-----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, ANanxdl55N9vmviMBLUdR1zs/3Klf4HphkgRvHsqkmdoq6sbFwVEo8nfyioZXYkH BedB5RWtJ7JDaG3KMPuhig== 0000821189-02-000004.txt : 20020414 0000821189-02-000004.hdr.sgml : 20020414 ACCESSION NUMBER: 0000821189-02-000004 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020207 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: 02530223 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 form8aa.txt FORM 8 AA AMENDMENT NO. 2 ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 8-A/A AMENDMENT NO. 2 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 20, 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 (as heretofore amended, the "Rights Agreement"). The Amendment amends Section 21 of the Rights Agreement to require that any successor Rights Agent be either a corporation or a trust company organized under the laws of the United States or of any state of the United States, having, either individually or combined with an affiliate, a combined capital and surplus at the time of appointment as Rights Agent of at least $100 million dollars. The foregoing description is qualified in its entirety by reference to the Rights Agreement and the Amendment which are incorporated herein by reference. By letter dated December 13, 2001, the Rights Agent gave 30 days written notice to the Company that the Rights Agent was resigning as Rights Agent under the Rights Agreement. By letter dated December 20, 2001, the Company appointed EquiServe Trust Company, N.A., as successor Rights Agent (the "Successor Rights Agent"). The address of the Successor Rights Agent is 525 Washington Blvd., Jersey City, NJ 07310, Attention: Corporate Actions Administrator. 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 (incorporated herein by reference to Exhibit 1 to the Company's report on Form 8-K filed December 14, 2001). 3 Letter dated December 13, 2001, from First Chicago Trust Company of New York to EOG Resources, Inc. resigning as rights agent effective January 12, 2002. 4 Amendment, dated as of December 20, 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. 5 Letter dated December 20, 2001, from EOG Resources, Inc. to EquiServe Trust Company, N.A. appointing EquiServe Trust Company, N.A. as successor 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: February 6, 2002 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 (incorporated herein by reference to Exhibit 1 to the Company's report on Form 8-K filed December 14, 2001). 3 Letter dated December 13, 2001, from First Chicago Trust Company of New York to EOG Resources, Inc. resigning as rights agent effective January 12, 2002. 4 Amendment, dated as of December 20, 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. 5 Letter dated December 20, 2001, from EOG Resources, Inc. to EquiServe Trust Company, N.A. appointing EquiServe Trust Company, N.A. as successor rights agent. EX-99 3 exhibit3.txt LETTER_FIRST CHICAGO TRUST COMPANY Exhibit 99.3 December 13, 2001 Barry Hunsaker, Jr. SVP & General Counsel EOG Resources, Inc. 333 clay Street, Suite 4200 Houston, Texas 77002-4103 RE: Change of Rights Agent Dear Barry: As you know, as part of the transition to EquiServe Trust Company, N.A. ("EquiServe") as your named transfer agent, EquiServe will also become your Rights Agent. In order to officially become the Rights Agent, it is necessary for the current Rights Agent to resign. Therefore, in accordance with Section 21 of the EOG Resources, Inc. and First Chicago Trust Company of New York, as Rights Agent Agreement (the "Agreement") dated February 14, 2000, EquiServe, as agent for First Chicago Trust Company of New York, hereby provides you with thirty (30) days written notice that First Chicago Trust Company of New York is resigning from its duties as Rights Agent. We note that we will continue as Rights Agent beyond the thirty days if necessary until the appointment of EquiServe as transfer agent and registrar. For those clients who have already appointed EquiServe as transfer agent, it is assumed that the notice requirement is waived. Please note that we will need to revise the rights legend on your certificates to reflect the change of Rights Agent, unless the language on the legend is broad enough to include such change. We propose adding the following language to the end of the legend: "EquiServe Trust Company, N.A. is the successor Rights Agent to the above-referenced Agreement." Please advise if you have any objections to this language. Thanking you in advance for your assistance with this matter. Very truly yours, /s/ Carlos Capellan - ----------------------- Carlos Capellan Senior Account Manager EX-99 4 exhibit4.txt AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT Exhibit 99.4 AMENDMENT NO. 2 TO RIGHTS AGREEMENT 1. General Background. First Chicago Trust Company of New York (the "Rights Agent") and EOG Resources, Inc. ("EOG") have entered into a Rights Agreement, dated February 14, 2000 (as amended, the "Agreement"). The Rights Agent and EOG desire to amend the Agreement in certain respects. 2. Effectiveness. This Amendment shall be effective as of December 20, 2001 (the "Amendment") and all defined terms and definitions in the Agreement shall be the same in the Amendment except as specifically revised by the Amendment. 3. Revision. Section 21 of the Agreement entitled "Change of Rights Agent" is hereby deleted in its entirety and replaced with the following: Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred shares by registered or certified mail and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's Right Certificate for inspection by the company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million dollars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it 2 hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. 4. Except as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of this 20th day of December, 2001. EOG Resources, Inc. First Chicago Trust Co. of New York /s/ David R. Looney /s/ M. J. Foley - ------------------------ ------------------------ By: David R. Looney By: M. J. Foley Title: Vice President Title: Chief Marketing Finance Officer EX-99 5 exhibit5.txt LETTER_EQUISERVE TRUST COMPANY Exhibit 99.5 December 20, 2001 EquiServe 525 Washington Boulevard Jersey City, NJ 07310 Attn: Carlos Capellan Re: Rights Agreement, dated February 14, 2000, between EOG Resources, Inc. (the "Company") and First Chicago Trust Company of New York ("First Chicago"), as amended by the Amendment to Rights Agreement dated December 13, 2001, and by the Amendment No. 2 to Rights Agreement, dated December 20, 2001 (the "Rights Agreement") Dear Sirs: First Chicago has notified the Company that it is resigning as Rights Agent under the Rights Agreement effective January 12, 2002. The purpose of this letter is to reflect our agreement that EquiServe Trust Company, N.A. ("Equiserve") be appointed and serve as successor Rights Agent. Accordingly, pursuant to the provisions of Section 21 of the Rights Agreement, the Company hereby appoints EquiServe as successor Rights Agent under the Rights Agreement, with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under the Rights Agreement. By your execution of this letter, you confirm that (i) you have reviewed the terms of the Rights Agreement, (ii) you meet all the qualifications required under Section 21 of the Rights Agreement to be appointed successor Rights Agent, and (iii) you accept this appointment and agree to act as successor Rights Agent under the Rights Agreement. 2 If the foregoing correctly reflects our agreement, please execute each counterpart of this letter in the space provided below, and return one fully executed counterpart to the undersigned. EOG RESOURCES, INC. By: /s/ DAVID R. LOONEY ---------------------------- Name: David R. Looney Title: Vice President - Finance Agreed and accepted: EQUISERVE TRUST COMPANY, N.A. By: /s/ ANTHONY J. MILO ----------------------- Name: Anthony J. Milo Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----