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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) January 3, 1997
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PATTERSON ENERGY, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-22664 75-2504748
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(State or 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 January 3, 1997, the Registrant issued the following press
release:
PATTERSON ENERGY, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
SNYDER TEXAS, JANUARY 3, 1997--PATTERSON ENERGY, INC. (NASDAQ/NM: PTEN)
announced today that its Board of Directors adopted a Stockholder Rights Plan
(the "Plan"), pursuant to which one preferred stock purchase right ("Right")
will be created and issued for each share of common stock of the Company
("Common Stock") held as of the close of business on January 17, 1997. The
Plan is designed to deter coercive takeover tactics and to prevent an acquiror
from gaining control of the Company without offering a fair price to all of the
Company's stockholders. The Rights distributed under the Plan will expire on
January 2, 2007, subject to earlier redemption by the Board. Set forth below
is a brief description of the Plan. The Plan was not adopted in response to
any attempt by any person to acquire control of the Company.
Each Right issued under the Plan will entitle stockholders to buy one
one-hundredth of a share of Series A Participating Preferred Stock of the
Company at an exercise price of $166. The Rights will not be exercisable until
the earlier of (i) the acquisition by a person or group of 15% or more of the
outstanding Common Stock and (ii) ten days after the commencement of, or
announcement of an intention to make, a tender offer or exchange offer, the
consummation of which would result in the beneficial ownership by a person or
group of persons of 15% or more of the outstanding Common Stock. The term
"Acquiring Person" means any person who or which, together with all of its
affiliates and associates, shall be the beneficial owner of 15% or more of the
outstanding Common Stock (other than the Company or any Subsidiary of the
Company, any employee benefit plan of the Company or any Subsidiary). Until
the occurrence of one of the events described above, the Rights will be
transferred only with the Common Stock.
If any Acquiring Person engages in a merger transaction with the Company in
which the Company is the surviving corporation and its common stock is not
changed or converted, then each Right not owned by such person or related
parties will entitle its holder to purchase, at the Right's then-current
exercise price, shares of the Common Stock (or, in certain circumstances, other
consideration) having a value of twice the Right's exercise price (commonly
referred to as a "Flip-In-Right"). In addition, if the Company is involved in
a merger or other business combination transaction with another person in which
the Company is not the surviving entity or its Common Stock is changed or
converted, or it sells 50% or more of its assets or earnings power to another
person, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, common shares of such other person having a value
of twice the right's exercise price (commonly referred to as "Flip-Over
Right").
The Company will generally be entitled to redeem the Rights at $0.01 per Right,
subject to adjustment (the "Redemption Price"), at any time until 5:00 p.m. on
the 10th day following public announcement that a person has become an
Acquiring Person. Immediately upon any such redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
Details of the Stockholder Rights Plan will be outlined in a letter to be
mailed to all stockholders.
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Patterson Energy, Inc., a Snyder, Texas based energy company, is one of the
leading providers of domestic land drilling services to major independent oil
and gas companies and, to a lesser extent, is engaged in the development,
exploration, acquisition and production of oil and natural gas. Patterson has
61 land-based drilling rigs (52 of which are currently operable) and focuses
its operations primarily in Texas in the Permian Basin, the Austin Chalk Trend,
South Texas and the Hardeman Basin.
For further information, contact:
Patterson Energy, Inc.
Cloyce A. Talbott, Chairman and Chief Executive Officer
James C. Brown, Vice President Finance and Chief Financial Officer
915-573-1104
Shimmerlik Corporate Communications, Inc.
Warren M. Shimmerlik
212-247-5200
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SIGNATURE
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: January 13, 1997 /s/ James C. Brown
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James C. Brown
Vice President-Finance
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