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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2000
---------------
EOG RESOURCES, INC.
(formerly Enron Oil & Gas Company)
(Exact name of registrant as specified in its charter)
DELAWARE 1-9743 47-0684736
(State or other jurisdiction (Commission File I.R.S. Employer
of incorporation or organization) Number) Identification No.)
1200 SMITH STREET
SUITE 300 77002
HOUSTON, TEXAS (Zip code)
(Address of principal executive offices)
713/651-7000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
(a) Adoption of Rights Plan.
On February 14, 2000, the Board of Directors of EOG Resources, Inc., a
Delaware corporation (the "Company"), authorized and declared a dividend
distribution of one right (a "Right") for each outstanding share of the
Company's common stock, par value $.01 per share ("Common Stock"), to
stockholders of record as of the close of business on February 24, 2000 (the
"Record Date"). Until the Rights become exercisable, all issuances of Common
Stock after the Record Date, including Common Stock issuable upon exercise of
outstanding options, will include issuances of Rights.
The Rights will be issued pursuant to a Rights Agreement, dated as of
February 14, 2000, between the Company and First Chicago Trust Company of New
York, as Rights Agent, as the same may be amended from time to time. Each Right
entitles its registered holder to purchase from the Company one one-hundredth
(1/100) of a share of Series E Junior Participating Preferred Stock ("Junior
Participating Preferred Stock") of the Company at an exercise price of $90,
subject to certain adjustments.
The foregoing description of the Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement and the exhibits thereto, which have been filed as an exhibit to our
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on February 18, 2000 and are incorporated herein by reference. The
Certificate of Designations of the Junior Participating Preferred Stock and the
Form of Right Certificate have been filed as exhibits to our Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
February 18, 2000 and are incorporated herein by reference.
(b) Amendment to By-laws.
On February 14, 2000, the Board of Directors further amended the
By-laws of the Company to establish the procedures by which the Company's
stockholders may act by written consent without a meeting. Upon receipt of a
request for a record date for a stockholder action by written consent which
complies with the requirements of the amended By-laws, the amended By-laws
provide for the setting of a record date and procedures for determining the
sufficiency of such action by written consent.
The By-laws were also amended to provide that (i) special meetings of
stockholders may be called only by the Chairman of the Board or by a majority of
the Board of Directors and (ii) the books and records of the Company may be kept
outside the State of Delaware. Previously, on September 7, 1999, the Board of
Directors amended the By-laws to increase the mandatory retirement age for
current Directors to 75 years of age.
The foregoing description of the amendments to the By-laws does not
purport to be complete and is qualified in its entirety by reference to the
By-laws, as amended and restated effective as of February 14, 2000, which is
attached as an exhibit hereto and incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
3.1 By-Laws of EOG Resources, Inc., as amended and
restated effective as of February 14, 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 the Company's Registration Statement
on Form 8-A, filed with the Securities and Exchange
Commission on February 18, 2000).
5.1 Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14,
2000 (incorporated by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A, filed
with the Securities and Exchange Commission on
February 18, 2000).
6.1 Form of Right Certificate (incorporated by reference
to Exhibit 3 to the Company's Registration Statement
on Form 8-A filed with the Securities and Exchange
Commission on February 18, 2000).
99.1 Press Release, dated February 14, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EOG RESOURCES, INC.
Date: February 18, 2000 By: /s/ W. C. Wilson
--------------------
Walter C. Wilson
Senior Vice President and
Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
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3.1 By-Laws of EOG Resources, Inc., as amended and
restated effective as of February 14, 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 the Company's Registration Statement
on Form 8-A, filed with the Securities and Exchange
Commission on February 18, 2000).
5.1 Certificate of Designations of Series E Junior
Participating Preferred Stock, dated February 14,
2000 (incorporated by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A, filed
with the Securities and Exchange Commission on
February 18, 2000).
6.1 Form of Right Certificate (incorporated by reference
to Exhibit 3 to the Company's Registration Statement
on Form 8-A filed with the Securities and Exchange
Commission on February 18, 2000).
99.1 Press Release, dated February 14, 2000.
</TABLE>
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EXHIBIT 3.1
BYLAWS
OF
EOG RESOURCES, INC.
A Delaware Corporation
Date of Adoption: August 23, 1989
As Amended: December 12, 1990,
February 8, 1994,
January 19, 1996,
February 13, 1997,
May 5, 1998,
September 7, 1999,
February 14, 2000.
