<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998
REGISTRATION NO. 333-43933
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4 ON FORM S-8*
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCEAN ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-1277752
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1201 LOUISIANA
SUITE 1400
HOUSTON, TEXAS 77002
(Address, including zip code, of Principal Executive Offices)
UNITED MERIDIAN CORPORATION 1987 NONQUALIFIED STOCK OPTION PLAN
UNITED MERIDIAN CORPORATION 1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
UNITED MERIDIAN CORPORATION 1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION
PLAN
(FULL TITLE OF THE PLANS)
ROBERT K. REEVES COPY TO:
EXECUTIVE VICE PRESIDENT, JAMES M. PRINCE, ESQ.
GENERAL COUNSEL AND SECRETARY ANDREWS & KURTH L.L.P.
OCEAN ENERGY, INC. 600 TRAVIS, SUITE 4200
1201 LOUISIANA, SUITE 1400 HOUSTON, TEXAS 77002
HOUSTON, TEXAS 77002
(713) 654-9110
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(2) 3,435,994 (3) (4) (4) (4)
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</TABLE>
<TABLE>
<S> <C>
(1) The number of shares of Common Stock registered hereby is subject to adjustment to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Includes associated Rights to purchase shares of the Registrant's Series A Junior Participating Preferred Stock.
The Rights are not currently separable from the shares of Common Stock and are not currently exercisable.
(3) Consisting of, on an as converted basis, 3,435,994 shares of Company Common Stock (as defined below) of the
Registrant reserved for issuance under the United Meridian Corporation 1987 Nonqualified Stock Option Plan; the
United Meridian Corporation 1994 Employee Nonqualified Stock Option Plan; and the United Meridian Corporation 1994
Outside Directors' Nonqualified Stock Option Plan. At the effective time of the Mergers (as defined below), the
UMC Plans (as defined below) were assumed by the Registrant and each share of common stock of United Meridian
Corporation issuable under the UMC Plans was converted into such number of shares of common stock of the
Registrant as specified in the Merger Agreement (as defined below).
(4) Not applicable. All filing fees payable in connection with the issuance of these securities were paid in
connection with the filing of the Registrant's Registration Statement on Form S-4 (No. 333-43933) filed January 9,
1998.
(*) Filed as a Post-effective Amendment on Form S-8 to such Form S-4 registration statement pursuant to the procedure
described herein in the section captioned "Introductory Statement".
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</TABLE>
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INTRODUCTORY STATEMENT
On March 27, 1998, the stockholders of Ocean Energy, Inc. (the
"Company" or the "Registrant") and of United Meridian Corporation, a Delaware
corporation ("UMC"), approved the Agreement and Plan of Merger, dated as of
December 22, 1997, as amended by an Amendment No. 1, dated as of January 7,
1998, and an Amendment No. 2, dated as of February 20, 1998 (as amended, the
"Merger Agreement"), by and among the Company, UMC and OEI Holding Corporation,
a Delaware corporation ("Newco"), providing for (i) the merger of Newco with
and into the Company and (ii) the subsequent merger of UMC with and into the
Company (together, the "Mergers"). UMC's common stock, par value $0.01 per
share ("UMC Common Stock"), is no longer transferable, and certificates
evidencing shares of UMC Common Stock represent only the right to receive,
without interest, shares of the Company's common stock, par value $0.01 per
share ("Company Common Stock"), in accordance with the provisions of the Merger
Agreement. Pursuant to the Merger Agreement, the Company assumed the UMC Plans
(as hereinafter defined), and each unexpired and unexercised outstanding option
to purchase UMC Common Stock (each a "UMC Option") was automatically converted
into an option to purchase that number of shares of Company Common Stock equal
to the number of shares of UMC Common Stock that could have been purchased
under such UMC Option multiplied by 1.30 (the "Exchange Ratio"), at a price per
share of Company Common Stock equal to the option exercise price determined
pursuant to such UMC Option divided by the Exchange Ratio.
The Registrant hereby amends its registration statement on Form S-4 (No.
