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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIT CORPORATION
(Exact name of registrant as specified in its charter)
1000 KENSINGTON TOWER I
7130 SOUTH LEWIS
TULSA, OKLAHOMA 74136
(918) 493-7700
DELAWARE (Name, address, including zip code, 73-1283193
(State or other and telephone number, including (I.R.S. Employer
jurisdiction of area code, of Registrant's Identification No.)
incorporation or principal executive offices)
organization)
MARK E. SCHELL COPY TO:
GENERAL COUNSEL LYNNWOOD R. MOORE, JR.
UNIT CORPORATION CONNER & WINTERS,
1000 KENSINGTON TOWER I, 7130 SOUTH A PROFESSIONAL CORPORATION
LEWIS, TULSA, OKLAHOMA 74136 3700 FIRST PLACE TOWER
(918) 493-7700 15 EAST 5TH STREET
(Name, address, including zip code, TULSA, OKLAHOMA 74103-4344
and telephone number, including (918) 586-5711
area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED PROPOSED
OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
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Common Stock(2) 1,000,000 shares $6.375 $6,375,000 $1,772.25
(1) Estimated for the purpose of computing the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low sales prices
reported on the New York Stock Exchange on October 18, 1999.
(2) Each share of Common Stock is accompanied by a preferred share purchase
right pursuant to the Rights Agreement, dated May 19, 1995, with
ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. The
selling stockholder may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION - OCTOBER 19, 1999
PROSPECTUS
1,000,000 SHARES
UNIT CORPORATION
COMMON STOCK
Up to 1,000,000 outstanding shares of common stock of Unit Corporation may
be offered for sale from time to time by Parker Drilling Company North America,
Inc. We will not receive any part of the proceeds of the sale of these shares.
Our common stock is traded on the New York Stock Exchange under the symbol
"UNT". On October 18, 1999, the last reported sales price of our common stock
as reported on the New York Stock Exchange was $6.25 per share.
See "Risk Factors" on pages 4 to 8 for factors that should be considered
before investing in our shares.
We will pay the expenses of registration of the sale of the shares
(except for discounts, concessions or commissions of any underwriters,
dealers or agents).
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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The date of this prospectus is , 1999
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You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you
with different information. This prospectus is not an offer to sell these
shares of common stock and it is not soliciting an offer to buy these shares of
common stock in any state where the offer or sale is not permitted. You should
not assume that the information in this prospectus is accurate as of any date
other than the date on the cover page of this prospectus.
TABLE OF CONTENTS
Page
Where You Can Find More Information About the Company 3
The Company 4
Recent Developments 4
Risk Factors 4
Forward Looking Statements 8
Use of Proceeds 9
Selling Stockholder 9
Description of Capital Stock 9
Plan of Distribution by Selling Stockholder 12
Legal Opinions 13
Experts 13
Independent Accountants 13
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WHERE YOU CAN FIND MORE
INFORMATION ABOUT THE COMPANY
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document filed by us at the
SEC's public reference rooms located at 450 Fifth Street, N.W., Judiciary Plaza,
Room 1024, Washington, D.C. 20549; at regional offices of the SEC at the
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and at 7 World Trade Center, New York, New York 10048. You
may call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our filings are also available to the public from the SEC's
Internet web site at http://www.sec.gov. Information concerning us also may be
inspected at the New York Stock Exchange offices located at 20 Broad Street, New
York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and information we file later with the
SEC will automatically update and supersede the information in this prospectus.
We incorporate by reference the documents issued below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we terminate the offering of these shares:
. Our Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
. Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31
and June 30, 1999; and
. The description of rights to purchase preferred stock contained in the
Company's registration statement on Form 8-A filed with the SEC on May 23,
1995;; and
. Our Form 8-K filed with the SEC on October 12, 1999.
We will provide, without charge, to each person to whom a copy of this
prospectus has been delivered, a copy of any of the documents referred to
above as being incorporated by reference. You may request a copy of these
filings by writing or telephoning Mr. Mark E. Schell, General Counsel and
Corporate Secretary, Unit Corporation, 1000 Kensington Tower I, 7130 South
Lewis, Tulsa, Oklahoma 74136 (telephone 918/493-7700).
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THE COMPANY
We are engaged in the land contract drilling of natural gas and oil
wells and the exploration, development, acquisition and production of
natural gas and oil properties. We were founded in 1963 as a contract
drilling company and our current contract drilling operations are focused
primarily in the Oklahoma and Texas areas of the Anadarko and Arkoma
Basins. Our primary exploration and production operations are also
conducted in the Anadarko and Arkoma Basins. In 1994, we commenced
contract drilling operations in the Texas Gulf Coast area and in 1995 we
commenced exploration and production oil and gas operations in that region.
In October 1999, we commenced contract drilling operations in the Rocky
Mountain region.
Our principal executive offices are located at 1000 Kensington Tower I,
7130 South Lewis, Tulsa, Oklahoma 74136, and our telephone number is (918) 493-
7700.
RECENT DEVELOPMENTS
On September 30, 1999, we closed the acquisition of 13 land drilling
rigs from Parker Drilling Company and Parker Drilling Company North
America, Inc. (the "Parker Acquisition"). Under the terms of this
acquisition, Parker received 1,000,000 shares of our common stock and
$40,000,000.
RISK FACTORS
You should carefully consider the following risk factors, in addition to
the other information set forth in this prospectus, before purchasing
shares of our common stock. Each of these risk factors could adversely
affect our business, operating results and financial condition, as well as
adversely affect the value of an investment in our common stock. This
investment involves a high degree on risk.
Oil and gas prices are volatile, and low prices have negatively affected
our financial results and could do so in the future.
