<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
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 (S)240.14a-11(c) or (S)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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
THE WISER OIL COMPANY
8115 Preston Road, Suite 400
Dallas, Texas 75225
July 6, 2000
Dear Stockholder:
Your Board of Directors joins me in extending an invitation to attend
the 2000 Annual Meeting of Stockholders which will be held on August 14, 2000 at
3:00 p.m., at the Park City Club, 5956 Sherry Lane, 17th Floor, Dallas, Texas
75225. The meeting will start promptly at 3:00 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,
George K. Hickox, Jr.
Chairman and
Chief Executive Officer
<PAGE>
THE WISER OIL COMPANY
Dallas, Texas
NOTICE OF ANNUAL MEETING TO BE HELD AUGUST 14, 2000
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 August 14, 2000,
at 3:00 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 2003; 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 June 26, 2000
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, 1999,
in which financial statements of the Company are included, was previously mailed
separate from this Proxy Statement to each stockholder of record at the close of
business on June 26, 2000. 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,
A. Wayne Ritter
President
Dallas, Texas
July 6, 2000
<PAGE>
THE WISER OIL COMPANY
8115 Preston Road, Suite 400
Dallas, Texas 75225
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
August 14, 2000
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 and any adjournment thereof (the "Annual
Meeting") to be held on August 14, 2000 at 3:00 p.m. at the Park City Club, 5956
Sherry Lane, 17/th/ Floor, Dallas, Texas 75225. The approximate date on which
this Proxy Statement and the enclosed proxy are first being sent to stockholders
is July 6, 2000.
Background of the Transaction With Wiser Investment Company
On March 10, 2000, the Company entered into an Amended and Restated
Stock Purchase Agreement (the "Stock Purchase Agreement") and an Amended and
Restated Warrant Purchase Agreement (the "Warrant Purchase Agreement") with
Wiser Investment Company, LLC ("WIC"). The closing of the transactions
contemplated by the Stock Purchase Agreement and the Warrant Purchase Agreement
(the "Closing") occurred on May 25, 2000 (the "Closing Date"). Under the Stock
Purchase Agreement and the Warrant Purchase Agreement, the Company issued and
sold to WIC and Dimeling, Schreiber and Park, a Pennsylvania partnership ("DS&P"
and together with WIC, the "Purchaser") 600,000 shares of 7% cumulative
convertible preferred stock, par value $10.00 per share, of the Company (the
"Preferred Stock") for $15 million, and Warrants to purchase 445,030 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock") for
$8,900.59.
WIC has the option (the "Option") to purchase 400,000 additional shares
of Preferred Stock. The Option is exercisable from time to time for six months
following the Closing Date, in whole or part; provided that each exercise of the
Option must be for at least 20,000 Preferred Shares in the aggregate or 100% of
the then remaining Preferred Shares subject to the Option. If the Purchaser
exercises the Option, the Company will issue and sell Warrants to purchase that
number of shares of Common Stock equal to 741,716 multiplied by a fraction, of
which the numerator is the total number of Preferred Shares purchased at the
closing of the Option (the "Option Closing"), and the denominator is 1,000,000,
at a purchase price of $0.02 per Warrant pursuant to a Warrant Agreement. The
exercise price of the Warrants issued at the Closing or any Option Closing is
$4.25, subject to adjustment to prevent dilution.
The Company will issue to WIC additional Warrants (the "Additional
Warrants") if after the Closing or any Option Closing the Company issues any
shares of Common Stock other than pursuant to a Warrant, the terms of the
Preferred Stock or awards granted after the Closing or any Option Closing under
the Company's stock option plans or other director, officer or employee equity
plans, contracts or arrangements. The number of Additional Warrants is
determined by multiplying the number of shares purchasable under the Warrants
granted to WIC immediately prior to such issuance of additional shares of Common
Stock times a fraction of which the numerator is the number of shares of Common
Stock outstanding immediately after such issuance, and the denominator is the
number of shares of Common Stock outstanding immediately prior to such issuance,
and subtracting therefrom the number of shares purchasable under the Warrants
granted to WIC immediately prior to such issuance. The exercise price of any
Additional Warrants is based on the time of their issuance, with such prices
increasing from $4.25 per share at a rate of 10% per year following the Closing.
The Company also entered into an employment agreement with George K.
Hickox, Jr., a Management Agreement with WIC and a Stockholder Agreement with
the Purchaser. These agreements provide for, among other things, changes in the
management of the Company as described under "Changes in Company Management"
below.
