<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EOG RESOURCES, INC.
-------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
------------------------------
(Title of Class of Securities)
293562 10 4
--------------
(CUSIP Number)
Rex R. Rogers
Vice President and Associate General Counsel
Enron Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-3069
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 2000
-----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: /_/
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6
<PAGE> 2
SCHEDULE
13D
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Asset Holdings, LLC
I.R.S. NO. 76-0661426
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /__/
(B) / X /
---
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,500,000 **
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,500,000 **
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON
LLC
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** Subject to contractual restrictions on the right to vote or
dispose of shares reported, which restrictions are described in
this Schedule 13D/A and in Amendment No. 4 to EOG Resources, Inc.'s
Schedule 13D.
Page 2 of 6
<PAGE> 3
SCHEDULE
13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENRON CORP.
I.R.S. NO. 47-0255140
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /__/
(B) /__/
N/A
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) /_/
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OREGON
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,500,000 ***
--------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,500,000 ***
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,500,000
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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*** Subject to contractual restrictions on Enron's right to vote or
dispose of shares reported, which restrictions are described in
Amendment No. 4 to EOG Resources, Inc.'s Schedule 13D.
Page 3 of 6
<PAGE> 4
Items 2, 4, 5 and 7 of the Schedule 13D of Enron Corp., an Oregon
corporation ("Enron"), dated October 10, 1997 as most recently amended by
Schedule 13D/A dated August 16, 1999 are amended by the addition of the
following (terms capitalized but not defined herein are used as defined in such
Schedule 13D/A):
ITEM 2. IDENTITY AND BACKGROUND, ITEM 4. PURPOSE OF TRANSACTION AND ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
Effective as of November 21, 2000, Enron contributed the shares of the
Issuer's Common Stock held by Enron to Enron Finance Partners, LLC ("EFP"), a
Delaware limited liability company, as a capital contribution. Immediately
thereafter and effective as of November 21, 2000, (a) EFP contributed the Common
Stock to Enron Intermediate Holdings, LLC ("EIH"), a Delaware limited liability
company, as a capital contribution, and (b) EIH further contributed the Common
Stock to Enron Asset Holdings, LLC ("EAH"), a Delaware limited liability
company, as a capital contribution. EAH is holding the Common Stock in Aeneas
L.L.C. ("Aeneas"), a Delaware limited liability company and an affiliate of
EAH. The foregoing contributions were made as part of an internal reorganization
of certain assets of Enron.
EAH is the Class A Member and managing member of Aeneas. Enron Finance
Management, LLC ("EFM"), a Delaware limited liability company, is the Class A
Member and managing member of EAH, and EIH is the Class B Member of EAH. EFP
is the sole member of EIH. EFM is the Class A Member (and managing member) and
Enron and other wholly-owned subsidiaries of Enron are the Class B Members of
EFP. EFM, as both the Class A Member of EFP and the Class A Member of EAH, may
be deemed to be controlling persons of EAH and Aeneas.
This Schedule 13D/A amendment is being filed by (i) EAH (as its
initial filing of Schedule 13D), whose principal business is the ownership and
management of a diversified portfolio of energy related investments and (ii)
Enron. EAH and Enron are referred to herein as the "Reporting Entities."
The address of the principal business offices of Enron, EFM, EFP, EIH,
EAH and Aeneas are 1400 Smith Street, Houston, Texas 77002. EFM, EFP, EIH, EAH
and Aeneas are member managed limited liability companies and have no
officers or directors.
Schedule I attached hereto sets forth current information with
respect to each director and each executive officer of Enron. To Enron's
knowledge, except as set forth on Schedule II hereto, each of the officers and
directors set forth on Schedule II has sole voting and dispositive power with
respect to the shares of Common Stock set forth next to such individual's name
on Schedule II. The filing of this statement on Schedule 13D/A shall not be
construed as an admission that EFM, EAH or any person listed on Schedules I or
II hereto is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
None of the Reporting Entities, nor to their knowledge, EFM, EFP, EIH,
Aeneas or any person listed on Schedules I or II hereto, has been, during the
last five years (a) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
Page 4 of 6
<PAGE> 5
mandating activities subject to, U.S. federal or state securities laws or
finding any violations with respect to such laws.
The Common Stock was acquired by EAH as a contribution to its
capital. The Common Stock is being held by EAH's affiliate, Aeneas, for
investment purposes. EAH intends to review its investment in the Issuer on a
continuing basis and, depending upon the price of, and other market conditions
relating to, the Common Stock, subsequent developments affecting the Issuer,
the Issuer's business and prospects, other investment and business
opportunities available to EAH, general stock market and economic conditions,
tax considerations and other factors deemed relevant, may decide to increase
or decrease the size of its investment in the Issuer, subject to the terms of
the Share Exchange Agreement, dated as of July 19, 1999, by and between Enron
and the Issuer (the "Exchange Agreement").
