<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to Current Report on
Form 8-K
on
Form 8-K/A
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 27, 1997
UTI ENERGY CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 001-12542 23-2037823
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
485 Devon Park Drive, Suite 112
Wayne, Pennsylvania 19087
(Address of principal executive offices) (Zip Code)
</TABLE>
(Registrant's telephone number, including area code): (610) 971-9600
Not applicable
(Former name or former address, if changes since last report.)
EXHIBIT INDEX BEGINS ON PAGE 19
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The following financial statements of Quarles Drilling
Corporation are included in Appendix A hereto and
incorporated herein by reference:
Statements of Net Assets Acquired and Historical Statement of
Gross Drilling Contract Revenues, Direct Operating Expenses
and Depreciation of Drilling Operations of Quarles Drilling
Corporation as of and for the twelve months ended December
31, 1996, respectively.
(b) Pro Forma Financial Information
The pro forma financial information is included in Appendix B hereto
and incorporated herein by reference.
(c) Exhibits
* 2.1 Asset Purchase Agreement dated December 31, 1996 (the "Asset
Purchase Agreement"), by and between UTI Energy Corp. and
Quarles Drilling Corporation. Pursuant to Item 601(b)(2) of
Regulation S-K, schedules and similar attachments to the Asset
Purchase Agreement have not been filed with this exhibit.
Schedule 1 contains a list of certain of the assets purchased
by the Company pursuant to the terms and conditions of the
Asset Purchase Agreement. Schedule 2.1(e)(1) contains a list
of drilling contracts which the Company had the right to
assume pursuant the terms and conditions of the Asset Purchase
Agreement. The Company agrees to furnish supplementally any
omitted schedule to the Securities and Exchange Commission
upon request.
* 2.2 First Amendment to Asset Purchase Agreement dated as of
December 31, 1996, by and between UTI Energy Corp., Triad
Drilling Company and Quarles Drilling Corporation.
* 10.1 Second Amendment and Modification to the Mellon Line of Credit
dated August 15, 1996, by and among FWA Drilling Company,
Inc., International Petroleum Services Company, Triad Drilling
Company, Universal Well Services, Inc., USC, Incorporated, UTI
Energy Corp., UTICO, Inc., Viersen & Cochran Drilling Company
and Mellon Bank, N.A..
* 10.2 Third Amendment and Modification to the Mellon Line of Credit
dated January 23, 1997, by and among FWA Drilling Company,
Inc., International Petroleum Services Company, Triad Drilling
Company, Universal Well Services, Inc., USC, Incorporated, UTI
Energy Corp., UTICO, Inc., Viersen & Cochran Drilling Company
and Mellon Bank, N.A..
* 10.3 Loan and Security Agreement dated January 23, 1997, by and
among FWA Drilling Company, Inc., International Petroleum
Services Company, Triad Drilling Company, Universal Well
Services, Inc., USC, Incorporated, UTI Energy Corp., UTICO,
Inc., Viersen & Cochran Drilling Company and Mellon Bank,
N.A..
* 10.4 Amended and Restated Employment Agreement with Vaughn E. Drum
dated effective as of December 19, 1995.
1
<PAGE> 3
* 10.5 Amended and Restated Employment Agreement with Vincent J.
Donahue dated effective as of December 19, 1995.
* 10.6 Amended and Restated Employment Agreement with Gerald J. Guz
dated effective as of December 19, 1995.
* 10.7 Amended and Restated Employment Agreement with Terry L. Pope
dated effective as of December 19, 1995.
* 10.8 Amended and Restated UTI Energy Corp. 1996 Employee Stock
Option Plan.
* 10.9 Stock Option Agreement between UTI Energy Corp. and Remy
Investors & Consultants Incorporated dated effective December
19, 1995.
* 10.10 $4.0 million Note dated January 23, 1997, by FWA Drilling
Company, Inc., International Petroleum Services Company, Triad
Drilling Company, Universal Well Services, Inc., USC,
Incorporated, UTI Energy Corp, UTICO, Inc., Viersen & Cochran
Drilling Company in favor of Mellon Bank, N.A..
23.1 Consent of Coopers & Lybrand L.L.P.
* Previously filed with the Company's Current Report on Form 8-K dated
January 27, 1997.
2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
UTI ENERGY CORP.
