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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): DECEMBER 28, 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)
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ITEM 5. OTHER EVENTS
On December 28, 1999, Petroglyph Energy, Inc. ("Petroglyph" or the
"Company") announced the execution of a Purchase and Sale Agreement (the
"Purchase Agreement") with III Exploration Company, an Idaho corporation ("III
Exploration"). III Exploration is a wholly-owned subsidiary of Intermountain
Industries, Inc., an affiliate of the Company through its ownership of 50.4% of
the Company's outstanding common stock. Currently, three members of the
Company's Board of Directors are also members of the Board of Directors of
Intermountain Industries, Inc. Pursuant to the terms of the Purchase Agreement,
Petroglyph has agreed to purchase certain oil and gas producing properties,
located primarily in the Uinta Basin of Utah, from III Exploration, in exchange
for the issuance of 250,000 shares of Series A Convertible Preferred Stock. The
Purchase Agreement follows a letter of intent dated November 30, 1999 between
Petroglyph and III Exploration, which outlined the basic terms of the
acquisition, and provides for an effective date of November 1, 1999. The
preferred stock will pay dividends at a rate of 8% per annum. The payments will
be due quarterly and are payable in additional shares of preferred stock for the
first eight quarters and then in cash for all remaining quarters. The preferred
stock will be convertible, beginning two years from the date of issuance, into
shares of common stock at a conversion price of $3.50 per share of common stock,
based on the preference amount of $10.00 per preferred share. The Company has
the option to redeem the preferred stock at any time after the third anniversary
of the issuance of the shares in whole or in part at a redemption price of
$12.00 per preferred share. The preferred stock to be issued in exchange for the
properties will not be registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The acquisition of the
properties and the issuance of the preferred stock is contingent upon the
approval of the stockholders of Petroglyph.
On December 28, 1999, the Company announced the issuance and sale of
1,000,000 shares of its common stock to III Exploration. The issuance was
effected through a privately negotiated sale between the Company and III
Exploration, with a purchase price of $2.00 per share, for aggregate proceeds to
the Company of $2,000,000. The common stock issued in the private placement has
not been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The Company intends to use the
proceeds from the sale for working capital, to finance existing
operations and to finance a portion of the Company's 2000 development plans in
its Uinta Basin and Raton Basin properties.
Attached hereto as Exhibit 99.1 is the press release announcing the
execution of the Purchase Agreement and the consummation of the private
placement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable
(c) Exhibits
10.1* Purchase and Sale Agreement between III Exploration Company and the
Company dated December 28, 1999.
10.2* Subscription Agreement between III Exploration Company and the Company
dated December 28, 1999.
99.1* Press release dated December 28, 1999 relating to the Purchase of
Certain Oil and Gas Producing Properties and Private Placement.
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*filed herewith
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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
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Robert C. Murdock
President and Chief Executive Officer
Date: December 29, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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10.1* Purchase and Sale Agreement between III Exploration Company
and the Company dated December 28, 1999.
10.2* Subscription Agreement between III Exploration Company and the
Company dated December 28, 1999.
99.1* Press release dated December 28, 1999 relating to the Purchase
of Certain Oil and Gas Producing Properties and Private
Placement.
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*filed herewith