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: December 11, 2002
_______________
EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9743 47-0684736
(State or other (Commission (I.R.S. Employer
jurisdiction File Identification No.)
of incorporation or Number)
organization)
333 Clay
Suite 4200 77002
Houston, Texas (Zip code)
(Address of principal
executive offices)
713/651-7000
(Registrant's telephone number, including area code)
EOG RESOURCES, INC.
Item 5. Other Events.
On December 10, 2002, EOG Resources, Inc., a Delaware
corporation ("EOG" or the "Company"), entered into an
amendment (the "Amendment") to its Rights Agreement, dated as
of February 14, 2000, as amended, between the Company and
EquiServe Trust Company, N.A. (as Rights Agent) (the "Rights
Agreement") to create an exception to the definition of
"Acquiring Person" to permit a qualified institutional
investor to "Beneficially Own" 10% or more but less than 15%
of the Company's common stock, par value $.01 per share (the
"Company Common Stock") then outstanding without being deemed
an Acquiring Person if such institutional investor meets the
following requirements: (1) such institutional investor is
described in Rule 13d-1(b)(1) promulgated under the Securities
Exchange Act of 1934 and is eligible to report (and does in
fact report) beneficial ownership of Common Stock on Schedule
13G; (2) such institutional investor is not required to file a
Schedule 13D (or any successor or comparable report) with
respect to its beneficial ownership of Company Common Stock;
and (3) such institutional investor does not Beneficially Own
15% or more of the Company Common Stock then outstanding.
Under the terms of the Rights Agreement, a "Person" (other
than the Company, any subsidiary of the Company, any employee
benefit plan of the Company or any subsidiary of the Company,
or any entity holding Company Common Stock for or pursuant to
the terms of any such plan) who does not meet the
aforementioned exception is deemed an Acquiring Person if such
Person is the Beneficial Owner of 10% or more of the Company
Common Stock.
A copy of the Amendment is set forth as Exhibit 4.1 to
this Current Report on Form 8-K and is incorporated by
reference herein. The foregoing is qualified in its entirety
by reference to the Amendment.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.1 Amendment, dated as of December 10, 2002, to the
Rights Agreement, dated as of February 14, 2000, between EOG
and EquiServe Trust Company, N.A., as amended.
Item 9. Regulation FD Disclosure
Natural Gas and Crude Oil Financial Price Swap and Collar Contracts
I. Natural Gas Financial Price Swap and Collar Contracts -
Presented below is a summary of EOG's natural gas financial
price swap and collar contracts. EOG accounts for
these price swap and collar contracts utilizing the mark-to-
market accounting method.
(a) Price Swaps
EOG had price swaps in place, which are closed, covering
notional volumes of 200,000 MMBtud at an average price
of $3.13 per MMBtu for October 2002 and notional volumes
of 75,000 MMBtud at an average price of $3.35 per MMBtu
for November and December 2002.
(b) Costless Collars
EOG had costless collar contracts in place covering notional
volumes of 100,000 MMBtud with a floor price of $3.10 per
MMBtu and ceiling prices that averaged $3.43 per MMBtu for
October 2002. These contracts closed at a settlment price
greater than the ceiling price.
For the period February 2003 through December 2003, EOG
has a costless collar contract in place with the following
floor and ceiling prices covering notional volumes of
25,000 MMBtud:
Floor Price Ceiling Price
2003 ($/MMBtu) ($/MMBtu)
February $ 4.19 $ 5.05
March $ 4.08 $ 5.00
April $ 3.88 $ 4.80
May $ 3.78 $ 4.70
June $ 3.78 $ 4.70
July $ 3.79 $ 4.73
August $ 3.79 $ 4.73
September $ 3.77 $ 4.73
October $ 3.77 $ 4.73
November $ 3.90 $ 4.90
December $ 4.04 $ 5.05
(c) Collars
For the full year 2003, EOG has a collar contract in place with the
following floor and ceiling prices covering notional
volumes of 50,000 MMBtud:
Floor Price Ceiling Price
2003 ($/MMBtu) ($/MMBtu)
January $ 3.87 $ 6.09
February $ 3.76 $ 5.98
March $ 3.61 $ 5.83
April $ 3.59 $ 4.97
May $ 3.54 $ 4.92
June $ 3.56 $ 4.94
July $ 3.59 $ 4.97
August $ 3.60 $ 4.98
September $ 3.60 $ 4.98
October $ 3.60 $ 4.98
November $ 3.77 $ 5.15
December $ 3.92 $ 5.30
This collar contract was purchased at a premium of
$0.10 per MMBtu.
II. Crude Oil Financial Price Swap Contracts - EOG has a
contract in place covering notional volumes of two thousand
barrels of oil per day at a price of $21.50 per barrel for
the period October 2002 through December 2002. The portion
of the contract that covers October and November 2002 is
closed.
For the full year 2003, EOG has contracts in place
covering notional volumes of two thousand barrels of oil per
day at an average price of $25.44 per barrel. EOG accounts
for these price swap contracts utilizing the mark-to-market
accounting method.
Definitions
$/MMBtu US Dollars per million British thermal units
MMBtu Million British thermal units
MMBtud Million British thermal units per day
SIGNATURE
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 thereunto duly authorized.
EOG RESOURCES, INC.
Date: December 11, 2002 By: /s/ TIMOTHY K. DRIGGERS
Timothy K. Driggers
Vice President, Accounting
and Land Administration
(Principal Accounting Officer)
EXHIBIT INDEX
4.1 Amendment, dated as of December 10, 2002, to the
Rights Agreement, dated as of February 14, 2000,
between EOG and EquiServe Trust Company, N.A., as
amended.