UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 14, 1998 (Date of earliest event reported)
DEEPTECH INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-23934 76-0289338
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1001 Louisiana Street
Houston, Texas
(Address of Principal Executive
Offices)
77002
(Zip Code)
Registrant's telephone number, including area code: (713) 420-2131
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ITEM 1. CHANGE IN CONTROL
DeepTech International Inc., a Delaware corporation ("DeepTech"), El
Paso Acquisition Company, a Delaware corporation and wholly owned
subsidiary of El Paso Energy Corporation ("El Paso Energy") ("Sub"), and El
Paso Natural Gas Company, a Delaware corporation, entered into the
Agreement and Plan of Merger dated as of February 27, 1998 (as amended, the
"Merger Agreement"), pursuant to which Sub merged with and into DeepTech
with DeepTech as the surviving corporation and wholly owned subsidiary of
El Paso Energy (the "Merger"). The Merger was consummated and became
effective as of August 14, 1998.
Pursuant to the Merger Agreement, all of the issued and outstanding
shares of DeepTech common stock, par value $0.01 per share, immediately
prior to the Merger (the "DeepTech Common Stock") was converted into the
right to receive $14.00 in cash, except that approximately 70,600 shares of
El Paso Energy common stock will be issued to holders of DeepTech Common
Stock who elected to receive El Paso Energy common stock in a taxable
transaction. The net cost of the transaction was approximately $450 million
and was funded through existing credit facilities.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Disposition of capital stock of Tatham Offshore, Inc. On August 14,
1998, DeepTech consummated a rights offering (the "Rights Offering").
Pursuant to the Rights Offering, DeepTech granted transferable rights (the
"Rights") to holders of DeepTech Common Stock to purchase an aggregate of
28,073,450 shares of common stock, par value $0.01 per share (the
"Underlying Common Stock") and 4,670,957 shares of Series A 12% Convertible
Exchangeable Preferred Stock, $0.01 par value per share (the "Underlying
Preferred Stock" and, together with the Underlying Common Stock, the
"Underlying Shares"), of Tatham Offshore, Inc. ("TOFF") owned by DeepTech.
On July 16, 1998, each stockholder received one Right for each share of the
DeepTech Common Stock owned on June 12, 1998. Each Right entitled the
stockholder to purchase 1.046357 shares of the Underlying Common Stock and
0.174096 shares of the Underlying Preferred Stock at a subscription price
of $3.25 for the Underlying Shares purchasable under each Right. Under the
terms of the Rights Offering, DeepTech received $75 million in net proceeds
for the Underlying Shares and no longer owns any shares of the capital
stock of TOFF.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Pro Forma Financial Information
The required pro forma financial information will be filed by
amendment to this report as soon as practicable but in no event later
than October 27, 1998.
(b) Exhibits.
99.1 Agreement and Plan of Merger (the "Merger Agreement"), dated
February 27, 1998, by and among El Paso Natural Gas Company, El
Paso Acquisition Company and DeepTech International Inc.
(incorporated herein by reference to Exhibit 10.1 to the
Registrant's quarterly report on Form 10-Q for the quarterly
period ended March 31, 1998, as filed with the Commission (File
No. 0-23934)).
99.2 Amendment No. 1 to the Merger Agreement, dated as of June 16,
1998, by and among El Paso Natural Gas Company, El Paso
Acquisition Company, El Paso Energy Corporation and DeepTech
International Inc.
99.3 Contribution and Distribution Agreement, dated as of February 27,
1998, by and among DeepTech International Inc., DeepFlex
Production Services, Inc., El Paso Natural Gas Company and Tatham
Offshore, Inc. (Incorporated herein by reference to Exhibit 10.2
to the Registrant's quarterly report on Form 10-Q for the
quarterly period ended March 31, 1998, as filed with the
Commission (File No. 0-23934)).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEEPTECH INTERNATIONAL INC.
Date: August 28, 1998 By: /s/ Jeffrey I. Beason
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Name: Jeffrey I. Beason
Title: Vice President and Controller