UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Ocean Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
34039C 10 7
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(CUSIP Number)
James C. Flores
c/o Robert K. Reeves
Ocean Energy, Inc.
8440 Jefferson Highway, Suite 420
Baton Rouge, Louisiana 70809
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
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Page 2 of 7 Pages
SCHEDULE 13D/A
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CUSIP No. 34039C 10 7 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James C. Flores ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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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
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 200,000 shares
OWNED BY -----------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 4,668,911 shares
WITH -----------------------------------------------
9 SOLE DISPOSITIVE POWER
1,858,859 shares
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10 SHARED DISPOSITIVE POWER
3,012,400 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,871,259 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 7 Pages
This Amendment No. 1 on Schedule 13D/A to the Statement on Schedule 13D
is filed on behalf of James C. Flores, with respect to the common stock, par
value $0.01 per share (the "Common Stock") of Ocean Energy, Inc., a Delaware
corporation.
Unless otherwise indicated, each capitalized term used but not
otherwise defined herein shall have the meaning assigned to such term in Mr.
Flores' Schedule 13D (the "Schedule 13D").
Item 1. Security and Company:
Item 1 is hereby deleted in its entirety and replaced with the
following:
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock," an individual share of which is a "Share"), of Ocean Energy
Corporation, a Delaware corporation (the "Company"). The principal offices of
the Company are located at 8440 Jefferson Highway, Suite 420, Baton Rouge,
Louisiana 70809.
Item 2. Identity and Background: No change.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented with the following:
Pursuant to the terms of the Agreement to Vote and Proxy, dated as of
December 22, 1997 (the "Voting Agreement"), between United Meridian Corporation,
a Delaware corporation ("UMC") and Mr. Flores, UMC acquired shared voting
control of 3,256,511 Shares (which amount does not include 1,412,400 Shares
owned by the Flores Family Limited Partnership, a Texas limited partnership (the
"Flores Partnership"), which Mr. Flores may be deemed to indirectly beneficially
own; see Item 5). The information set forth in the Voting Agreement, which is
included as Exhibit 1 hereto, is incorporated herein by reference. Mr. Flores
entered into the Voting Agreement in consideration of UMC entering into the
Agreement and Plan of Merger, dated as of December 22, 1997 (the "Merger
Agreement"), among the Company, UMC, and OEI Holding Corporation, a Delaware
corporation ("Newco"). The information set forth in the Merger Agreement, which
is included as Exhibit 2 hereto, is incorporated herein by reference. Pursuant
to the terms of the Merger Agreement and subject to the terms and conditions set
forth therein (including approval by the stockholders of the Company), Newco
will merge with and into the Company (the "Newco Merger"), with the Company
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 UMC and the Company), UMC will merge with and into the Company
(the "UMC Merger" and, together with the Newco Merger, the "Mergers"), with the
Company continuing as the surviving corporation. Upon consummation of the
Mergers, the Company will be the surviving corporation and the identity and
separate existence of UMC will cease. Under the Voting Agreement, Mr. Flores has
agreed to vote, and has granted to UMC a proxy to vote, in favor of the Mergers
and the Merger Agreement, (i) 1,656,511 Shares directly owned by Mr. Flores, and
(ii) the
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Page 4 of 7 Pages
1,600,000 Option Shares, which Mr. Flores has the right to vote or direct the
vote pursuant to the Proxy.
The descriptions herein of the Merger Agreement and the Voting
Agreement are qualified in their entirety by reference to such agreements.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented with the following:
Pursuant to the Voting Agreement, UMC acquired the right to vote
3,256,511 Shares, representing approximately 14.1% of the outstanding Common
Stock, in favor of the Mergers. UMC and Mr. Flores entered into the Voting
Agreement pursuant to which Mr. Flores agreed to vote, and granted to UMC a
proxy to vote, in favor of the Mergers and the Merger Agreement, (i) 1,656,511
Shares directly owned by Mr. Flores, and (ii) the 1,600,000 Option Shares, which
Mr. Flores has the right to vote or direct the vote pursuant to the Proxy.