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BYLAWS
Table of Contents
<TABLE>
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Page
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Article I. Offices
Section 1. Registered Office 1
Section 2. Offices 1
Section 3. Books and Records 1
Article II. Stockholders
Section 1. Place of Meetings 1
Section 2. Quorum; Adjournment of Meetings 1
Section 3. Annual Meetings 2
Section 4. Special Meetings 2
Section 5. Record Date 2
Section 6. Notice of Meetings 3
Section 7. Stockholder List 3
Section 8. Proxies 3
Section 9. Voting; Elections; Inspectors 4
Section 10. Conduct of Meetings 5
Section 11. Treasury Stock 5
Section 12. Business to Be Brought Before
the Annual Meeting 5
Section 13. Record Date for Action by Written Consent 6
Section 14. Inspectors of Written Consent 7
Section 15. Effectiveness of Written Consent 7
Article III. Board of Directors
Section 1. Power; Number; Term of Office 6
Section 2. Quorum; Voting 7
Section 3. Place of Meetings; Order of Business 7
Section 4. First Meeting 7
Section 5. Regular Meetings 7
Section 6. Special Meetings 7
Section 7. Nomination of Directors 8
Section 8. Removal 9
Section 9. Vacancies; Increases in the Number
of Directors 9
Section 10. Compensation 9
Section 11. Action Without a Meeting; Telephone
Conference Meeting 9
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<TABLE>
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Section 12. Approval or Ratification of Acts or
Contracts by Stockholders 10
Section 13. Retirement 10
Article IV. Committees
Section 1. Executive Committee 10
Section 2. Audit Committee 11
Section 3. Other Committees 11
Section 4. Procedure; Meetings; Quorum 11
Section 5. Substitution and Removal of Members;
Vacancies 11
Article V. Officers
Section 1. Number, Titles and Term of Office 12
Section 2. Powers and Duties of the Chairman
of the Board 12
Section 3. Powers and Duties of the President,
President-North American Operations,
and President-International Operations 12
Section 4. Powers and Duties of the Vice Chairman
of the Board 13
Section 5. Vice Presidents 13
Section 6. General Counsel 13
Section 7. Secretary 14
Section 8. Deputy Corporate Secretary and
Assistant Secretaries 14
Section 9. Treasurer 14
Section 10. Assistant Treasurers 14
Section 11. Action with Respect to Securities
of Other Corporations 15
Section 12. Delegation 15
Article VI. Capital Stock
Section 1. Certificates of Stock 15
Section 2. Transfer of Shares 16
Section 3. Ownership of Shares 16
Section 4. Regulations Regarding Certificates 16
Section 5. Lost or Destroyed Certificates 16
Article VII. Miscellaneous Provisions
Section 1. Fiscal Year 16
Section 2. Corporate Seal 16
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Section 3. Notice and Waiver of Notice 17
Section 4. Facsimile Signatures 17
Section 5. Reliance upon Books, Reports and
Records 17
Section 6. Application of Bylaws 18
Article VIII. Amendments 18
</TABLE>
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BYLAWS
OF
EOG RESOURCES, INC.
Article I
Offices
Section 1. Registered Office. The registered office of the Corporation
required by the General Corporation Law of the State of Delaware to be
maintained in the State of Delaware shall be the registered office named in the
original Certificate of Incorporation of the Corporation, or such other office
as may be designated from time to time by the Board of Directors in the manner
provided by law.
Section 2. Offices. The Corporation may also have offices at such other
places both within and without the state of incorporation of the Corporation as
the Board of Directors may from time to time determine or the business of the
Corporation may required.
Section 3. Books and Records. The books and records of the Corporation may
be kept outside the State of Delaware at such place or places as may from time
to time be designated by the Board of Directors.
Article II
Stockholders
Section 1. Place of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation, or at such other place within
or without the state of incorporation of the Corporation as shall be specified
or fixed in the notices or waivers of notice thereof.
Section 2. Quorum; Adjournment of Meetings. Unless otherwise required by
law or provided in the Certificate of Incorporation or these Bylaws, (i) the
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
any meeting of stockholders for the transaction of business, (ii) in all matters
other than election of directors, the affirmative vote of the holders of a
majority of such stock so present or represented at any meeting of stockholders
at which a quorum is present shall constitute the act of the stockholders, and
(iii) where a separate vote by a class or classes is required, a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy shall
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constitute a quorum entitled to take action with respect to that vote on that
matter and the affirmative vote of the majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum, subject to the provisions of
clauses (ii) and (iii) above.
Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
Notwithstanding the other provisions of the Certificate of Incorporation or
these Bylaws, the chairman of the meeting or the holders of a majority of the
issued and outstanding stock, present in person or represented by proxy and
entitled to vote thereat, at any meeting of stockholders, whether or not a
quorum is present, shall have the power to adjourn such meeting from time to
time, without any notice other than announcement at the meeting of the time and
place of the holding of the adjourned meeting. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at such meeting. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally called.
Section 3. Annual Meetings. An annual meeting of the stockholders, for the
election of directors to succeed those whose terms expire and for the
transaction of such other business or may properly come before the meeting,
shall be held at such place (within or without the state of incorporation of the
Corporation), on such date, and at such time as the Board of Directors shall fix
and set forth in the notice of the meeting, which date shall be within thirteen
(13) months subsequent to the last annual meeting of stockholders.
Section 4. Special Meeting. Subject to the rights of the holders of any
series of stock having a preference over the Common Stock of the Corporation as
to dividends or upon liquidation with respect to such series of preferred stock,
special meetings of the stockholders may be called only by the Chairman of the
Board or by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies.
