0001104659-10-002442.txt : 20100121 0001104659-10-002442.hdr.sgml : 20100121 20100121161615 ACCESSION NUMBER: 0001104659-10-002442 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100121 DATE AS OF CHANGE: 20100121 GROUP MEMBERS: HUGH E. HARVEY, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intrepid Potash, Inc. CENTRAL INDEX KEY: 0001421461 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 261501877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83993 FILM NUMBER: 10539061 BUSINESS ADDRESS: STREET 1: 707 17TH STREET STREET 2: SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-296-3006 MAIL ADDRESS: STREET 1: 707 17TH STREET STREET 2: SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARVEY OPERATING & PRODUCTION CO CENTRAL INDEX KEY: 0001432537 IRS NUMBER: 840970606 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 17TH STREET, SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 296-3006 MAIL ADDRESS: STREET 1: 707 17TH STREET, SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 a10-1870_2sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO § 240.13d-2(a)

(Amendment No. 4)

INTREPID POTASH, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

46121Y102

(CUSIP Number)

Hugh E. Harvey, Jr.

Chief Technology Officer

Intrepid Potash, Inc.

707 17th Street, Suite 4200

Denver, Colorado 80202

(303) 296-3006

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 11, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

CUSIP No. 46121Y102

	1	Names of Reporting Persons Harvey Operating and Production Company

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Colorado

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 15,136,000

			8	Shared Voting Power 0(1)

			9	Sole Dispositive Power 15,136,000

			10	Shared Dispositive Power 0(1)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,136,000(1)

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13	Percent of Class Represented by Amount in Row 11 20.2%(2)

	14	Type of Reporting Person (See Instructions) CO

(1)	Excludes 14,736,000 shares of Common Stock of the Issuer held by Intrepid Production Corporation, which may be deemed to be beneficially owned by Harvey Operating and Production Company as a result of the relationships among Intrepid Production Corporation and Harvey Operating and Production Company described in Item 6 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Harvey Operating and Production Company that it is the beneficial owner of any shares of Common Stock of the Issuer held by Intrepid Production Corporation.

(2)	Based on the 75,032,086 shares of Common Stock of the Issuer outstanding as of October 31, 2009, as disclosed in the Issuer’s most recent Quarterly Report on Form 10-Q.

CUSIP No. 46121Y102

	1	Names of Reporting Persons Hugh E. Harvey, Jr.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3	SEC Use Only

	4	Source of Funds (See Instructions) OO

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 15,153,578(1)

			8	Shared Voting Power 0(2)

			9	Sole Dispositive Power 15,153,578(1)

			10	Shared Dispositive Power 0(2)

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,153,578(1) (2)

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13	Percent of Class Represented by Amount in Row 11 20.2%(3)

	14	Type of Reporting Person (See Instructions) IN

(1)	Includes 15,136,000 shares held by Harvey Operating and Production Company that are or may be deemed to be beneficially owned by Hugh E. Harvey, Jr. Mr. Harvey is the sole shareholder, sole director and President of Harvey Operating and Production Company. Mr. Harvey was granted 17,578 shares of restricted common stock on February 25, 2009, which will vest in three equal annual installments beginning on February 25, 2010.
(2)	Excludes 14,736,000 shares of Common Stock of the Issuer held by Intrepid Production Corporation, which may be deemed to be beneficially owned by Hugh E. Harvey, Jr. as a result of the relationships among Intrepid Production Corporation and Harvey Operating and Production Company described in Item 6 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Hugh E. Harvey, Jr. that he is the beneficial owner of any shares of Common Stock of the Issuer held by Intrepid Production Corporation.
(3)	Based on the 75,032,086 shares of Common Stock of the Issuer outstanding as of October 31, 2009, as disclosed in the Issuer’s most recent Quarterly Report on Form 10-Q.

CUSIP No. 46121Y102

Item 1.	Security and Issuer
	This Amendment No. 4 amends the statement on Schedule 13D filed on May 5, 2008, as amended on December 16, 2008, June 8, 2009 and November 12, 2009, by Harvey Operating and Production Company, a Colorado corporation (“HOPCO”) and Hugh E. Harvey, Jr. (“HEH”) with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Intrepid Potash, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition have the meanings assigned to them in the Schedule 13D.

