-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NcTQmW2I30XcFHpT0jyUYSWc/NC2EoJz5NsW8eMzwzUx4qzZUcQDtzu/XhYw8zGE xFpEyiHyTkXNVKFhigj/Mg== 0000320321-99-000060.txt : 19990412 0000320321-99-000060.hdr.sgml : 19990412 ACCESSION NUMBER: 0000320321-99-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990330 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAGULL ENERGY CORP CENTRAL INDEX KEY: 0000320321 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741764876 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08094 FILM NUMBER: 99590030 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1700 STREET 2: 1001 FIRST CITY TOWER CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7139514700 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1700 STREET 2: 1001 FIRST CITY TOWER CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 8-K 1 MERGER WITH OCEAN ENERGY, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Earliest Event Reported: March 30, 1999 OCEAN ENERGY, INC. (Exact name of registrant as specified in its charter) Texas 1-8094 74-1764876 (State or other (Commission (IRS Employer jurisdiction of file number) Identification No.) incorporation) 1001 Fannin, Suite 1700 Houston, Texas 77002 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 951-4700 Seagull Energy Corporation (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets Effective on March 30, 1999, Ocean Energy, Inc., a Delaware corporation ("OEI"), merged (the "Merger") with and into Seagull Energy Corporation, a Texas corporation ("Seagull"), pursuant to an Agreement and Plan of Merger dated November 24, 1998, as amended, between OEI and Seagull (the "Merger Agreement"). In connection with the Merger, Seagull changed its name to "Ocean Energy, Inc." ("New Ocean"). In the Merger, each issued and outstanding share of common stock of OEI, par value $.01 per share ("OEI Common Stock"), was converted into one share of common stock, par value $.10 per share, of New Ocean (the "New Ocean Common Stock") and each issued and outstanding share of Series A preferred stock of OEI, par value $.01 per share ("OEI Preferred Stock") was converted into one share of Series C preferred stock, par value $1.00 per share, of New Ocean ("New Ocean Preferred Stock"). The exchange ratio was determined through arm's length negotiations between the parties. New Ocean expects to issue up to 101,729,918 shares of New Ocean Common Stock and 50,000 shares of New Ocean Preferred Stock in the Merger. Shares of OEI Common Stock and OEI Preferred Stock are no longer transferable and certificates evidencing such shares represent only the right to receive shares of New Ocean Common Stock and New Ocean Preferred Stock, respectively, in accordance with the provisions of the Merger Agreement. The shareholders of OEI and Seagull approved the Merger at special meetings held on March 30, 1999. OEI was a publicly traded oil and gas company. New Ocean intends to continue its business. A description of the closing of the Merger is contained in the March 30, 1999 press release of New Ocean, attached hereto as Exhibit 99.1 and incorporated herein by reference. The Merger Agreement is incorporated herein by reference from Annex A to the Joint Proxy Statement/Prospectus contained in Amendment No. 3 to Seagull's Registration Statement on Form S-4 (No. 333-68679), filed with the Securities and Exchange Commission (the "Commission") on February 23, 1999 and declared effective by the Commission on February 23, 1999 (the "Registration Statement"). A description of the Merger, including additional responses to the information requested in this Item 2, are contained in the Registration Statement, the text of which is incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired Audited Financial Statements of OEI(1) Report of Independent Public Accountants Consolidated Statement of Income, Years Ended December 31, 1998, 1997 and 1996 Consolidated Balance Sheet, December 31, 1998 and 1997 Consolidated Statement of Changes in Stockholders' Equity, Years Ended December 31, 1998, 1997 and 1996 Consolidated Statement of Cash Flows, Years Ended December 31, 1998, 1997 and 1996 Notes to Consolidated Financial Statements - --------------------------------- (1) Incorporated by reference to pages 28 through 60 of OEI's Annual Report on Form 10-K for the year ended December 31, 1998 filed with the Commission on February 16, 1999. (b) Pro Forma Financial Information The pro forma information required by this item is contained on pages 29 through 33 of the Joint Proxy Statement/Prospectus included in the Registration Statement which is incorporated herein by reference. (c) Exhibits The following Exhibits are filed as part of this report: 2.1 - Agreement and Plan of Merger, dated as of November 24, 1998, as amended, between OEI and Seagull (included as Annex A to the Joint Proxy Statement/Prospectus contained in Seagull's Registration Statement on Form S-4 (No. 333-68679) and incorporated herein by reference). 23.1 - Independent Auditors' Consent 99.1 - Press Release of the Company dated March 30, 1999. 99.2 - Audited Financial Statements of OEI included as pages 28 through 60 of OEI's Annual Report on Form 10-K for the year ended December 31, 1998 (incorporated herein by reference from OEI's Annual Report on Form 10-K filed with the Commission on February 16, 1999). 