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EXHIBIT 2.2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this
"Amendment") is made and entered into December 9, 1998 to be effective as of
November 24, 1998, between SEAGULL ENERGY CORPORATION, a Texas corporation
("Seagull"), and OCEAN ENERGY, INC., a Delaware corporation ("OEI").
RECITALS
A. Seagull and OEI have entered into that certain Agreement and Plan of
Merger, dated as of November 24, 1998 (the "Merger Agreement"). Capitalized
terms used but not defined herein shall have the respective meanings set forth
in the Merger Agreement.
B. Seagull and OEI desire to amend the Merger Agreement as set forth in
this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in the Merger
Agreement and this Amendment, the parties hereto agree as follows:
1. Amendment to Section 2.1(c) of the Merger Agreement. Section 2.1(c)
of the Merger Agreement is hereby amended and restated in its entirety as
follows:
"(c) The first paragraph of Article FOUR of such articles of
incorporation shall be amended to read in its entirety as follows:
The total number of shares of stock that the corporation shall
have authority to issue is 500,000,000 shares, divided into 50,000,000
shares of Preferred Stock of the par value of $1.00 per share, and
450,000,000 shares of Common Stock of the par value of $.10 per share.
Each share of Common Stock shall be entitled to one vote."
2. Amendment to Section 7.12(b) of the Merger Agreement. Section
7.12(b) of the Merger Agreement is hereby amended and restated in its entirety
as follows:
"(b) The composition of the committees of the Board of
Directors of Seagull immediately subsequent to the Effective Time
(including the respective chairmen thereof) shall be as designated
prior to the Effective Time in the manner set forth below until the
earlier of the resignation or removal of any individual so designated
or until their respective successors are duly elected and qualified, as
the case may be, it being agreed that if at any time prior to the
Effective Time any director nominee designated as a member of a
committee shall be unable to serve as a member of a committee
(including as a chairman of any committee) at the Effective Time, the
respective Board of Directors that designated such individual as
provided herein shall designate another individual to serve in such
individual's place. After the Effective Time, (i) a majority of the
members of the Executive Committee of the Seagull Board of Directors
shall be Seagull Director Nominees and the chairman of such committee
shall be a Seagull Director Nominee, (ii) a majority of the members of
the
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Audit Committee of the Seagull Board of Directors shall be Seagull
Director Nominees and the chairman of such committee shall be a Seagull
Director Nominee, (iii) a majority of the members of the Compensation
Committee of the Seagull Board of Directors shall be OEI Director
Nominees and the chairman of such committee shall be an OEI Director
Nominee, and (iv) a majority of the members of the Nominating Committee
of the Seagull Board of Directors shall be OEI Director Nominees and
the chairman of such committee shall be an OEI Director Nominee."
3. Effect of Amendment. Except as expressly set forth herein, the terms
and provisions of the Merger Agreement are hereby ratified and confirmed.
References in any agreement, instrument or other document to the Merger
Agreement shall be deemed to be a reference to the Merger Agreement as amended
hereby.
4. Counterparts. This Amendment may be executed in any number of
identical counterparts, each of which shall be deemed an original for all
purposes.
5. Presentation of Composite Document. The parties agree that, even
though this Amendment is not a restatement of the Merger Agreement, the parties
may file with governmental authorities or present to third parties (including
without limitation as part of the Joint Proxy Statement/Prospectus) a composite
document that incorporates into the Merger Agreement the amendments set forth in
this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of November 24, 1998.
SEAGULL ENERGY CORPORATION
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
President and Chief Executive Officer
OCEAN ENERGY, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
President and Chief Executive Officer
