Each one in plain English, with the numbers worked through for a shareholder.
12 Dec 2000listing compliance notice● NeutralMajor
Home-Stake deregistered both its common stock and preferred share purchase rights under Section 12(g), now operating from Cortez's Plano, Texas offices - confirming the Cortez acquisition had closed by year-end 2000 as planned.
The signed Agreement and Plan of Merger among Cortez Oil & Gas, its acquisition subsidiary Cortez Acquisition Company, and Home-Stake was filed as an exhibit, along with separation agreements for departing Chairman/CEO Robert C. Simpson and officer Chris K. Corcoran.
Home-Stake agreed to be acquired by Cortez Oil & Gas, Inc. for $11.00/share in cash; the Home-Stake board approved the deal unanimously, its own directors and their spouses (holding about 21.1% of the shares) committed to vote in favor, and Stephens Inc. served as the board's financial advisor. No further dividends would be paid pending the expected year-end 2000 closing.
FY1999 net income rebounded to $2,374,632 (from the $4,732,213 loss in 1998) as crude oil prices recovered sharply (average sales price up 40% to $16.93/barrel).
Home-Stake registered the new Preferred Share Purchase Rights themselves (created by the renewed rights plan) as their own class of security under Exchange Act Section 12(g).
The board adopted a renewed shareholder rights plan ('poison pill'), replacing the one expiring January 3, 2000, with a new dividend of one preferred-share purchase right per common share, exercisable at $22.00.
Home-Stake registered 451,736 shares (already-outstanding stock options) under its 1997 Incentive Stock Plan, worth about $2.1 million at the then-current $4.70 share price.
FY1998 swung to a $4,732,213 net loss (from $2,162,482 net income in 1997), driven by a $4,775,867 impairment write-down of producing properties amid the industry-wide 1998 oil and gas price collapse, plus higher interest expense from financing the Bass Properties purchase; working capital showed a $900,000 deficit and the company needed a bank covenant waiver to keep paying dividends.
An amendment adding the audited financial statements and pro forma information required for the Bass Properties acquisition, also disclosing the purchase was financed under an Amended and Restated Loan Agreement with NationsBank, N.A.
Home-Stake bought the 'Bass Properties' - 18 non-operated producing gas properties across Oklahoma (led by the Wilburton Field in Latimer County, 99.6% of the value) from Sid R. Bass, Inc. et al. for about $6.6 million in a competitive-bid open sale, effective January 1, 1998; the properties held an estimated 6.4 Bcf of proved gas reserves.
8 Jan 1998asset acquisition disposition▲ GoodMajor
Shareholders of both companies approved the merger on December 11, 1997, and HSRC was merged into Home-Stake on December 31, 1997, with Home-Stake issuing about 2,742,203 new shares to former HSRC holders.
Home-Stake proposed merging its long-affiliated equity investee, The Home-Stake Royalty Corporation (HSRC), into itself: HSRC holders would get 48.66 New HSOG shares per HSRC share and existing HSOG holders would get 30 New HSOG shares per old share (effectively a 30-for-1 split), pending shareholder votes at a special meeting.
The Home-Stake Oil & Gas Company, incorporated in Oklahoma in 1917 (originally an oil/gas royalty and mineral-leasing business, later an active working-interest driller from the 1950s, credited with discovering several south-central Kansas oil fields), reported FY1996 net income up 236% to $1,437,674 (from $428,185 in 1995) on higher oil and gas prices; its long-standing equity affiliate, The Home-Stake Royalty Corporation (HSRC), separately earned $1,844,161.