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
March 1, 1999
NUEVO ENERGY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-10537 76-0304436
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
1331 LAMAR, SUITE 1650
HOUSTON, TEXAS 77010
(Address of principal executive offices)
(713) 652-0706
(Registrant's telephone number, including area code)
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
On March 1, 1999, we entered into a letter agreement with Relational Investors,
LLC, which is attached hereto as Exhibit 10. This agreement provides for the
election of Mr. David H. Batchelder to our board of directors no later than
March 31, 1999 and upon such election Relational will withdraw their Nomination
Notice. Mr. Batchelder will deliver to our board of directors an irrevocable
letter of resignation in the form attached as Exhibit A to the letter agreement
prior to his becoming a member of our board of directors. Mr. Batchhelder's
resignation becomes effective and the letter agreement terminates in accordance
with the terms of the letter agreement upon the good faith determination of a
majority of the directors that acceptance of the letter of resignation is
necessary to enable us to pursue strategic alternatives that are in the best
interest of our stockholders.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10. Letter agreement between Nuevo Energy Company and Relational
Investors, LLC, dated March 1, 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
/s/ ROBERT M. KING
March 10, 1999 By:________________________________
Robert M. King
Senior Vice President & Chief Financial
Officer
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