UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 6)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PIONEER DRILLING COMPANY
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
840553
(CUSIP Number)
RICHARD E. BLOHM, JR., 1415 LOUISIANA STREET, SUITE 3000, HOUSTON, TEXAS 77002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with a copy to:
DARRYL M. BURMAN, 1900 WEST LOOP SOUTH, SUITE 1100, HOUSTON, TEXAS 77027
AUGUST 31, 2004
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The information required on 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.
CUSIP NO. 840553 13D PAGE 2 OF 9
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
WEDGE Energy Services, L.L.C.; Tax I.D. No. 76-0624532
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 7,668,206*
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 7,668,206*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,668,206*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.97%
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14. TYPE OF REPORTING PERSON:
OO: Limited Liability Company
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* Represents shares of common stock, par value $.10 per share ("Common Stock"),
of Pioneer Drilling Company including (i) 9,000 shares of Common Stock owned by
Pebbleton Corporation, N.V., and (ii) the sale of 837,302 shares of Common Stock
as reported herein.
CUSIP NO. 840553 13D PAGE 3 OF 9
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1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Issam M. Fares
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Lebanon
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -0-
8. SHARED VOTING POWER: 7,668,206*
9. SOLE DISPOSITIVE POWER: -0-
10. SHARED DISPOSITIVE POWER: 7,668,206*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,668,206*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.97%
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14. TYPE OF REPORTING PERSON:
IN
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* Represents shares of common stock, par value $.10 per share ("Common Stock"),
of Pioneer Drilling Company including (i) 9,000 shares of Common Stock owned by
Pebbleton Corporation, N.V., and (ii) the sale of 837,302 shares of Common Stock
as reported herein.
CUSIP NO. 840553 13D PAGE 4 OF 9
STATEMENT ON SCHEDULE 13D
Introductory Note: All information herein with respect to Pioneer
Drilling Company, a Texas corporation, is to the best knowledge and belief of
the Reporting Persons, as defined herein.
ITEM 1. SECURITY AND ISSUER.
This Sixth Amended Statement on Schedule 13D relates to the common
stock, par value $.10 per share (the "Common Stock"), of Pioneer Drilling
Company, a Texas corporation (the "Company" or "Pioneer"). The principal place
of business of Pioneer is located at 9310 Broadway, Building I, San Antonio,
Texas 78217.
ITEM 2. IDENTITY AND BACKGROUND.
This Sixth Amended Statement on Schedule 13D is filed by (i) WEDGE
Energy Services, L.L.C., a Delaware limited liability company ("WEDGE"), and
(ii) Mr. Issam M. Fares, an individual ("Fares" and, together with WEDGE, the
"Reporting Persons").
The address of the principal place of business for WEDGE is 1415
Louisiana Street, Suite 3000, Houston, Texas 77002 and the address of Mr. Fares
is Pietermaai 15, Curacao, Netherlands Antilles. Mr. Fares is a citizen of the
country of Lebanon.
WEDGE was formed for the purpose of making investments in the energy
industry. The officers of WEDGE consist of (i) Mr. Michael E. Little, President;
(ii) Mr. James M. Tidwell, Vice President and Treasurer; and (iii) Mr. Richard
E. Blohm, Jr., Secretary. Each of Messrs. Little, Tidwell and Blohm is also a
director of WEDGE. The address of Messrs. Little, Tidwell and Blohm is 1415
Louisiana Street, Suite 3000, Houston, Texas 77002, and each is a citizen of the
United States. The filing of this Sixth Amended Statement on Schedule 13D shall
not be construed as an admission that Messrs. Little, Tidwell and Blohm are, for
the purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of
1934, as amended (the "Act"), the beneficial owners of any securities covered by
this Statement.
Mr. Little, President of WEDGE, and a Director of the Company, owns
749,715 shares of Common Stock of the Company and has vested options to acquire
an additional 83,333 shares of Common Stock of the Company. Mr. Tidwell, Vice
President and Treasurer of WEDGE, and Director of the Company, has vested
options to acquire 25,000 shares of Common Stock of the Company. No agreement
exists between Mr. Little, Mr. Tidwell, Mr. Fares and WEDGE concerning any
agreement, oral or written, to vote the shares of the Company, or to act in
concert with one or another, and each individually and collectively disclaim
membership in or among any control group.
Neither WEDGE nor Mr. Fares, nor to the knowledge of the Reporting
Persons, Messrs. Little, Tidwell and Blohm, has been during the last five years
(i) convicted of any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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
future violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with respect to
such laws. Mr. Fares is the ultimate beneficial owner of all of the outstanding
ownership interests of WEDGE.
