-----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, KJ0nxX5/JMttJ9eZmWM7SnCuoP9oFI6era+OOo45/tNQCHtbwR2SHGVi0+BvwXQ4 KdOszci1y4pBwibhASdkZw== 0000950129-01-504522.txt : 20020413 0000950129-01-504522.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950129-01-504522 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011217 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: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08094 FILM NUMBER: 1815076 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 8-A12B/A 1 h92933ae8-a12ba.txt OCEAN ENERGY INC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF 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) ---------------------- If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this Form relates: _________ (if applicable) Securities to be registered pursuant to Section 12(b) of the Act:
================================================================================ TITLE OF EACH CLASS TO BE SO NAME OF EACH EXCHANGE ON WHICH EACH REGISTERED CLASS IS TO BE REGISTERED - -------------------------------------------------------------------------------- Preferred Share Purchase Rights New York Stock Exchange ================================================================================
Securities to be registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) EXPLANATORY NOTE On December 12, 2001, Ocean Energy, Inc., a Delaware corporation (the "Registrant"), entered into Amendment No. 6 to the Amended and Restated Rights Agreement, as amended, by and between the Registrant and Fleet National Bank (f/k/a BankBoston, N.A.) (as amended to date, the "Rights Agreement") to amend Section 21 of the Rights Agreement titled "Change of Rights Agent" and to appoint EquiServe Trust Company, N.A., as successor rights agent under the Rights Agreement. The Registrant hereby amends Item 2 of the Registrant's Form 8-A dated March 17, 1989 to add the exhibit listed below: ITEM 2. EXHIBITS. 7. Amendment No. 6 to Amended and Restated Rights Agreement dated December 12, 2001, among the Registrant, Fleet National Bank (f/k/a BankBoston, N.A.) and EquiServe Trust Company, N.A., as successor rights agent. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. DATED: December 17, 2001 OCEAN ENERGY, INC. By: /s/ Robert K. Reeves --------------------------------- Name: Robert K. Reeves Title: Executive Vice President, General Counsel and Secretary 3 EXHIBIT INDEX 7. Amendment No. 6 to Amended and Restated Rights Agreement dated December 12, 2001, among the Registrant, Fleet National Bank (f/k/a BankBoston, N.A.) and EquiServe Trust Company, N.A., as successor rights agent. EX-99.7 3 h92933aex99-7.txt AMENDMENT NO.6 TO RIGHTS AGREEMENT EXHIBIT 7 AMENDMENT NO. 6 TO AMENDED AND RESTATED RIGHTS AGREEMENT 1. GENERAL BACKGROUND. In accordance with Section 26 of the Amended and Restated Rights Agreement between Fleet National Bank (f/k/a BankBoston, N.A.)("Fleet National") and Ocean Energy, Inc. dated December 12, 1997 (as amended to date, the "Agreement"), Fleet National and Ocean Energy, Inc. desire to amend the Agreement to appoint EquiServe Trust Company, N.A. ("EquiServe") as successor rights agent under the Agreement. 2. EFFECTIVENESS. This Amendment shall be effective as of December 12, 2001 (the "Amendment") and all defined terms and definitions in the Agreement shall be the same in the Amendment except as specifically revised by the Amendment. 3. REVISION. Section 21 of the Agreement entitled "Change of Rights Agent" is hereby deleted in its entirety and replaced with the following: "Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's Right Certificate for inspection by the company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million dollars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. 4. Fleet National hereby resigns as rights agent under the Agreement and EquiServe is hereby appointed as successor rights agent to serve in accordance with the terms of the Agreement. References throughout the Agreement to Fleet National as the former rights agent shall be deemed to refer to EquiServe, as successor rights agent. 5. Section 25 of the Agreement is amended to replace the address of the Rights Agent therein with the following: EquiServe Trust Company, N.A. 150 Royall Street Canton, MA 02021 6. Except as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of this 12th day of December, 2001. OCEAN ENERGY, INC. FLEET NATIONAL BANK /s/ ROBERT K. REEVES /s/ CAROL MULVEY-EORI - ------------------------------- --------------------------- By: Robert K. Reeves By: Carol Mulvey-Eori Title: Executive Vice President Title: Managing Director General Counsel and Secretary EQUISERVE TRUST COMPANY, N.A. /s/ CAROL MULVEY-EORI --------------------------- By: Carol Mulvey-Eori Title: Managing Director ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----