SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VINEYARD OIL AND GAS CO.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
None
(CUSIP Number)
Vasilios T. Nacopoulos, Esq.
Knox McLaughlin Gornall & Sennett, P.C.
120 West Tenth Street, Erie, Pa. 16501-1461
(814) 459-2800
[email protected]
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 1999
(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 Rule 13d-1(e), 13d-
1(e), or 13d-1(g), check the following box [ ].
<PAGE>
CUSIP No. None
1) NAMES OF REPORTING PERSONS. IRS IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Wilbur E. Johnson, Jr., on behalf of a group of shareholders
described in Items 2 through 6, below.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3) SEC USE ONLY
4) SOURCE OF FUNDS
Other--OO
See Item 3, below.
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7) SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED 194,011.25 (3.8%) (See Item 5)
BY EACH REPORTING
PERSON WITH 8) SHARED VOTING POWER
None (See Item 5)
9) SOLE DISPOSITIVE POWER
194,011.25 (3.8%) (See Item 5)
10) SHARED DISPOSITIVE POWER
None (See Item 5)
<PAGE>
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Wilbur E. Johnson, Jr. individually owns 194,011.25 shares.
The group currently has beneficial ownership of 871,735.88 shares.
(See Item 5 for the ownership of the individual group members)
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Wilbur E. Johnson, Jr. individually owns approximately 3.8%
of the outstanding shares. The group currently has beneficial
ownership of approximately 17.1% of the outstanding shares. (See
Item 5 for the percentage ownership of the individual group
members)
14) TYPE OF REPORTING PERSON
Individual--IN
<PAGE>
The purpose of this first amendment is to report the extension
of the agreement between the group members reproduced at Exhibit
A until the last day of February, 2000. See Exhibit B.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Vineyard Oil &
Gas Co. whose principal executive offices are located at 10299
West Main Road, North East, PA 16428. The Company's mailing
address is P.O Box 391, North East, PA 16428.
ITEM 2. IDENTITY AND BACKGROUND
The members of the group of shareholders to which this
statement relates are as follows:
Wilbur E. Johnson, Jr.
1324 South Shore Drive
Erie, PA 16505
Occupation/Employment: Retired
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
W. Eric Johnson
4404 Prestwick Drive
Erie, PA 16506
Occupation/Employment: Stockbroker
Thomas F. White & Co., Inc. Investment Securities
3800 West Twelfth Street
Erie, PA 16505
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
James J. Concilla
20 Blaine Street
North East, PA 16428
Occupation/Employment: President
Vineyard Oil & Gas Co.
10299 West Main Road
North East, PA 16428
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
<PAGE>
Margaret J. Concilla
20 Blaine Street
North East, PA 16428
Occupation/Employment: None
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
Luigi Mazza
11787 East Lake Road
North East, PA 16428
Occupation/Employment: Semi-retired Farmer
Mazza Vineyards
11815 East Lake Road
North East, PA 16428
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
H. Gunther Edelmann
1746 Ridgecrest Road
North East, PA 16428
Occupation/Employment: Retired
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
Beverly W. Edelmann
1746 Ridgecrest Road
North East, PA 16428
Occupation/Employment: Retired
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
Charles L. Valone
185 Sunset Beach Road
North East, PA 16428
Occupation/Employment: Retired
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
Alice E. Valone
185 Sunset Beach Road
North East, PA 16428
Occupation/Employment: Retired
Criminal Convictions in Last Five Years: None
Securities Law Proceedings in Last Five Years: None
Citizenship: United States of America
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The group acquired beneficial ownership of the shares by
virtue of the formation of the group (see Exhibit A), and the
group did not expend any funds to acquire such shares. The
sources and amounts of funds each group member originally used
to acquire their securities are as follows:
Wilbur E. Johnson, Jr.
Source: Personal/No Loans
Amount: $49,082.98
W. Eric Johnson
Source: Personal/No Loans
Amount: $8,409.85
James J. Concilla
Source: Personal/No Loans
Amount: $6,000.00
James J. Concilla and Margaret J. Concilla, Jointly
Source: Personal/No Loans
Amount: $6,495.00
Luigi Mazza
Source: Personal/No Loans
Amount: $3,000.00
H. Gunther Edelmann and Beverly W. Edelmann, Jointly
Source: Personal/No Loans
Amount: $6,000.00
Charles L. Valone and Alice E. Valone, Jointly
Source: Personal/No Loans
Amount: $6,000.00
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the group is to attract a purchaser for the
stock of the group members. The undertaking of the group is set
forth in Exhibit A attached hereto. The tasks of Wilbur E.
