<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UTI ENERGY CORP.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Title of Class of Securities)
903387 10 8
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(CUSIP Number)
C/O REMY CAPITAL PARTNERS III, L.P.
1801 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA 90067, (310) 843-0050
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 8, 1996
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 10 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 903387 10 8 PAGE 2 OF 14 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Remy Capital Partners III, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,794,550 shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,794,550 shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,550 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
Page 2 of 10 Pages
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 903387 10 8 PAGE 3 OF 14 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Remy Investors and Consultants, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,849,550 shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,849,550 shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,550 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 10 Pages
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 903387 10 8 PAGE 4 OF 14 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark S. Siegel
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,849,550 shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,849,550 shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,550 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
Page 4 of 10 Pages
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
This Schedule 13D is filed on behalf of Remy Capital Partners III,
L.P., a Delaware limited Partnership, Remy Investors and Consultants, Inc., a
California corporation and Mark S. Siegel, an individual.
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates are Common Stock, par
value $0.001 per share. The name of the subject company is UTI Energy Corp.
(the "Company"). The principal executive offices of the Company are located at
45 Devon Park Drive, Suite 112, Wayne, Pennsylvania 19087.
ITEM 2. IDENTITY AND BACKGROUND
(a) NAME OF PERSON FILING
This Statement is filed by (i) Remy Capital Partners III,
L.P., a Delaware limited partnership ("Remy Capital"), (ii)
Remy Investors and Consultants, Inc., a California corporation
("Remy Investors"), and (iii) Mark S. Siegel, an individual.
Remy Investors is the General Partner of Remy Capital. Mark
S. Siegel is the President and sole shareholder of Remy
Investors. Remy Capital, Remy Investors and Mark S. Siegel
are hereinafter collectively referred to as the "Reporting
Person." Information is also provided for Cathy R. Siegel, an
individual and Vice President of Remy Investors.
(b) ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE
Remy Capital: 1801 Century Park East, #1111
Los Angeles, California 90067
Remy Investors: 1801 Century Park East, #1111
Los Angeles, California 90067
Mark S. Siegel: 1801 Century Park East, #1111
Los Angeles, California 90067
Cathy R. Siegel: 1801 Century Park East, #1111
Los Angeles, California 90067
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, BUSINESS
Remy Capital: Private Investment Partnership
Remy Investors: Investment Advisor
Mark S. Siegel: Investment Advisor
Cathy R. Siegel: Executive Director, American Cinema
Foundation
Page 5 of 10 Pages
<PAGE> 6
(d) CRIMINAL CONVICTION
During the last five years, none of Remy Capital, Remy Investors, Mark
S. Siegel or Cathy R. Siegel has been convicted in a criminal proceeding
(excluding traffic violations or misdemeanors).
(e) CIVIL PROCEEDING REGARDING SECURITIES LAWS
During the last five years, none of Remy Capital, Remy Investors, Mark
S. Siegel or Cathy R. Siegel was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
(f) CITIZENSHIP
Mark S. Siegel and Cathy R. Siegel are citizens of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In March 1995, Remy Capital purchased 1,736,550 shares of Common Stock
for $7,814,475 ($4.50 per share) using partnership capital contributions (the
"Initial Purchase").
On March 6, 1996, Remy Capital purchased in the open market 2,500
shares of Common Stock for $15,563 and 500 shares for $3,237, using cash on
hand (the "Open Market Purchase").
On December 19, 1995, the Board of Directors of the Company approved
the grant of an option to Remy Investors to purchase 120,000 shares of Common
Stock (the "Remy Option") and the submission of such option to the stockholders
of the Company for their approval. The Remy Option, which would become
effective only upon approval by the Company's stockholders, was intended to
compensate Remy Investors for various advisory services provided to the Company
in connection with the Board of Directors' strategic decision to focus the
Company's operations on its current drilling and pressure pumping businesses.