333-43933) (the "Form S-4") by filing this Post-effective Amendment No. 1
thereto on Form S-8 ("Post-effective Amendment No. 1") relating to up to
3,435,994 shares of Company Common Stock, 678,477 of which are issuable under
the United Meridian Corporation 1987 Nonqualified Stock Option Plan, 2,562,517
of which are issuable under the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan and 195,000 of which are issuable under the
United Meridian Corporation 1994 Outside Directors' Nonqualified Stock Option
Plan (collectively, the "UMC Plans"). All such shares of Company Common Stock
were previously registered on the Form S-4, and are being transferred to this
Form S-8.
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<PAGE> 3
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company incorporates herein by reference the following documents, or
portions of documents, as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Company's Current Report on Form 8-K filed with the Commission on
February 19, 1998;
(c) The Company's Current Report on Form 8-K filed with the Commission on
March 3, 1998;
(d) The Company's Current Report on Form 8-K filed with the Commission on
March 31, 1998;
(e) The Company's Registration Statement on Form 8-A with respect to the
Company's common stock, par value $0.01 per share, filed with the
Commission on March 8, 1996, as amended to date; and
(f) The Company's Registration Statement on Form 8-A with respect to the
Company's Rights to purchase Series A Junior Participating Preferred
Stock, par value $0.01 per share, filed with the Commission on December
23, 1997, as amended to date.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of the Registration Statement and the Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is
registered under Section 12 of the Exchange Act.
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<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. 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 made 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 referred to in subsections (a) and (b) of
Section 145 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
for 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 Amended and Restated 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
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<PAGE> 5
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 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."
In addition, Section 7(c) of the Company's Certificate of Incorporation,
as amended, and Article IX of the Company's Amended and Restated Bylaws further
provide that the Company shall indemnify its officers, directors and employees
to the fullest extent permitted by law. 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 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 proceedings 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4.1 Certificate of Incorporation of the Company, as amended (filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed March
31, 1998, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to
the Company's Current Report on Form 8-K filed March 31, 1998, and
incorporated herein by reference).
4.3 United Meridian Corporation 1987 Nonqualified Stock Option Plan, as
amended (filed as Exhibit 10.3 to United Meridian Corporation's
Registration Statement on Form S-1 (No. 33-63532), and incorporated
herein by reference).
4.4 Third Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan dated November 16, 1993 (filed as Exhibit 10.4 to
United Meridian Corporation's 1993 Annual Report on Form 10-K, and
incorporated herein by reference).
4.5 Fourth Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan dated April 6, 1994 (filed as Exhibit 10.6 to
United Meridian Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein by
reference).
4.6 Fifth Amendment to the United Meridian Corporation 1987 Nonqualified
Stock Option Plan dated November 19, 1997 (filed as Exhibit 4.7 to
United Meridian Corporation's Form S-3 (No. 333-42467), and
incorporated herein by reference).
4.7* Sixth Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan, dated March 27, 1998.
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<PAGE> 6
4.8 United Meridian Corporation 1994 Employee Nonqualified Stock Option
Plan (filed as Exhibit 4.14 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 33-79160), and incorporated
herein by reference).
4.9 First Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 16, 1994 (filed as
Exhibit 4.4.1 to the Company's Registration Statement on Form S-8
(No. 33- 86480), and incorporated herein by reference).
4.10 Second Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated May 22, 1996, (filed as Exhibit
4.3.2 to United Meridian Corporation's Registration Statement on Form
S-8 (No. 333-05401), and incorporated herein by reference).
4.11 Third Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 13, 1996 (filed as
Exhibit 4.3.3 to United Meridian Corporation's Registration Statement
on Form S-8 (No. 333-28017), and incorporated herein by reference).
4.12 Fourth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated May 29, 1997 (filed as Exhibit
4.3.4 to United Meridian Corporation's Registration Statement on Form
S-8 (No. 333-28017), and incorporated herein by reference).
4.13 Fifth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 19, 1997 (filed as
Exhibit 4.9 to United Meridian Corporation's Registration Statement
on Form S-3 (No. 333-42467), and incorporated herein by reference).
4.14* Sixth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated March 27, 1998.
