POS AM 1 0001.txt EOG RESOURCES, INC. - POST-EFFECTIVE AMENDMENT #1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2000 REGISTRATION NUMBER 333-36056 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EOG RESOURCES, INC. (Exact name of registrants as specified in their charters) DELAWARE 1311 47-0684736 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.)
1200 SMITH STREET, SUITE 300 HOUSTON, TEXAS 77002 (713) 651-7000 (Address, including zip code, and telephone number, including area code, of principal executive offices) BARRY HUNSAKER, JR. EOG RESOURCES, INC. 1200 SMITH STREET, SUITE 300 HOUSTON, TEXAS 77002 TELEPHONE: (713) 651-6940 FACSIMILE: (713) 651-6987 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: ARTHUR H. ROGERS FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 TELEPHONE: (713) 651-5151 FACSIMILE: (713) 651-5246 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration Number 333-36056 declared effective on June 7, 2000. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE EOG Resources, Inc. (the "Company") is filing this post-effective amendment for the sole purpose of filing a corrected exhibit, the Letter of Transmittal, which was filed as Exhibit 99.1 to the Company's Registration Statement on Form S-4 (Reg. No. 333-36056). The Registration Statement was declared effective by the Commission on June 7, 2000. 3 ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1(a) -- Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to EOG's Registration Statement on Form S-1 (Registration No. 33-30678), filed August 24, 1989). 3.1(b) -- Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(b) to EOG's Registration Statement on Form S-8 (No. 33-52201), filed February 8, 1994). 3.1(c) -- Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(c) to EOG's Registration Statement on Form S-8 (No. 33-58103), filed March 15, 1995). 3.1(d) -- Certificate of Amendment of Restated Certificate of Incorporation, dated June 11, 1996 (incorporated by reference to Exhibit 3(d) to EOG's Registration Statement on Form S-3 (No. 333-09919), filed August 9, 1996). 3.1(e) -- Certificate of Amendment of Restated Certificate of Incorporation, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to EOG's Registration Statement on Form S-3 (No. 333-44785), filed January 23, 1998). 3.1(f) -- Certificate of Ownership and Merger, dated August 26, 1999 (incorporated by reference to Exhibit 3.1(f) to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). 3.1(g) -- Certificate of Designations, Preferences and Rights of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series A, dated December 8, 1999 (incorporated by reference to Exhibit 3.1(g) to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). 3.1(h) -- Certificate of Designations, Preferences and Rights of Flexible Money Market Cumulative Preferred Stock, Series C, dated December 20, 1999 (incorporated by reference to Exhibit 3.1(h) to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). 3.1(i) -- Certificate of Designations of Series E Junior Participating Preferred Stock, dated February 14, 2000 (incorporated by reference to Exhibit 2 to EOG's Registration Statement on Form 8-A, filed February 18, 2000). **3.1(j) -- Form of Certificate of Designations, Preferences and Rights of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B. 3.2 -- By-laws, dated August 23, 1989, as amended December 12, 1990, February 8, 1994, January 19, 1996, February 13, 1997, May 5, 1998, September 7, 1999 and February 14, 2000 (incorporated by reference to Exhibit 3.1 to EOG's Current Report on Form 8-K, filed February 18, 2000). 4.1 -- Rights Agreement, dated as of February 14, 2000, between EOG Resources, Inc. and First Chicago Trust Company of New York (incorporated by reference to Exhibit 1 to EOG's Registration Statement on Form 8-A, filed February 18, 2000). 4.3(a) -- Amended and Restated 1994 Stock Plan (incorporated by reference to Exhibit 4.3 to EOG's Registration Statement on Form S-8 (No. 33-58103), filed March 15, 1995).
4
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.3(b) -- Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 12, 1995 (incorporated by reference to Exhibit 4.3(a) to EOG's Annual Report on Form 10-K for the year ended December 31, 1995). 4.3(c) -- Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 10, 1996 (incorporated by reference to Exhibit 4.3(a) to EOG's Registration Statement on Form S-8 (No. 333-20841), filed January 31, 1997). 4.3(d) -- Third Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 9, 1997 (incorporated by reference to Exhibit 4.3(d) to EOG's Annual Report on Form 10-K for the year ended December 31, 1997). 4.3(e) -- Fourth Amendment to Amended and Restated 1994 Stock Plan, dated effective as of May 5, 1998 (incorporated by reference to Exhibit 4.3(e) to EOG's Annual Report on Form 10-K for the year ended December 31, 1998). 4.3(f) -- Fifth Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 8, 1998 (incorporated by reference to Exhibit 4.3(f) to EOG's Annual Report on Form 10-K for the year ended December 31, 1998). **4.3(g) -- Form of stock certificate representing the Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B. **5.1 -- Opinion of Fulbright & Jaworski L.L.P. 12 -- Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). **23.1 -- Consent of DeGolyer and MacNaughton. **23.2 -- Consent of Arthur Andersen LLP **23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). **24 -- Powers of Attorney. *99.1 -- Letter of Transmittal. **99.2 -- Purchase Agreement, dated December 7, 1999, by and among the Company and Lehman Brothers Inc., Banc of America Securities LLC and Goldman, Sachs & Co. **99.3 -- Registration Rights Agreement, dated as of December 10, 1999, among the Company and Lehman Brothers, Inc., Banc of America Securities LLC and Goldman, Sachs & Co.