These services included (i) assisting in the Company's sale of certain of its
assets (ii) assisting the Company in the acquisition of another company in
November 1995 (the "November Acquisition") and (iii) assisting the Company in
the arrangement of financing for the November Acquisition. The Remy Option
also was intended to compensate Remy Investors for other services provided for
general corporate purposes throughout 1995. The Remy Option was structured so
as to minimize the cost to the Company for the services provided to it by Remy
Investors and to protect the Company's working capital position by being
granted in lieu of cash compensation. Also in December 1995 and immediately
following the Board's decision to grant the Remy Option, Remy Investors agreed
with Remy Capital and Kenneth N. Berns, an employee of Remy Investors, that,
subject to the approval of the Remy Option by the stockholders of the Company,
portions of the Remy Option were assigned to Remy Capital and Mr. Berns such
that Remy Investors and Remy Capital would each own an option to purchase
55,000 shares and Mr. Berns would own an option to acquire 10,000 shares. The
Remy Option was approved by the stockholders of the Company on August 8, 1996.
ITEM 4. PURPOSE OF TRANSACTION
The securities were acquired for investment purposes. Depending upon
the Reporting Person's continuing evaluation of the Company's business and
prospects, alternative investment opportunities and any other factors Reporting
Person deems relevant, Reporting Person may, from time to time, purchase
additional shares on the open market or in privately
Page 6 of 10 Pages
<PAGE> 7
negotiated transactions or otherwise. Reporting Person has no present
intention of selling any shares, but reserves the right to do so, in whole or
in part, at any time, in open market transactions, privately negotiated
transactions or otherwise.
(a) THE ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE
ISSUER;
Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(b) AN EXTRAORDINARY CORPORATE TRANSACTION, SUCH AS A MERGER,
REORGANIZATION OR LIQUIDATION, INVOLVING THE ISSUER OR ANY OF
ITS SUBSIDIARIES;
Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(c) A SALE OR TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE
ISSUER OR ANY OF ITS SUBSIDIARIES;
Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(d) ANY CHANGE IN THE PRESENT BOARD OF DIRECTORS OR MANAGEMENT OF
ISSUER, INCLUDING ANY PROPOSALS TO CHANGE THE NUMBER OF TERM
OF DIRECTORS OR TO FILL ANY EXISTING VACANCIES ON THE BOARD;
Mark S. Siegel, sole shareholder of Remy Investors, Inc. and
Randall L. Bishop, an employee of Remy Investors, became
members of Company's board of directors upon consummation of
the Initial Purchase. Mr. Bishop later resigned from the
board of directors and Mr. Berns was elected to fill the
vacancy created thereby. Other than the foregoing, Reporting
Person has no present intention, plan or proposal with respect
to this paragraph.
(e) ANY MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND
POLICY OF THE ISSUER;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(f) ANY OTHER MATERIAL CHANGE IN THE ISSUER'S BUSINESS OR
CORPORATE STRUCTURE INCLUDING BUT NOT LIMITED TO, IF THE
ISSUER IS A REGISTERED CLOSED-END INVESTMENT COMPANY, ANY
PLANS OR PROPOSALS TO MAKE ANY CHANGES IN THE INVESTMENT
POLICY FOR WHICH A VOTE IS REQUIRED BY SECTION 13 OF THE
INVESTMENT COMPANY ACT OF 1940;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(g) CHANGES IN THE ISSUER'S CHARTER, BYLAWS OR INSTRUMENTS
CORRESPONDING THERETO OR OTHER ACTIONS WHICH MAY IMPEDE THE
ACQUISITION OF CONTROL OF THE ISSUER BY ANY PERSON;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
Page 7 of 10 Pages
<PAGE> 8
(h) CAUSING A CLASS OF SECURITIES OF THE ISSUER TO BE DELISTED
FROM A NATIONAL SECURITIES EXCHANGE OR TO CEASE TO BE
AUTHORIZED TO BE QUOTED IN AN INTER-DEALER QUOTATION SYSTEM OF
A REGISTERED NATIONAL SECURITIES ASSOCIATION;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(i) A CLASS OF EQUITY SECURITIES OF THE ISSUER BECOMING ELIGIBLE
FOR TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(4)
OF THE ACT;
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(j) ANY ACTION SIMILAR TO ANY OF THOSE ENUMERATED ABOVE.
Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) AMOUNT OF SHARES OWNED
Remy Capital beneficially owns 1,794,550 shares of Common
Stock of Company (approximately 51.0% of the Company's
outstanding shares), of which 55,000 shares may be acquired
within 60 days. Remy Investors, which is the sole General
Partner of Remy Capital and controls all investment activities
of Remy Capital, would beneficially own all shares
beneficially owned by Remy Capital and, accordingly, is the
beneficial owner of 1,849,550 shares (approximately 51.7% of
the Company's outstanding shares), of which 110,000 shares may
be acquired within 60 days. Mark S. Siegel is the sole
shareholder of Remy Investors and would beneficially own all
shares beneficially owned by Remy Investors.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
Remy Capital: 1,794,550
Remy Investors: 1,849,550
Mark S. Siegel: 1,849,550
Cathy R. Siegel: 0
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
Remy Capital: 0
Remy Investors: 0
Mark S. Siegel: 0
Cathy R. Siegel: 0
Page 8 of 10 Pages
<PAGE> 9
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF:
Remy Capital: 1,794,550
Remy Investors: 1,849,550
Mark S. Siegel: 1,849,550
Cathy R. Siegel: 0
(iv) SHARED POWER TO DISPOSE OF OR TO DIRECT DISPOSITION
OF:
Remy Capital: 0
Remy Investors: 0
Mark S. Siegel: 0
Cathy R. Siegel: 0
(c) - (e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
Pursuant to a stock purchase agreement dated March 14, 1995, between
Bear, Stearns & Co. Inc. ("Bear Stearns") and Remy Capital, Bear Stearns
assigned to Remy Capital all of its rights and interest in a registration
rights agreement between Bear Stearns and Company. The Board of Directors of
Company has approved such assignment. The registration rights agreement
between Bear Stearns and Company grants to Bear Stearns the right on three
separate occasions to require the Company to register shares of the Common
Stock held by Bear Stearns for sale under the Securities Act of 1933 (the
"Securities Act") and on an unlimited basis to register such shares for sale
under the Securities Act by including such shares in any registration statement
proposed to be filed by the Company with the Securities and Exchange
Commission. The registration rights agreement also provides that in connection
with any such registration, the Company will indemnify Bear Stearns against,
and provide contribution with respect to, certain liabilities, including
liabilities incurred under the Securities Act. All of the shares of Common
Stock of Company to which the registration rights agreement applies have been
acquired by Remy Capital. The foregoing description of the registration rights
agreement is a summary and is qualified in its entirety by reference to such
agreement filed as Exhibit 2 hereto which is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint Acquisition Statement
(2) Registration Rights Agreement dated March 25, 1994 between
Bear Stearns and UTI Energy Corp., assigned on March 14, 1995
to Remy Capital.
(3) Stock Option Agreement entered into effective as of December
19, 1995, between Remy Investors and UTI Energy Corp.
Page 9 of 10 Pages
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
REMY CAPITAL PARTNERS, III, L.P.
By: Remy Investors and Consultants, Inc.
Its: General Partner
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
REMY INVESTORS AND CONSULTANTS, INC.
By: /s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
Page 10 of 10 Pages
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
1. Joint Acquisition Statement . . . . . . . . . . . . . . .
2. Stock Option Agreement entered into effective as of
December 19, 1995 between Remy Investors and UTI Energy
Corp. . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or its contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is accurate.
Dated: March 21, 1995
REMY CAPITAL PARTNERS, III, L.P.
By: Remy Investors and Consultants, Inc.
Its: General Partner
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
REMY INVESTORS AND CONSULTANTS, INC.
