-----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, WM+7/O4yfD3C3o4UD/DmsODSEGQ9YwNcMS/+4KNnXfbVI3t6apW9wxjeAIvAfN1d +Id+vlcItclo9OF05ipZ4Q== 0000950129-01-501033.txt : 20010627 0000950129-01-501033.hdr.sgml : 20010627 ACCESSION NUMBER: 0000950129-01-501033 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010524 EFFECTIVENESS DATE: 20010524 FILER: 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-64041 FILM NUMBER: 1647614 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 S-8 POS 1 h87880bs-8pos.txt OCEAN ENERGY, INC. - REGISTRATION NO. 033-64041 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY __, 2001 REGISTRATION NO. 033-64041 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- OCEAN ENERGY, INC. (Exact name of Registrant as specified in its charter) DELAWARE 74-1764876 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1001 FANNIN, SUITE 1600 77002 HOUSTON, TEXAS (Zip Code) (Address of Principal Executive Offices) ---------- SEAGULL ENERGY CORPORATION 1995 OMNIBUS STOCK PLAN (Full title of the plan) ---------- ROBERT K. REEVES EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY OCEAN ENERGY, INC. 1001 FANNIN, SUITE 1600 HOUSTON, TEXAS 77002 (Name and address of agent for service) (713) 265-6000 (Telephone number, including area code, of agent for service) ---------- CALCULATION OF REGISTRATION FEE
==================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE PRICE FEE - -------------------------------------------------------------------------------------------------------------------- N/A* N/A* N/A* N/A* N/A* ====================================================================================================================
* No additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement No. 033-64041. Therefore, no further registration fee is required. 2 OCEAN ENERGY, INC. POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 EXPLANATORY NOTE This Post-Effective Amendment No. 1 (this "Amendment") to that certain Registration Statement on Form S-8 (Registration No. 033-64041) (the "Registration Statement") is being filed pursuant to Rule 414 promulgated under the Securities Act of 1933, as amended ( the "Securities Act") by Ocean Energy, Inc., a Delaware corporation (the "Registrant"), as successor in interest to Ocean Energy, Inc., a Texas corporation ("OEI-Texas"), following a statutory merger (the "Merger") effective March 30, 2001, for the purpose of changing OEI-Texas' state of incorporation. Immediately prior to the Merger, the Registrant had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, the Registrant succeeded by operation of law to all of the assets and assumed all of the liabilities and obligations of OEI-Texas. The Merger was approved by the shareholders of OEI-Texas at a meeting duly called and held on May 9, 2001 for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as modified by this Amendment, the Registrant, by virtue of this Amendment, expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Exchange Act. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Registrant with the Securities and Exchange Commission (the "SEC") are incorporated by reference to this Amendment: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as filed with the SEC on March 21, 2001; (b) The Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 3, 2001; (c) The Registrant's Current Reports on Form 8-K filed with the SEC on March 21, 2001, March 22, 2001, May 10, 2001 and May 14, 2001; (d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A declared effective by the SEC on January 30, 1981, together with the amendments on Form 8 filed with the SEC on January 29, 1981, January 30, 1981, October 28, 1981 and May 23, 2001; -1- 3 (e) The description of the Registrant's Series A Junior Participating Preferred Stock and related rights contained in the Registration Statement on Form 8-A/A filed with the SEC on May 23, 2001. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Amendment to the Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Amendment to the Registration Statement and to be part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Bylaws provide that the Registrant shall indemnify its officers and directors or any person, who while serving as an officer or director, is or was serving at the request of the Registrant as a director, officer, employee or agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise to the fullest extent permitted by law, and that the Registrant may indemnify its employees or agents. The Registrant's Bylaws also permit the Registrant to secure insurance on behalf of any officer, director, employee or other agent of the Registrant or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, regardless of whether the Registrant would have the power to indemnify him or her against such liability under the General Corporation Law of Delaware. The Registrant maintains insurance covering its directors and officers against certain liabilities incurred by them in their capacities as such, including among other things, certain liabilities under the Securities Act. The Registrant currently has secured such insurance on behalf of its officers and directors. Reference is also made to Article VII of the Certificate of Incorporation of the Registrant, which was adopted by the Registrant's shareholders on May 9, 2001 and which provides as follows: "ARTICLE VII. LIMITED, LIABILITY OF DIRECTORS. No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director, except for liability (a) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article VII shall be prospective only, and neither the amendment, modification nor repeal of this Article VII shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VII would accrue or arise, prior to such amendment, modification or repeal. If the General Corporation Law of the State of Delaware hereafter is amended to authorize corporate action further eliminating or limiting the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability -2- 4 provided herein, shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time." ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Description 4.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 14, 2001) (the "Reincorporation 8-K"). 4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 4.2 to the Reincorporation 8-K). 4.3 Amended and Restated Rights Agreement, dated March 17, 1989, as amended effective June 13, 1992 and amended and restated as of December 12, 1997, between the Ocean Energy, Inc. (formerly Seagull Energy Corporation), a Texas corporation ("OEI-Texas"), and BankBoston, N.A. (as successor to NCNB Texas National Bank)(filed as Exhibit 2 to OEI-Texas's Current Report on Form 8-K dated December 15, 1997 and incorporated herein by reference). 4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated November 24, 1998, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on December 1, 1998 and incorporated herein by reference). 4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated March 10, 1999, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on March 12, 1999 and incorporated herein by reference) 4.6 Amendment No. 3 to Amended and Restated Rights Agreement dated May 19, 1999, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on May 21, 1999 and incorporated herein by reference). 4.7 Amendment No. 4 to Amended and Restated Rights Agreement dated May 19, 2000, between OEI-Texas and Fleet National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on May 22, 2000 and incorporated herein by reference). 4.8 Amendment No. 5 to Amended and Restated Rights Agreement dated May 9, 2001, among the Registrant, OEI-Texas and Fleet National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.4 to the Reincorporation 8-K and incorporated herein by reference). 5.1 Opinion of Vinson & Elkins L.L.P. (filed herewith). 23.1 Consent of Vinson & Elkins L.L.P. (included in their opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP, Independent Auditors (filed herewith). 23.3 Consent of Arthur Andersen LLP, Independent Auditors (filed herewith). 24.1 Power of Attorney (filed herewith). -3- 5 ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -4- 6 SIGNATURES Pursuant to the requirements of the Securities act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 23, 2001 By: /s/ James T. Hackett ------------------------------------------ James T. Hackett, Chairman of the Board, President and Chief Executive Officer -5- 7 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on May 23, 2001.
SIGNATURE TITLE - --------- ----- /s/ James T. Hackett Chairman, President and Chief Executive Officer - ----------------------------------------------------- (Principal Executive Officer) Name: James T. Hackett /s/ William L. Transier Executive Vice President and Chief Financial Officer - ----------------------------------------------------- (Principal Financial Officer) Name: William L. Transier /s/ Robert L. Thompson Vice President and Controller - ----------------------------------------------------- (Principal Accounting Officer) Name: Robert L. Thompson * Director - ----------------------------------------------------- Name: John B. Brock * Director - ----------------------------------------------------- Name: Milton Carroll * Director - ----------------------------------------------------- Name: Thomas D. Clark, Jr. * Director - ----------------------------------------------------- Name: Peter J. Fluor * Director - ----------------------------------------------------- Name: Robert L. Howard * Director - ----------------------------------------------------- Name: Charles F. Mitchell, M.D.
-6- 8
SIGNATURE TITLE - --------- ----- * Director - ----------------------------------------------------- Name: J. Evans Attwell * Director - ----------------------------------------------------- Name: Barry J. Galt * Director - ----------------------------------------------------- Name: Elvis L. Mason * Director - ----------------------------------------------------- Name: David K. Newbigging * Director - ----------------------------------------------------- Name: Dee S. Osborne * /s/ James T. Hackett ---------------------------------------------------- By: James T. Hackett Attorney-in-fact
-7- 9 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5.1 Opinion of Vinson & Elkins L.L.P. (filed herewith). 23.1 Consent of Vinson & Elkins L.L.P. (included in their opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP, Independent Auditors (filed herewith). 23.3 Consent of Arthur Andersen LLP, Independent Auditors (filed herewith). 24.1 Power of Attorney (filed herewith).
