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): November 6,
2009
_____________________________
NEWFIELD
EXPLORATION COMPANY
(Exact
name of registrant as specified in its charter)
_____________________________
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Delaware
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1-12534
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72-1133047
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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363
N. Sam Houston Parkway E., Suite 100
Houston,
Texas 77060
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (281) 847-6000
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
November 6, 2009, Newfield Exploration Company (“Newfield”)
entered into a Purchase and Sale Agreement (the “Agreement”)
with TXCO Resources Inc. and its subsidiaries TXCO Energy Corp., Texas Tar Sands
Inc., Output Acquisition Corp., Opex Energy, LLC, Charro Energy, Inc., TXCO
Drilling Corp., Eagle Pass Well Service, L.L.C., PPL Operating, Inc., Maverick
Gas Marketing, Ltd., and Maverick-Dimmit Pipeline, Ltd. (collectively, “TXCO”) to
purchase a substantial portion of the assets of TXCO for $223 million in cash
(subject to customary purchase price adjustments in certain circumstances, as
provided in the Agreement).
In May
2009, TXCO filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code. Accordingly, the Agreement and the closing of the
transaction remain subject to approval by the U.S. Bankruptcy Court for the
Western District of Texas, as well as other customary closing
conditions. Newfield expects the transaction to close during the
first quarter of 2010.
* *
*
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.
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NEWFIELD
EXPLORATION COMPANY
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Date:
November 11, 2009
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By:
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/s/
Brian L. Rickmers
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Brian
L. Rickmers
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Controller
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