-----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, DGAVc+DQA3Ke9Zy/pE+MqNk83v9QiyGWCg3g/uueS4/IGl7lzSpNtBNfUMYIMqpo FLkjcML9BRzXxRnRWV9xlA== 0000930661-98-001716.txt : 19980813 0000930661-98-001716.hdr.sgml : 19980813 ACCESSION NUMBER: 0000930661-98-001716 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980812 SROS: NYSE 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-12640 FILM NUMBER: 98683275 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 10-Q 1 FORM 10-Q - QE 06/30/98 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED JUNE 30, 1998 COMMISSION FILE NUMBER 0-5426 THE WISER OIL COMPANY A DELAWARE CORPORATION I.R.S. EMPLOYER IDENTIFICATION NO. 55-0522128 8115 PRESTON ROAD, SUITE 400 DALLAS, TEXAS 75225 TELEPHONE (214) 265-0080 Former name, former address and former fiscal year, if changed since last report. 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, and (2) has been subject to such filing requirements for the past 90 days. x ----- ----- Yes No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Class Outstanding at June 30, 1998 ----------- ---------------------------- $3 par value 8,951,965 ================================================================================ THE WISER OIL COMPANY PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The consolidated condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly present such information. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including significant accounting policies, normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. 2 THE WISER OIL COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JUNE 30, DECEMBER 31, 1998 1997 ---------- ------------- (000's) except share data ASSETS Current Assets: Cash and cash equivalents.................................... $ 58 $ 13,255 Accounts receivable.......................................... 11,307 13,765 Inventories.................................................. 1,034 1,007 Income taxes receivable...................................... 3,055 725 Prepaid expenses............................................. 1,328 438 --------- --------- Total current assets...................................... 16,782 29,190 --------- --------- Property, Plant and Equipment, at cost: Oil and gas properties (successful efforts method)........... 365,411 346,655 Other properties............................................. 5,545 5,399 --------- --------- 370,956 352,054 Accumulated depreciation, depletion and amortization......... (143,878) (131,346) --------- --------- Net property, plant and equipment............................ 227,078 220,708 Other Assets.................................................. 3,894 4,658 --------- --------- $ 247,754 $ 254,556 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable............................................. $ 11,386 $ 18,396 Accrued liabilities.......................................... 2,954 2,985 --------- --------- Total current liabilities.................................. 14,340 21,381 --------- --------- Long Term Debt................................................ 134,341 124,304 Deferred Benefit Cost......................................... 1,248 1,169 Deferred Income Taxes......................................... 9,102 10,278 Stockholders' Equity: Common stock - $3 par value; 20,000,000 shares authorized; shares issued - 9,128,169; shares outstanding - 8,951,965... 27,385 27,385 Paid-in capital.............................................. 3,223 3,223 Retained earnings............................................ 59,862 68,630 Foreign currency translation................................. 982 915 Treasury stock; 176,204 shares, at cost...................... (2,729) (2,729) --------- --------- Total stockholders' equity................................. 88,723 97,424 --------- --------- $ 247,754 $ 254,556 ========= =========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 3 THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
FOR THE THREE MONTHS FOR THE SIX MONTHS --------------------- ------------------- ENDED JUNE 30, ENDED JUNE 30, --------------------- ------------------- 1998 1997 1998 1997 --------- -------- -------- ------- (000's except per share data) Revenues: Oil and gas sales......................... $15,471 $16,207 $ 32,545 $39,269 Dividends and interest.................... 67 337 212 457 Marketable security sales................. - - - 1,813 Other..................................... 481 1,282 677 1,860 ------- ------- -------- ------- 16,019 17,826 33,434 43,399 ------- ------- -------- ------- Costs and Expenses: Production and operating.................. 6,273 6,760 12,435 13,561 Purchased natural gas..................... 350 261 738 773 Depreciation, depletion and amortization.. 6,821 5,243 13,662 11,010 Exploration............................... 3,654 3,517 7,007 4,139 General and administrative................ 2,553 2,553 4,979 4,931 Interest expense.......................... 3,227 2,091 6,373 3,355 ------- ------- -------- ------- 22,878 20,425 45,194 37,769 ------- ------- -------- ------- Earnings (Loss) Before Income Taxes......... (6,859) (2,599) (11,760) 5,630 Income Tax Expense (Benefit)................ (2,184) (655) (3,529) 1,433 ------- ------- -------- ------- NET INCOME (LOSS)........................... (4,675) (1,944) (8,231) 4,197 Retained Earnings, beginning of period...... 64,806 72,258 68,630 66,385 Dividends Paid.............................. (269) (269) (537) (537) ------- ------- -------- ------- Retained Earnings, end of period............ $59,862 $70,045 $ 59,862 $70,045 ======= ======= ======== ======= Weighted Average Outstanding Shares......... 8,952 8,950 8,952 8,950 ======= ======= ======== ======= Earnings (Loss) Per Share: Basic..................................... ($0.52) ($0.22) ($0.92) $ 0.47 ======= ======= ======== ======= Diluted................................... ($0.52) ($0.22) ($0.92) $ 0.47 ======= ======= ======== ======= Cash Dividends Per Share.................... $0.03 $0.03 $0.06 $ 0.06 ======= ======= ======== =======
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 4 THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS -------------------- ENDED JUNE 30, -------------------- 1998 1997 --------- --------- (000's) Cash Flows From Operating Activities: Net Income (Loss)............................................. $ (8,231) $ 4,197 Adjustments to reconcile net income to operating cash flows: Depreciation, depletion and amortization.................... 13,662 11,010 Deferred income taxes....................................... (1,176) 449 Marketable securities and property sale gains............... (391) (3,595) Foreign currency translation................................ 67 (11) Exploration expense......................................... 7,007 4,139 Amortization of other assets................................ 292 - Other Changes: Accounts receivable....................................... 2,458 3,510 Inventories............................................... (27) (467) Income taxes receivable................................... (2,331) 518 Prepaid expenses.......................................... (890) (55) Other assets.............................................. 509 - Accounts payable.......................................... (7,010) (3,828) Accrued liabilities....................................... (31) 1,145 Deferred benefits cost.................................... 79 35 -------- -------- Operating Cash Flows................................... 3,987 17,047 -------- -------- Cash Flows From Investing Activities: Capital and exploration expenditures.......................... (28,700) (40,762) Proceeds from sales of property, plant and equipment.......... 2,053 2,945 Proceeds from marketable securities sales..................... - 1,929 -------- -------- Investing Cash Flows................................... (26,647) (35,888) -------- -------- Cash Flows From Financing Activities: Long term debt issued......................................... 10,000 125,000 Payments on long term debt.................................... - (78,654) Debt issuance costs and fees.................................. - (4,890) Common stock issued........................................... - 162 Dividends paid................................................ (537) (537) -------- -------- Investing Cash Flows................................... 9,463 41,081 -------- -------- Net Increase In Cash............................................. (13,197) 22,240 Cash and Cash Equivalents, beginning of period................... 13,255 5,870 -------- -------- Cash and Cash Equivalents, end of period......................... $ 58 $ 28,110 ======== ========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 5 THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF QUARTERS ENDED JUNE 30, 1998 AND JUNE 30, 1997 Revenues for the second quarter of 1998 decreased $1.8 million or 10% from the second quarter of 1997, due primarily to lower oil prices. Oil sales for the second quarter of 1998 were $2.6 million lower than the second quarter of 1997 as the average price received for oil sales in the second quarter of 1998 was $12.33 per barrel, down $4.99 per barrel or 29% from the second quarter of 1997. Net oil production for the second quarter of 1998 was 592,000 barrels, up 3% from 574,000 barrels in the second quarter of 1997 due primarily to increased production from the Provost and Evi fields in Canada. Gas sales for the second quarter of 1998 were $2.3 million higher than the second quarter of 1997 as the average price received for gas sales was $1.96 per mcf, an increase of $0.19 per mcf or 11% from the second quarter of 1997. Net gas production for the second quarter of 1998 was 3,768 MMCF, up 875 MMCF or 30% from the second quarter of 1997 due primarily to production from the Welder Ranch field in South Texas which was acquired in June 1997. During the second quarter of 1998, there were no adjustments to oil and gas sales from the Company's hedging activities compared to a reduction of $0.4 million in oil and gas sales in the second quarter of 1997. The Company liquidated its remaining portfolio of