-----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, L3bqcmyDkmb4fiN3/aMtL0M/+uO7DVoRSK2JWzimtZm0lHjSQg9Ik6tzLCL92A5C WqHCfpGUAWf6aG3hraNR+A== 0000902595-98-000287.txt : 19981215 0000902595-98-000287.hdr.sgml : 19981215 ACCESSION NUMBER: 0000902595-98-000287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUEVO ENERGY CO CENTRAL INDEX KEY: 0000861819 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760304436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41101 FILM NUMBER: 98769033 BUSINESS ADDRESS: STREET 1: 1331 LAMAR ST STE 1650 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136520706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4330 LA JOLLA VILLAGE DRIVE, SUITE 220 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6195979400 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* NUEVO ENERGY COMPANY (Name of Issuer) Common Stock, par value $0.01 per share (Title of class of securities) 0067050910 (CUSIP number) Ralph V. Whitworth Relational Investors, LLC 4330 La Jolla Village Drive, Suite 220 San Diego, California 92122 (619) 597-9400 (Name, address and telephone number of person authorized to receive notices and communications) December 11, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 0067050910 - ------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL INVESTORS, LLC - -------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------- 7 SOLE VOTING POWER 1,914,300 NUMBER OF ------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,914,300 PERSON ------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,914,300 - -------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.65% - -------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------- CUSIP No. 006705910 - ------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL INVESTORS, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------- 7 SOLE VOTING POWER 1,435,970 NUMBER OF ------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,435,970 PERSON ------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,435,970 - -------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.24% - -------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL FUND PARTNERS, L.P. - -------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - -------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------- 7 SOLE VOTING POWER 147,320 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 147,320 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 147,320 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.74% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL COAST PARTNERS, L.P. - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------- 7 SOLE VOTING POWER 63,806 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 63,806 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 63,806 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.32% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RELATIONAL PARTNERS, L.P. - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------- 7 SOLE VOTING POWER 228,136 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 228,136 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 228,136 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.15% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RALPH V. WHITWORTH - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,914,300 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,914,300 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,914,300 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.65% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DAVID H. BATCHELDER - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,914,300 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,914,300 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,914,300 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.65% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOEL L. REED - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,914,300 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,914,300 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,914,300 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.65% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------- This Amendment No. 4 to Schedule 13D (this "Statement") is being filed by and on behalf of Relational Investors, L.P. ("RILP"), Relational Fund Partners, L.P. ("RFP"), Relational Coast Partners, L.P. ("RCP"), and Relational Partners, L.P. ("RP"). Each of RILP, RFP, RCP and RP is a Delaware limited partnership. The principal business of each of RILP, RFP, RCP and RP is investing in securities. This Statement is also being filed by and on behalf of Relational Investors, LLC ("RILLC"), a Delaware limited liability company. The principal business of RILLC is being the sole general partner of RILP, RFP, RCP and RP. RILP, RFP, RCP, RP and an account managed by RILLC are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of RILP, RFP, RCP and RP, and the investment management agreement for the account managed by RILLC, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement. This Statement is also being filed by and on behalf of Ralph V. Whitworth, David H. Batchelder and Joel L. Reed. Messrs. Whitworth, Batchelder and Reed are the Managing Members of RILLC, in which capacity they share voting control and dispositive power over the securities covered by this Statement. Messrs. Whitworth, Batchelder and Reed, therefore, may be deemed to have shared indirect beneficial ownership of such securities. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as a Managing Member of RILLC. The present principal occupation of Mr. Reed is serving as President of Batchelder & Partners, Inc. (Messrs. Whitworth, Batchelder and Reed, together with RILP, RFP, RCP, RP and RILLC, hereinafter, the "Reporting Persons"). This Statement hereby amends the Schedule 13D filed on April 20, 1998, as amended by the Schedule 13D/A filed on May 26, 1998, the Schedule 13D/A filed on July 16, 1998, and the Schedule 13D/A filed on September 23, 1998, as follows: ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended in its entirety by substituting the following: As of the date of this Statement, except as set forth below, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons acquired the Shares covered by this Statement because, in their opinion, such Shares are undervalued by the market at the present time. One factor that the Reporting Persons believe has historically contributed to the Shares' undervaluation is the Company's corporate governance structure. In particular, the Reporting Persons were concerned about the need for more independent directors on the Company's board of directors. Among the steps the Reporting Persons considered for positively influencing the Company's corporate governance was the nomination of directors to stand for election at the Company's 1998 Annual Meeting of Stockholders. In December 1997, in compliance with the Company's charter and bylaws, the Reporting Persons notified the Company of the Reporting Persons' intention to nominate three directors to the Company's board of directors. After discussions with the Company's Chairman and Chief Executive Officer and monitoring the steps the Company had taken to add respected independent directors to the Company's board, the Reporting Persons determined that it was not appropriate to proceed with their plan to nominate directors and by letter notified the Company of that determination. The Reporting Persons continued to closely monitor the Company's performance and determined that, despite the steps the Company took to add independent directors to the Company's board in March and April of 1998, the Company's corporate governance and responsiveness to shareholders would be enhanced by the addition to the Company's board of directors of a representative of the Company's largest shareholder. Consistent with this determination, on December 11, 1998, in compliance with the Company's charter and bylaws, the Reporting Persons by the letter filed herewith as Exhibit 4 notified the Company of the Reporting Persons' intention to nominate David H. Batchelder, one of the Reporting Persons, to stand for election to the Company's board of directors at the Company's 1999 Annual Meeting of Stockholders. The Reporting Persons continue to closely monitor the Company's performance. The Reporting Persons and their representatives and advisers intend to continue from time-to- time to discuss the Company and its business and management with members of the board of directors and management of the Company. In addition, the Reporting Persons and their representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning the Company. These communications may include discussions of the Company's strategic alternatives in light of its continued underperformance. The Reporting Persons may modify their plans in the future, and may exercise any and all of their respective rights as shareholders of the Company in a manner consistent with their equity interests. The Reporting Persons may from time-to-time (i) acquire additional Shares (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions, or otherwise, or (ii) dispose of Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibit 4 filed herewith is hereby added as an Exhibit: 4. Letter from Relational Investors LLC to The Board of Directors of Nuevo Energy Company, dated December 11, 1998. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Amendment No. 4 to Schedule 13D is true, complete and correct. Dated: December 14, 1998 RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. By: Relational Investors, LLC - --------------------------------as general partner to each By: /s/ Ralph V. Whitworth ----------------------------- Ralph V. Whitworth Managing Member RELATIONAL INVESTORS, LLC By: /s/ Ralph V. Whitworth --------------------------------- Ralph V. Whitworth Managing Member /s/ Ralph V. Whitworth - -------------------------------------- Ralph V. Whitworth /s/ David H. Batchelder - -------------------------------------- David H. Batchelder /s/ Joel L. Reed - -------------------------------------- Joel L. Reed EXHIBIT INDEX
Page No. Exhibit No. Description - ------- ----------- ----------- 4. Letter from Relational Investors LLC to The Board of Directors of Nuevo Energy Company, dated December 11, 1998.
