-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgK75tccD47cUFR251MIItVIrOvB+n93oTHb94RoT25TMWJ/my1rg74b0MJ6izjl 4utYsinhjCbWwGFKW8XRhA== 0000950129-01-502777.txt : 20010827 0000950129-01-502777.hdr.sgml : 20010827 ACCESSION NUMBER: 0000950129-01-502777 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN ENERGY INC /TX/ CENTRAL INDEX KEY: 0000320321 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741764876 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-67136 FILM NUMBER: 1722938 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 BUSINESS PHONE: 7132656000 MAIL ADDRESS: STREET 1: 1001 FANNIN, SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002-6714 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL ENERGY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEAGULL PIPELINE CORP DATE OF NAME CHANGE: 19830815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN ENERGY INC /LA/ CENTRAL INDEX KEY: 0001043413 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721210660 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-67136-01 FILM NUMBER: 1722939 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132656000 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77002 S-3/A 1 h89632a1s-3a.txt OCEAN ENERGY INC - AMENDMENT NO.1 REG NO 333-67136 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 2001 REGISTRATION STATEMENT NO. 333-67136 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- OCEAN ENERGY, INC. (exact name of registrant as specified in its charter) DELAWARE 74-1764876 (state or jurisdiction of (I.R.S. employer incorporation or organization) identification no.) SEE "ADDITIONAL REGISTRANT" ON THE FOLLOWING PAGE FOR INFORMATION RELATING TO A SUBSIDIARY OF OCEAN ENERGY, INC. THAT MAY GUARANTEE PAYMENTS OWED ON THE DEBT SECURITIES REGISTERED HEREUNDER. ROBERT K. REEVES EXECUTIVE VICE PRESIDENT, OCEAN ENERGY, INC. GENERAL COUNSEL AND SECRETARY 1001 FANNIN, SUITE 1600 1001 FANNIN, SUITE 1600 HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002 (713) 265-6000 (713) 265-6000 (address, including zip code, and telephone number, including area code, (name, address, including zip code, of registrants' principal executive and telephone number, including area offices) code, of agent for service) Copy to: T. MARK KELLY VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER, 1001 FANNIN HOUSTON, TEXAS 77002-6760 (713) 758-2222 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please 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(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] 2 PURSUANT TO RULE 429(a) UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), THE PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS AND RELATES TO (i) SECURITIES REGISTERED UNDER THIS REGISTRATION STATEMENT, AND (ii) $1,000,000,000 AGGREGATE AMOUNT OF SECURITIES REGISTERED AND REMAINING UNSOLD UNDER THE FOLLOWING REGISTRATION STATEMENTS ON FORM S-3: NOS. 333-79765, 333-34841 AND 33-64051 (THE "PRIOR REGISTRATION STATEMENTS"). PURSUANT TO RULE 429(b), THIS REGISTRATION STATEMENT ALSO CONSTITUTES A POST-EFFECTIVE AMENDMENT TO EACH OF THE PRIOR REGISTRATION STATEMENTS, TO BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT. IF SECURITIES PREVIOUSLY REGISTERED UNDER THE PRIOR REGISTRATION STATEMENTS ARE OFFERED AND SOLD BEFORE THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THE AMOUNT OF PREVIOUSLY REGISTERED SECURITIES SO SOLD WILL NOT BE INCLUDED IN THE PROSPECTUS HEREUNDER. PURSUANT TO RULE 414 UNDER THE SECURITIES ACT, THIS REGISTRATION STATEMENT ALSO CONSTITUTES A POST-EFFECTIVE AMENDMENT TO EACH OF THE PRIOR REGISTRATION STATEMENTS, TO BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933. FOR PURPOSES OF RULE 414, THIS REGISTRATION STATEMENT IS BEING FILED BY OCEAN ENERGY, INC., A DELAWARE CORPORATION ("OEI-DELAWARE"), AS SUCCESSOR IN INTEREST TO OCEAN ENERGY, INC., A TEXAS CORPORATION ("OEI-TEXAS"), FOLLOWING A STATUTORY MERGER (THE "MERGER") EFFECTIVE MARCH 30, 2001, FOR THE PURPOSE OF CHANGING OEI-TEXAS' STATE OF INCORPORATION FROM TEXAS TO DELAWARE. IMMEDIATELY PRIOR TO THE MERGER, OEI-DELAWARE HAD NO ASSETS OR LIABILITIES OTHER THAN NOMINAL ASSETS OR LIABILITIES. IN CONNECTION WITH THE MERGER, OEI-DELAWARE SUCCEEDED BY OPERATION OF LAW TO ALL OF THE ASSETS AND ASSUMED ALL OF THE LIABILITIES AND OBLIGATIONS OF OEI-TEXAS. THE MERGER WAS APPROVED BY THE SHAREHOLDERS OF OEI-TEXAS AT A MEETING DULY CALLED AND HELD ON MAY 9, 2001 FOR WHICH PROXIES WERE SOLICITED PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT"). EXCEPT AS MODIFIED HEREBY, OEI-DELAWARE, BY VIRTUE OF THIS AMENDMENT, EXPRESSLY ADOPTS THE PRIOR REGISTRATION STATEMENTS AS ITS OWN REGISTRATION STATEMENTS FOR ALL PURPOSES OF THE SECURITIES ACT AND THE EXCHANGE ACT. THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 3 ADDITIONAL REGISTRANT The following subsidiary of Ocean Energy, Inc. is a co-registrant under this Registration Statement for the purpose of providing guarantees, if any, of payments on debt securities registered hereunder:
SUBSIDIARY STATE OF ORGANIZATION IRS EMPLOYER ID NO. ---------- --------------------- ------------------- Ocean Energy, Inc. Louisiana 72-1210660