marketable securities during 1997. Accordingly, there were no sales of marketable securities in the second quarter of 1998, and there were no sales of marketable securities in the second quarter of 1997. Production and operating expense for the second quarter of 1998 decreased $0.5 million or 7% primarily as a result of cost cutting measures implemented at the Maljamar and Wellman fields. On a BOE basis (excluding 140 MMCF and 133 MMCF of gas purchased for resale during the second quarter of 1998 and 1997, respectively), production and operating expense during the second quarter of 1998 decreased to $4.89 per BOE or 19% from $6.01 per BOE during the second quarter of 1997. Depreciation, depletion and amortization, ("DD&A") for the second quarter of 1998, increased $1.6 million or 30% over the second quarter of 1997 due primarily to higher DD&A from the Maljamar field in New Mexico. Exploration expense for the second quarter of 1998 was $3.7 million, up $0.2 million from the second quarter of 1997. General and administrative expense in the second quarter of 1998 was comparable with the second quarter of 1997. Interest expense during the second quarter of 1998 was $3.2 million or 54% higher than the second quarter of 1997 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997 and $10 million of borrowings under the Credit Agreement in the second quarter of 1998. The effective income tax rate during the second quarter of 1998 was 32% compared to 25% in the second quarter of 1997. The Company realized a net loss of $4.7 million and net loss per share of $0.52 in the second quarter of 1998 compared to a net loss of $1.9 million and net loss per share of $0.22 during the second quarter of 1997. The Company's Canadian operations incurred a pre-tax loss of $0.8 million during the second quarter of 1998 compared to a pre-tax loss of $2.0 million during the second quarter of 1997. 6 THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 Revenues for the first half of 1998 decreased $10.0 million or 23% from the first half of 1997, due primarily to lower oil prices. Oil sales for the first half of 1998 were $6.5 million lower than the first half of 1997 as the average price received for oil sales in the first half of 1998 was $13.27 per barrel, down $5.30 per barrel or 29% from the first half of 1997. Net oil production for the first half of 1998 was 1,275,000 barrels, up 1% from 1,260,000 barrels in the first half of 1997 due primarily to increased production from the Provost and Evi fields in Canada. Gas sales for the first half of 1998 were $0.6 million higher than the first half of 1997 as net gas production for the first half of 1998 was 7,198 MMCF, up 1,135 MMCF or 19% from the first half of 1997 due primarily to production from the Welder Ranch field in South Texas which was acquired in June 1997. The average price received for gas sales during the first half of 1998 was $1.96 per mcf, a decrease of $0.26 per mcf or 12% from the first half of 1997. During the first half of 1998, there were no adjustments to oil and gas sales from the Company's hedging activities compared to a reduction of $1.8 million in oil and gas sales in the first half of 1997. The Company liquidated its remaining portfolio of marketable securities during 1997. Accordingly, there were no sales of marketable securities in the first half of 1998 compared to $1.8 million in gain from sales of marketable securities in the first half of 1997. Production and operating expense for the first half of 1998 decreased $1.1 million or 8% from the first half of 1997 primarily as a result of cost cutting measures implemented at the Maljamar and Wellman fields and the sale of properties in Michigan in the first quarter of 1997. On a BOE basis (excluding 305 MMCF and 301 MMCF of gas purchased for resale during the first half of 1998 and 1997, respectively), production and operating expense during the first half of 1998 decreased to $4.81 per BOE or 15% from $5.66 per BOE during the first half of 1997. DD&A for the first half of 1998, increased $2.7 million or 24% over the first half of 1997 due primarily to higher DD&A from the Maljamar field in New Mexico and from the South Texas properties acquired in June 1997. Exploration expense for the first half of 1998 was $7.0 million, up $2.9 million from the first half of 1997 due primarily to higher seismic expense in the U.S. General and administrative expense in the first half of 1998 was comparable with the first half of 1997. Interest expense during the first half of 1998 was $6.4 million which was $3.0 million or 90% higher than the first half of 1997 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997 and $10 million of borrowings under the Credit Agreement in the first half of 1998. The effective income tax rate during the first half of 1998 was 30% compared to 25% in the first half of 1997. The Company realized a net loss of $8.2 million and net loss per share of $0.92 in the first half of 1998 compared to net income of $4.2 million and earnings per share of $0.47 during the first half of 1997. The Company's Canadian operations incurred a pre-tax loss of $1.5 million during the first half of 1998 compared to a pre-tax loss of $2.9 million during the first half of 1997. 