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 Company's convertible notes do not convert their notes into
shares of the Company's 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 Company's 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
Company's 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 Company's 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 Company's 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 Company's shareholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
2.1 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
99.1 Joint Press Release, dated December 2, 2008
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