AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1998
REGISTRATION NOS. 333-62999
333-62999-01
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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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ISSUER OF NOTES REGISTERED HEREBY
OCEAN ENERGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1311 72-127752
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
Incorporation or Classification Number)
organization) Code Number)
GUARANTOR OF NOTES REGISTERED HEREBY
OCEAN ENERGY, INC.
(Exact name of Registrant as specified in its charter)
LOUISIANA 1311 72-1210660
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
Incorporation or Classification Number)
organization) Code Number)
ROBERT K. REEVES
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
1201 LOUISIANA, SUITE 1400 1201 LOUISIANA, SUITE 1400
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 420-1000 (713) 420-1000
(Address, Including Zip Code and (Address, Including Zip Code and
Telephone Number, Including Area Telephone Number,
Code, of Registrant's Principal Including Area Code, of Agent For
Executive Office) Service)
Copy to:
MICHAEL E. DILLARD, P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1700 PACIFIC AVENUE, SUITE 4100
DALLAS, TEXAS 75201-4675
(214) 969-2800
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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. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act"), check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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, OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBITS
The following is a complete list of Exhibits filed as part of, or
incorporated by reference into this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------- -----------------------
2.1 --- Agreement and Plan of Merger, dated as of December
22, 1997, by and among the Company, United Meridian
Corporation, a Delaware corporation, and OEI Holding
Corporation, a Delaware corporation, incorporated by
Reference to Exhibit 2.1 to United Meridian
Corporation's Current Report on Form 8-K filed on
December 23, 1997.
2.2 --- Amendment No. 1 to Agreement and Plan of Merger,
dated as of January 7, 1997, among the Company, OEI
Holding Corporation, a Delaware Corporation, and
United Meridian Corporation, a Delaware corporation,
Incorporated by reference to Exhibit 2.2 to the
Company's Registration Statement on Form S-4
(Registration No. 333-43933).
2.3 --- Amendment No. 2 to Agreement and Plan of Merger,
dated as of February 20, 1998, among the Company, OEI
Holding Corporation, a Delaware corporation, and
United Meridian Corporation, a Delaware Corporation,
incorporated by reference to Exhibit 2.3 to the
Company's Registration Statement on Form S-4
(Registration No. 333-43933).
4.1 --- Indenture, dated as of July 8, 1998 between Ocean
Energy, Inc. and Norwest Bank Minnesota, National
Association, as Trustee, with respect to the 7 5/8%
Senior Notes Due 2005, incorporated by reference to
Exhibit 10.23 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.
4.2 --- Indenture, dated as of July 8, 1998 between Ocean
Energy, Inc. and Norwest Bank Minnesota, National
Association, as Trustee, with respect to the 8 1/4%
Senior Notes Due 2018, incorporated by reference to
Exhibit 10.24 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.
4.3 --- Indenture, dated as of July 8, 1998 between Ocean
Energy, Inc. and U.S. Bank Trust National
Association, as Trustee, with respect to the 8 3/8%
Senior Subordinated Notes Due 2008, incorporated by
reference to Exhibit 10.22 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1998.
4.4 --- Registration Rights Agreement, dated as of July 8,
1998, among Ocean Energy, Inc., as issuer, and
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Chase Securities Inc., J.P. Morgan Securities Inc.,
Lehman Brothers, Inc. and Salomon Brothers Inc,
incorporated by Reference to Exhibit 10.25 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.
**5.1 --- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
as to the legality of the securities being
registered.
8.1 --- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
regarding tax matters (included in Exhibit 5.1).
**12.1 --- Computation of ratio of earnings to fixed charges.
**23.1 --- Consent of Arthur Andersen LLP.
23.2 --- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1).
**23.3 --- Consent of Netherland, Sewell & Associates, Inc.
**23.4 --- Consent of McDaniel & Associates Consultants, Ltd.
**23.5 --- Consent of Ryder Scott Company.
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 on Form T-
1 of U.S. Bank Trust National Association.
*25.2 --- Statement of Eligibility and Qualification on Form T-
1 of Norwest Bank Minnesota, National Association.
**99.1 --- Form of Letter of Transmittal and related documents.
_____________
* Filed herewith
** Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, Texas, on the 11th day of September,
1998.