7 THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 (CONTINUED) Operating cash flows during the first half of 1998 were $4.0 million, down $13.1 million from the first half of 1997 primarily as a result of decreased oil sales combined with higher interest expense and a reduction in accounts payable. Capital and exploration expenditures during the first half of 1998 were $28.7 million, down $12.1 million from $40.8 million during the first half of 1997. YEAR 2000 ISSUE The Company has assessed and continues to assess the impact of the "year 2000" issue on its reporting systems and operations. The "year 2000" issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date occurs, two-digit date systems will recognize the year 2000 as 1900 or not at all. This inability to recognize the year 2000 may cause systems to process critical financial and operational information incorrectly. The Company anticipates that all its significant computer systems and software will be year 2000 compliant during 1998. Management does not estimate future expenditures related to the year 2000 exposure to be material. NOTES TO FINANCIAL STATEMENTS NOTE 1. COMPREHENSIVE INCOME Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income"("SFAS 130") which establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income includes net income and other comprehensive income, which includes, but is not limited to, unrealized gains for marketable securities and future contracts, foreign currency translation adjustments and minimum pension liability adjustments. The impact of adopting SFAS No. 130 on the six months ended June 30, 1998 and June 30, 1997 is as follows:
JUNE 30, ------------------- 1998 1997 --------- -------- Net Income (Loss)............................... $(8,231) $4,197 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments...... 67 (11) Unrealized gains on marketable securities..... - (600) ------- ------ Comprehensive income (loss)..................... $(8,164) $3,586 ======= ======
8 NOTE 2. SUMMARY OF GUARANTIES OF 9 1/2% SENIOR SUBORDINATED NOTES In May 1997, the Company issued $125 million aggregate principal amount of its 9 1/2% Senior Subordinated Notes due 2007 pursuant to an offering exempt from registration under the Securities Act of 1933. The notes are unsecured obligations of the Company, subordinated in right of payment to all existing and any future senior indebtedness of the Company. The notes rank pari passu with any future senior subordinated indebtedness and senior to any future junior subordinated indebtedness of the Company. The notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior subordinated basis by certain wholly owned subsidiaries of the Company (the "Subsidiary Guarantors"). At the time of the initial issuance of the notes, Wiser Oil Delaware, Inc., The Wiser Marketing Company, Wiser Delaware LLC, T.W.O.C., Inc. and The Wiser Oil Company of Canada were the Subsidiary Guarantors (the "Initial Subsidiary Guarantors"). Except for two wholly owned subidiaries that are inconsequential to the Company on a consolidated basis, the Initial Subsidiary Guarantors comprise all of the Company's direct and indirect subsidiaries. Sections 13 and 15(d) of the Securities Exchange Act of 1934 require presentation of the following unaudited summarized financial information of the Subsidiary Guarantors. The Company has not presented separate financial statements and other disclosures concerning each Subsidiary Guarantor because such information is not material to investors. There are no significant contractual restrictions on distributions from each of the Subsidiary Guarantors to the Company. 9 THE WISER OIL COMPANY SUBSIDIARY GUARANTORS ------------------------------
THE WISER WISER T.W.O.C. MARKETING COMBINED CANADA(1) INC. COMPANY TOTAL ----------- --------- --------- -------- (000's) REVENUES - -------- FOR THE QUARTER ENDED JUNE 30,1998..... $ 3,778 $ - $ 540 $ 4,318 For the quarter ended June 30, 1997.... 3,320 48 410 3,778 FOR THE SIX MONTHS ENDED JUNE 30,1998.. 7,558 1 1,100 8,659 For the six months ended June 30,1997.. 7,401 1,908 1,087 10,396 INCOME (LOSS) BEFORE INCOME TAXES - --------------------------------- FOR THE QUARTER ENDED JUNE 30,1998..... $ (777) $ (4) $ 90 $ (691) For the quarter ended June 30, 1997.... (2,013) 44 48 (1,921) FOR THE SIX MONTHS ENDED JUNE 30,1998.. (1,486) (8) 156 (1,338) For the six months ended June 30,1997.. (2,920) 1,900 116 (904) NET INCOME (LOSS) - ---------------- FOR THE QUARTER ENDED JUNE 30,1998..... $ (522) $ (3) $ 63 $ (462) For the quarter ended June 30, 1997.... (1,510) 33 36 (1,441) FOR THE SIX MONTHS ENDED JUNE 30,1998.. (1,040) (6) 109 (937) For the six months ended June 30,1997.. (2,190) 1,409 86 (695) CURRENT ASSETS - -------------- JUNE 30,1998........................... $ 2,921 $ 36 $ 141 $ 3,098 December 31, 1997...................... 4,808 44 165 5,017 TOTAL ASSETS - ------------ JUNE 30,1998........................... $54,305 $ 36 $ 561 $54,902 December 31, 1997...................... 52,083 44 492 52,619 CURRENT LIABILITIES - ------------------- JUNE 30,1998........................... $ 5,711 $ - $ 283 $ 5,994 December 31, 1997...................... 6,646 - 250 6,896 NONCURRENT LIABILITIES - ---------------------- JUNE 30,1998........................... $ - $ - $ - $ - December 31, 1997...................... 9,474 - - 9,474 STOCKHOLDER'S EQUITY - -------------------- JUNE 30,1998........................... $48,594 $ 36 $ 278 $48,908 December 31, 1997...................... 35,963 44 242 36,249
