-----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, TXkvz64HjkXgy/HF2Wf7PbihZ5oUTdx4KfhAvBrEGrsBHla+YkEWgNCHH7HDoYHv yora3kFgOaazx3D6z4ZVIw== 0000950129-99-002409.txt : 19990524 0000950129-99-002409.hdr.sgml : 19990524 ACCESSION NUMBER: 0000950129-99-002409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990519 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990521 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-K SEC ACT: SEC FILE NUMBER: 001-08094 FILM NUMBER: 99632186 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7139514700 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-K 1 OCEAN ENERGY, INC. - DATED 05/19/99 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): MAY 19, 1999 ---------- OCEAN ENERGY, INC. (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 1600 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 May 19, 1999, Ocean Energy, Inc., 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, as amended effective November 24, 1998, and as amended March 10, 1999 (the "Rights Agreement"), to extend the "Final Expiration Date" (as defined therein) from May 21, 1999 to May 21, 2000. 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. 3 to Amended and Restated Rights Agreement, dated as of May 19, 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. OCEAN ENERGY, INC. By: /s/ Robert K. Reeves ------------------------------------- Robert K. Reeves Executive Vice President, General Counsel and Secretary Dated: May 21, 1999 -3- 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 4.1 Amendment No. 3 to Amended and Restated Rights Agreement, dated as of May 19, 1999, by and between the Company and BankBoston, N.A.
EX-4.1 2 AMENDMENT NO.3 TO AMENDED RIGHTS AGREEMENT 1 AMENDMENT NO. 3 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment No. 3 to Amended and Restated Rights Agreement (this "Amendment") is made effective as of the 19th day of May, 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, as amended effective November 24, 1998, and as amended effective March 10, 1999 (the "Rights Agreement"), between Ocean Energy, Inc., a Texas corporation (formerly known as Seagull Energy Corporation and referred to herein as 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, 2000. Section 2. Remainder of Agreement Not Affected. Except as 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: OCEAN ENERGY, INC. By: /s/ Robert K. Reeves By: /s/ John J. Patton --------------------------------- ----------------------------------- Robert K. Reeves John J. Patton Executive Vice President, Assistant Secretary General Counsel and Secretary Attest: BANKBOSTON, N.A. By: /s/ Jocelyn J. Turner By: /s/ Joshua McGinn --------------------------------- ----------------------------------- Name: Jocelyn J. Turner Name: Joshua McGinn Title: Account Manager Title: Senior Account 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, as amended effective November 24, 1998, and as amended effective March 10, 1999 (the "Rights Agreement"), between Ocean Energy, Inc., a Texas corporation (formerly known as Seagull Energy Corporation and referred to herein as 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 19th day of May, 1999. /s/ Robert K. Reeves ----------------------------------------- Robert K. Reeves Executive Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----