UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 25, 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 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 |_|.
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Schedule 13D Schedule 13D - Page 2 of 4
CUSIP No. 437356108
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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*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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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
385,630
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
385,630
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10 SHARED DISPOSITIVE POWER
142,916
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,546
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
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14 TYPE OF REPORTING PERSON*
IN
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Schedule 13D - Page 3 of 4
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, and by Amendment No. 2 thereto filed with the Commission on July 2, 1999
(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.
This Amendment No. 3 to the Schedule 13D is being filed to reflect certain
dispositions of Common Stock of the Company. Those items of the Schedule 13D for
which there has been no change in the information previously reported are
omitted from this Amendment No. 3.
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 528,546 shares of Common Stock
of the Company, which based on the Company's Proxy Statement dated April
12, 1999, represents approximately 12.3% of the outstanding shares of
Common Stock. Of the shares of Common Stock beneficially owned, 291,225
shares and currently exercisable options to acquire 20,000 shares are held
in Mr. Morris' name and 65,522 shares are held in an Individual Retirement
Account 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 142,916 shares held by Mr. Morris' wife.
(b) Mr. Morris has the sole voting power and the sole dispositive power over
385,630 shares of Common Stock currently owned or which may be acquired
upon the exercise of currently exercisable options. He has no voting power
but has share dispositive power with respect to the 142,916 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.
(c) On May 28, 1999, 1,000 shares of Common Stock held in trust for the benefit
of Mrs. Morris were sold at a price of $4.125 per share. On June 1, 1999,
an additional 1,000 shares of Common Stock held in trust were sold at a
price of $4.00; and, on June 25, 1999, 76,660 shares of Common Stock held
in trust were sold at a price of $4.00 per share.
On June 25, 1999, Mr. Morris sold 22,384 shares of Common Stock held in a
Keogh account at a price of $4.00 per share.
On June 25, 1999, 2,000 shares of Common Stock held by Mrs. Morris were
sold at a price of $4.00 per share.
In addition, 302 shares of Common Stock previously reported on the Schedule
13D which were held by Mrs. Morris as custodian for the benefit of two
minor children were transferred to the children. The children are no longer
minors and reside outside the Morris household. Mr. Morris disclaims
beneficial ownership of these shares.
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Schedule 13D - Page 4 of 4
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
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I. Wistar Morris, III
Date: July 8, 1999
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