(1) Includes the accounts of Wiser Oil Delaware, Inc., Wiser Delaware LLC and The Wiser Oil Company of Canada. See other notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 10 THE WISER OIL COMPANY PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of stockholders of The Wiser Oil Company was held in Dallas, Texas, at 4:00 p.m., local time, on May 18, 1998. (b) Proxies were solicited by the Board of Directors of The Wiser Oil Company pursuant to Regulation 14A under the Securities Exchange Act of 1934. There was no solicitation in opposition to the Board of Directors' nominees as listed in the proxy statement and all of such nominees were duly elected. (c) Out of a total of 8,951,965 shares of The Wiser Oil Company common stock outstanding and entitled to vote as of the March 27, 1998 record date, 7,783,771 shares were present in person or by proxy, representing approximately 87 percent of outstanding shares. The only matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting, was the election of Jon L. Mosle, Jr. and A.W. Schenck, III to serve three-year terms on the Board of Directors of The Wiser Oil Company. The results of voting were as follows: Nominee Number of Shares Number of Shares for Re-election Voting FOR Election WITHHOLDING AUTHORITY as Director as Director to Vote for Election as Director --------------- ------------------- -------------------------------- Jon L. Mosle, Jr. 6,827,914 955,857 A.W. Schenck, III 6,825,697 958,074 The following individuals continued their respective terms of service as Directors of The Wiser Oil Company following the meeting: John W. Cushing, III Howard G. Hamilton G. Frayer Kimball, III Lorne H. Larson Paul I. Neuenschwander Andrew J. Shoup, Jr. 11 THE WISER OIL COMPANY PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- The information required by this Item 6 (a) is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference. (b) Reports on Form 8-K ------------------- None. 12 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 thereunto duly authorized. THE WISER OIL COMPANY ----------------------------------- (Registrant) Date: August 12, 1998 /s/ Andrew J. Shoup, Jr. ----------------------------- Andrew J. Shoup, Jr. President and Chief Executive Officer Date: August 12, 1998 /s/ Lawrence J. Finn ----------------------------- Lawrence J. Finn Vice President, Finance and Chief Financial Officer 13 THE WISER OIL COMPANY INDEX TO EXHIBITS Exhibit Number Exhibit - ------ ------- 10.13* Retirement Restoration Plan 27 Financial Data Schedule * Filed herewith. 14 EX-10.13 2 RETIREMENT RESTORATION PLAN Exhibit 10.13 THE WISER OIL COMPANY RETIREMENT RESTORATION PLAN --------------------------- THIS RETIREMENT RESTORATION PLAN, made and executed at Dallas, Texas, by THE WISER OIL COMPANY, a Delaware corporation (the "Company"), WITNESSETH THAT: WHEREAS, the Company has heretofore established for the benefit of its employees a qualified defined benefit pension plan known as the Retirement Income Plan for Employees of The Wiser Oil Company (the "Retirement Plan"); and WHEREAS, the Company now desires to establish an unfunded nonqualified retirement plan to supplement the benefits payable under the Retirement Plan to certain key employees of the Company whose benefits otherwise payable under the Retirement Plan have been reduced because of the maximum compensation and maximum benefit limitations imposed under the Retirement Plan in order to comply with the requirements of the Internal Revenue Code of 1986, as amended; NOW, THEREFORE, in consideration of the premises the Company hereby establishes a supplemental retirement plan to provide benefits and be administered in accordance with the following: Section 1. Definitions. Unless the context clearly indicates otherwise, ----------- when used in this Plan: (a) "Change in Control" means any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended [the "Exchange Act"]), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; or (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Plan), individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (i) or (iii) of this paragraph) whose election by the Board of Directors of the Company or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of the Company; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Committee" means the committee designated pursuant to Plan Section 3 to administer this Plan. (d) "Company" means The Wiser Oil Company, a Delaware corporation. (e) "Employer" includes the Company