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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 1999
UNIT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9260 73-1283193
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
1000 Kensington Tower,
7130 South Lewis,
Tulsa, Oklahoma 74136
(Address Of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (918) 493-7700
(Not Applicable)
(Former Name Or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 10, 1999, Unit Corporation ("Unit") announced that it had
entered into a definitive agreement and plan of merger (the "Merger Agreement")
with Questa Oil and Gas Co., a Colorado corporation ("Questa"). The Merger
Agreement provides, subject to certain conditions set forth therein, that a
wholly owned subsidiary of Unit will be merged (the "Merger") with and into
Questa, with Questa continuing as the surviving corporation and a wholly owned
subsidiary of Unit. At the effective time of the Merger, each share of common
stock, par value $.001, of Questa (the "Questa Common Stock") issued and
outstanding (excluding any treasury shares held by Questa), at the effective
time of the Merger, will be converted into the right to receive .95 shares of
common stock, par value $.20 per share, of Unit (the "Unit Common Stock").
The closing of the Merger is subject to certain conditions set forth in the
Merger Agreement, including, among other things, the approval of the holders of
at least a majority of the Questa Common Stock and the registration with the
Securities and Exchange Commission of the shares of Unit Common Stock to be
issued in connection with the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
No. Description
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99.1 Press Release, issued by Unit Corporation on
December 10, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 15, 1999
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UNIT CORPORATION
By: /s/ King P. Kirchner
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King P. Kirchner
Chairman and Chief Executive
Officer
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Contact: Larry Pinkston
Vice President, Treasurer,
and Chief Financial Officer
(918) 493-7700
For Immediate Release
December 10, 1999
UNIT CORPORATION ANNOUNCES AGREEMENT TO
PURCHASE QUESTA OIL & GAS CO.
Tulsa, Oklahoma Unit Corporation (NYSE -- UNT) announced today that it has
signed a merger agreement with Questa Oil & Gas Co. (Nasdaq Small Cap-QUES).
Under the terms of the agreement, each outstanding share of Questa common stock
will be exchanged for .95 shares of Unit common stock. Questa currently has
approximately 1,900,000 shares outstanding.
Questa Oil & Gas Co., a Tulsa-based company, explores and develops oil and
gas properties primarily in the Permian Basin of Texas and, to a lesser extent,
the Anadarko Basin in Oklahoma. At December 31, 1998, Questa had proved
developed oil and natural gas reserves of approximately 17.4 billion cubic feet
of gas equivalents, consisting of 87% natural gas. Consummation of the merger
is subject to approval of the merger agreement by the Questa shareholders and
other conditions typical of transactions such as this.
The transaction is expected to be accounted for as a pooling of interests
and to qualify as a tax-free reorganization. It is anticipated that the
transaction will be immediately accretive to earnings and cash flow per share.
Unit also announced a record number of contract drilling rigs operating.
Unit has 36 rigs operating with an additional four rigs under contract. Unit
has contracted all seven of its rigs in the Rocky Mountain district, four rigs
in the South Texas district and 29 rigs in the Anadarko and Arkoma district of
Oklahoma and the Texas Panhandle.
John G. Nikkel, President of Unit Corporation said, "The merger provides
several benefits to us. First and foremost, it fits Unit's mission of creating
value for our shareholders on a per share basis. It also enhances our
exploration and production presence in the Permian Basin, a prolific oil and
natural gas area." He also said the strength in the contract drilling rig
utilization is encouraging as we head into 2000.
Unit Corporation is a Tulsa-based, publicly-held energy company engaged
through its subsidiaries in oil and gas exploration, production, and contract
drilling. Unit's Common Stock is listed on the New York Stock Exchange under
the symbol UNT . For more information about Unit Corporation, visit its website
at http://www.unitcorp.com.
This news release contains forward-looking statements within the meaning of
the Securities Litigation Reform Act that involve risks and uncertainties,
including price volatility, development, operational, implementation and
opportunity risks, risks inherent in mergers among energy industry members,
drilling rig utilization rates and other factors described from time to time in
the company's publicly available SEC reports, which could cause actual results
to differ materially from those expected.
