SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Soliciting Material Pursuant to '240.14a-12
UNIT CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(Unit LOGO)
UNIT CORPORATION
NOTICE OF THE ANNUAL MEETING OF OUR STOCKHOLDERS
AND
PROXY STATEMENT
Meeting Date...... Wednesday, May 2, 2001
Meeting Time...... 11:00 a.m.
Meeting Place..... Tulsa Room - Ninth Floor
Bank of Oklahoma Tower
One Williams Center
Tulsa, Oklahoma 74172
(Picture of Rig 201)
Daybreak on Unit Drilling Company's Rig 201 in Wyoming. Rig 201
recently completed drilling the deepest well in Wyoming.
Dear Stockholder:
On behalf of the board of directors and management, I would like to
invite you to attend our Annual Meeting of Stockholders to be held on Wednesday,
May 2, 2001 at 11:00 a.m. This year's meeting will be held in the Tulsa Room on
the ninth floor of the Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma.
By attending the meeting you will have an opportunity to hear a report
on our operations and to meet our directors and officers.
Information about the meeting, including the various matters on which
you as a stockholder will act, may be found in the attached Notice of
Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted. Please sign, date and return the
enclosed proxy in the envelope provided.
I look forward to your participation and thank you for your continued
support.
Dated this 16th day of March, 2001.
Sincerely,
King P. Kirchner
UNIT CORPORATION
1000 Kensington Tower I
7130 South Lewis
Tulsa, Oklahoma 74136
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 2, 2001
- --------------------------------------------------------------------------------
Unit Corporation, a Delaware corporation, will hold its Annual Meeting
of Stockholders in the Tulsa Room on the ninth floor of the Bank of
Oklahoma Tower, One Williams Center, Tulsa, Oklahoma, on Wednesday, May 2,
2001 at 11:00 a.m., local time. At the meeting we will:
. elect three directors for a three-year term expiring in 2004 (Item No. 1
on the Proxy Card);
. ratify the selection of PricewaterhouseCoopers LLP, Tulsa, Oklahoma,
as our independent auditors for our fiscal year 2001 (Item No. 2 on the
Proxy Card); and
. transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
Only stockholders of record at the close of business on March 16,
2001, the record date, are entitled to notice of and to vote at the meeting
or any adjournment(s) of the meeting. A complete list of such stockholders
will be open for examination by any stockholder for any purpose germane to
the meeting at our office at 1000 Kensington Tower I, 7130 South Lewis,
Tulsa, Oklahoma 74136, for a period of ten days prior to the meeting.
Our Proxy Statement and Annual Report are submitted with this notice.
Dated this 16th day of March, 2001.
By Order of the Board of Directors,
Mark E. Schell
Secretary and
General Counsel
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting, we urge you to vote.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 2001
- --------------------------------------------------------------------------------
This Proxy Statement and the accompanying proxy card are being mailed to
our stockholders in connection with the solicitation of proxies by the
board of directors for the 2001 Annual Meeting of Stockholders. Mailing of
this Proxy Statement commenced on or about March 22, 2001.
Table of Contents
Page
- -------------------------------------------------------------------------------
Questions and Answers....................................................... 1
Item 1: Election Of Directors............................................... 3
Board and Committee Information............................................. 5
Directors' Compensation and Benefits........................................ 5
Ownership of our Common Stock by Beneficial Owners and Management........... 6
Executive Compensation...................................................... 8
Termination of Employment and Change in Control Arrangements................ 10
Report of the Compensation Committee........................................ 13
Report of the Audit Committee............................................... 14
Compensation Committee Interlocks and Insider Participation................. 15
Performance Graph........................................................... 16
Item 2: Ratification of Appointment of Auditors............................. 17
Other Matters............................................................... 17
QUESTIONS AND ANSWERS
================================================================================
Q: Who Can Vote?
A: You can vote if you were a stockholder at the close of business on the
record date, March 16, 2001. On that date, there were 35,902,914 shares
outstanding and entitled to vote at the annual meeting.
Q: Who Can Attend The Meeting?
A: All stockholders can attend.
Q: What Am I Voting On?
A: You are voting on:
. The election of three nominees as directors for terms that expire in
2004. The board of directors' nominees are Earle Lamborn, William B.
Morgan, and John H. Williams.
. The ratification of the appointment of PricewaterhouseCoopers LLP as
independent auditors for 2001.
The three nominees for director who receive the most votes
will be elected. For the other proposal to be approved, more
votes must be cast for it than against it.
Q: How Will The Proxies Vote On Any Other Business Brought Up At The Meeting?
A: By submitting your proxy card, you authorize the proxies to use their
judgment to determine how to vote on any other matter brought before the
annual meeting. We do not know of any other business to be considered at
the annual meeting.
The proxies' authority to vote according to their judgment applies only to
shares you own as a stockholder of record.
Q: How Do I Cast My Vote?
A: If you hold your shares as a stockholder of record, you can vote in person
at the annual meeting or you can vote by mail. If you are a street-name
stockholder, you will receive instructions from your bank, broker or other
nominee describing how to vote your shares.
The enclosed proxy card contains instructions for mail voting. The proxies
identified on the back of the proxy card will vote the shares of which you
are the stockholder of record in accordance with your instructions. If you
submit a proxy card without giving specific voting instructions, the
proxies will vote those shares as recommended by the board of directors.
Q: How Does The Board Recommend I Vote On The Proposals?
A: The board recommends you vote for each of the proposals.
Q: Can I Revoke My Proxy Card?
A: Yes. You can revoke your proxy card by:
. Submitting a new proxy card;
. Giving written notice before the meeting to the company's secretary
stating that you are revoking your proxy card; or
. Attending the meeting and voting your shares in person.
Q: Who Will Count The Vote?
A: Mellon Investor Services LLC, our transfer agent, will count the vote.
Representatives of Mellon Investor Services LLC will act as the inspectors
of election.
Q: What Is A "Quorum"?
