<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(FIFTH AMENDMENT)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PETROCORP INCORPORATED
----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
71645N 10 1
(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)
-------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 20, 1999
-------------------------------------
(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 1 of 6 Pages
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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 4,327,457
(8) Shared Voting Power None
(9) Sole Dispositive Power 4,327,457
(10) Shared Dispositive Power None
(11) Aggregate Amount Beneficially Owned 4,327,457
by Each Reporting Person
(12) Check if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares
(See instructions)
(13) Percent of Class Represented by 49.99%
Amount in Row (11)
(14) Type of Reporting Person CO
(See instructions)
Page 2 of 6 Pages
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SCHEDULE 13D
FILED BY KAISER-FRANCIS OIL COMPANY
IN CONNECTION WITH TRANSACTIONS IN THE
SHARES OF PETROCORP INCORPORATED
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 3 of 6 Pages
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(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
Old City Hall
124 East Fourth Street
Tulsa, OK 74103-5010
Page 4 of 6 Pages
<PAGE> 5
(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.
N/A. The purpose of this amendment is not related to an
acquisition of shares.
ITEM 4. PURPOSE OF TRANSACTION.
PetroCorp Incorporated and Kaiser-Francis Oil Company have
signed a letter of intent which would restructure and
reorganize the Company. Kaiser-Francis would contract to
manage and provide administrative support for all of
PetroCorp's operations, both in the United States and Canada.
The services arrangement is subject to negotiation of a
definitive management agreement, as well as final approval of
the Company's Board of Directors and shareholders. It is
anticipated that the executive management and staff of
PetroCorp would be employees of, or contracted by,
Kaiser-Francis. The letter of intent is attached as an
exhibit to this filing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of shares of Petro-Corp, beneficially owned by
Kaiser-Francis is 4,327,457 which increased 50,000 shares
from its October 16, 1998 filing of the Fourth Amendment to
Schedule 13D. The 50,000 shares were purchased in open market
transactions and were reflected on Form 4 filed with the SEC.
(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.
Page 5 of 6 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99 (a) Agreement Dated June 21, 1996 between First Reserve
Corporation and Kaiser-Francis Oil Corporation respecting
purchase of shares of PetroCorp Common Stock (Previously
filed).
99 (b) Registration Rights Agreement dated January 18, 1994
(Previously filed).
99 (c) Assignment Agreement dated July 26, 1996 (Previously filed).
99 (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).
99 (e) Registration Rights Agreement dated August 24, 1993 between
PetroCorp Incorporated and L. S. Holding Company (Previously
filed).
99 (f) Letter of Intent dated May 20, 1999 between PetroCorp
Incorporated and Kaiser-Francis Oil Company (attached hereto).
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
---------------------------
Gary R. Christopher
Page 6 of 6 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
99 (a) Agreement Dated June 21, 1996 between First Reserve
Corporation and Kaiser-Francis Oil Corporation respecting
purchase of shares of PetroCorp Common Stock (Previously
filed).
99 (b) Registration Rights Agreement dated January 18, 1994
(Previously filed).
99 (c) Assignment Agreement dated July 26, 1996 (Previously filed).
99 (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).
99 (e) Registration Rights Agreement dated August 24, 1993 between
PetroCorp Incorporated and L. S. Holding Company (Previously
filed).
99 (f) Letter of Intent dated May 20, 1999 between PetroCorp
Incorporated and Kaiser-Francis Oil Company (attached hereto).
</TABLE>
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EXHIBIT 99(f)
KAISER-FRANCIS OIL COMPANY P.O. BOX 2168 TULSA, OKLAHOMA 74121-1468
- -------------------------------------------------------------------------------
6733 South Yale Ave.
(918)494-0000
May 18, 1999
The Board of Directors
PetroCorp, Inc.
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060
Gentlemen:
You have indicated that you are in basic agreement with the proposal
made by Kaiser-Francis Oil Company in a letter dated April 26, 1999 and you
have asked Kaiser-Francis to provide a more detailed proposal. Kaiser-Francis
has obtained additional information from the management of PetroCorp, and while
more information would be necessary to prepare a final agreement, is prepared
to do the following:
Kaiser-Francis would contract to manage the entire operation of
Petro-Corp. All staff and executive management would be employees of or
contracted by Kaiser-Francis. Some PetroCorp employees would be offered
positions with Kaiser-Francis. This team, along with the Board of Directors,
would be totally responsible for the growth and development of PetroCorp as a
strong viable oil and gas producing company. This would be done by investing
existing and additional capital in quality exploitation, exploration, merger
and acquisition opportunities to the extent that management deems it prudent to
do so. With a strong balance sheet, access to capital and an extremely lean and
flexible organization, PetroCorp can take advantage of many situations
currently or soon to be available. Market and industry conditions would
continually be assessed to maximize the value of the company's assets for the
benefit of the shareholders.
In return for these services, Kaiser-Francis would receive 100% of the
administrative overhead fees on operated wells and a charge of $50 per lease
per month for non operated properties. In addition Kaiser-Francis would receive
a 2% override and a 25% net profits interest after payout on any new
exploration or exploitation prospect not currently identified by PetroCorp.
This fee would absorb any prospect generator, land and supervisor incentive
compensation and the time of Kaiser-Francis personnel, equipment, supplies,
information services, etc. for currently identified or new prospects. Any new
costs incurred specifically for PetroCorp projects would be charged to
PetroCorp. Any expenditure exceeding $250,000 net to PetroCorp's interest would
require Board of Director approval.
<PAGE> 2
The new management would commit to lower outside G&A expenses where
possible, such as the reduction in maintenance and license agreements and in
rental expense. A minimum of $4,500,000 in annual G&A savings should be
achieved with this proposal. It is anticipated a transition period of six
months would be necessary to ensure a smooth and complete conversion,
especially in the accounting/MIS systems. Actual property operations transfer
would only take a fraction of that time.
Kaiser-Francis believes that PetroCorp has a strong and independent
Board of Directors and desires it to stay in place to share in and oversee the
future growth of PetroCorp.
While this letter goes into more detail than the letter of April 26th,
it is a letter of intent and would be subject to a mutually acceptable
management agreement. If the terms outlined in this letter are agreeable,
please indicate your approval below and we will begin the documentation process
immediately.
Should you have any questions concerning this letter of intent, please
feel free to contact me at (918) 491-4576 or Joe Graham at (918) 491-4504.
Thank you again for your consideration.
Sincerely yours,
KAISER-FRANCIS OIL COMPANY
/s/ Gary R. Christopher
cc: George B. Kaiser
D. Joseph Graham
Agreed to this 20th day of May, 1999
PetroCorp, Inc.
By: /s/ W N McBEAN
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(Title) President
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