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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United Meridian Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 per Share
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(Title of Class and Securities)
910865104
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(CUSIP Number of Class of Securities)
Robert K. Reeves
Executive Vice President-Administration, General Counsel and Secretary
Ocean Energy, Inc.
8440 Jefferson Highway, Suite 420
Baton Rouge, Louisiana 70809
(504) 927-1450
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
John F. Wombwell
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
December 22, 1997
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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 Statement because of
Rule 13d-1(b)(3) or (4), check the following: ( )
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SCHEDULE 13D
CUSIP No. 910865104
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ocean Energy, Inc. (72-1277752)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC, BK, OO
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(5) CHECK BOX 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
Delaware
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(7) SOLE VOTING POWER
NUMBER OF 3,543,000(1)
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SHARES (8) SHARED VOTING POWER
BENEFICIALLY 114,708(2)
OWNED BY -----------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,543,000(1)
PERSON -----------------------------------
WITH (10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,657,7081 (1)(2)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES (__)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.3% (3)
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(14) TYPE OF REPORTING PERSON
CO, HC
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1. 3,543,000 of the shares of common stock of United Meridian Corporation
(the "Issuer") covered by this report are purchasable by Ocean Energy,
Inc. ("OEI") upon exercise of an option (the "Option") granted to OEI
pursuant to the Stock Option Agreement, dated as of December 22, 1997,
between the Issuer and OEI and described in Item 4 of this report.
Other than set forth in footnote 2 below, prior to the exercise of the
Option, OEI is not entitled to any rights as a stockholder of the
Issuer as to the shares covered by the Option. In the event of any
changes in common stock of the Issuer by reason of a stock dividend,
stock split, reverse stock split, merger, recapitalization,
combination, exchange of shares, or similar transaction, the type and
number of shares of common stock of the Issuer purchasable by OEI
under the Option, and the purchase price therefor, shall be adjusted
appropriately so that OEI shall receive upon exercise of the Option
the number and class of shares or other securities or property that
OEI would have received with respect to common stock of the Issuer if
the Option had been exercised immediately prior to such event or the
record date therefor. The Option may only be exercised upon the
happening of certain events, none of which has occurred as of the date
hereof. Prior to such exercise, OEI expressly disclaims beneficial
ownership of the shares of common stock of the Issuer which are
purchasable by OEI upon exercise of the Option. The number of shares
subject to the Option represents approximately 9.9% of the total
outstanding shares of common stock of the Issuer as of December 22,
1997, excluding shares issuable upon exercise of the Option, as
represented by the Issuer in the Agreement and Plan of Merger, dated
as of December 22, 1997, among OEI Holding Corporation, a Delaware
corporation ("Newco"), OEI and the Issuer, pursuant to which (i) Newco
will merge with and into OEI and (ii) the Issuer will merge with and
into OEI.
2. As of December 22, 1997, OEI entered into an Agreement to Vote and
Proxy (the "Voting Agreement") with John B. Brock (the
"Stockholder"), pursuant to which the Stockholder agreed to vote, and
granted a proxy to vote, an aggregate of 114,708 shares of common
stock of the Issuer beneficially owned by the Stockholder in favor of
the Mergers. See Item 4. The Stockholder entered into the Voting
Agreements in consideration of OEI entering into the Merger Agreement.
3. Adjusted to reflect the issuance by the Issuer of 3,543,000 shares of
common stock of the Issuer upon exercise of the Option as described
herein.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.01 per
share (the "Common Stock," an individual share of which is a "Share"), of
United Meridian Corporation, a Delaware corporation (the "Issuer"). The
principal offices of the Issuer are located at 1201 Louisiana, Suite 1400,
Houston, Texas 77002.
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Item 2. Identity and Background
This Schedule 13D is filed by Ocean Energy, Inc., a Delaware
corporation ("OEI"). OEI is an independent energy company engaged in the
exploration, development, production, and acquisition of crude oil and natural
gas. OEI's principal executive offices are located at 8440 Jefferson Highway,
Suite 420, Baton Rouge, Louisiana 70809.
