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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) SEPTEMBER 19, 2002
NUEVO ENERGY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0304436
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1021 MAIN, SUITE 2100, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 652-0706
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ITEM 4. ACQUISITION AND DISPOSITION OF ASSETS.
On September 18, 2002, Nuevo Energy Company (the "Company") acquired
Athanor Resources, Inc., a privately held company, pursuant to the Agreement and
Plan of Merger attached hereto as Exhibit 2.1. The Company announced the
transaction in a press release attached hereto as Exhibit 99.1.
ITEM 7. EXHIBITS
(a) EXHIBITS
2.1 Agreement and Plan of Merger dated September 18, 2002 by and
among Athanor Resources, Inc., Athanor B.V., Nuevo Energy
Company, Nuevo Texas Inc., Yorktown Energy Partners III, L.P.,
Yorktown Energy IV, L.P., Yorktown Partners LLC, SAFIC S.A.,
Charles de Mestral, J. Ross Craft, Montana Oil and Gas, Ltd.,
David A. Badley, James S. Scott, Glenn Reed, Doug Allison and
Mohamed Yaich
10.1 Registration Rights Agreement dated September 18, 2002 by and
among Nuevo Energy Company, Yorktown Energy Partners III,
L.P., Yorktown Energy IV, L.P., Yorktown Partners LLC, SAFIC
S.A., Charles de Mestral, J. Ross Craft, Montana Oil and Gas,
Ltd., David A. Badley, James S. Scott, Glenn Reed, Doug
Allison and Mohamed Yaich
99.1 Press release dated September 18, 2002, announcing the
acquisition of Athanor Resources, Inc.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NUEVO ENERGY COMPANY
(Registrant)
Date: September 19, 2002 By: /s/ James L. Payne
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James L. Payne
Chairman, President and
Chief Executive Officer
Date: September 19, 2002 By: /s/ Janet F. Clark
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Janet F. Clark
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger dated September 18, 2002 by and
among Athanor Resources, Inc., Athanor B.V., Nuevo Energy
Company, Nuevo Texas Inc., Yorktown Energy Partners III, L.P.,
Yorktown Energy IV, L.P., Yorktown Partners LLC, SAFIC S.A.,
Charles de Mestral, J. Ross Craft, Montana Oil and Gas, Ltd.,
David A. Badley, James S. Scott, Glenn Reed, Doug Allison and
Mohamed Yaich
10.1 Registration Rights Agreement dated September 18, 2002 by and
among Nuevo Energy Company, Yorktown Energy Partners III,
L.P., Yorktown Energy IV, L.P., Yorktown Partners LLC, SAFIC
S.A., Charles de Mestral, J. Ross Craft, Montana Oil and Gas,
Ltd., David A. Badley, James S. Scott, Glenn Reed, Doug
Allison and Mohamed Yaich
99.1 Press release dated September 18, 2002, announcing the
acquisition of Athanor Resources, Inc.
5