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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): NOVEMBER 24, 1998
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SEAGULL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 1-8094 74-1764876
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
1001 FANNIN, SUITE 1700
HOUSTON, TEXAS 77002-6714
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 951-4700
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ITEM 5. OTHER EVENTS
On November 24, 1998, Seagull Energy Corporation, a Texas corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Ocean Energy, Inc., a Delaware corporation ("Ocean"). Pursuant
to the Merger, Ocean would merge with and into the Company (the "Merger"), which
will survive the Merger and be renamed Ocean Energy, Inc. Upon consummation of
the Merger, each current shareholder of Ocean will receive one share of common
stock of the Company. All issued and outstanding shares of common stock of the
Company will remain outstanding.
In connection with the transactions contemplated by the Merger
Agreement, the Company entered into voting agreements with John B. Brock,
James C. Flores and the Flores Family Limited Partnership under which such
parties have agreed to vote in favor of the Merger (the "Company Voting
Agreements"). Similarly, The Prudential Insurance Company of America, Barry J.
Galt and James T. Hackett have entered into voting agreements with Ocean under
which such parties have agreed to vote in favor of the Merger (the "Ocean
Voting Agreements" and together with the Company Voting Agreements, the "Voting
Agreements"). The Voting Agreements are filed herewith as Exhibits 99.2-99.7
and incorporated herein by reference. To prevent the triggering of the
Company's Amended and Restated Rights Agreement, dated as of December 12, 1997
(the "Rights Agreement"), the Company amended its Rights Agreement to provide
that Ocean would not be deemed an "Acquiring Person" under such agreement by
virtue of the execution of the Ocean Voting Agreements. This amendment is
filed herewith as Exhibit 4.1 and incorporated herein by reference.
A more complete description of the Merger is contained in the November
25, 1998 press release by the Company, filed herewith as Exhibit 99.1 and
incorporated herein by reference. The Merger Agreement is filed herewith as
Exhibit 2.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of November 24,
1998, by and between the Company and Ocean.
4.1 Amendment No. 1 to Amended and Restated Rights
Agreement, dated as of November 24, 1998, by and between
the Company and BankBoston, N.A.
99.1 Press Release, dated November 25, 1998.
99.2 Voting Agreement, dated as of November 24, 1998, by and
between John B. Brock and the Company.
99.3 Voting Agreement, dated as of November 24, 1998, by and
between James C. Flores and the Company.
99.4 Voting Agreement, dated as of November 24, 1998, by and
between the Flores Family Limited Partnership and the
Company.
99.5 Voting Agreement, dated as of November 24, 1998, by and
between The Prudential Insurance Company of America and
Ocean.
99.6 Voting Agreement, dated as of November 24, 1998, by and
between James T. Hackett and Ocean.
99.7 Voting Agreement, dated as of November 24, 1998, by and
between Barry J. Galt and Ocean.
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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.
SEAGULL ENERGY CORPORATION
By: /s/ WILLIAM L. TRANSIER
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William L. Transier
Executive Vice President and
Chief Financial Officer
Dated: November 30, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of November 24,
1998, by and between the Company and Ocean.
4.1 Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of November 24, 1998, by and between the Company
and BankBoston, N.A.
99.1 Press Release, dated November 25, 1998.
99.2 Voting Agreement, dated as of November 24, 1998, by and
between John B. Brock and the Company.
99.3 Voting Agreement, dated as of November 24, 1998, by and
between James C. Flores and the Company.
99.4 Voting Agreement, dated as of November 24, 1998, by and
between the Flores Family Limited Partnership and the
Company.
99.5 Voting Agreement, dated as of November 24, 1998, by and
between The Prudential Insurance Company of America and
Ocean.
99.6 Voting Agreement, dated as of November 24, 1998, by and
between James T. Hackett and the Ocean.
99.7 Voting Agreement, dated as of November 24, 1998, by and
between Barry J. Galt and the Ocean.
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