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 14, 1998 -------------------- ENRON OIL & GAS COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-9743 47-0684736 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification No.) 1400 SMITH STREET HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 853-6161 ================================================================================ 2 Item 5. Other Events On December 14, 1998, Enron Oil & Gas Company sold $175 million principal amount of its 6.00% Notes due December 15, 2008 pursuant to an underwritten public offering. Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits (c) Exhibits 1.1 Underwriting Agreement dated December 9, 1998 between Enron Oil & Gas Company and NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc. 1.2 Certificate of Senior Vice President and Chief Financial Officer of Enron Oil & Gas Company establishing the terms of the 6.00% Notes due December 15, 2008. 1.3 Specimen of 6.00% Notes due December 15, 2008 in book-entry form. 1.4 Computation of Ratios of Earnings to Fixed Charges. -1- 3 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. ENRON OIL & GAS COMPANY Date: December 14, 1998 By: /s/ W. C. Wilson ---------------------------------- Walter C. Wilson Senior Vice President and Chief Financial Officer -2- 4 EXHIBIT INDEX 1.1 Underwriting Agreement dated December 9, 1998 between Enron Oil & Gas Company and NationsBanc Montgomery Securities LLC and Salomon Smith Barney Inc. 1.2 Certificate of Senior Vice President and Chief Financial Officer of Enron Oil & Gas Company establishing the terms of the 6.00% Notes due December 15, 2008. 1.3 Specimen of 6.00% Notes due December 15, 2008 in book-entry form. 1.4 Computation of Ratios of Earnings to Fixed Charges.