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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TEXOIL, INC.
(Name of Subject Company (Issuer))
OEI ACQUISITION CORP.
OCEAN ENERGY, INC.
(Offerors)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
882906-20-9
(CUSIP Number of Class of Securities)
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Copy to:
ROBERT K. REEVES MICHAEL E. DILLARD, P.C.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
OCEAN ENERGY, INC. 1700 PACIFIC AVENUE
1001 FANNIN, SUITE 1600 SUITE 4100
HOUSTON, TEXAS 77002 DALLAS, TEXAS 75201
(713) 265-6000 (214) 969-2800
(Name, address, and telephone number of persons authorized to receive notices and communications on behalf of
filing persons)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$120,163,203.60 $24,032.64
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* Estimated for purposes of calculating the filing fee only. Calculated by
adding (i) the product of $8.25, the per share tender offer price for all the
outstanding shares of common stock, par value $.01 per share, of Texoil, Inc.
(the "Common Shares"), multiplied by 8,023,900, the sum of the 6,724,939
currently outstanding Common Shares sought in the Offer, the 751,165 Common
Shares issuable pursuant to outstanding stock options and the 547,796 Common
Shares issuable upon exercise of outstanding warrants, and (ii) the product
of $18.04, the per share tender offer price for all the outstanding shares of
Series A Convertible Preferred Stock, par value $.01 per share, of Texoil,
Inc. (the "Preferred Shares"), multiplied by 2,991,465, the total number of
outstanding Preferred Shares.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the aggregate value of cash offered by OEI Acquisition Corp. for such
number of Shares.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid..................
Form or Registration No. ...............
Filing Party............................
Date Filed..............................
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO is filed by OEI Acquisition
Corp., a Nevada corporation ("Offeror") and a direct wholly-owned subsidiary of
Ocean Energy, Inc., a Texas corporation ("Parent"). This Schedule TO relates to
the offer by Offeror to purchase (i) all the outstanding shares of common stock,
par value $.01 per share (the "Common Shares"), of Texoil, Inc., a Nevada
corporation (the "Company"), at a purchase price of $8.25 per share, net to the
seller in cash, without interest, and (ii) all the outstanding shares of Series
A Convertible Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company at a purchase price of $18.04 per share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated January 24, 2001 (the "Offer to
Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(i), and in the
related Letters of Transmittal, copies of which are attached hereto as Exhibits
(a)(1)(ii) and (a)(i)(iii) (the "Letters of Transmittal," which, together with
the Offer to Purchase, as each may be amended and supplemented from time to
time, constitute the "Offer"). Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to such terms in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary Term Sheet" of the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Texoil, Inc., a Nevada corporation.
The address of its principal executive offices is 110 Cypress Station Drive,
Suite 220, Houston, Texas 77090, and its telephone number at such address is
(281) 537-9920.
(b) The information set forth in the section entitled "Introduction" of the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) The information set forth in the Introduction, Section 9 and
Schedule I of the Offer to Purchase is incorporated herein by reference.
The names of the filing persons are Ocean Energy, Inc., a Texas
corporation, and its wholly-owned subsidiary OEI Acquisition Corp., a Nevada
corporation. Their principal executive offices are located at 1001 Fannin
Street, Suite 1600, Houston, Texas 77002, and the telephone number at such
address is (713) 265-6000.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the sections of the Offer to Purchase entitled
"Summary Term Sheet" and "Introduction," Sections 1, 2, 3, 4, 5, 12, 14 and 15
of the Offer to Purchase, and the Letters of Transmittal are incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in Section 9 of the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in the "Introduction" and in Sections 11, 12
and 13 of the Offer to Purchase is incorporated herein by reference.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in Sections 12 and 13 of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
(b) There are no alternative financing arrangements or financing plans.
(d) The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth under "Introduction" and in Sections 9,
12 and 13 of the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth under "Introduction" and in Section 16 of the
Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements of the Parent and the Offeror are not material
and therefore have not been included because (i) the consideration offered to
the stockholders of the Company consists solely of cash, (ii) the Offer is not
subject to any financing condition, (iii) the Offer is for all outstanding
Shares of the Company, and (iv) any Shares to be acquired in the Merger will be
for the same cash consideration.
(b) Pro forma financial information has not been included in this Schedule
TO because the holders of Shares who do not tender their Shares in the Offer
will receive the same cash consideration in the subsequent merger of Offeror
with and into the Company.
