As filed with the Securities and Exchange Commission on May 27, 2003
REGISTRATION NO. 333-103349
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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NEWFIELD EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 72-1133047
(State or Other Jurisdiction (IRS Employer
of Incorporation of Identification No.)
Organization)
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(281) 847-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
TERRY W. RATHERT
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
NEWFIELD EXPLORATION COMPANY
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(281) 847-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
JAMES H. WILSON
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002
(713) 758-2222
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: After the
effective date of this registration statement as determined by market conditions
and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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The sole purpose of this filing is to file a new Exhibit 23.2, Consent of Ernst
& Young LLP.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 27th day of May,
2003.
NEWFIELD EXPLORATION COMPANY
By: /s/ Terry W. Rathert
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Terry W. Rathert
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 27th day of May, 2003.
SIGNATURE TITLE
--------- -----
** President and Chief Executive Officer and Director
---------------------------- (Principal Executive Officer)
David A. Trice
/s/ Terry W. Rathert Vice President and Chief Financial Officer
---------------------------- (Principal Financial Officer)
Terry W. Rathert
** Controller (Principal Accounting Officer)
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Brian L. Rickmers
** Director
----------------------------
Philip J. Burguieres
** Director
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Charles W. Duncan, Jr.
** Director
----------------------------
Joe B. Foster
** Director
----------------------------
Claire S. Farley
SIGNATURE TITLE
--------- -----
** Director
----------------------------
Dennis R. Hendrix
Director
----------------------------
John Randolph Kemp
** Director
----------------------------
Howard H. Newman
** Director
----------------------------
Thomas G. Ricks
** Director
----------------------------
David F. Schaible
** Director
----------------------------
C.E. Shultz
** By: /s/ Terry W. Rathert
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Terry W. Rathert,
Attorney-in-Fact