EXPLANATORY NOTE The registrants are filing this Amendment No. 1 to their registration statement on Form S-3 for the purpose of filing with the Securities and Exchange Commission an exhibit to the registration statement. This Amendment No. 1 does not modify any provision of the prospectus included in the registration statement; accordingly, such prospectus has not been included herein. 4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the estimated expenses in connection with the distribution of the securities covered by this Registration Statement. All of the expenses will be borne by the Company except as otherwise indicated. Registration fee.............................................. $ N/A Fees and expenses of accountants.............................. 75,000 Fees and expenses of legal counsel ........................... 150,000 Fees and expenses of Trustee and counsel...................... 15,000 Printing and engraving expenses............................... 200,000 Miscellaneous................................................. 75,000 ------------ Total............................................... $ 515,000 ============
ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS Delaware General Corporation Law Section 145(a) of the Delaware General Corporation Law, or DGCL, provides that a corporation may 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 the person 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 the person in connection with the action, suit or proceeding if he acted in good faith and in a manner the person 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 the person's conduct was unlawful. Section 145(b) of the DGCL provides that a corporation may 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 the person 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) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which the 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, the person is fairly and reasonably entitled to indemnity for the expenses which the Delaware Court of Chancery or such other court shall deem proper. Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection therewith. Section 145(d) of the DGCL provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination II-1 5 that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 145(a) and (b). The determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. Section 145(e) of the DGCL provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the corporation as authorized in Section 145. The expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon those terms and conditions, if any, as the corporation deems appropriate. Section 145(f) of the DGCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who 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 any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145. Certificate of Incorporation Article VII of our certificate of incorporation provides that: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director, except for liability (a) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article VII shall be prospective only, and neither the amendment, modification nor repeal of this Article VII shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VII would accrue or arise, prior to such amendment, modification or repeal. If the General Corporation Law of the State of Delaware hereafter is amended to authorize corporate action further eliminating or limiting the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time." Bylaws Article VI of our Bylaws provides in pertinent parts that: "Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the II-2 6 Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights that such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith." "In addition to the right to indemnification conferred in Section 1 of this Article VI, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending any such proceeding in advance of its final disposition." "The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the General Corporation Law of the State of Delaware." Indemnification Agreements We have entered into indemnification agreements with our directors and certain of our officers, referred to as indemnitees. Under the terms of the indemnification agreements, we have generally agreed to indemnify, and advance expenses to, each indemnitee to the fullest extent authorized or permitted by applicable law on the date of the agreements and to such greater extent as applicable law may thereafter permit. Furthermore, under the terms of the indemnification agreements, we have agreed to pay all reasonable expenses incurred by or on behalf of an indemnitee in connection with any proceeding, in advance of any determination with respect to entitlement to indemnification and within ten days after our receipt of a written request from such indemnitee for the payment. In the indemnification agreements, each indemnitee has agreed that he or she will reimburse and repay us for any expenses so advanced to the extent that it shall ultimately be determined that he or she is not entitled to be indemnified by us against such expenses. The indemnification agreements include provisions that specify the procedures and presumptions