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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 26, 1999
UTI ENERGY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 001-12542 23-2037823
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
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16800 GREENSPOINT PARK
HOUSTON, TEXAS 77060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 873-4111
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EXHIBIT INDEX BEGINS ON PAGE 6.
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On July 26, 1999, UTI Energy Corp., a Delaware corporation (the
"Company"), acquired the outstanding capital stock of Norton Drilling Services,
Inc., a Delaware corporation ("Norton"), pursuant to a merger of a wholly-owned
subsidiary of the Company ("Sub") with and into Norton (the "Norton
Acquisition"). In connection with the Norton Acquisition, the Company issued
to the stockholders of Norton .2631579 shares of the Company's common stock,
$.001 par value ("Common Stock"), in exchange for each share of common stock of
Norton. The Company also repaid Norton's existing bank debt of approximately
$7.9 million at the closing. As of May 31, 1999, Norton reported 4,934,321
weighted average number of shares (basic and diluted) outstanding.
The Norton Acquisition was effected pursuant to an Agreement and Plan
of Merger dated as of April 26, 1999, by and between the Company, Norton, Sub,
and the primary stockholders of Norton. The purchase price was determined
through arms-length negotiations between the parties. Norton's assets include
sixteen oil and gas drilling rigs used in its contract drilling business. The
Company intends to utilize the Norton assets in its existing land drilling
operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
None required.
(b) Pro forma financial information.
None required.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated April 26, 1999
(the "Agreement and Plan of Merger"), by and between
the Company and Norton (incorporated by reference to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
99.1 Press Release
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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.
Dated: August 10, 1999 /s/ John E. Vollmer III
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John E. Vollmer III
Senior Vice President,
and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated April 26, 1999 (the "Agreement and
Plan of Merger"), by and between the Company and Norton (incorporated
by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
99.1 Press Release
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EXHIBIT 99.1
UTI ENERGY COMPLETES ACQUISITION NORTH DRILLING SERVICES, INC.
ADDS 16 RIGS WITH AVERAGE DEPTH CAPACITY OF MORE THAN 13,000 FEET,
INCLUDING TWO DEEP CAPACITY "SCR" RIGS
HOUSTON, TEXAS, AND LUBBOCK, TEXAS, JULY 26, 1999 -- UTI ENERGY CORP.
(AMEX: UTI) AND NORTON DRILLING SERVICES, INC. (OTCBB: NORT) jointly announced
that Norton's shareholders have today voted their approval of the sale of
Norton Drilling Services, Inc. of Lubbock, Texas, to UTI Energy Corp. for UTI
common stock. Upon this shareholder approval, the merger was officially
completed. Each Norton shareholder will receive one share of UTI common stock
for 3.8 shares of Norton. As of May 31, 1999, Norton reported 4,934,321
weighted average number of shares (basic and diluted) outstanding. Based upon
UTI's closing share price on Friday, July 23, 1999 of $15,125, the transaction
is valued at approximately $19.6 million.
Included in the transaction are Norton's 16 drilling rigs, three of
which are located in South Texas, two in Wyoming, and the remaining eleven in
New Mexico and West Texas. Norton's rigs have an average drilling capacity of
more than 13,000 feet, with the largest rig having a capacity of approximately
22,000 feet. The fleet includes two "SCR" Rigs, with an average drilling
capacity of about 21,000 feet.
Commenting on the successful completion of the acquisition, UTI's
chairman Mark S. Siegel said, "Norton Drilling Services brings to UTI 16
additional rigs that will enhance our deep drilling capability in key market
areas. We are also pleased to welcome Norton's quality people to our
organization, and we anticipate a very smooth and harmonious integration of the
two companies."
About UTI Energy
UTI Energy Corp. is a leading provider of contract drilling and
pressure pumping services in the continental United States. With the addition
of the sixteen Norton rigs, UTI has a total of 120 drilling rigs that provide
drilling services primarily in Texas, Oklahoma, New Mexico, and the Rocky
Mountains. The Company's pressure pumping subsidiary provides stimulation and
cementing services in the Northeast.
Statements made in this press release that state the Company's or
management's intentions, beliefs, expectations or predictions for the future
are forward-looking statements. It is important to note that the Company's
actual results could differ materially from those projected
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in such forward-looking statements. In addition to the factors set forth above,
other important factors that could cause actual results to differ materially
include, but are not limited to, the impact of recent declines in prices of oil
and gas on the demand for the Company's services and the risk of any further
declines in oil and gas prices that could adversely affect demand for the
Company's services, and their associated effect on day rates and rig
utilization, industry conditions, integration of acquisitions, demand for oil
and gas, and ability to retain management and field personnel. Additional
information concerning factors that could cause actual results to differ
materially from those in the forward-looking statements is contained from time
to time in the Company's SEC filings, including but not limited to the
Company's report on Form 10-K for the year ended December 31, 1998 and Forms
10-Q for fiscal 1999 reporting periods. Copies of these filings may be
obtained by contacting the Company or the SEC.
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