--------------------
(REGISTRANT)
Date: April 11, 1997 /s/ P. Blake Dupuis
---------------------------- ---------------------------------
P. Blake Dupuis, Vice President,
Chief Financial Officer and
Chief Accounting Officer
Signing on behalf of the registrant and
as principal financial officer
3
<PAGE> 5
APPENDIX A
FINANCIAL STATEMENTS
OF
BUSINESS ACQUIRED
<PAGE> 6
QUARLES DRILLING CORPORATION
AUDITED FINANCIAL STATEMENTS
Year Ended December 31, 1996
CONTENTS
<TABLE>
<S> <C>
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Statement of Net Assets Acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
Historical Statement of Gross Drilling Contract Revenues, Direct Operating Expenses
and Depreciation of the Drilling Operations of Quarles Drilling Corporation . . . . . . . . . . . . . . . . . . . . A-3
Notes to the Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
</TABLE>
<PAGE> 7
Report of Independent Accountants
Board of Directors
UTI Energy Corp.
We have audited the accompanying statement of net assets acquired and the
historical statement of gross drilling contract revenues, direct operating
expenses and depreciation of the drilling operations of Quarles Drilling
Corporation ("Quarles"), (collectively, the "Statements"), as of and for the
year ended December 31, 1996. These Statements are the responsibility of
Quarles' management and the management of UTI Energy Corp.. Our responsibility
is to express an opinion on the Statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the
Statements. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying Statements were prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission (for inclusion
in the Form 8-K of UTI Energy Corp.) as described in Note 2 and are not
intended to be a complete presentation of Quarles' assets, liabilities,
revenues and expenses.
In our opinion, the Statements referred to above present fairly, in all
material respects, the net assets acquired and historical gross drilling
contract revenues, direct operating expenses and depreciation of Quarles'
drilling operations, as described in Note 2 as of December 31, 1996 and for the
year then ended, in conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
Tulsa, Oklahoma
March 25, 1997
A-1
<PAGE> 8
Quarles Drilling Corporation
Statement of Net Assets Acquired
December 31, 1996
<TABLE>
<CAPTION>
Drilling and related equipment
<S> <C>
Rigs $ 12,611,100
Tubulars 3,240,600
Yard equipment 379,138
----------------
Net assets acquired $ 16,230,838
================
</TABLE>
The accompanying notes are an integral
part of these statements.
A-2
<PAGE> 9
Quarles Drilling Corporation
Historical Statement of Gross Drilling Contract Revenues,
Direct Operating Expenses and Depreciation of
the Drilling Operations of
Quarles Drilling Corporation
For the Year Ended December 31, 1996
<TABLE>
<S> <C>
Gross drilling contract revenues $ 24,227,676
Direct operating expenses (24,711,099)
Depreciation (847,248)
----------------
Excess of direct operating expenses
and depreciation over gross
drilling contract revenues $ (1,330,671)
================
</TABLE>
The accompanying notes are an integral
part of these statements.
A-3
<PAGE> 10
Quarles Drilling Corporation
Notes to the Statements
1. ACQUISITION
On January 27, 1997, UTI Energy Corp. ("UTI") acquired certain drilling
rigs and related equipment (the "Assets") from Quarles Drilling Corporation
("Quarles"), pursuant to an asset purchase agreement dated December 31,
1996. The purchase price of the Assets consisted of $8,100,000 in cash and
256,175 shares of UTI common stock. Based upon the market price of UTI
common stock at a designated date, as defined in the agreement, UTI may be
required to issue additional shares of common stock to Quarles or Quarles
may be required to return shares of common stock to UTI.
2. BASIS OF PRESENTATION
The Statements present the net assets acquired and the historical gross
drilling contract revenues, direct operating expenses and depreciation
related to the assets acquired by UTI. The Statement of Net Assets
Acquired gives effect to the allocation of the purchase price, which is
based on a determination of the fair market value by an independent
valuation firm, dated March 6, 1997. The Historical Statement of Gross
Drilling Contract Revenues, Direct Operating Expenses and Depreciation
reflects the historical gross drilling contract revenues, operating
expenses and depreciation directly related to the assets acquired, and,
accordingly includes contract revenues and operating expenses related to
both dayrate and turnkey contracts. Quarles recognized revenues and
expenses on dayrate contracts as the work progressed and recognized turnkey
contract revenues to offset rig operating expenses incurred, while the
contracts were in process. Profit on turnkey contracts (fixed price) were
deferred until contract completion because Quarles bore the risk of
completing the contract prior to being compensated for its services.
