<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1999
REGISTRATION NO. 333-68679
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-4 ON
FORM S-8*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OCEAN ENERGY, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 74-1764876
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1001 FANNIN, SUITE 1600 77002
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
OCEAN ENERGY, INC. 1998 LONG-TERM INCENTIVE PLAN
OCEAN ENERGY, INC. LONG-TERM INCENTIVE PLAN FOR NONEXECUTIVE EMPLOYEES
UNITED MERIDIAN CORPORATION 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
UNITED MERIDIAN CORPORATION 1987 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
ROBERT K. REEVES
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
OCEAN ENERGY, INC.
1001 FANNIN, SUITE 1600
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 265-6000
(Telephone number, including area code, of agent for service)
COPY TO:
J. MARK METTS
VINSON & ELKINS LLP
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002-6760
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
- --------------------------------------------------------------------------------------------------------------------
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Common Stock, $0.10 par value (2) ..... 12,629,030(3) (4) (4) (4)
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(1) The number of shares of common stock registered hereby is subject to
adjustment to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Includes associated preferred stock purchase rights. The rights are not
currently separable from the shares of common stock and are not currently
exercisable.
(3) Consisting of 12,629,030 shares of common stock of the Registrant
reserved for issuance under the Ocean Energy, Inc. 1998 Long-Term
Incentive Plan; the Ocean Energy, Inc. Long-Term Incentive Plan for
Nonexecutive Employees; the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan; and the United Meridian Corporation 1987
Nonqualified Stock Option Plan. At the effective time of the Merger (as
defined below), the OEI Plans and the UMC Plans were assumed by the
Registrant and each share of common stock of OEI (as defined below)
issuable under the OEI Plans and the UMC Plans was converted into an
equal number of shares of common stock of the Registrant.
(4) Not applicable. All filing fees payable in connection with the issuance
of these securities were paid in connection with the filing of the
Registrant's Registration Statement on Form S-4 (No. 333-68679) filed
December 10, 1998.
* Filed as a Post-effective Amendment to such Form S-4 registration
statement pursuant to the procedure described herein in the section
captioned "Introductory Statement."
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INTRODUCTORY STATEMENT
On March 30, 1999, the shareholders of Seagull Energy Corporation, a
Texas corporation ("Seagull"), and the stockholders of Ocean Energy, Inc., a
Delaware corporation ("OEI") approved and adopted the Agreement and Plan of
Merger dated as of November 24, 1998, as amended (the "Merger Agreement") by and
between Seagull and OEI providing for the merger of OEI with and into Seagull
(the "Merger"). In connection with the Merger, Seagull changed its name to
"Ocean Energy, Inc." (the "Company" or the "Registrant"). OEI's common stock,
par value $0.01 per share ("OEI Common Stock") is no longer transferable, and
certificates evidencing shares of OEI Common Stock represent only the right to
receive, without interest, shares of the Company's common stock, par value $0.10
per share, ("Company Common Stock") in accordance with the provisions of the
Merger Agreement. Pursuant to the Merger Agreement, the Company assumed the OEI
Plans and the UMC Plans (each as hereinafter defined), and each unexpired and
unexercised outstanding option to purchase OEI Common Stock under the OEI Plans
and the UMC Plans was automatically converted into an option to purchase the
equivalent number of shares of Company Common Stock at the same option exercise
price. The UMC Plans were assumed by OEI in connection with the merger of United
Meridian Corporation, a Delaware corporation, with and into OEI on March 27,
1998.
The Registrant hereby amends its registration statement on Form S-4
(No. 333-68679) (the "Form S-4") by filing this Post-effective Amendment No. 1
thereto on Form S-8 ("Post-effective Amendment No. 1") relating to up to
12,629,030 shares of Company Common Stock, 2,340,000 of which are issuable under
the Ocean Energy, Inc. 1998 Long-Term Incentive Plan, 7,823,824 of which are
issuable under the Ocean Energy, Inc. Long-Term Incentive Plan for Nonexecutive
Employees, (collectively , the "OEI Plans"), 2,090,121 of which are issuable
under the United Meridian Corporation 1994 Employee Nonqualified Stock Option
Plan and 375,085 of which are issuable under the United Meridian Corporation
1987 Nonqualified Stock Option Plan (collectively, the "UMC Plans"). All such
shares of Company Common Stock were previously registered on the Form S-4, and
are being transferred to this Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as filed with the Commission on February 16, 1999.
