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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: MAY 21, 2003
(DATE OF EARLIEST EVENT REPORTED)
NEWFIELD EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-12534 72-1133047
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(Address of Registrant's Principal Executive Offices)
(281) 847-6000
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On May 21, 2003, Newfield Exploration Company (the "Company") entered
into an Underwriting Agreement and related Pricing Agreement with Morgan Stanley
& Co. Incorporated for the public offering, issuance and sale of 3,500,000
shares of the Company's common stock, par value $.01 per share. Morgan Stanley
is the underwriter for the offering. The Underwriting Agreement and related
Pricing Agreement are filed as Exhibits 1.1 and 1.2, respectively, to this
report. In addition, the opinion and consent of counsel to the Company in
connection with the offering are filed herewith as Exhibits 5.1 and 23.1,
respectively, to this report. These exhibits are being filed in connection with
the offering under the Company's effective Registration Statement on Form S-3
(File No. 333-103349).
On May 22, 2003, the Company issued a press release announcing the
offering. The press release is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1.1 Underwriting Agreement dated as of May 21, 2003.
1.2 Pricing Agreement dated as of May 21, 2003 between the Company
and Morgan Stanley & Co. Incorporated, as the underwriter.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto).
99.1 Press Release dated May 22, 2003.
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.
NEWFIELD EXPLORATION COMPANY
Date: May 23, 2003 By: /s/ TERRY W. RATHERT
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Terry W. Rathert
Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement dated as of May 21, 2003.
1.2 Pricing Agreement dated as of May 21, 2003 between the Company
and Morgan Stanley & Co. Incorporated, as the underwriter.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1
hereto).
99.1 Press Release dated May 22, 2003.