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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 16, 1996
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PATTERSON ENERGY, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-22664 75-2504748
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(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4510 Lamesa Highway, Snyder, Texas 79549
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(Address of principal executive offices) Zip Code
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Registrant's telephone number, including area code: 915-573-1104
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No Change
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On May 16, 1996, the Amendment to Agreement and Plan of Merger (the
"Amendment") was executed which effectively amended certain provisions of the
Agreement and Plan of Merger (the "Agreement") dated April 22, 1996 among and
between Patterson Energy, Inc., Patterson Drilling Company and Tucker Drilling
Company, Inc.. The Amendment contains the following revisions:
o Section 6.7 of the Agreement is hereby amended by deleting the
first sentence thereof and substituting the following sentence
therefor:
"No later than the Effective Time, each option to
purchase shares of Company Common Stock (a "Company
Stock Option") which is outstanding immediately prior
to the Effective Time pursuant to the Company's stock
option plans in effect on the date of this Agreement
("the Company Stock Plans") shall represent at the
Effective Time an option to purchase the number of
shares of Parent Common Stock (a "Substituted
Option") (decreased to the nearest full share)
determined by multiplying (i) the number of shares of
Company Common Stock subject to such Company Stock
Option immediately prior to the Effective Time by
(ii) the Exchange Ratio, at an exercise price per
share of Parent Common Stock (rounded down to the
nearest whole cent) equal to the exercise price per
share of Company Common Stock immediately prior to
the Effective Time divided by the Exchange Ratio."
o Section 6.11 shall be amended by adding to the first sentence
after "("the Supplemental Retirement Plan")" the following: ",
the severance payment agreements of the Company set forth in
Section 3.11 of the Company Disclosure Schedule..."
o Section 7.1(f) shall be amended by deleting "May 15, 1996"
appearing in the second line thereof and substituting "May 20,
1996" therefor.
o The forms of Stock Option Assumption Agreement attached to the
Agreement as Exhibit II(A) and (B) are hereby deleted in their
entirety and replaced with the forms of Stock Option
Assumption Agreement attached hereto as Exhibit II (A) and
(B).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) EXHIBITS.
99.1 Amendment to Agreement and Plan of Merger dated May 16, 1996
among Patterson Energy, Inc., Patterson Drilling Company and
Tucker Drilling Company, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PATTERSON ENERGY, INC.
Date: May 30, 1996 /s/ Cloyce A. Talbott
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Cloyce A. Talbott
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Amendment to Agreement and Plan of Merger dated May
16, 1996 among Patterson Energy, Inc., Patterson
Drilling Company and Tucker Drilling Company, Inc.
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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated May 16, 1996
("Amendment to Agreement") among Patterson Energy, Inc., a Delaware corporation
("Parent"), Patterson Drilling Company, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Sub"), and Tucker Drilling Company, Inc., a
Delaware corporation ("the Company").
WITNESSETH:
WHEREAS, Parent, Sub and the Company entered into an Agreement and
Plan of Merger dated as of April 22, 1996 ("the Agreement"); and
WHEREAS, the parties to the Agreement desire to enter into this
Amendment to Agreement to amend the Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and agreements
contained herein and in the Agreement, the parties agree as follows:
1. Section 6.7 of the Agreement is hereby amended by deleting the first
sentence thereof and substituting the following sentence therefor:
"No later than the Effective Time, each option to purchase shares of Company
Common Stock (a "Company Stock Option") which is outstanding immediately prior
to the Effective Time pursuant to the Company's stock option plans in effect on
the date of this Agreement ("the Company Stock Plans") shall represent at the
Effective Time an option to purchase the number of shares of Parent Common
Stock (a "Substituted Option") (decreased to the nearest full share) determined
by multiplying (i) the number of shares of Company Common Stock subject to such
Company Stock Option immediately prior to the Effective Time by (ii) the
Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded
down to the nearest whole cent) equal to the exercise price per share of
Company Common Stock immediately prior to the Effective Time divided by the
Exchange Ratio."
2. Section 6.11 shall be amended by adding to the first sentence after
"("the Supplemental Retirement Plan")" the following: ", the severance payment
agreements of the Company set forth in Section 3.11 of the Company Disclosure
Schedule..."
3. Section 7.1(f) shall be amended by deleting "May 15, 1996" appearing
in the second line thereof and substituting "May 20, 1996" therefor.
