UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event report): July 1, 2003 PETROCORP INCORPORATED (Exact name of registrant as specified in its charter) Texas 0-22650 76-0380430 ---------------------------- ------------------------ ------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 6733 South Yale, Tulsa, Oklahoma 74136 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: 918-491-4500 _______________________N/A_________________________ (Former name or former address, if changes since last report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. On July 1, 2003 PetroCorp Incorporated ("PetroCorp") (AMEX:PEX) issued a press release announcing it has entered into a letter of intent to be acquired by Unit Corporation (NYSE: UNT). The Press Release is attached as Exhibit 99(a) to this report. The transaction would be valued at approximately $190,000,000 comprised of 2 million shares of Unit common stock and the remainder in cash. The sale price is subject to normal adjustments for transactions of this type. The transaction is dependent upon the execution of a definitive agreement and all necessary consents including PetroCorp shareholder approval. Fully diluted, PetroCorp will have approximately 13,130,000 shares outstanding. Item 7. Financial Statements and Exhibits. (c) Exhibits 99(a) Press Release. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PETROCORP INCORPORATED By: /s/ Steven R. Berlin ----------------------- Steven R. Berlin, Chief Financial Officer Date: July 1, 2003 EXHIBIT INDEX Exhibit No. Description ------------- --------------------- 99(a) Press Release.