- Current report filing (8-K)
18 Junho 2010 - 4:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 18, 2010
XTO ENERGY INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-10662
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75-2347769
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(Commission File Number)
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(IRS Employer Identification No.)
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810 Houston, Fort Worth, Texas
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76102
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(Address of Principal Executive Offices)
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(Zip Code)
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(817)
870-2800
(Registrants Telephone Number, Including Area Code)
NONE
(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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 18, 2010, XTO Energy Inc. (the Company or XTO Energy), Exxon Mobil Corporation (ExxonMobil) and The Bank
of New York Mellon Trust Company, N.A. (the Trustee) entered into supplemental indentures related to the Indentures dated as of April 23, 2002, April 23, 2003, January 22, 2004, September 23,
2004, April 13, 2005 and July 19, 2007 between the Company and the Trustee, providing for an unconditional guarantee by ExxonMobil of the full and punctual payment when due of the principal of and interest on each note issued under
the indentures and all other amounts payable by the Company under the indentures and for ExxonMobil to assume the reporting obligations of the Company under the indentures. The supplemental indentures were executed on June 18, 2010 and will
become effective at the effective time of the merger pursuant to the Agreement and Plan of Merger (the Merger Agreement) dated as of December 13, 2009 among the Company, ExxonMobil, and ExxonMobil Investment Corporation
(Merger Sub), under which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of ExxonMobil. The guarantee may be revoked by ExxonMobil upon either, (i) 180 days notice and
reinstatement of the Companys reporting obligations, or (ii) an offer to purchase the subject notes by the Company, in both cases subject to other terms and conditions described fully in the supplemental indentures. The foregoing
description of the supplemental indentures is qualified in its entirety by reference to the Forms of Supplemental Indenture attached as Exhibits 4.1 and 4.2 to this Form 8-K and incorporated herein by reference.
A special meeting of stockholders of the Company will be held on June 25, 2010, to vote on adoption of the Merger Agreement. Subject to stockholder
approval at the meeting, it is anticipated that the merger will close and the supplemental indentures will become effective later that day.
Item 3.03.
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Material Modification to Rights of Security Holders.
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The disclosure under Item 1.01 is incorporated herein by reference.
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
ExxonMobil has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-4 that includes a definitive proxy statement of XTO Energy, dated May 20, 2010, and that also constitutes a
prospectus of ExxonMobil. On or about May 24, 2010, XTO Energy began mailing the definitive proxy statement/prospectus to XTO Energy stockholders of record as of the close of business on May 3, 2010. ExxonMobil and XTO Energy have also
filed, and plan to continue to file, other documents with the Commission regarding the Merger. INVESTORS AND SECURITY HOLDERS OF XTO ENERGY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE COMMISSION
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors and stockholders may obtain free copies of the definitive proxy statement/prospectus and other documents containing important information about
ExxonMobil and XTO Energy through the website maintained by the Commission at http://www.sec.gov. Copies of the documents filed with the Commission by ExxonMobil are available free of charge on ExxonMobils internet website at
www.exxonmobil.com under the tab investors and then under the tab SEC filings or by contacting ExxonMobils Investor Relations Department at 972-444-1156. Copies of the documents filed with the Commission by XTO Energy
are available free of charge on XTO Energys internet website at www.xtoenergy.com under the tab Investor Relations and then under the tab SEC Filings or by contacting XTO Energys Investor Relations Department at
817-870-2800.
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ExxonMobil, XTO Energy, their respective directors and certain of their executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of XTO Energy in connection with the proposed transaction. Information about the directors and executive officers of XTO Energy is set forth in XTO Energys Annual Report on
Form 10-K/A for the fiscal year ended December 31, 2009, which was filed with the Commission on April 29, 2010. Information about the directors and executive officers of ExxonMobil is set forth in ExxonMobils Annual Report on Form
10-K for the fiscal year ended December 31, 2009 and ExxonMobils Definitive Proxy Statement on Schedule 14A for the 2010 annual meeting of its stockholders, which were filed with the Commission on February 26, 2010 and April 13,
2010, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement/prospectus and
other relevant materials filed with the Commission.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements may concern, among other things, future plans, projections, events or conditions. Such statements are based upon the current beliefs and expectations of
ExxonMobils and XTO Energys management and are subject to significant risks and uncertainties that could cause actual results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties
include, but are not limited to: the timing to consummate the proposed merger; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that a regulatory approval
that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized within the
expected time period; the failure of XTO Energys stockholders to approve the merger; ExxonMobils ability to promptly and effectively integrate XTO Energys businesses; and the diversion of management time on merger-related issues.
Other factors could materially affect ExxonMobils and XTO Energys actual results, including the timing and extent of changes in oil and gas prices, changes in underlying demand for oil and gas; the timing and results of drilling
activity; delays in completing production; treatment and transportation facilities; higher than expected production costs and other expenses; pipeline curtailments by third-parties; general market conditions; and other factors discussed under the
heading Factors Affecting Future Results on ExxonMobils website, in Item 1A of ExxonMobils 2009 Form 10-K and in Item 1A of XTO Energys 2009 Form 10-K. No assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of ExxonMobil or XTO Energy. Neither ExxonMobil nor XTO Energy assumes any
duty to update these statements as of any future date or revise any forward-looking statements. The information contained on XTO Energys website and ExxonMobils website are not part of this communication.
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibits are filed as
part of this Current Report of Form 8-K:
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Exhibit Number and Description
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4.1
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Form of Supplemental Indenture (Multiple Series)
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4.2
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Form of Supplemental Indenture (Single Series)
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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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XTO ENERGY INC.
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Date: June 18, 2010
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By:
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S
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ENNIE
G.
K
NIFFEN
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Bennie G. Kniffen
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Senior Vice President and Controller
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EXHIBIT INDEX
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Exhibit Number and Description
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4.1
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Form of Supplemental Indenture (Multiple Series)
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4.2
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Form of Supplemental Indenture (Single Series)
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