Section 5. Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the
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Board of Directors of the Corporation may fix a date as the record date for any
such determination of stockholders, which record date shall not precede the date
on which the resolutions fixing the record date are adopted and which record
date shall not be more than sixty (60) days nor less than ten (10) days before
the date of such meeting of stockholders, nor more than sixty (60) days prior to
any other action.
If the Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice of
or to vote at such meeting shall be at the close of business on the day next
preceding the day on which notice is given, or, if in accordance with Article
VII, Section 3 of these Bylaws notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 6. Notice of Meetings. Written notice of the place, date and hour
of all meetings, and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by or at the direction of the
Chairman of the Board, the President, the Vice Chairman of the Board, the
Secretary or the other person(s) calling the meeting to each stockholder
entitled to vote thereat not less than ten (10) nor more than sixty (60) days
before the date of the meeting. Such notice may be delivered either personally
or by mail. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation.
Section 7. Stockholder List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in the name of such stockholder, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The stockholder list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
Section 8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy.
Proxies for use at any meeting of stockholders shall be filed with the
Secretary,
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or such other officer as the Board of Directors may from time to time determine
by resolution, before or at the time of the meeting. All proxies shall be
received and taken charge of and all ballots shall be received and canvassed by
the secretary of the meeting, who shall decide all questions touching upon the
qualification of voters, the validity of the proxies, and the acceptance or
rejection of votes, unless an inspector or inspectors shall have been appointed
by the chairman of the meeting, in which event such inspector or inspectors
shall decide all such questions.
No proxy shall be valid after three (3) years from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.
Should a proxy designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of such
portion of the shares as is equal to the reciprocal of the fraction equal to the
number of proxies representing such shares divided by the total number of shares
represented by such proxies.
Section 9. Voting; Elections; Inspectors. Unless otherwise required by law
or provided in the Certificate of Incorporation, each stockholder shall on each
matter submitted to a vote at a meeting of stockholders have one vote for each
share of stock entitled to vote which is registered in his name on the record
date for the meeting. For the purposes hereof, each election to fill a
directorship shall constitute a separate matter. Shares registered in the name
of another corporation, domestic or foreign, may be voted by such officer, agent
or proxy as the bylaws (or comparable instrument) of such corporation may
prescribe, or in the absence of such provision, as the Board of Directors (or
comparable body) of such corporation may determine. Shares registered in the
name of a deceased person may be voted by the executor or administrator of such
person's estate, either in person or by proxy.
All voting, except as required by the Certificate of Incorporation or where
otherwise required by law, may be by a voice vote; provided, however, upon
request of the chairman of the meeting or upon demand therefor by stockholders
holding a majority of the issued and outstanding stock present in person or by
proxy at any meeting a stock vote shall be taken. Every stock vote shall be
taken by written ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure
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established for the meeting. All elections of directors shall be by written
ballots, unless otherwise provided in the Certificate of Incorporation.
At any meeting at which a vote is taken by written ballots, the chairman of
the meeting may appoint one or more inspectors, each of whom shall subscribe an
oath or affirmation to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of such inspector's
ability. Such inspector shall receive the written ballots, count the votes and
make and sign a certificate of the result thereof. The chairman of the meeting
may appoint any person to serve as inspector, except no candidate for the office
of director shall be appointed as an inspector.
Unless otherwise provided in the Certificate of Incorporation, cumulative
voting for the election of directors shall be prohibited.
Section 10. Conduct of Meetings. The meetings of the stockholders shall be
presided over by the Chairman of the Board, or if the Chairman of the Board is
not present, by the President, or if the President is not present, by the Vice
Chairman of the Board, or if neither the Chairman of the Board, the President
nor the Vice Chairman of the Board is present, by a chairman elected at the
meeting. The Secretary of the Corporation, if present, shall act as secretary of
such meetings, or if the Secretary is not present, the Deputy Corporate
Secretary or an Assistant Secretary shall so act; if neither the Secretary or
the Deputy Corporate Secretary or an Assistant Secretary is present, then a
secretary shall be appointed by the chairman of the meeting. The chairman of any
meeting of stockholders shall determine the order of business and the procedure
at the meeting, including such regulation of the manner of voting and the
conduct of discussion as seem to the chairman in order.
Section 11. Treasury Stock. The Corporation shall not vote, directly or
indirectly, shares of its own stock owned by it and such shares shall not be
counted for quorum purposes. Nothing in this Section 11 shall be construed as
limiting the right of the Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.
Section 12. Business to Be Brought Before the Annual Meeting. To be
properly brought before the annual meeting of stockholders, business must be
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section 12 of Article II, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 12 of Article II.
