-----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, R+c5kICBhjqZskuHlXbIp6va1U39ZXGAhZDkdd9a+eWZOusQYxAple0ImcL51AVy uwhx2I9cMY5AJ90Vnlug7g== 0000950129-98-004937.txt : 19981207 0000950129-98-004937.hdr.sgml : 19981207 ACCESSION NUMBER: 0000950129-98-004937 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981204 SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 005-45641 FILM NUMBER: 98764429 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 FILED BY: 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 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 SC 13D 1 SEAGULL ENERGY CORPORATION FOR OCEAN ENERGY, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 Ocean Energy, Inc. - ------------------------------------------------------------------------------- (Name of the Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 674812-20-1 - ------------------------------------------------------------------------------- (CUSIP Number) William L. Transier Executive Vice President and Chief Financial Officer Seagull Energy Corporation 1001 Fannin, Suite 1700 Houston, Texas 77002-6714 (713) 951-4700 - ------------------------------------------------------------------------------- (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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 2 - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seagull Energy Corporation (74-1764876) - ------------------------------------------------------------------------------- 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------------------------------------------------------------------- NUMBER 7 SOLE VOTING POWER OF SHARES None BENEFICIALLY ---------------------------------------------------- OWNED 8 SHARED VOTING POWER BY 11,074,371 EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,074,371 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- 3 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.01 per share (the "Ocean Common Stock"), of Ocean Energy, Inc., a Delaware corporation ("Ocean"). The address of the principal executive offices of Ocean is 1201 Louisiana, Suite 1400, Houston, Texas, 77002-5603. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by Seagull Energy Corporation, a Texas corporation ("Seagull"). Seagull is an independent oil and gas company engaged primarily in exploration and development activities. The principal office of Seagull is located at 1001 Fannin, Suite 1700, Houston, Texas 77002-6714. Appendix I attached hereto sets forth certain additional information with respect to each executive officer and director of Seagull. 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 Seagull nor, to the best knowledge of Seagull, any executive officer or director of Seagull, 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), Seagull entered into voting agreements with John B. Brock, James C. Flores and the Flores Family Limited Partnership (the "Stockholders"), each dated as of November 24, 1998 (the "Voting Agreements"). John B. Brock and the Flores Family Limited Partnership own 149,120 and 3,305,016 shares of Ocean Common Stock, respectively. James C. Flores owns 3,876,235 shares of Ocean Common Stock and has the right to vote or direct the vote of 3,744,000 shares of Ocean Common Stock pursuant to an irrevocable proxy, dated September 25, 1996, executed by William W. Rucks, IV, Catherine May Rucks and the Rucks Family Partnership in favor of Mr. Flores. These 11,074,371 shares of Ocean Common Stock are all covered by the Voting Agreements, together with all shares of Ocean Common Stock acquired by the Stockholders after the date of the Voting Agreements. Pursuant to the Voting Agreements, each Stockholder has agreed, among other things, that it will vote all shares of Ocean 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. 4 Each Stockholder has also agreed that it will not sell, transfer or otherwise dispose of any of the shares of Ocean Common Stock covered by its 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 Stockholder is a party. Each Voting Agreement shall terminate upon termination of the Merger Agreement or August 30, 1999, whichever is earlier. Execution and delivery of the Voting Agreements by the Stockholders 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 common stock, par value $.01 per share ("Seagull Common Stock"), for each share of Ocean Common Stock. 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b). Pursuant to the Merger Agreement, Ocean represented to Seagull that as of November 24, 1998, there were 101,167,418 outstanding shares of Ocean 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 11,074,371 shares of Ocean Common Stock covered by the Voting Agreements, which, based on such representation, constitute approximately 10.9% of the total issued and outstanding shares of Ocean Common Stock as of November 24, 1998. Richard J. Burgess, Dee S. Osborne, Stephen A. Thorington and William L. Transier, executive officers and directors of Seagull, own 2,600, 30,793, 1,420 and 100 shares of Ocean Common Stock (the "Officer and Director Shares"), respectively. Seagull disclaims beneficial ownership of the Officer and Director Shares and the executive officers and directors disclaim beneficial ownership of the shares of Ocean Common Stock covered by the Voting Agreements. (c). Other than the transactions described herein, neither Seagull nor, to the knowledge of Seagull, any person listed on Appendix I, has effected any transactions in shares of Ocean during the preceding sixty days. (d) and (e). Not applicable. 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described in Items 3 and 4, Seagull has no other contracts, arrangements, understandings or relationships with respect to securities of Ocean 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 Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). B. Voting Agreement, dated as of November 24, 1998, by and between Seagull and John B. Brock (incorporated by reference to Exhibit 99.2 to Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). C. Voting Agreement, dated as of November 24, 1998, by and between Seagull and James C. Flores (incorporated by reference to Exhibit 99.3 to Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). D. Voting Agreement, dated as of November 24, 1998, by and between Seagull and the Flores Family Limited Partnership (incorporated by reference to Exhibit 99.4 to Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). 6 APPENDIX I INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF SEAGULL