A: A quorum is the number of shares that must be present to hold the annual
meeting. The quorum requirement for the annual meeting is one-half of the
outstanding shares as of the record date, present in person or represented
by proxy. If you submit a valid proxy card or attend the annual meeting,
your shares will be counted to determine whether there is a quorum.
1
Abstentions and broker non-votes count toward the quorum. "Broker non-
votes" occur when nominees (such as banks and brokers) that hold shares on
behalf of beneficial owners do not receive voting instructions from the
beneficial owners by ten days before the meeting and do not have
discretionary voting authority to vote those shares.
Q: Will Broker Non-Votes Or Abstentions Affect The Voting Results?
A: Although abstentions and broker non-votes count for quorum purposes, they
do not count as votes for or against a proposal. As a result, abstentions
and broker non-votes will not affect the voting results on the election of
directors or the ratification of the appointment of auditors.
Q: What Shares Are Included On My Proxy Card?
A: Your proxy card represents all shares registered to your account in the
same social security number and address.
Q: What Does It Mean If I Get More Than One Proxy Card?
A: Your shares are probably registered in more than one account. You should
vote each proxy card you receive. We encourage you to consolidate all your
accounts by registering them in the same name, social security number and
address.
Q: How Many Votes Can I Cast?
A: On all matters you are entitled to one vote per share.
Q: When Are Stockholder Proposals Due For The 2002 Annual Meeting Of
Stockholders?
A: If you want to present a proposal from the floor at the 2002 annual
meeting, you must give us written notice of your proposal no later than
February 14, 2002. Your notice should be sent to the General Counsel and
Secretary, Unit Corporation, 1000 Kensington Tower I, 7130 South Lewis,
Tulsa, Oklahoma 74136.
If instead of presenting your proposal at the meeting you want your
proposal to be considered for inclusion in next year's proxy statement, you
must submit the proposal in writing to the General Counsel and Secretary so
that it is received at the above address by November 30, 2001.
Q: How Is This Proxy Solicitation Being Conducted?
A: We hired Regan & Associates, New York, New York, to assist in the
distribution of proxy materials and solicitation of votes for a fee of
$3,500, plus out-of-pocket expenses. We will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their reasonable out-of-
pocket expenses for forwarding proxy and solicitation materials to
stockholders. In addition, some of our employees may solicit proxies.
Regan & Associates and our employees may solicit proxies in person,
by telephone and by mail. None of our employees will receive special
compensation for these services, which the employees will perform as part
of their regular duties.
2
ITEM 1: ELECTION OF DIRECTORS
================================================================================
Item 1 is the election of three directors to the board of directors. Our board
is composed of eight members and is divided into three classes with each
director serving for a three-year term. At each annual meeting, the term of one
class expires. The term of service for those directors serving in Class II
expires at this meeting.
We know of no reason why any nominee may be unable to serve as a director. If
any nominee is unable to serve, your proxy may vote for another nominee proposed
by the board, or the board may reduce the number of directors to be elected.
If any director resigns, dies or is otherwise unable to serve out his or her
term, or the board increases the number of directors, the board may fill the
vacancy until the next annual meeting.
Information concerning each nominee and each continuing director is provided
below.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF ELECTING THE THREE
NOMINEES.
NOMINEES FOR DIRECTOR
- --------------------------------------------------------------------------------
Terms Earle Mr. Lamborn has been actively involved in the oil field
expiring Lamborn for over 49 years, joining Unit's predecessor in 1952
at Age 66 prior to its becoming a publicly-held corporation. He
annual Director was elected Vice President, Drilling in 1973 and to his
meeting since current position as Senior Vice President, Drilling and
(Class II) 1979 director in 1979.
William B. Mr. Morgan was elected a director of Unit in February
Morgan 1988. Mr. Morgan has been Executive Vice President and
Age 57 General Counsel of St. John Health Systems, Inc., Tulsa,
Director Oklahoma, since March 1, 1995 and, since October 1,
since 1996, the President of its principal for-profit
1988 subsidiary Utica Services, Inc. Before that, he was a
Partner in the law firm of Doerner, Saunders, Daniel &
Anderson, Tulsa, Oklahoma, for over 20 years.
John H. Mr. Williams was elected a director of Unit in December
Williams 1988. Prior to retiring on December 31, 1978, he was
Age 82 Chairman of the Board and Chief Executive Officer of The
Director Williams Companies, Inc., where he continues to serve as
since an honorary director. Mr. Williams also serves as a
1988 director of Apco Argentina, Inc., Westwood Corporation
and Willbros Group, Inc. In addition, Mr. Williams also
serves as a director of the Gilcrease Museum and is a
Trustee for the Tulsa Performing Arts Center Trust.
3
CONTINUING DIRECTORS
- --------------------------------------------------------------------------------
Terms King P. Mr. Kirchner, a co-founder of Unit, has been the
expiring Kirchner Chairman of the Board, Chief Executive Officer and a
at Age 73 director since 1963 and was President until November
2002 Director 1983. Mr. Kirchner is a Registered Professional Engineer
annual since 1963 within the State of Oklahoma, having received degrees
(Class III) in Mechanical Engineering from Oklahoma State University
and in Petroleum Engineering, with honors, from the
University of Oklahoma. Following graduation, he was
employed by Lufkin Manufacturing as a development
engineer for hydraulic pumping units. Prior to co-
founding Unit he served in the US Army during the
Korean war and after that as vice-president engineering
and operations for Woolaroc Oil Company.
Don Cook Mr. Cook has served as a director of Unit since Unit's
Age 76 inception. He is a Certified Public Accountant and was
Director a partner in the accounting firm of Finley & Cook,
since 1963 Shawnee, Oklahoma, from 1950 until 1987, when he
retired.