In addition to any other applicable requirements, for business to be brought
before an annual meeting by a stockholder of the Corporation, the stockholder
must have given
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timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 120 days prior
to the anniversary date of the proxy statement for the preceding annual meeting
of stockholders of the Corporation. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business, (iii) the acquisition date,
the class and the number of shares of voting stock of the Corporation which are
owned beneficially by the stockholder, (iv) any material interest of the
stockholder in such business, and (v) a representation that the stockholder
intends to appear in person or by proxy at the meeting to bring the proposed
business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 12.
The chairman of the annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 12 of Article II, and
if the chairman should so determine, the chairman shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
Notwithstanding the foregoing provisions of this Section 12 of Article II,
a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 12.
Section 13. Record Date for Action by Written Consent. In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any stockholder of
record seeking to have the stockholders authorize or take corporate action by
written consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within ten (10) days after the date on which such a request is
received, adopt a resolution fixing the record date (unless a record date has
previously been fixed by the Board of Directors pursuant to the first sentence
of this Section 13). If no record date has been fixed by the Board of Directors
pursuant to the first sentence of this Section
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13 or otherwise within ten (10) days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business, or to any officer or agent of the Corporation
having custody of the books in which proceedings of meetings of stockholders are
recorded. Delivery shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by applicable law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the date on
which the Board of Directors adopts the resolution taking such prior action.
Section 14. Inspectors of Written Consent. In the event of the delivery, in
the manner provided by Section 13, to the Corporation of the requisite written
consent or consents to take corporate action and/or any related revocation or
revocations, the Corporation shall engage independent inspectors of elections
for the purpose of promptly performing a ministerial review of the validity of
the consents and revocations. For the purpose of permitting the inspectors to
perform such review, no action by written consent without a meeting shall be
effective until such date as the independent inspectors certify to the
Corporation that the consents delivered to the Corporation in accordance with
Section 13 represent at least the minimum number of votes that would be
necessary to take the corporate action. Nothing contained in this Section 14
shall in any way be construed to suggest or imply that the Board of Directors or
any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution, or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
Section 15. Effectiveness of Written Consent. Every written consent shall
bear the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the earliest dated written consent
received in accordance with Section 13, a written consent or consents signed by
a sufficient number of holders to take such action are delivered to the
Corporation in the manner prescribed in Section 13.
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Article III
Board of Directors
Section 1. Power; Number; Term of Office. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, and subject to the restrictions imposed by law or the Certificate of
Incorporation, the Board of Directors may exercise all the powers of the
Corporation.
The number of directors which shall constitute the whole Board of Directors
shall be determined from time to time by the Board of Directors (provided that
no decrease in the number of directors which would have the effect of shortening
the term of an incumbent director may be made by the Board of Directors). If the
Board of Directors makes no such determination, the number of directors shall be
three. Each director shall hold office for the term for which such director is
elected, and until such Director's successor shall have been elected and
qualified or until such Director's earlier death, resignation or removal.
Unless otherwise provided in the Certificate of Incorporation, directors
need not be stockholders nor residents of the state of incorporation of the
Corporation.
Section 2. Quorum; Voting. Unless otherwise provided in the Certificate of
Incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business of the Board of Directors and the vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 3. Place of Meetings; Order of Business. The directors may hold
their meetings and may have an office and keep the books of the Corporation,
except as otherwise provided by law, in such place or places, within or without
the state of incorporation of the Corporation, as the Board of Directors may
from time to time determine. At all meetings of the Board of Directors business
shall be transacted in such order as shall from time to time be determined by
the Chairman of the Board, or in the Chairman of the Board's absence by the
President (should the President be a director), or in the President's absence by
the Vice Chairman of the Board, or by the Board of Directors.
Section 4. First Meeting. Each newly elected Board of Directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held next after the annual meeting of stockholders, the
Board of Directors shall elect the officers of the Corporation.
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Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by the Chairman of the Board or, in the absence of the Chairman of the Board, by
the President (should the President be a director), or in the President's
absence, by the Vice Chairman of the Board. Notice of such regular meetings
shall not be required.
Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President (should the President be a
director) or the Vice Chairman of the Board or, on the written request of any
two directors, by the Secretary, in each case on at least twenty-four (24) hours
personal, written, telegraphic, cable or wireless notice to each director. Such
notice, or any waiver thereof pursuant to Article VII, Section 3 hereof, need
not state the purpose or purposes of such meeting, except as may otherwise be
required by law or provided for in the Certificate of Incorporation or these
Bylaws. Meetings may be held at any time without notice if all the directors are
present or if those not present waive notice of the meeting in writing.
Section 7. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders (a) by or at the direction
of the Board of Directions or (b) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section 7 of Article III, who shall be entitled to vote for the election of
directors at the meeting and who complies with the notice procedures set forth
in this Section 7 of Article III. Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (i) with respect to an election
to be held at the annual meeting of the stockholders of the Corporation, not
less than 120 days prior to the anniversary date of the proxy statement for the
immediately preceding annual meeting of stockholders of the Corporation, and
(ii) with respect to an election to be held at a special meeting of stockholders
of the Corporation for the election of directors, not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or public disclosure of the date of the meeting was made,
whichever first occurs. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all information relating to the person
that is required to be disclosed in solicitations for proxies for election of
directors, or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including the written consent of
such person to be named in the proxy statement as a nominee and to serve as a
director if elected); and (b) as to the stockholder giving the notice
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(i) the name and address, as they appear on the Corporation's books, of such
stockholder, and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. At the request of
the Board of Directors, any person nominated by the Board of Directors for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.