During the last five years, neither OEI nor, to the knowledge of OEI,
any executive officer or director of OEI has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding violation with respect to such laws. Certain
information concerning the directors and executive officers of OEI is set forth
in Schedule A to this Schedule 13D and is incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
This statement relates to (i) an option granted to OEI by the Issuer
to purchase shares of Common Stock from the Issuer (the "Option") and (ii)
shares of Common Stock subject to a certain voting agreement between OEI and a
stockholder of the Issuer, all described in Item 4 below.
The Option entitles OEI to purchase up to 3,543,000 Shares (the
"Option Shares") under the circumstances specified in the Stock Option
Agreement, dated as of December 22, 1997, between OEI and the Issuer (the
"Stock Option Agreement") and as described in Item 4 below for a purchase price
of $32-3/16 per Share (the "Purchase Price"). In the event of any changes in
Common Stock of the Issuer by reason of a stock dividend, stock split, reverse
stock split, merger, recapitalization, combination, exchange of shares, or
similar transaction, the type and number of shares of Common Stock of the
Issuer purchasable by OEI under the Option, and the Purchase Price therefor,
shall be adjusted appropriately so that OEI shall receive upon exercise of the
Option the number and class of shares or other securities or property that OEI
would have received with respect to Common Stock of the Issuer if the Option
had been exercised immediately prior to such event or the record date therefor.
Reference is made to the Stock Option Agreement, a copy of which is filed as
Exhibit 1 hereto and is incorporated herein by reference, for the full text of
its terms, including the conditions upon which it may be exercised.
As set forth in the Stock Option Agreement, the Option was granted by
the Issuer as a condition and an inducement to OEI's willingness to enter into
the Agreement and Plan of Merger, dated as of December 22, 1997, among OEI
Holding Corporation, a Delaware corporation ("Newco"), OEI and the Issuer (the
"Merger Agreement"). A copy of the Merger Agreement is filed as Exhibit 2
hereto and is incorporated herein by reference. Pursuant to the Merger
Agreement and subject to the terms and conditions set forth therein (including
approval by the stockholders of OEI), Newco will merge with and into OEI (the
"Newco Merger"), with OEI continuing as the surviving corporation. Pursuant to
the Merger Agreement and subject to the terms and conditions set forth therein
(including approval by the stockholders of OEI and the Issuer), the Issuer will
merge with and into OEI (the "UMC Merger" and, together with the Newco Merger,
the "Mergers"), with OEI
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continuing as the surviving corporation. Upon consummation of the Mergers, OEI
will be the surviving corporation and the identity and separate existence of
the Issuer will cease. If the Mergers are consummated in accordance with the
terms of the Merger Agreement, the Option will not be exercised. No monetary
consideration was paid by OEI to the Issuer for the Option.
If OEI elects to exercise the Option, it currently anticipates that
the funds needed to pay the Purchase Price will be generated by a combination
of available working capital, bank or other borrowings and/or the sale, in
whole or in part, of Option Shares following such exercise.
Pursuant to the terms of the Agreement to Vote and Proxy, dated as of
December 22, 1997 (the "Voting Agreement"), between OEI and John B. Brock (the
"Stockholder"), OEI acquired shared voting control of 114,708 Shares. Under
the Voting Agreement, the Stockholder has agreed to vote, and granted a proxy
to vote with respect to, the shares of Common Stock either (i) owned by or (ii)
for which he has the right to vote or direct the vote of, in favor of the
Mergers and the Merger Agreement. The information set forth in the Voting
Agreement, which is attached hereto as Exhibit 3, is incorporated herein by
reference. The Stockholder entered into the Voting Agreement in consideration
of OEI entering into the Merger Agreement.