By: /s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
/s/ Mark S. Siegel
-----------------------------------
Mark S. Siegel
President
<PAGE> 1
EXHIBIT 2
UTI ENERGY CORP.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement"), is made and entered
into effective as of the 19th day of December, 1995, by and between UTI Energy
Corp., a Delaware corporation (the "Company"), and Remy Investors and
Consultants Incorporated, a Delaware corporation ("Optionee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREA, the Company's Board of Directors has determined that it is in
the interest of the Company, in consideration for past consulting services on
behalf of the Company, to grant to the Optionee the right to acquire certain
shares of the Company's common stock, $.001 par value per share (the "Common
Stock"), subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual undertakings,
covenants, conditions and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Optionee agree with each other as follows:
1. Grant of Stock Option. The Company hereby grants to Optionee,
subject to the provisions hereinafter set forth, the right (the "Option") to
purchase 120,000 shares of Common Stock of the Company (the "Option Shares").
The Option Shares shall be subject to adjustment as hereinafter set forth.
This Option shall be exercisable at any time after the date hereof and on or
before December 18, 2000 (the "Expiration Date").
2. Exercise Price. The exercise price per share for which all or
any of the Option Shares may be purchased shall be $511/16 (the "Exercise
Price"). The Exercise Price shall be subject to adjustment as hereinafter set
forth.
3. Exercise.
(a) The Option may be exercised by Optionee, in full or
in part, for the purchase of any of the Option Shares upon delivery by
Optionee of written notice to the Company at the address of the
Company set forth in Section 8, or such other address as the Company
shall designate in written notice to Optionee, setting forth the
number of Option Shares with respect to which the Option is being
exercised, together with the Option and payment
<PAGE> 2
(in the manner described in Section 3(b) below) for the aggregate
Exercise Price of the Option Shares so purchased. Upon the exercise
of the Option, the Company shall as promptly as practicable execute
and deliver to Optionee a certificate or certificates for the total
number of whole Option Shares for which the Option is being exercised
in such names and denominations as are requested by Optionee. If the
Option shall be exercised with respect to less than all of the Option
Shares, Optionee shall be entitled to receive a new Option covering
the number of Option Shares in respect of which the Option shall not
have been exercised, which new Option shall in all other respects be
identical to the Option.
(b) Payment for the Option Shares to be purchased upon
the exercise of the Option may be made by the delivery of a check
payable to the Company in the amount of the aggregate Exercise Price
of the Option Shares to be purchased.
4. Covenants and Conditions. The above provisions are subject to
the following:
(a) Optionee acknowledges and agrees that neither the
Option nor the Option Shares have been registered under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws
("Blue Sky Laws"). Optionee covenants and agrees that the Option and
the Option Shares have been acquired for investment purposes and not
with a view to distribution or resale and the Option Shares may not be
made subject to a security interest, pledged, hypothecated, sold or
otherwise transferred without an effective registration statement
therefor under the Act and such applicable Blue Sky Laws or an opinion
of counsel (which opinion and counsel rendering same shall be
reasonably acceptable to the Company) that registration is not
required under the Act and under any applicable Blue Sky Laws. The
certificates representing the Option Shares shall bear substantially
the following legend:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR QUALIFIED UNDER ANY APPLICABLE STATE
SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE
INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD
OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE
ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF
COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE ACT OR
SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO, OR (III) IN THE OPINION OF
-2-
<PAGE> 3
COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE LAW OR
SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN
CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.
Other legends as required by applicable federal and state laws may be
placed on such certificates. Optionee and the Company agree to
execute such documents and instruments as counsel for the Company
reasonably deems necessary to effect compliance of the issuance of the
Option and any Option Shares issued upon the exercise thereof with
applicable federal and state securities laws. Optionee agrees that
the Company may decline to permit a transfer of the Option if the
proposed transferee does not meet the applicable qualifications for
investors in securities offerings exempt from registration.
