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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1997
REGISTRATION NO. 333-32715
333-32715-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OCEAN ENERGY, INC.
ISSUER
OCEAN ENERGY, INC.
AS GUARANTOR
(Exact name of Registrant as specified in its charter)
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DELAWARE 1311 72-1277752
LOUISIANA 1311 72-1210660
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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ROBERT K. REEVES
8440 JEFFERSON HIGHWAY, SUITE 420 500 DOVER BLVD., SUITE 300
BATON ROUGE, LOUISIANA 70809 LAFAYETTE, LOUISIANA 70503
(504) 927-1450 (318) 989-5928
(Address, including zip code and telephone (Address, including zip code and telephone
number, including area code, of registrant's number, including area code, of agent for
principal executive office) service)
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COPY TO:
JOHN F. WOMBWELL
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002-3090
(713) 220-4200
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable following the effectiveness of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding inferred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
Section 7(d) of the Company's Certificate of Incorporation states that:
"A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
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General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as so amended. Any repeal
or modification of this Section by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on
the personal liability of a director of the Corporation existing at the
time of such repeal or modification.
Section 7(c) of the Company's Certificate of Incorporation and Article IX
of the Company's Bylaws further provides that the Company shall indemnify its
officers and directors to the fullest extent permitted by the General
Corporation Law of the State of Delaware. Pursuant to such provision, the
Company has entered into agreements with its officers and directors which
provide for indemnification of such persons.
The Company maintains $15.0 million in insurance coverage providing
directors and officers with indemnification, subject to certain exclusions and
to the extent not otherwise indemnified by the Company, against loss (including
expenses incurred in the defense of actions, suits or proceeds in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policies also reimburse the Company for liability incurred in the
indemnification of its directors and officers.
The Company has entered into indemnification agreements with its directors
and certain executive officers which provide for indemnification of such persons
to the fullest extent allowed by Delaware law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following is a complete list of Exhibits previously filed as part of,
or incorporated by reference into, this Registration Statement No. 333-32715 and
333-32715-01, as filed with the Securities and Exchange Commission on August 1,
1997.
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EXHIBIT DESCRIPTION
NUMBER OF EXHIBIT
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4.1 -- Indenture, dated as of July 2, 1997 between Ocean Energy,
Inc. and State Street Bank & Trust Company, as Trustee,
with respect to the 8 7/8% Senior Subordinated Notes Due
2007 (including form of 8 7/8% Senior Subordinated Note
Due 2007).
4.2 -- Registration Rights Agreement, dated as of July 2, 1997,
among Ocean Energy, Inc., as issuer, and Merrill Lynch &
Co., Bear Stearns & Co. Inc., Chase Securities Inc.,
Lehman Brothers and Morgan Stanley Dean Witter.
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the securities being registered.
12.1 -- Computation of ratio of earnings to fixed charges.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit
5.1).
23.3 -- Consent of Netherland, Sewell & Associates.
24.1 -- Power of Attorney (set forth on the signature pages
contained in Part II of this Registration Statement).
25.1 -- Statement of Eligibility and Qualification of Form T-1 of
State Street Bank & Trust Company.
99.1 -- Form of Letter of Transmittal.
99.2 -- Form of Notice of Guaranteed Delivery.
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FINANCIAL STATEMENT SCHEDULES
None.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes that:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
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reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Baton Rouge, State of Louisiana, on the 18th day of August, 1997.
OCEAN ENERGY, INC., a Delaware
corporation
By: /s/ JAMES C. FLORES*
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James C. Flores
Chairman of the Board, President and
Chief Executive Officer
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SIGNATURE TITLE DATE
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/s/ JAMES C. FLORES* Chairman of the Board of August 18, 1997
- ----------------------------------------------------- Directors, President and Chief
James C. Flores Executive Officer (Principal
Executive Officer)
/s/ ROBERT L. BELK* Executive Vice President, Chief August 18, 1997
- ----------------------------------------------------- Financial Officer, Treasurer and
Robert L. Belk Director (Principal Financial and
Accounting Officer)
/s/ RICHARD G. ZEPERNICK, JR.* Executive Vice President -- August 18, 1997
- ----------------------------------------------------- Exploration & Production and
Richard G. Zepernick, Jr. Director
/s/ THOMAS D. CLARK, JR.* Director August 18, 1997
- -----------------------------------------------------
Thomas D. Clark, Jr.
/s/ CHARLES F. MITCHELL* Director August 18, 1997
- -----------------------------------------------------
Charles F. Mitchell
/s/ WILLIAM W. RUCKS, IV* Director August 18, 1997
- -----------------------------------------------------
William W. Rucks, IV
/s/ MILTON J. WOMACK* Director August 18, 1997
- -----------------------------------------------------
Milton J. Womack
*By: /s/ ROBERT K. REEVES
- -----------------------------------------------------
(Robert K. Reeves, pursuant to a power of
attorney filed with this Registration Statement
No. 333-32715 and 333-32715-01, filed with the
Securities and Exchange Commission on August 1,
1997.)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believes that it meets
all of the requirements for filing on Form S-4 and has duly caused this
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana, on the 18th day of August, 1997.
OCEAN ENERGY, INC., a Louisiana
corporation
By: /s/ JAMES C. FLORES*
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James C. Flores
Chairman of the Board, President and
Chief Executive Officer
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SIGNATURE TITLE DATE
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/s/ JAMES C. FLORES* Chairman of the Board of August 18, 1997
- ----------------------------------------------------- Directors, President and Chief
James C. Flores Executive Officer (Principal
Executive Officer)
/s/ ROBERT L. BELK* Executive Vice President, Chief August 18, 1997
- ----------------------------------------------------- Financial Officer, Treasurer and
Robert L. Belk Director (Principal Financial and
Accounting Officer)
/s/ RICHARD G. ZEPERNICK, JR.* Executive Vice President -- August 18, 1997
- ----------------------------------------------------- Exploration & Production and
Richard G. Zepernick, Jr. Director
*By: /s/ ROBERT K. REEVES
- -----------------------------------------------------
(Robert K. Reeves, pursuant to a power of
attorney filed with this Registration Statement
No. 333-32715 and 333-32715-01, filed with the
Securities and Exchange Commission on August 1,
1997.)
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