What is the EOG Share Agreement and who are the parties involved?

The EOG Share Agreement, dated April 4, 2002, is an agreement between EOG Resources, Inc., Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank), and Royal Bank of Canada (RBC). It outlines rules and restrictions concerning the future relationship between these entities, specifically regarding the transfer of up to 11,500,000 shares of EOG common stock.

Why was the EOG Share Agreement necessary?

The agreement was necessary to resolve a disagreement concerning the interpretation of transfer restrictions that were originally established in prior agreements between EOG and Enron Corp., and EOG and certain Enron-affiliated entities. The new agreement clarifies these aspects for Rabobank and RBC.

How does the amendment to the Rights Agreement affect Rabobank's status?

The amendment provides that Rabobank will not be considered an 'Acquiring Person' under EOG's Rights Agreement, as long as its beneficial ownership of EOG Common Stock, in addition to its interest in the 'EOG Shares', does not exceed 1,500,000 shares and these additional shares are held as part of its ordinary course asset management business without the intent to influence control of EOG.

What is the significance of the 'EOG Shares' mentioned in the filing?

The 'EOG Shares' refer to up to 11,500,000 shares of EOG's common stock that Rabobank or RBC may acquire beneficial ownership of or have the right to dispose of. The transfer of these specific shares is subject to the restrictions outlined in the new EOG Share Agreement.

EOG 8-K SEC Disclosure — Apr 12, 2002

Summary

EOG Resources, Inc. (EOG) filed an 8-K on April 11, 2002, reporting on a new agreement (EOG Share Agreement) entered into on April 4, 2002. This agreement involves EOG, Rabobank, and Royal Bank of Canada (RBC) and governs their future relationship concerning up to 11,500,000 EOG shares. The primary purpose of the EOG Share Agreement is to resolve a dispute regarding the interpretation of transfer restrictions previously established in agreements with Enron Corp. and Enron-affiliated entities. Furthermore, the filing details an amendment to EOG's existing Rights Agreement. This amendment clarifies that Rabobank will not be considered an "Acquiring Person" under the Rights Plan, provided its beneficial ownership of EOG Common Stock, beyond its interest in the "EOG Shares" and an additional 1,500,000 shares acquired through ordinary course asset management operations, does not exceed certain thresholds and is not intended to influence control. These actions aim to provide clarity and resolve outstanding matters related to share ownership and transferability involving these financial institutions.

Key Highlights

1EOG Resources entered into an EOG Share Agreement with Rabobank and Royal Bank of Canada on April 4, 2002.
2The agreement governs the transfer of up to 11,500,000 shares of EOG common stock that Rabobank or RBC may beneficially own.
3The EOG Share Agreement aims to resolve disagreements regarding the interpretation of transfer restrictions stemming from prior agreements with Enron Corp. and Enron-affiliated entities.
4EOG has amended its Rights Agreement to exclude Rabobank from being classified as an 'Acquiring Person' under certain ownership conditions.
5The amendment allows Rabobank to hold up to 1,500,000 additional shares of EOG common stock through its asset management business without triggering 'Acquiring Person' status, provided control is not influenced.
6The filing incorporates by reference the EOG Share Agreement, the Share Exchange Agreement with Enron, and a Consent Agreement with Enron-affiliated entities as exhibits.

EOG RESOURCES INC 8-K Report (Apr 12, 2002)

Summary

Key Highlights

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