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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Mark One) FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 0-7062
NOBLE ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 73-0785597
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
350 Glenborough Drive, Suite 100
Houston, Texas 77067
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(281) 872-3100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, $3.33-1/3 par value New York Stock Exchange, Inc.
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
Aggregate market value of Common Stock held by nonaffiliates as of
February 15, 2002: $1,747,001,553.
Number of shares of Common Stock outstanding as of February 15, 2002:
57,007,724.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the 2002 Annual
Meeting of Stockholders to be held on April 23, 2002, which will be filed with
the Securities and Exchange Commission within 120 days after December 31, 2001,
are incorporated by reference into Part III.
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The Index to Exhibits of Noble Energy, Inc.'s (formerly, Noble Affiliates,
Inc.) Annual Report on Form 10-K for the fiscal year ended December 31, 2001
(the '2001 Form 10-K'), to which reference is made in Item 14 of the 2001 Form
10-K for a list of the exhibits to the 2001 Form 10-K, is hereby amended to
reflect the inclusion therein and the filing herewith of a new Exhibit 99.2
containing the financial statements required by Form 11-K for the fiscal year
ended December 31, 2001 with respect to the Noble Affiliates Thrift and Profit
Sharing Plan, and such Index to Exhibits is restated in its entirety following
the signature page hereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized.
NOBLE ENERGY, INC.
Date: June 28, 2002 By: /s/ James L. McElvany
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James L. McElvany,
Vice President, Finance and Treasurer
S-1
Exhibit
Number+ Exhibit**
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3.1 -- Certificate of Incorporation, as amended, of the Registrant
as currently in effect (filed as Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987 and incorporated herein by reference).
3.2 -- Certificate of Designations of Series A Junior Participating
Preferred Stock of the Registrant dated August 27, 1997
(filed Exhibit A of Exhibit 4.1 to the Registrant's
Registration Statement on Form 8-A filed on August 28, 1997
and incorporated herein by reference).
3.3 -- Composite copy of Bylaws of the Registrant as currently in
effect (filed as Exhibit 3.4 to the Registrants' Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference).
3.4 -- Certificate of Designations of Series B Mandatorily
Convertible Preferred Stock of the Registrant dated November
9, 1999 (filed as Exhibit 3.4 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference).
4.1 -- Indenture dated as of October 14, 1993 between the
Registrant and U.S. Trust Company of Texas, N.A., as
Trustee, relating to the Registrant's 71/4% Notes Due 2023,
including form of the Registrant's 7 1/4% Note Due 2023
(filed as Exhibit 4.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993 and
incorporated herein by reference).
4.2 -- Indenture relating to Senior Debt Securities dated as of
April 1, 1997 between the Registrant and U.S. Trust Company
of Texas, N.A., as Trustee (filed as Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 and incorporated herein by reference).
4.3 -- First Indenture Supplement relating to $250 million of the
Registrant's 8% Senior Notes Due 2027 dated as of April 1,
1997 between the Registrant and U.S. Trust Company of Texas,
N.A., as Trustee (filed as Exhibit 4.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 and incorporated herein by reference).
4.4 -- Second Indenture Supplement, between the Company and U.S.
Trust Company of Texas, N.A. as trustee, relating to $100
million of the Registrant's 7 1/4% Senior Debentures Due
2097 dated as of August 1, 1997 (filed as Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by reference).
4.5 -- Rights Agreement, dated as of August 27, 1997, between the
Registrant and Liberty Bank and Trust Company of Oklahoma
City, N.A., as Right's Agent (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A filed on
August 28, 1997 and incorporated herein by reference).
4.6 -- Amendment No. 1 to Rights Agreement dated as of December 8,
1998, between the Registrant and Bank One Trust Company, as
successor Rights Agent to Liberty Bank and Trust Company of
Oklahoma City, N.A. (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form 8-A/A (Amendment
No. 1) filed on December 14, 1998 and incorporated herein by
reference).
10.1* -- Samedan Oil Corporation Bonus Plan, as amended and restated
on September 24, 1996 (filed as Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated herein by
reference).
10.2* -- Restoration of Retirement Income Plan for certain
participants in the Noble Affiliates Retirement Plan dated
September 21, 1994, effective as of May 19, 1994 (filed as
Exhibit 10.5 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein
by reference).
10.3* -- Noble Affiliates Thrift Restoration Plan dated May 9, 1994
(filed as Exhibit 10.6 to the Registrant's Annual
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Report on Form 10-K for the fiscal year ended December 31, 1994
and incorporated herein by reference).
10.4* -- Noble Affiliates Restoration Trust dated September 21, 1994,
effective as of October 1, 1994 (filed as Exhibit 10.7 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 and incorporated herein by
reference).
10.5* -- Noble Affiliates, Inc. 1992 Stock Option and Restricted
Stock Plan, as amended and restated, dated November 2, 1992
(filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (Registration No. 33-54084) and
incorporated herein by reference).