to be employed in determining whether an indemnitee is entitled to indemnification thereunder. Insurance We have obtained and intend to maintain in effect directors' and officers' liability insurance policies providing customary coverage for our directors and officers against losses resulting from wrongful acts committed by them in their capacities as our directors and officers. The above discussion of Section 145 of the DGCL, our certificate of incorporation and bylaws, the indemnification agreements and our insurance coverage is not intended to be exhaustive and is qualified in its entirety by reference to the statute and other governing documents. ITEM 16 -- EXHIBITS There are filed with this Registration Statement the following exhibits: II-3 7 Exhibit No. ***1.1 Form of Underwriting Agreement. 4.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 14, 2001) (the "Reincorporation 8-K"). 4.2 Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Reincorporation 8-K). 4.3 Amended and Restated Rights Agreement, dated March 17, 1989, as amended effective June 13, 1992 and amended and restated as of December 12, 1997, between Ocean Energy, Inc. (formerly Seagull Energy Corporation), a Texas corporation ("OEI-Texas"), and BankBoston, N.A. (as successor to NCNB Texas National Bank) (filed as Exhibit 2 to OEI-Texas's Current Report on Form 8-K dated December 15, 1997 and incorporated herein by reference). 4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated November 24, 1998, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on December 1, 1998 and incorporated herein by reference). 4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated March 10, 1999, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on March 12, 1999 and incorporated herein by reference). 4.6 Amendment No. 3 to Amended and Restated Rights Agreement dated May 19, 1999, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on May 21, 1999 and incorporated herein by reference). 4.7 Amendment No. 4 to Amended and Restated Rights Agreement dated May 19, 2000, between OEI-Texas and Fleet National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on May 22, 2000 and incorporated herein by reference). 4.8 Amendment No. 5 to Amended and Restated Rights Agreement dated May 9, 2001, among the Registrant, OEI-Texas and Fleet National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.4 to the Reincorporation 8-K and incorporated herein by reference). 4.9 Except for Exhibits 4.10 - 4.13, instruments defining the rights of holders of the Company's long-term debt have been omitted from this exhibit index because the amount of debt authorized under any such instrument does not exceed 10% of the total assets of the Company and its subsidiaries. The Company will furnish a copy of any such instrument to the SEC upon request. *4.10 Form of Senior Debt Indenture. ***4.11 Form of Senior Debt Securities. *4.12 Form of Senior Subordinated Debt Indenture. ***4.13 Form of Senior Subordinated Debt Securities. ***4.14 Form of Guarantee Agreement, if not included in the applicable indenture. ***4.15 Form of Warrant Agreement. II-4 8 ***4.16 Form of Depositary Agreement. ***4.17 Form of Depositary Receipt. ***4.18 Form of Stock Purchase Contract. ***4.19 Form of Stock Purchase Unit. **5.1 Opinion of Vinson & Elkins L.L.P. *12.1 Computation of Ratio of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends. *23.1 Consent of KPMG LLP. *23.2 Consent of Arthur Andersen LLP. **23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 of this Registration Statement). *24.1 Power of Attorney. *25.1 Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Trustee under Senior Debt Indenture. *25.2 Form of Statement of Eligibility under Trust Indenture Act of 1939 of Trustee under Senior Subordinated Debt Indenture. - ---------- * Previously filed. ** Filed herewith. ***To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, and incorporated herein by reference. II-5 9 ITEM 17 -- UNDERTAKINGS The undersigned registrants hereby undertake: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (2) To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement; and (3) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that clauses (1) and (2) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this registration statement; (b) 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 the securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the 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 of 1933 may be permitted to directors, officers, and controlling persons of the registrants pursuant to the provisions described in Item 15 above or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants 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 the 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 of 1933 and will be governed by the final adjudication of the issue. II-6 10 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-3 and has duly caused this Amendment to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on August 23, 2001. OCEAN ENERGY, INC. By: /s/ JAMES T. HACKETT -------------------------------------- James T. Hackett Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JAMES T. HACKETT Chairman, President and Chief - -------------------------------------------- Executive Officer and Director James T. Hackett (Principal Executive Officer) August 23, 2001 * Executive Vice President and - -------------------------------------------- Chief Financial Officer William L. Transier (Principal Financial Officer) August 23, 2001 * - -------------------------------------------- Vice President and Controller Robert L. Thompson (Principal Accounting Officer) August 23, 2001 * - -------------------------------------------- J. Evans Attwell Director August 23, 2001
