<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Wiser Oil Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Wiser Oil Company
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF WISER OIL APPEARS HERE]
THE WISER OIL COMPANY
8115 Preston Road, Suite 400
Dallas, Texas 75225
April 7, 1998
Dear Stockholder:
Your Board of Directors joins me in extending an invitation to attend the
1998 Annual Meeting of Stockholders which will be held on Monday, May 18, 1998
at 4:00 p.m., at the Park City Club, 5956 Sherry Lane, 17th Floor, Dallas, Texas
75225. The meeting will start promptly at 4:00 p.m.
We sincerely hope you will be able to attend and participate in the
meeting. We will report on the Company's progress and respond to questions you
may have about the Company's business. There will also be important items which
are required to be acted upon by stockholders.
Whether or not you plan to attend, it is important that your shares be
represented and voted at the meeting, and, therefore, we urge you to complete,
sign, date and return the enclosed proxy card in the envelope provided for this
purpose.
Sincerely yours,
ANDREW J. SHOUP, JR.
President and
Chief Executive Officer
<PAGE>
THE WISER OIL COMPANY
DALLAS, TEXAS
NOTICE OF ANNUAL MEETING TO BE HELD MAY 18, 1998
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of The Wiser Oil Company (the "Company") will be held at the Park City
Club, 5956 Sherry Lane, 17th Floor, Dallas, Texas, on May 18, 1998, at 4:00
p.m., Central Daylight Savings Time, for the purpose of considering and acting
upon the following:
(1) Election of Directors: The election of two Directors each to serve for
a three-year term expiring in 2001; and
(2) Other business: Such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 27, 1998,
will be entitled to notice of, and to vote at, the Annual Meeting. A complete
list of such stockholders will be available for examination at the offices of
the Company in Dallas, Texas during normal business hours for a period of 10
days prior to the meeting.
The Annual Report to Stockholders for the year ended December 31, 1997, in
which financial statements of the Company are included, was mailed with this
Proxy Statement to each stockholder of record at the close of business on March
27, 1998. The Annual Report does not form any part of the material for
solicitation of proxies.
YOU ARE URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. If
you attend the Annual Meeting, you may revoke your proxy and vote your shares in
person.
By Order of the Board of Directors,
Lawrence J. Finn
Assistant Secretary
Dallas, Texas
April 7, 1998
1
<PAGE>
THE WISER OIL COMPANY
8115 PRESTON ROAD, SUITE 400
DALLAS, TEXAS 75225
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1998
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors (the "Board
of Directors") of The Wiser Oil Company (the "Company") in connection with its
Annual Meeting of Stockholders (the "Annual Meeting") to be held on Monday, May
18, 1998, and any adjournment thereof. The approximate date on which this Proxy
Statement and the enclosed proxy are first being sent to stockholders is April
7, 1998.
If the accompanying proxy is duly executed and returned, the shares of
Common Stock of the Company represented thereby will be voted in accordance with
the Board of Directors' recommendations herein set forth and, where a
specification is made by the stockholder as provided therein, will be voted in
accordance with such specification. A proxy may be revoked by the person
executing it at any time before it has been exercised, but the revocation of the
proxy will not be effective until notice thereof has been given to Lawrence J.
Finn, Assistant Secretary of the Company. If a stockholder attends the Annual
Meeting, the stockholder may revoke the proxy and vote in person.
As of March 27, 1998, 8,951,965 shares of Common Stock of the Company were
outstanding. Such Common Stock constitutes the only class of voting securities
of the Company. Only stockholders of record as of the close of business on
March 27, 1998, are entitled to receive notice of, and to vote at, the Annual
Meeting. Such holders are entitled to one vote for each share so held.
Holders of Common Stock of the Company do not have cumulative voting rights
with respect to the election of Directors.
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of eight Directors, of which
two are to be elected at the Annual Meeting to serve for three-year terms. The
Board of Directors has nominated Jon L. Mosle, Jr. and A.W. Schenck, III for
election to the Board to serve until the Annual Meeting in 2001, and until their
successors are duly elected and qualified. Each is a current member of the
Board whose term ends at the meeting.
Unless authority to do so is withheld, it is intended that the proxies
solicited by the Board of Directors will be voted for the nominees named. If
any of the nominees become unable to serve or for good cause will not serve, the
persons named as proxies in the accompanying proxy intend to vote for such
substitute nominees as the Board may propose, unless the Board adopts a
resolution reducing the number of Directors.
Set forth below is certain information as of March 1, 1998, concerning the
two nominees for election at the Annual Meeting and the six Directors of the
Company whose terms will continue after the meeting, including information with
respect to the principal occupation or employment of each nominee or Director
during the past five years. Except as otherwise shown, each of the nominees and
Directors has held the positions shown for at least the past five years.
2
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS FOR THREE-YEAR TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE AND OTHER DIRECTORSHIPS
---- ----- --- -----------------------
<S> <C> <C> <C>
Jon L. Mosle, Jr. 1994 68 Independent consultant, investor since 1992; Director of Private
Capital of Ameritrust Texas, N.A., a trust company, 1984 - 1992;
currently serves as Director of Southwest Securities Group,
Inc., a holding company, Westwood Trust, a trust company, Aquila
Gas Pipeline Corporation, a gas transmission company, and First
National Bank of Park Cities, a national banking association.
A. W. Schenck, III 1986 54 Chairman and Chief Executive Officer of Fleet Mortgage Group, a
mortgage company, since December 1997. Held various executive
positions with Great Western Financial Corp., a thrift savings
company, July 1995-August 1997, and various executive positions
with PNC Bank Corp., a national banking association, 1989-July
1995.
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRE IN 2000
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE AND OTHER DIRECTORSHIPS
---- ----- --- -----------------------
<S> <C> <C> <C>
Howard G. Hamilton 1974 65 Owner and operator of Palm Pavilion, a recreational facility in
Clearwater, Florida.
C. Frayer Kimball, III 1972 63 Owner and Vice President of Petroleum Engineers, Inc., Lafayette,
Louisiana, a consulting engineering firm; Owner and Vice President of
Triumph Energy, Inc., a producer of oil and gas.