Item 4. Purpose of Transaction
As stated above, the Option was granted to OEI in connection with the
execution of the Merger Agreement. As an inducement of the Issuer to enter
into the Merger Agreement, OEI granted to the Issuer a reciprocal option (the
"Reciprocal Option") to purchase up to 2,267,300 shares of common stock, par
value $0.01 per share, of OEI ("OEI Common Stock") under the circumstances
specified in the Stock Option Agreement, dated as of December 22, 1997, between
OEI, as issuer, and the Issuer, as grantee, for a purchase price of $49-13/16
per share (the "OEI Stock Option Agreement"), a copy of which is filed as
Exhibit 4 hereto and is incorporated herein by reference.
The Option shall become exercisable upon the occurrence of certain
events set forth in Section 2 of the Stock Option Agreement, none of which has
occurred at the time of this filing. The exercise of the Option in all events
is subject to the expiration or termination of the waiting period pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and OEI expects to promptly file under the HSR Act.
OEI has the right to cause the Issuer to prepare and file up to two
registration statements under the Securities Act of 1933, as amended, in order
to permit the sale by OEI of any Option Shares purchased under the Option.
In connection with the execution of the Merger Agreement, OEI and the
Stockholder, an individual, Chairman of the Board, Chief Executive Officer and
stockholder of the Issuer, entered into the Voting Agreement pursuant to which
the Stockholder agreed to vote, and granted to OEI a proxy to vote, in favor of
the Mergers and the Merger Agreement 114,708 shares of Common Stock owned by
the Stockholder, representing less than 1% of the outstanding Common Stock.
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Upon the effectiveness of the UMC Merger, the separate existence of
the Issuer shall cease and OEI, as the surviving corporation in the UMC Merger,
shall continue its corporate existence and succeed to all of the rights,
assets, liabilities and obligations of the Issuer. In addition, if the Mergers
are consummated in accordance with the terms of the Merger Agreement, the Board
of Directors of OEI shall consist of no more than 14 members and will be
divided into three classes. OEI will designate seven directors, and the Issuer
will designate seven directors. The current Chairman of the Board, President
and Chief Executive Officer of OEI will be a director, President and Chief
Executive Officer of OEI after the consummation of the Mergers, and the current
Chairman of the Board of the Issuer will be Chairman of the Board of OEI after
the consummation of the Mergers.
The descriptions herein of (i) the Stock Option Agreement, the Merger
Agreement and the OEI Stock Option Agreement, copies of which are filed
herewith as Exhibits 1, 2, and 4, respectively, and which are incorporated
herein by reference, and (ii) the Voting Agreement, which is attached hereto
as Exhibit 3 and which is incorporated herein by reference, are qualified in
their entirety by reference to such agreements. Other than as described above,
OEI has no plans or proposals which relate to, or may result in, any of the
matters listed in Items 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
As a result of the execution of the Voting Agreement, OEI may be
deemed pursuant to Rule 13d-3 ("Rule 13d-3") promulgated under the Securities
and Exchange Act of 1934, as amended, to be the beneficial owner of 114,708
Shares and will have shared voting power with respect to such Shares. As a
result of the issuance of the Option, OEI may be deemed pursuant to Rule 13d-3
to be the beneficial owner of 3,543,000 Shares. If the Option is exercised,
OEI will have sole voting and dispositive power with respect to 3,543,000
Shares. Nothing herein shall be deemed an admission to OEI as to the
beneficial ownership of any of the Option Shares, and, prior to exercise of the
Option, OEI disclaims beneficial ownership of all Option Shares.
The number of Shares subject to the Option and the Voting Agreement,
in the aggregate, represent approximately 9.3% of the Issuer's Common Stock
calculated in accordance with Rule 13d-3 (based on the number of Shares
outstanding on December 22, 1997, as set forth in the Merger Agreement, and
adjusted to reflect the issuance of the Option Shares upon exercise of the
Option).
