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
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NEWFIELD EXPLORATION COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-12534 72-1133047
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS
(Address of principal executive offices) 77060
(Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 847-6000
Item 5. Other Events
See Press Release attached as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c. Exhibits.
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.
10.2 Voting Agreement and Irrevocable Proxy, dated as of
May 29, 2002, by and among Newfield Exploration
Company, Warburg, Pincus Equity Partners, L.P.,
Warburg, Pincus Netherlands Equity Partners I, C.V.,
Warburg, Pincus Netherlands Equity Partners II, C.V.,
Warburg, Pincus Netherlands Equity Partners III,
C.V., Thomas M Hamilton, David R. Henderson and
Richard S. Langdon and David A. Trice and Terry W.
Rathert.
10.3 Registration Rights Agreement, dated as of May 29,
2002, by and between Newfield Exploration Company,
Warburg, Pincus Equity Partners, L.P., Warburg,
Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V. and
Warburg, Pincus Netherlands Equity Partners III, C.V.
10.4 Bridge Loan Financing Commitment Letter, dated May
29, 2002, by and among Newfield Exploration Company,
UBS AG, Stamford Branch and UBS Warburg LLC.
99.1 Press Release dated May 29, 2002.
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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/ Terry W. Rathert
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Name: Terry W. Rathert
Title: Vice President, Chief Financial
Officer and Secretary
Dated: May 30, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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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.
10.2 Voting Agreement and Irrevocable Proxy, dated as of May 29,
2002, by and among Newfield Exploration Company, Warburg,
Pincus Equity Partners, L.P., Warburg, Pincus Netherlands
Equity Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V., Warburg, Pincus Netherlands Equity Partners
III, C.V., Thomas M Hamilton, David R. Henderson and Richard
S. Langdon and David A. Trice and Terry W. Rathert.
10.3 Registration Rights Agreement, dated as of May 29, 2002, by
and between Newfield Exploration Company, Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity Partners
II, C.V. and Warburg, Pincus Netherlands Equity Partners III,
C.V.
10.4 Bridge Loan Financing Commitment Letter, dated May 29, 2002,
by and among Newfield Exploration Company, UBS AG, Stamford
Branch and UBS Warburg LLC.
99.1 Press Release dated May 29, 2002.