1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Amendment No. 2
Rule 13e-3 Transaction Statement
(Under Section 13(e) of the Securities Exchange Act of 1934)
PETROGLYPH ENERGY, INC
---------------------------------------------------------
(Name of the Issuer)
Petroglyph Energy, Inc.; III Exploration Company;
Intermountain Industries, Inc.; Petroglyph Acquisition Sub, Inc.;
Century Partners--Idaho Limited Partnership; Richard Hokin
---------------------------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
---------------------------------------------------------
(Title of Class of Securities)
71649C101
---------------------------------------------------------
(CUSIP Number of Class of Securities)
Robert C. Murdock
Petroglyph Energy Inc.
1302 North Grand
Hutchinson, Kansas 67501
(316) 665-8500
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
Copies to:
Craig N. Adams
Thompson & Knight L.L.P.
1700 Pacific Avenue, Ste. 3300
Dallas, Texas 75201
(214) 969-1700
Roger D. Blanc
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the solicitation materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
Page 1 of 9 Pages
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Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$7,709,081.85 $1,542
- -------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This
calculation assumes the purchase of 2,709,941 shares of common stock of
Petroglyph Energy, Inc. at $2.85 per share in cash. The amount of the filing
fee, calculated in accordance with Regulation 240.0-11 promulgated under the
Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the
value of the maximum number of shares proposed to be purchased as described in
the Proxy Statement.
[X] Check box if any part of the fee is offset as provided by
Rule 0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the form or schedule and date of its filing.
Amount Previously Paid: $1,542
Form or Registration No.: Schedule 14A
Filing Party: Petroglyph Energy, Inc.
Filing Date: September 1, 2000
Page 2 of 9 Pages
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INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "Schedule 13E-3") is being filed pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended, and relates to the Agreement
and Plan of Merger (as amended on August 28, 2000 and November 22, 2000, the
"Merger Agreement"), dated as of June 20, 2000, by and between Petroglyph
Energy, Inc., a Delaware corporation (the "Company"), and III Exploration
Company, an Idaho corporation ("IIIX"). Pursuant to the Merger Agreement, IIIX
will organize an entity for the sole purpose of consummating the merger that
will merge with and into the Company, with the Company being the surviving
corporation (the "Merger").
This Schedule 13E-3 is being jointly filed by (i) the Company
(the issuer of the class of equity securities that is the subject of the
transaction); (ii) IIIX; (iii) Intermountain Industries, Inc. ("Intermountain"),
an Idaho corporation that owns all of the issued and outstanding common stock of
IIIX; (iv) Petroglyph Acquisition Sub, Inc., an Idaho corporation which is a
wholly owned subsidiary of IIIX; (v) Century Partners--Idaho Limited Partnership
("Century"), an Idaho limited partnership that owns approximately 73% of the
issued and outstanding common stock of Intermountain; and (vi) Mr. Richard
Hokin, the sole general partner of Century and the Chairman of IIIX and
Intermountain.
Concurrently with the filing of this Schedule 13E-3, the
Company is filing with the Securities and Exchange Commission a revised proxy
statement (the "Proxy Statement") under Regulation 14A of the Securities Revised
Exchange Act of 1934, as amended (the "Exchange Act"), relating to the special
meeting of stockholders of the Company at which the stockholders of the Company
will consider and vote upon a proposal to approve and adopt the Merger Agreement
and the merger transaction contemplated thereby. A copy of the revised Proxy
Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger
Agreement is attached as Annex A to the Proxy Statement. All references in this
Schedule 13E-3 to Items numbered 1001 through 1016 are references to Items
contained in Regulation M-A under the Exchange Act.
The information contained in the Proxy Statement, including
all annexes thereto, is hereby expressly incorporated herein by reference. As
of the date hereof, the Proxy Statement is in preliminary form and is subject
to completion or amendment. Capitalized terms used but not defined in this
Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.
The information contained in this Schedule 13E-3 and/or Proxy
Statement concerning the Company was supplied by the Company and none of the
other filing persons takes responsibility for the accuracy of such information.
Similarly, the information contained in this Schedule 13E-3 and/or the Proxy
Statement concerning each filing person other than the Company was supplied by
each such filing person and no other filing person, including the Company,
takes responsibility for the accuracy of any information not supplied by such
filing person.
Page 3 of 9 Pages
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ITEM 1. SUMMARY TERM SHEET.
Item 1001
The information contained in the section of the Proxy
Statement entitled "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 1002
(a) The information contained in the section of the Proxy Statement
entitled "Summary Term Sheet" is incorporated herein by reference.
(b) The information contained in the section of the Proxy Statement
entitled "The Special Meeting--Record Date and Voting" is incorporated herein
by reference.
(c) The information contained in the section of the Proxy Statement
entitled "Common Stock Market Price and Dividend Information" is incorporated
herein by reference.
(d) The information contained in the section of the Proxy Statement
entitled "Common Stock Market Price and Dividend Information" is incorporated
herein by reference.