<PAGE>
Changes in Company Management
The Board of Directors of the Company consists of seven directors. The
Company has a "staggered" Board, which means that the directors have been
classified, in respect to the time for which they hold office, by dividing them
into three classes, with one class of directors being elected each year for a
three-year term. At each annual meeting, the stockholders of the Company elect
directors of the class whose term expires at such annual meeting, to hold office
until the third succeeding annual meeting. Each director holds office for the
three-year term for which elected and until his or her successor is elected and
qualified or until his or her earlier resignation or removal.
In connection with the transaction with WIC, the Company agreed that,
immediately following the Closing, three persons designated by WIC (the "WIC
Designees") would become directors of the Company and members of a newly created
Executive Committee of the Board, and one of the WIC Designees would become the
Chairman of the Board and Chief Executive Officer of the Company. WIC designated
George K. Hickox, Jr., Richard R. Schreiber and Scott W. Smith as the WIC
Designees to serve on the Board and the Executive Committee of the Board, and
designated Mr. Hickox to serve as Chairman of the Board and Chief Executive
Officer. Messrs. Hickox, Schreiber and Smith replaced Messrs. Shoup, Hamilton
and Cushing, who resigned from the Board and (in the case of Mr. Shoup) as
President and Chief Executive Officer of the Company pursuant to letters of
resignation. Mr. Hickox, who replaced Mr. Shoup on the Board, and Mr. Schreiber,
who replaced Mr. Cushing on the Board, will each serve for the remainder of his
predecessor's term, which expires at the annual meeting of stockholders in 2002.
Mr. Smith, who replaced Mr. Hamilton on the Board, will serve for the remainder
of Mr. Hamilton's term, which expires at the 2000 Annual Meeting. Lorne H.
Larson, Jon L. Mosle, Jr., A. W. Schenck III and C. Frayer Kimball III, the
remaining current directors of the Company, will continue to serve as directors
following the Closing, and Mr. Kimball will serve on the Executive Committee of
the Board along with the three WIC Designees. In addition, A. Wayne Ritter
became President of the Company.
Proxies
If the accompanying proxy is duly executed and returned, the shares of
Common Stock and Preferred 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.
Voting Securities
As of June 26, 2000, 8,951,965 shares of Common Stock and 600,000
shares of Preferred Stock were outstanding. The Common Stock and Preferred Stock
constitute the only classes of voting securities of the Company. Only
stockholders of record as of the close of business on June 26, 2000 (the "Record
Date"), are entitled to receive notice of, and to vote at, the Annual Meeting.
Holders of Common Stock are entitled to one vote for each share so held. Holders
of Preferred Stock are entitled to the number of votes equal to the number of
whole shares of Common Stock into which such holder's shares of Preferred Stock
would have been converted under the provisions of the Certificate of Designation
establishing the Preferred Stock (whether or not such holder is then entitled to
convert such shares under such provisions) at the conversion price in effect on
the Record Date. Under the Certificate of Designation, any holder of the
Preferred Stock may convert all or any portion of the Preferred Stock held by
such holder into a number of shares of Common Stock computed by dividing (x) the
total liquidation value (plus the aggregate accrued but unpaid dividends, if
any) represented by the shares of Preferred Stock to be converted by (y) the
conversion price then in effect. As of the Record Date, the liquidation value
per share of Preferred Stock is $25.00 and the conversion price per share of
Preferred Stock is $4.25. Therefore, the 600,000 shares of Preferred Stock
outstanding as of the Record Date have an aggregate of 3,529,411 votes in the
election of directors.
Holders of Common Stock or Preferred Stock of the Company do not have
cumulative voting rights with respect to the election of Directors. Under
Delaware law, holders of Common Stock or Preferred Stock do not have appraisal
rights with respect to the matters to be voted upon at the Annual Meeting.
2
<PAGE>
Required Affirmative Vote and Voting Procedures
The holders of a majority of the outstanding shares of Common Stock and
Preferred 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.
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of seven Directors. A
class of two directors are to be elected at the Annual Meeting to serve for
three-year terms. The Board of Directors has nominated Scott W. Smith and C.
Frayer Kimball, III for election to the Board to serve until the Annual Meeting
in 2003, 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 the Record Date,
concerning the two nominees for election at the Annual Meeting and the five
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.
Nominees for Election as Directors for Three-Year Term Expiring in 2003
Director Principal Occupation
Name Since Age and other Directorships
---- ----- --- -----------------------
C. Frayer Kimball, III 1972 65 Member of the Executive Committee
of the Board of Directors; 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.
