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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ocean Energy, Inc.
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(Name of the Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
674812-20-1
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(CUSIP Number)
William L. Transier
Executive Vice President and
Chief Financial Officer
Seagull Energy Corporation
1001 Fannin, Suite 1700
Houston, Texas 77002-6714
(713) 951-4700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 1998
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(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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seagull Energy Corporation (74-1764876)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER 7 SOLE VOTING POWER
OF
SHARES None
BENEFICIALLY ----------------------------------------------------
OWNED 8 SHARED VOTING POWER
BY 11,074,371
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,074,371
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share
(the "Ocean Common Stock"), of Ocean Energy, Inc., a Delaware corporation
("Ocean"). The address of the principal executive offices of Ocean is 1201
Louisiana, Suite 1400, Houston, Texas, 77002-5603.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Seagull Energy Corporation, a Texas
corporation ("Seagull"). Seagull is an independent oil and gas company engaged
primarily in exploration and development activities. The principal office of
Seagull is located at 1001 Fannin, Suite 1700, Houston, Texas 77002-6714.
Appendix I attached hereto sets forth certain additional information
with respect to each executive officer and director of Seagull. The filing of
this statement on Schedule 13D shall not be construed as an admission that any
person listed on Appendix I hereto is, for the purposes of Section 13(d) or (g)
of the Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this statement.
During the last five years, neither Seagull nor, to the best knowledge
of Seagull, any executive officer or director of Seagull, listed on Appendix I,
has been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the execution of the Merger Agreement (as defined
below), Seagull entered into voting agreements with John B. Brock, James C.
Flores and the Flores Family Limited Partnership (the "Stockholders"), each
dated as of November 24, 1998 (the "Voting Agreements").
John B. Brock and the Flores Family Limited Partnership own 149,120
and 3,305,016 shares of Ocean Common Stock, respectively. James C. Flores owns
3,876,235 shares of Ocean Common Stock and has the right to vote or direct the
vote of 3,744,000 shares of Ocean Common Stock pursuant to an irrevocable
proxy, dated September 25, 1996, executed by William W. Rucks, IV, Catherine
May Rucks and the Rucks Family Partnership in favor of Mr. Flores. These
11,074,371 shares of Ocean Common Stock are all covered by the Voting
Agreements, together with all shares of Ocean Common Stock acquired by the
Stockholders after the date of the Voting Agreements.
Pursuant to the Voting Agreements, each Stockholder has agreed, among
other things, that it will vote all shares of Ocean Common Stock covered by the
Voting Agreements in favor of approval of the Merger Agreement and the Merger
(as defined below) and against any proposed business combination that may
interfere or be inconsistent with the Merger.
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Each Stockholder has also agreed that it will not sell, transfer or
otherwise dispose of any of the shares of Ocean Common Stock covered by its
Voting Agreement to any person prior to the termination of the Voting
Agreement, unless such person agrees in writing to be bound by the terms of the
Voting Agreement to which such Stockholder is a party. Each Voting Agreement
shall terminate upon termination of the Merger Agreement or August 30, 1999,
whichever is earlier.
Execution and delivery of the Voting Agreements by the Stockholders
was a condition to the execution of the Merger Agreement. The above summary of
the terms of the Voting Agreements is qualified in its entirety by reference to
the actual agreements, which are filed herewith as exhibits.
ITEM 4. PURPOSE OF TRANSACTION.
On the terms and subject to the conditions set forth in the Agreement
and Plan of Merger dated as of November 24, 1998 (the "Merger Agreement"),
Ocean will merge with and into Seagull (the "Merger") at the effective time of
the Merger. Seagull will survive the Merger, and simultaneously with the
effective time of the Merger, will change its name to "Ocean Energy, Inc."