4. The forms of Stock Option Assumption Agreement attached to the
Agreement as Exhibit II(A) and (B) are hereby deleted in their entirety and
replaced with the forms of Stock Option Assumption Agreement attached hereto as
Exhibit II (A) and (B).
5. This Amendment to Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts shall have been signed by each of the parties and
delivered to the other parties.
6. The Agreement, as amended by this Amendment to Agreement, shall remain
in full force and effect.
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Amendment to Agreement to be signed by their respective officers thereunto duly
authorized as of the date first above written.
PATTERSON ENERGY, INC.
By: /s/ Cloyce A. Talbott
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Cloyce A. Talbott
Chairman and Chief Executive
Officer
Attest:
/s/ James C. Brown
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James C. Brown, Secretary
PATTERSON DRILLING COMPANY
By: /s/ Cloyce A. Talbott
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Cloyce A. Talbott
Chief Executive Officer
Attest:
/s/ James C. Brown
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James C. Brown, Secretary
TUCKER DRILLING COMPANY, INC.
By: /s/ T. Mark Tucker
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T. Mark Tucker
Acting Chairman and Chief
Executive Officer
Attest:
/s/ Charles B. Middlekauf
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Charles B. Middlekauf, Secretary
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EXHIBIT II(A)
PATTERSON ENERGY, INC.
TUCKER DRILLING COMPANY, INC. STOCK OPTION ASSUMPTION AGREEMENT
(INCENTIVE STOCK OPTION PLAN)
AGREEMENT dated as of ____________, 1996 (this "Agreement") between
Patterson Energy, Inc., a Delaware corporation ("PEI") and ______________, an
individual ("Participant").
RECITALS
Tucker Drilling Company, Inc. ("TDC") and Participant have entered
into one or more stock option agreements ("TDC Option Agreements") relating to
options ("Options") granted to Participant under TDC's Incentive Stock Option
Plan (the "TDC Incentive Plan") pursuant to which Participant is presently
entitled to purchase up to _____ shares of Common Stock of TDC as shown in the
schedule attached to this Agreement.
TDC, PEI and Patterson Drilling Company ("PDC"), a Delaware
corporation and a wholly-owned subsidiary of PEI, have entered into an
Agreement and Plan of Merger dated as of April 22, 1996 (the "Merger
Agreement") pursuant to which PDC will merge with and into TDC in consideration
to the TDC stockholders of shares of PEI Common Stock (the "Merger"). Pursuant
to Section 6.7 of the Merger Agreement, at the Effective Time (as defined in
the Merger Agreement) of the Merger, all options to acquire shares of TDC
Common Stock outstanding immediately before the Effective Time shall be assumed
by PEI.
By this Agreement, the parties desire to confirm the assumption
contemplated by Section 6.7 of the Merger Agreement as it relates to Options
granted under the TDC Incentive Plan.
AGREEMENT
PEI and Participant agree as follows:
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1. ASSUMPTION OF OPTION. By this Agreement, PEI assumes, and
Participant agrees to the assumption by PEI of, all of the obligations of TDC
to Participant under the TDC Option Agreements except that:
(a) Each reference therein to "shares" shall mean shares of PEI
Common Stock, $0.01 par value per share;
(b) Each reference therein to a number of shares shall be a
reference to a number of shares determined by multiplying such number by .74
(the "Conversion Ratio");
(c) Each reference therein to a price per share shall be a
reference to a price determined by dividing the price in the TDC Option
Agreement by the Conversion Ratio; and
(d) Each reference therein to the Committee shall mean the
Compensation Committee of the Board of Directors of PEI.
(The results of the computations in (b) and (c) above as applied to
the Participant's Options presently outstanding under the TDC Incentive Plan
appear in the Schedule to this Agreement.)
2. TDC INCENTIVE PLAN. By this Agreement, PEI assumes the TDC
Incentive Plan subject to the provisions of Section 1 above.
3. RECOGNITION OF VESTING, EXERCISES AND LAPSES. PEI
acknowledges that Participant's rights to exercise the Options covered by the
TDC Option Agreements have fully vested prior to the date hereof and
Participant acknowledges that any lapses or exercises of Options thereunder to
date shall be recognized.
