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 (date of earliest event reported): September 17, 2002
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 Number)
1001 Fannin, Suite 1600
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 265-6000
ITEM 5. OTHER EVENTS
On September 17, 2002, Ocean Energy, Inc., a Delaware corporation (the
"Company"), entered into a Purchase Agreement, filed herewith as Exhibit 1.1 and
incorporated herein by reference, with the underwriters named therein with
respect to the issue and sale by the Company of $400,000,000 aggregate principal
amount of 4.375% Senior Notes due October 1, 2007 (the "Senior Notes") in an
underwritten public offering. The Senior Notes are expected to be issued on
September 20, 2002 pursuant to the Company's Senior Indenture dated as of
September 28, 2001 among the Company, Ocean Energy, Inc. (a Louisiana
corporation), as guarantor, and The Bank of New York, as trustee. The Senior
Notes, the terms and form of which are filed herewith as part of Exhibit 4.1 and
incorporated herein by reference, were registered under the Securities Act of
1933, as amended.
The net proceeds from the sale of the Senior Notes are estimated to be
approximately $396 million, after deducting underwriting discounts and
commissions and expenses associated with the offering thereof. The Company
intends to use these proceeds to repay indebtedness under the Company's
revolving credit facility.
The Company files herewith those exhibits listed in Item 7(c) below
relating to its Registration Statement on Form S-3 (File No. 333-67136) as filed
with the Securities and Exchange Commission on August 9, 2001, and as amended on
August 24, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibit No. Description of Exhibit
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1.1 Purchase Agreement dated as of September 17, 2002 by and among the
Company and the underwriters named therein.
4.1 Officers' Certificate evidencing the terms of the 4.375% Senior
Notes due October 1, 2007, including the form of global note
relating thereto.
12.1 Computation of Ratio of Earnings to Fixed Charges.
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: September 19, 2002
Ocean Energy, Inc.
By: /s/ ROBERT K. REEVES
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Robert K. Reeves
Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
1.1 Purchase Agreement dated as of September 17, 2002 by and among the
Company and the underwriters named therein.
4.1 Officers' Certificate evidencing the terms of the 4.375% Senior
Notes due October 1, 2007, including the form of global note
relating thereto.
12.1 Computation of Ratio of Earnings to Fixed Charges.