SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
NUEVO ENERGY COMPANY
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of class of securities)
0067050910
(CUSIP number)
Ralph V. Whitworth
Relational Investors, LLC
4330 La Jolla Village Drive, Suite 220
San Diego, California 92122
(619) 597-9400
(Name, address and telephone number of person
authorized to receive notices and
communications)
December 11, 1998
(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-l(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) 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>
SCHEDULE 13D
CUSIP No. 0067050910
- -------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON RELATIONAL INVESTORS, LLC
- --------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------
7 SOLE VOTING POWER
1,914,300
NUMBER OF -------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,914,300
PERSON -------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 1,914,300
- --------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 9.65%
- --------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------
<PAGE>
CUSIP No. 006705910
- -------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------
4 SOURCE OF FUNDS
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
Delaware
- -------------------------------------------------------
7 SOLE VOTING POWER
1,435,970
NUMBER OF -------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,435,970
PERSON -------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 1,435,970
- --------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 7.24%
- --------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------
<PAGE>
CUSIP No. 0067050910
- --------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL FUND PARTNERS, L.P.
- --------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- --------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------
7 SOLE VOTING POWER
147,320
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 147,320
PERSON --------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 147,320
- ------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.74%
- -------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -------------------------------------------------------
<PAGE>
CUSIP No. 0067050910
- --------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL COAST PARTNERS, L.P.
- -------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
b) [ ]
- -------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- -------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------
7 SOLE VOTING POWER
63,806
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 63,806
PERSON --------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 63,806
- ------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 0.32%
- -------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -------------------------------------------------------
<PAGE>
CUSIP No. 0067050910
- --------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL PARTNERS, L.P.
- -------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
b) [ ]
- -------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------
4 SOURCE OF FUNDS
WC/OO
- -------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------
7 SOLE VOTING POWER
228,136
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 228,136
PERSON --------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 228,136
- ------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 1.15%
- -------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -------------------------------------------------------
<PAGE>
CUSIP No. 0067050910
- --------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RALPH V. WHITWORTH
- -------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
b) [ ]
- -------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------
4 SOURCE OF FUNDS
NA
- -------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,914,300
OWNED BY -------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,914,300
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 1,914,300
- ------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 9.65%
- -------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------
<PAGE>
CUSIP No. 0067050910
- --------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID H. BATCHELDER
- -------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
b) [ ]
- -------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------
4 SOURCE OF FUNDS
NA
- -------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,914,300
OWNED BY -------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,914,300
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 1,914,300
- ------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 9.65%
- -------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------
<PAGE>
CUSIP No. 0067050910
- --------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOEL L. REED
- -------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
b) [ ]
- -------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------
4 SOURCE OF FUNDS
NA
- -------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,914,300
OWNED BY -------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,914,300
- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON 1,914,300
- ------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 9.65%
- -------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------
<PAGE>
This Amendment No. 4 to Schedule 13D (this
"Statement") is being filed by and on behalf of Relational
Investors, L.P. ("RILP"), Relational Fund Partners, L.P.
("RFP"), Relational Coast Partners, L.P. ("RCP"), and
Relational Partners, L.P. ("RP"). Each of RILP, RFP, RCP
and RP is a Delaware limited partnership. The principal
business of each of RILP, RFP, RCP and RP is investing in
securities.
This Statement is also being filed by and on
behalf of Relational Investors, LLC ("RILLC"), a Delaware
limited liability company. The principal business of RILLC
is being the sole general partner of RILP, RFP, RCP and RP.
RILP, RFP, RCP, RP and an account managed by RILLC are the
beneficial owners of the securities covered by this
Statement. Pursuant to the Limited Partnership Agreement of
each of RILP, RFP, RCP and RP, and the investment management
agreement for the account managed by RILLC, RILLC has sole
investment discretion and voting authority with respect to
the securities covered by this Statement.
This Statement is also being filed by and on
behalf of Ralph V. Whitworth, David H. Batchelder and Joel
L. Reed. Messrs. Whitworth, Batchelder and Reed are the
Managing Members of RILLC, in which capacity they share
voting control and dispositive power over the securities
covered by this Statement. Messrs.
Whitworth, Batchelder and Reed, therefore, may be deemed to
have shared indirect beneficial ownership of such
securities. The present principal occupation of each of
Messrs. Whitworth and Batchelder is serving as a Managing
Member of RILLC. The present principal occupation of Mr.
Reed is serving as President of Batchelder & Partners, Inc.
(Messrs. Whitworth, Batchelder and Reed, together with RILP,
RFP, RCP, RP and RILLC, hereinafter, the "Reporting
Persons").
