-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ct7Cgxjrg7fNinUf1kV0Kihf3r1cHY0Zg417L7mWFAqVZSSGPgHMlBLxisPxhLt5 I3j91oxeOF+fHS9C+aCvKw== 0000950129-00-005813.txt : 20001204 0000950129-00-005813.hdr.sgml : 20001204 ACCESSION NUMBER: 0000950129-00-005813 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001201 GROUP MEMBERS: ENRON ASSET HOLDINGS, LLC GROUP MEMBERS: ENRON CORP/OR/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EOG RESOURCES INC CENTRAL INDEX KEY: 0000821189 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 470684736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40827 FILM NUMBER: 782348 BUSINESS ADDRESS: STREET 1: 1200 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002-7361 BUSINESS PHONE: 7136517000 MAIL ADDRESS: STREET 1: 1200 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002-7361 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OIL & GAS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENRON CORP/OR/ CENTRAL INDEX KEY: 0001024401 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 470255140 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002-7369 BUSINESS PHONE: 7138536161 MAIL ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002-7369 FORMER COMPANY: FORMER CONFORMED NAME: ENRON OREGON CORP DATE OF NAME CHANGE: 19961008 SC 13D/A 1 h82387sc13da.txt ENRON CORP. FOR EOG RESOURCES, INC. - AMEND. #5 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* EOG RESOURCES, INC. ------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE ------------------------------ (Title of Class of Securities) 293562 10 4 -------------- (CUSIP Number) Rex R. Rogers Vice President and Associate General Counsel Enron Corp. 1400 Smith Street Houston, TX 77002 (713) 853-3069 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 21, 2000 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: /_/ NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 2 SCHEDULE 13D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Enron Asset Holdings, LLC I.R.S. NO. 76-0661426 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /__/ (B) / X / --- - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /_/ - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,500,000 ** -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 SHARED DISPOSITIVE POWER WITH 11,500,000 ** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,500,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON LLC - ------------------------------------------------------------------------------- ** Subject to contractual restrictions on the right to vote or dispose of shares reported, which restrictions are described in this Schedule 13D/A and in Amendment No. 4 to EOG Resources, Inc.'s Schedule 13D. Page 2 of 6 3 SCHEDULE 13D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ENRON CORP. I.R.S. NO. 47-0255140 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) /__/ (B) /__/ N/A - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK, WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /_/ - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION OREGON - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,500,000 *** -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 11,500,000 *** - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,500,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- *** Subject to contractual restrictions on Enron's right to vote or dispose of shares reported, which restrictions are described in Amendment No. 4 to EOG Resources, Inc.'s Schedule 13D. Page 3 of 6 4 Items 2, 4, 5 and 7 of the Schedule 13D of Enron Corp., an Oregon corporation ("Enron"), dated October 10, 1997 as most recently amended by Schedule 13D/A dated August 16, 1999 are amended by the addition of the following (terms capitalized but not defined herein are used as defined in such Schedule 13D/A): ITEM 2. IDENTITY AND BACKGROUND, ITEM 4. PURPOSE OF TRANSACTION AND ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Effective as of November 21, 2000, Enron contributed the shares of the Issuer's Common Stock held by Enron to Enron Finance Partners, LLC ("EFP"), a Delaware limited liability company, as a capital contribution. Immediately thereafter and effective as of November 21, 2000, (a) EFP contributed the Common Stock to Enron Intermediate Holdings, LLC ("EIH"), a Delaware limited liability company, as a capital contribution, and (b) EIH further contributed the Common Stock to Enron Asset Holdings, LLC ("EAH"), a Delaware limited liability company, as a capital contribution. EAH is holding the Common Stock in Aeneas L.L.C. ("Aeneas"), a Delaware limited liability company and an affiliate of EAH. The foregoing contributions were made as part of an internal reorganization of certain assets of Enron. EAH is the Class A Member and managing member of Aeneas. Enron Finance