SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
FUTURE PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
390916 100
(CUSIP Number)
CARL PRICE
FUTURE PETROLEUM CORPORATION
2351 WEST NORTHWEST HIGHWAY, SUITE 2130
DALLAS, TEXAS 75220
(214) 350-7602
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 1998
(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 Sections
240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following
box. ___
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) 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).
<PAGE>1
SCHEDULE 13D
CUSIP No.:
1 NAME OF REPORTING PERSON (entities only)
B. CARL PRICE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
Number of 7 SOLE VOTING POWER 1,722,657
Shares Bene- _____________________________________________
ficially 8 SHARED VOTING POWER 0
Owned by _____________________________________________
Each Report- 9 SOLE DISPOSITIVE POWER 1,722,657
ing Person _____________________________________________
With 10 SHARED DISPOSITIVE POWER 0
_____________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,722,657
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>2
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 Future Petroleum Corporation, a Utah corporation (the
"Issuer" or "Future"), formerly known as Intermountain Exploration
Company. The address of the principal executive offices of the
Issuer is 2351 West Northwest Highway, Suite 2130, Dallas, Texas
75220.
This Amendment No. 1 to the Schedule 13D previously filed by
the Reporting Person (as defined) is filed hereby to reflect the
consummation of the Merger described below and certain other
transactions in connection therewith. This Amendment amends the
Schedule 13D, dated September 16, 1993, filed by B. Carl Price,
reflecting his beneficial ownership of Intermountain Exploration
Company.
Item 2. Identity and Background.
The following person ("Reporting Person") is filing this
Schedule 13D:
The principal business address and office of B. Carl Price
("Reporting Person") is located at 2351 West Northwest Highway,
Suite 2130, Dallas, Texas, 75220. Mr. Price's principal
occupation is President and Director of the Issuer.
Merger Agreement; Debt Restructuring and Election of
Directors
On August 14, 1998, Bargo Energy Resources, Ltd. ("Bargo
LP"), a Texas limited partnership, SCL-CAL Company, a Texas
corporation and wholly owned subsidiary of Bargo LP, Future and a
wholly owned subsidiary of Future entered into an Agreement and
Plan of Merger ("Merger Agreement") pursuant to which SCL-CAL
Company was merged, effective as of August 14, 1998 (the
"Merger"), with and into the Future subsidiary. Pursuant to the
Merger, Bargo LP received 4,694,859 shares of Future Common Stock
and a warrant (the "Warrant") to purchase 250,000 shares of Future
Common Stock with an exercise price of $0.43 per share. The
Warrant may be exercised at any time prior to August 14, 2003.
The assets of SCL-CAL Company were primarily working interests in
oil and gas properties located in California.
Simultaneously with the Merger, Future renewed and extended
certain indebtedness owed to Energy Capital Investment Company
PLC, an English company ("EnCap PLC"), and EnCap Equity 1994
Limited Partnership, a Texas limited partnership ("EnCap LP" and,
together with EnCap PLC, the "EnCap Entities"). In connection
with the renewal and extension, EnCap PLC and EnCap LP were issued
1,373,097 and 1,471,782 shares of Common Stock, respectively.
Based on information provided to the Reporting Person by the EnCap
Entities, the Reporting Person believe that EnCap PLC and EnCap LP
beneficially owned 2,269,886 and 2,424,973 shares of Common Stock,
respectively, following such acquisitions.
In the Merger Agreement, Future agreed to cause the
resignation of Mr. Robert Price and Mr. D. William Reynolds, Jr. as
directors of the Company, to increase the size of the Board of
Directors to seven persons and to appoint Messrs. Tim J. Goff,
Thomas D. Barrow, D. Martin Phillips and Gary R. Petersen as
directors of the Company. The effective date of such resignations
and appointments was August 21, 1998.
<PAGE>3
Shareholders' Agreement
In connection with the Merger, Bargo LP, the EnCap Entities,
the Reporting Person, Mr. Don Wm. Reynolds (the Reporting Person
and Mr. Reynolds are referred to as the "Price Group") and Future
entered into a Shareholders' Agreement. Based on information
provided to the Reporting Person by the other parties to the
Shareholders' Agreement, the following sets forth the number of
shares of Common Stock beneficially owned by the parties to the
Shareholders' Agreement.
