UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )
TITAN EXPLORATION, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
888289105
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(CUSIP Number)
Dennis P. R. Codon, Esq.
Vice President, Chief Legal Officer and General Counsel
UNOCAL CORPORATION
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 13, 1999
--------------------------
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box: / /
(continued on following pages(s))
Page 1 of 5
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unocal Corporation., I.R.S. No.: 95-3825062
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
N/A
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS *
00
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,458,393 shares of Common Stock
EACH ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON ------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Same as 7 above.
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
N/A
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
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Page 2 of 5
<PAGE>
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Oil Company of California., I.R.S. No.: 95-1315450
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
N/A
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /X/
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,458,393 shares of Common Stock
EACH ------------------------------------------
REPORTTING 9 SOLE DISPOSITIVE POWER -0-
PERSON ------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER -0-
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Same as 7 above.
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
N/A
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
CO
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Page 3 of 5
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
Reference is made to the Statement on Schedule 13D (the
"Statement") filed on December 23, 1999 by Unocal Corporation, a
Delaware corporation, and Union Oil Company of California, a
California corporation, with respect to shares of common stock of
Titan Exploration, Inc., a Delaware corporation. Capitalized
terms used but not defined herein have the meaning set forth in
the Statement. This Amendment is being filed to correct the
number of shares of Company Common Stock subject to the Voting
Agreement and to correct an error in the exhibits filed with the
Statement.
ITEM 4. PURPOSE OF TRANSACTION:
- ----------------------------------
The reference in the first paragraph of Item 4 of the
Statement to "4,389,690 shares of Company Common Stock" is hereby
amended to read "4,458,393 shares of Company Common Stock."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
- -------------------------------------------------
The first paragraph of Item 5 of the Statement is hereby
amended to read in its entirety as follows:
Pursuant to the Merger Agreement, the Company represented to
Union Oil that as of December 13, 1999, there were 40,189,843
outstanding shares of Company Common Stock. As a result of
executing the Voting Agreement, Unocal and Union Oil may be
deemed to beneficially own and have shared voting power with
respect to the 4,458,393 shares of Company Common Stock covered
thereby, which, based on such representation, constitutes
approximately 11.1% of the total issued and outstanding shares of
Company Common Stock as of December 13, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
- --------------------------------------------
Item 7 of the Statement is hereby amended to read in its
entirety as follows:
Exhibit 2.1: Voting Agreement between Union Oil and Jack D.
Hightower dated December 13, 1999.
*Exhibit 2.2: Directors and Officers of the Surviving
Corporation following the Merger (Schedule 1.6 to Agreement and
Plan of Merger).
*Exhibit 2.3: Agreement and Plan of Merger among Union Oil, the
Company, Pure, and Merger Sub dated December 13, 1999 (with
exhibits and schedules omitted).
*Exhibit 2.4: Business Opportunities Agreement among Union Oil,
the Company, Merger Sub and Pure dated December 13, 1999.
*Exhibit 2.5: Joint Filing Agreement.
- ----------------------
* Previously filed
Page 4 of 5
<PAGE>
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this Amendment is true, complete and
correct.
Date: January 26, 2000 UNOCAL CORPORATION
By: /s/ Douglas M. Miller
---------------------
Name: Douglas M. Miller
Title: Vice President,
Corporate Development
UNION OIL COMPANY OF
CALIFORNIA
By: /s/ Douglas M. Miller
---------------------
Name: Douglas M. Miller
Title: Vice President,
Corporate Development
Page 5 of 5
EXHIBIT 2.1
VOTING AGREEMENT
VOTING AGREEMENT ("Agreement") dated as of December 13, 1999
between Union Oil Company of California, a California corporation
("Union Oil"), and Jack D. Hightower (the "Stockholder").