Johnson, Jr. are to act as a finder of potential purchasers, to
seek any financial or legal advice regarding the potential sale of
shares, and to make any necessary filings with the SEC on behalf
of the group. Therefore, the undertaking may result in the
acquisition of the securities by another person.
Exhibit A, referenced above, has been extended until the last day
of February, 2000 by Exhibit B, attached below.
However, to the best of Wilbur E. Johnson, Jr.'s knowledge,
the group does not have any plan or proposal which relates to or
would result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any
of its subsidiaries; a sale or transfer of a material amount of
assets of the issuer or any of its subsidiaries; any change in the
present board of directors or management of the issuer, including
any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; any material
change in the present capitalization or dividend policy of the
issuer; any other material change in the issuer's business or
corporate structure; changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the issuer by any person; a
class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or any action similar to any of those enumerated in this
paragraph.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate number of shares of Common Stock of the Issuer
identified in Item 1 that are beneficially owned by the group of
persons listed in Item 2 equals 871,735.88 shares, which is
approximately 17.1% of the approximately 5.1 Million shares of
stock outstanding.
The members of the group retain the individual voting rights
as to their respective shares, except in the instances where some
of the group members are joint owners of shares. Neither the
group nor Wilbur E. Johnson has the right to vote the shares of
the group members. The disposition rights of the shares are
dictated by the agreement among the group members contained in
Exhibit A. Generally, each group member has agreed to dispose of
their shares at the price at which Wilbur E. Johnson, Jr. is able
to dispose of his shares, provided that he can dispose of his
shares at a price equal or in excess of the amount specified by
each group member. Some group members have specified a price of
forty cents per share and others have specified fifty cents per
share. However, the disposition rights of the individual group
members cannot be unilaterally exercised on behalf of the group by
any one person. According to the agreement contained in Exhibit A
below, Wilbur E. Johnson, Jr. may only find purchasers who are
interested in buying the stock owned by the group members. He may
not enter into any agreements with potential purchasers for the
sale of the other group members' stock.
Exhibit A, referenced above, has been extended until the last day
of February, 2000 by Exhibit B, attached below.
The following is a list of each group member's respective
sole and shared voting and disposition rights (all percentages
have been rounded to the nearest one/tenth percent):
Wilbur E. Johnson, Jr.
Sole voting power over 194,011.25 shares (3.8%)
Shared voting power over no shares
Sole disposition power over 194.011.25 shares (3.8%)
Shared disposition power over no shares
W. Eric Johnson
Sole voting power over 38,345.63 shares (0.8%)
Shared voting power over no shares
Sole disposition power over 38,345.63 shares (0.8%)
Shared disposition power over no shares
<PAGE>
James J. Concilla
Sole voting power over 137,625 shares (2.7%)
Shared voting power over 162,375 shares owned jointly with
Margaret J. Concilla (3.2%)
Sole disposition power over 137,625 shares (2.7%)
Shared disposition power over 162,375 shares owned jointly
with Margaret J. Concilla (3.2%)
Margaret J. Concilla
Sole voting power over no shares
Shared voting power over 162,375 shares owned jointly with
James J. Concilla (3.2%)
Sole disposition power over no shares
Shared disposition power over 162,375 shares owned jointly
with James J. Concilla (3.2%)
Luigi Mazza
Sole voting power over 75,000 shares (1.5%)
Shared voting power over no shares
Sole disposition power over 75,000 shares (1.5%)
Shared disposition power over no shares
H. Gunther Edelmann
Sole voting power over no shares
Shared voting power over 124,379 shares owned jointly with
Beverly W. Edelmann (2.4%)
Sole disposition power over no shares
Shared disposition power over 124,379 shares owned jointly
with Beverly W. Edelmann (2.4%)
Beverly W. Edelmann
Sole voting power over no shares
Shared voting power over 124,379 shares owned jointly with
H. Gunther Edelmann (2.4%)
Sole disposition power over no shares
Shared disposition power over 124,379 shares owned jointly
with H. Gunther Edelmann (2.4%)
Charles L. Valone
Sole voting power over no shares
Shared voting power over 140,000 shares owned jointly with
Alice E. Valone (2.7%)
Sole disposition power over no shares
Shared disposition power over 140,000 shares owned jointly
with Alice E. Valone (2.7%)
<PAGE>
Alice E. Valone
Sole voting power over no shares
Shared voting power over 140,000 shares owned jointly with
Charles L. Valone (2.7%)
Sole disposition power over no shares
Shared disposition power over 140,000 shares owned jointly
with Charles L. Valone (2.7%)
According to the knowledge of Wilbur E. Johnson, Jr., there
have been no transactions in the common stock that were effected
during the past sixty days by the members of the group.
