SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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
700 LOUISIANA, SUITE 3700
HOUSTON, TEXAS 77002
(713) 236-9792
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 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>
SCHEDULE 13D
CUSIP No.: 390916100 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON (entities only)
B. CARL PRICE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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)
7.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1. Security and Issuer.
The Statement on Schedule 13D (the "Schedule 13D"), dated September 16,
1993, filed by B. Carl Price, relating to the beneficial ownership of 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, and amended and supplemented by Amendment No.
1 to the Schedule 13D, dated August 14, 1998, filed by B. Carl Price is hereby
amended and supplemented as set forth below. Other than as set forth below, the
Schedule 13D, as amended, is unchanged. The address of the principal executive
offices of the Issuer is 700 Louisiana, Suite 3700, Houston, Texas 77002.
Item 2. Identity and Background.
Except as otherwise provided below, Item 2 of the Schedule 13D remains
unchanged.
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 700 Louisiana, Suite 3700, Houston,
Texas 77002. Mr. Price's principal occupation is Vice President-
Corporate Development and Director of the Issuer.
Asset Purchase
Pursuant to the Asset Purchase Agreement and Plan of
Reorganization ("Agreement"), Future acquired, as of December 15, 1998,
substantially all of the assets and liabilities, including the going
concern value of Bargo Energy Resources, Ltd. ("Bargo L.P.") for $2
million and 100,000 shares of a new class of convertible preferred stock
of Future ("Preferred Stock"). Each share of Preferred Stock is
convertible at any time into 260 shares of common stock and votes as a
class with the common stock on all matters. Each share of Preferred
Stock has 260 votes. The Preferred Stock will participate with the
common stock on liquidating distributions and dividends, with each share
of Preferred Stock being entitled to 260 times the amount paid to common
shareholders. Bargo L.P. immediately distributed the shares of
Preferred Stock to its partners, Bargo Operating Company, Inc. ("Bargo
Operating"), Tim J. Goff, James E. Sowell and Thomas D. Barrow. Also
pursuant to the Agreement, Future issued 8,333,333 shares of its Common
Stock to Bargo Energy Company and TJG Investments, Inc. ("TJG") in
exchange for the cancellation of outstanding debt aggregating $4
million. As of the close of the transaction, Bargo L.P., Bargo Energy
Company, Bargo Operating, TJG, Mr. Goff, Mr. Barrow and Mr. Sowell
(Bargo L.P., Bargo Energy Company, Bargo Operating, TJG, Mr. Goff, Mr.
Barrow and Mr. Sowell are referred to as the "Bargo Group"),
beneficially owned approximately 80.8% of the outstanding Common Stock,
including the Preferred Stock on an as converted basis, of Future.
Amended and Restated Shareholders' Agreement
In connection with the Asset Purchase, Future, the Bargo Group,
Mr. B. Carl Price, Mr. Don Wm. Reynolds (Mr. Price and Mr. Reynolds are
referred to as the "Price Group") and certain other shareholders entered
into an Amended and Restated Shareholders' Agreement ("Shareholders'
Agreement") whereby Bargo Energy Company, Bargo Operating, TJG, Mr.
Goff, Mr. Barrow and Mr. Sowell were added as parties to the
Shareholders' Agreement and the Bargo Group's board representation was
increased from two director nominees to four director nominees and the
Price Group's board representation was decreased from three director
nominees to one director nominee. No other material provisions of the
Shareholders' Agreement were changed.
Page 3 of 6 Pages
<PAGE>
The provisions of the Shareholders' Agreement relating to voting
and transfer of Common Stock may be deemed to form a group composed of
the parties to the Shareholders' Agreement.
Item 3. Source and Amount of Funds or other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D, as amended, remains unchanged.
Item 5. Interest in Securities of the Issuer.
Except as otherwise provided below, Item 5 of the Schedule 13D
remains unchanged.
