SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OFFSHORE ENERGY DEVELOPMENT CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
676247 10 9
(CUSIP Number)
DAVID B. STRASSNER
1400 WOODLOCH FOREST DRIVE, SUITE 200
THE WOODLANDS, TEXAS 77380
(713) 364-0033
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
NOVEMBER 6, 1996
(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 .
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 676247 10 9
SCHEDULE 13D
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
David B. Strassner
Cathy C. Strassner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Securities were acquired other than by purchase. See Item 3.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
748,728
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9 SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
748,728
- --------------------------------------------------------------------------------
<PAGE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,728
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.60%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of security to which this statement relates is the common stock, par
value $.01 per share ("Common Stock"), of Offshore Energy Development
Corporation, a Delaware corporation (the "Company"). The name and address of the
issuer of such securities are Offshore Energy Development Corporation, 1400
Woodloch Forest Drive, Suite 200, The Woodlands, Texas 77380.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this statement are David. B Strassner
and Cathy C. Strassner, husband and wife.
(b) The address of Mr. and Mrs. Strassner is 1400 Woodloch Forest Drive,
Suite 200, The Woodlands, Texas 77380.
(c) The present principal occupation of Mr. Strassner is President of the
Company. Mrs. Strassner is not presently employed.
(d) During the last five years, neither Mr. or Mrs. Strassner has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither Mr. or Mrs. Strassner has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. and Mrs. Strassner are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock to which this statement relates were acquired
pursuant to the terms of an Agreement and Plan of Reorganization dated as of
August 30, 1996 (the "Reorganization Agreement") by and among the Company,
Offshore Energy Development Corporation, a Texas corporation ("Offshore Texas"),
OEDC, Inc., a Texas corporation ("OEDC"), Natural Gas Partners, L.P., NGP-OEDC
Holdings, L.P., David B. Strassner, Douglas H. Kiesewetter, R. Keith Anderson,
Matthew T. Bradshaw, Taft and Nancy Bradshaw, R. Gamble Baldwin, David R. Albin,
the Albin Income Trust, John S. Foster, Kenneth A. Hersh, Bruce B. Selkirk, III,
John C. Goff, and Agnes Denise Darraugh. The Reorganization Agreement provided
for the consolidation the ownership of certain entities in the Company in
anticipation of the initial public offering (the "Offering") of the
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Common Stock, which was consummated contemporaneously with the consummation of
the transactions contemplated by the Reorganization Agreement. Pursuant to the
terms of the Reorganization Agreement, Mr. and Mrs. Strassner acquired
beneficial ownership of 816,977 shares of Common Stock in exchange for shares of
common stock, no par value, of Offshore Texas and shares of Class B Common
Stock, par value $.01 per share, of OEDC. On November 12, 1996, Mr. and Mrs.
Strassner sold 68,250 of such shares at a price (net of underwriting discount)
of $11.16 per share pursuant to the exercise of an overallotment option granted
to the underwriters in connection with the Offering.
ITEM 4. PURPOSE OF TRANSACTION
See the response to Item 3 above for a description of the purposes of the
acquisition of Common Stock by Mr. and Mrs. Strassner. Mr. Strassner has been
granted options to purchase an aggregate of 120,000 shares of Common Stock under
the Company's 1996 Stock Awards Plan, none of which options are presently
exercisable or will become exercisable within 60 days of the date of this
statement. Neither Mr. or Mrs. Strassner has any other plans or proposals that
relate to or would result in the events described in the lettered subparagraphs
of this item.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
(a) Mr. and Mrs. Strassner beneficially own 748,728 shares of Common Stock,
representing 8.60% of the shares of Common Stock outstanding. Of such
shares, 655,768 shares are held in trust by Mr. and Mrs. Strassner for
their benefit, and 92,960 shares are held by Mrs. Strassner as trustee
for Mr. and Mrs. Strassner's minor children.
(b) Mr. and Mrs. Strassner share voting and dispositive power with respect
to 748,728 shares of Common Stock.
(c) There have been no transactions in the Common Stock by Mr. or Mrs.
Strassner in the past sixty days other than those described in Item 3 of
this statement.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the securities to which this statement relates.
(e) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
In connection with the Offering, Mr. Strassner has agreed, for a period of 180
days after November 1, 1996, not to , directly or indirectly, (i) offer, sell,
or contract to sell any shares of Common Stock or securities substantially
similar to the Common Stock, including but not limited to, any securities that
are convertible into or exchangeable for, or that represent the right to
receive, Common Stock or any such substantially similar securities or (ii)
exercise any rights to demand registration of shares of Common Stock without the
prior written consent of Morgan Keegan & Company, Inc. Mr. Strassner has been
granted options to purchase 120,000 shares of Common Stock at an exercise price
of $12.00 per share pursuant to the Company's 1996 Stock Awards Plan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed exhibits to this statement:
1. Agreement by and between David B. Strassner and Cathy C.
Strassner that this statement be filed on behalf of each of
them.
2. Lock-Up Letter executed by David B. Strassner.
2. Offshore Energy Development Corporation 1996 Stock Awards Plan
(incorporated herein by reference to Exhibit 10.22 to the
Company's Registration Statement on Form S-1 (Registration No.
333-11269)).
3. Form of Nonqualified Stock Option Agreement (incorporated herein
by reference to Exhibit 10.24 to the Company's Registration
Statement on Form S-1 (Registration No. 333-11269)).
<PAGE>
SIGNATURES
After reasonable 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.
Date: November 18, 1996
/S/ DAVID B. STRASSNER
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David B. Strassner
/S/ CATHY C. STRASSNER
----------------------
Cathy C. Strassner
Exhibit 1
AGREEMENT
The undersigned, David B. Strassner and Cathy C. Strassner, hereby agree
that the Schedule 13D dated November 18, 1996 to which this Agreement is filed
as an exhibit is filed on behalf of each of them.
/S/ DAVID B. STRASSNER
----------------------
David B. Strassner
/S/ CATHY C. STRASSNER
----------------------
Cathy C. Strassner
LOCK-UP LETTER
Morgan Keegan & Company, Inc.
Principal Financial Securities, Inc.
As representatives of the several Underwriters
c/o Morgan Keegan & Company, Inc.
50 North Front Street
Memphis, Tennessee 38103
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
Underwriting Agreement (the "Underwriting Agreement") between Offshore Energy
Development Corporation, a Delaware corporation (the "Company"), and you as
representatives of a group of underwriters, relating to the sale to the
underwriters by the Company of shares of common stock, par value $.01 per share,
of the Company (the "Common Stock").
To induce you and the other underwriters to enter into the Underwriting
Agreement, the undersigned agrees that during the period beginning on the date
of the Underwriting Agreement and continuing to and including the date 180 days
after the date of the Prospectus (as defined in the Underwriting Agreement), the
undersigned will not, directly or indirectly, (i) offer, sell, contract to sell
any shares of Common Stock or securities substantially similar to the Common
Stock, including but not limited to, any securities that are convertible into or
exchangeable for, or that represent the right to receive, Common Stock or any
such substantially similar securities or (ii) exercise any rights to demand
registration of their shares of Common Stock without your prior written consent.
Any consent required under this letter may be given in writing by Morgan Keegan
& Company, Inc., without the additional consent to any other addressee hereof.
Very truly yours,
/S/ DAVID B. STRASSNER