According to the knowledge of Wilbur E. Johnson, Jr., no
other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the
securities owned by members of the group.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
According to the knowledge of Wilbur E. Johnson, Jr., no
contract, arrangement, understandings or relationships (legal or
otherwise) exist between the members of the group with respect to
the common stock of the issuer except as indicated in this
Schedule and in Exhibit A hereto.
In addition, Exhibit A, referenced above, has been extended until
the last day of February, 2000 by Exhibit B, attached below.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Letter agreement to group members with
counterpart signature pages.
Exhibit B: First Amendment of Finder Agreement
<R/>
SIGNATURE
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.
Date: November 22, 1999
/s/ Wilbur E. Johnson, Jr.
Wilbur E. Johnson, Jr.
<PAGE>
EXHIBIT A
Letter Agreement To Group Members With Counterpart Signature Pages
Fellow Shareholder:
You are aware that Vineyard Oil & Gas has been contacted,
from time to time, regarding a sale of the Company. For one
reason or another no such transaction has been consummated.
The purpose of this letter is to inform you of my undertaking
to find a buyer for my stock. Generally, a buyer would like
assurance that a sufficient number of shareholders are willing to
sell in order to make the due diligence and efforts of the buyer
worthwhile. To demonstrate that there are a significant number of
shares available for a buyer, consider the undertaking described
below.
I hope to identify enough like-minded shareholders so that I
can find meaningful buyers. If I can identify a potential buyer
and the candidate makes an offer to purchase our stock, then you
can decide whether to accept the deal with respect to your shares.
It is important to clarify what I will undertake, and what I
will not be undertaking. I will only attempt to find people or
entities interested in purchasing enough shares to purchase the
holdings of those persons who express an interest to sell. I will
not negotiate specific terms with such buyers on your behalf, nor
will I give any advice as to the value of the shares or the future
prospects of the Company. I will not be responsible for holding
any shares or funds other than my own.
I am not expecting to receive any compensation for my
efforts. My benefit is the opportunity to sell my stock in the
Company. However, I would like to be reimbursed for my
out-of-pocket expenses. Contacting shareholders of the Company for
the transaction described requires filings with the Securities and
Exchange Commission. The preparation of these forms, phone, mail
and copying expenses is expected to total $5,000.00. If I am
successful in identifying a buyer, I ask that you participate in
the reimbursement of these expenses. Your share of the costs and
expenses will be pro-rated based upon the total number of shares
held by the shareholders who express an interest in my finding a
buyer. If I cannot find a buyer, then you would pay nothing.
In order to have time to contact shareholders and identify
buying candidates, I ask that you refrain from selling your shares
for a period of 120 days.
If you have any questions concerning this undertaking, please
contact me as soon as possible. If you would like to be included
in this effort, I will need you to complete the information on the
enclosed form and return it to me. A copy of this form is
enclosed for your records.
Sincerely,
/s/ Wilbur E. Johnson, Jr.
Wilbur E. Johnson, Jr.
<PAGE>
I accept the proposed undertaking of Wilbur E. Johnson, Jr. to
find a buyer candidate or candidates. I authorize Wilbur E.
Johnson, Jr. to make appropriate filings with the SEC as may be
necessary or desirable as a result of my acceptance of the
undertaking. I agree to sell my shares at the same price Wilbur
E. Johnson, Jr. agrees to sell his own shares for, provided that
such price is equal to or in excess of $.50 per share.
Signature: /s/ Wilbur E. Johnson, Jr. Date: 7-15-99
Print Name: Wilbur E. Johnson, Jr.
<PAGE>
I accept the proposed undertaking of Wilbur E. Johnson, Jr. to
find a buyer candidate or candidates. I authorize Wilbur E.
Johnson, Jr. to make appropriate filings with the SEC as may be
necessary or desirable as a result of my acceptance of the
undertaking. I agree to sell my shares at the same price Wilbur
E. Johnson, Jr. agrees to sell his own shares for, provided that
such price is equal to or in excess of $.50 per share.
Signature: /s/ W. Eric Johnson Date: 7-16-99
Print Name: W. Eric Johnson
<PAGE>
I accept the proposed undertaking of Wilbur E. Johnson, Jr. to
find a buyer candidate or candidates. I authorize Wilbur E.
Johnson, Jr. to make appropriate filings with the SEC as may be
necessary or desirable as a result of my acceptance of the
undertaking. I agree to sell my shares at the same price Wilbur
E. Johnson, Jr. agrees to sell his own shares for, provided that
such price is equal to or in excess of $.40 per share.