and any other incorporated or unincorporated organization which may adopt both the Retirement Plan and this Plan. (f) "Participant" means the Chief Executive Officer of the Company and any other employee of an Employer (i) who is a participant in the Retirement Plan, (ii) whose annual base salary from an Employer is at least $150,000, and (iii) who has been designated by the Chief Executive Officer of the Company as a Participant for the purposes of this Plan. (g) "Plan" means The Wiser Oil Company Retirement Restoration Plan as in effect from time to time. (h) "Retirement Plan" means the Retirement Income Plan for Employees of The Wiser Oil Company as in effect from time to time. Section 2. Nature of Plan. This Plan is an unfunded plan maintained -------------- primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees and does not qualify under the provisions of Section 401 of the Code. Section 3. Plan Administration. This Plan shall be administered by the ------------------- Committee appointed to administer the Retirement Plan. The Committee shall have discretionary and final authority to interpret and implement the provisions of the Plan, including without limitation, authority to determine -2- eligibility for benefits under the Plan. The Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Committee may adopt such rules and procedures for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts. Every interpretation, choice, determination or other exercise by the Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Committee to reconsider and redetermine such action. The Employers shall indemnify and hold harmless each member of the Committee and each director, officer and employee of an Employer against any claim, cost, expense (including attorneys' fees), judgment or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act as a member of the Committee or any other act or omission to act relating to this Plan, except in the case of such person's fraud or willful misconduct. Section 4. Amount of Benefits. If a Participant or beneficiary of a ------------------ Participant receives or commences receiving benefits under the Retirement Plan, then such Participant or beneficiary shall be entitled to receive benefits under this Plan which are actuarially equivalent to the excess, if any, of: (a) the value of the benefits which would have been payable to such Participant or beneficiary under the Retirement Plan if the provisions of the Retirement Plan were administered without regard to (i) the maximum amount of compensation limitation imposed under the Retirement Plan in order to comply with Section 401(a)(17) of the Code, and (ii) the maximum amount of retirement income limitation imposed under the Retirement Plan in order to comply with Section 415 of the Code, over (b) the value of the benefits which are actually payable to such Participant or beneficiary under the provisions of the Retirement Plan. For purposes of this Plan, the value of benefits and the amounts payable under alternate forms of benefits shall be determined using the actuarial assumptions being used under the Retirement Plan for such purposes. Section 5. Payment of Benefits. The benefits payable to a Participant or ------------------- beneficiary of a Participant under this Plan shall be paid or commence being paid, as the case may be, concurrently with the payment or the commencement of the payment of benefits to such Participant or beneficiary under the Retirement Plan, and -3- shall be paid to such Participant or beneficiary in such form available under the Retirement Plan as shall be selected by the Committee in its absolute discretion; provided, however, that any provision of this Plan to the contrary notwithstanding, if a Participant's employment with an Employer terminates within two (2) years following a Change of Control for any reason other than such Participant's (i) death, (ii) retirement under the normal, late, early or disability retirement provisions of the Retirement Plan, or (iii) transfer to employment with another Employer, then in lieu of and in full satisfaction of all future benefits otherwise payable under this Plan to or with respect to such Participant or a beneficiary of such Participant, the actuarial equivalent of the value of the benefits accrued under this Plan with respect to such Participant or beneficiary as of the date of such termination of employment shall be paid to such Participant in a single lump sum in cash within sixty (60) days following such termination of employment. Section 6. Source of Benefits. All benefits payable under this Plan to or ------------------ with respect to a Participant who was an employee of an Employer shall be paid from the general assets of such Employer. If the benefits payable to or with respect to a Participant under this Plan are attributable to periods of employment with more than one Employer, the amount payable to or with respect to such Participant shall be apportioned among and paid by the Employers who employed such Participant in such proportions as shall be determined by the