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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
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EOG RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-0684736
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
333 Clay Street
Suite 4200 77002-4103
Houston, Texas
(Address of Principal Executive Offices) (Zip Code)
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 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to 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:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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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)
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 April 11, 2002, EOG Resources, Inc., a Delaware corporation (the
"Company"), and EquiServe Trust Company of New York (the "Rights Agent") entered
into an amendment (the "Amendment") to the Rights Agreement, dated as of
February 14, 2000, as amended, between the Company and the Rights Agent (the
"Rights Agreement"). The Company entered into the Amendment in accordance with
the agreement (the "EOG Share Agreement"), dated as of April 4, 2002, by and
among the Company, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., a
cooperative institution organized under the laws of The Netherlands ("Rabobank")
and Royal Bank of Canada, a corporation organized under the laws of Canada
("RBC") governing various aspects of their future relationships, including
certain obligations of the Company and certain limitations on the actions of
Rabobank and RBC with respect to the Company and on their ability to sell,
transfer, pledge or otherwise dispose of EOG Shares (as defined herein).
The Amendment provides that notwithstanding the existing language of
Section 1(a) of the Rights Agreement, Rabobank will not be deemed an "Acquiring
Person" so long as it beneficially owns, in addition to its beneficial ownership
interest in the EOG Shares (including any direct ownership interest thereof
which may arise as a result of a purchase of the EOG Shares by Rabobank), not
more than 1,500,000 shares in the aggregate of the Company's common stock, par
value $0.01 (the "Company Common Stock"), all of which are beneficially owned as
a result of the ordinary course operations conducted by it or its subsidiaries
which are engaged in the asset management business and such shares are not held
with any purpose or effect of changing or influencing control of Company.
As used herein, "EOG Shares" means 11,500,000 shares of the Company Common
Stock, in which Rabobank acquired a beneficial interest as a result of the
structured finance transactions involving it, RBC and Enron Corp., an Oregon
corporation, and affiliated parties thereof (as the same may be adjusted
pursuant to Section 4 of the EOG Share Agreement and as the amount thereof may
be reduced by any sales, transfers, pledges or other dispositions to purchasers
other than Rabobank or RBC or their respective affiliates).
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 EOG's Registration
Statement on Form 8-A, 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 2 to Amendment No. 1 to EOG's Registration Statement
on Form 8-A/A, 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 (incorporated herein by reference to Exhibit 3 to Amendment No. 2
to EOG's Registration Statement on Form 8-A/A, filed February 7, 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 (incorporated herein by
reference to Exhibit 4 to Amendment No. 2 to EOG's Registration Statement
on Form 8-A/A, filed February 7, 2002).
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 (incorporated herein by reference to Exhibit 5
to Amendment No. 2 to EOG's Registration Statement on Form 8-A/A, filed
February 7, 2002).
6 Amendment, dated as of April 11, 2002, to the Rights Agreement, dated as
of February 14, 2000, as amended, between EOG Resources, Inc. and
EquiServe Trust Company of New York, as rights agent (incorporated herein
by reference to Exhibit 4.1 to the Company's report on Form 8-K filed
April 12, 2002).
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: April 12, 2002 By: /s/ David R. Looney
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Name: David R. Looney
Title: Vice President, Finance
EXHIBIT INDEX
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 EOG's Registration
Statement on Form 8-A, 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 2 to Amendment No. 1 to EOG's Registration Statement
on Form 8-A/A, 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 (incorporated herein by reference to Exhibit 3 to Amendment No. 2
to EOG's Registration Statement on Form 8-A/A, filed February 7, 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 (incorporated herein by
reference to Exhibit 4 to Amendment No. 2 to EOG's Registration Statement
on Form 8-A/A, filed February 7, 2002).
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 (incorporated herein by reference to Exhibit 5
to Amendment No. 2 to EOG's Registration Statement on Form 8-A/A, filed
February 7, 2002).
6 Amendment, dated as of April 11, 2002, to the Rights Agreement, dated as
of February 14, 2000, as amended, between EOG Resources, Inc. and
EquiServe Trust Company of New York, as rights agent (incorporated herein
by reference to Exhibit 4.1 to the Company's report on Form 8-K filed
April 12, 2002).