Losses on turnkey contracts were recognized at the time management
determined that a loss would be incurred. Drilling and related equipment
was depreciated using the straight-line method over the estimated useful
lives of the related assets.
Quarles was primarily engaged in the domestic onshore contract oil and gas
drilling operations and in the acquisition of, exploration for, and
development of, domestic oil and gas reserves. Quarles' historical
accounting records reflect the direct operating revenues, direct operating
expenses and depreciation attributable to its contract drilling operations
and certain other related revenues and expenses, including an arbitrary
allocation of corporate overhead. Presented below is certain unaudited
historical financial information related to Quarles' drilling operations
for the year ended December 31, 1996.
<TABLE>
<S> <C>
Real estate rental revenue $ 51,000
Net gain on sales of assets (includes
$2,588,993 gain on sale of a drilling rig) 2,582,492
Other income 123,200
Allocated corporate overhead 1,032,434
</TABLE>
A-4
<PAGE> 11
Quarles Drilling Corporation
Notes to the Statements
As noted above, UTI acquired substantially all of the direct operating
assets of Quarles' drilling operations and assumed the in-progress dayrate
contracts. UTI did not acquire Quarles' field offices nor any of its
corporate assets nor did UTI assume any in-progress turnkey contracts.
Accordingly, the indirect revenues and allocated overhead (general and
administrative expenses) have not been included in the accompanying
Historical Statement of Gross Drilling Contract Revenues, Direct Operating
Expenses and Depreciation. Additionally, interest expense and income taxes
which have historically not been allocated by Quarles to its operating
divisions have also not been included in such statement.
A-5
<PAGE> 12
APPENDIX B
PRO FORMA FINANCIAL INFORMATION
<PAGE> 13
UTI Energy Corp.
Pro Forma Financial Statements
Acquisition of Quarles Drilling Corporation
Acquisition of Viersen & Cochran Drilling Company
(Unaudited)
On January 27, 1997 pursuant to the terms and conditions of an Asset
Purchase Agreement dated as of December 31, 1996 (the "Asset Purchase
Agreement"), by and between UTI Energy Corp., a Delaware corporation (the
"Company"), and Quarles Drilling Corporation, an Oklahoma corporation
("Quarles"), the Company purchased the contract drilling assets (the "Quarles
Assets") of Quarles for a total purchase price of $16.2 million (the "Purchase
Price"). The Purchase Price was determined through arms-length negotiations
between the parties. The Quarles Assets, which were utilized in Quarles'
contract drilling business, consist of eight operating drilling rigs and one
stacked drilling rig and various equipment and rig components. The Company
intends to utilize the Quarles Assets in its existing contract drilling
operations.
In connection with the Company's acquisition of the Quarles Assets, the
Company retained, Don Quarles, the President of Quarles, as a consultant to the
Company.
Pursuant to the terms of the Asset Purchase Agreement, the Purchase Price
was paid utilizing $8.1 million in cash and 256,175 shares of Common Stock
having a value at the time the agreement was negotiated of $8.1 million,
subject to adjustment as described below. The cash portion of the Purchase
Price was funded with $4.1 million in borrowings under the Company's existing
line of credit (the "Line of Credit") with Mellon Bank, N.A. ("Mellon") and a
new $4.0 million term loan (the "Term Loan") with Mellon. The borrowings under
the Line of Credit and Term Loan bore interest at the bank's prime rate and are
secured by a pledge of certain of the Company's rigs, accounts receivable and
inventory.
Under the terms of the Asset Purchase Agreement, Quarles is entitled to
receive additional shares of Common Stock in the event the average market price
(as defined in the Asset Purchase Agreement) of the Common Stock on the date a
registration statement covering the resale of the Common Stock issued to
Quarles is declared effective is less than $31.69 per share. 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 average market price of
the Common Stock on such date. In the event the average 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. The
Company has granted Quarles certain registration rights with respect to the
Common Stock issued in connection with the acquisition.