CUSIP NO. 840553 13D PAGE 5 OF 9
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 9, 2004, WEDGE tendered an Irrevocable Conversion Notice and
Agreement to Pioneer in the original aggregate principal amount of $27,000,000
of Pioneer's 6.75% Convertible Subordinated Debenture, Series B (the
"Debenture"), into 6,264,501 shares of Common Stock immediately prior to the
closing of Pioneer's underwritten public offering based on a conversion price of
$4.31 per share. A copy of the Irrevocable Conversion Notice and Agreement was
filed as Exhibit 99.1 to the Schedule 13D, Amendment No. 5, filed previously by
WEDGE with the Securities and Exchange Commission on August 17, 2004, and is
incorporated herein by reference.
On August 5, 2004, the Company, WEDGE, Michael E. Little and William H.
White (together with WEDGE and Mr. Little, the "Selling Shareholders") entered
into an Underwriting Agreement with Jefferies & Company, Inc., Raymond James &
Associates, Johnson Rice & Company L.L.C., Sterne Agee & Leach, Inc., Brean
Murray & Co., Inc., Pritchard Capital Partners, LLC and Stifel, Nicolaus &
Company, Incorporated (the "Underwriters"), relating to the underwritten public
offering of (1) up to 4,600,000 shares (the "Company Shares") of the Company's
common stock, par value $0.10 per share (the "Common Stock"), including 600,000
shares which may be purchased pursuant to the Underwriters' over-allotment
option, to be sold by the Company and (2) up to 6,419,320 shares (the
"Shareholder Shares", and together with the Company Shares, the "Shares") of
Common Stock, including 837,302 shares which may be purchased pursuant to the
Underwriters' over-allotment option, to be sold by the Selling Shareholders. The
sale of 5,000,000 Shareholder Shares by WEDGE was consummated on August 11,
2004, at a gross sale price of $6.90; and the subsequent sale of 837,302 shares
purchased pursuant to an over-allotment option was consummated on August 31,
2004, at a gross sales price of $6.90 for a total consideration of
$5,777,383.80, and is the subject matter of this filing.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to the
Form 8-K filed by Pioneer with the Securities and Exchange Commission on August
6, 2004, and is incorporated herein by reference.
A registration statement on Form S-1 (Registration No. 333-117279) was
initially filed with the Securities and Exchange Commission on July 9, 2004,
which was amended on July 28, 2004 and further amended on August 4, 2004, under
the Securities Act of 1933, as amended the (the "Securities Act"), and an
amendment to the registration statement on Form S-1 (Registration No.
333-117976) was filed with the Securities and Exchange Commission on August 6,
2004 pursuant to Rule 462(b) under the Securities Act, and each is incorporated
herein by reference.
CUSIP NO. 840553 13D PAGE 6 OF 9
WEDGE held the Debenture pursuant to the terms of a Debenture Purchase
Agreement entered into between WEDGE and Pioneer on July 3, 2002 (the "Debenture
Purchase Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
Underwriting Agreement and the Sale of Shareholder Shares. On August
11, 2004, WEDGE sold 5,000,000 shares of Pioneer's Common Stock at a gross per
share sales price of $6.90 pursuant to that certain Underwriting Agreement
executed on August 5, 2004.
Exercise of Over-Allotment. On August 31, 2004, the Underwriters
exercised their option to purchase 837,302 over-allotment shares of Common Stock
at a gross sales price of $6.90 per share pursuant to the Underwriting Agreement
entered into on August 5, 2004.
Registration Statement. A registration statement on Form S-1
(Registration No. 333-117279) was initially filed with the Securities and
Exchange Commission on July 9, 2004, which was amended on July 28, 2004 and
further amended on August 4, 2004, under the Securities Act, and registration
statement on Form S-1 (Registration No. 333-117976) filed with the Securities
and Exchange Commission on August 6, 2004 pursuant to Rule 462(b) under the
Securities Act.
As a result of the transaction described above, the Reporting Persons
ownership of Common Stock has been reduced to 7,668,206 shares and their
ownership percentage has been reduced to 19.97%.
