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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): AUGUST 2, 1999
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
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Item 5. Other Events
See the following press releases by Newfield Exploration Company
announcing the acquisitions of interests in the Gulf of Mexico and the
offering of $125 million of cumulative quarterly income convertible
preferred securities.
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NEWFIELD ANNOUNCES $125 MILLION OFFERING OF CUMULATIVE QUARTERLY INCOME
CONVERTIBLE PREFERRED SECURITIES
HOUSTON, TX. (August 2, 1999) - Newfield Exploration Company (NYSE: NFX)
announced today that its subsidiary, Newfield Financial Trust I, intends to
publicly offer 2,500,000 Cumulative Quarterly Income Convertible Preferred
Securities (QUIPS) (liquidation preference $50 per QUIPS). The QUIPS will be
convertible into common stock of Newfield. The offering is expected to be made
later this month.
Newfield Financial Trust I will use the proceeds from this offering to purchase
Junior Subordinated Convertible Debentures due 2029 from Newfield. Newfield
will use the proceeds from the sale of the debentures to repay outstanding
indebtedness primarily incurred to fund acquisitions and drilling activities
and to pay a portion of the purchase price of its pending Gulf of Mexico
acquisition.
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette, Merrill Lynch & Co. and
Dain Rauscher Wessels will be the managing underwriters for the offering.
Copies of the preliminary prospectus relating to these securities may be
obtained from Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004 or by
accessing the website of the Securities and Exchange Commission at www.sec.gov.
Any offering shall be made only by means of a final prospectus. This press
release shall not constitute an offer to sell nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale of
these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such state.
Newfield common stock is listed on the New York Stock Exchange under the symbol
NFX.
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NEWFIELD EXPLORATION AGREES TO ACQUIRE GULF OF MEXICO ASSETS
HOUSTON, TX. (August 4, 1999) - Newfield Exploration Company (NYSE: NFX)
announced today that it has signed a purchase and sale agreement with Phillips
Petroleum Company to acquire interests in 42 leases in 22 Gulf of
Mexico fields for approximately $22 million. Newfield expects to be named
operator in six of the fields. The purchase price and the interests to be
acquired will be subject to customary adjustments, including the possible
exercise of preferential purchase rights by third parties. Closing of the
transaction is expected to occur after preferential purchase rights have been
exercised or lapsed.
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NEWFIELD ANNOUNCES ISSUANCE OF $125 MILLION CUMULATIVE QUARTERLY INCOME
CONVERTIBLE PREFERRED SECURITIES
HOUSTON, TX. (August 10, 1999) - Newfield Exploration Company (NYSE: NFX)
today announced that its subsidiary, Newfield Financial Trust I, will
issue 2,500,000 of its 6.50% Cumulative Quarterly Income Convertible
Preferred Securities (QUIPS) (liquidation preference $50 per QUIPS) for
gross proceeds of $125,000,000 in a public offering scheduled to close
August 13, 1999.
The QUIPS are convertible into Newfield common stock at any time prior
to maturity at a conversion price of $36.64 per share of Newfield common
stock. Newfield Financial Trust I will use the proceeds from this offering
to purchase Junior Subordinated Convertible Debentures due 2029 from
Newfield. The notes are due August 15, 2029 and are not redeemable by Newfield
prior to August 15, 2002, except in the event of certain tax changes. The
offering is being made pursuant to a registration statement filed with the
Securities and Exchange Commission, as previously announced.
Net proceeds from the sale of the Junior Subordinated Convertible Debentures
due 2029 will be used by Newfield to repay outstanding indebtedness under its
revolving credit facility and money market lines of credit incurred primarily
to fund acquisitions and drilling activities and to fund a portion of the
purchase price of its pending Gulf of Mexico acquisitions.
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette, Merrill Lynch & Co. and
Dain Rauscher Wessels are the underwriters for the offering.
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NEWFIELD EXPLORATION CLOSES CUMULATIVE QUARTERLY INCOME CONVERTIBLE
PREFERRED SECURITIES ISSUANCE
HOUSTON, TX. (August 16, 1999)- Newfield Exploration Company (NYSE: NFX) today
announced that its subsidiary, Newfield Financial Trust I, closed the issuance
of 2,875,000 of its 6.50% Cumulative Quarterly Income Convertible Preferred
Securities (QUIPS) (liquidation preference $50 per QUIPS) for gross proceeds
of $143,750,000 in a public offering, which included the underwriters'
exercise of a 15% over-allotment option. Net proceeds after payment of the
underwriting fees and estimated expenses will be approximately $139 million.
Goldman, Sachs & Co., Donaldson, Lufkin & Jenrette, Merrill Lynch & Co. and
Dain Rauscher Wessels were the underwriters for the offering.
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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: August 16, 1999 By: /s/ Terry W. Rathert
Terry W. Rathert
Vice President-Planning and
Administration and Secretary
(Authorized Officer and Principal
Financial Officer)