-----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, CBjs2kjeVKFMgcgu53QVnY9WF8v5BvfSvTh7sGd/8gUqWLz0VxK/XgcpljDNjMgV dIKsErjeeYQRFBLXnRm4sg== 0000821189-01-500034.txt : 20020413 0000821189-01-500034.hdr.sgml : 20020413 ACCESSION NUMBER: 0000821189-01-500034 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EOG RESOURCES INC CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09743 FILM NUMBER: 1813703 BUSINESS ADDRESS: STREET 1: 333 CLAY SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002-7361 BUSINESS PHONE: 7136517000 MAIL ADDRESS: STREET 1: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-7361 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OIL & GAS CO DATE OF NAME CHANGE: 19920703 8-A12B/A 1 eogform8aa.txt FORM 8A/A AMENDMENT TO RIGHTS AGREEMENT ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 =========================== FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ============================ EOG RESOURCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 47-0684736 (State or Other Jurisdiction (IRS Employer of Incorporation or Identification Number) Organization) 333 Clay Street Suite 4200 77002-4103 Houston, Texas (Address of Principal Executive (Zip Code) Offices) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective pursuant to is effective pursuant to General Instruction A.(c), General Instruction A.(d), please check the following box. [X] please check the following box. [ ] Securities Act registration statement file number to which this form relates: _______________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class to be so Name of Each Exchange on Which Registered Each Class is to be Registered - ------------------------------- --------------------------------- Preferred Share Purchase Rights New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Each Class) ======================================================================== 2 The undersigned registrant hereby amends its registration statement on Form 8-A filed with the Securities and Exchange Commission on February 18, 2000, as follows: Item 1. Amended and Restated Description of Securities to be Registered. On December 13, 2001, EOG Resources, Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent") entered into an amendment (the "Amendment") to the Rights Agreement, dated as of February 14, 2000, between the Company and the Rights Agent (the "Rights Agreement"). The Amendment amends Section 1(a) of the Rights Agreement to reduce the beneficial ownership threshold at which a person becomes an "Acquiring Person" under the Rights Agreement from 15% of the outstanding shares of the Company's common stock, par value $.01 per share (the "Company Common Stock"), to 10% of the outstanding shares of the Company Common Stock, except as otherwise provided therein, and amends the definition of "Distribution Date" in Section 3(a) of the Rights Agreement to include the commencement of, or the public announcement of an intention to commence, a tender or exchange offer which, if consummated, would result in the beneficial ownership of 10% or more of the outstanding shares of the Company Common Stock, rather than 15%, as provided in the original Rights Agreement. The foregoing description is qualified in its entirety by reference to the Rights Agreement and the Amendment which are incorporated herein by reference. Item 2. Exhibits. 1 Rights Agreement, dated as of February 14, 2000, between EOG Resources, Inc. and First Chicago Trust Company of New York, as rights agent (incorporated herein by reference to Exhibit 1 to the Company's report on Form 8-K filed February 18, 2000). 2 Amendment, dated as of December 13, 2001, to the Rights Agreement, dated as of February 14, 2000, between EOG Resources, Inc. and First Chicago Trust Company of New York, as rights agent. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. EOG RESOURCES, INC. Dated: December 14, 2001 By: /s/ DAVID R. LOONEY ----------------------------------- Name: David R. Looney Title: Vice President, Finance 4 EXHIBIT INDEX 1 Rights Agreement, dated as of February 14, 2000, between EOG Resources, Inc. and First Chicago Trust Company of New York (incorporated herein by reference to Exhibit 1 to the Company's report on Form 8-K filed February 18, 2000). 2 Amendment, dated as of December 13, 2001, to the Rights Agreement, dated as of February 14, 2000, between EOG Resources, Inc. and First Chicago Trust Company of New York, as rights agent. EX-99.1 CHARTER 3 rightsagreementamendment.txt EXHIBIT EXHIBIT 99.1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of December 13, 2001, to the Rights Agreement, dated as of February 14, 2000 by and between EOG Resources, Inc. (the "Company") and First Chicago Trust Company of New York (as Rights Agent) (as heretofore amended, the "Rights Agreement"). WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and WHEREAS, the Board of Directors has determined that it is in the best interest of the Company and its stockholders to amend the Rights Agreement to reduce the beneficial ownership threshold at which a person becomes an "Acquiring Person" from 15% of the outstanding shares of common stock of the Company to 10% of the outstanding shares of common stock of the Company. NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows: 1. Section 1(a) of the Rights Agreement is hereby modified, amended and restated in its entirety as follows: "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of Common Shares of the Company outstanding, increases the proportionate number of Common Shares of the Company beneficially owned by such Person to 10% or more of the Common Shares of the Company then outstanding; provided, however, that, if a Person shall become the Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, (i) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient 2 number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement; and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 10% or more of the Common Shares outstanding, such Person shall not be or become an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), unless and until such time as such Person shall become the Beneficial Owner of additional Common Shares (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), unless, upon becoming the Beneficial Owner of such additional Common Shares, such Person is not then the Beneficial Owner of 10% or more of the Common Shares then outstanding. 2. The reference to 15% in Section 3 (a) of the Rights Agreement shall instead be 10%. * * * IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the day and year first written above. EOG RESOURCES, INC. By: /s/ DAVID R. LOONEY --------------------------------- Name: David R. Looney Title: Vice President, Finance FIRST CHICAGO TRUST COMPANY OF NEW YORK (as Rights Agent) By: /s/ KEVIN LAURITA ---------------------------------- Name: Kevin Laurita Title: Senior Account Manager -----END PRIVACY-ENHANCED MESSAGE-----