99.3 - Unaudited Pro Forma Condensed Combined Financial Statements of New Ocean included as pages 29 through 33 of the Joint Proxy Statement/Prospectus included in Seagull's Registration Statement on Form S-4 (No. 333-68679) (incorporated herein by reference from Seagull's Registration Statement on Form S-4 (No. 333-63679) filed with the Commission on February 23, 1999). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OCEAN ENERGY, INC. /s/ WILLIAM L. TRANSIER William L. Transier Executive Vice President and Chief Financial Officer Date: April 8, 1999. EXHIBIT INDEX Exhibit Number Description 2.1 - Agreement and Plan of Merger, dated as of November 24, 1998, as amended, between OEI and Seagull (included as Annex A to the Joint Proxy Statement/Prospectus contained in Seagull's Registration Statement on Form S-4 (No.333-68679) and incorporated herein by reference). 23.1 - Independent Auditors' Consent 99.1 - Press Release of the Company dated March 30, 1999. 99.2 - Audited Financial Statements of OEI included as pages 28 through 60 of OEI's Annual Report on Form 10-K for the year ended December 31, 1998 (incorporated herein by reference from OEI's Annual Report on Form 10-K filed with the Commission on February 16, 1999). 99.3 - Unaudited Pro Forma Condensed Combined Financial Statements of New Ocean included as pages 29 through 33 of the Joint Proxy Statement/Prospectus included in Seagull's Registration Statement on Form S-4 (No. 333-68679) (incorporated herein by reference from Seagull's Registration Statement on Form S-4 (No. 333-63679) filed with the Commission on February 23, 1999). EX-23 2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As indepenent public accountants, we hereby consent to the incorporation in this Form 8-K of our report dated February 15, 1999, on the Ocean Energy, Inc. consolidated financial statements incorporated by reference herein. /s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Houston, Texas EX-99.1 3 PRESS RELEASE DATED MARCH 30, 1999 EXHIBIT 99.1 FOR IMMEDIATE RELEASE March 30, 1999 Contact: Michael O. Aldridge Vice President - Corporate Communications 1201 Louisiana, Suite 1400 Houston, Texas 77002 (713) 420-1142 Ocean Energy and Seagull Energy Shareholders Approve Merger HOUSTON - Ocean Energy, Inc. (NYSE: OEI) and Seagull Energy Corporation (NYSE: SGO) today announced that shareholders approved the merger of the two companies in special shareholder meetings earlier today. After obtaining shareholder approval, the companies filed the necessary legal documents making the merger effective today. The combined company, named Ocean Energy, Inc. and headquartered in Houston, is the country's ninth-largest independent exploration and production company based on a market capitalization of $3 billion, with proved reserves at Dec. 31, 1998 of 2.98 trillion cubic feet of gas equivalent. Executive officers of Ocean Energy are: James C. Flores, Chairman of the Board James T. Hackett, President and Chief Executive Officer James L. Dunlap, Vice Chairman William L.Transier,Executive Vice President and Chief Financial Officer Robert K. Reeves, Executive Vice President and General Counsel Richard F. Barnes, President, ENSTAR Natural Gas John D. Schiller, Senior Vice President of North America Richard G. Zepernick, Jr., Senior Vice President of Gulf of Mexico The 15-member Ocean Energy board of directors comprises eight former Ocean Energy board members including Mr. Flores, and seven former Seagull board members including Mr. Hackett. The common stock of the new company will begin trading on the New York Stock Exchange at the opening of business on Wednesday, March 31, 1999 under the ticker symbol "OEI". The Company's stock will trade under the CUSIP number of 67481E 10 6. In the merger, Ocean Energy will merge with and into Seagull, which will be renamed Ocean Energy, Inc. Each old Ocean Energy shareholder will receive one newly issued share of Seagull common stock for each Ocean Energy common share, and all Seagull shares will remain outstanding. As a result, new Ocean Energy will have approximately 165 million shares outstanding, of which approximately 61.5% will be owned by Ocean Energy shareholders and 38.5% will be owned by Seagull shareholders. As OEI stockholders will own a majority of the new company's common stock, the merger will be treated for accounting purposes as an acquisition by Ocean Energy of Seagull in a purchase business transaction. Seagull shareholders will retain their stock certificates. Record holders of old OEI common stock will be sent letters of transmittal and other instructions for exchanging their stock certificates for certificates representing the new Ocean Energy common stock. Certain statements in this news release regarding future expectations, plans for acquisitions, dispositions, and oil and gas reserves, exploration, development, production and pricing may be regarded as "forward looking statements" within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Companys' SEC filings, including the Annual Report on Form 10-K for the year ended December 31, 1998. Actual results may vary materially. For more information, contact Investor Relations at (713) 420-1143 or mail requests to 1201 Louisiana, Suite 1400, Houston, Texas 77002. -----END PRIVACY-ENHANCED MESSAGE-----