<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Seagull Energy Corporation
- --------------------------------------------------------------------------------
(Name of the Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
812007-10-2
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert K. Reeves
Executive Vice President and
General Counsel
Ocean Energy, Inc.
1201 Louisiana, Suite 1400
Houston, Texas 77002-5603
(713) 420-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 1998
- --------------------------------------------------------------------------------
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
<PAGE> 2
<TABLE>
<S> <C> <C>
- ---------------------------- ------------------------------------------
CUSIP No. 812007-10-2 13D Page 2 of 9 Pages
- ---------------------------- ------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ocean Energy, Inc. (72-1277752)
- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
-------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 6,008,161
PERSON WITH -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- ---------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,008,161
- ---------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
- ---------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
(Page 2 of 9 pages)
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.10 per share (the
"Seagull Common Stock"), of Seagull Energy Corporation, a Texas corporation
("Seagull"). The address of the principal executive offices of Seagull is 1001
Fannin, Suite 1700, Houston, Texas, 77002-6714.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Ocean Energy, Inc., a Delaware corporation
("Ocean"). Ocean is an independent oil and gas company engaged primarily in
exploration and development activities. The principal office of Ocean is
located at 1201 Louisiana, Suite 1400, Houston, Texas, 77002-5603.
Appendix I attached hereto sets forth certain additional information with
respect to each executive officer and director of Ocean. 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 Ocean nor, to the best knowledge of
Ocean, any executive officer or director of Ocean 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), Ocean entered into voting agreements with Barry J. Galt, James T.
Hackett and The Prudential Insurance Company of America (the "Shareholders"),
each dated as of November 24, 1998 (the "Voting Agreements").
Barry J. Galt, James T. Hackett and The Prudential Insurance Company of
America own 323,000, 131,000 and 5,554,161 shares of Seagull Common Stock,
respectively. These 6,008,161 shares of Seagull Common Stock are all covered
by the Voting Agreements, together with all shares of Seagull Common Stock
acquired by the Shareholders after the date of the Voting Agreements.
Pursuant to the Voting Agreements, each Shareholder has agreed, among
other things, that it will vote all shares of Seagull 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.
(Page 3 of 9 pages)
<PAGE> 4
Messrs. Galt and Hackett have also agreed that they will not sell,
transfer or otherwise dispose of any of the shares of Seagull Common Stock
covered by their 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 Shareholder is a party. The Prudential
Insurance Company of America has agreed that it will not sell, transfer or
otherwise dispose of any of the shares of Seagull Common Stock covered by its
Voting Agreement to any person on or before April 14, 1998, unless such person
agrees in writing to be bound by the terms of its Voting Agreement. Each
Voting Agreement shall terminate upon the earliest of the termination of the
Merger Agreement, August 30, 1999, and the consummation of the Merger.
Execution and delivery of the Voting Agreements by the Shareholders 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 Seagull
Common Stock for each share of common stock, par value $.01 per share, of
Ocean. 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. As a result of the Merger, simultaneously with the
effective time of the Merger eight individuals currently on the Ocean Board of
Directors will be elected to the Seagull Board of Directors and five of the 12
current directors of Seagull will resign.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Pursuant to the Merger Agreement, Seagull represented to
Ocean that as of November 24, 1998, there were 63,448,037 outstanding shares of
Seagull 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 6,008,131 shares of Seagull Common Stock covered by the Voting Agreements,
which, based on such representation, constitutes approximately 9.5% of the
total issued and outstanding shares of Seagull Common Stock as of November 24,
1998.
(c). Other than the transactions described herein, neither Ocean nor, to
the knowledge of Ocean, any person listed on Appendix I, has effected any
transactions in shares of Seagull during the preceding sixty days.
(d) and (e). Not applicable.
(Page 4 of 9 pages)
<PAGE> 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in Items 3 and 4, Ocean has no other contracts,
arrangements, understandings or relationships with respect to securities of
Seagull 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
Ocean's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 25, 1998).
B. Voting Agreement, dated as of November 24, 1998, by and between Ocean
and Barry J. Galt (incorporated by reference to Exhibit 10.6 to
Ocean's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 25, 1998).
C. Voting Agreement, dated as of November 24, 1998, by and between Ocean
and James T. Hackett (incorporated by reference to Exhibit 10.5 to
Ocean's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 25, 1998).
D. Voting Agreement, dated as of November 24, 1998, by and between Ocean
and The Prudential Insurance Company of America (incorporated by
reference to Exhibit 10.4 to Ocean's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 25, 1998).
