-----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, N+REMaiN7/UmSBk2oEBEMuyeWc42TQUoKC7G7i+bQou4LVm0Rb9ZX3mfNweRJt3U CBJc40yjo6nZnH5mstJ49g== 0001021890-98-000041.txt : 19980310 0001021890-98-000041.hdr.sgml : 19980310 ACCESSION NUMBER: 0001021890-98-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980309 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980309 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEASE OIL & GAS CO /CO/ CENTRAL INDEX KEY: 0000076878 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870285520 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-06580 FILM NUMBER: 98560208 BUSINESS ADDRESS: STREET 1: 751 HORIZON COURT STE 203 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8718 BUSINESS PHONE: 9702455917 MAIL ADDRESS: STREET 1: 751 HORIZON CT STE 203 STREET 2: P O BOX 60219 CITY: GRAND JUNCTION STATE: CO ZIP: 81506-8758 FORMER COMPANY: FORMER CONFORMED NAME: WILLARD PEASE OIL & GAS CO DATE OF NAME CHANGE: 19920703 8-K 1 CURRENT REPORT ON FORM 8-K--MARCH 9, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 1998 PEASE OIL AND GAS COMPANY ---------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-6580 84-0285520 --------------------------- ------------------- ------------------ (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 751 Horizon Court, Suite 203, Grand Junction, Colorado 81506-8718 - ------------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant telephone number including area code: (970) 245-5917 Item 5. OTHER EVENTS. The date of expiration of Registrant's outstanding Common Stock Purchase Warrants, exercisable at $6.00 per share, and which are publicly traded (Nasdaq Small-Cap Market: WPOGW) is being extended by the Registrant for one additional year. As extended, the warrants will now expire at the close of business August 13, 1999. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are filed as a part of this report. (a) Exhibits. Exhibit 10.1. Amendment to Warrant Agency Agreement dated as of March 3, 1998. Exhibit 99. Press Release dated March 4, 1998. 2 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 hereunto duly authorized. Date: March 9, 1998 PEASE OIL AND GAS COMPANY By /s/ Willard H. Pease, Jr. --------------------------------- Willard H. Pease, Jr., President 3 EXHIBIT INDEX Exhibit Description Page No. - ------- ----------- ------- 10.1 Amendment to Warrant Agency Agreement dated as of March 3, 1998. 5 99 Press Release dated March 4, 1998 7 4 EX-1 2 EXHIBIT 10.1--AMENDED WARRANT AGENCY AGREEMENT AMENDMENT TO WARRANT AGENCY AGREEMENT between PEASE OIL AND GAS COMPANY and AMERICAN SECURITIES TRANSFER & TRUST, INC. Dated as of March 3, 1998 This Amendment to Warrant Agency Agreement ("Amended Agreement"), dated as of March 3, 1998, is between Pease Oil and Gas Company (formerly Willard Pease Oil and Gas Company), a Nevada corporation (the "Company"), and American Securities Transfer & Trust, Inc. (formerly American Securities Transfer, Inc.), a Colorado corporation (the "Warrant Agent"). WHEREAS, the Company and the Warrant Agent entered into a Warrant Agency Agreement ("Agreement") dated as of August 23, 1993 and the Agreement was amended as of January 5, 1995; WHEREAS, the Company desires to extend the "Expiration Date" as defined in Section 2 of the Agreement; WHEREAS, Section 29 of the Agreement provides that "the Company and the Warrant Agent may from time to time supplement or amend the Agreement without the approval of any Warrant holders . . . to make any other provisions in regard to matters or questions arising hereunder which the Company and the Warrant agent may deem necessary or desirable and which shall not adversely affect the interests of the Warrant Holders, including . . . the making of any provisions for an extension of the Expiration Date . . ."; and WHEREAS, the Company and the Warrant Agent wish to enter into this Amended Agreement to reflect the extension of the Expiration Date of the Warrants such that the Warrants shall expire, if not previously exercised by holders, on August 13, 1999. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: 1. Amendment. The first paragraph of Section 2 of the Agreement and such other portions of the Agreement referencing the Expiration Date are hereby amended to reflect that: ". . . Each Warrant Certificate shall entitle the registered holder thereof, subject to the provisions of this Agreement, as amended, and of the Warrant Certificate, to purchase, on or before the close of business on August 13, 1999 (the "Expiration Date"), one fully paid and non-assessable share of Common Stock for each Warrant evidenced by such Warrant Certificate, . . ." 2. No Other Amendments. All other terms and conditions of the Agreement, as heretofore amended, shall remain in full force and effect. This Amendment to Warrant Agreement shall be made a part of the Agreement and be interpreted in conjunction therewith. IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement to be duly executed, in counterparts, effective as of the day and year first above written. PEASE OIL AND GAS COMPANY AMERICAN SECURITIES TRANSFER & TRUST, INC. By /s/ Willard H. Pease, Jr. By /s/ Kellie Gwinn ----------------------------------- ------------------------------ Willard H. Pease, Jr., President Title: Senior VP EX-2 3 EXHIBIT 99-PRESS RELEASE DATED MARCH 4, 1998 PEASE OIL & GAS COMPANY PEASE OIL & GAS COMPANY ANNOUNCES EXTENSION OF OUTSTANDING WARRANTS FOR IMMEDIATE RELEASE - March 4, 1998 Grand Junction, Colorado - March 4, 1998 - Pease Oil and Gas Company (NASDAQ: WPOG) announced that the expiration date for its outstanding warrants exercisable at $6.00 per share (NASDAQ: WPOGW) has been extended for one year. The warrants, which were to have expired August 13, 1998, will now expire at the close of business on August 137 1999. Mr. Willard H. Pease, Jr., the Company's president, stated that, "The Board of Directors of the Company has concluded that it would be appropriate to extend the expiration date for these outstanding warrants to afford the holders a continued opportunity to participate in the potential future growth of the Company." Pease Oil and Gas Company is a 30-year old Company traded on NASDAQ with the symbols WPOG (common) and WPOGW (warrants). For more information please contact Patrick J. Duncan, CFO at (970) 245-5917 or Steve Antry at (714) 752-5212. -----END PRIVACY-ENHANCED MESSAGE-----