<PAGE> 1
REGISTRATION NO. 33-64051
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SECURITIES AND EXCHANGE COMMISSION
-----------------
AMENDEMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
SEAGULL ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------
TEXAS 74-1764876
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1001 FANNIN, SUITE 1700
HOUSTON, TEXAS 77002-6714
(713) 951-4700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT W. SHOWER, EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
1001 FANNIN, SUITE 1700
HOUSTON, TEXAS 77002-6714
(713) 951-4700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------
COPIES TO:
VINSON & ELKINS L.L.P. SIMPSON THACHER & BARTLETT
2300 FIRST CITY TOWER 425 LEXINGTON AVENUE
HOUSTON, TEXAS 77002-6760 NEW YORK, NEW YORK 10017-3909
ATTN: J. MARK METTS, ESQ. ATTN: ANDREW R. KELLER, ESQ.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [ ]____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of each class of Amount to be maximum offering maximum aggregate Amount of
securities to be registered(1)(2) registered(3) price per unit(4)(5)(6) offering price(4)(5)(6) registration fee(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(7)
Preferred Stock
Depositary Shares(8)
Common Stock(9)
Securities Warrants $300,000,000 100% $300,000,000 $103,449(10)
Total . . . . . . . . . . . . .
====================================================================================================================================
</TABLE>
(1) Not specified as to each class of securities to be registered pursuant
to General Instruction II(D) to Form S-3 under the Securities Act of
1933, as amended.
(2) This registration statement also covers such indeterminate amount of
securities as may be issued in exchange for, or upon conversion or
exercise of, as the case may be, the Debt Securities, Preferred Stock,
Depositary Shares or Securities Warrants registered hereunder. Any
securities registered hereunder may be sold separately or as units
with other securities registered hereunder.
(3) Pursuant to Rule 429 of the Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
the Prospectus herein also relates to $100,000,000 of Debt Securities
of the Registrant registered under Registration Statement No.
33-65118. A filing fee of $109,375 in respect of such Debt Securities
was paid on June 28, 1993 upon the filing of such Registration
Statement.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
(5) No separate consideration will be received for any securities
registered hereunder that are issued in exchange for, or upon
conversion of, as the case may be, the Debt Securities, Preferred
Stock or Depositary Shares registered hereunder.
(6) The proposed maximum offering price per unit will be determined from
time to time by the registrant in connection with, and at the time of,
the issuance by the registrant of the securities registered hereunder.
(7) The aggregate principal amount of the Debt Securities may be increased
if any Debt Securities are issued at an original issue discount by an
amount such that the gross proceeds to be received by the registrant
shall be equal to the above amount to be registered. Any offering of
Debt Securities denominated other than in U.S. dollars will be
treated as the equivalent of U.S. dollars based on the exchange rate
applicable to the purchase of such Debt Securities at the time of
initial offering. In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $300,000,000, or the equivalent thereof
in foreign currencies or composite currencies.
(8) Such indeterminate number of Depositary Shares to be evidenced by
Depositary Receipts issued pursuant to a Deposit Agreement. In the
event that the Registrant elects to offer to the public fractional
interests in shares of the Preferred Stock registered hereunder,
Depositary Receipts will be distributed to those persons purchasing
such fractional interests and such shares will be issued to the
Depositary under the Deposit Agreement.
(9) Including associated preferred stock purchase rights. Prior to the
occurrence of certain events, the preferred stock purchase rights will
not be evidenced or traded separately from the Common Stock.
(10) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Pursuant to the provisions of Rule 429 under the Securities Act of
1933, as amended, the Prospectus contained in this Registration Statement also
relates to $100,000,000 of Debt Securities covered by Registrant's Registration
Statement on Form S-3 (Registration No. 33-65118). Such Registration
Statement is accordingly amended to reflect the information contained herein.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
Common Stock being registered are estimated as follows:
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . $103,449
Rating agencies' fees . . . . . . . . . . . . . . . . . . . . . . . *
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . *
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . *
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . *
Printing and engraving expenses . . . . . . . . . . . . . . . . . . *
Trustee's fees and expenses . . . . . . . . . . . . . . . . . . . . *
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . *
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
============
</TABLE>
________________
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to
any proceeding arising from actions taken in his official capacity, as a
director or officer, he may be indemnified so long as it shall be determined
that he conducted himself in good faith and that he reasonably believed that
such conduct was in the corporation's best interest. In cases not concerning
conduct in his official capacity as a director or officer, a director or
officer may be indemnified so long as it shall be determined that he conducted
himself in good faith and that he reasonably believed that his conduct was not
opposed to the corporation's best interest. In the case of any criminal
proceeding, a director or officer may be indemnified if he had no reasonable
cause to believe his conduct was unlawful. If a director or officer is wholly
successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
Article VI of the Company's Bylaws requires the indemnification of
officers and directors to the fullest extent permitted by the Texas Business
Corporation Act. The Company also has policies insuring its officers and
directors against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933.
