- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

 

 

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): November 24, 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, NY		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

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)

 

x	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))

 

 

 

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ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

UNITED REFINING ENERGY CORP. (THE “COMPANY”) AND CHAPARRAL ENERGY, INC. (“CHAPARRAL”) CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF THE COMPANY AND CHAPARRAL REGARDING, AMONG OTHER THINGS, THE COMPANY’S PROPOSED BUSINESS COMBINATION WITH CHAPARRAL DISCUSSED HEREIN AND THE BUSINESS OF CHAPARRAL, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS: (I) THE COMPANY’S ABILITY TO COMPLETE ITS PROPOSED BUSINESS COMBINATION WITH CHAPARRAL WITHIN THE SPECIFIED TIME LIMITS; (II) OFFICERS AND DIRECTORS ALLOCATING THEIR TIME TO OTHER BUSINESSES OR POTENTIALLY HAVING CONFLICTS OF INTEREST WITH THE COMPANY’S BUSINESS OR IN APPROVING THE TRANSACTION; (III) SUCCESS IN RETAINING OR RECRUITING, OR CHANGES REQUIRED IN, THE COMPANY’S OFFICERS, KEY EMPLOYEES OR DIRECTORS FOLLOWING THE TRANSACTION; (IV) DELISTING OF THE COMPANY’S SECURITIES FROM THE NYSE AMEX FOLLOWING THE TRANSACTION AND INABILITY TO LIST THE COMPANY’S SECURITIES ON THE NYSE; (V) THE POTENTIAL LIQUIDITY AND TRADING OF THE COMPANY’S PUBLIC SECURITIES; (VI) THE COMPANY’S REVENUES AND OPERATING PERFORMANCE; (VII) CHANGES IN OVERALL ECONOMIC CONDITIONS; (VIII) ANTICIPATED BUSINESS DEVELOPMENT ACTIVITIES OF THE COMPANY FOLLOWING THE TRANSACTION; (IX) RISKS AND COSTS ASSOCIATED WITH REGULATION OF CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS (INCLUDING PURSUANT TO SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002); AND (X) OTHER RELEVANT RISKS DETAILED IN THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AND THOSE FACTORS LISTED IN THE REVISED PRELIMINARY PROXY STATEMENT UNDER “ RISK FACTORS” . THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER THE COMPANY NOR CHAPARRAL ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS REPORT.

THE COMPANY HAS HELD, AND INTENDS TO HOLD, PRESENTATIONS FOR CERTAIN OF ITS SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING THE COMPANY’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION WITH CHAPARRAL, AS DESCRIBED IN THE PRELIMINARY PROXY STATEMENT.

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THE COMPANY HAS FILED A PRELIMINARY PROXY STATEMENT WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION. SECURITYHOLDERS OF THE COMPANY AND OTHER INTERESTED PERSONS ARE URGED TO READ THE REVISED PRELIMINARY PROXY STATEMENT, THE CURRENT REPORTS ON FORM 8-K FILED BY THE COMPANY WITH THE SEC ON OCTOBER 13, 2009, OCTOBER 14, 2009 AND NOVEMBER 14, 2009 (COLLECTIVELY THE “CURRENT REPORTS”) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ THE COMPANY’S FINAL PROSPECTUS, DATED DECEMBER 11, 2007, ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2009 (THE “ANNUAL REPORT”) AND OTHER REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE COMPANY’S OFFICERS AND DIRECTORS AND THEIR AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO THE COMPANY’S STOCKHOLDERS AND WARRANTHOLDERS AS OF NOVEMBER 20, 2009, THE RECORD DATE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS. STOCKHOLDERS, WARRANTHOLDERS AND OTHERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE, BY DIRECTING A REQUEST TO THE COMPANY IN WRITING AT 823 ELEVENTH AVENUE, NEW YORK, NY 10019, OR BY TELEPHONE AT [phone]. FREE COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE ( http://www.sec.gov ).