II-7 11
SIGNATURE TITLE DATE --------- ----- ---- * Director August 23, 2001 - -------------------------------------------- John B. Brock Director - -------------------------------------------- Milton Carroll * Director August 23, 2001 - -------------------------------------------- Thomas D. Clark, Jr. Director - -------------------------------------------- Peter J. Fluor * Director August 23, 2001 - -------------------------------------------- Barry J. Galt * Director August 23, 2001 - -------------------------------------------- Wanda G. Henton * Director August 23, 2001 - -------------------------------------------- Robert L. Howard Director - -------------------------------------------- Elvis L. Mason * Director August 23, 2001 - -------------------------------------------- Charles F. Mitchell, M.D. Director - -------------------------------------------- David K. Newbigging * Director August 23, 2001 - -------------------------------------------- Dee S. Osborne * By: /s/ Robert K. Reeves -------------------------------------- Attorney-in-fact
II-8 12 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 the filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 23, 2001. OCEAN ENERGY, INC., a Louisiana corporation /s/ James T. Hackett ------------------------------------------- By: James T. Hackett President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ James T. Hackett President and - -------------------------------------------- Chief Executive Officer James T. Hackett (Principal Executive Officer) August 23, 2001 and Director Executive Vice President and * Chief Financial Officer - -------------------------------------------- (Principal Financial William L. Transier Officer) and Director August 23, 2001 * Vice President and Controller - -------------------------------------------- (Principal Accounting Officer) Robert L. Thompson August 23, 2001 /s/ Robert K. Reeves - -------------------------------------------- Robert K. Reeves Director August 23, 2001 * - -------------------------------------------- John D. Schiller, Jr. Director August 23, 2001 * By: /s/ Robert K. Reeves --------------------------------------- Attorney-in-fact
II-9 13 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- ***1.1 Form of Underwriting Agreement. 4.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 14, 2001) (the "Reincorporation 8-K"). 4.2 Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Reincorporation 8-K). 4.3 Amended and Restated Rights Agreement, dated March 17, 1989, as amended effective June 13, 1992 and amended and restated as of December 12, 1997, between Ocean Energy, Inc. (formerly Seagull Energy Corporation), a Texas corporation ("OEI-Texas"), and BankBoston, N.A. (as successor to NCNB Texas National Bank) (filed as Exhibit 2 to OEI-Texas's Current Report on Form 8-K dated December 15, 1997 and incorporated herein by reference). 4.4 Amendment No. 1 to Amended and Restated Rights Agreement dated November 24, 1998, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on December 1, 1998 and incorporated herein by reference). 4.5 Amendment No. 2 to Amended and Restated Rights Agreement dated March 10, 1999, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on March 12, 1999 and incorporated herein by reference). 4.6 Amendment No. 3 to Amended and Restated Rights Agreement dated May 19, 1999, between OEI-Texas and BankBoston, N.A. (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on May 21, 1999 and incorporated herein by reference). 4.7 Amendment No. 4 to Amended and Restated Rights Agreement dated May 19, 2000, between OEI-Texas and Fleet National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on May 22, 2000 and incorporated herein by reference). 4.8 Amendment No. 5 to Amended and Restated Rights Agreement dated May 9, 2001, among the Registrant, OEI-Texas and Fleet National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.4 to the Reincorporation 8-K and incorporated herein by reference). 4.9 Except for Exhibits 4.10 - 4.13, instruments defining the rights of holders of the Company's long-term debt have been omitted from this exhibit index because the amount of debt authorized under any such instrument does not exceed 10% of the total assets of the Company and its subsidiaries. The Company will furnish a copy of any such instrument to the SEC upon request. *4.10 Form of Senior Debt Indenture. ***4.11 Form of Senior Debt Securities. *4.12 Form of Senior Subordinated Debt Indenture. ***4.13 Form of Senior Subordinated Debt Securities. ***4.14 Form of Guarantee Agreement, if not included in the applicable indenture. ***4.15 Form of Warrant Agreement.