Reference is made to Article Eleven of the Articles of Incorporation
of the Registrant, which was adopted by the Company's shareholders on May 11,
1988 and which provides as follows:
"ARTICLE ELEVEN
A director of the corporation shall not be liable to the corporation
or its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (iii)
for any transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; (iv) for acts or omissions
for which the liability of a director is expressly provided for by
statute; or (v) for acts related to an unlawful stock
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<PAGE> 3
repurchase or dividend payment. Any repeal or amendment of this
Article by the shareholders of the corporation shall be prospective
only, and shall not adversely affect any limitation on the liability
of a director of the corporation existing at the time of such repeal
or amendment. In addition to the circumstances in which a director of
the corporation is not liable as set forth in the preceding sentences,
a director shall not be liable to the fullest extent permitted by any
provision of the statutes of Texas hereafter enacted that further
limits the liability of a director."
Effective as of August 28, 1989, Article 7.06.B of the Texas
Miscellaneous Corporation Laws Act was amended to read in its entirety as
follows:
"B. The articles of incorporation of a corporation may
provide that a director of the corporation shall not be liable, or
shall be liable only to the extent provided in the articles of
incorporation, to the corporation or its shareholders or members for
monetary damages for an act or omission in the director's capacity as
a director, except that this article does not authorize the
elimination or limitation of the liability of a director to the extent
the director is found liable for:
(1) a breach of the director's duty of loyalty to the
corporation or its shareholders or members;
(2) an act or omission not in good faith that constitutes
a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing
violation of the law;
(3) a transaction from which the director received an
improper benefit, whether or not the benefit resulted from an
action taken within the scope of the director's office; or
(4) an act or omission for which the liability of a
director is expressly provided for by an applicable statute."
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
*1.1 Proposed Form of Underwriting Agreement (Debt Securities).
*1.2 Proposed Form of Underwriting Agreement (Preferred Stock).
*1.3 Proposed Form of Underwriting Agreement (Common Stock).
*1.4 Proposed Form of Underwriting Agreement (Securities Warrants).
**4.1 Form of Debt Securities.
4.2 Senior Indenture by and between the Company and The Bank of New
York, as Trustee, dated as of July 15, 1993 (incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K dated
August 4, 1993).
4.3 Senior Subordinated Indenture by and between the Company and The
Bank of New York, as Trustee, dated as of July 15, 1993
(incorporated by reference to Exhibit 4.2 to Current Report on
Form 8-K dated August 4, 1993).
4.4 Specimen of 7 7/8% Senior Note due 2003 and resolutions adopted
by the Chairman of the Board of Directors (incorporated by
reference to Exhibit 4.3 to Current Report on Form 8-K dated
August 4, 1993).
4.5 Specimen of 8 5/8% Senior Subordinated Note due 2005 and
resolutions adopted by the Chairman of the Board of Directors
(incorporated by reference to Exhibit 4.4 to Current Report on
Form 8-K dated August 4, 1993).
</TABLE>
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<TABLE>
<S> <C>
4.6 Articles of Incorporation of the Company, as amended,
including Articles of Amendment filed May 12, 1988, May 21,
1991, and May 21, 1993 with the Secretary of State of the
State of Texas, that certain Statement of Relative Rights and
Preferences related to the designation and issuance of the
Company's $2.25 Convertible Exchangeable Preferred Stock,
Series A, filed August 6, 1986 with the Secretary of State of
the State of Texas and that certain Statement of Resolution
Establishing Series of Shares of Series B Junior Participating
Preferred Stock of Seagull Energy Corporation filed March 21,
1989 with the Secretary of State of the State of Texas
(incorporated by reference to Exhibit 3.1 to Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993).
4.7 Bylaws of the Company, as amended through March 17, 1995
(incorporated by reference to Exhibit 3.1 to Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995).
4.8 Rights Agreement dated as of March 17, 1989 between the Company
and NCNB Texas National Bank, as Rights Agent, which includes the
form of Statement of Resolution setting forth the terms of the
Series B Junior Participating Preferred Stock, par value $1.00
per share, as Exhibit A, the form of Right Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred Shares as
Exhibit C (incorporated by reference to Exhibit 4.8 to Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993).
4.9 First Amendment to Rights Agreement by and between the Company
and NationsBank of Texas, N.A. (formerly NCNB Texas National
Bank) dated as of June 18, 1992 (incorporated by reference to
Exhibit 3.4 to Registration Statement on Form S-3 (File No.
33-55426)).
**4.10 Form of Securities Warrants.
*4.11 Form of Depositary Agreement.
*4.12 Form of Depositary Receipt.