Scott W. Smith 2000 42 Member of the Executive Committee
of the Board of Directors;
Principal of Sabine Energy
Company, a private equity firm
focused on investment
opportunities in the energy
business. From 1990 to 1996,
acted as land manager for Triad
Energy Corporation. From 1997 to
1998 was Manager of Land
Marketing for O'Sullivan Oil and
Gas. Prior to 1990, worked in
various capacities for Texas Oil
and Gas Corporation and its
affiliates.
3
<PAGE>
Directors Whose Terms Expire in 2001
Director Principal Occupation
Name Since Age and other Directorships
---- ----- --- -----------------------
Jon L. Mosle, Jr. 1994 71 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 primarily for
financial entities, Westwood
Trust, a trust company, and Park
Cities Bankshares, a holding
company primarily for banking
entities.
A. W. Schenck, III 1986 57 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.
Directors Whose Terms Expire in 2002
Director Principal Occupation
Name Since Age and other Directorships
---- ----- --- -----------------------
Richard R. Schreiber 2000 44 Member of the Executive Committee
of the Board of Directors;
Partner of DS&P, a private equity
firm focused on restructuring and
recapitalization transactions.
Prior to 1982, was an industrial
real estate broker and later
joined Coldwell Banker in the
same capacity. Active in the
negotiating, purchasing and
structuring of the acquisition
financing of DS&P's investments.
Presently Chairman of the Board
of Directors of New Piper
Aircraft, Inc. and director of
several other privately held
companies.
Lorne H. Larson 1995 64 Independent consultant since
December 1999; Chairman of ProGas
Limited, a Calgary, Alberta,
Canada-based company involved in
natural gas marketing, June 1998-
November 1999; President and
Chief Executive Officer of ProGas
Limited, January 1986 to May
1998; and Director of The CGU
Group Canada, Ltd., a property
and casualty insurance company,
since April 1994.
George K. Hickox, Jr. 2000 41 Chairman of the Board and Chief
Executive Officer of the Company
and member of the Executive
Committee of the Board of
Directors since May 25, 2000; in
early 1980's, worked for Texas
Oil & Gas Corporation and
InterFirst Bank Houston N.A.;
thereafter, was vice president at
Copeland, Wickersham & Wiley
where he focused on restructuring
transactions and mergers and
acquisitions. Since 1991, has
been principal in Heller Hickox
Dimeling Schreiber & Park, a
private equity investment firm
focused on the energy sector;
serves as director of NATCO
Group, Inc., a publicly traded
NYSE company, and an officer and
director of several privately
held companies.
4
<PAGE>
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. During 1999, the Audit
Committee consisted of Messrs. Larson, Cushing, and Mosle. The Audit Committee
reviewed reports and recommendations of the Company's independent auditors as
well as the scope of their review and their compensation, and also met with
representatives of management as appropriate. During 1999, the Audit Committee
held two meetings.
During 1999, the Compensation Committee consisted of Messrs. Mosle,
Kimball, Hamilton and Schenck. The Compensation Committee reviewed and
recommended to the Board of Directors the remuneration of the executive officers
of the Company and administered 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 1999, the Compensation Committee held one meeting.
Immediately following the Closing, the Company created an Executive
Committee of the Board. George K. Hickox, Jr., Scott W. Smith, Richard R.
Schreiber and C. Frayer Kimball, III have been appointed to serve on the
Executive Committee. A. Wayne Ritter serves as an advisory member of the
Executive Committee. The Executive Committee has and exercises all powers and
authority of the Board in management of the business and affairs of the Company
on matters which by law do not need whole Board approval. In addition, Executive
Committee approval is required to approve operating or capital expenditures
exceeding $1,000,000 per transaction, unless such expenditures were specifically
approved by the Board as part of the Annual Budget. Whole Board approval is
required to approve (i) any operating or capital expenditure or series of
related expenditures exceeding $2,500,000, unless such expenditure or
expenditures were specifically approved by the Board as a part of the Annual
Budget, (ii) the nomination of members for election to the Board, (iii) the
filling of vacancies in the Board, the Executive Committee or other Board
committee, and (iv) transactions between the Company, on the one hand, and any
Purchaser or any affiliate of any Purchaser, on the other hand.
The Board of Directors held fourteen meetings in 1999. Three of the
seven Directors, Messrs. Cushing, Kimball and Shoup, attended all meetings of
the Board and Committees of which they are members during the period they served
on such. Mr. Schenck attended nine meetings which is less than 75% of such
meetings.
