<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
UTI ENERGY CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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<PAGE> 2
UTI ENERGY CORP.
16800 Greenspoint Park Drive, Suite 225N
Houston, Texas 77060
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NOTICE OF 2000 ANNUAL MEETING
--------------------------------------------------------------------------------
The 2000 Annual Meeting of Stockholders (the "Meeting") of UTI Energy
Corp., a Delaware corporation, will be held in the Salon I Room of the Wyndham
Greenspoint Hotel, 12400 Greenspoint Drive, Houston, Texas 77060 at 9:00 a.m.,
local time, on July 26, 2000, to satisfy the following objectives:
o to elect two Class III directors for a three-year term to expire at
the 2003 Annual Meeting of Stockholders of UTI
o to consider and vote upon a proposed amendment to the UTI Energy
Corp. Restated Certificate of Incorporation to increase the
authorized shares of common stock from 50,000,000 to 100,000,000
o to approve an amendment to the UTI Energy Corp. 1997 Long-Term
Incentive Plan that would increase the number of shares available
for issuance under the plan
o to take action upon any other matters which may properly come before
the Meeting
Stockholders of record at the close of business on June 6, 2000, are
entitled to notice of and to vote at the Meeting and any adjournment thereof.
It is important that your shares be represented at the Meeting. I urge
you to sign, date and promptly return the enclosed proxy card in the enclosed
postage paid envelope.
BY ORDER OF THE BOARD OF DIRECTORS
John E. Vollmer III
Senior Vice President, Secretary, Treasurer and
Chief Financial Officer
, 2000
---------------
<PAGE> 3
UTI ENERGY CORP.
16800 Greenspoint Park Drive, Suite 225N
Houston, Texas 77060
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PROXY STATEMENT
--------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 26, 2000
This Proxy Statement is provided in connection with the solicitation by
the Board of Directors of UTI Energy Corp., a Delaware corporation, of proxies
to be voted at UTI's 2000 Annual Meeting of Stockholders (the "Meeting") to be
held in the Salon I Room of the Wyndham Greenspoint Hotel, 12400 Greenspoint
Drive, Houston, Texas 77060, on July 26, 2000, at 9:00 a.m., local time, and at
any adjournment thereof. This Proxy Statement and the accompanying proxy are
being mailed to UTI's stockholders on or about June 23, 2000.
Properly executed proxies received in time for the Meeting will be voted
as the stockholder has directed in the proxy, unless revoked by the stockholder
in the manner provided below. As to any matter for which no choice has been
specified in a proxy, the shares represented by the proxy will be voted by the
persons named in the proxy:
o "FOR"the election of the nominees to the Board of Directors
o "FOR" the approval of the amendment to UTI's Restated Certificate of
Incorporation that would increase the authorized shares of common
stock from 50,000,000 to 100,000,000
o "FOR" the approval of the amendment to UTI's 1997 Long-Term
Incentive Plan that would increase the number of shares authorized
for issuance under the plan
o "FOR" or "AGAINST" any other proposals which may be submitted at the
Meeting at the discretion of the persons named in the proxy
A stockholder giving a proxy may revoke it at any time before the proxy
is voted by giving written notice to the Secretary of UTI by:
o executing and delivering a proxy bearing a later date, or
o attending the Meeting and voting in person
PERSONS MAKING THE SOLICITATION
This Proxy Statement solicits proxies on behalf of the Board of
Directors of UTI. The total expense of such solicitation, including the cost of
preparing, assembling and mailing the proxy materials to stockholders, will be
borne by UTI. UTI anticipates that solicitations of proxies for the Meeting will
be made only by use of the mails; however, UTI may use the services of its
directors, officers and employees to solicit proxies personally or by telephone,
without additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be required to forward the proxy soliciting
materials to the beneficial owners of UTI's shares held of record by such
persons and UTI will reimburse such persons for their reasonable out-of-pocket
expenses incurred in that connection.
<PAGE> 4
SHARES OUTSTANDING AND VOTING RIGHTS
Only stockholders of record of UTI's common stock, $.001 par value (the
"Common Stock"), at the close of business on June 6, 2000 (the "Record Date")
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
At the close of business on the Record Date, there were ______ shares of UTI's
Common Stock issued and outstanding. Holders of record of UTI Common Stock on
the Record Date will be entitled to one vote per share on all matters to come
before the Meeting. A list of stockholders entitled to notice of and to vote at
the Meeting will be made available during regular business hours at the offices
of UTI Energy Corp., 16800 Greenspoint Park Drive, Suite 225N, Houston, Texas
77060, from July 15, 2000 through July 25, 2000 and at the Meeting, for
inspection by any stockholder for any purpose regarding the Meeting.
A majority of the total shares of UTI's Common Stock issued and
outstanding on the Record Date will constitute a quorum for the transaction of
business at the Meeting. The shares held by each stockholder who signs and
returns the enclosed form of proxy will be counted for purposes of determining
the presence of a quorum at the Meeting.
PROPOSAL NO. 1
ELECTION OF CLASS III DIRECTORS
Two directors will be elected at the Meeting to serve as Class III
directors for three-year terms ending at the 2003 Annual Meeting of Stockholders
or until such person's successor shall be duly elected and qualified. The
enclosed form of proxy provides a means for stockholders to:
o vote for all of the director nominees listed below
o withhold authority to vote for one or more of such nominees
o withhold authority to vote for all of such nominees
The withholding of authority by a stockholder will have no effect on the
results of the election because UTI's bylaws provide that directors are elected
by a plurality of the votes cast at the Meeting. The Board of Directors
recommends the election of Messrs. Vaughn E. Drum and Robert B. Spears as the
Class III Directors to serve for such three-year terms. Messrs. Drum and Spears
are currently directors of UTI.
