SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be
Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
UNITED REFINING ENERGY CORP.
COMMON STOCK, $0.0001 PAR VALUE
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(Title of Class of Securities)
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911360105
John A. Catsimatidis
c/o United Refining Energy Corp.
823 Eleventh Avenue
New York, New York 10019
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 8, 2009
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that
is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
Note:
schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on 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).
SCHEDULE 13D
CUSIP No.
911360105
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1
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NAME OF REPORTING PERSON
UNITED
REFINING, INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
-0- SHARES OF COMMON STOCK
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8
SHARED VOTING POWER
-0- SHARES OF COMMON STOCK
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9
SOLE DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
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10
SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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x
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
911360105
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1
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NAME OF REPORTING PERSON
JOHN A.
CATSIMATIDIS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF
SHARES
BY
EACH
REPORTING
PERSON
WITH
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7
SOLE VOTING POWER
15,750,000 SHARES OF COMMON STOCK
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8
SHARED VOTING POWER
-0- SHARES OF COMMON STOCK
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9
SOLE DISPOSITIVE POWER
15,750,000 SHARES OF COMMON STOCK
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10
SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,750,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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x
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.81%
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14
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TYPE OF REPORTING PERSON*
IN
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Item 1.
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Security and Issuer
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This Schedule 13D
relates to the common stock, par value $0.0001 per share (Common Stock) of United Refining Acquisition Corp. (the Issuer). The address of the principal executive office of the Issuer is 823 Eleventh Avenue, New York, New
York, 10019. The Issuer was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business. The 13,250,000 shares of Common Stock are owned by United
Refining, Inc. which is wholly-owned by John A. Catsimatidis (collectively, the Reporting Persons). Mr. Catsimatidis is also the Chairman and Chief Executive Officer of this Issuer.
Item 2.
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Identity and Background
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(a)
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This Statement is filed on behalf of
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(1)
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United Refining, Inc.
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(b)
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The address of each of the above persons is:
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c/o United Refining Energy Corp.
823 Eleventh Avenue
New York, NY 10019
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(c)
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The principal occupation and business of United Refining, Inc. is a holding company for the stock of the Issuer and that of United Refining Company. John A.
Catsimatidis is Chairman and Chief Executive Officer of Red Apple Group, Inc., the parent company of United Acquisition Corp. which owns one hundred percent of the capital stock of United Refining, Inc.
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(d)
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The Reporting Persons have not, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors).
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(e)
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The Reporting Persons have not, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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United Refining, Inc. is a corporation organized under the laws of the State of Delaware. Mr. Catsimatidis is a citizen of the United States.
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Item 3.
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Source and Amount of Funds or Other Consideration
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United Refining, Inc. used its personal funds to purchase the securities.
Item 4.
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Purpose of Transaction
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Immediately prior
to the Issuers initial public offering (IPO), United Refining, Inc., purchased 11,250,000 shares of Issuers Common Stock for an aggregate purchase price of $25,000 (the IPO Stock). The IPO Stock is subject to the
terms and conditions set forth in the Securities Escrow Agreement dated December 11, 2007, by and between the Issuer, United Refining, Inc., Continental Stock Transfer & Trust Company, Deutsche Bank Securities, Inc. and Maxim Group,
LLC, as representatives of the several underwriters (the Escrow Agreement), and filed on December 17, 2007 in a Current Report on Form 8-K of the Issuer. Additionally, the IPO Stock is subject to the voting restrictions described in
Item 5 below and the escrow requirements of the Escrow Agreement as set forth in that certain Insider Letter dated December 11, 2007 by and between the Issuer and United Refining, Inc. (the Insider Letter). Also in connection
with the IPO, United Refining, Inc., was issued warrants to purchase 2,500,000 shares of Common Stock at an exercise price of $12.50, which are currently exercisable and may be exercised at any time prior to December 11, 2012 (the Sponsor
Warrants). Furthermore, and also in connection with the IPO and subject to the restrictions set forth in the Escrow Agreement and Insider Letter, United Refining, Inc. holds a warrant to purchase up to 15,600,000 shares of the Issuers
Common Stock (the Private Warrants), and except with respect to the restrictions of the Escrow Agreement and Insider Letter, are similar in all respects to those warrants issued to the public in connection with the IPO. The Private
Warrants are not exercisable until consummation of the Transaction (described below). If the Transaction is approved at the Meeting (defined below), the Sponsor Warrants will be amended as described in the Proxy/Prospects (defined below) and the
Private Warrants will be amended and potentially redeemed, pro rata, as described in the Proxy/Prospects.
On October 9, 2009, Chaparral
Energy, Inc. (Chaparral), the Issuer and Chaparral Subsidiary, Inc. (Merger Sub), entered into an Agreement and Plan of Reorganization, which was amended by Amendment No. 1 to the Agreement and Plan of Reorganization
dated November 23, 2009, pursuant to which Chaparral will merge with and into Merger Sub, with Chaparral surviving, immediately following which Chaparral will merge with and into the Issuer, with the Issuer surviving (collectively, the
Transaction).