(e) The information contained in the section of the Proxy Statement
entitled "Petroglyph--Business" is incorporated herein by reference.
(f) The information contained in the section of the Proxy Statement
entitled "Common Stock Purchase Information" is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 1003
(a) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet", "Petroglyph Acquisition Sub, Inc." and "III
Exploration" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet", "Petroglyph Acquisition Sub, Inc." and "III
Exploration" is incorporated herein by reference.
(c) The information contained in the section of the Proxy Statement
entitled "Current Management of III Exploration, Intermountain and Petroglyph"
is incorporated herein by reference. Unless otherwise disclosed in the Proxy
Statement, none of the persons specified in Item 1003(c) of Regulation M-A have
been convicted in a criminal proceeding during the past five years (excluding
traffic violations or similar misdemeanors). Unless otherwise disclosed in the
Proxy Statement, none of the persons specified in Item 1003(c) was a party to
any judicial or administrative proceeding during the past five years (except
maters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person
Page 4 of 9 Pages
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from future violations of or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of federal or state
securities laws. Unless otherwise disclosed in the Proxy Statement, each of the
persons specified in Item 1003(c) of Regulation M-A are U.S. citizens.
ITEM 4. TERMS OF THE TRANSACTION.
Item 1004
(a)(1) Not applicable.
(a)(2) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Special Factors" and "The Merger
Agreement" is incorporated herein by reference.
(b) (b)(1) (c) The information contained in the section of
the Proxy Statement entitled "Conflicts of Interest" is incorporated herein by
reference.
(d) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet; and "Rights of Dissenting Stockholders"
and in Appendix C to the Proxy statement, Section 262 of the Delaware General
Corporation Law, is incorporated herein by reference.
(e) The information contained in the section of the Proxy
Statement entitled "Rights of Dissenting Stockholders" is incorporated herein by
reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 1005
(a) The information contained in the sections of the Proxy
Statement entitled "Petroglyph--Recent Events", "Conflicts of Interest",
"Certain Existing Relationships" and "Common Stock Purchase Information" is
incorporated herein by reference.
(b) The information contained in the sections of the Proxy
Statement entitled "Petroglyph--Recent Events", "Certain Existing
Relationships" and "Common Stock Purchase Information" is incorporated herein by
reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Background of the Merger" is incorporated
herein by reference.
(e) The information contained in the sections of the Proxy
Statement entitled "Conflicts of Interest" and "Certain Existing Relationships"
is incorporated herein by reference.
Page 5 of 9 Pages
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ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 1006
(b) The information contained in the section of the Proxy
Statement entitled "Plans for Petroglyph After the Merger" is incorporated
herein by reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Purposes and Reasons for the Merger",
"Special Factors--Effects of the Merger" and "Plans for Petroglyph After the
Merger" is incorporated herein by reference.
ITEM 7. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 1013
(a) - (d) The information contained in the sections of the
Proxy Statement entitled "Summary Term Sheet", "Special Factors", "Plans for
Petroglyph After the Merger" and "The Merger--Treatment of Stock Options" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 1014
(a) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Summary--Recommendation of the
Special Committee and the Board of Directors" and "Special
Factors--Recommendation of the Special Committee and the Board of Directors;
Fairness of the Merger" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Summary--Recommendation of the
Special Committee and the Board of Directors" and "Special
Factors--Recommendation of the Special Committee and the Board of Directors;
Fairness of the Merger" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy
Statement entitled "The Special Meeting--Vote Required" and "Special
Factors--Purposes and Reasons for the Merger, Alternatives Considered and
Effects of the Merger" is incorporated herein by reference.
(d) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Special Factors--Background of the
Merger" and "Special Factors--Recommendation of the Special Committee and the
Board of Directors; Fairness of the Merger" is incorporated herein by
reference.
(e) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet" and "Special Factors--Recommendation of
the Special Committee and the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.
Page 6 of 9 Pages
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(f) Not applicable.
ITEM 9. REPORTS, OPINIONS APPRAISALS AND NEGOTIATIONS
Item 1015
(a)-(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Opinion of Financial Advisor to the Special
Committee" and in Annex B to the Proxy Statement is incorporated herein by
reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION
Item 1007
(a), (b) The information contained in the section of the Proxy
Statement entitled "Financing; Source of Funds" is incorporated herein by
reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Fees and Expenses" and "The Merger Agreement--Expenses" is
incorporated herein by reference.
(d) Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 1008
(a) The information contained in the section of the Proxy
Statement entitled "Security Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy
Statement entitled "Common Stock Purchase Information" and "Security Ownership
of Certain Beneficial Owners and Management" is incorporated herein by
reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
Item 1012
(d) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Questions and Answers About the
Special Meeting" and "The Special Meeting--Vote Required" is incorporated herein
by reference.
(e) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet" and "Special Factors--Recommendation of
the Special Committee and the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.
Page 7 of 9 Pages
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ITEM 13. FINANCIAL STATEMENTS
Item 1010
(a) The information contained in the section of the Proxy
Statement entitled "Financial Statements" is incorporated herein by reference.
