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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):
October 16, 1997
DLB OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 0-26484 73-1352899
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation or
organization)
1601 N.W. Expressway, Suite 700, Oklahoma City, Oklahoma 73118-1401
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(405) 848-8808
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
DLB Oil & Gas, Inc. ("DLB"), its wholly-owned subsidiary, Bonray
Drilling Corporation ("Bonray"), Bayard Drilling Technologies, Inc. ("Bayard")
and Bonray Acquistion Corp. entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") on October 9, 1997, pursuant to which Bayard
would acquire Bonray. On October 16, 1997, the merger of Bonray with Bonray
Acquisition Corp was consummated. In the merger, each share of common stock of
Bonray was canceled and converted into 30.15 shares of common stock of Bayard
and DLB received 2,955,000 shares of Bayard common stock in consideration for
its interest in Bonray.
The Merger Agreement is filed with this Report as Exhibit 2.1 and is
incorporated herein by reference.
ITEM 5. OTHER EVENTS
On October 22, 1997, DLB entered into a definitive Agreement and Plan
of Merger with Chesapeake Energy Corporation and Chesapeake Merger Corp.
Registrant is filing as an exhibit to this Report a press release dated October
22, 1997 announcing the Agreement and Plan of Merger. Such exhibit is
incorporated herein by reference.
ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required by this Item will
be filed by amendment or amendments of this Report as soon as
practicably available and no later than 60 days after the
date of this Report.
(c) EXHIBITS
The following Exhibits are filed herewith:
2.1 Agreement and Plan of Merger among DLB Oil & Gas,
Inc., Bayard Drilling Technologies, Inc., Bonray
Acquisition Corp. and Bonray Drilling Corporation,
dated as of October 9, 1997.
99.1 Press release dated October 22, 1997.
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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 thereunto duly authorized.
DLB OIL & GAS, INC.
/s/ Mike Liddell
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Mike Liddell
Chief Executive Officer
Date: October 31, 1997
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- --------------------------------------------------------------------------------
2.1 Agreement and Plan of Merger among DLB Oil & Gas, Inc., Bayard
Drilling Technologies, Inc., Bonray Acquisition Corp. and Bonray
Drilling Corporation, dated as of October 9, 1997.
99.1 Press release dated October 22, 1997.