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As filed with Securities and Exchange Commission on August 31, 2000
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PATTERSON ENERGY, INC.
(Exact name of registrant as specified in its 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 17th Avenue, Suite 1100
Denver, Colorado 80203-1264
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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 the 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, 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. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed
Title of each class of Proposed maximum maximum aggregate
Securities to be Amount to be offering price per offering Amount of
registered registered(1) share(2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per 1,170,122 Shares $31.8125 $37,224,506 $9,828
share
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</TABLE>
(1) Pursuant to Rule 416, this registration statement also covers such
indeterminate number of shares of the Registrant's Common Stock as may be
issued as a result of stock dividends, stock splits or similar transactions
prior to the termination of this registration statement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low reported sales prices of the
Registrant's Common Stock on August 28, 2000 as reported on the Nasdaq
National Market.
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.
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PROSPECTUS
1,170,122 SHARES
PATTERSON ENERGY, INC.
COMMON STOCK
This prospectus relates to 1,170,122 shares of Patterson that may be
offered for sale or otherwise transferred from time to time by certain of our
stockholders. Of the total shares, 1,043,122 shares are currently outstanding
and the remaining 127,000 shares are issuable upon exercise of outstanding
warrants. See "Selling Stockholders." We have agreed to pay all fees and
expenses incident to this offering.
The common stock is traded on the Nasdaq National Market under the
symbol "PTEN." On August 28, 2000 the closing sales prices of our common stock
was $31.8125 per share.
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Prospective purchasers of the common stock should consider carefully
the matters set forth under "Risk Factors" beginning on page 6.
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The Securities and Exchange Commission and State Securities regulators
have not approved or disapproved these shares, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
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The selling stockholders may offer these shares from time to time to
purchasers directly or through agents, brokers or dealers. The shares may be
sold at market prices prevailing at the time of sale or at negotiated prices.
The agents, brokers or dealers through whom sales are made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, and
any amounts received by them in exchange for their services in connection with
such sales may be deemed to be underwriting commissions. See "Plan of
Distribution."
September ___, 2000
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Forward Looking Statements........................................................................2
Incorporation of Certain Documents by Reference...................................................3
Patterson.........................................................................................5
Risk Factors......................................................................................6
Use of Proceeds..................................................................................10
Dividend Policy..................................................................................10
Selling Stockholders.............................................................................10
Description of Capital Stock.....................................................................11
Plan of Distribution.............................................................................14
Legal Matters....................................................................................14
Experts..........................................................................................14
Where You Can Find More Information..............................................................15
</TABLE>
FORWARD LOOKING STATEMENTS
Some statements contained in this prospectus, any accompanying
prospectus supplement, and the documents incorporated by reference are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements include, without limitation, statements relating to the drilling and
completion of wells, well operations, utilization rates of drilling rigs, oil
and natural gas prices, reserve estimates (including related future net revenue
and present value estimates), business strategies and other plans and objectives
of our management for future operations and activities and other such matters.
The words "believes," "budgeted," "plan," "plans," "estimates," "expect,"
"expects," "intends," "strategy," "project," "will," "could," "may" and similar
expressions identify forward-looking statements. Actual results could differ
materially from those expressed in the forward-looking statements. Factors that
could cause such a difference include:
- Swings in oil and natural gas prices;
- Swings in demand for contract drilling services;
- Shortages of drill pipe and other drilling equipment;
- Shortages of qualified drilling personnel;
- Effects of competition from other drilling contractors;
- Occurrence of operating hazards and uninsured losses; and
- Governmental regulation, among others described under "Risk
Factors" below.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately by us with the SEC. The
information incorporated by reference is considered to be part of this
prospectus, except for any information that is superseded by information that is
included directly in this document.
This prospectus includes by reference the documents listed below that
we have previously filed with the SEC and that are not included in or delivered
with this document. They contain important information about our company and its
financial condition.
(1) Patterson's Current Report on Form 8-K dated December 22, 1999,
filed with the SEC on January 7, 2000;
(2) Patterson's Current Report on Form 8-K dated February 3, 2000,
filed with the SEC on February 9, 2000;
(3) Patterson's Current Report on Form 8-K dated February 7, 2000,
filed with the SEC on February 9, 2000;
(4) Patterson's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the SEC on March 29, 1999;
(5) Patterson's Current Report on Form 8-K dated March 31, 2000, filed
with the SEC on April 4, 2000;
(6) Patterson's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on June 22, 2000, filed with the SEC on May 1, 2000;
(7) Patterson's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed with the SEC on May 15, 2000;
(8) Patterson's Form 10/KA dated June 12, 2000 to Annual Report on
Form 10-K, filed with the SEC on June 12, 2000;
(9) Patterson's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, filed with the SEC on August 14, 2000;
(10) Patterson's Current Report on Form 8-K dated June 2, 2000, filed
with the SEC on August 22, 2000;
(11) Patterson's Current Report on Form 8-K dated July 27, 2000, filed
with the SEC on August 22, 2000;
(12) The description of Patterson's common stock contained in the
Registration Statement on Form 8-A filed with the SEC on November 2, 1993.
We incorporate by reference additional documents that we may file with
the SEC under Section 13(a), 15(c), 14 or 14(d) of the Securities Exchange Act
of 1934 between the date of this
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prospectus and the termination of this offering. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Jonathan D. (Jody) Nelson
Chief Financial Officer
Patterson Energy, Inc.