Our revenues, operating results, cash flow and future rate of growth
depend substantially upon prevailing prices for oil and gas. Historically,
oil and gas prices and markets have been volatile, and they are likely to
continue to be volatile in the future. Oil and gas prices declined
substantially in 1998 and, despite recent improvement, could decline again.
These declines had a significant negative impact on our financial results
for 1998 and the first half of 1999. We incurred a net loss for the
quarterly periods ending March 31 and June 30, 1999. Depressed prices in
the future would have a negative impact on our future financial results.
Because our reserves are predominantly gas, changes in gas prices may have
a particularly large impact on our financial results.
Prices for oil and gas are subject to wide fluctuations in response to
relatively minor changes in the supply of and demand for oil and gas,
market uncertainty and a variety of additional factors that are beyond our
control. These factors include:
. political conditions in oil producing regions, including the Middle East;
. the ability of the members of the Organization of Petroleum Exporting
Countries to agree to and maintain oil price and production controls;
. the price of foreign imports;
. actions of governmental authorities;
. the domestic and foreign supply of oil and gas;
. the level of consumer demand;
. weather conditions;
. domestic and foreign government regulations;
. the price, availability and acceptance of alternative fuels; and
. overall economic conditions.
These factors and the volatile nature of the energy markets make it
impossible to predict with any certainty the future prices of oil and gas.
Our contract drilling operations depend on levels of activity in the oil
and gas exploration and production industry.
Our contract drilling operations depend on the level of activity in oil
and gas exploration and production in our operating markets. Both short-
term and long-term trends in oil and gas prices affect the level of that
activity. Because oil and gas prices are volatile, the level of exploration and
production activity can also be volatile. Decreased oil and gas prices during
1998 and early 1999 adversely affected our contract drilling activity by
lowering the utilization of our rigs and reducing the day rates we charge for
our rigs. During this period, a number of oil and gas companies announced
reductions in capital spending for exploration and development, and others have
completed or announced consolidating transactions that have or are likely to
continue to result in additional reductions.
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Although oil and gas prices have recently improved, we expect that in the near
term our customers will continue a cautious approach to exploration and
development spending until price gains prove to be sustainable. Any decrease
from current oil and gas prices would depress the level of exploration and
production activity. This, in turn, would likely result in a decline in the
demand for our drilling services and would have an adverse effect on our
contract drilling revenues, cash flows and profitability. As a result, the
future demand for our drilling services is uncertain.
We may not successfully integrate the Parker Acquisition.
With the close of the Parker Acquisition, we increased our drilling rig
fleet by 13 rigs and significantly increased the number of employees involved in
our contract drilling operations. In order to benefit from this transaction, we
will have to integrate these assets and personnel in an effective manner, which
could require substantial attention of our management. This transaction
represents a greater commitment to our contract drilling segment, which is a
highly competitive and sometimes volatile business. If we are unable to
effectively integrate these assets and personnel or if the contract drilling
business suffers a significant decline, our business and prospects generally
could be adversely affected to a material extent.
The industries in which we operate are highly competitive, and many of
our competitors have greater resources than we do. In particular, the
contract drilling industry has intense price competition and excess rig
supply.
The drilling industry in which we operate is very competitive. Most
drilling contracts are awarded on the basis of competitive bids, which also
results in intense price competition. In the markets in which we operate,
the number of rigs available for use exceeds the demand for rigs, which
increases this price competition. Many of our competitors in the contract
drilling industry have greater financial and human resources than we do.
These resources may enable them to better withstand periods of low rig
utilization, to compete more effectively on the basis of price and technology,
to build new rigs or acquire existing rigs and to provide rigs more quickly than
we do in periods of high rig utilization.
The oil and gas industry is also highly competitive. We compete in the
areas of property acquisitions and oil and gas exploration, development,
production and marketing with major oil companies, other independent oil
and natural gas concerns and individual producers and operators. In
addition, we must compete with major and independent oil and natural gas
concerns in recruiting and retaining qualified employees. Many of our
competitors in the oil and gas industry have substantially greater
financial and other resources than we do.
Shortages of experienced personnel for our contract drilling operations
could limit our ability to meet the demand for our services.
In recent years, the number of oil and gas drilling rigs in operation
has declined substantially. As a result, a large number of experienced
personnel in this industry have moved to other industries or fields. If
the demand for contract drilling services should increase significantly, we
and most other contract drilling contractors may have difficulties in
employing enough qualified and experienced personnel to be able to meet
that demand completely.
Our operations have significant capital requirements, and our
substantial indebtedness could have important consequences to you.
We have experienced and expect to continue to experience substantial
working capital needs due to our growth in drilling operations and our active
exploration, development and exploitation programs. We currently have, and will
continue to have, a large amount of indebtedness. At October 7, 1999, our long-
term debt outstanding was $60.7 million. As of October 7, 1999, the amount
available for borrowing under our credit facility was $85 million, of which
$57.7 million was outstanding. Our level of indebtedness, the cash flow needed
to satisfy our indebtedness and the covenants governing our indebtedness could:
. limit funds available for financing capital expenditures, our drilling
program or other activities or cause us to curtail these activities;
. limit our flexibility in planning for, or reacting to changes in, our
business;
. place us at a competitive disadvantage to some of our competitors that are
less leveraged than us;
. make us more vulnerable during periods of low oil and gas prices or in the
event of a downturn in our business; and
. prevent us from obtaining additional financing on acceptable terms or limit
amounts available under our existing or any future credit facilities.
Our ability to meet our debt service obligations will depend on our
future performance. We cannot assure you that we will be able to meet our
debt service requirements. In addition, lower oil and gas prices could
result in future reductions in the amount available for borrowing under our
credit facility, reducing our liquidity and even triggering mandatory loan
repayments.
