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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
THE HOME-STAKE OIL & GAS COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
437632 10 2
(CUSIP Number)
I. Wistar Morris, III
c/o Boenning & Scattergood, Inc.
200 Four Falls Corp. Center, Suite 208
West Conshohocken, PA 19428
(610) 832-5303
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1996
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
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CUSIP No. 437632 10 2 Page 2 of 6 Pages
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- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I. Wistar Morris, III
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
2,100
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
2,100
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10 SHARED DISPOSITIVE POWER
2,909
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,009
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Schedule 13D
Page 3 of 6
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $20.00 per share
(the "Common Stock"), of The Home-Stake Oil & Gas Company, an Oklahoma
corporation (the "Company"), whose principal executive offices are located at 15
E. 5th Street, Suite 2800, Tulsa, Oklahoma 74103-4311.
Item 2. Identity and Background
(a) Name: I. Wistar Morris III
(b) Business Address: 200 Four Falls Corporate Center
Suite 208 West
Conshohocken, PA 19428-2958
(c) Present Principal Occupation: Mr. Morris is President of Morris Investment
Management Company, a registered investment advisor, and a registered
representative with Boenning and Scattergood, an NASD registered
broker-dealer.
(d) Mr. Morris has not, during the last five years, been convicted in a
criminal proceeding.
(e) Mr. Morris has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D covers 5,009 shares of Common Stock beneficially owned by
Mr. Morris individually and through his immediate family. All such shares of
Common Stock were purchased through personal funds.
Item 4. Purpose of Transaction
The purpose for the acquisition of shares of Common Stock beneficially
owned by Mr. Morris and his immediate family is for personal investment. With
respect to the investment in Common Stock, Mr. Morris does not have any present
intentions or plans which relate to or would result in:
(a) The acquisition of additional securities of the Company or the
disposition of securities of the Company, other than additional shares
<PAGE>
Schedule 13D
Page 4 of 6
which may be purchased from time to time on the open market or through
private purchases solely for investment purposes;
(b) An extraordinary corporate transaction, such as a merger,
reorganization of liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national
securities association.
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Mr. Morris, individually and through his immediate family,
beneficially owns 5,009 shares of Common Stock of the Company, which
based on the Company's interim report for the quarter ended September
30, 1996, represents approximately 5.6% of the outstanding shares of
Common Stock. Of the 5,009 shares of Common Stock beneficially owned
by Mr. Morris individually and through his immediate family, 1,100
shares are held in his name and 1,000 shares are held in an Individual
Retirement Account for his benefit. There are 1,909 shares of Common
Stock held by Mr. Morris' wife in nominee name and 1,000 shares held
in trust for the benefit of his wife.
(b) Mr. Morris has the sole voting power and the sole dispositive power
over 2,100 shares of Common Stock. He has no voting power but he has
shared dispositive power with respect to the 2,909 shares held by
members of his immediate family.
Mr. Morris' wife has sole voting power and shares dispositive power
with respect to the shares held in nominee name for her benefit and
the shares held in the Trust account for her benefit. Mrs. Morris'
address is 234 Broughton Lane, Villanova PA 19085. Mrs. Morris has
not, during the last five years, been convicted in a criminal
proceeding, and she has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
<PAGE>
Schedule 13D
Page 5 of 6
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws. Mrs. Morris is a United States citizen.
(c) Within the sixty days preceding the date of this Schedule 13D, Mr.
Morris acquired 1,000 shares of Common Stock on November 18, 1996, in
an open market purchase through a broker-dealer at $110 per share.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
Schedule 13D
Page 6 of 6
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.
/s/ I. Wistar Morris III
--------------------------
I. Wistar Morris III
Date: November 26, 1996
<PAGE>