Enron is no longer the record holder of any shares of Common Stock.
However, EAH holds of record 11,500,000 shares of Common Stock previously held
in the name of Enron. Such shares of Common Stock represent approximately 9.9%
of the outstanding Common Stock (based on the number of shares of Common Stock
outstanding as of October 24, 2000, as reported by the Issuer in its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000). Enron may also
be deemed to beneficially own the shares of Common Stock held of record by EAH
and thus may be deemed to continue to share beneficial ownership of 11,500,000
shares of Common Stock or approximately 9.9% of the outstanding shares of Common
Stock (based on the number of shares outstanding as set forth in the Issuer's
Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000).
EFM and Enron may be deemed to share voting and dispositive power over
the Common Stock held by EAH or Aeneas.
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge, EFM, EFP, EIH, or Aeneas or any of the persons
named in Schedules I or II hereto, has effected any transactions in the Common
Stock during the preceding sixty days.
Pursuant to Section 6.2(c) of the Exchange Agreement, each of EFP,
EIH, EAH and Aeneas have executed instruments confirming that the shares of
Common Stock acquired by such party are bound by and subject to the terms of
the Exchange Agreement, with the same force and effect as if each such party
were originally a party thereto. In addition, Enron, EFP, EIH, EAH, Aeneas and
the Issuer agreed to extend the time under the Exchange Agreement during which
Enron has agreed to vote any Common Stock retained by it in a manner, if any,
recommended by the board of directors of the Issuer until July 31, 2002.
Item 7. Material to be Filed as Exhibits.
Exhibit 6 Joint Filing Agreement.
Page 5 of 6
<PAGE> 6
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 1, 2000 ENRON CORP.
By: /s/ REX R. ROGERS
----------------------------------
Name: Rex R. Rogers
Title: Vice President and Associate
General Counsel
ENRON ASSET HOLDINGS, LLC
By: Enron Finance Management, LLC,
its Class A Managing Member
By: Enron Corp.,
its Sole Member
By: /s/ REX R. ROGERS
-----------------------
Name: Rex R. Rogers
Title: Vice President and
Associate General
Counsel
<PAGE> 7
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position
------------------------- ----------- --------
<S> <C> <C>
Robert A. Belfer U.S.A. Director of Enron Corp.
Belco Oil & Gas Corp. Chairman and Chief Executive
767 Fifth Avenue, 46th Fl. Officer of
New York, NY 10153 Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director of Enron Corp.
USF&G Corporation Chief Executive Officer and
6225 Smith Ave. LA0300 Secretary General of the United
Baltimore, MD 21209 States Olympic Committee
Ronnie C. Chan U.S.A. Director of Enron Corp.
Hang Lung Development Limited Chairman of Hang Lung Development
291F, Standard Chartered Bk Bldg. Limited
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director of Enron Corp.
5851 San Felipe, Suite 850 Investments
Houston, TX 77057
Paulo V. Ferraz Pereira Brazilian Director of Enron Corp.
Cia. Bozano, Simonsen President and Chief Operating
Av. Rio Blanco, 138 - 4(degree)andar Officer of Meridional Financial
20057-900 Group and Managing Director of
Rio de Janeiro, RJ Brazil Group Bozano
Wendy L. Gramm U.S.A. Director of Enron Corp.
P. O. Box 39134 Economist and Director of the
Washington, DC 20016 Regulatory Studies Program of the
Mercatus Center at George Mason
University
Ken L. Harrison U.S.A. Director of Enron Corp.
Portland General Electric
121 S.W. Salmon Street
Portland, Oregon 97204
</TABLE>
1
<PAGE> 8
SCHEDULE I
(CONTINUED)
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position
------------------------- ----------- --------
<S> <C> <C>
Robert K. Jaedicke U.S.A. Director of Enron Corp.
Graduate School of Business Professor (Emeritus) of
Stanford University Accounting at the Stanford
Stanford, CA 94305 University Graduate School of
Business in Stanford, California
Kenneth L. Lay U.S.A. Director of Enron Corp.
1400 Smith Street Chairman of the Board and Chief
Houston, TX 77002 Executive Officer of Enron Corp.
Charles A. LeMaistre U.S.A. Director of Enron Corp.
13104 Travis View Loop President of the University of
Austin, TX 78732 Texas M.D. Anderson Cancer Center
in Houston, Texas
Jerome J. Meyer U.S.A. Director of Enron Corp.