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
---- --- -----------------------------------------------
George K. Hickox, Jr. 41 Chairman of the Board and Chief Executive
Officer of the Company, and member of the
Executive Committee of the Board of Directors
since May 25, 2000; in early 1980's, worked for
Texas Oil & Gas Corporation and InterFirst Bank
Houston N.A.; thereafter, was Vice President at
Copeland, Wickersham & Wiley where he focused
on restructuring transactions and mergers and
acquisitions. Since 1991, has been a principal
in Hickox Dimeling Schreiber & Park, a private
equity investment firm. Presently a director of
NATCO Group, Inc., a publicly traded NYSE
company, and an officer and director of several
privately held companies.
5
<PAGE>
A. Wayne Ritter 60 President of the Company since May 25, 2000;
Vice President, Acquisitions and Production of
the Company, August 1993 - May 2000; 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.
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") and the New York Stock
Exchange 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 the Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file. In 1999, one statement of changes in beneficial
ownership was filed late by Company President A. Wayne Ritter, acting as Vice
President of Acquisitions and Production, 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 1997, 1998 and 1999 to its President and
Chief Executive Officer and each other executive officer of the Company whose
aggregate salary and bonus exceeded $100,000 in 1999 (the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards
------
Number of Securities
Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options/SARs (#) Compensation ($)
--------------------------- ---- ---------- --------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 1999 $ 200,005 (1) -0- 50,000 $ 6,664 (2)
President and Chief 1998 299,250 -0- -0- 8,610
Executive Officer 1997 285,000 15,000 40,000 5,502
A. Wayne Ritter 1999 183,000 -0- 50,000 5,844 (2)
Vice President, 1998 183,000 -0- -0- 5,903
Acquisitions and Production 1997 175,000 10,000 30,000 5,250
Lawrence J. Finn 1999 162,000 -0- 50,000 5,043 (2)
Vice President, Finance and 1998 162,000 -0- -0- 5,088
Chief Financial Officer 1997 152,000 10,000 20,000 4,529
Allan J. Simus(3) 1999 168,000 -0- 35,000 15,842 (4)
President of The Wiser Oil 1998 168,000 -0- -0- 13,442
Company of Canada 1997 160,000 10,000 30,000 12,773
</TABLE>
(1) Mr. Shoup voluntarily reduced his annual salary from $299,250 to $200,005
for 1999.
(2) Consists of (a) matching contributions by the Company in 1999 to the
accounts of Mr. Shoup $4,800, Mr. Ritter $2,112, and Mr. Finn $4,800 under the
Company's Savings Plan and (b) matching contributions by the Company in 1999 to
the accounts of Mr. Shoup $1,315 and Mr. Ritter $3,378 under the Company's non-
qualified Savings Restoration Plan and (c) the dollar value of life insurance
premiums paid by the Company in 1999 for the benefit of Mr. Shoup $549, Mr.
Ritter $354 and Mr. Finn $243.
6
<PAGE>
(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 .673 (Canadian to U.S.) conversion rate.
(4) Consists of (a) $15,175 representing The Wiser Oil Company of Canada's
contribution to the Defined Contribution Pension Plan and (b) $667 representing
the dollar value of life insurance premiums paid by The Wiser Oil Company of
Canada in 1999 on two life insurance policies for his benefit.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options/SARs to the Named Executive Officers in the last fiscal year under the
Company's Stock Option Plan and Share Appreciation Rights Plan:
<TABLE>
<CAPTION>
Individual Grants (1)
---------- ----------
Number of Securities % of Total Options/SARs Grant Date
Underlying Options/SARs Granted to Employees Exercise or Expiration Present Value ($)
Name Granted in Fiscal Year Base Price ($/Sh) Date (2)
---- ------- -------------- ---------- ------ --------
<S> <C> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 37,250/ 14.06%/ $ 5.0000/ 5/17/2009 $ 85,778/
12,750 4.81% 5.0000 5/15/2004 19,983
A. Wayne Ritter Jr. 37,250/ 14.06%/ 5.0000/ 5/17/2009/ 85,778/
12,750 4.81% 5.0000 5/15/2004 19,983
Lawrence J. Finn Jr. 37,250/ 14.06%/ 5.0000/ 5/17/2009/ 85,778/
12,750 4.81% 5.0000 5/15/2004 19,983
Allan J. Simus 26,075/ 9.84%/ 5.0000/ 5/17/2009/ 60,045/
8,925 3.37% 5.0000 5/15/2004 13,988
</TABLE>
(1) All grants to Named Executive Officers during fiscal year 1999 were granted
under the Company's 1991 Stock Incentive Plan and the Company's 1997 Share
Appreciation Rights Plan for SARs. Options and SARs granted on May 18, 1999
became exercisable November 19, 1999. All options have ten-year terms and SARs
have five-year terms, while each were granted with an exercise price less than
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 at the end of the
ten-year option term or five-year SAR term and the following data:
Grant Date
05/18/99
--------
Grant date FMV $3.375
Risk free interest rate 6.01%
Dividend yield 0.00%
Volatility (three year weekly close) 58.64%
OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR VALUES
The following table provides information, with respect to each Named
Executive Officer, concerning unexercised options/SARs held as of the end of the
fiscal year ended December 31, 1999. No Named Executive Officer exercised any
options during 1999.
