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UNITED STATES
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): February 22, 2005

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)
         
Delaware   001-07964   73-0785597
         
(State or other jurisdiction of   Commission   (I.R.S. Employer
incorporation or organization)   File Number   Identification No.)
         
100 Glenborough, Suite 100        
Houston, Texas       77067
         
(Address of principal executive offices)       (Zip Code)

Registrant’s telephone number, including area code: (281) 872-3100

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 2.02. Results of Operations and Financial Condition and Item 8.01. Other Events.

     On February 22, 2005 Noble Energy, Inc. (the “Company”) issued a press release announcing results for the fiscal quarter ended December 31, 2004. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

     The Company’s press release announcing its financial results for its fourth quarter ended December 31, 2004 contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

     The information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

Item 9.01. Financial Statements and Exhibits.

             
(c)
   Exhibits. The following exhibits are furnished as part of this current Report on Form 8-K:
 
            
    99.1     Press Release dated February 22, 2005

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
  NOBLE ENERGY, INC.
 		  
Date: February 22, 2005  By:   /s/ ARNOLD J. JOHNSON    
    Arnold J. Johnson   
    Vice President, General Counsel & Secretary   
 

 

 

INDEX TO EXHIBITS

     
Item   Exhibit
99.1
  Press Release date February 22, 2005