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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
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 Identification Number)
Organization)
333 Clay Street
Suite 4200 77002-4103
Houston, Texas
(Address of Principal Executive (Zip Code)
Offices)
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 securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), 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:
Title of Each Class to be so Name of Each Exchange on Which
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)
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2
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 December 20, 2001, EOG Resources, Inc., a Delaware
corporation (the "Company"), and First Chicago Trust Company of
New York (the "Rights Agent") entered into an amendment (the
"Amendment") to the Rights Agreement, dated as of February 14,
2000, between the Company and the Rights Agent (as heretofore
amended, the "Rights Agreement").
The Amendment amends Section 21 of the Rights Agreement to
require that any successor Rights Agent be either a corporation
or a trust company organized under the laws of the United States
or of any state of the United States, having, either individually
or combined with an affiliate, a combined capital and surplus at
the time of appointment as Rights Agent of at least $100 million
dollars.
The foregoing description is qualified in its entirety by
reference to the Rights Agreement and the Amendment which are
incorporated herein by reference.
By letter dated December 13, 2001, the Rights Agent gave 30
days written notice to the Company that the Rights Agent was
resigning as Rights Agent under the Rights Agreement. By letter
dated December 20, 2001, the Company appointed EquiServe Trust
Company, N.A., as successor Rights Agent (the "Successor Rights
Agent"). The address of the Successor Rights Agent is 525
Washington Blvd., Jersey City, NJ 07310, Attention: Corporate
Actions Administrator.
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
the Company's report on Form 8-K 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 1 to the Company's
report on Form 8-K 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.
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.
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.
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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: February 6, 2002 By: /s/ DAVID R. LOONEY
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Name: David R. Looney
Title: Vice President, Finance
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EXHIBIT INDEX
1 Rights Agreement, dated as of February 14, 2000, between EOG
Resources, Inc. and First Chicago Trust Company of New York
(incorporated herein by reference to Exhibit 1 to the Company's
report on Form 8-K 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 1 to the Company's
report on Form 8-K 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.
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.
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.