7
<PAGE>
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at FY-End (#)(1) Options/SARs at FY-End ($)(2)
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Andrew J. Shoup, Jr. 380,000 10,000 $ -0- $ -0-
A. Wayne Ritter 272,500 7,500 -0- -0-
Lawrence J. Finn 165,000 5,000 -0- -0-
Allan J. Simus 157,500 7,500 -0- -0-
</TABLE>
(1) Represents the number of shares of the Company's Common Stock underlying the
options and SARs 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, 1999 was $2.50. Value is calculated on the basis
of the difference between $2.50 and the option/SAR exercise price of an
"in-the-money" option/SAR multiplied by the number of shares of Common Stock
underlying the option/SAR.
Pension Benefits
Each Named Executive Officer, other than Mr. Simus, is covered by the
Company's Retirement Income Plan "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 65 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.
Effective as of December 31, 1999, the Qualified Plan was amended to
"freeze" benefits so that no additional benefits will accrue under the Qualified
Plan for anyone after December 31, 1999. The amendment does not reduce the
benefits accrued under the Qualified Plan on or before December 31, 1998, or
affect the amount of any benefit payments now being made pursuant to the
Qualified Plan. The amendment provides that no new participants will commence
participating in the Plan and no former, terminated or retired participants will
accrue additional benefits in the Plan after December 31, 1999. The amendment
also provides that the accrued benefits of each participant under the Plan
became 100% vested as of December 11, 1999.
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
1999, Messrs. Shoup and 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, 1999 for the
Named Executive Officers were as follows: Mr. Shoup, 7 years; Mr. Ritter, 7
years; and Mr. Finn, 5 years. Mr. Finn is not currently participating 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.
<TABLE>
<CAPTION>
Annual Retirement Benefits for Years of Credited Service
--------------------------------------------------------
Compensation 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $23,444 $ 35,165 $ 46,887 $ 58,609 $ 64,081 $ 69,553
150,000 28,444 42,665 56,887 71,109 78,831 84,553
175,000 33,444 50,165 66,887 83,609 91,581 99,553
200,000 38,444 57,665 76,887 96,109 105,331 114,553
225,000 43,444 65,165 86,887 108,609 119,081 129,553
250,000 48,444 72,665 96,887 121,109 132,831 144,553
275,000 53,444 80,165 106,887 133,609 146,581 159,553
300,000 58,444 87,665 116,887 146,109 160,331 174,553
325,000 63,444 95,165 126,887 158,609 174,081 189,553
350,000 68,444 102,665 136,887 171,109 187,831 204,553
</TABLE>
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. Mr. Simus participates in the Defined
Contribution Pension Plan. 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
9
<PAGE>
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 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 1999, Messrs. Mosle,
Larson and Schenck each elected to receive all of his $12,000 Annual Retainer in
Phantom Shares and were each credited with 3,155 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
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. Pursuant to the
terms of the Directors' Plan, on May 18, 1999, an option to purchase 1,000
shares of Common Stock at an exercise price of $3.56 per share was granted to
each person then serving as a non-employee Director.
Employment Agreements
George K. Hickox Jr. entered into an employment agreement with the
Company effective May 25, 2000. The employment of Mr. Hickox is for a two year
period commencing on the date of the agreement, unless extended by mutual
agreement of the parties or terminated in accordance with the terms thereof.