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If the requirements of our indebtedness are not satisfied, a default
would be deemed to occur and our lenders would be entitled to accelerate
the payment of the outstanding indebtedness. If this occurs, we cannot
assure you that we would have sufficient funds available or could obtain
the financing required to meet our obligations.
Our future performance depends upon our ability to find or acquire
additional oil and gas reserves that are economically recoverable.
In general, production from oil and natural gas properties declines as
reserves are depleted, with the rate of decline depending on reservoir
characteristics. Unless we successfully replace the reserves that we
produce, our reserves will decline, resulting eventually in a decrease in
oil and gas production and lower revenues and cash flow from operations.
Historically, we have succeeded in increasing reserves after taking
production into account through exploitation, development and exploration.
We have conducted such activities on our existing oil and gas properties as
well as on newly acquired properties. We may not be able to continue to
replace reserves from such activities at acceptable costs. Low prices of
oil and gas may further limit the kinds of reserves that can economically
be developed. Lower prices also decrease our cash flow and may cause us to
decrease capital expenditures.
We are continually identifying and evaluating opportunities to acquire
oil and gas properties, including acquisitions that would be significantly
larger than those consummated to date by us. We cannot assure you that we
will successfully consummate any acquisition, that we will be able to
acquire producing oil and gas properties that contain economically
recoverable reserves or that any acquisition will be profitably integrated
into our operations.
Our exploration and production natural gas and oil operations involve a
high degree of business and financial risk which could adversely affect
us.
Exploitation, development and exploration involve numerous risks that
may result in dry holes, the failure to produce oil and gas in commercial
quantities and the inability to fully produce discovered reserves. The
cost of drilling, completing and operating wells is substantial and
uncertain. Numerous factors beyond our control may cause the curtailment,
delay or cancellation of drilling operations, including:
. unexpected drilling conditions;
. pressure or irregularities in formations;
. equipment failures or accidents;
. adverse weather conditions;
. compliance with governmental requirements; and
. shortages or delays in the availability of drilling rigs or delivery crews
and the delivery of equipment.
Exploratory drilling is a speculative activity. Although we may disclose
our overall drilling success rate, those rates may decline. Although we may
discuss drilling prospects that we have identified or budgeted for, we may
ultimately not lease or drill these prospects within the expected time
frame, or at all. Lack of drilling success will have an adverse effect on
our future results of operations and financial condition.
Our hedging arrangements might limit the benefit of increases in natural
gas prices.
In order to reduce our exposure to short-term fluctuations in the price
of oil and gas, we sometimes enter into hedging arrangements. Our hedging
arrangements apply to only a portion of our production and provide only
partial price protection against declines in oil and gas prices. These
hedging arrangements may expose us to risk of financial loss and limit the
benefit to us of increases in prices.
Estimates of our reserves are uncertain and may prove to be inaccurate,
and oil and gas price declines may lead to an impairment of our oil and
gas assets.
There are numerous uncertainties inherent in estimating quantities of
proved reserves and their values, including many factors beyond the control
of the producer. The reserve data included or incorporated by reference in
this prospectus supplement or the accompanying prospectus represent only
estimates. Reservoir engineering is a subjective and inexact process of
estimating underground accumulations of oil and gas that cannot be measured
in an exact manner. Estimates of economically recoverable oil and gas
reserves depend on a number of variable factors, including historical
production from the area compared with production from other producing
areas, and assumptions concerning:
. the effects of regulations by governmental agencies;
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. future oil and gas prices;
. future operating costs;
. severance and excise taxes;
. development costs; and
. workover and remedial costs.
Some or all of these assumptions may vary considerably from actual
results. For these reasons, estimates of the economically recoverable
quantities of oil and gas attributable to any particular group of properties,
classifications of those reserves based on risk of recovery, and estimates of
the future net cash flows from reserves prepared by different engineers or by
the same engineers but at different times may vary substantially. Accordingly,
reserve estimates may be subject to downward or upward adjustment. Actual
production, revenues and expenditures with respect to our reserves will likely
vary from estimates, and those variances may be material.
The information regarding discounted future net cash flows included in
or incorporated by reference in this prospectus should not be considered as
the current market value of the estimated oil and gas reserves attributable
to our properties. As required by the SEC, the estimated discounted future
net cash flows from proved reserves are based on prices and costs as of the
date of the estimate, while actual future prices and costs may be materially
higher or lower. Actual future net cash flows also will be affected by the
following factors:
. the amount and timing of actual production;
. supply and demand for oil and gas;
. increases or decreases in consumption; and
. changes in governmental regulations or taxation.
In addition, the 10% discount factor, which is required by the SEC to be
used in calculating discounted future net cash flows for reporting purposes, is
not necessarily the most appropriate discount factor based on interest rates in
effect from time to time and risks associated with our operations or the oil and
gas industry in general.
We periodically review the carrying value of our oil and gas properties
under the full cost accounting rules of the SEC. Under these rules, capitalized
costs of proved oil and gas properties may not exceed the present value of
estimated future net revenues from proved reserves, discounted at 10%.
Application of the ceiling test generally requires pricing future revenue at the
unescalated prices in effect as of the end of each fiscal quarter and requires a
write-down for accounting purposes if the ceiling is exceeded, even if prices
were depressed for only a short period of time. We may be required to write down
the carrying value of our oil and gas properties when oil and gas prices are
depressed or unusually volatile. If a write-down is required, it would result in
a charge to earnings, but would not impact cash flow from operating activities.
Once incurred, a write-down of oil and gas properties is not reversible at a
later date.
Our operations present inherent risks of loss that, if not insured or
indemnified against, could adversely affect our results of operations.