4510 Lamesa Highway
P.O. Box 1416
Snyder, Texas 79550
(915) 573-1104
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated by reference into this document. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
Securities offered by this document is unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document, unless the information specifically
indicates that another date applies.
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PATTERSON
Patterson is one of the leading providers of domestic land drilling
services to major and independent oil and natural gas companies. Formed in 1978
and reincorporated in 1993 as a Delaware corporation, Patterson focuses it
operations in Texas, New Mexico, Oklahoma, Louisiana and Utah. We currently have
a drilling fleet of 131 rigs, 120 of which are currently operable. We are also
engaged in the development, exploration, acquisition and production of oil and
natural gas and provide contract drilling fluid services to other oil and
natural gas operators.
The Company has established a reputation for reliable, high quality
drilling equipment and well-trained crews. We continually seek to modify and
upgrade our equipment to maximize the performance and capabilities of our
drilling rig fleet, which we believe provides us with a competitive advantage.
Additionally, we have the in-house capability to design, manufacture, repair and
modify our drilling rigs. Of our drilling rigs, 68 are capable of drilling to
depths of 12,000 feet and greater, including 26 that are capable of drilling to
15,000 feet and greater. During 1999, we drilled 842 wells for 189
non-affiliated customers maintaining an average utilization rate of 45%.
Our oil and natural gas activities are designed to complement our land
drilling operations and diversify our overall business strategy. These
activities are primarily focused in mature producing regions in the Permian
Basin and South Texas. Oil and natural gas operations comprised approximately 6%
of our consolidated operating revenues for 1999. At December 31, 1999, our
proved developed reserves were approximately 1.9 million BOE and had a present
value (discounted at 10% before income taxes) of estimated future net revenues
of approximately $17.2 million.
Our drilling fluid services are provided to operators of oil and
natural gas wells located in our areas of operation. Operating revenues derived
from these activities constituted approximately 8% of Patterson's consolidated
operating revenues for 1999. We believe that these services integrate well with
our other core operating activities. The drilling fluid operations were added
during 1998 with our acquisition of Lone Star Mud, Inc., during January and
Tejas Drilling Fluids, Inc. in September.
Our headquarters are located at 4510 Lamesa Highway, Snyder, Texas, and
our telephone number at that address is (915) 573-1104. We also have small
offices in Austin, Houston, Midland, San Angelo, LaGrange, Kilgore and Corpus
Christi, Texas and Oklahoma City, Oklahoma and Hobbs, New Mexico and Vernal,
Utah, and 12 yard facilities variously located in our areas of operations.
You can obtain additional information about us in the reports and other
documents incorporated by reference in this prospectus. See "Incorporation of
Certain Documents by Reference" and "Where You Can Find More Information."
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RISK FACTORS
Ownership of shares of Patterson common stock involves certain risks.
In determining whether to purchase shares, you should carefully consider the
following risk factors and other information contained in or incorporated by
reference in this prospectus or in any applicable prospectus supplement.
RISKS RELATED TO PATTERSON'S BUSINESS GENERALLY
PATTERSON IS DEPENDENT ON THE OIL AND NATURAL GAS INDUSTRY AND MARKET PRICES FOR
OIL AND NATURAL GAS. DECLINES IN OIL AND NATURAL GAS PRICES HAVE ADVERSELY
AFFECTED PATTERSON'S OPERATIONS.
Patterson's revenue, profitability and rate of growth are substantially
dependent upon prevailing prices for oil and natural gas. In recent years, oil
and natural gas prices and, therefore, the level of drilling, exploration,
development and production, have been extremely volatile. Prices are affected by
market supply and demand factors as well as international military, political
and economic conditions and the ability of the Organization of Petroleum
Exporting Countries to set and maintain production and prices. All of these
factors are beyond our control. We expect oil and natural gas prices to continue
to be volatile and to effect our financial condition and operations and ability
to access sources of capital.
INDUSTRY CONDITIONS FOR CONTRACT DRILLING SERVICES HAVE BEEN POOR FOR MUCH OF
THE TIME SINCE MID-1982.
The contract drilling business experienced increased demand for
drilling services from 1995 through the third quarter of 1997 due to stronger
oil and natural gas prices. However, except for that period and other occasional
upturns, the market for onshore contract drilling services has generally been
depressed since mid-1982. Since this time and except during the occasional
upturns, there have been substantially more drilling rigs available than
necessary to meet demand in most operating and geographic segments of the
domestic drilling industry. As a result, drilling contractors have had
difficulty sustaining profit margins.
In addition to adverse effects that future declines in demand could
have on Patterson, ongoing movement of drilling rigs from region to region or
reactivation of onshore drilling rigs or new construction of drilling rigs could
adversely effect utilization rates and pricing, even in an environment of
stronger oil and natural gas prices and increased drilling activity. We cannot
predict either the future level of demand for our contract drilling services or
future conditions in the contract drilling business.
SHORTAGES OF DRILL PIPE AND OTHER DRILLING EQUIPMENT COULD ADVERSELY AFFECT
PATTERSON'S DRILLING OPERATIONS.