J. Michael Mr. Adcock was elected a director of Unit in December
Adcock 1997. He is an attorney and currently manages a private
Age 52 trust that deals in real estate, oil and gas properties
Director and commercial banking as well as other equity
since 1997 investments. He is Chairman of the Board of Arvest
Bank, Shawnee, and Mid America Healthcare, Inc. Between
1997 and September, 1998 he was the Chairman of the
Board of Ameribank and President and Chief Executive
Officer of American National Bank and Trust Company of
Shawnee, Oklahoma, and Chairman of AmeriTrust
Corporation, Tulsa, Oklahoma. Prior to holding these
positions, he was engaged in the private practice of law
and served as General Counsel for Ameribank Corporation.
Terms John G. Mr. Nikkel joined Unit in 1983 as its President and a
expiring Nikkel director. From 1976 until January 1982 when he co-
at Age 66 founded Nike Exploration Company, Mr. Nikkel was
2003 Director an officer and director of Cotton Petroleum Corporation,
annual since 1983 serving as the President of Cotton from 1979 until his
meeting departure. Prior to joining Cotton, Mr. Nikkel was
(Class I) employed by Amoco Production Company for 18 years, last
serving as Division Geologist for Amoco's Denver
Division. Mr. Nikkel presently serves as President and a
director of Nike Exploration Company. Mr. Nikkel
received a Bachelor of Science degree in Geology and
Mathematics from Texas Christian University.
John S. Mr. Zink was elected a director of Unit in May of 1982.
Zink For over 5 years, he has been a principal in several
Age 72 privately held companies engaged in the businesses of
Director designing and manufacturing equipment used in the
since petroleum industry, construction, and heating and air
1982 conditioning services and installation. He holds a
Bachelor of Science degree in Mechanical Engineering
from Oklahoma State University. He is also a director
of Matrix Service Company, Tulsa, Oklahoma.
4
BOARD AND COMMITTEE INFORMATION
================================================================================
The board held seven meetings during 2000. No director attended fewer than 75%
of the board meetings and the meetings of committees on which he served during
the year.
The board has standing Audit and Compensation committees. The board determines
the membership of each committee from time to time.
Only directors who are not officers of the company serve on the committees.
The following table identifies the membership of the Audit and the Compensation
committees and the number of committee meetings held during 2000. A summary of
each committee's responsibilities follows the table.
Director Audit Compensation
-------- ----- ------------
John S. Zink X X
William B. Morgan X
John H. Williams X
Don Cook X X
J. Michael Adcock X X
Number of meetings in 2000 2 2
The Audit Committee:
. Appoints the independent auditors subject to ratification by the board.
. Reviews our annual financial statements.
. Consults with our personnel and the independent auditors to determine the
adequacy of internal accounting controls.
The Compensation Committee:
. Approves the compensation of the Chief Executive Officer and our other
officers.
. Administers our stock option plans.
. Reviews and, in some cases, administers our various benefit plans.
DIRECTORS' COMPENSATION AND BENEFITS
================================================================================
. We pay non-employee directors an annual fee of $18,000, payable in four
installments, and an annual fee of $2,000 for each committee on which he
served. Each non-employee director also receives $1,000 for each board
meeting attended and $500 for each committee meeting attended.
. We reimburse all non-employee directors for travel expenses incurred
attending stockholder, board and committee meetings.
5
. Each non-employee director automatically receives an option to purchase
3,500 shares of common stock on the first business day following each
annual meeting of our stockholders. The option exercise price is the fair
market value of our common stock on such date. Payment of the exercise
price may be made in cash or in shares of common stock that have been
held by the director for at least one year. No stock option may be
exercised during the first six months of its term except in the case of
death. Each option has a ten-year term. In 2000 stock options were
granted for an aggregate of 17,500 shares at $12.1875 per share. An
aggregate of 60,500 shares are subject to currently outstanding options.
OWNERSHIP OF OUR COMMON STOCK BY BENEFICIAL OWNERS AND MANAGEMENT
================================================================================
The following table sets forth information concerning the beneficial ownership
of our common stock by each director, each executive officer named in the
Summary Compensation Table and by all directors and executive officers as a
group. Except as otherwise noted, all shares are directly owned.
STOCK OWNED BY OUR DIRECTORS AND EXECUTIVE OFFICERS AS OF MARCH 00, 2001
- ----------------------------------------------------------------------------
Aggregate Number of Percent of Outstanding
Name of Beneficial Owner Beneficially Owned Shares Common Stock (1)
- ------------------------ ------------------------- ----------------------
King P. Kirchner 965,173 (2)(3) 2.688
Don Cook 26,638 (4) *
Earle Lamborn 286,708 (2)(3)(6) *
William B. Morgan 13,600 (4) *
John G. Nikkel 417,448 (2)(3)(6)(7) *
John H. Williams 1,000 *
John S. Zink 64,500 (4) *
J. Michael Adcock 896,291 (4)(5) 2.495
Philip M. Keeley 134,968 (2)(6)(7) *
Larry D. Pinkston 102,216 (2)(3)(6) *
All Directors and
Executive Officers
as a Group (11
individuals) 2,944,397 (2)-(7) 8.195
* Less than one percent
Notes to table:
- ---------------
(1) The number of shares includes the shares presently issued and outstanding
plus the number of shares that any owner has the right to acquire within 60
days after March 16, 2001. For purposes of calculating the percentage of
the common stock outstanding held by each owner, the total number of shares
excludes the shares which all other persons have the right to acquire
within 60 days after March 16, 2001, pursuant to the exercise of
outstanding stock options.
6
(2) Includes shares of common stock held under our 401(k) thrift plan as of
March 2, 2001 for the account of: King P. Kirchner, 9,825; Earle Lamborn,
12,670; John G. Nikkel, 30,372; Philip M. Keeley, 10,683; Larry D.
Pinkston,19,541; and directors and officers as a group, 83,150.
(3) Of the shares listed as being beneficially owned, the following individuals
disclaim any beneficial interest in shares held by spouses or for the
benefit of family members: King P. Kirchner, 28,828; John G. Nikkel,
83,149; Earle Lamborn, 164,518; and Larry D. Pinkston, 2,000.
