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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: April 25, 2003
OCEAN ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 01-08094 74-1764876
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1001 FANNIN
SUITE 1600
HOUSTON, TEXAS 77002
(Address of Registrant's principal executive offices)
(713) 265-6000
(Registrant's telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
In accordance with the Agreement and Plan of Merger (the "Merger
Agreement"), dated February 23, 2003 by and among Devon Energy Corporation
("Devon"), Devon NewCo Corporation and Ocean Energy, Inc. (the "Company), as
amended, Devon NewCo Corporation merged on April 25, 2003 with and into the
Company and the separate corporate existence of Devon NewCo Corporation ceased.
The Company is the surviving corporation of the merger and is a wholly owned
subsidiary of Devon. Each share of issued and outstanding common stock of the
Company will, by virtue of the merger, be converted into 0.414 of a share of
Devon common stock. Each share of issued and outstanding Series B Convertible
Preferred Stock of the Company will, by virtue of the merger, remain outstanding
as one share of Series B Convertible Preferred Stock of the surviving
corporation. From and after the merger, all shares of the Series B Convertible
Preferred Stock of the surviving corporation then outstanding are convertible
into Devon common stock, giving effect to the 0.414 exchange ratio. The Board of
Directors of the surviving corporation will consist of the Board of Directors of
Devon NewCo Corporation, as it existed immediately prior to the merger. As a
result of the merger, a change in control of the Registrant has resulted.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
See the Exhibit Index, which is incorporated by reference into
this item.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
OCEAN ENERGY, INC.
By: /s/ James T. Hackett
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Name: James T. Hackett
Title: Chief Executive Officer
Dated: April 25, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of February 23, 2003 by
and among Devon, Devon NewCo Corporation and the Company
(incorporated by reference to Annex A to Amendment No. 1 to
the Registration Statement on Form S-4/A filed by Devon with
the Securities and Exchange Commission (the "SEC") on March
20, 2003; Letter Agreement dated April 1, 2003, by and among
Devon, Devon NewCo Corporation and the Company, amending
Exhibit A to the Merger Agreement (incorporated by reference
to Exhibit 99.1 to the Form 8-K filed by the Company with the
SEC on April 2, 2003).