4.15 United Meridian Corporation 1994 Outside Directors' Nonqualified
Stock Option Plan (filed as Exhibit 4.15 to United Meridian
Corporation's Registration Statement on Form S-8 (No. 33-79160), and
incorporated herein by reference).
4.16 First Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated May 22, 1996 (filed
as Exhibit 4.4.1 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 333-05401), and incorporated herein by
reference).
4.17 Second Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated November 13, 1996
(filed as Exhibit 4.4 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 333-28107), and incorporated herein by
reference).
4.18 Third Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated November 19, 1997
(filed as Exhibit 4.9 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 333-42467), and incorporated herein by
reference).
4.19* Fourth Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated March 27, 1998.
4.20 Rights Agreement, dated as of December 27, 1997, between the Company
and Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit
1 to the Company's Form 8-A filed on December 23, 1997, and
incorporated herein by reference).
4.21 First Amendment to Rights Agreement, dated as of February 20, 1998,
between the Company and Harris Trust and Savings Bank, as Rights
Agent (filed as Exhibit 4.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and incorporated
herein by reference).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Netherland, Sewell & Associates, Inc.
23.3 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1* Powers of Attorney.
- ----------------------------
*filed herewith
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(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;
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<PAGE> 7
(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
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that it,
the opinion of the 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.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 1st
day of April, 1998.
OCEAN ENERGY, INC.
By: * /s/ JAMES C. FLORES
-----------------------------------
James C. Flores President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment No. 1 has been signed by the following persons in the
capacities indicated on the 1st day of April, 1998.
Signature Title
--------- -----
* /s/ JOHN B. BROCK Chairman of the Board of Directors
- ------------------------------
John B. Brock
* /s/ JAMES C. FLORES President, Chief Executive Officer
- ------------------------------ and Director (Principal
James C. Flores Executive Officer)
* /s/ JAMES L. DUNLAP Vice Chairman of the Board of Directors
- ------------------------------
James L. Dunlap
* /s/ ROBERT L. BELK Executive Vice President - Administration
- ------------------------------ and Director
* /s/ THOMAS D. CLARK, JR. Director
- ------------------------------
Thomas D. Clark, Jr.
Director
- ------------------------------
Lodwrick M. Cook
Director
- ------------------------------
Robert L. Howard
Director
- ------------------------------
Elvis L. Mason
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<PAGE> 9
* /s/ CHARLES F. MITCHELL Director
- ------------------------------
Charles F. Mitchell
Director
- ------------------------------
James L. Murdy
Director
- ------------------------------
David K. Newbigging
* /s/ WILLIAM W. RUCKS, IV Director
- ------------------------------
William W. Rucks, IV
Director
- ------------------------------
Matthew R. Simmons
* /s/ MILTON J. WOMACK Director
- ------------------------------
Milton J. Womack
* /s/ JONATHAN M. CLARKSON Executive Vice President -
- ------------------------------ Chief Financial Officer
Jonathan M. Clarkson (Principal Financial Officer)
* /s/ CHRISTOPHER E. CRAGG Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
Christopher E. Cragg
* By: /s/ ROBERT K. REEVES
-------------------------
Robert K. Reeves
(pursuant to a power of attorney
filed as Exhibit 24.1 to this
Post-effective No. 1 to
Registration Statement)
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<PAGE> 10
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Certificate of Incorporation of the Company, as amended (filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed March
31, 1998, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to
the Company's Current Report on Form 8-K filed March 31, 1998, and
incorporated herein by reference).
4.3 United Meridian Corporation 1987 Nonqualified Stock Option Plan, as
amended (filed as Exhibit 10.3 to United Meridian Corporation's
Registration Statement on Form S-1 (No. 33-63532), and incorporated
herein by reference).
4.4 Third Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan dated November 16, 1993 (filed as Exhibit 10.4 to
United Meridian Corporation's 1993 Annual Report on Form 10-K, and
incorporated herein by reference).
4.5 Fourth Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan dated April 6, 1994 (filed as Exhibit 10.6 to
United Meridian Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein by
reference).