EX-5.1 2 h87880bex5-1.txt OPINION OF VINSON & ELKINS L.L.P. 1 EXHIBIT 5.1 [VINSON & ELKINS L.L.P. LETTERHEAD] May 23, 2001 Ocean Energy, Inc. 1001 Fannin, Suite 1600 Houston, Texas 77002 Ladies & Gentlemen: We have acted as counsel to Ocean Energy, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Company's Post-Effective Amendment No. 1 to that certain Registration Statement on Form S-8 (Registration No. 033-64041) (the "Registration Statement") as filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement relates to the offer and sale by the Company of an aggregate of up to 1,200,000 shares of the Company's common stock, $0.10 par value (the "Shares") that may be issued pursuant to stock option and benefit plans (the "Plans") assumed by the Company pursuant to the merger between the Company and Ocean Energy, Inc., a Texas corporation (formerly known as Seagull Energy Corporation), effective as of May 9, 2001. The assumed Plans include: the Seagull Energy Corporation 1995 Omnibus Stock Plan. At your request, this opinion is being furnished to you for filing as an exhibit to the Registration Statement. Before rendering our opinion, we examined corporate records of the Company, including its Certificate of Incorporation, its Bylaws and certain resolutions of the Board of Directors of the Company. We also examined the Registration Statement, together with exhibits thereto, and such certificates of officers of the Company, other documents and records as we have deemed necessary for the purposes of this opinion. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein. We have reviewed such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Based upon the foregoing examination and review, we are of the opinion that the Shares have been duly authorized for issuance and, when the Post-Effective Amendment to the Registration Statement becomes effective and the Shares are issued in accordance with the provisions of the Plans, such Shares will be validly issued, fully paid and non-assessable. 2 Ocean Energy, Inc. Page 2 May 23, 2001 This opinion is rendered as of the effectiveness of the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Registration Statement. In giving this consent, however, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission thereunder. The foregoing opinion is limited to the laws of the United States of America and the Delaware General Corporation Law. For purposes of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or Blue Sky laws. Very truly yours, VINSON & ELKINS L.L.P. EX-23.2 3 h87880bex23-2.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Ocean Energy, Inc.: We consent to the incorporation by reference in this registration statement to be filed on Form S-8 of Ocean Energy, Inc. of our report dated January 25, 2001, relating to the consolidated balance sheet of Ocean Energy, Inc. and subsidiaries as of December 31, 2000 and the related consolidated statements of operations, shareholders' equity and cash flows for the year then ended, which report is included in the December 31, 2000 Annual Report on Form 10-K of the Ocean Energy, Inc. /s/ KPMG LLP Houston, Texas May 22, 2001 EX-23.3 4 h87880bex23-3.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement No. 033-64041 of our report dated February 15, 1999, included in the Form 10-K of Ocean Energy, Inc. for the year ended December 31, 2000, and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Houston, Texas May 22, 2001 EX-24.1 5 h87880bex24-1.txt POWER OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ John B. Brock ----------------------- Name: John B. Brock 2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Milton Carroll --------------------------------- Name: Milton Carroll 3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Thomas D. Clark, Jr. ------------------------------------ Name: Thomas D. Clark, Jr. 4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Peter J. Fluor ------------------------------------ Name: Peter J. Fluor 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Robert L. Howard ------------------------------------ Name: Robert L. Howard 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Charles F. Mitchell, M.D. ------------------------------------ Name: Charles F. Mitchell, M.D. 7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ J. Evans Attwell ------------------------------------ Name: J. Evans Attwell 8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Barry J. Galt ------------------------------------ Name: Barry J. Galt 9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Elvis L. Mason ------------------------------------ Name: Elvis L. Mason 10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ David K. Newbigging ------------------------------------ Name: David K. Newbigging 11 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, the undersigned officer or director of Ocean Energy, Inc., a Delaware corporation (the "Company") hereby constitutes and appoints James T. Hackett, William L. Transier and Robert K. Reeves, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file an Amendment to the Registration Statements listed on Schedule I hereto or any other amendments to such Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with any regulatory authority, granting unto said attorney full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th day of May, 2001. /s/ Dee S. Osborne ------------------------------------ Name: Dee S. Osborne 12 SCHEDULE I REGISTRATION STATEMENT (FILE NO.) - --------------------------------- 333-49756 333-95507 333-78255 333-71375 333-13393 033-64041 033-50643 033-50645 33-43483 333-68679 2-93087 -----END PRIVACY-ENHANCED MESSAGE-----