14 ***4.16 Form of Depositary Agreement. ***4.17 Form of Depositary Receipt. ***4.18 Form of Stock Purchase Contract. ***4.19 Form of Stock Purchase Unit. **5.1 Opinion of Vinson & Elkins L.L.P. *12.1 Computation of Ratio of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends. *23.1 Consent of KPMG LLP. *23.2 Consent of Arthur Andersen LLP. **23.3 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 of this Registration Statement). *24.1 Power of Attorney. *25.1 Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Trustee under Senior Debt Indenture. *25.2 Form of Statement of Eligibility under Trust Indenture Act of 1939 of Trustee under Senior Subordinated Debt Indenture.
- ---------- * Previously filed. ** Filed herewith. ***To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, and incorporated herein by reference. EX-5.1 3 h89632a1ex5-1.txt OPINION OF VINSON & ELKINS LLP 1 VINSON & ELKINS L.L.P. ATTORNEYS AT LAW VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002-6760 TELEPHONE (713) 758-2222 FAX (713) 758-2346 August 24, 2001 Ocean Energy, Inc. 1001 Fannin, Suite 1600 Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to Ocean Energy, Inc., a Delaware corporation (the "Company") and Ocean Energy, Inc., a Louisiana corporation (the "Subsidiary Guarantor"), in connection with the preparation of the Registration Statement on Form S-3 (File No. 333-67136) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act") with respect to the Company's (i) debt securities ("Debt Securities"), in one or more series, which may be fully and unconditionally guaranteed (the "Guarantee") by the Subsidiary Guarantor and which may be senior or senior subordinated, certain of which may be convertible or exchangeable into common stock, par value $.10 per share, of the Company (including the attached preferred stock purchase rights, "Common Stock"); (ii) shares of Common Stock; (iii) shares of preferred stock, par value $1.00 per share, of the Company ("Preferred Stock"); (iv) depositary shares representing fractional interests in Preferred Stock (the "Depositary Shares"); (v) warrants to purchase Common Stock, Preferred Stock or Debt Securities (including the Guarantee, if applicable) ("Warrants"); (vi) contracts to purchase Common Stock or other securities at a future date or dates (the "Stock Purchase Contracts"); and (vii) Stock Purchase Contracts issued as a part of units consisting of a Stock Purchase Contract and Debt Securities, Preferred Stock, Warrants or debt obligations of third parties, including United States treasury securities, securing the holders' obligations to purchase the securities under the Stock Purchase Contracts (the "Stock Purchase Units") (such Debt Securities (including the Guarantee, if applicable), Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts and Stock Purchase Units are collectively referred to herein as the "Securities" and each, a "Security"), which Securities may be issued from time to time pursuant to Rule 415 under the Securities Act for an aggregate initial offering price not to exceed $1,000,000,000. We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation, the Certificate of Designation of Series A 2 Ocean Energy, Inc. Page 2 August 24, 2001 Junior Participating Preferred Stock and the Bylaws of the Company, each as amended to the date hereof (the "Charter Documents"); (ii) resolutions adopted by the Board of Directors of the Company (the Board of Directors, or to the extent permitted by Section 141 of the Delaware General Corporation Law (the "DGCL"), a duly constituted and acting committee thereof, being referred to herein as the "Board") and the board of directors of the Subsidiary Guarantor; (iii) the form of Indenture for Senior Debt Securities (the "Senior Indenture") to be entered into between the Company and the trustee, in the form included as an exhibit to the Registration Statement; (iv) the form of Indenture for Subordinated Debt Securities (the "Senior Subordinated Indenture," and together with the Senior Indenture, the "Indentures," and each, an "Indenture") to be entered into between the Company and the trustee, in the form included as an exhibit to the Registration Statement; and (v) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company. In rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; (v) each person signing in a representative capacity (other than on behalf of the Company) any document reviewed by us had authority to sign in such capacity; (vi) the Registration Statement, and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws; (vii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby; (viii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (ix) the Senior Indenture and the Senior Subordinated Indenture, together with any supplemental indenture relating to a series of Debt Securities to be issued under any of the Indentures, will each be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (x) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (xi) any