(4) Includes shares subject to unexercised stock options under the Company's
Non-Employee Directors' Stock Option Plan to each of the following which
may be exercised at the discretion of the holder: Don Cook, 21,000; William
B. Morgan, 7,500; John S. Zink, 23,500; and J. Michael Adcock, 8,500; all
non-Employee Directors, as a group, 60,500.
(5) Of the shares listed as being beneficially owned, 885,791 shares are owned
by a trust of which Mr. Adcock is one of three trustees.
(6) Includes shares subject to unexercised stock options under our stock option
plan to each of the following which may be exercised within 60 days at the
discretion of the holder: Earle Lamborn, 51,500; John G. Nikkel, 85,000;
Philip M. Keeley, 29,500; Larry D. Pinkston, 35,800; and directors and
executive officers as a group, 220,100.
(7) Includes 7,149 shares and 2,862 shares beneficially owned by Mr. Nikkel and
Mr. Keeley, respectively, held by a private company over which Mr. Nikkel
and Mr. Keeley share voting and investment power.
The following table sets forth information concerning the beneficial ownership
of our common stock by stockholders who own at least five percent of our common
stock.
STOCKHOLDERS WHO OWN AT LEAST 5% OF OUR COMMON STOCK
-----------------------------------------------------------------------------
Amount and Nature of
Name and Address Beneficial Ownership (1) Percent of Class
---------------- ------------------------ ----------------
Dimensional Fund Advisors Inc.
1299 Ocean Avenue
11th Floor
Santa Monica, CA. 90401 1,820,100 5.09076
Forstmann-Leff Associates, LLC
590 Madison Avenue
New York, New York 10022 4,540,534 12.7
Notes to Table:
- ---------------
(1) Beneficial ownership is based on the Schedule 13G most recently filed by
the stockholder. Beneficial ownership may under certain circumstances
include both voting power and investment power. Information is provided for
reporting purposes only and should not be construed as an admission of
actual beneficial ownership.
7
EXECUTIVE COMPENSATION
================================================================================
The following Summary Compensation Table shows compensation information for the
Chief Executive Officer and each of our other four most highly compensated
executive officers for services in all capacities in 1998, 1999 and 2000.
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------
Long Term Compensation
-----------------------------
Annual Compensation (1) Awards Payouts
------------------------------ --------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ----------- ------ ------- ------- ------- ---------- ---------- ------- ------
Other All
Annual Restricted Securities Other
Name and Compen- Stock Underlying LTIP Compen-
Principal Salary Bonus sation Award(s) Options Payout sation
Position(s) Year ($) ($) ($)(2) ($) (#) ($) ($)(3)
- ----------- ------ ------- ------- ------- ---------- ---------- ------- ------
King P. 2000 265,000 0 0 0 0 0 8,480
Kirchner 1999 250,000 0 0 0 0 0 7,200
Chairman 1998 250,000 0 0 0 0 0 6,000
and CEO
John G. 2000 265,000 108,333 9,644 0 20,000 0 10,405
Nikkel 1999 250,000 108,333 7,011 0 0 0 8,000
President 1998 250,000 71,666 7,225 0 40,000 0 5,833
and COO
Earle 2000 179,000 71,666 2,733 0 10,000 0 10,500
Lamborn 1999 170,000 71,666 1,949 0 0 0 8,000
Sr. Vice 1998 170,000 58,333 1,766 0 15,000 0 9,154
President
- -Drilling
Philip M. 2000 179,000 71,666 7,481 0 10,000 0 10,500
Keeley 1999 170,000 71,666 7,841 0 0 0 8,000
Sr. Vice 1998 170,000 50,000 7,434 0 15,000 0 8,025
President
Exploration &
Production
Larry D. 2000 133,000 39,000 5,134 0 7,500 0 7,377
Pinkston 1999 122,500 39,000 0 0 0 0 6,816
V. P., 1998 122,500 33,333 0 0 12,000 0 7,182
CFO and
Treasurer
Notes to Table:
- ---------------
(1) Compensation deferred at the election of an executive is included in the
year earned.
(2) The amount listed under the Other Annual Compensation column represents
the dollar value associated with the use of a company vehicle by the
named executive officer.
(3) "All Other Compensation" represents Unit's matching contributions to
Unit's 401(k) thrift plan for the named executive officer.
8
Stock Options
The following table provides certain information regarding stock options granted
to each of the named officers during 2000.
OPTIONS GRANTED IN 2000
- --------------------------------------------------------------------------------
Potential
Realizable
Value at Assumed
Annual Rate of
Stock Price
Appreciation for
Individual Grants (1) Option Terms (3)
-------------------------------------------------- -----------------
Number of Percent of
Securities Total Options
Underlying Granted to
Options Employee In Exercisable Experation
Name Granted (#) 2000 (2) Price ($/Sh) Date 5%($) 10%($)
- -------- ----------- -------------- ------------ ---------- ------- --------
King P.
Kirchner n/a n/a n/a n/a n/a n/a
John G.
Nikkel 20,000 13.7 $16.6875 12/19/10 209,894 531,912
Earle
Lamborn 10,000 6.8 $16.6875 12/19/10 104,947 265,956
Philip M.
Keeley 10,000 6.8 $16.6875 12/19/10 104,947 265,956
Larry D.
Pinkston 7,500 5.1 $16.6875 12/19/10 78,710 199,467
(1) All options were granted on December 19, 2000 at an exercise price equal to
the closing market price of the common stock on that date. The options
vest in 20% annual increments commencing 12 months after their date of
grant. All options vest immediately in the event of a "change in control,"
as defined in the plan.
(2) Based on a total of 146,000 options being granted to certain employees
during fiscal 2000.