Management, LLC ("EFM"), a Delaware limited liability company, is the Class A Member and managing member of EAH, and EIH is the Class B Member of EAH. EFP is the sole member of EIH. EFM is the Class A Member (and managing member) and Enron and other wholly-owned subsidiaries of Enron are the Class B Members of EFP. EFM, as both the Class A Member of EFP and the Class A Member of EAH, may be deemed to be controlling persons of EAH and Aeneas. This Schedule 13D/A amendment is being filed by (i) EAH (as its initial filing of Schedule 13D), whose principal business is the ownership and management of a diversified portfolio of energy related investments and (ii) Enron. EAH and Enron are referred to herein as the "Reporting Entities." The address of the principal business offices of Enron, EFM, EFP, EIH, EAH and Aeneas are 1400 Smith Street, Houston, Texas 77002. EFM, EFP, EIH, EAH and Aeneas are member managed limited liability companies and have no officers or directors. Schedule I attached hereto sets forth current information with respect to each director and each executive officer of Enron. To Enron's knowledge, except as set forth on Schedule II hereto, each of the officers and directors set forth on Schedule II has sole voting and dispositive power with respect to the shares of Common Stock set forth next to such individual's name on Schedule II. The filing of this statement on Schedule 13D/A shall not be construed as an admission that EFM, EAH or any person listed on Schedules I or II hereto is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. None of the Reporting Entities, nor to their knowledge, EFM, EFP, EIH, Aeneas or any person listed on Schedules I or II hereto, has been, during the last five years (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or Page 4 of 6 5 mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws. The Common Stock was acquired by EAH as a contribution to its capital. The Common Stock is being held by EAH's affiliate, Aeneas, for investment purposes. EAH intends to review its investment in the Issuer on a continuing basis and, depending upon the price of, and other market conditions relating to, the Common Stock, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to EAH, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of its investment in the Issuer, subject to the terms of the Share Exchange Agreement, dated as of July 19, 1999, by and between Enron and the Issuer (the "Exchange Agreement"). Enron is no longer the record holder of any shares of Common Stock. However, EAH holds of record 11,500,000 shares of Common Stock previously held in the name of Enron. Such shares of Common Stock represent approximately 9.9% of the outstanding Common Stock (based on the number of shares of Common Stock outstanding as of October 24, 2000, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2000). Enron may also be deemed to beneficially own the shares of Common Stock held of record by EAH and thus may be deemed to continue to share beneficial ownership of 11,500,000 shares of Common Stock or approximately 9.9% of the outstanding shares of Common Stock (based on the number of shares outstanding as set forth in the Issuer's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000). EFM and Enron may be deemed to share voting and dispositive power over the Common Stock held by EAH or Aeneas. Other than the transactions described herein, none of the Reporting Entities, nor to their knowledge, EFM, EFP, EIH, or Aeneas or any of the persons named in Schedules I or II hereto, has effected any transactions in the Common Stock during the preceding sixty days. Pursuant to Section 6.2(c) of the Exchange Agreement, each of EFP, EIH, EAH and Aeneas have executed instruments confirming that the shares of Common Stock acquired by such party are bound by and subject to the terms of the Exchange Agreement, with the same force and effect as if each such party were originally a party thereto. In addition, Enron, EFP, EIH, EAH, Aeneas and the Issuer agreed to extend the time under the Exchange Agreement during which Enron has agreed to vote any Common Stock retained by it in a manner, if any, recommended by the board of directors of the Issuer until July 31, 2002. Item 7. Material to be Filed as Exhibits. Exhibit 6 Joint Filing Agreement. Page 5 of 6 6 After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 1, 2000 ENRON CORP. By: /s/ REX R. ROGERS ---------------------------------- Name: Rex R. Rogers Title: Vice President and Associate General Counsel ENRON ASSET HOLDINGS, LLC By: Enron Finance Management, LLC, its Class A Managing Member By: Enron Corp., its Sole Member By: /s/ REX R. ROGERS ----------------------- Name: Rex R. Rogers Title: Vice President and Associate General Counsel 7 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS ENRON CORP.
