<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2000
REGISTRATION NUMBER 333-36416
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EOG RESOURCES, INC.
(Exact name of registrants as specified in their charters)
<TABLE>
<S> <C> <C>
DELAWARE 1311 47-0684736
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
1200 SMITH STREET, SUITE 300
HOUSTON, TEXAS 77002
(713) 651-7000
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
BARRY HUNSAKER, JR.
EOG RESOURCES, INC.
1200 SMITH STREET, SUITE 300
HOUSTON, TEXAS 77002
TELEPHONE: (713) 651-6940
FACSIMILE: (713) 651-6987
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
ARTHUR H. ROGERS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
TELEPHONE: (713) 651-5151
FACSIMILE: (713) 651-5246
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]
Registration Number 333-36416 declared effective on June 14, 2000.
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<PAGE> 2
EXPLANATORY NOTE
EOG Resources, Inc. (the "Company") is filing this post-effective amendment
for the sole purpose of filing a corrected exhibit, the Letter of Transmittal,
which was filed as Exhibit 99.1 to the Company's Registration Statement on Form
S-4 (Reg. No. 333-36416). The Registration Statement was declared effective by
the Commission on June 14, 2000.
<PAGE> 3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1(a) -- Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to EOG's Registration Statement
on Form S-1 (Registration No. 33-30678), filed August 24,
1989).
3.1(b) -- Certificate of Amendment of Restated Certificate of
Incorporation (incorporated by reference to Exhibit
4.1(b) to EOG's Registration Statement on Form S-8 (No.
33-52201), filed February 8, 1994).
3.1(c) -- Certificate of Amendment of Restated Certificate of
Incorporation (incorporated by reference to Exhibit
4.1(c) to EOG's Registration Statement on Form S-8 (No.
33-58103), filed March 15, 1995).
3.1(d) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated June 11, 1996 (incorporated by
reference to Exhibit 3(d) to EOG's Registration Statement
on Form S-3 (No. 333-09919), filed August 9, 1996).
3.1(e) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 7, 1997 (incorporated by
reference to Exhibit 3(e) to EOG's Registration Statement
on Form S-3 (No. 333-44785), filed January 23, 1998).
3.1(f) -- Certificate of Ownership and Merger, dated August 26,
1999 (incorporated by reference to Exhibit 3.1(f) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1999).
3.1(g) -- Certificate of Designation, Preferences and Rights of
Fixed Rate Cumulative Perpetual Senior Preferred Stock,
Series A, dated December 8, 1999 (incorporated by
reference to Exhibit 3.1(g) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1999).
3.1(h) -- Certificate of Designations, Preferences and Rights of
Flexible Money Market Cumulative Preferred Stock, Series
C, dated December 20, 1999 (incorporated by reference to
Exhibit 3.1(h) to EOG's Annual Report on Form 10-K for
the year ended December 31, 1999).
3.1(i) -- Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14, 2000
(incorporated by reference to Exhibit 2 to EOG's
Registration Statement on Form 8-A, filed February 18,
2000).
3.1(j) -- Form of Certificate of Designation, Preferences and
Rights of Fixed Rate Cumulative Perpetual Senior
Preferred Stock, Series B incorporated by reference to
Exhibit 3.1(j) to EOG's Registration Statement on Form
S-4 (No. 333-36056), filed May 2, 2000.
**3.1(k) -- Form of Certificate of Designation, Preferences and
Rights of Flexible Money Market Cumulative Preferred
Stock, Series D.
3.2 -- By-laws, dated August 23, 1989, as amended December 12,
1990, February 8, 1994, January 19, 1996, February 13,
1997, May 5, 1998, September 7, 1999 and February 14,
2000 (incorporated by reference to Exhibit 3.1 to EOG's
Current Report on Form 8-K, filed February 18, 2000).
4.1 -- Rights Agreement, dated as of February 14, 2000, between
EOG Resources, Inc. and First Chicago Trust Company of
New York (incorporated by reference to Exhibit 1 to EOG's
Registration Statement on Form 8-A, filed February 18,
2000).
</TABLE>
II-3
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.3(a) -- Amended and Restated 1994 Stock Plan (incorporated by
reference to Exhibit 4.3 to EOG's Registration Statement
on Form S-8 (No. 33-58103), filed March 15, 1995).
4.3(b) -- Amendment to Amended and Restated 1994 Stock Plan, dated
effective as of December 12, 1995 (incorporated by
reference to Exhibit 4.3(a) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1995).
