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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): JANUARY 23, 2001
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 2. Acquisition or Disposition of Assets
On January 23, 2001, Newfield Exploration Company ("Newfield") acquired all of
the outstanding capital stock of Lariat Petroleum Inc ("Lariat") by merging
Lariat with and into Newfield Exploration Mid-Continent Inc., a wholly owned
subsidiary of Newfield. The total consideration for the acquisition was
approximately $333 million, inclusive of the assumption of debt and certain
other obligations of Lariat. The transaction will be accounted for as a
purchase.
The total consideration consisted of approximately 1.9 million shares of
Newfield's stock with a value, based on the closing price on January 22, of $68
million and $265 in cash. Newfield financed the cash portion of the
consideration under its new credit facility. See Item 5 below.
Lariat is a private, independent exploration and production company primarily
focused in the Anadarko Basin of Oklahoma. As of June 30, 2000, Lariat had a
proved reserve base of 256 billion cubic feet equivalent ("Bcfe"). Approximately
75% of Lariat's proved reserves are natural gas and 90% are located in Oklahoma.
During 2000, Lariat drilled 91 wells in Oklahoma and seven wells in the Permian
Basin. Lariat's daily production at the end of 2000 was approximately 45 million
cubic feet of gas and 1,900 barrels of oil.
The acquisition provides a new focus area for Newfield, adding natural gas
assets with a reserve life index of about 11 years. As a result of the
acquisition, Newfield's total proved reserves are in excess of 900 Bcfe and
approximately 40% of those reserves are located onshore U.S.
Randy Foutch, the President and Chief Executive Officer of Lariat, will
continue in such capacity with Newfield Exploration Mid-Continent Inc. and was
elected Vice President - Mid-Continent of Newfield.
The statements set forth in this Report regarding estimated reserves and
reserve life indices are forward looking and are based upon assumptions and
anticipated results that are subject to numerous uncertainties. Actual results
may vary significantly from those anticipated due to many factors, including
drilling results, oil and gas prices, industry conditions, the prices of goods
and services, the availability of drilling rigs and other support services and
the availability of capital resources, labor conditions and other factors set
forth in Newfield's Annual Report on Form 10-K for the year ended December 31,
1999. In addition, the drilling of oil and gas wells and the production of
hydrocarbons are subject to governmental regulations and operating risks.
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Item 5. Other Events
In connection with the acquisition of Lariat, Newfield obtained a new
reserve-based revolving credit facility pursuant to a Credit Agreement with The
Chase Manhattan Bank, as Agent, and the banks signatory thereto, as amended by
First Amendment Agreement dated as of January 31, 2001 (the "Credit Agreement").
The banks participating in the new facility have committed to lend Newfield up
to $425 million. The amount available under the facility is subject to a
calculated borrowing base determined by banks holding 75% of the aggregate
commitments, which is reduced by the aggregate outstanding principal amount of
any senior unsecured notes issued by Newfield (currently $125 million). The
borrowing base will be redetermined at least semi-annually and, after reduction
for currently outstanding senior unsecured notes, is currently $385 million. The
new facility contains restrictions on the payment of dividends and the
incurrence of debt as well as other customary covenants and restrictions. The
new facility matures on January 23, 2004.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
It was impracticable to provide the required financial statements for the
Business Acquired by the date this Report was filed with the Securities and
Exchange Commission (the "Commission") as none of the required financial
statements were available on such date. The Company will provide such statements
under cover of Form 8-K/A as soon as practicable, but in any event not later
than 60 days after the date this Report was required to be filed with the
Commission.
(b) Pro Forma Financial Information.
It was impracticable to provide the required pro forma financial
information by the date this Report was filed with the Commission as none of the
required information was available on such date. The Company will provide such
information under cover of Form 8-K/A as soon as practicable, but in any event
not later than 60 days after the date this Report was required to be filed with
the Commission.
(c) Exhibits.
Each of the following exhibits is filed herewith:
10.1 Amended and Restated Agreement and Plan of Merger, dated as of
January 19, 2001, by and among Newfield, Newfield Exploration Mid-
Continent Inc., Lariat and the former stockholders of Lariat
10.2.1 Credit Agreement, dated as of January 23, 2001, among Newfield, The
Chase Manhattan Bank, as Agent, and the banks signatory thereto
(the "Credit Agreement")
10.2.2 First Amendment Agreement, dated as of January 31, 2001, amending
the Credit Agreement
10.3 Registration Rights Agreement, dated as of January 23, 2001, by and
among Newfield and certain of the former stockholders of Lariat
10.4.1 Employment Agreement, dated April 1, 1997, by and between Lariat
and Raymond A. Foutch (the "Foutch Employment Agreement")
10.4.2 Letter Agreement, dated December 28, 2000, amending the Foutch
Employment Agreement
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SIGNATURE
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 thereunto duly authorized.
NEWFIELD EXPLORATION COMPANY
Date: February 7, 2001 By: /s/ Terry W. Rathert
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Terry W. Rathert
Vice President, Chief Financial
Officer and Secretary
(Authorized Officer and Principal
Financial Officer)
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EXHIBIT INDEX
Exhibit
No. Description
10.1 Amended and Restated Agreement and Plan of Merger, dated as of
January 19, 2001, by and among Newfield, Newfield Exploration Mid-
Continent Inc., Lariat and the former stockholders of Lariat
10.2.1 Credit Agreement, dated as of January 23, 2001, among Newfield, The
Chase Manhattan Bank, as Agent, and the banks signatory thereto
(the "Credit Agreement")
10.2.2 First Amendment Agreement, dated as of January 31, 2001, amending
the Credit Agreement
10.3 Registration Rights Agreement, dated as of January 23, 2001, by and
among Newfield and certain of the former stockholders of Lariat
10.4.1 Employment Agreement, dated April 1, 1997, by and between Lariat
and Raymond A. Foutch (the "Foutch Employment Agreement")
10.4.2 Letter Agreement, dated December 28, 2000, amending the Foutch
Employment Agreement