SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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)
April 8, 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
1,293,300
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,293,300
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,293,300
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.39%
- ------------------------------------------------------------------------------
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
934,777
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 934,777
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
934,777
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.62%
- ------------------------------------------------------------------------------
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
111,391
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 111,391
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
111,391
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.55%
- ------------------------------------------------------------------------------
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
48,321
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 48,321
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
48,321
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.24%
- ------------------------------------------------------------------------------
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 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
167,753
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 167,753
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
167,753
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83%
- ------------------------------------------------------------------------------
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 1,293,300
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,293,300
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,293,300
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.39%
- ------------------------------------------------------------------------------
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 1,293,300
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,293,300
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,293,300
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.39%
- ------------------------------------------------------------------------------
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 1,293,300
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,293,300
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,293,300
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.39%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
common stock, par value $0.01 per share (the "Shares"), of Nuevo Energy
Company, a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 1331 Lamar Street, Suite 1650, Houston,
Texas 77010.
ITEM 2. IDENTITY AND BACKGROUND.
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").
During the last five years, none of the Reporting Persons has been
(i) convicted in a criminal proceeding or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
The business address of each of the Reporting Persons is 4330 La
Jolla Village Drive, Suite 220, San Diego, California 92122.
Messrs. Whitworth, Batchelder and Reed are citizens of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
An account managed by RILLC purchased an aggregate of 31,058 Shares
for total consideration (including brokerage commissions) of $1,369,364.74
derived from capital in the managed account and margin borrowings from the
client margin account at Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ").
RILP purchased an aggregate of 934,777 Shares for total
Consideration (including brokerage commissions) of $40,586,158.42 derived
from the capital of RILP.
RFP purchased an aggregate of 111,391 Shares for total consideration
(including brokerage commissions) of $4,821,906.36 derived from the capital
of RFP and margin borrowings from a margin account at DLJ.
RCP purchased an aggregate of 48,321 Shares for total consideration
(including brokerage commissions) of $2,163,984.73 derived from the capital
of RCP and margin borrowings from a margin account at DLJ.
RP purchased an aggregate of 167,753 Shares for total consideration
(including brokerage commissions) of $7,621,095.43 derived from the capital
of RP and margin borrowings from a margin account at DLJ.
Interest on the margin debt balance of each of the margin accounts
described above is charged at the then Federal Funds Rate plus 75 basis
points. DLJ has a lien on the Shares held by the account managed by RILLC and
those held by each of RFP, RCP and RP to secure the repayment of the margin
borrowings described above.
ITEM 4. PURPOSE OF THE TRANSACTION.
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 new board Chairman and Chief
Executive Officer and monitoring the positive steps the Company has taken
since his appointment to add respected independent directors to the Company's
board, the Reporting Persons have determined that it is not appropriate to
proceed with their plan to nominate directors and have by letter notified the
Company of this determination.
The Reporting Persons intend to closely monitor the Company's
performance and may modify their plans in the future. 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, 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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 1,293,300 Shares constituting 6.39% of
the outstanding Shares (the percentage of Shares owned being based upon
20,243,637 Shares outstanding at March 11, 1998 as set forth in the
Company's Form 10-K for the year ended December 31, 1997). The Reporting
Persons may be deemed to have direct beneficial ownership of Shares as
follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
- - ---- ---------------- -----------------------------
<S> <C> <C>
RILLC 31,058 0.15%
RILP 934,777 4.62%
RFP 111,391 0.55%
RCP 48,321 0.24%
RP 167,753 0.83%
</TABLE>
RILLC, in its capacity as an investment management consultant, may be
deemed to possess direct beneficial ownership of the 31,058 Shares that are
owned by an account which it manages. Additionally, RILLC, as the sole general
partner of each of RILP, RFP, RCP and RP, may be deemed indirectly to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) the Shares of which any of RILP, RFP, RCP and RP may be
deemed to possess direct beneficial ownership. Each of Messrs. Whitworth,
Batchelder and Reed, as Managing Members of RILLC, may be deemed to share
beneficial ownership of the Shares which RILLC may beneficially own. Each of
Messrs. Whitworth, Batchelder and Reed disclaims beneficial ownership of such
Shares for all other purposes.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 is the beneficial
owner of any Shares.
(b) RILP has the sole power to vote or direct the vote of 934,777
Shares and the sole power to dispose or direct the disposition of such Shares.
RFP has the sole power to vote or direct the vote of 111,391 Shares
and the sole power to dispose or direct the disposition of such Shares.
RCP has the sole power to vote or direct the vote of 48,321 Shares
and the sole power to dispose or direct the disposition of such Shares.