Unless contrary instructions are set forth in the proxies, the persons
executing a proxy will vote all shares represented by such proxy for the
election as director of Messrs. Drum and Spears. Should Messrs. Drum or Spears
become unable or unwilling to accept nomination or election, it is intended that
the person acting under the proxy will vote for the election of such other
person as the Board of Directors of UTI may recommend. However, management has
no reason to believe that Messrs. Drum or Spears will be unable or unwilling to
serve if elected.
There are currently two Class III directorships up for election. Proxies
cannot be voted for other than such directorships. Pursuant to UTI's bylaws,
directors are elected to serve for three-year terms and until their successors
are elected or their earlier resignation or removal. Class III directors' terms
expire at the Meeting, Class I directors' terms expire in 2001 and Class II
directors' terms expire in 2002.
There currently are seven board seats authorized under UTI's bylaws.
There are no family relationships among any of the directors or executive
officers of UTI. In addition, there are no arrangements or understandings
between any director and any other person pursuant to which such director was
selected as a director.
3
<PAGE> 5
Set forth below is the name, age and position as of April 1, 2000 for
each of the directors and executive officers of UTI.
<TABLE>
<S> <C> <C>
NAME AGE POSITION
---- --- --------
Mark S. Siegel 49 Chairman of the Board and Class II Director
(director since 1995)
Vaughn E. Drum 54 President, Chief Executive Officer and
Class III Director (director since 1986)
Kenneth N. Berns 40 Class II Director (director since 1995)
Curtis W. Huff 42 Class I Director (director since 1997)
Terry H. Hunt 51 Class I Director (director since 1994)
Nadine C. Smith 42 Class I Director (director since 1995)
Robert B. Spears 73 Class III Director (director since 1994)
</TABLE>
----------------------
Mark S. Siegel - Mr. Siegel has served as Chairman of the Board and a
director of UTI since March 14, 1995. Mr. Siegel has been President of Remy
Investors and Consultants, Incorporated ("Remy Investors") 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 also Chairman of the Board, a member of the
Compensation Committee and a director of Variflex 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 UTI since December 1986. From 1980 through November
1986, Mr. Drum served in various capacities for UGI Development Company, a
subsidiary of UGI Corporation. Mr. Drum holds a B.S. in Petroleum Engineering
from Marietta College.
Kenneth N. Berns - Mr. Berns has served as a director of UTI since May
24, 1995. Mr. Berns has been an employee of Remy Investors 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. Prior to 1990, Mr. Berns was a senior manager of Spicer &
Oppenheim and a Vice President of Cantor Fitzgerald Financial Corporation. Mr.
Berns is the majority stockholder of RD Management, Inc., which is the General
Partner of Ridge Properties, Ltd. Mr. Berns is a Certified Public Accountant and
holds a Bachelors Degree in Business Administration from San Diego State
University and a Masters Degree in Taxation from Golden Gate University.
Curtis W. Huff - Mr. Huff has been Executive Vice President, Chief
Financial Officer and General Counsel of Weatherford International, Inc. since
January 2000. He served as Senior Vice President and General Counsel of
Weatherford from May 1998 to January 2000. Prior to that time, Mr. Huff was a
partner with the law firm of Fulbright & Jaworski L.L.P., UTI's counsel, and
held that position for more than five years.
4
<PAGE> 6
Terry H. Hunt - Mr. Hunt served as Senior Vice President - Strategic
Planning of PPL Corporation, an international electricity and natural gas
supplier, from October 1998 to March 2000 following the merger of Penn Fuel Gas,
Inc. into PPL. Mr. Hunt served as the President and Chief Executive Officer of
Penn Fuel Gas, Inc., a natural gas and propane distribution company, from 1992
to April 1999. From 1989 to 1992, Mr. Hunt was the President and Chairman of
Carnegie Natural Gas Company, a gas distribution and transportation company, and
of Apollo Gas Company, a natural gas distributor. From 1984 through 1988, he
served as Vice President of Delhi Gas Pipeline Corporation, an intrastate
pipeline company. Mr. Hunt holds a Bachelor of Engineering degree from the
University of Saskatchewan, Canada and a M.B.A. from Southern Methodist
University.
Nadine C. Smith - President, Aegis Asset Management, Inc. Prior to
April 2000, Ms. Smith was President and Chief Executive Officer of Enidan
Capital Corp., a private equity investment company. Previously, Ms. Smith was
an investment banker and principal with NC Smith & Co. and The First Boston
Corporation and a management consultant with McKinsey & Co. Ms. Smith is a
director of American Retirement Corporation, Aegis Asset Management and American
Southwest Holdings. Ms. Smith earned a bachelors degree in economics from Smith
College and a masters degree in business from Yale University.
Robert B. Spears - Since 1989, Mr. Spears has served as the Chairman
and Vice President, Business Development of Spears & Associates, Inc., a firm
which he founded in 1965. Spears & Associates is a leading research-based
consulting firm to the oil and natural gas industry worldwide.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met five times during the year ended December
31, 1999. Each director participated in at least 80% of all meetings of the
Board of Directors for which he or she was eligible and all meetings of each
committee for which he or she was eligible.
The Board of Directors has an Executive Committee, an Audit Committee
and a Compensation Committee. UTI does not have a nominating or other similar
committee.
The Executive Committee, which currently is composed of Messrs. Drum
and Siegel, has the authority to act for the Board in all matters arising
between regular or special meetings of the Board. The Executive Committee met
informally on numerous occasions during the year ended December 31, 1999.
The Audit Committee, which currently is composed of Messrs. Berns and
Spears and Ms. Smith, selects, subject to Board approval, the independent
accountants to audit UTI's books and records and considers and acts upon
accounting matters as they arise. The Audit Committee met once during the year
ended December 31, 1999.