During the employment term, Mr. Hickox will serve as Chief Executive Officer and
(to the extent elected or appointed as a director of the Company) Chairman of
the Board of the Company, accountable only to the Board. The Employment
Agreement requires that Mr. Hickox devote a substantial majority of his time and
attention to the business affairs of the Company. The Company acknowledges that
Mr. Hickox has outside business interests and has agreed he may devote a portion
of his time and attention to such business interests provided they do not
materially interfere with the performance of his duties under the Employment
Agreement. During the employment term, the Company will pay to Mr. Hickox for
his services a base salary at the rate of $1.00 per year, provided that such
base salary may be adjusted from time to time by the Board at its discretion. In
addition to base salary, Mr. Hickox will be entitled to participate in all
employee benefit plans and programs provided by the Company to its executive
officers generally, subject to terms, conditions and administration of such
plans and programs. However, Mr. Hickox has agreed that, unless otherwise
determined by the Board, he will not be entitled to receive any stock options,
restricted stock or other similar stock-based awards under the Company's stock
incentive plans. The Employment Agreement also contains provisions regarding the
Company furnishing an automobile and housing for Mr. Hickox's use in Dallas, and
the reimbursement by the Company of certain of his travel
10
<PAGE>
expenses. The Board may terminate Mr. Hickox's employment for cause, and Mr.
Hickox has the right to terminate his employment at any time by providing at
least 30 days prior written notice.
On July 1, 1991, the Company entered into an employment agreement with
Andrew J. Shoup, Jr. The employment agreement, as amended effective June 1,
1999, provided that Mr. Shoup would serve as President and Chief Executive
Officer of the Company through the close of business on June 1, 2000, unless
extended by agreement for an annual salary of not less than $200,000 per year.
In addition to such annual salary, which could be increased from time to time by
the Board of Directors, Mr. Shoup was 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 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 provided that Mr. Shoup would 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 June 1, 1999, provided that Mr. Ritter would serve as Vice President,
Acquisitions and Production of the Company through the close of business on June
1, 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. On May 25, 2000, Mr.
Ritter was appointed to the position of President of the Company. The agreement
also provides that Mr. Ritter will be covered by such employee benefit plans as
are applicable to executive employees of the Company.
Lawrence J. Finn entered into an employment agreement with the Company
effective November 1, 1993. The employment agreement, which was amended
effective June 1, 1999, provided that Mr. Finn would serve as Vice President,
Finance and Chief Financial Officer of the Company through the close of business
on June 1, 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. Mr. Finn's
employment agreement terminated upon his resignation from all employee and
manager positions with the Company and all of its subsidiaries effective as of
June 30, 2000.
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 June 1, 1999, provided that Mr. Simus would serve as President
of The Wiser Oil Company of Canada through the close of business on June 1,
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. Mr. Simus' employment agreement terminated upon his resignation from all
employee and manager positions with the Company and all of its subsidiaries
effective as of June 30, 2000.
The employment agreements of Messrs. Shoup, Ritter, Finn and Simus each
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 for cause or the employee for any reason other than 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
11
<PAGE>
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.
The Closing of the transactions contemplated by the Stock Purchase
Agreement and the Warrant Purchase Agreement constituted a "Change of Control"
under the employment agreements described above. Consequently, after that event,
Mr. Shoup, whose employment agreement had been entered into in 1991, became
entitled to cash severance in the amount of $838,000 upon his resignation from
his positions as Chairman and Chief Executive Officer of the Company immediately
following the Closing. Mr. Shoup and the Company entered into a Severance
Consulting and Non Competition Agreement to memorialize the severance payment
under the employment agreement and to secure Mr. Shoup's agreement to provide
certain consulting services, not to compete with the Company and to confirm
certain other administrative matters. Under the terms of the Severance
Consulting and Non Competition Agreement, Mr. Shoup agreed not to compete with
the Company for a six-month period beginning June 1, 2000 and to provide certain
consulting services to the Company during such six-month period in consideration
for receiving $150,000 payable in six monthly installments.
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 1999. 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 1999 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 or restricted stock.
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.
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. The bonus plan reinforces 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.
Management may be entitled to receive long-term equity incentive award
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.
12
<PAGE>
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 or restricted stock 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 1999,
the Committee reviewed and approved base salary increases for certain executive
officers that were implemented in March 1999. 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.
Bonuses are awarded based on both the overall performance results of
the Company relative to expectations and on individual overall contributions to
1999 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.
No salary increases or incentive bonuses were granted by the Committee
for 1999.
1999 Compensation for the Chief Executive Officer
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
approved an increase in Mr. Shoup's salary from $285,000 to $299,250 per annum.
The Committee considered industry standards and the Company's goal to
approximate the median of competitive practices with respect to base salaries.
In January 1999, Mr. Shoup voluntarily reduced his annual salary from
$299,250 to $200,000.
