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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 (DATE OF EARLIEST EVENT REPORTED): MAY 9, 2001
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OCEAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8094 74-1764876
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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) 265-6000
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Item 5. Other Events
On May 9, 2001, Ocean Energy, Inc., a Texas corporation ("OEI-Texas"),
completed its reincorporation from the State of Texas to the State of Delaware
through a merger (the "Merger") effected in accordance with the terms and
conditions of an Agreement and Plan of Merger (the "Merger Agreement") between
OEI-Texas and Ocean Energy, Inc., a Delaware corporation and wholly-owned
subsidiary of OEI-Texas ("OEI-Delaware"). The Merger Agreement, including the
Merger resulting in the reincorporation, was approved by the shareholders of
OEI-Texas at its annual meeting of shareholders held on May 9, 2001. The Merger
Agreement is filed herewith as Exhibit 2.1 and incorporated herein by reference.
Pursuant to the Merger Agreement, OEI-Texas was merged with and into
OEI-Delaware, with OEI-Delaware continuing its corporate existence under the
laws of the State of Delaware. By operation of law, OEI-Delaware assumed all of
the assets and liabilities of OEI-Texas existing as of the effective time of the
Merger. In connection with the Merger, the board of directors and officers of
OEI-Texas became the board of directors and officers of OEI-Delaware. Pursuant
to the Merger Agreement, (i) each share of common stock, par value $.10,
(including associated preferred share purchase rights) of OEI-Texas issued and
outstanding immediately prior to the Merger, was automatically converted into
one fully paid and nonassessable share of common stock, par value $.10,
(including associated preferred share purchase rights) of OEI-Delaware and (ii)
each share of Series C Convertible Preferred Stock, par value $1.00, of
OEI-Texas issued and outstanding immediately prior to the Merger, was
automatically converted into one fully paid and nonassessable share of Series B
Convertible Preferred Stock, par value $1.00, of OEI-Delaware, having
substantially identical terms as the Series C Convertible Preferred Stock of
OEI-Texas. In addition, each stock option of OEI-Texas issued and outstanding
immediately prior to the Merger was automatically converted into an option to
purchase, on the same terms and conditions as were applicable under the
OEI-Texas option, the same number and class of shares of OEI-Delaware's capital
stock.
On May 9, 2001, OEI-Texas, OEI-Delaware and Fleet National Bank (the
"Rights Agent") entered into Amendment No. 5 (the "Amendment") to the Amended
and Restated Rights Agreement, dated as of March 17, 1989, as amended and
restated as of December 12, 1997, as amended to date, between OEI-Texas and the
Rights Agent (the "Rights Agreement"), to extend the "Final Expiration Date" (as
defined therein) from May 21, 2001 to May 21, 2003. In addition, pursuant to the
Amendment, OEI-Delaware agreed to assume the Rights Agreement and was
substituted for OEI-Texas for all purposes thereunder. The Amendment is filed
herewith as Exhibit 4.1 and incorporated herein by reference.
The common stock and preferred share purchase rights of OEI-Delaware
are deemed to be registered under Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on the same basis and in the same
manner that the shares of common stock and preferred share purchase rights of
OEI-Texas were so registered, pursuant to Rule 12g-3(a) and (f) thereunder. The
common stock of OEI-Delaware, like the common stock of OEI-Texas, will continue
trading on the New York Stock Exchange under the symbol "OEI."
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
*2.1 Agreement and Plan of Merger, dated March 30, 2001, by and
between Ocean Energy, Inc., a Texas corporation, and Ocean
Energy, Inc., a Delaware corporation.
*4.1 Certificate of Incorporation of Ocean Energy, Inc., a Delaware
corporation.
*4.2 Bylaws of Ocean Energy, Inc., a Delaware corporation.
*4.3 Certificate of Designations relating to Series B Convertible
Preferred Stock of Ocean Energy, Inc., a Delaware corporation.