4. REGISTRATION. Promptly following the date hereof, PEI will
file a Registration Statement on Form S-8 under the Securities Act of 1933 with
the Securities and Exchange Commission covering the Options being assumed
hereunder by PEI and agrees to thereafter file a "reoffer prospectus" within
the meaning of Instruction C-1 to Form S-8 with a Post-Effective Amendment to
such Registration Statement if necessary in order to permit the reoffer or
resale by Participant of PEI Common Stock acquired upon exercise of the
Options.
5. MISCELLANEOUS. This Agreement shall be construed in
accordance with the laws of the State of Texas. Except as required to give
effect to this Agreement, PEI and Participant confirm the terms of the TDC
Option Agreements.
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IN WITNESS WHEREOF, PEI and Participant have caused this Agreement to
be signed as of the date first above written.
PATTERSON ENERGY, INC.
By:
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Participant
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EXHIBIT II(B)
PATTERSON ENERGY, INC.
TUCKER DRILLING COMPANY, INC. STOCK OPTION ASSUMPTION AGREEMENT
(1994 NON-QUALIFIED STOCK OPTION PLAN)
AGREEMENT dated as of ____________, 1996 (this "Agreement") between
Patterson Energy, Inc., a Delaware corporation ("PEI"), and ______________, an
individual ("Participant").
RECITALS
Tucker Drilling Company, Inc. ("TDC") and Participant have entered
into one or more stock option agreements ("TDC Option Agreements") relating to
options ("Options") granted to Participant under TDC's 1994 Non-Qualified Stock
Option Plan (the "TDC Non-Qualified Plan") pursuant to which Participant is
presently entitled to purchase up to _____ shares of Common Stock of TDC as
shown in the schedule attached to this Agreement.
TDC, PEI and Patterson Drilling Company ("PDC"), a Delaware
corporation and a wholly-owned subsidiary of PEI, have entered into an
Agreement and Plan of Merger dated as of April __, 1996 (the "Merger
Agreement") pursuant to which PDC will merge with and into TDC in consideration
to the TDC stockholders of shares of PEI Common Stock (the "Merger"). Pursuant
to Section 6.7 of the Merger Agreement, at the Effective Time (as defined in
the Merger Agreement) of the Merger, all options to acquire shares of TDC
Common Stock outstanding immediately before the Effective Time shall be assumed
by PEI.
By this Agreement, the parties desire to confirm the assumption
contemplated by Section 6.7 of the Merger Agreement as it relates to Options
granted under the TDC Non-Qualified Plan.
AGREEMENT
PEI and Participant agree as follows:
1. ASSUMPTION OF OPTION. By this Agreement, PEI assumes, and
Participant agrees to the assumption by PEI of, all of the obligations of TDC
to Participant under the TDC Option Agreements except that:
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(a) Each reference therein to "shares" shall mean shares of PEI
Common Stock, $0.01 par value per share;
(b) Each reference therein to a number of shares shall be a
reference to a number of shares determined by multiplying such number by .74
(the "Conversion Ratio");
(c) Each reference therein to a price per share shall be a
reference to a price determined by dividing the price in the TDC Option
Agreement by the Conversion Ratio; and
(d) Each reference therein to the Committee shall mean the
Compensation Committee of the Board of Directors of PEI.
(The results of the computations in (b) and (c) above as applied to
the Participant's Options presently outstanding under the TDC Non-Qualified
Plan appear in the Schedule to this Agreement.)
2. TDC NON-QUALIFIED PLAN. By this Agreement, PEI assumes the
TDC Non-Qualified Plan subject to the provisions of Section 1 above.
3. RECOGNITION OF EXERCISES AND LAPSES. Participant
acknowledges that any lapses or exercises of Options thereunder to date shall
be recognized.
4. REGISTRATION. Promptly following the date hereof, PEI will
file a Registration Statement on Form S-8 under the Securities Act of 1933 with
the Securities and Exchange Commission covering the Options being assumed
hereunder by PEI and agrees to thereafter file a "reoffer prospectus" within
the meaning of Instruction C-1 to Form S-8 with a Post-Effective Amendment to
such Registration Statement if necessary in order to permit the reoffer or
resale by Participant of PEI Common Stock acquired upon exercise of the
Options.
5. MISCELLANEOUS. This Agreement shall be construed in
accordance with the laws of the State of Texas. Except as required to give
effect to this Agreement, PEI and Participant confirm the terms of the TDC
Option Agreements.
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IN WITNESS WHEREOF, PEI and Participant have caused this Agreement to
be signed as of the date first above written.
PATTERSON ENERGY, INC.
By:
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Participant
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