SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 9, 1998
PEASE OIL AND GAS COMPANY
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(Exact name of registrant as specified in its charter)
Nevada 0-6580 84-0285520
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
751 Horizon Court, Suite 203, Grand Junction, Colorado 81506-8718
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(Address of principal executive offices) (Zip Code)
Registrant telephone number including area code: (970) 245-5917
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Item 5. OTHER EVENTS.
The date of expiration of Registrant's outstanding Common Stock Purchase
Warrants, exercisable at $6.00 per share, and which are publicly traded (Nasdaq
Small-Cap Market: WPOGW) is being extended by the Registrant for one additional
year. As extended, the warrants will now expire at the close of business August
13, 1999.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report.
(a) Exhibits.
Exhibit 10.1. Amendment to Warrant Agency Agreement dated as of March
3, 1998.
Exhibit 99. Press Release dated March 4, 1998.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 9, 1998
PEASE OIL AND GAS COMPANY
By /s/ Willard H. Pease, Jr.
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Willard H. Pease, Jr., President
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EXHIBIT INDEX
Exhibit Description Page No.
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10.1 Amendment to Warrant Agency Agreement dated
as of March 3, 1998. 5
99 Press Release dated March 4, 1998 7
4
AMENDMENT TO WARRANT AGENCY AGREEMENT
between
PEASE OIL AND GAS COMPANY
and
AMERICAN SECURITIES TRANSFER & TRUST, INC.
Dated as of March 3, 1998
<PAGE>
This Amendment to Warrant Agency Agreement ("Amended Agreement"), dated as
of March 3, 1998, is between Pease Oil and Gas Company (formerly Willard Pease
Oil and Gas Company), a Nevada corporation (the "Company"), and American
Securities Transfer & Trust, Inc. (formerly American Securities Transfer, Inc.),
a Colorado corporation (the "Warrant Agent").
WHEREAS, the Company and the Warrant Agent entered into a Warrant Agency
Agreement ("Agreement") dated as of August 23, 1993 and the Agreement was
amended as of January 5, 1995;
WHEREAS, the Company desires to extend the "Expiration Date" as defined in
Section 2 of the Agreement;
WHEREAS, Section 29 of the Agreement provides that "the Company and the
Warrant Agent may from time to time supplement or amend the Agreement without
the approval of any Warrant holders . . . to make any other provisions in regard
to matters or questions arising hereunder which the Company and the Warrant
agent may deem necessary or desirable and which shall not adversely affect the
interests of the Warrant Holders, including . . . the making of any provisions
for an extension of the Expiration Date . . ."; and
WHEREAS, the Company and the Warrant Agent wish to enter into this Amended
Agreement to reflect the extension of the Expiration Date of the Warrants such
that the Warrants shall expire, if not previously exercised by holders, on
August 13, 1999.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
1. Amendment. The first paragraph of Section 2 of the Agreement and such
other portions of the Agreement referencing the Expiration Date are hereby
amended to reflect that:
". . . Each Warrant Certificate shall entitle the registered holder
thereof, subject to the provisions of this Agreement, as amended, and
of the Warrant Certificate, to purchase, on or before the close of
business on August 13, 1999 (the "Expiration Date"), one fully paid
and non-assessable share of Common Stock for each Warrant evidenced by
such Warrant Certificate, . . ."
2. No Other Amendments. All other terms and conditions of the Agreement, as
heretofore amended, shall remain in full force and effect. This Amendment to
Warrant Agreement shall be made a part of the Agreement and be interpreted in
conjunction therewith.
IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement
to be duly executed, in counterparts, effective as of the day and year first
above written.
PEASE OIL AND GAS COMPANY AMERICAN SECURITIES TRANSFER
& TRUST, INC.
By /s/ Willard H. Pease, Jr. By /s/ Kellie Gwinn
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Willard H. Pease, Jr., President Title: Senior VP
PEASE OIL & GAS COMPANY
PEASE OIL & GAS COMPANY ANNOUNCES EXTENSION OF
OUTSTANDING WARRANTS
FOR IMMEDIATE RELEASE - March 4, 1998
Grand Junction, Colorado - March 4, 1998 - Pease Oil and Gas Company (NASDAQ:
WPOG) announced that the expiration date for its outstanding warrants
exercisable at $6.00 per share (NASDAQ: WPOGW) has been extended for one year.
The warrants, which were to have expired August 13, 1998, will now expire at the
close of business on August 137 1999.
Mr. Willard H. Pease, Jr., the Company's president, stated that, "The Board of
Directors of the Company has concluded that it would be appropriate to extend
the expiration date for these outstanding warrants to afford the holders a
continued opportunity to participate in the potential future growth of the
Company."
Pease Oil and Gas Company is a 30-year old Company traded on NASDAQ with the
symbols WPOG (common) and WPOGW (warrants). For more information please contact
Patrick J. Duncan, CFO at (970) 245-5917 or Steve Antry at (714) 752-5212.