Name and Business Address Citizenship Position - ------------------------- ----------- -------- Robert A. Belfer U.S.A. Director of Enron Corp. Belco Oil & Gas Corp. Chairman and Chief Executive 767 Fifth Avenue, 46th Fl. Officer of New York, NY 10153 Belco Oil & Gas Corp. Norman P. Blake, Jr. U.S.A. Director of Enron Corp. USF&G Corporation Chief Executive Officer and 6225 Smith Ave. LA0300 Secretary General of the United Baltimore, MD 21209 States Olympic Committee Ronnie C. Chan U.S.A. Director of Enron Corp. Hang Lung Development Limited Chairman of Hang Lung Development 291F, Standard Chartered Bk Bldg. Limited 4 Des Vouex Road Central Hong Kong John H. Duncan U.S.A. Director of Enron Corp. 5851 San Felipe, Suite 850 Investments Houston, TX 77057 Paulo V. Ferraz Pereira Brazilian Director of Enron Corp. Cia. Bozano, Simonsen President and Chief Operating Av. Rio Blanco, 138 - 4(degree)andar Officer of Meridional Financial 20057-900 Group and Managing Director of Rio de Janeiro, RJ Brazil Group Bozano Wendy L. Gramm U.S.A. Director of Enron Corp. P. O. Box 39134 Economist and Director of the Washington, DC 20016 Regulatory Studies Program of the Mercatus Center at George Mason University Ken L. Harrison U.S.A. Director of Enron Corp. Portland General Electric 121 S.W. Salmon Street Portland, Oregon 97204
1 8 SCHEDULE I (CONTINUED)
Name and Business Address Citizenship Position - ------------------------- ----------- -------- Robert K. Jaedicke U.S.A. Director of Enron Corp. Graduate School of Business Professor (Emeritus) of Stanford University Accounting at the Stanford Stanford, CA 94305 University Graduate School of Business in Stanford, California Kenneth L. Lay U.S.A. Director of Enron Corp. 1400 Smith Street Chairman of the Board and Chief Houston, TX 77002 Executive Officer of Enron Corp. Charles A. LeMaistre U.S.A. Director of Enron Corp. 13104 Travis View Loop President of the University of Austin, TX 78732 Texas M.D. Anderson Cancer Center in Houston, Texas Jerome J. Meyer U.S.A. Director of Enron Corp. 26600 S. W. Parkway, Bldg 63 Chairman and Chief Executive P. O. Box 1000 Officer of Tektronix, Inc. Wilsonville, OR 97070-1000 Jeffrey K. Skilling U.S.A. Director of Enron Corp. 1400 Smith Street President and Chief Houston, TX 77002 Operating Officer of Enron Corp. John A. Urquhart U.S.A. Director of Enron Corp. John A. Urquhart Assoc. Senior Advisor to the Chairman of 111 Beach Road Enron Corp. Fairfield, CT 06430 John Wakeham U.K. Director of Enron Corp. Pingleson House Old Alresford Hampshire S024 9TB United Kingdom
2 9 SCHEDULE I (CONTINUED)
Name and Business Address Citizenship Position - ------------------------- ----------- -------- Herbert S. Winokur, Jr. U.S.A. Director of Enron Corp. Winokur Holdings, Inc. Chairman and Chief Executive 30 East Elm Ct. Officer of Capricorn Holdings, Greenwich, CT 06830 Inc. John Mendelsohn, M.D. U.S.A. Director of Enron Corp. UT M.D. Anderson Cancer Center President of the University of Office of the President Texas M.D. Anderson Cancer Center 1515 Holcombe in Houston, Texas Houston, TX 77030 Frank Savage U.S.A. Director of Enron Corp. Alliance Capital Management Chairman of Alliance Capital International Management International 1345 Ave. of the Americas 39th Flr New York, NY 10105 J. Clifford Baxter U.S.A. Vice Chairman of Enron Corp. 1400 Smith Street Houston, TX 77002 Richard B. Buy U.S.A. Insider-Executive Vice President 1400 Smith Street and Chief Risk Officer of Enron Houston, TX 77002 Corp. Richard A. Causey U.S.A. Executive Vice President and 1400 Smith Street Chief Accounting Officer of Enron Houston, TX 77002 Corp. James V. Derrick, Jr. U.S.A. Executive Vice President and 1400 Smith Street General Counsel of Enron Corp. Houston, TX 77002 Andrew S. Fastow U.S.A. Executive Vice President and 1400 Smith Street Chief Financial Officer of Enron Houston, TX 77002 Corp. Mark A. Frevert U.S.A. Insider-President and Chief 1400 Smith Street Executive Officer of Enron Houston, TX 77002 Europe, Ltd.
