1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
-------------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 18, 1999
PETROGLYPH ENERGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-23185 74-2826234
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1302 N. GRAND
HUTCHINSON, KANSAS 67501
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (316) 665-8500
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since
last report)
2
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On August 18, 1999, III Exploration Company, an Idaho corporation ("III"),
completed the purchase (the "Purchase") from Robert A. Christensen, a director
and executive officer of Petroglyph Energy, Inc. (the "Company"), David R.
Albin, a director of the Company, Kenneth A. Hersh, a director of the Company,
R. Gamble Baldwin, John S. Foster, Bruce B. Selkirk, III, Albin Income Trust,
Natural Gas Partners, L.P., Natural Gas Partners II, L.P. and Natural Gas
Partners III, L.P. (collectively, the "Sellers") of 2,753,392 shares of common
stock, $.01 par value (the "Common Stock"), of the Company.
According to the Schedule 13D filed with the Securities and Exchange
Commission by III on August 30, 1999, III is controlled by Intermountain
Industries, Inc., an Idaho corporation ("Intermountain"). The Purchase was
effected through a privately negotiated sale between the Sellers and
Intermountain, pursuant to Letter Agreements dated as of August 13, 1999 and
July 29, 1999 (collectively, the "Agreement"), with a purchase price of $3.00
per share. The source of funds for the Purchase came from working capital of
Intermountain. As a result of the Purchase, Intermountain, through its ownership
of III, now owns approximately 50.4% of the outstanding Common Stock of the
Company.
Intermountain operates the largest natural gas distribution utility in
Idaho, the largest end-use natural gas marketing business in the Northwest and
has producing oil and gas properties in the Rocky Mountain region including the
Uinta Basin of Utah.
Related to the sale, David Albin, Kenneth Hersh and Robert Christensen
tendered their resignations from the Company's Board of Directors. Mr.
Christensen also resigned as an executive officer, but will remain employed by
the Company as an engineering advisor. After discussing the resignations with
Intermountain, the remaining members of the Company's Board of Directors
nominated William C. Glynn, Richard Hokin, and Eugene C. Thomas, who are also
members of Intermountain's Board of Directors, to fill the vacancies created on
the Board of Directors by the resignations.
Except as set forth below and otherwise in this Item 1, the Company has no
knowledge of any arrangements, including any pledge by any person of securities
of the Company or any of its parents, the operation of which may at a subsequent
date result in a change in control of the Company.
1
3
ITEM 2. ACQUISITION OF OIL AND GAS PROPERTIES
On August 20, 1999, the Company acquired the remaining 50% working interest
in the Antelope Creek Field in the Uinta Basin of Utah (the "Antelope Creek
Property") from its non-operated working interest partner, Williams Production
Rocky Mountain Company, ("Williams"), for a purchase price of $6.9 million (the
"Antelope Creek Acquisition"). The Antelope Creek Acquisition, which was
effective August 1, 1999, gives the Company 100% working interest in the
Antelope Creek Property.
In order to finance the Antelope Creek Acquisition, the Company borrowed
$2.5 million on an existing revolving credit facility with The Chase Manhattan
Bank ("Chase") pursuant to Amendment No. 1 dated as of August 20, 1999 to the
Second Amended and Restated Credit Agreement by and between the Company and
Chase dated as of September 30, 1998.
Additionally, the Company sold $5 million of 8% senior subordinated notes
due 2004, (the "Notes") to Intermountain. The Notes also required the Company to
deliver to Intermountain a stock purchase warrant to acquire 150,000 shares of
Common Stock of the Company at an exercise price of $3.00 per share and the
ability for Intermountain to obtain additional stock purchase warrants over the
life of the Notes. The number of future stock purchase warrants will be based on
the future stock price performance and the amount and duration of the Notes
outstanding. The maximum number of shares of Common Stock issuable under the
stock purchase warrants for any given period is limited to 250,000 shares in any
one year, 400,000 over the first three years and 750,000 over the five-year life
of the notes. Petroglyph may redeem the Notes at par without penalty at any
time. Upon redemption of the Notes, any remaining unissued and unearned stock
purchase warrants will expire. The Company utilized proceeds from the Notes to
finance the remaining purchase price of the Antelope Creek Acquisition and for
working capital needs.
2
4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
It is impracticable to provide at this time the financial
statements relating to the Antelope Creek Acquisition required
by this item of Form 8-K. Pursuant to Rule 7(a)(4) of Form
8-K, such financial statements will be filed as soon as they
are available and on or before November 3, 1999.
(b) Pro forma financial information.
It is impracticable to provide at this time the pro forma
financial information relating to the Antelope Creek
Acquisition required by this item of Form 8-K. Pursuant to
Rule 7(b)(2) of Form 8-K, such pro forma financial information
will be filed as soon as it is available and on or before
November 3, 1999.
(c) Exhibits
4.1* Note Purchase Agreement dated as of August 20, 1999 by and
between Petroglyph Energy, Inc. and III Exploration Company.
4.2 Warrant Agreement among III Exploration Company and Petroglyph
Energy, Inc. dated as of August 20, 1999 (filed as Exhibit
99.5 to the Schedule 13D filed by Intermountain Industries,
Inc., III Exploration Company, Century Partners and Richard
Hokin on August 30, 1999 and incorporated herein by
reference).
10.1* Amendment No. 1 dated August 20, 1999 to Second Amended and
Restated Loan Agreement among Petroglyph Gas Partners, L.P.,
Petroglyph Energy, Inc. and The Chase Manhattan Bank.
99.1* Press release dated August 22, 1999.
- --------------------
*filed herewith
3
5
SIGNATURES
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.
By: /s/ ROBERT C. MURDOCK
---------------------
Robert C. Murdock
President and Chief Executive Officer
Date: September 2, 1999
6
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1* Note Purchase Agreement dated as of August 20, 1999 by and
between Petroglyph Energy, Inc. and III Exploration Company.
4.2 Warrant Agreement among III Exploration Company and Petroglyph
Energy, Inc. dated as of August 20, 1999 (filed as Exhibit
99.5 to the Schedule 13D filed by Intermountain Industries,
Inc., III Exploration Company, Century Partners and Richard
Hokin on August 30, 1999 and incorporated herein by
reference).
10.1* Amendment No. 1 dated August 20, 1999 to Second Amended and
Restated Loan Agreement among Petroglyph Gas Partners, L.P.,
Petroglyph Energy, Inc. and The Chase Manhattan Bank.
99.1* Press release dated August 22, 1999.
- --------------------
*filed herewith