Eog Resources Inc
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EOG RESOURCES INC FORM 8-K (Unscheduled Material Events) Filed 2/18/2000 For Period Ending 2/14/2000 Address 333 CLAY SUITE 4200 HOUSTON, Texas 77002-7361 Telephone 713-651-7000 CIK 0000821189 Industry Oil & Gas Operations Sector Energy Fiscal Year 12/31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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): February 14, 2000 EOG RESOURCES, INC. (formerly Enron Oil & Gas Company) (Exact name of registrant as specified in its charter) DELAWARE 1-9743 47-0684736 (State or other jurisdiction (Commission File I.R.S. Employer of incorporation or organization) Number) Identification No.) 1200 SMITH STREET SUITE 300 77002 HOUSTON, TEXAS (Zip code) (Address of principal executive offices) 713/651-7000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. (a) Adoption of Rights Plan. On February 14, 2000, the Board of Directors of EOG Resources, Inc., a Delaware corporation (the "Company"), authorized and declared a dividend distribution of one right (a "Right") for each outstanding share of the Company's common stock, par value $.01 per share ("Common Stock"), to stockholders of record as of the close of business on February 24, 2000 (the "Record Date"). Until the Rights become exercisable, all issuances of Common Stock after the Record Date, including Common Stock issuable upon exercise of outstanding options, will include issuances of Rights. The Rights will be issued pursuant to a Rights Agreement, dated as of February 14, 2000, between the Company and First Chicago Trust Company of New York, as Rights Agent, as the same may be amended from time to time. Each Right entitles its registered holder to purchase from the Company one one-hundredth (1/100) of a share of Series E Junior Participating Preferred Stock ("Junior Participating Preferred Stock") of the Company at an exercise price of $90, subject to certain adjustments. The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and the exhibits thereto, which have been filed as an exhibit to our Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 18, 2000 and are incorporated herein by reference. The Certificate of Designations of the Junior Participating Preferred Stock and the Form of Right Certificate have been filed as exhibits to our Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 18, 2000 and are incorporated herein by reference. (b) Amendment to By-laws. On February 14, 2000, the Board of Directors further amended the By-laws of the Company to establish the procedures by which the Company's stockholders may act by written consent without a meeting. Upon receipt of a request for a record date for a stockholder action by written consent which complies with the requirements of the amended By-laws, the amended By-laws provide for the setting of a record date and procedures for determining the sufficiency of such action by written consent. The By-laws were also amended to provide that (i) special meetings of stockholders may be called only by the Chairman of the Board or by a majority of the Board of Directors and (ii) the books and records of the Company may be kept outside the State of Delaware. Previously, on September 7, 1999, the Board of Directors amended the By-laws to increase the mandatory retirement age for current Directors to 75 years of age. The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the By-laws, as amended and restated effective as of February 14, 2000, which is attached as an exhibit hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 3.1 By-Laws of EOG Resources, Inc., as amended and restated effective as of February 14, 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 the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on February 18, 2000). 5.1 Certificate of Designations of Series E Junior Participating Preferred Stock, dated February 14, 2000 (incorporated by reference to Exhibit 2 to the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on February 18, 2000). 6.1 Form of Right Certificate (incorporated by reference to Exhibit 3 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 18, 2000). 99.1 Press Release, dated February 14, 2000. SIGNATURE 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 thereunto duly authorized. EOG RESOURCES, INC. Date: February 18, 2000 By: /s/ W. C. Wilson -------------------- Walter C. Wilson Senior Vice President and Chief Financial Officer EXHIBIT INDEX 3.1 By-Laws of EOG Resources, Inc., as amended and restated effective as of February 14, 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 the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on February 18, 2000). 5.1 Certificate of Designations of Series E Junior Participating Preferred Stock, dated February 14, 2000 (incorporated by reference to Exhibit 2 to the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on February 18, 2000). 6.1 Form of Right Certificate (incorporated by reference to Exhibit 3 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 18, 2000). 99.1 Press Release, dated February 14, 2000. EXHIBIT 3.1 BYLAWS OF EOG RESOURCES, INC. A Delaware Corporation Date of Adoption: August 23, 1989 As Amended: December 12, 1990, February 8, 1994, January 19, 1996, February 13, 1997, May 5, 1998, September 7, 1999, February 14, 2000. BYLAWS Table of Contents Page ---- Article I. Offices Section 1. Registered Office 1 Section 2. Offices 1 Section 3. Books and Records 1 Article II. Stockholders Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Date 2 Section 6. Notice of Meetings 3 Section 7. Stockholder List 3 Section 8. Proxies 3 Section 9. Voting; Elections; Inspectors 4 Section 10. Conduct of Meetings 5 Section 11. Treasury Stock 5 Section 12. Business to Be Brought Before the Annual Meeting 5 Section 13. Record Date for Action by Written Consent 6 Section 14. Inspectors of Written Consent 7 Section 15. Effectiveness of Written Consent 7 Article III. Board of Directors Section 1. Power; Number; Term of Office 6 Section 2. Quorum; Voting 7 Section 3. Place of Meetings; Order of Business 7 Section 4. First Meeting 7 Section 5. Regular Meetings 7 Section 6. Special Meetings 7 Section 7. Nomination of Directors 8 Section 8. Removal 9 Section 9. Vacancies; Increases in the Number of Directors 9 Section 10. Compensation 9 Section 11. Action Without a Meeting; Telephone Conference Meeting 9 i Section 12. Approval or Ratification of Acts or Contracts by Stockholders 10 Section 13. Retirement 10 Article IV. Committees Section 1. Executive Committee 10 Section 2. Audit Committee 11 Section 3. Other Committees 11 Section 4. Procedure; Meetings; Quorum 11 Section 5. Substitution and Removal of Members; Vacancies 11 Article V. Officers Section 1. Number, Titles and Term of Office 12 Section 2. Powers and Duties of the Chairman of the Board 12 Section 3. Powers and Duties of the President, President-North American Operations, and President-International Operations 12 Section 4. Powers and Duties of the Vice Chairman of the Board 13 Section 5. Vice Presidents 13 Section 6. General Counsel 13 Section 7. Secretary 14 Section 8. Deputy Corporate Secretary and Assistant Secretaries 14 Section 9. Treasurer 14 Section 10. Assistant Treasurers 14 Section 11. Action with Respect to Securities of Other Corporations 15 Section 12. Delegation 15 Article VI. Capital Stock Section 1. Certificates of Stock 15 Section 2. Transfer of Shares 16 Section 3. Ownership of Shares 16 Section 4. Regulations Regarding Certificates 16 Section 5. Lost or Destroyed Certificates 16 Article VII. Miscellaneous Provisions Section 1. Fiscal Year 16 Section 2. Corporate Seal 16 ii Section 3. Notice and Waiver of Notice 17 Section 4. Facsimile Signatures 17 Section 5. Reliance upon Books, Reports and Records 17 Section 6. Application of Bylaws 18 Article VIII. Amendments 18 iii BYLAWS OF EOG RESOURCES, INC. Article I Offices Section 1. Registered Office. The registered office of the Corporation required by the General Corporation Law of the State of Delaware to be maintained in the State of Delaware shall be the registered office named in the original Certificate of Incorporation of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the manner provided by law. Section 2. Offices. The Corporation may also have offices at such other places both within and without the state of incorporation of the Corporation as the Board of Directors may from time to time determine or the business of the Corporation may required.