-----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, RN89KWNvZQT6pGsiMuK9hJ/lk7Sjg4B/HrefVwvB/GY2mAUzCCt9hnCqiowA4WyM kJzslNP4HkcO9b2yNoJlXw== 0000950142-05-002324.txt : 20050815 0000950142-05-002324.hdr.sgml : 20050815 20050815163938 ACCESSION NUMBER: 0000950142-05-002324 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050809 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXEN INC CENTRAL INDEX KEY: 0000016873 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 986000202 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06702 FILM NUMBER: 051027248 BUSINESS ADDRESS: STREET 1: 801-7TH AVENUE SW CITY: CALGARY ALBERTA CANA STATE: A0 ZIP: T2P 3P7 BUSINESS PHONE: 4036994000 MAIL ADDRESS: STREET 1: 801-7TH AVENUE SW STREET 2: 801-7TH AVENUE SW CITY: CALGARY ALBERTA CANA STATE: A0 ZIP: T2P 3P7 FORMER COMPANY: FORMER CONFORMED NAME: CANADIAN OCCIDENTAL PETROLEUM LTD DATE OF NAME CHANGE: 19960813 8-K 1 form8k_080905.txt CURRENT REPORT UNITED STATES 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 9, 2005 NEXEN INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) CANADA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-6702 98-6000202 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 801 - 7TH AVENUE S.W. CALGARY, ALBERTA, CANADA T2P 3P7 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (403) 699-4000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01. Completion of Acquisition or Disposition of Assets. On August 9, 2005, Nexen Inc. (Nexen) completed the disposition of conventional oil and gas properties in southeast Saskatchewan, northwest Saskatchewan, northeast British Columbia and the Alberta foothills for approximately Cdn$945 million before closing adjustments, as previously announced on July 4, 2005. The disposition was structured as four transactions involving the sale of the shares of the Nexen affiliated partnerships that owned the properties to arms length third parties as set forth below. 1. On July 11, 2005, Nexen sold 74,008 net acres of oil and gas properties with production of approximately 6,239 BOE/d in the Findley area, Alberta to Talisman Energy Inc. for cash proceeds of Cdn$150,000,000. 2. On August 2, 2005, Nexen sold 78,387 net acres of oil and gas properties with production of approximately 5,342 BOE/d located in the Hay River area, British Columbia to Harvest Energy Trust for cash proceeds of Cdn$260,000,000. 3. On August 4, 2005, Nexen sold 232,002 net acres of oil and gas properties with production of approximately 4,778 BOE/d located in northwest Saskatchewan to NuVista Energy Ltd. for cash proceeds of Cdn$205,000,000. 4. On August 9, 2005, Nexen sold 66,034 net acres of oil and gas properties with production of approximately 6,239 BOE/d located in southeast Saskatchewan to Starpoint Commercial Trust and Starpoint Energy Ltd. for cash proceeds of Cdn$330,000,000. There was no material relationship between Nexen and any purchaser outlined above, nor any respective director or officer of or associates of any purchaser. In all cases the purchase price and the nature of payment was determined by arms length negotiations between Nexen and the respective purchasers and were not determined in accordance with any set formula. The proceeds from the dispositions were used to pay down debt associated with the acquisition of assets located in the North Sea in December 2004. On July 4, 2005, Nexen Inc. issued the press release attached as Exhibit 99.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. The following Exhibit is filed as part of this report: 99.1 Press Release of Nexen Inc, dated July 4, 2005 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 15, 2005 NEXEN INC. By: /s/ Rick C. Beingessner --------------------------------- Name: Rick C. Beingessner Title: Assistant Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release of Nexen Inc, dated July 4, 2005 EX-99 2 ex99-1form8k_080905.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ [NEXEN LOGO OMITTED] NEXEN INC. 801 - 7th Ave SW Calgary, AB Canada T2P 3P7 T 403 699-4000 F 403 699-5776 www.nexeninc.com NEWS RELEASE NEXEN SELLS CANADIAN OIL AND GAS PROPERTIES FOR $946 MILLION CALGARY, July 4, 2005 /PRNewswire-FirstCall via COMTEX/ -- Nexen Inc. is finalizing agreements to sell conventional oil and gas properties in southeast Saskatchewan, northwest Saskatchewan, northeast British Columbia and the Alberta foothills for approximately $946 million before closing adjustments. At December 31, 2004, the properties had proved reserves of approximately 49 million boe and proved plus probable of 64 million boe. In the first quarter of 2005, the properties produced 18,300 boe/d and generated approximately $47 million of cash flow. The sales are expected to close this summer with a gain totaling approximately $300 million (before tax) in the third quarter. No current taxes will be payable on these transactions. "We are pleased with the value for the oil and gas assets and the progress on monetizing of our chemicals division," said Charlie Fischer, Nexen's President and CEO. "Proceeds will reduce the debt we incurred when purchasing Buzzard and other assets in the North Sea in late-2004. Buzzard will come onstream in late-2006, and at its peak, will add approximately 85,000 boe/d of production and $1.4 