rule 425 Filing, 02/25/04

Filed by Equity Oil Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934

Subject Company: Equity Oil Company
Commission File Number: 000-00610

 

On February 25, 2004, Equity Oil Company distributed the following press release.

 

NEWS RELEASE

RELEASED AT 7:00 AM MST February 25, 2004

 

CONTACTS: Paul Dougan, President
Dave Donegan, Vice President
(801) 521-3515

 

Equity Oil Reports Fourth Quarter and Year-End 2003 Results

SALT LAKE CITY – (PR Newswire) – February 25, 2004 – Equity Oil Company (NASDAQ NM: EQTY) today reported fourth quarter net income of $560,000 or five cents per diluted common share. This compares to fourth-quarter 2002 net income of $97,140, or one cent per diluted common share. Total net revenues for the fourth quarter were $7.5 million compared to total net revenues of $7.1 million for the same period last year.

For the full year, Equity reported net income of $2.1 million, or 17 cents per diluted common share. This compares to 2002 net income of $1.0 million, or eight cents per diluted share. This represents the fifth consecutive year Equity reported positive net income. Cash flow from operations was $11.5 million for 2003, a 20% increase compared to $9.6 million in 2002. Total weighted average shares outstanding on a fully diluted basis for 2003 were 12.4 million, unchanged from 2002. Total net revenues for 2003 were $27.8 million versus 2002’s total net revenues of $23.7 million.

Equity produced 565,000 barrels of oil and 3,253 MMcf of natural gas in 2003 as compared to 634,000 barrels of oil and 4,198 MMcf of natural gas in 2002. Year end 2003 reserves as prepared by Ryder Scott Company, L.P. are 9.9 million barrels of oil and 28,081 MMcf of natural gas or 14.6 million barrels of oil equivalent. This compares to 10.5 million barrels of oil and 36,588 MMcf of natural gas reserves at year end 2002, or 16.6 million barrels of oil equivalent. The after-tax discounted present value of standardized measure as required by the Securities and Exchange Commission, using year end prices and a discount factor of 10% is $95.7 million at year end 2003 compared to $105.3 million at year end 2002. The pre-tax discounted present value of those reserves using the same criteria is $131.9 million, down from $146.3 million at year end 2002.

On February 2, 2004, Equity Oil Company announced the signing of a definitive merger agreement with Whiting Petroleum Corporation (NYSE: WLL). The merger agreement provides for a stock-for-stock exchange under which Equity shareholders will receive 0.185 shares of Whiting stock for each share of Equity. The merger will result in Whiting and Equity shareholders owning approximately 88.4% and 11.6% of the combined company, respectively. The Boards of Directors of both companies have unanimously approved the merger, which is expected to be treated as a tax-free reorganization. The merger is subject to the approval of shareholders owning two-thirds of the outstanding Equity shares and other standard closing conditions. Equity intends to call a special meeting of its shareholders during the second quarter of 2004 to consider and vote on the merger. The parties expect to complete the merger as soon as practical following approval by the Equity shareholders.

 

 

About Equity Oil Company

Equity Oil Company’s oil and gas exploration operations are focused in California, Colorado, North Dakota and Wyoming. Equity’s headquarters are in Salt Lake City, Utah with technical and operating offices in Denver, Colorado and Cody, Wyoming. More information about Equity is available on the internet at www.equity-oil.com.

 

Forward-Looking Statement

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as "believes," "anticipates" or "expects," or words of similar import. The forward looking statements reflect Equity’s current views with respect to future events and financial performance. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated. A discussion of important factors that could cause actual results to differ materially from those projected is included in the company’s periodic reports filed with the Securities and Exchange Commission (the "SEC"). Such factors include, among others, risks inherent in exploration and development activities generally, mechanical risks, risks that reserve estimates or that the assumptions underlying them are inaccurate and uncertainties regarding future gas and oil prices and the availability of capital. These risks and uncertainties also include Whiting's and Equity's ability to complete the merger in a timely manner or at all, the failure of Equity's shareholders to approve the merger, the risk that the business of Equity will not be integrated successfully into Whiting, the risk that the cost savings from the merger may not be fully realized or may take longer to realize than expected, and other factors discussed in the filings of Whiting and Equity with the SEC. Investors should consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