On August 14, 1996, the Company entered into a Stock Purchase Agreement
with The Sam K. Viersen Jr. Trust dated September 9, 1986 as Amended and
Restated on May 11, 1994, pursuant to which a subsidiary of the Company
purchased all of the outstanding shares of capital stock of the Viersen &
Cochran Drilling Company ("Viersen"). Under the terms of the Stock Purchase
Agreement, the consideration paid by the Company for the Shares, which was
arrived at through arms- length negotiations between the parties, consisted of
(i) $6,000,000 in cash paid on August 14, 1996 (a portion of which the Company
borrowed under its existing credit agreement); (ii) a two-year $8,000,000
promissory note executed by the Company in favor of the Seller; and (iii) stock
warrants to purchase 200,000 shares of the Company's common stock, $.001 par
value, at $15 per share.
B-1
<PAGE> 14
UTI Energy Corp.
Pro Forma Financial Statements
Acquisition of Quarles Drilling Corporation
Acquisition of Viersen & Cochran Drilling Company
(Unaudited)
The Promissory Note bore interest at the rate of 6% per annum and was
payable in full on or before August 14, 1998. The terms of the Promissory Note
required the Company to make a principal payment of $1,500,000 on or before
August 14, 1997 and an additional principal payment of $1,500,000 on or before
February 14, 1998. The Company had the option under the Promissory Note to pay
Seller $7,655,000 plus accrued interest on or before April 14, 1997 in full
satisfaction of the Promissory Note. The Company's obligations under the
Promissory Note were guaranteed by Viersen and were secured by a pledge of the
assets of Viersen pursuant to a security agreement. On April 11, 1997, the
Company repaid in full the outstanding principal and accrued interest on the
Promissory Note.
The unaudited pro forma balance sheet as of December 31, 1996 assumes that
the acquisition of Quarles occurred on December 31, 1996. The unaudited pro
forma statement of income assume that the acquisitions of Quarles and Viersen
occurred on January 1, 1996.
B-2
<PAGE> 15
UTI ENERGY CORP.
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
December 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Quarles
UTI Acquisition
As Adjustments
Reported Amount(1) Notes Pro Forma
-------- --------- ----- ---------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 570 $ $ 570
Accounts receivable 17,831 17,831
Other receivables 598 598
Materials and Supplies 874 874
Prepaid expenses 1,749 1,749
--------- --------- --------
21,622 0 21,622
PROPERTY AND EQUIPMENT
Property and equipment 63,000 16,231 (A) 79,231
Less accumulated depreciation and amortization (23,149) (23,149)
--------- --------- --------
39,851 16,231 56,082
OTHER ASSETS 397 397
--------- --------- --------
$ 61,870 $ 16,231 $ 78,101
========= ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT ASSETS
Current portion of long-term debt $ 4,507 $ $ 4,507
Accounts payable 7,945 7,945
Accrued payroll costs 2,445 2,445
Other accrued expenses 964 31 (B) 995
--------- --------- --------
15,861 31 15,892
LONG-TERM DEBT, less current portion 14,658 8,100 (C) 22,758
DEFERRED INCOME TAXES 8,305 8,305
OTHER LIABILITIES 350 350
SHAREHOLDERS' EQUITY
Common stock 4 4
Additional capital 17,877 8,100 (D) 25,977
Retained earnings 4,916 4,916
Restricted stock plan unearned compensation (101) (101)
--------- --------- --------
22,696 8,100 30,796
--------- --------- --------
$ 61,870 $ 16,231 $ 78,101
========= ========= ========
</TABLE>
(1) The audited Statement of Net Assets Acquired for Quarles Drilling
Corporation as of December 31, 1996 gives effect to the allocation of the
purchase price, which is based on a determination of the fair market
value by an independent valuation firm dated March 6, 1997. The amount
reported for Quarles property equipment was derived from this Statement.
See accompanying notes to Pro Forma Condensed Consolidated Financial Statements
B-3
<PAGE> 16
UTI ENERGY CORP.
