<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE WISER OIL COMPANY
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 55-0522128
- ---------------------------------------- ---------------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
8115 Preston Road
Suite 400
Dallas, Texas 75225
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12 (b) of the Act:
Title of Each Class Name of each exchange on
to be registered which each class is
to be registered
Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [_]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.
[_]
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
--------------------------------------------------------
On October 25, 1993, the Board of Directors of The Wiser Oil Company (the
"Company") declared a dividend distribution of one Preferred Stock Purchase
Right (the "Rights") for each outstanding share of the Company's common stock,
$3.00 par value (the "Common Stock"), to stockholders of record at the close of
business on November 5, 1993 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one one-thousandth (1/1000) of a
share of Series B Preferred Stock (such fractional share sometimes referred to
herein as a "Unit") at a purchase price of $72 per Unit (the "Exercise Price").
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Bank One, Texas, NA, as Rights
Agent. Currently, the Rights are not exercisable, certificates will not be sent
to stockholders, and the Rights automatically trade with the Common Stock.
Effective September 1, 1995, Bank One, Texas, NA, resigned as Rights Agent
and was succeeded by Chemical Bank in accordance with the provisions of the
Rights Agreement. The Company was advised by Bank One, Texas, NA that its
decision to resign as Rights Agent was part of its broader decision to exit the
stock transfer business. Chemical Bank, as successor Rights Agent (the "Rights
Agent"), has the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent under the Rights Agreement.
The Rights, unless earlier redeemed by the members of the Board of
Directors continuing in office or their successors who are not an Acquiring
Person (defined below) or affiliated or associated with an Acquiring Person (the
"Disinterested Directors"), will become exercisable upon the close of business
on the day (the "Distribution Date") which would be the earlier of (i) the tenth
day following a public announcement that a person or group of affiliated or
associated persons, with certain exceptions set forth below, has acquired
beneficial ownership of 20% or more of the outstanding voting power of the
Company (an "Acquiring Person") or (ii) the tenth business day (or such later
date as may be determined by the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person)
after the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer, the consummation of which
would result in the ownership of 20% or more of the Company's outstanding voting
power (even if no share are actually purchased pursuant to such offer). An
Acquiring Person would not include (A) the Company, (B) certain Company
affiliates or (C) any person or group whose ownership of 20% or more of the
shares of voting stock of the Company then outstanding results solely from a
reduction in the number of issued and outstanding shares of voting stock of the
Company (provided than any person or group that does not become an Acquiring
Person by reason of the foregoing shall become an Acquiring Person upon
acquisition of an additional 1% of the Company's voting stock as a result of its
actions).
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record
2
<PAGE>
Date will contain a legend incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any of the Company's Common Stock
certificates outstanding as of the Record Date will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Company's Common Stock as of the close of business on the Distribution
Date and such separate certificates alone will evidence the Rights from and
after the Distribution Date. Except in certain circumstances specified in the
Rights Agreement or as otherwise determined by the Board of Directors, only
shares of Common Stock issued prior to the Distribution Date will be issued with
Rights. The Rights will not be exercisable until the Distribution Date. The
Rights will expire at the close of business on the tenth anniversary of the date
of the Rights Agreement, unless earlier redeemed by the Company as described
below.
The Exercise Price, and the number of shares of Series B Preferred Stock or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Series B
Preferred Stock, (ii) if holders of the Series B Preferred Stock are granted
certain rights or warrants to subscribe for Series B Preferred Stock or
convertible securities at less than the current market price of the Series B
Preferred Stock, or (iii) upon distribution to the holders of the Series B
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. No factional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Series B Preferred Stock on
the last trading date prior to the date of exercise.
Unless the Rights are earlier redeemed, in the event that, after the time
that the Rights become exercisable, the Company were to be acquired in a merger
or other business combination (other than pursuant to a tender or exchange offer
for all outstanding shares of Common Stock that is approved by the Disinterested
Directors) or more than 50% of the assets, earning power or cash flow of the
Company and its subsidiaries were to be sold or transferred in one or a series
of related transactions, the Rights Agreement provides that proper provision
will be made so that each holder of record of a Right, other than the Acquiring
Person (whose Rights will have become null and void), will thereafter have the
right to receive, upon payment of the Exercise Price, that number of shares of
Common Stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price. In addition, unless the
Rights are earlier redeemed, if a person or group becomes the beneficial owner
of 20% or more of the Company's voting power (other than pursuant to a tender of
exchange offer for all outstanding shares of Common Stock that is approved by
the Disinterested Directors) the Rights Agreement provides that proper provision
will be made so that each holder of record of a Right, other than the Acquiring
Person (whose Rights will have become null and void), will thereafter have the
right to receive, upon payment of the Exercise Price, that number of shares of
the
3
<PAGE>
Company's Common Stock (or equivalent securities) having a market value at the
time of the transaction equal to two times the Exercise Price (such market value
to be determined with reference to the market value of the Company's Common
Stock as provided in the Rights Agreement). However, Rights are not exercisable
following the occurrence of the events set forth above until such time as the
Rights are no longer redeemable by the Company.
