<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT
Filed pursuant to Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1996 Commission File No. 1-12542
UTI ENERGY CORP.
----------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-2037823
- --------------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Suite 112
485 Devon Park Drive
Wayne, Pennsylvania 19087
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Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) (610) 971-9600
---------------
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange of which registered
---------------------------- -----------------------------------------
Common Stock, Par value $.001 American Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. $51,078,000 at March 21, 1997
-----------------------------
(Applicable only to corporate registrants) Indicate the number of shares
outstanding of each class of registrant's common stock as of the latest
practicable date. 3,858,511 shares of Common Stock at March 21, 1997.
--------------------------------------------------
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K as set
forth in the pages attached hereto:
Part III, Items 10, 11, 12 and 13
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to the Company's bylaws, directors are elected to serve for
three-year terms and until their successors are elected or their earlier
resignation or removal. Class I directors' terms expire in 1998, Class II
directors' terms expire in 1999 and Class III directors' terms expire in 1997.
The officers of the Company are appointed by, and serve at the pleasure of, the
Board. The following table sets forth information regarding the directors and
executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Mark S. Siegel 46 Chairman and Class II Director (since 1995)
Vaughn E. Drum 51 President, Chief Executive Officer and Class III Director (since 1986)
Kenneth N. Berns 37 Class II Director (since 1995)
Terry H. Hunt 48 Class I Director (since 1994)
Nadine C. Smith 40 Class I Director (since 1995)
Robert B. Spears 70 Class III Director (since 1994)
Karl W. Benzer 46 Vice President; President and Chief Operating Officer of FWA Drilling
Company, Inc.(1)
Vincent J. Donahue 55 Vice President and Secretary
P. Blake Dupuis 43 Vice President and Chief Financial Officer
Gerald J. Guz 56 Senior Vice President; President and Chief Operating Officer of Universal
Well Services, Inc.(1)
Terry L. Pope 45 Vice President; President and Chief Operating Officer of Triad Drilling
Company(1)
Willard E. White 63 Vice President; President and Chief Operating Officer of International
Petroleum Service Company(1)
</TABLE>
- ------------------------------------------------
(1) The named firm is a wholly-owned subsidiary of the Company.
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Mark S. Siegel
Mr. Siegel has served as President of REMY Investors & Consultants,
Incorporated since 1993. From 1992 to 1993, Mr. Siegel was President,
Music Division, Blockbuster Entertainment Corp. From 1988 through
1992, Mr. Siegel was an Executive Vice President of Shamrock
Holdings, Inc. and Managing Director of Shamrock Capital Advisors,
Incorporated. Mr. Siegel is a Director of Applause Enterprises, Inc.
and Modern Videofilm, Inc. Mr. Siegel holds a B.A. from Colgate
University and a J.D. from Boalt Hall School of Law.
Vaughn E. Drum
Mr. Drum has served as President, Chief Executive Officer and a
director of the Company since December 1986. Prior thereto, since
1980, Mr. Drum served in various capacities for UGI Development
Company ("UGIDC"), a subsidiary of UGI Corporation, most recently as
Executive Vice President with responsibility for all of UGIDC's oil
field service operations. Mr. Drum holds a B.S. in Petroleum
Engineering from Marietta College.
Kenneth N. Berns
Mr. Berns has been employed by REMY Investors and Consultants
Incorporated since 1994. From 1990 through 1994, Mr. Berns was
employed by affiliated real estate development and management
companies including Ridge Properties, Ltd., Ridge Development, Ltd.
and Spound Company. Mr. Berns is also the majority shareholder of RD
Management, Inc., which is the general partner of Ridge Properties,
Ltd.. Mr. Berns is a Certified Public Accountant and holds a B. S. in
Business Administration and a Masters Degree in Taxation.
Terry H. Hunt
Since 1992, Mr. Hunt has served as the President and Chief Executive
Officer and a member of the Board of Directors of Penn Fuel Gas, Inc.,
a natural gas and propane distribution company. From 1989 to 1992,
Mr. Hunt was the President and Chairman of Carnegie Natural Gas
Company and Apollo Gas Company, natural gas production and
distribution subsidiaries of USX Corporation. From 1984 through 1988,
he served as Vice President of Delhi Gas Pipeline Corporation, a
Texas-based intrastate pipeline company.
