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 19, 2003
Amerada Hess Corporation
(Exact name of Registrant as Specified in Charter)
Delaware No. 1 -1204 No. 13-4921002
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1185 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(212) 997-8500
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Disclosure.
This report on Form 8-K is filed in order to disclose the terms of Amerada
Hess Corporation's (the "Company") 12,000,000 shares of 7.00% automatically
convertible equity securities ("ACES") (plus an additional 1,500,000 shares that
may be issued if the underwriters exercise their option), convertible into
common stock, par value $1.00 per share of the Company that were offered by a
prospectus supplement dated November 19, 2003. The Certificate of Designation
filed as an Exhibit to this report sets forth the authorization and designation
of the ACES and fixes their powers, preferences and relative, optional and other
special rights, and their qualifications, limitations and restrictions.
In connection with the offering of ACES we are also disclosing the
underwriting agreement entered into by the Company and Goldman, Sachs & Co., as
representative of the underwriters, dated November 19, 2003 which is filed as an
Exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1 Underwriting Agreement, dated November 19, 2003, between Amerada Hess
Corporation and Goldman, Sachs & Co. as representative of the underwriters.
3 Certificate of Designation, Preferences and Relative, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions thereof of
7.00% Mandatory Convertible Preferred Stock of Amerada Hess Corporation.
SIGNATURE
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.
AMERADA HESS CORPORATION
By: /s/ John Y. Schreyer
-----------------------------------
Name: John Y. Schreyer
Title: Executive Vice President and
Chief Financial Officer
Date: November 21, 2003
EXHIBIT INDEX
Exhibit No. Description
1 Underwriting Agreement, dated November 19, 2003, between Amerada
Hess Corporation and Goldman, Sachs & Co. as representative of
the underwriters.
3 Certificate of Designation, Preferences and Relative, Optional
and Other Special Rights and Qualifications, Limitations and
Restrictions thereof of 7.00% Mandatory Convertible Preferred
Stock of Amerada Hess Corporation.