EXHIBIT 99.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 13, 2001, to the
Rights Agreement, dated as of February 14, 2000 by and between
EOG Resources, Inc. (the "Company") and First Chicago Trust
Company of New York (as Rights Agent) (as heretofore amended, the
"Rights Agreement").
WHEREAS, the Company and the Rights Agent have
heretofore executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company may from time to time supplement or amend
the Rights Agreement in accordance with the provisions of Section
27 thereof; and
WHEREAS, the Board of Directors has determined that it
is in the best interest of the Company and its stockholders to
amend the Rights Agreement to reduce the beneficial ownership
threshold at which a person becomes an "Acquiring Person" from
15% of the outstanding shares of common stock of the Company to
10% of the outstanding shares of common stock of the Company.
NOW, THEREFORE, the Company hereby amends the Rights
Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby
modified, amended and restated in its entirety as follows:
"Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 10% or more of
the Common Shares of the Company then outstanding, but
shall not include the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or
any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such
plan. Notwithstanding the foregoing, no Person shall
become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by
reducing the number of Common Shares of the Company
outstanding, increases the proportionate number of
Common Shares of the Company beneficially owned by such
Person to 10% or more of the Common Shares of the
Company then outstanding; provided, however, that, if a
Person shall become the Beneficial Owner of 10% or more
of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall,
after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the
Company, then such Person shall be deemed to be an
"Acquiring Person." Notwithstanding the foregoing, (i)
if the Board of Directors of the Company determines in
good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly
as practicable a sufficient
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number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant
to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an "Acquiring Person"
for any purposes of this Agreement; and (ii) if, as of
the date hereof, any Person is the Beneficial Owner of 10%
or more of the Common Shares outstanding, such Person
shall not be or become an "Acquiring Person," as
defined pursuant to the foregoing provisions of this
paragraph (a), unless and until such time as such
Person shall become the Beneficial Owner of additional
Common Shares (other than pursuant to a dividend or
distribution paid or made by the Company on the
outstanding Common Shares in Common Shares or pursuant
to a split or subdivision of the outstanding Common
Shares), unless, upon becoming the Beneficial Owner of
such additional Common Shares, such Person is not then
the Beneficial Owner of 10% or more of the Common
Shares then outstanding.
2. The reference to 15% in Section 3 (a) of the Rights
Agreement shall instead be 10%.
* * *
IN WITNESS WHEREOF, this Amendment has been duly
executed by the Company and the Rights Agent as of the day and
year first written above.
EOG RESOURCES, INC.
By: /s/ XXXXX X. XXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President, Finance
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(as Rights Agent)
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: Senior Account Manager