Nadine C. Smith
Ms. Smith is President of N C Smith & Co. where she has been employed
for at least the past five years. Specializing in mergers and
acquisitions, she has over fifteen years experience as an investment
banker, most recently with The First Boston Corporation. Ms. Smith
has also been a strategy consultant with McKinsey & Co. She is a
graduate of Smith College and Yale University.
Robert B. Spears
Mr. Spears founded and was President and CEO of Spears & Associates
from 1965 until 1989. Since 1989, he has been Chairman and Vice
President, Business Development. Spears & Associates is a leading
research-based consulting firm to the oil and gas industry worldwide.
Karl W. Benzer
Mr. Benzer has served as Vice President of the Company since August
1994. He currently serves as President of FWA Drilling, a wholly
owned subsidiary of the Company. He
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previously served as President of UTICO Hard Rock Boring, a division
of the Company. Prior to joining the Company, Mr Benzer was Vice
President of S. W. Jack Drilling Company and President of Cubby
Drilling, Inc. Mr. Benzer holds a B.S. in Mechanical Engineering and
a M.B.A. from the University of Rhode Island.
Vincent J. Donahue
Mr. Donahue has served as Vice President and Secretary of the Company
since March 1987. He holds a B.S. in Economics from Villanova
University and an M.B.A. from Temple University.
P. Blake Dupuis
Mr. Dupuis has served as Vice President and Chief Financial Officer of
the Company since September 1996. Prior to joining the Company, Mr
Dupuis served as Chief Financial Officer of Adcor-Nicklos Drilling
Company and Coastwide Energy Services, Inc. Mr Dupuis is a Certified
Public Accountant and holds a B.S. in Business Administration from the
University of Southwestern Louisiana.
Gerald J. Guz
Mr. Guz has served as Senior Vice President of the Company and
President of Universal Well Services, Inc., a wholly owned subsidiary
of the Company, since December 1986. Mr. Guz holds a B.S. in Business
Management from St. Vincent College.
Terry L. Pope
Mr. Pope has served as Vice President of the Company since 1987. Mr.
Pope currently serves as President of Triad Drilling, a wholly owned
subsidiary of the Company, and previously served as President of
International Petroleum Service Company.
Willard E. White
Mr. White has served as Vice President of the Company and President
of International Petroleum Service Company, a wholly owned subsidiary
of the Company, since September 1994. Prior to joining the Company,
Mr. White was President of W. E. White, Inc., Petroleum Consultants.
Mr. White is a graduate of Marietta College with a B.S. in Petroleum
Engineering.
There are no family relationships among any of the directors or
executive officers of the Company, nor any arrangements or understandings
between any director and any other person pursuant to which such director was
selected as a director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's officers and directors, and persons who beneficially own more than
ten percent of a registered class of the Company's equity securities file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent shareholders are
required by the regulations promulgated under Section 16(a) to furnish the
Company with copies of all Section 16(a) forms they file.
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Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
January 1, 1996 through December 31, 1996, all filing requirements applicable
to officers, directors, and greater than ten percent shareholders were complied
with, except that Mr. Dupuis was late in filing a Form 3 reporting his
appointment to the position of Vice President and Chief Financial Officer of
the Company.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
1996, 1995 and 1994 earned by or paid to the Company's Chief Executive Officer
and the four most highly compensated executive officers whose total annual
salary and bonus exceeded $100,000 in 1996 (collectively, the Named Executive
Officers):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long term compensation
------------------------------------ -------------------------------
Awards
-------------------------------
Securities
Other Annual Restricted Underlying All other
Name and Principal Salary Bonus Compensation(1) Stock Options Compensation(3)
Position Year $ $ $ Award(s) SARs(#)(2) $
- ------------------------ ------- --------- ------- ----------------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Vaughn E. Drum 1996 144,950 58,912 -- -- 94,320 2,899
President and Chief 1995 144,950 -- -- -- -- 2,899
Executive Officer 1994 144,950 -- -- -- -- 4,014
Karl W. Benzer 1996 90,000 45,000 -- -- -- 1,800
Vice President 1995 90,000 -- -- -- -- 762
1994 35,760 -- -- -- -- --
Vincent J. Donahue 1996 90,350 37,344 -- -- 48,660 1,807
Vice President and 1995 90,350 -- -- -- -- 1,807
Secretary 1994 90,350 -- -- -- -- 2,502
Gerald J. Guz 1996 90,000 66,801 -- -- 94,320 1,471
Vice President 1995 90,000 -- -- -- -- 1,350
1994 90,000 -- -- -- -- 2,700
Terry Pope 1996 90,000 79,520 -- -- 48,660 2,119
Vice President 1995 90,000 12,500 -- -- -- 1,726
1994 90,000 -- -- -- -- 2,700
</TABLE>
(1) The aggregate amounts of perquisites and other personal benefits,
securities or property is less than 10% of each executive officer's
combined annual salary and bonus during the applicable year.