(b) The Company's amendment to its Annual Report on Form
10-K/A for the fiscal year ended December 31, 1998, as filed with the Commission
on March 1, 1999.
(c) The Company's Current Reports on Form 8-K filed with the
Commission on March 12, 1999, April 9, 1999 and May 4, 1999.
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(d) The description of the Company's Common Stock contained in
the Registration Statement on Form 8-A declared effective by the Commission on
January 30, 1981, together with the amendments on Form 8 filed with the
Commission on January 29, 1981, January 30, 1981 and October 28, 1981.
(e) The description of the Company's Series B Junior
Participating Preferred Stock and related rights contained in the Registration
Statement on Form 8-A/A filed with the Commission on March 12, 1999.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 (including excise and similar taxes), fines, settlements and
reasonable expenses actually incurred by him in connection with or in defending
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such an
action suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit or proceeding, in which he is a party or to which he is
subject 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 maintains insurance coverage providing its officers and
directors with indemnification 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 Company, 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 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
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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."
The Merger Agreement provides that the Company will, for six years
after the effective time of the Merger indemnify, defend and hold harmless each
person who is, has been or becomes prior to the effective time of the Merger an
officer or director of OEI and its subsidiaries or an employee of OEI or any of
its subsidiaries who acts as fiduciary under any OEI benefit plan against all
losses, claims, damages, liabilities, fees and expenses arising in whole or in
part out of actions or omissions in their capacity as such which occur prior to
the effective time. Such indemnification is made to the full extent permitted
under Texas law or the Company's Articles of Incorporation and Bylaws and OEI's
written indemnification agreements in effect as of November 24, 1998. Any
determination of whether a person's conduct complies with the required standard
will be made by independent counsel acceptable to both the Company and the
indemnified party.
The Company will also maintain OEI's existing directors' and officers'
liability insurance policy (or a policy with substantially similar coverage) for
not less than six years after the effective time of the Merger but only to the
extent related to actions or omissions prior to the effective time of the
Merger, provided that the aggregate premium for maintaining such policy for the
six year period will not exceed $2,500,000.00. Additionally, the Company will
maintain the directors' and officers' insurance policy of United Meridian
Corporation as currently in effect until March 27, 2003.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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4.1+ - 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, Articles of Merger filed March 30, 1999, with the
Secretary of State of the State of Texas (filed herewith) and
that certain Statement of Resolution Establishing Series of
Shares of Series B Junior Participating Preferred Stock of the
Company filed March 21, 1989 with the Secretary of State of
the State of Texas (filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1998 and incorporated herein by reference).
4.2 - Bylaws of the Company, as amended through March 7, 1997
(filed as Exhibit 4.9 to the Company's Form S-3 filed with the
Securities and Exchange Commission on September 18, 1997 and
incorporated herein by reference).
4.3 - Amended and Restated Rights Agreement, dated March 17, 1989,
as amended effective June 13, 1992 and amended and restated as
of December 12, 1997, between the Company and BankBoston, N.A.
(as successor to NCNB Texas National Bank), including Form of
Statement of Resolution Establishing the Series B Junior
Participating Preferred Stock, the Form of Right Certificate
and Form of Summary of Rights to Purchase Preferred Shares
(filed as Exhibit 2 to the Company's Current Report on Form
8-K dated December 15, 1997 and incorporated herein by
reference).
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4.4 - Amendment No. 1 to Amended and Restated Rights Agreement
dated November 24, 1998, between the Company and BankBoston,
N.A. (filed as Exhibit 4.1 to the Company's Current Report on
Form 8-K filed on December 1, 1998 and incorporated herein by
reference).