13
<PAGE>
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
C. Frayer Kimball, III
A. W. Schenck, III
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, 1999, 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
<TABLE>
<CAPTION>
December 31
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
The Wiser Oil Company $100 $ 86.73 $ 143.95 $103.71 $ 15.87 $ 18.67
Peer Group Index 100 135.05 201.57 187.63 103.58 125.72
Broad Market Index 100 137.58 169.17 225.61 290.09 351.13
</TABLE>
Companies in the peer group are as follows: Equity Oil Company; Forest
Oil Corporation; Plains Resources, Incorporated; Swift Energy Company; and Tom
Brown, Inc. 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, 1994, and reinvestment
of dividends.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of June 13, 2000, unless otherwise
indicated, the beneficial ownership of Common Stock by: (i) the only persons
known by the Company to beneficially own in excess of 5% of the outstanding
Common Stock; (ii) each director of the Company; (iii) the Chief Executive
Officer and each of the other three most highly compensated executive officers
of the Company for the year ended December 31, 1999; and (iv) all of the
directors and executive officers of the Company as a group. Except as otherwise
indicated, each of the persons named has sole voting and investment power with
respect to the shares of Common Stock beneficially owned by that person.
14
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Owner Shares Beneficially Owned
------------------------ -------------------------
Directors and Executive Officers: Number Percent
--------------------------------- ------ -------
<S> <C> <C>
George K. Hickox, Jr. 3,998,830 (1)(2) 30.93%
Scott W. Smith 3,980,830 (1) 30.80%
Jon L. Mosle, Jr. 38,700 (2)(3) *
A. W. Schenck, III 11,540 (3) *
Lorne H. Larson 10,000 (3) *
C. Frayer Kimball, III 17,583 (2)(4) *
Richard R. Schreiber 2,469,600 (5) 21.62%
Andrew J. Shoup, Jr. 387,250 (6) 4.16%
A. Wayne Ritter 272,250 (7) 2.96%
Lawrence J. Finn 160,250 (8) 1.76%
Allan J. Simus 159,075 (2)(9) 1.75%
All Directors and executive officers
as a group (11 persons, including
those named above) 5,063,278 (1)(2)(10) 36.46%
Holders of 5% or More Not Named Above:
--------------------------------------
Dimensional Fund Advisors Inc. 644,775 (11) 7.20%
Cross Timbers Oil Company 500,000 (12) 5.59%
Paul F. Glenn, Trustee 477,500 (13) 5.33%
Wiser Investment Company, LLC 3,973,030 (14) 30.74%
Douglas P. Heller 3,980,730 (15) 30.78%
Dimeling, Schreiber and Park 2,469,600 (16) 21.62%
William R. Dimeling 2,469,600 (17) 21.62%
Steven G. Park 2,469,600 (17) 21.62%
</TABLE>
* Represents less than 1% of outstanding Common Stock.
(1) Mr. Hickox and Mr. Smith, as managers of WIC, have shared voting power over
3,973,030 shares of Common Stock and have shared dispositive power over
1,503,430 shares of Common Stock. In addition, Mr. Hickox has shared voting and
dispositive power over an additional 25,800 shares of Common Stock owned by his
wife and Mr. Smith has sole voting and dispositive power over an additional
7,800 shares of Common Stock.
15
<PAGE>
(2) Includes shares owned by spouses and children (Mr. Hickox, 25,800 shares;
Mr. Kimball, 455 shares; Mr. Mosle, 5,000 shares; Mr. Simus, 500 shares; and all
directors and executive officers as a group, 31,755 shares), as to which, in
each case, the directors and executive officers disclaim beneficial ownership.
(3) Includes, for each such person, 9,000 shares covered by presently
exercisable stock options under the 1991 Non-Employee Directors' Stock Option
Plan.
(4) Includes 8,250 shares covered by presently exercisable stock options under
the 1991 Non-Employee Directors' Stock Option Plan.
(5) As a partner of DS&P, Mr. Schreiber has shared voting and dispositive power
over 2,469,600 shares of Common Stock.
(6) Includes 367,250 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(7) Includes 259,750 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(8) Includes 152,250 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(9) Includes 148,575 shares covered by presently exercisable stock options
under the 1991 Stock Incentive Plan.
(10) Includes an aggregate of 963,075 shares covered by presently exercisable
stock options held by directors and executive officers.
(11) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 644,775 shares of the
Company's Common Stock as of December 31, 1999, all of which shares are held in
portfolios of four investment companies for which Dimensional serves as an
investment advisor, and certain other investment vehicles including commingled
group trusts, for which Dimensional serves as an investment manager. In its
capacity as investment advisor and investment manager, Dimensional possesses
both voting and investment power over these shares. Dimensional disclaims
beneficial ownership of all such shares. The foregoing information was obtained
from Dimensional and from a Schedule 13G dated February 4, 2000 filed by
Dimensional with the Securities and Exchange Commission.
