-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UTOeZB/iLChyFWE+G8w+kblyucLtf+hta/7ZRHDtYmdCZgMeCeMZRp+M6QGJllE6 rYMW9YYwZgYQY0Gr2/EudQ== 0000930661-00-000613.txt : 20000321 0000930661-00-000613.hdr.sgml : 20000321 ACCESSION NUMBER: 0000930661-00-000613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990512 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISER OIL CO CENTRAL INDEX KEY: 0000107874 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550522128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12640 FILM NUMBER: 574035 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STE 400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2142650080 MAIL ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 8-K 1 FORM 8-K ================================================================================ 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): May 12, 1999 THE WISER OIL COMPANY (Exact name of registrant as specified in is charter) Delaware 0-5426 55-0522128 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 8115 Preston Road, Suite 400 Dallas, Texas 75225 (Address, including zip code, of principal executive offices) Registrant's telephone number, including area code: (214) 265-0080 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ THE WISER OIL COMPANY FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ================================================================================ Item 1. Changes in Control of Registrant. Not applicable. Item 2. Acquisition or Disposition of Assets. On April 12, 1999, the Company entered into a Purchase and Sale Agreement with Columbia Natural Resources to sell all of the Company's oil and gas properties in Kentucky, Tennessee and West Virginia (the "Appalachia Properties") for approximately $28 million effective as of April 1, 1999. The sale closed on May 12, 1999. The oil and gas properties comprising the Appalachia Properties represented approximately 15% of the Company's total proved oil and gas reserves at December 31, 1998. The sales proceeds were used to reduce the outstanding balance under the Company's credit agreement with a group of banks which provided for the issuance of letters of credit and revolving credit loans to the Company (the "Credit Agreement") to approximately $11 million and for general corporate purposes. On April 13, 1999, the Company entered into a Purchase and Sale Agreement with Prince Minerals, Ltd. to sell certain producing and non-producing mineral interests ( the "Mineral Properties") for approximately $10 million effective as of April 1, 1999. The sale closed on April 21, 1999. The producing portion of the oil and gas properties comprising the Mineral Properties represented approximately 2% of the Company's total proved oil and gas reserves at December 31, 1998. The sales proceeds, together with the sales proceeds from the Appalachia Properties, were used to reduce the outstanding balance under the Credit Agreement to approximately $11 million. On May 10, 1999, the Company entered into a Restated Credit Agreement with Bank One, Texas, N.A. (the "Bank One Revolver"). The Company borrowed $11 million under the Bank One Revolver and repaid in full the outstanding balance of $11 million under the Credit Agreement and the Credit Agreement was terminated. Also in May 1999, the Company used the proceeds from the sale of oil and gas properties to reduce the BankOne Revolver balance to $0.5 million. Item 3. Bankruptcy or Receivership. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events. Not applicable. Item 6. Resignations of Registrant's Directors. 2 Not applicable. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information (unaudited) Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 1998 Unaudited Condensed Consolidated Balance Sheet as of December 31, 1998 Notes to Unaudited Pro Forma Condensed Financial Statements for the year ended December 31, 1998 (c) Exhibits 10.1 Purchase and Sale Agreement dated April 12, 1999 and effective as of April 1, 1999 between the Company and Columbia Natural Resources (incorporated by reference from Exhibit 10.3a of the Company's Form 10-K filed for the year ended December 31, 1998) *99 Pro Forma Financial Information (Unaudited) ------------ * filed herewith Item 8. Change in Fiscal Year. Not applicable. Item 9. Sales of Equity Securities Pursuant to Regulation S. Not applicable. 3 SIGNATURE 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 thereunto duly authorized. THE WISER OIL COMPANY Date: March 20, 2000 By: /s/ Lawrence J. Finn ------------------------ Lawrence J. Finn Vice President Finance 4 INDEX TO EXHIBITS Item Number Exhibit ------ ------- 10.1 Purchase and Sale Agreement dated April 12, 1999 and effective as of April 1, 1999 between the Company and Columbia Natural Resources (incorporated herein by reference from Exhibit 10.3a of the Company's Form 10-K filed for the year ended December 31, 1998) *99 Pro Forma Financial Information (Unaudited) -------------- * filed herewith EX-99 2 PRO FORMA FINANCIAL INFORMATION (UNAUDITED) EXHIBIT 99 The Wiser Oil Company Unaudited Pro Forma Condensed Consolidated Statement of Income For the Year Ended December 31, 1998