(b) The Company covenants and agrees that all Option
Shares which may be issued upon the exercise of the Option will, upon
issuance and payment therefor, be legally and validly issued and
outstanding, fully paid and nonassessable.
5. Rights as a Shareholder. The Option does not confer upon
Optionee any right whatsoever as a shareholder of the Company.
6. Changes in the Company's Capital Structure. The existence of
the Option shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.
If the Company shall effect a subdivision or consolidation of shares
or other capital adjustment of, or the payment of a dividend in capital stock
or other equity securities of the Company on, its Common Stock, or other
increase or reduction of the number of shares of the Common Stock without
receiving consideration therefor in money, services, or property, or the
reclassification of its Common Stock, in whole or in part, into other equity
securities of the Company, then the number, class and per share price of shares
of stock subject to the Option shall be appropriately adjusted (or in the case
of the issuance of equity securities as a dividend on, or in a reclassification
of, the Common Stock, the Option shall extend to such other securities) in such
a manner as to entitle the holder to receive, upon exercise of the Option, for
the same aggregate cash compensation, the same total number and class or
classes of shares (or in the case of a dividend of, or reclassification into,
other equity securities, such other securities) it would have held after such
adjustment if the holder had exercised the Option in full immediately prior to
the event requiring
-3-
<PAGE> 4
the adjustment. Comparable rights shall accrue in the event of successive
subdivisions, consolidations, capital adjustments, dividends or
reclassifications of the character described above.
If the Company shall distribute to all holders of its shares of Common
Stock (including any such distribution made to non-dissenting stockholders in
connection with a consolidation or merger in which the Company is the surviving
corporation and in which holders of shares of Common Stock continue to hold
shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) $.10 per share of Common Stock and (b) two times the aggregate
amount of dividends per share paid during the preceding calendar year and
dividends or distributions payable in shares of Common Stock or other equity
securities of the Company described in the immediately preceding paragraph),
then in each case the Exercise Price shall be adjusted by reducing the Exercise
Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by the fair market value, as
determined in good faith by the Board of Directors of the Company (whose
determination shall be described in a statement filed in the Company's
corporate records and be available for inspection by the holder of the Option)
of the portion of the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock; provided that in no event
shall the Exercise Price be less than the par value of a share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of the distribution retroactive to the record date
for the determination of the stockholders entitled to receive such
distribution. Comparable adjustments shall be made in the event of successive
distributions of the character described above.
After the Company shall make a tender offer for, or grant to all of
its holders of its shares of Common Stock the right to require the Company to
acquire from such stockholders shares of, Common Stock, at a price in excess of
the Current Market Price (a "Put Right") or the Company shall grant to all of
its holders of its shares of Common Stock the right to acquire shares of Common
Stock for less than the Exercise Price (the "Exercise Right") then, in the case
of a Put Right, the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect immediately prior to the record date for the
determination of stockholders entitled to receive such Put Right by a fraction,
the numerator of which shall be the number of shares of Common Stock then
outstanding minus the number of shares of Common Stock which could be purchased
at the Current Market Price for the aggregate amount which would be paid if all
Put Rights are exercised and the denominator of which is the number of shares
of Common Stock which would be outstanding if all Put Rights are exercised;
and, in the case of a Purchase Right, the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the record date
for the determination of the stockholders entitled to receive such Purchase
Right by a fraction, the numerator of which shall
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be the number of shares of Common Stock then outstanding plus the number of
shares of Common Stock which could be purchased at the Current Market Price for
the aggregate amount which would be paid if all Purchase Rights are exercised
and the denominator of which is the number of shares of Common Stock which
would be outstanding if all Purchase Rights are exercised. In addition, the
number of shares subject to the Option shall be increased by multiplying the
number of shares then subject to the Option by a fraction which is the inverse
of the fraction used to adjust the Exercise Price. Notwithstanding the
foregoing if any such Put Rights or Purchase Rights shall terminate without
being exercised, the Exercise Price and number of shares subject to the Option
shall be appropriately readjusted to reflect the Exercise Price and number of
shares subject to the Option which would have been in effect if such
unexercised Rights had never existed. Comparable adjustments shall be made in
the event of successive transactions of the character described above.