4.6 Fifth Amendment to the United Meridian Corporation 1987 Nonqualified
Stock Option Plan dated November 19, 1997 (filed as Exhibit 4.7 to
United Meridian Corporation's Form S-3 (No. 333-42467), and
incorporated herein by reference).
4.7* Sixth Amendment to United Meridian Corporation 1987 Nonqualified
Stock Option Plan, dated March 27, 1998.
4.8 United Meridian Corporation 1994 Employee Nonqualified Stock Option
Plan (filed as Exhibit 4.14 to United Meridian Corporation's
Registration Statement on Form S-8 (No. 33-79160), and incorporated
herein by reference).
4.9 First Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 16, 1994 (filed as
Exhibit 4.4.1 to the Company's Registration Statement on Form S-8
(No. 33- 86480), and incorporated herein by reference).
4.10 Second Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated May 22, 1996, (filed as Exhibit
4.3.2 to United Meridian Corporation's Registration Statement on Form
S-8 (No. 333-05401), and incorporated herein by reference).
4.11 Third Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 13, 1996 (filed as
Exhibit 4.3.3 to United Meridian Corporation's Registration Statement
on Form S-8 (No. 333-28017), and incorporated herein by reference).
4.12 Fourth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated May 29, 1997 (filed as Exhibit
4.3.4 to United Meridian Corporation's Registration Statement on Form
S-8 (No. 333-28017), and incorporated herein by reference).
4.13 Fifth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated November 19, 1997 (filed as
Exhibit 4.9 to United Meridian Corporation's Registration Statement
on Form S-3 (No. 333-42467), and incorporated herein by reference).
4.14* Sixth Amendment to the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan dated March 27, 1998.
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<PAGE> 11
4.15 United Meridian Corporation 1994 Outside Directors' Nonqualified
Stock Option Plan (filed as Exhibit 4.15 to United Meridian
Corporation's Registration Statement on Form S-8 (No. 33-79160), and
incorporated herein by reference).
4.16 First Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated May 22, 1996 (filed
as Exhibit 4.4.1 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 333-05401), and incorporated herein by
reference).
4.17 Second Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated November 13, 1996
(filed as Exhibit 4.4 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 333-28107), and incorporated herein by
reference).
4.18 Third Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated November 19, 1997
(filed as Exhibit 4.9 to United Meridian Corporation's Registration
Statement on Form S-8 (No. 333-42467), and incorporated herein by
reference).
4.19* Fourth Amendment to the United Meridian Corporation 1994 Outside
Directors' Nonqualified Stock Option Plan, dated March 27, 1998.
4.20 Rights Agreement, dated as of December 27, 1997, between the Company
and Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit
1 to the Company's Form 8-A filed on December 23, 1997, and
incorporated herein by reference).
4.21 First Amendment to Rights Agreement, dated as of February 20, 1998,
between the Company and Harris Trust and Savings Bank, as Rights
Agent (filed as Exhibit 4.7 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and incorporated
herein by reference).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Netherland, Sewell & Associates, Inc.
23.3 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1* Powers of Attorney.
- ----------------------------
*filed herewith
- 11 -
<PAGE> 1
EXHIBIT 4.7
SIXTH AMENDMENT
TO THE
UNITED MERIDIAN CORPORATION
1987 NONQUALIFIED STOCK OPTION PLAN
WHEREAS, there is reserved to the Board of Directors of the Company in
Section 7 of the United Meridian Corporation 1987 Nonqualified Stock Option
Plan (the "Plan") the right to amend the Plan;
NOW, THEREFORE, as of the effective date of the Ocean Energy, Inc. 1998
Long-Term Incentive Plan, the Plan is hereby amended as follows:
1. Section 2 is amended to read as follows:
"Notwithstanding anything in the Plan to the contrary, no options or
other awards may be granted under the Plan on or after the effective date of
this Sixth Amendment."
Except as amended by this Sixth Amendment, the Plan shall continue with
out interruption or change.
