-----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, WO6DE6R0k/nVivswAQn+IMJaVaAnsdR15x2v5gqwn1DMT1na5EeamBmfX9EOjMiv LoXbxyY3seZwtV6EL+jn2g== /in/edgar/work/20000627/0000902595-00-000075/0000902595-00-000075.txt : 20000920 0000902595-00-000075.hdr.sgml : 20000920 ACCESSION NUMBER: 0000902595-00-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUEVO ENERGY CO CENTRAL INDEX KEY: 0000861819 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 760304436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41101 FILM NUMBER: 661601 BUSINESS ADDRESS: STREET 1: 1021 MAIN SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136520706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4330 LA JOLLA VILLAGE DRIVE, SUITE 220 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6195979400 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* NUEVO ENERGY COMPANY (Name of Issuer) Common Stock, par value $0.01 per share (Title of class of securities) 0067050910 (CUSIP number) Ralph V. Whitworth Relational Investors, LLC 11975 El Camino Real, Suite 300 San Diego, California 92130 (858) 704-3333 (Name, address and telephone number of person authorized to receive notices and communications) June 23, 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-l(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) 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). SCHEDULE 13D CUSIP No. 0067050910 - ------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Relational Investors, LLC - -------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------- 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 - ------------------------------------------------------- 7 SOLE VOTING POWER 1,171,100 NUMBER OF ------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,171,100 PERSON ------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,171,100 - -------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.65% - -------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------- CUSIP No. 006705910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Relational Investors, L.P. - -------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------- 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 - ------------------------------------------------------- 7 SOLE VOTING POWER 908,035 NUMBER OF ------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 908,035 PERSON ------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 908,035 - -------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.16% - -------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Relational Fund Partners, L.P. - -------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - -------------------------------------------------------- 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 - -------------------------------------------------------- 7 SOLE VOTING POWER 47,751 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 47,751 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 47,751 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Relational Coast Partners, L.P. - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - ------------------------------------------------------- 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 - ------------------------------------------------------- 7 SOLE VOTING POWER 40,348 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 40,348 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 40,348 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.23% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Relational Partners, L.P. - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - ------------------------------------------------------- 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 - ------------------------------------------------------- 7 SOLE VOTING POWER 144,262 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 144,262 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 144,262 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.82% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ralph V. Whitworth - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,171,100 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,171,100 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,171,100 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.65% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David H. Batchelder - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,171,100 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,171,100 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,171,100 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.65% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------- CUSIP No. 0067050910 - -------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joel L. Reed - ------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF --------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,171,1000 OWNED BY ------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON -------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,171,100 - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,171,100 - ------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.65% - ------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------- This