(2) On December 15, 1995, the Compensation Committee of the Board of
Directors approved the repricing of stock options granted to Messrs.
Drum, Donahue, Guz and Pope from an exercise price of $8.00 per share
to $5 5/16 per share (the fair market value on December 15, 1995) for
Messr. Donahue and Pope and to a price ranging from $5 5/16 to $6 3/8
per share (depending on the year the applicable option vests) for
Messrs. Drum and Guz. The repricings, which were subject to
stockholder approval, were approved by the stockholders of the
Company at the 1996 Annual Meeting of Stockholders held August 8,
1996.
(3) Amounts set forth for 1996, 1995 and 1994 reflect the Company's
contributions or other allocations to defined contribution plans.
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The following table sets forth information concerning stock options exercised
in 1995 and stock options unexercised at December 31, 1996 for the Named
Executive Officers:
AGGREGATED OPTION/SAR EXERCISES IN 1996 AND VALUE TABLE AT DECEMBER 31,1996
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised
Acquired Value Options/SARs at In-the-money Options/SARs at
on Realized December 31, 1996 December 31,1996
Name Exercise ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Vaughn E. Drum - - 58,392/38,928 $1,735,673/$1,157,164
Gerald J. Guz - - 58,392/38,928 $1,735,673/$1,157,164
Vincent J. Donahue - - 29,196/19,464 $877,704/$585,136
Terry L. Pope - - 29,196/19,464 $877,704/$585,136
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are employees of the Company do not receive any
additional compensation for serving as a director or as a member of a committee
of the Board of Directors. The non-employee directors are each entitled to
receive an annual retainer fee of $5,000 and fees of $700 per meeting for their
attendance at regular and special Board of Directors meetings. Non-employee
committee members are entitled to additional fees of $500 for each committee
meeting attended. All directors have been and will be reimbursed for
reasonable out-of-pocket expenses incurred in connection with attendance at
Board of Directors meetings.
The Company currently maintains a Non-Employee Director Stock Option
Plan (the "Director Plan") established in 1995. Under the Director Plan,
options to purchase up to an aggregate of 100,000 shares of Common Stock of the
Company may be granted to non-employee directors of the Company. Options
granted pursuant to the Director Plan stipulate that the purchase price per
share be equal to the fair market value of the Common Stock as of the date of
grant. The Director Plan provided for the grant of an option to purchase 2,500
shares of Common Stock to each non-employee director as of December 19, 1995
and to each future non-employee director as of the date he/she is first
elected. Options to purchase 7,500 shares of the Company's common stock at
$5.69 per shave have been awarded under this provision. The Director Plan also
provides that commencing on December 31, 1996, each non-employee director who
has served for a period of at least one year will automatically be granted, on
December 31 of such year, an option to purchase 1,250 shares of Common Stock.
Options to purchase 3,750 shares of the Company's common stock at $35 3/8 per
share were awarded under this provision in 1996. No options under the Director
Plan will be granted after December 18, 2005 and all options issued expire five
years from the date of grant.
In 1995, the Company entered into a consulting agreement with Nadine
C. Smith, an outside director of the Company, which provided for a consulting
fee of $25,000. This consulting arrangement expired in March 1996. Ms. Smith
was paid $18,750 in 1996 related to this agreement.
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COMPENSATION PURSUANT TO PLANS
The Company maintains several plans intended to provide incentives to
its key employees. These plans are described below.
Incentive Compensation Plan. The Company maintains an Incentive
Compensation Plan established in 1987 (the "ICP"). Under the ICP, specified
management employees of the Company or any subsidiary with at least 90 days of
service may be eligible to receive a cash bonus following each plan year based
on a comparison of financial performance against targets established for each
plan year.