Pursuant to the Merger Agreement, Ocean's stockholders will receive one share
of common stock, par value $.01 per share ("Seagull Common Stock"), for each
share of Ocean Common Stock. All issued and outstanding shares of Seagull
Common Stock will remain outstanding. The above summary of the terms of the
Merger Agreement is qualified in its entirety by reference to the actual
agreement, which is filed herewith as an exhibit.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). Pursuant to the Merger Agreement, Ocean represented to
Seagull that as of November 24, 1998, there were 101,167,418 outstanding shares
of Ocean Common Stock. As a result of executing the Voting Agreements, Seagull
may be deemed to share voting power with respect to (and thus beneficially own)
the 11,074,371 shares of Ocean Common Stock covered by the Voting Agreements,
which, based on such representation, constitute approximately 10.9% of the
total issued and outstanding shares of Ocean Common Stock as of November 24,
1998.
Richard J. Burgess, Dee S. Osborne, Stephen A. Thorington and William
L. Transier, executive officers and directors of Seagull, own 2,600, 30,793,
1,420 and 100 shares of Ocean Common Stock (the "Officer and Director Shares"),
respectively. Seagull disclaims beneficial ownership of the Officer and
Director Shares and the executive officers and directors disclaim beneficial
ownership of the shares of Ocean Common Stock covered by the Voting Agreements.
(c). Other than the transactions described herein, neither Seagull
nor, to the knowledge of Seagull, any person listed on Appendix I, has effected
any transactions in shares of Ocean during the preceding sixty days.
(d) and (e). Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Items 3 and 4, Seagull has no other contracts,
arrangements, understandings or relationships with respect to securities of
Ocean that are required to be described herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Agreement and Plan of Merger, dated as of November 24, 1998, by
and between Seagull and Ocean (incorporated by reference to
Exhibit 2.1 to Seagull's Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 1, 1998).
B. Voting Agreement, dated as of November 24, 1998, by and between
Seagull and John B. Brock (incorporated by reference to Exhibit
99.2 to Seagull's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 1, 1998).
C. Voting Agreement, dated as of November 24, 1998, by and between
Seagull and James C. Flores (incorporated by reference to Exhibit
99.3 to Seagull's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 1, 1998).
D. Voting Agreement, dated as of November 24, 1998, by and between
Seagull and the Flores Family Limited Partnership (incorporated
by reference to Exhibit 99.4 to Seagull's Current Report on Form
8-K filed with the Securities and Exchange Commission on December
1, 1998).
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APPENDIX I
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF SEAGULL
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION OF
NAME AND POSITION BUSINESS ADDRESS EMPLOYMENT
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<S> <C> <C>
Barry J. Galt Seagull Energy Corporation Chairman of the Board,
Chairman of the Board 1001 Fannin, Suite 1700 Seagull Energy
Houston, TX 77002 Corporation
James T. Hackett Seagull Energy Corporation President and Chief
Director, President and 1001 Fannin, Suite 1700 Executive Officer,
Chief Executive Officer Houston, TX 77002 Seagull Energy
Corporation
William L. Transier Seagull Energy Corporation Executive Vice President
Executive Vice President 1001 Fannin, Suite 1700 and Chief Financial
and Chief Financial Houston, TX 77002 Officer, Seagull Energy
Officer Corporation
John D. Schiller, Jr. Seagull Energy Corporation Senior Vice President,
Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy
Houston, TX 77002 Corporation
Scott A. Griffiths Seagull Energy Corporation Senior Vice President,
Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy
Houston, TX 77002 Corporation
Gerald R. Colley Seagull Energy Corporation Senior Vice President,
Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy
Houston, TX 77002 Corporation
Richard F. Barnes Seagull Energy Corporation Senior Vice President,
Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy
Houston, TX 77002 Corporation
Carl B. King Seagull Energy Corporation Senior Vice President,
