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
December 10, 2004
Date of Report (Date of earliest event reported)
AMERADA HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
13-4921002
Delaware 1-1204 (IRS Employer
(State of Incorporation) (Commission File Number) 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)
Item 1.01. Entry into a Material Definitive Agreement.
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On December 10, 2004, Amerada Hess Corporation (the "Registrant") entered
into a revolving credit agreement with JP Morgan Chase Bank, N.A., as
administrative agent, issuing bank and lender thereunder, Bank of America, N.A.,
Citibank, N.A., BNP Paribas, Barclays Bank plc, The Royal Bank of Scotland plc,
The Bank of Nova Scotia, and Bayerische Landesbank, each as a lender and issuing
bank thereunder, and The Bank of Tokyo-Mitsubishi, Ltd., DnB NOR Bank ASA,
Mizuho Corporate Bank, Ltd., Standard Chartered Bank, UBS Loan Finance LLC, UFJ
Bank Limited, New York Branch, Wachovia Bank, National Association, Commerzbank
AG, Sumitomo Mitsui Banking Corporation, The Bank of New York, WestLB AG, New
York Branch and ABN AMRO Bank N.V., each as lenders thereunder ("the Credit
Agreement"). The Credit Agreement provides for a commitment to extend credit to
the Registrant by the lenders thereunder in the form of revolving loans and by
issuing banks thereunder in the form of letters of credit in an aggregate amount
up to $2.5 billion. Unless terminated earlier in accordance with its terms, the
Credit Agreement expires on December 10, 2009. Registrant may borrow on a
committed basis with interest computed at an adjusted LIBOR rate, as defined in
the Credit Agreement, or at a base rate equal to the higher of the prime rate as
announced from time to time by JP Morgan Chase Bank, N.A. and 1/2 of 1% plus the
federal funds rate, in each case together with an applicable margin based on the
Registrant's public debt ratings.
Among other terms of the Credit Agreement, the Credit Agreement provides
that the ratio of total consolidated debt to total capitalization of the
Registrant and its consolidated subsidiaries, as such terms are defined in the
Credit Agreement, shall not exceed 0.625. Moreover, if at any time (i) the
Registrant's public debt ratings from Moody's Investor Service, Inc. ("Moody's")
and Standard & Poor's Ratings Group ("S&P") are both below investment grade,
(ii) neither S&P nor Moody's maintains a public debt rating for Registrant or
(iii) either S&P maintains a public debt rating for Registrant below BB+ or
Moody's maintains a public debt rating for Registrant below Ba1, then an
additional covenant shall become effective requiring that the ratio of total
consolidated debt to consolidated EBITDA of the Registrant and its consolidated
subsidiaries, as such terms are defined in the Credit Agreement, for the most
recent period of four consecutive fiscal quarters for which financial statements
are available, shall not exceed 3.50. This latter covenant shall cease to be of
any further force or effect and shall be deemed deleted from the Credit
Agreement if the Registrant's public debt ratings from S&P and Moody's are
simultaneously investment grade. Registrant would have been in compliance with
this covenant if it had been in effect with respect to fiscal year 2003 and the
four consecutive fiscal quarters ended September 30, 2004, the ratio for such
periods being 1.57 and 1.51, respectively.
From time to time, the Company has had banking relationships with the
parties to the Credit Agreement and affiliates of certain of these parties have
served in the past as underwriters in public offerings of securities by the
Registrant.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off Balance Arrangement.
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See Item 1.01.
2
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: December 14, 2004 By: /s/ John P. Rielly
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Name: John P. Rielly
Title: Senior Vice President
and Chief Financial Officer