(3) Caution is recommended in interpreting the financial significance of these
figures. They are calculated by multiplying the number of options granted
by the difference between a future hypothetical stock price and the option
exercise price and are shown pursuant to rules of the Securities and
Exchange Commission. They assume the value of the Company Common Stock
appreciates 5% and 10% each year, compounded annually, for ten years (the
life of each option). They are not intended to forecast possible future
appreciation, if any, of such stock price or to establish a present value
of options. Also, if appreciation does not occur at the 5% or 10% per year
rate, the amounts shown would not be realized by the year 2010. Depending
on inflation rates, these amounts may be worth significantly less in 2010,
in real terms, than their value today.
9
The following table shows options that the named officers exercised during 2000
and the number of shares and the value of options outstanding as of December 31,
2000 for each named officer.
AGGREGATE OPTION EXERCISES IN 2000 AND FISCAL YEAR END OPTION VALUES
- -------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
- --------- ----------- -------- --------------------- ---------------------
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options at
Shares Options at FY-End
Acquired FY-End ($)(2)
on Value --------------------- ---------------------
Exercise Realized Exercis- Unexercis- Exercis- Unexercis-
Name (#) ($)(1) able able able able
- --------- ----------- -------- ---------- ---------- ---------- ----------
King P. n/a n/a n/a n/a n/a n/a
Kirchner
John G. 0 n/a 135,000 50,000 2,034,474 469,065
Nikkel
Earle 0 n/a 51,500 21,000 783,149 178,907
Lamborn
Philip M. 0 n/a 42,500 21,000 634,323 178,907
Keeley
Larry D. 0 n/a 35,800 16,200 539,521 141,001
Pinkston
Notes to Table:
- ---------------
(1) Value realized equals fair market value of the stock on date of exercise,
less the exercise price, times the number of shares acquired.
(2) The value of unexercised in-the-money options at year end assumes a fair
market value for the Company's common stock of $18.9063, the average of
the high and low prices of the Company's common stock on the New York
Stock Exchange on December 29, 2000. Value is calculated on the basis of
the difference between $18.9063 and the option exercise price multiplied
by the number of shares of common stock underlying the options.
Long term Performance Plans and Pension Plans
We do not currently have any long term performance plans or pension plans.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
===============================================================================
Stock Option Plan.
Our stock option plan contains a provision vesting all stock options in the
event of a "change-in-control" of us. A "change-in-control" is deemed to have
occurred at such time as any person or group, other than Unit or an Exempt
Person, is or becomes the beneficial owner, directly or indirectly,
of our securities representing 50% or more of the combined voting power of our
then outstanding securities. An Exempt Person is generally defined to be any
person (or estate or trust of such person) who, on the date of
10
the plan, owned securities representing more than 20% of the combined voting
power of our then outstanding securities, and any spouse, parent or issue of
such person.
Separation Benefit Plan.
On December 20, 1996, effective as of January 1, 1997, the board adopted the
Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (the
"Plan"). The Plan is generally applicable to all of our full time salaried
employees and to the employees of our two principal subsidiaries, excluding any
employees who are also our directors, who have been with their employer for at
least one year. Subject to the terms of the Plan, any eligible employee whose
employment is terminated is entitled to receive a separation benefit in an
amount calculated by dividing the eligible employee's average annual base salary
in effect immediately prior to such employee's separation by 52 to determine a
weekly separation benefit amount. The number of weekly separation benefit
payments then payable to an eligible employee is calculated based on the
employee's years of service in accordance with a schedule set forth in the Plan.
Employees who voluntarily leave their employment are not entitled to receive a
separation benefit unless they have completed at least 20 years of service. Any
eligible employee who has completed 20 years of service or more is
vested in his or her separation benefit, subject to fulfilling the other
requirements of the Plan. Separation benefit payments are limited to a maximum
of 104 weekly payments. The Plan also provides that, unless otherwise
provided by our board of directors prior to a "change-in-control" of us, as
defined in the Plan, all eligible employees shall be vested in their separation
benefit as of the date of such "change-in-control" based on their years of
service. As a condition to receiving the separation benefits, employees must
sign a separation agreement waiving any claims the employee may have against our
subsidiaries or us.
Senior Management Separation Benefit Plan.
On October 28, 1997, the board adopted the Separation Benefit Plan for Senior
Management. This plan is similar in terms to the benefits and requirements
described above for the Separation Benefit Plan, with the exception that the
compensation committee determines who will participate in this plan. In
addition, the committee is given the authority to increase (up to a maximum of
104) the number of weekly separation benefit payments a participant would
otherwise be entitled to receive under the plan if the participant is
involuntarily terminated. Currently, only Messrs. Kirchner, Lamborn and Nikkel
are participants in this plan.
Change Of Control Arrangements
We have entered into key employee change of control contracts with each of
Messers. Nikkel, Lamborn, Keeley, Pinkston and Schell. These severance contracts
have an initial three-year term that is automatically extended for one year upon
each anniversary, unless a notice not to extend is given by us. If a change of
control of the company (as defined below) occurs during the term of the
severance contract, then the contract becomes operative for a fixed three-year
period. The severance contracts generally provide that the executive's terms and
conditions of employment (including position, work location, compensation and
benefits) will not be adversely changed during the three-year period after a
change of control. If the executive's employment is terminated by the company
(other than for cause, death or disability), the executive terminates for
good reason during such three-year period, or the executive terminates
employment for any reason during the 30-day period following the first
anniversary of the change of control, and upon certain terminations prior to a
change of control or in connection with or in anticipation of a change
of control, the
11
executive is generally entitled to receive the following payment and benefits:
. earned but unpaid compensation;
. up to 2.9 times the executive's base salary plus annual bonus (based on
historic annual bonus); and
. the company matching contributions that would have been made had the
executive continued to participate in the company's 401(k) plan for up to
an additional three years.
In addition, the severance contract provides for a continuation of various
medical, dental, disability and life insurance plans and financial counseling
for a period of up to three years, outplacement services and the payment of all
legal fees and expenses incurred by the executive in enforcing any right or
benefit provided by the severance contracts. The severance contract provides
that the executive is entitled to receive a payment in an amount sufficient to
make the executive whole for any excise tax on excess parachute payments imposed
under Section 4999 of the Code.