The Compensation Committee, which currently is composed of Messrs. Hunt
and Spears, administers the employee stock option plan and similar plans of UTI
and determines the annual compensation to be paid to the executive officers of
UTI. The Compensation Committee met once during the year ended December 31,
1999.
5
<PAGE> 7
COMPENSATION OF DIRECTORS
Directors who are employees of UTI do not receive any additional
compensation for serving as a director or as a member of a committee of the
Board of Directors. UTI's non-employee directors are each entitled to receive:
o annual retainer fee of $5,000
o $700 each regular or special Board of Directors meeting attended
o $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 and committee meetings.
UTI currently maintains a Non-Employee Director Stock Option Plan (the
"Director Plan"). Under the Director Plan:
o options to purchase up to an aggregate of 300,000 shares of Common
Stock of UTI may be granted
o the purchase price per share shall be equal to the fair market value
of the Common Stock as of the date of the grant
o a grant of an option to purchase 7,500 shares of Common Stock is
awarded to each non-employee director as of the date he or she is
first elected
o automatic grants of an option to purchase 3,750 shares of Common
Stock on December 31 of each year to each non-employee director who
has served for a period of at least one year
o options to purchase 15,000 shares of Common Stock were awarded
pursuant to this provision in 1999
o no options will be granted after December 18, 2005
o all options issued expire five years from the date of grant
Messrs. Siegel, Berns and Drum each participate in UTI's 1996 Employee
Stock Option Plan and the 1997 Long-Term Incentive Plan and receive salaries in
their capacities as employees of UTI.
PROPOSAL NO. 2
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
GENERAL
By resolution adopted on April 27, 2000, the Board of Directors
proposed the adoption by the stockholders of an amendment to the Restated
Certificate of Incorporation of UTI pursuant to which the number of authorized
shares of Common Stock would be increased from 50,000,000 shares to 100,000,000
shares. The Board of Directors directed that the proposed amendment be submitted
to a vote by the stockholders at the Annual Meeting of Stockholders.
6
<PAGE> 8
If the stockholders approve the amendment as proposed by the Board of
Directors, the Restated Certificate of Incorporation of UTI will be amended and
the number of authorized shares of Common Stock will be increased to
100,000,000. Pursuant to the proposed amendment, the first paragraph of Article
IV of the Restated Certificate of Incorporation of UTI will be amended to read
as follows:
"A. Common Stock. The total number of shares of Common Stock which the
Corporation shall have authority to issue is One Hundred Million
(100,000,000), par value $0.001 per share."
Of the 50,000,000 currently authorized shares of Common Stock, as of
May 15, 2000, 18,483,397 shares were outstanding. As of May 15, 2000,
542,550 shares were reserved for issuance under UTI's employee and non-employee
director stock option plans and long-term incentive stock plan.
REASONS FOR THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors believes that the authorization of additional
shares of Common Stock will enable UTI to meet possible future developments
without the expense and delay of holding a meeting of stockholders to secure
their authorization when a specific need for the shares may arise. In addition,
the Board of Directors believes that it is desirable that UTI have the
flexibility to issue a substantial number of shares of Common Stock without
further stockholder action, except as otherwise provided by law. The
availability of additional shares will enhance UTI's flexibility in connection
with possible future actions, such as:
o stock splits
o stock dividends
o financings
o employee benefit programs
o corporate mergers and acquisitions
o asset purchases
o other corporate purposes
The Board of Directors will determine whether, when and on what terms
the issuance of shares of Common Stock may be warranted in connection with any
of the foregoing purposes. UTI does not have any current planned use of the
proposed additional shares of Common Stock.
The availability for issuance of additional shares of Common Stock or
rights to purchase such shares could enable the Board of Directors to render
more difficult or discourage an attempt to obtain control of UTI. For example,
the issuance of shares of Common Stock in a public or private sale, merger or
similar transaction would increase the number of outstanding shares, thereby
possibly diluting the interest of a party attempting to obtain control of UTI.
UTI is not aware of any pending or threatened efforts to obtain control of UTI
and the Board of Directors has no present intent to authorize the issuance of
additional shares of Common Stock to discourage such efforts.
If the proposed amendment is approved, all or any of the authorized
shares of Common Stock or preferred stock may be issued without further action
by the stockholders and without first offering such shares to the stockholders
for subscription. The issuance of Common Stock other than on a pro rata basis to
all current stockholders could have the effect of diluting the following:
o earnings per share
o book value per share
o voting power of current shareholders
7
<PAGE> 9
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO
THE RESTATED CERTIFICATE OF INCORPORATION.
Approval of the amendment to the Restated Certificate of Incorporation
requires the affirmative vote of the holders of a majority of the outstanding
shares of UTI Common Stock entitled to vote on the proposal and present in
person or by proxy at the Meeting. If not otherwise provided, proxies will be
voted "FOR" approval of the amendment to the Restated Certificate of
Incorporation. Abstentions will be counted as shares entitled to vote on the
proposal and will have the same effect as a vote "AGAINST" the proposal. A
broker non-vote will not be treated as a share entitled to vote on the proposal
and will have no effect on the outcome of the proposal.
PROPOSAL NO. 3
AMENDMENT TO 1997 LONG-TERM INCENTIVE PLAN
GENERAL
At the Meeting, the stockholders of UTI will be asked to vote on a
proposal to approve an amendment to the 1997 Long-Term Incentive Plan (the "1997
Plan") to increase the number of shares of Common Stock authorized for issuance
under the Plan. Approval of such amendment requires the affirmative vote of the
holders of a majority of the shares of Common Stock that are present in person
or by proxy and entitled to vote at the Meeting. The amendment to the 1997 Plan
increases the aggregate number of shares of Common Stock available for grant
under the 1997 Plan from 1,500,000 to 1,900,000.
