-----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, GwBg0Tch+vP8OadjTEY+ob8l8uDMME9p86vrPKVqD84jQ955JQx3DlPWmR7e25SW m4dC9jtt+dq0XjbTUxX3+g== 0000950129-99-000945.txt : 19990315 0000950129-99-000945.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950129-99-000945 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990310 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990312 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: 99564076 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 SEAGULL ENERGY CORPORATION - DATED 03/10/1999 1 ================================================================================ 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 REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 10, 1999 ------------------ SEAGULL ENERGY CORPORATION (Exact name of registrant as specified in its charter) TEXAS 1-8094 74-1764876 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 1001 FANNIN, SUITE 1700 HOUSTON, TEXAS 77002-6714 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 951-4700 ================================================================================ 2 Item 5. Other Events On March 10, 1999, Seagull Energy Corporation, a Texas corporation (the "Company"), amended its Amended and Restated Rights Agreement, dated as of March 17, 1989, as amended effective June 13, 1992, as amended and restated as of December 12, 1997, and as amended effective November 24, 1998 (the "Rights Agreement") to provide that "Final Expiration Date" as defined therein shall mean May 21, 1999. This amendment to the Rights Agreement is filed herewith as Exhibit 4.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 4.1 Amendment No. 2 to Amended and Restated Rights Agreement, dated as of March 10, 1999, by and between the Company and BankBoston, N.A. [The remainder of this page is intentionally left blank.] -2- 3 SIGNATURES 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 hereunto duly authorized. SEAGULL ENERGY CORPORATION By: /s/ Gordie McConnell ------------------------------------- Gordie McConnell Vice President and Controller Dated: March 12, 1999 -3- 4 EXHIBIT INDEX Exhibit No. Description ----------- ------------ 4.1 Amendment No. 2 to Amended and Restated Rights Agreement, dated as of March 10, 1999, by and between the Company and BankBoston, N.A. EX-4.1 2 AMENDMENT NO. 2 TO AMENDED RIGHTS AGREEMENT 1 EXHIBIT 4.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment No. 2 to Amended and Restated Rights Agreement (this "Amendment") is made effective as of the 10th day of March 1999. This Amendment is an amendment to the Amended and Restated Rights Agreement, dated as of March 17, 1989, as amended effective June 13, 1992, as amended and restated as of December 12, 1997, and as amended effective November 24, 1998 (the "Rights Agreement"), between Seagull Energy Corporation, a Texas corporation (the "Company"), and BankBoston, N.A. (as successor to NCNB Texas National Bank) (the "Rights Agent"). RECITALS WHEREAS, pursuant to and in compliance with Section 26 of the Rights Agreement, the Company and the Rights Agent wish to amend the Rights Agreement as set forth herein; NOW THEREFORE, the parties hereto agree as follows: Section 1. Amendments. Section 7(a) of the Rights Agreement is amended to provide that the term "Final Expiration Date" shall mean May 21, 1999. Section 2. Remainder of Agreement Not Affected. Except set forth in Section 1 hereof, the terms and provisions of the Rights Agreement remain in full force and effect and are hereby ratified and confirmed. Section 3. Authority. Each party represents that such party has full power and authority to enter into this Amendment, and that this Amendment constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Section 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested, all as of the day and year first above written. Attest: SEAGULL ENERGY CORPORATION By: /s/ WILLIAM L. TRANSIER By: /s/ JAMES T. HACKETT ------------------------------------- ------------------------------ William L. Transier James T. Hackett Executive Vice President & Chief President and Chief Financial Officer Executive Officer Attest: BANKBOSTON, N.A. By: /s/ JOCELYN J. TURNER By: /s/ CAROL MULREY-BORI ------------------------------------- ------------------------------ Name: Jocelyn J. Turner Name: Carol Mulrey-Bori Title: Account Manager Title: Administration Manager 2 3 OFFICER'S CERTIFICATE Reference is made to the Amended and Restated Rights Agreement, dated as of March 17, 1989, as amended effective June 13, 1992, amended and restated as of December 12, 1997, and as amended effective November 24, 1998 (the "Rights Agreement"), between Seagull Energy Corporation, a Texas Corporation (the "Company"), and BankBoston, N.A. (as successor of NCNB Texas National Bank)(the "Rights Agent"). The undersigned, being a duly elected officer of the Company, hereby certifies to the Rights Agent that the amendment attached hereto is in compliance with the terms of Section 26 of the Rights Agreement, and, on behalf of the Company, directs that the Rights Agent execute such amendment in accordance with Section 26 of the Rights Agreement. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the 10th day of March 1999. /s/ JAMES T. HACKETT ------------------------------------- James T. Hackett President and Chief Executive Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----