UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: March 30, 1999
OCEAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas 1-8094 74-1764876
(State or other (Commission (IRS Employer
jurisdiction of file number) Identification No.)
incorporation)
1001 Fannin, Suite 1700
Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(713) 951-4700
Seagull Energy Corporation
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
Effective on March 30, 1999, Ocean Energy, Inc., a Delaware corporation
("OEI"), merged (the "Merger") with and into Seagull Energy Corporation, a Texas
corporation ("Seagull"), pursuant to an Agreement and Plan of Merger dated
November 24, 1998, as amended, between OEI and Seagull (the "Merger Agreement").
In connection with the Merger, Seagull changed its name to "Ocean Energy, Inc."
("New Ocean"). In the Merger, each issued and outstanding share of common stock
of OEI, par value $.01 per share ("OEI Common Stock"), was converted into one
share of common stock, par value $.10 per share, of New Ocean (the "New Ocean
Common Stock") and each issued and outstanding share of Series A preferred stock
of OEI, par value $.01 per share ("OEI Preferred Stock") was converted into one
share of Series C preferred stock, par value $1.00 per share, of New Ocean ("New
Ocean Preferred Stock"). The exchange ratio was determined through arm's length
negotiations between the parties. New Ocean expects to issue up to 101,729,918
shares of New Ocean Common Stock and 50,000 shares of New Ocean Preferred Stock
in the Merger. Shares of OEI Common Stock and OEI Preferred Stock are no longer
transferable and certificates evidencing such shares represent only the right to
receive shares of New Ocean Common Stock and New Ocean Preferred Stock,
respectively, in accordance with the provisions of the Merger Agreement. The
shareholders of OEI and Seagull approved the Merger at special meetings held on
March 30, 1999. OEI was a publicly traded oil and gas company. New Ocean intends
to continue its business.
A description of the closing of the Merger is contained in the March
30, 1999 press release of New Ocean, attached hereto as Exhibit 99.1 and
incorporated herein by reference. The Merger Agreement is incorporated herein by
reference from Annex A to the Joint Proxy Statement/Prospectus contained in
Amendment No. 3 to Seagull's Registration Statement on Form S-4 (No. 333-68679),
filed with the Securities and Exchange Commission (the "Commission") on February
23, 1999 and declared effective by the Commission on February 23, 1999 (the
"Registration Statement"). A description of the Merger, including additional
responses to the information requested in this Item 2, are contained in the
Registration Statement, the text of which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Audited Financial Statements of OEI(1)
Report of Independent Public Accountants
Consolidated Statement of Income, Years Ended
December 31, 1998, 1997 and 1996 Consolidated Balance
Sheet, December 31, 1998 and 1997 Consolidated
Statement of Changes in Stockholders' Equity, Years
Ended December 31, 1998, 1997 and 1996 Consolidated
Statement of Cash Flows, Years Ended December 31,
1998, 1997 and 1996 Notes to Consolidated Financial
Statements
- ---------------------------------
(1) Incorporated by reference to pages 28 through 60 of OEI's Annual Report
on Form 10-K for the year ended December 31, 1998
filed with the Commission on February 16, 1999.
(b) Pro Forma Financial Information
The pro forma information required by this item is
contained on pages 29 through 33 of the Joint Proxy
Statement/Prospectus included in the Registration
Statement which is incorporated herein by reference.
(c) Exhibits
The following Exhibits are filed as part of this
report:
2.1 - Agreement and Plan of Merger, dated as of
November 24, 1998, as amended, between OEI
and Seagull (included as Annex A to the
Joint Proxy Statement/Prospectus contained
in Seagull's Registration Statement on Form
S-4 (No. 333-68679) and incorporated herein
by reference).
23.1 - Independent Auditors' Consent
99.1 - Press Release of the Company dated March 30,
1999.
99.2 - Audited Financial Statements of OEI included
as pages 28 through 60 of OEI's Annual
Report on Form 10-K for the year ended
December 31, 1998 (incorporated herein by
reference from OEI's Annual Report on Form
10-K filed with the Commission on February
16, 1999).
99.3 - Unaudited Pro Forma Condensed Combined
Financial Statements of New Ocean included
as pages 29 through 33 of the Joint Proxy
Statement/Prospectus included in Seagull's
Registration Statement on Form S-4 (No.
333-68679) (incorporated herein by reference
from Seagull's Registration Statement on
Form S-4 (No. 333-63679) filed with the
Commission on February 23, 1999).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OCEAN ENERGY, INC.
