SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. 2)(1)
PATTERSON-UTI ENERGY, INC.
.................................................................................
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
.................................................................................
(Title of Class of Securities)
703481 10 1
.................................................................................
(CUSIP Number)
MARK S. SIEGEL C/O REMY CAPITAL PARTNERS III, L. P.
1801 CENTURY PARK EAST, SUITE 1111, LOS ANGELES, CALIFORNIA 90067
(310) 843-0050
.................................................................................
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 6, 2002
.................................................................................
(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.
----------
(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 10
SCHEDULE 13D
CUSIP NO. 703481 10 1 PAGE 2 OF 10 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
REMY CAPITAL PARTNERS III, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
N/A
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,729,524
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,729,524
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,729,524
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
*See Item 3 herein.
Page 2 of 10
SCHEDULE 13D
CUSIP NO. 703481 10 1 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
REMY INVESTORS AND CONSULTANTS, INCORPORATED
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
N/A
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,729,524
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,729,524
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,729,524
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*See Item 3 herein.
Page 3 of 10
SCHEDULE 13D
CUSIP NO. 703481 10 1 PAGE 4 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK S. SIEGEL
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO*
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
N/A
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 580,833
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 4,729,524
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
580,833
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,729,524
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,310,357
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*See Item 3 herein.
Page 4 of 10
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER
No change since Amendment No. 1 to Schedule 13D filed on September 27,
2001 (the "Amendment No. 1") by the Reporting Persons (as that term is defined
in the Schedule 13D filed on May 18, 2001 (the "Initial Schedule 13D")) ("No
Change").
ITEM 2. IDENTITY AND BACKGROUND
No Change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal Funds.
ITEM 4. PURPOSE OF TRANSACTION
No Change.
(a) THE ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE
ISSUER, OR THE DISPOSITION OF SECURITIES OF THE ISSUER;
Each Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(b) AN EXTRAORDINARY CORPORATE TRANSACTION, SUCH AS A MERGER,
REORGANIZATION OF LIQUIDATION, INVOLVING THE ISSUER OR OF ANY OF
ITS SUBSIDIARIES;
Each Reporting Person has no present intention, plan, or proposal
with respect to this paragraph.
(c) A SALE OR TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE ISSUER OR
ANY OF ITS SUBSIDIARIES;
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(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 DIRECTORS OR TO FILL ANY EXISTING VACANCIES ON THE BOARD;
Page 5 of 10
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(e) ANY MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND
POLICY OF THE ISSUER;
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(f) ANY OTHER MATERIAL CHANGE IN THE ISSUER'S BUSINESS OR CORPORATE
STRUCTURE, INCLUDING BUT NOT LIMITED TO, IF THE ISSUER IS A
REGISTERED CLOSED-END INVESTMENT COMPANY, ANY PLANS OR PROPOSALS TO
MAKE ANY CHANGES IN THE INVESTMENT POLICY FOR WHICH A VOTE IS
REQUIRED BY SECTION 13 OF THE INVESTMENT COMPANY ACT OF 1940;
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(g) CHANGES IN THE ISSUER'S CHARTER, BYLAWS OR INSTRUMENTS
CORRESPONDING THERETO OR OTHER ACTIONS WHICH MAY IMPEDE THE
ACQUISITION OF CONTROL OF THE ISSUER BY ANY PERSON;
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(h) CAUSING A CLASS OF SECURITIES OF THE ISSUER 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;
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(i) A CLASS OF EQUITY SECURITIES OF THE ISSUER BECOMING ELIGIBLE FOR
TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(g)(4) OF THE
ACT;
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
(j) ANY ACTION SIMILAR TO ANY OF THOSE ENUMERATED ABOVE.
Each Reporting Person has no present intention, plan or proposal
with respect to this paragraph.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) AMOUNT OF SHARES OWNED
Page 6 of 10
Remy Capital owns 4,729,524 shares of the Issuer's Common Stock
(approximately 6.0% of the Issuer's outstanding shares). Remy
Investors is deemed to be the beneficial owner of all shares
beneficially owned by Remy Capital. Mark S. Siegel is the sole
shareholder of Remy Investors and is deemed to be the beneficial
owner of all shares beneficially owned by Remy Investors. In
addition, Mr. Siegel owns 330,000 shares of the Issuer's Common
Stock and presently exercisable options to purchase 250,833 shares
of the Issuer's Common Stock and, accordingly, is deemed to be the
beneficial owner of an aggregate of 5,310,357 shares of the
Issuer's Common Stock (approximately 6.7% of the Issuer's
outstanding shares).
