-----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, IVKahwY+gze+JWgDYLvL/RAtc61ANJLl5n8ZVXOTRG+ynx589G+PVF32xx/flgZ6 7m/WP+m/6ClV0gOT+0bDPw== 0000899243-02-002595.txt : 20020927 0000899243-02-002595.hdr.sgml : 20020927 20020927100540 ACCESSION NUMBER: 0000899243-02-002595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020716 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EEX CORP CENTRAL INDEX KEY: 0001023060 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752421863 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12905 FILM NUMBER: 02773848 BUSINESS ADDRESS: STREET 1: 2500 CITYWEST BLVD STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132433100 MAIL ADDRESS: STREET 1: 2500 CITYWEST BLVD. STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: ENSERCH EXPLORATION INC /TX/ DATE OF NAME CHANGE: 19970812 FORMER COMPANY: FORMER CONFORMED NAME: LONE STAR ENERGY PLANT OPERATIONS INC DATE OF NAME CHANGE: 19960917 8-K 1 d8k.txt FORM 8-K 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): July 16, 2002 EEX Corporation (Exact Name of Registrant as Specified in Charter) Texas 1-12905 75-2421863 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2500 CityWest Blvd. Suite 1400 Houston, Texas 77042 (Address and Zip Code of Principal Executive Offices) (713) 243-3100 (Registrant's telephone number, including area code) Item 5. Other Events. By an Amendatory Letter dated July 16, 2002, the Registrant and BP Exploration & Production Inc. amended that certain Asset Purchase, Farmout & Joint Exploration Agreement dated March 1, 2002, as previously amended, (the "Agreement"), to revise the description of leases included under the Agreement and to modify the minimum amount that BP is required to spend on further leasing and geophysical activities from $5.0 million to $4.7 million, subject to the terms of the Agreement. Item 7. Financial Statements and Exhibits (a) Financial Statements of business acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following exhibits are filed herewith: Exhibit Number Exhibit 10.1 Amendatory Letter dated July 16, 2002, by and between EEX Corporation and BP Exploration and Production Inc. amending the Asset Purchase, Farmout & Joint Exploration Agreement dated March 1, 2002, and the Offshore Operating Agreement attached thereto, previously filed as Exhibits 10.1 to 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. 2 SIGNATURES 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. EEX CORPORATION Date: September 26, 2002 By: /s/ T. E. Coats ---------------------------------- Name: T. E. Coats Title: Vice President and Controller 3 EX-10.1 3 dex101.txt AMENDATORY LETTER DATED JULY 16, 2002 EXHIBIT 10.1 [LETTERHEAD OF EEX CORPORATION] July 16, 2002 BP Exploration & Production Inc. Attention: Mr. E. Peter Zseleczky 501 WestLake Park Boulevard Houston, Texas 77079 Re: AMENDATORY LETTER Asset Purchase, Farmout & Joint Exploration Agreement dated March 1, 2002 Treasure Island Project OCS Gulf of Mexico Gentlemen: This Amendatory Letter is by and between EEX Corporation ("EEX"), and BP Exploration & Production Inc. ("BP"). EEX and BP are sometimes hereinafter referred to collectively as the "Parties". Capitalized terms used in this Amendatory Letter but not otherwise defined herein shall have the meaning ascribed to them in the "Agreement" (as hereinafter defined). WHEREAS, under date of March 1, 2002, EEX and BP entered into that certain Asset Purchase, Farmout & Joint Exploration Agreement ("Agreement"), whereby BP acquired certain interests in oil and gas leases on the OCS Shelf, and BP and EEX agreed to cooperate in further evaluation of such leases, the acquisition of additional oil and gas leases, and possibly, in the drilling of future wells as further