Restricted Stock Plan. During 1993, the Company adopted its 1993
Restricted Stock Plan (the "Restricted Stock Plan"). Under the Restricted Stock
Plan, an aggregate of 50,000 shares of Common Stock were awarded during 1993 to
certain persons who were full-time salaried employees of the Company or its
subsidiaries. Of such shares, 3,600 shares of Common Stock were awarded to Mr.
Donahue. There are no additional shares available for grant under the
Restricted Stock Plan.
1993 Non-Qualified Stock Option Plan. During 1993, the Company
adopted its 1993 Non-Qualified Stock Option Plan (the "1993 Plan"). Under the
1993 Plan, options to purchase shares of Common Stock available for grant were
awarded in December 1993 to the following individuals in the
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following amounts: Mr. Drum, 97,320 shares; Mr. Guz, 97,320 shares; Mr.
Donahue, 48,660 shares; and Mr. Pope, 48,660 shares. On December 15, 1995, the
options were repriced from $8 to prices ranging from $5 5/16 (the fair market
value of December 15, 1995) to $6 3/8, depending upon the individual as well as
the vesting date of the option. There are no additional shares available for
grant under the 1993 Plan.
1996 Employee Stock Option Plan. In July 1996, the Company's
shareholders approved the UTI Energy Corp. 1996 Employee Stock Option Plan (the
"1996 Plan"). Under the 1996 plan, the Company can award options on up to
300,000 shares of Common Stock to certain employees at a price equal to the
fair market value of the stock at the date the option is granted. During 1996,
the Company awarded options to purchase 95,000 shares of Common Stock at an
exercise price of $13.75 per share of which 75,000 were awarded to P. Blake
Dupuis, the Company's Chief Financial Officer, in connection with the
commencement of his employment with the Company. The options vest over one to
five years. There currently are 96,600 shares of Common Stock available for
grant under the 1996 Plan.
The 1996 Plan currently is administered by the Company's Board of
Directors. The price of which shares of Common Stock may be purchased upon
exercise of an option is determined by the Board of Directors at the time the
option is granted.
EMPLOYMENT CONTRACTS
The Company has employment agreements with each of Mr. Drum, Mr.
Donahue, Mr. Guz, Mr. Pope and Mr. Benzer. The annual salaries payable under
such agreements are $144,500, $100,022, $105,000, $105,000 and $105,000,
respectively. Annual salaries payable under such agreements may be increased
by the Company's Board of Directors. The agreements with Messrs. Drum,
Donahue, Guz, and Pope have an initial term of five years continuing through
December, 2000 and automatically extend for an additional year upon the
completion by the employee of a year of service under such agreement unless
either party provides notice to the other of the intention to terminate such
contract one hundred twenty (120) days prior to the termination date. The
agreement with Mr. Benzer had an initial term of two years from August 1994 and
shall continue in effect for additional one (1) year periods upon the same
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terms and conditions unless either party gives written notice of termination at
least one hundred eighty (180) days prior to expiration. In addition, each
employment agreement entitles the employee to receive four weeks paid vacation
per year and to participate fully in all employee plans and fringe benefit
programs established by the Company after the date of the contract in which
other senior executives of the Company are eligible to participate.
In the event of a termination due to an employee's death or
disability, the employee or his estate is entitled to receive unused vacation
pay, a pro-rated portion of the bonus (the "Pro-rated Bonus") which would have
been payable to the employee under the Company's Incentive Compensation Plan
had such employee been employed at the end of the year in which the termination
occurred (the "Annual Bonus"), and a separation payment equal to the product of
the employee's compensation in the most recent calendar year (such amount is
referred to herein as a "Year's Compensation"), and a fraction, the denominator
of which is 260, and the numerator of which is the number of months of the
employee's service with the Company and a previous parent, UGI Corporation, but
in any event not more than six months of compensation (the "Separation
Payment"). Additionally, the employee or the employee's estate is entitled to
the vesting of all of the employee's interests, if any, under the Company's
Stock Option Plans, Restricted Stock Plan, and any other employee plans of the
Company ("Plan Vesting"). In the event an employee retires in accordance with
the Company's retirement policies, such employee is entitled to receive unused
vacation pay, Pro-rated Bonus, Separation Payment, and Plan Vesting (but only
to the extent provided in the Company's employee benefit plans for retiring
employees).