*5.1 Opinion of Vinson & Elkins L.L.P.
***12.1 Computation of Ratio of Earnings to Fixed Charges.
***23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
***23.3 Consent of Ryder Scott Company, independent petroleum engineers.
***23.4 Consent of DeGolyer and MacNaughton, independent consulting
petroleum engineers.
***23.5 Consent of Netherland, Sewell & Associates, Inc., independent
petroleum engineers.
24.1 Powers of Attorney (contained in the Signatures section of this
registration statement).
25.1 Statements of eligibility of Trustee.
</TABLE>
_______________
*To be filed by amendment.
**The Company will file any forms of Debt Securities or Securities Warrants not
previously so filed in a Current Report on Form 8-K.
***Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
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<PAGE> 5
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) under th Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant further hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions set forth in response to
Item 15, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
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appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 8TH
DAY OF NOVEMBER, 1995.
SEAGULL ENERGY CORPORATION
By: /s/ Barry J. Galt
---------------------------------
Barry J. Galt
Chairman of the Board, President
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW APPOINTS BARRY J. GALT AND
ROBERT W. SHOWER, AND BOTH OF THEM, EITHER OF WHOM MAY ACT WITHOUT THE JOINDER
OF THE OTHER, AS HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL
POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM, AND IN HIS NAME, PLACE AND
STEAD, IN ANY AND ALL CAPACITIES TO SIGN ANY AND ALL AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE
SAME, WITH ALL EXHIBITS THERETO AND ALL OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS OR THEIR SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
J. Evans Attwell* Director November 8, 1995
- --------------------------------------
(J. Evans Attwell)
Rodney W. Bridges* Vice President and Controller November 8, 1995
- -------------------------------------- (Principal Accounting Officer)
(Rodney W. Bridges)
John W. Elias* Executive Vice President November 8, 1995
- -------------------------------------- and Director
(John W. Elias)
Peter J. Fluor* Director November 8, 1995
- --------------------------------------
(Peter J. Fluor)
/s/ Barry J. Galt Chairman of the Board, President, November 8, 1995
- -------------------------------------- Chief Executive Officer and
(Barry J. Galt) Director (Principal Executive
Officer)
William R. Grant* Director November 8, 1995
- --------------------------------------
(William R. Grant)
Dean P. Guerin* Director November 8, 1995
- --------------------------------------
(Dean P. Guerin)
Richard M. Morrow* Director November 8, 1995
- --------------------------------------
(Richard M. Morrow)
Dee S. Osborne* Director November 8, 1995
- --------------------------------------
(Dee S. Osborne)
Sam F. Segnar* Director November 8, 1995
- --------------------------------------
(Sam F. Segnar)
Robert W. Shower* Executive Vice President, Chief November 8, 1995
- -------------------------------------- Financial Officer and Director
(Robert W. Shower) (Principal Financial Officer)
George M. Sullivan* Director November 8, 1995
- --------------------------------------
(George M. Sullivan)
*By: /s/ Barry J. Galt
----------------------------------
Barry J. Galt*
Attorney-in-Fact
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION> Sequential
Number Description Page No.
- ------ ----------- --------
<S> <C>
*1.1 Proposed Form of Underwriting Agreement (Debt Securities).
*1.2 Proposed Form of Underwriting Agreement (Preferred Stock).
*1.3 Proposed Form of Underwriting Agreement (Common Stock).
*1.4 Proposed Form of Underwriting Agreement (Securities Warrants).
**4.1 Form of Debt Securities.
4.2 Senior Indenture by and between the Company and The Bank of New York, as Trustee, dated as of July 15,
1993 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K dated August 4, 1993).
4.3 Senior Subordinated Indenture by and between the Company and The Bank of New York, as Trustee, dated as of
July 15, 1993 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K dated August 4,
1993).
4.4 Specimen of 7 7/8% Senior Note due 2003 and resolutions adopted by the Chairman of the Board of Directors
(incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K dated August 4, 1993).
4.5 Specimen of 8 5/8% Senior Subordinated Note due 2005 and resolutions adopted by the Chairman of the Board
of Directors (incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K dated August 4,
1993).
4.6 Articles of Incorporation of the Company, as amended, including Articles of Amendment filed May 12, 1988,
May 21, 1991, and May 21, 1993 with the Secretary of State of the State of Texas, that certain Statement
of Relative Rights and Preferences related to the designation and issuance of the Company's $2.25
Convertible Exchangeable Preferred Stock, Series A, filed August 6, 1986 with the Secretary of State of
the State of Texas and that certain Statement of Resolution Establishing Series of Shares of Series B
Junior Participating Preferred Stock of Seagull Energy Corporation filed March 21, 1989 with the Secretary
of State of the State of Texas (incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993).
