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): August 8, 2002
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) Number) Identification No.)
363 N. Sam Houston Parkway E., Suite 2020
Houston, Texas 77060
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (281) 847-6000
Item 5. Other Events
On August 8, 2002, Newfield Exploration Company (the "Company") agreed
to offer, issue and sell $250 million of its 8 3/8% Senior Subordinated Notes
due 2012 (the "Notes") pursuant to, and subject to the terms and conditions set
forth in, an underwriting agreement and a pricing agreement with the
underwriters of the offering. The Notes are to be issued under a Subordinated
Indenture dated as of December 10, 2001 between the Company and Wachovia Bank,
National Association (formerly known as First Union National Bank), as Trustee
(the "Indenture"), as supplemented by the First Supplemental Indenture to be
dated as of August 13, 2002. Closing of the issuance and sale of the Notes is
scheduled for August 13, 2002.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement dated as of August 8, 2002.
1.2 Pricing Agreement dated as of August 8, 2002 among the
Company, UBS Warburg LLC, as representative of the several
underwriters named therein, and Wachovia Securities, Inc., as
qualified independent underwriter.
1.3 Escrow Agreement to be dated as of August 13, 2002 among UBS
Warburg LLC, as representative of the Underwriters, Wachovia
Bank, National Association, as Trustee, and Wachovia Bank,
National Association, as Escrow Agent.
4.1 Subordinated Indenture dated as of December 10, 2001 between
the Company and Wachovia Bank, National Association (formerly
known as First Union National Bank), as Trustee (incorporated
herein by reference to Exhibit 4.5 to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No.
333-71348)).
4.2 Form of First Supplemental Indenture to be dated as of August
13, 2002 between the Company and Wachovia Bank, National
Association, as Trustee.
4.3 Form of 8 3/8% Senior Subordinated Note due 2012 (included
in Exhibit 4.2 hereto).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto).
25.1 Form T-1 Statement of Eligibility of Trustee under the Trust
Indenture Act of 1939 of First Union National Bank (now known
as Wachovia Bank, National Association) (incorporated herein
by reference to Exhibit 25.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No.
333-71348)).
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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
-------------------------------------
Terry W. Rathert
Vice President and
Chief Financial Officer
Dated: August 12, 2002
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement dated as of August 8, 2002.
1.2 Pricing Agreement dated as of August 8, 2002 among the
Company, UBS Warburg LLC, as representative of the several
underwriters named therein, and Wachovia Securities, Inc., as
qualified independent underwriter.
1.3 Escrow Agreement to be dated as of August 13, 2002 among UBS
Warburg LLC, as representative of the Underwriters, Wachovia
Bank, National Association, as Trustee, and Wachovia Bank,
National Association, as Escrow Agent.
4.1 Subordinated Indenture dated as of December 10, 2001 between
the Company and Wachovia Bank, National Association (formerly
known as First Union National Bank), as Trustee (incorporated
herein by reference to Exhibit 4.5 to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No.
333-71348)).
4.2 Form of First Supplemental Indenture to be dated as of August
13, 2002 between the Company and Wachovia Bank, National
Association, as Trustee.
4.3 Form of 8 3/8% Senior Subordinated Note due 2012 (included
in Exhibit 4.2 hereto).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto).
25.1 Form T-1 Statement of Eligibility of Trustee under the Trust
Indenture Act of 1939 of First Union National Bank (now known
as Wachovia Bank, National Association) (incorporated herein
by reference to Exhibit 25.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No.
333-71348)).