The increased demand for domestic drilling from mid-1995 through the
third quarter of 1997 and related increase in contract drilling activity
resulted in a shortage of drill pipe and other ancillary drilling equipment
throughout the industry. This shortage caused the price of drill pipe to
increase significantly and required that orders for new drill pipe be placed at
least one year in advance. Notwithstanding the recent increase in demand for
contract drilling services, we have not experienced a drill pipe shortage, due
in part to a long-term drill pipe supply contract at a fixed price. This
contract expires in November 2000. Severe problems associated with drill pipe
shortages could reoccur upon the expiration of the supply contract and/or
additional increases in demand for drilling services. Additionally, further
increases in demand for drilling services could cause shortages in other
drilling rig parts. Severe shortages could impair Patterson's ability to obtain
the equipment required for its contract drilling operations.
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THE CONTRACT DRILLING INDUSTRY IN WHICH PATTERSON OPERATES IS HIGHLY
COMPETITIVE.
The inability to compete effectively in the contract drilling industry
would adversely impact Patterson's operations. Price is generally the most
important competitive factor. Other competitive factors include the availability
of drilling equipment and experienced personnel at or near the time and place
required by customers, the reputation of the drilling contractor and its
relationship with existing customers. We believe that we compete favorably with
respect to all of these factors. Competition is usually on a regional basis,
although drilling rigs are mobile and can be moved from one region to another in
response to increased demand. An oversupply of drilling rigs in any region may
result. Demand for land drilling equipment is also dependent on the exploration
and development budgets of oil and natural gas companies, which are in turn
influenced primarily by the financial condition of such companies, by general
economic conditions, by prices of oil and natural gas, and from time to time
political considerations and policies. It is not practical to estimate the
number of contract drilling competitors of Patterson, some of which have
substantially greater resources than Patterson. Also, in recent years, many
drilling companies have consolidated or merged with other companies. Although
this consolidation has decreased the total number of competitors, Patterson
believes the competition for drilling services will continue to be intense.
There is also substantial competition for the acquisition of oil and
natural gas leases suitable for exploration and for the hiring of experienced
personnel. Patterson's competitors in the exploration, development and
production segment of its operations include major integrated oil and natural
gas companies, numerous independent oil and natural gas companies, drilling and
production purchase programs and individual producers and operators. Patterson's
ability to increase its holdings of oil and natural gas reserves in the future
is directly dependent upon its ability to select, acquire and develop suitable
prospects in competition with those companies. Many competitors have financial
resources, staff, facilities and other resources significantly greater than
those of Patterson.
LABOR SHORTAGES ARE ADVERSELY AFFECTING PATTERSON'S DRILLING OPERATIONS.
The increase in domestic drilling demand from mid-1995 through the
third quarter of 1997 and related increase in contract drilling activity caused
a shortage of qualified drilling rig personnel in the industry. This increase
adversely impaired our ability to attract and retain sufficient qualified
personnel and to market and operate our drilling rigs. Further, labor shortages
resulted in wage increases, which impacted our operating margins. The return to
higher demand levels in the contract drilling industry has reinstated the
problems associated with labor shortages. Of particular concern to us is that
these problems are more severe than those previously experienced by Patterson
and were reinstated at a much lower rig utilization rate than experienced in the
past. These labor shortages are adversely effecting Patterson's operations. They
are impeding Patterson's ability to place additional drilling rigs into
operation and are causing delays in the drilling of new wells for Patterson
customers.
PATTERSON HAS SIGNIFICANT BORROWINGS; FAILURE TO REPAY COULD RESULT IN
FORECLOSURE ON DRILLING RIGS.
Patterson has a $70 million credit facility with an outstanding
principal balance of $64.4 million. All of Patterson's drilling assets are
pledged as collateral on the facility. The loan is payable in monthly payments
of interest only until February 2001, at which time the loan will convert to a
term loan with a 60-month principal and interest amortization. A decline in
general economic conditions in the oil and natural gas industry could adversely
affect Patterson's ability to repay the loan. Failure to repay could, at the
lender's election, result in acceleration of the maturity date of the loan and
foreclosure on the drilling assets. Additionally, the loan agreement contains a
number of covenants, including
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financial covenants, the failure of which to satisfy could also cause
acceleration of the maturity date and require immediate repayment.
CONTINUED GROWTH THROUGH RIG ACQUISITIONS IS NOT ASSURED.
Patterson substantially increased its drilling rig fleet over the past
several years through strategic acquisitions. Although the land drilling
industry has experienced significant consolidation over the past couple of
years, Patterson believes that significant acquisition opportunities are still
available. However, there can be no assurance that suitable acquisitions can be
found. We are likely to continue to face intense competition from other
companies for available acquisition opportunities.
There can be no assurance that Patterson will have sufficient capital
resources to complete acquisitions, that acquisitions can be completed on terms
acceptable to us or that any completed acquisition would improve Patterson's
financial condition, results of operation, business or prospects in any material
manner. In fact, Patterson may incur substantial indebtedness to finance future
acquisitions and also may issue equity securities or convertible securities in
connection with any such acquisitions. Additional debt service requirements
could represent a significant burden on our results of operations and financial
condition and the issuance of additional equity or convertible shares could be
dilutive to our existing stockholders. Also, continued growth could strain
Patterson's management, operations, employees and resources.