</TABLE>
3
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1999
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE AND OTHER DIRECTORSHIPS
---- ----- --- -----------------------
<S> <C> <C> <C>
John W. Cushing, III 1986 64 President of Petroleum Services, Inc., a geologic consulting firm;
President of Hydrocarbon Well Logging, Inc., a well service and
engineering company, Parkersburg, West Virginia.
Lorne H. Larson 1995 62 President and Chief Executive Officer of ProGas Limited, a Calgary,
Alberta, Canada-based company involved in natural gas marketing, since
January 1986; Director of Rigel Energy Corporation, an oil and gas
exporation and production compoany, since April 1993 and Director of The
General Accident Assurance Company of Canada, a property and casualty
company, since April 1994. As an officer of ProGas Limited, Mr. Larson
has extensive experience in the Canadian oil and gas industry, which
represents an important focus area for the Company.
P. D. Neuenschwander 1964 72 Independent oil and gas consultant in Wyoming.
Andrew J. Shoup, Jr. 1991 62 President and Director of the Company since July 1, 1991; Consultant to
Pacific Enterprises Oil Company (USA), an oil and gas exploration and
production company, September 1990-June 1991; President and Chief
Operating Officer of Pacific Enterprises Oil Company (USA), January
1989-September 1990; Chairman and Chief Executive Officer of Sabine
Corporation, an oil and gas exploration and production company, June
1986-January 1989.
</TABLE>
REQUIRED AFFIRMATIVE VOTE AND VOTING PROCEDURES
The holders of a majority of the outstanding shares of Common Stock,
present in person or represented by proxy, are necessary to constitute a quorum
at the Annual Meeting. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. With regard to
the election of directors, votes may be cast in favor of or withheld from each
nominee. Votes that are withheld will be excluded entirely from the vote and
will have no effect. In accordance with the Company's bylaws and Delaware law,
the nominees who receive a plurality of the votes cast by stockholders present
or represented by proxy at the Annual Meeting, up to the number of Directors to
be elected, will be elected as Directors of the Company. Any abstentions or
broker non-votes will have no effect on the election of Directors. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ITS NOMINEES FOR
DIRECTOR.
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has an Audit Committee and a Compensation Committee,
but does not have a Nominating Committee. The Audit Committee consists of
Messrs. Larson, Cushing, and Mosle. The Audit Committee reviews the reports and
recommendations of the Company's independent auditors as well as the scope of
their review and their compensation, and also meets with representatives of
management as appropriate. During 1997, the Audit Committee held two meetings.
The Compensation Committee consists of Messrs. Mosle, Kimball, Hamilton and
Schenck. The Compensation Committee reviews and recommends to the Board of
Directors the remuneration of the executive officers of the Company and
administers the Company's 1991 Stock Incentive Plan, 1991 Non-Employee
Directors' Stock Option Plan and Equity Compensation Plan for Non-Employee
Directors. See "Report of Compensation Committee" contained herein. During
1997, the Compensation Committee held two meetings.
The Board of Directors held seven meetings in 1997. Four of the eight
Directors, Messrs. Shoup, Kimball, Mosle, and Larson, attended all meetings of
the Board and Committees of which they are members during the period they served
on such. None of the Directors attended less than 75% of such meetings.
4
<PAGE>
EXECUTIVE OFFICERS
The following is a list of the names and ages of all the executive officers
of the Company, indicating all positions and offices with the Company held by
each such person and each such person's principal occupation or employment
during the past five years. None of the persons listed has served or is serving
as an officer as a result of any arrangement or understanding between him and
any other person pursuant to which he was selected as an officer. The executive
officers of the Company are elected each year by the Board of Directors at its
first meeting following the Annual Meeting of Stockholders to serve during the
ensuing year and until their respective successors are elected and qualified.
POSITIONS AND OFFICES HELD AND PRINCIPAL
NAME AGE OCCUPATION OR EMPLOYMENT DURING PAST FIVE YEARS
---- --- -----------------------------------------------
Andrew J. Shoup, Jr. 62 President and Director of the Company since July
1, 1991; Consultant to Pacific Enterprises Oil
Company (USA), an oil and gas exploration and
production company, September 1990-June 1991;
President and Chief Operating Officer of Pacific
Enterprises Oil Company (USA), January 1989-
September 1990; Chairman and Chief Executive
Officer of Sabine Corporation, an oil and gas
exploration and production company, June 1986-
January 1989.
A. Wayne Ritter 57 Vice President, Acquisitions and Production of
the Company since August 16, 1993; Vice
President in Charge of Acquisitions of the
Company, September 1991 - August 1993; Manager
of Production - Fort Worth Division of Snyder
Oil Corporation, an oil and gas exploration and
production company, September 1990 - September
1991; Manager of Business Development, Marsh
Operating Company, an oil and gas exploration
and production company, prior thereto.
Kent E. Johnson 60 Vice President of Exploration of the Company
since September 27, 1996; Regional Director of
Gulf Coast Exploration of Enserch Exploration,
an oil and gas exploration and production
company, June 1995 - August 1996; Vice
President, Exploration Development of DALEN
Resources, an oil and gas exploration and
production company, March 1994 -June 1995; Vice
President, Exploration/Land of PG&E Resources,
an oil and gas exploration and production
company, May 1989 - March 1994.
Lawrence J. Finn 53 Vice President, Finance and Chief Financial
Officer of the Company since November 1, 1993;
President of CWF Energy, Inc., August 1990 -
October 1993; Vice President, Finance and Chief
Financial Officer of Verado Energy, Inc., March
1988 - August 1990.
Allan J. Simus 63 President of The Wiser Oil Company of Canada
since August 1, 1994; President and General
Manager of LL&E Canada, Ltd., 1988 - July 1994;
President of Del Norte Resources Ltd., 1987-
1988; Executive Vice President and Director of
Onyx Petroleum Exploration Company Ltd., 1983 -
1986; General Manager of Sabine Canada Ltd.,
1974 - 1982.
5
<PAGE>
SECTION 16(a) COMPLIANCE
BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than 10 percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "Commission") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Such persons are required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. In 1997, one
statement of changes in beneficial ownership was filed late by Howard G.
