SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. __)(1)
TMBR/SHARP DRILLING, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
872 57P101
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(CUSIP Number)
CLOYCE A. TALBOTT
CHIEF EXECUTIVE OFFICER
PATTERSON-UTI ENERGY, INC.
4510 LAMESA HIGHWAY
SNYDER, TEXAS 79549
(915) 574-6300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 11, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8
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CUSIP NO. 872 57P101 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PATTERSON-UTI ENERGY, INC.
75-2504748
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
N/A [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 1,058,597**
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY EACH -0-
REPORTING -------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
762,597**
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10 SHARED DISPOSITIVE POWER
265,000**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,058,597**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ] [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%**
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14 TYPE OF REPORTING PERSON
CO
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* See Item 3 herein.
**See Item 5 herein.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of the common stock,
par value $0.10 per share (the "Common Stock"), of TMBR/Sharp Drilling, Inc.
(the "Issuer"). This Statement is being filed by the Reporting Person (as
defined herein) to report a transaction by virtue of which the Reporting Person
may be deemed to be the beneficial owner of more than 5% of the outstanding
shares of the Common Stock. The address of the principal executive offices of
the Issuer is 4607 W. Industrial, Midland, Texas 79703.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Patterson-UTI Energy, Inc., a Delaware
corporation (the "Reporting Person"). The Reporting Person's principal business
is to operate land-based drilling rigs, provide drilling fluids, completion
fluids and related services to oil and natural gas producers, provide pumping
services and, to a lesser extent, engage in the development, exploration,
acquisition and production of oil and natural gas. The Reporting Person's
principal business and office address is 4510 Lamesa Highway, Snyder, Texas
79549.
During the last five years, neither the Reporting Person, nor to its
knowledge, any executive officer, director or controlling person of the
Reporting Person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither the Reporting Person, nor to its
knowledge, any executive officer, director or controlling person of the
Reporting Person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Addendum A attached to this Statement on Schedule 13D and incorporated
by reference hereto sets forth the additional information required by Item 2
with respect to the Reporting Person and its executive officers and directors.
Each of the persons listed on Addendum A is a citizen and resident of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Roper Family Properties, Ltd., a Texas limited partnership, the Estate
of Joe G. Roper, Patricia R. Elledge, Judy Kathleen Roper Davis and Jeanie
Elisabeth Cornelius (collectively, the "Sellers") and the Reporting Person,
entered into a Stock Purchase Agreement dated as of June 11, 2002 (the "Purchase
Agreement"). Pursuant to the terms of the Purchase Agreement, on June 14, 2002
the Reporting Person purchased 762,597 shares of Common Stock from the Sellers
for an aggregate cash purchase price of $12,659,110.20.
The Sellers granted to the Reporting Person an option (the "Option") to
purchase 195,000 shares (the "Option Securities") of Common Stock at any time,
from time to time, in whole or in part (as determined by the Reporting Person)
on or after October 26, 2002 at a price per share of $16.60. The Option expires
at the earlier of the termination of the Purchase Agreement and 5:00 p.m.
Central Time on December 16, 2002.
Page 3 of 8
At any time, from time to time, on or after October 26, 2002, the
Sellers may request that the Reporting Person purchase, and the Reporting Person
shall be obligated to purchase, at a price of $16.60 per share all or a portion
(as determined by the Sellers) of the Option Securities (the "Put"). The Put
expires at 5:00 p.m. Central Time on December 16, 2002.
The Reporting Person has funded and will fund from its working capital
the purchase of the Common Stock under the Purchase Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock and the Option were acquired for investment purposes.
The Reporting Person is interested in possible strategic opportunities with the
Issuer including the possible combination of the Issuer and the Reporting
Person. The Reporting Person has indicated its interest to the Issuer. At
present, the Reporting Person has no intention of pursuing such a strategic
transaction other than on a mutually acceptable basis. Depending upon the
Reporting Person's continuing evaluation of the Issuer's business and prospects,
alternative investment opportunities and any other factors the Reporting Person
deems relevant, the Reporting Person may, from time to time, purchase additional
shares on the open market or in privately negotiated transactions or otherwise.
The Reporting Person has no present intention of selling any shares, but
reserves the right to do so, in whole or in part, at any time, in open market
transactions, privately negotiated transactions or otherwise.
Except as otherwise disclosed in this Statement on Schedule 13D, the
Reporting Person has no plans or proposals at the present time which relate to
or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
Issuer's directors or to fill any existing vacancies on the board;
(e) any material change in the Issuer's present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of the Issuer's securities to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Page 4 of 8
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The Reporting Person beneficially owns 1,058,597 shares of the Common
Stock (including 195,000 Option Securities and 101,000 shares of Common Stock
held of record by J. Mark Roper, an affiliate of the Sellers, that the Reporting
Person has been granted an irrevocable proxy to vote), which represents
approximately 19.7% of the Issuer's outstanding shares of Common Stock based on
the number of outstanding shares of the Issuer's securities as reported on the
Issuer's Quarterly Report filed on Form 10-Q for the quarterly period ended
December 31, 2001.
The Reporting Person has sole power to vote or to direct the vote of
1,058,597 shares of Common Stock beneficially owned by the Reporting Person. The
Reporting Person has sole power to dispose or to direct the disposition of
762,597 shares of Common Stock beneficially owned by the Reporting Person. The
Reporting Person has shared power to dispose or direct the disposition of
265,000 shares of Common Stock beneficially owned by the Reporting Person.