REASONS FOR THE AMENDMENT TO THE 1997 PLAN
The 1997 Plan was initially adopted by the Board of Directors on July
23, 1997, and was approved by the stockholders of UTI at the annual meeting held
on August 28, 1997. At the annual meeting held on June 30, 1999, the
stockholders of UTI approved the increase of the aggregate number of shares
available for issuance under the 1997 Plan from 600,000 to 1,500,000. The Board
of Directors believes that the ability to grant stock-based compensation to its
employees is crucial to its continuing ability to attract and retain qualified
employees. Historically, the Board of Directors has relied on stock option
incentives as part of its compensation philosophy and structure to recruit and
retain certain key employees of UTI and its subsidiaries.
The Board of Directors believes that the 1997 Plan advances the best
interests of UTI, its subsidiaries and its stockholders by attracting, retaining
and motivating key employees. The 1997 Plan provides for the grant of awards to
certain key employees of UTI and its subsidiaries, thereby increasing the
personal stake of such key employees in the continued success and growth of UTI.
There are approximately 80 key employees of UTI and its subsidiaries currently
eligible to participate in the 1997 Plan, including Messrs. Drum, Siegel and
Berns.
Given UTI's growth over the last several years, the number of shares
available under the 1997 Plan has been depleted. As of May 15, 2000, only
324,250 shares of Common Stock remained available for grant under the 1997 Plan.
The Board of Directors has determined that an increase in the number of shares
available for grant under the 1997 Plan is necessary in order to continue to
provide an adequate level of performance-based incentive to UTI's management and
other key employees and to continue the Board of Director's ongoing philosophy
of utilizing stock-based awards as part of UTI's overall compensation structure.
Therefore, the Board of Directors has approved an amendment to the 1997 Plan to
increase the number of shares available for grant under the 1997 Plan by
400,000.
8
<PAGE> 10
The Board of Directors may at any time amend the terms of the 1997 Plan
or any awards thereunder, provided no outstanding award may be amended in a
manner adverse to the holder of such award. Stockholder approval of the
amendment, however, is required by the rules of the American Stock Exchange.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO
THE 1997 PLAN.
Approval of the amendment to the 1997 Plan requires the affirmative
vote of the holders of a majority of the outstanding shares of Common Stock
entitled to vote on the proposal and present in person or by proxy at the
Meeting. If not otherwise provided, proxies will be voted "FOR" approval of the
amendment to the 1997 Plan. Abstentions will be counted as shares entitled to
vote on the proposal and will have the same effect as a vote "AGAINST" the
proposal. A broker non-vote will not be treated as a share entitled to vote on
the proposal and will have no effect on the outcome of the proposal.
EXECUTIVE OFFICERS
Set forth below is the name, age and position as of April 1, 2000 for
each of the executive officers of UTI, each of whom serves at the pleasure of
the Board of Directors. There is no family relationship between any of the
individuals or any of UTI's directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mark S. Siegel 49 Chairman of the Board and Class II Director
Vaughn E. Drum 54 President, Chief Executive Officer and
Class III Director
John E. Vollmer III 44 Senior Vice President, Secretary, Treasurer and
Chief Financial Officer
Bruce Sauers 36 Vice President and Corporate Controller
Kenneth N. Berns 40 Assistant Secretary and Class II Director
</TABLE>
For additional information regarding Messrs. Siegel, Drum and Berns, see
"Election of Class III Directors" above.
John E. Vollmer III - Mr. Vollmer joined UTI in July 1998 and serves as
Senior Vice President, Secretary, Treasurer and Chief Financial Officer. Mr.
Vollmer was a financial consultant from October 1997 until joining UTI in 1998.
From 1992 until October 1997, Mr. Vollmer served in a variety of capacities at
Blockbuster Entertainment, including Senior Vice President-Finance and Chief
Financial Officer of Blockbuster Entertainment's Music Division. Mr. Vollmer is
a Certified Public Accountant and holds a B.A. in Accounting from Michigan State
University.
Bruce Sauers - Mr. Sauers has served as Vice President of UTI since
August 1998 and as Corporate Controller since December 1996. Prior to joining
UTI in 1996, Mr. Sauers was a manager in a regional public accounting firm. Mr.
Sauers is a Certified Public Accountant and holds a B.S. in Business
Administration from Shippensburg University of Pennsylvania.
9
<PAGE> 11
Summary Compensation Table
The following table sets forth information concerning compensation for
1999, 1998 and 1997 earned by or paid to (collectively, the "Named Executive
Officers"):
o UTI's Chief Executive Officer
o UTI's other executive officers whose total annual salary and bonus
exceeded $100,000 in 1999
o each employee for whom disclosure would be required except for the
fact that such individual was not serving as an executive officer of
UTI as of December 31, 1999
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
--------------------------------------------------------------------------------------
Securities
Other Annual Restricted Underlying All Other
Compensation Compensation Stock Compensation Compensation
Name and Principal Position Year Salary $ Bonus $ (1) $ Award(s) SARs(#) (2) $
--------------------------- ---- -------- ------------ ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Vaughn E. Drum 1999 170,040 25,000 -- -- 90,000 3,270
President and Chief 1998 170,040 200,000 -- -- 12,500(3) 3,229
Executive Officer 1997 156,530 115,681 -- -- 42,500 5,959
Mark S. Siegel 1999 100,000 -- -- -- 85,000 --
Chairman of the Board 1998 100,000 -- -- -- 385,000(3) --
1997 -- -- -- -- 550,000 --
John E. Vollmer III(4) 1999 150,000 25,000 -- -- 100,000 2,140
Senior Vice President, 1998 63,462 26,250 8,615(5) -- 125,000 --
Secretary, Treasurer and 1997 -- -- -- -- -- --
Chief Financial Officer
</TABLE>
------------------------
(1) The aggregate amounts of perquisites and other personal benefits, securities
or property is less than ten percent of each executive officer's combined
annual salary and bonus during the applicable year, except for compensation
paid to Mr. Vollmer for consultant services he provided prior to his
employment.