(b) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Item 1009
(a), (b) Not applicable.
ITEM 15. ADDITIONAL INFORMATION.
Item 1011
(b) The information contained in the Proxy Statement,
including all appendices thereto, in incorporated herein by reference.
ITEM 16. EXHIBITS.
Item 1016
(a)(1) Preliminary Proxy Statement filed with the Securities
and Exchange Commission on November 28, 2000.*
(a)(2) Form of Proxy Card, filed with the Securities and
Exchange Commission with the Proxy Statement.*
(a)(3) Press Release dated June 20, 2000.**
(b) None
(c)(1) Opinion of Prudential Securities, Inc. attached as
Annex B to the Proxy Statement.***
(c)(2) Presentation materials, dated June 19, 2000, prepared
by Prudential Securities, Inc.*
(c)(3) Letter dated March 9, 2000 from Lee Keeling and
Associates, independent petroleum engineers containing summary reserve
information.*
(c)(4) Summary Reserve Information dated April 13, 2000.*
(d)(1) Agreement and Plan of Merger, dated as of June 20,
2000, between Petroglyph Energy, Inc. and III Exploration Company, attached as
Annex A to the Proxy Statement.***
(d)(2) First Amendment to Agreement and Plan of Merger, dated
as of August 25, 2000, between Petroglyph Energy, Inc. and III Exploration
Company, attached as Annex A to the Proxy Statement.***
(d)(3) Second Amendment to Agreement and Plan of Merger,
dated November 22, 2000, between Petroglyph Energy, Inc. and III Exploration
Company, attached as Annex A to the Proxy Statement.***
Page 8 of 9 Pages
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(f) Section 262 of the Delaware General Corporation Law,
attached as Annex C to the Proxy Statement.***
(g) None.
* Filed herewith.
** Incorporated by reference to the Current Report on Form 8-K of
Petroglyph Energy, Inc., filed with the Securities and Exchange
Commission on June 22, 2000.
*** Incorporated by reference to the Proxy Statement filed by Petroglyph
Energy, Inc. on November 28, 2000.
After due inquiry and to the best of my knowledge and belief,
I certify that the information in this statement is true, complete and correct.
Dated: November 28, 2000
PETROGLYPH ENERGY, INC.
By: /s/ ROBERT C. MURDOCK
---------------------------------------
Name: Robert C. Murdock
Title: President
III EXPLORATION COMPANY.
By: /s/ JEFFREY K. LEBENS
---------------------------------------
Name: Jeffrey K. Lebens
Title: Treasurer
INTERMOUNTAIN INDUSTRIES, INC..
By: /s/ WILLIAM C. GLYNN
---------------------------------------
Name: William C. Glynn
Title: President
PETROGLYPH ACQUISITION SUB, INC.
By: /s/ WILLIAM C. GLYNN
---------------------------------------
Name: William C. Glynn
Title: President
CENTURY PARTNERS-- IDAHO LIMITED PARTNERSHIP.
By: /s/ RICHARD HOKIN
---------------------------------------
Name: Richard Hokin
Title: General Partner
By: /s/ RICHARD HOKIN
---------------------------------------
Name: Richard Hokin
Page 9 of 9 Pages
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EXHIBIT NUMBER
Exhibit
Number Description
------ -----------
(a)(1) Preliminary Proxy Statement filed with the
Securities and Exchange Commission on November 28,
2000.*
(a)(2) Form of Proxy Card, filed with the Securities and
Exchange Commission with the Proxy Statement.*
(a)(3) Press Release dated June 20, 2000.**
(b) None
(c)(1) Opinion of Prudential Securities, Inc. attached as
Annex B to the Proxy Statement.***
(c)(2) Presentation materials, dated June 19, 2000,
prepared by Prudential Securities, Inc.*
(c)(3) Letter dated March 9, 2000 from Lee Keeling and
Associates, independent petroleum engineers
containing summary reserve information.*
(c)(4) Summary Reserve Information dated April 13, 2000.*
(d)(1) Agreement and Plan of Merger, dated as of June 20,
2000, between Petroglyph Energy, Inc. and III
Exploration Company, attached as Annex A to the Proxy
Statement.***
(d)(2) First Amendment to Agreement and Plan of Merger,
dated as of August 25, 2000, between Petroglyph
Energy, Inc. and III Exploration Company, attached as
Annex A to the Proxy Statement.***
(d)(3) Second Amendment to Agreement and Plan of Merger,
dated November 22, 2000, between Petroglyph Energy,
Inc. and III Exploration Company, attached as Annex A
to the Proxy Statement.***
(f) Section 262 of the Delaware General Corporation Law,
attached as Annex C to the Proxy Statement.***
(g) None.
* Filed herewith.
** Incorporated by reference to the Current Report on Form 8-K of
Petroglyph Energy, Inc., filed with the Securities and Exchange
Commission on June 22, 2000.
*** Incorporated by reference to the Proxy Statement filed by Petroglyph
Energy, Inc. on November 28, 2000.