*4.4 Amendment No. 5 to the Rights Agreement, dated as of May 9,
2001, by and between Ocean Energy, Inc., a Texas corporation,
Ocean Energy, Inc., a Delaware corporation, and Fleet National
Bank (f/k/a BankBoston, N.A.), including form of Certificate
of Designations relating to Series A Junior Participating
Preferred Stock (filed as Exhibit A to Amendment No. 5).
*4.5 Specimen common stock certificate of Ocean Energy, Inc., a
Delaware corporation.
*99.1 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, Ocean Energy, Inc., a
Louisiana corporation, as subsidiary guarantor, and Wells
Fargo Bank Minnesota, National Association, as successor to
Norwest Bank Minnesota, National Association, as trustee, to
the Indenture, dated July 8, 1998, relating to the 7 5/8%
Senior Notes due 2005.
*99.2 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, Ocean Energy, Inc., a
Louisiana corporation, as subsidiary guarantor, and Wells
Fargo Bank Minnesota, National Association, as successor to
Norwest Bank Minnesota, National Association, as trustee, to
the Indenture, dated July 8, 1998, relating to the 8 1/4%
Senior Notes due 2018.
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*99.3 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, Ocean Energy, Inc., a
Louisiana corporation, as subsidiary guarantor, and The Bank
of New York, a New York banking corporation, as trustee, to
the Senior Indenture, dated May 15, 1993, relating to the
7 7/8% Senior Notes due 2003.
*99.4 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc. (formerly known as Seagull
Energy Corporation), a Texas corporation, Ocean Energy, Inc.,
a Louisiana corporation, and The Bank of New York, a New York
banking corporation, as trustee, to the Senior Indenture,
dated as of September 1, 1997, relating to the 7 1/2% Senior
Notes due 2027.
*99.5 Third Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc. (formerly known as Seagull
Energy Corporation), a Texas corporation, Ocean Energy, Inc.,
a Louisiana corporation, as subsidiary guarantor, and State
Street Bank and Trust Company, as trustee, to the Indenture,
dated as of July 2, 1997, relating to the 8 7/8% Senior
Subordinated Notes due 2007.
*99.6 Fourth Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc., a Texas corporation, Ocean
Energy, Inc., a Louisiana corporation, as subsidiary
guarantor, and State Street Bank and Trust Company, as
successor-in-interest to Fleet National Bank, as trustee, to
the Indenture, dated September 26, 1996, relating to the 9
3/4% Senior Subordinated Notes due 2006.
*99.7 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc. (formerly known as Seagull
Energy Corporation), a Texas corporation, Ocean Energy, Inc.,
a Louisiana corporation, as subsidiary guarantor, and U.S.
Bank Trust National Association, as trustee, to the Indenture,
dated July 8, 1998, relating to the 8 3/8% Senior Subordinated
Notes due 2008.
*99.8 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, as issuer, Ocean Energy,
Inc., a Louisiana corporation, as subsidiary guarantor, and
The Bank of New York, a New York banking corporation, as
trustee, to the Senior Subordinated
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Indenture, dated as of July 15, 1993, relating to the
8 5/8% Senior Notes due 2005.
*99.9 Ocean Energy, Inc. 2001 Long-Term Incentive Plan.
*99.10 Ratification by Ocean Energy, Inc., a Delaware corporation, of
that certain Revolving Credit Agreement, dated March 31, 1999,
by and among Ocean Energy, Inc., a Texas corporation, and the
other parties thereto.
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* filed herewith
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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
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Robert K. Reeves
Executive Vice President, General
Counsel and Secretary
Dated: May 11, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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*2.1 Agreement and Plan of Merger, dated March 30, 2001, by and
between Ocean Energy, Inc., a Texas corporation, and Ocean
Energy, Inc., a Delaware corporation.
*4.1 Certificate of Incorporation of Ocean Energy, Inc., a Delaware
corporation.
*4.2 Bylaws of Ocean Energy, Inc., a Delaware corporation.