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
Remy Capital: 0
Remy Investors: 0
Mark S. Siegel: 580,833
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
Remy Capital: 4,729,524
Remy Investors: 4,729,524
Mark S. Siegel: 4,729,524
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
Remy Capital: 0
Remy Investors: 0
Mark S. Siegel: 580,833
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
Remy Capital: 4,729,524
Remy Investors: 4,729,524
Mark S. Siegel: 4,729,524
(c) TRANSACTIONS IN THE REPORTED CLASS OF SECURITIES
On November 6, 2002, Mark S. Siegel exercised an option (which was
set to expire on November 20, 2002) to purchase 500,000 shares of
the Issuer's Common Stock (as that term is defined in the Initial
Schedule 13D) at an exercise price of $4.9375 and sold the 500,000
shares on the same day at an average price of $30.2971 per share.
Mr. Siegel engaged in other transactions in the Issuer's Common
Stock (not in "material" amounts as defined in Rule 13d-2(a) of the
rules promulgated under the Securities Exchange Act of 1934) since
Amendment No. 1: (a) on January 29, 2002, Mr. Siegel acquired
330,000 shares through exercise of options (which were set to
expire on February 13, 2002), with an exercise price of $4.0625,
(b) on April 26, 2002, Mr. Siegel acquired 135,000 shares through
exercise of options (which were set to expire July 27, 2002) with
an exercise price of $4.9375 and sold the shares on the same day at
an average price of $32.4775 per share, (c) on April 30, 2002, Mr.
Siegel acquired 87,955 shares through exercise of options (which
were set to expire July 27, 2002) with an exercise price of $4.9375
and sold the shares on the same day at an average price of $32.0523
per share, (d) on May 1, 2002, Mr. Siegel acquired 42,955 shares
through exercise of options (which were set to expire July 27,
2002) with an exercise price of $4.9375 per share and sold the
shares on the same day at an average sales price of $32.00, (e) on
May 2, 2002, Mr. Siegel acquired 4,090 shares through exercise of
options (which were set to expire July 27, 2002) with an exercise
price of $4.9375 per share and sold the shares on the same day at
an average sales price of $32.40 and (f) on July 18, 2002, Mr.
Siegel was granted an option by the Board of the Directors of the
Issuer for 400,000 shares at the exercise price of $26.39. In each
of the foregoing option exercises, the options were scheduled to
expire in the near future.
(d) - (e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
No Change.
Page 7 of 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits to this Schedule 13D are filed herewith
or are incorporated by reference as indicated:
(1) Joint Acquisition Statement (incorporated by
reference to Exhibit 1 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
(2) Agreement and Plan of Merger dated as of February 4,
2001 between Patterson Energy, Inc. and UTI Energy
Corp. (incorporated by reference to Exhibit 10.1 to
Patterson's Current Report on Form 8-K, dated
February 4, 2001, filed with the Securities and
Exchange Commission on February 16, 2001).
(3) Registration Rights Agreement dated March 25, 1994
between Bear Stearns and UTI Energy Corp., assigned
on March 14, 1995 to Remy Capital (incorporated by
reference to Exhibit 3 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
(4) Form of Stock Option Agreement between UTI Energy
Corp. and Mark S. Siegel, relating to the grant to
Mr. Siegel of options to purchase 165,000 shares at
$8.125 per share effective February 13, 1997, and
(ii) the grant to Mr. Siegel of options to purchase
135,000 shares at $20.00 per share effective July 27,
1997 (incorporated by reference to Exhibit 4 to
Schedule 13D filed by the Reporting Persons, dated
August 20, 1997 and filed with the Securities and
Exchange commission on August 26, 1997 relating to
UTI Energy Corp., a predecessor to Patterson-UTI
Energy, Inc. (the "UTI Schedule 13D")).
(5) Form of Amended and Restated Stock Option Agreement
between UTI Energy Corp. and Mark S. Siegel, relating
to the grant on August 12, 1998 to Mr. Siegel of
repriced options to purchase 135,000 shares at $9.875
per share effective July 27, 1997 (incorporated by
reference to Exhibit 7 to Schedule 13D filed by the
Reporting Persons, dated and filed December 28, 2000
with the Securities and Exchange Commission relating
to the UTI Schedule 13D).
(6) Form of Amended and Restated Stock Option Agreement
between UTI Energy Corp. and Mark S. Siegel, relating
to the grant on August 12, 1998 to Mr. Siegel of
repriced options to purchase 250,000 shares at $9.875
per share effective November 20, 1997 (incorporated
by reference to Exhibit 8 to Schedule 13D filed by
the Reporting Persons, dated and filed December 28,
2000 with the Securities and Exchange Commission
relating to the UTI Schedule 13D).