--------------- * Filed herewith. ** Previously filed. (b) Financial Statement Schedules. All schedules for which provision is made in applicable accounting regulations of the SEC have been omitted as the schedules are either not required under the related instructions, are not applicable or the information required thereby is set forth in the Company's Consolidated Financial Statements or the Notes thereto. 5 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 15, 2000. EOG RESOURCES, INC. By: /s/ DAVID R. LOONEY ---------------------------------- David R. Looney Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed as of the 15th day of June, 2000 by the following persons in the capacities indicated.
SIGNATURE TITLE --------- ----- /s/ MARK G. PAPA Chairman of the Board, Chief Executive ----------------------------------------------------- Officer (Principal Executive Officer), Mark G. Papa Director /s/ TIMOTHY K. DRIGGERS Vice President and Controller (Principal ----------------------------------------------------- Accounting Officer) Timothy K. Driggers /s/ DAVID R. LOONEY Vice President, Finance (Principal ----------------------------------------------------- Financial Officer) David R. Looney * Director ----------------------------------------------------- Fred C. Ackman * Director ----------------------------------------------------- Edward Randall, III * Director ----------------------------------------------------- Edmund P. Segner, III * Director ----------------------------------------------------- Frank G. Wisner *By /s/ BARRY HUNSAKER, JR. ------------------------------------------------- Barry Hunsaker, Jr. (Attorney-in-fact for persons named)
6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1(a) -- Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to EOG's Registration Statement on Form S-1 (Registration No. 33-30678), filed August 24, 1989). 3.1(b) -- Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(b) to EOG's Registration Statement on Form S-8 (No. 33-52201), filed February 8, 1994). 3.1(c) -- Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1(c) to EOG's Registration Statement on Form S-8 (No. 33-58103), filed March 15, 1995). 3.1(d) -- Certificate of Amendment of Restated Certificate of Incorporation, dated June 11, 1996 (incorporated by reference to Exhibit 3(d) to EOG's Registration Statement on Form S-3 (No. 333-09919), filed August 9, 1996). 3.1(e) -- Certificate of Amendment of Restated Certificate of Incorporation, dated May 7, 1997 (incorporated by reference to Exhibit 3(e) to EOG's Registration Statement on Form S-3 (No. 333-44785), filed January 23, 1998). 3.1(f) -- Certificate of Ownership and Merger, dated August 26, 1999 (incorporated by reference to Exhibit 3.1(f) to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). 3.1(g) -- Certificate of Designations, Preferences and Rights of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series A, dated December 8, 1999 (incorporated by reference to Exhibit 3.1(g) to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). 3.1(h) -- Certificate of Designations, Preferences and Rights of Flexible Money Market Cumulative Preferred Stock, Series C, dated December 20, 1999 (incorporated by reference to Exhibit 3.1(h) to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). 3.1(i) -- Certificate of Designations of Series E Junior Participating Preferred Stock, dated February 14, 2000 (incorporated by reference to Exhibit 2 to EOG's Registration Statement on Form 8-A, filed February 18, 2000). **3.1(j) -- Form of Certificate of Designations, Preferences and Rights of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B. 3.2 -- By-laws, dated August 23, 1989, as amended December 12, 1990, February 8, 1994, January 19, 1996, February 13, 1997, May 5, 1998, September 7, 1999 and February 14, 2000 (incorporated by reference to Exhibit 3.1 to EOG's Current Report on Form 8-K, filed February 18, 2000). 4.1 -- Rights Agreement, dated as of February 14, 2000, between EOG Resources, Inc. and First Chicago Trust Company of New York (incorporated by reference to Exhibit 1 to EOG's Registration Statement on Form 8-A, filed February 18, 2000). 4.3(a) -- Amended and Restated 1994 Stock Plan (incorporated by reference to Exhibit 4.3 to EOG's Registration Statement on Form S-8 (No. 33-58103), filed March 15, 1995). 4.3(b) -- Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 12, 1995 (incorporated by reference to Exhibit 4.3(a) to EOG's Annual Report on Form 10-K for the year ended December 31, 1995).
7
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.3(c) -- Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 10, 1996 (incorporated by reference to Exhibit 4.3(a) to EOG's Registration Statement on Form S-8 (No. 333-20841), filed January 31, 1997). 4.3(d) -- Third Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 9, 1997 (incorporated by reference to Exhibit 4.3(d) to EOG's Annual Report on Form 10-K for the year ended December 31, 1997). 4.3(e) -- Fourth Amendment to Amended and Restated 1994 Stock Plan, dated effective as of May 5, 1998 (incorporated by reference to Exhibit 4.3(e) to EOG's Annual Report on Form 10-K for the year ended December 31, 1998). 4.3(f) -- Fifth Amendment to Amended and Restated 1994 Stock Plan, dated effective as of December 8, 1998 (incorporated by reference to Exhibit 4.3(f) to EOG's Annual Report on Form 10-K for the year ended December 31, 1998). **4.3(g) -- Form of stock certificate for Series B preferred stock. **5.1 -- Opinion of Fulbright & Jaworski L.L.P. 12 -- Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to EOG's Annual Report on Form 10-K for the year ended December 31, 1999). **23.1 -- Consent of DeGolyer and MacNaughton. **23.2 -- Consent of Arthur Andersen LLP **23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). **24 -- Powers of Attorney. *99.1 -- Letter of Transmittal. **99.2 -- Purchase Agreement, dated December 7, 1999, by and among the Company and Lehman Brothers Inc., Banc of America Securities LLC and Goldman, Sachs & Co. **99.3 -- Registration Rights Agreement, dated as of December 10, 1999, among the Company and Lehman Brothers, Inc., Banc of America Securities LLC and Goldman, Sachs & Co.
--------------- * Filed herewith. ** Previously filed.