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SCHEDULE 13D
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PIONEER DRILLING COMPANY
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
723655106
(CUSIP Number)
Richard E. Blohm, Jr.
1415 Louisiana Street, Suite 3000
Houston, Texas 77002
Telephone: (713) 739-6500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 23, 2009
(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. o
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.
*The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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 (however, see the Notes).
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1 |
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NAME OF REPORTING PERSONS
Pebbleton Corporation N.V. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS* |
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WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Netherlands Antilles
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,876,700 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,876,700 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,876,700 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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Approximately 9.76% |
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14 |
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TYPE OF REPORTING PERSON* |
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CO |
*SEE INSTRUCTIONS
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1 |
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NAME OF REPORTING PERSON
Issam M. Fares |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Lebanon
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,876,700 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,876,700 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,876,700 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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Approximately 9.76% |
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TYPE OF REPORTING PERSON* |
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IN |
*SEE INSTRUCTIONS
This Amendment No. 2 (this Amendment) amends and supplements the statement on Schedule 13D filed
by Pebbleton Corporation N.V. and Issam M. Fares (together the Reporting Persons) with the
Securities and Exchange Commission (the Commission) on February 2, 2009 (the Original Schedule
13D). This Amendment is being filed in connection with the purchase of additional shares of
common stock, par value $0.10 per share, of Pioneer Drilling Company, a Texas corporation. Unless
otherwise stated herein, the Original Schedule 13D remains in full force and effect.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the
Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Original Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) As set forth in this Schedule 13D, Pebbleton owns 4,876,700 shares of Common Stock of the
Issuer, which represents approximately 9.76% of the outstanding Common Stock (based upon 49,988,328
of shares of Common Stock outstanding as of September 30, 2008, as represented by the Issuer in its
Form 10-Q for the period ended September 30, 2008, as filed with the Securities and Exchange
Commission on November 6, 2008).
As set forth in this Schedule 13D, Mr. Fares may be deemed to beneficially own 4,876,700
shares of Common Stock of the Issuer, which represents approximately 9.76% of the outstanding
Common Stock (based upon 49,988,328 of shares of Common Stock outstanding as of September 30, 2008,
as represented by the Issuer in its Form 10-Q for the period ended September 30, 2008, as filed
with the Securities and Exchange Commission on November 6, 2008).
Item 7. Material to Be Filed as Exhibits.
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Exhibit A
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Joint Filing Statement (incorporated by reference to Exhibit A
to the Original Schedule 13D filed with the Commission on
February 2, 2009). |
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Exhibit B
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Transactions in Common Stock by Pebbleton |
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: February 24, 2009
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PEBBLETON CORPORATION N.V. |
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By: |
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Issam M. Fares,
its Managing Director |
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By:
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/s/ Richard E. Blohm, Jr.
Richard E. Blohm, Jr.
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Attorney-in-Fact |
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ISSAM M. FARES
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By: |
/s/ Richard E. Blohm, Jr.
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Richard E. Blohm, Jr. |
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Attorney-in-Fact |
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5
EXHIBIT INDEX
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Exhibit A
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Joint Filing Statement (incorporated by reference to Exhibit A
to the Original Schedule 13D filed with the Commission on
February 2, 2009). |
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Exhibit B
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Transactions in Common Stock by Pebbleton |
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EXHIBIT B
Transactions in Common Stock by Pebbleton During the Past Sixty (60) Days
Exhibit B of the Original Schedule 13D is hereby amended to add the following:
The following purchases of shares of Pioneer Drilling Company have been made by Pebbleton
Corporation N.V. and were effected on NYSE Alternext U.S., formerly known as the American Stock
Exchange, since February 10, 2009:
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Date |
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Securities Involved |
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Price per Share |
February 17, 2009 |
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100,700 |
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$ |
4.33 |
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February 18, 2009 |
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99,300 |
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$ |
4.21 |
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February 19, 2009 |
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114,500 |
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$ |
4.13 |
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February 20, 2009 |
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143,000 |
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$ |
4.12 |
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February 23, 2009 |
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110,400 |
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$ |
3.94 |
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February 24, 2009 |
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132,100 |
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$ |
4.09 |
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