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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): NOVEMBER 26, 2002
NEWFIELD EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-12534 72-1133047
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(Address of Principal Executive Offices)
(281) 847-6000
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
As previously announced, Newfield Exploration Company ("Newfield")
acquired EEX Corporation ("EEX") on November 26, 2002 by the merger of a wholly
owned subsidiary of Newfield with and into EEX (the "Merger"). It was a
condition to Newfield's obligation to complete the Merger that,
contemporaneously with the Merger, EEX would cause the termination of a gas
sales obligation between one of its subsidiaries and an affiliate of Enron North
America and would effect certain other actions in connection with the
termination of the gas sales obligation (collectively, the "Unwind"). Prior to
the closing of the Merger, Newfield waived EEX's obligation to complete the
Unwind.
Because the completion of the Unwind prior to the scheduled closing of
the Merger remained uncertain, Newfield sought approval from the banks under its
Credit Agreement dated as of May 1, 2001 (the "Credit Agreement") to close the
Merger without completion of the Unwind. Newfield and the banks entered into a
Fourth Amendment Agreement dated as of November 1, 2002 (the "Amendment") that
amended the Credit Agreement to permit the closing of the Merger without
completion of the Unwind. Until completion of the Unwind, the Amendment provides
in general that the borrowing base under the Credit Agreement will be reduced by
the greater of $60 million or the cost to complete the Unwind. Based on current
gas prices, the cost to complete the Unwind is less than $60 million. However,
if gas prices increase significantly, this cost could exceed $60 million.
A copy of the Amendment has been filed with this report as Exhibit
10.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
10.1 Fourth Amendment Agreement dated as of November 1,
2002 among Newfield Exploration Company (the
"Company"), the lenders named therein (the "Banks")
and JPMorgan Chase Bank (formerly The Chase Manhattan
Bank), as Agent (the "Agent"), to the Credit
Agreement dated as of January 23, 2001 among the
Company, the Banks and the Agent, as amended by the
First Amendment Agreement dated as of January 31,
2001, the Second Amendment dated as of May 1, 2001,
the Letter Agreement dated as of March 7, 2002 and
the Third Amendment Agreement dated as of August 22,
2002.
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.
NEWFIELD EXPLORATION COMPANY
By: /s/ BRIAN L. RICKMERS
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Brian L. Rickmers
Controller
Dated: December 5, 2002
EXHIBIT INDEX
Exhibit No. Description
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10.1 Fourth Amendment Agreement dated as of November 1,
2002 among Newfield Exploration Company (the
"Company"), the lenders named therein (the "Banks")
and JPMorgan Chase Bank (formerly The Chase Manhattan
Bank), as Agent (the "Agent"), to the Credit
Agreement dated as of January 23, 2001 among the
Company, the Banks and the Agent, as amended by the
First Amendment Agreement dated as of January 31,
2001, the Second Amendment dated as of May 1, 2001,
the Letter Agreement dated as of March 7, 2002 and
the Third Amendment Agreement dated as of August 22,
2002.