Our drilling operations are subject to many hazards inherent in the
drilling industry, including blowouts, cratering, explosions, fires, loss
of well control, loss of hole, damaged or lost drilling equipment and damage or
loss from inclement weather. Our exploration and production operations are
subject to these and similar risks. Any of these events could result in
personal injury or death, damage to or destruction of equipment and facilities,
suspension of operations, environmental damage and damage to the property of
others. Generally, drilling contracts provide for the division of
responsibilities between a drilling company and its customer, and we seek to
obtain indemnification from our drilling customers by contract for some of these
risks. To the extent that we are unable to transfer these risks to drilling
customers by contract or indemnification agreements, we seek protection through
insurance which our management considers to be adequate. However, we cannot
assure you that our insurance or indemnification agreements will adequately
protect us against liability from all of the consequences of the hazards
described above. The occurrence of an event not fully insured or indemnified
against, or the failure of a customer to meet its indemnification obligations,
could result in substantial losses. In addition, we cannot assure you that
insurance will be available to cover any or all of these risks. Even if
available, the insurance might not be adequate to cover all of our losses, or we
might decide against obtaining that insurance because of high premiums or other
costs.
In addition, we are not the operator of some of our wells. As a result,
our operating risks for those wells and our ability to influence the operations
for those wells are less subject to our control. Operators of those wells may
act in ways that are not in our best interests.
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Governmental and environmental regulations could adversely affect our
business.
Our business is subject to federal, state and local laws and regulations
on taxation, the exploration for and development, production and marketing
of oil and gas and safety matters. Many laws and regulations require
drilling permits and govern the spacing of wells, rates of production,
prevention of waste, unitization and pooling of properties and other
matters. These laws and regulations have increased the costs of planning,
designing, drilling, installing, operating and abandoning our oil and gas
wells and other facilities. In addition, these laws and regulations, and
any others that are passed by the jurisdictions where we have production,
could limit the total number of wells drilled or the allowable production
from successful wells, which could limit our revenues.
Our operations are also subject to complex environmental laws and
regulations adopted by the various jurisdictions where we operate. We could
incur liability to governments or third parties for any unlawful discharge of
oil, gas or other pollutants into the air, soil or water, including
responsibility for remedial costs. We could potentially discharge these
materials into the environment in any number of ways including the following:
. from a well or drilling equipment at a drill site;
. from gathering systems, pipelines, transportation facilities and storage
tanks;
. damage to oil and natural gas wells resulting from accidents during normal
operations; and
. blowouts, cratering and explosions.
Because the requirements imposed by laws and regulations are frequently
changed, we cannot assure you that laws and regulations enacted in the future,
including changes to existing laws and regulations, will not adversely affect
our business. In addition, because we acquire interests in properties that have
been operated in the past by others, we may be liable for environmental damage
caused by the former operators.
Year 2000 risks could cause a business disruption that adversely affects
our operations and financial condition.
Failure by us, our customers, our suppliers or other third parties to
become Year 2000 compliant on a timely basis could cause us to have a material
business disruption. We have not yet received adequate assurances of Year 2000
compliance from many third parties that are important to our operations. If we
experience a business disruption because of Year 2000 failures, our operations
and financial performance could be adversely affected.
Our stockholders Rights Plan and provisions of Delaware law and our by-
laws and charter could discourage change in control transactions and prevent
stockholders from receiving a premium on their investment.
Our by-laws provides for a classified board of directors with staggered
terms and authorizes the board of directors to set the terms of preferred
stock. In addition, our charter and Delaware law contain provisions that
impose restrictions on business combinations with interested parties. We
have also adopted a stockholders' rights plan. Because of our stockholders'
rights plan and these provisions of our by-laws, charter and Delaware law,
persons considering unsolicited tender offers or other unilateral takeover
proposals may be more likely to negotiate with our board of directors rather
than pursue non-negotiated takeover attempts. As a result, these provisions may
make it more difficult for our stockholders to benefit from transactions that
are opposed by an incumbent board of directors.
FORWARD-LOOKING STATEMENTS
This prospectus, including the information we incorporate by reference,
information included in, or incorporated by reference from, future filings
by us with the SEC, as well as information contained in written material,
press releases and oral statements issued by or on behalf of us, contain,
or may contain, certain statements that may be deemed to be "forward-looking
statements" within the meaning of federal securities laws. All statements,
other than statements of historical facts, included or incorporated by reference
in this prospectus, which address activities, events or developments which we
expect or anticipate will or may occur in the future are forward-looking
statements. The words "believes," "intends," "expects," "anticipates,"
"projects," "estimates," "predicts" and similar expressions are also intended to
identify forward-looking statements.
These forward-looking statements include, among others, such things as:
. our Year 2000 plans;
. the amount and nature of future capital expenditures;
. wells to be drilled or reworked;
. oil and gas prices and demand;
. exploitation and exploration prospects;
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. estimates of proved oil and gas reserves;
. reserve potential;
. development and infill drilling potential;
. drilling prospects;
. expansion and other development trends of the oil and gas industry;
. business strategy;
. production of oil and gas reserves;
. expansion and growth of our business and operations; and
. drilling rig utilization, revenues and costs.
These statements are based on certain assumptions and analyses made by
us in light of our experience and our perception of historical trends, current
conditions and expected future developments as well as other factors we believe
are appropriate in the circumstances. However, whether actual results and
developments will conform to our expectations and predictions is subject to a
number of risks and uncertainties which could cause actual results to differ
materially from our expectations, including:
. the risk factors discussed in this prospectus and in the documents we
incorporate by reference;
. general economic, market or business conditions;
. the nature or lack of business opportunities that may be presented to
and pursued by us;
. demand for land drilling services;
. changes in laws or regulations; and
. other factors, most of which are beyond our control.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by
the selling stockholder.
