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 Report: August 14, 1998 (Date of earliest event reported)
DEEPTECH INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-23934 76-0289338
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1001 Louisiana Street
Houston, Texas
(Address of Principal Executive
Offices)
77002
(Zip Code)
Registrant's telephone number, including area code: (713) 420-2131
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ITEM 1. CHANGE IN CONTROL
DeepTech International Inc., a Delaware corporation ("DeepTech"), El
Paso Acquisition Company, a Delaware corporation and wholly owned
subsidiary of El Paso Energy Corporation ("El Paso Energy") ("Sub"), and El
Paso Natural Gas Company, a Delaware corporation, entered into the
Agreement and Plan of Merger dated as of February 27, 1998 (as amended, the
"Merger Agreement"), pursuant to which Sub merged with and into DeepTech
with DeepTech as the surviving corporation and wholly owned subsidiary of
El Paso Energy (the "Merger"). The Merger was consummated and became
effective as of August 14, 1998.
Pursuant to the Merger Agreement, all of the issued and outstanding
shares of DeepTech common stock, par value $0.01 per share, immediately
prior to the Merger (the "DeepTech Common Stock") was converted into the
right to receive $14.00 in cash, except that approximately 70,600 shares of
El Paso Energy common stock will be issued to holders of DeepTech Common
Stock who elected to receive El Paso Energy common stock in a taxable
transaction. The net cost of the transaction was approximately $450 million
and was funded through existing credit facilities.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Disposition of capital stock of Tatham Offshore, Inc. On August 14,
1998, DeepTech consummated a rights offering (the "Rights Offering").
Pursuant to the Rights Offering, DeepTech granted transferable rights (the
"Rights") to holders of DeepTech Common Stock to purchase an aggregate of
28,073,450 shares of common stock, par value $0.01 per share (the
"Underlying Common Stock") and 4,670,957 shares of Series A 12% Convertible
Exchangeable Preferred Stock, $0.01 par value per share (the "Underlying
Preferred Stock" and, together with the Underlying Common Stock, the
"Underlying Shares"), of Tatham Offshore, Inc. ("TOFF") owned by DeepTech.
On July 16, 1998, each stockholder received one Right for each share of the
DeepTech Common Stock owned on June 12, 1998. Each Right entitled the
stockholder to purchase 1.046357 shares of the Underlying Common Stock and
0.174096 shares of the Underlying Preferred Stock at a subscription price
of $3.25 for the Underlying Shares purchasable under each Right. Under the
terms of the Rights Offering, DeepTech received $75 million in net proceeds
for the Underlying Shares and no longer owns any shares of the capital
stock of TOFF.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Pro Forma Financial Information
The required pro forma financial information will be filed by
amendment to this report as soon as practicable but in no event later
than October 27, 1998.
(b) Exhibits.
99.1 Agreement and Plan of Merger (the "Merger Agreement"), dated
February 27, 1998, by and among El Paso Natural Gas Company, El
Paso Acquisition Company and DeepTech International Inc.
(incorporated herein by reference to Exhibit 10.1 to the
Registrant's quarterly report on Form 10-Q for the quarterly
period ended March 31, 1998, as filed with the Commission (File
No. 0-23934)).
99.2 Amendment No. 1 to the Merger Agreement, dated as of June 16,
1998, by and among El Paso Natural Gas Company, El Paso
Acquisition Company, El Paso Energy Corporation and DeepTech
International Inc.
99.3 Contribution and Distribution Agreement, dated as of February 27,
1998, by and among DeepTech International Inc., DeepFlex
Production Services, Inc., El Paso Natural Gas Company and Tatham
Offshore, Inc. (Incorporated herein by reference to Exhibit 10.2
to the Registrant's quarterly report on Form 10-Q for the
quarterly period ended March 31, 1998, as filed with the
Commission (File No. 0-23934)).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEEPTECH INTERNATIONAL INC.
Date: August 28, 1998 By: /s/ Jeffrey I. Beason
-------------------------------------
Name: Jeffrey I. Beason
Title: Vice President and Controller
EXHIBIT 99.2
AMENDMENT NO. 1 (this "Amendment"), dated as of June 16, 1998, by
and among El Paso Natural Gas Company, a Delaware corporation ("Parent"),
El Paso Energy Corporation, a Delaware corporation ("Holding"), El Paso
Acquisition Company, a Delaware corporation ("Merger Sub"), and DeepTech
International Inc., a Delaware corporation (the "Company"), to the
Agreement and Plan of Merger, dated as of February 27, 1998 (the "Merger
Agreement"), by and among Parent, Merger Sub and the Company. All
capitalized terms not defined herein shall have the respective meanings
ascribed to them in the Merger Agreement.