In the event that a person is validly designated as nominee to the Board
and shall thereafter become unable or unwilling to stand for election to the
Board of Directors, the Board of Directors or the stockholder who proposed such
nominee, as the case may be, may designate a substitute nominee.
No person shall be eligible to serve as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 7
of Article III. The chairman of the meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if the chairman
should so determine, the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 7 of Article III,
a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 7 of Article
III.
Section 8. Removal. Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 9. Vacancies; Increases in the Number of Directors. Unless
otherwise provided in the Certificate of Incorporation, vacancies existing on
the Board of Directors for any reason and newly created directorships resulting
from any increase in the authorized number of directors may be filled by the
affirmative vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director; and any director so chosen shall
hold office until the next annual election and until such Director's successor
shall have been elected and qualified, or until such Director's earlier death,
resignation or removal.
Section 10. Compensation. Directors and members of standing committees may
receive such compensation as the Board of Directors from time to time shall
determine to be appropriate, and shall be reimbursed for all reasonable expenses
incurred in attending and returning from meetings of the Board of Directors.
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Section 11. Action Without a Meeting; Telephone Conference Meeting. Unless
otherwise restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee
designated by the Board of Directors, may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee. Such consent shall have the
same force and effect as a unanimous vote at a meeting, and may be stated as
such in any document or instrument filed with the Secretary of State of the
state of incorporation of the Corporation.
Unless otherwise restricted by the Certificate of Incorporation, subject to
the requirement for notice of meetings, members of the Board of Directors, or
members of any committee designated by the Board of Directors, may participate
in a meeting of such Board of Directors or committee, as the case may be, by
means of a conference telephone connection or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in such a meeting shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
Section 12. Approval or Ratification of Acts or Contracts by Stockholders.
The Board of Directors in its discretion may submit any act or contract for
approval or ratification at any annual meeting of the stockholders, or at any
special meeting of the stockholders called for the purpose of considering any
such act or contract, and any act or contract that shall be approved or be
ratified by the vote of the stockholders holding a majority of the issued and
outstanding shares of stock of the Corporation entitled to vote and present in
person or by proxy at such meeting (provided that a quorum is present) shall be
as valid and as binding upon the Corporation and upon all the stockholders as if
it has been approved or ratified by every stockholder of the Corporation.
Section 13. Retirement. No incumbent Director serving the Corporation as of
September 7, 1999, shall be eligible to stand for re-election as a Director of
the Corporation after attaining the age of 75 years, and no Director first
elected subsequent to September 7, 1999, shall be eligible to stand for
re-election as a Director of the Corporation after having attained the age of 72
years.
Article IV
Committees
Section 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate an Executive
Committee consisting of one or more of the directors of the
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Corporation, one of whom shall be designated chairman of the Executive
Committee. During the intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all the powers of the
Board of Directors, including the power to authorize the seal of the Corporation
to be affixed to all papers which may require it; provided, however, that the
Executive Committee shall not have the power or authority of the Board of
Directors in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution of the Corporation, amending, altering or repealing
these Bylaws or adopting new bylaws for the Corporation or otherwise acting
where action by the Board of Directors is specified by the Delaware General
Corporation Law. The Executive Committee shall also have, and may exercise, all
the powers of the Board of Directors, except as aforesaid, whenever a quorum of
the Board of Directors shall fail to be present at any meeting of the Board.
Section 2. Audit Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate an Audit
Committee consisting of one or more of the directors of the Corporation, one of
whom shall be designated chairman of the Audit Committee. The Audit Committee
shall have and may exercise such powers and authority as provided in the
resolution creating it and as determined from time to time by the Board of
Directors.
Section 3. Other Committees. The Board of Directors may, by resolution
passed from time to time by a majority of the whole Board of Directors,
designate such other committees as it shall see fit consisting of one or more of
the directors of the Corporation, one of whom shall be designated chairman of
each such committee. Any such committee shall have and may exercise such powers
and authority as provided in the resolution creating it and as determined from
time to time by the Board of Directors.
Section 4. Procedure; Meetings; Quorum. Any committee designated pursuant
to this Article IV shall keep regular minutes of its actions and proceedings in
a book provided for that purpose and report the same to the Board of Directors
at its meeting next succeeding such action, shall fix its own rules or
procedures, and shall meet at such times and at such place or places as may be
provided by such rules, or by such committee or the Board of Directors. Should a
committee fail to fix its own rules, the provisions of these Bylaws, pertaining
to the calling of meetings and conduct of business by the Board of Directors,
shall apply as nearly as may be. At every meeting of any such committee, the
presence of a majority of all the members thereof shall constitute a quorum,
except as provided in Section 5 of this Article IV, and the affirmative vote of
a majority of the members present shall be necessary for the adoption by it of
any resolution.