This Statement hereby amends the Schedule 13D
filed on April 20, 1998, as amended by the Schedule 13D/A
filed on May 26, 1998, the Schedule 13D/A filed on July 16,
1998, and the Schedule 13D/A filed on September 23, 1998, as
follows:
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended in its entirety by
substituting the following:
As of the date of this Statement, except as set
forth below, none of the Reporting Persons has any present
plan or intention which would result in or relate to any of
the actions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
The Reporting Persons acquired the Shares covered
by this Statement because, in their opinion, such Shares are
undervalued by the market at the present time. One factor
that the Reporting Persons believe has historically
contributed to the Shares' undervaluation is the Company's
corporate governance structure. In particular, the
Reporting Persons were concerned about the need for more
independent directors on the Company's board of directors.
Among the steps the Reporting Persons considered for
positively influencing the Company's corporate governance
was the nomination of directors to stand for election at the
Company's 1998 Annual Meeting of Stockholders. In December
1997, in compliance with the Company's charter and bylaws,
the Reporting Persons notified the Company of the Reporting
Persons' intention to nominate three directors to the
Company's board of directors.
After discussions with the Company's Chairman and
Chief Executive Officer and monitoring the steps the Company
had taken to add respected independent directors to the
Company's board, the Reporting Persons determined that it
was not appropriate to proceed with their plan to nominate
directors and by letter notified the Company of that
determination.
The Reporting Persons continued to closely monitor
the Company's performance and determined that, despite the
steps the Company took to add independent directors to the
Company's board in March and April of 1998, the Company's
corporate governance and responsiveness to shareholders
would be enhanced by the addition to the Company's board
of directors of a representative of the Company's largest
shareholder. Consistent with this determination, on
December 11, 1998, in compliance with the Company's charter
and bylaws, the Reporting Persons by the letter filed
herewith as Exhibit 4 notified the Company of the Reporting
Persons' intention to nominate David H. Batchelder, one of
the Reporting Persons, to stand for election to the
Company's board of directors at the Company's 1999 Annual
Meeting of Stockholders.
The Reporting Persons continue to closely monitor
the Company's performance. The Reporting Persons and their
representatives and advisers intend to continue from time-to-
time to discuss the Company and its business and management
with members of the board of directors and management of the
Company. In addition, the Reporting Persons and their
representatives and advisers may communicate with other
shareholders, industry participants and other interested
parties concerning the Company. These communications may
include discussions of the Company's strategic alternatives
in light of its continued underperformance. The Reporting
Persons may modify their plans in the future, and may
exercise any and all of their respective rights as
shareholders of the Company in a manner consistent with
their equity interests.
The Reporting Persons may from time-to-time (i)
acquire additional Shares (subject to availability at prices
deemed favorable) in the open market, in privately
negotiated transactions, or otherwise, or (ii) dispose of
Shares at prices deemed favorable in the open market, in
privately negotiated transactions or otherwise.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit 4 filed herewith is hereby
added as an Exhibit:
4. Letter from Relational Investors LLC
to The Board of Directors of Nuevo
Energy Company, dated December 11, 1998.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information contained in this Amendment No. 4 to Schedule
13D is true, complete and correct.
Dated: December 14, 1998
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS,
L.P. RELATIONAL COAST
PARTNERS, L.P. RELATIONAL
PARTNERS, L.P.
By: Relational Investors, LLC
- --------------------------------as
general partner to each
By: /s/ Ralph V. Whitworth
-----------------------------
Ralph V. Whitworth
Managing Member
RELATIONAL INVESTORS, LLC
By: /s/ Ralph V. Whitworth
---------------------------------
Ralph V. Whitworth
Managing Member
/s/ Ralph V. Whitworth
- --------------------------------------
Ralph V. Whitworth
/s/ David H. Batchelder
- --------------------------------------
David H. Batchelder
/s/ Joel L. Reed
- --------------------------------------
Joel L. Reed
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page No. Exhibit No. Description
- ------- ----------- -----------
<S> <C> <C>
4. Letter from Relational Investors LLC
to The Board of Directors of Nuevo
Energy Company, dated December 11,
1998.
</TABLE>
EXHIBIT 4
LETTER FROM RELATIONAL INVESTORS LLC TO THE
BOARD OF DIRECTORS OF NUEVO ENERGY COMPANY, DATED
DECEMBER 11, 1998.
RELATIONAL INVESTORS LLC
4330 La Jolla Village Drive, Suite 220
San Diego, California 92122
Telephone (619) 597-9400
Facsimile (619) 597-8200
December 11, 1998
Board of Directors
Nuevo Energy Company
1331 Lamar Street, Suite 1650
Houston, TX 77010
To the Board of Directors of Nuevo Energy Company:
In accordance with Article II, Section 2.12 of the
Bylaws of Nuevo Energy Company (the "Company"), a Delaware
corporation, this letter serves as notice that Relational
Investors, LP ("Relational"), a Delaware limited partnership
and a shareholder of record of the Company, wishes to
nominate one (1) individual to stand for election in the
election of members of the Company's Board of Directors at
the 1999 Annual Meeting of Shareholders of the Company. Set
forth below is the information required to be furnished to
the Board of Directors of the Company pursuant to Article
II, Section 2.12 of the Bylaws of the Company.