Amendment No. 6 to Schedule 13D (this "Statement") is being filed by and on behalf of Relational Investors, L.P. ("RILP"), Relational Fund Partners, L.P. ("RFP"), Relational Coast Partners, L.P. ("RCP"), and Relational Partners, L.P. ("RP"). Each of RILP, RFP, RCP and RP is a Delaware limited partnership. The principal business of each of RILP, RFP, RCP and RP is investing in securities. This Statement is also being filed by and on behalf of Relational Investors, LLC ("RILLC"), a Delaware limited liability company. The principal business of RILLC is being the sole general partner of RILP, RFP, RCP and RP. RILP, RFP, RCP, RP and an account managed by RILLC are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of RILP, RFP, RCP and RP, and the investment management agreement for the account managed by RILLC, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement. This Statement is also being filed by and on behalf of Ralph V. Whitworth, David H. Batchelder and Joel L. Reed. Messrs. Whitworth, Batchelder and Reed are the Managing Members of RILLC, in which capacity they share voting control and dispositive power over the securities covered by this Statement. Messrs. Whitworth, Batchelder and Reed, therefore, may be deemed to have shared indirect beneficial ownership of such securities. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as a Managing Member of RILLC. The present principal occupation of Mr. Reed is serving as President of Batchelder & Partners, Inc. (Messrs. Whitworth, Batchelder and Reed, together with RILP, RFP, RCP, RP and RILLC, shall hereinafter be referred to as the "Reporting Persons"). This Statement hereby amends the Schedule 13D filed on April 20, 1998, as amended by the Schedule 13D/A filed on May 26, 1998, the Schedule 13D/A filed on July 16, 1998, the Schedule 13D/A filed on September 23, 1998, the Schedule 13D/A filed on December 14, 1998, and the Schedule 13D/A filed on March 2, 1999, as follows: ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended in its entirety by substituting the following: As of the date of this Statement, except as set forth below, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. On March 1, 1999, the Reporting Persons entered into a letter agreement (the "Agreement") with Nuevo Energy Company (the "Company"), a copy of which was filed as Exhibit 5 to the Schedule 13D/A filed on March 2, 1999. Pursuant to the Agreement, David H. Batchelder was elected to the Company's board of directors and RILLC agreed not to take certain actions with respect to the Company. Although Mr. Batchelder will continue to serve as a director, the Company's board voted to terminate the Agreement on March 29, 2000. The letter agreement terminating the Agreement is attached hereto as Exhibit 6. The Reporting Persons continue to closely monitor the Company's performance. Consistent with Mr. Batchelder's fiduciary duties as a member of the Company's board of directors, the Reporting Persons and their representatives and advisers intend to continue from time to time to discuss the Company and its business and management with members of the board of directors and management of the Company and communicate with other shareholders concerning the Company. The Reporting Persons may modify their plans in the future. The Reporting Persons may, from time to time, (i) acquire additional shares of Company common stock, par value $0.01 per share (the "Shares") (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions, or otherwise, or (ii) dispose of Shares (at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended in its entirety by substituting the following: (a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 1,171,100 Shares constituting 6.65% of the outstanding Shares (based upon 17,600,635 Shares outstanding on May 10, 2000 as set forth in the Company's Form 10-Q for the quarter ended March 31, 2000). The Reporting Persons may be deemed to have direct beneficial ownership of Shares as follows: NAME NUMBER OF PERCENT OF OUTSTANDING SHARES SHARES - ------ --------- ---------------------- RILLC 30,704 0.17% RILP 908,035 5.16% RFP 47,751 0.27% RCP 40,348 0.23% RP 144,262 0.82% RILLC, in its capacity as an investment management consultant, may be deemed to possess direct beneficial ownership of the 24,704 Shares that are owned by an account it manages, 2,500 Shares granted to Mr. Batchelder as a board member and 3,500 options to purchase Shares granted to Mr. Batchelder, which are exercisable within 60 days of the date of this Amendment. Additionally, RILLC, as the sole general partner of each of RILP, RFP, RCP and RP, may be deemed to possess indirect beneficial ownership (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Shares of which any of RILP, RFP, RCP and RP may be deemed to possess direct beneficial ownership. Each of Messrs. Whitworth, Batchelder and Reed, as Managing Members of RILLC, may be deemed to share beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth, Batchelder and Reed disclaims beneficial ownership of such Shares for all other purposes. To the best knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares. (b) RILP has the sole power to vote or direct the vote of 908,035 Shares and the sole power to dispose or direct the