Dated: March 27, 1998
<PAGE> 1
EXHIBIT 4.14
SIXTH AMENDMENT
TO THE
UNITED MERIDIAN CORPORATION
1994 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
WHEREAS, there is reserved to the Board of Directors of the Company in
Section 7 of the United Meridian Corporation 1994 Employee Nonqualified Stock
Option Plan (the "Plan") the right to amend the Plan;
NOW, THEREFORE, as of the effective date of the Ocean Energy, Inc. 1998
Long-Term Incentive Plan, the Plan is hereby amended as follows:
1. Section 2 is amended to read as follows:
"Notwithstanding anything in the Plan to the contrary, no options or
other awards may be granted under the Plan on or after the effective date of
this Sixth Amendment."
Except as amended by this Sixth Amendment, the Plan shall continue
without interruption or change.
Dated: March 27, 1998
<PAGE> 1
EXHIBIT 4.19
FOURTH AMENDMENT
TO THE
UNITED MERIDIAN CORPORATION
1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN
WHEREAS, there is reserved to the Board of Directors of the Company in
Section 7 of the United Meridian Corporation 1994 Outside Directors'
Nonqualified Stock Option Plan (the "Plan") the right to amend the Plan;
NOW, THEREFORE, as of the effective date of the Ocean Energy, Inc. 1998
Long-Term Incentive Plan, the Plan is hereby amended as follows:
1. Section 2 is amended to read as follows:
"Notwithstanding anything in the Plan to the contrary, no options or
other awards may be granted under the Plan on or after the effective date of
this Fourth Amendment."
Except as amended by this Fourth Amendment, the Plan shall continue
without interruption or change.
Dated: March 27, 1998
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Andrews & Kurth L.L.P.]
April 1, 1998
Board of Directors
Ocean Energy, Inc.
1201 Louisiana
Suite 1400
Houston, Texas 77002
Gentlemen:
We have acted as counsel to Ocean Energy, Inc. (the "Company") in
connection with the Company's Post- effective Amendment No. 1 to Form S-4 (No.
333-43933) on Form S-8 (the "Post-effective Amendment No. 1") relating to the
registration under the Securities Act of 1933, as amended, of the issuance of
an aggregate of 3,435,994 shares (the "Shares") of the Company's common stock,
$0.01 par value, pursuant to the United Meridian Corporation 1987 Nonqualified
Stock Option Plan, the United Meridian Corporation 1994 Employee Nonqualified
Stock Option Plan and the United Meridian Corporation 1994 Outside Directors'
Nonqualified Stock Option Plan (the "Plans").
In connection herewith, we have examined copies of such statutes,
regulations, corporate records and documents, certificates of public and
corporate officials and other agreements, contracts, documents and instruments
as we have deemed necessary as a basis for the opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. We
have also relied, to the extent we deem such reliance proper, upon information
supplied by officers and employees of the Company with respect to various
factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued in accordance with
the terms of the Plans and related stock option agreements, be legally issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Post-effective Amendment No. 1.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
1173/1249/2736
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Post-effective Amendment No. 1 to Form S-4 (No. 333-43933) on Form S-8 of
Ocean Energy, Inc. relating to the United Meridian Corporation 1987
Nonqualified Stock Option Plan, the United Meridian Corporation 1994 Employee
Nonqualified Stock Option Plan and the United Meridian Corporation 1994
Outside Directors' Nonqualified Stock Option Plan.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
New Orleans, Louisiana
April 1, 1998
<PAGE> 1
EXHIBIT 23.2
[Letterhead of Netherland, Sewell & Associates, Inc.]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the reference to our firm and to our report
effective December 31, 1995; December 31, 1996; and December 31, 1997, in the
Annual Report on Form 10-K of Ocean Energy, Inc., incorporated by reference
into this Registration Statement on Form S-8 of Ocean Energy, Inc. to be filed
with the Securities and Exchange Commission on or about April 1, 1998.
NETHERLAND, SEWELL & ASSOCIATES, INC.
