<PAGE> 1
As filed with the Securities and Exchange Commission on August 19, 1997
Registration No. 333-29035
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
PATTERSON ENERGY, INC.
(Exact name of registrant as specified in charter)
Delaware 75-2504748
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4510 Lamesa Highway
Snyder, Texas 79549
(915) 573-1104
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
Cloyce A. Talbott
4510 Lamesa Highway
Snyder, Texas 79549
(915) 573-1104
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Thomas H. Maxfield, Esq.
Baker & Hostetler LLP
303 East Seventeenth Avenue
Suite 1100
Denver, Colorado 80203
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
<TABLE>
<CAPTION>
Exhibit Item 601 Cross
Number Reference Document as Form S-3 Exhibit
------ --------------- ----------------------------
<S> <C> <C>
2.1 2 Asset Purchase Agreement, dated April 22, 1997, among and between Patterson
Drilling Company and Ziadril, Inc.(1)
2.2 2 Asset Purchase Agreement, dated June 4, 1997, among Patterson Energy, Inc.,
Patterson Drilling Company and Wes-Tex Drilling Company.(2)
2.2.1 2 Amendment to Asset Purchase Agreement, dated June 4, 1997, among Patterson
Energy, Inc., Patterson Drilling Company and Wes-Tex Drilling Company.(2)
2.3 2 Agreement, dated June 4, 1997, among Patterson Energy, Inc., Patterson
Drilling Company, Greathouse Foundation and Myrle Greathouse, Trustee under
Agreement dated June 2, 1997.(2)
2.4 2 Asset Purchase Agreement, dated August 1, 1997, between Patterson Drilling
Company and McGee Drilling Corporation(1)
4.1 4 Excerpt from Restated Certificate of Incorporation of Patterson Energy, Inc.
regarding authorized Common Stock and Preferred Stock(3)
4.2 4 Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc.
and Continental Stock Transfer & Trust Company, as Rights Agent(4)
5.1.1 5 Opinion of Baker & Hostetler LLP regarding legality of the Shares to be
offered(1)
</TABLE>
II-1
<PAGE> 3
<TABLE>
<CAPTION>
Exhibit Item 601 Cross
Number Reference Document as Form S-3 Exhibit
------ --------------- ----------------------------
<S> <C> <C>
15.1.2 15 Awareness Letter of Coopers & Lybrand L.L.P.
15.2 15 Awareness Letter of Davis, Kinard & Co., P.C.(5)
23.1.1 23 Consent of Independent Accountants, Coopers & Lybrand L.L.P(5)
23.2.1 23 Consent of Independent Public Accountants.(1)
23.3.1 23 Consent of M. Brian Wallace, independent petroleum engineer(1)
23.4.1 23 Consent of Baker & Hostetler LLP (included in Exhibit 5.1.1)
23.5 23 Consent of Independent Accountants, Davis, Kinard & Co., P.C.(5)
24.1 24 Powers of Attorney (included on the signature page of Form S-3 (Registration
Statement No. 333-29035) filed with the Commission on June 12, 1997)
</TABLE>
- --------------------
(1) Filed as an Exhibit to Amendment No. 1 to Form S-3 (Registration No.
333-29035) filed with the Commission on August 5, 1997.
(2) Incorporated by reference to Item 7, "Financial Statements and Exhibits"
to Form 8-K, dated June 3, 1997, filed June 11, 1997.
(3) Filed as an Exhibit to Form S-3 (Registration No. 333-181123) filed with
the Commission on December 18, 1996.
(4) Incorporated by reference to Item 2 "Exhibits" to Form 8-A dated January
10, 1997, and filed with the Commission on January 14, 1997.
(5) Filed as an Exhibit to Amendment No. 2 to Form S-3 (Registration No.
333-29035) filed with the Commission on August 18, 1997.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Snyder, State of Texas on the 19th day
of August, 1997.
PATTERSON ENERGY, INC.
