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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Wiser Oil Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
977284 10 8
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(CUSIP Number)
Louis G. Baldwin
Senior Vice President
and Chief Financial Officer
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
(817) 870-2800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 14, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other
parties to whom copies are to be sent.
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SCHEDULE 13D
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CUSIP No. 977284 10 8
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cross Timbers Oil Company
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75-2347769
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2) Check the Appropriate Box if a Member of a Group (See Instructions) a)
[_] b) [_]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC, BK
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
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6) Citizenship or Place of Organization
Delaware
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7) Sole Voting Power
Number of Shares 250,000
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Beneficially Owned by
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Each Reporting
Person With 8) Shared Voting Power
525,000 *
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9) Sole Dispositive Power
250,000
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10) Shared Dispositive Power
525,000 *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
775,000 **
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13) Percent of Class Represented by Amount in Row (11)
8.7% **
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14) Type of Reporting Person (See Instructions)
CO
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* Represents shares held by Cross Timbers Trading Company, a wholly owned
subsidiary of Cross Timbers Oil Company.
** Includes 525,000 shares (5.9%) held by Cross Timbers Trading Company.
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SCHEDULE 13D
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CUSIP No. 977284 10 8
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cross Timbers Trading Company
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75-2613610
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2) Check the Appropriate Box if a Member of a Group (See Instructions) a)
[_] b) [_]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC, BK
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
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6) Citizenship or Place of Organization
Delaware
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7) Sole Voting Power
Number of Shares
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Beneficially Owned by
Each Reporting Person 8) Shared Voting Power
With 525,000
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9) Sole Dispositive Power
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10) Shared Dispositive Power
525,000
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
525,000
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13) Percent of Class Represented by Amount in Row (11)
5.9%
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14) Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of common stock, par value
$3.00 per share ("Common Stock") of The Wiser Oil Company, a Delaware
corporation ("the Issuer"). The address of the principal executive offices of
the Issuer is 8115 Preston Road, Suite 400, Dallas, Texas 75225.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is filed by Cross Timbers Oil Company, a
Delaware corporation ("Cross Timbers") and Cross Timbers Trading Company, a
Texas corporation ("CTTC"). The address of Cross Timbers and CTTC is 810
Houston Street, Suite 2000, Fort Worth, Texas 76102.
Cross Timbers is engaged in the acquisition, development and exploration of
producing oil and gas properties and the marketing and transportation of oil and
natural gas. CTTC is a wholly owned subsidiary of Cross Timbers that invests in
certain marketable security investments.
The name, business address and present principal occupation or employment
for each executive officer and director of Cross Timbers and CTTC, and the name
of the organization in which such employment is conducted, are set forth in
Schedule I attached hereto and incorporated herein by reference. Each such
person is a citizen of the United States.
Neither Cross Timbers nor CTTC nor, to the best of Cross Timbers' or CTTC's
knowledge, any of the other persons listed on Schedule I attached hereto, has
during the last five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction, and as a result
of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The total cost of Cross Timbers' and CTTC's purchases of Common Stock were
$2.4 million and $5.8 million, respectively. Cross Timbers' and CTTC's
purchases were funded by working capital, margin debt, intercompany debt and
borrowings under Cross Timbers' Revolving Credit Agreement dated April 17, 1998,
as amended, among Cross Timbers, Morgan Guaranty Trust Company of New York,
NationsBank, N.A., Chase Bank of Texas, N.A. and other banks parties thereto.
ITEM 4. PURPOSE OF TRANSACTION
During May and June of 1998, Cross Timbers and CTTC acquired the Common Stock
referred to in Item 5 for investment purposes at an average cost of $10.53 per
share. Since that time, the Common Stock price has declined by approximately
60%.
On September 25, 1998, Cross Timbers was contacted by an investment banking
firm representing the Issuer. Cross Timbers was advised that the Issuer was
considering a potential combination or sale of its assets and was inviting a
small, selected group to be involved in this process. Cross Timbers declined to
participate in this process.
Cross Timbers will monitor the progress and process of a potential
combination or asset sale by the Issuer. Cross Timbers and CTTC will continue to
monitor and evaluate their investments in the Issuer in light of a potential
combination or asset sale and other factors, including the Issuer's
capitalization and operating strategy, its operating
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results, financial condition and prospects, price levels of the Common Stock,
general market conditions and other opportunities available to Cross Timbers and
CTTC.
Cross Timbers and CTTC may acquire additional Common Stock through open
market purchases or other transactions, maintain their current equity positions
or dispose of a portion or all of their Common Stock.
Cross Timbers and CTTC may at a future date propose to purchase assets of the
Issuer for cash or Common Stock of the Issuer, a combination with the Issuer or
other transaction between Cross Timbers and CTTC and the Issuer.