4.5 - Amendment No. 2 to Amended and Restated Rights Agreement
dated March 10, 1999, between the Company and BankBoston, N.A.
(filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on March 12, 1999 and incorporated herein by
reference).
4.6 - United Meridian Corporation 1987 Nonqualified Stock Option
Plan, as amended (filed as Exhibit 10.3 to United Meridian
Corporation's Registration Statement on Form S-1 (No.
33-63532), and incorporated herein by reference).
4.7 - Third Amendment to United Meridian Corporation 1987
Nonqualified Stock Option Plan dated November 16, 1993 (filed
as Exhibit 10.4 to United Meridian Corporation's 1993 Annual
Report on Form 10-K, and incorporated herein by reference).
4.8 - Fourth Amendment to United Meridian Corporation 1987
Nonqualified Stock Option Plan dated April 6, 1994 (filed as
Exhibit 10.6 to United Meridian Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, and
incorporated herein by reference).
4.9 - Fifth Amendment to the United Meridian Corporation 1987
Nonqualified Stock Option Plan dated November 19, 1997 (filed
as Exhibit 4.7 to United Meridian Corporation's Form S-3 (No.
333-42467), and incorporated herein by reference).
4.10 - Sixth Amendment to United Meridian Corporation 1987
Nonqualified Stock Option Plan, dated March 27, 1998 (filed as
Exhibit 4.7 to Ocean Energy, Inc.'s Form S-8 (333-43933) and
incorporated herein by reference).
4.11 - United Meridian Corporation 1994 Employee Nonqualified Stock
Option Plan (filed as Exhibit 4.14 to United Meridian
Corporation's Registration Statement on Form S-8 (No.
33-79160), and incorporated herein by reference).
4.12 - First Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated November 16,
1994 (filed as Exhibit 4.4.1 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 33-86480), and
incorporated herein by reference).
4.13 - Second Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated May 22, 1996,
(filed as Exhibit 4.3.2 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 333-05401), and
incorporated herein by reference).
4.14 - Third Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated November 13,
1996 (filed as Exhibit 4.3.3 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 333-28017), and
incorporated herein by reference).
4.15 - Fourth Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated May 29, 1997
(filed as Exhibit 4.3.4 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 333-28017), and
incorporated herein by reference).
4.16 - Fifth Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated November 19,
1997 (filed as Exhibit 4.9 to United Meridian Corporation's
Registration Statement on Form S-3 (No. 333-42467), and
incorporated herein by reference).
4.17 - Sixth Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated March 27, 1998
(filed as Exhibit 4.14 to Ocean Energy, Inc.'s Form S-8 (No.
333-43933), and incorporated hereby by reference).
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4.18 - Ocean Energy, Inc. 1998 Long-Term Incentive Plan (filed as
Appendix E to Ocean Energy, Inc.'s Joint Proxy
Statement/Prospectus filed on January 9, 1998, and
incorporated herein by reference).
4.19 - Ocean Energy, Inc. Long-Term Incentive Plan for
Non-executive Employees, as amended, (filed as Exhibit 99.1 to
Ocean Energy Inc.'s Form S-8 (No. 333-45119) filed on January
29, 1998 and incorporated herein by reference).
4.20 - Second Amendment to Ocean Energy, Inc. Long-Term Incentive
Plan for Non-executive Employees dated March 27, 1998
(filed as Exhibit 99.2 to Ocean Energy, Inc.'s Registration
Statement on Form S-8 (No. 333-49185), and incorporated herein
by reference).
4.21 - Third Amendment to Ocean Energy, Inc. Long-Term Incentive Plan
for Non-executive Employees dated May 20, 1998. (filed as
Exhibit 10.46 to Ocean Energy, Inc.'s 1998 Annual Report on
Form 10-K, and incorporated herein by reference).
5.1* - Opinion of Vinson & Elkins L.L.P. as to the legality of the
shares being registered.
23.1* - Consent of KPMG LLP - Company.
23.2* Consent of Arthur Andersen LLP - OEI.
23.3* - Consent of Netherland, Sewell & Associates, Inc. - Company.