Signature: /s/ James J. Concilla Date: 7/22/99
Print Name: James J. Concilla
<PAGE>
I accept the proposed undertaking of Wilbur E. Johnson, Jr. to
find a buyer candidate or candidates. I authorize Wilbur E.
Johnson, Jr. to make appropriate filings with the SEC as may be
necessary or desirable as a result of my acceptance of the
undertaking. I agree to sell my shares at the same price Wilbur
E. Johnson, Jr. agrees to sell his own shares for, provided that
such price is equal to or in excess of $.40 per share.
Signature: /s/ James J. Concilla Date: 7/22/99
/s/ Margaret J. Concilla
Print Name: James J. Concilla
Margaret J. Concilla
<PAGE>
I accept the proposed undertaking of Wilbur E. Johnson, Jr. to
find a buyer candidate or candidates. I authorize Wilbur E.
Johnson, Jr. to make appropriate filings with the SEC as may be
necessary or desirable as a result of my acceptance of the
undertaking. I agree to sell my shares at the same price Wilbur
E. Johnson, Jr. agrees to sell his own shares for, provided that
such price is equal to or in excess of $.40 per share.
Signature: /s/ Luigi Mazza Date: 7-22-99
Print Name: Luigi Mazza
<PAGE>
I accept the proposed undertaking of Wilbur E. Johnson, Jr. to
find a buyer candidate or candidates. I authorize Wilbur E.
Johnson, Jr. to make appropriate filings with the SEC as may be
necessary or desirable as a result of my acceptance of the
undertaking. I agree to sell my shares at the same price Wilbur
E. Johnson, Jr. agrees to sell his own shares for, provided that
such price is equal to or in excess of $.40 per share.
Signature: /s/ H. Gunther Edelmann Date: 7-23-1999
/s/ Beverly W. Edelmann 7-23-1999
Print Name: H. Gunther Edelmann
Beverly W. Edelmann
<PAGE>
I accept the proposed undertaking of Wilbur E. Johnson, Jr. to
find a buyer candidate or candidates. I authorize Wilbur E.
Johnson, Jr. to make appropriate filings with the SEC as may be
necessary or desirable as a result of my acceptance of the
undertaking. I agree to sell my shares at the same price Wilbur
E. Johnson, Jr. agrees to sell his own shares for, provided that
such price is equal to or in excess of $.40 per share.
Signature: /s/ Charles L. Valone Date: July 23-99
/s/ Alice E. Valone
Print Name: Charles L. Valone
Alice E. Valone
<PAGE>
EXHIBIT B
FIRST AMENDMENT OF
FINDER AGREEMENT
THIS FIRST AMENDMENT OF FINDER AGREEMENT ("Amendment") is
entered into as of the dates indicated below by the undersigned
parties (the "Group Members").
WHEREAS, each Group Member executed a letter agreement
substantially in the form attached hereto as Exhibit A (the
"Letter Agreement") whereby they agreed to refrain from selling
their shares of Vineyard Oil and Gas Company (the "Company") for
one hundred and twenty (120) days for the purpose of giving Wilbur
E. Johnson, Jr. the opportunity to find a purchaser for the Group
Members' shares in the Company;
WHEREAS, the Group Members wish to extend the agreement.
NOW THEREFORE, intending to be legally bound, the Group Members
agree as follows:
1. The Letter Agreement signed by each Group Member shall be
retroactively extended such that the Group Members agree not to
sell their shares until the last day of February, 2000.
2. All the other terms of the Letter Agreement are hereby
reaffirmed and shall continue in full force and effect.
NOW THEREFORE, the Group Members have set their hand hereto on
the dates indicated below:
/s/ Wilbur E. Johnson, Jr. 11/12/99 /s/ H. Gunther Edelmann 11/20/99
__________________________ ________ _______________________ ________
Wilbur E. Johnson, Jr. Date H. Gunther Edelman Date
/s/ W. Eric Johnson 11/13/99 /s/ Beverly W. Edelmann 11/20/99
__________________________ ________ _______________________ ________
W. Eric Johnson Date Beverly W. Edelman Date
/s/ Luigi Mazza 11/20/99 /s/ Charles L. Valone 11/22/99
__________________________ ________ _______________________ ________
Luigi Mazza Date Charles L. Valone Date
/s/ James J. Concilla 11/20/99 /s/ Alice E. Valone 11/22/99
__________________________ ________ _______________________ ________
James J. Concilla Date Alice E. Valone Date
/s/ Margaret J. Concilla 11/20/99
__________________________ ________
Margaret J. Concilla Date
