UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Unit Corp. (Name of Issuer) COMMON STOCK, $.10 PAR VALUE (Title of Class of Securities) 909218109 (CUSIP Number) December 31, 2002 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 909218109 13G Page 2 of 10 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff Associates, LLC 52-2169043 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 2,248,795 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 2,193,699 shares PERSON WITH 7 SOLE DISPOSITIVE POWER 3,097,512 shares 8 SHARED DISPOSITIVE POWER 2,653,199 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,750,711 shares (includes shares beneficially owned by FLA Asset Management, LLC, FLA Advisers L.L.C., Peconic Partners LLC, and Forstmann-Leff International, LLC) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.3% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 909218109 13G Page 3 of 10 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Asset Management, LLC 52-2169045 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 1,733,799 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 2,170,699 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,170,699 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 909218109 13G Page 4 of 10 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FLA Advisers L.L.C. 13-3942422 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 225,300 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 225,300 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 225,300 shares (includes shares beneficially owned by Peconic Partners LLC) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 909218109 13G Page 5 of 10 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peconic Partners LLC 13-4096659 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 4,300 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 4,300 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON IA, OO CUSIP NO. 909218109 13G Page 6 of 10 pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Forstmann-Leff International, LLC 52-2169041 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 234,600 shares PERSON WITH 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 257,200 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 257,200 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6% 12 TYPE OF REPORTING PERSON IA, OO Page 7 of 10 pages Item 1(a) NAME OF ISSUER: Unit Corp. Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1000 Kensington Centre 7130 South Lewis Tulsa, Oklahoma 74136 Item 2(a) NAME OF PERSON FILING: See Item 1 of the cover pages attached hereto Item 2(b) Address of Principal Business Office, or if none, residence: 590 Madison Avenue New York, New York 10022 Item 2(c) CITIZENSHIP: See Item 4 of the cover pages attached hereto Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.10 par value Item 2(e) CUSIP NUMBER: 909218109 Item 3 Forstmann-Leff Associates, LLC, a Delaware limited liability company, is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940 (the "Act"). FLA Asset Management, LLC, a Delaware limited liability company, is a registered investment adviser under the Act and a subsidiary of Forstmann-Leff Associates, LLC. FLA Advisers L.L.C., a New York limited liability company, is a registered investment adviser under the Act. Peconic Partners LLC, a Delaware limited liability company, is a registered investment adviser under the Act and a subsidiary of FLA Advisers L.L.C. Forstmann-Leff International, LLC, a Delaware limited liability company, is a registered investment adviser under the Act. The members of Forstmann-Leff Associates, LLC's Investment Committee are the members of Forstmann-Leff International, LLC's Investment Committee and the managers of FLA Advisers L.L.C. Page 8 of 10 pages Item 4 OWNERSHIP: (a) Amount beneficially owned: See Item 9 of the cover pages attached hereto (b) Percent of Class: See Item 11 of the cover pages attached hereto (c) See Items 5 through 8 of the cover pages attached hereto Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Various clients of the reporting persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Unit Corp. No one client's interest in the Common Stock of Unit Corp. is more than five percent of the total outstanding Common Stock. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9 NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 10 pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 2003 FORSTMANN-LEFF ASSOCIATES, LLC By: /s/ Joseph Sullivan Chief Operating Officer FLA ASSET MANAGEMENT, LLC By: Forstmann-Leff Associates, LLC, its Sole Member By: /s/ Joseph Sullivan Chief Operating Officer FLA ADVISERS L.L.C. By: /s/ Joseph Sullivan Chief Operating Officer PECONIC PARTNERS LLC By: /s/ Joseph Sullivan Chief Operating Officer FORSTMANN-LEFF INTERNATIONAL, LLC By: /s/ Joseph Sullivan Chief Operating Officer Page 10 of 10 pages Exhibit A AGREEMENT The undersigned, Forstmann-Leff Associates, LLC, FLA Asset Management, LLC, FLA Advisers L.L.C., Peconic Partners LLC and Forstmann-Leff International, LLC, agree that the statement to which this exhibit is appended is filed on behalf of each of them. February 14, 2003 FORSTMANN-LEFF ASSOCIATES, LLC By: /s/ Joseph Sullivan Chief Operating Officer FLA ASSET MANAGEMENT, LLC By: Forstmann-Leff Associates, LLC, its Sole Member By: /s/ Joseph Sullivan Chief Operating Officer FLA ADVISERS L.L.C. By: /s/ Joseph Sullivan Chief Operating Officer PECONIC PARTNERS LLC By: /s/ Joseph Sullivan PECONIC PARTNERS LLC FORSTMANN-LEFF INTERNATIONAL, LLC By: /s/ Joseph Sullivan Chief Operating Officer
Date: 2/14/2003 Form: SC 13G/A - Statement of acquisition of beneficial ownership by individuals
