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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
July 12, 1999
NUEVO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-10537 76-0304436
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1021 MAIN, SUITE 2100
HOUSTON, TEXAS 77002
(Address of principal executive offices)
(713) 652-0706
(Registrant's telephone number, including area code)
1331 Lamar, Suite 1650
Houston, Texas 77010
(Former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Not applicable
ITEM 5. OTHER EVENTS
Nuevo Energy Company made the Press Release attached hereto as Exhibit
99A.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99A. Copy of the Company's Press Release dated July 12, 1999
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not applicable
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SIGNATURES
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 hereunto duly authorized.
NUEVO ENERGY COMPANY
July 21, 1999 By: /s/ BRUCE K. MURCHISON
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Bruce K. Murchison
General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
Exhibit 99A Press Release dated July 12, 1999
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EXHIBIT 99A
HOUSTON, July 12 -- Nuevo Energy Company (NYSE:NEV) announced today
that it has authorized a new issuance of $260 million of 9 1/2% senior
subordinated notes due June 1, 2008. The Company is offering to exchange the new
notes for its outstanding $160 million of 9 1/2% senior subordinated notes due
2006 and $100 million of 8 7/8% senior subordinated notes due 2008.
For holders who validly tender and do not withdraw their old notes on
or before the solicitation date described below, the Company will pay the
following consideration:
o $1,000 principal amount of new notes plus $15.00 in cash for
each $1,000 principal amount of old 9 1/2% notes; and
o $1,000 principal amount of new notes for each $1,000 principal
amount of 8 7/8% notes plus a cash payment by the noteholder
of $8.75 for each $1,000 principal amount tendered.
The solicitation date is 5:00 p.m., New York City time, on July 26,
1999, unless extended.
For holders who validly tender after the solicitation date and do not
withdraw their old notes on or before the expiration date described below, the
Company will pay the following consideration:
o $1,000 principal amount of new notes for each $1,000 principal
amount of old 9 1/2% notes; and
o $990 principal amount of new notes for each $1,000 principal
amount of 8 7/8% notes plus a cash payment by the noteholder
of $8.75 for each $1,000 principal amount tendered.
The Company will pay accrued interest in cash to the date of closing of
the exchange offers on each old note accepted for exchange.
The expiration date is 5:00 p.m., New York City time, on August 10,
1999, unless extended or earlier terminated.
In connection with the exchange offers, the Company is soliciting
consents to proposed amendments to the indentures under which the old notes were
issued. These amendments delete most of the covenants in the old indentures.
The purpose of the exchange offers is to combine the Company's two
existing issues of senior subordinated notes into a single new issue in the
aggregate principal amount of $260 million. The purpose of the consent
solicitations is to streamline the Company's covenant structure and to provide
the Company with additional flexibility to pursue its operating strategy. The
covenants for the new notes will be identical to those in the 8 7/8% indenture
except for changes described in an offering memorandum being sent to holders.
The exchange offers are conditioned on receipt of tenders of at least a
majority of the outstanding principal amount of old 9 1/2% notes and at least a
majority of the outstanding principal amount of 8 7/8% notes and satisfaction of
other customary conditions. Both the exchange offers will be closed at the same
time.
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The new notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold absent registration or an
applicable exemption from registration requirements. The Company is offering the
new notes only to qualified institutional buyers as defined in Rule 144A and to
institutional accredited investors as defined in Regulation D. The Company has
agreed to use its reasonable best efforts to register the new notes after the
closing of the exchange offers.
Requests for copies of documents or for technical assistance in
participating in the exchange offers should be directed to D.F. King & Co., Inc.
at (212) 269-5550 or toll free at (800) 829-6551.
Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the exploration for, and the acquisition, exploitation, development
and production of crude oil and natural gas. Nuevo's principal domestic
properties are located onshore and offshore California and onshore the Gulf
Coast region. Nuevo is the largest independent producer of oil and gas in
California. The Company's international properties are located offshore the
Republic of Congo and Ghana in West Africa.
Contact: Barbara B. Forbes, Director of Investor Relations of Nuevo
Energy Company, (713) 756-1652.
