-----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, UXtHrlv9IpmLuzOpoTDXLsdH6jgIPdYeZQ7b48gv9G4l+irlgt1cKsGWWXLvWdZ3 8/8uwy6iLmFn8b996f9YSA== 0000930661-00-003131.txt : 20001207 0000930661-00-003131.hdr.sgml : 20001207 ACCESSION NUMBER: 0000930661-00-003131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001120 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001206 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: 784172 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): November 20, 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 November 20, 2000, The Wiser Oil Company, a Delaware corporation (the "Company"), announced that its Board of Directors approved an extension of time, from November 25, 2000 to May 25, 2001, for Wiser Investment Company, LLC ("WIC") to exercise its option to purchase an additional $10 Million of Series C Convertible Preferred Stock under the terms of the Amended and Restated Stock Purchase Agreement dated as of December 13, 1999 (the "Stock Purchase Agreement"). The Company and WIC entered into Amendment No. 1 to the Stock Purchase Agreement dated as of November 20, 2000 providing for the extension of WIC's option. The Company also announced that its Board of Directors approved the payment in kind of dividends on the Series C Preferred Stock for the second and third quarters of 2000. Item 6. Resignations of Registrant's Directors. Not applicable. 2 Item 7. Financial Statements and Exhibits. (c) Exhibits Item Exhibits ---- -------- 10.1* Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated as of November 20, 2000 99.1* Press Release dated as of November 20, 2000. _______ *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: December 5, 2000 By: /s/ George K. Hickox, Jr. ------------------------- George K. Hickox, Jr. Chairman and Chief Executive Officer 4 INDEX TO EXHIBITS Item Number Exhibit - ------ ------- 10.1 Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated as of November 20, 2000 99.1 Press Release dated as of November 20, 2000. 5 EX-10.1 2 0002.txt AMND 1 TO RESTATED STOCK PURCHASE AGRMNT Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this "Amendment") is made and entered into this 20th day of November, 2000, by and between The Wiser Oil Company, a Delaware corporation (the "Company"), and Wiser Investment Company, LLC, a Delaware limited liability company ("WIC"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Company and WIC entered into that certain Amended and Restated Stock Purchase Agreement dated as of December 13, 1999 (the "Amended and Restated Stock Purchase Agreement"); and WHEREAS, the Company and WIC wish to enter into this Agreement to amend the Amended and Restated Stock Purchase Agreement to extend the length of WIC's Option to purchase additional preferred shares; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Amended and Restated Stock Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Certain Definitions. Terms used in this Amendment and not ------------------- otherwise defined shall have the meanings set forth in the Amended and Restated Stock Purchase Agreement. Section 2. Option to Purchase Additional Preferred Shares. The Amended and ---------------------------------------------- Restated Stock Purchase Agreement is hereby amended in order to delete subsection (b) of Section 2.5 and to replace such subsection with a new subsection (b) to Section 2.5, to read in its entirety as follows: "(b) The Option shall be exercisable at any time and from time to time following the Closing and shall remain in full force and effect until 11:59 p.m., Dallas time, on May 25, 2001, or on such later date as may be mutually agreed to by the Company and WIC (the "Option Term")." Section 3. Ratification of Amended and Restated Stock Purchase Agreement. ------------------------------------------------------------- The Amended and Restated Stock Purchase Agreement is hereby ratified and confirmed in all respects. Section 4. Counterparts. This Amendment may be executed in several ------------ counterparts, each of which shall be an original and all of which shall constitute but one and same instrument. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized representative as of the date first written above. THE WISER OIL COMPANY By: /s/ A. Wayne Ritter ------------------------- Name: A. Wayne Ritter --------------------- Title: President --------------------- WISER INVESTMENT COMPANY, LLC By: /s/ George K. Hickox, Jr. ------------------------- Name: George K. Hickox, Jr. --------------------- Title: Authorized Signatory --------------------- EX-99.1 3 0003.txt 11-20-2000 PRESS RELEASE Exhibit 99.1 THE WISER OIL COMPANY 8115 Preston Road, Suite 400, Dallas, Texas 75225 Phone: 214/265-0080 Fax: 214/891-9645 Page 1 of 1. NEWS RELEASE For Immediate Release: November 20, 2000 For Further Information: Rick Davis Telephone: 214/265-0080 E-mail: rdavis@wiseroil.com THE WISER OIL COMPANY ANNOUNCES PAYMENT OF PREFERRED DIVIDENDS AND EXTENSION OF TIME Dallas, Texas, November 20, 2000 -- The Wiser Oil Company (NYSE: WZR) announced that its Board of Directors approved the payment of dividends on the Series C Preferred Stock for the second quarter and third quarter of 2000 totaling $368,219. The annual dividend rate on the Series C Convertible Preferred Stock is 7% and is payable in either cash or shares of Wiser's common stock. The Company has elected to pay the full dividend amount by issuing 80,944 shares of Wiser's common stock. The Board of Directors also approved an extension of time, from November 25, 2000 to May 25, 2001, for Wiser Investment Company to purchase an additional $10 Million of Series C Convertible Preferred Stock. 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. 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-----