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Section 5. Substitution and Removal of Members; Vacancies. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member. The Board of Directors shall have the power at any time to
remove any member(s) of a committee and to appoint other directors in lieu of
the person(s) so removed and shall also have the power to fill vacancies in a
committee.
Article V
Officers
Section 1. Number, Titles and Term of Office. The officers of the
Corporation shall be a Chairman of the Board, a President, a President-North
American Operations, one or more Presidents-International Operations, one or
more Vice Presidents (any one or more of whom may be designated Executive Vice
President or Senior Vice President), a General Counsel, a Treasurer, a Secretary
and such other officers as the Board of Directors may from time to time elect or
appoint (including, but not limited to, a Vice Chairman of the Board, a Deputy
Corporate Secretary, one or more Assistant Secretaries and one or more Assistant
Treasurers). Each officer shall hold office until such officer's successor shall
be duly elected and shall qualify or until such officer's death or until such
officer shall resign or shall have been removed. Any number of offices may be
held by the same person, unless the Certificate of Incorporation provides
otherwise. Except for the Chairman of the Board and the Vice Chairman of the
Board, no officer need be a director.
Section 2. Powers and Duties of the Chairman of the Board. The Chairman of
the Board shall be the chief executive officer of the Corporation. Subject to
the control of the Board of Directors and the Executive Committee (if any), the
Chairman of the Board shall have general executive charge, management and
control of the properties, business and operations of the Corporation with all
such powers as may be reasonably incident to such responsibilities; may agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation and may sign all certificates for
shares of capital stock of the Corporation; and shall have such other powers and
duties as designated in accordance with these Bylaws and as from time to time
may be assigned to the Chairman of the Board by the Board of Directors. The
Chairman of the Board shall preside at all meetings of the stockholders and of
the Board of Directors.
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Section 3. Powers and Duties of the President, President-North American
Operations, and President-International Operations.
(a) Unless the Board of Directors otherwise determines, the President shall
have the authority to agree upon and execute all leases, contracts, evidences of
indebtedness and other obligations in the name of the Corporation; and, unless
the Board of Directors otherwise determines, the President shall, in the absence
of the Chairman of the Board of if there be no Chairman of the Board, preside at
all meetings of the stockholders and (should the President be a director) of the
Board of Directors; and the President shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may be
assigned to the President by the Board of Directors or the Chairman of the
Board.
(b) Unless the Board of Directors otherwise determines, the President-North
American Operations shall have the authority to agree upon and execute all
leases, contracts, evidences of indebtedness and other obligations in the name
of the Corporation pertaining to the Corporation's North American operations;
and the President-North American Operations shall have such other powers and
duties as designated in accordance with these Bylaws and as from time to time
may be assigned to the President-North American Operations by the Board of
Directors or the Chairman of the Board.
(c) Unless the Board of Directors otherwise determines, each
President-International Operations shall have the authority to agree upon and
execute all leases, contracts, evidences of indebtedness and other obligations
in the name of the Corporation pertaining to the Corporation's international
operations; and each President-International Operations shall have such other
powers and duties as designated in accordance with these Bylaws and as from time
to time may be assigned to each President-International Operations by the Board
of Directors or the Chairman of the Board.
Section 4. Powers and Duties of the Vice Chairman of the Board. The Board
of Directors may assign areas of responsibility to the Vice Chairman of the
Board, and, in such event, and subject to the overall direction of the Chairman
of the Board and Board of Directors, the Vice Chairman of the Board shall be
responsible for supervising the management of the affairs of the Corporation and
its subsidiaries within the area or areas assigned and shall monitor and review
on behalf of the Board of Directors all functions within the corresponding area
or areas of the Corporation and each such subsidiary of the Corporation. In the
absence of the President, or in the event of the President's inability or
refusal to act, the Vice Chairman of the Board shall perform the duties of the
President, and when so acting shall have all the powers of and be subject to all
the restrictions upon the President. Further, the Vice Chairman of the Board
shall have such other powers and duties as designated in accordance with these
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Bylaws and as from time to time may be assigned to the Vice Chairman of the
Board by the Board of Directors or the Chairman of the Board.
Section 5. Vice Presidents. Each Vice President shall at all times possess
power to sign all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the Chairman of the
Board, the President or the Vice Chairman of the Board or of the Corporation.
Each Vice President shall have such other powers and duties as from time to time
may be assigned to such Vice President by the Board of Directors, the Chairman
of the Board, the President or the Vice Chairman of the Board.
Section 6. General Counsel. The General Counsel shall act as chief legal
advisor to the Corporation. The General Counsel may have one or more staff
attorneys and assistants, and may retain other attorneys to conduct the legal
affairs and litigation of the Corporation under the General Counsel's
supervision.
