SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-A/A
AMENDMENT NO. 6
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 securities pursuant to Section
Section 12(b) of the Exchange 12(g) of the Exchange Act and
Act and is effective pursuant is effective pursuant to
to General Instruction A.(c), General Instruction A.(d),
please check the following box. 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 June 15, 2005, 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
modify the definition of "Qualified Institutional Investor" and
to amend the Rights Agreement in certain other respects. Under
the terms of the Amendment, a Qualified Institutional Investor is
an institution that 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, if such institutional investor
beneficially owns greater than 5% of the Company's common stock,
par value $.01 per share (the "Company Common Stock"), then
outstanding, does in fact report) beneficial ownership of Company
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
the Company Common Stock; and (3) such institutional investor
shall "Beneficially Own" less than 15% of the Company Common
Stock then outstanding; provided, however, that a Person who
would constitute a Qualified Institutional Investor except for
its failure to satisfy clause (3) above shall nonetheless
constitute a Qualified Institutional Investor if (A) such Person
or an Affiliate of such Person shall have, as of December 31,
2004, reported beneficial ownership of greater than 5% of the
Company Common Stock for a period of two consecutive years and
shall thereafter continuously beneficially own greater than 5% of
the Company Common Stock then outstanding prior to the time of
determination, (B) such Person shall be the Beneficial Owner of
less than 15% of the Company Common Stock then outstanding
(including in such calculation the holdings of all such Person's
Affiliates and Associates other than those which, under published
interpretations of the SEC or its Staff, are eligible to file
separate reports on Schedule 13G with respect to their beneficial
ownership of the Company Common Stock), and (C) such Person shall
be the Beneficial Owner of less than 30% of the Company Common
Stock then outstanding (including in such calculation the
holdings of all such Person's Affiliates and Associates). 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).
8. Amendment, dated as of February 24, 2005, 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 February 25, 2005).
9. Amendment, dated as of June 15, 2005, 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 June 21, 2005).
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: June 28, 2005 By: /s/ TIMOTHY K. DRIGGERS
Name: Timothy K. Driggers
Title: Vice President and Chief
Accounting Officer
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).
8. Amendment, dated as of February 24, 2005, 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 February 25, 2005).
9. Amendment, dated as of June15, 2005, 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 June 21, 2005).