(7) Form of Stock Option Agreement between UTI Energy
Corp. and Mark S. Siegel, relating to the grant to
Mr. Siegel of options to purchase 90,000 shares at
$9.8125 per share effective April 26, 1999
(incorporated by reference to Exhibit 9 to Schedule
13D filed by the Reporting Persons, dated and filed
December 28, 2000 with the Securities and Exchange
Commission relating to the UTI Schedule 13D).
(8) Affiliate Letter of Remy Capital accepted by UTI and
Patterson on March 13, 2001 (incorporated by
reference to Exhibit 8 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
Page 8 of 10
(9) Affiliate Letter of Remy Investors accepted by UTI
and Patterson on March 13, 2001 (incorporated by
reference to Exhibit 9 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
(10) Affiliate Letter of Mark S. Siegel accepted by UTI
and Patterson on March 13, 2001 (incorporated by
reference to Exhibit 10 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: November 8, 2002
/s/ MARK S. SIEGEL
------------------------------------------------------
Mark S. Siegel
REMY CAPITAL PARTNERS, III, L.P.
By: Remy Investors and Consultants, Incorporated, its
General Partner
/s/ MARK S. SIEGEL
--------------------------------------------------
Mark S. Siegel
President
REMY INVESTORS AND CONSULTANTS, INCORPORATED
By: /s/ MARK S. SIEGEL
---------------------------------------------------
Mark S. Siegel
President
Page 10 of 10
EXHIBIT INDEX
The following exhibits to this Schedule 13D are filed herewith
or are incorporated by reference as indicated:
(1) Joint Acquisition Statement (incorporated by
reference to Exhibit 1 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
(2) Agreement and Plan of Merger dated as of February 4,
2001 between Patterson Energy, Inc. and UTI Energy
Corp. (incorporated by reference to Exhibit 10.1 to
Patterson's Current Report on Form 8-K, dated
February 4, 2001, filed with the Securities and
Exchange Commission on February 16, 2001).
(3) Registration Rights Agreement dated March 25, 1994
between Bear Stearns and UTI Energy Corp., assigned
on March 14, 1995 to Remy Capital (incorporated by
reference to Exhibit 3 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
(4) Form of Stock Option Agreement between UTI Energy
Corp. and Mark S. Siegel, relating to the grant to
Mr. Siegel of options to purchase 165,000 shares at
$8.125 per share effective February 13, 1997, and
(ii) the grant to Mr. Siegel of options to purchase
135,000 shares at $20.00 per share effective July 27,
1997 (incorporated by reference to Exhibit 4 to
Schedule 13D filed by the Reporting Persons, dated
August 20, 1997 and filed with the Securities and
Exchange commission on August 26, 1997 relating to
UTI Energy Corp., a predecessor to Patterson-UTI
Energy, Inc. (the "UTI Schedule 13D")).
(5) Form of Amended and Restated Stock Option Agreement
between UTI Energy Corp. and Mark S. Siegel, relating
to the grant on August 12, 1998 to Mr. Siegel of
repriced options to purchase 135,000 shares at $9.875
per share effective July 27, 1997 (incorporated by
reference to Exhibit 7 to Schedule 13D filed by the
Reporting Persons, dated and filed December 28, 2000
with the Securities and Exchange Commission relating
to the UTI Schedule 13D).
(6) Form of Amended and Restated Stock Option Agreement
between UTI Energy Corp. and Mark S. Siegel, relating
to the grant on August 12, 1998 to Mr. Siegel of
repriced options to purchase 250,000 shares at $9.875
per share effective November 20, 1997 (incorporated
by reference to Exhibit 8 to Schedule 13D filed by
the Reporting Persons, dated and filed December 28,
2000 with the Securities and Exchange Commission
relating to the UTI Schedule 13D).
(7) Form of Stock Option Agreement between UTI Energy
Corp. and Mark S. Siegel, relating to the grant to
Mr. Siegel of options to purchase 90,000 shares at
$9.8125 per share effective April 26, 1999
(incorporated by reference to Exhibit 9 to Schedule
13D filed by the Reporting Persons, dated and filed
December 28, 2000 with the Securities and Exchange
Commission relating to the UTI Schedule 13D).
(8) Affiliate Letter of Remy Capital accepted by UTI and
Patterson on March 13, 2001 (incorporated by
reference to Exhibit 8 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
(9) Affiliate Letter of Remy Investors accepted by UTI
and Patterson on March 13, 2001 (incorporated by
reference to Exhibit 9 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).
(10) Affiliate Letter of Mark S. Siegel accepted by UTI
and Patterson on March 13, 2001 (incorporated by
reference to Exhibit 10 to the Initial Schedule 13D
filed by the Reporting Persons, dated and filed May
18, 2001 with the Securities and Exchange
Commission).