Except as described herein, neither OEI nor, to the knowledge of OEI,
any other person referred to in Schedule A attached hereto, beneficially owns
or has acquired or disposed of any Shares of the Issuer during the past 60
days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the Merger Agreement, the Stock Option Agreement, the OEI
Stock Option Agreement and the Voting Agreement, none of the persons named in
Item 2 has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any persons with respect to
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any securities of the Issuer, including, but not limited to, transfers or
voting of any securities, finders's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
1 Stock Option Agreement, dated as of December 22, 1997, between United Meridian Corporation, as
Issuer, and Ocean Energy, Inc., as Grantee, incorporated by reference to Exhibit 5 to the
Schedule 13D of United Meridian Corporation, filed with the Securities and Exchange Commission
on December 31, 1997.
2 Agreement and Plan of Merger, dated as of December 22, 1997, between OEI Holding Corporation,
United Meridian Corporation, and Ocean Energy, Inc., incorporated by reference to Exhibit 2.1
to United Meridian Corporation's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 23, 1997.
3* Agreement to Vote and Proxy, dated as of December 22, 1997, between Ocean Energy, Inc. and John
B. Brock.
4 Stock Option Agreement, dated as of December 22, 1997, between Ocean Energy, Inc., as Issuer,
and United Meridian Corporation, as Grantee, incorporated by reference to Exhibit 1 to the
Schedule 13D of United Meridian Corporation, filed with the Securities and Exchange Commission
on December 31, 1997.
</TABLE>
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*Filed herewith
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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 Schedule 13D is true,
complete and accurate.
December 31, 1997 OCEAN ENERGY, INC.
By: /s/ ROBERT K. REEVES
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Name: Robert K. Reeves
Title: Executive Vice President,
General Counsel and Secretary
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Schedule A
The name, business address and principal occupation of each executive
officer and director of Ocean Energy, Inc. ("OEI") are set forth below. Unless
otherwise indicated, each occupation set forth opposite an executive officer's
name refers to employment with OEI. Unless otherwise indicated, each of the
persons listed below is a United States citizen.
Name Principal Occupation and Business Address
- ---- -----------------------------------------
James C. Flores* Chairman of the Board, Chief Executive Officer and
Director
Richard G. Zepernick, Jr.* Executive Vice President-Exploration and
Production, and Director
Robert L. Belk* Executive Vice President, Chief Financial Officer,
Treasurer and Director
Robert K. Reeves* Executive Vice President-Administration, General
Counsel and Secretary
David J. Morgan* Executive Vice President-Geology
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* The director's or officer's address is Ocean Energy, Inc. 8440
Jefferson Highway, Suite 420, Baton Rouge, Louisiana 70809.
Name Principal Occupation and Business Address
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Thomas D. Clark Director
Dean, E.J. Ourso College of Business Administration
Louisiana State University, CEBA Building Room 3304
Baton Rouge, LA 70803
Lodwrick M. Cook Director
Vice Chairman, Managing Director
Pacific Capital Group
150 El Camino Drive
Beverly Hills, CA 91202
Charles F. Mitchell, M.D. Director
Otolaryngologist and plastic surgeon
ENT Medical Center
5258 Dijon Drive
Baton Rouge, LA 70808
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William W. Rucks, IV Director
Private venture capital investor
First National Bank Towers (7th Floor)
600 Jefferson Street, Suite 701 - Box 11
Lafayette, LA 70501
Milton J. Womack Director
Milton J. Womack, Gen. Contractor
Post Office Box 1111
Baton Rouge, LA 70821
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Index to
Exhibits Description
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<S> <C>
1 Stock Option Agreement, dated as of December 22, 1997, between United Meridian Corporation, as
Issuer, and Ocean Energy, Inc., as Grantee, incorporated by reference to Exhibit 5 to the
Schedule 13D of United Meridian Corporation, filed with the Securities and Exchange Commission
on December 31, 1997.
2 Agreement and Plan of Merger, dated as of December 22, 1997, between OEI Holding Corporation,
United Meridian Corporation, and Ocean Energy, Inc., incorporated by reference to Exhibit 2.1
to United Meridian Corporation's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 23, 1997.
