-----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, IIyr+VQaA7UT6WZ6nc2aylwjn0wJxTeaNtJxLp//WI5Ojlsyur7HJPk3q5C38ezB TPEnfEDUOETiHgPAJbE6yg== 0000950134-01-001724.txt : 20010226 0000950134-01-001724.hdr.sgml : 20010226 ACCESSION NUMBER: 0000950134-01-001724 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010223 GROUP MEMBERS: OCEAN ENERGY INC /TX/ GROUP MEMBERS: OEI ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXOIL INC /NV/ CENTRAL INDEX KEY: 0000748856 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880177083 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-37792 FILM NUMBER: 1553435 BUSINESS ADDRESS: STREET 1: 110 CYPRESS STATION DRIVE STREET 2: SUITE 220 CITY: HOUSTON STATE: TX ZIP: 77090 BUSINESS PHONE: 2815379920 MAIL ADDRESS: STREET 1: 110 CYPRESS STATION DRIVE STREET 2: SUITE 220 CITY: HOUSTON STATE: TX ZIP: 77090 FORMER COMPANY: FORMER CONFORMED NAME: COMET ENTERTAINMENT INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STAR AMUSEMENT CO INC DATE OF NAME CHANGE: 19860915 FILED BY: 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 TO-T/A 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 SC TO-T/A 1 d84513a2scto-ta.txt AMENDMENT NO. 2 TO SCHEDULE TO-T 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 (FINAL AMENDMENT) TEXOIL, INC. (Name of Subject Company (Issuer)) OEI ACQUISITION CORP. OCEAN ENERGY, INC. (Offerors) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 882906-50-6 (CUSIP Number of Class of Securities) ----------- Copy to: ROBERT K. REEVES MICHAEL E. DILLARD, P.C. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P. OCEAN ENERGY, INC. 1700 PACIFIC AVENUE 1001 FANNIN, SUITE 1600 SUITE 4100 HOUSTON, TEXAS 77002 DALLAS, TEXAS 75201 (713) 265-6000 (214) 969-2800
(Name, address, and telephone number of persons authorized to receive notices and communications on behalf of filing persons) ----------- CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE** - ------------------------------------------------------------ -------------------------------------------------------- $115,372,626.60 $23,074.53
2 * Estimated for purposes of calculating the filing fee only. Calculated by adding (i) the product of $8.25, the per share tender offer price for all the outstanding shares of common stock, par value $.01 per share, of Texoil, Inc. (the "Common Shares"), multiplied by 7,443,224, the sum of the 7,410,225 currently outstanding Common Shares sought in the Offer and the 32,999 Common Shares issuable pursuant to outstanding stock options, and (ii) the product of $18.04, the per share tender offer price for all the outstanding shares of Series A Convertible Preferred Stock, par value $.01 per share, of Texoil, Inc. (the "Preferred Shares"), multiplied by 2,991,465, the total number of outstanding Preferred Shares. ** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate value of cash offered by OEI Acquisition Corp. for such number of Shares. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $24,032.64 Filing Party: OEI Acquisition Corp.; Ocean Energy, Inc. Form or Registration No.: Schedule TO Date Filed: January 24, 2001
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] - -------------------------------------------------------------------------------- ================================================================================ 3 This Amendment No. 2 (Final Amendment) ("Final Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 24, 2001 (the "Schedule TO") by Ocean Energy, Inc., a Texas corporation ("Parent") and OEI Acquisition Corp., a Nevada corporation and a direct, wholly owned subsidiary of Parent ("Offeror"), in connection with the offer by Offeror for all of the outstanding shares of common stock, par value $0.01 per share (the "Common Shares"), and all of the outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Shares", and together with the Common Shares, the "Shares"), of Texoil, Inc., a Nevada corporation (the "Company"), at a price of $8.25 per Common Share, net to the seller in cash, without interest, and $18.04 per Preferred Share, net to the Seller in cash, without interest, upon and subject to the terms and conditions set forth in the Offer to Purchase, dated January 24, 2001 (the "Offer to Purchase"), and the related Letters of Transmittal, which together, as each may be amended or supplemented from time to time, constitute the "Offer" and which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase. Pursuant to General Instruction H to Schedule TO, this final amendment satisfies the reporting requirement of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to all securities acquired by the Offeror in the Offer. Item 8. Interest in Securities of the Subject Company. Item 8 is hereby amended and supplemented to include the following information: The Offer expired at 12:00 midnight, New York City time, on Thursday, February 22, 2001. Pursuant to the Offer, the Offeror accepted for payment 6,970,966 Common Shares reported by the Depositary as having been tendered in the Offer (including approximately 26,340 Common Shares that were guaranteed to be delivered), representing approximately 93.7% of the outstanding Common Shares on a fully diluted basis. The Offeror accepted for payment 2,991,465 Preferred Shares reported by the Depositary as having been tendered in the Offer, representing 100% of the outstanding Preferred Shares. On February 23, 2001, Parent issued a press release announcing the results of the Offer. Parent also announced that it expected that the Merger of the Offeror with and into the Company would occur as soon as practicable. The full text of Parent's February 23, 2001 press release is attached hereto as Exhibit (a)(5). Item 11. Exhibits. (a)(5) Text of press release issued by Ocean Energy, Inc. on February 23, 2001. 