EX-4 2 EXHIBIT 4 EXHIBIT 4 LETTER FROM RELATIONAL INVESTORS LLC TO THE BOARD OF DIRECTORS OF NUEVO ENERGY COMPANY, DATED DECEMBER 11, 1998. RELATIONAL INVESTORS LLC 4330 La Jolla Village Drive, Suite 220 San Diego, California 92122 Telephone (619) 597-9400 Facsimile (619) 597-8200 December 11, 1998 Board of Directors Nuevo Energy Company 1331 Lamar Street, Suite 1650 Houston, TX 77010 To the Board of Directors of Nuevo Energy Company: In accordance with Article II, Section 2.12 of the Bylaws of Nuevo Energy Company (the "Company"), a Delaware corporation, this letter serves as notice that Relational Investors, LP ("Relational"), a Delaware limited partnership and a shareholder of record of the Company, wishes to nominate one (1) individual to stand for election in the election of members of the Company's Board of Directors at the 1999 Annual Meeting of Shareholders of the Company. Set forth below is the information required to be furnished to the Board of Directors of the Company pursuant to Article II, Section 2.12 of the Bylaws of the Company. 1. The names and address, as they appear on the Company's books, of the shareholder making the nominations described herein are as follows: Relational Investors, LP 4330 La Jolla Village Drive, Suite 220 San Diego, CA 92122 2. Set forth in Exhibit A is information regarding the qualifications of the nominee, David H. Batchelder, for serving on the Company's Board of Directors including such information regarding the nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had such nominee been nominated or intended to be nominated by the Board of Directors of the Company. Where indicated the items contained in the attached Exhibit correspond to the applicable item numbers of Schedule 14A under the proxy rules of the Securities and Exchange Commission. 3. The undersigned, as a Managing Member of the general partner of Relational, Relational Investors LLC, represents and warrants that as of the date hereof Relational is the beneficial owner of 1,914,300 shares of common stock, par value $.01 (the "Common Stock"), of the Company and that he intends to appear in person or by proxy at the 1999 Annual Meeting of Shareholders of the Company to propose the nomination of the director described herein. 4. Attached to this letter is a copy of the written consent of the nominee described herein to serve as a member of the Board of Directors of the Company if so elected. Relational does not acknowledge the validity of the notice requirement of Article II, Section 2.12 of the Company's Amended and Restated Bylaws, and the execution and delivery of this notice shall not be deemed to constitute a waiver of Relational's right to contest the validity of such notice requirement or any portion thereof. If you require any additional information regarding this matter described herein or have any questions or comments regarding any of the foregoing matters, please contact me at (619) 597-9400. Very truly yours, RELATIONAL INVESTORS, LP, a Delaware limited partnership By: RELATIONAL INVESTORS LLC a Delaware limited liability company Its: General Partner By: /s/ Ralph V. Whitworth Ralph V. Whitworth Its: Managing Member Enclosures cc: President of Nuevo Energy Company Secretary of Nuevo Energy Company David H. Batchelder EXHIBIT A David H. Batchelder Business Address: Relational Investors LLC 4330 La Jolla Village Drive, Suite 220 San Diego, CA 92122 1. David H. Batchelder ("Mr. Batchelder") is highly qualified to serve on the Company's Board of Directors. His work has involved him with the business of public companies for over 20 years. Mr. Batchelder has particularly strong experience in the oil and gas industry. He worked for Mesa Petroleum Co. from 1978 through 1988 and served from 1986 to 1988 as Mesa's president. Through Batchelder & Partners, Inc., he has advised major investors and companies in the oil and gas industry with respect to multiple complex transactions. Mr. Batchelder has served on the boards of six public companies in which capacities he has chaired multiple board committees and undertaken special board assignments. 2. Mr. Batchelder does not believe that he nor any of his associates would have any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 1999 Annual Meeting of the Shareholders of the Company, other than election to office. (Item 5(a)). 3. Mr. Batchelder is a Managing Member of Relational Investors LLC, ("RILLC"). RILLC is the general partner of Relational, and certain other investment partnerships and manages an investment account on behalf of the David H. Batchelder Trust which in the aggregate beneficially own 1,914,300 shares of the Company's Common Stock. As a Managing Member of RILLC, Mr. Batchelder shares voting and dispositive power with respect to (and therefore may be deemed to beneficially own) 1,914,300 shares of the Company's Common Stock. Other than as described in this paragraph, Mr. Batchelder does not beneficially own, directly or indirectly, and does not have the right to acquire beneficial ownership within sixty (60) days of, any shares of any class of voting securities or equity securities of the Company or any of the Company's parents or subsidiaries. (Item 6(d)). 4. There are no pending legal proceedings in which either Mr. Batchelder or any of his associates is a party adverse to the Company or any of its affiliates or in which either Mr. Batchelder or any of his associates has an interest adverse to the Company or any of its affiliates. (Item 7(a)). 5. Mr. Batchelder does not currently hold any position or office with the Company, and Mr. Batchelder has never served as a director of the Company. (Item 7(b)). 