UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HOME-STAKE OIL & GAS COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
437356108
(CUSIP Number)
I. Wistar Morris, III
c/o The Pennsylvania Trust Company
Five Radnor Corporate Center, Suite 452
100 Matsonford Road
Radnor, Pennsylvania 19087
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1997
(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 |_|.
<PAGE>
- --------------------- --------------------------
Schedule 13D Schedule 13D - Page 2 of 5
CUSIP No. 437356108
- --------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I. Wistar Morris, III
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
388,014
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
388,014
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
223,878
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
611,892
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
Schedule 13D - Page 3 of 5
Item 1. Security and Issuer
I. Wistar Morris, III hereby amends the Schedule 13D originally filed with the
Securities and Exchange Commission (the "Commission") on December 2, 1996, as
amended by Amendment No. 1 thereto, filed with the Commission on February 11,
1998 (as amended, the "Schedule 13D"), which relates to the common stock, par
value $.01 per share (the "Common Stock"), of 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
Item 2 of the Schedule 13D is hereby amended as follows:
(b) Business Address: Five Radnor Corporate Center,
Suite 452 100 Matsonford
Road Radnor, PA 19087
(c) Present Principal Occupation: Mr. Morris is President of Morris Investment
Management Company, a registered investment advisor, and a Senior
Consultant to Pennsylvania Trust Company, an NASD registered broker-dealer.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended as follows:
This Amendment No. 2 to Mr. Morris' Schedule 13D is being filed to correct the
previously reported shares of Common Stock acquired and beneficially owned by
Mr. Morris as a result of the merger of The Home-Stake Royalty Corporation with
and into the Company as described in Item 4 below.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended as follows:
Effective December 31, 1997, The Home-Stake Royalty Corporation, an Oklahoma
corporation ("Royalty"), was merged with and into the Company (the "Merger").
Pursuant to the Merger, (i) holders of the outstanding common stock of Royalty
(other than the Company which also held shares of common stock of Royalty)
received 48.66 shares of the Company's Common Stock for each share of Royalty
Common Stock owned at the time of the Merger and (ii) the Company's Common Stock
was split on a 30-for-1 basis. One whole share of Common Stock was issued in
lieu of any fractional shares otherwise issuable to holders of Royalty common
stock in the Merger.
Pursuant to the Merger, Mr. Morris, immediate family members and affiliates
acquired 461,622 shares of Common Stock in exchange for the shares of Royalty
<PAGE>
Schedule 13D - Page 4 of 5
common stock beneficially owned by such parties. Mr. Morris incorrectly reported
454,341 shares of Common Stock as being acquired in the Merger in exchange for
the shares of Royalty Common Stock beneficially owned by such parties. The
shares of Common Stock beneficially owned by Mr. Morris, his immediate family
and affiliates are held for personal investment.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended as follows:
(a) Mr. Morris, individually and through his immediate family and a corporation
controlled by Mr. Morris, beneficially owns 611,892 shares of Common Stock
of the Company, which based on the Company's Proxy Statement dated April
12, 1999, represents approximately 14.3% of the outstanding shares of
Common Stock. Of the shares of Common Stock beneficially owned, 291,225
shares are held in Mr. Morris' name and 65,522 and 22,384 shares are held
in an Individual Retirement Account and a KEOGH account, respectively, for
his benefit. In addition, 8,883 shares are held by Morris Investment
Management Company, of which Mr. Morris is the principal owner. There are
144,916 shares held by Mr. Morris' wife, 78,660 shares of common stock held
in trust for the benefit of Mr. Morris' wife; and 302 shares of Common
Stock held for the benefit of two minor children in custodianship, as to
which Mr. Morris' wife is custodian.
(b) Mr. Morris has the sole voting power and the sole dispositive power over
388,014 shares of Common Stock. He has no voting power but has share
dispositive power with respect to the 223,878 shares held by members of his
immediate family.
Martha Morris, Mr. Morris' wife, has sole voting power and shares
dispositive power with respect to the shares she holds individually and as
custodian and the shares held in trust for her benefit. Mrs. Morris'
address is 234 Broughton Lane, Villanova, PA 19085. Mrs. Morris has not,
during the last five years, been a party to a civil 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 judgement, 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. Mrs. Morris is a United States citizen.
(c) Within the sixty days preceding the date of this Schedule 13D, Mr. Morris
acquired 461,622 shares of Common Stock in connection with the Merger
described in response to Item 4 above. These shares were acquired in
exchange for 9,237 shares of common stock of Royalty.
<PAGE>
Schedule 13D - Page 5 of 5
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: July 1, 1999
<PAGE>
