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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 10, 1999
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SEAGULL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 1-8094 74-1764876
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
1001 FANNIN, SUITE 1700
HOUSTON, TEXAS 77002-6714
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 951-4700
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Item 5. Other Events
On March 10, 1999, Seagull Energy Corporation, a Texas corporation (the
"Company"), amended its Amended and Restated Rights Agreement, dated as of March
17, 1989, as amended effective June 13, 1992, as amended and restated as of
December 12, 1997, and as amended effective November 24, 1998 (the "Rights
Agreement") to provide that "Final Expiration Date" as defined therein shall
mean May 21, 1999. This amendment to the Rights Agreement is filed herewith as
Exhibit 4.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
4.1 Amendment No. 2 to Amended and Restated Rights
Agreement, dated as of March 10, 1999, by and between
the Company and BankBoston, N.A.
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SIGNATURES
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 hereunto duly authorized.
SEAGULL ENERGY CORPORATION
By: /s/ Gordie McConnell
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Gordie McConnell
Vice President and Controller
Dated: March 12, 1999
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amendment No. 2 to Amended and Restated Rights Agreement,
dated as of March 10, 1999, by and between the Company and
BankBoston, N.A.
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EXHIBIT 4.1
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
RIGHTS AGREEMENT
This Amendment No. 2 to Amended and Restated Rights Agreement (this
"Amendment") is made effective as of the 10th day of March 1999. This Amendment
is an amendment to the Amended and Restated Rights Agreement, dated as of March
17, 1989, as amended effective June 13, 1992, as amended and restated as of
December 12, 1997, and as amended effective November 24, 1998 (the "Rights
Agreement"), between Seagull Energy Corporation, a Texas corporation (the
"Company"), and BankBoston, N.A. (as successor to NCNB Texas National Bank) (the
"Rights Agent").
RECITALS
WHEREAS, pursuant to and in compliance with Section 26 of the Rights
Agreement, the Company and the Rights Agent wish to amend the Rights Agreement
as set forth herein;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Amendments. Section 7(a) of the Rights Agreement is amended
to provide that the term "Final Expiration Date" shall mean May 21, 1999.
Section 2. Remainder of Agreement Not Affected. Except set forth in
Section 1 hereof, the terms and provisions of the Rights Agreement remain in
full force and effect and are hereby ratified and confirmed.
Section 3. Authority. Each party represents that such party has full
power and authority to enter into this Amendment, and that this Amendment
constitutes a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.
Section 4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
Attest: SEAGULL ENERGY CORPORATION
By: /s/ WILLIAM L. TRANSIER By: /s/ JAMES T. HACKETT
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William L. Transier James T. Hackett
Executive Vice President & Chief President and Chief
Financial Officer Executive Officer
Attest: BANKBOSTON, N.A.
By: /s/ JOCELYN J. TURNER By: /s/ CAROL MULREY-BORI
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Name: Jocelyn J. Turner Name: Carol Mulrey-Bori
Title: Account Manager Title: Administration Manager
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OFFICER'S CERTIFICATE
Reference is made to the Amended and Restated Rights Agreement, dated
as of March 17, 1989, as amended effective June 13, 1992, amended and restated
as of December 12, 1997, and as amended effective November 24, 1998 (the "Rights
Agreement"), between Seagull Energy Corporation, a Texas Corporation (the
"Company"), and BankBoston, N.A. (as successor of NCNB Texas National Bank)(the
"Rights Agent").
The undersigned, being a duly elected officer of the Company, hereby
certifies to the Rights Agent that the amendment attached hereto is in
compliance with the terms of Section 26 of the Rights Agreement, and, on behalf
of the Company, directs that the Rights Agent execute such amendment in
accordance with Section 26 of the Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
the 10th day of March 1999.
/s/ JAMES T. HACKETT
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James T. Hackett
President and Chief Executive Officer
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