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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 1, 1999
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NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-12534 71-1133047
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
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.
Newfield Exploration Company (the "Company"), Newfield
Financial Trust I (the "Trust") and Newfield Financial Trust II
entered into an Underwriting Agreement dated as of August 1, 1999, and the
Company and the Trust entered into a Pricing Agreement dated as of August 9,
1999, covering the issue and sale by the Trust of up to 2,875,000 6 1/2%
Quarterly Income Convertible Preferred Securities, Series A (liquidation amount
$50 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities were registered under the Securities Act of 1933, as amended,
pursuant to the shelf registration statement (Registration Statement No.
333-59391) of the Company, the Trust and Newfield Financial Trust II.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement, dated as of August 1, 1999, among the Company, the Trust and Newfield
Financial Trust II.
1.2 Pricing Agreement, dated as of August 9, 1999, among the Company, the Trust and Goldman, Sachs
& Co., Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Dain Rauscher Wessels, a division of Dain Rauscher Incorporated.
4.1 Amended and Restated Trust Agreement of the Trust, dated as of August 13, 1999.
4.2 Form of Preferred Security of the Trust (included in Exhibit 4.1 above).
4.3 Junior Subordinated Convertible Indenture, dated as of August 13, 1999, between the Company and
First Union National Bank, as Trustee.
4.4 Form of 6 1/2% Junior Subordinated Convertible Debenture, Series A due 2029 (included in
Exhibit 4.3 above).
4.5 Guarantee Agreement, dated as of August 13, 1999, relating to the Trust.
8.1 Opinion of Vinson & Elkins L.L.P. as to certain tax matters.
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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 hereunto duly authorized.
NEWFIELD EXPLORATION COMPANY
Date: August 13, 1999 By: /s/ TERRY W. RATHERT
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Terry W. Rathert
Vice President
Planning and Administration
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement, dated as of August 1, 1999, among the Company, the Trust and Newfield
Financial Trust II.
1.2 Pricing Agreement, dated as of August 9, 1999, among the Company, the Trust and Goldman, Sachs
& Co., Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Dain Rauscher Wessels, a division of Dain Rauscher Incorporated.
4.1 Amended and Restated Trust Agreement of the Trust, dated as of August 13, 1999.
4.2 Form of Preferred Security of the Trust (included in Exhibit 4.1 above).
4.3 Junior Subordinated Convertible Indenture, dated as of August 13, 1999, between the Company and
First Union National Bank, as Trustee.
4.4 Form of 6 1/2% Junior Subordinated Convertible Debenture, Series A due 2029 (included in
Exhibit 4.3 above).
4.5 Guarantee Agreement, dated as of August 13, 1999, relating to the Trust.
8.1 Opinion of Vinson & Elkins L.L.P. as to certain tax matters.