SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(FOURTH AMENDMENT)
Under the Securities Exchange Act of 1934
PetroCorp Incorporated
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
71645N 10 1
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(CUSIP Number)
TAMARA R. WAGMAN
FREDERIC DORWART, LAWYERS
Old City Hall
124 East Fourth Street
Tulsa, OK 74103-5010
(918) 583-9922
(918) 583-8251 (Facsimile)
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
October 16, 1998
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(Date of Event Which Required Filing)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b) (3) or (4), check
this box [ ].
Check the following box if a fee is being paid with this statement [X].
<PAGE>2
CUSIP No. 71645N 10 1
(1) Name of Reporting Person S.S. Kaiser-Francis Oil Co.
or I.R.S. Identification No. I.R.S. ID. #73-1006655
of Above Person
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
(See instructions)
(3) SEC Use Only
(4) Source of Funds (See instructions) WC
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place State of Delaware
of Organization
Number of Shares Beneficially
Owned by Each Reporting
Person With:
(7) Sole Voting Power 4,277,457
(8) Shared Voting Power None
(9) Sole Dispositive Power 4,277,457
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially Owned 4,277,457
by Each Reporting Person (*includes
right to acquire 2,121,000 shares)
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 49.54%
Amount in Row (11)
(14) Type of Reporting Person CO
(See instructions)
<PAGE>3
SCHEDULE 13D
Filed by Kaiser-Francis Oil Company
In Connection with Transactions in the
Shares of PetroCorp Incorporated
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of PetroCorp Incorporated, a Texas corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 16800 Greenspoint Park Drive, Suite 300, North Atrium,
Houston, Texas.
ITEM 2. IDENTITY AND BACKGROUND.
(1) GENERAL. GBK Corporation owns all of the issued and
outstanding capital stock of Kaiser-Francis Oil Company
("Kaiser-Francis"). George B. Kaiser ("Kaiser") owns 78.23% of
the issued and outstanding capital stock of GBK Corporation.
Affiliates of Kaiser own 21.77% of the issued and outstanding
capital stock of GBK Corporation.
(2) GBK CORPORATION. GBK Corporation is a Delaware corporation,
whose principal business is a holding company. The address of
the principal business and principal office of GBK Corporation
is:
6733 South Yale
Tulsa, Oklahoma 74136
With respect to paragraphs (d) and (e) of this Item 2, none.
(3) KAISER-FRANCIS OIL COMPANY. Kaiser-Francis is a Delaware
corporation, whose principal business is the exploration for
and production of oil and gas and the acquisition and
disposition of producing oil and gas properties. The address
of the principal business and principal office of
Kaiser-Francis Oil Company is:
6733 South Yale
Tulsa, Oklahoma 74136
With respect to paragraphs (d) and (e) of this Item 2, none.
(4) The executive officers, directors, and each person who may be
deemed to be controlling GBK Corporation and Kaiser-Francis
are as follows:
President: George B. Kaiser
Executive Vice President: James A. Willis
Chief Financial Officer: D. Joseph Graham
Secretary: Frederic Dorwart
Treasurer: Reece A. Hembree
Director: George B. Kaiser
<PAGE>4
(5) (a) George B. Kaiser
(b) 6733 South Yale
Tulsa, OK 74136
(c) Independent Oil and Gas Producer
KAISER-FRANCIS OIL COMPANY
6733 South Yale
Tulsa, OK 74136
(d) No
(e) No
(f) United States of America
(6) (a) James A. Willis
(b) 6733 South Yale
Tulsa, OK 74136
(c) Executive Vice President
KAISER-FRANCIS OIL COMPANY
6733 South Yale
Tulsa, OK 74136
(d) No
(e) No
(f) United States of America
(7) (a) D. Joseph Graham
(b) 6733 South Yale
Tulsa, OK 74136
(c) Chief Financial Officer
KAISER-FRANCIS OIL COMPANY
6733 South Yale
Tulsa, OK 74136
(d) No
(e) No
(f) United States of America
(8) (a) Frederic Dorwart
(b) Old City Hall
124 East Fourth Street
Tulsa, OK 74103-5010
(c) Law
<PAGE>5
Old City Hall
124 East Fourth Street
Tulsa, OK 74103-5010
(d) No
(e) No
(f) United States of America
(9) (a) Reece A. Hembree
(b) 6733 South Yale
Tulsa, OK 74136
(c) Treasurer
KAISER-FRANCIS OIL COMPANY
6733 South Yale
Tulsa, OK 74136
(d) No
(e) No
(f) United States of America
ITEM 3. SOURCE OR AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Working capital: Amount to be determined.
ITEM 4. Kaiser-Francis has assessed the current business and financial
environment for oil and gas companies and reviewed the assets and
performance of PetroCorp. Based upon that assessment, Kaiser-Francis
has engaged in discussions with management respecting a range of
options which the company might pursue to maximize shareholder value,
including asset and business acquisitions, disposition of all or
substantially all assets, changes in operations, and going-private
transactions. Dependent upon market conditions, pricing, continued
company performance, and industry conditions, Kaiser-Francis may
purchase additional shares, sell all or a part of its share holdings,
encourage management to consider means of improving company
performance, propose the sale of all or substantially all of the
assets of the company, and/or propose a going-private transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of shares of PetroCorp. beneficially owned by
Kaiser-Francis is 4,277,457 and remains unchanged from its
June 17, 1998 filing of the Third Amendment to Schedule 13D.
<PAGE>6
(b) On June 25, 1996, Gary R. Christopher purchased 500 shares of
Petro-Corp Common Stock at $8-1/8 per share. On May 3, 1996,
Mr. Christopher purchased 1,000 shares at $7-1/2 per share.
Kaiser-Francis disclaims any beneficial interest in the share
held by Mr. Christopher and the shares are not included in the
interests reported in this filing.
ITEM 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF
ISSUER.
None; except as described in Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement Dated June 21, 1996 between First Reserve Corporation
and Kaiser-Francis Oil Corporation respecting purchase of shares
of PetroCorp Common Stock.
(b) Registration Rights Agreement dated January 18, 1994 (Previously
filed).
(c) Assignment Agreement dated July 26, 1996 (Previously filed).
(d) Agreement Dated October 9, 1996 between LHS Holding Company and
Kaiser-Francis Oil Corporation respecting purchase of shares of
PetroCorp Common Stock (Previously filed).
(e) Registration Rights Agreement dated August 24, 1993 between
PetroCorp Incorporated and L. S. Holding Company (Previously
filed).
SIGNATURE
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.
Signed: /s/ Gary R. Christopher
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Gary R. Christopher
KF-13D-9.3
