-----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, Feux3g0reH3mE6CFV1Fsugj6xpQprRc06hMgzQTxug/4C1OLhYE2/eGyCR3eRM1o pUUY9BXIkEJBdpIOy2MvWg== 0001104659-04-015803.txt : 20040528 0001104659-04-015803.hdr.sgml : 20040528 20040528160223 ACCESSION NUMBER: 0001104659-04-015803 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040521 FILED AS OF DATE: 20040528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOREST OIL CORP CENTRAL INDEX KEY: 0000038079 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12640 FILM NUMBER: 04838614 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY STREET 2: 2200 COLORADO STATE BANK BLDG CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143603571 MAIL ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 3 1 a3.xml 3 X0202 3 2004-05-21 0 0000107874 WISER OIL CO WZR 0000038079 FOREST OIL CORP 1600 BROADWAY, SUITE 2200 DENVER CO 80202 0 0 1 0 Common Stock 6399201 D Warrants to purchase common stock (right to buy) 4.25 2002-05-26 2007-05-26 Common Stock 741716 D On May 21, 2004, Forest Oil Corporation ("Parent"), TWOCO Acquisition Corp. ("Purchaser"), and The Wiser Oil Company (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, on May 28, 2004, the Purchaser commenced a tender offer (the "Offer") to purchase all issued and outstanding shares of common stock of the Company (the "Shares") at a price of $10.60 per share, net to the seller in cash. As an inducement to Parent and Purchaser to enter into the Merger Agreement, certain stockholders of the Company (the "Supporting Stockholders") who together own 6,399,201 Shares (or approximately 41.4% of the issued and outstanding Shares as of May 20, 2004) and warrants to purchase 741,716 Shares, each entered into a Stockholder Agreement with Parent and Purchaser dated May 21, 2004 (each, a "Stockholder Agreement"). Pursuant to the Stockholder Agreements, t he Supporting Stockholders have agreed, among other things and subject to certain conditions, (i) to tender the Shares owned by such Supporting Stockholders (the "Subject Securities") in the Offer, (ii) to not withdraw any Shares tendered in the Offer, and (iii) to vote the Shares owned by such Supporting Stockholders in favor of the Merger Agreement and the approval of the Merger. In addition, the Supporting Stockholders have agreed that in the event the Merger Agreement is terminated because of certain specified reasons and within nine months of such termination a Supporting Stockholder sells any of its securities of the Company, such Supporting Stockholder must pay to Parent some or all of the value of any consideration received in connection with such sale above the initial Offer Price of $10.60. For a more detailed description of the Stockholder Agreements, see the description contained in the Offer to Purchase included as Exhibit (a)(1)(A) to the Schedule TO filed by Parent and Purchaser on May 28, 2004. /s/ NEWTON W. WILSON III 2004-05-28 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

Joint Filer Information


Name:		TWOCO Acquisition Corp.

Address:		1600 Broadway, Suite 2200
		Denver, Colorado 80202

Designated Filer:		Forest Oil Corporation

Issuer & Ticker Symbol:		The Wiser Oil Company (WZR)

Date of Event Requiring
Statement:		05/21/2004

Signature:		TWOCO ACQUISITION CORP.

		/s/ NEWTON W. WILSON III

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