ITEM 11. ADDITIONAL INFORMATION.
(a)-(b) The information set forth in Sections 7, 13, and 15 of the Offer to
Purchase is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(i) -- Offer to Purchase, dated January 24, 2001.
(a)(1)(ii) -- Letter of Transmittal for Common Stock.
(a)(1)(iii) -- Letter of Transmittal for Series A Convertible Preferred
Stock.
(a)(1)(iv) -- Notice of Guaranteed Delivery for Common Stock.
(a)(1)(v) -- Notice of Guaranteed Delivery for Series A Convertible
Preferred Stock.
(a)(1)(vi) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vii) -- Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(viii) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
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(a)(1)(ix) -- Text of Joint Press Release issued by the Company and
Parent on January 18, 2001.
(a)(1)(x) -- Form of summary advertisement.
(a)(2) -- Not applicable.
(a)(3) -- Not applicable.
(a)(4) -- Not applicable.
(a)(5) -- Not applicable.
(b) -- Revolving Credit Agreement, dated as of March 30, 1999,
among the Company, Chase Bank of Texas, National
Association, The Chase Manhattan Bank, Bank of America
National Trust and Savings Association, Bank One Texas,
N.A., Societe Generale, Southwest Agency, the Bank of
Montreal, and the other Banks signatory thereto
(incorporated by reference to Exhibit 4.1 to Parent's
Form 10-Q for the period ended March 31, 1999).
(d)(1) -- Agreement and Plan of Merger, dated as of January 18,
2001, by and among the Company, the Parent and the
Offeror.
(d)(2) -- Tender and Voting Agreement, dated January 18, 2001, by
and among the Parent, Purchaser and certain stockholders
of the Company.
(d)(3) -- Tender Agreement, dated January 18, 2001, by and among
the Parent, Purchaser and certain stockholders of the
Company.
(d)(4) -- Confidentiality Agreement, dated October 30, 2000,
between Parent and the Company.
(d)(5) -- Confidentiality Agreement, dated December 18, 2000,
between Parent and the Company.
(g) -- None.
(h) -- None.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
OEI ACQUISITION CORP.
By: /s/ ROBERT K. REEVES
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Name: Robert K. Reeves
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Title: Executive Vice President,
General Counsel & Secretary
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Dated: January 24, 2001
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
OCEAN ENERGY, INC.
By: /s/ ROBERT K. REEVES
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Name: Robert K. Reeves
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Title: Executive Vice President,
General Counsel & Secretary
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Dated: January 24, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i) -- Offer to Purchase, dated January 24, 2001.
(a)(1)(ii) -- Letter of Transmittal for Common Stock.
(a)(1)(iii) -- Letter of Transmittal for Series A Convertible Preferred
Stock.
(a)(1)(iv) -- Notice of Guaranteed Delivery for Common Stock.
(a)(1)(v) -- Notice of Guaranteed Delivery for Series A Convertible
Preferred Stock.
(a)(1)(vi) -- Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vii) -- Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(viii) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(ix) -- Text of Joint Press Release issued by the Company and
Parent on January 18, 2001.
(a)(1)(x) -- Form of summary advertisement.
(a)(2) -- Not applicable.
(a)(3) -- Not applicable.
(a)(4) -- Not applicable.
(a)(5) -- Not applicable.
(b) -- Revolving Credit Agreement, dated as of March 30, 1999,
among the Company, Chase Bank of Texas, National
Association, The Chase Manhattan Bank, Bank of America
National Trust and Savings Association, Bank One Texas,
N.A., Societe Generale, Southwest Agency, the Bank of
Montreal, and the other Banks signatory thereto
(incorporated by reference to Exhibit 4.1 to Parent's
Form 10-Q for the period ended March 31, 1999).
(d)(1) -- Agreement and Plan of Merger, dated as of January 18,
2001, by and among the Company, the Parent and the
Offeror.
(d)(2) -- Tender and Voting Agreement, dated January 18, 2001, by
and among the Parent, Purchaser and certain stockholders
of the Company.
(d)(3) -- Tender Agreement, dated January 18, 2001, by and among
the Parent, Purchaser and certain stockholders of the
Company.
(d)(4) -- Confidentiality Agreement, dated October 30, 2000,
between Parent and the Company.
(d)(5) -- Confidentiality Agreement, dated December 18, 2000,
between Parent and the Company.
(g) -- None.
(h) -- None.