<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 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)
OCTOBER 6 AND 10, 1997
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Date of Events which Require 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 [ ].
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 12 Pages
<PAGE> 2
CUSIP NO. 903387 10 8 13 D Page 2 of 12 Pages
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Remy Capital Partners III, L.P.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4 00
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 N/A [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
3,514,762 shares
---------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY -0-
OWNED ---------------------------------------------------
BY EACH SOLE DISPOSITIVE POWER
REPORTING
PERSON 9 3,514,762 shares
WITH ---------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 3,514,762 shares
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [ ]
N/A
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 21.4%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 PN
- --------------------------------------------------------------------------------
Page 2 of 12 Pages
<PAGE> 3
CUSIP NO. 903387 10 8 13 D Page 3 of 12 Pages
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Remy Investors and Consultants, Incorporated
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4 00
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 N/A [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
3,580,762 shares
---------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY -0-
OWNED ---------------------------------------------------
BY EACH SOLE DISPOSITIVE POWER
REPORTING
PERSON 9 3,580,762 shares
WITH ---------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 3,580,762 shares
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [ ]
N/A
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 21.7%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 CO
- --------------------------------------------------------------------------------
Page 3 of 12 Pages
<PAGE> 4
CUSIP NO. 903387 10 8 13 D Page 4 of 12 Pages
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
Mark S. Siegel
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4 00
- --------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 N/A [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
3,880,762 shares
---------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY -0-
OWNED ---------------------------------------------------
BY EACH SOLE DISPOSITIVE POWER
REPORTING
PERSON 9 3,880,762 shares
WITH ---------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 3,880,762 shares
- --------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
12 [ ]
N/A
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 23.1%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 IN
- --------------------------------------------------------------------------------
Page 4 of 12 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,
Incorporated, 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
16800 Greenspoint Park, Suite 225N, Houston, Texas 77060.
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, Incorporated, 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, Suite 1111
Los Angeles, California 90067
Remy Investors: 1801 Century Park East, Suite 1111
Los Angeles, California 90067
Mark S. Siegel: 1801 Century Park East, Suite 1111
Los Angeles, California 90067
Cathy R. Siegel: 1801 Century Park East, Suite 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: Officer of Remy
Page 5 of 12 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 August 1996 and 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.
On February 13, 1997, the Board of Directors of the Company approved
the grant of an option to Mark S. Siegel to purchase 55,000 shares of Common
Stock at $24.38 per share pursuant to the 1996 Key Employee Stock Option Plan
(the "1996 Plan").
On July 27, 1997, the Board of Directors of the Company approved the
grant of an option to Mark S. Siegel to purchase 45,000 shares of Common Stock
at $60.00 per share pursuant to the 1996 Plan.
Page 6 of 12 Pages
<PAGE> 7
On July 27, 1997, the Board of Directors of the Company declared a
three-for-one stock dividend, which was effected on September 5, 1997, for
stockholders of record on August 25, 1997. Pursuant to such stock split, Remy
Capital was awarded an additional 3,479,100 shares of Common Stock. In
addition, the number of shares underlying stock options owned by each of Remy
Capital, Remy Investors and Mark S. Siegel, as well as the applicable
exercisable prices, were adjusted in accordance with the anti-dilution
provisions of such stock options to reflect the stock split.
On September 30, 1997, Remy Capital and Remy Investors entered into an
Underwriting Agreement dated September 30, 1997 (the "Underwriting Agreement")
by and between the Issuer, Prudential Securities Incorporated, Lehman Brothers
Inc., Rauscher Pierce Refsnes, Inc. and Simmons & Company International, as
Representatives of the several Underwriters listed on Schedule 2 thereto (the
"Underwriters") and the Selling Security holders listed on Schedules 1-A and 1-B
thereto, including Remy Capital and Remy Investors. Pursuant to the
Underwriting Agreement, Remy Capital agreed to sell to the several Underwriters
and the Underwriters agreed to purchase 1,607,888 shares of Common Stock owned
directly by Remy Capital at a price of $39.50 per share (less an underwriting
discount of $1.78 per share). Remy Capital also agreed to sell to the
Underwriters and the Underwriters agreed to purchase Remy Capital's share of the
Remy Option (representing 165,000 shares following the stock split) at a price
of $35.824 per warrant share (the offering price less underwriting discounts and
applicable exercise price). In addition, Remy Capital and Remy Investors
granted the Underwriters a 30-day overallotment option whereby Remy Capital
agreed to sell to the Underwriters an additional 192,675 shares directly owned
by it at $39.50 per share (less an underwriting discount of 1.78 per share) and
Remy Investors agreed to sell to the Underwriters its share of the Remy Option
at a price of $35.824 per warrant share (the offering price less underwriting
discounts and applicable exercise price). The transfer of these shares and
warrants closed on October 6, 1997.