W I T N E S S E T H:
WHEREAS, as of the date hereof, the Stockholder beneficially
owns an aggregate of 4,389,690 shares of Common Stock, par value
$.01 per share ("Titan Common Stock"), of Titan Exploration,
Inc., a Delaware corporation ("Titan") (such shares of Titan
Common Stock and any shares of Titan Common Stock acquired by the
Stockholder after the date hereof, the "Shares");
WHEREAS, Union Oil is prepared to enter into an Agreement
and Plan of Merger among Titan Resources Holdings, Inc., a
Delaware corporation and wholly owned subsidiary of Union Oil
("Resources"), TRH, Inc., a Delaware corporation and wholly owned
subsidiary of Resources ("Sub"), and Titan (as amended from time
to time, the "Merger Agreement") providing for the merger of
Titan with Sub (the "Merger"), as a result of which Titan will
become a wholly owned subsidiary of Resources;
WHEREAS, in order to encourage Union Oil, Resources and Sub
to enter into the Merger Agreement with Titan, the Stockholder is
willing to enter into certain arrangements with respect to the
Shares;
NOW, THEREFORE, in consideration of the premises set forth
above, the mutual promises set forth below, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. STOCKHOLDER'S SUPPORT OF THE MERGER. From the date
hereof until the earliest to occur of (i) the termination of the
Merger Agreement, and (ii) the consummation of the Merger:
(a) The Stockholder agrees that it will maintain
beneficial ownership of the Shares and will not, directly or
indirectly, (i) sell, transfer, pledge or otherwise dispose
of any Shares to any person other than Union Oil or its
designee unless such person shall have agreed in writing to
be bound by the terms of this Agreement, or (ii) grant a
proxy with respect to any Shares to any person other than
Union Oil or its designee, or grant an option with respect
to any of the foregoing, or enter into any other agreement
or arrangement with respect to any of the foregoing.
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<PAGE>
(b) The Stockholder will not initiate, solicit or
encourage (including by way of furnishing information or
assistance), or take any other action to facilitate, any
inquiries or the making of any proposal relating to, or that
may reasonably be expected to lead to, any merger,
consolidation, share exchange, business combination or
similar transaction involving Titan or any of its
subsidiaries or the acquisition in any manner, directly or
indirectly, of a material equity interest in any voting
securities of, or a substantial portion of the assets of,
Titan or any of its Subsidiaries, other than the
transactions contemplated by this Agreement or the Merger
Agreement (a ?Competing Transaction?), or enter into
discussions or negotiate with any person or entity in
furtherance of such inquiries or to obtain a Competing
Transaction, or agree to, or endorse, any Competing
Transaction, or authorize or permit any investment banker,
financial advisor, attorney, accountant or other
representative retained by the Stockholder to take any such
action. The Stockholder shall promptly notify Union Oil of
all relevant terms of any such inquiries or proposals
received by the Stockholder or by any such investment
banker, financial advisor, attorney, accountant or other
representative relating to any of such matters and if such
inquiry or proposal is in writing, the Stockholder shall
deliver or cause to be delivered to Union Oil a copy of such
inquiry or proposal.
(c) The Stockholder agrees that it will vote all
Shares (i) in favor of approval of the Merger Agreement and
any other matters that are conditions to consummation of the
Merger and (ii) subject to the provisions of paragraph (d)
below, against any combination proposal or other matter that
may interfere or be inconsistent with the Merger (including
without limitation a Competing Transaction).
(d) The Stockholder agrees that, if requested by
Union Oil, the Stockholder will not attend and the
Stockholder will not vote the Shares at any annual or
special meeting of stockholders at which a Competing
Transaction is being considered, or execute any written
consent of stockholders relating directly or indirectly to a
Competing Transaction, during such period.
(e) The Stockholder acknowledges that the terms of
this Agreement will be required to be described, and this
Agreement will be required to be filed, in certain
securities law filings relating to the Merger.
(f) To the extent inconsistent with the provisions of
this Section 1, the Stockholder hereby revokes any and all
proxies with respect to the Shares or any other voting
securities of Titan held by the Stockholder.
Notwithstanding anything to the contrary set forth herein,
this Agreement shall not restrict the Stockholder from acting in
accordance with his fiduciary duties as an officer or director of
Titan.
In addition, this Agreement shall not be effective with
respect to such number of Shares, if any, as shall be necessary
so that none of the entry into this Agreement or the
<PAGE>
existence of this Agreement or the rights of Union Oil hereunder
would cause Union Oil or any of its Affiliates to be deemed to be
an "Acquiring Person" within the meaning of the Rights Agreement
dated as of June 10, 1999 between Titan and First Union National
Bank, as such Rights Agreement shall be amended from time to
time.