Appalachia and The Minerals Pro Forma Pro Forma Company Properties Adjustments Company ---------- ----------- ------------ ---------- (000's except per share data) Revenues: Oil and gas sales......................... $ 59,197 $(9,781) $ -- $ 49,416 Dividends and interest.................... 269 -- 1,467(A) 1,736 Gain on sales of properties............... 615 -- -- 615 Pension plan curtailment.................. 778 -- -- 778 Other..................................... 549 (473) -- 76 ----------------------------------------------- 61,408 (10,254) 1,467 52,621 ----------------------------------------------- Costs and Expenses: Production and operating.................. 26,529 (3,280) -- 23,249 Purchased natural gas..................... 1,440 (1,440) -- -- Depreciation, depletion and amortization.. 25,811 (2,253) -- 23,558 Property impairments...................... 3,838 (300) -- 3,538 Exploration............................... 15,328 -- -- 15,328 General and administrative................ 10,571 -- -- 10,571 Interest expense.......................... 13,097 -- (595)(B) 12,502 ----------------------------------------------- 96,614 (7,273) (595) 88,746 ----------------------------------------------- Earnings (Loss) Before Income Taxes........ (35,206) (2,981) 2,062 (36,125) Income Tax Expense (Benefit)............... (10,740) (909) 628 (11,021) ----------------------------------------------- Net Income (Loss).......................... $(24,466) $(2,072) $ 1,434 $(25,104) =============================================== Earnings (Loss) Per Share: Basic..................................... $(2.73) $ (0.23) $ 0.16 $(2.80) =============================================== Diluted................................... $(2.73) $ (0.23) $ 0.16 $(2.80) ===============================================
The Wiser Oil Company Unaudited Pro Forma Condensed Consolidated Balance Sheet December 31, 1998
The Pro Forma Pro Forma Company Adjustments Company ---------- ------------------- ---------- Assets: (000's) Current Assets: Cash and cash equivalents................ $ 2,779 $ 15,187 (C) 17,966 Accounts receivable...................... 9,102 -- 9,102 Inventories.............................. 669 (310) (D) 359 Income taxes receivable.................. 1,270 -- 1,270 Prepaid expenses......................... 1,035 -- 1,035 ------------------------------------------ Total current assets.................... 14,855 14,877 29,732 ------------------------------------------ Property and Equipment, at cost: Oil and gas properties................... 367,974 (77,620) (D) 290,354 Other properties......................... 5,523 (1,617) (D) 3,906 ------------------------------------------ 373,497 (79,237) 294,260 Accumulated depreciation, depletion and amortization........................... (160,202) 46,387 (D) (113,815) ------------------------------------------ Net property and equipment............... 213,295 (32,850) 180,445 Other Assets............................. 3,660 -- 3,660 ------------------------------------------ 231,810 (17,973) 213,837 ========================================== Liabilities and Stockholders' Equity: Current Liabilities: Accounts payable......................... $ 10,473 $ -- $ 10,473 Current portion of long-term debt........ 21,000 (21,000) (C) -- Accrued liabilities...................... 2,730 -- 2,730 ------------------------------------------ Total current assets.................... 34,203 (21,000) 13,203 ------------------------------------------ Long-term Debt............................ 124,452 -- 124,452 Deferred Benefit Costs.................... 378 -- 378 Deferred Income Taxes..................... 686 -- 686 Stockholders' Equity: Common stock............................. 27,385 -- 27,385 Paid-in capital.......................... 3,223 -- 3,223 Retained earnings........................ 43,090 3,027 (C) (D) 46,117 Foreign currency translation............. 1,122 -- 1,122 Treasury stock........................... (2,729) -- (2,729) ------------------------------------------ Total stockholders' equity.............. 72,091 3,027 75,118 ------------------------------------------ 231,810 (17,973) 213,837 ==========================================
