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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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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NEWFIELD FINANCIAL TRUST I
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 76-6141380
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
C/O NEWFIELD EXPLORATION COMPANY
363 N. SAM HOUSTON PARKWAY E.
HOUSTON, TEXAS 77060
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-59391 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which each class
Title of each class to be so registered is to be registered
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6 1/2% Cumulative Quarterly Income New York Stock Exchange
Convertible Preferred Securities, Series A
(and the guarantee with respect thereto)
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the 6 1/2%
Cumulative Quarterly Income Convertible Preferred Securities, Series A (the
"Preferred Securities") of Newfield Financial Trust I, a statutory business
trust created under the laws of the State of Delaware (the "Trust"). The
Preferred Securities represent preferred undivided beneficial interests in the
assets of the Trust and are guaranteed by Newfield Exploration Company
("Newfield"), to the extent set forth in the Guarantee Agreement described below
by Newfield to First Union National Bank, as Guarantee Trustee (the
"Guarantee"). A description of the Preferred Securities and the Guarantee is
set forth in the Prospectus relating thereto included in the Registration
Statement on Form S-3 of Newfield and the Trust (Registration No. 333-59391)
filed with the Securities and Exchange Commission (the "Commission") on July 17,
1998, as amended by Pre-Effective Amendment No. 1 thereto filed with the
Commission on September 4, 1998 and declared effective by the Commission on
September 4, 1998 (as amended, the "Registration Statement") under the captions
"Description of the Preferred Securities" and "Description of the Guarantee" and
in the Prospectus Supplement relating thereto dated July 30, 1999 filed with the
Commission on August 2, 1999 pursuant to Rule 424(b)(5) under the Securities Act
of 1933, as amended (the "Securities Act"), under the captions "Description of
the QUIPS" and "Description of the Guarantee," which descriptions are
incorporated herein by reference. Any form of prospectus or prospectus
supplement that includes such descriptions that are subsequently filed by
Newfield or the Trust with the Commission as part of an amendment to the
Registration Statement or otherwise pursuant to Rule 424(b) under the Securities
Act is hereby deemed to be incorporated by reference herein. Any statement or
description incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded to the extent that a statement or
description in any subsequently filed document that is or is deemed to be
incorporated by reference herein modifies or supersedes such statement or
description.
ITEM 2. EXHIBITS.
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Exhibit
Number Description of Exhibit Method of Filing
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1 Certificate of Trust of the Trust Filed as Exhibit 4.11 to the Registration
Statement.
2 Trust Agreement of the Trust Filed as Exhibit 4.12 to the Registration
Statement.
3* Form of Amended and Restated Trust Filed as Exhibit 4.13 to the Registration
Agreement of the Trust Statement.
4* Form of Junior Convertible Subordinated Filed as Exhibit 4.19 to the Registration
Indenture, between Newfield and First Statement.
Union National Bank, as Trustee
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Exhibit
Number Description of Exhibit Method of Filing
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5* Form of 6 1/2% Junior Subordinated Included in Exhibit 4.19 to the Registration
Convertible Debenture, Series A Statement.
(contained in Junior Convertible
Subordinated Indenture)
6* Form of Preferred Securities Guarantee Filed as Exhibit 4.23 to the Registration
Statement.
7* Form of Preferred Security (contained in Included in Exhibit 4.13 to the Registration
the Amended and Restated Trust Agreement) Statement.
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* The final form of this exhibit will be filed with a Current Report on Form
8-K to be subsequently filed with the Commission by Newfield and is hereby
deemed to be incorporated by reference herein.
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.
NEWFIELD FINANCIAL TRUST I
By Newfield Exploration Company,
its Depositor
By: /s/ Terry W. Rathert
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Terry W. Rathert
Vice President
Planning and Administration
Date: August 10, 1999
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