26600 S. W. Parkway, Bldg 63 Chairman and Chief Executive
P. O. Box 1000 Officer of Tektronix, Inc.
Wilsonville, OR 97070-1000
Jeffrey K. Skilling U.S.A. Director of Enron Corp.
1400 Smith Street President and Chief
Houston, TX 77002 Operating Officer of Enron Corp.
John A. Urquhart U.S.A. Director of Enron Corp.
John A. Urquhart Assoc. Senior Advisor to the Chairman of
111 Beach Road Enron Corp.
Fairfield, CT 06430
John Wakeham U.K. Director of Enron Corp.
Pingleson House
Old Alresford
Hampshire S024 9TB
United Kingdom
</TABLE>
2
<PAGE> 9
SCHEDULE I
(CONTINUED)
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position
------------------------- ----------- --------
<S> <C> <C>
Herbert S. Winokur, Jr. U.S.A. Director of Enron Corp.
Winokur Holdings, Inc. Chairman and Chief Executive
30 East Elm Ct. Officer of Capricorn Holdings,
Greenwich, CT 06830 Inc.
John Mendelsohn, M.D. U.S.A. Director of Enron Corp.
UT M.D. Anderson Cancer Center President of the University of
Office of the President Texas M.D. Anderson Cancer Center
1515 Holcombe in Houston, Texas
Houston, TX 77030
Frank Savage U.S.A. Director of Enron Corp.
Alliance Capital Management Chairman of Alliance Capital
International Management International
1345 Ave. of the Americas 39th Flr
New York, NY 10105
J. Clifford Baxter U.S.A. Vice Chairman of Enron Corp.
1400 Smith Street
Houston, TX 77002
Richard B. Buy U.S.A. Insider-Executive Vice President
1400 Smith Street and Chief Risk Officer of Enron
Houston, TX 77002 Corp.
Richard A. Causey U.S.A. Executive Vice President and
1400 Smith Street Chief Accounting Officer of Enron
Houston, TX 77002 Corp.
James V. Derrick, Jr. U.S.A. Executive Vice President and
1400 Smith Street General Counsel of Enron Corp.
Houston, TX 77002
Andrew S. Fastow U.S.A. Executive Vice President and
1400 Smith Street Chief Financial Officer of Enron
Houston, TX 77002 Corp.
Mark A. Frevert U.S.A. Insider-President and Chief
1400 Smith Street Executive Officer of Enron
Houston, TX 77002 Europe, Ltd.
</TABLE>
3
<PAGE> 10
SCHEDULE I
(CONTINUED)
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position
------------------------- ----------- --------
<S> <C> <C>
Stanley C. Horton U.S.A. Insider-Chairman and Chief
1400 Smith Street Executive Officer of Enron Gas
Houston, TX 77002 Pipeline Group
Steven J. Kean U.S.A. Insider-Executive Vice President
1400 Smith Street and Chief of Staff of Enron Corp.
Houston, TX 77002
Mark E. Koenig U.S.A. Insider-Executive Vice President,
1400 Smith Street Investor Relations of Enron Corp.
Houston, TX 77002
J. Mark Metts U.S.A. Insider-Executive Vice President,
1400 Smith Street Corporate Development of Enron
Houston, TX 77002 Corp.
Cindy K. Olson U.S.A. Insider-Executive Vice President,
1400 Smith Street Human Resources and Community
Houston, TX 77002 Relations of Enron Corp.
Lou L. Pai U.S.A. Insider-Chairman, President and
1400 Smith Street Chief Executive Officer of Enron
Houston, TX 77002 Energy Services, Inc.
Kenneth D. Rice U.S.A. Insider-Co-Chief Executive
1400 Smith Street Officer of Enron Communications,
Houston, TX 77002 Inc.
</TABLE>
4
<PAGE> 11
SCHEDULE II
BENEFICIAL OWNERSHIP OF SHARES
BY DIRECTORS AND EXECUTIVE OFFICERS OF ENRON
Number of Shares of Common Stock
Beneficially Owned
<TABLE>
<CAPTION>
=================== ================================
NAME OF DIRECTOR OR Sole Voting and Shared Voting and Dispositive
EXECUTIVE OFFICER Dispositive Power Power
=================== ================================
<S> <C> <C>
Andrew S. Fastow 7,899
-------------------------------
Mark A. Frevert 6,015
-------------------------------
Stanley C. Horton 1,777
-------------------------------
Kenneth L. Lay 20,000
-------------------------------
Kenneth D. Rice 2,258
-------------------------------
</TABLE>
5
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EXHIBIT INDEX
Exhibit 6 Joint Filing Agreement
