UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report - December 31, 1997
(Date of earliest event reported)
Commission file number 0-19766
THE HOME-STAKE OIL & GAS COMPANY
(Exact name of small business issuer as specified in its
charter)
Oklahoma 73-0288030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 East 5th Street, Suite
2800 Tulsa, Oklahoma 74103
(Address of principal executive offices)
(918) 583-0178
Registrant's telephone number
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Item 2. Acquisition of Assets
(a) and (b)
On December 11, 1997, at a Special Meeting of the stockholders of The
Home-Stake Oil & Gas Company (the "Company"), such Stockholders approved the
issuance of approximately 2,742,203 shares of the Company's common stock
pursuant to the Agreement of Merger, dated August 14, 1997, as amended on
September 24, 1997 (the "Agreement"), by and between the Company and The
Home-Stake Royalty Corporation ("HSRC"). Also on December 11, 1997, at a Special
Meeting, the stockholders of HSRC approved and adopted the Agreement. The merger
of HSRC with and into the Company was consummated on December 31, 1997.
The Agreement is incorporated herein by reference from Appendix A to the
Prospectus contained in Amendment No. 2 to the Company's Registration Statement
on Form S-4 (Registration No. 333-33989), filed with the Securities and Exchange
Commission on October 21, 1997, and declared effective by the Commission on
October 29, 1997 (the "Registration Statement"). A description of the Merger,
including additional responses to the information requested in this Item 2, is
contained in the Registration Statement, the text of which is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required by this item are set out in the
Registration Statement and are incorporated herein by reference.
(b) Pro forma financial information.
The pro forma financial information required by this item is set out
in the Registration Statement and is incorporated herein by reference.
(c) Exhibits
Exhibit No. Description
2 Agreement of Merger, dated August 14, 1997, and amended
on September 14, 1997, by and between the Company and
HSRC (incorporated herein by reference to Annex A to
the Prospectus contained in Amendment No. 2 to the
Registration Statement on Form S-4, Registration No.
333-33989, filed on October 29, 1997).
99 News Release dated January 5, 1998 regarding the
effectiveness of the merger.
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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, thereunto duly authorized.
The Home-Stake Oil & Gas Company
(Registrant)
Date: January 7, 1997 By: /s/ Robert C. Simpson
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Robert C. Simpson
Chairman of the Board, C.E.O.,
President and Treasurer
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NEWS RELEASE
The Home-Stake Oil & Gas Company
Tulsa, Oklahoma January 5, 1998
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The merger of The Home-Stake Royalty Corporation (HSRC) with and into The
Home-Stake Oil & Gas Company (HSOG) became effective December 31, 1997. All
trading in HSRC and HSOG common stock after the effective date will be done
after giving consideration to the recapitalization of HSOG. As an example, one
share of HSRC before the effective date represents 48.66 shares of new HSOG
stock (fractional shares round up to nearest whole share). One share of HSOG
before the effective date represents 30 shares of HSOG after the effective date.
The new CUSIP # for the new HSOG stock is 437356-10-8.
The exchange of all HSRC and HSOG stock certificates into new HSOG
certificates will be done later this month by the new Transfer Agent, Bank One
Trust Company, N.A. Each stockholder in each of the two companies shall receive
a letter of instruction or "Letter of Transmittal" explaining the procedure for
exchanging their stock. Stockholders should do nothing regarding the exchange of
their stock until they receive this letter of transmittal.
In August, 1997, an application was filed with NASDAQ to have the new HSOG
stock trade on t heir National Market System. Final approval by NASDAQ is
pending, but expected this week.
CONTACT: ROBERT C. SIMPSON (918) 583-0178