4.3(c) -- Amendment to Amended and Restated 1994 Stock Plan, dated
effective as of December 10, 1996 (incorporated by
reference to Exhibit 4.3(a) to EOG's Registration
Statement on Form S-8 (No. 333-20841), filed January 31,
1997).
4.3(d) -- Third Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 9, 1997 (incorporated by
reference to Exhibit 4.3(d) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1997).
4.3(e) -- Fourth Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of May 5, 1998 (incorporated by
reference to Exhibit 4.3(e) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1998).
4.3(f) -- Fifth Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 8, 1998 (incorporated by
reference to Exhibit 4.3(f) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1998).
**4.3(g) -- Form of Stock Certificate evidencing the Flexible Money
Market Cumulative Preferred Stock, Series D.
**5.1 -- Opinion of Fulbright & Jaworski L.L.P.
12 -- Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to EOG's Annual
Report on Form 10-K for the year ended December 31,
1999).
**23.1 -- Consent of DeGolyer and MacNaughton.
**23.2 -- Consent of Arthur Andersen LLP
**23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
24 -- Powers of Attorney (incorporated by reference to Exhibit
24 to EOG's registration statement on Form S-4 (No.
333-36056), filed May 2, 2000).
*99.1 -- Letter of Transmittal.
**99.2 -- Purchase Agreement, dated December 14, 1999, by and among
the Company and Lehman Brothers Inc.
**99.3 -- Registration Rights Agreement, dated as of December 22,
1999, by and among the Company and Lehman Brothers Inc.
**99.4 -- Auction Agent Agreement, dated as of December 22, 1999,
by and among the Company and Bankers Trust Company.
**99.5 -- Letter Amendment to Auction Agent Agreement by and among
the Company and Bankers Trust Company, dated May 5, 2000.
**99.6 -- Broker-Dealer Agreement, dated as of December 22, 1999,
by and among Bankers Trust Company and Lehman Brothers
Inc.
**99.7 -- Letter Amendment to Broker-Dealer Agreement, by and among
Bankers Trust Company and Lehman Brothers Inc., dated
June 9, 2000.
</TABLE>
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* Filed herewith.
** Previously filed.
II-4
<PAGE> 5
(b) Financial Statement Schedules.
All schedules for which provision is made in applicable accounting
regulations of the SEC have been omitted as the schedules are either not
required under the related instructions, are not applicable or the information
required thereby is set forth in the Company's Consolidated Financial Statements
or the Notes thereto.
II-5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on June 19, 2000.
EOG RESOURCES, INC.
By: /s/ DAVID R. LOONEY
----------------------------------
David R. Looney
Vice President, Finance
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of the 19th day of June, 2000 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ MARK G. PAPA Chairman of the Board, Chief Executive
----------------------------------------------------- Officer (Principal Executive Officer),
Mark G. Papa Director
/s/ TIMOTHY K. DRIGGERS Vice President and Controller (Principal
----------------------------------------------------- Accounting Officer)
Timothy K. Driggers
/s/ DAVID R. LOONEY Vice President, Finance (Principal
----------------------------------------------------- Financial Officer)
David R. Looney
* Director
-----------------------------------------------------
Fred C. Ackman
* Director
-----------------------------------------------------
Edward Randall, III
* Director
-----------------------------------------------------
Edmund P. Segner, III
* Director
-----------------------------------------------------
Frank G. Wisner
*By /s/ BARRY HUNSAKER, JR.
-------------------------------------------------
Barry Hunsaker, Jr.
(Attorney-in-fact for persons named)
</TABLE>
II-6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1(a) -- Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to EOG's Registration Statement
on Form S-1 (Registration No. 33-30678), filed August 24,
1989).
3.1(b) -- Certificate of Amendment of Restated Certificate of
Incorporation (incorporated by reference to Exhibit
4.1(b) to EOG's Registration Statement on Form S-8 (No.
33-52201), filed February 8, 1994).
3.1(c) -- Certificate of Amendment of Restated Certificate of
Incorporation (incorporated by reference to Exhibit
4.1(c) to EOG's Registration Statement on Form S-8 (No.
33-58103), filed March 15, 1995).
3.1(d) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated June 11, 1996 (incorporated by
reference to Exhibit 3(d) to EOG's Registration Statement
on Form S-3 (No. 333-09919), filed August 9, 1996).
3.1(e) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 7, 1997 (incorporated by
reference to Exhibit 3(e) to EOG's Registration Statement
on Form S-3 (No. 333-44785), filed January 23, 1998).
3.1(f) -- Certificate of Ownership and Merger, dated August 26,
1999 (incorporated by reference to Exhibit 3.1(f) to
EOG's Annual Report on Form 10-K for the year ended
December 31, 1999).