23.4* - Consent of Ryder Scott Company Petroleum Engineers - Company.
23.5* - Consent of DeGolyer and McNaughton - Company.
23.6* Consent of Netherland, Sewell & Associates, Inc. - OEI.
23.7* Consent of McDaniel & Associates Consultants, Ltd. - OEI.
23.8* Consent of Ryder Scott Company Petroleum Engineers - OEI.
23.9 - Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 - Powers of Attorney (included in the signature page of this
Post-effective Amendment No. 1).
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+ filed herewith in part and incorporated herein by reference in part
* filed herewith
ITEM 9. UNDERTAKINGS.
(a) 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;
(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) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
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(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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities 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-8 and has duly caused this
Post-effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas on May 11,
1999.
OCEAN ENERGY, INC.
By: /s/ James T. Hackett
----------------------------------------
James T. Hackett
President and Chief Executive Officer
The undersigned directors and officers of Ocean Energy, Inc. hereby
constitute and appoint William L. Transier and Robert K. Reeves and each of
them, with full power to act without the other and with full power of
substitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
Post-effective Amendment No. 1 and to file the same, with all exhibits thereto
and other documents in connection therewith with the Commission and hereby
ratify and confirm all that such attorneys-in-fact, or either of them, or their
substitutes shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 1 has been signed below by the following persons in
the capacities indicated on May 11, 1999.
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SIGNATURE TITLE
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/s/ James C. Flores Chairman of the Board
- -------------------------------------
James C. Flores
/s/ James T. Hackett President and Chief Executive Officer
- ------------------------------------- (Principal Executive Officer)
James T. Hackett
/s/ William L. Transier Executive Vice President and Chief Financial Officer
- ------------------------------------- (Principal Financial Officer)
William L. Transier
/s/ Gordon L. McConnell Vice President and Controller
- ------------------------------------- (Principal Accounting Officer)
Gordon L. McConnell
/s/ James L. Dunlap Vice Chairman of the Board of Directors
- -------------------------------------
James L. Dunlap
/s/ John B. Brock Director
- -------------------------------------
John B. Brock
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SIGNATURE TITLE
- --------- -----
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/s/ Milton Carroll Director
- -------------------------------------
Milton Carroll
Director
- -------------------------------------
Thomas D. Clark, Jr.
/s/ Peter J. Fluor Director
- -------------------------------------
Peter J. Fluor
/s/ Robert L. Howard Director
- -------------------------------------
Robert L. Howard
Director
- -------------------------------------
Charles F. Mitchell, M.D.
/s/ J. Evans Attwell Director
- -------------------------------------
J. Evans Attwell
/s/ Barry J. Galt Director
- -------------------------------------
Barry J. Galt
Director
- -------------------------------------
Elvis L. Mason
/s/ David K. Newbigging Director
- -------------------------------------
David K. Newbigging
Director
- -------------------------------------
Dee S. Osborne
Director
- -------------------------------------
R.A. Walker
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description of Exhibits
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4.1+ 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,
Articles of Merger filed March 30, 1999, with the Secretary of
State of the State of Texas (filed herewith) and that certain
Statement of Resolution Establishing Series of Shares of Series
B Junior Participating Preferred Stock of the Company filed
March 21, 1989 with the Secretary of State of the State of Texas
(filed as Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998 and incorporated herein
by reference).
4.2 Bylaws of the Company, as amended through March 7, 1997 (filed
as Exhibit 4.9 to the Company's Form S-3 filed with the
Securities and Exchange Commission on September 18, 1997 and
incorporated herein by reference).
4.3 Amended and Restated Rights Agreement, dated March 17, 1989, as
amended effective June 13, 1992 and amended and restated as of
December 12, 1997, between the Company and BankBoston, N.A. (as
successor to NCNB Texas National Bank), including Form of
Statement of Resolution Establishing the Series B Junior
Participating Preferred Stock, the Form of Right Certificate and
Form of Summary of Rights to Purchase Preferred Shares (filed as
Exhibit 2 to the Company's Current Report on Form 8-K dated
December 15, 1997 and incorporated herein by reference).