The Wiser Oil Company Notes to Unaudited Pro Forma Condensed Financial Statements For the Year Ended December 31, 1998 Note 1. Basis of Presentation The unaudited pro forma condensed financial statements of The Wiser Oil Company for the year ended December 31, 1998 has been prepared to give effect to the sale of virtually all of the Company's U.S. royalty interests and all of its oil and gas properties located in Appalachia (the "Appalachia and Minerals Properties"). The U.S. royalty interests were sold to Prince Minerals, Ltd. on April 21, 1999 for $10,000,000, before fees and adjustments, and the Appalachia properties were sold to Columbia Natural Resources on May 12, 1999 for $28,000,000, before fees and adjustments. The net proceeds received by the Company from the sale of the Appalachia and Minerals Properties were $36,187,000 and the Company recognized a gain on the sale of $3,918,000. The unaudited pro forma condensed financial statements included herein are not necessarily indicative of the results that might have occurred had the transactions taken place on the dates assumed for pro forma presentations and are not intended to be a projection of future results. Future results may vary significantly from the results reflected in the accompanying unaudited pro forma condensed statements because of normal production declines, changes in product prices, future acquisitions and divestitures, future development and exploration activities and other factors. The unaudited pro forma condensed financial statements should be read in conjunction with the Consolidated Financial Statements of The Wiser Oil Company included in the Annual Report on Form 10-K for the year ended December 31, 1998. The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 1998 is presented as if the sale of the Appalachia and Minerals Properties occurred on January 1, 1998 and the unaudited condensed consolidated balance sheet is presented as if the sale of the Appalachia and Minerals Properties occurred on December 31, 1998. The column labeled "The Company" represents the condensed consolidated statement of income of The Wiser Oil Company for the year ended December 31, 1998 and the condensed consolidated balance sheet of The Wiser Oil Company at December 31, 1998. The column labeled "Appalachia and Mineral Properties" represents the results of operations of the sold properties for the year ended December 31, 1998 prior to their sale in 1999. Note 2. Estimated Quantities of Proved Reserves Following is a summary of the proved oil and gas reserves and standardized measure of discounted future net cash flows of proved oil and gas reserves at December 31, 1998. The column labeled "The Company" represents the proved oil and gas reserves information of The Wiser Oil Company at December 31, 1998 and the column labeled "Pro Forma" represents such reserve information without the Appalachia and Minerals Properties. The Company Pro Forma --------- --------- Oil and NGL's (MBbls) 27,988 26,401 Gas (MMcf) 119,981 81,817 Standardized Measure (000's) $113,232 $91,378 During 1998, the Appalachia and Minerals Properties produced 161,000 barrels of oil and NGL's and 3,418,000 Mcf of natural gas. The Wiser Oil Company Notes to Unaudited Pro Forma Condensed Financial Statements For the Year Ended December 31, 1998 3. Pro Forma Adjustments Following are descriptions of the pro forma adjustments used in the preparation of the accompanying unaudited pro forma condensed financial statements: (A) Pro forma adjustment to recognize interest income earned on the net cash receipts from the sale of the Appalachia and Minerals Properties. Interest income was computed using the monthly average interest rates realized in 1998 ranging from 4.9% to 5.5%. Net cash receipts were computed using the net proceeds of $36,187,000 less repayments of long- term debt during 1998 as follows: May $8,500,000 June 1,500,000 July 2,000,000 September 3,000,000 November 6,000,000 ------------ $ 21,000,000 ============ (B) Pro forma adjustment to reduce interest expense for repayment of $21,000,000 of long-term debt. (C) Pro forma adjustment to recognize the net proceeds of $36,187,000 from the sale of the Appalachia and Minerals Properties and the use of $21,000,000 of the net proceeds to repay long-term debt, as if the transaction had occurred on December 31, 1998. (D) Pro forma adjustment to remove the December 31, 1998 net cost basis of the Appalachia and Minerals Properties. -----END PRIVACY-ENHANCED MESSAGE-----