Each one in plain English, with the numbers worked through for a shareholder.
15 July 2004capital raising announcement● NeutralMajor
The private placement that opened in June closed on June 30, 2004: 1.38 million shares at $1.75 plus three-year warrants for 1.38 million shares at $2.50, raising $2,415,000, fully subscribed. If the resale registration is not effective by December 31, 2004, the company must issue another 345,000 shares and warrants to the buyers. This resolves the earlier offering announcement and adds dilution from new shares and warrants.
What it means for a shareholder
1.4m new shares at $1.75 to raise about $2.4m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
2 July 2004asset acquisition disposition▲ GoodMajor
On June 17, 2004 the company bought operated working interests in three South Texas gas fields (Tom Lyne, Scott & Hopper, Cameron) for about $7.5 million from Texas Independent Exploration, GulfCoast Acquisitions, Frederick Zimmerman and others. Payment was about $5.7 million cash (including about $3.1 million more borrowed from Compass Bank), a roughly $1.8 million 7% six-year subordinated note convertible at $2.00 per share, a commitment to drill four wells within 24 months, a gas price-sharing deal through June 2008, and a warrant for 300,000 shares at $2.50. Net production is about 1.4 Mmcfd. Further financial statements are promised within 60 days.
18 June 2004capital raising announcement● NeutralMajor
The company completed the first closing of a private placement of units, each of 15,000 common shares plus a warrant for 15,000 shares at $2.50, priced at $26,250 per unit, for up to 92 units and $2,415,000 in total. Proceeds partly paid for its South Texas gas field acquisition. If the resale registration is not effective within six months of the final closing, buyers get extra units worth 25% of their subscription, which would dilute existing holders.
By this filing the company is Whittier Energy Corporation, incorporated in Nevada, so the reincorporation and name change appear to have been completed (inference from the filing's header). It bought an average 73% operated working interest in the Cut Off Field, Lafourche Parish, Louisiana for $1.65 million, paid with $650,000 of working capital and $1.0 million from its Compass Bank revolving credit line, and increased its Bonnie View Field interest to 71.38% for about $95,000. It plans to drill the Schirmer 1-19 well in May 2004, will sidetrack the Cavenham Forest 5-1 well in the Beaver Dam Creek Field, hired EnerCom for investor relations, and moved headquarters to 333 Clay Street, Houston.
The final proxy was filed for the December 16, 2003 special meeting (record date Nov 24) to vote on a one-for-ten reverse split and merging into the Nevada subsidiary, which would change the legal name to Whittier Energy Corporation. It confirms 94,462,539 common shares outstanding and the same large holders as the preliminary proxy (Whittier Holdings 36.6%, Whittier Ventures 32.3%, Whittier Trust 27.1%). The filing excerpt does not give the vote result. This moves the open thread from preliminary to definitive.
A second amendment repeats the auditor change: J.H. Cohn was dismissed after the merger and replaced by Brown Armstrong, with no disagreements and no reportable events. It adds that this covers the interim period up to dismissal and attaches J.H. Cohn's letter to the SEC dated November 24, 2003. It adds no new financial figures.
The company said it dismissed its auditor J.H. Cohn LLP after the merger (not a resignation) and chose Brown Armstrong, Whittier's own auditor, in its place. It also filed Whittier's historical financials: Whittier had 2002 revenue of $3.641 million and net income of $491 thousand, and the combined company showed a nine-month 2003 net loss of $118 thousand on revenue of $4.413 million, including a $733 thousand write-down of partnership investments. The filing states no disagreements with J.H. Cohn and no adverse opinions from it. This follows the earlier Nov 3 promise of an amended 8-K with Whittier's financials, and it replaces the auditor engaged in May 2003.
The company filed a preliminary proxy for a December 16, 2003 special meeting to vote on a one-for-ten reverse stock split and on merging into its Nevada subsidiary Whittier Energy Corporation, which would move its incorporation from Wyoming to Nevada and change its name. This carries out the name change flagged after the merger. About 94.5 million common shares are outstanding, and Whittier Holdings, Inc. is listed with 36.6% and Whittier Ventures LLC (via its trustees) with 32.3%, while Pollock and Pierce hold 2.3% and 1.4%.
In a shareholder update, the company confirmed the September 10 merger, the move to Houston (with an office in Carlsbad, California, and Vancouver kept at least through February 2004), and that it trades on the OTCBB as OLYR while operating as Whittier Energy Corporation. Whittier is treated as the accounting acquirer, so the company will adopt a calendar year-end and the successful efforts method, and says it is preparing an 8-K amendment with Whittier's historical financials and a 10-QSB for September 30, 2003, due in November 2003.
The Whittier merger closed on September 10, 2003, making Whittier a wholly owned subsidiary of Olympic; each of Whittier's 100,000 shares became 793.93142 Olympic common shares plus one preferred share (convertible into 60 common shares once 6,000,000 more shares are authorized), leaving former Whittier holders with about 85%. Headquarters moved to Houston, the board and officers were replaced (Rhodes CEO, Jeffs Chairman, Young CFO), Pollock received a warrant for 450,000 shares at $0.20, and a name change to Whittier Energy Corporation is planned at the next annual meeting. Olympic brought non-operated gas interests mainly in California; Whittier brought operated interests in one Texas field and two Louisiana fields plus non-operated interests in about fifteen fields. This completes the merger announced in August.
Olympic Resources told shareholders that its subsidiary WEC Acquisition had agreed on July 8, 2003 to merge with Whittier Energy Company (a Nevada corporation), with Whittier's holders to receive Olympic common and Series A preferred stock and end up with about 85% of Olympic's common stock after conversion. The board is to be mostly replaced (Jeffs, Dahl, Sorensen, Rhodes and Buckner joining; Bryce Rhodes to become CEO), and existing shareholders' stakes will be reduced significantly. No shareholder vote is required because Olympic's own consent as WEC's sole shareholder suffices.
The company (then filing as Olympic Resources Ltd., a Wyoming corporation based in Vancouver) changed auditors: Davidson & Company resigned on May 6, 2003 'due to a mutual understanding' with management, and J. H. Cohn LLP of San Diego was engaged. The filing states there were no unresolved disagreements and no adverse or qualified opinion from Davidson.