PATTERSON'S OPERATIONS ARE SUBJECT TO OPERATING HAZARDS AND UNINSURED RISKS.
Contract drilling and oil and natural gas activities are subject to a
number of risks and hazards. These could cause serious injury or death to
persons, suspension of drilling operations, serious damage to equipment or
property of others, and damage to producing formations in surrounding areas. Our
operations could also cause environment damage, particularly through oil spills,
gas leaks, discharges of toxic gases or extensive uncontrolled fires. In
addition, we could become subject to liability for reservoir damages. The
occurrence of a significant event, including pollution or environmental damage,
could materially affect our operations and financial condition.
We believe we are adequately insured or indemnified against normal and
foreseeable risks in our operations in accordance with industry standards.
However, such insurance or indemnification may not be adequate to protect
Patterson against liability from all consequences of well disasters, extensive
fire damage or damage to the environment. There is no assurance that Patterson
will be able to maintain adequate insurance in the future at rates it considers
reasonable or that any particular types of coverage will be available. In
addition to insurance, Patterson generally seeks to obtain indemnity agreements
whenever possible from its customers requiring them to hold Patterson harmless
if production or reservoir damage occurs. However, even when we are successful
in obtaining contractual indemnification, the customer may not maintain adequate
insurance to support such indemnification.
VIOLATIONS OF ENVIRONMENTAL LAWS AND REGULATIONS COULD MATERIALLY ADVERSELY
AFFECT PATTERSON'S OPERATIONS.
Patterson's operations are subject to numerous domestic laws and
regulations that relate directly or indirectly to the drilling of oil and
natural gas wells, including laws and regulations controlling the discharge of
materials into the environment, requiring removal and clean-up under certain
circumstances, or otherwise relating to the protection of the environment. Laws
and regulations protecting the environment have generally become more stringent
in recent years, and may in certain circumstances impose strict liability,
rendering a person liable for environmental damage without regard to negligence
or to the fault on the part of such person. Such laws and regulations may expose
us to liability for the
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conduct of, or conditions caused by, others, or for our acts that were in
compliance with all applicable laws at the time such acts were performed.
Although we generally have been able to obtain some degree of
contractual indemnification from our customers in most of our day rate drilling
contracts against pollution and environmental damages, there is no assurance
that Patterson will be able to enforce the indemnification in all instances,
that the customer will be financially able in all cases to comply with its
indemnity obligations, or that Patterson will be able to obtain such
indemnification agreements in the future. No such indemnification is typically
available for turnkey contracts. While we also maintain insurance coverage
against certain environmental liabilities, including pollution caused by sudden
and accidental oil spills, we cannot assure that we will continue to be able to
secure or carry this insurance or, if Patterson were able to do so, that the
coverage would be adequate to cover the liabilities.
ESTIMATES OF PATTERSON'S OIL AND NATURAL GAS RESERVES ARE UNCERTAIN.
Estimates of our proved developed reserves and future net revenues are
based on engineering reports prepared by an independent petroleum engineer based
upon a review of production histories and other geologic, economic, ownership
and engineering data provided by Patterson. These estimates are based on several
assumptions that the SEC requires oil and natural gas companies to use,
including, for example, constant oil and natural gas prices. Such estimates are
inherently imprecise indications of future net revenues. Actual future
production, revenues, taxes, production costs and development costs may vary
substantially from those assumed in the estimates. Any significant variance
could materially affect the estimates. In addition, our reserves might be
subject to upward or downward adjustment based on future production, results of
future exploration and development, prevailing oil and natural gas prices and
other factors.
RISKS RELATED TO PATTERSON'S OPERATIONS
THE LOSS OF SERVICES OF KEY OFFICERS COULD HURT PATTERSON'S OPERATIONS.
Patterson is highly dependent on its executive officers and key
employees. The unexpected loss of the services of any of these individuals,
particularly Cloyce A. Talbott or A. Glenn Patterson, Chief Executive Officer
and the President, respectively, could have a detrimental affect on Patterson.
Patterson has no employment agreements with any of its executive officers.
ANTI-TAKEOVER MEASURES IN PATTERSON'S CHARTER DOCUMENTS AND UNDER STATE LAW
COULD DISCOURAGE AN ACQUISITION OF PATTERSON AND THEREBY AFFECT THE RELATED
PURCHASE PRICE.
Patterson, as a Delaware corporation, is subject to the Delaware
General Corporation Law, including Section 203, an anti-takeover law enacted in
1988. Patterson has also enacted certain anti-takeover measures, including a
stockholders rights plan. In addition, our Board of Directors has the authority
to issue up to one million shares of preferred stock and to determine the price,
rights (including voting rights), conversion ratios, preferences and privileges
of that stock without further vote or action by the holders of the common stock.
As a result of these measures and others, potential acquirers of Patterson may
find it more difficult or be discouraged from attempting to effect an
acquisition transaction with us, thereby possibly depriving holders of Patterson
securities of certain opportunities to sell or otherwise dispose of such
securities at above-market prices pursuant to their transactions.
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PATTERSON HAS PAID NO DIVIDENDS ON ITS COMMON STOCK AND HAS NO PLANS TO PAY
DIVIDENDS IN THE FORESEEABLE FUTURE.
Patterson has not declared or paid cash dividends on its common stock
in the past and does not expect to declare or pay any cash dividends on its
common stock in the foreseeable future. The terms of our existing credit
facility prohibit payment of dividends by Patterson without the prior written
consent of the noteholders.