After the merger of one or more corporations with or into the Company,
after any consolidation of the Company and one or more corporations, or after
any other corporate transaction described in Section 424(a) of the Internal
Revenue Code of 1986, as amended, the holder of the Option, at no additional
cost, shall be entitled to receive, upon any exercise of the Option, in lieu of
the number of shares as to which the Option may then be so exercised, the
number and class of shares of stock or other equity securities to which the
holder would have been entitled pursuant to the terms of the agreement of
merger or consolidation if at the time of such merger or consolidation the
holder had been a holder of a number of shares of Common Stock equal to the
number of shares as to which the Option may then be so exercised and, if as a
result of such merger, consolidation or other transaction, the holders of
Common Stock are not entitled to receive any shares of Common Stock pursuant to
the terms thereof, the holder, at no additional cost, shall be entitled to
receive, upon exercise of the Option, such other assets and property, including
cash, to which the holder would have been entitled if at the time of such
merger, consolidation or other transaction the holder had been the holder of
the number of shares of Common Stock equal to the number of shares as to which
the Option shall then be so exercised. Comparable rights shall accrue in the
event of successive mergers or consolidations of the character described above.
For purposes of this Section 6, "Current Market Price per share of
Common Stock" shall mean the closing price of a share of Common Stock on the
principal national securities exchange on which the Common Stock is listed or,
if the Common Stock is not so listed, the average bid and asked price of a
share of Common Stock as reported in the NASDAQ System, in each case on the
trading day immediately preceding the first trading day on which, as a result
of the establishment of a record date or otherwise, the trading price reflects
that an acquiror of Common Stock in the public market will not participate in
or receive the payment of any applicable dividend or distribution.
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Except as hereinbefore expressly provided, the issue by the Company of
shares of Common Stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock then subject to the Option.
7. Reservation of Common Stock. The Company will, at all times
during the term of this Agreement, reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the exercise of the Option, such number of shares of Common Stock of
the Company as shall from time to time be sufficient to effect the exercise of
the Option. If, at any time, the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise of the entire
Option, in addition to such other remedies as shall be available to the holder
of the Option, the Company will use its reasonable efforts to take such
corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes.
8. Restrictions on Transfer.
The shares of Common Stock acquired upon the exercise of the
Option shall not be sold, pledged, hypothecated or otherwise transferred unless
such shares are exempt from registration under the Act and any applicable state
securities laws.
9. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
given if delivered or mailed, first class, with postage prepaid, to:
If to the Company, addressed to:
UTI Energy Corp.
485 Devon Park Drive, Suite 112
Wayne, Pennsylvania 19087
Attention: President
If to the Optionee, addressed to:
Remy Investors and Consultants Incorporated
1801 Century Park East, Suite 111
Los Angeles, California 90067
Attention: Mark S. Siegel
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Delivery shall be made to such other address for notice as either
party shall hereafter notify the other party in writing, from time to time.
10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas without giving any
effect to conflicts of law provisions.
11. Entire Agreement. This Agreement contains the entire
understanding between the parties hereto concerning the subject matter
contained herein. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto, relating
to the subject matter of this Agreement, which are not fully expressed herein.
12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
be deemed to be one and the same instrument, regardless of whether one or more
parties sign the same counterpart.
IN WITNESS WHEREO, the parties hereto have executed this Agreement to
be effective the date first set forth above.
UTI ENERGY CORP.
By: /s/ Vaughn E. Drum
Name: Vaughn E. Drum
Title: President
REMY INVESTORS AND
CONSULTANTS INCORPORATED
By: /s/ Mark S. Seigel
Name: Mark S. Seigel
Title: President
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