UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of
the Securities Exchange Act of 1934
January 29, 2009
Date of Report (Date of earliest event reported)
HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State of Incorporation)
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1-1204
(Commission File Number)
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13-4921002
(IRS Employer
Identification No.) |
1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Office)
(212) 997-8500
(Registrant’s Telephone Number, Including Area Code)
(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 (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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On February 3, 2009, Hess Corporation (the “Company”) completed the sale of $250,000,000 aggregate
principal amount of 7.000% notes due February 15, 2014 (the “2014 Notes”) and $1,000,000,000
aggregate principal amount of 8.125% notes due February 15, 2019 (the “2019 Notes” and, together
with the 2014 Notes, the “Notes”) in a public offering
through underwriters for whom Goldman, Sachs & Co., J.P.
Morgan Securities Inc. and Greenwich Capital Markets, Inc., acted as
representatives pursuant to an underwriting agreement dated January
29, 2009 (the “Underwriting Agreement”) among the Company
and the representatives.
The Notes were registered under the Securities Act of 1933 on the Company’s automatic shelf
registration statement on Form S-3ASR (File No. 333-132145), filed with the Securities and
Exchange Commission on March 1, 2006 (the “Registration Statement”). The Notes were issued pursuant
to an indenture, dated March 1, 2006, between the Company and The Bank of New York Mellon,
successor-in-interest to JPMorgan Chase Bank, N.A., as trustee, which
is filed as Exhibit 4 to the
Registration Statement.
The foregoing description of the Underwriting Agreement and the Notes is qualified in its entirety
by reference to the Underwriting Agreement and the forms of Notes, attached hereto as Exhibits 1.1,
4.1 and 4.2 and incorporated by reference herein.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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1.1 |
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Underwriting
Agreement, dated January 29, 2009, among Hess Corporation and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Greenwich
Capital Markets, Inc., as representatives of the several underwriters
named therein. |
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4.1 |
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Form of 2014 Note. |
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4.2 |
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Form of 2019 Note. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 3, 2009
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HESS CORPORATION
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By: |
/s/ J. Barclay Collins II
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Name: |
J. Barclay Collins II |
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Title: |
Executive Vice President |
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