Hamilton, a Director of the Company, relating to one transaction. In making
this disclosure, the Company has relied solely on written representations of its
Directors and executive officers and copies of the reports that they have filed
with the Commission.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company in 1995, 1996 and 1997 to its President and Chief Executive
Officer and each other executive officer of the Company whose aggregate salary
and bonus exceeded $100,000 in 1997 (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------- ----------------------
AWARDS
----------------------
NAME AND PRINCIPAL NUMBER OF SECURITIES ALL OTHER
POSITION YEAR SALARY($) BONUS ($) UNDERLYING OPTIONS(#) COMPENSATION ($)
-------------------- ---- ------------------------ ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 1997 $285,000 $ 15,000 40,000 $ 5,502(1)
President and Chief 1996 265,000 106,000 205,000 8,652
Executive Officer 1995 265,000 49,000 0 8,589
A. Wayne Ritter 1997 175,000 10,000 30,000 5,250(1)
Vice President, 1996 163,000 48,900 155,000 5,303
Acquisitions and 1995 155,000 29,000 0 5,046
Production
Kent E. Johnson(2) 1997 160,000 10,000 7,500 5,347(1)
Vice President of 1996 38,693 12,000 100,000 75
Exploration
Lawrence J. Finn 1997 152,000 10,000 20,000 4,529(1)
Vice President,
Finance 1996 142,000 35,500 60,000 4,361
and Chief Financial
Officer 1995 135,000 25,000 0 4,338
Allan J. Simus(3) 1997 160,000 10,000 30,000 12,773(4)
President of 1996 145,000 43,500 90,000 12,669
The Wiser Oil Company 1995 135,000 25,000 0 12,489
of Canada
</TABLE>
- -----------------------------
(1) Consists of (a) matching contributions by the Company in 1997 to the
accounts of Mr. Shoup $4,800, Mr. Ritter $4,800, Mr. Johnson $4,750 and Mr.
Finn $4,241 under the Company's Savings Plan and (b) the dollar value of
life insurance premiums paid by the Company in 1997 for the benefit of Mr.
Shoup $702, Mr. Ritter $450, Mr. Johnson $597 and Mr. Finn $288.
(2) Mr. Johnson joined the Company on September 27, 1996.
(3) Mr. Simus is not directly employed by the Company. All amounts reported as
salary were earned by him as President of The Wiser Oil Company of Canada,
the subsidiary through which the Company conducts its Canadian operations.
All amounts are in U.S. dollars using a .75 (Canadian to U.S.) conversion
rate.
(4) Consists of (a) $8,915 representing The Wiser Oil Company of Canada's
contribution to the Defined Contribution Pension Plan and (b) $3,858
representing the dollar value of life insurance premiums paid by The Wiser
Oil Company of Canada in 1997 on two life insurance policies for his
benefit.
6
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table contains information concerning the grant by the
Company of stock options to the Named Executive Officers in 1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS GRANT
SECURITIES GRANTED TO DATE
UNDERLYING EMPLOYEES EXERCISE OR PRESENT
OPTIONS IN FISCAL BASE PRICE EXPIRATION VALUE ($)
NAME GRANTED YEAR ($/SH) DATE (2)
--------- -------- --------- -------- ------
<S> <C> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 40,000 29.1% $19.6875 2/23/2007 $384,800
A. Wayne Ritter 30,000 21.8% 19.6875 2/23/2007 288,600
Kent E. Johnson 7,500 5.5% 19.6875 2/23/2007 72,150
Lawrence J. Finn 20,000 14.5% 19.6875 2/23/2007 192,400
Allan J. Simus 30,000 21.8% 19.6875 2/23/2007 288,600
</TABLE>
- ------------------
(1) All options granted to the Named Executive Officers during 1997 were
granted under the Company's 1991 Stock Incentive Plan. Options granted on
February 24, 1997 become exercisable in cumulative annual increments of
twenty five percent commencing on the first anniversary of the grant. All
options have ten-year terms and were granted with an exercise price equal
to the fair market value of the Company's Common Stock on the date of
grant.
(2) These amounts represent the value of the grants based upon the Black-
Scholes option pricing model. The valuation assumes exercise of the
options at the end of the ten-year option term and the following data:
Grant Date
2/24/97
------------
Risk free interest rate 6.59%
Dividend yield 0.61%
Volatility (three year weekly close) 24.44%
7
<PAGE>
The following table provides information, with respect to each Named
Executive Officer, concerning unexercised options held as of the end of the
fiscal year ended December 31, 1997. No Named Executive Officer exercised any
options during 1997.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END (#)(1) OPTIONS AT FY-END ($)(2)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 263,750 76,250 $17,969 $53,906
A. Wayne Ritter 183,125 46,875 9,609 26,953
Kent E. Johnson 100,000 7,500 0 0
Lawrence J. Finn 83,000 37,000 7,188 21,563
Allan J. Simus 88,500 41,500 7,188 21,563
</TABLE>
- --------------------
(1) Represents the number of shares of the Company's Common Stock underlying
the options held by the Named Executive Officer.
(2) The closing price for the Company's Common Stock as reported by the New
York Stock Exchange on December 31, 1997 was $14.125. Value is calculated
on the basis of the difference between $14.125 and the option exercise
price of an "in-the-money" option multiplied by the number of shares of
Common Stock underlying the option.
PENSION BENEFITS
Each Named Executive Officer, other than Mr. Simus, is covered by the
Company's Retirement Income Plan (the "Qualified Plan"), a non-contributory
defined benefit pension plan under which retirement benefits are provided to
substantially all non-union employees of the Company. The Qualified Plan
provides a monthly benefit upon retirement equal to 2 percent of the employee's
average monthly earnings (computed generally on the basis of the participant's
average monthly earnings for the 60 highest paid consecutive months during the
120 consecutive months immediately preceding the employee's retirement date) for
each year of credited service up to 25 years, plus 1 percent of the employee's
average monthly earnings (as so computed) for each year of credited service in
excess of 25 years. Offset against such amount is an amount equal to 0.5
percent of the lesser of the participant's final average earnings per month or
1/12th of covered compensation (as such terms are used in the calculation of
social security benefits) multiplied by years of credited service to a maximum
of 35 years. If it would result in a greater payment of monthly benefits than
the above calculation, an employee who was a participant in the qualified plan
as of December 31, 1992 would receive his monthly retirement income as
calculated under the terms of the qualified plan as it existed on such date,
using average monthly earnings and credited service as of such date. Pension
benefits are calculated on the basis of basic monthly compensation, excluding
bonuses and all other forms of special or extra compensation. The Qualified
Plan provides for normal retirement at 62 years of age but allows for early
retirement beginning at age 55, in which case the extent to which benefits are
reduced is based on when the participant elects to receive benefits commencing
on or after age 55 and prior to age 62. No reduction is made in the benefit if
it commences on or after the attainment of age 62.
