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): July 1, 2005
Unit Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
1-9260 |
73-1283193 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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7130 South Lewis, Suite 1000, Tulsa, Oklahoma |
74136 |
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(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)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
(17 CFR 240.13e-4(c))
Section 2 – Corporate Governance and Management.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Directors.
(d) Effective July 1, 2005, the Board of Directors of the Company, on recommendation of the Nominating and Governance Committee, elected Mr. Gary Christopher and Mr. Robert Sullivan as directors. Each of these individuals will serve as a Class I director and will stand for election at the Company's Annual Meeting of Shareholders to be held in 2006. With these elections, 10 individuals now serve as directors of the Company.
At this time, neither Mr. Christopher nor Mr. Sullivan has been appointed to serve on any of the committees of the Board of Directors.
Mr. Christopher served as the Chief Executive Officer, President and as a director and shareholder of PetroCorp Incorporated, a public company which was acquired by Unit Corporation through a public merger transaction which closed in January 2004. Except as disclosed in the previous sentence, there are no transactions in which Mr. Christopher or Mr. Sullivan has an interest requiring disclosure under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Christopher or Mr. Sullivan and any other person under which either Mr. Christopher or Mr. Sullivan was elected as a director of the Company.
A copy of the press release announcing the election of Mr. Christopher and Mr. Sullivan is attached as Exhibit 99.1.
Sections 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
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99.1 |
Unit Corporation press release dated July 1, 2005 |
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SIGNATURES
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.
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Unit Corporation | |
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Date: July 1, 2005 |
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By: /s/ Mark E. Schell |
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Name: Mark E. Schell |
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Title: Senior Vice President |
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EXHIBIT INDEX
Exhibit No. Description.
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99.1 |
Unit Corporation press release dated July 1, 2005 |
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UNIT CORPORATION |
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| 7130 South Lewis Avenue, Suite 1000 Tulsa, Oklahoma 74136 Telephone 918 493-7700, Fax 918 493-7711 | |
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Contact: |
Larry D. Pinkston |
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President and Chief Executive Officer | ||
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(918) 493-7700 |
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For Immediate Release...
July 1, 2005
UNIT CORPORATION ANNOUNCES ELECTION OF NEW DIRECTORS
Tulsa, Oklahoma . . . Unit Corporation (NYSE – UNT) announced today that its Board of Directors has elected Mr. Gary R. Christopher and Mr. Robert J. Sullivan, Jr. to the Company’s Board of Directors.
Mr. Christopher, since January 2004, has been engaged in personal investments and consulting. Between August 1999 and January 2004, he served as President and Chief Executive Officer and a director of PetroCorp Incorporated, and from March 1996 to August 1999 he served as the Acquisition Coordinator of Kaiser-Francis Oil Company. His other past professional experience includes serving as Vice President of Acquisitions for Indian Wells Oil Company and Senior Vice President and Manager of Energy Lending for First National Bank of Tulsa and the Bank of Oklahoma. He worked for Amerada Hess Corporation as a Reservoir Engineer and for Texaco, Inc. as a production Engineer. Mr. Christopher is a Registered Professional Engineer in the State of Oklahoma, a member of the Society of Petroleum Engineers, Society of Petroleum Evaluation Engineers, and the Oklahoma Independent Petroleum Association. Mr. Christopher received a Bachelor of Science degree in Petroleum Engineering from the University of Missouri. He is a past Director of the Petroleum Club of Tulsa, Middle Bay Oil Company, Three Tech Energy, PetroCorp Incorporated and a present Director of the Summit Bank of Oklahoma.
Mr. Sullivan, Jr. is a Principal with Sullivan and Company LLC, a family-owned independent oil and gas exploration and production company founded in 1958. He is also the Founder (1989) and served as Chairman and CEO of Lumen Energy Corporation prior to its sale
in 2004. Mr. Sullivan was appointed to Oklahoma Governor Frank Keating’s Cabinet as Secretary of Energy in March, 2002. He received a Bachelor of Business Administration degree from the University of Notre Dame and a Master of Business Administration degree from the University of Michigan. Mr. Sullivan is a Board Member of the Oklahoma Independent Petroleum Association, Oklahoma Energy Resources Board, St. John Medical Center, St. Joseph Residence, University of Notre Dame Alumni Association, and former Board Member of Catholic Charities and Gatesway Foundation. He also is Trustee for Tulsa’s Monte Cassino Endowment Trust, a Member of the University of Notre Dame, Graduate School Advisory Council and Past Chairman of the Tulsa School Boards of Cascia Hall Preparatory School, Monte Cassino School and the School of St. Mary.
Larry D. Pinkston, Chief Executive Officer and President of Unit Corporation said, “Both Mr. Christopher’s and Mr. Sullivan’s experience and expertise will be significant assets to Unit. We look forward to their presence and contribution to our company.”
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Unit Corporation is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and gas exploration, production, contract drilling and gas gathering and processing. 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.