Except as described in this Statement on Schedule 13D, no transactions
in the Common Stock were effected during the past 60 days by the Reporting
Person or, to its knowledge, by any executive officer, director or affiliated
person of the Reporting Person, or by any subsidiary of the Reporting Person, or
by any executive officer, director or affiliated person of any such subsidiary.
No other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER.
In addition to the Option and the Put described in this Statement on
Schedule 13D, the Estate of Joe G. Roper has delivered an irrevocable proxy to
the Company appointing certain officers of the Reporting Person as the Estate of
Joe G. Roper's proxy, with power of substitution, to vote, until 5:00 p.m.,
Central Time, on December 16, 2002, 195,000 shares of Common Stock held by the
Estate of Joe G. Roper.
J. Mark Roper has delivered an irrevocable proxy to the Company
appointing certain officers of the Reporting Person as J. Mark Roper's proxy,
with power of substitution, to vote, until December 16, 2002, 101,000 shares of
Common Stock held by him, 31,000 shares of which shall be released from the
proxy upon the occurrence of certain events set forth in such irrevocable proxy.
The foregoing description of the irrevocable proxies are summaries and
are qualified in their entirety by reference to the Purchase Agreement and
proxies filed as exhibits hereto which are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits to this Statement on Schedule 13D are
filed herewith:
(1) Stock Purchase Agreement, dated as of June 11, 2002,
between Patterson-UTI Energy, Inc. and Roper Family
Properties, Ltd., the Estate of Joe G. Roper,
Patricia R. Elledge, Judy Kathleen Roper Davis and
Jeanie Elisabeth Cornelius.
(2) Irrevocable Proxy, dated June 14, 2002 entered into
by J. Mark Roper.
(3) Irrevocable Proxy, dated June 17, 2002 entered into
by Estate of Joe G. Roper.
Page 5 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 18, 2002
PATTERSON-UTI ENERGY, INC.
/s/ JONATHAN D. NELSON
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Jonathan D. Nelson
Vice President-Finance
Page 6 of 8
ADDENDUM A
PATTERSON-UTI ENERGY, INC.
The principal business address of Patterson-UTI Energy, Inc., a
Delaware corporation, is 4510 Lamesa Highway, Snyder, Texas 79549. Patterson-UTI
Energy, Inc.'s principal business is to operate land-based drilling rigs,
provide drilling fluids, completion fluids and related services to oil and
natural gas producers, provide pumping services and, to a lesser extent, engage
in the development, exploration, acquisition and production of oil and natural
gas. The principal business address of each executive officer of Patterson-UTI
Energy, Inc. is 4510 Lamesa Highway, Snyder, Texas 79549. The executive officers
of Patterson-UTI Energy, Inc. are listed below:
EXECUTIVE OFFICERS:
Mark S. Siegel Chairman of the Board
Cloyce A. Talbott Chief Executive Officer
A. Glenn Patterson President and Chief Operating Officer
Jonathan D. Nelson Vice President, Chief Financial Officer,
Secretary and Treasurer
John E. Vollmer III Senior Vice President - Corporate Development
The following table sets forth the name of each director, his or her
principal occupation or employment and the name, principal business and address
of the corporation or organization in which such employment is conducted:
DIRECTORS:
OCCUPATION, CORPORATION OR
ORGANIZATION AND RESIDENCE OR PRINCIPAL BUSINESS OF
NAME BUSINESS ADDRESS CORPORATION OR ORGANIZATION
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Mark S. Siegel Chairman of the Board See first paragraph of this
Patterson-UTI Energy, Inc. Addendum A
4910 Lamesa Highway
Snyder, Texas 79549
President Investment Advisor
Remy Investors and Consultants,
Incorporated
1801 Century Park East, Suite 1111
Los Angeles, California 90067
Page 7 of 8
Cloyce A. Talbott Chief Executive Officer See first paragraph of this
Addendum A
A. Glenn Patterson President and Chief Operating Officer See first paragraph of this
Patterson-UTI Energy, Inc. Addendum A
4910 Lamesa Highway
Snyder, Texas 79549
Kenneth N. Berns President Investment Advisor
Remy Investors and Consultants, Incorporated
1801 Century Park East, Suite 1111
Los Angeles, California 90067
Stephen J. DeGroat Chairman Investment Advisor
Jesup & Lamont Holdings
650 5th Avenue
New York, NY 10019
Robert C. Gist 12809 Plum Hollow Drive ---
Oklahoma City, OK 73142
Curtis W. Huff President and Chief Executive Officer Manufacturer of engineered oilfield
Grant Prideco, Inc. tubular products
1330 Post Oak Blvd., Suite 2700
Houston, Texas 77056
Kenneth R. Peak Chairman, President, CEO and CFO Exploration and acquisition of oil
Contango Oil & Gas Company and gas properties
3700 Buffalo Speedway, Suite 960
Houston, Texas 77098
Nadine C. Smith Business Consultant --
P.O. Box 163 HELL
West Bay, Grand Cayman Islands,
British West Indies
Page 8 of 8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 Stock Purchase Agreement, dated as of June 11, 2002, between
Patterson-UTI Energy, Inc. and Roper Family Properties, Ltd.,
the Estate of Joe G. Roper, Patricia R. Elledge, Judy Kathleen
Roper Davis and Jeanie Elisabeth Cornelius.
2 Irrevocable Proxy, dated June 14, 2002 entered into by J. Mark
Roper.
3 Irrevocable Proxy, dated June 17, 2002 entered into by Estate of
Joe G. Roper.