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)(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)
OCTOBER 29, 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 5
CUSIP NO. 872 57P101 13 D Page 2 of 5 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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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,058,673**
OWNED ------------------------------------------------
BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,058,673**
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10 SHARED DISPOSITIVE POWER
-0-**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,058,673**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%**
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14 TYPE OF REPORTING PERSON
CO
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* See Item 3 herein.
**See Item 5 herein.
Page 2 of 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
This Amendment No. 1 to Statement on Schedule 13D amends the Schedule
13D filed by Patterson-UTI Energy, Inc., a Delaware corporation (the "Reporting
Person") on June 21, 2002 (the "Initial Schedule 13D"). All capitalized terms
used herein but not otherwise defined herein shall have the meanings given to
them in the Initial Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No change since the Initial Schedule 13D ("No Change").
ITEM 2. IDENTITY AND BACKGROUND.
No Change, except that principal business of Curtis W. Huff, a director
of the Reporting Person, is investments and his principal business address is
4925 Linden, Bellaire, Texas 77401.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No Change, except the following:
On October 26, 2002 and in accordance with the Purchase Agreement, the
Sellers requested that the Reporting Person purchase the Option Securities. On
October 29, 2002, the Reporting Person purchased the Option Securities for an
aggregate purchase price of $3,237,000.
J. Mark Roper ("Roper") and the Reporting Person entered into a Stock
Purchase Agreement dated as of October 28, 2002 (the "October 2002 Purchase
Agreement"). Pursuant to the terms of the October 2002 Stock Purchase Agreement,
on October 29, 2002 the Reporting Person purchased 101,076 shares of Common
Stock from Roper (the "Roper Shares") for an aggregate cash purchase price of
$1,677,861.60.
The Reporting Person funded from its working capital the purchase of
the Option Securities under the Purchase Agreement and the Roper Shares under
the October 2002 Purchase Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
No Change.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the Initial Schedule 13D is hereby amended and restated in
its entirety:
The Reporting Person beneficially owns 1,058,673 shares of the Common
Stock, which represents approximately 19.5% of the Issuer's outstanding shares
of Common Stock at the close of business on October 28, 2002, based on
information provided by the Issuer to the Reporting Person on October 29, 2002.
Page 3 of 5
The Reporting Person has sole power to vote or to direct the vote of,
and sole power to dispose or to direct the disposition of, 1,058,673 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.
No Change, except the following:
The irrevocable proxy delivered by Roper to the Reporting Person
appointing certain officers of the Reporting Person as Roper's proxy, with power
of substitution, to vote, until December 16, 2002, the Roper Shares has been
terminated by the sale of the Roper Shares to the Reporting Person.
The irrevocable proxy delivered by the Estate of Joe G. Roper to the
Reporting Person appointing certain officers of the Reporting Person as the
Estate's proxy, with power of substitution, to vote until December 16, 2002, the
Option Securities, has been terminated by the sale of the Option Securities to
the Reporting Person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits to this Statement on Schedule 13D are filed
herewith, except as indicated below:
(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 (incorporated by
reference to Exhibit 1 to the Initial Schedule 13D).
(2) Stock Purchase Agreement, dated as of October 28, 2002,
between Patterson-UTI Energy, Inc. and J. Mark Roper.
Page 4 of 5
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: October 29, 2002
PATTERSON-UTI ENERGY, INC.
/s/ Jonathan D. Nelson
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Jonathan D. Nelson
Vice President-Finance
Page 5 of 5
EXHIBIT INDEX
EXHIBIT (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 (incorporated by
reference to Exhibit 1 to the Initial Schedule 13D).
EXHIBIT (2) Stock Purchase Agreement, dated as of October 28, 2002,
between Patterson-UTI Energy, Inc. and J. Mark Roper.