SELLING STOCKHOLDER
Parker Drilling Company North America, Inc. ("Parker North America"), as
of the date hereof, is the beneficial owner of the 1,000,000 shares being
offered for sale under this prospectus. All of these shares were received by it
as part of the consideration we paid in connection with the Parker Acquisition
(see "Recent Developments"). In addition, we also granted registration rights
with respect to these shares whereby we agreed to use our best efforts to effect
the registration of these shares for resale on behalf of Parker North America
and to maintain the effectiveness of the registration statement for a period of
two years, subject to certain conditions. The offer and sale of these shares
are being registered pursuant to the registration rights granted to Parker North
America. If all of the shares offered under this prospectus are sold, Parker
North America will not beneficially own any shares of our stock.
DESCRIPTION OF CAPITAL STOCK
We have 45,000,000 authorized shares of capital stock, consisting of (a)
40,000,000 shares of common stock, having a par value of $.20 per share,
and (b) 5,000,000 shares of preferred stock, having a par value of $1.00
per share.
Common Stock
As of the date of this prospectus, there were 33,815,676 shares of
common stock outstanding. All of such outstanding shares of common stock
are fully paid and nonassessable.
Our stockholders are entitled to receive dividends, when, as and if
declared by our board of directors out of assets legally available for
their payment. In certain cases, we may not pay dividends to common
stockholders until our dividend obligations to the holder of any preferred
stock then outstanding have been satisfied. The provisions of our credit
arrangements subject us to certain restrictions on the payment of dividends.
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, our stockholders will be entitled to share equally in our assets
remaining after payment of all liabilities and after holders of all series of
outstanding preferred stock have received their liquidation preferences in full.
Our stockholders have no preemptive subscription, conversion or redemption
rights, and are not subject to further calls or assessments by us. There are no
sinking fund provisions applicable to the common stock.
9
<PAGE>
Our stockholders are entitled to one vote per share for the election of
directors and on all other matters submitted to a vote of stockholders.
Holders of common stock have no right to cumulate their votes in the election of
directors.
Preferred Stock
As of the date of this prospectus, there were no shares of preferred
stock outstanding.
Preferred stock may be issued from time to time in one or more series,
and our board of directors, without further approval of the stockholders,
is authorized to fix the dividend rates and terms, conversion rights, voting
rights, redemption rights and terms, liquidation preferences, sinking fund and
any other rights, preferences, privileges and restrictions applicable to each
series of preferred stock. The purpose of authorizing the board of directors to
determine such rights, preferences, privileges and restrictions is to eliminate
delays associated with a stockholder vote on specific issuances. The issuance
of preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of the holders of common stock and, under certain
circumstances, make it more difficult for a third party to gain control of us.
Stockholder Rights Agreement
Each share of common stock includes one right ("Right") entitling the
registered holder to purchase from us one one-hundredth of a share (a
"Fractional Share") of Series A Participating Cumulative Preferred Stock
(the " Preferred Shares"), at a purchase price per Fractional Share of
$12.75, subject to adjustment (the "Purchase Price").
With certain exceptions, upon the earlier of (1) 10 days following the
date we learn that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of our outstanding shares of common
stock, or (2) 10 business days following the commencement of a tender offer
or exchange offer that would result in a person becoming an Acquiring
Person, a "Distribution Date" will occur and the Rights will be separated
from the common stock. In certain circumstances, our board of directors
may defer the Distribution Date. Certain inadvertent acquisitions will not
result in a person becoming an Acquiring Person if the person promptly
divests itself of sufficient common stock. Until the Distribution Date,
(1) the Rights are evidenced by the certificates representing outstanding
shares of common stock and will be transferred with and only with such
certificates, which contain a notation incorporating the Rights Agreement
by reference, and (2) the surrender for transfer of any certificate for
common stock will also constitute the transfer of the Rights associated
with the common stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business 10 years after the Rights are issued,
unless earlier redeemed or exchanged by us as described below.
As soon as practicable after the Distribution Date, Rights certificates
will be mailed to holders of record of the common stock as of the close of
business on the Distribution Date and, from and after the Distribution
Date, the separate Rights certificates alone will represent the Rights.
All shares of common stock issued prior to the Distribution Date will be
issued with Rights. Shares of common stock issued after the Distribution
Date in connection with certain employee benefit plans or upon conversion
of certain securities will be issued with Rights. Except as otherwise
determined by our board of directors, no other shares of the common stock
issued after the Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding
shares of common stock at a price and on terms that a majority of our
independent directors determines to be fair to and otherwise in our and our
stockholders best interests (a "Permitted Offer")), each holder of a Right
will thereafter have the right to receive, upon exercise of such Right, the
number of Fractional Shares equivalent to the number of shares of common
stock (or, in certain circumstances, cash, property or other securities)
having a market value equal to two times the Purchase Price. Notwithstanding
the foregoing, following the occurrence of any Triggering Event (as defined
below), all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by or transferred to an Acquiring
Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement.
In the event (a "Flip-Over Event") that, at any time from and after the
time an Acquiring Person becomes such, (1) we are acquired in a merger or
other business combination transaction (other than certain mergers that
follow a Permitted Offer) or (2) 50% or more of our assets or earning power
is sold or transferred, each holder of a Right (except Rights that are
voided as set forth above) shall thereafter have the right to receive, upon
exercise, a number of shares of common stock of the acquiring company
having a market value equal to two times the exercise price of the Right as
set by the Board of Directors. Flip-In Events and Flip-Over Events are
collectively referred to as "Triggering Events."