4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated
November 24, 1998, between the Company and BankBoston, N.A.
(filed as Exhibit 4.1 to the Company's Current Report on Form
8-K filed on December 1, 1998 and incorporated herein by
reference).
4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated
March 10, 1999, between the Company and BankBoston, N.A. (filed
as Exhibit 4.1 to the Company's Current Report on Form 8-K filed
on March 12, 1999 and incorporated herein by reference).
4.6 United Meridian Corporation 1987 Nonqualified Stock Option Plan,
as amended (filed as Exhibit 10.3 to United Meridian
Corporation's Registration Statement on Form S-1 (No. 33-63532),
and incorporated herein by reference).
4.7 Third Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan dated November 16, 1993 (filed as Exhibit 10.4
to United Meridian Corporation's 1993 Annual Report on Form
10-K, and incorporated herein by reference).
4.8 Fourth Amendment to United Meridian Corporation 1987
Nonqualified Stock Option Plan dated April 6, 1994 (filed as
Exhibit 10.6 to United Meridian Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, and
incorporated herein by reference).
4.9 Fifth Amendment to the United Meridian Corporation 1987
Nonqualified Stock Option Plan dated November 19, 1997 (filed as
Exhibit 4.7 to United Meridian Corporation's Form S-3 (No.
333-42467), and incorporated herein by reference).
4.10 Sixth Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan, dated March 27, 1998 (filed as Exhibit 4.7 to
Ocean Energy, Inc.'s Form S-8 (333-43933) and incorporated
herein by reference).
4.11 United Meridian Corporation 1994 Employee Nonqualified Stock
Option Plan (filed as Exhibit 4.14 to United Meridian
Corporation's Registration Statement on Form S-8 (No. 33-79160),
and incorporated herein by reference).
</TABLE>
I-1
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C>
4.12 First Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 16, 1994 (filed as
Exhibit 4.4.1 to United Meridian Corporation's Registration
Statement on form S-8 (No. 33-86480), and incorporated herein by
reference).
4.13 Second Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated May 22, 1996,
(filed as Exhibit 4.3.2 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 333-05401), and
incorporated herein by reference).
4.14 Third Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 13, 1996 (filed as
Exhibit 4.3.3 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 333-28017), and incorporated herein
by reference).
4.15 Fourth Amendment to the United Meridian Corporation 1994
Employee Nonqualified Stock Option Plan dated May 29, 1997
(filed as Exhibit 4.3.4 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 333-28017), and
incorporated herein by reference).
4.16 Fifth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 19, 1997 (filed as
Exhibit 4.9 to United Meridian Corporation's Registration
Statement on Form S-3 (No. 333-42467), and incorporated herein
by reference).
4.17 Sixth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated March 27, 1998 (filed as
Exhibit 4.14 to Ocean Energy, Inc.'s Form S-8 (No. 333-43933),
and incorporated hereby by reference).
4.18 Ocean Energy, Inc. 1998 Long-Term Incentive Plan (filed as
Appendix E to Ocean Energy, Inc.'s Joint Proxy
Statement/Prospectus filed on January 9, 1998, and incorporated
herein by reference).
4.19 Ocean Energy, Inc. Long-Term Incentive Plan for Non-executive
Employees, as amended, (filed as Exhibit 99.1 to Ocean Energy
Inc.'s Form S-8 (No. 333-45119) filed on January 29, 1998 and
incorporated herein by reference).
4.20 Second Amendment to Ocean Energy, Inc. Long-Term Incentive Plan
for Non-executive Employees dated March 27, 1998 (filed as
Exhibit 99.2 to Ocean Energy, Inc.'s Registration Statement on
Form S-8 (No. 333-49185), and incorporated herein by reference).
4.21 Third Amendment to Ocean Energy, Inc. Long-Term Incentive Plan
for Non-executive Employees dated May 20, 1998 (filed as
Exhibit 10.46 to Ocean Energy, Inc.'s 1998 Annual Report on
Form 10-K, and incorporated herein by reference).
