SUPPLEMENT
TO
PEASE OIL AND GAS COMPANY
PROSPECTUS
DATED
APRIL 23, 1998
On December 1, 1998 Pease Oil and Gas Company completed a reverse stock
split. As a result of the reverse stock split, the total number of authorized
shares of common stock which we may issue was reduced from 40,000,000 shares to
4,000,000 shares. Correspondingly, each 10 shares of outstanding common stock
were automatically reduced to one share. Following the reverse stock split there
were approximately 1,600,705 shares of common stock outstanding.
As a result of the reverse stock split, this Prospectus relates to resale
by the Selling Securityholders named in the Prospectus of 1,025,885 shares of
common stock to be issued to such persons upon conversion of Series B 5% PIK
Cumulative Convertible Preferred Stock of the Company for resale by the Selling
Securityholders. As a result of the reverse stock split, the price at which the
Series B 5% PIK Cumulative Convertible Preferred Stock may be converted into
common stock of the Company was adjusted. As of December 2, 1998, the conversion
price would be approximately $0.86. The conversion price may not be higher than
$8.29 in the future under terms of the preferred stock. Using the conversion
price on December 2, 1998, the outstanding shares of Series B 5% PIK Cumulative
Convertible Preferred Stock of the Company would be convertible into
approximately 6.3 million shares of common stock. The Company presently has only
approximately 1.54 million shares of unreserved common stock which would be
available for issuance if the preferred stock is converted.
All information included in our Prospectus dated April 23, 1998 is hereby
modified as necessary to reflect the reverse stock split described above.
The date of this Prospectus is December 2, 1998
