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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934.
EOG RESOURCES, INC.
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(Name of Subject Company (Issuer))
EOG RESOURCES, INC. (Issuer)
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(Names of Filing Persons (identifying status as offeror, issuer or other
person))
FLEXIBLE MONEY MARKET CUMULATIVE PREFERRED STOCK, SERIES C
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(Title of Class of Securities)
26875P705
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(CUSIP Number of Class of Securities)
Barry Hunsaker, Jr.
EOG Resources, Inc.
1200 Smith Street, Suite 300
Houston, Texas 77002
Telephone: (713) 651-6940
Facsimile: (713) 651-6987
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(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)
With copies to:
Arthur H. Rogers
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010-3095
Telephone: (713) 651-5151
Facsimile: (713) 651-5246
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$50,000,000 $13,200
* Estimated solely for purposes of calculating the filing fee pursuant to
Rule 0-11 under the Securities Exchange Act of 1934, as amended.
[X] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY
RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $13,200
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Form or Registration No.: Registration Statement on Form S-4 (No. 333-36416)
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Filing Party: EOG Resources, Inc.
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Date Filed: 5 May 2000
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[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] THIRD-PARTY OFFER SUBJECT TO RULE 14D-1.
[X] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
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This Tender Offer Statement on Schedule TO (this "Schedule TO") relates
to the offer by EOG Resources, Inc., a Delaware corporation (the "Company"), to
exchange 500 shares of Flexible Money Market Cumulative Preferred Stock, Series
C, for 500 shares of Flexible Money Market Cumulative Preferred Stock, Series D
(the "Exchange Offer"). The prospectus relating to the Exchange Offer and the
related Letter of Transmittal, instructions thereto and other relevant
documents, included as Exhibit 99.1, are included in a Registration Statement on
Form S-4 filed May 5, 2000, as amended (Registration No. 333-36416). This
Amendment No. 1 is intended to satisfy the reporting requirements of Rule
13e-4(c)(4) of the Securities Exchange Act of 1934, as amended.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of Schedule TO s hereby amended and supplemented by adding
the following language:
The Exchange Offer expired at 5:00 p.m., New York City time, on
Thursday, July 27, 2000, and was not extended. 500 shares of Flexible Money
Market Cumulative Preferred Stock, Series C (the "Series C Preferred Stock")
were validly tendered and not withdrawn prior to the expiration of the Exchange
Offer. The Company accepted 500 shares of the Series C Preferred Stock and
issued 500 shares of Fixed Rate Cumulative Perpetual Senior Preferred Stock,
Series D in exchange.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
By: /s/ DAVID R. LOONEY
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David R. Looney, Vice President, Finance
Dated July 31, 2000