Certain executives of the Company also participate in the Company's
Retirement Restoration Plan. The Retirement Restoration Plan is a nonqualified
deferred compensation plan. The participants in the plan are the Chief
Executive Officer and any other employee of the Company (i) who is a participant
in the Qualified Plan, (ii) whose annual salary is at least $150,000, and (iii)
who has been designated by the Chief Executive Officer to participate in the
plan. For 1997, Mr. Shoup and Mr. Ritter were the only Named Executive Officers
who were participants in the Retirement Restoration Plan.
8
<PAGE>
In order to comply with the qualification requirements of the Internal
Revenue Code of 1986, the maximum annual retirement benefit that may be accrued
and that the Company can fund, and the maximum compensation that may be used in
determining future benefit accruals, under the Qualified Plan are subject to
certain limitations. The Retirement Restoration Plan provides for the payment
of benefits equal to the amount by which (i) the value of the benefits that
would have been payable to a participant under the Qualified Plan if such
benefits were not limited by such maximum compensation and maximum benefit
limitations exceeds (ii) the value of the benefits actually payable under the
Qualified Plan.
Benefits under the Retirement Restoration Plan normally are paid
concurrently with the payment of benefits under the Qualified Plan. However, if
a participant's employment terminates (other than by reason of death, retirement
or disability) within two years following a Change of Control (as defined in the
Retirement Restoration Plan), the value of such participant's Retirement
Restoration Plan benefits will be distributed to such participant in a single
lump sum within 60 days following such termination of employment. Retirement
Restoration Plan benefits are payable from the general assets of the Company.
The following table presents estimated combined annual retirement benefits
payable under the Qualified Plan and the Retirement Restoration Plan upon
retirement at age 65 for the average annual compensation and for the years of
credited service indicated and assumes no election of any available survivor
option. The estimated benefits shown are in addition to Social Security
benefits. The full years of credited service as of December 31, 1997 for the
Named Executive Officers were as follows: Mr. Shoup, 6 years; Mr. Ritter, 6
years; Mr. Johnson, 1 year; and Mr. Finn, 4 years. Messrs. Finn and Johnson
are not currently participants in the Retirement Restoration Plan. The amounts
reported in the salary column of the Summary Compensation Table included under
"Executive Compensation" above are the approximate amounts of compensation taken
into account for the purposes of the Qualified Plan and the Retirement
Restoration Plan for the years indicated.
ANNUAL RETIREMENT BENEFITS FOR YEARS OF CREDITED SERVICE
COMPENSATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- -------- --------
$125,000 $23,535 $ 35,302 $ 47,070 $ 58,837 $ 64,354 $ 69,872
150,000 28,535 42,802 57,070 71,337 78,104 84,872
175,000 33,535 50,302 67,070 83,837 91,854 99,872
200,000 38,535 57,802 77,070 96,337 105,604 114,872
225,000 43,535 65,302 87,070 108,837 119,354 129,872
250,000 48,535 72,802 97,070 121,337 133,104 144,872
275,000 53,535 80,302 107,070 133,837 146,854 159,872
300,000 58,535 87,802 117,070 146,337 160,604 174,872
325,000 63,535 95,302 127,070 158,837 174,354 189,872
350,000 68,535 102,802 123,070 171,337 188,104 204,872
Employees of The Wiser Oil Company of Canada do not participate in the
Qualified Plan or the Retirement Restoration Plan and, therefore, Mr. Simus is
not a participant in such plans. The Wiser Oil Company of Canada does not
maintain a defined benefit pension plan.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive an Annual Retainer
of $12,000, which is payable in quarterly installments of $3,000 each, with the
first payment being made in May of each year, and $1,000 for each meeting of the
Board of Directors or any Committee of the Board attended. Each Chairman of a
Committee of the Board receives an additional annual fee of $1,000. Directors
who are employees of the Company or a subsidiary do not receive a retainer or
fee for serving on the Board or Committees, for attending meetings of the Board
or Committees or for serving as Chairman of a Committee.
In 1996, the Company adopted The Wiser Oil Company Equity Compensation Plan
for Non-Employee Directors (the "Equity Plan"), which allows non-employee
Directors to make irrevocable elections prior to the beginning of each plan year
to receive their Annual Retainers (i) all in cash, (ii) all in Phantom Shares or
(iii) 50% in cash and 50% in Phantom Shares, and to defer payment of taxes on
the equity portion to a subsequent date. A "Phantom Share" is an unsecured,
unfunded and nontransferable right to receive from the Company one share of
Common Stock, which right will automatically be exercised upon the earlier to
occur of (i) the termination of the holder's service as a Director for any
reason or (ii) a "Change in Control" of the Company, as defined in the Equity
Plan. Non-employee Directors have no right to convert Phantom Shares into
Common Stock prior to such time. The number of Phantom Shares that may be
acquired by a non-employee Director on any Annual Retainer payment date is
determined by dividing the amount of the Annual Retainer, or portion thereof,
that the Director has elected to receive in Phantom Shares by the fair market
value of a share of Common Stock on the payment date of the Annual Retainer,
rounded downward to the nearest whole number. Phantom Shares are fully vested
upon issuance. Holders of Phantom Shares receive payments of cash or other
property equivalent
9
<PAGE>
to dividends paid on outstanding shares of Common Stock, but have no voting or
other rights of stockholders with respect to the Phantom Shares. A maximum of
25,000 shares of Common Stock may be issued upon the conversion of Phantom
Shares under the Equity Plan. For 1997, Mr. Mosle and Mr. Larson each elected to
receive all of his $12,000 Annual Retainer in Phantom Shares and were each
credited with 621 Phantom Shares under the Equity Plan. For 1997, Mr. Schenck
elected to receive his $12,000 Annual Retainer payable 50% in cash and 50% in
Phantom Shares, and was credited with 215 Phantom Shares under the Equity Plan.