PRESENT PRINCIPAL OCCUPATION OF NAME AND POSITION BUSINESS ADDRESS EMPLOYMENT - --------------------------------- ----------------------------- ----------------------- Barry J. Galt Seagull Energy Corporation Chairman of the Board, Chairman of the Board 1001 Fannin, Suite 1700 Seagull Energy Houston, TX 77002 Corporation James T. Hackett Seagull Energy Corporation President and Chief Director, President and 1001 Fannin, Suite 1700 Executive Officer, Chief Executive Officer Houston, TX 77002 Seagull Energy Corporation William L. Transier Seagull Energy Corporation Executive Vice President Executive Vice President 1001 Fannin, Suite 1700 and Chief Financial and Chief Financial Houston, TX 77002 Officer, Seagull Energy Officer Corporation John D. Schiller, Jr. Seagull Energy Corporation Senior Vice President, Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy Houston, TX 77002 Corporation Scott A. Griffiths Seagull Energy Corporation Senior Vice President, Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy Houston, TX 77002 Corporation Gerald R. Colley Seagull Energy Corporation Senior Vice President, Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy Houston, TX 77002 Corporation Richard F. Barnes Seagull Energy Corporation Senior Vice President, Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy Houston, TX 77002 Corporation Carl B. King Seagull Energy Corporation Senior Vice President, Senior Vice President, 1001 Fannin, Suite 1700 General Counsel and General Counsel and Houston, TX 77002 Assistant Secretary, Assistant Secretary Seagull Energy Corporation John N. Goodpasture Seagull Energy Corporation Senior Vice President,
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Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy Houston, TX 77002 Corporation John H. Campbell, Jr. Seagull Energy Corporation Vice President and Vice President and 1001 Fannin, Suite 1700 Chief Engineer, Seagull Chief Engineer Houston, TX 77002 Energy Corporation Gordon L. McConnell Seagull Energy Corporation Vice President and Vice President and 1001 Fannin, Suite 1700 Controller, Seagull Controller Houston, TX 77002 Energy Corporation H. Alan Payne Seagull Energy Corporation Vice President, Seagull Vice President 1001 Fannin, Suite 1700 Energy Corporation Houston, TX 77002 Matthias Beier Seagull Energy Corporation Vice President and Vice President and 1001 Fannin, Suite 1700 Chief Information Chief Information Officer Houston, TX 77002 Officer, Seagull Energy Corporation Jack M. Robertson Seagull Energy Corporation Vice President, Seagull Vice President 1001 Fannin, Suite 1700 Energy Corporation Houston, TX 77002 Stephen A. Thorington Seagull Energy Corporation Vice President and Vice President and 1001 Fannin, Suite 1700 Treasurer, Seagull Treasurer Houston, TX 77002 Energy Corporation Carl E. Volke Seagull Energy Corporation Vice President, Seagull Vice President 1001 Fannin, Suite 1700 Energy Corporation Houston, TX 77002 Lee Van Winkle Seagull Energy Corporation Vice President, Seagull Vice President 1001 Fannin, Suite 1700 Energy Corporation Houston, TX 77002 Sylvia Sanchez Seagull Energy Corporation Secretary, Seagull Secretary 1001 Fannin, Suite 1700 Energy Corporation Houston, TX 77002 J. Evans Attwell Vinson & Elkins LLP Retired Attorney Director 1001 Fannin, Suite 3415 Houston, TX 77002
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Richard J. Burgess 5300 Camless Ct. Investments Director Jackson, MI 49201 Milton Carroll Instrument Products, Inc. Chairman of the Board, Director 7114 Belfort President and Chief Houston, TX 77087 Executive Officer, Instrument Products, Inc. Thomas H. Cruikshank Sterling Plaza, Suite 860 Retired Chairman of the Director 5949 Sherry Lane Board and Chief Executive Dallas, TX 75225 Officer, Halliburton Company Peter J. Fluor Texas Crude Energy, Inc. President, Texas Crude Director Buffalo Speedway Energy, Inc. Houston, TX 77098 Dee S. Osborne Crest Investment Company President, Crest Director 600 Travis, Suite 6800 Investment Company Houston, TX 77002 Sidney R. Petersen 1109 Emerald Bay Investments Director Laguna Beach, CA 92651 Sam F. Segnar Segnar Interests Investments Director 10077 Grogan's Mill Rd. The Woodlands, TX 77380 Robert F. Vagt Davidson College President, Davidson Director P.O. Box 1689 College Davidson, N.C. 28036 R. A. Walker Prudential Capital Group Senior Managing Director, Director 2200 Ross Avenue, Suite 4200E Prudential Capital Group Dallas, TX 75201
9 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. SEAGULL ENERGY CORPORATION December 4, 1998 By: /s/ JOHN D. SCHILLER, JR. - ------------------------------ ---------------------------------------- Date John D. Schiller, Jr. Senior Vice President 10 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 Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). B. Voting Agreement, dated as of November 24, 1998, by and between Seagull and John B. Brock (incorporated by reference to Exhibit 99.2 to Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). C. Voting Agreement, dated as of November 24, 1998, by and between Seagull and James C. Flores (incorporated by reference to Exhibit 99.3 to Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). D. Voting Agreement, dated as of November 24, 1998, by and between Seagull and the Flores Family Limited Partnership (incorporated by reference to Exhibit 99.4 to Seagull's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 1998). -----END PRIVACY-ENHANCED MESSAGE-----