The Company has previously granted to WEDGE the preemptive right,
subject to certain exceptions, to acquire additional capital stock of any class
or series, or debt convertible into capital stock, the Company may issue equal
to the percentage of Pioneer's outstanding Common Stock (assuming the conversion
of all outstanding convertible preferred stock or debt) held by WEDGE
immediately preceding any such issuance of Common Stock. Such preemptive right
was waived by WEDGE for the transactions described above. The preemptive rights
shall terminate in the event WEDGE holds less than 10% of the outstanding Common
Stock of the Company or four years following the date Pioneer becomes listed on
the NASDAQ National Market List or on a nationally recognized securities
exchange; provided, however, in the event after such listing the Company shall
become not so listed, then the preemptive rights shall be reinstated, subject to
any other independent reason for termination. Additionally, so long as WEDGE
shall own at least 10% of the capital stock of the Company, the Company has
agreed to support and cause to be placed on the ballot at any election of
directors of Pioneer one name designated by WEDGE who shall be a nominee to the
Board of Directors of Pioneer (the "WEDGE Nominee") but only if necessary to
cause at least one WEDGE Board Nominee to continue as a director of Pioneer
after such election. Further, the WEDGE Nominee shall be appointed to serve on
the Audit Committee and Compensation Committee of the Board of Directors. WEDGE
continues to agree that it would not sell, transfer or otherwise make a
disposition of any Common Stock of the Company other than into the public
trading market under Rule 144 or incident to any registration right granted by
Pioneer to WEDGE without first offering the stock WEDGE desires to transfer to
Pioneer in writing at the price and other terms under which WEDGE desires to
transfer such stock. Pioneer shall then have the assignable right to acquire the
stock on such terms as provided to Pioneer by WEDGE upon notification of WEDGE's
intent to dispose of its stock.
CUSIP NO. 840553 13D PAGE 7 OF 9
Other than as described in this Sixth Amended Statement on Schedule
13D, at the present time neither of the Reporting Persons has specific plans or
proposals which would relate to or result in:
(i) the acquisition by any person of additional securities of
Pioneer, or the disposition of securities of Pioneer;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Pioneer or any of its
subsidiaries;
(iii) a sale or transfer of a material amount of assets of Pioneer
or any of its subsidiaries;
(iv) any change in the present Board of Directors or management of
Pioneer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
Board of Directors;
(v) any material change in the present capitalization or dividend
policy of Pioneer;
(vi) any other material change in Pioneer's business or corporate
structure;
(vii) changes in Pioneer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Pioneer by any person;
(viii) causing a class of securities of Pioneer 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;
(ix) a class of equity securities of Pioneer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Act; or
(x) any actions similar to those enumerated above.
The Reporting Persons reserve the right to formulate specific plans or
proposals with respect to, or to change their intentions regarding, any or all
of the foregoing, and reserve their rights under the Debenture Purchase
Agreement and the Debenture Agreement and all transactions contemplated thereby.
WEDGE may, from time to time, discuss with management and other
shareholders of Pioneer and other parties methods by which Pioneer can best
preserve and increase its value. Such methods may involve expansion or
contraction of the geographic scope of Pioneer's operations, strategic
CUSIP NO. 840553 13D PAGE 8 OF 9
alliances, business combinations, cost containment measures and other similar
arrangements. If as a result of such discussions, the Reporting Persons decide
to pursue any of the methods for preserving and increasing the value of Pioneer
described herein, then the consummation thereof could involve transactions in
the nature of those described in subparagraphs (a) through (j) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As set forth in this Sixth Amended Statement on Schedule 13D, WEDGE
currently owns 7,668,206 shares of Common Stock of Pioneer. The 7,668,206 shares
of Common Stock of Pioneer represent 19.97% of the outstanding Common Stock
(based on the number of shares of Common Stock outstanding as of June 30, 2004,
as represented by Pioneer).
Mr. Fares may be deemed to beneficially own and thereby share voting
and dispositive power over the Stock issued to WEDGE. See Item 2.
Other than the transactions described in Item 3 and this Item 5, none
of the Reporting Persons has effected any transactions in the Common Stock
during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except for the agreements described in response to Items 3 and 4, to
the best knowledge of the Reporting Persons, there are no contracts, agreements,
arrangements, understandings or relationships (legal or otherwise) between the
persons enumerated in Item 2 and any other person with respect to the securities
of Pioneer, including, but not limited to, transfer or voting arrangements, puts
or calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Power of Attorney from Issam M. Fares.
99.2 Joint Filing Agreement between the Reporting Persons.
CUSIP NO. 840553 13D PAGE 9 OF 9
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: September 13, 2004 WEDGE ENERGY SERVICES, L.L.C.
By: /s/ RICHARD E. BLOHM, JR.
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Name: Richard E. Blohm, Jr.
Title: Secretary
Dated: September 13, 2004 ISSAM M. FARES
By: /s/ RICHARD E. BLOHM, JR.
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Name: Richard E. Blohm, Jr.
Title: Attorney-In-Fact