(12) Cross Timbers Oil Company, a Delaware corporation, is deemed to have
beneficial ownership of 500,000 shares of Common Stock. Cross Timbers Oil
Company has the sole voting power and dispositive power with respect to the
500,000 shares of Common Stock it beneficially owns. These shares were purchased
for and are held for investment purposes by Cross Timbers Oil Company. The
foregoing information was obtained from Cross Timbers Oil Company and from
Amendment No. 1 to Schedule 13D dated May 25, 2000 filed by Cross Timbers Oil
Company and Cross Timbers Trading Company with the Securities and Exchange
Commission and Amendment No. 2 to Schedule 13D dated June 16, 2000 filed by
Cross Timbers Oil Company with the Securities and Exchange Commission.
(13) Paul F. Glenn, Trustee, Paul F. Glenn Revocable Trust (the "Trustee") is
deemed to have beneficial ownership of 477,500 shares of Common Stock, including
77,500 shares of Common Stock held by the Glenn Foundation. The Trustee has the
sole power to vote or direct the vote and to dispose or direct the disposition
of 400,000 shares of Common Stock and has shared power to vote or direct the
vote and to dispose or direct the disposition of 77,500 shares of Common Stock
held by the Glenn Foundation. The foregoing information was obtained from a
Schedule 13D dated November 2, 1999 filed by the Trustee with the Securities and
Exchange Commission.
(14) WIC is deemed to have beneficial ownership of 3,973,030 shares of Common
Stock upon conversion of the Preferred Stock and the Warrants. WIC has sole
voting power and dispositive power with respect to 1,503,430 shares of Common
Stock underlying the Preferred Stock and Warrants purchased by WIC. WIC has
shared voting power with respect to 2,469,600 shares of Common Stock underlying
the Preferred Shares purchased by DS&P.
(15) Mr. Douglas P. Heller, as a manager of WIC, has shared voting power over
3,973,030 shares of Common Stock and has shared dispositive power over 1,503,430
shares of Common Stock. Mr. Heller has shared voting and dispositive power over
an additional 7,700 shares of Common Stock owned by his children.
16
<PAGE>
(16) DS&P has sole dispositive power with respect to the 2,469,600 shares of
Common Stock and sole voting power as to certain matters with respect to the
2,469,600 shares of Common Stock.
(17) Mr. William R. Dimeling and Mr. Steven G. Park, as partners of DS&P, have
shared voting and dispositive power over the 2,469,600 shares of Common Stock.
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, 2000. 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
If a stockholder intends to present a proposal for action at the 2001
annual meeting and wishes to have such proposal considered for inclusion in the
Company's proxy materials in reliance on Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, the proposal must be submitted in writing and
received by the Company by December 10, 2000. Such proposals must also meet the
other requirements of the rules of the Commission relating to stockholders'
proposals. Proposals and nominations should be addressed to the President of the
Company, A.Wayne Ritter, 8115 Preston Road, Suite 400, Dallas, Texas 75225.
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
A. Wayne Ritter
President
Dallas, Texas
July 6, 2000
A copy of the Company's Form 10-K Annual Report for the fiscal year ended
December 31, 1999, 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 Joyce M. Moore, The Wiser Oil Company, 8115 Preston
Road, Suite 400, Dallas, Texas 75225.
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<PAGE>
THE WISER OIL COMPANY
Annual Meeting of Stockholders To Be Held August 14, 2000
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of The Wiser Oil Company (the "Company") hereby
constitutes and appoints A. Wayne Ritter, Clay Cox 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, August 14, 2000, at 3:00 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 June 26, 2000 as follows, and in
the discretion of the proxies on all other matters properly coming before the
meeting or any adjournment thereof.
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.
Please complete, date and sign this Proxy Card on the reverse side and return it
promptly in the enclosed business reply envelope.
. FOLD AND DETACH HERE .
<PAGE>
<TABLE>
<S> <C> <C>
your votes as
indicated in X
this example
(1) In the election of Directors for a term of three years expiring in 2003:
FOR all nominees listed WITHHOLD C. Frayer Kimball, III, Scott W. Smith
listed at the right AUTHORITY
(except as marked to vote fore all INSTRUCTION: To withhold authority to vote for any individual nominee(s)
to the contrary) nominees listed 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. 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___________________________, 2000
_____________________________________
_____________________________________
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.
</TABLE>
. FOLD AND DETACH HERE .
