, the
parties to the Merger Agreement entered into an amendment thereto that
eliminated Nabors' obligation to enter into an employment agreement at the time
of the merger with an executive officer of Bayard. On February 12, 1999, the
parties to the Merger Agreement entered into an amendment thereto which
provides, among other things, that upon the consummation of the merger
contemplated thereby, each outstanding share of Common Stock (except for shares
of holders who perfect and exercise dissenters' appraisal rights, treasury
shares and shares held by Nabors) will be converted into the right to receive
(i) 0.3375 shares of common stock of Nabors and (ii) $0.30 in cash, without
interest. The amendments to the Merger Agreement are attached hereto as
exhibits and are incorporated by reference into these Items 3 and 4.
Concurrently with the execution and delivery on October 19,
1998 of the Merger Agreement, Nabors entered into a Stockholder Agreement with
each of the following Bayard stockholders: (i) Carl B. Anderson, (ii) AnSon
Partners, L.L.C., as successor in interest to AnSon Partners LP, (iii) James E.
Brown, (iv) Energy Spectrum Partners LP and (v) Wil-Cas Investments, L.P.
Pursuant to the Stockholder Agreements, each such stockholder agreed to vote in
favor of the merger contemplated by the Merger Agreement. Attached as Exhibit
3 to this Amendment No.1 to Schedule 13D is the Stockholder Agreement of AnSon
Partners, L.L.C., which Stockholder Agreement supersedes the Stockholder
Agreement previously filed as Exhibit 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
3. Stockholder Agreement, dated as of October 19, 1998,
between Nabors Industries, Inc., Nabors Acquisition Corp. VII and AnSon
Partners, L.L.C., as successor in interest to AnSon Partners LP (incorporated
by reference to Exhibit 10.4 of the Registration Statement on Form S-4
(Registration No. 333-72397) of Nabors Industries, Inc. filed with the
Securities and Exchange Commission on February 16, 1999).
Page 3 of 5 Pages
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8. Amendment No. 1, dated as of January 15, 1999, to
Agreement and Plan of Merger among Nabors Industries, Inc., Nabors Acquisition
Corp. VII and Bayard Drilling Technologies, Inc. (incorporated by reference to
Exhibit 2.2 of the Registration Statement on Form S-4 (Registration No.
333-72397) of Nabors Industries, Inc. filed with the Securities and Exchange
Commission on February 16, 1999).
9. Amendment No. 2, dated as of February 12, 1999, to
Agreement and Plan of Merger among Nabors Industries, Inc., Nabors Acquisition
Corp. VII and Bayard Drilling Technologies, Inc. (incorporated by reference to
Exhibit 2.3 of the Registration Statement on Form S-4 (Registration No.
333-72397) of Nabors Industries, Inc. filed with the Securities and Exchange
Commission on February 16, 1999).
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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.
Date: March 2, 1999 NABORS INDUSTRIES, INC.
By: /s/Anthony G. Petrello
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Anthony G. Petrello
President and Chief Operating Officer
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