Item 5.	Interest in Securities of the Issuer
	Item 5 of the Schedule 13D is hereby supplemented as follows: (a) The responses of the Reporting Persons with regard to Items 11 and 13 of the cover pages to this Amendment No. 4 that relate to the aggregate number and percentage of Common Stock beneficially owned by such Reporting Persons are herein incorporated by reference. (b) The responses of the Reporting Persons with regard to Items 7, 8, 9 and 10 of the cover pages to this Amendment No. 4 that relate to the number of shares as to which such persons have sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition are herein incorporated by reference. (c) The following transactions in the Common Stock were effected by the Reporting Persons in the 60 days prior to the date of this filing: (1) On November 17, 2009, HOPCO sold 224,100 shares of Common Stock in the open market pursuant to a Rule 10b5-1 sales plan adopted on November 9, 2009 for aggregate consideration of $6,209,205.93. The shares were sold in multiple transactions at prices ranging from $26.70 to $28.13 per share. (2) On November 18, 2009, HOPCO sold 125,900 shares of Common Stock in the open market pursuant to a Rule 10b5-1 sales plan adopted on November 9, 2009 for aggregate consideration of $3,597,894.66. The shares were sold in multiple transactions at prices ranging from $28.38 to $28.83 per share. (3) On November 20, 2009, HOPCO sold 175,000 shares of Common Stock in the open market pursuant to a Rule 10b5-1 sales plan adopted on November 9, 2009 for aggregate consideration of $5,217,537.50. The shares were sold in multiple transactions at prices ranging from $29.51 to $30.04 per share. (4) On January 5, 2010, HOPCO sold 150,000 shares of Common Stock in the open market pursuant to a Rule 10b5-1 sales plan adopted on November 9, 2009 for aggregate consideration of $4,749,645.00. The shares were sold in multiple transactions at prices ranging from $31.04 to $32.45 per share. (5) On January 11, 2010, HOPCO sold 150,000 shares of Common Stock in the open market pursuant to a Rule 10b5-1 sales plan adopted on November 9, 2009 for aggregate consideration of $4,976,205.00. The shares were sold in multiple transactions at prices ranging from $32.32 to $34.15 per share.

Item 7.	Material to be Filed as Exhibits
	Exhibit 1 Joint Filing Agreement among the Reporting Persons, dated May 5, 2008.† Exhibit 2 Powers of Attorney for the Reporting Persons, dated May 5, 2008.† Exhibit 3 Form of Lock-Up Agreement, dated as of April 21, 2008, between the Issuer and each of the Original Stockholders, RPJ and the other directors and officers of the Issuer.* Exhibit 4 Exchange Agreement, dated as of April 21, 2008, between the Issuer and Intrepid Mining. Exhibit 5 Director Designation and Voting Agreement, dated as of April 25, 2008, among the Issuer, IPC, HOPCO and PAL.* Exhibit 6 Registration Rights Agreement, dated as of April 25, 2008, among the Issuer, IPC, HOPCO and PAL.* Exhibit 7 Employment Agreement, dated as of April 25, 2008, between the Issuer and HEH.* Exhibit 8 2008 Equity Incentive Plan, dated April 25, 2008.**** Exhibit 9 Sales Plan, adopted June 8, 2009, between HOPCO and J.P. Morgan Securities Inc.† Exhibit 10 Sales Plan, adopted November 9, 2009, between HOPCO and J.P. Morgan Securities Inc.† Exhibit 11 Powers of Attorney for the Reporting Persons, dated November 30, 2009.††

	†	Previously filed.

	††	Filed herewith.

	*	Incorporated by reference to Exhibit A to Exhibit 10.1 to Amendment No. 3 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on April 7, 2008.

	**	Incorporated by reference to the Issuer’s Current Report on Form 8-K dated April 25, 2008, filed with the Commission on April 25, 2008.

	***	Incorporated by reference to the Issuer’s Current Report on Form 8-K dated May 1, 2008, filed with the Commission on May 1, 2008.

	****	Incorporated by reference to the Issuer’s Registration Statement on Form S-8 dated April 25, 2008, filed with the Commission on April 25, 2008.

CUSIP No. 46121Y102

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 21, 2010	HARVEY OPERATING AND PRODUCTION COMPANY


	By:	/s/ Geoffrey T. Williams, Jr.
	Name:	Geoffrey T. Williams, Jr.
	Title:	Attorney-in-Fact


Dated: January 21, 2010	HUGH E. HARVEY, JR.


	By:	/s/ Geoffrey T. Williams, Jr.
	Name:	Geoffrey T. Williams, Jr.
	Title:	Attorney-in-Fact

EX-11 2 a10-1870_2ex11.htm EX-11

EXHIBIT 11

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Martin D. Litt, Geoffrey T. Williams, Jr. and Jennifer A. D’Alesssandro, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of Common Stock of Intrepid Potash, Inc., a Delaware corporation (the “Company”), and/or as an officer or director of the Company, any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or Schedule 13G and timely file such forms with the United States Securities and Exchange Commission; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of November 2009.

HARVEY OPERATING AND PRODUCTION COMPANY

By:	/s/ Hugh E. Harvey, Jr.
Name:	Hugh E. Harvey, Jr.
Title:	President

HUGH E. HARVEY, JR.

By:	/s/ Hugh E. Harvey, Jr.