5.1* Opinion of Vinson & Elkins LLP as to the legality of the shares
being registered.
23.1*- Consent of KPMG LLP - Company.
23.2* Consent of Arthur Andersen LLP - OEI.
23.3*- Consent of Netherland, Sewell & Associates, Inc. - Company.
23.4*- Consent of Ryder Scott Company Petroleum Engineers - Company.
23.5*- Consent of DeGolyer and McNaughton - Company.
23.6* Consent of Netherland, Sewell & Associates, Inc. - OEI.
23.7* Consent of McDaniel & Associates Consultants, Ltd. - OEI.
23.8* Consent of Ryder Scott Company Petroleum Engineers - OEI.
23.9 Consent of Vinson & Elkins L.L.P. (included in the opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included in the signature page of this
Post-effective Amendment No. 1).
</TABLE>
-------------------
+ filed herewith in part and incorporated herein by reference in part
* filed herewith
I-2
<PAGE> 1
EXHIBIT 4.1
ARTICLES OF MERGER
OF
OCEAN ENERGY, INC.
(a Delaware corporation)
INTO
SEAGULL ENERGY CORPORATION
(a Texas corporation)
Pursuant to the provisions of Article 5.04 of Texas Business
Corporation Act, the undersigned corporations adopt the following articles of
merger for the purpose of effecting a merger in accordance with the provisions
of Article 5.01 of the Texas Business Corporation Act.
1. The name of each of the undersigned corporations, the type of
such corporation and the laws under which such corporations
were organized are:
NAME OF CORPORATION TYPE OF ENTITY STATE
------------------- -------------- -----
Ocean Energy, Inc. ("OEI") Profit corporation Delaware
Seagull Energy Corporation Profit corporation Texas
("Seagull")
2. An Agreement and Plan of Merger (the "Merger Agreement"),
dated November 24, 1998, as amended, was approved and adopted
in accordance with the provisions of Article 5.03 of the Texas
Business Corporation Act providing for the merger of OEI with
and into Seagull. Seagull will be the corporation surviving
the merger.
3. Upon consummation of the merger, Seagull's Articles of
Incorporation will automatically be amended to: (1) increase
the number of authorized shares of Seagull common stock from
100,000,000 to 450,000,000; (2) increase the number of
authorized shares of Seagull preferred stock from 5,000,000 to
50,000,000; (3) change the name of Seagull to "Ocean Energy,
Inc."; and (4) expand the purpose clause to permit Seagull to
engage in any lawful business under Texas law, as follows:
(a) Article ONE of such articles of incorporation shall be
amended to read in its entirety as follows:
"The name of the corporation is Ocean Energy, Inc."
(b) Article THREE of such articles of incorporation shall be
amended to read in its entirety as follows:
<PAGE> 2
The purpose for which the corporation is
organized is to transact any and all lawful business
for which corporations may be incorporated under the
Texas Business Corporation Act.
(c) The first paragraph of Article FOUR of such articles of
incorporation shall be amended to read in its entirety as
follows:
The total number of shares of stock that the
corporation shall have authority to issue is
500,000,000 shares, divided into 50,000,000 shares of
Preferred Stock of the par value of $1.00 per share,
and 450,000,000 shares of Common Stock of the par
value of $.10 per share. Each share of Common Stock
shall be entitled to one vote.
4. An executed copy of the Merger Agreement is on file at the
principal place of business of Seagull located at 1001 Fannin,
Suite 1700, Houston, Texas, 77002-6714. A copy of the Merger
Agreement will be furnished by Seagull, on written request and
without cost, to any shareholder of Seagull or OEI and to any
creditor or obligee of the parties to the merger at the time
of the merger if such obligation is then outstanding.
5. As to each of the undersigned corporations, the approval of
whose shareholders is required, the number of outstanding
shares of each class of stock of such corporation entitled to
vote on the Merger Agreement are as follows:
NUMBER OF
SHARES
NAME OF CORPORATION OUTSTANDING CLASS
------------------- ----------- -----
Ocean Energy, Inc.: 101,169,918 Common Stock, par
value $0.01
50,000 Series A Convertible
Preferred Stock,
par value $0.01
Seagull Energy Corporation: 64,158,444 Common Stock, par
value $0.10
The Ocean common stock and preferred stock vote together as a
single class, with each share of Ocean common stock entitled
to one vote and each share of Ocean preferred stock entitled
to 67.91 votes.
