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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
PETROGLYPH ENERGY, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
71649C101
(CUSIP Number)
Richard L. Covington
777 Main Street, Suite 2700
Fort Worth, Texas 76102
(817) 338-9235
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 71649C101 SCHEDULE 13D
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
R. GAMBLE BALDWIN
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) []
(b) []
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO (See Item 3)
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
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(6) Citizenship or Place of Organization R. GAMBLE BALDWIN IS A
CITIZEN OF THE UNITED
STATES OF AMERICA.
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Number of (7) Sole Voting Power 1,155,290
Shares ----------------------------------------------
Beneficially
Owned by (8) Shared Voting Power 0
Each ----------------------------------------------
Reporting
Person With: (9) Sole Dispositive Power 1,155,290
----------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,155,290
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) []
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(13) Percent of Class Represented by Amount in Row (11) 21.66%(1)
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(14) Type of Reporting Person (See Instructions) IN
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(1) Based on the 5,333,333 shares of Common Stock outstanding as of
October 24, 1997, as reported in the Issuer's Registration Statement on Form
S-1, as amended, filed with the Securities and Exchange Commission on October
20, 1997.
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of Petroglyph Energy,
Inc., a Delaware corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 6209 North Highway 61, Hutchinson, Kansas
67502.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) R. Gamble Baldwin ("Mr. Baldwin") is the sole general partner
of G.F.W. Energy, L.P., a Delaware limited partnership ("GFW"), which is the
sole general partner of Natural Gas Partners, L.P., a Delaware limited
partnership (the "Partnership"). Mr. Baldwin's principal business address and
business office is 115 East Putnam Avenue, Greenwich, Connecticut 06830. The
present principal occupation of Mr. Baldwin is acting as the general partner of
GFW and serving as a member of various entities that are investors and/or
managers of oil and gas ventures.
(d) Mr. Baldwin has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Baldwin had not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Baldwin is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnership and certain co-investors, including Mr. Baldwin (the
"Co-Investors"), formerly owned limited partnership interests in Petroglyph Gas
Partners, L.P. (the "LP Units"). The sole general partner of Petroglyph Gas
Partners, L.P. is Petroglyph Energy, Inc., a Kansas corporation ("PEI," and
together with Petroglyph Gas Partners, L.P., the "Subsidiaries"). Pursuant to
an Exchange Agreement dated as of October 24, 1997, the Issuer was formed for
the purpose of becoming the holding company for the Subsidiaries. Under the
terms of the Exchange Agreement, on October 24, 1997, the Partnership exchanged
its LP Units for 1,137,883 shares of Common Stock. As a holder of LP Units,
Mr. Baldwin exchanged those interests for 17,407 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Baldwin acquired the securities herein reported for investment
purposes. Depending on market conditions, general economic conditions, and
other factors that each may deem significant to his or its respective
investment decisions, the Partnership, GFW and Mr. Baldwin may purchase shares
of Common Stock in the open market or in private transactions or may dispose of
all or a portion of the shares of Common Stock that they or any of them may
hereafter acquire; provided, that such purchases and sales are otherwise made
in compliance with the lock-up agreements made by the Partnership and Mr.
Baldwin, as more fully described in Item 6 hereof,
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and, to the extent applicable, with the Articles of Incorporation and bylaws of
the Issuer and any credit agreements and indentures to which the Issuer is a
party.
Except as set forth in this Item 4, Mr. Baldwin has no present plans or
proposals that relate to or that would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) R. Gamble Baldwin may, as the sole general partner of GFW, be
deemed to be the beneficial owner of all 1,137,883 shares of Common Stock
beneficially owned by the Partnership, of which GFW is the sole general
partner. In addition, Mr. Baldwin directly owns 17,407 shares of Common Stock
in his individual capacity. Thus, Mr. Baldwin may be deemed to be the
beneficial owner of an aggregate of 1,155,290 shares of Common Stock, which
constitute approximately 21.66% of the total number outstanding.
(b) As the sole general partner of GFW, Mr. Baldwin has the sole power
(and no shared power) to vote or direct the vote or dispose or direct the
disposition of 1,137,883 shares of Common Stock. Additionally, in his
individual capacity, Mr. Baldwin has the sole power (and no shared power) to
vote or direct the vote or dispose or direct the disposition of 17,407 shares
of Common Stock.
(c) Except as otherwise described herein or in any exhibit filed
herewith, Mr. Baldwin has not effected any transactions in shares of Common
Stock during the past 60 days.
(d) No person other than Mr. Baldwin has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock deemed to be beneficially owned by him.
