8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2009

UNITED REFINING ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33868	42-1732420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

823 Eleventh Avenue New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 956-5803

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On December 11, 2009, United Refining Energy Corp. (the “Company”) and Chaparral Energy, Inc. (“Chaparral”) mutually agreed to terminate the Agreement and Plan of Reorganization, dated October 9, 2009, as amended by Amendment No. 1 to the Agreement and Plan of Reorganization, dated November 23, 2009 (the “Merger Agreement”), by and among the Company, Chaparral and Chaparral Subsidiary, Inc., a wholly-owned subsidiary of the Company, pursuant to a letter of termination. The material terms and conditions of the Merger Agreement were previously disclosed in the Company’s Current Report on Form 8-K filed on October 13, 2009, and, to the extent required by Item 1.02 of Form 8-K, those descriptions are incorporated by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 11, 2009, Mr. Theodore P. Nikolis tendered his resignation as a director of the Company.

Item 8.01 Other Events.

On December 11, 2009, the Company issued a press release announcing the termination of the Merger Agreement and that the proposed business combination with Chaparral did not receive the stockholder vote required for approval despite the support of the Company’s warrantholders. The press release announcing the termination of the Merger Agreement and the results of the special meetings is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated December 11, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

December 11, 2009	UNITED REFINING ENERGY CORP.
	By:	/s/    JAMES E. MURPHY
	Name:	James E. Murphy
	Title:	Chief Financial Officer

Exhibit Index

99.1 Press Release, dated December 11, 2009

EX-99.1

Exhibit 99.1

NEWS RELEASE

UNITED REFINING ENERGY CORP. ANNOUNCES TERMINATION

OF CHAPARRAL ENERGY, INC. MERGER AGREEMENT

New York, NY – December 11, 2009 – United Refining Energy Corp. (the “Company”) (NYSE Amex: URX, URX-U, URX-WT) announced that the proposed business combination with Chaparral Energy, Inc. did not receive the stockholder vote required for approval despite the support of the Company’s warrantholders. The warrantholder proposal was approved by more than a majority in interest of the warrantholders. The Company will promptly notify the trustee to begin distributing proceeds from the trust account as soon as practicably possible.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company, Chaparral and the combined entity’s business after completion of the proposed transactions. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of the Company and Chaparral, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.

About United Refining Energy Corp.

The Company is a special purpose acquisition company formed in 2007 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, one or more businesses or assets in the energy industry. The Company’s initial public offering of units was consummated on December 17, 2007, raising net proceeds of approximately $464 million (which includes the proceeds of a private placement of 15,600,000 warrants for $15.6 million to its sponsor), of which approximately $449 million was placed in a trust account immediately following the IPO. Each unit is composed of one share of Company common stock and one warrant with an exercise price of $7.00. As of November 20, 2009, the Company held approximately $451.4 million (or approximately $10.03 per share) in a trust account maintained by an independent trustee, which will be released upon the consummation of the proposed transaction. For more information on the Company, please refer to SEC filings or visit www.urxny.com.

Contacts:

United Refining Energy Corp.

Investor inquiries:

Matthew Abenante

Capital Link, Inc.

212-661-7566

URX@CapitalLink.com

Website: www.urxny.com

Media inquiries:

Gerald McKelvey

Rubenstein Associates, Inc.

212-843-8013

gmckelvey@rubenstein.com

Chaparral Energy, Inc.

Investor inquiries:

Joe Evans, CFO

405-478-8770

joe.evans@chaparralenergy.com

Media inquiries:

Lisa Elliott

DRG&E

713-529-6600

lelliott@drg-e.com

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