As a condition to receipt of these severance benefits, the executive must remain
in the employ of the company and render services commensurate with his position.
The executive must also agree to retain in confidence any and all confidential
information known to him concerning the company and its business so long as the
information is not otherwise publicly disclosed. As of the date of this proxy
statement, no amounts have been paid under the severance contracts.
For purposes of the severance contracts a change of control is generally defined
as:
(1) Any individual, entity or group acquiring beneficial ownership of 15% or
more of either the outstanding shares of the company's common stock or the
combined voting power of the outstanding voting securities of the company
entitled to vote generally for the election of directors;
(2) Individuals who constitute the board on the date hereof cease to constitute
a majority of the board, provided that an individual whose election or
nomination as a director is approved by a vote of at least a majority of the
directors as of the date hereof will be deemed a member of the incumbent board;
(3) Approval by the company's stockholders of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the company or the acquisition of assets of another entity,
unless following the business combination:
. all or substantially all of the beneficial owners of the company's
outstanding Common Stock prior to the business combination own more than
60% of the outstanding common stock of the corporation resulting from the
business combination;
. no person, entity or group owns 15% or more of the outstanding voting
securities of the corporation resulting from the business combination;
and,
. at least a majority of the board of the corporation resulting from the
business combination were members of the company's Board prior to the
business combination; or
(4) Approval by the company's stockholders of a complete liquidation or
dissolution of the company.
12
REPORT OF THE COMPENSATION COMMITTEE
===============================================================================
The following report of the compensation committee shall not be incorporated by
reference into any of our prior filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that incorporated future filings or portions
thereof (including this proxy statement or the "Executive Compensation" section
of this proxy statement), except to the extent that we specifically incorporate
this information by reference.
The compensation committee is responsible for setting and overseeing the
compensation of our executive officers. The committee is composed entirely of
independent outside directors. There are no interlocking relationships between
any of our executive officers and any entity whose directors or executive
officers serve on the committee. The members of the committee are John S. Zink,
Don Cook, J. Michael Adcock and John H. Williams.
Objectives and Considerations
The objectives of the committee in determining executive compensation are to
retain and reward qualified individuals serving as our executive officers. To
achieve these objectives, the committee relies primarily on salary, annual
bonuses (awardable either in stock or cash) and awards under our stock option
plan. In making its decisions, the committee takes into account the conditions
within our industry, our income and cash flow and the attainment of any
designated business objectives. Individual performances are also reviewed,
taking into account the individual's responsibilities, experience and potential,
his or her period of service and current salary and the individual's
compensation level as compared to similar positions at other companies. The
committee's evaluation of these considerations is, for the most part, subjective
and, to date, it has not established any specific written compensation plans or
formulas pursuant to which the executive officers' annual compensation is
determined.
Base Salary
We do not currently have an employment agreement with any of our executive
officers. In determining the base salaries for the executive officers for 2000
the committee relied primarily on its evaluation of the compensation being paid
to individuals holding comparable positions in the industry. In doing so, the
committee relied, to a large extent, on the results of the Peat Marwick Oil and
Gas Compensation Survey 1999 Report, which surveyed the compensation and benefit
programs of a number of oil and gas, related companies, one of which was us. It
was the committee's objective to set the executives' base salary at
approximately the competitive mid-range reflected in the survey. Within this
range, the committee then made any adjustments based on individual
performance evaluations. Taking these factors into consideration, the committee
decided to increase the 2000 salaries of the following named executive officers
by the percentages indicated: John Nikkel 6%; Earle Lamborn 5.3%;
Philip Keeley 5.3% and Larry Pinkston 8.6%.
Bonuses
Executive officers are eligible to earn annual bonuses either in cash or in
stock. Stock bonuses are awarded pursuant to the bonus plan approved by our
stockholders on May 1, 1985 and, as amended, on May 3, 1995. The amount and
type of any bonuses awarded to executive officers is determined solely at the
subjective discretion of the committee. The committee does not base its
decisions on predetermined formulas,
13
choosing instead to rely on its evaluation of the various considerations set
forth above. In addition, when appropriate, bonuses are awarded to recognize
short-term individual performance.
Stock Options
Stock options are granted under the stock option plan approved by our
stockholders on May 2, 1984 and, as amended, on May 3, 1989 and May 3, 1995. The
committee believes that stock options provide an incentive for the executive
officers to maximize long-term stockholder value. Historically, although not
required, stock option grants are made at 100% of the market price on the date
of grant. Options become exercisable in annual 20% increments after one year
and have a ten-year life. The number of options that are granted to an executive
officer is based on the individual's performance and level of responsibility.
Option awards will vary in size based on position level (more senior managers
receive a higher multiple). Stock options are granted to the executive officers
at the discretion of the committee. The committee's decisions with respect to
awarding stock options are generally made late each year thus allowing the
committee to evaluate our annual results as part of its decision making process.
Chief Executive Officer
Mr. Kirchner's salary and bonus are determined by the committee substantially in
accordance with the policies described above relating to all executive officers.
Based on its review, the committee choose to raise Mr. Kirchner's
2000 salary by 6%. 1993 OBRA - Executive Compensation Tax Deductibility
Beginning in 1995, the Internal Revenue Code, Section 162(m), limits our ability
to deduct, for federal income tax purposes, certain non-performance based
compensation in excess of $1 million per year paid to individual officers
named in the Summary Compensation Table. Based on the amount of compensation
paid to each of the named officers in fiscal 2000, it does not appear that
Section 162(m) will have a significant impact on us in the near term. However,
the committee will continue to monitor whether its executive compensation plans
should be amended to meet the deductibility requirements of the tax law.
