SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-A/A
AMENDMENT NO. 5
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
_______________
EOG RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-0684736
(State or Other Jurisdiction (IRS Employer
of Incorporation or Identification Number)
Organization)
333 Clay Street
Suite 4200
Houston, Texas 77002-4103
(Address of Principal Executive (Zip Code)
Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the Exchange 12(g) of the Exchange Act and
Act and is effective pursuant is effective pursuant to
General instruction A.(c), General Instruction A.(d),
please check the following box. please check the following box.
Securities Act registration statement file number to which this
form relates:
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Name of Each Exchange on Which
Registered Each Class is to be Registered
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Each Class)
The undersigned registrant hereby amends its
registration statement on Form 8-A filed with the Securities and
Exchange Commission on February 18, 2000, as follows:
Item 1. Amended and Restated Description of Securities to be
Registered.
On February 24, 2005, EOG Resources, Inc., a Delaware
corporation (the "Company"), entered into an amendment (the
"Amendment") to its Rights Agreement, dated as of February 14,
2000, as amended, between the Company and EquiServe Trust
Company, N.A. (as Rights Agent) (the "Rights Agreement") to
modify the definition of "Qualified Institutional Investor."
Under the terms of the Amendment, a Qualified Institutional
Investor is an institution that meets the following requirements:
(1) such institutional investor is described in Rule 13d-1(b)(1)
promulgated under the Securities Exchange Act of 1934 and is
eligible to report (and, if such institutional investor
beneficially owns greater than 5% of the Company's common stock,
par value $.01 per share (the "Company Common Stock"), then
outstanding, does in fact report) beneficial ownership of Company
Common Stock on Schedule 13G; (2) such institutional investor is
not required to file a Schedule 13D (or any successor or
comparable report) with respect to its beneficial ownership of
the Company Common Stock; (3) such institutional investor shall
"Beneficially Own" less than 15% of the Company Common Stock then
outstanding (including in such calculation the holdings of all of
such institutional investor's affiliates and associates other
than those which, under published interpretations of the SEC or
its Staff, are eligible to file separate reports on Schedule 13G
with respect to their beneficial ownership of the Company Common
Stock); and (4) such institutional investor shall Beneficially
Own less than 20% of the Company Common Stock then outstanding
(including in such calculation the holdings of all of the
institutional investor's affiliates and associates). Under the
terms of the Rights Agreement, a "Person" (other than the
Company, any subsidiary of the Company, any employee benefit plan
of the Company or any subsidiary of the Company, or any entity
holding Company Common Stock for or pursuant to the terms of any
such plan) who does not meet the aforementioned exception is
deemed an "Acquiring Person" if such Person is the Beneficial
Owner of 10% or more of the Company Common Stock.
The foregoing description is qualified in its entirety
by reference to the Rights Agreement and the Amendment which are
incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement, dated as of February 14, 2000,
between EOG Resources, Inc. and First Chicago Trust
Company of New York, as rights agent (incorporated
herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed February 18,
2000).
2. Amendment, dated as of December 13, 2001, to the Rights
Agreement, dated as of February 14, 2000, between
EOG Resources, Inc. and First Chicago Trust Company
of New York, as rights agent (incorporated herein by
reference to Exhibit 2 to Amendment No. 1 to the
Company's Registration Statement on Form 8-A/A, filed
December 14, 2001).
3. Letter, dated December 13, 2001, from First Chicago
Trust Company of New York to EOG Resources, Inc.
resigning as rights agent effective January 12, 2002
(incorporated herein by reference to Exhibit 3 to
Amendment No. 2 to the Company's Registration Statement
on Form 8-A/A, filed February 7, 2002).
4. Amendment, dated as of December 20, 2001, to the Rights
Agreement, dated as of February 14, 2000, between
EOG Resources, Inc. and First Chicago Trust Company of
New York, as rights agent (incorporated herein by
reference to Exhibit 4 to Amendment No. 2 to the
Company's Registration Statement on Form 8-A/A, filed
February 7, 2002).
5. Letter, dated December 20, 2001, from EOG Resources,
Inc. to EquiServe Trust Company, N.A. appointing
EquiServe Trust Company, N.A. as successor rights
agent (incorporated herein by reference to Exhibit 5
to Amendment No. 2 to the Company's Registration
Statement on Form 8-A/A, filed February 7, 2002).
6. Amendment, dated as of April 11, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended,
between EOG Resources, Inc. and EquiServe Trust Company
of New York, as rights agent (incorporated herein by
reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K filed April 12, 2002).
7. Amendment, dated as of December 10, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended,
between EOG Resources, Inc. and EquiServe Trust Company,
N.A., as rights agent (incorporated herein by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K
filed December 11, 2002).
8. Amendment, dated as of February 24, 2005, to the Rights
Agreement, dated as of February 14, 2000, as amended,
between EOG Resources, Inc. and EquiServe Trust Company,
N.A., as rights agent (incorporated herein by reference
to Exhibit 4.12 to the Company's Annual Report on
Form 10-K filed February 25, 2005).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
EOG RESOURCES, INC.
Dated: March 2, 2005 By: /s/ HELEN LIM
Name: Helen Lim
Title: Treasurer
EXHIBIT INDEX
1. Rights Agreement, dated as of February 14, 2000,
between EOG Resources, Inc. and First Chicago Trust
Company of New York, as rights agent (incorporated
herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed February
18, 2000).
2. Amendment, dated as of December 13, 2001, to the
Rights Agreement, dated as of February 14, 2000,
between EOG Resources, Inc. and First Chicago Trust
Company of New York, as rights agent (incorporated
herein by reference to Exhibit 2 to Amendment No. 1
to the Company's Registration Statement on Form 8-A/A,
filed December 14, 2001).
3. Letter, dated December 13, 2001, from First Chicago
Trust Company of New York to EOG Resources, Inc.
resigning as rights agent effective January 12, 2002
(incorporated herein by reference to Exhibit 3 to
Amendment No. 2 to the Company's Registration Statement
on Form 8-A/A, filed February 7, 2002).
4. Amendment, dated as of December 20, 2001, to the Rights
Agreement, dated as of February 14, 2000, between EOG
Resources, Inc. and First Chicago Trust Company of New
York, as rights agent (incorporated herein by reference
to Exhibit 4 to Amendment No. 2 to the Company's
Registration Statement on Form 8-A/A, filed
February 7, 2002).
5. Letter, dated December 20, 2001, from EOG Resources,
Inc. to EquiServe Trust Company, N.A. appointing
EquiServe Trust Company, N.A. as successor rights agent
(incorporated herein by reference to Exhibit 5 to
Amendment No. 2 to the Company's Registration Statement
on Form 8-A/A, filed February 7, 2002).
6. Amendment, dated as of April 11, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended,
between EOG Resources, Inc. and EquiServe Trust Company
of New York, as rights agent (incorporated herein by
reference to Exhibit 4.1 to the Company's Current Report
on Form 8-K filed April 12, 2002).
7. Amendment, dated as of December 10, 2002, to the Rights
Agreement, dated as of February 14, 2000, as amended,
between EOG Resources, Inc. and EquiServe Trust Company,
N.A., as rights agent (incorporated herein by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K
filed December 11, 2002).
8. Amendment, dated as of February 24, 2005, to the Rights
Agreement, dated as of February 14, 2000, as amended,
between EOG Resources, Inc. and EquiServe Trust Company,
N.A., as rights agent (incorporated herein by reference
to Exhibit 4.12 to the Company's Annual Report on Form
10-K filed February 25, 2005).