The number of outstanding Rights associated with a share of common stock, or
the number of Preferred Shares issuable upon exercise of a Right and the
Purchase Price, are subject to adjustment in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the common stock occurring
prior to the Distribution Date. The Purchase Price payable, and the number of
10
<PAGE>
Fractional Shares of Preferred Shares or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution in the event of certain transactions affecting the Preferred
Shares.
At any time until ten days following the first date of public announcement
of the occurrence of a Flip-In Event, we may redeem the Rights in whole, but not
in part, at a price of $0.01 per Right, payable, at our option, in cash, shares
of common stock or such other consideration as our board of directors may
determine. Immediately upon the effectiveness of the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $0.01 redemption
price.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder, including, without limitation, the right to vote or to receive
dividends.
Other than the redemption price, our board of directors may amend any of the
provisions of the Rights Agreement as long as the Rights are redeemable.
The Rights have certain antitakeover effects. They will cause substantial
dilution to any person or group that attempts to acquire us without the approval
of our board of directors. As a result, the overall effect of the Rights may be
to render more difficult or discourage any attempt to acquire us, even if such
acquisition may be favorable to the interests of our stockholders. Because our
board of directors can redeem the Rights or approve a Permitted Offer, the
Rights should not interfere with a merger or other business combination approved
by our board of directors. The Rights were issued to protect our stockholders
from coercive or abusive takeover tactics and inadequate takeover offers and to
afford our board of directors more negotiating leverage in dealing with
prospective acquirors.
Certain Other Possible Anti-takeover Provisions
Our by-laws, charter and Delaware law contain certain provisions that
might be characterized as anti-takeover provisions. These provisions may
make it more difficult to acquire control of us or remove our management.
Classified Board of Directors
Our by-laws provides for our board of directors to be divided into three
classes of directors serving staggered three-year terms, with the number of
directors in each class to be as nearly equal as possible. As a result, only
one-third of our directors are elected each year.
Issuance of Preferred Stock
As described above, our charter authorizes a class of undesignated preferred
stock consisting of 5,000,000 shares. The issuance of preferred stock could,
among other things, make it more difficult for a third party to gain control of
us.
Fair Price Provisions
Our charter also contains certain "fair price provisions" designated to
provide safeguards for stockholders when an "interested stockholder" (defined as
a stockholder owning 5% or more of our voting stock) attempts to effect a
"business combination" with us. The term "business combination" includes:
. any merger or consolidation of us involving the interested stockholder,
. certain dispositions of our assets,
. any issuance of our securities meeting certain threshold amounts, to the
interested stockholder,
. adoption of any plan of liquidation or dissolution of us proposed by the
interested stockholder, and
. any reclassification of our securities having the effect of increasing the
proportionate share of ownership of the interested stockholder.
In general, a business combination between us and the interested
stockholder must be approved by the affirmative vote of 80% of the outstanding
voting stock unless the transaction is approved by a majority of the members of
the Board of Directors who are not affiliated with the interested stockholder or
certain minimum price and form of consideration requirements are satisfied.
Delaware Business Combination Statute
11
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We are incorporated under the laws of the State of Delaware. Section
203 of the Delaware General Corporation Law prevents an "interested stockholder"
(defined as a stockholder owning 15% or more of a corporation's voting stock)
from engaging in a business combination with that corporation for a period of
three years from the date the stockholder became an interested stockholder
unless:
. the corporation's board of directors had earlier approved either the
business combination or the transaction by which the stockholder became an
interested stockholder;
. upon attaining that status, the interested stockholder had acquired at
least 85% of the corporation's voting stock (not counting shares owned by
persons who are directors and also officers); or
. the business combination is later approved by the board of directors
and authorized by a vote of two-thirds of the stockholders (not including
the shares held by the interested stockholder).
Since we have not amended our charter or by-laws to exclude the application
of Section 203, its provisions apply to us. Accordingly, Section 203 may
inhibit an interested stockholder's ability to acquire additional shares of
common stock or otherwise engage in a business combination with us.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common stock is ChaseMellon
Shareholder Services, L.L.C.
PLAN OF DISTRIBUTION BY SELLING STOCKHOLDER
We are registering the sale of the shares of common stock on behalf of
the selling stockholder. The selling stockholder, or its donees, pledgees,
transferees or other successors-in-interest selling shares received after
the date of this prospectus from a selling stockholder in a non-sale related
transfer, may sell the shares of common stock in one or more types of
transactions (which may include block transactions) on the New York Stock
Exchange, in private, negotiated transactions, through put or call option
transactions relating to the shares, through short sales of shares, or a
combination of such methods, at market prices prevailing at the time of sale or
at negotiated prices. Such transactions may or may not involve brokers or
dealers. The selling stockholder has advised us that it has not entered into
any agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of its shares and that there is no underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling stockholder.
Any or all of the shares may be sold from time to time directly to
purchasers by the selling stockholder. Alternatively, the selling stockholder
may from time to time offer the shares through underwriters, dealers or agents
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the selling stockholder and/or from the purchaser of the
shares for whom they may act as agent (which compensation to a particular
broker-dealer may be in excess of customary commissions). We have agreed to
indemnify the selling stockholder against certain liabilities, including
liabilities arising under the Securities Act. The selling stockholder may
indemnify any agent, dealer or broker-dealer that participates in sales of the
shares against similar liabilities.
The selling stockholder and any broker-dealers that act in connection with
the sale of the shares might be deemed to be "underwriters" under the Securities
Act, and any commissions received by such broker-dealers and any profit on the
resale of the shares by them while acting as principals might be deemed
underwriting discounts and commissions under the Securities Act.