Section 7. Secretary. The Secretary shall keep the minutes of all meetings
of the Board of Directors, committees of the Board of Directors and the
stockholders, in books provided for that purpose; shall attend to the giving and
serving of all notices; may in the name of the Corporation affix the seal of the
Corporation to all contracts of the Corporation and attest the affixation of the
seal of the Corporation thereto; may sign with the other appointed officers all
certificates for shares of capital stock of the Corporation; shall have charge
of the certificate books, transfer books and stock ledgers, and such other books
and papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection of any director upon application at the
office of the Corporation during business hours; shall have such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to the Secretary by the Board of Directors, the Chairman of the Board,
the President or the Vice Chairman of the Board; and shall in general perform
all acts incident to the office of Secretary, subject to the control of the
Board of Directors, the Chairman of the Board, the President or the Vice
Chairman of the Board.
Section 8. Deputy Corporate Secretary and Assistant Secretaries. The Deputy
Corporate Secretary and each Assistant Secretary shall have the usual powers and
duties pertaining to such offices, together with such other powers and duties as
designated in these Bylaws and as from time to time may be assigned to the
Deputy Corporate Secretary or an Assistant Secretary by the Board of Directors,
the Chairman of the Board, the President, the Vice Chairman of the Board, or the
Secretary. The Deputy Corporate Secretary shall exercise the powers of the
Secretary during that officer's absence or inability or refusal to act.
Section 9. Treasurer. The Treasurer shall have responsibility for the
custody and control of all the funds and securities of the Corporation, and
shall
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have such other powers and duties as designated in these Bylaws and as from time
to time may be assigned to the Treasurer by the Board of Directors, the Chairman
of the Board, the President or the Vice Chairman of the Board. The Treasurer
shall perform all acts incident to the position of Treasurer, subject to the
control of the Board of Directors, the Chairman of the Board, the President and
the Vice Chairman of the Board; and the Treasurer shall, if required by the
Board of Directors, give such bond for the faithful discharge of the Treasurer's
duties in such form as the Board of Directors may require.
Section 10. Assistant Treasurers. Each Assistant Treasurer shall have the
usual powers and duties pertaining to such office, together with such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to each Assistant Treasurer by the Board of Directors, the Chairman of
the Board, the President, the Vice Chairman of the Board, or the Treasurer. The
Assistant Treasurers shall exercise the powers of the Treasurer during that
officer's absence or inability or refusal to act.
Section 11. Action with Respect to Securities of Other Corporations. Unless
otherwise directed by the Board of Directors, the Chairman of the Board, the
President or the Vice Chairman of the Board, together with the Secretary, the
Deputy Corporate Secretary or any Assistant Secretary shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of security holders of or with respect to any action of security holders
of any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.
Section 12. Delegation. For any reason that the Board of Directors may deem
sufficient, the Board of Directors may, except where otherwise provided by
statute, delegate the powers or duties of any officer to any other person, and
may authorize any officer to delegate specified duties of such officer to any
other person. Any such delegation or authorization by the Board shall be
effected from time to time by resolution of the Board of Directors.
Article VI
Capital Stock
Section 1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Certificate of Incorporation, as shall be approved
by the Board of Directors. Every holder of stock represented by certificates
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board, President, Vice Chairman of the Board
or a Vice President and the Secretary, Deputy Corporate Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation
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representing the number of shares (and, if the stock of the Corporation shall be
divided into classes or series, certifying the class and series of such shares)
owned by such stockholder which are registered in certified form; provided,
however, that any of or all the signatures on the certificate may be facsimile.
The stock record books and the blank stock certificate books shall be kept by
the Secretary, or at the office of such transfer agent or transfer agents as the
Board of Directors may from time to time determine. In case any officer,
transfer agent or registrar who shall have signed or whose facsimile signature
or signatures shall have been placed upon any such certificate or certificates
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued by the Corporation, such certificate may nevertheless be
issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue. The stock
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued and shall exhibit the holder's name and
number of shares.
Section 2. Transfer of Shares. The shares of stock of the Corporation shall
be transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives upon
surrender and cancellation of certificates for a like number of shares. Upon
surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 3. Ownership of Shares. The Corporation shall be entitled to treat
the holder of record of any share or shares of capital stock of the Corporation
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of the state of incorporation
of the Corporation.
Section 4. Regulations Regarding Certificates. The Board of Directors shall
have the power and authority to make all such rules and regulations as they may
deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.
Section 5. Lost or Destroyed Certificates. The Board of Directors may
determine the conditions upon which the Corporation may issue a new certificate
of stock in place of a certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed and may require the owner of such
certificate or such owner's legal representative to give bond, with surety
sufficient to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the alleged
loss, theft or destruction of
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any such certificate or the issuance of such new certificate in the place of the
one so lost, stolen or destroyed.
Article VII
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January of each year.
