UNIT CORP
SC 13G/A, 1999-07-12
CRUDE PETROLEUM & NATURAL GAS
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                              UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                                   Unit Corp.
                                (Name of Issuer)

                          COMMON STOCK, $0.20 PAR VALUE
                         (Title of Class of Securities)

                                    909218109
                                 (CUSIP Number)

                                  June 30, 1999
             (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).

<PAGE>

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            978,950 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          1,265,250 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       1,122,610 shares

                    8  SHARED DISPOSITIVE POWER

                       1,499,750 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,622,360  shares  (includes  shares  beneficially  owned by FLA  Asset
         Management, LLC, Stamford Advisers Corp. and FLA Advisers L.L.C.)

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    10.2%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>

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          201,975 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       436,475 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         436,475 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

   1.7%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Stamford Advisers Corp.
   13-3421430

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) [ ]

                                                (b) [ ]



<PAGE>



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          36,400 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       36,400 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         36,400 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    0.1%

12  TYPE OF REPORTING PERSON

    IA, CO

<PAGE>

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          1,063,275 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       None

                    8  SHARED DISPOSITIVE POWER

                       1,063,275 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         1,063,275  shares  (includes  shares  beneficially  owned  by  Stamford
         Advisers Corp.)

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                    [ ]

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

   4.1%

12  TYPE OF REPORTING PERSON

    IA, OO

<PAGE>

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


<PAGE>



Item 2(c)         CITIZENSHIP:

         See Item 4 of the cover pages attached hereto

Item 2(d)         TITLE OF CLASS OF SECURITIES:

         Common Stock, par value $0.20

Item 2(e)         CUSIP NUMBER:

         909218109

Item 3       Forstmann-Leff Associates, LLC, a Delaware limited liability
             corporation and successor-in-interest to Forstmann-Leff Associates,
             Inc., a New York corporation, 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
             corporation and successor-in-interest to FLA Asset Management,
             Inc., a Delaware corporation, 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 whose managing members
             constitute a majority of the Executive Committee of the Board of
             Mangers of Forstmann-Leff Associates, LLC.  Stamford Advisers
             Corp., a New York corporation, is a registered investment adviser
             under the Act whose parent company is FLA Advisers L.L.C.



<PAGE>



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>



                                   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.

July 7, 1999

                                                 FORSTMANN-LEFF ASSOCIATES, LLC


                                                       By:  /s/ Peter A. Lusk
                                                                Peter A. Lusk
                                                      Executive Vice President


                                                      FLA ASSET MANAGEMENT, LLC


                                                     By:      /s/ Peter A. Lusk
                                                                  Peter A. Lusk
                                                      Executive Vice President
                                                        STAMFORD ADVISERS CORP.


                                                        By:  /s/ Peter A. Lusk
                                                                 Peter A. Lusk
                                                                 President

                                                            FLA ADVISERS L.L.C.


                                                    By:  /s/ Peter A. Lusk
                                                              Peter A. Lusk
                                                              Managing Member

<PAGE>



<PAGE>


                                                                     Exhibit A

                                    AGREEMENT

         The undersigned,  Forstmann-Leff Associates, LLC, FLA Asset Management,
LLC, Stamford  Advisers Corp. and FLA Advisers L.L.C.,  agree that the statement
to which this exhibit is appended is filed on behalf of each of them.


July 7, 1999

                                            FORSTMANN-LEFF ASSOCIATES, LLC


                                            By:      /s/ Peter A. Lusk
                                            Peter A. Lusk
                                            Executive Vice President


                                            FLA ASSET MANAGEMENT, LLC


                                            By:      /s/ Peter A. Lusk
                                            Peter A. Lusk
                                            Executive Vice President


                                            STAMFORD ADVISERS CORP.


                                            By:      /s/ Peter A. Lusk
                                            Peter A. Lusk
                                            President


                                            FLA ADVISERS L.L.C.


                                            By:  /s/ Peter A. Lusk
                                            Peter A. Lusk
                                            Managing Member




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