<TABLE>
Total Shares
Beneficially
Shares Outstanding Owned
------------------ Derivative ---------------
Name Number % Securities Number %(2)
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------
Bargo LP 4,694,859 34.3 250,000 4,944,859 35.5
EnCap PLC 2,269,886 16.6 -- 2,269,886 16.6
EnCap LP 2,424,973 17.7 -- 2,424,973 17.7
Mr. Price 1,089,149 8.0 633,508(1) 1,722,657 12.0
Mr. Reynolds 753,362 5.5 -- 753,362 5.5
---------- ---- ---------- ---------- ----
Total 11,132,229 81.2 837,720 11,969,949 86.5
========== ==== ========== ========== ====
</TABLE>
(1) Includes 587,720 shares of Common Stock that may be
acquired pursuant to employee stock options which may be
exercised immediately. Also includes 45,788 shares of Common
Stock, the maximum number of shares which Mr. Price has the
right to acquire during the 60 days following August 14,
1998, under an employment agreement with Future. Under this
agreement, Mr. Price may elect to receive all or a portion of
his salary in shares of Common Stock at a price per share of
$0.42 per share until December 31, 1998. From January 1,
1998 and until the employment agreement terminates, the
purchase price per share is the average midpoint between the
bid and asked price of the Common Stock on the OTC Bulletin
Board for the last five days of the calendar year prior to
the year the compensation is earned. The 45,788 shares
included in the foregoing table represents the maximum number
of shares which Mr. Price could acquire during the 60 day
period following August 14, 1998, if he converted all of his
salary into shares of Common Stock.
(2) In accordance with regulations of the Securities and
Exchange Commission ("SEC") under Section 13(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
the percent shown in this column for each stockholder
represents the number of shares of Common Stock owned by the
stockholder plus the derivative securities owned by such
stockholder divided by the number of shares outstanding plus
the number of derivative securities owned by such
stockholder.
The parties to the Shareholders' Agreement have agreed to
cause the Board of Directors of Future to be composed of seven
persons. Each party has further agreed to vote their shares of
Common Stock in connection with the election of directors of the
Company for two nominees of Bargo LP, two nominees of the EnCap
Entities and three nominees of the Price Group. In addition, the
parties to the Shareholders' Agreement have agreed that one of the
nominees of Bargo LP will be the Chairman of the Board of
Directors of the Company.
The parties to the Shareholders' Agreement have also granted
each other the right of first refusal with respect to proposed
transfers of their Common Stock. The right of first refusal
provides that any party to the Shareholders' Agreement proposing
to sell shares of Common Stock pursuant to a bona fide offer must
first offer the shares to the other stockholders at the price at
which such Common Stock is proposed to be sold. The right of first
refusal does not apply to the following transactions ("Exempt
Transfers"): sales of Common Stock in compliance with Rule 144,
pursuant to a registration statement filed with the SEC or
transfers by a stockholder to its equity owners (provided the
equity owner agrees to be bound by the Shareholders' Agreement).
<PAGE>4
The parties to the Shareholders' Agreement have also granted
each other tag along rights with respect to the proposed sale of
their Common Stock. The tag along rights provide that any party
to the Shareholders' Agreement proposing to sell shares of Common
Stock pursuant to a bona fide offer must, if requested by the
other stockholders, cause the purchase, for the same purchase
price and on the same terms, of a proportionate number of shares
of Common Stock owned by such other stockholders. The tag along
rights do not apply to Exempt Transfers.
The provisions of the Shareholders' Agreement relating to
voting and transfer of Common Stock may be deemed to cause the
formation of a group composed of the parties to the Shareholders'
Agreement.
By-Law Amendments
Pursuant to the terms of an Agreement, dated August 14, 1998,
B. Carl Price, the EnCap Entities and Bargo LP have agreed to
amend ("By-Law Amendments") the By-Laws of the Company to provide
that, for so long as Bargo LP is entitled to nominate one or more
persons to the Board of Directors of the Company as provided in
the Shareholders' Agreement, without the approval of one of the
directors nominated by Bargo LP, the Company cannot take certain
actions, including, without limitation, (i) incur or be liable for
indebtedness other than indebtedness under the Company's credit
facility with a commercial bank, obligations under operating
leases entered into in the ordinary course of the Company's
business, and purchase money indebtedness in an aggregate
principal amount not to exceed $200,000 at any time; (ii) merge or
consolidate with or into any other business entity; (iii) sell,
transfer, lease, exchange, alienate or dispose of certain assets;
(iv) make any expenditure or commitment or incur any obligation or
enter into or engage in any transaction except in the ordinary
course of business (which ordinary course of business includes the
acquisition, directly or indirectly, of oil and gas properties);
or (v) engage in any material transaction with any of its
affiliates on terms which are less favorable to it than those
which would have been obtainable at the time in arms-length
dealing with persons other than such affiliates.