(e) It is inapplicable for the purposes herein to state the date on
which Mr. Baldwin ceased to be the owner of more than 5% of the shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Mr. Baldwin, the Partnership, the other Co-Investors and the former
owners of the PEI common stock who received shares of Common Stock pursuant to
the Exchange Agreement (such shares the "Registrable Securities") have entered
into a Registration Rights Agreement with the Issuer. Pursuant to the
Registration Rights Agreement, on three separate occasions commencing on the
180th day following the effective date of the Issuer's initial registration
statement under the securities laws, the holders of at least thirty 35% of the
total Registrable Securities then outstanding may require the Issuer to
register the Registrable Securities held by those parties, provided that the
shares to be registered have an estimated aggregate offering price to the
public of at least Five Million Dollars ($5,000,000). In addition, the
Registration Rights Agreement allows the Partnership and the Individual Parties
to include shares held by them in certain registrations initiated by the
Issuer. The Registration Rights Agreement was previously filed the the
Securities and Exchange Commission as Exhibit 10.2 to the Issuer's Registration
Statement on Form S-1 as filed on August 22, 1997, and is incorporated as an
exhibit hereto by reference.
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Mr. Baldwin has entered into a Lock-up Agreement with Prudential
Securities Incorporated, Oppenheimer & Company, Inc. and Johnson Rice & Company
L.L.C. as representatives of the several Underwriters. Pursuant to the Lock-up
Agreement, Mr. Baldwin has agreed that for 180 days after the date of the
Issuer's prospectus filed in connection with the Issuer's recent initial public
offering of Common Stock, he will not, directly or indirectly, (i) offer,
sell, or contract to sell any shares of Common Stock or securities
substantially similar to the Common Stock, including but not limited to, any
securities that are convertible into or exchangeable for, or that represent the
right to receive, Common Stock or any such substantially similar securities or
(ii) offer, sell, or contract to sell any LP Units or shares of PEI common
stock or securities substantially similar to the LP Units or PEI common stock,
including but not limited to, any securities that are convertible into or
exchangeable for, or that represent the right to receive, LP Units or PEI
common stock or any such substantially similar securities without the prior
written consent of Prudential Securities Incorporated. See Exhibit 10.1
attached hereto for a complete copy of the Lock-up Agreement.
Mr. Baldwin is also a party to a Stockholders Agreement dated as of
August 22, 1997 with the Issuer, Natural Gas Partners, L.P., Natural Gas
Partners II, L.P., Natural Gas Partners III, L.P., Albin Income Trust, John S.
Foster, Kenneth A. Hersh, Bruce B. Selkirk, III, Robert C. Murdock, Robert A.
Christensen, and S. Kennard Smith. Pursuant to the Stockholders Agreement, no
stockholder that is a party thereto may transfer any shares of Common Stock
unless he or it allows the other parties the opportunity to join such proposed
transfer on a pro-rata basis, as provided in the Stockholders Agreement (the
"Tag Along Rights"). The Tag Along Rights do not apply in certain situations,
such as transfers to a spouse or a charity or for testamentary purposes. The
Stockholders Agreement was previously filed the the Securities and Exchange
Commission as Exhibit 10.1 to the Issuer's Registration Statement on Form S-1
as filed on August 22, 1997, and is incorporated as an exhibit hereto by
reference.
Except as described herein or in any exhibit filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
between Mr. Baldwin and any other person with respect to the shares of Common
Stock deemed to be beneficially owned by Mr. Baldwin.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 - Lock-up Agreement made by and among Prudential Securities
Incorporated, Oppenheimer & Co., Inc., Johnson Rice & Company,
L.L.C., as representatives of the several Underwriters, and R.
Gamble Baldwin.
10.2 - Stockholders Agreement made by and among Natural Gas Partners,
L.P., Natural Gas Partners II, L.P., Natural Gas Partners III,
L.P., Albin Income Trust, R. Gamble Baldwin, John S. Foster,
Kenneth A. Hersh, Bruce B. Selkirk, III, Robert c. Murdock, Robert
A. Christensen and S. Kennard Smith, filed as Exhibit 10.1 to the
Issuer's Registration Statement on Form S-1 (Registration Number
333-34251) as filed with the Securities and Exchange Commission on
August 22, 1997 and incorporated herein by reference
10.3 - Registration Rights Agreement made by and among Petroglyph Energy,
Inc. (a Delaware corporation), Natural Gas Partners, L.P., Natural
Gas Partners II, L.P., Natural Gas Partners III, L.P., Albin Income
Trust, R. Gamble Baldwin, John S. Foster, Kenneth A. Hersh, Bruce
B. Selkirk, III, Robert c. Murdock, Robert A. Christensen and S.
Kennard Smith, filed as Exhibit 10.2 to the Issuer's Registration
Statement on Form S-1 (Registration Number 333-34251) as filed with
the Securities and Exchange Commission on August 22, 1997 and
incorporated herein by reference
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 3, 1997 /s/ R. Gamble Baldwin
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R. Gamble Baldwin
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.1 - Lock-up Agreement made by and among Prudential Securities
Incorporated, Oppenheimer & Co., Inc., Johnson Rice & Company,
L.L.C., as representatives of the several Underwriters, and Natural
Gas Partners II, L.P.