RP has the sole power to vote or direct the vote of 167,753 Shares
and the sole power to dispose or direct the disposition of such Shares.
RILLC has the sole power to vote or direct the vote of 31,058
Shares held by an account which it manages, and the sole power to dispose or
direct the disposition of such Shares. In addition, RILLC, as sole General
Partner of RILP, RFP, RCP and RP, may be deemed to have the sole power to vote
or direct the vote of 1,262,242 Shares held by such Reporting Persons, and the
sole power to dispose or direct the disposition of such Shares. Messrs.
Batchelder, Whitworth and Reed, as the Managing Members of RILLC, may be
deemed to share the power to vote or to direct the vote and to dispose or to
direct the disposition of such Shares.
(c) Information concerning transactions in the Shares by the
Reporting Persons during the past 60 days is set forth in Exhibit 1 filed with
this Statement.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares covered by this Statement, except that dividends from, and
proceeds from the sale of, the Shares held by the account managed by RILLC may
be delivered to such account.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
To the best of the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any other
person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, except
as follows: The respective partnership agreements of RILP, RFP, RCP, and RP
each contains provisions whereby its general partner (i.e., RILLC) may, after
certain adjustments, receive a percentage of realized profits, if any, derived
from that partnership's investments.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
1. Information concerning transactions in the Shares
effected by the Reporting Persons in the last 60
days.
2. Customer Agreement with Donaldson, Lufkin & Jenrette
Securities Corporation.
3. Joint Filing Agreement.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information contained in this
Statement is true, complete and correct.
Dated: April 20, 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>
Exhibit No. Description
Page No.
- - ----------- -----------
<S> <C> <C>
1. Information concerning transactions in the Shares
effected by the Reporting Persons in the last 60
days.
2. Customer Agreement with Donaldson,
Lufkin & Jenrette Securities
Corporation.
3. Joint Filing Agreement.
</TABLE>
Exhibit 1
TRANSACTIONS IN SHARES OF THE COMPANY
DURING THE PAST 60 DAYS
The Reporting Persons engaged in the following transactions in Shares
of the Company during the past 60 days. All transactions involved
purchases of Shares on the New York Stock Exchange, unless marked (T)
in the second column to indicate a purchase in the Third Market.
<TABLE>
<CAPTION>
Reporting Person with Direct Denotes Date of Number of
Beneficial Ownership Third Party Transaction Shares
<S> <C> <C> <C>
Relational Investors, L.P. (T) 4/7/98 4,973
Relational Investors, L.P. 4/7/98 21,803
Relational Partners, L.P. (T) 4/7/98 449
Relational Partners, L.P. 4/7/98 1,968
Relational Fund Partners, L.P. (T) 4/7/98 708
Relational Fund Partners, L.P. 4/7/98 3,104
Relational Coast Partners, L.P. (T) 4/7/98 204
Relational Coast Partners, L.P. 4/7/98 892
David H. Batchelder Trust (T) 4/7/98 167
David H. Batchelder Trust 4/7/98 733
Relational Investors, L.P. (T) 4/8/98 25,779
Relational Investors, L.P. 4/8/98 3,825
Relational Partners, L.P. (T) 4/8/98 2,328
Relational Partners, L.P. 4/8/98 345
Relational Fund Partners, L.P. (T) 4/8/98 3,670
Relational Fund Partners, L.P. 4/8/98 545
Relational Coast Partners, L.P. (T) 4/8/98 1,056
Relational Coast Partners, L.P. 4/8/98 157
David H. Batchelder Trust (T) 4/8/98 866
David H. Batchelder Trust 4/8/98 129
Relational Investors, L.P. 4/9/98 57,372
Relational Partners, L.P. 4/9/98 5,180
Relational Fund Partners, L.P. 4/9/98 8,168
Relational Coast Partners, L.P. 4/9/98 2,352
David H. Batchelder Trust 4/9/98 1,928
Relational Investors, L.P. 4/13/98 24,479
Relational Partners, L.P. 4/13/98 2,210
Relational Fund Partners, L.P. 4/13/98 3,485
Relational Coast Partners, L.P. 4/13/98 1,003
David H. Batchelder Trust 4/13/98 823
Relational Investors, L.P. (T) 4/14/98 5,661
Relational Investors, L.P. 4/14/98 24,938
Relational Partners, L.P. (T) 4/14/98 511
Relational Partners, L.P. 4/14/98 2,252
Relational Fund Partners, L.P. (T) 4/14/98 806
Relational Fund Partners, L.P. 4/14/98 3,550
Relational Coast Partners, L.P. (T) 4/14/98 232
Relational Coast Partners, L.P. 4/14/98 1,022
David H. Batchelder Trust (T) 4/14/98 190
David H. Batchelder Trust 4/14/98 838
Relational Investors, L.P. 4/15/98 36,412
Relational Partners, L.P. 4/15/98 3,288