Pledge Agreement
In connection with the Merger, Future entered into a $20
million credit agreement with a commercial bank. Borrowings under
the credit agreement may not exceed a borrowing base initially set
at $10.5 million. Pursuant to pledge agreements, each of which is
dated August 14, 1998 ("Pledge Agreements"), Bargo LP, the EnCap
Entities and the Price Group have pledged their shares of Common
Stock to secure Future's borrowings under the credit agreement.
If an event of default occurs under the credit agreement, the bank
will have the right to vote all of the shares of Future subject to
the Pledge Agreements, and following foreclosure on the Common
Stock, will have the right to sell the Common Stock as provided in
the Pledge Agreements and applicable law.
Employment Agreement
The Reporting Person entered into an Amended and Restated
Executive Employment Agreement (the "Agreement") on August 14,
1998. The Agreement is for a three-year term and is automatically
extended for an additional year upon each anniversary of the
effective date unless terminated. In consideration for services
to be rendered, the Reporting Person is to be paid an annual
salary of $125,000, subject to adjustments and bonuses, was
granted a 10-year option to purchase 350,000 shares of the
Issuer's Common Stock at an exercise price of $0.40625 and was
given the option to use a portion of his annual compensation to
purchase shares of the Issuer's Common Stock. The price per share
for stock in lieu of cash payment is $0.42 per share for
compensation relating to the period ending December 31, 1998.
Thereafter, the price per share for stock in lieu of cash payment
is the average midpoint price between the bid and ask for the last
five (5) days of the calendar year prior to the year to which the
foregone compensation relates. All shares purchased pursuant to
this grant are to be delivered by January 31 following the year of
service for which the foregone compensation was payable.
<PAGE>5
The Reporting Person has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
The Reporting Person has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and 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.
The Reporting Person is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The Reporting Person acquired his ownership interest in
Future for the purpose of holding a substantial ownership position
in Future in order to be able to influence the business and
management of Future. The Reporting Person, through his nominees
on the Board of Directors, intends to actively participate in the
business and management of Future. The Reporting Person plans to
seek to aggressively grow the reserves and cash flow of Future by
acquiring additional oil and gas properties and developing such
properties. The parties to the Shareholders' Agreement, voting
together as provided in such agreement, have the ability to
control Future with respect to the election of directors.
The Reporting Person intends to monitor and evaluate his
investment in Future in light of pertinent factors, including oil
and gas prices, market conditions, Future's performance and
prospects, the trading prices of the Common Stock, conditions in
the oil and gas industry and general economic conditions. The
Reporting Person may make additional purchases of Common Stock in
the future through market transactions or otherwise, maintain his
current investment or dispose of some or all of the Common Stock.
Although the Reporting Person expects that Future will enter
into transactions to purchase additional oil and gas properties,
except as set forth above, the Reporting Person does not have any
present plan or intention which would result in or relate to any
of the actions described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The following describes the number of shares of Common Stock
and Warrants and the percent of outstanding Common Stock owned by
the Reporting Person and the parties to the Shareholders'
Agreement. All percentages are based on 6,157,015 shares of
Common Stock issued and outstanding on August 14, 1998, as
represented by Future in the Merger Agreement, plus the 4,694,859
and 2,844,859 shares of Common Stock issued to Bargo LP and the
EnCap Entities on August 14, 1998. Amounts beneficially owned by
parties to the Shareholders' Agreement are based on
representations and warranties made by such persons in the
Shareholders' Agreement.
