<PAGE> 1
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): DECEMBER 3, 1996
NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-12534 72-1133047
(State or other jurisdiction (Commission file (I.R.S. employer
of incorporation or organization) number) identification number)
363 N. Sam Houston Parkway E.
Suite 2020
Houston, Texas 77060
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (281) 847-6000
<PAGE> 2
Item 5. Other Events
See the following press release announcing the declaration of a two-
for-one stock split of the outstanding common stock of Newfield Exploration
Company.
NEWFIELD ANNOUNCES COMMON STOCK SPLIT
FOR IMMEDIATE RELEASE
Houston, Texas (December 3, 1996) - Newfield Exploration Company (NYSE-NFX)
today announced that its Board of Directors declared a two-for-one stock
split of its outstanding common stock on December 1, 1996. The Board
established December 16, 1996 as the record date for the stock split and
December 30, 1996 as the date for mailing certificates representing the
additional shares to be outstanding as a result of the split. As a result
of the stock split, each holder of outstanding Newfield common stock at the
close of business on the record date will be entitled to receive one
additional share of Newfield common stock for each share of Newfield common
stock held of record by such holder.
Additionally, Newfield said today that Warburg, Pincus Investors, L.P.
(Warburg), informed the Company of its intent, subject to market conditions,
to distribute approximately 1.2 million [pre-split] shares of the common
stock of Newfield to its limited partners within the next sixty days. The
1.2 million shares represent approximately 6 1/2 percent of Newfield's
primary weighted average shares outstanding. Subsequent to the distribution
of these shares, Warburg will continue to be Newfield's single largest
stockholder, holding approximately 3.2 million common shares, or
approximately 17 percent of Newfield's primary weighted average shares
outstanding.
Warburg advised Newfield that it has no present intention to sell or
distribute additional shares. E.M. Warburg, Pincus & Co., Inc.'s Managing
Directors Howard H. Newman and Jeffrey A. Harris will remain on Newfield's
Board of Directors subsequent to the distribution.
"Both the stock split and the distribution of the Warburg shares should
improve the liquidity of Newfield stock," said Joe B. Foster, Chairman and
Chief Executive Officer of Newfield. "We will be pleased to welcome
Newfield's new stockholders as a result of the distribution and are
delighted that Warburg will continue to be actively represented on our
Board."
Newfield explores, develops and acquires oil and gas properties principally
in the Gulf of Mexico.
Newfield Exploration Company For more information contact:
363 N.Sam Houston Pkwy E., Suite 2020 James P. Ulm, II
Houston, Texas 77060 (281) 847-6000
(www.newfld.com)
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned thereunto duly authorized.
NEWFIELD EXPLORATION COMPANY
Date: December 3, 1996 By: /s/ Terry W. Rathert
Terry W. Rathert
Vice President and
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