In addition, pursuant to the Underwriting Agreement, Remy Capital and
Remy Investors granted the Underwriters a 30-day overallotment option whereby
Remy Capital agreed to sell to the Underwriters up to an additional 192,675
shares directly owned by it at $39.50 per share (less an underwriting discount
of 1.78 per share) and Remy Investors agreed to sell to the Underwriters up to
its entire share of the Remy Option at a price of $35.824 per warrant share
(the offering price less underwriting discounts and applicable exercise
price). On October 7, the Underwriters exercised overallotment options to
purchase 96,000 shares of Common Stock from Remy Capital and to purchase from
Remy Investors the right under the Remy Option to purchase 99,000 shares.
These transactions closed on October 10, 1997.
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 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;
Page 7 of 12 Pages
<PAGE> 8
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.
(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(g)(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 3,514,762 shares of Common
Stock of the Company (approximately 21.4% of the Company's
outstanding shares). 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
Page 8 of 12 Pages
<PAGE> 9
by Remy Capital and, accordingly, is the beneficial owner of
3,580,762 shares (approximately 21.7% of the Company's
outstanding shares), of which 66,000 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, and, accordingly, is the
beneficial owner of 3,880,762 shares (approximately 23.1% of
the Company's outstanding shares), of which 366,000 shares may
be acquired within 60 days.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
Remy Capital: 3,514,762
Remy Investors: 3,580,762
Mark S. Siegel: 3,880,762
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
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF:
Remy Capital: 3,514,762
Remy Investors: 3,580,762
Mark S. Siegel: 3,880,762
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) TRANSACTIONS IN THE REPORTED CLASS OF SECURITIES
On September 30, 1997, Remy Capital and Remy Investors entered
into an Underwriting Agreement dated September 30, 1997 (the
"Underwriting Agreement") by and between the Issuer,
Prudential Securities Incorporated,
Page 9 of 12 Pages
<PAGE> 10
Lehman Brothers Inc., Rauscher Pierce Refsnes, Inc. and
Simmons & Company International, as Representatives of the
several Underwriters listed on Schedule 2 thereto (the
"Underwriters") and the Selling Security holders listed on
Schedules 1-A and 1-B thereto, including Remy Capital and Remy
Investors. Pursuant to the Underwriting Agreement, Remy
Capital has agreed to sell to the several Underwriters and the
Underwriters have agreed to purchase 1,607,888 shares of
Common Stock owned directly by Remy Capital at a price of
$39.50 per share (less an underwriting discount of $1.78 per
share). Remy Capital also has agreed to sell to the
Underwriters and the Underwriters have agreed to purchase Remy
Capital's share of the Remy Option (representing 165,000
shares following the stock split) at a price of $35.824 per
warrant share (the offering price less underwriting discounts
and applicable exercise price). In addition, Remy Capital and
Remy Investors have granted the Underwriters a 30-day
overallotment option whereby Remy Capital has agreed to sell to
the Underwriters an additional 192,675 shares directly owned by
it at $39.50 per share (less an underwriting discount of 1.78
per share) and Remy Investors has agreed to sell to the
Underwriters its share of the Remy Option at a price of $35.824
per warrant share (the offering price less underwriting
discounts and applicable exercise price).
The transfer of these shares and warrants closed on October 6, 1997.
In addition, pursuant to the Underwriting Agreement, Remy Capital and
Remy Investors granted the Underwriters a 30-day overallotment option whereby
Remy Capital agreed to sell to the Underwriters up to an additional 192,675
shares directly owned by it at $39.50 per share (less an underwriting discount
of 1.78 per share) and Remy Investors agreed to sell to the Underwriters up to
its entire share of the Remy Option at a price of $35.824 per warrant share
(the offering price less underwriting discounts and applicable exercise
price). On October 7, the Underwriters exercised overallotment options to
purchase 96,000 shares of Common Stock from Remy Capital and to purchase from
Remy Investors the right under the Remy Option to purchase 99,000 shares. These
transactions closed on October 10, 1997.