3* Agreement to Vote and Proxy, dated as of December 22, 1997, between Ocean Energy, Inc. and John
B. Brock.
4 Stock Option Agreement, dated as of December 22, 1997, between Ocean Energy, Inc., as Issuer,
and United Meridian Corporation, as Grantee, incorporated by reference to Exhibit 1 to the
Schedule 13D of United Meridian Corporation, filed with the Securities and Exchange Commission
on December 31, 1997.
</TABLE>
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*Filed herewith
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EXHIBIT 3
OCEAN ENERGY, INC.
AGREEMENT TO VOTE AND PROXY
THIS AGREEMENT TO VOTE AND PROXY (this "Agreement") dated as of
December 22, 1997, is by and between John B. Brock ("Stockholder"), and Ocean
Energy, Inc., a Delaware corporation ("OEI").
RECITALS
A. OEI Holding Corporation, a Delaware corporation ("Newco"), OEI
and United Meridian Corporation, a Delaware corporation ("UMC"), are entering
into an Agreement and Plan of Merger of even date herewith (the "Merger
Agreement"), pursuant to which (i) Newco shall be merged with and into OEI (the
"Newco Merger") and (ii) UMC shall be merged with and into OEI (the "UMC
Merger" and, together with the Newco Merger, the "Mergers").
B. As of the date hereof, Stockholder owns 114,708 shares, or
approximately 0.3% of the outstanding common stock, par value $.01 per share,
of UMC (the "Common Stock") (such shares of Common Stock and any additional
shares of Common Stock owned in the future by Stockholder being herein referred
to as the "Shares").
C. In consideration of OEI's agreement to enter into the Merger
Agreement, Stockholder (i) agrees to vote the Shares in favor of the UMC Merger
(subject to the irrevocable proxy provided for in Section 2 hereof (the
"Proxy")), and (ii) grants to OEI the Proxy covering the Shares to vote in
favor of the UMC Merger, all in accordance with the terms set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereto agree as follows:
1. Voting Agreement.
1.1 Agreement to Support UMC Merger. Stockholder agrees
to vote the Shares in favor of the UMC Merger, pursuant to the terms of the
Merger Agreement, at the UMC Stockholders Meeting (as defined in the Merger
Agreement).
1.2 Applicability of Voting Agreement. The voting
agreement contained in Section 1.1 shall apply to the Shares whether or not
owned by Stockholder.
2. Proxy with Respect to Shares. Stockholder hereby irrevocably
appoints OEI as its attorney and proxy, with full power of substitution, to
vote in such manner as such attorney and
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proxy or its substitute shall, in its sole discretion, deem proper, and
otherwise act with respect to all of the Shares which it is entitled to vote at
any meeting of stockholders (whether annual or special and whether or not an
adjourned meeting) of UMC; provided, however, that Stockholder grants a proxy
hereunder only with respect to the following matters that may be presented to
the stockholders of UMC (the "Designated Matters"): (i) votes with respect to
the UMC Merger and the Merger Agreement; (ii) votes with respect to any action
or agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of UMC under the Merger
Agreement; (iii) votes with respect to any action or agreement that would
impede, interfere with, delay, postpone or attempt to discourage the UMC Merger
and the Merger Agreement, including, but not limited to, (a) any reorganization
or liquidation involving UMC, (b) any change in the board of directors of UMC,
except as otherwise agreed to in writing by OEI, or (c) any material change in
the present capitalization of UMC; (iv) votes relating to any other material
change in the corporate structure or business of UMC; and (v) votes in favor
and approval of the matter Stockholder has agreed to vote in favor of in
Section 1.1 hereof. This proxy is irrevocable, is coupled with an interest
sufficient in law to support an irrevocable proxy and is granted in
consideration of and as an inducement to cause OEI to enter into the
transactions contemplated by the Merger Agreement. This proxy shall revoke any
other proxy granted by Stockholder at any time with respect to the Shares and
no subsequent proxies will be given by Stockholder with respect to the Shares
while the Proxy is in effect. In addition, if subsequent to the date hereof
Stockholder is entitled to vote the Shares for any purpose, it shall take all
actions necessary to vote the Shares pursuant to instructions received from
OEI; provided, however, that the provisions of this sentence shall only apply
to the Designated Matters. This proxy shall apply to the Shares whether or not
owned by Stockholder.
