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): February 21, 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) Number) Identification No.)
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
2
Item 5. Other Events
On February 21, 2001, Newfield Exploration Company (the "Company")
agreed to offer, issue and sell $175 million of its 7 5/8% Senior Notes due 2011
(the "Notes") pursuant to, and subject to the terms and conditions set forth in,
an underwriting agreement and a pricing agreement with the underwriters of the
offering. The Notes are to be issued under a Senior Indenture dated as of
February 28, 2001 between the Company and First Union National Bank, as Trustee
(the "Indenture"), as supplemented by the Company's Officers' Certificate
delivered pursuant to Section 301 of the Indenture and dated as of February 28,
2001. Closing of the issuance and sale of the Notes is scheduled for February
28, 2001.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement dated as of February 21, 2001 among the
Company, UBS Warburg LLC and Wasserstein Perella Securities,
Inc.
1.2 Pricing Agreement dated as of February 21, 2001 among the
Company, UBS Warburg LLC and Wasserstein Perella Securities,
Inc.
4.1 Senior Indenture dated as of February 28, 2001 between the
Company and First Union National Bank, as Trustee.
4.2 Officers' Certificate delivered pursuant to Section 301 of the
Indenture dated as of February 28, 2001.
4.3 Form of 7 5/8% Senior Note due 2011 (included in Exhibit 4.2
hereto).
5.1 Opinion of Vinson & Elkins L.L.P.
12.1 Computation of Ratios of Earnings to Fixed Charges.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto)
25.1 Form T-1 Statement of Eligibility of Trustee under the Trust
Indenture Act of 1939 of First Union National Bank.
[The remainder of this page is intentionally left blank.]
3
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.
NEWFIELD EXPLORATION COMPANY
By: /s/ TERRY W. RATHERT
-------------------------------------
Terry W. Rathert
Vice President and
Chief Financial Officer
Dated: February 27, 2001
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement dated as of February 21, 2001 among the
Company, UBS Warburg LLC and Wasserstein Perella Securities,
Inc.
1.2 Pricing Agreement dated as of February 21, 2001 among the
Company, UBS Warburg LLC and Wasserstein Perella Securities,
Inc.
4.1 Senior Indenture dated as of February 28, 2001 between the
Company and First Union National Bank, as Trustee.
4.2 Officers' Certificate delivered pursuant to Section 301 of the
Indenture dated as of February 28, 2001.
4.3 Form of 7 5/8% Senior Note due 2011 (included in Exhibit 4.2
hereto).
5.1 Opinion of Vinson & Elkins L.L.P.
12.1 Computation of Ratios of Earnings to Fixed Charges.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto)
25.1 Form T-1 Statement of Eligibility of Trustee under the Trust
Indenture Act of 1939 of First Union National Bank.