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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Petroglyph Energy, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
71649C101
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(CUSIP Number of Class of Securities)
William C. Glynn
III Exploration Company
555 South Cole Road
Boise, Idaho 83709
(208) 377-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Roger D. Blanc
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
May 3, 2000
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(Date of Event which Requires
Filing of this Schedule)
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: [ ]
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SCHEDULE 13D
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CUSIP No. 71649C101 Page 2 of 9 Pages
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- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
III Exploration Company I.D. #82-0456309
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
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7 SOLE VOTING POWER
0
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 3,903,392
PERSON WITH
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
3,903,392
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,903,392
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 71649C101 Page 3 of 9 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Intermountain Industries, Inc. I.D. #82-0393036
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 3,903,392
PERSON WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,903,392
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,903,392
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 71649C101 Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Century Partners - Idaho Limited Partnership I.D. #13-3240674
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 3,903,392
PERSON WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,903,392
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,903,392
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 71649C101 Page 5 of 9 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Hokin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 3,903,392
PERSON WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,903,392
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,903,392
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 1 amends the Schedule 13D filed on August 30, 1999 (the
"Schedule 13D") on behalf of III Exploration Company, an Idaho corporation
("Exploration"), Intermountain Industries, Inc., an Idaho corporation
("Intermountain"), Century Partners-Idaho Limited Partnership, an Idaho limited
partnership ("Century") and Richard Hokin, an individual ("Hokin" and together
with Exploration, Intermountain and Century, the "Reporting Persons"), relating
to the common stock, par value $.01 per share, of Petroglyph Energy, Inc. (the
"Company"), a Delaware corporation. Unless otherwise indicated herein, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraph:
As previously announced, pursuant to a subscription agreement between
Exploration and the Company, on December 28, 1999 Exploration purchased
1,000,000 shares of Common Stock from the Company for an aggregate purchase
price of $2,000,0000. The purchase price was furnished by a capital contribution
from Intermountain, which capital contribution was furnished from
Intermountain's working capital.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by deleting the fourth paragraph of Item 4 of the
Schedule 13D and adding the following paragraphs in its place:
The purchase by Exploration of the Common Stock of the Company on December
28, 1999 was effected because of the Reporting Persons'
6 of 9
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belief that the Common Stock is an attractive investment based on the Company's
business prospects and strategy.
On May 3, 2000, Intermountain delivered to the Company a proposal to
acquire the remaining shares of Common Stock which it does not already own.
Intermountain expects to effect the acquisition by the merger of the Company
with a wholly owned subsidiary of Intermountain, pursuant to which merger each
issued and outstanding share of Common Stock not already owned by Intermountain
will be converted into the right to receive $2.20 in cash. Upon acceptance of
the proposal by the Company, Intermountain intends to proceed with the
negotiation and execution of a definitive merger agreement and other necessary
documentation and to consummate the transaction as quickly as possible.
Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 is hereby amended and restated in its entirety to
read as follows:
(a) As of May 3, 2000, Exploration beneficially owned 3,903,392 shares of
Common Stock including, pursuant to Rule 13d-3(d)(1) promulgated under the
Exchange Act, the 150,000 shares of Common Stock issuable upon exercise of the
Warrant. As of May 3, 2000, by reason of Intermountain's, Century's and Hokin's
respective relationships with Exploration, under Rule 13d-3 under the Exchange
Act, Intermountain, Century and Hokin may each be deemed to beneficially own
3,903,392 shares of Common Stock. As of May 3, 2000, 3,903,392 shares of Common
Stock represented approximately 58.1% of the outstanding shares of Common Stock,
based on the 6,458,333 shares of Common Stock outstanding as of
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December 31, 1999 as reported in the Company's Form 10-K for the year ended
December 31, 1999.
Paragraph (b) of Item 5 is hereby amended and restated in its entirety to
read as follows:
(b) Exploration and, by reason of their relationship with Exploration, each
of Intermountain, Century and Hokin share the power to vote or direct the vote,
to dispose or direct the disposition of 3,753,392 shares of Common Stock.
Item 7. Material to be Filed as Exhibits.
1. Merger Proposal Letter, dated May 3, 2000, from Intermountain to the
Company.
2. Subscription Agreement, dated as of December 28, 1999, between
Intermountain and the Company (Incorporated by reference to the Current Report
on Form 8-K filed by Petroglyph Energy, Inc. on December 30, 1999).
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 4, 2000 III EXPLORATION COMPANY
By: /s/ Jeffrey K. Lebens
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Jeffrey K. Lebens,
Treasurer and Assistant
Secretary
Dated: May 4, 2000 INTERMOUNTAIN INDUSTRIES, INC.
By: /s/ William C. Glynn
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William C. Glynn,
President
Dated: May 4, 2000 CENTURY PARTNERS-IDAHO LIMITED
PARTNERSHIP
By: /s/ Richard Hokin
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Richard Hokin
General Partner
Dated: May 4, 2000 /s/ Richard Hokin
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Richard Hokin
9 of 9
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Exhibit Index
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1. Merger Proposal Letter, dated May 3, 2000, from Intermountain to the
Company.
