10-K/A 1 h04486e10vkza.txt ULTRA PETROLEUM CORP. - DATED 12/31/2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________TO ___________. COMMISSION FILE NUMBER: 0-29370 ULTRA PETROLEUM CORP. (Exact Name of Registrant as Specified in Its Charter) YUKON TERRITORY, CANADA N/A (Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 363 NORTH SAM HOUSTON PARKWAY EAST, SUITE 1200 HOUSTON, TEXAS 77060 (Address of Principal Executive Offices) (Zip Code) 281-876-0120 (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- Common Shares American Stock Exchange without par value Toronto Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES [ ] NO [ X ] As of March 3, 2003, the Registrant had 74,087,668 common shares outstanding, and the aggregate market value of the common shares held by non-affiliates was approximately $659,380,245 based upon the closing price of $ 8.90 per share for the common stock on March 3, 2003, as reported on the American Stock Exchange. Documents incorporated by reference: The definitive Proxy Statement for the 2003 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2002, is incorporated by reference in Part III of this Form 10-K. 1 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K This Form 10-K/A is being filed for the sole purpose of filing Exhibit 10.1 to the Company's Form 10-K which was originally filed on March 28, 2003. The exhibit was omitted in error from the previously filed Form 10-K by the Company's filing agent. Exhibit Number Description -------------- ----------- 3.1 Articles of Incorporation of Ultra Petroleum Corp. - (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 2 3.2 By-Laws of Ultra Petroleum Corp. - (incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 4.1 Specimen Common Share Certificate - (incorporated by reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.1 First Amendment to First Amended and Restated Credit Agreement dated November 4, 2002 among Ultra Resources, Inc., Bank One N.A., Union Bank of California, N.A., Hibernia National Bank, Guaranty Bank, FSB and Compass Bank 10.2 First Amended and Restated Credit Agreement dated March 1, 2002 among Bank One, N.A., Union Bank of California, N.A., Guaranty Bank, FSB, Hibernia National Bank, Ultra Resources, Inc. and Banc One Capital Markets, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2001) 10.3 First Amendment to Credit Agreement dated July 19, 2001 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001) 10.4 Credit Agreement dated March 22, 2000 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.5 Ratification of and Amendment to Mortgage dated February 15, 2001 (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.6 Articles of Merger dated July 16, 2001 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001) 10.7 Plan of Merger and Reorganization dated July 16, 2001 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001) 21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2001) 23.1 Consent of Netherland, Sewell & Associates, Inc. 99.1 Certification of Chief Executive Officer 99.2 Certification of Chief Financial Officer 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ULTRA PETROLEUM CORP. Date: March 25, 2003 By: /s/ Michael D. Watford Name: Michael D. Watford Title: Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE /s/ Michael D. Watford Chairman of the Board, ---------------------- Chief Executive Officer and President March 25, 2003 Michael D. Watford /s/ W. Charles Helton ---------------------- W. Charles Helton Director March 25, 2003 /s/ James E. Nielson ---------------------- James E. Nielson Director March 25, 2003 /s/ Robert E. Rigney ---------------------- Robert E. Rigney Director March 25, 2003 /s/ James C. Roe ---------------------- James C. Roe Director March 25, 2003 /s/ F. Fox Benton III ---------------------- F. Fox Benton III Chief Financial Officer March 25, 2003

4 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 3.1 Articles of Incorporation of Ultra Petroleum Corp. - (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 3.2 By-Laws of Ultra Petroleum Corp. - (incorporated by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 4.1 Specimen Common Share Certificate - (incorporated by reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.1 First Amendment to First Amended and Restated Credit Agreement dated November 4, 2002 among Ultra Resources, Inc., Bank One N.A., Union Bank of California, N.A., Hibernia National Bank, Guaranty Bank, FSB and Compass Bank 10.2 First Amended and Restated Credit Agreement dated March 1, 2002 among Bank One, N.A., Union Bank of California, N.A., Guaranty Bank, FSB, Hibernia National Bank, Ultra Resources, Inc. and Banc One Capital Markets, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2001) 10.3 First Amendment to Credit Agreement dated July 19, 2001 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001) 10.4 Credit Agreement dated March 22, 2000 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.5 Ratification of and Amendment to Mortgage dated February 15, 2001 (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001) 10.6 Articles of Merger dated July 16, 2001 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001) 10.7 Plan of Merger and Reorganization dated July 16, 2001 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001) 21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2001) 23.1 Consent of Netherland, Sewell & Associates, Inc. 99.1 Certification of Chief Executive Officer 99.2 Certification of Chief Financial Officer