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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: November 27, 2002
(Date of earliest event reported: November 26, 2002)
NEWFIELD EXPLORATION COMPANY
(Name of Registrant as specified in its charter)
DELAWARE 1-12534 72-1133047
State or other jurisdiction of (Commission File Number) I.R.S. Employer
incorporation or organization) Identification No.)
363 N. SAM HOUSTON PKWY. E., SUITE 2020
HOUSTON, TEXAS 77060
(Address of Registrant's principal executive offices)
(281)-847-6000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 26, 2002, Newfield Exploration Company ("Newfield")
acquired EEX Corporation ("EEX") pursuant to a stock-for-stock merger (the
"Merger") in which Newfield Operating Company, a wholly owned subsidiary of
Newfield, merged with and into EEX, with EEX surviving as a wholly owned
subsidiary of Newfield. At the time of the Merger, each outstanding share of EEX
common stock was converted into .05703 of a share of Newfield common stock,
subject to the right of holders of EEX common stock to elect to receive units in
a newly formed royalty trust in lieu of shares of Newfield common stock. Each
such unit received reduced the number of shares of Newfield common stock that
would have otherwise been received by .00054 of a share. The outstanding shares
of EEX preferred stock were converted into an aggregate of 4,700,000 shares of
Newfield common stock. A total of approximately 7.1 million shares of Newfield
common stock were issued in connection with the Merger, representing
approximately 12.7% of the total number shares of Newfield common stock (on a
fully diluted basis) outstanding following the completion of the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of the business acquired:
The required financial statements and other financial
information of EEX will be filed by amendment as soon as
practicable, but not later than 60 days after the date that
this initial report on Form 8-K is required to be filed.
(b) Pro forma financial information:
The required pro forma financial statements and other
financial information for the Merger will be filed by
amendment as soon as practicable, but not later than 60 days
after the date that this initial report on Form 8-K is
required to be filed.
(c) Exhibits:
99.1 Press Release dated November 26, 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 CORPORATION
Date: November 27, 2002 By: /s/ TERRY W. RATHERT
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Name: Terry W. Rathert
Title: Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
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99.1 Press Release dated November 26, 2002.