The Merger Agreement and the proposed Mergers are described in Item 3
to this Schedule 13D/A and are incorporated herein by reference.
Other than as described above and in the Schedule 13D, Mr. Flores 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 Company.
Item 5 is hereby deleted in its entirety and replaced with the
following:
Mr. Flores presently beneficially owns an aggregate of 4,871,259
Shares, constituting approximately 21.1% of the outstanding Shares. Mr. Flores
directly owns 1,656,511 Shares, constituting approximately 7.2% of the
outstanding Shares. Additionally, Mr. Flores is deemed to directly beneficially
own an aggregate of 200,000 Shares subject to vested stock options granted by
the Company, which Shares represent approximately 0.1% of the outstanding Common
Stock. Mr. Flores may also be deemed to indirectly beneficially own 1,412,400
Shares owned by the Flores Partnership. Mr. Flores and his wife, Cherie H.
Flores, are each a general partner of the Flores Partnership and in such
capacity share the power to vote and dispose of the Shares owned by the Flores
Partnership. The Shares owned by the Flores Partnership represent approximately
6.1% of the outstanding Common Stock. In addition, Mr. Flores may be deemed to
indirectly beneficially own the 1,600,000 Option Shares by virtue of the Option
or the Proxy. The Option Shares represent approximately 6.9% of the outstanding
Common Stock. Pursuant to the Proxy, Mr. Flores has sole power to vote the
Option Shares during the term of the Option. Mr. Flores does not have sole power
to dispose of the Option Shares unless and until he exercises the Option, and
Mr. Rucks and the
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Page 5 of 7 Pages
Rucks Partnership cannot dispose of the Option Shares during the term of the
Option except in accordance with the terms of the Option. Until the Option is
exercised, Mr. Rucks and the Rucks Partnership retain the power to receive or
direct the receipt of dividends from the Option Shares, if any. Also, Mr. Flores
may be deemed to indirectly beneficially own 2,348 Shares held on his behalf by
the Company's 401(k) plan, as of January 21, 1998, which Shares Mr. Flores has
the sole power to dispose and to vote and which Shares represent an
insignificant percentage of the outstanding Shares.
As a result of the execution of the Voting Agreement, Mr. Flores may be
deemed pursuant to Rule 13d-3 ("Rule 13d-3") promulgated under the Securities
and Exchange Act of 1934, as amended, to have shared voting power with UMC with
respect to the 3,256,511 Shares which are the subject of the Voting Agreement.
The number of Shares subject to the Voting Agreement, in the aggregate,
represent approximately 14.1% of the outstanding Common Stock, as calculated in
accordance with Rule 13d- 3.
Mr. Flores sold 433,333 Shares on November 18, 1997 as part of an
underwritten public offering and disposed of 33,260 Shares by gift on November
3,1997. In addition, 75,000 of Mr. Flores' Company-granted stock options vested
during December 1997 and 186 Shares were acquired on Mr. Flores' behalf by the
Company's 401(k) plan during 1997. Except as described herein, Mr. Flores has
not acquired or disposed of beneficial ownership of any Shares during the past
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company
Item 6 is hereby supplemented with the following:
Except for the Voting Agreement and the other arrangements described in
the Schedule 13D, none of the persons named in Item 2 has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
persons with respect to any securities of the Company, 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.
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Page 6 of 7 Pages
Item 7. Materials to be Filed as Exhibits
Exhibit Description
1 Agreement to Vote and Proxy, dated as of December 22,
1997, between United Meridian Corporation and James
C. Flores, incorporated by reference to Exhibit 3 to
United Meridian Corporation's Schedule 13D, filed
with the Securities and Exchange Commission on
December 22, 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.
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Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D/A is true,
complete and accurate.
January 23, 1998 JAMES C. FLORES
By: /s/ James C. Flores
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Name: James C. Flores
Title: Chairman of the Board,
President and
Chief Executive Officer
