-----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, UHUr5jZq1c0AG1UW9DHMXBeEjY6jcgMuAdUF/+kLh95Nb8waFt7YDdeV9dT4Rh// hxkS75yVfQfzRzTerT2JMw== 0000950129-01-001243.txt : 20010308 0000950129-01-001243.hdr.sgml : 20010308 ACCESSION NUMBER: 0000950129-01-001243 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN ENERGY INC /TX/ 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-32179 FILM NUMBER: 1561963 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7132656000 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL ENERGY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLORES JAMES C CENTRAL INDEX KEY: 0000939485 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132656000 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 h84772sc13da.txt JAMES C. FLORES FOR OCEAN ENERGY, INC. - AMEND. #1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 OCEAN ENERGY, INC. ------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE -------------------------------------- (Title of Class of Securities) 67481E-10-6 ----------- (CUSIP Number) JAMES C. FLORES 1001 FANNIN, SUITE 1600 HOUSTON, TX 77002 (713) 265-6000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 17, 2000 ------------ (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 240.13d-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 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). 2 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAMES C. FLORES - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 5,020,466 ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,705,016 ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,020,466 ----------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 2,705,016 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,725,482 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 STATEMENT ON SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, par value $.10 per share (the "Common Stock") of Ocean Energy, Inc., a Texas corporation (the "Company"), which has its principal executive offices at 1001 Fannin, Suite 1600, Houston, Texas 77002. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by James C. Flores, whose principal business address is 1001 Fannin, Suite 1600, Houston, Texas 77002. Mr. Flores' present occupation involves managing personal investments. Mr. Flores is a citizen of the United States. During the last five years, Mr. Flores has not 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 Mr. Flores acquired the shares of Common Stock owned by him as a result of the merger effective March 30, 1999 between the Company and Ocean Energy, Inc., a Delaware corporation, and pursuant to options and restricted shares issued to him by the Company pursuant to the Company's benefit plans. ITEM 4. PURPOSE OF TRANSACTION The Common Stock beneficially owned by Mr. Flores was acquired for investment purposes. Mr. Flores does not have any plans, nor has he made any proposals, which relate to or would result in any of the events enumerated in paragraphs (a) through (j) of Item 4 to Schedule 13D. Mr. Flores intends to review his investment in the Company on a continuing basis and, depending upon the price of, and other market conditions relating to, the Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to him, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of his investment in the Company. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER According to the Company, 167,934,203 shares of Common Stock were issued and outstanding as of January 31, 2001. The following information is based on such number of shares. Mr. Flores directly beneficially owns an aggregate of 3,201,235 shares of Common Stock, constituting approximately 1.9% of the outstanding shares of Common Stock. Mr. Flores has sole power to dispose of and vote such shares. Mr. Flores is also deemed to directly beneficially own an aggregate of 1,810,500 shares of Common Stock subject to options previously granted by the Company that are currently vested and exercisable. If exercised in full, the shares underlying such options would represent approximately 1.1% of the outstanding shares of Common Stock. Mr. Flores may also be deemed to indirectly beneficially own 2,705,016 shares of Common Stock owned by the Flores Family Limited Partnership, a Texas limited partnership (the "Flores Partnership"). Mr. Flores and his wife, Cherie H. Flores, are each a general partner of the Flores Partnership and in such capacity share the power to vote and dispose of the shares owned by the Flores Partnership. The shares of Common Stock owned by the Flores Partnership represent approximately 1.6% of the outstanding shares of Common Stock. Mr. Flores may be deemed to indirectly beneficially own 6,563 shares of Common Stock held on his behalf by the Company's 401(k) plan and 2,168 shares of Common Stock held through the Company's employee stock ownership plan. Mr. Flores has sole voting power and no investment power with respect to these shares of Common Stock. Mrs. Flores' mail address is P.O. Box 1083, Houston, Texas 77251. She is a citizen of the United States and is not presently employed. During the last five years, Mrs. Flores has not 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. On May 17, 2000, Mr. Flores ceased to be the beneficial owner of more than 5% of the Company's Common Stock. On such date, Mr. Flores and the Flores Partnership sold in a privately negotiated transaction 100,000 and 500,000 shares of Common Stock, respectively, to the Company at a purchase price of 15.4375 per share. Other than the following, Mr. Flores has not effected any transactions in the Company's Common Stock during the past sixty days. Mr. Flores sold an aggregate of 250,000 shares of the Company's Common Stock on January 29 and January 30, 2001, at an average price of $17.30 per share. The Flores Partnership sold an aggregate of 100,000 shares of the Company's Common Stock on January 29 and January 30, 2001, at an average price of $17.31 per share. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On May 17, 2000, Mr. Flores and the Flores Partnership entered into a Stock Purchase Agreement with the Company pursuant to which Mr. Flores and the Flores Partnership sold shares of Common Stock to the Company. See Item 5. 5 On January 23, 2001, Mr. Flores and the Company entered into an amendment to Mr. Flores' existing Employment Agreement with the Company (the "Amendment"). In connection with the Amendment, Mr. Flores (i) resigned as Vice Chairman of the Board of Directors of the Company, (ii) agreed for a period of one year to vote all of the voting securities held by him and his affiliates for (A) all director nominees proposed by the Board of Directors and (B) all other matters submitted to the holders of voting securities in accordance with the recommendation of the Board of Directors and (iii) executed a general release in favor of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Stock Purchase Agreement dated as of May 17, 2000, by and among the Company, James C. Flores and the Flores Family Limited Partnership. 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: March 1, 2001 By: /s/ James C. Flores ----------------------------------- JAMES C. FLORES 6 INDEX OF EXHIBITS 99.1 Stock Purchase Agreement dated as of May 17, 2000, by and among the Company, James C. Flores and the Flores Family Limited Partnership. EX-99.1 2 h84772ex99-1.txt STOCK PURCHASE AGREEMENT 1 Exhibit 99.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made this 17th day of May, 2000, by and among Ocean Energy, Inc., a Texas corporation ("Company"), James C. Flores ("Flores") and the Flores Family Limited Partnership ("FFLP" and together with Flores, the "Sellers"). WHEREAS, the Company desires to purchase and the Sellers desire to sell shares of the Company's common stock, par value $.10 per share (the "Common Stock"); WHEREAS, the Company and the Sellers wish to set forth the terms upon which the Sellers will sell such Common Stock to the Company; NOW THEREFORE, the parties hereto agree as follows: 1. Purchase and Sale of Common Stock. The Company hereby agrees to purchase, and Flores and FFLP hereby agree to sell 100,000 and 500,000 shares of Common Stock, respectively, at a purchase price of $15.4375 per share. 2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Sellers that: (a) Authorization. The Company has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by the Company hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of the Company, and this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. 3. Representations and Warranties of the Sellers. The Sellers hereby jointly and severally represent to the Company that: (a) Authorization. Each of Flores and FFLP has all requisite authority to enter into this Agreement and to perform all the obligations required to be performed by Flores or FFLP hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary partnership action of FFLP, and this Agreement constitutes a valid and binding obligation of Flores and FFLP, enforceable in accordance with its terms. (b) Ownership of Shares. Flores and FFLP will have good and valid title to the 2 shares of Common Stock to be sold by Flores or FFLP to the Company hereunder, free and clear of all liens, encumbrances, equities or claims; and upon deliver of such shares of Common Stock and payment therefor by the Company pursuant hereto, good and valid title to such shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Company. (c) No Conflicts. The execution, delivery and performance of this Agreement by Flores and FFLP or the performance of their respective obligations hereunder will not violate the terms of any contract, agreement, law, regulation, order, injunction, judgment, decree or writ to which Flores or FFLP is subject and does not require the consent or approval of any other person or entity. 4. Payment and Delivery of Shares. (a) The Company shall on the date hereof pay to the Flores or FFLP, as applicable, by certified check or wire transfer, $15.4375 for each share of Common Stock to be purchased by the Company hereunder in exchange for the delivery to the Company of a stock certificate or certificates representing the total number of shares being so purchased, duly endorsed in blank by Flores or FFLP, as applicable, or having attached thereto a stock power duly executed by Flores or FFLP in proper form for transfer. 5. Miscellaneous. (a) This Agreement may not be amended, terminated or otherwise modified unless evidenced in writing and signed by the Company and the Sellers. This Agreement constitutes the entire understanding between the Company and the Sellers concerning all matters relating to this Agreement and is binding upon and shall inure to the benefit of all of the parties hereto and their respective heirs, legal representatives, successors and assigns. (b) All notices under this Agreement shall be given in writing, by registered or certified mail, postage prepaid, addressed to the parties at their respective addresses set forth opposite their names below or at such other address as may be designated in writing by the parties to one another. Any notice addressed or mailed as specified herein shall be deemed to have been given three days after such notice has been deposited in the United States mails. (c) This Agreement shall be governed and construed in accordance with the laws of the State of Texas. (d) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (e) This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous contracts, arrangements or understandings between the parties hereto with respect to the subject matter hereof. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. Address: 1001 Fannin, Suite 1600 OCEAN ENERGY, INC. Houston, TX 77002 By: /s/ James T. Hackett ------------------------------------- Name: James T. Hackett Title: Chairman, President and Chief Executive Officer Address: P.O. Box 1083 JAMES C. FLORES Houston, TX 77251 /s/ James C. Flores ---------------------------------------- Address: P.O. Box 1083 FLORES FAMILY LIMITED PARTNERSHIP Houston, TX 77251 By: James C. Flores, its general partner /s/ James C. Flores ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----