OCEAN ENERGY, INC., a Delaware corporation
By: /s/ ROBERT K. REEVES
-------------------------------------
Robert K. Reeves
Executive Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board September 11, 1998
- -------------------------
John B. Brock
* President, Chief Executive September 11, 1998
- ------------------------- Officer and Director
James C. Flores (Principal Executive Officer)
* Executive Vice President September 11, 1998
- ------------------------- --- Chief Financial Officer
Jonathan M. Clarkson (Principal Financial Officer)
* Vice President and Controller September 11, 1998
- ------------------------- (Principal Accounting Officer)
Christopher E. Cragg
* Vice Chairman and Director September 11, 1998
- --------------------------
James L. Dunlap
* Director September 11, 1998
- --------------------------
Thomas D. Clark, Jr.
* Director September 11, 1998
- --------------------------
Lodwrick M. Cook
* Director September 11, 1998
- --------------------------
Robert L. Howard
* Director September 11, 1998
- --------------------------
Elvis L. Mason
* Director September 11, 1998
- --------------------------
Charles F. Mitchell, M.D.
* Director September 11, 1998
- --------------------------
James L. Murdy
* Director September 11, 1998
- --------------------------
David K. Newbigging
* Director September 11, 1998
- --------------------------
William W. Rucks, IV
Director -----------------
- --------------------------
Matthew R. Simmons
* Director September 11, 1998
- --------------------------
Milton J. Womack
*By: /s/ ROBERT K. REEVES
----------------------
Robert K. Reeves
Attorney-In-Fact
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 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston,
Texas, on the 11th day of September, 1998.
OCEAN ENERGY, INC., a Louisiana corporation
By: /s/ ROBERT K. REEVES
-------------------------------------
Robert K. Reeves
Executive Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board September 11, 1998
- ---------------------
John B. Brock
* President, Chief Executive September 11, 1998
- --------------------- Officer and Director
James C. Flores (Principal Executive Officer)
* Executive Vice President September 11, 1998
- --------------------- --- Chief Financial Officer
Jonathan M. Clarkson (Principal Financial Officer)
* Vice President and Controller September 11, 1998
- --------------------- (Principal Accounting Officer)
Christopher E. Cragg
* Director September 11, 1998
- ----------------------
Richard G. Zepernick
*By: /s/ ROBERT K. REEVES
----------------------
Robert K. Reeves
Attorney-In-Fact
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------- -----------------------
2.1 --- Agreement and Plan of Merger, dated as of December
22, 1997, by and among the Company, United Meridian
Corporation, a Delaware corporation, and OEI Holding
Corporation, a Delaware corporation, incorporated by
Reference to Exhibit 2.1 to United Meridian
Corporation's Current Report on Form 8-K filed on
December 23, 1997.
2.2 --- Amendment No. 1 to Agreement and Plan of Merger,
dated as of January 7, 1997, among the Company, OEI
Holding Corporation, a Delaware Corporation, and
United Meridian Corporation, a Delaware corporation,
Incorporated by reference to Exhibit 2.2 to the
Company's Registration Statement on Form S-4
(Registration No. 333-43933).
2.3 --- Amendment No. 2 to Agreement and Plan of Merger,
dated as of February 20, 1998, among the Company, OEI
Holding Corporation, a Delaware corporation, and
United Meridian Corporation, a Delaware Corporation,
incorporated by reference to Exhibit 2.3 to the
Company's Registration Statement on Form S-4
(Registration No. 333-43933).
4.1 --- Indenture, dated as of July 8, 1998 between Ocean
Energy, Inc. and Norwest Bank Minnesota, National
Association, as Trustee, with respect to the 7 5/8%
Senior Notes Due 2005, incorporated by reference to
Exhibit 10.23 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.
4.2 --- Indenture, dated as of July 8, 1998 between Ocean
Energy, Inc. and Norwest Bank Minnesota, National
Association, as Trustee, with respect to the 8 1/4%
Senior Notes Due 2018, incorporated by reference to
Exhibit 10.24 to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.
