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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 20, 2000
PETROGLYPH ENERGY, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 000-23185 74-2826234
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(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification No.)
1302 N. GRAND
HUTCHINSON, KANSAS 67501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 665-8500
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 20, 2000, Petroglyph Energy, Inc., a Delaware corporation (the
"Company"), and III Exploration Company, an Idaho corporation and a wholly-owned
subsidiary of Intermountain Industries, Inc. ("IIIX"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that,
on the Effective Date (as defined in the Merger Agreement), a wholly-owned
acquisition subsidiary of IIIX ("Merger Sub") will merge with and into the
Company, and the Company will become a wholly-owned subsidiary of IIIX (such
events constituting the "Merger"). Once the Merger is consummated, Merger Sub
will cease to exist as a corporation and all of the business, assets,
liabilities and obligations of Merger Sub will be merged into the Company, with
the Company remaining as the surviving corporation (the "Surviving Corporation")
and a wholly-owned subsidiary of IIIX.
As a result of the Merger, each outstanding share of the Common Stock, par
value $0.01 per share (the "Company Common Stock"), other than shares owned by
the Company, and/or IIIX, will be converted into the right to receive merger
consideration of $2.85.
The Merger is conditioned upon the approval of a majority of the shares of
Company Common Stock. The Company intends to seek stockholder approval and
consummate the Merger as soon as practicable.
A copy of the Merger Agreement is attached as Exhibit 2.1. The foregoing
summary of the Merger Agreement is qualified in its entirety by reference to the
full text of the exhibit. A joint press release announcing the execution of the
Merger Agreement was issued on June 20, 2000. A copy of the press release is
attached as Exhibit 99.1.
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Item 7(c). FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
Item Description
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2.1 Agreement and Plan of Merger among III Exploration Company
and the Company dated June 20, 2000 (schedules and exhibits
omitted)
99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PETROGLYPH ENERGY, INC.
Date: June 20, 2000 By: /s/ ROBERT C. MURDOCK
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Robert C. Murdock
Chairman, President and Chief Executive
Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger among III Exploration Company and
the Company dated June 20, 2000 (schedules and exhibits omitted).
99.1 Press Release