sc13g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
UNIT CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
909218109
(CUSIP Number)
January 22, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
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The remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided
in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB control
number.
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NAMES OF REPORTING PERSONS
George Kaiser Family Foundation |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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State of Oklahoma |
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SOLE VOTING POWER |
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| NUMBER OF |
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2,448,932 shares |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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-0- shares |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,448,932 shares |
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| WITH: |
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SHARED DISPOSITIVE POWER |
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-0- shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,448,932 shares |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.28% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO - Not For Profit |
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NAMES OF REPORTING PERSONS
Frederic Dorwart |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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SOLE VOTING POWER |
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| NUMBER OF |
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2,448,932 shares |
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| SHARES |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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-0- shares |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,448,932 shares |
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| WITH: |
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SHARED DISPOSITIVE POWER |
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-0- shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,448,932 shares |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.28% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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NAMES OF REPORTING PERSONS
Philip Frohlich |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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2,448,932 shares |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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-0- shares |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,448,932 shares |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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-0- shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,448,932 shares |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.28% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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NAMES OF REPORTING PERSONS
Philip Lakin, Jr. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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5 |
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SOLE VOTING POWER |
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| NUMBER OF |
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2,448,932 shares |
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| SHARES |
6 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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-0- shares |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,448,932 shares |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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-0- shares |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,448,932 shares |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.28% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Item 1 (a). Name of Issuer: Unit Corporation (“Unit”)
Item 1 (b). Address of Issuer’s Principal Executive Offices:
1000 Kensington Center
7130 South Lewis
Tulsa, Oklahoma 74136
Item 2 (a). Name of Person Filing: This Schedule 13G with respect to the Common Stock of Unit
Corporation is filed by George Kaiser Family Foundation (“GKFF”)and GKFF co-trustees Mr. Dorwart,
Mr. Frohlich and Mr. Lakin.
Item 2 (b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of GKFF is 124 East Fourth Street, Suite 100,
Tulsa, Oklahoma 74103. The address of the principal business offices of the co-trustees are as
follows: Frederic Dorwart is 124 E. 4th Street, Tulsa, Oklahoma; Philip Frohlich,
1924 South Utica, Suite 1120, Tulsa, Oklahoma 74104; Philip Lakin Jr., 7030 South Yale, Suite 600,
Tulsa, Oklahoma 74136.
Item 2 (c). Citizenship: GKFF was formed under the laws of the State of Oklahoma. Mr. Dorwart,
Mr. Frohlich and Mr. Mr. Lakin are a citizen of the United State of America.
Item 2 (d). Title of Class of Securities: Common Stock, par value $0.10 per share
Item 2 (e). CUSIP No: 909218109
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.
Item 4. Ownership
The percentages used herein and in the rest of this Schedule 13G are calculated based upon a
total of 46,381,533 shares of Common Stock issued and outstanding as of October 29, 2007, as
reported in Unit’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.
A. GKFF
GKFF’s holdings are as follows:
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(a) |
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Amount Beneficially Owned: 2,448,932 shares |
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(b) |
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Percent of Class: 5.28% |
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(c) |
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Number of Shares as to which Such Person has: |
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sole power to vote or to direct the vote 2,448,932 shares |
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shared power to vote or to direct the vote -0- shares |
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(iii) |
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sole power to dispose or to direct the disposition of 2,448,932 shares |
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shared power to dispose or to direct the disposition of -0- shares |
B. Frederic Dorwart
Mr. Dorwart is co-trustee for GKFF and may be deemed to have beneficial ownership of GKFF
holdings. Mr. Dorwart’s beneficial holdings are as follows:
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(a) |
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Amount Beneficially Owned: 2,448,932 shares |
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(b) |
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Percent of Class: 5.28% |
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(c) |
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Number of Shares as to which Such Person has: |
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sole power to vote or to direct the vote 2,448,932 shares |
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(ii) |
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shared power to vote or to direct the vote -0- shares |
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(iii) |
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sole power to dispose or to direct the disposition of 2,448,932 shares |
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shared power to dispose or to direct the disposition of -0- shares |
C. Mr.Frohlich is co-trustee for GKFF and may be deemed to have beneficial ownership of GKFF
holdings. Mr. Frohlich’s beneficial holdings are as follows:
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(a) |
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Amount Beneficially Owned: 2,448,932 shares |
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(b) |
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Percent of Class: 5.28% |
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(c) |
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Number of Shares as to which Such Person has: |
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sole power to vote or to direct the vote 2,448,932 shares |
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(ii) |
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shared power to vote or to direct the vote -0- shares |
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(iii) |
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sole power to dispose or to direct the disposition of 2,448,932 shares |
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shared power to dispose or to direct the disposition of -0- shares |
D. Mr.Lakin is co-trustee for GKFF and may be deemed to have beneficial ownership of GKFF
holdings. Mr. Lakin’s beneficial holdings are as follows:
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Amount Beneficially Owned: 2,448,932 shares |
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(b) |
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Percent of Class: 5.28% |
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(c) |
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Number of Shares as to which Such Person has: |
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sole power to vote or to direct the vote 2,448,932 shares |
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(ii) |
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shared power to vote or to direct the vote -0- shares |
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(iii) |
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sole power to dispose or to direct the disposition of 2,448,932 shares |
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(iv) |
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shared power to dispose or to direct the disposition of -0- shares |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following o.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURES
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.
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| February 1, 2008 |
George Kaiser Family Foundation
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BY: |
/s/ Frederic Dorwart |
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Frederic Dorwart, Co-Trustee |
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/s/ Frederic Dorwart |
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Frederic Dorwart |
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/s/ Philip Frohlich |
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Philip Frohlich |
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/s/ Philip Lakin, Jr. |
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Philip Lakin, Jr. |
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EXHIBIT INDEX
Exhibit 1. Joint
Filing Agreement dated February 1, 2008 by and between George Kaiser Family
Foundation, Frederic Dorwart, Philip Frohlich, and Philip Lakin, Jr.
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The
undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: February 1, 2008
George Kaiser Family Foundation
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| BY: |
/s/ Frederic Dorwart |
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Frederic Dorwart, Co-Trustee
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| /s/ Frederic Dorwart |
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| Frederic Dorwart |
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| /s/ Philip Frohlich
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Philip Frohlich
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| /s/ Philip Lakin, Jr. |
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| Philip Lakin, Jr. |
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