UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 8, 2003 UNIT CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-9260 73-1283193 (State of Incorporation) (Commission File (IRS Employer Number) Identification No.) 1000 Kensington Tower, 7130 South Lewis, Tulsa, Oklahoma 74136 (Address Of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (918) 493-7700 (Not Applicable) (Former Name Or Former Address, If Changed Since Last Report)ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release issued by Unit Corporation on December 8, 2003, announcing the completion of the acquisition of SerDrilco Incorporated and its subsidiary, Service Drilling Southwest LLC. 99.2 Press Release issued by Unit Corporation on December 8, 2003, announcing the intent to offer 2 million shares of its common stock. ITEM 9. REGULATION FD DISCLOSURE. On December 8, 2003, Unit Corporation completed the acquisition of SerDrilco Incorporated and its subsidiary, Service Drilling Southwest LLC for $35 million. The terms of the acquisition include an earn-out provision allowing the sellers to obtain one-half of the cash flow in excess of $10 million for each of the next three years. Unit Corporation also announced on December 8, 2003 that it intends to offer 2 million shares of its common stock, subject to market conditions. This offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The Company also expects to grant the underwriters of the proposed offering a 30-day option to purchase up to 300,000 additional shares of common stock to cover any over-allotments. The net proceeds from the offering will be used to repay amounts borrowed under its bank facility to finance the SerDrilco acquisition. The offering is being led by Banc of America Securities LLC as the sole book-running manager. First Albany Capital is a co-lead manager on the transaction. 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. Date: December 8, 2003 ------------------------ UNIT CORPORATION By: /s/ Mark E. Schell ---------------------- Mark E. Schell Senior Vice President 1 Exhibit Index - ------------- Exhibit No. Description ------- ----------- 99.1 Press Release issued by Unit Corporation on December December 8, 2003 announcing the completion of the acquisition of SerDrilco Incorporated and its Subsidiary Service Drilling Southwest LLC. 99.2 Press Release, issued by Unit Corporation on December 8, 2003 announcing the intent to offer 2 million shares of its common stock. 2
news UNIT CORPORATION - ----------------------------------------------------------------------------- 1000 Kensington Tower, 7130 South Lewis Avenue, Tulsa, Oklahoma 74136 Telephone 918 493-7700, Fax 918 493-7714 Contact: Larry D. Pinkston President, Treasurer and Chief Financial Officer (918) 493-7700 For Immediate Release... December 8, 2003 UNIT CORPORATION ANNOUNCES CLOSE OF ACQUISITION Tulsa, Oklahoma . . . Unit Corporation (NYSE - UNT) announced today that it has completed the acquisition of Serdrilco Incorporated and its subsidiary, Service Drilling Southwest LLC, a U.S. land drilling company located in Borger, Texas. The total consideration paid by Unit was $35,000,000 in cash. The terms of the acquisition include an earn-out provision allowing the sellers to obtain one-half of the cash flow in excess of $10 million for each of the next three years. Serdrilco, a private, Tulsa-based drilling company, has been operating in the Anadarko Basin in the Texas Panhandle for more than 50 years. All 12 of the rigs are currently under contract. The rigs range from 650 horsepower to 1,700 horsepower with depth capacities rated from 6,500 feet to 18,000 feet. In addition to the rigs, Unit will acquire a fleet of 12 trucks that enable the efficient movement of rigs to new drilling locations and a district office and equipment yard in and near Borger, Texas. Along with an additional rig that was built and recently placed into service, Unit's rig fleet totals 88 land drilling rigs with the close of this acquisition. Currently, 83 of those 88 rigs are operating under contract. ----------------------------------------------------------- Unit Corporation is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas exploration, production and contract drilling. Unit's Common Stock is listed on the New York Stock Exchange under the symbol UNT. For more information about Unit Corporation, visit its website at http://www.unitcorp.com.This news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act that involve risks and uncertainties, including future rig utilization and dayrates, the number of wells to be drilled by the company, development, operational, implementation and opportunity risks, and other factors described from time to time in the company's publicly available SEC reports, which could cause actual results to differ materially from those expected.
news UNIT CORPORATION - ----------------------------------------------------------------------------- 1000 Kensington Tower, 7130 South Lewis Avenue, Tulsa, Oklahoma 74136 Telephone 918 493-7700, Fax 918 493-7714 Contact: Larry D. Pinkston President, Treasurer and Chief Financial Officer (918) 493-7700 For Immediate Release... December 8, 2003 UNIT CORPORATION ANNOUNCES EQUITY OFFERING TULSA, OK--December 8, 2003--Unit Corporation (NYSE:UNT) announced today that it intends to offer 2 million shares of its common stock, subject to market conditions. This offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The Company also expects to grant the underwriters of the proposed offering a 30-day option to purchase up to 300,000 additional shares of common stock to cover any over-allotments. The net proceeds from the offering will be used to repay amounts borrowed under its bank facility to finance the SerDrilco acquisition. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. The offering may be made only by means of a prospectus and related prospectus supplement. The offering is being led by Banc of America Securities LLC as the sole book-running manager. First Albany Capital is a co-lead manager on the transaction. A preliminary prospectus supplement related to the public offering will be filed with the Securities and Exchange Commission. When available, copies of the preliminary prospectus supplement relating to the offering may be obtained from the offices of Banc of America Securities LLC; e-mail: Bryan.J.Smull@bofasecurities.com. Unit is an independent energy company. Through its subsidiaries, the Company drills onshore oil and natural gas wells for other parties and engages in the acquisition, exploration, development and production of oil and natural gas properties. Unit was founded in 1963 as a contract drilling company and in 1979 the Company began to develop its exploration and production operations to diversify its contract drilling revenues. The Company's operations are principally located in the Mid-Continent region, as well as the Permian, Gulf Coast Basins and the Rocky Mountain area of the United States. As of December 1, 2003, the Company operates 76 drilling rigs through its wholly-owned subsidiary, Unit Drilling Company. As of December 31, 2002, the Company's wholly-owned subsidiary, Unit Petroleum Company, owned proved oil and natural reserves of approximately 269 Bcfe.---------------------------------------------------------- This news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act that involve risks and uncertainties, including the possibility that the transaction discussed in this release may not close, future rig utilization and dayrates, the number of wells to be drilled by the company, development, operational, implementation and opportunity risks, and other factors described from time to time in the company's publicly available SEC reports, which could cause actual results to differ materially from those expected.