If any of Messrs. Drum, Donahue, Guz or Pope is terminated by the
Company without cause, such employee is entitled to receive termination pay of
one year's salary (six months in the case of Mr. Guz), unused vacation pay,
Separation Payment, Annual Bonus and Plan Vesting. If Mr. Benzer is terminated
by the Company without cause, he is entitled to one year's salary, unused
vacation pay, Separation Payment and Annual Bonus. In addition, each employee
is entitled to the continuation of all employee benefits, without any increase
in cost to employee, for a period of 18 months following termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Siegel, Hunt and Ms. Smith are members of the Compensation
Committee. No members of the Compensation Committee are employees of the
Company.
ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth, as of April 21, 1997, the stock
ownership of the Company's named executive officers and directors individually,
all directors and executive officers as a group, and each person known by the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock.
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<TABLE>
<CAPTION>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
------------------------------------------- -------------------------------- ----------------
<S> <C> <C>
Other Beneficial Owners:
REMY Capital Partners III, L.P. 1,794,550(1) 45.8%
1801 Century Park East, Suite 1111
Los Angeles, CA 90067
REMY Investors & Consultants, 1,849,550(1) 46.6%
Incorporated
1801 Century Park East, Suite 1111
Los Angeles, CA 90067
Shamrock Holdings of California, Inc. 222,222 5.8%
4444 Lakeside Drive
Burbank, CA 91505
Quarles Drilling Corporation 256,175(2) 6.6%
7633 East 63rd Drive, Suite 6500
Tulsa, Oklahoma
Canpartners Investments IV, LLC 400,000(3) 9.4%
9665 Wilshire Blvd. - Suite 200
Beverly Hills, CA 90212
Directors and Executive Officers:
Mark S. Siegel 1,904,550(1) 47.3%
Vaughn E. Drum 107,192(4) 2.7%
Kenneth N. Berns 15,000(5) *
Terry H. Hunt 2,500(6) *
Nadine C. Smith 3,500(6) *
Robert B. Spears 2,800(6) *
Karl W. Benzer 1,000 *
Vincent J. Donahue 55,796(4,7) 1.4%
Gerald J. Guz 107,192(4) 2.7%
Terry L. Pope 58,596(4) 1.5%
(All Directors and Executive Officers as a 2,198,124 53.5%
group -- 12 persons)
</TABLE>
* indicates less than 1.0%
______________________________
(1) REMY Capital Partners III, L.P.'s ("Remy Capital") ownership includes
1,739,550 shares of Common Stock owned of record by Remy Capital and 55,000
shares of Common Stock underlying presently exercisable options held by Remy
Capital. The Common Stock beneficially owned by REMY Investors and Consultants,
Incorporated ("Remy Investors") which is the General Partner of Remy Capital,
includes the 1,794,550 shares of Common Stock and options owned by Remy Capital
as well as presently exercisable options to purchase 55,000 shares of Common
Stock held by Remy Investors. The Common Stock beneficially owned by Mr. Siegel,
who is the President and sole stockholder of Remy Investors, includes the
1,849,550 shares of Common Stock and options beneficially owned by Remy
Investors as well as presently exercisable options to purchase 55,000 shares of
Common Stock held by Mr. Siegel.
(2) Excludes an indeterminate number of shares of Common Stock that may be
issued to Quarles Drilling Corporation ("Quarles") on or before June 30, 1997,
pursuant to the terms and conditions of an Asset Purchase Agreement dated
December 31, 1996 (the "Quarles Agreement"), between the Company and Quarles.
Under the terms of the Quarles Agreement, Quarles is entitled to receive
additional shares of Common Stock in the event the market price (as determined
by the Quarles Agreement) of the Common Stock is less than $31.69 per share on
the earlier of June 30, 1996, or the date a registration statement covering the
resale of the Common Stock issued to Quarles is declared effective. The number
of additional shares will be equal to a number of shares sufficient to provide
Quarles with $8.1 million of Common Stock based on the market price of the
Common Stock on such date. In the event the market price of the Common Stock is
greater than $31.69 per share on such date, Quarles is required to return a
number of shares of Common Stock having a value (at such market price) equal to
one-half of the amount by which the market price of the shares (at such market
price) initially issued is greater than $8.1 million.