4.3 --- Indenture, dated as of July 8, 1998 between Ocean
Energy, Inc. and U.S. Bank Trust National
Association, as Trustee, with respect to the 8 3/8%
Senior Subordinated Notes Due 2008, incorporated by
reference to Exhibit 10.22 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1998.
4.4 --- Registration Rights Agreement, dated as of July 8,
1998, among Ocean Energy, Inc., as issuer, and
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Chase Securities Inc., J.P. Morgan Securities Inc.,
Lehman Brothers, Inc. and Salomon Brothers Inc,
incorporated by Reference to Exhibit 10.25 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.
**5.1 --- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
as to the legality of the securities being
registered.
8.1 --- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
regarding tax matters (included in Exhibit 5.1).
**12.1 --- Computation of ratio of earnings to fixed charges.
**23.1 --- Consent of Arthur Andersen LLP.
23.2 --- Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5.1).
**23.3 --- Consent of Netherland, Sewell & Associates, Inc.
**23.4 --- Consent of McDaniel & Associates Consultants, Ltd.
**23.5 --- Consent of Ryder Scott Company.
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 on Form T-
1 of U.S. Bank Trust National Association.
*25.2 --- Statement of Eligibility and Qualification on Form T-
1 of Norwest Bank Minnesota, National Association.
**99.1 --- Form of Letter of Transmittal and related documents.
_____________
* Filed herewith
** Previously filed
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
-----------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
- ------ PURSUANT TO SECTION 305(b) (2)
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
SIXTH STREET AND MARQUETTE AVENUE
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
-----------------------
OCEAN ENERGY, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 72-127752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 LOUISIANA, SUITE 1400
HOUSTON, TX 77002
(Address of principal executive offices) (Zip code)
-----------------------
7 5/8% SENIOR NOTES DUE 2005, SERIES B
8 1/4% SENIOR NOTES DUE 2018, SERIES B
(Title of the indenture securities)
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Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the
obligor is not in default as provided under Item 13.
Item 15. FOREIGN TRUSTEE. Not applicable.
Item 16. LIST OF EXHIBITS. List below all exhibits
filed as a part of this Statement of
Eligibility. Norwest Bank incorporates by
reference into this Form T-1 the exhibits
attached hereto.
Exhibit 1. a. A copy of the Articles of Association of
the trustee now in effect.*
Exhibit 2. a. A copy of the certificate of authority
of the trustee to commence business issued
June 28, 1872, by the Comptroller of the
Currency to The Northwestern National Bank of
Minneapolis.*
b. A copy of the certificate of the
Comptroller of the Currency dated January 2,
1934, approving the consolidation of The
Northwestern National Bank of Minneapolis and
The Minnesota Loan and Trust Company of
Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust
Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January 12,
1943, as to change of corporate title of
Northwestern National Bank and Trust Company
of Minneapolis to Northwestern National Bank
of Minneapolis.*
d. A copy of the letter dated May 12, 1983 from
the Regional Counsel, Comptroller of the
Currency, acknowledging receipt of notice of
name change effective May 1, 1983 from
Northwestern National Bank of Minneapolis to
Norwest Bank Minneapolis, National
Association.*
e. A copy of the letter dated January 4, 1988
from the Administrator of National Banks for
the Comptroller of the Currency certifying
approval of consolidation and merger
effective January 1, 1988 of Norwest Bank
Minneapolis, National Association with
various other banks under the title of
"Norwest Bank Minnesota, National
Association."*
Exhibit 3. A copy of the authorization of the trustee to
exercise corporate trust powers issued
January 2, 1934, by the Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section
321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority. REGISTRATION NO. 22-28036.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with
registration statement number 33-66026.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Norwest Bank Minnesota, National Association, a
national banking association organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Minneapolis and State of Minnesota on the 25th day of August
1998.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/S/ CURTIS D. SCHWEGMAN
-------------------------
Curtis D. Schwegman
Assistant Vice President
EXHIBIT 6
August 25, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
as amended, the undersigned hereby consents that reports of
examination of the undersigned made by Federal, State, Territorial, or
District authorities authorized to make such examination may be
furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Very truly yours,
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
/S/ CURTIS D. SCHWEGMAN
-------------------------
Curtis D. Schwegman
Assistant Vice President