Because the selling stockholder may be deemed an "underwriter" under the
Securities Act, it will be subject to certain prospectus delivery requirements
of the Securities Act, which may include delivery through the facilities of the
New York Stock Exchange. We have informed the selling stockholder that certain
anti-manipulation provisions of Regulation M under the Exchange Act may apply to
its sale of shares in the market.
In addition, the selling stockholder may from time to time sell the shares
in transactions permitted by Rule 144 or Rule 145, as applicable, under the
Securities Act, provided it meets the criteria and conforms to the requirements
of such rules.
We have agreed to bear all of the costs and expenses in connection with the
registration of the shares offered by this prospectus which are estimated to be
approximately $12,000. The selling stockholder will pay all brokerage
commissions and similar selling expenses, if any, incurred with the sale of the
shares.
If we are notified that the selling stockholder has entered into a material
arrangement with a broker-dealer for a sale of shares, or if we receive
notification that a donee, pledgee, transferee or other successor-in-interest
intends to sell more than 500 shares, we will file a supplement to this
prospectus.
12
<PAGE>
LEGAL OPINIONS
Conner & Winters, A Professional Corporation, Tulsa, Oklahoma, as our
counsel, will issue an opinion for us regarding the validity of the shares
of common stock offered by this prospectus.
EXPERTS
The estimated reserve evaluations and related calculations of Ryder
Scott Company, petroleum engineers, incorporated by reference in this
prospectus, have been incorporated in reliance upon the authority of said firm
as experts in petroleum engineering.
INDEPENDENT ACCOUNTANTS
Our financial statements as of December 31, 1997 and 1998, and for each of
the three years in the periods ended December 31, 1998, incorporated in this
prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 1998, have been incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. With respect to our unaudited
consolidated financial information for the three month periods ended March 31,
1998 and 1999 and the six month periods ended June 30, 1998 and 1999,
incorporated by reference in this prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their
separate report dated April 24, 1999 and August 9, 1999, and incorporated
herein, states that they did not audit and they do not express an opinion
on that unaudited consolidated financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
consolidated financial information because that report is not a "report" or
a "part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by us in connection with the offering
described in this registration statement are as follows:
SEC registration fee $ 1,772
Printing expenses $ 1,000
Accounting fees and expenses $ 5,000
Legal fees and expenses $ 4,000
Miscellaneous $ 228
-------
Total $12,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 4 of our by-laws provides for indemnification of any person who is,
or is threatened to be made, a witness in or a party to any proceeding by
reason of his or her position as a director, officer, or employee, to the
extent authorized by applicable law including, but not limited to, the Delaware
General Corporation Law. Pursuant to Section 145 of the Delaware General
Corporation Law a corporation generally has the power to indemnify its present
and former directors, officers, employees and agents against expenses and
liabilities incurred by them in connection with any suit to which they are, or
are threatened to be made, a party by reason of their serving in such positions
so long as they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in the right of a
corporation, however, indemnification is generally limited to attorney's fees
and other expenses and is not available if such person is adjudged to be liable
to the corporation unless the court determines that indemnification is
appropriate. In addition, a corporation has the power to purchase and
maintain insurance for such persons. Article 4 of the By-laws also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted to present and former directors, officers, employees and agents,
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
Article Nine of our charter eliminates in certain circumstances the
monetary liability of our directors for a breach of their fiduciary duty as
directors. These provisions do not eliminate the liability of a director
. for a breach of the director's duty of loyalty to us or to our
stockholders;
. for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law;
. under Section 174 of the Delaware General Corporation Law (relating to the
declaration of dividends and purchase or redemption of shares in violation
of the Delaware General Corporation Law); or
. for transactions from which the director derived an improper personal
benefit.
We have purchased directors and officers liability insurance that would
indemnify our directors and officers against damages arising out of certain
kinds of claims that might be made against them based on their negligent
acts or omissions while acting in their capacity as such.
The above discussion of our charter, by-laws and of Section 145 of the
Delaware General Corporation Law is not exhaustive and is qualified in its
entirety by our charter, our by-laws and statute.
II-1
<PAGE>
ITEM 16. EXHIBITS.
Exhibit
Number Description of Exhibits
-----------------------
2.6 - Asset Purchase Agreement dated August 12, 1999,
by and among Unit Corporation, Parker Drilling
Company and Parker Drilling Company North
America, Inc. (incorporated herein by reference
to Exhibit 99.1 to Form 8-K dated September 23,
1999).
3.1 - Restated Certificate of Incorporation of Unit
Corporation (incorporated herein by
reference to Exhibit 3.1 to Form S-3
(file No. 333-83551).
3.2 - By-Laws of Unit Corporation (incorporated
herein by reference to Exhibit 3.2 to Form
S-3 (file No. 333-83551).
4.1 - Form of Common Stock Certificate of Unit
Corporation (incorporated herein by
reference to Exhibit 4.1 to Form S-3
(file No. 333-83551).
4.2 - Rights Agreement between the Company and
Chemical Bank, Rights Agent (incorporated
herein by reference to Exhibit 1 to the
Company's Form 8-A filed with the SEC on May
23, 1995).
5 - Opinion of Conner & Winters, Tulsa, Oklahoma
(filed herewith).
15 - Letter on unaudited interim financial
information (filed herewith).
23.1 - Consent of PricewaterhouseCoopers LLP,
independent accountants (filed herewith).
23.2 - Consent of Conner & Winters (included in Exhibit 5).
23.3 - Consent of Ryder Scott Company (filed herewith).
24.1 - Power of Attorney (included on the signature
page to this registration statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
the volume of securities offered (if the total dollar value
of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of a prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
provided, however, that paragraphs (i) and (ii) above do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act
of 1934 ("Exchange Act") that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's Annual Report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where
II-2
<PAGE>
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless, in the
opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on October 19, 1999.
