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): November 11, 2004

 

PIONEER DRILLING COMPANY

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  (210) 828-7689

 

 

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01.  Entry into a Material Definitive Agreement

 

On November 11, 2004, our wholly-owned indirect subsidiary, Pioneer Drilling Services, Ltd. entered into an Asset Purchase Agreement under which we expect to acquire seven mechanical land drilling rigs and related assets, including trucks, trailers, vehicles, spare drill pipe and yard equipment, from Wolverine Drilling, Inc., which is headquartered in Kenmare, North Dakota.

 

We will pay a total purchase price of $27,950,000 in cash for the assets and the non-competition agreements to be entered into with Robert S. Blackford and Robert Mau, being all of the stockholders of Wolverine, and will assume various contracts and other liabilities of Wolverine.  In addition, the Asset Purchase Agreement provides that Mr. Blackford will enter into an employment agreement with us for the primary term of two years.

 

We also intend to enter into a purchase agreement for an approximately 4.73 acre tract of real property owned by Wolverine located in Kenmare, North Dakota for a purchase price of $50,000.  We expect to use that property for our North Dakota division yard.

 

We expect to complete the closing of the transaction the Asset Purchase Agreement contemplates on or before December 2, 2004, subject to the satisfaction of various closing conditions that we believe are customary for transactions of this type.

 

Prior to entering into the Asset Purchase Agreement, no material relationship existed between us and either Wolverine or any of its affiliates, directors or officers.

 

The information set forth above is qualified by reference to the full text of the Asset Purchase Agreement, a copy of which we have filed as Exhibit 2.1 to this report and are incorporating into this report by this reference.

 

Unless the context otherwise requires, all references in this report to “we”, “us” and “our” refer to Pioneer Drilling Company and its subsidiaries, collectively.

 

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Item 9.01.              Financial Statements and Exhibits

 

(c)           Exhibits

 

 

Exhibit Number		Exhibit
2.1		Asset Purchase Agreement dated November 11, 2004, by and among Wolverine Drilling, Inc., Robert Mau, Robert S. Blackford and Pioneer Drilling Services, Ltd.

 

 

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.

 

 

	PIONEER DRILLING COMPANY
	By:	/s/ William D. Hibbetts
			William D. Hibbetts
			Senior Vice President and Chief Financial Officer
Date: November 12, 2004

 

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EXHIBIT INDEX

 

Exhibit Number		Exhibit
2.1		Asset Purchase Agreement dated November 11, 2004, by and among Wolverine Drilling, Inc., Robert Mau, Robert S. Blackford and Pioneer Drilling Services, Ltd.

 

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