1. The names and address, as they appear on the
Company's books, of the shareholder making the nominations
described herein are as follows:
Relational Investors, LP
4330 La Jolla Village Drive, Suite 220
San Diego, CA 92122
2. Set forth in Exhibit A is information regarding
the qualifications of the nominee, David H. Batchelder, for
serving on the Company's Board of Directors including such
information regarding the nominee as would be required to be
included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had such
nominee been nominated or intended to be nominated by the
Board of Directors of the Company.
Where indicated the items contained in the attached
Exhibit correspond to the applicable item numbers of
Schedule 14A under the proxy rules of the Securities and
Exchange Commission.
3. The undersigned, as a Managing Member of the
general partner of Relational, Relational Investors LLC,
represents and warrants that as of the date hereof
Relational is the beneficial owner of 1,914,300 shares of
common stock, par value $.01 (the "Common Stock"), of the
Company and that he intends to appear in person or by proxy
at the 1999 Annual Meeting of Shareholders of the Company to
propose the nomination of the director described herein.
4. Attached to this letter is a copy of the written
consent of the nominee described herein to serve as a member
of the Board of Directors of the Company if so elected.
Relational does not acknowledge the validity of the
notice requirement of Article II, Section 2.12 of the
Company's Amended and Restated Bylaws, and the execution and
delivery of this notice shall not be deemed to constitute a
waiver of Relational's right to contest the validity of such
notice requirement or any portion thereof.
If you require any additional information regarding
this matter described herein or have any questions or
comments regarding any of the foregoing matters, please
contact me at (619) 597-9400.
Very truly yours,
RELATIONAL INVESTORS, LP,
a Delaware limited partnership
By: RELATIONAL INVESTORS LLC
a Delaware limited liability company
Its: General Partner
By: /s/ Ralph V. Whitworth
Ralph V. Whitworth
Its: Managing Member
Enclosures
cc: President of Nuevo Energy Company
Secretary of Nuevo Energy Company
David H. Batchelder
<PAGE>
EXHIBIT A
David H. Batchelder
Business Address:
Relational Investors LLC
4330 La Jolla Village Drive, Suite 220
San Diego, CA 92122
1. David H. Batchelder ("Mr. Batchelder") is highly
qualified to serve on the Company's Board of
Directors. His work has involved him with the
business of public companies for over 20 years.
Mr. Batchelder has particularly strong experience
in the oil and gas industry. He worked for Mesa
Petroleum Co. from 1978 through 1988 and served
from 1986 to 1988 as Mesa's president. Through
Batchelder & Partners, Inc., he has advised major
investors and companies in the oil and gas
industry with respect to multiple complex
transactions. Mr. Batchelder has served on the
boards of six public companies in which
capacities he has chaired multiple board
committees and undertaken special board
assignments.
2. Mr. Batchelder does not believe that he nor any
of his associates would have any substantial
interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted
upon at the 1999 Annual Meeting of the
Shareholders of the Company, other than election
to office. (Item 5(a)).
3. Mr. Batchelder is a Managing Member of
Relational Investors LLC, ("RILLC"). RILLC
is the general partner of Relational, and
certain other investment partnerships and
manages an investment account on behalf of
the David H. Batchelder Trust which in the
aggregate beneficially own 1,914,300 shares
of the Company's Common Stock. As a
Managing Member of RILLC, Mr. Batchelder
shares voting and dispositive power with
respect to (and therefore may be deemed to
beneficially own) 1,914,300 shares of the
Company's Common Stock. Other than as
described in this paragraph, Mr. Batchelder
does not beneficially own, directly or
indirectly, and does not have the right to
acquire beneficial ownership within
sixty (60) days of, any shares of any
class of voting securities or equity
securities of the Company or any of the
Company's parents or subsidiaries.
(Item 6(d)).
4. There are no pending legal proceedings in
which either Mr. Batchelder or any of his
associates is a party adverse to the
Company or any of its affiliates or in which
either Mr. Batchelder or any of his
associates has an interest adverse to the
Company or any of its affiliates. (Item 7(a)).
5. Mr. Batchelder does not currently hold any
position or office with the Company, and
Mr. Batchelder has never served as a
director of the Company. (Item 7(b)).
6. There is no arrangement or understanding
between Mr. Batchelder and any other person
pursuant to which he was or is to be
selected as a director or nominee. RILLC is
entitled to receive incentive fees with
respect to profits, as defined, received by
Relational (or any of the other investment
partnerships of which RILLC serves as
general partner) as a result of investments
in the Company's common stock. In general,
such incentive fees equal twenty percent (20%)
of net profits after the partnership has
received a hurdle rate of return.