billion in annual cash flow, assuming a US$40/bbl WTI." Nexen Inc. is an independent, Canadian-based global energy and chemicals company, listed on the Toronto and New York stock exchanges under the symbol NXY. We are uniquely positioned for growth in the UK North Sea, deep-water Gulf of Mexico, Athabasca oil sands of Alberta, Middle East and offshore West Africa. We add value for shareholders through successful full-cycle oil and gas exploration and development and leadership in ethics, integrity and environmental protection. Tristone Capital and TD Securities acted as advisors to Nexen on this transaction. FORWARD LOOKING STATEMENTS Certain statements in this report constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "intend", "plan", "expect", "estimate", "budget", "outlook" or other similar words, and include statements relating to future production associated with our Long Lake, North Sea and West Africa projects. The forward-looking statements are subject to known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include, among others: market prices for oil and gas and chemicals products; the ability to explore, develop, produce and transport crude oil and natural gas to markets; the results of exploration and development drilling and related activities; foreign-currency exchange rates; economic conditions in the countries and regions where Nexen carries on business; actions by governmental authorities including increases in taxes, changes in environmental and other laws and regulations; renegotiations of contracts; and political uncertainty, including actions by insurgent or other armed groups or other conflict. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are interdependent upon other factors, and management's course of action would depend on its assessment of the future considering all information then available. Any statements as to possible commerciality, development plans, capacity expansions, drilling of new wells, ultimate recoverability of reserves, future production rates, cash flows or ability to execute on the disposition of assets or businesses, and changes in any of the foregoing are forward-looking statements. Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity and achievements. Readers should also refer to Items 7 and 7A in our 2004 Annual Report on Form 10-K for further discussion of the risk factors. Cautionary Note to U.S. Investors - The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to discuss only proved reserves that are supported by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. In this press release, we may refer to "recoverable reserves", "probable reserves" and "recoverable resources" which are inherently more uncertain than proved reserves. These terms are not used in our filings with the SEC. Our reserves and related performance measures represent our working interest before royalties, unless otherwise indicated. Please refer to our Annual Report on Form 10-K available from us or the SEC for further reserve disclosure. Cautionary Note to Canadian Investors - Nexen is required to disclose oil and gas activities under National Instrument 51-101- Standards of Disclosure for Oil and Gas Activities (NI 51-101). However, the Canadian securities regulatory authorities (CSA) have granted us exemptions from certain provisions of NI 51-101 to permit US style disclosure. These exemptions were sought because we are a US Securities and Exchange Commission (SEC) Registrant and our securities regulatory disclosures, including Form 10-K and other related forms, must comply with SEC requirements. Our disclosures may differ from those Canadian companies who have not received similar exemptions under NI 51-101. Please read the "Special Note to Canadian Investors" in Item 7A in our 2004 Annual Report on Form 10-K, for a summary of the exemption granted by the CSA and the major differences between SEC requirements and NI 51-101. The summary is not intended to be all-inclusive nor to convey specific advice. Reserve estimation is highly technical and requires professional collaboration and judgement. The differences between SEC requirements and NI 51-101 may be material. Our probable reserves disclosure applies the Society of Petroleum Engineers/World Petroleum Council (SPE/WPC) definition for probable reserves. The Canadian Oil and Gas Evaluation Handbook states there should not be a significant difference in estimated probable reserve quantities using the SPE/WPC definition versus NI 51-101. In this press release, we refer to oil and gas in common units called barrel of oil equivalent (boe). A boe is derived by converting six thousand cubic feet of gas to one barrel of oil (6mcf:1bbl). This conversion may be misleading, particularly if used in isolation, since the 6mcf:1bbl ratio is based on an energy equivalency at the burner tip and does not represent the value equivalency at the well head. SOURCE Nexen Inc. Kevin Finn, Vice President, Investor Relations and Corporate Communications, (403) 699-5166; Grant Dreger, CA, Manager, Investor Relations, (403) 699-5273; 801 - 7th Ave SW, Calgary, Alberta, Canada, T2P 3P7, www.nexeninc.com http://www.prnewswire.com Copyright (C) 2005 PR Newswire. All rights reserved. News Provided by COMTEX -----END PRIVACY-ENHANCED MESSAGE-----