-----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, V+G01KNd58ufm1RKI3JSsJgqUKRajO7+k0ApQ39fzMOpG45//ebNVTJlYezHW4q4 9feBgCB0m3vWViiroqe2yQ== 0000950129-98-004957.txt : 19981209 0000950129-98-004957.hdr.sgml : 19981209 ACCESSION NUMBER: 0000950129-98-004957 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGULL ENERGY CORP CENTRAL INDEX KEY: 0000320321 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 741764876 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-32179 FILM NUMBER: 98765602 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN ENERGY INC CENTRAL INDEX KEY: 0000930550 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721277752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1201 LOUISIANA STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77002-5603 BUSINESS PHONE: 7136549110 MAIL ADDRESS: STREET 1: 1201 LOUISIANA STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77002-5603 FORMER COMPANY: FORMER CONFORMED NAME: FLORES & RUCKS INC /DE/ DATE OF NAME CHANGE: 19940926 SC 13D 1 OCEAN ENERGY, INC. FOR SEAGULL ENERGY CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Seagull Energy Corporation - -------------------------------------------------------------------------------- (Name of the Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) 812007-10-2 - -------------------------------------------------------------------------------- (CUSIP Number) Robert K. Reeves Executive Vice President and General Counsel Ocean Energy, Inc. 1201 Louisiana, Suite 1400 Houston, Texas 77002-5603 (713) 420-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 24, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 2 - ---------------------------- ------------------------------------------ CUSIP No. 812007-10-2 13D Page 2 of 9 Pages - ---------------------------- ------------------------------------------ - --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Ocean Energy, Inc. (72-1277752) - --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None ------------------------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 6,008,161 PERSON WITH ------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,008,161 - --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ---------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT (Page 2 of 9 pages) 3 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.10 per share (the "Seagull Common Stock"), of Seagull Energy Corporation, a Texas corporation ("Seagull"). The address of the principal executive offices of Seagull is 1001 Fannin, Suite 1700, Houston, Texas, 77002-6714. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by Ocean Energy, Inc., a Delaware corporation ("Ocean"). Ocean is an independent oil and gas company engaged primarily in exploration and development activities. The principal office of Ocean is located at 1201 Louisiana, Suite 1400, Houston, Texas, 77002-5603. Appendix I attached hereto sets forth certain additional information with respect to each executive officer and director of Ocean. The filing of this statement on Schedule 13D shall not be construed as an admission that any person listed on Appendix I hereto is, for the purposes of Section 13(d) or (g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. During the last five years, neither Ocean nor, to the best knowledge of Ocean, any executive officer or director of Ocean listed on Appendix I, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In connection with the execution of the Merger Agreement (as defined below), Ocean entered into voting agreements with Barry J. Galt, James T. Hackett and The Prudential Insurance Company of America (the "Shareholders"), each dated as of November 24, 1998 (the "Voting Agreements"). Barry J. Galt, James T. Hackett and The Prudential Insurance Company of America own 323,000, 131,000 and 5,554,161 shares of Seagull Common Stock, respectively. These 6,008,161 shares of Seagull Common Stock are all covered by the Voting Agreements, together with all shares of Seagull Common Stock acquired by the Shareholders after the date of the Voting Agreements. Pursuant to the Voting Agreements, each Shareholder has agreed, among other things, that it will vote all shares of Seagull Common Stock covered by the Voting Agreements in favor of approval of the Merger Agreement and the Merger (as defined below) and against any proposed business combination that may interfere or be inconsistent with the Merger. (Page 3 of 9 pages) 4 Messrs. Galt and Hackett have also agreed that they will not sell, transfer or otherwise dispose of any of the shares of Seagull Common Stock covered by their Voting Agreement to any person prior to the termination of the Voting Agreement, unless such person agrees in writing to be bound by the terms of the Voting Agreement to which such Shareholder is a party. The Prudential Insurance Company of America has agreed that it will not sell, transfer or otherwise dispose of any of the shares of Seagull Common Stock covered by its Voting Agreement to any person on or before April 14, 1998, unless such person agrees in writing to be bound by the terms of its Voting Agreement. Each Voting Agreement shall terminate upon the earliest of the termination of the Merger Agreement, August 30, 1999, and the consummation of the Merger. Execution and delivery of the Voting Agreements by the Shareholders was a condition to the execution of the Merger Agreement. The above summary of the terms of the Voting Agreements is qualified in its entirety by reference to the actual agreements which are filed herewith as exhibits. ITEM 4. PURPOSE OF TRANSACTION. On the terms and subject to the conditions set forth in the Agreement and Plan of Merger dated as of November 24, 1998 (the "Merger Agreement"), Ocean will merge with and into Seagull (the "Merger") at the effective time of the Merger. Seagull will survive the Merger, and simultaneously with the effective time of the Merger, will change its name to "Ocean Energy, Inc." Pursuant to the Merger Agreement, Ocean's stockholders will receive one share of Seagull Common Stock for each share of common stock, par value $.01 per share, of Ocean. All issued and outstanding shares of Seagull Common Stock will remain outstanding. The above summary of the terms of the Merger Agreement is qualified in its entirety by reference to the actual agreement, which is filed herewith as an exhibit. As a result of the Merger, simultaneously with the effective time of the Merger eight individuals currently on the Ocean Board of Directors will be elected to the Seagull Board of Directors and five of the 12 current directors of Seagull will resign. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b). Pursuant to the Merger Agreement, Seagull represented to Ocean that as of November 24, 1998, there were 63,448,037 outstanding shares of Seagull Common Stock. As a result of executing the Voting Agreements, Seagull may be deemed to share voting power with respect to (and thus beneficially own) the 6,008,131 shares of Seagull Common Stock covered by the Voting Agreements, which, based on such representation, constitutes approximately 9.5% of the total issued and outstanding shares of Seagull Common Stock as of November 24, 1998. (c). Other than the transactions described herein, neither Ocean nor, to the knowledge of Ocean, any person listed on Appendix I, has effected any transactions in shares of Seagull during the preceding sixty days. (d) and (e). Not applicable. (Page 4 of 9 pages) 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in Items 3 and 4, Ocean has no other contracts, arrangements, understandings or relationships with respect to securities of Seagull that are required to be described herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. Agreement and Plan of Merger, dated as of November 24, 1998, by and between Seagull and Ocean (incorporated by reference to Exhibit 2.1 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). B. Voting Agreement, dated as of November 24, 1998, by and between Ocean and Barry J. Galt (incorporated by reference to Exhibit 10.6 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). C. Voting Agreement, dated as of November 24, 1998, by and between Ocean and James T. Hackett (incorporated by reference to Exhibit 10.5 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). D. Voting Agreement, dated as of November 24, 1998, by and between Ocean and The Prudential Insurance Company of America (incorporated by reference to Exhibit 10.4 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). (Page 5 of 9 pages) 6 APPENDIX I Information with Respect to Executive Officers and Directors of Ocean
Name and Position Business Address Present Principal Occupation of Employment John B. Brock Ocean Energy, Inc. Chairman of the Board, Director, Chairman of the Board 1201 Louisiana, Suite 1400 Ocean Energy, Inc. Houston, TX 77002 James C. Flores Ocean Energy, Inc. President and Chief Director, President and 1201 Louisiana, Suite 1400 Executive Officer, Chief Executive Officer Houston, TX 77002 Ocean Energy, Inc. James L. Dunlap Ocean Energy, Inc. Vice Chairman, Director, Vice Chairman 1201 Louisiana, Suite 1400 Ocean Energy, Inc. Houston, TX 77002 Jonathan M. Clarkson Ocean Energy, Inc. Executive Vice President and Chief Executive Vice President and Chief 1201 Louisiana, Suite 1400 Financial Officer, Financial Officer Houston, TX 77002 Ocean Energy, Inc. Robert K. Reeves Ocean Energy, Inc. Executive Vice President, Executive Vice President, 1201 Louisiana, Suite 1400 General Counsel and Secretary, General Counsel and Secretary Houston, TX 77002 Ocean Energy, Inc. James E. Smitherman, III Ocean Energy, Inc. Executive Vice President - Executive Vice President - 1201 Louisiana, Suite 1400 International, Ocean Energy, Inc. International Houston, TX 77002 Robert G. Zepernick, Jr., Ocean Energy, Inc. Executive Vice President - North Executive Vice President - North 1201 Louisiana, Suite 1400 America, America Houston, TX 77002 Ocean Energy, Inc. Christopher E. Cragg Ocean Energy, Inc. Vice President and Controller, Vice President and Controller 1201 Louisiana, Suite 1400 Ocean Energy, Inc. Houston, TX 77002 Robert L. Belk The Shaw Group Inc. Executive Vice President and Director 11100 Mead Road, 2nd Floor Chief Financial Officer, Baton Rouge, LA 70816 The Shaw Group Inc.
(Page 6 of 9 pages) 7
Name and Position Business Address Present Principal Occupation of Employment Thomas D. Clark College of Business Administration Dean, College of Business Director Louisiana State University Administration, CEBA Building, Room 3304 Louisiana State University Baton Rouge, LA 70803 Lodwrick M. Cook Global Crossing, Ltd. Co-Chairman Director 150 El Camino Drive, Ste. 204 Global Crossing, Ltd. Beverly Hills, CA 90212 Robert L. Howard 5413 Sturbridge Drive Retired President - Shell Director Houston, Texas Offshore, Inc. Elvis L. Mason Safeguard Business Systems, Inc. Chairman and Director 2121 San Jacinto Street, Suite Chief Executive Officer 1000 Safeguard Business Systems, Inc. Dallas, Texas 75201 Charles F. Mitchell, M.D. ENT Medical Center Otolaryngologist and Plastic Director 5258 Dijon Drive Surgeon Baton Rouge, LA 70808 William W. Rucks, IV First National Bank Towers Private Venture Capital Investor Director 600 Jefferson St., Suite 701 Lafayette, LA 70501 David K. Newbigging Friends' Provident Life Chairman, Friends' Provident Life Director 15 Old Bailey London EC4M 7EF, England Matthew R. Simmons Simmons & Company International Chairman and President Director 700 Louisiana, Suite 500 Simmons & Company International Houston, TX 77002 Milton J. Womack Milton J. Womack - General General Contractor Director Contractor P.O. Box 1111 Baton Rouge, LA 70821
(Page 7 of 9 pages) 8 SIGNATURE 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. OCEAN ENERGY, INC. By: /s/ ROBERT K. REEVES -------------------------------- Robert K. Reeves Executive Vice President Dated: December 7, 1998 (Page 8 of 9 pages) 9 EXHIBIT INDEX A. Agreement and Plan of Merger, dated as of November 24, 1998, by and between Seagull and Ocean (incorporated by reference to Exhibit 2.1 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). B. Voting Agreement, dated as of November 24, 1998, by and between Ocean and Barry J. Galt (incorporated by reference to Exhibit 10.6 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). C. Voting Agreement, dated as of November 24, 1998, by and between Ocean and James T. Hackett (incorporated by reference to Exhibit 10.5 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). D. Voting Agreement, dated as of November 24, 1998, by and between Ocean and The Prudential Insurance Company of America (incorporated by reference to Exhibit 10.4 to Ocean's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 1998). (Page 9 of 9 pages) -----END PRIVACY-ENHANCED MESSAGE-----