disposition of such Shares. RFP has the sole power to vote or direct the vote of 47,751 Shares and the sole power to dispose or direct the disposition of such Shares. RCP has the sole power to vote or direct the vote of 40,348 Shares and the sole power to dispose or direct the disposition of such Shares. RP has the sole power to vote or direct the vote of 144,262 Shares and the sole power to dispose or direct the disposition of such Shares. RILLC has the sole power to vote or direct the vote of 24,704 Shares held by an account it manages, and the sole power to dispose or direct the disposition of such Shares. In addition, RILLC, as sole General Partner of RILP, RFP, RCP and RP, may be deemed to have the sole power to vote or direct the vote of 1,140,396 Shares held by such Reporting Persons, and the sole power to dispose or direct the disposition of such Shares. Messrs. Batchelder, Whitworth and Reed, as the Managing Members of RILLC, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares. (c) The Reporting Persons engaged in the following transactions in Shares during the past 60 days. All transactions involved sales of shares on the New York Stock Exchange, unless marked with an asterisk (*), which indicates a sale in the third market: Reporting Date of Number of Price per Person Sale Shares Share - --------- ------- --------- --------- RFP 6/1/00 7,000 $19.7768 RFP 6/6/00 57,200 $20.0400 RILP 6/23/00 3,845 $18.0015 RP 6/23/00 611 $18.0015 RFP 6/23/00 268 $18.0015 RCP 6/23/00 171 $18.0015 RILLC 6/23/00 105 $18.0015 RILP 6/23/00* 438,360 $18.0015 RP 6/23/00* 69,643 $18.0015 RFP 6/23/00* 30,593 $18.0015 RCP 6/23/00* 19,478 $18.0015 RILLC 6/23/00* 11,926 $18.0015 RILP 6/26/00 24,940 $18.0637 RP 6/26/00 3,962 $18.0637 RFP 6/26/00 1,311 $18.0637 RCP 6/26/00 1,108 $18.0637 RILLC 6/26/00 679 $18.0637 RILP 6/26/00* 60,790 $18.0637 RP 6/26/00* 9,658 $18.0637 RFP 6/26/00* 3,197 $18.0637 RCP 6/26/00* 2,701 $18.0637 RILLC 6/26/00* 1,654 $18.0637 (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by the account managed by RILLC may be delivered to such account. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibit 6 filed herewith is hereby added as an Exhibit: 6. Letter agreement between Nuevo Energy Company and Relational Investors, LLC, dated March 29, 2000. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Amendment No. 6 to Schedule 13D is true, complete and correct. Dated: June 27, 2000 RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. By: Relational Investors, LLC - -------------------------------- as general partner to each By: /s/ Ralph V. Whitworth ----------------------------- Ralph V. Whitworth Managing Member RELATIONAL INVESTORS, LLC By: /s/ Ralph V. Whitworth --------------------------------- Ralph V. Whitworth Managing Member /s/ Ralph V. Whitworth - -------------------------------------- Ralph V. Whitworth /s/ David H. Batchelder - -------------------------------------- David H. Batchelder /s/ Joel L. Reed - -------------------------------------- Joel L. Reed EXHIBIT INDEX Page No. Exhibit No. Description - ------- ----------- ----------- 6. Letter agreement between Nuevo Energy Company and Relational Investors, LLC, dated March 29, 2000. EX-6 2 0002.txt EXHIBIT 6 EXHIBIT 6 LETTER AGREEMENT BETWEEN NUEVO ENERGY OMPANY AND RELATIONAL INVESTORS, LLC, DATED MARCH 29, 2000. [Letterhead of Nuevo Energy Company] March 29, 2000 Relational Investors, LLC 4330 La Jolla Village Drive Suite 200 San Diego, CA 92212 Re: Termination Agreement Gentlemen: Relational Investors, LLC ("Relational") recently requested that Nuevo Energy Company ("Company") consider the termination of the March 1, 1999 Letter Agreement between Relational and the Company ("Letter Agreement"). Among other things, the Letter Agreement sets out the duties and obligations of each party upon election to the Board of a director proposed by Relational. The letter Agreement further required that the director submit an undated letter of resignation. Having fully considered the request submitted by Relational, the Company concurs that the Letter Agreement should be terminated and that the director should be permitted to withdraw the undated letter of resignation. Therefore, in consideration of the mutual benefits accruing to each party, Relational and the Company agree that, effective March 29, 2000, the Letter Agreement is cancelled and terminated for all purposes and shall be of no further force or effect. Each party hereby releases the other from any and all future obligations, duties or liabilities associated with the Letter Agreement. The undated letter of resignation which was required by the Letter Agreement is hereby voided and is deemed by the parties to be withdrawn for all purposes. If the foregoing accurately sets out our agreement, please so indicate by executing both copies of this letter and returning one copy to me. This document may be executed in two counterparts which together shall constitute a single agreement. Yours very truly NUEVO ENERGY COMPANY By: /s/Douglas L. Foshee Douglas L. Foshee Confirmed and agreed to as of the date first written above, RELATIONAL INVESTORS, LLC, on behalf of itself and its affiliates, associates, and David Batchelder. By: /s/David H. Batchelder -----END PRIVACY-ENHANCED MESSAGE-----