PARTICIPATION BY PATTERSON DIRECTORS AND OFFICERS IN OIL AND NATURAL GAS
PROSPECTS COULD CREATE CONFLICTS OF INTEREST.
Certain of Patterson's directors and executive officers and their
respective affiliates have participated and may continue to participate from
time to time in oil and natural gas prospects and properties in which Patterson
has an interest. Conflicts of interest may arise between such persons and
Patterson as to the advisability of conducting drilling and recompletion
activities on these properties. Of the 184 wells operated by Patterson at June
30, 2000, Patterson's directors, officers and/or their respective affiliates
were working interest owners in approximately 147 wells.
PATTERSON BOARD MAY ISSUE PREFERRED STOCK WITH RIGHTS AND PREFERENCES ADVERSE TO
COMMON STOCK.
Patterson has a class of authorized preferred stock. Patterson's Board
of Directors, without stockholder approval, may issue shares of the preferred
stock with rights and preferences adverse to the voting power or other rights of
the holders of common stock. Patterson has not issued any shares of preferred
stock. However, as of June 30, 2000, an aggregate of 339,805 shares of preferred
stock had been reserved for issuance upon exercise of the Rights described under
"Description of Capital Stock - Stockholder Rights Plan," below.
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by
the selling stockholders.
DIVIDEND POLICY
Patterson has not paid cash dividends on our common stock in the past
and does not expect to pay any cash dividends on the common stock in the
foreseeable future. We instead intend to retain our earnings to support the
operations and growth of our businesses. Any future cash dividends would depend
on future earnings, capital requirements, Patterson's financial condition and
other factors deemed relevant by our Board of Directors. In addition, the terms
of an existing credit facility prohibit payment of dividends by Patterson
without the prior written consent of the noteholders.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
selling stockholders and the beneficial ownership of common stock by them before
and after the offering being made hereby. The information was provided to
Patterson by the selling stockholders for inclusion in this prospectus.
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<TABLE>
<CAPTION>
Shares Being
Shares Owned Offered in Shares Owned
Name Before Offering the Offering After Offering(1)
---- --------------------- ------------ ------------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Roy T. Oliver, Jr.(2) ................. 830,762 2.5 830,762 -0- -0-
Roy T. Oliver, Jr., as custodian
for William R. Oliver under 5,901 * 5,901 -0- -0-
OUTMA(2)(3)............................
Roy T. Oliver, Jr., as custodian
for Jackson T. Oliver under 5,901 * 5,901 -0- -0-
OUTMA(2)(3)............................
Michael D. Oliver(2) .................. 237,361 * 237,361 -0- -0-
Katrina J. Martin(2) .................. 11,868 * 11,868 -0- -0-
Craig Cannon (2) ...................... 14,241 * 14,241 -0- -0-
Mike Mullen(2) ........................ 64,088 * 64,088 -0- -0-
--------- ---------
Totals.................. 1,170,122 1,170,122
========= =========
</TABLE>
----------
* Less than 1%.
(1) Assumes all Shares offered hereby are sold.
(2) These shares were issued by Patterson in May 2000 as partial consideration
for the acquisition by us of High Valley Drilling, Inc., a Texas
corporation. High Valley owned eight non-operable drilling rigs and related
equipment at the time of the acquisition. The 1,170,122 shares stated as
owned by the various stockholders includes a total of 127,000 shares
underlying three-year warrants to purchase Patterson common stock at $22.00
per share, issued to the shareholders as further consideration for the
acquisition. None of the 127,000 shares may be sold hereunder until the
warrants have been exercised and the exercise price for the shares paid to
Patterson.
(3) Roy T. Oliver, Jr. may be deemed the beneficial owner of these shares held
for the benefit of his children under the Oklahoma Uniform Transfers to
Minors Act.
DESCRIPTION OF CAPITAL STOCK
We are authorized by our Restated Certificate of Incorporation, as
amended, to issue 50 million shares of common stock and one million shares of
preferred stock. As of June 30, 2000, there were 33,980,468 shares of our common
stock issued and outstanding and no issued and outstanding shares of our
preferred stock.
COMMON STOCK
A summary of the terms and provisions of our common stock is set forth
below.
Dividends. The holders of our common stock are entitled to receive
dividends when, as and if declared by our Board out of funds legally available
therefor However, if any shares of our preferred stock are at the time
outstanding, the payment of dividends on our common stock or other distributions
(including Patterson repurchases of our common stock) will be subject to the
declaration and payment of all cumulative dividends on our outstanding shares of
preferred stock.
11
<PAGE> 14
Liquidation. In the event of the dissolution, liquidation or winding up
of Patterson, holders of common stock will be entitled to share ratably in any
assets remaining after the satisfaction in full of the prior rights of
creditors, including holders of Patterson's indebtedness, and the payment of the
aggregate liquidation preference of the preferred stock.
Voting. Our stockholders are entitled to one vote for each share on all
matters voted on by our stockholders, including election of directors. Shares of
common stock held by Patterson or any entity controlled by Patterson do not have
voting rights and are not counted in determining the presence of a quorum. Our
directors are elected annually. Holders of our common stock have no cumulative
voting rights.
