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 reported):
October
31, 2008
ULTRA
PETROLEUM CORP.
(Exact
name of registrant as specified in its charter)
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Yukon Territory, Canada
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0-29370
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N/A
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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363
N. Sam Houston Parkway East
Suite
1200
Houston,
Texas 77060
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code:
(281)
876-0120
(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 of the registrant under any of the following
provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
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))
| Item
2.02. |
Results
of Operations and Financial
Condition.
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Ultra
Petroleum Corp. (the “Company”) issued a news release today, attached as Exhibit
99.1, announcing the Company’s production and earnings for the third quarter
2008. The news release contains certain non-GAAP financial information. The
reconciliation of such non-GAAP financial information to GAAP financial measures
is included in the news release.
The
information presented in this Item 2.02 shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
it
be deemed incorporated by reference into any filing under the Securities Act
or
1933, as amended, except as expressly set forth in such filing.
| Item
4.02 |
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or
Completed Interim Review
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On
October 31, 2008, the Audit Committee of the Board of Directors of Ultra
Petroleum Corp. (“the “Company”) determined that the interim financial
statements included in the Company’s Form 10-Q for the quarters ending March 31,
2008 and June 30, 2008 should no longer be relied upon because of an error
in
these financial statements. In connection with preparing its quarterly report
for third quarter 2008, management of Ultra Petroleum Corp. and the Audit
Committee of
the
Board
of
Directors determined that the contemporaneous formal documentation we had
prepared in the first quarter of 2008 to support our initial natural gas hedge
designations for production sold on the Rockies Express Pipeline (“REX”) did not
meet the technical requirements to qualify for hedge accounting treatment in
accordance with Statement of Financial Accounting Standard No. 133,
“Accounting
for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). In order to
cause the hedge contracts to qualify for hedge accounting treatment under SFAS
No. 133,
the
Company was required to predict and document the future relationship between
prices at REX sales points and the sales prices at the Northwest Pipeline
Rockies (the basis of the derivative contract) at the time the derivative
contracts were entered into. The actual relationship between the sales prices
at
the two locations was different than that predicted by the Company, which
affected our ability to effectively demonstrate ongoing effectiveness between
the derivative instrument and the forecasted transaction as outlined in our
contemporaneous documentation as set forth under the requirements of SFAS No.
133.
The
matters disclosed in this Form 8-K have been discussed by the company’s
chief financial officer and the chairman of its audit committee with
representatives of Ernst & Young LLP, the registered independent accounting
firm that reviewed the financial statements to be restated. The Company
has filed the required amended Form 10-Q’s for the first and second
quarters of 2008.
| Item
9.01. |
Financial
Statements and Exhibits
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Exhibit
No.
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Description
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99.1
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News
Release dated November 4, 2008.
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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.
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ULTRA
PETROLEUM CORP.
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November
4, 2008
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By:
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/s/Michael
D. Watford
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Name:
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Michael
D. Watford
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Title:
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Chairman,
President and Chief
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Executive
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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News
Release dated November
4, 2008
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