4 SIGNATURES After due 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. OCEAN ENERGY, INC. Dated February 23, 2001 By: /s/ Robert K. Reeves ---------------------------------- Name: Robert K. Reeves Title: Executive Vice President, General Counsel and Secretary OEI ACQUISITION CORP. Dated February 23, 2001 By: /s/ Robert K. Reeves ---------------------------------- Name: Robert K. Reeves Title: Executive Vice President, General Counsel and Secretary 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(1)(i)* Offer to Purchase, dated January 24, 2001. (a)(1)(ii)* Letter of Transmittal for Common Stock. (a)(1)(iii)* Letter of Transmittal for Series A Convertible Preferred Stock. (a)(1)(iv)* Notice of Guaranteed Delivery for Common Stock. (a)(1)(v)* Notice of Guaranteed Delivery for Series A Convertible Preferred Stock. (a)(1)(vi)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(vii)* Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(viii)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(ix)* Text of Joint Press Release issued by the Company and Parent on January 18, 2001. (a)(1)(x)* Form of summary advertisement. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5) Text of press release issued by Ocean Energy, Inc. on February 23, 2001. (b)* Revolving Credit Agreement, dated as of March 30, 1999, among the Company, Chase Bank of Texas, National Association, The Chase Manhattan Bank, Bank of America National Trust and Savings Association, Bank One Texas, N. A., Societe Generale, Southwest Agency, the Bank of Montreal, and the other Banks signatory thereto (incorporated by reference to Exhibit 4.1 to Parent's Form 10-Q for the period ended March 31, 1999). (d)(1)* Agreement and Plan of Merger, dated as of January 18, 2001, by and among the Company, the Parent and the Offeror. (d)(2)* Tender and Voting Agreement, dated January 18, 2001, by and among the Parent, Purchaser and certain stockholders of the Company. (d)(3)* Tender Agreement, dated January 18, 2001, by and among the Parent, Purchaser and certain stockholders of the Company. (d)(4)* Confidentiality Agreement, dated October 30, 2000, between Parent and the Company. (d)(5)* Confidentiality Agreement, dated December 18, 2000, between Parent and the Company. (g) None. (h) None.
- ------------------- * Previously filed. EX-99.(A)(5) 2 d84513a2ex99-a5.txt PRESS RELEASE DATED FEBRUARY 23, 2001 1 [OCEAN ENERGY LOGO] FOR IMMEDIATE RELEASE February 23, 2001 CONTACTS: Bruce Busmire - 713-265-6161 (financial) Janice Aston White - 713-265-6164 (media) OCEAN ENERGY COMPLETES TENDER OFFER FOR TEXOIL HOUSTON, TEXAS - FEBRUARY 23, 2001 - Ocean Energy, Inc. (NYSE:OEI) announced today that its subsidiary OEI Acquisition Corp. has successfully completed its tender offer for all of the outstanding shares of common stock of Texoil, Inc. (NASD: TXLI) at a price of $8.25 per share and all outstanding shares of Series A Preferred Stock of Texoil at $18.04 per share. The tender offer expired at 12 a.m. midnight, New York City time, on Thursday, February 22, 2001, and Ocean Energy accepted for payment approximately 6,970,966 shares of Texoil common stock that had been tendered (including approximately 26,340 shares that were guaranteed to be delivered), which represent approximately 94 percent of the issued and outstanding shares of Texoil common stock. Ocean Energy accepted for payment 2,991,465 shares of Texoil Series A Preferred Stock that had been tendered, which represent 100 percent of the issued and outstanding shares of Texoil Series A Preferred Stock. OEI Acquisition Corp. will promptly pay for the shares tendered. "We are pleased to complete this cash tender process in just 36 days from signing the definitive agreement," said Robert K. Reeves, executive vice president and general counsel. "The successful acquisition of Texoil adds attractively priced reserves to Ocean's portfolio of domestic properties." Ocean Energy and Texoil announced the signing of a definitive agreement on January 18, 2001. Ocean Energy expects that OEI Acquisition Corp. will be merged with and into Texoil, Inc. as soon as practicable, and by the end of the first quarter. As a result of the merger, shares of Texoil common stock that remain outstanding will be converted into the right to receive the same $8.25 per share in cash, without interest. Following the merger, Texoil will become a subsidiary of Ocean Energy. Texoil is engaged in the acquisition of oil and gas reserves through a program that includes purchases of reserves, re-engineering, development and exploration activities currently focused in Texas and Louisiana. 2 Ocean Energy, Inc. is an independent energy company engaged in the exploration, development, production and acquisition of crude oil and natural gas. North American operations are focused in the shelf and deepwater areas of the Gulf of Mexico, the Permian Basin, Mid-continent and Rocky Mountain regions. Internationally, Ocean holds a leading position among U.S. independents in West Africa with oil and gas activities in Equatorial Guinea, Cote d'Ivoire and Angola. Ocean also conducts operations in the republics of Egypt, Tatarstan, Pakistan and Indonesia. CERTAIN STATEMENTS IN THIS NEWS RELEASE MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENT OF OCEAN ENERGY OR TEXOIL TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENT EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. -----END PRIVACY-ENHANCED MESSAGE-----