The 1991 Non-Employee Directors' Stock Option Plan as amended, (the
"Directors' Plan") is intended to enhance the mutuality of interests between the
Directors and stockholders of the Company and to assist the Company in
attracting and retaining able Directors. Under the Directors' Plan, on the
first business day following each Annual Meeting of Stockholders, each Director
who is not an employee of the Company or a subsidiary is granted a nonstatutory
stock option to purchase 1,500 shares of Common Stock at an option price equal
to the fair market value of the Common Stock on the date the option is granted.
The Directors' Plan also provides for the grant of an option to purchase 5,000
shares of Common Stock to each newly elected non-employee Director upon such
person's initial election to the Board. In February 1997, the Directors' Plan
was amended to provide for, in addition to the annual and initial option grants
described above, a one-time grant on the date of the 1997 Annual Meeting of
Stockholders to each non-employee Director serving on that date of an option to
purchase, at an exercise price equal to the fair market value of the Common
Stock on the date of grant, a number of shares of Common Stock equal to 5,000
less the number of shares covered by all options previously granted to such
Directors under the Directors' Plan. All options granted under the Directors'
Plan become exercisable six months from the date of grant and expire ten years
from the date of grant. The Directors' Plan provides that, upon termination of
service as a Director for any reason other than removal for cause, all
outstanding options previously granted to the non-employee Director under the
Directors' Plan will become immediately exercisable in full and will remain
exercisable until the earlier to occur of the original expiration date of the
option or three years from the date of termination of service, provided that if
a Director voluntarily retires or resigns the post-termination of service
exercise period may not exceed the duration of such Director's period of service
as a Director of the Company. The Directors' Plan also provides that, upon a
removal of a Director for cause, all unvested options will immediately terminate
and all unexpired vested options will be exercisable for a period of 90 days
after removal. The total number of shares which may be issued under the
Directors' Plan is limited to 65,000 shares of Common Stock. In 1997, the
following option grants were made under the Directors' Plan: (a) on May 19,
1997, the one-time option grants described above were made to the following non-
employee Directors at an exercise price of $16.125 per share: Mr. Mosle - 3,500
shares; Mr. Schenck - 1,250 shares; Mr. Hamilton - 1,250 shares; Mr. Kimball -
1,250 shares; Mr Cushing - 1,250 shares; Mr. Larson - 4,250 shares; and Mr.
Neuenschwander - 1,250 shares; and (b) on May 20, 1997, an annual option grant
was made to each non-employee Director for 1,500 shares of Common Stock at an
exercise price of $16.50 per share.
EMPLOYMENT AGREEMENTS
On July 1, 1991, the Company entered into an employment agreement with
Andrew J. Shoup, Jr. The employment agreement, as amended effective April 1,
1997, provides that Mr. Shoup will serve as President and Chief Executive
Officer of the Company through the close of business on March 31, 2000, unless
extended by agreement of the parties for an annual salary of not less than
$200,000 per year. In addition to such annual salary, which may be increased
from time to time by the Board of Directors, Mr. Shoup is entitled to be paid
"additional incentive compensation" in such an amount, and based on the
accomplishment of such performance objectives established by the Company, as may
be determined by the Compensation Committee for each year. Upon execution of
the employment agreement, Mr. Shoup was awarded 5,000 restricted shares of
Common Stock and nonstatutory options to purchase 10,000 shares of Common Stock,
vesting over a four-year period beginning June 30, 1994, under the Company's
1991 Stock Incentive Plan. The agreement also provides that Mr. Shoup will be
covered by such other employee benefit plans as are applicable to executive
employees of the Company.
A. Wayne Ritter entered into an employment agreement with the Company
effective January 24, 1994. The employment agreement, which was amended
effective April 1, 1997, provides that Mr. Ritter will serve as Vice President,
Acquisitions and Production of the Company through the close of business on
March 31, 2000, unless such term is extended by agreement of the parties for an
annual salary not less than his salary in effect on April 1, 1997. The
agreement also provides that Mr. Ritter will be covered by such employee benefit
plans as are applicable to executive employees of the Company.
Kent E. Johnson entered into an employment agreement with the Company
effective September 30, 1996. The employment agreement, which was amended
effective April 1, 1997, provides that Mr. Johnson will serve as Vice President
of Exploration of the Company through the close of business on March 31, 2000,
unless such term is extended by agreement of the parties for an annual salary
not less than his salary level in effect on April 1, 1997. The agreement also
provides that Mr. Johnson will be covered by such employee benefit plans as are
applicable to executive employees of the Company.
10
<PAGE>
Lawrence J. Finn entered into an employment agreement with the Company
effective November 1, 1993. The employment agreement, which was amended
effective April 1, 1997, provides that Mr. Finn will serve as Vice President,
Finance and Chief Financial Officer of the Company through the close of business
on March 31, 2000, unless such term is extended by agreement of the parties, for
an annual salary not less than his salary level in effect on April 1, 1997. The
agreement also provides that Mr. Finn will be covered by such employee benefit
plans as are applicable to executive employees of the Company.
Allan J. Simus entered into an employment agreement with The Wiser Oil
Company of Canada effective August 1, 1994. The employment agreement, which was
amended effective April 1, 1997, provides that Mr. Simus will serve as President
of The Wiser Oil Company of Canada through the close of business on March 31,
2000, unless such term is extended by agreement of the parties for an annual
salary not less than his salary level in effect on April 1, 1997. Mr. Simus
participates in the Registered Retirement Savings Plan of The Wiser Oil Company
of Canada, which is comparable to the Company's Savings Plan. Mr. Simus also
participates in The Wiser Oil Company of Canada Defined Contribution Pension
Plan.
