-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gmh0cxd2C7mM6YKXp37MT7gfotngh/JwCa9++74hZKmYWjJ/7Epw2NCClGgXAfCz +KYHTlYLATBGRFEuy7Q+cQ== 0000905713-98-000011.txt : 19981022 0000905713-98-000011.hdr.sgml : 19981022 ACCESSION NUMBER: 0000905713-98-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981021 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETROCORP INC CENTRAL INDEX KEY: 0000911359 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760380430 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47135 FILM NUMBER: 98728688 BUSINESS ADDRESS: STREET 1: 16000 GREENSPOINT PARK DR STREET 2: STE 300 N ATRIUM CITY: HOUSTON STATE: TX ZIP: 77060-2391 BUSINESS PHONE: 7138752500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAISER FRANCIS OIL CO CENTRAL INDEX KEY: 0000905713 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731006655 STATE OF INCORPORATION: DE FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OLD CITY HALL STREET 2: 124 EAST FOURTH STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9184940000 MAIL ADDRESS: STREET 1: OLD CITY HALL STREET 2: 124 EAST FOURTH STREET CITY: TULSA STATE: OK ZIP: 74103 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (FOURTH AMENDMENT) Under the Securities Exchange Act of 1934 PetroCorp Incorporated ---------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (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) October 16, 1998 ------------------------------------ (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]. 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) 3 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 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 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. 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 ------------------------------- Gary R. Christopher KF-13D-9.3 -----END PRIVACY-ENHANCED MESSAGE-----