Members of the Compensation Committee:
John S. Zink
Don Cook
John H. Williams
J. Michael Adcock
REPORT OF THE AUDIT COMMITTEE
===============================================================================
The following report of the audit committee shall not be incorporated by
reference into any of our prior filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that incorporated future filings or portions
thereof, except to the extent that we specifically incorporate this information
by reference.
In accordance with its written charter adopted by the board of directors, a copy
of which is appended to this proxy statement, the audit committee of the board
assists the board in fulfilling its responsibility for oversight of the
quality and integrity of our the accounting, auditing and financial reporting
practices. During the current year, the committee met two times, and the
committee chair, as representative of the committee, discussed the interim
financial information contained in each quarterly earnings announcement and Form
10-Q with the CFO and independent auditors prior to public release.
14
The board and the audit committee believe that the audit committee's current
member composition satisfies the rule of the New York Stock Exchange that
governs audit committee composition, including the requirement that audit
committee members all be "independent directors" as that term is defined by
applicable NYSE rule.
Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its
oversight responsibilities, the committee reviewed the audited financial
statements in the Annual Report with management including a discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.
The committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the our accounting principles and such
other matters as are required to be discussed with the committee under generally
accepted auditing standards, including Statement on Auditing Standards No. 61.
The committee has discussed with the independent auditors the auditors'
independence from management, including the implications of the new SEC
regulations regarding the provisions of non-audit services by the independent
auditors and determined that the provisions of the non-audit services was not
inconsistent with the independent auditor's status as independent auditors. In
addition, the committee received the letter from the independent auditors
required by the Independence Standards Board, Standard No. 1.
Based on the above-mentioned review and discussions with management and the
independent auditors, the committee recommend to the board that our audited
financial statements be included in its Annual Report on Form 10-K for the year
ended December 31, 2000, for filing with the Securities and Exchange Commission.
The following table sets forth the aggregate fees billed to us for the fiscal
year ended December 31, 2000 by our principal accounting firm,
PricewaterhouseCoopers L.L.P.:
. Audit Fees - Fees for the year 2000 audit and reviews of the Form 10-Q
are $96,500, of which $25,500 had been billed through December 31, 2000.
. Financial Information Systems Design And Implementation Fees - $0.00
. All Other Fees - $78,518
Members of the Audit Committee:
Don Cook
J. Michael Adcock
William B. Morgan
John S. Zink
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
===============================================================================
During 2000, the following directors (none of whom was or had been an officer or
employee of the company or any of its subsidiaries) served on the compensation
committee: Jack Zink, Don Cook, John Williams and J. Michael Adcock. There are
no committee interlocks with other companies within the meaning of the
Securities and Exchange Commission's rules during 2000.
15
PERFORMANCE GRAPH
===============================================================================
The performance graph and the related disclosure contained in this section of
the Proxy Statement shall not be incorporated by reference into any of our prior
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that incorporated future filings or portions thereof (including this proxy
statement or the "Executive Compensation" section of this proxy statement),
except to the extent that we specifically incorporate this information
by reference.
The following graph reflects a comparison of the cumulative total return (change
in stock price plus reinvested dividends, assuming $100 invested on December 31,
1995) in our common stock during the five-year period from December 31, 1995
through December 31, 2000, with the Standard & Poor's 500 Composite Index and
the S&P Oil - Integrated Domestic Index. The comparisons in this table are
required by the Securities and Exchange Commission and, therefore, are not
intended to forecast or be indicative of possible future performance of our
stock.
DOLLAR VALUE OF $100 INVESTMENT AT DECEMBER 31,
- ---------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
------- ------- ------- ------- ------- -------
Unit $100.00 $207.89 $202.63 $ 88.17 $161.85 $398.69
S&P 500 $100.00 $122.96 $163.98 $210.85 $255.21 $231.98
S&P Oil-Integ. $100.00 $126.47 $150.47 $122.16 $151.68 $177.36
16
ITEM 2: RATIFICATION OF APPOINTMENT OF AUDITORS
===============================================================================
The board has unanimously selected PricewaterhouseCoopers LLP as our independent
auditors for our 2001 fiscal year. The board is asking you to ratify and
approve this action. A representative of PricewaterhouseCoopers LLP, who will
attend the annual meeting, will have the opportunity to make a statement if he
or she desires to do so and will be available to answer appropriate questions.
Although the law does not require such ratification, the board believes that you
should be given the opportunity to express your views on this matter. However,
even if you ratify the selection, the board may still appoint new independent
auditors at any time if it believes that such change would be in the best
interest of the company and its stockholders. Failure to ratify such selection
is not binding on the board.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" APPROVAL,
WHICH VOTE WILL ACT TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP.
OTHER MATTERS
===============================================================================
Certain Transactions Between the Company and Its Officers, Directors, Nominees
for Directors and Their Associates
Since 1984, one of our subsidiaries, or its predecessor, has formed employee-
limited partnerships for investment by certain of our employees and directors.
The limited partnerships participate with Unit Petroleum Company, a subsidiary
of ours, in its exploration and production operations. Since January 1, 2000,
Mr. John G. Nikkel, a director and our President, invested $60,000 in the Unit
2000 Employee Oil and Gas Limited Partnership and $80,000 in the Unit 2001
Employee Oil and Gas Limited Partnership. In addition, Nike Exploration Company,
which is owned 71.4% by Mr. Nikkel, invested $76,000 in the 2000 program and
$100,000 in the 2001 program. Mr. King Kirchner, a director and our Chief
Executive Officer, invested $25,000 in the 2001 program.
With respect to their review and approval of any material transactions between
us and any related party, including, if applicable, those discussed above, our
board of directors considers the terms that are or would be available to us in
similar transactions with non-affiliated parties dealing at arm's-length.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors and officers and persons who own more than 10% of a registered class
of our equity securities to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. These persons are required by Securities and Exchange
Commission regulation to furnish us with copies of all Section 16(a)
forms they file.
