<PAGE> 1
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
- - --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
NATURAL GAS PARTNERS III, L.P.
- - --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
(3) SEC Use Only
- - --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (See Item 3)
- - --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- - --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization NATURAL GAS PARTNERS III, L.P. IS A
LIMITED PARTNERSHIP FORMED UNDER
THE LAWS OF THE STATE OF DELAWARE.
- - --------------------------------------------------------------------------------
Number (7) Sole Voting Power 728,291 (1)
of ------------------------------------------------------------
Shares
Beneficially (8) Shared Voting Power 0
Owned ------------------------------------------------------------
by
Each (9) Sole Dispositive Power 728,291 (1)
Reporting ------------------------------------------------------------
Person
With: (10) Shared Dispositive Power 0
- - --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 728,291 (1)
- - --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
- - --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 13.66% (2)
- - --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
- - --------------------------------------------------------------------------------
- - ------------
(1) As exercised through its sole general partner, Rainwater Energy
Investors, L.P., a Delaware limited partnership, as exercised through its sole
general partner, GFW III, L.L.C.,
(2) 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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CUSIP NO. 71649C101 SCHEDULE 13D
- - --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
RAINWATER ENERGY INVESTORS, L.P.
- - --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
(3) SEC Use Only
- - --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (See Item 3)
- - --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- - --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization RAINWATER ENERGY INVESTORS,
L.P. IS A LIMITED PARTNERSHIP
FORMED UNDER THE LAWS OF THE
STATE OF DELAWARE.
- - --------------------------------------------------------------------------------
Number (7) Sole Voting Power 728,291 (3)
of ----------------------------------------------
Shares
Beneficially (8) Shared Voting Power 0
Owned ----------------------------------------------
by
Each (9) Sole Dispositive Power 728,291 (3)
Reporting ----------------------------------------------
Person
With: (10) Shared Dispositive Power 0
- - --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 728,921 (3)
- - --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
- - --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 13.66% (4)
- - --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
- - --------------------------------------------------------------------------------
- - --------------
(3) As exercised through its sole general partner, GFW III, L.L.C.
(4) 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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CUSIP NO. 71649C101 SCHEDULE 13D
- - --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
GFW III, L.L.C.
- - --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
(3) SEC Use Only
- - --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (See Item 3)
- - --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
- - --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization GFW III, L.L.C. IS A LIMITED
LIABILITY COMPANY FORMED UNDER
THE LAWS OF THE STATE OF
DELAWARE.
- - --------------------------------------------------------------------------------
Number (7) Sole Voting Power 728,291
of ----------------------------------------------
Shares
Beneficially (8) Shared Voting Power 0
Ownded ----------------------------------------------
by
Each (9) Sole Dispositive Power 728,291
Reporting ----------------------------------------------
Person
With: (10) Shared Dispositive Power 0
- - --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 728,291
- - --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- - --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 13.66%
- - --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
- - --------------------------------------------------------------------------------
- - --------------
(5) 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) Natural Gas Partners III, L.P. (the "Partnership") is a
limited partnership organized under the laws of the State of Delaware. The
Partnership's principal business address and office is 777 Main Street, Suite
2700, Fort Worth, Texas 76102. The principal business of the Partnership is
investment in the North American oil and gas industry.
Rainwater Energy Investors, the sole general partner of the Partnership
("Rainwater"), is a limited partnership organized under the laws of the State
of Delaware. Rainwater's principal business address and business office is 777
Main Street, Suite 2700, Fort Worth, Texas 76102. The principal business of
the Rainwater is acting as the general partner of the Partnership.
The sole general partner of Rainwater is GFW III, L.L.C. GFW III,
L.L.C.'s principal business address and business office is 777 Main Street,
Suite 2700, Fort Worth, Texas 76102. The principal business of GFW III, L.L.C.
is acting as the general partner of Rainwater.
(d) None of the entities identified in this Item 2 has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities identified in this Item 2 has, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnership and certain co-investors (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 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 728,291 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership acquired the securities herein reported for investment
purposes. Depending on market conditions, general economic conditions, and
other factors that each may deem significant to its respective investment
decisions, the Partnership, Rainwater and GFW III, L.L.C. may purchase shares
of Common Stock in the open market or in private transactions or may
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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 agreement executed by the
Partnership, as more fully described in Item 6 hereof, 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, the reporting persons have 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) The Partnership. The Partnership is the beneficial owner of
728,291 shares of Common Stock. Based on the number of shares of Common Stock
issued and outstanding as of October 24, 1997, as contained in the Issuer's
most recently available filing with the Securities and Exchange Commission, the
Partnership is the beneficial owner of approximately 13.66% of the outstanding
shares of Common Stock.
Rainwater. Rainwater Energy Investors, L.P. may, as the sole general
partner of the Partnership, be deemed to be the beneficial owner of all 728,291
shares of Common Stock beneficially owned by the Partnership which constitute
(based on the number of shares of Common Stock issued and outstanding)
approximately 13.66% of the outstanding shares of Common Stock.