Mr. Batchelder is entitled, through his
ownership interest in RILLC, to receive a
percentage of RILLC's profits. In addition,
Relational and the investment partnerships
referenced above reimburse RILLC for its
expenses and indemnify it and its affiliates
against expenses and liabilities related to
their investments. Mr. Batchelder is
required to share any compensation he may
receive for serving on the Company's Board of
Directors with Relational and certain of the
other investment partnerships of which RILLC
serves as general partner. (Item 7(b)).
7. Mr. Batchelder, age 49, has been the
chairman of the board of directors and chief
executive officer of Batchelder & Partners, Inc.,
an investment advisory and consulting firm,
since 1988. Mr. Batchelder has been a Managing
Member of RILLC, an investment advisory firm,
since March of 1996. Mr. Batchelder is a
director of Morrison Knudsen Corporation and
Apria Healthcare Group Inc. Mr. Batchelder is
not aware of any services or products of such
companies that could be regarded as competitive
with those of the Company. Neither Batchelder
& Partners, Inc. nor RILLC is a parent,
subsidiary or other affiliate of the Company.
(Item 7(b)).
8. Mr. Batchelder does not have any family
relationship, by blood, marriage or adoption,
to any director, officer or other affiliate
of the Company. (Item 7(b)).
9. During the past five years, Mr. Batchelder has
not been involved in any legal proceedings
described in Item 401(f) of Regulation S-K
promulgated by the SEC. (Item 7(b)).
10. Neither Mr. Batchelder nor any member of his
immediate family has, and neither Mr.
Batchelder nor any member of his immediate
family contemplates that he will have, a direct
or indirect material interest in any transaction,
or series of transactions, since the beginning
of the Company's last fiscal year, or any
currently proposed transaction, or series of
similar transactions, to which the Company or
any of its subsidiaries was or is contemplated
to be a party, in which the amount involved
exceeds $60,000. (Item 7(b)).
11. Neither Mr. Batchelder, nor any member of Mr.
Batchelder's immediate family, any corporation
or organization of which Mr. Batchelder is an
executive officer or partner or is, directly
or indirectly, the beneficial owner of 10% or
more of any class of equity securities or any
trust or other estate in which Mr. Batchelder
has a substantial beneficial interest or as to
which Mr. Batchelder serves as a trustee or in
a similar capacity has been indebted to the
Company or its subsidiaries at any time since
the beginning of the Company's last fiscal
year. (Item 7(b)).
12. Mr. Batchelder is not, and during the Company's
last fiscal year was not, subject to Section 16
of the Exchange Act with respect to the Company
and, accordingly, during the Company's last
fiscal year, was not required to file any
reports pursuant to Section 16 of the Exchange
Act with respect to the Company. (Item 7(b)).
13. Mr. Batchelder is not currently, and during the
Company's last fiscal year was not, an officer,
director or employee of, and Mr. Batchelder does
not currently own, and during the Company's last
fiscal year did not own, directly or indirectly,
in excess of a 10% equity interest in, any firm,
corporation or other business or professional
entity (i) which, since the beginning of the
Company's last fiscal year, has made, or
proposed to make payments to the Company or any
of its subsidiaries for property or services,
(ii) to which the Company or any of its
subsidiaries was indebted at the end of the
Company's last fiscal year, or (iii) to which
the Company or any of its subsidiaries has, since
the beginning of the Company's last fiscal year,
made payments, or proposed to make payments,
for property or services. (Item 7(c)).
14. Mr. Batchelder is not, and during the Company's
last fiscal year has not been, a member of, or
of counsel to, a law firm that the Company has
retained during the Company's last fiscal year,
and Mr. Batchelder is not, and during the
Company's last fiscal year has not been, a
partner or executive officer of any investment
banking firm that has performed services for
the Company during the Company's last fiscal
year. (Item 7(c)).
15. Mr. Batchelder does not have any other
relationships with the Company that are
substantially similar in nature and scope
to those relationships listed in the above
items (13) and (14). (Item 7(c)).
16. During the last three fiscal years, no
compensation or personal benefits were
awarded to, earned by, or paid to
Mr. Batchelder or any member of his
immediate family by any person for any
services rendered in any capacity to the
Company or its subsidiaries. (Item 8).
<PAGE>
December 11, 1998
Relational Investors, LP
4330 La Jolla Village Drive, Suite 220
San Diego, CA 92122
Gentlemen:
This letter confirms my consent to serve as a nominee
of Relational Investors, LP to stand for election in
the election of members of Nuevo Energy Company's
(the "Company") board of directors at the Company's
1999 annual meeting of shareholders. I also hereby
confirm my intent and consent to serve on such
board of directors if elected.
Confirmed:
/s/ David H. Batchelder
David H. Batchelder
