- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
03 Dezember 2008 - 12:00PM
Edgar (US Regulatory)
UNITED STATES
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): December 2, 2008
Grey Wolf, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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1-8226
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74-2144774
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.)
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of Incorporation)
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10370 Richmond Ave., Suite 600
Houston, TX 77042
(Address of principal executive office and zip code)
(713) 435-6100
(Registrants telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On December 2, 2008, Grey Wolf, Inc. (the Company) entered into an amendment (the
Amendment) to the Agreement and Plan of Merger, dated as of August 24, 2008 (the Merger
Agreement), by and among the Company, Precision Drilling Trust (Precision), Precision
Corporation and Precision Lobos Corporation.
Under the terms of the Merger Agreement, the aggregate consideration payable by Precision is a
maximum cash amount of approximately $1.115 billion and approximately 42.0 million Precision trust
units. The Amendment modifies the Merger Agreement to clarify the intention of the parties that to
the extent holders of the Companys convertible notes do not convert their notes into shares of the
Companys common stock prior to the merger, the cash merger consideration that would have been paid
to them will be retained by Precision to be used towards the purchase price if those holders
require Precision to repurchase their notes following the merger. The Amendment also ensures that
holders of Companys common stock will receive, in the aggregate $5.00 in cash and 0.1883 of a
Precision trust unit for each share of common stock, on a fully diluted basis, although the actual
amount received by each holder will depend on their election (or non-election) and the actions of
all other holders of Companys common stock.
The foregoing summary of the Amendment does not purport to be complete and is subject to and
qualified in its entirety by reference to the actual text of such agreement, a copy of which is
attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The Company and Precision issued a press release on December 2, 2008, announcing the Amendment
and the postponement of the Companys special meeting of shareholders from December 9, 2008 to
December 23, 2008, a copy of which is filed as Exhibit 99.1 and is incorporated herein by
reference. The deadline for shareholders to make an election will remain 5:00 p.m. Houston, Texas
time on the second business day prior to the effective time of the merger. The Company and
Precision anticipate that the merger will close on December 23, 2008, promptly after the Companys
special meeting of shareholders. The Company and Precision will publicly announce the anticipated
election deadline at least five (5) business days prior to the anticipated effective time of the
merger Supplemental proxy materials will be mailed to the Companys shareholders.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit Number
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Description of Exhibit
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2.1
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Amendment to Agreement and Plan of Merger, dated as of
August 24, 2008, by and among Grey Wolf, Inc., Precision
Drilling Trust, Precision Corporation and Precision Lobos
Corporation
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99.1
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Joint Press Release, dated December 2, 2008
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1
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 hereunto duly authorized.
Date: December 2, 2008
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GREY WOLF, INC.
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/s/ David W. Wehlmann
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David W. Wehlmann
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Executive Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Number
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Description of Exhibit
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2.1
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Amendment to Agreement and Plan of Merger, dated as of
August 24, 2008, by and among Grey Wolf, Inc., Precision
Drilling Trust, Precision Corporation and Precision Lobos
Corporation
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99.1
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Joint Press Release, dated December 2, 2008
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3
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