On December 7, 2009, the Issuer announced the Reporting Persons, as well as the stockholders of Chaparral,
including Fischer Investments, L.L.C., Altoma Energy, G.P. and CHK Holdings, L.L.C. (collectively, the Stockholders), agreed to purchase approximately $55,000,000 of the Issuers Common Stock from certain institutional investors
(collectively, the Purchases). These Purchases are being made in privately negotiated transactions with a limited number of institutional investors with whom the Issuer, Chaparral, Reporting Persons or their advisors have had
conversations prior to December 7, 2009. All of the shares of Common Stock so acquired will be voted in favor of the proposed Transaction and all other proposals set forth in the Issuers definitive proxy statement/prospectus filed with
the Securities and Exchange Commission on November 30, 2009 (the Proxy/Prospectus) to be presented at the Issuers special meeting of stockholders on December 10, 2009, as adjourned to December 11, 2009 (the
Meeting).
On December 8, 2009, one of the Stockholders purchased 1,984,000 shares of the Issuers Common Stock at
$10.03 per share and on December 9, 2009, other Stockholder purchased 1,300,000 shares of Issuers Common Stock at $10.03 per share. On December 9, 2009, the Reporting Persons purchased 2,000,000 shares of Issuers Common Stock
at $10.03 per share. In the aggregate, the Stockholders and Reporting Persons have purchased 5,284,000 shares of Issuers Common Stock at an aggregate price of $52,998,520.
The Purchases by the Reporting Persons may result in the Reporting Persons being deemed a group
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) with the Stockholders. Although the Reporting Person and the Stockholders may be deemed to be a group within
Section 13(d) of the Exchange Act, the Reporting Persons do not believe they are part of a group with the Stockholders and expressly disclaim membership in any group with each of the Stockholders.
Item 5.
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Interest in Securities of the Issuer
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(a), (b) The Reporting Persons are the beneficial owner of 15,750,000 shares of Common Stock in the Issuer, consisting of (i) 13,250,000 shares of Common Stock and (ii) warrants granting the Reporting Persons the right to
purchase a maximum of 2,500,000 shares of Issuers Common Stock at an exercise price of $12.50 (the Warrants), in the aggregate representing approximately 26.81% of the Issuers outstanding Common Stock assuming exercise of the
Warrants. John A. Catsimatidis has sole voting and dispositive power with respect to all 15,750,000 shares of Common Stock; however, pursuant to the Insider Letter, United Refining, Inc. agreed to vote all 11,250,000 shares of Common Stock it
purchased immediately prior to the IPO in accordance with the will of the majority of the votes cast at the special meeting of stockholders held in connection with such stockholders vote on the Transaction (the Meeting).
Furthermore, United Refining, Inc. has agreed with the Stockholders to vote all of its Purchases of Common Stock in favor of each of the proposals to be presented at the Meeting as set forth in the Proxy/Prospectus.
(c) During the past 60 days, the Reporting Person effected transactions in the shares of the Issuers Common Stock as set forth below. All such
transactions were made on the NYSE Amex.
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Reporting Person
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Date
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Quantity
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Price
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Transaction
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United Refining, Inc.
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December, 8, 2009
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2,000,000
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$
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10.03
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Purchase
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(d) N/A
(e) N/A
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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All of the Reporting Persons Purchases of Common Stock will be voted in favor of the Transaction and all other proposals presented in the Meeting as
set forth in the Proxy/Prospectus. Additionally, pursuant to that certain Insider Letter, United Refining, Inc. agreed to vote all 11,250,000 shares of Common Stock it purchased immediately prior to the IPO in accordance with the will of the
majority of the votes cast at the Meeting.
Item 7.
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Material to be Filed as Exhibits
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99.1
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Press Release, dated December 7, 2009
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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.
Dated as of this 11
th
day of December, 2009
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By:
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S
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OHN
A.
C
ATSIMATIDIS
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Name:
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John A. Catsimatidis
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Title:
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Chief Executive Officer
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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.
Dated as of this 11
th
day of December, 2009
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By:
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S
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OHN
A.
C
ATSIMATIDIS
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Name:
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John A. Catsimatidis, individually
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JOINT FILING AGREEMENT
This JOINT FILING AGREEMENT, dated as of December 11, 2009, is between United Refining, Inc. and John A. Catsimatidis (collectively,
the Joint Filers).
WHEREAS, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
(the Exchange Act), the parties hereto desire to satisfy any filing obligation under Section 13(d) of the Exchange Act by a single joint filing;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Joint Filers hereby agree as follows:
1. The Schedule 13D with respect to the shares of United Refining Energy Corp. (the Company) (to which this Joint Filing
Agreement is an exhibit) is filed on behalf of each of the Joint Filers.
2. Each of the Joint Filers is eligible to use
Schedule 13D for the filing of information therein.
3. Each of the Joint Filers is responsible for the timely filing of this
Schedule 13D and any future amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, provided that each such person is not responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
4. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be
duly executed and delivered as of the date first above written.
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DATE:
December 11, 2009
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United Refining, Inc.
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S
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OHN
A.
C
ATSIMATIDIS
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Name:
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John A. Catsimatidis
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Title:
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Chief Executive Officer
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DATE:
December 11, 2009
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/
S
/ J
OHN
A.
C
ATSIMATIDIS
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John A. Catsimatidis
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