Unit Corporation
By: /s/ King P. Kirchner
-----------------------
King P. Kirchner,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Mark E. Schell and King P. Kirchner, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 19, 1999.
Name Title
/s/ King P. Kirchner Chief Executive Officer
- -------------------------------- Chairman of the Board
King P. Kirchner
/s/ John G. Nikkel President and
- -------------------------------- Director
John G. Nikkel
/s/ Earle Lamborn Vice President and
- -------------------------------- Director
Earle Lamborn
Vice President, Treasurer
/s/ Larry D. Pinkston and Chief Financial Officer
- -------------------------------- (Principal Financial Officer)
Larry D. Pinkston
Controller
/s/ Stanley W. Belitz (Principal Accounting Officer)
- --------------------------------
Stanley W. Belitz
/s/ William B. Morgan Director
- --------------------------------
William B. Morgan
/s/ Don Cook Director
- --------------------------------
Don Cook
II-4
<PAGE>
/s/ J. Michael Adcock Director
- --------------------------------
J. Michael Adcock
/s/ John S. Zink Director
- --------------------------------
John S. Zink
/s/ John H. Williams Director
- --------------------------------
John H. Williams
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
-----------------------
2.6 - Asset Purchase Agreement dated August 12, 1999,
by and among Unit Corporation, Parker Drilling
Company and Parker Drilling Company North
America, Inc. (incorporated herein by reference
to Exhibit 99.1 to Form 8-K dated September 23,
1999).
3.1 - Restated Certificate of Incorporation of Unit
Corporation (incorporated herein by reference
to Exhibit 3.1 to Form S-3 (file No. 333-83551).
3.2 - By-Laws of Unit Corporation (incorporated
herein by reference to Exhibit 3.2 to Form S-3
(file No. 333-83551).
4.1 - Form of Common Stock Certificate of Unit
Corporation (incorporated herein by reference
to Exhibit 4.1 to Form S-3 (file No. 333-83551).
4.2 - Rights Agreement between the Company and
Chemical Bank, Rights Agent (incorporated
herein by reference to Exhibit 1 to the
Company's Form 8-A filed with the SEC on May
23, 1995).
5 - Opinion of Conner & Winters, Tulsa, Oklahoma
(filed herewith).
15 - Letter on unaudited interim financial
information (filed herewith).
23.1 - Consent of PricewaterhouseCoopers LLP,
independent accountants (filed herewith).
23.2 - Consent of Conner & Winters (included in
Exhibit 5).
23.3 - Consent of Ryder Scott Company (filed herewith).
24.1 - Power of Attorney (included on the signature
page to this registration statement).
<PAGE>
EXHIBIT 5
[Conner & Winters Letterhead]
CONNER & WINTERS
A PROFESSIONAL CORPORATION
LAWYERS
3700 FIRST PLACE TOWER
15 EAST FIFTH STREET
TULSA, OKLAHOMA 74103-4344
(918) 586-5711
FAX (918) 586-8982
October 19, 1999
Unit Corporation
1000 Kensington Tower
7130 So. Lewis
Tulsa, Oklahoma 74136
Re: Unit Corporation
Registration Statement on Form S-3
(the "Registration Statement")
-----------------------------
Gentlemen:
We have acted as counsel for Unit Corporation, a Delaware corporation
(the "Company"), in connection with the proposed offer and sale by a certain
stockholder of the Company (the "Selling Stockholder") of up to one million
(1,000,000) shares of the Company's Common Stock, $.20 par value per share (the
"Shares"). Sales of the Shares may be effected by the Selling Stockholder from
time to time in one or more types of transactions described in the Registration
Statement.
In reaching the conclusions expressed in this opinion, we have (a)
examined such certificates of public officials and of corporate officers
and directors and such other documents and matters as we have deemed necessary
or appropriate, (b) relied upon the accuracy of facts and information set forth
in all such documents, and (c) assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals from which all such copies were made.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and are validly issued, fully paid and nonassessable shares of
Common Stock of the Company.
We are members of the bar of the State of Oklahoma. Our opinion
expressed above is limited to the laws of the State of Oklahoma, the corporate
laws of the State of Delaware, and the federal laws of the United States of
America, and we do not express any opinion herein concerning the laws of any
other jurisdiction.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
Prospectus constituting a part thereof under the caption "Legal Opinion."
Yours very truly,
CONNER & WINTERS,
A Professional Corporation
/s/ CONNER & WINTERS
<PAGE>
EXHIBIT 15
October 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated April 28, 1999 and August 9, 1999 on
our reviews of the interim financial information of Unit Corporation for
the periods ended March 31, 1999 and 1998 and June 30, 1999 and 1998 and
included in the Company's quarterly reports on Form 10-Q for the quarters
then ended are incorporated by reference in Unit Corporation's Registration
Statement on Form S-3 dated October 19, 1999.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 23, 1999, relating to the
consolidated financial statements and financial statement schedule of Unit
Corporation which appear in Unit Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998. We also consent to the reference to us under
the heading "Independent Accountants" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
October 19, 1999
<PAGE>
EXHIBIT 23.3
[LETTERHEAD OF RYDER SCOTT COMPANY]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in this Form S-3
Registration Statement of Unit Corporation ("Unit") of the information with
respect to Unit's oil and gas reserves, the future net revenues from such
reserves and the present value thereof, which information has been incorporated
by reference in such Registration Statement in reliance upon the report of this
firm dated February 9, 1999, and upon the authority of this firm as experts in
petroleum engineering. We hereby further consent to all references to our firm
included in such Registration Statement.
/s/ RYDER SCOTT COMPANY, L.P.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
October 19, 1999