The employment agreements described above provide that the employment of
the Named Executive Officer can be terminated by the Company only for illness,
disability or death, or for cause. Under the employment agreements if the
employment of the employee is terminated by the Company or the employee for any
reason other than illness, disability or death within 12 months following a
"Change in Control" of the Company, the employee will be paid an amount equal to
three times the employee's base salary in effect at the time of his termination,
the value of one year's worth of benefits provided to him as an employee during
the one year preceding his termination, and a "Gross-Up Payment" for purposes of
making the employee whole in the event an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended (including penalties or interest
thereon), is imposed with respect to any payment or distribution made by the
Company to or for the benefit of the employee under the employment agreement or
otherwise. A "Change in Control" generally means the occurrence of any of the
following events: (i) an acquisition by any person of 25% of the voting power
of the Company's Common Stock, (ii) a tender offer to buy at least 50% of the
voting stock of the Company or the purchase of any such shares pursuant to a
tender offer, (iii) an agreement or plan is approved by stockholders providing
for the Company to be merged, consolidated or otherwise combined with another
company wherein the former stockholders of the Company will own less than a
majority of the voting power of the surviving corporation, (iv) the approval by
stockholders of a liquidation of all or substantially all the assets of the
Company or a distribution to stockholders of 30% in value of the Company's
assets or (v) if at any time less than 60% of the members of the Board of
Directors of the Company are individuals who either were Directors on the
effective date of the employment agreement or individuals whose election or
nomination for election was approved by a vote of at least two-thirds of the
Directors still in office who were Directors on the effective date of such
agreement or who were so approved. The employment agreement with Mr. Simus
contains similar provisions relating to a Change in Control of the Company or
The Wiser Oil Company of Canada.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Company is administered by
the Compensation Committee of the Board of Directors, which consisted of four
independent directors during 1997. Mr. Mosle is Chairman of the Committee. The
Committee oversees all compensation arrangements involving the executive
officers.
The following is the Compensation Committee's report on 1997 executive
compensation practices for the executive officers of the Company. The following
report of the Compensation Committee and the information that follows the report
relating to the Stock Performance Graph below shall not be deemed to be
"soliciting material" or to be "filed" with the Commission's proxy rules, except
for the required disclosure herein, or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, and such information shall not be deemed to be
incorporated by reference into any filing made by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
EXECUTIVE COMPENSATION POLICIES
The Company's executive compensation package consists of a base salary,
annual incentive bonuses, and stock options.
The Company is committed to providing competitive annual cash compensation
to its management. Base salaries are positioned near the median of competitive
practices to enhance retention and attraction of skilled and talented
management.
11
<PAGE>
Annual incentive bonuses as a percent of salary are paid based upon an
evaluation of performance using criteria set at the beginning of each year.
Objectives for the bonus plan provide incentives focusing management on
achievement of shorter-term goals that serve as milestones for the ultimate
attainment of the Company's strategic goals, providing appropriate rewards for
accomplishment of such goals, and reinforcing a pay-for-performance philosophy
by linking a portion of management pay to well-defined annual performance
objectives that are consistent with the Company's strategic plans and value
creation imperatives.
A long-term equity incentive award is provided to management in the form of
stock options or restricted stock. The value of the grants is linked to the
achievement of sustained value creation and consistent operating efficiencies.
An important objective of the long-term equity incentive is to provide
management with opportunities to acquire and retain Company stock. The Company
encourages stock ownership to ensure that top management's interests are closely
aligned with the interests of existing stockholders.
RELATIONSHIP OF COMPENSATION TO PERFORMANCE UNDER COMPENSATION PLANS
The Company is focused on a growth strategy concentrating on risk-managed
exploration, strategic acquisitions of proved reserves, and aggressive
utilization of its assets. The Company's executive pay strategy is designed to
support this business direction through competitive base salaries, annual
incentive bonuses, and stock option awards with comparable incremental vesting
requirements, thereby creating a substantial focus on value creation for
stockholders.
The Company's base salary objective is to position all members of
management near their target midpoints over time. Target midpoints are
positioned to approximate the median of competitive practices. In February
1997, the Committee reviewed and approved base salary increases for certain
executive officers that were implemented in March 1997. The Committee reviewed
industry standards, increases in cost of living and the Company's goal to
approximate the median of competitive practices with respect to base salaries.
The Company's policy is to pay executive officers a base salary with performance
rewarded by a cash incentive bonus and stock option or restricted stock awards
after a review of all indices of performance and the Chief Executive Officer's
evaluation of individual performance contributions during the year.
Annual incentive bonuses for 1997 were awarded by the Committee to the
executive officers on February 23, 1998. Bonuses are awarded based on both the
overall performance results of the Company relative to expectations and on
individual overall contributions to 1997 results. Operating cash flow, reserve
replacement and increases in reserve values are primary performance measures
providing the basis for determination of the size of incentive awards. Each
year the Committee proposes threshold, target and distinguished performance
goals for each measure. The process is designed to obtain achievement of
performance goals based on measures for awards to be earned. Performance
measures and goals are reevaluated annually, and in making an award, the
Committee may reflect other relevant performance results as identified in the
following paragraph.
Due to the effects of uncontrollable factors in the oil and gas industry,
such as oil and gas prices, an evaluation of Company performance based on only
one or two measures may not provide a complete picture of overall Company
performance. As a consequence, the Committee annually looks at other important
indicators of performance, such as reserve growth, lease operating expenses,
finding costs, administrative expenses, and returns to stockholders. Based on
the results of these assessments and an evaluation by the Committee of
individual executive performance, the Committee may adjust awards to reflect
individual performance.
Long-term incentives are an essential component of the Company's pay
package for the top executives most accountable for the Company's strategic
direction. At this time, stock options are the Company's primary long-term
incentive reward vehicles. To reflect pay strategy objectives and competitive
practices, the Committee has approved stock option grant ranges for use in
determining awards. The grant ranges assume that stock options will be awarded
annually, with an option price equal to the fair market value on the date of
grant, and with incremental vesting restrictions.
In addition to external considerations such as competitive practices, the
Committee considers a number of factors in determining stock option awards,
including Company success in achieving annual and strategic goals, assessment of
executive contributions to the Company, the level of the executive's commitment
to owning Company stock, and the expected future role and contribution of the
executive to the overall success of the Company.
