-----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, O/e4FeZ1xAfe/4rn1j//Lj8jNB0RKPttv+F/ltLKQwU79gsTHPgjdrHUTrkfa9uV tcyP61pgHTFjyn7JJaEy1w== /in/edgar/work/20000605/0000930661-00-001477/0000930661-00-001477.txt : 20000919 0000930661-00-001477.hdr.sgml : 20000919 ACCESSION NUMBER: 0000930661-00-001477 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000516 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISER OIL CO CENTRAL INDEX KEY: 0000107874 STANDARD INDUSTRIAL CLASSIFICATION: [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: 649214 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 0001.txt 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 16, 2000 THE WISER OIL COMPANY (Exact name of registrant as specified in is charter) Delaware 0-5426 55-0522128 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 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. Not applicable. Item 3. Bankruptcy or Receivership. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events. On May 31, 2000, The Wiser Oil Company, a Delaware corporation (the "Company"), announced that on May 25, 2000, the Company closed the sale of 600,000 shares of 7% cumulative convertible preferred stock to an investment group led by Wiser Investment Company, LLC ("WIC") for $15 million. The Company also announced that it appointed George K. Hickox, Jr. as Chairman of the Board and Chief Executive Officer replacing Andrew J. Shoup, Jr., and A. Wayne Ritter as President of the Company, and that Richard R. Schreiber and Scott W. Smith were appointed to the Board of Directors, replacing Messrs. Howard G. Hamilton and John W. Cushing, III, who have resigned. Previously, on May 16, 2000, the Company announced that its shareholders had approved the sale of the preferred stock. Item 6. Resignations of Registrant's Directors. Not applicable. Item 7. Financial Statements and Exhibits. (c) Exhibits Item Exhibits ---- -------- 99.1* Press Release dated as of May 31, 2000. 99.2* Press Release dated as of May 16, 2000. _______ *filed herewith 1 Item 8. Change in Fiscal Year. Not applicable. Item 9. Sales of Equity Securities Pursuant to Regulation S. Not applicable. 2 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: June 5, 2000 By: /s/ George K. Hickox, Jr. ------------------------------------ George K. Hickox, Jr. Chairman and Chief Executive Officer 3 INDEX TO EXHIBITS Item Number Exhibit - ------ ------- 99.1 Press Release dated as of May 31, 2000. 99.2 Press Release dated as of May 16, 2000. 4 EX-99.1 2 0002.txt PRESS RELEASE DATED MAY 31, 2000 Exhibit 99.1 [WISER LOGO] 8115 Preston Road, Suite 400, Dallas, Texas 75225 Phone: 214/265-0080 Fax: 214/891-9645 Page 1 of 2. NEWS RELEASE For Immediate Release: May 31, 2000 For Further Information: Lawrence J. Finn Telephone: 214/265-0080 E-mail: lfinn@wiseroil.com THE WISER OIL COMPANY ANNOUNCES CLOSING OF PREFERRED STOCK SALE Dallas, Texas, May 31, 2000 -- The Wiser Oil Company (NYSE: WZR) announced today that on May 25, 2000, the Company closed the sale of 600,000 shares of 7% cumulative convertible preferred stock to an investor group led by Wiser Investment Company, LLC ("WIC") for $15 million. The sale was previously approved by a vote of the shareholders on May 16, 2000. The preferred stock is convertible into 3,529,412 shares of Wiser common stock at a conversion price of $4.25. In addition, the Company issued to WIC 445,030 warrants to purchase 445,030 shares of Wiser common stock at $4.25 per share. The warrants are not exercisable for two years and will expire seven years after closing. Wiser currently has 8,951,935 common shares outstanding. As provided for in the purchase agreement, WIC has the option, until November 25, 2000, to purchase up to an additional 400,000 preferred shares for $10 million. If WIC fully exercises its option to purchase the additional 400,000 preferred shares, upon conversion of the preferred shares WIC would be entitled to receive a total of 5,882,353 shares, or 40% of the outstanding Wiser common stock. Upon full exercise of its option, WIC would be issued an additional aggregate of 296,686 warrants, which would entitle WIC to purchase 741,716 shares of Wiser common stock representing approximately 5% of the total outstanding common stock. At closing, Mr. George K. Hickox, Jr. was appointed Chairman of the Board and Chief