Section 2. Corporate Seal. The corporate seal shall be circular in form and
shall have inscribed thereon the name of the Corporation and the state of its
incorporation, which seal shall be in the charge of the Secretary and shall be
affixed to certificates of stock, debentures, bonds, and other documents, in
accordance with the direction of the Board of Directors or a committee thereof,
and as may be required by law; however, the Secretary may, if the Secretary
deems it expedient, have a facsimile of the corporate seal inscribed on any such
certificates of stock, debentures, bonds, contracts or other documents.
Duplicates of the seal may be kept for use by the Deputy Corporate Secretary or
any Assistant Secretary.
Section 3. Notice and Waiver of Notice. Whenever any notice is required to
be given by law, the Certificate of Incorporation or under the provisions of
these Bylaws, said notice shall be deemed to be sufficient if given (i) by
telegraphic, cable or wireless transmission (including by telecopy or facsimile
transmission) or (ii) by deposit of the same in a post office box or by delivery
to an overnight courier service company in a sealed prepaid wrapper addressed to
the person entitled thereto at such person's post office address, as it appears
on the records of the Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing or delivery to courier, as the
case may be.
Whenever notice is required to be given by law, the Certificate of
Incorporation or under any of the provisions of these Bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person, including without limitation a director, at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or these Bylaws.
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Section 4. Facsimile Signatures. In addition to the provisions for the use
of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors.
Section 5. Reliance upon Books, Reports and Records. A member of the Board
of Directors, or a member of any committee designated by the Board of Directors,
shall, in the performance of such person's duties, be fully protected in relying
in good faith upon the records of the Corporation and upon such information,
opinion, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees of the Board of Directors, or
by any other person as to matters the member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
Section 6. Application of Bylaws. In the event that any provisions of these
Bylaws is or may be in conflict with any law of the United States, of the state
of incorporation of the Corporation or of any other governmental body or power
having jurisdiction over this Corporation, or over the subject matter to which
such provision of these Bylaws applies, or may apply, such provision of these
Bylaws shall be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law, and shall in all other respects be in full
force and effect.
Article VIII
Amendments
The Board of Directors shall have the power to adopt, amend and repeal from
time to time Bylaws of the Corporation, subject to the right of the stockholders
entitled to vote with respect thereto to amend or repeal such Bylaws as adopted
or amended by the Board of Directors.
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EXHIBIT 99.1
[EOG RESOURCES, INC. LOGO]
EOG RESOURCES, INC. DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARE PURCHASE
RIGHTS
FOR IMMEDIATE RELEASE: Monday, February 14, 2000
HOUSTON - The Board of Directors of EOG Resources, Inc. today declared
a dividend distribution of one Preferred Share Purchase Right on each
outstanding share of EOG Resources common stock.
"The Rights are designed to assure that all of EOG Resources'
stockholders receive fair and equal treatment in the event of any proposed
takeover of the company and to guard against abusive tactics to gain control of
EOG without paying all stockholders a premium for that control," said Mark G.
Papa, Chairman and Chief Executive Officer of EOG Resources, Inc. "There is no
specific takeover threat at this time, but the Rights are being adopted due to
the current low equity valuations in the industry."
The Rights are intended to enable all stockholders of EOG Resources to
realize the long-term value of their investment in the company. The Rights will
not prevent a takeover, but should encourage anyone seeking to acquire the
company to negotiate with the Board prior to attempting a takeover.
The Rights will be exercisable only if a person or group acquires 15
percent or more of EOG Resources' common stock or announces a tender offer the
consummation of which would
<PAGE> 2
result in ownership by a person or group of 15 percent or more of the common
stock. Each Right will entitle stockholders to buy one one-hundredth of a share
of a new series of junior participating preferred stock at an exercise price of
$90.00.
If a person or group acquires 15 percent or more of EOG Resources'
outstanding common stock, each Right will entitle its holder (other than such
person or members of such group) to purchase, at the Right's then-current
exercise price, a number of EOG Resources' common shares having a market value
of twice such price. In addition, if EOG Resources is acquired in a merger or
other business combination transaction after a person has acquired 15 percent or
more of the Company's outstanding common stock, each Right will entitle its
holder to purchase, at the then-current exercise price of the Right, a number of
the acquiring company's common shares having a market value of twice such price.
The acquiring person will not be entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership
of 15 percent or more of the Company's common stock, the Rights are redeemable
for one cent per Right at the option of the Board of Directors.
The Board of Directors is also authorized to reduce the 15 percent
thresholds referred to above to not less than 10 percent.
The dividend distribution will be made on February 24, 2000, payable
to stockholders of record on that date, and is not taxable to stockholders. The
Rights will expire on February 24, 2010.
EOG Resources, Inc. (formerly Enron Oil & Gas Company) is one of the
largest independent (non-integrated) oil and gas companies in the United States
and is the operator of substantial proved reserves in the U.S., Canada and
offshore Trinidad. EOG Resources is listed on the New York Stock Exchange and is
traded under the ticker symbol, "EOG."