10.2 - Stockholders Agreement made by and among Natural Gas Partners,
L.P., Natural Gas Partners II, L.P., Natural Gas Partners III,
L.P., Albin Income Trust, R. Gamble Baldwin, John S. Foster,
Kenneth A. Hersh, Bruce B. Selkirk, III, Robert c. Murdock, Robert
A. Christensen and S. Kennard Smith, filed as Exhibit 10.1 to the
Issuer's Registration Statement on Form S-1 (Registration Number
333-34251) as filed with the Securities and Exchange Commission on
August 22, 1997 and incorporated herein by reference
10.3 - Registration Rights Agreement made by and among Petroglyph Energy,
Inc. (a Delaware corporation), Natural Gas Partners, L.P., Natural
Gas Partners II, L.P., Natural Gas Partners III, L.P., Albin Income
Trust, R. Gamble Baldwin, John S. Foster, Kenneth A. Hersh, Bruce
B. Selkirk, III, Robert c. Murdock, Robert A. Christensen and S.
Kennard Smith, filed as Exhibit 10.2 to the Issuer's Registration
Statement on Form S-1 (Registration Number 333-34251) as filed with
the Securities and Exchange Commission on August 22, 1997 and
incorporated herein by reference
</TABLE>
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EXHIBIT 10.1
LOCK-UP AGREEMENT MADE BY AND AMONG
PRUDENTIAL SECURITIES INCORPORATED,
OPPENHEIMER & COMPANY, INC.,
JOHNSON RICE & COMPANY, L.L.C.
AND R. GAMBLE BALDWIN
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LOCK-UP AGREEMENT FOR STOCKHOLDERS
August 22, 1997
Prudential Securities Incorporated
Oppenheimer & Co., Inc.
Johnson Rice & Company L.L.C.
As Representatives of the several Underwriters
c/o Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Re: Proposed Initial Public Offering of Petroglyph Energy, Inc.
Gentlemen:
The undersigned is the beneficial owner of (i) shares of common stock
(the "Common Stock") of Petroglyph Energy, Inc., a Delaware corporation (the
"Company"), (ii) units or partnership interests (collectively, "Units") in
Petroglyph Gas Partners, Inc., L.P., a Delaware limited partnership
("Partners"), or (iii) shares of common stock ("PEI Common Stock") of
Petroglyph Energy, Inc., a Kansas corporation ("PEI"). The undersigned
understands that the Company has filed a Registration Statement on Form S-1
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the registration of approximately 2,683,333 shares of Common
Stock (including shares subject to an over-allotment option) (the "Offering").
The undersigned further understands that you are contemplating entering into an
Underwriting Agreement with the Company in connection with the Offering.
In order to induce the Company, Partners, you and any other underwriters for
the Offering ("Underwriters")to enter into the Underwriting Agreement and to
proceed with the Offering, the undersigned agrees, for the benefit of the
Company, Partners, PEI, you and any other Underwriters, that should the
Offering be effected, the undersigned will not, without the prior written
consent of Prudential Securities Incorporated, on behalf of the Underwriters,
directly or indirectly, offer, sell, offer to sell, contract to sell, pledge,
grant any option to purchase or otherwise dispose or transfer(or announce any
offer, sale, offer of sale, contract of sale or grant of any option to purchase
or other disposition or transfer) of (i) any shares of Common Stock or of
securities substantially similar thereto or (ii) any other securities
convertible into, or exchangeable or exercisable for, shares of Common Stock or
such similar securities, beneficially owned (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by
the undersigned on the date hereof or hereafter acquired for a period of 180
days subsequent to the date of the final Prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Act"),
or if no filing under Rule 424(b) is made, the date of the final Prospectus
included in the Registration Statement when declared effective under the Act.
Further, the undersigned agrees that prior to the effective date of the
Registration Statement and except in connection with the Conversion (as defined
in the Registration Statement), the undersigned will not, without the prior
written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, directly or indirectly, offer, offer to sell, sell, contract to
sell or grant
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any option to purchase or otherwise dispose or transfer (or announce any offer,
offer of sale, sale, contract of sale or grant of any option to purchase or
other disposition or transfer) (i) any shares of Common Stock, Units, or PEI
Common Stock or securities substantially similar thereto or (ii) any other
securities convertible into, or exchangeable or exercisable for, any shares of
Common Stock, Units, or PEI Common Stock or such similar securities,
beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by
the undersigned on the date hereof or hereafter acquired without first
requiring any such offering or acquiring parties to execute and deliver to you
an agreement of substantially the tenor hereof.
The undersigned, whether or not participating in the Offering, confirms that
he, she or it understands that the Underwriters and the Company will rely upon
the representations set forth in this agreement in proceeding with the
Offering. This agreement shall be binding on the undersigned and his, her or
its respective successors, heirs, personal representatives and assigns.
Very truly yours,
By: /s/ R. Gamble Baldwin
---------------------------------
(Signature)
---------------------------------
(Print Name/Title, if applicable)
The foregoing is accepted and agreed to as of
the date first above written:
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Jean-Claude Canfin
-------------------------------
Jean-Claude Canfin, Director