6. As to each of the undersigned corporations, the approval of
whose shareholders is required, the number of shares voted for
and against the Merger Agreement, respectively, are as
follows:
-2-
<PAGE> 3
TOTAL TOTAL
VOTED VOTED
NAME OF CORPORATION FOR AGAINST CLASS
------------------- ----- ------- -----
Ocean Energy, Inc.: 81,096,989 2,219,963 Common Stock
/Preferred Stock
(voting together
as a single
class)
Seagull Energy
Corporation: 44,408,585 8,815,291 Common Stock
7. The Merger Agreement and the performance of its terms were
duly authorized by all action required by the laws under which
each foreign corporation or other entity that is a party to
the merger was incorporated or organized and by its
constituent documents.
-3-
<PAGE> 4
Dated as of March 30, 1999
SEAGULL ENERGY CORPORATION,
a Texas corporation
By: /s/ James T. Hackett
-------------------------------------------
James T. Hackett
President and Chief Executive Officer
OCEAN ENERGY, INC.,
a Delaware corporation
By: /s/ James C. Flores
-------------------------------------------
James C. Flores
President and Chief Executive Officer
-4-
<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS LETTERHEAD]
May 11, 1999
Ocean Energy, Inc.
1001 Fannin, Suite 1600
Houston, Texas 77002
Gentlemen:
We have acted as counsel to Ocean Energy, Inc., a Texas corporation
(the "Company"), in connection with the preparation of the Company's
Post-Effective Amendment No. 1 to Form S-4 on Form S-8(the "Registration
Statement") as filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement relates to the proposed offer and sale by the Company to
certain of the former employees, officers and directors of Ocean Energy, Inc., a
Delaware corporation ("OEI-Delaware"), of an aggregate of up to 12,629,030
shares of the Company's common stock, $0.10 par value (the "Shares"). The Shares
are issuable upon the exercise of certain options (the "Options") granted under
stock option and benefit plans (the "Plans") assumed by the Company pursuant to
the merger between the Company and OEI-Delaware effective as of March 30, 1999.
The assumed Plans include: the Ocean Energy, Inc. 1998 Long-Term Incentive Plan,
the Ocean Energy, Inc. Long-Term Incentive Plan for Nonexecutive Employees, the
United Meridian Corporation 1994 Employee Nonqualified Stock Option Plan and the
United Meridian Corporation 1987 Nonqualified Stock Option Plan. At your
request, this opinion is being furnished to you for filing as an exhibit to the
Registration Statement.
Before rendering our opinion, we examined corporate records of the
Company, including its Articles of Incorporation, its Bylaws and certain
resolutions of the Board of Directors of the Company. We also examined the
Registration Statement, together with exhibits thereto, and such certificates of
officers of the Company, other documents and records as we have deemed necessary
for the purposes of this opinion. As to matters of fact relevant to the opinions
expressed herein, and as to factual matters arising in connection with our
examination of corporate documents, records and other documents and writings, we
relied upon certificates and other communications of corporate officers of the
Company, without further investigation as to the facts set forth therein. We
have reviewed such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
Based upon the foregoing examination and review, we are of the opinion
that the Shares have been duly authorized for issuance and, when the
Registration Statement becomes effective
<PAGE> 2
Ocean Energy, Inc.
Page 2
April 22, 1999
and the Shares are issued in accordance with the provisions of the agreements
relating to the Options, such Shares will be validly issued, fully paid and
non-assessable.
This opinion is rendered as of the effectiveness of the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Registration
Statement. In giving this consent, however, we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 and the rules and regulations of the Securities and
Exchange Commission thereunder.
