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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
AMENDMENT NO. 1
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)
882906-50-6
(CUSIP Number of Class of Securities)
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COPY TO:
ROBERT K. REEVES MICHAEL E. DILLARD, P.C.
EXECUTIVE VICE PRESIDENT, GENERAL AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
COUNSEL AND SECRETARY 1700 PACIFIC AVENUE
OCEAN ENERGY, INC. SUITE 4100
1001 FANNIN DALLAS, TEXAS 75201
SUITE 1600 (214) 969-2800
HOUSTON, TEXAS 77002
(713) 265-6000
(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
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.
[X] 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: $24,032.64 Filing Party: OEI Acquisition
Corp.; Ocean Energy, Inc
Form or Registration No.: Schedule TO Date Filed: January 24, 2001
[ ] 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 Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on January 24,
2001 (the "Schedule TO") by Ocean Energy, Inc., a Texas corporation ("Parent")
and OEI Acquisition Corp., a Nevada corporation and a direct, wholly owned
subsidiary of Parent ("Offeror"), in connection with the offer by Offeror for
all of the outstanding shares of common stock, par value $0.01 per share (the
"Common Shares"), and all of the outstanding shares of Series A Convertible
Preferred Stock, par value $0.01 per share (the "Preferred Shares", and together
with the Common Shares, the "Shares"), of Texoil, Inc., a Nevada corporation
(the "Company"), at a price of $8.25 per Common Share, net to the seller in
cash, without interest, and $18.04 per Preferred Share, net to the Seller in
cash, without interest, upon and subject to the terms and conditions set forth
in the Offer to Purchase, dated January 24, 2001 (the "Offer to Purchase"), and
the related Letters of Transmittal, which together, as each may be amended or
supplemented from time to time, constitute the "Offer" and which are annexed to
and filed with the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii), respectively. Capitalized terms used herein but not otherwise
defined have the meaning ascribed to such terms in the Offer to Purchase.
Item 7 Source and Amount of Funds or Other Consideration.
Item 7 is hereby amended as follows:
1. Item 7 of the Schedule TO is hereby amended by replacing the
sentence in paragraph (b) with the following sentence:
The information set forth in Section 10 of the Offer to Purchase is
incorporated herein by reference.
2. The first paragraph of the section of the Offer to Purchase
captioned "10. Source and Amount of Funds" is hereby amended by replacing the
last sentence of such paragraph in its entirety with the following two
sentences:
We will obtain the required funds from Parent immediately prior to
payment in the form of an intercompany loan from Parent. There are no
alternative financing arrangements or financing plans.
3. The second paragraph of the section of the Offer to Purchase
captioned "10. Source and Amount of Funds" is hereby amended by replacing such
paragraph in its entirety with the following paragraph:
Parent will provide such funds from borrowings under its $500
million Revolving Credit Agreement (the "Credit Facility"), dated as of
March 30, 1999, among Parent, 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. The Credit Facility, which is unsecured, has a five-year term
and bears interest, at Parent's option, at a competitive bid or LIBOR
or prime rates plus applicable margins ranging from zero to 1.7% or at
a competitive bid. Parent expects to use funds generated from its
operations to repay its borrowings under the Credit Facility.
Item 14 Certain Conditions to Our Obligations.
Item 14 is hereby amended as follows:
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1. The first paragraph of the section of the Offer to Purchase
captioned "14. Certain Conditions to Our Obligations" is hereby amended by
replacing such paragraph in its entirety with the following paragraph:
Notwithstanding any other provisions of the Offer, we shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the
Exchange Act (relating to our obligation to pay for or return tendered
Shares after the termination or withdrawal of the Offer), pay for any
tendered Shares and, subject to the terms of the Merger Agreement, may
terminate or amend the Offer, if (i) the Minimum Condition has not been
satisfied, or (ii) at any time on or after the date of the Merger
Agreement and prior to any Expiration Date any of the following
conditions shall exist or be determined by us to have occurred:
2. The next to last paragraph of the section of the Offer to
Purchase captioned "14. Certain Conditions to Our Obligations" is hereby amended
by replacing such paragraph in its entirety with the following paragraph:
The foregoing conditions (including those set forth in clauses (i)
and (ii) of the initial paragraph) are for our benefit and the benefit
of Parent and may be asserted by us or by Parent regardless of the
circumstances giving rise to any such conditions and other than
clauses (i) and (ii) may be waived by us or Parent, in whole or in
part, at any time and from time to time in our or Parent's reasonable
discretion, in each case, subject to the terms of the Merger
Agreement. The condition in clause (i) of the initial paragraph may
not be waived without the written consent of the Company. The failure
by us or Parent at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and each such right
shall be deemed an ongoing right which may be asserted at any time and
from time to time prior to any Expiration Date. All of the Tender
Offer Conditions must be satisfied or waived as of any Expiration Date
and, upon satisfaction or waiver of all such Tender Offer Conditions
as of any such Expiration Date, we will accept for payment and pay for
all Shares validly tendered and not withdrawn pursuant to the Offer as
soon as practicable after such Expiration Date of the Offer.
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SIGNATURES
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.
Dated February 1, 2001 By: /s/ Robert K. Reeves
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Name: Robert K. Reeves
Title: Executive Vice President,
General Counsel and Secretary
OCEAN ENERGY, INC.
Dated February 1, 2001 By: /s/ Robert K. Reeves
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Name: Robert K. Reeves
Title: Executive Vice President,
General Counsel and Secretary