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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
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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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 13, 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 (the "Rights
Agreement").
The Amendment amends Section 1(a) of the Rights Agreement to
reduce the beneficial ownership threshold at which a person
becomes an "Acquiring Person" under the Rights Agreement from 15%
of the outstanding shares of the Company's common stock, par value
$.01 per share (the "Company Common Stock"), to 10% of the outstanding
shares of the Company Common Stock, except as otherwise provided
therein, and amends the definition of "Distribution Date" in Section
3(a) of the Rights Agreement to include the commencement of, or the
public announcement of an intention to commence, a tender or
exchange offer which, if consummated, would result in the
beneficial ownership of 10% or more of the outstanding shares of
the Company Common Stock, rather than 15%, as provided in the
original Rights Agreement.
The foregoing description is qualified in its entirety by
reference to the Rights Agreement and the Amendment which are
incorporated herein by reference.
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.
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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: December 14, 2001 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.