The foregoing opinion is limited to the laws of the United States of
America and the State of Texas. For purposes of this opinion, we assume that the
Shares will be issued in compliance with all applicable state securities or Blue
Sky laws.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ocean Energy, Inc.:
We consent to the incorporation by reference in the registration statement to be
filed on Post-Effective Amendment No. 1 to Form S-4 on Form S-8 of Ocean
Energy, Inc. of our report dated February 9, 1999, relating to the consolidated
balance sheets of Seagull Energy Corporation and Subsidiaries as of December
31, 1998 and 1997 and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998, which report is included in the December 31,
1998 Annual Report on Form 10-K of Seagull Energy Corporation.
KPMG LLP
Houston, Texas
May 10, 1999
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 15, 1999
incorporated by reference in Ocean Energy's Form 8-K filed April 9, 1999 and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
May 10, 1999
Houston, Texas
<PAGE> 1
EXHIBIT 23.3
[NETHERLAND, SEWELL & ASSOCIATES, INC. LETTERHEAD]
CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.
We hereby consent to the incorporation by reference of our Firm's name in
the Annual Report on Form 10-K of Seagull Energy Corporation and subsidiaries
for the year ended December 31, 1998, into the Registration Statement on Form
S-8 of Ocean Energy, Inc. (formerly known as Seagull Energy Corporation) to
which this consent is an exhibit.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ DANNY D. SIMMONS
----------------------------------
Danny D. Simmons
Senior Vice President
Houston, Texas
May 10, 1999
<PAGE> 1
EXHIBIT 23.4
[RYDER, SCOTT LETTERHEAD]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to incorporation by reference of our Firm's name in
the Annual Report on Form 10-K of Seagull Energy Corporation and subsidiaries
for the year ended December 31, 1998, into the Registration Statement on Form
S-8 of Ocean Energy, Inc. (formerly known as Seagull Energy Corporation) to
which this consent is an exhibit.
/s/ RYDER SCOTT COMPANY
/s/ PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
May 10, 1999
<PAGE> 1
EXHIBIT 23.5
[DEGOLYER AND MACNAUGHTON LETTERHEAD]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference of our name in the
Annual Report on Form 10-K of Seagull Energy Corporation and subsidiaries for
the year ended December 31, 1998, into the Registration Statement on Form S-8 of
Ocean Energy, Inc. (formerly known as Seagull Energy Corporation) to which this
consent is an exhibit.
/s/ DEGOLYER AND MACNAUGHTON
DeGolyer and MacNaughton
Dallas, Texas
May 10, 1999
<PAGE> 1
EXHIBIT 23.6
[NETHERLAND, SEWELL & ASSOCIATES, INC. LOGO]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the reference to our firm in the Annual Report on Form
10-K of Ocean Energy, Inc. for the year ended December 31, 1998, into the
Registration Statement on Form S-8 of Ocean Energy, Inc. to be filed with the
Securities and Exchange Commission on or about May 10, 1999.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ CLARENCE M. NETHERLAND
---------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
May 10, 1999
<PAGE> 1
EXHIBIT 23.7
[MCDANIEL & ASSOCIATES LETTERHEAD]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND
GEOLOGISTS
Dear Sirs:
We hereby consent to the incorporation by reference of our Firm's name in the
Annual Report on Form 10-K of Ocean Energy Inc., and subsidiaries for the year
ended December 31, 1998, into the Company's Registration Statement on Form S-8
to which this consent is an exhibit.
Sincerely,
MCDANIEL & ASSOCIATES CONSULTANTS LTD.
/s/ P.A. WELCH
- ------------------
P.A. Welch, P. Eng.
Vice President
Calgary, Alberta
Dated: May 10, 1999
<PAGE> 1
EXHIBIT 23.8
[RYDER, SCOTT LETTERHEAD]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to incorporation by reference of our Firm's name in the
Annual Report on Form 10-K of Ocean Energy, Inc. and subsidiaries for the year
ended December 31, 1998, into the Company's Registration Statement on Form S-8
to which this consent is an exhibit.
/s/ RYDER SCOTT COMPANY
/s/ PETROLEUM ENGINEERS
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
May 10, 1999
