1 ================================================================================ 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 REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 19, 1999 ---------- OCEAN ENERGY, INC. (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 1600 HOUSTON, TEXAS 77002-6714 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 951-4700 ================================================================================ 2 Item 5. Other Events On May 19, 1999, Ocean Energy, Inc., a Texas corporation (the "Company"), amended its Amended and Restated Rights Agreement, dated as of March 17, 1989, as amended effective June 13, 1992, as amended and restated as of December 12, 1997, as amended effective November 24, 1998, and as amended March 10, 1999 (the "Rights Agreement"), to extend the "Final Expiration Date" (as defined therein) from May 21, 1999 to May 21, 2000. This amendment to the Rights Agreement is filed herewith as Exhibit 4.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 4.1 Amendment No. 3 to Amended and Restated Rights Agreement, dated as of May 19, 1999, by and between the Company and BankBoston, N.A. [The remainder of this page is intentionally left blank.] -2- 3 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 ------------------------------------- Robert K. Reeves Executive Vice President, General Counsel and Secretary Dated: May 21, 1999 -3- 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.1 Amendment No. 3 to Amended and Restated Rights Agreement, dated as of May 19, 1999, by and between the Company and BankBoston, N.A.