Securities issuable upon conversion, exchange or exercise of any Security being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise; and (xii) with respect to shares of Common Stock or Preferred Stock offered, there will be sufficient shares of Common Stock or Preferred Stock authorized under the Company's Charter Documents and not otherwise reserved for issuance. Based on the foregoing, we are of the opinion that: 1. With respect to Debt Securities to be issued under the Senior Indenture, when (i) the Senior Indenture and the related Guarantee, if any, have been duly qualified under the Trust 3 Ocean Energy, Inc. Page 3 August 24, 2001 Indenture Act of 1939, as amended (the "TIA"); (ii) the Board and the board of directors of the Subsidiary Guarantor, if applicable, have taken all necessary corporate action to approve the issuance and terms of the Debt Securities and, if applicable, the Guarantee, the terms of the offering thereof and related matters; (iii) the terms of the Debt Securities and, if applicable, the Guarantee, and of their issuance and sale have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and the Subsidiary Guarantor, as applicable, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Subsidiary Guarantor; and (iv) the Debt Securities and, if applicable, the Guarantee, have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Senior Indenture and in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board and the board of directors of the Subsidiary Guarantor upon payment of the consideration provided for therein, the Debt Securities and, if applicable, the Guarantee, will be legally issued and will constitute valid and binding obligations of the Company and the Subsidiary Guarantor, respectively, enforceable against the Company and the Subsidiary Guarantor, respectively, in accordance with their terms and will be entitled to the benefits of the Senior Indenture and, if applicable, the related Guarantee. 2. With respect to Debt Securities to be issued under the Senior Subordinated Indenture, when (i) the Senior Subordinated Indenture and the related Guarantee, if any, have been duly qualified under the TIA; (ii) the Board and the board of directors of the Subsidiary Guarantor, if applicable, have taken all necessary corporate action to approve the issuance and terms of the Debt Securities and, if applicable, the Guarantee, the terms of the offering thereof and related matters; (iii) the terms of the Debt Securities and, if applicable, the Guarantee, and of their issuance and sale have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and the Subsidiary Guarantor, as applicable, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Subsidiary Guarantor; and (iv) the Debt Securities and, if applicable, the Guarantee, have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Senior Subordinated Indenture and in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration provided for therein, the Debt Securities and, if applicable, the Guarantee, will be legally issued and will constitute valid and binding obligations of the Company and the Subsidiary Guarantor, respectively, enforceable against the Company and the Subsidiary Guarantor, respectively, in accordance with their terms and will be entitled to the benefits of the Senior Subordinated Indenture and, if applicable, the related Guarantee. 3. With respect to shares of Common Stock, when (i) the Board has taken all necessary corporate action to approve the issuance and terms of the offering thereof and related matters; and (ii) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered either (a) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor (not less than the par value of the Common Stock) provided for therein, or 4 Ocean Energy, Inc. Page 4 August 24, 2001 (b) upon conversion, exchange or exercise of any other Security in accordance with the terms of the Security or the instrument governing the Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board (not less than the par value of the Common Stock), the shares of Common Stock will be legally issued, fully paid and non-assessable. 4. With respect to shares of any series of Preferred Stock, when (i) the Board has taken all necessary corporate action to approve the issuance and terms of the shares of the series, the terms of the offering thereof and related matters, including the adoption of a resolution establishing and designating the series and fixing and determining the preferences, limitations, and relative rights thereof and the filing of a certificate of designations with respect to the series with the Secretary of State of the State of Delaware as required under Section 151 of the DGCL (the "Certificate of Designation"); and (ii) certificates representing the shares of the series of Preferred Stock have been duly executed, countersigned, registered and delivered either (a) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor (not less than the par value of the Preferred Stock) provided for therein, or (b) upon conversion, exchange or exercise of any other Security in accordance with the terms of the Security or the instrument governing the Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board (not less than the par value of the Preferred Stock), the shares of the series of Preferred Stock will be legally issued, fully paid and non-assessable. 