The following describes the number of shares of Common Stock,
including shares of Common Stock issuable upon exercise or conversion of
derivative securities and the percent of outstanding Common Stock owned
by the Reporting Person and the parties to the Shareholders' Agreement
and their officers, directors, partners and control persons ("Related
Parties"), other than those Related Parties that own no shares of Common
Stock or securities convertible into or exerciseable for shares of
Common Stock. All percentages are based on 13,986,733 shares of Common
Stock issued and outstanding on December 15, 1998, as represented by
Future in the Agreement, plus 8,333,333 shares of Common Stock issued to
Bargo Energy Company and TJG on December 15, 1998.
<TABLE>
Shares Outstanding Derivative Securities
----------------------- ---------------------
Name Sole Shared Sole Shared
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Bargo Energy
Company 0 7,078,333 0 0
Bargo LP 0 4,694,859 0 250,000(2)
Bargo Operating 0 4,694,859 0 510,000(3)
Tim J. Goff 0 13,028,192 8,406,666.658(4) 510,000(3)
TJG 0 1,255,000 0 0
Thomas D. Barrow 0 0 8,666,666.658(4) 0
James E. Sowell 0 0 8,666,666.684(4) 0
EnCap PLC 2,269,886 0 0 0
EnCap LP 2,424,973 0 0 0
B. Carl Price 1,089,149 0 633,508(5) 0
Don Wm. Reynolds 753,362 0 0 0
______________________
Total
---------------------
Name Number %(1)
<S> <C> <C>
- --------------------------------------------------------
Bargo Energy
Company 7,078,333 31.7
Bargo LP 4,944,859 21.9
Bargo Operating 5,204,859 22.8
Tim J. Goff 21,944,858.658 70.3
TJG 1,255,000 5.6
Thomas D. Barrow 8,666,666.658 28.0
James E. Sowell 8,666,666.684 28.0
EnCap PLC 2,269,886 10.2
EnCap LP 2,424,973 10.9
B. Carl Price 1,772,657 7.5
Don Wm. Reynolds 753,362 3.4
_____________________
</TABLE>
(1) In accordance with SEC regulations under Section 13(d) of the
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 (on an as converted
basis) owned by such stockholder divided by the number of shares
outstanding plus the number of derivative securities (on an as
converted basis) owned by such stockholder.
(2) Represents warrants to purchase Common Stock.
Page 4 of 6 Pages
<PAGE>
(3) Represents warrants to purchase 250,000 shares of Common Stock
and 260,000 shares of Common Stock issuable upon conversion of
Preferred Stock.
(4) Represents shares of Common Stock issuable upon conversion of
Preferred Stock.
(5) 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 December 15, 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 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 December 15, 1998 if he converted all of his salary with
shares of Common Stock.
There were no transactions, other than pursuant to the Agreement,
in the Common Stock effected by the Reporting Person, during the past
sixty days. To the best of the Reporting Person's knowledge, there were
no transactions in the Common Stock effected during the past sixty days
by the persons described above.
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 2 and 5 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.
Item 7. Material to be Filed as Exhibits.
Exhibit Number Description
Exhibit 4.1 - Amended and Restated Shareholders' Agreement,
dated December 15, 1998, by and among Future
Petroleum Corporation, Bargo Energy
Resources, Ltd., Bargo Energy Company, Bargo
Operating Company, Inc., TJG Investments,
Inc., Thomas Barrow, Tim J. Goff, James E.
Sowell, Energy Capital Investment Company
PLC, EnCap Equity 1994 Limited Partnership,
B. Carl Price and Don Wm. Reynolds
(incorporated herein by reference to Exhibit
99.8 to Future Petroleum Corporation's Report
on Form 8-K, filed on December 30, 1998; File
No. 000-08609)
Page 5 of 6 Pages
<PAGE>
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: January 22, 1999
/s/ B. Carl Price
B. Carl Price
Page 6 of 6 Pages