By: /s/ A. Glenn Patterson
------------------------------------
A. Glenn Patterson, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed as of August 19,
1997, by the following persons in the capacities indicated:
<TABLE>
<S> <C>
/s/ Cloyce C. Talbott Chairman of the Board, Director and Chief
--------------------------------------------------- Executive Officer
Cloyce A. Talbott
Principal Executive Officer
/s/ A. Glenn Patterson President, Chief Operating Officer and Director
---------------------------------------------------
A. Glenn Patterson
* Director
---------------------------------------------------
Robert C. Gist
* Director
---------------------------------------------------
Kenneth E. Davis
* Director
---------------------------------------------------
Vincent A. Rossi, Jr.
/s/ James C. Brown Vice President--Finance, Secretary and Treasurer
--------------------------------------------------- and Chief Financial Officer
James C. Brown
(Principal Accounting Officer)
*By: /s/ Cloyce A. Talbott
-----------------------------------------------
Cloyce A. Talbott
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Item 601 Cross
Number Reference Document as Form S-3 Exhibit
------ --------------- ----------------------------
<S> <C> <C>
2.1 2 Asset Purchase Agreement, dated April 22, 1997, among and between Patterson
Drilling Company and Ziadril, Inc.(1)
2.2 2 Asset Purchase Agreement, dated June 4, 1997, among Patterson Energy, Inc.,
Patterson Drilling Company and Wes-Tex Drilling Company.(2)
2.2.1 2 Amendment to Asset Purchase Agreement, dated June 4, 1997, among Patterson
Energy, Inc., Patterson Drilling Company and Wes-Tex Drilling Company.(2)
2.3 2 Agreement, dated June 4, 1997, among Patterson Energy, Inc., Patterson
Drilling Company, Greathouse Foundation and Myrle Greathouse, Trustee under
Agreement dated June 2, 1997.(2)
2.4 2 Asset Purchase Agreement, dated August 1, 1997, between Patterson Drilling
Company and McGee Drilling Corporation(1)
4.1 4 Excerpt from Restated Certificate of Incorporation of Patterson Energy, Inc.
regarding authorized Common Stock and Preferred Stock(3)
4.2 4 Rights Agreement dated as of January 2, 1997, between Patterson Energy, Inc.
and Continental Stock Transfer & Trust Company, as Rights Agent(4)
5.1.1 5 Opinion of Baker & Hostetler LLP regarding legality of the Shares to be
offered(1)
15.1.2 15 Awareness Letter of Coopers & Lybrand L.L.P.
15.2 15 Awareness Letter of Davis, Kinard & Co., P.C.(5)
23.1.1 23 Consent of Independent Accountants, Coopers & Lybrand L.L.P.(5)
23.2.1 23 Consent of Independent Public Accountants(1)
23.3.1 23 Consent of M. Brian Wallace, independent petroleum engineer(1)
23.4.1 23 Consent of Baker & Hostetler LLP (included in Exhibit 5.1.1)
23.5 23 Consent of Independent Accountants, Davis, Kinard & Co., P.C.(5)
24.1 24 Powers of Attorney (included on the signature page of Form S-3 (Registration
Statement No. 333-29035) filed with the Commission on June 12, 1997)
</TABLE>
- --------------------
(1) Filed as an Exhibit to Amendment No.1 to Form S-3 (Registration No.
333-29035) filed with the Commission on August 5, 1997.
(2) Incorporated by reference to Item 7, "Financial Statements and Exhibits"
to Form 8-K, dated June 3, 1997, filed June 11, 1997.
(3) Filed as an Exhibit to Form S-3 (Registration No. 333-181123) filed with
the Commission on December 18, 1996.
(4) Incorporated by reference to Item 2 "Exhibits" to Form 8-A dated January
10, 1997, and filed with the Commission on January 14, 1997.
(5) Filed as an Exhibit to Amendment No. 2 to Form S-3 (Registration No.
333-29035) filed with the Commission on August 18, 1997.
<PAGE> 1
EXHIBIT 15.1.2
August 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Patterson Energy, Inc.
Registration on Form S-3 (File No. 333-29035)
We are aware that our report dated July 24, 1997 on our review of interim
financial information of Patterson Energy, Inc. for the period ended June 30,
1997 and included in the Company's Quarterly Report on Form 10-Q for the
quarter then ended is incorporated by reference in this registration statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should
not be considered a part of the registration statement prepared or certified by
us within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