Other than as set forth above, Cross Timbers and CTTC currently have no plans
or proposals which relate to or would result in any of the actions set forth in
parts (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 19, 1998, Cross Timbers beneficially owns 775,000 shares
of Common Stock or approximately 8.7% of the Issuer's outstanding shares of
8,951,965 at June 30, 1998, as reported in its Quarterly Report on Form 10-Q for
its quarter ended June 30, 1998. Cross Timbers beneficially owns directly
250,000 shares of Common Stock, or approximately 2.8% of the Issuer's
outstanding shares, and beneficially owns indirectly through CTTC 525,000
shares, or approximately 5.9% of the Issuer's outstanding shares. To the best
of Cross Timbers' and CTTC's knowledge, no persons listed in Schedule I attached
hereto own any Common Stock.
(b) Cross Timbers has the sole voting power and dispositive power with
respect to the 250,000 shares of Common Stock it beneficially owns directly, and
shares voting and dispositive power with CTTC with respect to the 525,000 shares
of Common Stock it beneficially owns indirectly through CTTC.
(c) Neither Cross Timbers nor CTTC has effected any Common Stock
transactions during the past 60 days. Additionally, to the best of Cross
Timbers' and CTTC's knowledge, no persons listed in Schedule I attached hereto
have effected any Common Stock transactions during the past 60 days.
(d) No other person is known by Cross Timbers or CTTC to have the right to
receive or the power to direct the receipt of distributions from, or the
proceeds from the sale of, the Common Stock beneficially owned by Cross Timbers
or CTTC described in Item 5(a) above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
To the best of Cross Timbers' or CTTC's knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2, or between any of the persons named in Item 2 and any
other persons, with respect to the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
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99.1 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)(iii)
10.2 - Revolving Credit Agreement dated April 17, 1998, among Cross Timbers and
certain commercial banks named therein is incorporated by reference to
Exhibit 99.1 to Cross Timbers' Current Report on Form 8-K dated February
12, 1998 and filed on April 21, 1998, as amended by the First, Second
and Third Amendments incorporated by reference to Exhibits 10.1, 10.2
and 10.3 to Cross Timbers' Quarterly Report on Form 10-Q for the period
ended June 30, 1998
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CROSS TIMBERS OIL COMPANY
Date: October 19, 1998 By: /s/ LOUIS G. BALDWIN
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Louis G. Baldwin
Senior Vice President and Chief Financial
Officer
CROSS TIMBERS TRADING COMPANY
By: /s/ LOUIS G. BALDWIN
---------------------------------------------
Louis G. Baldwin
Senior Vice President and Chief Financial
Officer
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SCHEDULE I TO SCHEDULE 13D
The following is a list of all executive officers of Cross Timbers and CTTC
and their present principal office held. The business address for each of these
executive officers is 810 Houston Street, Suite 2000, Fort Worth, Texas, 76102.
Name Present Principal Office Held
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Bob R. Simpson Chairman of the Board of Directors and Chief
Executive Officer
Steffen E. Palko Vice Chairman of the Board of Directors and President
J. Richard Seeds Executive Vice President
Louis G. Baldwin Senior Vice President and Chief Financial Officer
Keith A. Hutton Senior Vice President - Asset Development
Bennie G. Kniffen Senior Vice President and Controller
Larry B. McDonald Senior Vice President - Operations
Timothy L. Petrus Senior Vice President - Acquisitions
Kenneth F. Staab Senior Vice President - Engineering
Thomas L. Vaughn Senior Vice President - Operations
Vaughn O. Vennerberg II Senior Vice President - Land
The following is a list of all Cross Timbers' directors (with the exception
of Messrs. Simpson, Palko and Seeds who are listed above), their business
address and present principal employment and employer. CTTC's directors are
Messrs. Simpson and Palko who are listed above.
Name and Business Address Present Principal Employment and Employer
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Dr. Lane G. Collins Professor of Accounting, Baylor University
(Advisory Director)
Hankamer School of Business
Baylor University
Waco, Texas 76798
J. Luther King, Jr. President, Principal and Portfolio
301 Commerce Street, Suite 1600 Manager/Analyst, Luther King Capital
Fort Worth, TX 76102 Management Corporation
Jack P. Randall President, Randall & Dewey
16800 Greenspoint Park Drive,
Suite 380-S
Houston, Texas 77060
Scott G. Sherman Owner, Sherman Enterprises
777 Taylor Street, Suite 1135
Fort Worth, TX 76102
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EXHIBIT 99.1
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, the undersigned agrees that
the statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that each person whose
signature appears below constitutes and appoints Steffen E. Palko, J. Richard
Seeds and Louis G. Baldwin, and each of them, as his or its true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments to the Schedule 13D
and any reports filed pursuant to Section 16 of the Securities Exchange Act
of 1934, filed on behalf of each of them with respect to their beneficial
ownership of The Wiser Oil Company common stock, and to file the same, with
all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or such person or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Date: October 19, 1998
CROSS TIMBERS OIL COMPANY
By: /s/ LOUIS G. BALDWIN
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Louis G. Baldwin
Senior Vice President and Chief Financial
Officer
CROSS TIMBERS TRADING COMPANY
By: /s/ LOUIS G. BALDWIN
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Louis G. Baldwin
Senior Vice President and Chief Financial
Officer
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