SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A/A
AMENDMENT NO. 4
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
_______________
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
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)
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 10, 2002, EOG Resources, Inc., a Delaware
corporation (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.
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
EOG Resources' Registration Statement on Form 8-A, 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
(incorporated herein by reference to Exhibit 2 to Amendment No. 1
to EOG Resources' Registration Statement on Form 8-A/A, filed
December 14, 2001).
3 Letter, dated December 13, 2001, from First Chicago Trust
Company of New York to EOG Resources, Inc. resigning as rights
agent effective January 12, 2002 (incorporated herein by
reference to Exhibit 3 to Amendment No. 2 to EOG Resources'
Registration Statement on Form 8-A/A, filed February 7, 2002).
4 Amendment, dated as of December 20, 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
(incorporated herein by reference to Exhibit 4 to Amendment No. 2
to EOG Resources' Registration Statement on Form 8-A/A, filed
February 7, 2002).
5 Letter, dated December 20, 2001, from EOG Resources, Inc. to
EquiServe Trust Company, N.A. appointing EquiServe Trust Company,
N.A. as successor rights agent (incorporated herein by reference
to Exhibit 5 to Amendment No. 2 to EOG Resources' Registration
Statement on Form 8-A/A, filed February 7, 2002).
6 Amendment, dated as of April 11, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended, between EOG
Resources, Inc. and EquiServe Trust Company of New York, as
rights agent (incorporated herein by reference to Exhibit 4.1 to
the Company's report on Form 8-K filed April 12, 2002).
7 Amendment, dated as of December 10, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended, between EOG
Resources, Inc. and EquiServe Trust Company, N.A., as rights
agent (incorporated herein by reference to Exhibit 4.1 to the
Company's report on Form 8-K filed December 11, 2002).
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 11, 2002 By: /s/ DAVID R. LOONEY
Name: David R. Looney
Title: Vice President, Finance
and Treasurer
EXHIBIT INDEX
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
EOG's Registration Statement on Form 8-A, 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
(incorporated herein by reference to Exhibit 2 to Amendment No. 1
to EOG's Registration Statement on Form 8-A/A, filed December 14,
2001).
3 Letter dated December 13, 2001, from First Chicago Trust
Company of New York to EOG Resources, Inc. resigning as rights
agent effective January 12, 2002 (incorporated herein by
reference to Exhibit 3 to Amendment No. 2 to EOG's Registration
Statement on Form 8-A/A, filed February 7, 2002).
4 Amendment, dated as of December 20, 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
(incorporated herein by reference to Exhibit 4 to Amendment No. 2
to EOG's Registration Statement on Form 8-A/A, filed February 7,
2002).
5 Letter dated December 20, 2001, from EOG Resources, Inc. to
EquiServe Trust Company, N.A. appointing EquiServe Trust Company,
N.A. as successor rights agent (incorporated herein by reference
to Exhibit 5 to Amendment No. 2 to EOG's Registration Statement
on Form 8-A/A, filed February 7, 2002).
6 Amendment, dated as of April 11, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended, between EOG
Resources, Inc. and EquiServe Trust Company of New York, as
rights agent (incorporated herein by reference to Exhibit 4.1 to
the Company's report on Form 8-K filed April 12, 2002).
7 Amendment, dated as of December 10, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended, between EOG
Resources, Inc. and EquiServe Trust Company, N.A., as rights
agent (incorporated by reference to Exhibit 4.1 to the Company's
report on Form 8-K filed December 11, 2002).