GFW III, L.L.C. GFW III, L.L.C. may, as the sole general partner of
Rainwater, be deemed to be the beneficial owner of all 728,291 shares of Common
Stock beneficially owned by the Partnership, of which Rainwater is the sole
general partner. Such shares constitute approximately 13.66% of the total
number outstanding.
(b) The Partnership. Through Rainwater, its general partner, the
Partnership has the sole power (and no shared power) to vote or direct the vote
or to dispose or direct the disposition of 728,291 shares of Common Stock.
Rainwater. As the sole general partner of the Partnership, Rainwater has
the sole power (and no shared power) to vote or direct the vote or to dispose
or direct the disposition of 728,291 shares of Common Stock.
GFW III, L.L.C. As the sole general partner of Rainwater, GFW III,
L.L.C. has the sole power (and no shared power) to vote or direct the vote or
dispose or direct the disposition of 728,291 shares of Common Stock.
(c) Except as otherwise described herein or in any exhibit filed
herewith, none of the persons named in response to paragraph (a) above has
effected any transactions in shares of Common Stock during the past 60 days.
(d) No person other than the Partnership, Rainwater and GFW III, L.L.C.
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 them.
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(e) It is inapplicable for the purposes herein to state the date on
which the Partnership, Rainwater and GFW III, L.L.C. cease to be the owners 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.
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 with 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.
The Partnership has entered into a Lock-up Agreement with Prudential
Securities Incorporated, Oppenheimer & Co., Inc. and Johnson Rice & Company,
L.L.C. as representatives of the several Underwriters. Pursuant to the Lock-up
Agreement, the Partnership 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, it 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) exercise any rights to demand registration of its shares of Common Stock
without the prior written consent of Prudential Securities Incorporated. See
Exhibit 10.1 attached hereto for a complete copy of the Lock-up Agreement.
The Partnership 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., 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. 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 with 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 the Partnership, Rainwater and GFW III, L.L.C. or between such entities
and any other person or entity with respect to the shares
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of Common Stock deemed to be beneficially owned by the Partnership, Rainwater
and GFW III, L.L.C.
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 Natural
Gas Partners III, 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 (Regisration No.
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 No. 333-34251) as filed with
the Securities and Exchange Commission on August 22, 1997 and
incorporated herein by reference
99.1 - Agreement made pursuant to Rule 13d-1(f)(1)(iii)
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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 NATURAL GAS PARTNERS III, L.P.
By: Rainwater Energy Investors, L.P.,
its Sole General Partner
By: GFW III, L.L.C.,
its Sole General Partner
By: /s/ Kenneth A. Hersh
-------------------------------
Kenneth A. Hersh,
Authorized Member
Date: November 3, 1997 Rainwater Energy Investors, L.P.
By: GFW III, L.L.C.,
its Sole General Partner
By: /s/ Kenneth A. Hersh
-------------------------------
Kenneth A. Hersh,
Authorized Member
Date: November 3, 1997 GFW III, L.L.C.
By: /s/ Kenneth A. Hersh
-------------------------------
Kenneth A. Hersh,
Authorized Member
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- - -------------- -----------
<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 (Regisration No.
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 No. 333-34251) as filed with
the Securities and Exchange Commission on August 22, 1997 and
incorporated herein by reference
99.1 - Agreement made pursuant to Rule 13d-1(f)(1)(iii)
</TABLE>
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EXHIBIT 10.1
LOCK-UP AGREEMENT MADE BY AND AMONG PRUDENTIAL
SECURITIES INCORPORATED, OPPENHEIMER & CO.,
INC., JOHNSON RICE & COMPANY, L.L.C.
AND NATURAL GAS PARTNERS III, L.P.
<PAGE> 2
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/oPrudential 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.
<PAGE> 3
Prudential Securities Incorporated
August 22, 1997
Page 2
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 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,
NATURAL GAS PARTNERS III, L.P.
BY: Rainwater Energy Investors, L.P., its General Partner
BY: GFW III, L.L.C., its General Partner
By: /s/ Kenneth A. Hersh
------------------------------
(Signature)
Authorized Member
- - ---------------------------------
(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
<PAGE> 1
EXHIBIT 99.1
AGREEMENT MADE PURSUANT TO
RULE 13d-1(f)(1)(iii)
<PAGE> 2
JOINT FILING AGREEMENT
The parties hereto agree that pursuant to Rule 13d-1(f)(1)(iii) of
Regulation 13D promulgated by the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, the Schedule 13D of which
this Agreement is made an exhibit is filed on behalf of it in the capacity set
forth below.
Date: November 3, 1997 NATURAL GAS PARTNERS III, L.P.
By: Rainwater Energy Investors, L.P.,
its Sole General Partner
By: GFW III, L.L.C.,
its Sole General Partner
By: /s/ Kenneth A. Hersh
----------------------------
Kenneth A. Hersh,
Authorized Member
Date: November 3, 1997 Rainwater Energy Investors, L.P.
By: GFW III, L.L.C.,
its Sole General Partner
By: /s/ Kenneth A. Hersh
----------------------------
Kenneth A. Hersh,
Authorized Member
Date: November 3, 1997 GFW III, L.L.C.
By: /s/ Kenneth A. Hersh
----------------------------
Kenneth A. Hersh,
Authorized Member