Relational Fund Partners, L.P. 4/15/98 5,184
Relational Coast Partners, L.P. 4/15/98 1,493
David H. Batchelder Trust 4/15/98 1,233
Relational Investors, L.P. 4/16/98 26,009
Relational Partners, L.P. 4/16/98 2,348
Relational Fund Partners, L.P. 4/16/98 3,703
Relational Coast Partners, L.P. 4/16/98 1,066
David H. Batchelder Trust 4/16/98 874
Relational Investors, L.P. 4/17/98 21,419
Relational Partners, L.P. 4/17/98 1,934
Relational Fund Partners, L.P. 4/17/98 3,050
Relational Coast Partners, L.P. 4/17/98 878
David H. Batchelder Trust 4/17/98 719
</TABLE>
Exhibit 2
CUSTOMER AGREEMENT WITH DONALDSON,
LUFKIN & JENRETTE SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
277 Park Avenue - New York, New York 10172
CUSTOMER AGREEMENT
In consideration of your accepting and carrying for the undersigned
one or more accounts, the undersigned hereby consents and agrees that
APPLICABLE RULES AND REGULATIONS
1. All transactions for the undersigned shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market and its
clearing house, if any, where executed by you or your agents, including your
subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement, "securities, commodities and other
property," as used herein shall include, but not be limited to money,
securities and commodities of every kind and nature and all contracts and
options relating thereto, whether for present or future delivery.
LIEN
3. All securities, commodities and other property now or hereafter held,
carried or maintained by you in your possession and control for any purpose,
in or for any of the accounts of the undersigned, now or hereafter opened,
including accounts in which the undersigned may have an interest, shall be
subject to a lien for the discharge of all the indebtedness and other
obligations of the undersigned to you, and are to be held by you as security
for the payment of any liability or indebtedness of the undersigned to you in
any of said accounts. You shall have the right to transfer securities,
commodities and other property so held by you from or to any other of the
accounts of the undersigned whenever in your judgment you consider such a
transfer necessary for your protection. In enforcing your lien, you shall have
the discretion to determine which securities and property are to be sold and
which contracts are to be closed.
LIQUIDATION
4. You shall have the right in accordance with your general policies regarding
your margin maintenance requirements, as such may be modified, amended or
supplemented from time to time, or if, in your discretion you consider it
necessary for your protection to require additional collateral at an earlier
or later point in time than called for by said general policies, or in the
event that a petition in bankruptcy or for appointment of a receiver is filed
by or against the undersigned, or an attachment is levied against the accounts
of the undersigned, or in the event of the death of the undersigned, to sell
any or all securities, commodities and other property in the accounts of the
undersigned with you whether carried individually or jointly with others, to
buy any or all securities, commodities and other property which may be short
in such accounts, to cancel any open orders and to close any or all
outstanding contracts, all without demand for margin or additional margin,
notice of sale or purchase or other notice or advertisement. Any such sales or
purchases may be made at your discretion on any exchange or other market where
such business is usually transacted, or at public auction or private sale, and
you may be the purchasers for your own account. It being understood that a
prior demand, or call or prior notice of the time and place of such sale or
purchase shall not be considered a waiver of your right to sell or buy without
demand or notice as herein provided.
PAYMENT OF INDEBTEDNESS UPON DEMAND
5. The undersigned shall at all times be liable for the payment upon demand of
any debit balance or other obligations owing in any of the accounts of the
undersigned with you and the undersigned shall be liable to you for any
deficiency remaining in any such accounts in the event of the liquidation
thereof, in whole or in part, by you or by the undersigned and the undersigned
shall make payment of such obligations and indebtedness upon demand.
LIABILITY FOR COSTS OF COLLECTION
6. The reasonable costs and expenses of collection of the debit balance and
any unpaid deficiency in the accounts of the undersigned with you, including,
but not limited to, attorney's fees, incurred and payable or paid by you shall
be payable to you by the undersigned.