6. There is no arrangement or understanding between Mr. Batchelder and any other person pursuant to which he was or is to be selected as a director or nominee. RILLC is entitled to receive incentive fees with respect to profits, as defined, received by Relational (or any of the other investment partnerships of which RILLC serves as general partner) as a result of investments in the Company's common stock. In general, such incentive fees equal twenty percent (20%) of net profits after the partnership has received a hurdle rate of return. Mr. Batchelder is entitled, through his ownership interest in RILLC, to receive a percentage of RILLC's profits. In addition, Relational and the investment partnerships referenced above reimburse RILLC for its expenses and indemnify it and its affiliates against expenses and liabilities related to their investments. Mr. Batchelder is required to share any compensation he may receive for serving on the Company's Board of Directors with Relational and certain of the other investment partnerships of which RILLC serves as general partner. (Item 7(b)). 7. Mr. Batchelder, age 49, has been the chairman of the board of directors and chief executive officer of Batchelder & Partners, Inc., an investment advisory and consulting firm, since 1988. Mr. Batchelder has been a Managing Member of RILLC, an investment advisory firm, since March of 1996. Mr. Batchelder is a director of Morrison Knudsen Corporation and Apria Healthcare Group Inc. Mr. Batchelder is not aware of any services or products of such companies that could be regarded as competitive with those of the Company. Neither Batchelder & Partners, Inc. nor RILLC is a parent, subsidiary or other affiliate of the Company. (Item 7(b)). 8. Mr. Batchelder does not have any family relationship, by blood, marriage or adoption, to any director, officer or other affiliate of the Company. (Item 7(b)). 9. During the past five years, Mr. Batchelder has not been involved in any legal proceedings described in Item 401(f) of Regulation S-K promulgated by the SEC. (Item 7(b)). 10. Neither Mr. Batchelder nor any member of his immediate family has, and neither Mr. Batchelder nor any member of his immediate family contemplates that he will have, a direct or indirect material interest in any transaction, or series of transactions, since the beginning of the Company's last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is contemplated to be a party, in which the amount involved exceeds $60,000. (Item 7(b)). 11. Neither Mr. Batchelder, nor any member of Mr. Batchelder's immediate family, any corporation or organization of which Mr. Batchelder is an executive officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities or any trust or other estate in which Mr. Batchelder has a substantial beneficial interest or as to which Mr. Batchelder serves as a trustee or in a similar capacity has been indebted to the Company or its subsidiaries at any time since the beginning of the Company's last fiscal year. (Item 7(b)). 12. Mr. Batchelder is not, and during the Company's last fiscal year was not, subject to Section 16 of the Exchange Act with respect to the Company and, accordingly, during the Company's last fiscal year, was not required to file any reports pursuant to Section 16 of the Exchange Act with respect to the Company. (Item 7(b)). 13. Mr. Batchelder is not currently, and during the Company's last fiscal year was not, an officer, director or employee of, and Mr. Batchelder does not currently own, and during the Company's last fiscal year did not own, directly or indirectly, in excess of a 10% equity interest in, any firm, corporation or other business or professional entity (i) which, since the beginning of the Company's last fiscal year, has made, or proposed to make payments to the Company or any of its subsidiaries for property or services, (ii) to which the Company or any of its subsidiaries was indebted at the end of the Company's last fiscal year, or (iii) to which the Company or any of its subsidiaries has, since the beginning of the Company's last fiscal year, made payments, or proposed to make payments, for property or services. (Item 7(c)). 14. Mr. Batchelder is not, and during the Company's last fiscal year has not been, a member of, or of counsel to, a law firm that the Company has retained during the Company's last fiscal year, and Mr. Batchelder is not, and during the Company's last fiscal year has not been, a partner or executive officer of any investment banking firm that has performed services for the Company during the Company's last fiscal year. (Item 7(c)). 15. Mr. Batchelder does not have any other relationships with the Company that are substantially similar in nature and scope to those relationships listed in the above items (13) and (14). (Item 7(c)). 16. During the last three fiscal years, no compensation or personal benefits were awarded to, earned by, or paid to Mr. Batchelder or any member of his immediate family by any person for any services rendered in any capacity to the Company or its subsidiaries. (Item 8). December 11, 1998 Relational Investors, LP 4330 La Jolla Village Drive, Suite 220 San Diego, CA 92122 Gentlemen: This letter confirms my consent to serve as a nominee of Relational Investors, LP to stand for election in the election of members of Nuevo Energy Company's (the "Company") board of directors at the Company's 1999 annual meeting of shareholders. I also hereby confirm my intent and consent to serve on such board of directors if elected. Confirmed: /s/ David H. Batchelder David H. Batchelder -----END PRIVACY-ENHANCED MESSAGE-----