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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 (Date of earliest event reported):
February 7, 1997
DLB OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 0-26484 73-1352899
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation or
organization)
1601 N.W. Expressway, Suite 700, Oklahoma City, Oklahoma 73118-1401
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(405) 848-8808
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5. OTHER EVENTS.
On January 6, 1997, DLB Oil & Gas, Inc. ("DLB"), its wholly-owned
subsidiary, Acquisition Drilling, Inc. ("ADI"), and Bonray Drilling
Corporation ("Bonray"), executed a definitive Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which DLB would acquire Bonray for $30 in cash
per share of Bonray common stock utilizing a cash tender offer and a subsequent
statutory merger. Pursuant to the Merger Agreement, on January 10, 1997, ADI
commenced a cash tender offer (the "Tender Offer") for all the outstanding
common stock of Bonray for $30 per share in cash, net to the seller. The Tender
Offer expired at midnight, New York City time, on February 7, 1997. Thereafter,
ADI accepted for payment and paid for all 403,227 shares of Bonray common stock
tendered, representing approximately 95% of the outstanding Bonray common
stock. On February 11, 1997, ADI effected a statutory merger (the "Merger")
with Bonray, in which Bonray was the surviving corporation, and thus acquired
all the remaining Bonray common stock (20,313 shares) at a price of $30 per
share in cash and without interest.
The total amount of funds required to purchase all of the outstanding
shares of common stock of Bonray and to pay fees and expenses related to the
Tender Offer and Merger has been estimated to be approximately $13 million. The
Tender Offer and Merger have been funded by borrowings under DLB's existing
revolving credit facility with the lenders party thereto and First Union
National Bank of North Carolina, as agent.
DLB intends to continue to operate the business of Bonray
substantially as it has been previously conducted. Bonray provides onshore
contract drilling services to the oil and gas industry and currently owns and
operates fifteen land rigs in Oklahoma.
SIGNATURE
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 thereunto duly authorized.
DLB OIL & GAS, INC.
By: /s/ Mike Liddell
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Name: Mike Liddell
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February 13, 1997 Title: Chief Executive Officer
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