Pro Forma Condensed Consolidated Statement of
Income (Unaudited)
Year Ended December 31, 1996
(in thousands, except share date)
<TABLE>
<CAPTION>
(1)
UTI V & C Acquisition Quarles Acquisition
as as Adjustments as Adjustments
Reported Reported Amount Notes Reported Amount Notes Pro Forma
---------- -------- -------- ----- ---------- -------- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
REVENUES $ 97,301 $ 3,248 $ (1,522)(A) $ 24,228 $ $ 123,255
COSTS AND EXPENSES
Cost of Sales 78,257 1,842 24,711 104,810
Selling, general and administrative 7,768 747 (629)(B) - (G) 7,886
Depreciation and amortization 4,292 88 577 (C) 847 680 (C) 6,484
---------- -------- ---------- --------- --------- ----------
90,317 2,677 (52) 25,558 680 119,180
---------- -------- ---------- --------- --------- ----------
Operating Income 6,984 571 (1,470) (1,330) (680) 4,075
OTHER INCOME (EXPENSE)
Interest Expense (1,148) (492)(D) 668 (D) (972)
Other 1,341 1,341
---------- -------- ---------- --------- --------- ----------
193 0 (492) 0 668 369
---------- -------- ---------- --------- --------- ----------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 7,177 571 (1,962) (1,330) (12) 4,444
INCOME TAXES 2,324 (473)(E) (429)(E) 1,422
---------- -------- ---------- --------- --------- ----------
INCOME FROM CONTINUING OPERATIONS $ 4,853 $ 571 $ (1,489) $ (1,330) $ 417 $ 3,022
========== ======== ========== ========= ========= ==========
Earnings per common share:
Continuing operations
Primary $ 1.26 $ 50.52 $ 0.74
========== ======== ==========
Fully diluted $ 1.27 $ 50.52 $ 0.74
========== ======== ==========
Average common shares outstanding
Primary 3,813,062 11,300 (11,300)(F) 256,175 (H) 4,069,237
Fully diluted 3,853,164 11,300 (11,300)(F) 256,175 (H) 4,109,339
</TABLE>
(1) The audited Historical Statement of Gross Drilling Contract Revenues,
Direct Operating Expenses and Depreciation. This Statement reflects
the historical gross drilling contract revenues, direct operation
expenses and depreciation directly related to the assets acquired.
See accompanying notes to Pro Forma Condensed Consolidated Financial Statements.
B-4
<PAGE> 17
UTI Energy Corp.
Notes to Pro Forma Condensed Consolidated Financial Statements
The purchase of the contract drilling assets of Quarles Drilling Company
("Quarles") was completed for $16.2 million in cash and common stock on January
27, 1997. The pro forma financial statements have been prepared by UTI
management based upon the financial statements of Quarles Drilling Company
included elsewhere herein. The pro forma statements may not be indicative of
the results that actually would have occurred if the acquisition had occurred
on the dates indicated or which may be obtained in the future. The pro forma
financial statements should be read in conjunction with the financial
statements and notes of Quarles Drilling Company contained elsewhere herein and
UTI's financial statements and notes contained in its Annual Report on Form
10-K for the year ended December 31, 1996.
A summary of the purchase price calculation for the Quarles Assets acquisition
follows:
<TABLE>
<CAPTION>
000's
----------
<S> <C>
Cash paid to Seller (borrowed by UTI
under an existing line of credit and
a new term loan) $ 8,100
256,175 shares of UTI common stock
issued to Seller 8,100
----------
Total cash and stock 16,200
Add accrual for estimated transaction fees 31
----------
$ 16,231
===========
Property and equipment $ 16,231
===========
</TABLE>
B-5
<PAGE> 18
UTI Energy Corp.
Notes to Pro Forma Condensed Consolidated Financial Statements
Adjustments to December 31, 1996 Pro Forma Condensed Consolidated
Balance Sheet (Unaudited).
(A) Value of Quarles net assets acquired
(B) Accrued estimated transaction costs
(C) Borrowings to fund the acquisition
(D) Stock issued pursuant to Asset Purchase Agreement
Adjustments to Pro Forma Condensed Consolidated Statement of Income
(Unaudited) for the year ended December 31, 1996.
(A) Eliminate gain on sale of assets.
(B) Eliminate selling, general and administrative expenses which the
Company believes will not be incurred on an ongoing basis.
(C) Adjust depreciation expense based upon the restated value of property
and equipment.
(D) Increase interest expense resulting from acquisition debt offset by
debt not assumed for Viersen.
(E) Adjust tax expense or (benefit) at marginal rate.