(2) Amounts set forth for 1999, 1998 and 1997 reflect UTI's contributions or
other allocations to defined contribution plans.
(3) In August 1998, the Board of Directors of UTI approved the repricing of
options to purchase an aggregate of 743,375 shares granted to employees of
UTI during 1998 and 1997. Pursuant to such action, Messrs. Drum and Siegel
had options to purchase 12,500 and 385,000 shares of Common Stock,
respectively, which were repriced and are included in this table as new
grants during 1998 although new options were not actually granted as a
result of such repricing.
(4) Mr. Vollmer became an officer of UTI in July 1998.
(5) See footnote (1) above.
Compensation Pursuant to Employee Benefit Plans
UTI maintains several plans intended to provide incentives to its key
employees. These plans are described below:
Incentive Compensation Plan. UTI maintains an Incentive Compensation
Plan established in 1987 (the "ICP"). Under the ICP, specified management
employees of UTI and its subsidiaries 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.
10
<PAGE> 12
Norton 1997 Stock Option Plan. In July of 1999, UTI acquired Norton
Drilling Services, Inc. Norton Drilling Services, Inc. had a stock option plan
which UTI assumed. The options vest over three years. No further shares of
Common Stock are available for grant under the plan.
1996 Employee Stock Option Plan. In August 1996, UTI's stockholders
approved UTI's 1996 Employee Stock Option Plan (the "1996 Plan"). Under the 1996
Plan, UTI can award options on up to 900,000 shares of Common Stock to certain
employees of UTI and its subsidiaries at a price equal to the fair market value
of the stock at the date the option is granted. In August of 1998, certain of
the options were repriced to the fair market value on the date of repricing. The
1996 Plan currently is administered by UTI's Compensation Committee. There are
currently 800 shares of Common Stock available for grant under the 1996 Plan.
1997 Long-Term Incentive Plan. In August 1997, UTI's stockholders
approved the 1997 Plan. Under the 1997 Plan, UTI may grant stock options, stock
appreciation rights ("SAR") issued independent or in tandem with such options,
restricted stock awards and performance awards to certain employees of UTI and
its subsidiaries. In August of 1998, certain of the options were repriced to the
fair market value on the date of repricing. In June of 1999, UTI's stockholders
increased the number of shares of Common Stock authorized for issuance under the
1997 Plan from 600,000 to 1,500,000. Options are to be granted at a price not
less than the fair market value of the Common Stock on the date the option is
granted. The options that have been granted under the 1997 Plan vest over zero
to five years. The 1997 Plan currently is administered by UTI's Compensation
Committee. There are currently 324,250 shares of Common Stock available for
grant under the 1997 Plan.
In April 2000, the Board of Directors approved amendments to the 1996
Plan and 1997 Plan to no longer allow repricing of options.
The following table sets forth information regarding grants of stock
options to the Named Executive Officers during 1999:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
NUMBER OF % OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS/SARS OPTION TERM
UNDERLYING GRANTED TO EXERCISE OR --------------------
NAME OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
GRANTED FISCAL YEAR ($/SH) DATE 5%($) 10%($)
------------------- ------------ ------------ ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Vaughn E. Drum 85,000 13.71% 9.8125 4/25/09 524,357 1,329,281
Mark S. Siegel 90,000 14.52% 9.8125 4/25/09 555,393 1,407,474
John E. Vollmer III 100,000 16.13% 9.8125 4/25/09 617,103 1,563,860
</TABLE>
11
<PAGE> 13
The following table sets forth information concerning stock options
exercised in 1999 and stock options unexercised at December 31, 1999 for the
Named Executive Officers:
AGGREGATED OPTION/SAR EXERCISES IN 1999
AND VALUE TABLE AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ON REALIZED DECEMBER 31, 1999 AT DECEMBER 31, 1999
NAME EXERCISE ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE ($)
-------------------- -------- -------- ------------------------- -----------------------------
<S> <C> <C> <C> <C>
Vaughn E. Drum 100,000 347,613 184,460 / 85,000 $3,543,188 / $1,099,688
Mark S. Siegel -- -- 416,667 / 223,333 $5,639,308 / $2,881,042
John E. Vollmer III -- -- 33,333 / 191,667 $429,167 / $2,473,958
</TABLE>
Employment Contracts
UTI has an employment agreement with Mr. Drum. The annual salary
currently payable under such agreement is $225,000, which may be increased by
UTI's Board of Directors or the Compensation Committee. The agreement has an
initial term of five years continuing through December 2000 and automatically
extends for an additional year upon the completion of the five-year term unless
either party provides notice to the other of the intention to terminate such
contract 120 days prior to the termination date. In addition, the employment
agreement entitles Mr. Drum to receive four weeks paid vacation per year and to
participate fully in all UTI employee plans and fringe benefit programs in which
other senior executives of UTI are eligible to participate.