5. With respect to Depositary Shares, when (i) the Board has taken all necessary corporate action to approve the issuance and terms of the Depositary Shares, the terms of the offering thereof and related matters, including the adoption of a Certificate of Designation relating to the Preferred Stock underlying the Depositary Shares and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware; (ii) the depositary agreement or agreements relating to the Depositary Shares and the related depositary receipts have been duly authorized and validly executed and delivered by the Company and the depositary appointed by the Company; (iii) the shares of Preferred Stock underlying the Depositary Shares have been deposited with a bank or trust company (which meets the requirements for the depositary set forth in the Registration Statement) under the applicable depositary agreements; and (iv) the depositary receipts representing the Depositary Shares have been duly executed, countersigned, registered and delivered in accordance with the appropriate depositary agreement approved by the Board upon payment of the consideration therefore provided for therein, the Depositary Shares will be legally issued. 6. With respect to the Warrants, when (i) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters; (ii) the warrant agreement or agreements relating to the Warrants have been duly authorized and validly executed and delivered by the Company and the warrant agent appointed by the Company; and (iii) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant agreement or agreements and the applicable definitive purchase, 5 Ocean Energy, Inc. Page 5 August 24, 2001 underwriting or similar agreement approved by the Board upon payment of the consideration provided for therein, the Warrants will be legally issued. 7. With respect to Stock Purchase Contracts, when (i) the purchase agreement for the Stock Purchase Contracts has been duly authorized and validly executed by the parties thereto; (ii) the Board has taken all necessary corporate action to approve and establish the terms of the Stock Purchase Contracts and to authorize and approve the issuance thereof, the terms of the offering and related matters; and (iii) the Stock Purchase Contracts have been duly executed and delivered in accordance with the purchase agreement and the applicable definitive purchase, underwriting or similar agreement approved by or on behalf of the Board upon payment of the consideration therefore provided for therein, the Stock Purchase Contracts will be legally issued. 8. With respect to Stock Purchase Units, when (i) the purchase agreement for the Stock Purchase Units has been duly authorized and validly executed by the parties thereto, (ii) the Board has taken all necessary corporate action to approve and establish the terms of the Stock Purchase Units and to authorize and approve the issuance thereof, the terms of the offering and related matters; and (iii) the Stock Purchase Units have been duly executed and delivered in accordance with the purchase agreement and the applicable definitive purchase, underwriting or similar agreement approved by or on behalf of the Board upon payment of the consideration therefore provided therein, the Stock Purchase Units will be legally issued. The foregoing opinions are qualified to the extent that the enforceability of any document, instrument or Security may be limited by or subject to (i) bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally, and general equitable or public policy principles, and (ii) with respect to any Debt Securities denominated in a currency other than United States dollars, the requirement that a claim (or a foreign currency judgment in respect of such a claim) with respect to such Securities be converted to United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or governmental authority. We express no opinions concerning (i) the validity or enforceability of any provisions contained in the Senior Indenture or the Senior Subordinated Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law or (ii) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws. The foregoing opinions are limited in all respects to the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the laws of New York and the federal law of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction. 6 Ocean Energy, Inc. Page 6 August 24, 2001 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder. Very truly yours, Vinson & Elkins L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----