No Other Rights. The holders of our common stock do not have any
conversion, redemption or preemptive rights.
Transfer Agent. The transfer agent for our common stock is Continental
Stock Transfer & Trust Company, New York, New York.
Listing. Shares of Patterson's outstanding common stock are traded on
the Nasdaq National Market.
PREFERRED STOCK
Our preferred stock may be issued in series from time to time with such
designations, relative rights, priorities, preferences, qualifications,
limitations and restrictions thereof, to the extent that such are not fixed in
Patterson's Restated Certificate of Incorporation, as amended, as our Board
determines. The rights, preferences, limitations and restrictions on different
series of preferred stock may differ with respect to:
- dividend rates,
- amounts payable on liquidation,
- voting rights,
- conversion rights,
- redemption provisions,
- sinking fund provisions, and
- other matters.
Our Board may authorize the issuance of preferred stock ranking senior
to our common stock with respect to the payment of dividends and the
distribution of assets on liquidation. In addition, our Board is authorized to
fix the limitations and restrictions, if any, upon the payment of dividends on
common stock to be effective while any shares of our preferred stock are
outstanding. Our Board, without stockholder approval, can issue preferred stock
with voting, conversion and other rights which could adversely affect the voting
power of the holders of common stock. The issuance of preferred stock may have
the effect of delaying, deferring or preventing a change in control of
Patterson. Patterson has not issued any shares of preferred stock. However, as
of June 30, 2000, an aggregate of 339,805 shares of preferred stock had been
reserved for issuance upon exercise of the Rights described under "--
Stockholder Rights Plan."
12
<PAGE> 15
STOCKHOLDER RIGHTS PLAN
In January 1997, our Board adopted a stockholder rights plan under
which stockholders of record as of January 17, 1997, received a dividend in the
form of preferred share purchase rights (the "Rights"). The Rights permit the
holder to purchase one one-hundredth of a share (a unit) of Series A preferred
stock at an initial exercise price of $41.50 per share under certain
circumstances. The purchase price, the number of units of preferred stock and
the type of securities issuable upon exercise of the Rights are subject to
adjustment. The Rights expire on January 2, 2007 unless earlier redeemed or
exchanged. Until a Right is exercised, the holder thereof has no rights as a
stockholder of Patterson, including the right to vote or receive dividends. The
Rights become exercisable on the earlier to occur of (i) the acquisition by a
person or group of affiliated or associated persons of 15% or more of the
outstanding shares of common stock, or (ii) 10 days following the commencement
of or announcement of an intention to acquire 15% or more of the outstanding
shares of common stock through a tender offer or exchange offer.
OTHER PROVISIONS HAVING POSSIBLE ANTI-TAKEOVER EFFECT
Delaware, like many other states, permits a corporation to adopt a
number of measures through amendment of the corporate charter or bylaws or
otherwise, which, along with certain provisions of the Delaware General
Corporation Law (the "DGCL"), may have the effect of delaying or deterring any
unsolicited takeover attempts notwithstanding that a majority of the
stockholders might benefit from such a takeover or attempt. Section 203 of the
DGCL, which applies to Patterson since the common stock is traded on the Nasdaq
National Market, restricts certain "business combinations" with an "interested
stockholder" for three years following the date such person becomes an
interested stockholder, unless the Board of Directors approves the business
combination. "Business combinations" is defined to include mergers, sale of
assets and other similar transactions with an "interested stockholder." An
"interested stockholder" is defined as a person who, together with affiliates,
owns (or, within the prior three years, did own) 15% or more of the
corporation's voting stock. By delaying or deterring unsolicited takeover
attempts, these provisions could adversely affect prevailing market prices for
Patterson's common stock.
Patterson's Restated Certificate of Incorporation, as amended, and
Bylaws contain certain provisions that could discourage potential takeover
attempts and make more difficult attempts by stockholders to change management.
The following paragraphs set forth a summary of these provisions:
Special Meetings of Stockholders. The Restated Certificate of
Incorporation, as amended, provides that special meetings of stockholders may be
called only by our Board (or a majority of the members thereof), the Chief
Executive Officer, the President or the holders of a majority of the outstanding
stock entitled to vote at such special meeting. This provision will make it more
difficult for stockholders to call a special meeting.
No Stockholder Action by Written Consent. The Restated Certificate of
Incorporation, as amended, provides that stockholder action may be taken only at
annual or special meetings and not by written consent of the stockholders.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Bylaws provide that stockholders seeking to bring business
before an annual meeting of stockholders, or to nominate candidates for election
as directors at an annual meeting of stockholders, must provide timely notice
thereof in writing. To be timely, a stockholder's notice must be delivered to,
or mailed and received at, the principal executive offices of Patterson not less
than 30 days nor more than 60 days prior to the meeting as originally scheduled;
provided that in the event less than 40 days written notice is given to
stockholders, notice by the stockholder to be made timely must be received not
later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was
13
<PAGE> 16
mailed. The Bylaws also specify certain requirements for a stockholders notice
to be in proper written form. These provisions may preclude some stockholders
from bringing matters before the stockholders at an annual meeting or from
making nominations for directors at an annual meeting.
Authorized Class of Preferred Stock. See "Description of Capital Stock"
for information concerning Patterson's capital stock.
