-----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, PjrSokm8T7GB1Oq+nvLeFJnmHqBqL213tLHz2Utz6FTqTovLYwvbu97X2Fm9SEuT ayAVyZ99VEar3vPbf/LCVA== 0001193125-04-093472.txt : 20040524 0001193125-04-093472.hdr.sgml : 20040524 20040524135546 ACCESSION NUMBER: 0001193125-04-093472 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040524 SUBJECT COMPANY: 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: SC14D9C SEC ACT: 1934 Act SEC FILE NUMBER: 005-39093 FILM NUMBER: 04826420 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 FILED BY: 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: SC14D9C 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 SC14D9C 1 dsc14d9c.htm SCHEDULE 14D-9 SCHEDULE 14D-9

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

SCHEDULE 14D-9

 

Solicitation/Recommendation Statement Under

Section 14(d)(4) of the Securities Exchange Act of 1934

 


 

The Wiser Oil Company

(Name of Subject Company)

 

The Wiser Oil Company

(Name of Person(s) Filing Statement)

 


 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

977284108

(CUSIP Number of Class of Securities)

 


 

George K. Hickox, Jr.

Chief Executive Officer

The Wiser Oil Company

8115 Preston Road, Suite 400

Dallas, Texas 75225

(214) 265-0080

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

 


 

Copies to:

 

Van Oliver   Joe Dannenmaier
Vice President and General Counsel   Ann Marie Cowdrey
The Wiser Oil Company   Thompson & Knight LLP
8115 Preston Road, Suite 400   1700 Pacific Avenue, Suite 3300
Dallas, Texas 75225   Dallas, Texas 75201
(214) 265-0080   (214) 969-1700

 


 

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 


EX-99.1 2 dex991.htm PRESS RELEASE PRESS RELEASE

EXHIBIT 99.1

 

[WISER OIL LOGO]

 

8115 Preston Road, Suite 400, Dallas, Texas 75225

Phone: 214/265-0080 Fax: 214/373-3610

http://www.wiseroil.com

 

Contact:   Page 1 of 2

 

George K. Hickox, Jr.

Chief Executive Officer

Phone: (214) 265-0080

Email: ghickox@wiseroil.com

 

The Wiser Oil Company to be Acquired by Forest Oil for $10.60 Per

Share in Cash Tender

 

May 23, 2004 DALLAS, TX/ The Wiser Oil Company (NYSE:WZR) announced today that it has agreed to be acquired by Forest Oil Corporation (NYSE:FST) for $10.60 per share in cash through a tender offer. The Boards of Directors of both companies have unanimously approved this transaction and Wiser shareholders owning approximately 41% of the common stock have agreed to tender their shares pursuant to the offer.

 

Wiser’s Chairman and Chief Executive Officer George K. Hickox, Jr. commented, “This transaction represents the culmination of our strategic repositioning of Wiser that began four years ago. We believe that Forest is well positioned to exploit the projects and prospects we have assembled. The Board of Directors and management team of the Company believe this offer represents a fair value for the Company’s assets and exploration potential in the United States and Canada. Our employees have been key to the company’s success and Forest’s offer reflects the value they have created for our shareholders.”

 

Under the terms of the merger agreement, the all cash transaction is structured as a first step tender offer for all of the common shares of Wiser at $10.60 per share, followed by a cash merger to acquire for $10.60 per share any shares of Wiser that remain outstanding after the closing of the tender offer. Forest has agreed to commence the tender offer within 7 business days. The tender offer is subject to customary closing conditions, including regulatory approvals and the valid tender of at least a majority of Wiser’s outstanding shares of common stock. A vote of Wiser’s stockholders will be required only if less than 90% of Wiser’s shares are tendered in the Forest offer.


Additional details regarding the tender offer and the transaction will be disclosed in the tender offer documents that will be filed concurrently with the commencement of the tender offer.

 

Petrie Parkman & Co. acted as financial advisor and rendered a fairness opinion to Wiser in connection with the transaction. Reed Smith LLP provided legal advice to Wiser in this transaction.

 

The Wiser Oil Company is a Dallas, Texas based independent energy company engaged in the acquisition, development and production of oil and natural gas in the United States and in Canada.

 

Forest Oil Corporation is engaged in the acquisition, exploration, development and production of natural gas and crude oil in North America and selected international locations. Forest’s principal reserves and producing properties are located in the United States in the Gulf of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming, and in Canada in Alberta and the Northwest Territories.

 

This press release is neither an offer to purchase nor a solicitation to sell securities of The Wiser Oil Company. The tender offer will be made solely by an Offer to Purchase and related Letter of Transmittal to be disseminated to the stockholders upon the commencement of the tender offer. Wiser stockholders are advised to read the Offer to Purchase on Schedule TO and the Solicitation/Recommendation of the Board of Directors of Wiser on Schedule 14D-9, each of which will be filed with the Securities and Exchange Commission (“SEC”), when they are available because they will contain important information. The Offer to Purchase, the Solicitation/Recommendation Statement and any other relevant documents filed with the SEC will be made available to stockholders of Wiser at no expense to them. These documents will also be available without charge at the SEC website at www.sec.gov and at the company website www.wiseroil.com.

 

Forward-Looking Statements

 

Except for historical information contained herein, the statements in this Press Release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, and the business prospects of The Wiser Oil Company, are subject to a number of risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of oil and gas prices, product supply and demand, competition, government regulation or action, litigation, the costs and results of drilling and operations, the Company’s ability to replace reserves or implement its business plans, access to and cost of capital, uncertainties about estimates of reserves, quality of technical data, and environmental risks. These and other risks are described in the Company’s 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission.

 

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