10.6* -- 1982 Stock Option Plan of the Registrant (filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-8
(Registration No. 2-81590) and incorporated herein by
reference).
10.7* -- Amendment No. 1 to the 1982 Stock Option Plan of the
Registrant (filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 (Registration No.
2-81590) and incorporated herein by reference).
10.8* -- Amendment No. 2 to the 1982 Stock Option Plan of the
Registrant (filed as Exhibit 10.11 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1995 and incorporated herein by reference).
10.9* -- 1988 Nonqualified Stock Option Plan for Non-Employee
Directors of the Registrant, as amended and restated,
effective as of April 24, 2001.
10.10* -- Form of Indemnity Agreement entered into between the
Registrant and each of the Registrant's directors and bylaw
officers (filed as Exhibit 10.18 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
10.11 -- Guaranty of the Registrant dated October 28, 1982,
guaranteeing certain obligations of Samedan (filed as
Exhibit 10.12 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 and incorporated herein
by reference).
10.12 -- Stock Purchase Agreement dated as of July 1, 1996, between
Samedan Oil Corporation and Enterprise Diversified Holdings
Incorporated (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K (Date of Event: July 31, 1996)
dated August 13, 1996 and incorporated herein by reference).
10.13* -- Noble Affiliates, Inc. 1992 Stock Option and Restricted
Stock Plan, as amended and restated on December 10, 1996,
subject to the approval of stockholders (filed as Exhibit
10.21 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by
reference).
10.14 -- Amended and Restated Credit Agreement dated as of December
24, 1997 among the Registrant, as borrower, and Union Bank
of Switzerland, Houston agency, as the agent for the lender,
and NationsBank of Texas, N.A. and Texas Commerce Bank
National Association, as managing agents, and Bank of
Montreal, CIBC Inc., The First National Bank of Chicago,
Royal Bank of Canada, and Societe Generale, Southwest
agency, as co-agents, and certain commercial lending
institutions, as lenders (filed as Exhibit 10.20 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 and incorporated herein by
reference).
10.15 -- Noble Preferred Stock Remarketing and Registration Rights
Agreement dated as of November 10, 1999 by and among the
Registrant, Noble Share Trust, The Chase Manhattan Bank, and
Donaldson, Lufkin & Jenrette Securities Corporation (filed
as Exhibit 10.15 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999 and incorporated
herein by reference).
10.16* -- Employment Agreement effective as of October 2, 2000 between
Noble Affiliates, Inc. and Charles D. Davidson (filed as
Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2000 and incorporated herein
by reference).
10.17* -- Letter agreement dated February 1, 2002 between the Registrant
and Charles D. Davidson, terminating Mr.
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Davidson's employment agreement and entering into the attached
Change of Control Agreement.
10.18* -- Form of Change of Control Agreement entered into between the
Registrant and each of the Registrant's officers, with
schedule setting forth differences in Change of Control
Agreements.
10.19 -- Five-year Credit Agreement dated as of November 30, 2001
among the Registrant, as borrower, and JPMorgan Chase Bank,
as the administrative agent for the lenders, and Societe
Generale, as the syndication agent for the lenders, Mizuho
Financial Group, Credit Lyonnais, New York Branch, The Royal
Bank of Scotland PLC, and Deutsche Bank Ag New York Branch,
as co-documentation agents, and certain commercial lending
institutions, as lenders.
10.20 -- 364-day Credit Agreement dated as of November 30, 2001 among
the Registrant, as borrower, and JPMorgan Chase Bank, as the
administrative agent for the lenders, and Societe Generale,
as the syndication agent for the lenders, Mizuho Financial
Group, Credit Lyonnais, New York Branch, The Royal Bank of
Scotland PLC, and Deutsche Bank Ag New York Branch, as
co-documentation agents, and certain commercial lending
institutions, as lenders.
21 -- Subsidiaries.
23.1 -- Consent of Arthur Andersen LLP
23.2*** -- Consent of Arthur Andersen LLP
23.3*** -- Consent of KPMG LLP
99.1 -- Company's letter to SEC regarding Arthur Andersen LLP
assurances.
99.2*** -- Financial statements required by Form 11-K for the fiscal
year ended December 31, 2001 and 2000 with respect to the
Noble Affiliates Thrift and Profit Sharing Plan (including
the accountants' consent to incorporation thereof by
reference).
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* Management contract or compensatory plan or arrangement
required to be filed as an exhibit hereto.
** Copies of exhibits will be furnished upon prepayment of 25
cents per page. Requests should be addressed to the Vice
President - Finance and Treasurer, Noble Affiliates, Inc.,
350 Glenborough Drive, Suite 100, Houston, Texas 77067.
*** Filed herewith.
+ Filed previously unless indicated otherwise.
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