HOME STAKE OIL & GAS CO
SC 13D/A, 2000-12-12
OIL & GAS FIELD EXPLORATION SERVICES
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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. 4)*


                          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 12, 2000
             (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(e), 13d-1(f) or 13d-1(g), check the following box
|_|.




<PAGE>




Schedule 13D                                        Schedule 13D - Page 2 of 3
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*

         Not Applicable
-------------------------------------------------------------------------------
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            7   SOLE VOTING POWER

       SHARES                 -0-
                           ----------------------------------------------------
    BENEFICIALLY           8   SHARED VOTING POWER

      OWNED BY                 -0-
                           ----------------------------------------------------
        EACH               9   SOLE DISPOSITIVE POWER

      REPORTING                -0-
                           ----------------------------------------------------
       PERSON              10  SHARED DISPOSITIVE POWER

        WITH                   -0-
-------------------------------------------------------------------------------

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         -0-
-------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                           |_|
-------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         0.0%
-------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*

         IN
-------------------------------------------------------------------------------

<PAGE>


                                                   Schedule 13D - Page 3 of


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, by Amendment No. 2 thereto filed with the  Commission on July 2, 1999, and
by  Amendment  No. 3  thereto  filed  with the  Commission  on July 8,  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.  4 to the  Schedule  13D is  being  filed  to  reflect  the
disposition 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. 4.


                  Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended as follows:

On December 12, 2000,  Cortez  Acquisition  Company was merged with and into the
Company.  Pursuant to the merger,  the Common Stock of the Company was converted
into the right to receive $11.00 in cash per share. In addition, all outstanding
options to purchase  Common  Stock of the Company  were  canceled and each stock
option represents only the right to receive a certain cash payment. Accordingly,
Mr.  Morris,  individually  and through his  immediate  family and a corporation
controlled by Mr. Morris, no longer beneficially owns any shares of Common Stock
of the Company.  Further,  on or about December 12, 2000, the Company filed with
the Commission a Form 15 terminating the registration of the Common Stock of the
Company under the Securities Exchange Act of 1934, as amended.

                                    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:  December 12, 2000

<PAGE>




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