12
<PAGE>
In February 1997, the Committee granted stock options under the 1991 Stock
Incentive Plan. These awards reflect the desire of the Committee to emphasize a
long-term focus on shareholder value creation through significant opportunities
for management to acquire and retain Company stock. 1997 stock options were
awarded to the Named Executive Officers as follows: Mr. Shoup, 40,000 shares,
Mr. Ritter, 30,000 shares, Mr. Johnson 7,500 shares, Mr. Finn, 20,000 shares and
Mr. Simus, 30,000 shares. All such options are nonqualified stock options, have
exercise prices equal to the fair market value of the Company's Common Stock on
the date of grant and are subject to incremental vesting schedules.
1997 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
On February 24, 1997, the Committee approved an increase in Mr. Shoup's
salary from $265,000 to $285,000 per annum. The Committee considered industry
standards and the Company's goal to approximate the median of competitive
practices with respect to base salaries. The Company's policy is to pay
executive officers a base salary increased primarily as a matter of cost of
living, with performance rewarded by incentive bonus and stock option or
restricted stock awards after a review of all indices of performance, including
the Company's substantial progress to date in becoming more active in
exploration, acquisition and development activities, the Company's performance
relative to expectations, and a desired pay target designed to reflect
competitive practices.
On February 23, 1998, the Committee awarded Mr. Shoup an annual incentive
bonus for 1997 of $15,000. In considering this award, the Committee reviewed
specific operational factors such as operating cash flow, reserve replacement
and increases in reserve values. The Committee also considered other important
performance considerations such as finding costs, lifting costs, administrative
expenses and returns to stockholders.
IMPACT OF THE OMNIBUS BUDGET RECONCILIATION ACT OF 1993 (OBRA)
The passage of OBRA has created a limitation on the deductibility of
executive officer pay in excess of $1 million for any individual. The Committee
does not foresee current compensation arrangements generating non-performance-
based pay that exceeds this level, and it therefore has no immediate plans to
modify the Company's compensation arrangements, except as described herein.
By the Compensation Committee:
Jon L. Mosle, Jr., Chairman
Howard G. Hamilton
C. Frayer Kimball, III
A. W. Schenck, III
13
<PAGE>
The following graph compares yearly percentage change in the cumulative
total return on the Company's Common Stock during the five fiscal years ended
December 31, 1997, with the cumulative total return of the Broad Market Index,
which is an index of companies on the S&P 500 Index, and an index of peer
companies selected by the Company.
STOCK PERFORMANCE GRAPH
DECEMBER 31
1992 1993 1994 1995 1996 1997
The Wiser Oil Company $ 100 $130.43 $108.90 $ 94.44 $156.76 $112.94
Peer Group Index 100 89.80 85.85 99.19 143.51 143.48
Broad Market Index 100 110.08 111.54 153.45 188.69 251.64
Companies in the peer group are as follows: American Exploration Company,
Equity Oil Company, Forest Oil Corporation, Plains Resources, Incorporated,
Swift Energy Company, Tom Brown, Inc., and XCL Ltd. The Stock Performance Graph
and calculations were provided to the Company by Media General Financial
Services. The graph and calculations assume $100 invested at the closing sale
price on December 31, 1992, and reinvestment of dividends.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The only shareholders known to the Company to own beneficially more than 5%
of the Company's Common Stock outstanding as of March 1, 1998 were:
<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Owned Percent of Class
- ---------------- ------------------- -----------------
<S> <C> <C>
Dimensional Fund Advisors Inc. 557,075(1) 6.22%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Morgan Stanley, Dean Witter, Discover & Co. 542,000(2) 6.06%
1585 Broadway
New York, New York 10036, and
Dean Witter InterCapital Inc.
Two World Trade Center
New York, New York 10048
- -----------------------------------------------
</TABLE>
14
<PAGE>
(1) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 557,075 shares of
the Company's Common Stock as of December 31, 1997, all of which shares
are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, for all of which Dimensional serves
as investment manager. Dimensional disclaims beneficial ownership of
all such shares. Dimensional and its officers have sole voting and
investment power with respect to all such shares. The foregoing
information was obtained from Dimensional and from a Schedule 13G dated
February 9, 1998 filed by Dimensional with the Commission.
(1) Morgan Stanley, Dean Witter, Discover & Co. and Dean Witter
InterCapital Inc., both registered investment advisors, are deemed to
have beneficial ownership of 542,000 shares of the Company's Common
Stock as of December 31, 1997. The shares are held in accounts managed
on a discretionary basis by Dean Witter InterCapital Inc., a wholly
owned subsidiary of Morgan Stanley, Dean Witter, Discover & Co., which
accounts are known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities. No such account holds more than 5 percent of the class.
The foregoing information was obtained from Morgan Stanley, Dean
Witter, Discover & Co. and Dean Witter InterCapital Inc. and from a
Schedule 13G dated February 13, 1998 filed by Morgan Stanley, Dean
Witter, Discover & Co. and Dean Witter InterCapital Inc. with the
Commission.
The following table sets forth as of March 1, 1998, unless otherwise
indicated, the beneficial ownership of Common Stock of the Company by each
Director of the Company, including the current nominees, each Named Executive
Officer listed in the Summary Compensation Table included elsewhere in this
Proxy Statement and all Directors and executive officers as a group. The
numbers of shares indicated as being beneficially owned by the persons and group
listed in the following table are based on information furnished to the Company
by the Directors and executive officers. Unless otherwise indicated in the
footnotes below, each individual and the members of the group have sole voting
and investment power with respect to the shares indicated as being owned by
them.
