UNITED STATES
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 Earliest Event Reported: March 30, 1999
OCEAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas 1-8094 74-1764876
(State or other (Commission (IRS Employer
jurisdiction of file number) Identification No.)
incorporation)
1001 Fannin, Suite 1700
Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(713) 951-4700
Seagull Energy Corporation
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
Effective on March 30, 1999, Ocean Energy, Inc., a Delaware corporation
("OEI"), merged (the "Merger") with and into Seagull Energy Corporation, a Texas
corporation ("Seagull"), pursuant to an Agreement and Plan of Merger dated
November 24, 1998, as amended, between OEI and Seagull (the "Merger Agreement").
In connection with the Merger, Seagull changed its name to "Ocean Energy, Inc."
("New Ocean"). In the Merger, each issued and outstanding share of common stock
of OEI, par value $.01 per share ("OEI Common Stock"), was converted into one
share of common stock, par value $.10 per share, of New Ocean (the "New Ocean
Common Stock") and each issued and outstanding share of Series A preferred stock
of OEI, par value $.01 per share ("OEI Preferred Stock") was converted into one
share of Series C preferred stock, par value $1.00 per share, of New Ocean ("New
Ocean Preferred Stock"). The exchange ratio was determined through arm's length
negotiations between the parties. New Ocean expects to issue up to 101,729,918
shares of New Ocean Common Stock and 50,000 shares of New Ocean Preferred Stock
in the Merger. Shares of OEI Common Stock and OEI Preferred Stock are no longer
transferable and certificates evidencing such shares represent only the right to
receive shares of New Ocean Common Stock and New Ocean Preferred Stock,
respectively, in accordance with the provisions of the Merger Agreement. The
shareholders of OEI and Seagull approved the Merger at special meetings held on
March 30, 1999. OEI was a publicly traded oil and gas company. New Ocean intends
to continue its business.
A description of the closing of the Merger is contained in the March
30, 1999 press release of New Ocean, attached hereto as Exhibit 99.1 and
incorporated herein by reference. The Merger Agreement is incorporated herein by
reference from Annex A to the Joint Proxy Statement/Prospectus contained in
Amendment No. 3 to Seagull's Registration Statement on Form S-4 (No. 333-68679),
filed with the Securities and Exchange Commission (the "Commission") on February
23, 1999 and declared effective by the Commission on February 23, 1999 (the
"Registration Statement"). A description of the Merger, including additional
responses to the information requested in this Item 2, are contained in the
Registration Statement, the text of which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Audited Financial Statements of OEI(1)
Report of Independent Public Accountants
Consolidated Statement of Income, Years Ended
December 31, 1998, 1997 and 1996 Consolidated Balance
Sheet, December 31, 1998 and 1997 Consolidated
Statement of Changes in Stockholders' Equity, Years
Ended December 31, 1998, 1997 and 1996 Consolidated
Statement of Cash Flows, Years Ended December 31,
1998, 1997 and 1996 Notes to Consolidated Financial
Statements
- ---------------------------------
(1) Incorporated by reference to pages 28 through 60 of OEI's Annual Report
on Form 10-K for the year ended December 31, 1998
filed with the Commission on February 16, 1999.
(b) Pro Forma Financial Information
The pro forma information required by this item is
contained on pages 29 through 33 of the Joint Proxy
Statement/Prospectus included in the Registration
Statement which is incorporated herein by reference.
(c) Exhibits
The following Exhibits are filed as part of this
report:
2.1 - Agreement and Plan of Merger, dated as of
November 24, 1998, as amended, between OEI
and Seagull (included as Annex A to the
Joint Proxy Statement/Prospectus contained
in Seagull's Registration Statement on Form
S-4 (No. 333-68679) and incorporated herein
by reference).
23.1 - Independent Auditors' Consent
99.1 - Press Release of the Company dated March 30,
1999.
99.2 - Audited Financial Statements of OEI included
as pages 28 through 60 of OEI's Annual
Report on Form 10-K for the year ended
December 31, 1998 (incorporated herein by
reference from OEI's Annual Report on Form
10-K filed with the Commission on February
16, 1999).
99.3 - Unaudited Pro Forma Condensed Combined
Financial Statements of New Ocean included
as pages 29 through 33 of the Joint Proxy
Statement/Prospectus included in Seagull's
Registration Statement on Form S-4 (No.
333-68679) (incorporated herein by reference
from Seagull's Registration Statement on
Form S-4 (No. 333-63679) filed with the
Commission on February 23, 1999).
SIGNATURE
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 thereunto duly authorized.
OCEAN ENERGY, INC.
/s/ WILLIAM L. TRANSIER
William L. Transier
Executive Vice President and Chief Financial Officer
Date: April 8, 1999.
EXHIBIT INDEX
Exhibit
Number Description
2.1 - Agreement and Plan of Merger, dated as of November 24, 1998,
as amended, between OEI and Seagull (included as Annex A to
the Joint Proxy Statement/Prospectus contained in Seagull's
Registration Statement on Form S-4 (No.333-68679) and
incorporated herein by reference).
23.1 - Independent Auditors' Consent
99.1 - Press Release of the Company dated March 30, 1999.
99.2 - Audited Financial Statements of OEI included as pages 28
through 60 of OEI's Annual Report on Form 10-K for the year
ended December 31, 1998 (incorporated herein by reference from
OEI's Annual Report on Form 10-K filed with the Commission on
February 16, 1999).
99.3 - Unaudited Pro Forma Condensed Combined Financial Statements
of New Ocean included as pages 29 through 33 of the Joint
Proxy Statement/Prospectus included in Seagull's Registration
Statement on Form S-4 (No. 333-68679) (incorporated herein by
reference from Seagull's Registration Statement on Form S-4
(No. 333-63679) filed with the Commission on February 23,
1999).