Senior Vice President, 1001 Fannin, Suite 1700 General Counsel and
General Counsel and Houston, TX 77002 Assistant Secretary,
Assistant Secretary Seagull Energy
Corporation
John N. Goodpasture Seagull Energy Corporation Senior Vice President,
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<TABLE>
<CAPTION>
<S> <C> <C>
Senior Vice President 1001 Fannin, Suite 1700 Seagull Energy
Houston, TX 77002 Corporation
John H. Campbell, Jr. Seagull Energy Corporation Vice President and
Vice President and 1001 Fannin, Suite 1700 Chief Engineer, Seagull
Chief Engineer Houston, TX 77002 Energy Corporation
Gordon L. McConnell Seagull Energy Corporation Vice President and
Vice President and 1001 Fannin, Suite 1700 Controller, Seagull
Controller Houston, TX 77002 Energy Corporation
H. Alan Payne Seagull Energy Corporation Vice President, Seagull
Vice President 1001 Fannin, Suite 1700 Energy Corporation
Houston, TX 77002
Matthias Beier Seagull Energy Corporation Vice President and
Vice President and 1001 Fannin, Suite 1700 Chief Information
Chief Information Officer Houston, TX 77002 Officer, Seagull
Energy Corporation
Jack M. Robertson Seagull Energy Corporation Vice President, Seagull
Vice President 1001 Fannin, Suite 1700 Energy Corporation
Houston, TX 77002
Stephen A. Thorington Seagull Energy Corporation Vice President and
Vice President and 1001 Fannin, Suite 1700 Treasurer, Seagull
Treasurer Houston, TX 77002 Energy Corporation
Carl E. Volke Seagull Energy Corporation Vice President, Seagull
Vice President 1001 Fannin, Suite 1700 Energy Corporation
Houston, TX 77002
Lee Van Winkle Seagull Energy Corporation Vice President, Seagull
Vice President 1001 Fannin, Suite 1700 Energy Corporation
Houston, TX 77002
Sylvia Sanchez Seagull Energy Corporation Secretary, Seagull
Secretary 1001 Fannin, Suite 1700 Energy Corporation
Houston, TX 77002
J. Evans Attwell Vinson & Elkins LLP Retired Attorney
Director 1001 Fannin, Suite 3415
Houston, TX 77002
</TABLE>
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<TABLE>
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Richard J. Burgess 5300 Camless Ct. Investments
Director Jackson, MI 49201
Milton Carroll Instrument Products, Inc. Chairman of the Board,
Director 7114 Belfort President and Chief
Houston, TX 77087 Executive Officer,
Instrument Products, Inc.
Thomas H. Cruikshank Sterling Plaza, Suite 860 Retired Chairman of the
Director 5949 Sherry Lane Board and Chief Executive
Dallas, TX 75225 Officer, Halliburton
Company
Peter J. Fluor Texas Crude Energy, Inc. President, Texas Crude
Director Buffalo Speedway Energy, Inc.
Houston, TX 77098
Dee S. Osborne Crest Investment Company President, Crest
Director 600 Travis, Suite 6800 Investment Company
Houston, TX 77002
Sidney R. Petersen 1109 Emerald Bay Investments
Director Laguna Beach, CA 92651
Sam F. Segnar Segnar Interests Investments
Director 10077 Grogan's Mill Rd.
The Woodlands, TX 77380
Robert F. Vagt Davidson College President, Davidson
Director P.O. Box 1689 College
Davidson, N.C. 28036
R. A. Walker Prudential Capital Group Senior Managing Director,
Director 2200 Ross Avenue, Suite 4200E Prudential Capital Group
Dallas, TX 75201
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SIGNATURE
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.
SEAGULL ENERGY CORPORATION
December 4, 1998 By: /s/ JOHN D. SCHILLER, JR.
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Date John D. Schiller, Jr.
Senior Vice President
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EXHIBIT INDEX
A. Agreement and Plan of Merger, dated as of November 24, 1998, by and
between Seagull and Ocean (incorporated by reference to Exhibit 2.1 to
Seagull's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 1, 1998).
B. Voting Agreement, dated as of November 24, 1998, by and between
Seagull and John B. Brock (incorporated by reference to Exhibit 99.2
to Seagull's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 1, 1998).
C. Voting Agreement, dated as of November 24, 1998, by and between
Seagull and James C. Flores (incorporated by reference to Exhibit 99.3
to Seagull's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 1, 1998).
D. Voting Agreement, dated as of November 24, 1998, by and between
Seagull and the Flores Family Limited Partnership (incorporated by
reference to Exhibit 99.4 to Seagull's Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 1,
1998).