(Page 5 of 9 pages)
<PAGE> 6
APPENDIX I
Information with Respect to Executive Officers and Directors of Ocean
<TABLE>
<CAPTION>
Name and Position Business Address Present Principal
Occupation of Employment
<S> <C> <C>
John B. Brock Ocean Energy, Inc. Chairman of the Board,
Director, Chairman of the Board 1201 Louisiana, Suite 1400 Ocean Energy, Inc.
Houston, TX 77002
James C. Flores Ocean Energy, Inc. President and Chief
Director, President and 1201 Louisiana, Suite 1400 Executive Officer,
Chief Executive Officer Houston, TX 77002 Ocean Energy, Inc.
James L. Dunlap Ocean Energy, Inc. Vice Chairman,
Director, Vice Chairman 1201 Louisiana, Suite 1400 Ocean Energy, Inc.
Houston, TX 77002
Jonathan M. Clarkson Ocean Energy, Inc. Executive Vice President and Chief
Executive Vice President and Chief 1201 Louisiana, Suite 1400 Financial Officer,
Financial Officer Houston, TX 77002 Ocean Energy, Inc.
Robert K. Reeves Ocean Energy, Inc. Executive Vice President,
Executive Vice President, 1201 Louisiana, Suite 1400 General Counsel and Secretary,
General Counsel and Secretary Houston, TX 77002 Ocean Energy, Inc.
James E. Smitherman, III Ocean Energy, Inc. Executive Vice President -
Executive Vice President - 1201 Louisiana, Suite 1400 International, Ocean Energy, Inc.
International Houston, TX 77002
Robert G. Zepernick, Jr., Ocean Energy, Inc. Executive Vice President - North
Executive Vice President - North 1201 Louisiana, Suite 1400 America,
America Houston, TX 77002 Ocean Energy, Inc.
Christopher E. Cragg Ocean Energy, Inc. Vice President and Controller,
Vice President and Controller 1201 Louisiana, Suite 1400 Ocean Energy, Inc.
Houston, TX 77002
Robert L. Belk The Shaw Group Inc. Executive Vice President and
Director 11100 Mead Road, 2nd Floor Chief Financial Officer,
Baton Rouge, LA 70816 The Shaw Group Inc.
</TABLE>
(Page 6 of 9 pages)
<PAGE> 7
<TABLE>
<CAPTION>
Name and Position Business Address Present Principal
Occupation of Employment
<S> <C> <C>
Thomas D. Clark College of Business Administration Dean, College of Business
Director Louisiana State University Administration,
CEBA Building, Room 3304 Louisiana State University
Baton Rouge, LA 70803
Lodwrick M. Cook Global Crossing, Ltd. Co-Chairman
Director 150 El Camino Drive, Ste. 204 Global Crossing, Ltd.
Beverly Hills, CA 90212
Robert L. Howard 5413 Sturbridge Drive Retired President - Shell
Director Houston, Texas Offshore, Inc.
Elvis L. Mason Safeguard Business Systems, Inc. Chairman and
Director 2121 San Jacinto Street, Suite Chief Executive Officer
1000 Safeguard Business Systems, Inc.
Dallas, Texas 75201
Charles F. Mitchell, M.D. ENT Medical Center Otolaryngologist and Plastic
Director 5258 Dijon Drive Surgeon
Baton Rouge, LA 70808
William W. Rucks, IV First National Bank Towers Private Venture Capital Investor
Director 600 Jefferson St., Suite 701
Lafayette, LA 70501
David K. Newbigging Friends' Provident Life Chairman, Friends' Provident Life
Director 15 Old Bailey
London EC4M 7EF, England
Matthew R. Simmons Simmons & Company International Chairman and President
Director 700 Louisiana, Suite 500 Simmons & Company International
Houston, TX 77002
Milton J. Womack Milton J. Womack - General General Contractor
Director Contractor
P.O. Box 1111
Baton Rouge, LA 70821
</TABLE>
(Page 7 of 9 pages)
<PAGE> 8
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.
OCEAN ENERGY, INC.
By: /s/ ROBERT K. REEVES
--------------------------------
Robert K. Reeves
Executive Vice President
Dated: December 7, 1998
(Page 8 of 9 pages)
<PAGE> 9
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
Ocean's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 25, 1998).
B. Voting Agreement, dated as of November 24, 1998, by and between Ocean
and Barry J. Galt (incorporated by reference to Exhibit 10.6 to
Ocean's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 25, 1998).
C. Voting Agreement, dated as of November 24, 1998, by and between Ocean
and James T. Hackett (incorporated by reference to Exhibit 10.5 to
Ocean's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 25, 1998).
D. Voting Agreement, dated as of November 24, 1998, by and between Ocean
and The Prudential Insurance Company of America (incorporated by
reference to Exhibit 10.4 to Ocean's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 25, 1998).
(Page 9 of 9 pages)