PLEDGE OF SECURITIES, COMMODITIES AND OTHER PROPERTY
7. All securities, commodities, and other property now or thereafter held,
carried or maintained by you in your possession in any of the accounts of the
undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities, commodities and other property for any amount due in the accounts
of the undersigned, or for any greater amount, and you may do so without
retaining to your possession or control for delivery a like amount of similar
securities, commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities, commodities and
other property in the accounts of the undersigned for margin purposes as you
shall require from time to time and the monthly debit balances or adjusted
balances in the accounts of the undersigned with you shall be charged in
accordance with your usual custom, with interest at a rate permitted by the
laws of the State of New York. It is understood that the interest charge made
to the undersigned's account at the close of a charge period will be added to
the opening balance for the next charge period unless paid.
You may exchange credit information about the undersigned with
others. You may request a credit report on the undersigned and, upon request,
you will state the name and address of the consumer reporting agency that
furnished it. If you extend, update or renew the undersigned's credit, you
may request a new credit report without telling the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
9. Communications may be sent to the undersigned at the address of the
undersigned or at such other address as the undersigned may hereafter give you
in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given to the undersigned personally,
whether actually received or not.
NON-INVESTMENT ADVICE
10. The undersigned acknowledges that you will not provide the undersigned
with any legal, tax or accounting advice, that your employees are not
authorized to give any such advice and that the undersigned will not solicit
or rely upon any such advice from you or your employees whether in connection
with transactions in or for any of the accounts of the undersigned or
otherwise. In making legal, tax or accounting decisions with respect to
transactions in or for the accounts of the undersigned or any other matter,
the undersigned will consult with and rely upon its own advisors and not you,
and you shall have no liability therefor.
SCOPE AND TRANSFERABILITY
11. This agreement shall cover individually and collectively all accounts
which the undersigned may open or reopen with you, and shall inure to the
benefit of your successors whether by merger, consolidation or otherwise, and
assigns, and you may transfer the accounts of the undersigned to your
successors and assigns, and this agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the undersigned.
EXTRAORDINARY EVENTS
12. You shall not be liable for loss caused directly or indirectly by
government restrictions, exchange or market rulings, suspension of trading,
war, strikes or other conditions beyond your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the undersigned is of
full age, that unless otherwise disclosed to you in writing, the undersigned
is not an employee of any exchange, or of any corporation of which any
exchange owns a majority of the capital stock, or of a member firm or member
corporation registered on any exchange or of a bank, trust company, insurance
company or of any corporations, firm or individual engaged in the business of
dealing either as a broker or as principal in securities, bills of exchange,
acceptances or other forms of commercial paper. The undersigned further
represents that no one except the undersigned has an interest in the account
or accounts of the undersigned with you.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual, their
obligations under this agreement shall be joint and several. The undersigned
have executed the Joint Account Agreement and made the election required
therein.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction for the
purchase or resale of an option contract, the undersigned hereby agrees to
abide by the rules of any national securities association, registered
securities exchange or clearing organization applicable to the trading of
option contracts and, acting alone or in concert, will not violate the
position or exercise limitation rules of any such association or exchange or
of the Options Clearing Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held to be
invalid or unenforceable by any court, or regulatory or self-regulatory agency
or body, such invalidity or unenforceability shall attach only to such
provision or condition. The validity of the remaining provisions and
conditions shall not be affected thereby and this agreement shall be carried
out as if any such invalid or unenforceable provision or condition were not
contained here.
HEADINGS ARE DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes only and
shall not be deemed to modify or qualify any of the rights or obligations set
forth in each such provision.
ARBITRATION DISCLOSURES
18. - ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN
COURT, INCLUDING THE RIGHT TO JURY TRIAL.
- PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS.
- THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY
THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH
THE SECURITIES INDUSTRY.
AGREEMENT TO ARBITRATE CONTROVERSIES
19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR BUSINESS
OR THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCED BEFORE THE NEW
YORK STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A
TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH
EXCHANGE) OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS THE
UNDERSIGNED MAY ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE
SELECTED ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE
OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF
INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL. IN THE
EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITH FIVE (5) DAYS OF SUCH
DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES YOU TO DO SO ON BEHALF OF
THE UNDERSIGNED.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST
ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO
ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS
CERTIFICATION IS DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE
CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE
AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER
THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
THE LAWS OF THE STATE OF NEW YORK GOVERN
20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
LOAN CONSENT
21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES
NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO
OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPH 19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF
THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individuals)
- --------------------------------------------- ---------------------------
(Name of Entity) (Name of Individual)
________________________________
(Second Party, If Joint Account)
By__________________________________________
Title_______________________________________
SEAL
DATED___________________________ ACCOUNT
NO______________________________
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule 13d-l(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a statement on Schedule 13D (including amendments thereto)
with respect to the common stock, par value $0.01 per share, of Nuevo Energy
Company, and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement this 20th day of April, 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
