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
DELAWARE 1-1204 13-4921002
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1185 Avenue of the Americas
New York, New York 10036
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(Address of Principal Executive Office)
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(Registrant's Telephone Number, Including Area Code): (212) 997-8500
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-2)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
Effective May 3, 2006, following approval by its stockholders, Hess Corporation (the "Company") adopted the Performance Incentive Plan for Senior Officers (the "Plan"). The purpose of the Plan is to limit awards of incentive cash compensation and restricted or deferred stock granted to the chief executive officer and other designated senior officers in any year based on the Company's financial performance for the preceding year. The terms and conditions of the Plan are intended to assure that the awards will be deductible for federal income tax purposes as qualified performance-based compensation under section 162(m) of the Internal Revenue Code. Under the Plan, a participant's combined awards of incentive cash compensation and restricted or deferred stock for any year may not exceed a certain percentage (the participant's "maximum awards percentage"), determined by the Company's Compensation and Management Development Committee, of the Company's adjusted cash flow from operations for the preceding year. The maximum awards percentage for any participant may not exceed 1% of adjusted cash flow from operations for the preceding year and the maximum awards percentage of all participants may not exceed 5% of adjusted cash flow from operations for the preceding year. Adjusted cash flow from operations for any year is defined as the excess of net cash provided by operating activities (excluding changes in other operating assets and liabilities), as shown in the statement of consolidated cash flows in the audited consolidated financial statements of the Company for such year, over $550 million (unless the committee specifies a higher amount).
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR.
On May 3, 2006, following approval by its stockholders, the Company amended its Restated Certificate of Incorporation to (i) change its name from "Amerada Hess Corporation" to "Hess Corporation" and (ii) increase the total number of shares of common stock which the Company has authority to issue from 200 million shares to 600 million shares. A copy of the Certificate of Amendment of Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on May 3, 2006, is attached hereto as Exhibit 3(1) and is hereby incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
3(1) Certificate of Amendment of Restated Certificate of Incorporation, dated May 3, 2006.
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.
AMERADA HESS CORPORATION
DATE: May 4, 2006 By: /s/ J. Barclay Collins II
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Name: J. Barclay Collins II
Title: Executive Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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3(1) Certificate of Amendment of Restated Certificate of
Incorporation, dated May 3, 2006.
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Exhibit 3(1)
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
AMERADA HESS CORPORATION
Amerada Hess Corporation (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that:
The amendments to the Restated Certificate of Incorporation of the Corporation set forth below have been duly adopted in accordance with the provisions of Section 242 of the DGCL:
Article FIRST of the Restated Certificate of Incorporation of the Corporation is hereby deleted in its entirety and the following inserted in lieu thereof:
FIRST: The name of the Corporation is
Hess Corporation.
The first paragraph of Article FOURTH of the Restated Certificate of Incorporation of the Corporation is hereby deleted in its entirety and the following inserted in lieu thereof:
"FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 620,000,000 shares of which 20,000,000 shares shall be shares of Preferred Stock, of the par value of $1 per share ("Preferred Stock"), and 600,000,000 shares shall be shares of Common Stock, of the par value of $1 per share ("Common Stock")."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed and acknowledged by J. Barclay Collins, its authorized officer, in accordance with Section 103 of the DGCL.
AMERADA HESS CORPORATION
Dated: May 3, 2006 By: /s/ J. Barclay Collins II
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Name: J. Barclay Collins II
Title: Executive Vice President
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