Based solely on our review of the forms received by us with respect to fiscal
2000, or written representations from certain
17
reporting persons, we believe that each of our directors, officers and greater
than 10% owners have complied with all Section 16(a) filing requirements.
Matters Which May Come Before the Meeting
The board does not intend to bring any other matters before the meeting, nor do
we know of any matters that other persons intend to bring before the meeting.
However, should other matters not mentioned in this proxy statement properly
come before the meeting, the persons named in the accompanying proxy card will
vote on them in accordance with their best judgment.
Form 10-K Annual Report to the Securities and Exchange
Commission
COPIES OF OUR ANNUAL REPORT (FORM 10-K) FOR THE FISCAL YEAR ENDED DECEMBER 31,
2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED
WITHOUT CHARGE BY WRITING TO: MARK E. SCHELL, SECRETARY, UNIT CORPORATION,
P. O. BOX 702500, TULSA, OKLAHOMA 74170.
18
Appendix A
UNIT CORPORATION
Audit Committee Charter
Purpose
- -------
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") of Unit Corporation (the "Company") in
fulfilling its responsibility to oversee management's conduct of the
Company's financial reporting process, including by overviewing
. the financial reports and other financial information provided by the
Company to any governmental or regulatory body, the public or other users
thereof,
. the Company's systems of internal accounting and financial controls, and
. the annual independent audit of the Company's financial statements.
In discharging its oversight role, the Committee is empowered to investigate
any matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the
Committee are in place to represent the Company's shareholders; accordingly, the
independent auditor is ultimately accountable to the Board and the Committee.
The Committee shall review the adequacy of this Charter on an annual basis.
Membership
- ----------
The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition will meet the requirements of the Audit
Committee Policy of the New York Stock Exchange.
Accordingly, all of the members will be directors:
. Who have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company; and
. Who are financially literate or who become financially literate within a
reasonable period of time after appointment to the Committee. In
addition, at least one member of the Committee will have accounting or
related financial management expertise.
A-1
Key Responsibilities
- --------------------
The Committee's job is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the independent auditors are responsible for auditing those
financial statements. Additionally, the Committee recognizes that financial
management, as well as the independent auditors, have more time, knowledge and
more detailed information concerning the Company than do Committee members;
consequently, in carrying out its oversight responsibilities, the Committee is
not providing any expert or special assurance as to the Company's financial
statements or any professional certification as to the independent auditor's
work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.
. The Committee shall review with management and the independent auditors
the audited financial statements to be included in the Company's Annual
Report on Form 10-K (or the Annual Report to Shareholders if distributed
prior to the filing of Form 10-K) and review and consider with the
independent auditors the matters required to be discussed by Statement of
Auditing Standards ("SAS") No. 61.
. As a whole, or through the Committee chair or the Committee's designee,
the Committee shall review with management and the independent auditors
the Company's interim financial results to be included in the Company's
quarterly reports to be filed with Securities and Exchange Commission and
the matters required to be discussed by SAS No. 61; this review will
occur prior to the Company's filing of the Form 10-Q.
. The Committee shall discuss with management and the independent auditors
the quality and adequacy of the Company's internal controls.
. The Committee shall:
. annually request from the independent auditors a formal written
statement delineating all relationships between the auditors and
the Company consistent with Independence Standards Board Standard
Number 1;
. discuss with the independent auditors any such disclosed
relationships and their impact on the independent auditor's
independence; and
. recommend that the Board take appropriate action in response to
the independent auditor's report to satisfy itself of the
auditor's independence.
. The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select (or
nominate for shareholder approval), evaluate and, where appropriate,
replace the independent auditor.
A-2
UNIT CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 2001
THIS PROXY IS SOLICITED ON BEHALF OF UNIT CORPORATION'S BOARD OF DIRECTORS
The undersigned hereby appoints King P. Kirchner and Mark E. Schell, and each of
them, proxies for the undersigned, with full power of substitution, to vote all
shares of Unit Corporation Common Stock which the undersigned may be entitled to
vote at the Annual Meeting of Stockholders of Unit Corporation, Tulsa, Oklahoma,
on Wednesday, May 2, 2001 at 11:00 A.M., or at any adjournment thereof, upon the
matters set forth on the reverse side and described in the accompanying Proxy
Statement and upon such other business as may properly come before the meeting
or any adjournment thereof.
Please mark this proxy as indicted on the reverse side to vote on any item. If
you wish to vote in accordance with the Board of Directors' recommendation,
please sign the reverse side; no boxes need to be checked.
________________________________________________________________________________
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued, and to be marked, dated & signed on reverse side)
Please mark
your vote as __
indicated in |__|
this example
Item 1 - Election of Directors Item 2 - Approval of Auditors
FOR all nominees WITHHOLD FOR AGAINST ABSTAIN
listed below AUTHORITY __ __ __
(except as marked to vote for |__| |__| |__|
to the contrary) all nominees
listed below PLEASE MARK THIS BOX IF YOU PLAN __
__ __ TO ATTEND THE MEETING |__|
|__| |__|
COMMENTS/ADDRESS CHANGE
Please mark this box if you have __
Nominees: Earle Lamborn, William B. written comments/address change |__|
Morgan, John H. Williams on the reverse side.
Withheld for: (Write that nominee's
name in the space provided below.) Receipt is hereby acknowledged
___________________________________ of the Unit Corporation Notice
of Meeting and Proxy Statement.
"By checking the box to the
right, I consent to future __
access of the Annual Report, |__|
Proxy Statements, prospectuses
and other communications
electronically via the Internet.
I understand that the Company
may no longer distribute printed
materials to me for any future
shareholder meeting until such
consent is revoked. I understand
that I may revoke my consent at
any time by contacting the
Company's transfer agent, Mellon
Investor Services, Ridgefield
Park, NJ and that costs normally
associated with electronic
access, such as usage and
telephone charges, will be my
responsibility. Please disregard
if you have previously provided
your consent decision.
Signature(s)
__________________________________________________ Date: _______________________
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.