In the event of a termination due to Mr. Drum's death or disability, his
estate is entitled to receive:
o unused vacation pay
o a pro-rated portion of the bonus (the "Pro-rated Bonus") which would
have been payable to Mr. Drum under the ICP Plan had he been employed
at the end of the year in which the termination occurred (the "Annual
Bonus")
o separation payment not more than fifty percent of Mr. Drum's
compensation in the most recent calendar year (the "Separation
Payment")
o vesting of all of Mr. Drum's interests, if any, under UTI stock option
plans and any other employee plans of UTI ("Plan Vesting")
In the event Mr. Drum retires in accordance with UTI's retirement
policies, he is entitled to receive:
o unused vacation pay
o Pro-rated Bonus
o Separation Payment
o Plan Vesting (but only to the extent provided in UTI's employee
benefit plans for retiring employees)
If Mr. Drum is terminated by UTI without cause, he is entitled to
receive:
o termination pay of one year's salary
o unused vacation pay
o Separation Payment
o Annual Bonus
o Plan Vesting
o continuation of all employee benefits, without any increase in cost to
him, for a period of 18 months following termination
12
<PAGE> 14
In connection with UTI's relocation of its corporate headquarters from
Wayne, Pennsylvania to Houston, Texas, UTI agreed to provide relocation
assistance if and when Mr. Drum's employment with UTI is terminated.
In 1997, the Compensation Committee approved employment arrangements
with Messrs. Siegel and Berns providing for annual salaries of $100,000 and
$50,000 for a period of five years. Effective February 20, 2000, the annual
salaries of Messrs. Siegel and Berns increased to $125,000 and $90,000,
respectively. In the event of a change in control of UTI, UTI's obligation to
pay such salaries would end and Messrs. Siegel and Berns would each be entitled
to payment of one year's salary and vesting of all options granted in connection
with such employment arrangements. Both Messrs. Siegel and Berns are entitled to
receive bonuses for extraordinary services solely within the discretion of the
Board of Directors and the Compensation Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to November 1997, the full Board of Directors approved grants of
stock options to UTI's executive officers and Messrs. Siegel and Berns as well
as salary levels of UTI's executive officers. In November 1997, the Board of
Directors delegated these responsibilities to the Compensation Committee, which
is comprised of Messrs. Hunt and Spears. Although the full Board of Directors
authorized the repricing of options during 1998 (with Messrs. Siegel, Drum and
Berns abstaining), it is intended that the Compensation Committee will determine
compensation awarded to UTI's executive officers in the future. The following
section sets forth certain transactions between members of the Board of
Directors and UTI.
CERTAIN TRANSACTIONS
In connection with Remy Capital Partners III, L.P.'s ("Remy")
acquisition of its ownership interest in UTI in March 1995, Remy succeeded to a
registration rights agreement with UTI. The registration rights agreement
provides Remy with the right to require UTI to use its best efforts to register
shares held by Remy under the Securities Act. In the event that such rights are
exercised in connection with a primary offering proposed by UTI (or a secondary
offering with which UTI agrees to participate), Remy would bear its pro-rata
share of the costs of the offering, other than legal, accounting and printing
costs which UTI shall bear. In the event that Remy elected to exercise such
rights other than in connection with an offering proposed by UTI, Remy will bear
all costs of the offering. These rights continue so long as Remy continues to
own the Common Stock that it acquired. The right to a demand registration may be
exercised three times.
Mr. Mark S. Siegel, Chairman of UTI, is President and sole stockholder
of Remy Investors, which is the General Partner of Remy. Kenneth N. Berns, a
director and employee of UTI, is an employee of Remy Investors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Annual Salaries and Other Cash Compensation
In November 1997, the Board of Directors delegated to the Compensation
Committee the responsibility to administer UTI's stock option plans and to
determine compensation levels for the Named Executive Officers, as well as any
compensation to be paid to Messrs. Berns and Sauers. Prior to such time, the
Board of Directors had administered UTI's stock option plans and had approved
compensation levels for the Named Executive Officers and Messrs. Berns and
Sauers based upon recommendations of the Compensation Committee.
13
<PAGE> 15
In considering the amount and form of compensation to be provided for
the Named Executive Officers of UTI, the Compensation Committee took into
consideration:
o the size of UTI
o UTI's financial results and condition
o the nature of UTI's business
o business conditions in the oil and gas field services and supplies
industries
o UTI's competitive position in the labor market for skilled
executives
o amounts paid by other firms to attract and retain executives of
comparable competence and experience
UTI has sought to provide salaries that are competitive but not
excessive and to provide incentive compensation, in the form of performance
related bonuses under the ICP, to encourage executive performance. The ICP,
which is described above, is also intended to diminish, for successful
employees, any potential competitive shortfall in their cash compensation.
The compensation of Mr. Drum, UTI's President and Chief Executive
Officer, was established to reflect the views of the Board of Directors
regarding his experience and performance and the performance of UTI in light of
prevailing competitive conditions. The Board believes that Mr. Drum is primarily
responsible for the implementation of Board policies. Mr. Drum has been
effective in integrating acquisitions and positioning UTI to take advantage of
improvements in demand and prices for UTI's services as they occur. Mr. Drum's
compensation is intended to reflect these views and to provide him incentives to
continue his successful leadership of UTI. In March 2000, Mr. Drum's annual
salary was increased to $225,000.
Compensation Pursuant to Employee Benefit Plans
It is the general policy of UTI to review stock-based compensation on an
annual basis. Awards of stock-based compensation reflect the Board's and
Compensation Committee's desire to provide UTI's employees who have substantial
responsibility for UTI's management and growth with additional incentive by
increasing their proprietary interest in the success of UTI. The decision
whether to grant stock options to any particular employee is based upon a
variety of factors, including position, performance, current share and stock
option ownership and the need to insure the continued employment of the employee
with UTI. Grants of 620,000 stock options were made to UTI's employees during
1999.
Section 162(m) Deduction Limitation
Section 162(m) of the Code imposes a limitation on deductions that can
be taken by a publicly held corporation for compensation paid to certain of its
executive officers. Under Section 162(m), a deduction is denied for compensation
paid in a tax year beginning on or after January 1, 1994, to the Named Executive
Officers to the extent that such compensation exceeds $1 million per individual.