/s/ CLARENCE M. NETHERLAND
-------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
March 31, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Ocean Energy, Inc. (the "Company") hereby constitutes and
appoints Jonathan M. Clarkson and Robert K. Reeves (with full power to each to
act alone) as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign, execute and file, under the Securities Act
of 1933, as amended (the "Securities Act"):
(i) a post-effective amendment to the Registration Statement on Form S-8
("Form S-8") with respect to the Ocean Energy, Inc. 1994 Long-Term
Incentive Plan, for the purpose of deregistering shares of the
Company's common stock ("Common Stock") that will not be used for such
Plan (a "Deregistration Amendment");
(ii) a Deregistration Amendment to the Form S-8 with respect to the Ocean
Energy, Inc. 1996 Long-Term Incentive Plan;
(iii) a Deregistration Amendment to the Form S-8 with respect to the United
Meridian Corporation 1987 Non-Qualified Option Plan (the "UMC 1987 NQO
Plan"), and a new Form S-8 (or amendment to the Company's Form S-4
(No. 333-43933) on Form S-8) registering Common Stock issuable upon
the exercise of outstanding options under such Plan;
(iv) a Deregistration Amendment to the Form S-8 with respect to the United
Meridian Corporation 1994 Non-Qualified Option Plan (the "UMC 1994 NQO
Plan"), and a new Form S-8 (or an amendment to Form S-4 on Form S-8)
registering Common Stock issuable upon the exercise of outstanding
options under such Plan;
(v) a Deregistration Amendment to the Form S-8 with respect to the United
Meridian Corporation 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors (the "UMC Non-Employee Director Plan"), and a
new Form S-8 (or an amendment to Form S-4 on Form S-8) registering
Common Stock issuable upon the exercise of outstanding options under
such Plan;
(vi) Deregistration Amendments to each of (a) the Registration Statement on
Form S-3 ("Form S-3") with respect to the UMC 1987 NQO Plan and (b)
the Form S-3 with respect to the UMC 1994 NQO Plan and the UMC
Non-Employee Director Plan;
(vii) a Deregistration Amendment to the Form S-8 with respect to the UMC
Petroleum Savings Plan, and a new Form S-8 (or an amendment to Form
S-4 on Form S-8) registering Common Stock for issuance under such
Plan;
(viii) a Form S-8 registering Common Stock issuable upon the exercise of
awards under the Ocean Energy, Inc. 1998 Long Term Incentive Plan; and
(ix) a Form S-3 registering Common Stock issuable upon the exercise of
options by transferees of grantees under certain of the aforementioned
Plans;
and any or all amendments (including, without limitation, post-effective
amendments and any amendment or amendments or additional registration
statements filed pursuant to Rule 462 under the Securities Act increasing the
amount of securities for which registration is being sought), with all exhibits
and any and all other documents required to be filed with respect thereto, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with the applicable state security laws, and to file the same, together
with all other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
[Signature Page Follows]
<PAGE> 2
IN WITNESS WHEREOF, this Power of Attorney has been executed by the
following persons in the capacities indicated on March 27, 1998.
Signature Title
- --------- -----
/s/ JOHN B. BROCK Chairman of the Board of Directors
- --------------------------
John B. Brock
/s/ JAMES C. FLORES President, Chief Executive Officer and Director
- --------------------------
James C. Flores
/s/ JAMES L. DUNLAP Vice Chairman of the Board of Directors
- --------------------------
James L. Dunlap
/s/ ROBERT L. BELK Executive Vice President-Administration
- -------------------------- and Director
Robert L. Belk
/s/ THOMAS D. CLARK Director
- --------------------------
Thomas D. Clark
/s/ LODWRICK M. COOK Director
- --------------------------
Lodwrick M. Cook
/s/ CHARLES F. MITCHELL Director
- --------------------------
Charles F. Mitchell
/s/ WILLIAM W. RUCKS, IV Director
- --------------------------
William W. Rucks, IV
/s/ MILTON J. WOMACK Director
- --------------------------
Milton J. Womack
/s/ JONATHAN M. CLARKSON Executive Vice President - Chief
- -------------------------- Financial Officer
Jonathan M. Clarkson
/s/ ROBERT K. REEVES Executive Vice President and
- -------------------------- General Counsel
Robert K. Reeves
/s/ CHRISTOPHER E. CRAGG Vice President and Controller
- --------------------------
Christopher E. Cragg
- 2 -