(3) Represents 400,000 shares of Common Stock underlying Warrants to
purchase Common Stock at a price of $32.50 per share. Based solely upon a
Schedule 13D dated April 11, 1997, Canpartners Investments IV, LLC is
controlled by Canpartners Incorporated ("Canpartners"), which is deemed to have
sole voting and dispositive power over the shares underlying such warrant.
Canpartners is controlled by Joshua S. Friedman, Mitchell R. Julis and R.
Christian Evensen who are deemed as a group to have sole voting and dispositive
power of the shares underlying such warrant.
(4) Includes shares underlying presently exercisable stock options held by
the following parties in the following amounts: Mr. Drum, 58,392 option shares;
Mr. Guz, 58,392 option shares; Mr. Donahue, 29,196 option shares; Mr. Pope,
29,196 option shares; Mr. Hunt, 2,500 option shares; Ms. Smith, 2,500 option
shares; Mr. Spears, 2,500 option shares.
Does not include shares underlying stock options held by the following
individuals, which options are not presently exercisable and will not become
exercisable within sixty days in the following amounts: Mr. Drum, 48,929 option
shares; Mr. Guz, 42,929 option shares; Mr. Donahue, 19,464 option shares; Mr.
Pope, 19464 option shares; Mr. Benzer, 4,000 option shares; Mr. Hunt, 1,250
option shares; Ms. Smith, 1,250 option shares; Mr. Spears, 1,250 option shares.
(5) Includes 15,000 shares underlying presently exercisable options owned
by Mr. Berns. Does not include 1,849,550 shares beneficially owned by Remy
Investors. Mr. Berns is an employee of Remy Investors but disclaims any
beneficial ownership of such shares.
(6) Excludes options to purchase 1,250 shares of Common Stock granted to
each of Messrs. Hunt and Spears and Ms. Smith pursuant to the Non-Employee
Director Plan, which are not exercisable within 60 days.
(7) Includes 3,600 shares of Common Stock granted to Mr. Donahue under the
Company's 1993 Restricted Stock Plan as to which 60% have vested. Mr. Donahue
enjoys voting rights and the rights to receive any dividends declared by the
Board of Directors on all shares granted.
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Except as stated herein, there are no arrangements known to the
Company which may result in a change in control of the Company and each
shareholder has sole voting and investment power with respect to the Company's
Common Stock included in the above table.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with Remy Capital's acquisition of its ownership interest
in the Company, Remy Capital succeeded to a registration rights capital
agreement with the Company (the "Registration Agreement") which provides Remy
with the right to require the Company to use its best efforts to register shares
held by Remy Capital under the Securities Act. In the event that such rights are
exercised in connection with a primary offering proposed by the Company (or a
secondary offering with which the Company agrees to participate), Remy Capital
would bear its pro-rata share of the costs of the offering, other than legal,
accounting and printing costs which are to be borne by the Company. In the event
that Bear, Stearns elected to exercise such rights otherwise than in connection
with an offering proposed by the Company, all costs of the offering will be
borne by it. These rights continue so long as Remy Capital continues to own
Common Stock acquired by it. The right to a demand registration may be exercised
three times.
Remy Investors provides the Company and its subsidiaries with various
services. The Company compensated Remy Investors for services provided in 1995
through the grant of an option to purchase 120,000 shares of Common Stock at an
exercise price of $5-11/16, the market price of the Common Stock on the date of
grant (December 19, 1995), which option grant was subject to stockholder
approval. The stockholders approved the grant at the 1996 Annual Meeting of
Stockholders held August 8, 1996. Following the option grant, Remy Investors
assigned its rights to options to purchase 55,000 shares to Remy Capital and
rights to options to purchase 10,000 shares to Kenneth N. Berns.
Mr. Mark S. Siegel, Chairman of the Company, is President and sole
stockholder of Remy Investors, which is the General Partner of Remy Capital.
Kenneth N. Berns, a director of the Company, is an employee of Remy Investors.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
UTI ENERGY CORP.
Dated: April 30, 1997 By: /s/ P. Blake Dupuis
-------------------------
P. Blake Dupuis
Chief Financial Officer
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