3.1(g) -- Certificate of Designation, Preferences and Rights of
Fixed Rate Cumulative Perpetual Senior Preferred Stock,
Series A, dated December 8, 1999 (incorporated by
reference to Exhibit 3.1(g) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1999).
3.1(h) -- Certificate of Designations, Preferences and Rights of
Flexible Money Market Cumulative Preferred Stock, Series
C, dated December 20, 1999 (incorporated by reference to
Exhibit 3.1(h) to EOG's Annual Report on Form 10-K for
the year ended December 31, 1999).
3.1(i) -- Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14, 2000
(incorporated by reference to Exhibit 2 to EOG's
Registration Statement on Form 8-A, filed February 18,
2000).
3.1(j) -- Form of Certificate of Designation, Preferences and
Rights of Fixed Rate Cumulative Perpetual Senior
Preferred Stock, Series B incorporated by reference to
Exhibit 3.1(j) to EOG's Registration Statement on Form
S-4 (No. 333-36056), filed May 2, 2000.
**3.1(k) -- Form of Certificate of Designation, Preferences and
Rights of Flexible Money Market Cumulative Preferred
Stock, Series D.
3.2 -- By-laws, dated August 23, 1989, as amended December 12,
1990, February 8, 1994, January 19, 1996, February 13,
1997, May 5, 1998, September 7, 1999 and February 14,
2000 (incorporated by reference to Exhibit 3.1 to EOG's
Current Report on Form 8-K, filed February 18, 2000).
4.1 -- Rights Agreement, dated as of February 14, 2000, between
EOG Resources, Inc. and First Chicago Trust Company of
New York (incorporated by reference to Exhibit 1 to EOG's
Registration Statement on Form 8-A, filed February 18,
2000).
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.3(a) -- Amended and Restated 1994 Stock Plan (incorporated by
reference to Exhibit 4.3 to EOG's Registration Statement
on Form S-8 (No. 33-58103), filed March 15, 1995).
4.3(b) -- Amendment to Amended and Restated 1994 Stock Plan, dated
effective as of December 12, 1995 (incorporated by
reference to Exhibit 4.3(a) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1995).
4.3(c) -- Amendment to Amended and Restated 1994 Stock Plan, dated
effective as of December 10, 1996 (incorporated by
reference to Exhibit 4.3(a) to EOG's Registration
Statement on Form S-8 (No. 333-20841), filed January 31,
1997).
4.3(d) -- Third Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 9, 1997 (incorporated by
reference to Exhibit 4.3(d) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1997).
4.3(e) -- Fourth Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of May 5, 1998 (incorporated by
reference to Exhibit 4.3(e) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1998).
4.3(f) -- Fifth Amendment to Amended and Restated 1994 Stock Plan,
dated effective as of December 8, 1998 (incorporated by
reference to Exhibit 4.3(f) to EOG's Annual Report on
Form 10-K for the year ended December 31, 1998).
**4.3(g) -- Form of Stock Certificate evidencing the Flexible Money
Market Cumulative Preferred Stock, Series D.
**5.1 -- Opinion of Fulbright & Jaworski L.L.P.
12 -- Computation of Ratio of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to EOG's Annual
Report on Form 10-K for the year ended December 31,
1999).
**23.1 -- Consent of DeGolyer and MacNaughton.
**23.2 -- Consent of Arthur Andersen LLP
**23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
24 -- Powers of Attorney (incorporated by reference to Exhibit
24 to EOG's registration statement on Form S-4 (No.
333-36056), filed May 2, 2000).
*99.1 -- Letter of Transmittal.
**99.2 -- Purchase Agreement, dated December 14, 1999, by and among
the Company and Lehman Brothers Inc.
**99.3 -- Registration Rights Agreement, dated as of December 22,
1999, by and among the Company and Lehman Brothers Inc.
**99.4 -- Auction Agent Agreement, dated as of December 22, 1999,
by and among the Company and Bankers Trust Company.
**99.5 -- Letter Amendment to Auction Agent Agreement by and among
the Company and Bankers Trust Company, dated May 5, 2000.
**99.6 -- Broker-Dealer Agreement, dated as of December 22, 1999,
by and among Bankers Trust Company and Lehman Brothers
Inc.
**99.7 -- Letter Amendment to Broker-Dealer Agreement, by and among
Bankers Trust Company and Lehman Brothers Inc., dated
June 9, 2000.
</TABLE>
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* Filed herewith.
** Previously filed.
