SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material pursuant to Section 240.14a-12
PETROCORP INCORPORATED
(Name of Registrant as Specified In Its Charter)
Unit Corporation
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required
[ ] $125 per Exchange Act Rules O-1(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22 of Schedule 14A.
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pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
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FOR IMMEDIATE RELEASE
Contact: Larry D. Pinkston
President, Treasurer
and Chief Financial Officer
(918) 493-7700
For Immediate Release...
August 14, 2003
UNIT CORPORATION ANNOUNCES AGREEMENT
TO PURCHASE PETROCORP INCORPORATED
Tulsa, Oklahoma . . . Unit Corporation (NYSE - UNT) announced today that it
has signed a merger agreement with PetroCorp Incorporated (AMEX - PEX) for a
purchase price of approximately $182,000,000 to be paid in cash.
PetroCorp, a Tulsa-based company, explores and develops oil and natural gas
properties primarily in Texas and Oklahoma. At December 31, 2002, PetroCorp
reported that it had total reserves of 55.0 billion cubic feet of natural gas
equivalents, consisting of 38,760 million cubic feet of natural gas and
2,709,000 barrels of oil.
Allocation of the purchase price is approximately $94 million to working
capital, $78 million to proved reserves and the remaining $10 million to
undeveloped leasehold and partnership interest. It is anticipated that the
transaction will be immediately accretive to earnings per share.
The merger is subject to approval by holders of at least two-thirds of the
outstanding shares of PetroCorp common stock and the customary closing
conditions.
John G. Nikkel, Chief Executive Officer of Unit Corporation said, "The
acquisition fits well with Unit's current core area of operations, which will
help us to further develop and exploit new fields. This is an opportunistic
acquisition that allows us to economically grow our asset base."
INVESTOR NOTICES
This press release includes "forward-looking statements" as defined by the
Securities and Exchange Commission. Such statements are those about Unit's
merger and strategic plans, expectations and objectives for future operations.
All statements, other than statements of historical facts, included in this
press release that address activities, events or developments Unit
expects, believes or anticipates will or may occur in the future are
forward-looking statements. This includes completion of the proposed merger,
future financial performance, future equity issuance and other matters. These
statements are based on certain assumptions made by Unit based on its experience
and opinion of historical trends, current conditions, expected developments and
other causes it believes are proper in the circumstances. Such statements are
subject to several assumptions, risks and uncertainties, many of which are
beyond the control of Unit. Investors are cautioned that any such statements are
not guarantees of future performance and actual results or developments may
differ materially from those projected in the forward-looking statements.
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 our website at
http://www.unitcorp.com.
Unit Corporation (the "Company") and certain other persons may be deemed to be
participants in the solicitation of proxies of PetroCorp's shareholders to
approve the proposed merger. The participants in this solicitation may be deemed
to include the directors and executive officers of the Company.
PetroCorp will file a proxy statement and may file other relevant documents with
the SEC concerning the proposed merger. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of
charge at the web site maintained by the SEC at www.sec.gov. In addition, you
may obtain documents filed with the SEC by PetroCorp Incorporated free of charge
by requesting them in writing from PetroCorp, Attn: Investor Relations, P.O. Box
21298, Tulsa, Oklahoma 74121-1298, or by telephone, (918) 491-4500. Investors
are encouraged to read the proxy statement and related documents carefully when
they become available before making any voting or investment decisions.