(d) - (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 to
Remy Capital grants the right on three separate occasions to require the
Company to register 5,218,650 shares of the Common Stock held by Remy Capital
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 Remy Capital against, and provide contribution with
respect to, certain liabilities, including liabilities incurred under the
Securities Act. 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.
On September 30, 1997, Remy Capital and Remy Investors entered into an
Underwriting Agreement dated September 30, 1997 (the "Underwriting Agreement")
by and between the Issuer, Prudential Securities Incorporated, Lehman Brothers
Inc., Rauscher Pierce Refsnes, Inc. and Simmons & Company International, as
Representatives of the several Underwriters listed on Schedule 2 thereto (the
"Underwriters") and the Selling Security holders listed on Schedules 1-A and
1-B thereto, including Remy Capital and Remy Investors. Pursuant to the
Underwriting Agreement, Remy Capital has agreed to sell to the several
Underwriters and the Underwriters have agreed to purchase 1,607,888 shares of
Common Stock owned directly by Remy Capital at a price of $39.50 per share
(less an underwriting discount of $1.78 per share). Remy Capital also has
agreed to sell to the Underwriters and the Underwriters have agreed to purchase
Remy Capital's share of the Remy Option (representing 165,000 shares following
the stock split) at a price of $35.824 per warrant share (the offering price
less underwriting discounts and applicable exercise price).
Page 10 of 12 Pages
<PAGE> 11
The transfer of these shares and warrants closed on October 6, 1997.
In addition, pursuant to the Underwriting Agreement, Remy Capital and
Remy Investors granted the Underwriters a 30-day overallotment option whereby
Remy Capital agreed to sell to the Underwriters up to an additional 192,675
shares directly owned by it at $39.50 per share (less an underwriting discount
of 1.78 per share) and Remy Investors agreed to sell to the Underwriters up to
its entire share of the Remy Option at a price of $35.824 per warrant share
(the offering price less underwriting discounts and applicable exercise
price). On October 7, the Underwriters exercised overallotment options to
purchase 96,000 shares of Common Stock from Remy Capital and to purchase from
Remy Investors the right under the Remy Option to purchase 99,000 shares. These
transactions closed on October 10, 1997.
The foregoing description of the Underwriting Agreement is a summary
and is qualified in its entirety by reference to such agreement, which is filed
as exhibit 4 hereto and incorporated by reference herein.
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 (previously filed with initial filing of
Schedule 13D).
(3) Stock Option Agreement entered into effective as of December
19, 1995, between Remy Investors and UTI Energy Corp.
(previously filed with Amendment No. 1 to Schedule 13D).
(4) Form of Stock Option Agreement between UTI Energy Corp. and
Mark S. Siegel, relating to (i) the grant to Mr. Siegel of
options to purchase 165,000 shares at $8.13 per share effective
February 13, 1997, and (ii) the grant to Mr. Siegel of options
to purchase 135,000 shares at $20.00 per share effective July
27, 1997. (previously filed with Amendment No. 2).
(5) Underwriting Agreement dated September 30, 1997, by and among
UTI Energy Corp., Prudential Securities Incorporated, Lehman
Brothers Inc., Rauscher Pierce Refsnes, Inc. and Simmons &
Company International, as representatives of the several
underwriters named therein, and the selling stockholders named
therein. (previously filed with Amendment No. 3)
Page 11 of 12 Pages
<PAGE> 12
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
Page 12 of 12 Pages
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
--------- -----------
<S> <C>
(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 (previously filed with initial filing of
Schedule 13D).
(3) Stock Option Agreement entered into effective as of December
19, 1995, between Remy Investors and UTI Energy Corp.
(previously filed with Amendment No. 1 to Schedule 13D).
(4) Form of Stock Option Agreement between UTI Energy Corp. and
Mark S. Siegel, relating to (i) the grant to Mr. Siegel of
options to purchase 165,000 shares at $8.13 per share effective
February 13, 1997, and (ii) the grant to Mr. Siegel of options
to purchase 135,000 shares at $20.00 per share effective July
27, 1997. (previously filed with Amendment No. 2)
(5) Underwriting Agreement dated September 30, 1997, by and among
UTI Energy Corp., Prudential Securities Incorporated, Lehman
Brothers Inc., Rauscher Pierce Refsnes, Inc. and Simmons &
Company International, as representatives of the several
underwriters named therein, and the selling stockholders named
therein. (previously filed with Amendment No. 3)
</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: October 4, 1997
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