2. Subscription Agreement, dated as of December 28, 1999, between
Intermountain and the Company (Incorporated by reference to the Current Report
on Form 8-K filed by Petroglyph Energy, Inc. on December 30, 1999).
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STRICTLY CONFIDENTIAL
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May 3, 2000
Petroglyph Energy, Inc.
1302 North Grand
Hutchinson, Kansas 67501
Attention: Mr. Robert C. Murdock
President, Chief Executive Officer
and Chairman of the Board
Gentlemen:
Intermountain Industries, Inc. ("Intermountain") is pleased to make a
proposal to acquire the remaining shares it does not currently own of the common
stock of Petroglyph Energy, Inc. ("Petroglyph") in a transaction pursuant to
which each Petroglyph shareholder (other than Intermountain, which currently
owns, through its wholly owned subsidiary III Exploration Company, 3,753,392
shares, or 58.1%, of Petroglyph common stock, and also owns warrants presently
exercisable for an additional 150,000 shares) would receive $2.20 in cash (the
"Cash Consideration") for each issued and outstanding share of Petroglyph common
stock. Intermountain currently has available to it from working capital and
existing unrestricted credit facilities sufficient resources to provide the Cash
Consideration and the Loan Facility (as defined below).
By our calculation, the Cash Consideration we are offering your
shareholders represents more than a 35% premium to Petroglyph's 20-trading day
average reported closing stock price of $1.62. That price also exceeds the $2.00
price at which Petroglyph sold 1,000,000 shares to Intermountain at the end of
December 1999. We believe that our proposal constitutes an excellent opportunity
for the shareholders of Petroglyph to realize full value for their shares to an
extent not available to them in the marketplace. Importantly, in connection with
our offer to acquire Petroglyph, we will make a commitment to provide Petroglyph
with up to $1 million in financing before the consummation of the merger. This
financing, which will be in the form of a loan that will be due upon the
consummation or rejection of the transaction we propose (the "Loan Facility"),
will be available to Petroglyph: (i) to meet Petroglyph's interim working
capital needs and, to the extent approved in the future by Petroglyph's board of
directors, capital expenditures; and (ii) to pay fees and expenses that
Petroglyph would incur in connection with the transaction. Petroglyph would
remain free, of course, to seek alternative financing from other sources as it
sees fit.
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Petroglyph Energy, Inc.
May 3, 2000
Page 2
We expect the transaction would be effected by the merger of Petroglyph
with a wholly owned subsidiary of Intermountain (such transaction, the
"Merger"). In the Merger, each issued and outstanding share of Petroglyph common
stock would be converted into the right to receive the Cash Consideration.
If the Merger goes forward as proposed, we would intend to cause Petroglyph
to offer to a majority of the current employees of Petroglyph continuing
employment with Petroglyph on mutually agreeable terms.
Our offer assumes that: (i) the gross amount of all indebtedness and
accrued interest (including capitalized leases, senior subordinated notes issued
to III Exploration Company, Petroglyph's credit facility with Chase Manhattan
Bank and the Loan Facility) of Petroglyph and its subsidiaries at the closing
will not exceed $19 million; and (ii) Petroglyph will not effect or agree to
effect any material asset acquisitions or dispositions or any other material
transactions not approved in future by Petroglyph's board of directors. Any
change in these matters could affect our willingness to go forward or could
result in an adjustment of our offer price.
This offer is subject to negotiation and execution of a definitive merger
agreement and other agreements relating to the Merger and the satisfaction of
the customary conditions and provisions set forth therein. We believe we would
be able to complete quickly the negotiation of the terms of these definitive
agreements and to consummate this transaction on an accelerated basis. We are
currently preparing a proposed merger agreement and would expect that the
definitive agreements would contain terms and conditions customary for an
acquisition of a public company.
As you know, as the holder of a majority of the issued and outstanding
Petroglyph common stock, we are already familiar with the business of
Petroglyph, and our review of legal and accounting due diligence matters can,
barring any unforeseen circumstances, be completed on an expedited basis. We
believe we could complete our final confirmatory due diligence within one or two
weeks of your notification to us that you are prepared to accept our offer and
would propose to complete such due diligence during the negotiation of the
definitive agreements. Upon your request, we will provide a detailed list of
additional information and due diligence materials required to complete our
evaluation of the transaction.
Our offer is not subject to any further internal approvals at Intermountain
and we are not presently aware of any required regulatory approvals.
The offer set forth in this letter will remain open until May 10, 2000,
unless you reject it before that time. We wish to emphasize that we are a buyer
and not a seller of Petroglyph stock and would not be interested in engaging in
a transaction to sell our Petroglyph stock.
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Petroglyph Energy, Inc.
May 3, 2000
Page 3
Please contact us to respond to our proposal, or if you require any
additional information with respect to our proposal. We are prepared to meet
with you at your convenience should you believe that such a meeting would be
useful in order to provide any required clarification or to answer any questions
you may have. We look forward to discussing our proposal with you, entering into
definitive agreements promptly and consummating this transaction on an expedited
basis.
Very truly yours,
INTERMOUNTAIN INDUSTRIES, INC.
By: /s/ Richard Hokin
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Richard Hokin
Chairman of the Board