THE COMPANY AND CHAPARRAL AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS OF THE COMPANY’S STOCKHOLDERS AND WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS. THE UNDERWRITERS OF THE COMPANY’S INITIAL PUBLIC OFFERING MAY PROVIDE ASSISTANCE TO THE COMPANY, CHAPARRAL AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. A SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF THE COMPANY’S INITIAL BUSINESS COMBINATION, AND STOCKHOLDERS ARE ADVISED THAT THE UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION. INFORMATION ABOUT THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE REVISED PRELIMINARY PROXY STATEMENT AND OTHER MATERIALS TO BE FILED BY THE COMPANY WITH THE SEC.

THE INFORMATION ON NEITHER THE COMPANY’S WEBSITE NOR CHAPARRAL’S WEBSITE IS, AND SHALL NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS THE COMPANY OR CHAPARRAL MAKE WITH THE SEC.

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THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED.

 

Item 1.01.

Entry Into a Material Definitive Agreement.

General

On November 23, 2009, United Refining Energy Corp., a Delaware corporation (“United”, the “Company”, “we”, “us” or “our”), Chaparral Energy, Inc., a privately owned Delaware corporation (“Chaparral”), and Chaparral Subsidiary, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of United (“Merger Sub”), entered into Amendment No. 1 to the Agreement and Plan of Reorganization (the “Amendment”) dated October 9, 2009 by and among Chaparral, United and Merger Sub (the “Merger Agreement”).

The Amendment to the Merger Agreement, among other things, makes the following amendments to the Merger Agreement:

1. The Amendment reduces the number of shares of United common stock (the “Common Stock”) the Chaparral stockholders are receiving at closing from 58,000,000 to 51,500,000.

2. The Amendment reduces the amount of contingent shares of Common Stock the Chaparral Stockholders are entitled to receive from 20,000,000 to 10,000,000 (the “Contingent Stock Consideration”). All 10,000,000 shares of Contingent Stock Consideration will be issued at closing and held in escrow, subject to forfeiture. 5,000,0000 shares of the Contingent Stock Consideration may be used to satisfy any indemnification obligations of Chaparral pursuant to the Merger Agreement (as amended by the Amendment).

3. The Amendment changes the terms upon which the Contingent Stock Consideration will be released. Pursuant to the Amendment, the full amount of the Contingent Stock Consideration will be released from escrow at such time as (i) Chaparral maintains uninterrupted compliance with the covenants of its then-existing credit facility throughout the 12-month period up to and including stock price measurement period, and (ii) the daily average of open, high, low and closing price of the Common Stock exceeds $15.00 per share for 30 trading days within any 60 consecutive trading days at any time during the period from the Closing Date through the sixth anniversary of the Closing Date.

4. United Refining, Inc. (the “Sponsor”) agreed to cancel 4,167,500 shares of Common Stock owned by Sponsor at the closing of the transaction.

5. The amount of shares owned by the Sponsor that will remain in escrow and be subject to the same share conditions as the Contingent Stock Consideration was decreased from 5,625,000 to 2,812,500.

6. The number of shares of Common Stock reserved for issuance under the Company’s 2009 Long-Term Incentive Plan was increased from 7,500,000 to 8,900,000.

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United’s board of directors has unanimously approved the Amendment and has recommended its stockholders vote to approve the Merger Agreement, and each other proposal to be set forth in the definitive proxy statement, at the special meeting of United’s stockholders, to be held pursuant to the terms of United’s amended and restated certificate of incorporation.

A copy of the press release announcing the Amendment to the Merger Agreement is attached as Exhibit 99.1 hereto.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit Number		Description
2.1.1		Amendment No. 1, dated November 23, 2009, to Agreement and Plan of Reorganization, dated October 9, 2009, by and among United Refining Energy Corp., Chaparral Energy, Inc. and Chaparral Subsidiary, Inc.
99.1		Press release dated November 24, 2009

 

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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.

 

November 24, 2009		UNITED REFINING ENERGY CORP.
		By:		/s/  John Catsimatidis
		Name:		John Catsimatidis
		Title:		Chairman and Chief Executive Officer

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Exhibit Index

 

Exhibit Number		Description
2.1.1		Amendment No. 1, dated November 23, 2009, to Agreement and Plan of Reorganization, dated October 9, 2009, by and among United Refining Energy Corp., Chaparral Energy, Inc. and Chaparral Subsidiary, Inc.
99.1		Press release dated November 24, 2009