/s/ WILLIAM L. TRANSIER
William L. Transier
Executive Vice President and Chief Financial Officer
Date: April 8, 1999.
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EXHIBIT INDEX
Exhibit
Number Description
2.1 - Agreement and Plan of Merger, dated as of November 24, 1998,
as amended, between OEI and Seagull (included as Annex A to
the Joint Proxy Statement/Prospectus contained in Seagull's
Registration Statement on Form S-4 (No.333-68679) and
incorporated herein by reference).
23.1 - Independent Auditors' Consent
99.1 - Press Release of the Company dated March 30, 1999.
99.2 - Audited Financial Statements of OEI included as pages 28
through 60 of OEI's Annual Report on Form 10-K for the year
ended December 31, 1998 (incorporated herein by reference from
OEI's Annual Report on Form 10-K filed with the Commission on
February 16, 1999).
99.3 - Unaudited Pro Forma Condensed Combined Financial Statements
of New Ocean included as pages 29 through 33 of the Joint
Proxy Statement/Prospectus included in Seagull's Registration
Statement on Form S-4 (No. 333-68679) (incorporated herein by
reference from Seagull's Registration Statement on Form S-4
(No. 333-63679) filed with the Commission on February 23,
1999).
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As indepenent public accountants, we hereby consent to the incorporation in
this Form 8-K of our report dated February 15, 1999, on the Ocean Energy, Inc.
consolidated financial statements incorporated by reference herein.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
March 30, 1999
Contact:
Michael O. Aldridge
Vice President - Corporate Communications
1201 Louisiana, Suite 1400
Houston, Texas 77002
(713) 420-1142
Ocean Energy and Seagull Energy Shareholders Approve Merger
HOUSTON - Ocean Energy, Inc. (NYSE: OEI) and Seagull Energy Corporation (NYSE:
SGO) today announced that shareholders approved the merger of the two companies
in special shareholder meetings earlier today. After obtaining shareholder
approval, the companies filed the necessary legal documents making the merger
effective today.
The combined company, named Ocean Energy, Inc. and headquartered in Houston, is
the country's ninth-largest independent exploration and production company based
on a market capitalization of $3 billion, with proved reserves at Dec. 31, 1998
of 2.98 trillion cubic feet of gas equivalent.
Executive officers of Ocean Energy are:
James C. Flores, Chairman of the Board
James T. Hackett, President and Chief Executive Officer
James L. Dunlap, Vice Chairman
William L.Transier,Executive Vice President and Chief Financial Officer
Robert K. Reeves, Executive Vice President and General Counsel
Richard F. Barnes, President, ENSTAR Natural Gas
John D. Schiller, Senior Vice President of North America
Richard G. Zepernick, Jr., Senior Vice President of Gulf of Mexico
The 15-member Ocean Energy board of directors comprises eight former Ocean
Energy board members including Mr. Flores, and seven former Seagull board
members including Mr. Hackett.
The common stock of the new company will begin trading on the New York Stock
Exchange at the opening of business on Wednesday, March 31, 1999 under the
ticker symbol "OEI". The Company's stock will trade under the CUSIP number of
67481E 10 6.
In the merger, Ocean Energy will merge with and into Seagull, which will be
renamed Ocean Energy, Inc. Each old Ocean Energy shareholder will receive one
newly issued share of Seagull common stock for each Ocean Energy common share,
and all Seagull shares will remain outstanding. As a result, new Ocean Energy
will have approximately 165 million shares outstanding, of which approximately
61.5% will be owned by Ocean Energy shareholders and 38.5% will be owned by
Seagull shareholders. As OEI stockholders will own a majority of the new
company's common stock, the merger will be treated for accounting purposes as an
acquisition by Ocean Energy of Seagull in a purchase business transaction.
Seagull shareholders will retain their stock certificates. Record holders of old
OEI common stock will be sent letters of transmittal and other instructions for
exchanging their stock certificates for certificates representing the new Ocean
Energy common stock.
Certain statements in this news release regarding future expectations, plans for
acquisitions, dispositions, and oil and gas reserves, exploration, development,
production and pricing may be regarded as "forward looking statements" within
the meaning of the Securities Litigation Reform Act. They are subject to various
risks, such as operating hazards, drilling risks, and the inherent uncertainties
in interpreting engineering data relating to underground accumulations of oil
and gas, as well as other risks discussed in detail in the Companys' SEC
filings, including the Annual Report on Form 10-K for the year ended December
31, 1998. Actual results may vary materially.
For more information, contact Investor Relations at (713) 420-1143 or mail
requests to 1201 Louisiana, Suite 1400, Houston, Texas 77002.