4.7 Bylaws of the Company, as amended through March 17, 1995 (incorporated by reference to Exhibit 3.1 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995).
4.8 Rights Agreement dated as of March 17, 1989 between the Company and NCNB Texas National Bank, as Rights
Agent, which includes the form of Statement of Resolution setting forth the terms of the Series B Junior
Participating Preferred Stock, par value $1.00 per share, as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference
to Exhibit 4.8 to Quarterly Report on Form 10-Q for the quarter ended June 30, 1993).
4.9 First Amendment to Rights Agreement by and between the Company and NationsBank of Texas, N.A. (formerly
NCNB Texas National Bank) dated as of June 18, 1992 (incorporated by reference to Exhibit 3.4 to
Registration Statement on Form S-3 (File No. 33-55426)).
**4.10 Form of Securities Warrants.
*4.11 Form of Depositary Agreement.
*4.12 Form of Depositary Receipt.
*5.1 Opinion of Vinson & Elkins L.L.P.
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C>
***12.1 Computation of Ratio of Earnings to Fixed Charges.
***23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
***23.3 Consent of Ryder Scott Company, independent petroleum engineers.
***23.4 Consent of DeGolyer and MacNaughton, independent consulting petroleum engineers.
***23.5 Consent of Netherland, Sewell & Associates, Inc., independent petroleum engineers.
24.1 Powers of Attorney (contained in the Signatures section of this registration statement).
25.1 Statements of eligibility of Trustee.
</TABLE>
- ---------------
*To be filed by amendment.
**The Company will file any forms of Debt Securities or Securities Warrants not
previously so filed in a Current Report on Form 8-K.
***Previously filed.
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
- ----------------------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
- ----------------------------------------
SEAGULL ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Texas 74-1764876
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1001 Fannin, Suite 1700
Houston, Texas 77002-6714
(Address of principal executive offices) (Zip code)
-----------------------
Senior Debt Securities
(Title of the indenture securities)
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<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE
24 OF THE COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive
-2-
<PAGE> 3
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
answer to Item 2, the answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 30th day of October, 1995.
THE BANK OF NEW YORK
By: /S/BYRON MERINO
------------------------------
Name: BYRON MERINO
Title: ASSISTANT TREASURER
-4-
<PAGE> 5
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
- ----------------------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
- ----------------------------------------
SEAGULL ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Texas 74-1764876
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1001 Fannin, Suite 1700
Houston, Texas 77002-6714
(Address of principal executive offices) (Zip code)
-----------------------
Senior Subordinated Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 6
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
Name Address
- -----------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE
24 OF THE COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive
-2-
<PAGE> 7
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
answer to Item 2, the answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.
-3-
<PAGE> 8
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 30th day of October, 1995.
THE BANK OF NEW YORK
By: /S/BYRON MERINO
------------------------------
Name: BYRON MERINO
Title: ASSISTANT TREASURER
-4-
<PAGE> 9
==============================================================================
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1995,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 3,025,419
Interest-bearing balances .......... 881,413
Securities:
Held-to-maturity securities ........ 1,242,368
Available-for-sale securities ...... 1,774,079
Federal funds sold in domestic
offices of the bank ................ 5,503,445
Securities purchased under agree-
ments to resell .................... 200,634
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................26,599,533
LESS: Allowance for loan and
lease losses ..............516,283
Loans and leases, net of unearned
income and allowance 26,083,250
Assets held in trading accounts ...... 1,455,639
Premises and fixed assets (including
capitalized leases) ................ 612,547
Other real estate owned .............. 79,667
Investments in unconsolidated
subsidiaries and associated
companies .......................... 198,737
Customers' liability to this bank on
acceptances outstanding ............ 1,111,464
Intangible assets .................... 105,263
Other assets ......................... 1,237,264
-----------
Total assets ......................... $43,511,189
===========
LIABILITIES
Deposits:
In domestic offices ................ $19,233,885
Noninterest-bearing .......7,677,954
Interest-bearing .........11,555,931
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 12,641,676
Noninterest-bearing ..........72,479
Interest-bearing .........12,569,197
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,747,659
Securities sold under agreements
to repurchase .................... 73,553
Demand notes issued to the U.S.
Treasury ........................... 300,000
Trading liabilities .................. 738,317
Other borrowed money:
With original maturity of one year
or less .......................... 1,586,443
With original maturity of more than
one year ......................... 220,877
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,113,102
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,489,252
-----------
Total liabilities .................... 40,198,624
-----------
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,849,221
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ (662)
Cumulative foreign currency transla-
tion adjustments .................. (3,944)
-----------
Total equity capital ................ 3,312,565
-----------
Total liabilities and equity
capital ........................... $43,511,189
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
<PAGE> 10
Exhibit 7
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Samuel F. Chevalier )
===============================================================================