WHEREAS, Parent may adopt a holding company structure (the
"Holding Company Reorganization") whereby Parent and its subsidiaries,
including Merger Sub, would become direct and indirect subsidiaries of
Holding, a newly formed Delaware holding company which has not engaged in
any business other than in connection with the Holding Company
Reorganization.
WHEREAS, pursuant to the Holding Company Reorganization, holders
of Parent Common Stock would become holders on a share-for-share basis of
shares of common stock of Holding (the "Holding Common Stock").
WHEREAS, Parent, Merger Sub and the Company desire to add Holding
as a party to the Merger Agreement and to provide for Holding to perform
the obligations of Parent under the Merger Agreement if the Holding Company
Reorganization occurs prior to the Effective Time.
NOW, THEREFORE, Parent, Holding, Merger Sub and the Company agree
as follows:
1. By this Amendment, Holding is hereby added as a party to the
Merger Agreement.
2. If the Holding Company Reorganization occurs prior to the
Effective Time, for the period subsequent to the Holding Company
Reorganization:
(a) Unless the context otherwise requires, all references in
the Merger Agreement to Parent, except with respect to Article II of the
Merger Agreement, shall be deemed references to Holding, and in accordance
with Section 1.9(g) of the Merger Agreement, all references to Parent
Common Stock shall be deemed references to Holding Common Stock.
(b) Unless the context otherwise requires, references to the
Restated Certificate of Incorporation of Parent shall be deemed references
to the Restated Certificate of Incorporation of Holding as in effect
immediately prior to the Effective Time.
(c) Holding shall perform all of the obligations of Parent
under the Merger Agreement which have not theretofore been performed.
(d) The capital stock of Merger Sub will be transferred by
Parent to Holding so that, notwithstanding any other provision of the
Merger Agreement, Merger Sub will be a wholly owned Subsidiary of Holding.
(e) Holding hereby represents and warrants to the Company as
follows:
(i) Holding is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(ii) As of the date hereof, the authorized capital
stock of Holding consists of 1,000 shares of common stock, par value $1.00
per share, all of which are validly issued and outstanding, fully paid and
nonassessable and are directly owned by Parent free and clear of all liens,
claims and encumbrances. Upon the consummation of the Merger, the
authorized capital stock of Holding will consist of 275,000,000 shares of
common stock, par value $3.00 per share, and 25,000,000 shares of preferred
stock, par value $.01 per share.
(iii) Holding has the corporate power to enter into
this Agreement and to carry out its obligations hereunder. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by the Board of Directors and
sole stockholder of Holding. This Agreement constitutes a valid and binding
obligation of Holding enforceable against Holding in accordance with its
terms except as enforcement may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights generally
and except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought. No other corporate proceedings on the
part of Holding are necessary to authorize this Agreement and the
transactions contemplated hereby. Except as required by the HSR Act, the
Securities Act, the Exchange Act and the corporation, securities or blue
sky laws or regulations of the various states, no filing or registration
with, or authorization, consent or approval of, any Governmental Entity is
necessary for the consummation by Holding of the Merger or the transactions
contemplated by this Agreement, other than filings, registrations,
authorizations, consents or approvals the failure to make or obtain which
would not prevent the consummation of the transactions contemplated this
Agreement.
(f) References to Parent and Merger Sub, collectively, in
Sections 6.2(a), 6.2(b) and 7.1(b) of the Merger Agreement shall be deemed
to refer to Parent, Merger Sub and Holding.
3. Except as expressly set forth herein, the Merger Agreement
shall continue in full force and effect in accordance with its terms.
4. This Amendment shall not be effective unless and until the
Merger Agreement, as amended by this Amendment (as amended, the "Amended
Merger Agreement"), has been duly approved by the holders of a majority of
the outstanding shares of Company Common Stock entitled to vote or act by
consent thereon; it being understood that the Merger Agreement has
previously been duly approved by written consents of the holders of the
Company Common Stock and that the foregoing written consents shall remain
in full force and effect notwithstanding any failure by the holders of
Company Common Stock to approve the Amended Merger Agreement.
5. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
6. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
IN WITNESS WHEREOF, the parties have executed this Amendment as
the date first written above.
EL PASO NATURAL GAS COMPANY
By: /s/ H. Brent Austin
-----------------------------------
Name: H. Brent Austin
Title: Executive Vice President
and Chief Financial Officer
EL PASO ENERGY CORPORATION
By: /s/ H. Brent Austin
-----------------------------------
Name: H. Brent Austin
Title: Executive Vice President
and Chief Financial Officer
EL PASO ACQUISITION COMPANY
By: /s/ H. Brent Austin
-----------------------------------
Name: H. Brent Austin
Title: Executive Vice President
DEEPTECH INTERNATIONAL INC.
By: /s/ Charles M. Darling, IV
-----------------------------------
Name: Charles M. Darling, IV
Title: President