*4.3 Certificate of Designations relating to Series B Convertible
Preferred Stock of Ocean Energy, Inc., a Delaware corporation.
*4.4 Amendment No. 5 to the Rights Agreement, dated as of May 9,
2001, by and between Ocean Energy, Inc., a Texas corporation,
Ocean Energy, Inc., a Delaware corporation, and Fleet National
Bank (f/k/a BankBoston, N.A.), including form of Certificate
of Designations relating to Series A Junior Participating
Preferred Stock (filed as Exhibit A to Amendment No. 5).
*4.5 Specimen common stock certificate of Ocean Energy, Inc., a
Delaware corporation.
*99.1 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, Ocean Energy, Inc., a
Louisiana corporation, as subsidiary guarantor, and Wells
Fargo Bank Minnesota, National Association, as successor to
Norwest Bank Minnesota, National Association, as trustee, to
the Indenture, dated July 8, 1998, relating to the 7 5/8%
Senior Notes due 2005.
*99.2 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, Ocean Energy, Inc., a
Louisiana corporation, as subsidiary guarantor, and Wells
Fargo Bank Minnesota, National Association, as successor to
Norwest Bank Minnesota, National Association, as trustee, to
the Indenture, dated July 8, 1998, relating to the 8 1/4%
Senior Notes due 2018.
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*99.3 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, Ocean Energy, Inc., a
Louisiana corporation, as subsidiary guarantor, and The Bank
of New York, a New York banking corporation, as trustee, to
the Senior Indenture, dated May 15, 1993, relating to the
7 7/8% Senior Notes due 2003.
*99.4 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc. (formerly known as Seagull
Energy Corporation), a Texas corporation, Ocean Energy, Inc.,
a Louisiana corporation, and The Bank of New York, a New York
banking corporation, as trustee, to the Senior Indenture,
dated as of September 1, 1997, relating to the 7 1/2% Senior
Notes due 2027.
*99.5 Third Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc. (formerly known as Seagull
Energy Corporation), a Texas corporation, Ocean Energy, Inc.,
a Louisiana corporation, as subsidiary guarantor, and State
Street Bank and Trust Company, as trustee, to the Indenture,
dated as of July 2, 1997, relating to the 8 7/8% Senior
Subordinated Notes due 2007.
*99.6 Fourth Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc., a Texas corporation, Ocean
Energy, Inc., a Louisiana corporation, as subsidiary
guarantor, and State Street Bank and Trust Company, as
successor-in-interest to Fleet National Bank, as trustee, to
the Indenture, dated September 26, 1996, relating to the
9 3/4% Senior Subordinated Notes due 2006.
*99.7 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
by merger to Ocean Energy, Inc. (formerly known as Seagull
Energy Corporation), a Texas corporation, Ocean Energy, Inc.,
a Louisiana corporation, as subsidiary guarantor, and U.S.
Bank Trust National Association, as trustee, to the Indenture,
dated July 8, 1998, relating to the 8 3/8% Senior Subordinated
Notes due 2008.
*99.8 Second Supplemental Indenture, dated as of May 9, 2001, by and
among Ocean Energy, Inc., a Delaware corporation, as successor
to Ocean Energy, Inc. (formerly known as Seagull Energy
Corporation), a Texas corporation, as issuer, Ocean Energy,
Inc., a Louisiana corporation, as subsidiary guarantor, and
The Bank of New York, a New York banking corporation, as
trustee, to the Senior Subordinated
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Indenture, dated as of July 15, 1993, relating to the
8 5/8% Senior Notes due 2005.
*99.9 Ocean Energy, Inc. 2001 Long-Term Incentive Plan.
*99.10 Ratification by Ocean Energy, Inc., a Delaware corporation, of
that certain Revolving Credit Agreement, dated March 31, 1999,
by and among Ocean Energy, Inc., a Texas corporation, and the
other parties thereto.
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* filed herewith