(F) The warrants issued to seller have been included in the average common
shares outstanding for the Company at December 31, 1996.
(G) The Company does not expect to incur any incremental general and
administrative expenses as a result of the acquisition.
(H) Stock issued pursuant to Asset Purchase Agreement. The number of
shares ultimately to be issued is dependent upon the average market
price (as defined in the Asset Purchase Agreement) of the Common Stock
on the date a registration statement covering the resale of the Common
Stock issued to Quarles is declared effective. The shares issued
reflected in the Pro Forma Condensed Consolidated Statement of Income
assumed a share price of $31.69.
B-6
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
---- -----------
<S> <C>
* 2.1 Asset Purchase Agreement dated December 31, 1996 (the "Asset Purchase Agreement"), by and between UTI Energy
Corp. and Quarles Drilling Corporation. Pursuant to Item 601(b)(2) of Regulation S-K, schedules and similar
attachments to the Asset Purchase Agreement have not been filed with this exhibit. Schedule 1 contains a list
of certain of the assets purchased by the Company pursuant to the terms and conditions of the Asset Purchase
Agreement. Schedule 2.1(e)(1) contains a list of drilling contracts which the Company had the right to assume
pursuant the terms and conditions of the Asset Purchase Agreement. The Company agrees to furnish supplementally
any omitted schedule to the Securities and Exchange Commission upon request.
* 2.2 First Amendment to Asset Purchase Agreement dated as of December 31, 1996, by and between UTI Energy Corp.,
Triad Drilling Company and Quarles Drilling Corporation.
* 10.1 Second Amendment and Modification to the Mellon Line of Credit dated August 15, 1996, by and among FWA Drilling
Company, Inc., International Petroleum Services Company, Triad Drilling Company, Universal Well Services, Inc.,
USC, Incorporated, UTI Energy Corp., UTICO, Inc., Viersen & Cochran Drilling Company and Mellon Bank, N.A..
* 10.2 Third Amendment and Modification to the Mellon Line of Credit dated January 23, 1997, by and among FWA Drilling
Company, Inc., International Petroleum Services Company, Triad Drilling Company, Universal Well Services, Inc.,
USC, Incorporated, UTI Energy Corp., UTICO, Inc., Viersen & Cochran Drilling Company and Mellon Bank, N.A..
* 10.3 Loan and Security Agreement dated January 23, 1997, by and among FWA Drilling Company, Inc., International
Petroleum Services Company, Triad Drilling Company, Universal Well Services, Inc., USC, Incorporated, UTI
Energy Corp., UTICO, Inc., Viersen & Cochran Drilling Company and Mellon Bank, N.A..
* 10.4 Amended and Restated Employment Agreement with Vaughn E. Drum dated effective as of December 19, 1995.
</TABLE>
<PAGE> 20
<TABLE>
<S><C>
* 10.5 Amended and Restated Employment Agreement with Vincent J. Donahue dated effective as of December 19, 1995.
* 10.6 Amended and Restated Employment Agreement with Gerald J. Guz dated effective as of December 19, 1995.
* 10.7 Amended and Restated Employment Agreement with Terry L. Pope dated effective as of December 19, 1995.
* 10.8 Amended and Restated UTI Energy Corp. 1996 Employee Stock Option Plan.
* 10.9 Stock Option Agreement between UTI Energy Corp. and Remy Investors & Consultants Incorporated dated effective
December 19, 1995.
* 10.10 $4.0 million Note dated January 23, 1997, by FWA Drilling Company, Inc., International Petroleum Services
Company, Triad Drilling Company, Universal Well Services, Inc., USC, Incorporated, UTI Energy Corp, UTICO,
Inc., Viersen & Cochran Drilling Company in favor of Mellon Bank, N.A..
23.1 Consent of Coopers & Lybrand L.L.P.
* Previously filed with the Company's Current Report on Form 8-K dated January 27, 1997.
</TABLE>
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
UTI Energy Corp. on Form S-8 (File No. 333-13261) of our report dated March 25,
1997, on our audit of the statement of net assets acquired and the historical
statement of gross drilling contract revenues, direct operating expenses and
depreciation of the drilling operations of Quarles Drilling Corporation as of
December 31, 1996, and for the year then ended, which report is included in this
Form 8-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
April 10, 1997