Stock option grants pursuant to UTI's employee benefit plans may be exempt from
the deduction limit if certain requirements are met. The Board of Directors and
the Compensation Committee has considered the effect of Section 162(m) on UTI's
existing compensation program.
COMPENSATION COMMITTEE:
Terry H. Hunt
Robert B. Spears
14
<PAGE> 16
PERFORMANCE GROWTH
The following graph compares the cumulative stockholder return on the
Common Stock of UTI, for the period from December 31, 1994, through December 31,
1999, with the cumulative total return of the Standard and Poors 500 Stock Index
and a Company-determined peer group. UTI's peer group consists of Grey Wolf,
Inc., Nabors Industries, Inc., Key Energy Services, Inc., Patterson Energy, Inc.
and TMBR/SHARP Drilling Inc. All of the companies in UTI's peer group are
providers of contract oil and gas land drilling services. The graph assumes
investment of $100 on December 31, 1994 and reinvestment of all dividends.
[GRAPH]
<TABLE>
<CAPTION>
STARTING
BASIS
DESCRIPTION 1994 1995 1996 1997 1998 1999
----------------------------------- ---------- ------------- -------------- -------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
UTI ENERGY CORP ($) $100.00 $162.09 $920.94 $1,205.46 $574.34 $1,826.98
S & P 500 ($) $100.00 $138.67 $175.19 $ 222.33 $294.57 $ 325.05
PEER GROUP ONLY ($) $100.00 $177.91 $295.56 $ 394.85 158.37 $ 418.61
</TABLE>
The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to the Regulations of 14A or 14C under the Exchange Act or
to the liabilities of Section 18 under such act.
15
<PAGE> 17
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of May 15, 2000 the stock ownership
of UTI's Named Executive Officers and directors individually, all directors and
executive officers as a group and each person known by UTI to be the beneficial
owner of more than 5% of UTI's Common Stock.
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Percent
Beneficial Owner Ownership of Class
------------------------------------------ -------------------- --------
<S> <C> <C>
Other Beneficial Owners:
REMY Capital Partners III, L.P. 3,514,762(1) 19.0%
1801 Century Park East, Suite 1111
Los Angeles, CA 90067
REMY Investors & Consultants 3,580,762(1) 19.3%
Incorporated
1801 Century Park East, Suite 1111
Los Angeles, CA 90067
Directors and Named Executive Officers:
Mark S. Siegel 4,047,595(1) 21.2%
Vaughn E. Drum 285,233(2) 1.5%
Kenneth N. Berns 97,834(3) *
Curtis W. Huff 11,250(4) *
Terry H. Hunt 14,250(4) *
Nadine C. Smith 13,250(4) *
Robert B. Spears 13,350(4) *
John E. Vollmer III 71,250(2) *
(All directors and executive officers as a group
- 9 persons) 4,557,512(5) 23.6%
* indicates less than 1.0%
</TABLE>
1. The Common Stock beneficially owned by Remy Investors, which is the general
partner of Remy, includes the 3,514,762 shares of Common Stock owned by Remy
as well as presently exercisable options held by Remy Investors to purchase
66,000 shares of Common Stock. The Common Stock beneficially owned by Mr.
Siegel, who is the President and sole stockholder of Remy Investors, includes
the 3,580,762 shares of Common Stock and warrants beneficially owned by Remy
Investors as well as presently exercisable options held by Mr. Siegel to
purchase 466,833 shares of Common Stock, but does not include 173,167 shares
underlying stock options held by Mr. Siegel, which options are not presently
exercisable within sixty days from the date of this amendment.
16
<PAGE> 18
2. Includes shares underlying presently exercisable stock options held by Mr.
Drum to purchase 62,333 shares and presently exercisable stock options held
by Mr. Vollmer to purchase 71,250 shares. Does not include shares underlying
stock options held by Mr. Drum to purchase 65,167 shares and stock options
held by Mr. Vollmer to purchase 153,750 shares that are not presently
exercisable and will not become exercisable within sixty days.
3. Represents presently exercisable warrants and options owned by Mr. Berns to
purchase 97,834 shares. Does not include 59,166 shares underlying options
that are not presently exercisable within 60 days and does not include shares
of Common Stock or warrants beneficially owned by Remy Investors by whom Mr.
Berns is employed. Mr. Berns disclaims beneficial ownership of such shares
and warrants beneficially owned by Remy Investors.
4. Includes presently exercisable options owned by Messrs. Huff, Hunt and Spears
and Ms. Smith to purchase 11,250 shares. Does not include 3,750 shares
underlying stock options held by Messrs. Huff, Hunt and Spears and Ms. Smith
that are not presently exercisable and will not become exercisable within
sixty days.
5. Includes presently exercisable options to purchase 812,750 shares of Common
Stock. Does not include options to purchase 477,750 shares owned by such
individuals that are not exercisable within 60 days.
Except as stated herein, there are no arrangements known to UTI which may result
in a change in control of UTI and each stockholder has sole voting and
investment power with respect to UTI's Common Stock included in the above table.
OTHER MATTERS
SECTION 16(a) BENEFICIAL OWNERSHIP OF REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires UTI's
officers and directors and persons who beneficially own more than ten percent of
a registered class of UTI's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent stockholders are required by the
regulations promulgated under Section 16(a) to furnish UTI with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5s were
required for those persons, UTI believes that, during 1999, all filing
requirements applicable to officers, directors, and greater than ten percent
stockholders were complied with, except that UTI's reporting persons filed Form
5s one day late.