3 10 SCHEDULE I (CONTINUED)
Name and Business Address Citizenship Position - ------------------------- ----------- -------- Stanley C. Horton U.S.A. Insider-Chairman and Chief 1400 Smith Street Executive Officer of Enron Gas Houston, TX 77002 Pipeline Group Steven J. Kean U.S.A. Insider-Executive Vice President 1400 Smith Street and Chief of Staff of Enron Corp. Houston, TX 77002 Mark E. Koenig U.S.A. Insider-Executive Vice President, 1400 Smith Street Investor Relations of Enron Corp. Houston, TX 77002 J. Mark Metts U.S.A. Insider-Executive Vice President, 1400 Smith Street Corporate Development of Enron Houston, TX 77002 Corp. Cindy K. Olson U.S.A. Insider-Executive Vice President, 1400 Smith Street Human Resources and Community Houston, TX 77002 Relations of Enron Corp. Lou L. Pai U.S.A. Insider-Chairman, President and 1400 Smith Street Chief Executive Officer of Enron Houston, TX 77002 Energy Services, Inc. Kenneth D. Rice U.S.A. Insider-Co-Chief Executive 1400 Smith Street Officer of Enron Communications, Houston, TX 77002 Inc.
4 11 SCHEDULE II BENEFICIAL OWNERSHIP OF SHARES BY DIRECTORS AND EXECUTIVE OFFICERS OF ENRON Number of Shares of Common Stock Beneficially Owned
=================== ================================ NAME OF DIRECTOR OR Sole Voting and Shared Voting and Dispositive EXECUTIVE OFFICER Dispositive Power Power =================== ================================ Andrew S. Fastow 7,899 - ------------------------------- Mark A. Frevert 6,015 - ------------------------------- Stanley C. Horton 1,777 - ------------------------------- Kenneth L. Lay 20,000 - ------------------------------- Kenneth D. Rice 2,258 - -------------------------------
5 12 EXHIBIT INDEX Exhibit 6 Joint Filing Agreement EX-99.6 2 h82387ex99-6.txt JOINT FILING AGREEMENT 1 Exhibit 6 JOINT FILING AGREEMENT The undersigned each agree that (i) the Statement on Schedule 13D relating to the Common Stock of EOG Resources, Inc., is adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. EXECUTED as of December 1, 2000. ENRON ASSET HOLDINGS, LLC By: Enron Finance Management, LLC, its Class A Managing Member By: Enron Corp., its Sole Member By: /s/ REX R.ROGERS ------------------------- Name: Rex R. Rogers Title: Vice President and Associate General Counsel ENRON CORP. By: /s/ REX R.ROGERS ------------------------------------ Name: Rex R. Rogers Title: Vice President and Associate General Counsel Exhibit 6 - Page 1 -----END PRIVACY-ENHANCED MESSAGE-----