2. MISCELLANEOUS
(a) The Stockholder, on the one hand, and Union Oil,
on the other, acknowledge and agree that irreparable damage
would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof in any
court of the United States or any state thereof having
jurisdiction, in addition to any other stockholder to which
they may be entitled at law or equity.
(b) Descriptive headings are for convenience only and
shall not control or affect the meaning or construction of
any provision of this Agreement.
(c) All notices, consents, requests, instructions,
approvals and other communications provided for herein shall
be validly given, made or served, if in writing and
delivered personally, by telecopy or sent by registered
mail, postage prepaid:
If to Union Oil:
Union Oil Company of California
One Sugar Creek Place
14141 Southwest Freeway
Sugar Land, Texas 77478
Attention: Mr. Phil Ballard
Facsimile No.: (281) 287-5170
with a copy to:
Union Oil Company of California
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
Attention: (1) General Counsel, and
(2) Vice President, Corporate
Development
Fax No: (310) 726-7819
3
<PAGE>
If to the Stockholder:
Titan Resources Holdings, Inc.
500 West Texas
Suite 200
Midland, Texas 79701
Attention: Jack D. Hightower
Fax: (915) 687-3863
or to such other address or telecopy number as any party
may, from time to time, designate in a written notice given
in a like manner. Notice given by telecopy shall be deemed
delivered on the day the sender receives telecopy
confirmation that such notice was received at the telecopy
number of the addressee. Notice given by mail as set out
above shall be deemed delivered three days after the date
the same is postmarked.
(d) From and after the termination of this Agreement,
the covenants of the parties set forth herein shall be of no
further force or effect and the parties shall be under no
further obligation with respect thereto.
(e) DEFINITIONS. For purposes of this Agreement, the
following terms shall have the following meanings:
(i) MERGER. "Merger" shall mean the transaction
referred to in the second whereas clause of this
Agreement, or any amendment to or modification that
does not adversely affect the economic value of the
Merger to the Stockholder pursuant to the transaction
set forth in the Merger Agreement.
(ii) PERSON. A "person" shall mean any
individual, firm, corporation, partnership, trust,
limited liability company or other entity.
(f) DUE AUTHORIZATION; NO CONFLICTS. The Stockholder
hereby represents and warrants to Union Oil as follows: the
Stockholder has full power and authority to enter into this
Agreement. Neither the execution or delivery of this
Agreement nor the consummation of the transactions contem
plated herein will (a) conflict with or result in a breach,
default or violation of any agreement, proxy, document,
instrument, judgment, decree, order, governmental permit,
certificate, license, law, statute, rule or regulation to
which the Stockholder is a party or to which it is subject,
(b) result in the creation of any lien, charge or other
encumbrance on any Shares or (c) require the Stockholder to
obtain the consent of any private non-governmental third
party. No consent, action, approval or authorization of, or
registration, declaration or filing with, any governmental
department, commission, agency or other instrumentality or
any other person or entity is required to authorize, or is
otherwise required in connection with, the execution and
delivery of this Agreement
4
<PAGE>
or the Stockholder's performance of the terms of this
Agreement or the validity or enforceability of this
Agreement.
(g) SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon, and inure to the benefit of, the parties
hereto and their respective heirs, personal representatives,
successors and assigns, but, except as contemplated pursuant
to paragraph 1(a), shall not be assignable by any party
hereto without the prior written consent of the other
parties hereto.
(h) WAIVER. No party may waive any of the terms or
conditions of this Agreement except by a duly signed writing
referring to the specific provision to be waived.
(i) GOVERNING LAW. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws
of the State of Delaware.
(j) ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement, and supersedes all other and prior
agreements and understandings, both written and oral, among
the parties hereto.
(k) COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Stockholder and Union Oil have
each caused this Agreement to be duly executed as of the day
and year first above written.
UNION OIL COMPANY OF
CALIFORNIA
By: /s/ Timothy H. Ling
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Timothy H. Ling
Executive Vice
President, North
American Energy
Operations and Chief Financial
Officer
JACK D. HIGHTOWER
/s/ Jack D. Hightower
----------------------
Jack D. Hightower
President and Chief
Executive Officer
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