<TABLE>
<CAPTION>
Number of
-------------------
Shares Beneficially Percent
Name Owned of Class
---- ------------------- ---------
<S> <C> <C>
DIRECTORS
John W. Cushing, III 9,931 (1)(2) *
P. D. Neuenschwander 37,160 (1)(2) *
Andrew J. Shoup, Jr. 317,500 (3) 3.48%
Howard G. Hamilton 46,936 (1)(2) *
C. Frayer Kimball, III 18,083 (1)(4) *
A. W. Schenck, III 9,040 (2) *
Jon L. Mosle, Jr. 16,200 (1)(2) *
Lorne H. Larson 7,500 (2) *
NAMED EXECUTIVE OFFICERS (EXCLUDING
ANY DIRECTOR NAMED ABOVE)
A. Wayne Ritter 206,250 (5) 2.26%
Kent E. Johnson 102,875 (6) 1.13%
Lawrence J. Finn 98,500 (7) 1.08%
Allan J. Simus 102,500 (8) 1.12%
GROUP
All Directors and executive officers
as a group (12 persons, including
those named above) 972,475 (1)(9) 10.65%
</TABLE>
- -----------------------------------------
* Less than 1%
15
<PAGE>
(1) Includes shares owned by spouses and children (Mr. Cushing, 665
shares; Mr. Neuenschwander, 600 shares; Mr. Hamilton, 33,500 shares;
Mr. Kimball, 455 shares; Mr. Mosle, 5,000 shares; and all Directors
and executive officers as a group, 40,220 shares), as to which, in
each case, the Directors and executive officers disclaim beneficial
ownership.
(2) Includes, for each such person, 6,500 shares covered by presently
exercisable stock options under the 1991 Non-Employee Directors' Stock
Option Plan.
(3) Includes 297,500 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(4) Includes 5,750 shares covered by presently exercisable stock options
under the 1991 Non-Employee Directors' Stock Option Plan.
(5) Includes 201,250 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(6) Includes 101,875 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(7) Includes 90,500 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(8) Includes 98,500 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(9) Includes an aggregate of 834,375 shares covered by presently
exercisable stock options held by Directors and executive officers.
Under the proxy rules of the Commission, a person who directly or
indirectly has or shares voting power and/or investment power with respect to a
security is considered a beneficial owner of the security. Voting power
includes the power to vote or direct the voting of shares and investment power
includes the power to dispose or direct the disposition of shares. Shares as to
which voting power and/or investment power may be acquired within 60 days are
also considered as beneficially owned under the proxy rules.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen & Co. as independent
auditors to audit the books and accounts of the Company for the year ending
December 31, 1998. Representatives of Arthur Andersen & Co. are expected to be
present at the Annual Meeting with an opportunity to make a statement and
respond to appropriate questions addressed to them.
EXPENSES OF SOLICITATION
The costs and expenses of preparing and mailing this proxy material will be
borne by the Company. In addition to the solicitation of proxies by mail, the
officers and regular employees of the Company (who will receive no special
compensation therefor) may solicit proxies by telephone, telegraph or personal
interview. The Company will request brokerage houses and other nominees or
fiduciaries to forward copies of its proxy material to beneficial owners of
stock held in their names, and the Company will reimburse them for reasonable
out-of-pocket expenses incurred in doing so.
STOCKHOLDERS' PROPOSALS
In order for stockholder proposals to be included in the Company's Proxy
Statement for the next Annual Meeting of Stockholders, tentatively scheduled to
be held on May 17, 1999, they must be received at the principal executive
offices of The Wiser Oil Company, 8115 Preston Road, Suite 400, Dallas, Texas
75225, no later than the close of business on December 12, 1998.
16
<PAGE>
OTHER MATTERS
The Board of Directors does not intend to bring any other matters before
the Annual Meeting and does not know of any matter which anyone else proposes to
present for action at the Annual Meeting. However, if any other matters
properly come before the Annual Meeting, the persons named in the accompanying
proxy, or their duly constituted substitutes acting at the Annual Meeting, will
be deemed to be authorized to vote or otherwise act thereon in accordance with
their judgment.
By Order of the Board of Directors
Lawrence J. Finn,
Assistant Secretary
Dallas, Texas
April 7, 1998
A COPY OF THE COMPANY'S FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS SOLICITED HEREBY
UPON WRITTEN REQUEST DIRECTED TO VIRGINIA L. CLEVELAND, THE WISER OIL
COMPANY, 8115 PRESTON ROAD, SUITE 400, DALLAS, TEXAS 75225.
17
<PAGE>
THE WISER OIL COMPANY
Annual Meeting of Stockholders THIS PROXY IS SOLICITED
To Be Held May 18, 1998 ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of The Wiser Oil Company (the "Company") hereby
constitutes and appoints A. Wayne Ritter, Lawrence J. Finn and Mark A. Kirk, and
each of them acting individually, as the attorneys and proxies of the
undersigned, with full power of substitution, to attend the Annual Meeting of
Stockholders of the Company to be held Monday, May 18, 1998, at 4:00 p.m., at
the Park City Club, 5956 Sherry Lane, 17th Floor, Dallas, Texas, and any
adjournment thereof, and if then personally present to vote thereat all the
shares of common stock of the Company held of record by the undersigned on March
27, 1998 as follows, and in the discretion of the proxies on all other matters
properly coming before the meeting or any adjournment thereof.
(1) In the election of Directors for a term of three years expiring in 2001:
( ) FOR all nominees listed ( ) WITHHOLD AUTHORITY to
below (except as marked vote for all nominees listed
to the contrary below) below
Jon L. Mosle, Jr. and A. W. Shenck, III
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S)
WRITE THE NAME(S) OF SUCH NOMINEE(S) ON THE LINE PROVIDED
BELOW:
- --------------------------------------------------------------------------------
(2) To transact such other business as may properly come before the meeting.
Please complete, date and sign this Proxy Card on the reverse side and return it
promptly in the enclosed business reply envelope.
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN, OR,
IF NO DIRECTION IS GIVEN, FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD
OF DIRECTORS. A VOTE FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE
SIDE INCLUDES DISCRETIONARY AUTHORITY TO VOTE FOR A SUBSTITUTE IF ANY OF THE
NOMINEES LISTED BECOMES UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE. THE
PROXIES WILL VOTE IN THEIR SOLE DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned hereby revokes all previous proxies for such Annual
Meeting, hereby acknowledges receipt of the Notice of such Annual Meeting and
the Proxy Statement furnished therewith, and hereby ratifies all that the said
attorneys and proxies may do by virtue hereof.
Date ________________________________________, 1998
---------------------------------------------
---------------------------------------------
Please sign exactly as name(s) appear(s) hereon.
When signing as attorney, executor, administrator,
trustee, guardian, or other fiduciary, please give
your full title as such. For joint accounts, each
joint owner should sign. If a corporation, please
sign in full corporate name by President or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