3. Legends. The stock certificates representing the Shares shall
bear the following legend until the voting agreement contained in Section 1.1
terminates:
"The shares represented by this Certificate are subject to a voting
agreement and proxy pursuant to an Agreement to Vote and Proxy, dated
December 22, 1997, between John B. Brock and Ocean Energy, Inc., and
any amendments thereof. A copy of such agreement is on file at the
principal place of business of United Meridian Corporation ("UMC")
and a copy will be provided to the holder hereof at no cost upon
written request to the corporate secretary of UMC."
4. Representations and Warranties of Stockholder. Stockholder
represents and warrants to OEI as follows:
4.1 Ownership of Shares. On the date hereof, the Shares
are all of the shares of UMC's Common Stock currently beneficially owned by
Stockholder. Stockholder does not have any rights to acquire any additional
shares of UMC's Common Stock. Until the termination of this Agreement,
Stockholder shall not sell or otherwise transfer any of the Shares.
Stockholder has good, valid and marketable title to the Shares, free and clear
of all liens, encumbrances, restrictions, options, warrants, rights to purchase
and claims of every kind (other than the encumbrances created by this
Agreement, bona fide loan transactions and restrictions on transfer under
applicable Federal and state securities laws.
2
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4.2 Power; Binding Agreement. Stockholder has the full
legal right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The board of directors of UMC has taken all
necessary action to approve the transactions contemplated by this Agreement
pursuant to Section 203(a) of the Delaware General Corporation Law. The
execution and delivery of this Agreement by Stockholder has been authorized by
Stockholder and will not violate any other agreement to which Stockholder is a
party, including, without limitation, any voting agreement, stockholders
agreement, voting trust or proxy. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid and binding agreement
of Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws, now or hereafter in
effect affecting creditors' rights and remedies generally or general principles
of equity. Neither the execution nor delivery of this Agreement nor the
consummation by Stockholder of the transactions contemplated hereby will (i)
require any consent or approval of or filing with any governmental or other
regulatory body except for filings on Schedule 13D under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or (ii) constitute a
violation of, conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other restriction of any
kind to which Stockholder is a party or by which Stockholder is bound.
4.3 Absence of Certain Agreements. Neither Stockholder
nor any of its representatives has entered into any agreement, letter of intent
or similar agreement (whether written or oral) with any party other than OEI
whereby Stockholder has agreed to support, directly or indirectly, any proposal
or offer (whether or not in writing and whether or not delivered to the
stockholders of UMC generally) for a merger or other business combination
involving UMC or to acquire in any manner, directly or indirectly, a material
equity interest in, any voting securities of, or a substantial portion of the
assets of UMC, other than the transactions contemplated by the Merger
Agreement.
4.4 Finder's Fees. No person is, or will be, entitled to
any commission or finder's fees from Stockholder in connection with this
Agreement or the transactions contemplated hereby exclusive of any commission
or finder's fees referred to in the Merger Agreement.
5. Termination. This Agreement (other than Sections 6, 7, and
8.3) shall terminate on the earliest of:
(a) the date on which OEI and Stockholder
mutually consent to terminate this Agreement in writing;
(b) upon the consummation of the transactions
contemplated by the Merger Agreement; or
(c) prior to the consummation of the transactions
contemplated by the Merger Agreement, upon the termination of the Merger
Agreement pursuant to its terms.
3
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6. Expenses. Each party hereto will pay all of its expenses in
connection with the transactions contemplated by this Agreement.