set forth in the Agreement. WHEREAS, since the date of execution of the Agreement, it has been determined that OCS-G 14505 (Ship Shoal Block 261) expired of its own terms prior to the date that the Parties executed the Agreement. WHEREAS, since the date of execution of the Agreement, OCS-G 18020 (Ship Shoal Block 260) has expired of its own terms. WHEREAS, since the date of execution of the Agreement, OCS-G 23905 (Ship Shoal Block 212) and OCS-G 23908 (Ship Shoal Block 235) have been awarded by the MMS July 16, 2002-Amendatory Letter-Treasure Island Project-(Page 2) to the Parties as a result of their successful bids placed on such lease blocks at OCS Lease Sale No. 182. WHEREAS, the Parties desire a) to amend the Agreement to provide for an appropriate reduction in the Project Costs as a result of the expiration of OCS-G 14505 (Ship Shoal Block 261) prior to the execution date of the Agreement; and, b) to amend Exhibit "A" and Exhibit "D" of the Agreement to provide for deletion and/or addition of reference certain leases listed therein as a result of expiration and/or acquisition of such leases. NOW, THEREFORE, for and in consideration of the premises, EEX and BP hereby covenant and agree as follows: 1. The initial paragraph of Section 4 (BP Work Commitment, Seismic and Lease Acquisition) is amended to change the amount of Project Costs, as referenced therein, from five million dollars ($5,000,000.00) to four million seven hundred and two thousand five hundred sixty-nine dollars and thirty cents ($4,702,569.30), and from three million dollars ($3,000,000.00) to two million seven hundred and two thousand five hundred sixty-nine dollars and thirty cents ($2,702,569.30), respectively. 2. Subparagraph 2. of Section 5 (Failure to Fund Work Commitment, Seismic and Lease Acquisition) is amended to change the amount from three million dollars ($3,000,000.00) to two million seven hundred and two thousand five hundred sixty-nine dollars and thirty cents ($2,702,569.30). 3. The second item (as referenced by a dot) under Section 6 (Initial Well Commitment) is amended to change the amount from five million dollars ($5,000,000.00) to four million seven hundred and two thousand five hundred sixty-nine dollars and thirty cents ($4,702,569.30). 4. Section 8 (Full Expenditure of Project Costs) is amended to change the reference from five million dollars ($5,000,000.00) to four million seven hundred and two thousand five hundred sixty-nine dollars and thirty cents ($4,702,569.30). 5. Subparagraph 2. and the second item (as referenced by a dot) under Subsection B) of Section 9 (Initial Well Termination Events) are both amended to change the reference from five million dollars ($5,000,000.00) to four million seven hundred and two thousand five hundred sixty-nine dollars and thirty cents ($4,702,569.30). 6. Exhibit "A" to the Agreement is deleted in its entirety, and substituted therefor is the revised Exhibit "A" attached hereto as Attachment "1". 7. Exhibit "A" of the Offshore Operating Agreement attached as Exhibit "D" to the Agreement is hereby deleted in its entirety, and substituted therefor is the revised Exhibit "A" attached hereto as Attachment "2". 8. Except as amended hereby, the Agreement shall continue in full force and effect and EEX and BP ratify and confirm the Agreement as amended hereby. July 16, 2002-Amendatory Letter-Treasure Island Project-(Page 3) Upon execution on behalf of BP, each of the Parties has caused this Amendatory Letter to be executed as of the date shown above, and to be effective as of the date hereof. Sincerely yours, EEX CORPORATION /s/ Ben Davis Ben Davis Land Manager BP EXPLORATION & PRODUCTION INC. By: /s/ O. Kirk Wardlaw -------------------------------- Printed Name: O. Kirk Wardlaw ---------------------- Title: Attorney-in-Fact ----------------------------- ATTACHMENT "1" To that certain Amendatory Letter dated July 16, 2002, by and between EEX Corporation and BP Exploration & Production Inc. EXHIBIT 'A' Attached to and made a part of that certain Joint Venture Agreement dated March 1, 2002, by and between BP Exploration & Production Inc. and EEX Corporation SECTION I: EEX Owned Leases