 

Information Regarding Proposed Acquisition by Whiting Petroleum

This press release may be deemed to be solicitation material in respect of the proposed acquisition of Equity by Whiting. In connection with the proposed transaction, a registration statement on Form S-4 and other relevant documents will be filed with the SEC. Shareholders of Equity are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that will be part of the registration statement, because they will contain important information about the proposed transaction. After these documents are filed with the SEC, investors and security holders will be able to obtain them free of charge at the SEC’s website, www.sec.gov, or by requesting them from Whiting Petroleum Corporation, Attn: Corporate Secretary, 1700 Broadway, Suite 2300, Denver, Colorado 80290-2300 or from Equity Oil Company, Attn.: Corporate Secretary, 10 West Broadway, Suite 806, Salt Lake City, Utah 84110-0959.

Whiting and Equity and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Whiting’s directors and executive officers is available in its prospectus, dated November 19, 2003, filed with the SEC, and information regarding Equity’s directors and executive officers is available in its proxy statement filed with the SEC on April 14, 2003. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Financial Tables follow

 

INCOME STATEMENT DATA

(In thousands, except per share data)

 

Quarter Ended December 31, Year Ended December 31,
2003 2002 2003 2002
Revenues
Oil and gas sales

$7,426 

$7,182 

$30,227 

$23,679 

Gain (loss) from hedging activities

Other income

(65)

149 

(222)

140 

(2,765)

363 

(305)

310 

Total revenues

7,510 

7,100 

27,825 

23,684 

Expenses
Leasehold operating costs

2,051 

2,678 

8,592 

8,332 

Depreciation, depletion & amortization

2,438 

2,274 

8,114 

7,675 

Impairment of proved oil and gas properties

54 

54 

Equity loss in Symskaya Exploration, Inc.

57 

179 

57 

179 

Leasehold abandonments

32 

32 

3-D seismic

200 

25 

215 

Exploration

49 

449 

908 

General and administrative

608 

666 

3,097 

2,410 

Production and exploration overhead

305 

458 

1,605 

1,424 

Accretion expense

15 

219 

Interest

255 

371 

1,097 

1,176 

Total expenses

5,817 

6,886 

23,287 

22,379 

Income from continuing operations before income taxes

1,693 

214 

4,538 

1,305 

Provision for income taxes

1,133 

165 

2,106 

658 

Income from continuing operations

560 

49 

2,432 

647 

Discontinued operations
Income from operations of properties sold, net of provision for income taxes

48 

90 

354 

Gain on sale of properties, net of provision for income taxes

655 

Income before cumulative effect of accounting change

560 

97 

3,177 

1,001 

Cumulative effect of change in accounting, net of benefit from income taxes

(1,062)

Net income

$560 

$97 

$2,115 

$1,001 

SHARE INFORMATION
Income from continuing operations

$0.05 

$0.21 

$0.05 

Income from discontinued operations

0.01 

0.06 

0.03 

Income before cumulative effect of accounting change

0.05 

0.01 

0.27 

0.08 

Cumulative effect of change in accounting

(0.09)

Basic net income per common share

$0.05 

$0.01 

$0.18 

$0.08 

Basic weighted average shares outstanding

12,014 

12,396 

12,014 

12,300 

Diluted weighted average shares outstanding

12,311 

12,554 

12,403 

12,430 

Diluted net income per share

$0.04 

$0.01 

$0.17 

$0.08 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

Dec. 31,

Dec. 31,

2003

2002

Assets
Current assets

$10,062 

$7,043 

Property and equipment, net

66,146 

69,026 

Other assets

499 

731 

Total assets

$76,707 

$76,800 

Liabilities and Stockholders’ Equity
Current liabilities

Asset Retirement Obligation

$2,803 

3,242 

$4,652 

-- 

Long-term debt

29,000 

34,500 

Deferred income taxes

5,657 

4,398 

Stockholders’ equity

36,005 

33,250 

Total liabilities and stockholders’ equity

$76,707 

$76,800 

Long-term debt to total assets

38%

45%

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

Quarter Ended December 31, Year Ended December 31,
2003 2002 2003 2002
Net income

