SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 29, 2002
EEX Corporation
(Exact Name of Registrant as Specified in Charter)
Texas 1-12905 75-2421863
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2500 CityWest Blvd.
Suite 1400
Houston, Texas 77042
(Address and Zip Code of Principal Executive Offices)
(713) 243-3100
(Registrant's telephone number, including area code)
Item 5. Other Events.
On May 29, 2002, EEX Corporation issued a press release announcing that
it has entered into a definitive merger agreement with Newfield Exploration
Company. The press release is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Exhibit
4.1* Second Amendment to Rights Agreement, dated May 13, 2002,
among EEX Corporation, Harris Trust Company of New York and
Computershare Investor Services, LLC.
4.2* Third Amendment to Rights Agreement, dated May 29, 2002 by and
between EEX Corporation and Computershare Investor Services,
LLC.
10.1 Agreement and Plan of Merger, dated as of May 29, 2002, by and
among Newfield Exploration Company, Newfield Operating Company
and EEX Corporation (incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K of Newfield Exploration Company
filed with the Securities and Exchange Commission under CIK
0000912750 on May 30, 2002).
10.2* Credit Agreement, dated as of May 28, 2002 among EEX Operating
L.P., as Borrower and an Obligor, EEX Corporation, as an
additional Obligor, JPMorgan Chase Bank, as Administrative
Agent, Canadian Imperial Bank of Commerce, as Syndication
Agent, J.P. Morgan Securities Inc., as Lead Arranger and Sole
Bookrunner, CIBC World Markets Corp., as Co-Arranger, and the
Lenders signatory thereto.
10.3* Guarantee and Collateral Agreement, dated as of May 28, 2002
made by each of the Grantors defined therein in favor of
JPMorgan Chase Bank, as Administrative Agent.
10.4* Form of Mortgage, Assignment of Production, Security Agreement
and Financing Statement executed by EEX Operating L.P. and EEX
Corporation to JPMorgan Chase Bank, as Administrative Agent.
Exhibit
Number Exhibit
10.5* Form of Mortgage, Deed of Trust, Assignment of Production,
Security Agreement and Financing Statement executed by EEX
Operating L.P. and EEX Corporation to Robert C. Mertensotto,
as Trustee for the benefit of JPMorgan Chase Bank, as
Administrative Agent.
99.1* Press release dated May 29, 2002 entitled "EEX Announces
Merger with Newfield Exploration Company."
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*Filed herewith.
[SIGNATURE PAGE TO FOLLOW]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EEX CORPORATION
Date: June 6, 2002 By: /s/ T.E. Coats
---------------------------------
Name: T. E. Coats
Title: Vice President and Controller
EXHIBIT INDEX
Exhibit
Number Exhibit
4.1* Second Amendment to Rights Agreement, dated May 13, 2002,
among EEX Corporation, Harris Trust Company of New York and
Computershare Investor Services, LLC.
4.2* Third Amendment to Rights Agreement, dated May 29, 2002 by and
between EEX Corporation and Computershare Investor Services,
LLC.
10.1 Agreement and Plan of Merger, dated as of May 29, 2002, by and
among Newfield Exploration Company, Newfield Operating Company
and EEX Corporation (incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K of Newfield Exploration Company
filed with the Securities and Exchange Commission under CIK
0000912750 on May 30, 2002).
10.2* Credit Agreement, dated as of May 28, 2002 among EEX Operating
L.P., as Borrower and an Obligor, EEX Corporation, as an
additional Obligor, JPMorgan Chase Bank, as Administrative
Agent, Canadian Imperial Bank of Commerce, as Syndication
Agent, J.P. Morgan Securities Inc., as Lead Arranger and Sole
Bookrunner, CIBC World Markets Corp., as Co-Arranger, and the
Lenders signatory thereto.
10.3* Guarantee and Collateral Agreement, dated as of May 28, 2002
made by each of the Grantors defined therein in favor of
JPMorgan Chase Bank, as Administrative Agent.
10.4* Form of Mortgage, Assignment of Production, Security Agreement
and Financing Statement executed by EEX Operating L.P. and EEX
Corporation to JPMorgan Chase Bank, as Administrative Agent.
10.5* Form of Mortgage, Deed of Trust, Assignment of Production,
Security Agreement and Financing Statement executed by EEX
Operating L.P. and EEX Corporation to Robert C. Mertensotto,
as Trustee for the benefit of JPMorgan Chase Bank, as
Administrative Agent.
99.1* Press release dated May 29, 2002 entitled "EEX Announces
Merger with Newfield Exploration Company."
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*Filed herewith.