EXPIRATION PROSPECT AREA NAME BLOCK NO. OCS-G DATE RI WI NRI - ------------------------------------------------------------------------------------------------------------------------------------ Dawson S. Timbalier 188 21670* 4/30/05 16.66667% 100.00000% 83.33333% 224 21673 4/30/05 16.66667% 100.00000% 83.33333% 226 21674 4/30/05 16.66667% 100.00000% 83.33333% 227 21675 4/30/05 16.66667% 100.00000% 83.33333% Blackbeard, W. S. Timbalier 141 21665 4/30/05 16.66667% 100.00000% 83.33333% 142 21666 4/30/05 16.66667% 100.00000% 83.33333% 167 21668 4/30/05 16.66667% 100.00000% 83.33333% 168 21669 4/30/05 16.66667% 100.00000% 83.33333% Ship Shoal 188** 22712 4/30/06 16.66667% 100.00000% 78.33330% *** Blackbeard, E. S. Timbalier 144 21667 6/30/05 16.66667% 100.00000% 83.33333% Morgan S. Timbalier 215 21672 4/30/05 16.66667% 100.00000% 83.33333% Ship Shoal 211 22714 4/30/06 16.66667% 100.00000% 83.33333% Ship Shoal 236 22716 4/30/06 16.66667% 100.00000% 83.33333%
Capt. Kidd Ship Shoal 260** 18020 6/30/02 16.66667% 20.00000% 16.26667% *** 263 21658 4/30/05 16.66667% 100.00000% 83.33333% 281 21660 4/30/05 16.66667% 100.00000% 83.33333% 282 22720 4/30/06 16.66667% 100.00000% 83.33333% Bellamy Ship Shoal 306 22724 4/30/06 16.66667% 100.00000% 83.33333% Ship Shoal 331 21661 4/30/05 16.66667% 50.00000% 41.66667% Lafitte Eugene Island 222 22672 4/30/06 16.66667% 100.00000% 83.33333% 223 21640 4/30/05 16.66667% 100.00000% 83.33333% Barataria S. Marsh Island 80** 14439 HBP 16.66667% 11.25000% 9.15000% ***
*Lease covers only S 1/2 and NE 1/4 of Block. **Depth Limitations SS 188 - EEX owns 100% Operating Rights WI from 17,000' subsea down to 100,000' subsea. SS 260 - EEX owns 20% WI below 12,000' TVD. SMI 80 - S/2 N/2 N/2; S/2 N/2; S/2: EEX owns 11.25% WI below the stratigraphic equivalent of the deepest productive reservoir discovered in the field which is defined as the base of the 11200' Sand as seen in the OCS-G 14439 Well No. A-5 ST at approximately 13,146' MD; and N/2 N/2 N/2: EEX owns 11.25% WI below 9,000' subsea. ***SS 188 burdened by 5% ORI to Aviara Energy Corporation. SS 260 and SMI 80 burdened by 2% ORI in favor of Lee B. Backsen, et al. EEX is designated Operator of all Leases except OCS-G 18020 (Ship Shoal Block 260), OCS-G 21661 (Ship Shoal Block 331) and OCS-G 14439 (South Marsh Island Block 80) SECTION II: Leases Acquired by the Parties at OCS Lease Sale No. 182
EXPIRATION PROSPECT AREA NAME BLOCK NO. OCS-G DATE RI WI NRI - --------------------------------------------------------------------------------------------------------------------------------- Morgan Ship Shoal 212 23905 6/30/07 16.66667% 25.00000% 20.83333% 235 23908 6/30/07 16.66667% 25.00000% 20.83333% Blackbeard, W. Ship Shoal 186 23904 4/30/07 16.66667% 25.00000% 20.83333% Bellamy Ship Shoal 309 23916 5/31/07 16.66667% 25.00000% 20.83333% 310 23917 5/31/07 16.66667% 25.00000% 20.83333% Lafitte Eugene Island 201 23870 4/30/07 16.66667% 25.00000% 20.83333%