OTHER BUSINESS
As of the date of this Proxy Statement, management of UTI was not aware
of any matter to be presented at the Meeting other than as set forth herein. If
any other matters are properly brought before the Meeting, however, the shares
represented by valid proxies will be voted with respect to such matters in
accordance with the judgment of the persons voting them.
17
<PAGE> 19
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal by a Stockholder to be presented at UTI's 2001 Annual
Meeting of Stockholders (the "2001 Annual Meeting") must be received by UTI no
later than February 23, 2001, in order to be eligible for inclusion in UTI's
Proxy Statement and proxy used in connection with the 2001 Annual Meeting. In
addition, UTI's bylaws provide that in order for business to be properly brought
before the 2001 Annual Meeting, such business must be either:
o specified in the notice of the 2001 Annual Meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, or
o otherwise properly brought before the 2001 Annual Meeting by or at the
direction of the Board of Directors, or
o otherwise properly brought before the 2001 Annual Meeting by a
stockholder who:
(a) is a stockholder of record on the date of the giving of the notice
provided for below and on the record date for the determination of
stockholders entitled to vote at the 2001 Annual Meeting, and
(b) gives timely notice of such business in writing to the Secretary
of UTI. For a stockholder's notice to be timely it must be
delivered to or mailed and received at the principal executive
offices of UTI no earlier than March 28, 2001 and no later than
April 27, 2001; provided, however, that in the event the 2001
Annual Meeting is called for a date that is not within 30 days of
July 26, 2001, notice by a stockholder to be timely must be so
received not later than the close of business on the tenth day
following the day on which such notice of the date of the 2001
Annual Meeting was mailed or public disclosure of the 2001 Annual
Meeting date was made, whichever occurs first.
A stockholder's notice to the Secretary of UTI shall set forth:
o a brief description of each matter desired to be brought before the
2001 Annual Meeting and the reasons for conducting such business at
the 2001 Annual Meeting
o the name and record address of the stockholder proposing such business
o the class and number of shares of UTI that are beneficially owned by
the stockholder
o any material interest of the stockholder in such business
o a representation that such stockholder intends to appear in person or
by proxy at the 2001 Annual Meeting to bring such business before the
2001 Annual Meeting
INDEPENDENT ACCOUNTANTS
Ernst & Young LLP has served as UTI's independent accountants for at
least the past five years. It is anticipated that a representative of Ernst &
Young LLP will be present at the Meeting and will be entitled to make a
statement should he so desire and will be available to answer appropriate
questions.
18
<PAGE> 20
ANNUAL REPORT
UTI has elected to satisfy its obligation to furnish an Annual Report to
stockholders by providing stockholders with a copy of its Annual Report on Form
10-K for the year ended December 31, 1999, as filed with the Securities and
Exchange Commission, less exhibits. The financial statements and related
information contained therein are incorporated by reference into this Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
John E. Vollmer III
Senior Vice President, Secretary, Treasurer and
, 2000 Chief Financial Officer
----------------------
19
<PAGE> 21
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
UTI ENERGY CORP.
P The undersigned hereby appoints Vaughn E. Drum and John E. Vollmer III
proxies, each with power to act without the other and with power of
R substitution, and hereby authorizes them to represent and vote as
designated on the other side, all the shares of stock of UTI Energy Corp.
0 standing in the name of the undersigned with all powers which the
undersigned would possess if present at the Annual Meeting of Stockholders
X of UTI to be held July 26, 2000 or any adjournment thereof.
Y
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
*FOLD AND DETACH HERE*
UTI ENERGY CORP. ANNUAL
MEETING OF
STOCKHOLDERS
JULY 26, 2000 9:00 A.M., LOCAL TIME
WYNDHAM GREENSPOINT HOTEL
12400 GREENSPOINT DRIVE
HOUSTON, TX 77060
<PAGE> 22
<TABLE>
<S> <C> <C> <C>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED Please mark
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS. your votes as [X]
indicated in
this example
1. ELECTION OF DIRECTORS 4. In their discretion, the proxies are
authorized to vote upon any other matter
as may properly come before the meeting.
FOR all nominees listed WITHHOLD AUTHORITY
below (except as to vote for all nominees
marked to the contrary) listed below
[ ] [ ] I PLAN TO ATTEND THE MEETING. [ ]
Class III: Vaughn E. Drum, Robert B. Spears
(INSTRUCTIONS: To withhold authority to vote for any Please sign exactly as name appears
individual nominee, write that nominee's name in the below. When shares are held by joint
space provided below.) tenants, both should sign. When signing as
attorney, executor, administrator, trustee, or
_____________________________________________________ guardian, please give full title as such. If a
corporation, please sign in full corporate name
2. Amendment to the UTI Energy Corp. Restated by President or other authorized officer. If a
Certificate of Incorporation to increase the partnership, please sign in partnership name by
number of authorized shares. authorized person.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Amendment to the UTI Energy Corp. 1997 Dated: ______________________ , 2000
Long-Term Incentive Plan to increase the
number of shares available for issuance
under such plan. -------------------------------------
(Signature)
FOR AGAINST ABSTAIN
-------------------------------------
[ ] [ ] [ ] (Signature if held jointly)
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
-----------------------------------------------------------------------------------------------------------------------------
[FOLD AND DETACH HERE]
ANNUAL MEETING
OF
UTI ENERGY CORP.
WEDNESDAY, JULY 26, 2000
9:00 A.M., LOCAL TIME
WYNDHAM GREENSPOINT HOTEL
12400 GREENSPOINT DRIVE
HOUSTON, TX 77060
================================================================================
AGENDA
o Election of Directors
o Approval of Amendment to Restated Certificate of Incorporation
o Approval of Amendment to 1997 Long-Term Incentive Plan
o Any other matter as may properly come before the meeting
================================================================================
</TABLE>