7. Confidentiality. Stockholder recognizes that consummation of
the transactions contemplated by this Agreement may be dependent upon
confidentiality with respect to these matters, and that UMC has executed a
Confidentiality Agreement with respect to the transactions contemplated by the
Merger Agreement. In this connection, pending public disclosure, Stockholder
agrees that it will be bound by the terms of such Confidentiality Agreement,
except for filings required pursuant to the Exchange Act and the rules and
regulations thereunder or disclosures Stockholder's legal counsel advises in
writing are necessary in order to fulfill Stockholder's obligations imposed by
law, in which events Stockholder shall give prompt prior written notice of such
disclosure to OEI.
8. Certain Covenants of Stockholder.
8.1 No Shop. Except in accordance with the provisions of
this Agreement, Stockholder agrees, while this Agreement is in effect, not to
directly or indirectly:
(a) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares;
(b) grant any proxies, deposit any Shares into a
voting trust or enter into a voting agreement with respect to the Shares; or
(c) take any action which would, if taken by UMC,
constitute a violation of Section 6.10 of the Merger Agreement.
8.2 Notice re Additional Shares. Stockholder agrees,
while this Agreement is in effect, to notify OEI promptly of the number of any
shares of UMC's Common Stock acquired by Stockholder after the date hereof.
9. Notices. All notices or other communications required or
permitted hereunder shall be in writing (except as otherwise provided herein)
and shall be deemed duly given when received by delivery in person, by telecopy
or by certified mail, postage prepaid, or by an overnight courier service,
addressed as follows:
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If to OEI:
Ocean Energy, Inc.
8440 Jefferson Highway, Suite 420
Baton Rouge, Louisiana 70809
Attention: Chairman and Chief Executive Officer
Telecopy: (504) 927-1109
with copies to:
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
Attention: John F. Wombwell
Telecopy: (713) 220-4285
If to Stockholder:
John B. Brock
United Meridian Corporation
1201 Louisiana, Suite 1400
Houston, Texas 77002
Telecopy: (713) 653-5024
with copies to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Attention: Michael E. Dillard, P.C.
Telecopy: (214) 969-4343
10. Entire Agreement; Amendment. This Agreement, together with
the documents expressly referred to herein, constitutes the entire agreement
among the parties hereto with respect to the subject matter contained herein
and supersedes all prior agreements and understandings among the parties with
respect to such subject matter. This Agreement may not be modified, amended,
altered or supplemented except by an agreement in writing executed by the party
against whom such modification, amendment, alteration or supplement is sought
to be enforced.
11. Assigns. This Agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties.
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12. Governing Law. This Agreement, and all matters relating
hereto, shall be governed by, and construed in accordance with the laws of the
State of Delaware without giving effect to the principles of conflicts of laws
thereof.
13. Injunctive Relief. The parties agree that in the event of a
breach of any provision of this Agreement, the aggrieved party may be without
an adequate remedy at law. The parties therefore agree that in the event of a
breach of any provision of this Agreement, the aggrieved party may elect to
institute and prosecute proceedings in any court of competent jurisdiction to
enforce specific performance or to enjoin the continuing breach of such
provision, as well as to obtain damages for breach of this Agreement and such
aggrieved party may take any such actions without the necessity of posting a
bond. By seeking or obtaining such relief, the aggrieved party will not be
precluded from seeking or obtaining any other relief to which it may be
entitled.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.
15. Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable such provision shall be
interpreted to be only so broad as is enforceable.
16. Further Assurances. Each party hereto shall execute and
deliver such additional documents as may be necessary or desirable to
consummate the transactions contemplated by this Agreement.
17. Third Party Beneficiaries. Nothing in this Agreement,
expressed or implied, shall be construed to give any person other than the
parties hereto any legal or equitable right, remedy or claim under or by reason
of this Agreement or any provision contained herein.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, OEI and Stockholder have each caused this
Agreement to be executed by their duly authorized officers as of the date and
year first above written.
OCEAN ENERGY, INC.
By: /s/ JAMES C. FLORES
-------------------------------
Name: James C. Flores
-------------------------------
Title: Chairman, President and Chief
-------------------------------
Executive Officer
/s/ JOHN B. BROCK
-------------------------------------
John B. Brock
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