PLAN OF DISTRIBUTION
The distribution of the shares by the selling stockholders may be
effected from time to time in one or more transactions (which may involve block
transactions) on the Nasdaq National Market or otherwise, in negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The selling stockholders may effect such
transactions by selling their shares to or through broker dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders or purchasers of the
shares for whom they may act as agent (which compensation may be in excess of
customary commissions). Such brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales and any commissions received by them may be deemed to be underwriting
compensation.
In accordance with applicable rules and regulations promulgated under
the Exchange Act, any person engaged in the distribution of any of the selling
stockholders' shares may not simultaneously engage in market activities with
respect to any of the common stock for a period of nine business days prior to
the commencement of such distribution. In addition and without limiting the
foregoing, the selling stockholders may be subject to applicable provisions of
the Exchange Act and the rules and regulations promulgated thereunder,
including, without limitation, Regulation M, which provisions may limit the
timing of purchases and sales of the shares by the selling stockholders.
Patterson and the selling stockholders have agreed to indemnify each
other against certain liabilities, including liabilities, under the Securities
Act.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for
Patterson by Baker & Hostetler LLP, Denver, Colorado. A member of that firms
owns 8,200 shares of Patterson's common stock.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The estimated reserve evaluations and related calculations of Mr. Brian
Wallace, P.E., Dallas, Texas, an independent petroleum engineer, incorporated in
this Prospectus by reference from Patterson's Annual Report on Form 10-K for the
year ended December 31, 1999, have been so incorporated in reliance upon the
authority of Mr. Wallace as an expert in petroleum engineering.
14
<PAGE> 17
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC under the Securities Exchange Act of 1934. You
may read and copy this information at the following locations of the SEC:
Judiciary Plaza, Room 10024 Seven World Trade Center
450 Fifth Street, N.W. Suite 1300
Washington, D.C. 20549 New York, New York 10048
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661
You can also obtain copies of this information by mail from the Public
Reference Room of the SEC, 450 Fifth Street, N.W., Room 10024, Washington, D.C.
20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the SEC at (800) SEC-0330.
The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers, like Patterson,
that file electronically with the SEC. The address of that site is
http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about us at the offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
We have filed with the SEC a registration statement on Form S-3 that
registers the Securities we are offering. The registration statement, including
the attached exhibits and schedules, contains additional relevant information
about us and our Securities. The rules and regulations of the SEC allow us to
omit certain information included in the registration statement from this
prospectus.
15
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Capitalized terms used but not defined in Part II have the meanings
ascribed to them in the Prospectus included as part of this Registration
Statement.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the Securities registered
hereby, all of which expenses, except for the SEC registration fee and the NASD
filing fee, are estimates:
<TABLE>
<CAPTION>
Description Amount
----------- --------
<S> <C>
SEC registration fee .............. $ 9,828
Accounting fees and expenses ...... 2,500
Miscellaneous ..................... 172
Total ................... $ 12,500
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The DGCL provides for indemnification by a corporation of costs
incurred by directors, employees and agents in connection with an action, suit
or proceeding brought by reason of their position as a director, employee or
agent. The person being indemnified must have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation. The DGCL provides that a corporation may advance payment of
expenses. The DGCL further provides that the indemnification and advancement of
expenses provisions of the DGCL will not be deemed exclusive of any other rights
to which these indemnifications or advancements of expenses may be entitled
under bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action under official capacity and as to action in another
capacity when holding such office.
In addition to the general indemnification section, Delaware law
provides further protection for directors under Section 102(b)(7) of the DGCL.
This section was enacted in June 1986 and allows a Delaware corporation to
include in its certificate of incorporation a provision that eliminates and
limits certain personal liability of a director for monetary damages for certain
breaches of the director's fiduciary duty of care, provided that any such
provision does not (in the words of the statute) do any of the following:
[E]liminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of this Title (dealing with willful or negligent violation
of the statutory provision concerning dividends and stock purchases and
redemptions), or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate
or limit the liability of a director for any act or omission occurring
prior to the date when such provision becomes effective....
The Board of Directors is empowered to make other indemnification as
authorized under any bylaw, agreement, the Certificate of Incorporation, Bylaws
or corporate resolution so long as the indemnification is consistent with the
DGCL.
