TATHAM OFFSHORE INC
424B3, 1996-06-25
OIL & GAS FIELD EXPLORATION SERVICES
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                                   Filed pursuant to Rules 424(b)(3) and 424(c)
                                   Commission File No. 33-99388


                   PROSPECTUS SUPPLEMENT DATED JUNE 25, 1996
                TO THE PROSPECTUS OF TATHAM OFFSHORE, INC. DATED
                 DECEMBER 26, 1995, AS PREVIOUSLY SUPPLEMENTED
                         BY THE PROSPECTUS SUPPLEMENTS
            DATED FEBRUARY 16, 1996, APRIL 11, 1996 AND MAY 25, 1996



     This Prospectus Supplement dated June 25, 1996 supplements and is a part of
the Prospectus of Tatham Offshore, Inc. dated December 26, 1995, as previously
supplemented by the Prospectus Supplements dated February 16, 1996, April 11,
1996 and May 25, 1996 (as so supplemented, the "Prospectus"). Accordingly, this
Prospectus Supplement should be read in conjunction with the Prospectus.
Capitalized terms used but not otherwise defined shall have the meanings set
forth in the Prospectus.

     The following is a description of certain production and drilling
activities on properties in which Tatham Offshore, Inc., a Delaware corporation
(the "Company" or "Tatham Offshore") either owns or has an interest.

WORKING INTEREST PROPERTIES

     The Ewing Bank 914 #2 well, a well in which Tatham Offshore owns a 100%
working interest, is currently producing approximately 1,050 barrels of oil, 2.1
million cubic feet ("MMcf") of gas and 1,200 barrels of water per day. In August
1995, the Company completed the installation of a chemical injection line on the
gathering system that connects the Ewing Bank 914 #2 well to a shallow water
platform. The Company believes that the combination of the chemical paraffin
inhibitors and routine pigging operations had kept the flowlines substantially
free from paraffin obstructions since that time.

NON-WORKING INTEREST PROPERTIES -- REVERSIONARY INTEREST PROPERTIES

     In June 1995, the Company entered into the Purchase and Sale Agreement with
Flextrend Development Company, L.L.C., a subsidiary of Leviathan Gas Pipeline
Partners, L.P. ("Flextrend Development"). Pursuant to the Purchase and Sale
Agreement, the Company sold interests in the Assigned Properties (Viosca Knoll
Block 817 (Phar Lap -- Shallow), Garden Banks Block 72 (Spectacular Bid) and
Garden Banks Block 117 (Spend A Buck)) to Flextrend Development for $30 million
in cash. In addition, Flextrend Development agreed to undertake the development
of the three Assigned Properties pursuant to the Minimum Work Program. Flextrend
Development is entitled to retain all net revenues from the Assigned Properties
until the Payout Balance is reduced to zero. At such time, the Company will
receive a reassignment of its working interest in the Assigned Properties
through the Reversionary Interest. The Company's Reversionary Interest is
subject to Flextrend Development's right to retain up to 50% of the working
interest acquired from the Company pursuant to the Purchase and Sale Agreement.
See "Business -- Oil and Gas Properties -- Non-Working Interest Properties" for
a more complete description of the Purchase and Sale Agreement, the calculation
of the Payout Balance and Tatham Offshore's Reversionary Interest in the
Assigned Properties.

     The following provides a description of the production activities and/or
development activities being conducted by Flextrend Development on the Assigned
Properties.

     Viosca Knoll Block 817 (Phar Lap field). Gas production from three
producing wells in the Phar Lap field totals approximately 90 MMcf of gas per
day, the current capacity of the production equipment located on the
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Viosca Knoll 817 platform. Cumulative production from the Phar Lap field has
totaled over 10 Bcf of gas since the initial production in mid-December 1995.
In addition to the three producing gas wells, the VK 817 A-4 gas well has been
drilled and pre-completed in the Tex. X-1 reservoir. The Company anticipates
that the VK 817 A-4 well will be brought on production later this year once the
production equipment has been upgraded to process additional gas volumes. The
equipment upgrade, which is expected to increase capacity to approximately 125
MMcf per day, is expected to be installed by the fourth calendar quarter of
1996. The VK 817 A-6 well was completed in an oil reservoir and is in the
process of being brought on production. The Vk 817 A-7 well was also completed
in an oil reservoir and is currently
under evaluation. The Company anticipates that up to three additional wells
will be drilled on the Phar Lap project later this year. Tatham Offshore holds
a 25% working interest in the project and a reversionary interest in the
remaining 75% working interest. If the Payout Balance is reduced to zero, the
Company will own at least a 62.5% working interest (50.0% net revenue interest)
in the Phar Lap project.

     Garden Banks Block 72 (Spectacular Bid field). Initial production from the
first two wells at Garden Banks Block 72 began this quarter with current
production totaling approximately 2,000 barrels of oil and 4.8 MMcf of gas per
day. The third well for the Spectacular Bid field is currently being drilled.
Developmental plans call for a total of up to five wells for the project. The
Company holds a reversionary interest in 50% of Flextrend Development's working
interest in Garden Banks Block 72. If the Payout Balance is reduced to zero,
the Company will own at least a 25% working interest (20% net revenue interest)
in the Spectacular Bid project.

     Garden Banks Block 117 (Spend a Buck field). The development of Garden
Banks Block 117 has involved the installation of approximately 3.5 miles of
gathering lines from the subsea wellhead to the Garden Banks Block 72 platform.
The first well scheduled for production was drilled and tested during late 1994
and flow tested at a rate of approximately 10,500 barrels of oil and 11.9 MMcr
of gas per day during the test period. Initial production from the Garden Banks
Block 117 lease is anticipated in late June or early July 1996. A second well
is scheduled to be drilled on the Garden Banks Block 117 lease immediately
after the intitial well is placed on production. Further drilling activity on
the Garden Banks Block 117 lease will be determine after the operator has
evaluated the results from the initial two wells. The Company holds a
reversionary interest in 50% of Flextrend Development's working interest in the
Garden Banks Block 117. If the Payout Balance is reduced to zero, the Company
will own at least a 25% working interest (18.75% net revenue interest) in the
Spend A Buck project.

RIGHTS OFFERING UPDATE

     The deadline for Warrent holders to purchase the Company's Series A 12%
Convertible Exchangeable Preferred Stock is 5:00 p.m., New York time on July 1,
1996. The Warrants are currently trading in the over-the-counter market under
the symbol "TOFFW." It is anticipated that the Company's Series A 12%
Convertible Exchangeable Preferred Stock will trade in the over-the-counter
market under the symbol "TOFFL."


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            The date of this Prospectus Supplement is June 25, 1996.


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