UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Amendment No. __)
Under the Securities Exchange Act of 1934
EOG Resources, Inc.
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(Name of issuer)
Common Stock
par value $0.01 per share
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(Title of class of securities)
26875p101
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(CUSIP number)
December 3, 2001
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(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
/X/ Rule 13d-1 (b)
/ / Rule 13d-1 (c)
/ / Rule 13d-1 (d)
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CUSIP No. 26875p101 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royal Bank of Canada
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF SHARES 5 SOLE VOTING POWER
0
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BENEFICIALLY OWNED BY SHARED VOTING POWER
6 66,086
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EACH REPORTING SOLE DISPOSITIVE POWER
7 0
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PERSON WITH SHARED DISPOSITIVE POWER
8 11,566,086*
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,566,086*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
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12 TYPE OF REPORTING PERSON
BK
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* Of the 11,566,086 shares reported here, the Reporting Person expressly
disclaims beneficial ownership of 11,500,000 shares with respect to which it is
acting as sales agent and is not the holder of record. This report is being
filed because the Reporting Person may be deemed to share dispositive power over
the 11,500,000 shares, as further explained in Item 6 of this statement. This
statement should not be construed as an admission that the Reporting Person is
the beneficial owner of such shares. The remaining 66,086 shares are held in
proprietary trading accounts by the Reporting Person and its subsidiary.
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Item 1(a). Name of Issuer:
EOG Resources, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is 333 Clay
Street, Suite 4200, Houston, Texas 77002-7361.
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the Royal Bank of Canada (the
"Reporting Person").
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal place of business of the Reporting Person is 200 Bay
Street, Toronto, Ontario, Canada M5J 2J5.
Item 2(c). Citizenship:
The citizenship of the Reporting Person is set forth on the cover
page.
Item 2(d). Title of Class of Securities:
The title of the securities is Common Stock.
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the cover
page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act;
(b) /X/ Bank as defined in section 3(a)(6) of the Act;
(c) / / Insurance Company as defined in section 3(a)(19) of the
Act;
(d) / / Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) / / An investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(E);
(f) / / An employee benefit plan, or endowment fund in accordance
with Rule 13d-1 (b)(1)(ii)(F);
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(g) / / A parent holding company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G);
(h) / / A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j) / / Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check this
box. / /
Item 4. Ownership.
(a) Amount beneficially owned:
The Reporting Person beneficially owns 66,086 shares of Common
Stock and may be deemed to beneficially own an additional
11,500,000 shares of Common Stock. The Reporting Person
disclaims beneficial ownership of the 11,500,000 shares of
Common Stock. See Item 6 below.
(b) Percent of class:
The Reporting Person beneficially owns 0.1% (0.06%) of the
Common Stock and may be deemed to beneficially own an
additional 10.0% (9.96%) of the Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
The Reporting Person has the sole power to vote or direct the
vote of the Common Stock as set forth on the cover page.
(ii) shared power to vote or to direct the vote:
The Reporting Person has the shared power to vote or direct
the vote of the Common Stock as set forth on the cover page.
(iii) sole power to dispose or to direct the disposition of:
The Reporting Person has the sole power to dispose or direct
the disposition of the Common Stock as set forth on the cover
page.
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(iv) shared power to dispose or to direct the disposition
of:
The Reporting Person may be deemed to have shared power to
dispose or direct the disposition of the Common Stock as set
forth on the cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
On November 29, 2000, the Reporting Person, as Lender and Agent,
entered into a $517M Facility Agreement (the "Facility Agreement") with Heracles
Trust, a Delaware business trust (the "Trust") for the purpose of financing the
Trust's acquisition of its Class B membership of Aeneas, L.L.C., a Delaware
limited liability company ("Aeneas"). On the same date, the Reporting Person
entered into a Sales Agency Agreement with Aeneas (the "Sales Agency
Agreement"), whereby Aeneas appointed the Reporting Person as its sales agent
for 11,500,000 shares of the Issuer's Common Stock owned by Aeneas. The
Reporting Person is not permitted under the Sales Agency Agreement to take any
action as sales agent unless certain events (referred to as "Sales Agency
Events") occur.
On January 31, 2001, the Reporting Person and Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. ("Rabobank") entered into a total return swap
transaction whereby the Reporting Person agreed to pay to Rabobank all payments
of principal and interest actually received from the Trust under the Facility
Agreement and Rabobank agreed to pay to the Reporting Person amounts equal to
principal and interest payable to the Reporting Person under the Facility
Agreement. On the same date, the Reporting Person, Aeneas and Rabobank, along
with other parties, executed an Assignment, Waiver and Amendment Agreement
whereby, among other things, the Reporting Person agreed that in accordance with
direction provided by Rabobank it would exercise any rights it had under the
Sales Agency Agreement, including its right to sell the 11,500,000 shares of
Common Stock as sales agent upon a Sales Agency Event.
Following an Event of Default under the Facility Agreement and upon
receiving direction from Rabobank, the Reporting Person declared a Sales Agency
Event on December 3, 2001, so that the Reporting Person currently has the right
to sell the 11,500,000 shares of Common Stock as sales agent for Aeneas, subject
to the direction of Rabobank regarding the Reporting Person's disposition of
these shares. Such disposition by the Reporting Person may be subject to
limitations set forth in the Share Exhange Agreement between Enron Corp. and
the Issuer dated July 19, 1999.
Aeneas, as the holder of record of the 11,500,000 shares of Common
stock, has the right to receive dividends from these securities, and proceeds
from the disposition of these securities and must distribute such dividends and
proceeds in accordance with the terms of the Amended and Restated Limited
Liability Company Agreement of Aeneas LLC.
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
RBC Dominion Securities Corporation is a subsidiary of the
Reporting Person which acquired Common Stock included in the figures on the
cover page.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 10, 2002
ROYAL BANK OF CANADA
By: /s/ Mark Hughes
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Name: Mark Hughes
Title: Senior Vice President
By: /s/ Stephen Walker
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Name: Stephen Walker
Title: Senior Vice President