II-1
<PAGE> 19
Patterson's Restated Certificate of Incorporation, as amended, provides
that, to the fullest extent permitted by the DGCL, a director of Patterson will
not be liable to Patterson or its stockholders for monetary damages for breach
of fiduciary duty as a director. Patterson's Bylaws provide that to the extent
that a director or officer of Patterson is successful on the merits in the
defense of a suit or proceeding brought against him by reason of the fact that
he is a director or officer of Patterson, he will be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action. In other circumstances, a director or officer of Patterson may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in and not opposed to the best interests of
Patterson, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; however, in an action or
suit by or in the right of Patterson to procure a judgment in its favor, such
person will not be indemnified if he has been adjudged to be liable to Patterson
unless and only to the extent that the Delaware Court of Chancery or the court
in which such actin or suit was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court deems proper. A
determination that indemnification of a director or officer is proper will be
made by a disinterested majority of Patterson's Board of Directors, by
independent legal counsel or by the stockholders of Patterson. Patterson's
Bylaws also provide that Patterson may advance the payment of expenses and that
the indemnification and advancement of expenses provisions of the Bylaws are
nonexclusive. Patterson maintains director and officer liability insurance
covering director and officer indemnification.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
Item 601
Exhibit Cross
Number Reference Document as Form S-3 Exhibit
------- --------- ----------------------------
2.1 2 Agreement and Plan of Merger, dated as of
April 12, 1996, among Patterson Energy,
Inc., Patterson Drilling Company and
Tucker Drilling Company, Inc. and
amendment thereto, dated May 16, 1996(1)
4.1 4 Excerpt from Restated Certificate of
Incorporation, as amended, of Patterson
Energy, Inc. regarding authorized Common
Stock and Preferred Stock(2)
5.1 5 Opinion of Baker & Hostetler LLP regarding
the legality of the shares to be offered
10.1 10 Agreement and Plan of Merger, dated as of
April 3, 2000, among Patterson Energy,
Inc. and High Valley Drilling, Inc.(3)
15.1 15 Letter of PricewaterhouseCoopers LLP
regarding unaudited interim financial
statements
23.1 23 Consent of PricewaterhouseCoopers LLP
23.2 23 Consent of M. Brian Wallace, independent
petroleum engineer
23.3 23 Consent of Baker & Hostetler LLP (included
in Exhibit 5.1)
II-2
<PAGE> 20
24.1 24 Power of Attorney (included on the
signature page hereto)
----------
(1) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
Form 8-K dated April 22, 1996, and filed with the SEC on April 30, 1996.
(2) Incorporated by reference to Item 16, "Exhibits" to Form S-3 dated December
18, 1996 and filed with the SEC on December 18, 1996.
(3) Incorporated by reference to Item 6, "Exhibits and Reports on Form 8-K," to
Form 10-Q for the quarter ended March 31, 2000 and filed with the SEC on May
15, 2000.
ITEM 17. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 and incorporated herein by reference;
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement, unless the information required to be included in
such post-effective amendment is contained in a periodic
report filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and incorporated
herein by reference; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and
(1)(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.
(b) That, for the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the
II-3
<PAGE> 21
Securities Exchange Act of 1934 that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Patterson
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Snyder, State of Texas, on the 29th day of August,
2000.
PATTERSON ENERGY, INC.
By: /s/ A. GLENN PATTERSON
---------------------------
A. Glenn Patterson
President
II-4
<PAGE> 22
Each of the undersigned officers and directors of Patterson Energy,
Inc. hereby appoints Cloyce A. Talbott and A. Glenn Patterson as attorneys and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the SEC under
the Securities Act of 1933 any and all amendments (including post-effective
amendments) and exhibits to this Registration Statement and any and all
applications, instruments or documents to be filed with the SEC pertaining to
the registration of the Securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of August 29, 2000, by the following
persons in the capacities indicated:
<TABLE>
<S> <C>
/s/ CLOYCE A. TALBOTT Chairman of the Board, Director and Chief Executive
---------------------------
Cloyce A. Talbott Officer
Principal Executive Officer
/s/ A. GLENN PATTERSON President, Chief Operating Officer and Director
---------------------------
A. Glenn Patterson
/s/ ROBERT C. GIST Director
---------------------------
Robert C. Gist
/s/ VINCENT A. ROSSI, JR. Director
---------------------------
Vincent A. Rossi, Jr.
/s/ SPENCER D. ARMOUR, III Director
---------------------------
Spencer D. Armour, III
/s/ JONATHAN D. NELSON Vice President--Finance, Secretary and Treasurer and
--------------------------- Chief Financial Officer
Jonathan D. Nelson
Principal Accounting Officer
</TABLE>
II-5
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item 601
Exhibit Cross
Number Reference Document as Form S-3 Exhibit
------- --------- ----------------------------
<S> <C> <C>
2.1 2 Agreement and Plan of Merger, dated as of
April 12, 1996, among Patterson Energy,
Inc., Patterson Drilling Company and
Tucker Drilling Company, Inc. and
amendment thereto, dated May 16, 1996(1)
4.1 4 Excerpt from Restated Certificate of
Incorporation, as amended, of Patterson
Energy, Inc. regarding authorized Common
Stock and Preferred Stock(2)
5.1 5 Opinion of Baker & Hostetler LLP regarding
the legality of the shares to be offered
10.1 10 Agreement and Plan of Merger, dated as of
April 3, 2000, among Patterson Energy,
Inc. and High Valley Drilling, Inc.(3)
15.1 15 Letter of PricewaterhouseCoopers LLP
regarding unaudited interim financial
statements
23.1 23 Consent of PricewaterhouseCoopers LLP
23.2 23 Consent of M. Brian Wallace, independent
petroleum engineer
23.3 23 Consent of Baker & Hostetler LLP (included
in Exhibit 5.1)
24.1 24 Power of Attorney (included on the
signature page hereto)
</TABLE>
----------
(1) Incorporated by reference to Item 7, "Financial Statements and Exhibits" to
Form 8-K dated April 22, 1996, and filed on April 30, 1996.
(2) Incorporated by reference to Item 16, "Exhibits" to Form S-3 dated December
18, 1996 and filed December 18, 1996.
(3) Incorporated by reference to Item 6, "Exhibits and Reports on Form 8-K," to
Form 10-Q for the quarter ended March 31, 2000 and filed with the SEC on May
15, 2000.
