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OMB APPROVAL
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OMB Number:3235-0145
Expires:October 31, 1997
Estimated average
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
TATHAM OFFSHORE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
876628108
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(CUSIP Number)
GARY P. COOPERSTEIN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 14, 1998
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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 Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 876628108 Page 2 of 3 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
DEEPTECH INTERNATIONAL INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
ITEM 1. Security and Issuer
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This Amendment No. 2 to the statement on Schedule 13D relates to
the common stock, par value $0.01 per share (the "Common Stock"), of Tatham
Offshore, Inc., a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 7400 Chase Tower, 600 Travis
Street, Houston, Texas 77002.
ITEM 2. Identity and Background
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(a), (b) and (c) This Amendment is filed by DeepTech
International Inc., a Delaware corporation.
ITEM 4. Purpose of Transaction
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In connection with the merger of DeepTech with a subsidiary of El
Paso Energy Corporation on August 14, 1998, DeepTech disposed of all of the
shares of the Issuer's common and preferred stock owned by it for net
proceeds of $75 million in cash. The shares were sold by DeepTech to Mr.
Thomas P. Tatham or repurchased by the Issuer pursuant to a Standby
Commitment entered into by, among others, the Issuer and Mr. Tatham, in
connection with a rights offering by DeepTech of its interests in the
Issuer.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
As a result of the transactions described above, DeepTech no
longer beneficially owns any of the shares of the Issuer's common or
preferred stock.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
DEEPTECH INTERNATIONAL INC.
By: /s/ H. Brent Austin
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Name: H. Brent Austin
Title: Executive Vice President
Date: August 24, 1998