Executive Officer of Wiser, replacing Andrew J. Shoup, Jr., and A. Wayne Ritter, formerly Vice President of Acquisitions and Operations, has been appointed President of the Company. Richard R. Schreiber and Scott W. Smith have been appointed to the Board of Directors replacing Messrs. Howard G. Hamilton and John W. Cushing, III, who have resigned. Mr. Hickox, age 41, is a private investor whose principal interests are in the energy industry. In the early 1980's, Mr. Hickox worked for Texas Oil & Gas Corp. and InterFirst Bank Houston N.A. Later, he was a vice president at the investment banking firm of Copeland, Wickersham & Wiley where he focused on restructuring transactions and mergers and acquisitions. Since 1991, Mr. Hickox has been a principal in Heller Hickox Dimeling Schreiber & Park, a private equity investment firm focused on the energy sector. Mr. Hickox presently serves as a director of NATCO Group, Inc., a publicly traded NYSE company, as well as an officer and director of several privately held companies. Mr. Hickox holds petroleum engineering and geology degrees from Texas A&M University and a MBA from the University of Houston. Richard R. Schreiber, age 44, is a partner of Dimeling, Schreiber & Park, a private equity firm founded in 1982 and focused on restructuring transactions. Prior to 1982, he was an industrial real estate broker and later joined Coldwell Banker in the same capacity. He is active in the negotiating, purchasing and structuring of the acquisition financing of DS&P's investments. Mr. Schreiber presently serves as Chairman of the Board of Directors of The New Piper Aircraft, Inc. and as a director of several other privately held companies. He received a B.S. from the Wharton School at the University of Pennsylvania. Scott W. Smith, age 42, is a principal of Sabine Energy Company, LLC. The primary activity of Sabine is pursuing investment opportunities in the energy business. From 1990 to 1996, Mr. Smith acted as land manager of Triad Energy Corporation, and from 1997 to 1998 he was Manager of Land/Marketing for O'Sullivan Oil and Gas. Prior to 1990, Mr. Smith worked in various capacities for Texas Oil & Gas Corp. and its affiliates. Mr. Smith received a B.B.A. in petroleum land management from the University of Texas. Organized in 1905, Wiser is an independent energy company engaged in exploration, production and acquisition of crude oil and natural gas reserves primarily in the United States and Canada. Wiser operates on a philosophy of moderate risk exploration and strategic acquisitions. Some matters set forth herein are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include such factors as oil and gas prices, well completions and production levels within estimated ranges. Investors are directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. - END- EX-99.2 3 0003.txt PRESS RELEASE DATE MAY 16, 2000 Exhibit 99.2 [WISER LOGO] 8115 Preston Road, Suite 400, Dallas, Texas 75225 Phone: 214/265-0080 Fax: 214/891-9645 NEWS RELEASE For Immediate Release: May 16, 2000 For Further Information: Lawrence J. Finn Telephone: 214/265-0080 E-mail: lfinn@wiseroil.com SHAREHOLDERS OF THE WISER OIL COMPANY APPROVE SALE OF PREFERRED STOCK Dallas, Texas, May 16, 2000 -- The Wiser Oil Company (NYSE: WZR) today announced that its shareholders have approved the sale of up to $25 million of 7% preferred stock to an investment group led by Wiser Investment Company, LLC. As part of the transaction, the Board will appoint George K. Hickox, Jr. as Chairman of the Board and Chief Executive Officer of Wiser, replacing Andrew J. Shoup, Jr. In addition to Mr. Hickox, Richard R. Schreiber and Scott W. Smith will be appointed to the Board. Closing of the transaction is expected prior to the end of May 2000. Organized in 1905, Wiser is an independent energy company engaged in exploration, production and acquisition of crude oil and natural gas reserves primarily in the United States and Canada. Wiser operates on a philosophy of moderate risk exploration and strategic acquisitions. Some matters set forth herein are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include such factors as oil and gas prices, well completions and production levels within estimated ranges. Investors are directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. - End- -----END PRIVACY-ENHANCED MESSAGE-----