Committee in its absolute discretion. No provision of this Plan shall be deemed or construed to create a trust fund of any kind or to grant to any Participant or beneficiary of a Participant any property right or beneficial ownership interest of any kind in the assets of an Employer. To the extent that any Participant or beneficiary of a Participant acquires a right to receive payments from an Employer pursuant to this Plan, such right shall be no greater than the right of any unsecured general creditor of such Employer. Section 7. Amendment and Termination. The Board of Directors of the ------------------------- Company shall have the right and power at any time and from time to time to amend this Plan, in whole or in part, on behalf of all Employers, and at any time to terminate this Plan or any Employer's participation hereunder. Any amendment to or termination of this Plan shall be made by or pursuant to a resolution duly adopted by the Board of Directors of the Company, and shall be evidenced by such resolution or by a written instrument executed by such person as the Board of Directors of the Company shall authorize for such purpose. Any provision of this Plan to the contrary notwithstanding, no amendment to or termination of this Plan shall reduce or eliminate an Employer's obligation for the payment of benefits accrued under this Plan as of the date of such amendment or termination, such benefits to be determined as if the Retirement Plan had terminated on such date. -4- Section 9. Spendthrift Provision. No right or interest under this Plan of --------------------- a Participant or beneficiary of a Participant may be assigned, transferred or alienated, in whole or in part, either directly or by operation of law, and no such right or interest shall be liable for or subject to any debt, obligation or liability of such Participant or beneficiary. Section 10. Employment Noncontractual. The establishment of this Plan ------------------------- shall not enlarge or otherwise affect the terms of any Participant's employment with an Employer, and such Employer may terminate the employment of such Participant as freely and with the same effect as if this Plan had not been established. Section 11. Adoption by Other Employers. With the consent of the Chief --------------------------- Executive Officer of the Company, this Plan may be adopted by any Employer participating in the Retirement Plan, such adoption to be effective as of the date specified by such Employer at the time of adoption. Section 12. Claims Procedure. If any person (hereinafter called the ---------------- "Claimant") feels that he or she is being denied a benefit to which he or she is entitled under this Plan, such Claimant may file a written claim for said benefit with the Committee. Within sixty days following the receipt of such claim the Committee shall determine and notify the Claimant as to whether he or she is entitled to such benefit. Such notification shall be in writing and, if denying the claim for benefit, shall set forth the specific reason or reasons for the denial, make specific reference to the pertinent provisions of this Plan, and advise the Claimant that he or she may, within sixty days following the receipt of such notice, in writing request to appear before the Committee or its designated representative for a hearing to review such denial. Any such hearing shall be scheduled at the mutual convenience of the Committee or its designated representative and the Claimant, and at any such hearing the Claimant and/or his or her duly authorized representative may examine any relevant documents and present evidence and arguments to support the granting of the benefit being claimed. The final decision of the Committee with respect to the claim being reviewed shall be made within sixty days following the hearing thereon, and Committee shall in writing notify the Claimant of said final decision, again specifying the reasons therefor and the pertinent provisions of this Plan upon which said final decision is based. The final decision of the Committee shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed. Section 13. Applicable Law. This Plan shall be governed and construed in -------------- accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Texas, except where superseded by federal law. -5- IN WITNESS WHEREOF, this Plan has been executed on this _____ day of ____________________, 1995. THE WISER OIL COMPANY By ------------------------------------- Title: -6- EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q, JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS 6-MOS DEC-31-1998 DEC-31-1998 APR-01-1998 JAN-01-1998 JUN-30-1998 JUN-30-1998 58 58 0 0 11,307 11,307 0 0 1,034 1,034 16,782 16,782 370,956 370,956 143,878 143,878 247,754 247,754 14,340 14,340 134,341 134,341 0 0 0 0 27,385 27,385 61,338 61,338 247,754 247,754 15,471 32,545 16,019 33,434 6,623 13,173 19,651 38,821 0 0 0 0 3,227 6,373 (6,859) (11,760) (2,184) (3,529) (4,675) (8,231) 0 0 0 0 0 0 (4,675) (8,231) (.52) (.92) (.52) (.92)
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