At any time after there is an Acquiring Person and prior to the acquisition
by such Acquiring Person of 50% or more or the outstanding Common Stock, the
Disinterested Directors may determine to exchange the Rights (other than Rights
that have become void), in whole or in part, at a rate of the Exchange Number
(defined below) of shares of Common Stock (or shares or units of the Company's
preferred stock having the equivalent rights, preferences and privileges) per
Right (subject to adjustment). The Exchange Number equals one-half of the
number of shares of Common Stock or other property that would be issuable upon
exercise of one Right.
At any time on or prior to the close of business on the tenth day after the
time that a person has become an Acquiring Person, the Company will be able to
redeem the Rights in whole, but not in part, at a price of $.001 per Right
("Redemption Price") which is payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors. Immediately upon
the effective time of the action of the Company authorizing redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, and except with respect to
the redemption price, the Exercise Price, the date of expiration of the Rights,
or the number of fractions of a share of Series B Preferred Stock for which a
Right is exercisable, the Company will be able to amend the Rights in any
manner, including an amendment to extend the time period in which the Rights
could be redeemed. At any time when the Rights are not then redeemable, the
Company will be able to amend the Rights in any manner that will not materially
adversely affect the interests of holders of the Rights as such. The rights and
powers of the Company and the Board of Directors with respect to the Rights and
the Rights Agreement are exercised by the Disinterested Directors.
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends. While the distribution of the Rights will not be taxable
to stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company.
Each share of Common Stock of the Company outstanding at the close of
business on the Record Date received one Right. So long as the Rights are
attached to the Common Stock, one Right (as such number may be adjusted pursuant
to the provisions of the Rights Agreement) shall be deemed to be delivered for
each share of Common Stock issued or transferred by the
4
<PAGE>
Company subsequent to the Record Date. As of September 29, 1995, there were
8,939,368 shares of Common Stock outstanding. In addition, following the
Distribution Date and prior to the expiration or redemption of the Rights, the
Company may issue Rights when it issues Common Stock only if the Board of
Directors deems it to be necessary or appropriate, or in connection with the
issuance of shares of Common Stock pursuant to the exercise of stock options or
under employee plans or upon the exercise, conversion or exchange of certain
securities of the Company. Twenty thousand (20,000) shares of Series B
Preferred Stock are initially reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group who or that attempts to acquire the
Company on terms not approved by the Company's Board of Directors. The Rights
could also discourage or make more difficult a merger, tender offer, other
business combination or proxy contest even if such event would be favorable to
the interests of stockholders.
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights, which includes as Exhibit 2 the Form of Rights
Certificate, is filed herewith as Exhibit A and is incorporated herein by
reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits.
--------
I. The following exhibits are incorporated by reference to the
correspondingly numbered exhibits to the Company's Report on Form
8-K, Commission File Number 0-5426, dated November 9, 1993 (Date
of Event: October 25, 1993):
A. Rights Agreement dated as of October 25, 1993 by and between
the Company and Chemical Bank (as successor to Bank One,
Texas, NA), as Rights Agent, which includes as Exhibit 2
thereto the Form of Rights Certificate.
B. Certificate of Incorporation of the Company, as amended.
C. Bylaws of the Company, as amended.
II. Not Applicable.
5
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
THE WISER OIL COMPANY
Date: September 29, 1995 By:_____________________________________
Andrew J. Shoup, Jr.
President and Chief
Executive Officer
6
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
THE WISER OIL COMPANY
Date: September 29, 1995 By: /s/Andrew J. Shoup, Jr.
_______ -------------------------------------
Andrew J. Shoup, Jr.
President and Chief
Executive Officer
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
DESIGNATION EXHIBIT
- ----------- -------
<S> <C>
A. Rights Agreement dated as of October 25, 1993 by and between the
Company and Chemical Bank (as successor to Bank One, Texas, NA),
as Rights Agent, which includes as Exhibit 2 thereto the Form of
Rights Certificate.*
B. Certificate of Incorporation of the Company, as amended.*
C. Bylaws of the Company, as amended.*
</TABLE>
_____________
* Incorporated by reference to the correspondingly numbered exhibit to the
Company's report on Form 8-K, Commission File No. 0-5426, dated November 9,
1993 (Date of Event: October 25, 1993).
8