$560 

$97 

$2,115 

$1,001 

Depreciation, depletion and amortization

2,438 

2,274 

8,113 

7,674 

Accretion expense

15 

219 

Impairment of proved oil and gas properties

54 

54 

Property abandonments

115 

115 

Equity loss in Symskaya Exploration, Inc.

57 

179 

57 

179 

Gain (loss) on sale of oil and gas properties

14 

(1,264)

18 

Cumulative effect of change in accounting

1,062 

Change in other assets

(183)

(72)

(5)

Deferred income tax expense

672 

66 

1,500 

580 

Change in asset retirement obligations

(176)

(176)

Changes in working capital

(268)

2,066 

(193)

46 

Net cash provided by operating activities

3,230 

4,678 

11,543 

9,559 

Net cash used in investing activities

(990)

(1,756)

(2,389)

(36,070)

Net cash provided (used in) financing activities

(2,146)

(5,469)

26,898 

Net increase (decrease) in cash

2,247 

776 

3,685 

387 

Cash and cash equivalents at beginning of period

2,786 

572 

1,348 

961 

Cash and cash equivalents at end of period

$5,033 

$1,348 

$5,033

$1,348 

 

 

 

 

 

 

Equity Oil Company

(and Consolidated Subsidiaries)

PRODUCTION, PRICE DATA AND UNIT ANALYSIS

  

Quarter Ended December 31, Year Ended December 31,
2003 2002 2003 2002
Oil (MBbL)

138 

157 

565 

637 

Gas (MMcf)

712 

1,198 

3,253 

4,198 

Total production (MBOE)

257 

357 

1,107 

1,334 

Average oil price/BBL

$32.03 

$22.87 

$26.15 

$21.97 

Average gas price/MCF

$4.22 

$3.08 

$3.73 

$2.48 

Average price/BOE

$28.90

$20.38 

$24.80 

$18.25 

Unit Margin Analysis, per BOE
Total revenues

$29.22 

$20.77 

$25.13 

$18.48 

Lease operating costs

(7.98)

(7.74)

(7.76)

(6.44)

G&A

(3.06)

(1.86)

(2.79)

(1.81)

Gross Profit

18.18 

11.17 

14.58 

10.23 

Interest expense

$.99 

$1.04 

0.99 

0.88 

Cash flow

$17.19 

$10.13 

$13.59 

$9.35 

DD&A

$8.80 

$6.37 

$7.33 

$5.75 

 

 

 

Year End 2003 Proved Oil & Gas Reserves

United States

Canada

Total

Oil

Gas

Oil

Gas

Oil

Gas

December 31, 2003:
Proved developed and undeveloped reserves:
Beginning of year

8,968 

33,796 

1,581 

2,792 

10,549 

36,588 

Revisions of previous estimates** (985) (4,513) (354) (1,101) (1,339) (5,614) 
Extensions and discoveries 1,598  1,383  1,598  1,383 
Sales of minerals in place (335) (1,023) (335) (1,023)
Improved recovery 36  36 
Production (494) (3,170) (71) (83) (565) (3,253)
End of year 9,123  27,496  821  585  9,944  28,081 
Proved developed reserves:
Beginning of year 7,558  29,173  1,483  6,974  9,041  31,891 
End of year 6,910  21,738  708  7,558  7,619  22,271 

 

** Negative oil revisions were largely attributable to increased operating expense reducing the economic life of proven producing properties as well as an increase of the forecast decline rate in the Company’s remaining Canadian asset. The negative gas revisions were chiefly associated with pre-mature water encroachment in several wells in our Yolo County property in the Sacramento Basin of California. In addition, one of three undeveloped locations drilled in the Todhunters Lake field in Yolo County found poor reservoir quality resulting in a downward revision.