<PAGE>6
<TABLE>
Shares Outstanding Total
------------------ Derivative ----------------
Name Number % Securities Number %(1)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------
Bargo LP 4,694,859 34.3 250,000 4,944,859 35.5
Bargo Operating (2) 4,694,859(3) 34.3(3) 250,000(3) 4,944,859(3)35.5
Tim J. Goff 4,694,859(3) 34.3(3) 250,000(3) 4,944,859(3)35.5
EnCap PLC 2,269,886 16.6 -- 2,269,886 16.6
EnCap LP 2,424,973 17.7 -- 2,424,973 17.7
Mr. Price 1,089,149 8.0 633,508(4) 1,722,657 12.0
Mr. Reynolds 753,362 5.5 -- 753,362 5.5
</TABLE>
(1) In accordance with SEC regulations under Section 13(d) of
the Exchange Act, the percent shown in this column for each
stockholder represents the number of shares of Common Stock
owned by the stockholder plus the derivative securities owned
by such stockholder divided by the number of shares
outstanding plus the number of derivative securities owned by
such stockholder.
(2) Bargo Operating Company, Inc. ("Bargo Operating") is a
Texas corporation, Bargo Operating is the sole general
partner of Bargo.
(3) Represents shares of Common Stock and Warrants owned by
Bargo LP.
(4) Includes 587,720 shares of Common Stock that may be
acquired pursuant to employee stock options which may be
exercised immediately. Also includes 45,788 shares of Common
Stock, the maximum number of shares which Mr. Price has the
right to acquire during the 60 days following August 14, 1998
under the Agreement. Under this Agreement, Mr. Price may
elect to receive all or a portion of his salary in shares of
Common Stock at a price per share of $0.42 per share until
December 31, 1998. From January 1, 1998 and until the
Agreement terminates, the purchase price per share is the
average midpoint between the bid and asked price of the
Common Stock on the OTC Bulletin Board for the last five days
of the calendar year prior to the years the compensation is
earned. The 45,788 shares included in the foregoing table
represents the maximum number of shares which Mr. Price could
acquire during the 60 day period following August 14, 1998 if
he converted all of his salary with shares of Common Stock.
All shares of Common Stock owned by the Reporting Person are
subject to the voting and transfer provisions of the Shareholders'
Agreement.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the
Issuer.
Except as set forth in Items 3, 4, 5 and 6 or in the Exhibits
filed herewith, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between any
of the individuals or entities described in Item 2 or between such
persons and any other person with respect to the shares of Common
Stock deemed to be beneficially owned by the Reporting Person.
<PAGE>7
Item 7. Material to be Filed as Exhibits.
Exhibit Number Description
Exhibit 4.1 - Shareholders' Agreement, dated August
14, 1998, by and among Future Petroleum
Corporation, Bargo Energy Resources,
Ltd., Energy Capital Investment Company
PLC, EnCap Equity 1994 Limited
Partnership, B. Carl Price, and Don Wm.
Reynolds. (Incorporated herein by
reference to Exhibit 10.5 to Future
Petroleum Corporation's Quarterly
Report on Form 10-QSB for the period
ended June 30, 1998. File No. 000-
08609)
Exhibit 4.2 - Pledge Agreement, dated August 14,
1998, between B. Carl Price and Bank of
America National Trust and Savings
Association. (Incorporated herein by
reference to Exhibit 10.16 to Future
Petroleum Corporation's Quarterly
Report on Form 10-QSB for the period
ended June 30, 1998. File No. 000-
08609)
Exhibit 4.3 - Agreement, dated August 14, 1998, by
and among Carl Price, Energy Capital
Investment Company PLC, EnCap Equity
1994 Limited Partnership, and Bargo
Energy Resources, Ltd. (Incorporated
herein by reference to Exhibit 4.3 to
Future Petroleum Corporation's
Quarterly Report on Form 10-QSB for the
period ended June 30, 1998. File No.
000-08609)
Exhibit 10.1 - Amended and Restated Employment
Agreement of B. Carl Price, dated
August 14, 1998. (Incorporated herein
by reference to Exhibit 10.6 to Future
Petroleum Corporation's Quarterly
Report on Form 10-QSB for the period
ended June 30, 1998. File
No. 000-08609)
Exhibit 10.2 - Registration Rights Agreement among the
Company, B. Carl Price and certain
other shareholders, dated August 14,
1998. (Incorporated herein by
reference to Exhibit 10.3 to Future
Petroleum Corporation' Corporation
Quarterly Report on Form 10-QSB for the
period ended June 30, 1998. File
No. 000-08609)
<PAGE>8
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: September 15, 1998
/s/ B. Carl Price
B. Carl Price
<PAGE>9
