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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PONDER INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
732378104
(CUSIP number)
Panther Oil Tools, Ltd.
c/o Sydney Vane House
John Le Seelleur, President
P.O. Box 201, Rue du Commerce
St. Peter Port , Guernsey, Channel Islands
011-441-481-7250
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
May 31, 1996
(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 this statement [X]. (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.)
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CUSIP No. 732378104 SCHEDULE 13D Page 2 of 6 Pages
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(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos. of Above Person
John Le Seelleur
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
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Number of Shares (7) Sole Voting Power
Beneficially Owned 83,333
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
1,200,000
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(9) Sole Dispositive Power
83,333
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(10) Shared Dispositive Power
1,200,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,333
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 732378104 SCHEDULE 13D Page 3 of 6 Pages
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(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos. of Above Person
Panther Oil Tools Ltd.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00 (Exchange of the stock of its wholly-owned subsidiary, Panther
Oil Tools (UK) Ltd.)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Jersey, Channel Islands
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,200,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
1,200,000
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D under the Securities and Exchange Act of 1934 (the
"Act") relates to the Common Stock, $.01 par value (the "Common Stock"), of
Ponder Industries, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 511 Commerce Road,
Alice, Texas 78332.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Panther Oil Tools Ltd. ("Panther"),
a Jersey, Channel Islands registered company, and John Le Seelleur ("Mr. Le
Seelleur"), a member of the Board of Directors of Panther and owner of 70% of
the outstanding common stock of Panther. Panther acquired 1,200,000 shares of
the Common Stock pursuant to a Stock Purchase Agreement (attached as Exhibit
2.1 to the Company's Form 8-K dated May 23, 1996) dated May 23, 1996,
effective May 31, 1996, by and between the Company and Panther. In addition,
Mr. Le Seelleur, individually, purchased 83,333 shares of the Common Stock.
Panther is a holding company for entities whose principal business is the
provision of oilfield services and equipment and its address is Panther Oil
Tools Ltd c/o Sydney Vane House, P.O. Box 201, Rue du Commerce, St. Peter
Port, Guernsey, Channel Islands.
Mr. Le Seelleur is a citizen of Jersey and his business address is
Panther Oil Tools Ltd c/o Sydney Vane House, P.O. Box 201, Rue du Commerce,
St. Peter Port, Guernsey, Channel Islands. Mr. Le Seelleur's principal
occupation is as President of Panther.
Neither of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither of the Reporting Persons has been, during the last
five years, a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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 Common Stock purchased by Panther was acquired in exchange for the
sale of all the capital stock of Panther Oil Tools (UK) Ltd., a wholly-owned
subsidiary of Panther to the Company pursuant to a Stock Purchase Agreement
dated May 23, 1996. The Common Stock purchased by Mr. Le Seelleur was
purchased with funds from Mr. Le Seelleur's personal holdings.
4
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ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock acquired by Panther was received in exchange for and as
consideration for the sale of all of the capital Stock of Panther Oil Tools
(UK) Ltd., a wholly-owned subsidiary of Panther to the Company pursuant to a
Stock Purchase Agreement dated May 23, 1996. The Common Stock acquired by Mr.
Le Seelleur was purchased for investment purposes. In connection with the
acquisition, Mr. Le Seelleur expects to continue to serve as President of
Panther and to serve as a member of the Board of Directors of Ponder.
Except as disclosed herein, neither Panther nor Mr. Le Seelleur has any
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Panther beneficially owns an aggregate of 1,200,000 shares of Common
Stock, as to which Panther has the sole power to direct the vote. Mr. Le
Seelleur beneficially owns an aggregate of 1,283,333 shares of Common Stock
by virtue of his personal ownership of 83,333 shares of Common Stock acquired
pursuant to the Subscription Agreement dated May 23, 1996 as to which he has
the sole power to direct the vote and his controlling (70%) interest in
Panther (which owns 1,200,000 shares of Common Stock) as to which he has the
shared dispositive power to direct the vote.
No transactions in the Common Stock have been effected during the past
60 days by Panther or Mr. Le Seelleur, other than those described in Item 2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the Stock Purchase Agreement by which Panther
acquired an interest in Ponder, Ponder has granted Panther "piggyback"
registration rights in accordance with Article 11.4 of the Stock Purchase
Agreement. Also, in a side letter (attached as Exhibit I hereto), Ponder has
agreed to register the Common Stock owned by Panther in the event that
Panther should dissolve and distribute such Common Stock to its shareholders.
Other than as set forth above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 or between any of such persons and any other person with respect to
any securities of the Company except as referred to or described herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following agreements and other materials are attached hereto:
(a) Exhibit I - Side Letter Agreement.
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After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
PANTHER OIL TOOLS, LTD.
By /s/ JOHN LE SEELLEUR
------------------------------------
John Le Seelleur, President
/s/ JOHN LE SEELLEUR
--------------------------------------
John Le Seelleur, Individually
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EXHIBIT I
PONDER INDUSTRIES, INC.
511 Commerce Road
Alice, Texas 78332
512-664-6831
May 23, 1996
Re: Registration Rights provided under the Stock Purchase Agreement dated
May 23, 1996, by and among Ponder Energy Services, Inc., a wholly-owned
subsidiary of Ponder Industries, Inc., Panther Oil Tools (UK) Ltd. and
Panther Oil Tools Ltd. (the "Agreement")
Panther Oil Tools Ltd.
c/o Sydney Vane House
P.O. Box 201
Rue du Commerce
St. Peter Port
Guernsey Channel Islands
Gentlemen:
This letter is to confirm the agreement of Ponder Industries, Inc. (the
"Company") to execute registration rights agreements in favor of the
shareholders of Panther Oil Tools Ltd. ("Panther") in the event of the
dissolution of Panther with respect to the shares of the Company's common
stock, $.01 par value issued to Panther. The Company agrees to provide to the
shareholder assignees of Panther the registration rights provided for and as
described in Section 11 of the Agreement.
Very truly yours,
PONDER INDUSTRIES, INC.
By: /s/ Eugene L. Butler
---------------------------------
Eugene L. Butler, Executive
Vice President & Chief
Financial Officer
ACCEPTED:
PANTHER OIL TOOLS LTD.
By: /s/ John LeSeelleur
-----------------------------
John LeSeelleur, President