SECTION III: Currently Existing Agreements 1. Offshore Operating Agreement attached as Exhibit "B-3" to that certain Amended Acquisition & Management Agreement dated March 5, 1994, by and between General Atlantic Resources, Inc., General Atlantic Oils Ltd., General Atlantic Gulf Coast, Inc. and Taurus Exploration U.S.A., Inc., covering OCS-G 14439 (South Marsh Island Block 80). 2. Offshore Operating Agreement dated August 1, 1997, by and between UMC Petroleum Corporation, Taurus Exploration U.S.A., Inc. and Smacko, Ltd., covering OCS-G 10820 (Ship Shoal Block 260). 3. Offshore Operating Agreement dated May 1, 2000, by and between Remington Oil & Gas Corporation and EEX Corporation, covering OCS-G 21661 (Ship Shoal Block 331). 4. Letter Agreement dated January 22, 2002, by and between Aviara Energy Corporation and EEX Corporation, covering OCS-G 22712 (Ship Shoal 188). ATTACHMENT "2" To that certain Amendatory Letter dated July 16, 2002, by and between EEX Corporation and BP Exploration & Production Inc. EXHIBIT "A" Attached to and made a part of that certain Offshore Operating Agreement dated March 1, 2002, by and between BP Exploration & Production Company and EEX Corporation. SECTION I: LEASES AND WORKING INTERESTS OF THE PARTIES
WORKING INTEREST --------------------- OCS # AREA/BLOCK BP EEX - ----- ------------------ -- --- 21665 South Timbalier 141 75% 25% 21666 South Timbalier 142 75% 25% 21667 South Timbalier 144 75% 25% 21668 South Timbalier 167 75% 25% 21669 South Timbalier 168 75% 25% 21670 South Timbalier 188* 75% 25% 21672 South Timbalier 215 75% 25% 21673 South Timbalier 224 75% 25% 21674 South Timbalier 226 75% 25% 21675 South Timbalier 227 75% 25% 23904 Ship Shoal 186 75% 25% 22712 Ship Shoal 188** 75% 25% 22714 Ship Shoal 211 75% 25% 23905 Ship Shoal 212 75% 25% 23908 Ship Shoal 235 75% 25% 22716 Ship Shoal 236 75% 25% 21658 Ship Shoal 263 75% 25% 21660 Ship Shoal 281 75% 25% 22720 Ship Shoal 282 75% 25% 22724 Ship Shoal 306 75% 25% 23916 Ship Shoal 309 75% 25% 23917 Ship Shoal 310 75% 25%
21661 Ship Shoal 331 37.5% 12.5% 23870 Eugene Island 201 75% 25% 22672 Eugene Island 222 75% 25% 21640 Eugene Island 223 75% 25% 14439 South Marsh Island 80*** 8.4375% 2.1825%
*OCS-G 21670 covers only the South Half and Northeast Quarter of South Timbalier Block 188. **Only as to depths below 17,000 feet. ***South Half and South Three-Fourths of North Half-Only as to depths below 11,200' Sand as seen in OCS-G 14439 Well No. A-5 ST at depth of approximately 13,146' measured depth. North One-Fourth of North Half-Only as to depths below 9,000' subsea. SECTION II: OPERATOR BP is designated as the Operator of all blocks except for OCS-G 21661 (Ship Shoal Block 331), and OCS-G 14439 (South Marsh Island Block 80), which are covered by existing operating agreements naming other parties as Operator. SECTION III: DESCRIPTION OF AREA OF PROSPECTS
Prospect Name Area Block Numbers - ------------- ---- ------------- Dawson South Timbalier 160, 176-180, 184-189, 204-208, 223-228, 232-235, 252, 253, 262, 263 Blackbeard West Ship Shoal 186, 188-190 South Timbalier 141, 142, 167-170 Blackbeard East South Timbalier 108-110, 143-145, 164-166, 171-173, 192, 193, 201 Morgan Ship Shoal 211-214, 234-237, 258, 259 South Timbalier 196-198, 214-217 Captain Kidd Ship Shoal 238, 256, 257, 260-263, 280-282 Bellamy Ship Shoal 285, 286, 305, 306, 308-310, 329, 331 Lafitte South Marsh Island 62-65 Eugene Island 200, 201, 221, 223, 225, 241, 242, 244 Barataria Eugene Island 77-81
SECTION IV: PRE-EXISTING, CARVED-OUT INTERESTS OCS-G 22712 (Ship Shoal Block 188)-Five percent of eight-eighths (5% x 8/8) overriding royalty interest in favor of Aviara Energy Corporation. OCS-G 14439(South Marsh Island Block 80)-Two percent of eight-eighths (2% x 8/8) overriding royalty interest in favor of Lee B. Backsen, et al. SECTION V: ADDRESSES OF THE PARTIES BP Exploration & Production Company E. P. Zseleczky 501 WestLake Park Boulevard Tel: (281) 366-0939 Houston, Texas 77079 Fax: (281) 366-7569 EEX Corporation Ben Davis 2500 CityWest Blvd, Suite 1400 Tel: (713) 243-3247 Houston, Texas 77042 Fax: (713) 243-3422 -----END PRIVACY-ENHANCED MESSAGE-----