Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-101247
FIRST PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 15, 2002
NUEVO ENERGY COMPANY
1,969,580 Shares of Common Stock
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This first prospectus supplement supplements our prospectus dated
November 22, 2002 relating to the public offering, which is not being
underwritten, of up to 1,969,580 shares of our common stock, which may be
offered and sold from time to time by certain of our stockholders or by
pledgees, donees, transferees or other successors in interest that receive such
shares as a gift, partnership distribution or other non-sale related transfer.
We will receive no part of the proceeds of such sales. Subsequent to the filing
of the prospectus, 73,521 shares of our common stock were distributed from
escrow to Yorktown Energy Partners III, L.P. and 30,884 share were distributed
from escrow to Yorktown Energy Partners IV, L.P. bringing the total shares held
by each of entity to 1,245,149 and 523,046, respectively. The "Selling
Stockholders" section of our prospectus is hereby supplemented to reflect the
distribution by Yorktown Energy Partners III, L.P. of 1,245,149 shares of our
common stock and the distribution by Yorktown Energy Partners IV, L.P. of
495,822 shares of our common stock. This first prospectus supplement should be
read in conjunction with our prospectus and this first prospectus supplement is
qualified by reference to our prospectus except to the extent that the
information herein contained supersedes the information contained in such
prospectus.
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The date of this first prospectus supplement is July 16, 2003.
SELLING STOCKHOLDERS
All shares of our common stock beneficially owned by Yorktown Energy
Partners III, L.P. and reflected in our prospectus were distributed to its
limited partners on July 15, 2003. All except 27,224 shares of our common stock
beneficially owned by Yorktown Energy Partners IV, L.P. and reflected in our
prospectus were distributed to its limited partners on July 15, 2003. The table
of selling stockholders in our prospectus is hereby amended to reflect such
distributions and supplemented to specifically include the entities and
individuals who received such distributions. The following table sets forth as
of July 15, 2003, the name of each of the entities and individuals who received
shares of our common stock through the distributions by Yorktown Energy Partners
III, L.P. and Yorktown Energy Partners IV, L.P. who were not specifically
identified in our prospectus as selling stockholders, the number of shares of
our common stock that each such selling stockholder beneficially owns as of such
date, the number of shares of our common stock beneficially owned by each such
selling stockholder that may be offered for sale from time to time by our
prospectus and this first prospectus supplement, and the number and percentage
of shares of our common stock to be beneficially owned by each such selling
stockholder assuming the sale of all of the shares of such common stock offered
by such selling stockholders. Except as indicated, none of such selling
stockholders has held any position or office or had a material relationship with
us or any of our affiliates within the past three years other than as a result
of the ownership of our common stock.
Except as set forth in this first prospectus supplement, there is no
change to the section entitled "Selling Stockholders" in our prospectus. We may
amend or supplement our prospectus and this first prospectus from time to time
to update the disclosures set forth therein and herein.
Number Percent of
of Shares Number of Class
Beneficially Number of Shares Owned
Owned Prior to Shares Being Owned After After
Name of Selling Stockholder Offering Offered(1) Offering Offering
------------------------------------------ -------------- ------------ ----------- ----------
Howard Hughes Medical Institute 195,396 195,396 0 *
Yale University 184,031 184,031 0 *
Yorktown III Company LLC 117,976 117,976 0 *
The Board of Trustees of the Leland
Stanford Junior University 115,236 115,236 0 *
City & County of San Francisco
Employees' Retirement System 92,692 92,692 0 *
Andrew W. Mellon Foundation 86,426 86,426 0 *
EEP Gas Partners, L.P. 67,631 67,631 0 *
The Regents of the University of Michigan 51,352 51,352 0 *
Massachusetts Mutual Life Insurance Company 48,600 48,600 0 *
The Travelers Insurance Company 46,217 46,217 0 *
Moussescapade, L.P. 45,087 45,087 0 *
The Trustees of Cheyne Walk Trust 43,429 43,429 0 *
Endowment Energy Partners IV, L.P. 43,180 43,180 0 *
Travelers Casualty & Surety Company 39,676 39,676 0 *
General Mills Group Trust 36,937 36,937 0 *
Jackson National Life Insurance Co. 28,808 28,808 0 *
Field Venture Partners 25,676 25,676 0 *
BancBoston Investments, Inc. 25,676 25,676 0 *
The Wellcome Trust Limited, as Trustee
of the Wellcome Trust 25,061 25,061 0 *
Harvard Management Private Equity
Corporation 22,554 22,554 0 *
Hill & Co. 22,543 22,543 0 *
Naftinvest Limited 22,543 22,543 0 *
TIFF Partners I, LLC 22,543 22,543 0 *
WLD Partners, Ltd. 22,543 22,543 0 *
Venture Investments Associates II, L.P. 20,289 20,289 0 *
Yale University Retirement Plan for
Staff Employees 17,150 17,150 0 *
Emory University 15,663 15,663 0 *
Number Percent of
of Shares Number of Class
Beneficially Number of Shares Owned
Owned Prior to Shares Being Owned After After
Name of Selling Stockholder Offering Offered(1) Offering Offering
------------------------------------------ -------------- ------------ ----------- ----------
Northwestern University 15,663 15,663 0 *
Brown University 15,282 15,282 0 *
The Trustees of Ronald Family Trust B 14,476 14,476 0 *
Pantheon USA Fund III Limited 13,629 13,629 0 *
Pantheon International Participations PLC 13,526 13,526 0 *
Hexagon Investments, LLC 12,531 12,531 0 *
Venture Investment Associates III, L.P. 12,530 12,530 0 *
Thorndale Yorktown, L.L.C. 11,277 11,277 0 *
KRESGE Foundation 10,651 10,651 0 *
The Trustees of Hamilton College 9,398 9,398 0 *
University of Wisconsin Foundation 9,398 9,398 0 *
Mass Mutual High Yield Partners LLC 9,017 9,017 0 *
Bryan H. Lawrence 8,142 8,142 0 *
Father Flanagan's Trust Fund 7,518 7,518 0 *
Yorktown IV Company LLC 7,327 7,327 0 *
LJH Partners, LP 6,265 6,265 0 *
Frank Russell Trust Co. as Trustee for
Roche Retirement Plans' Master Trust 6,265 6,265 0 *
Smith College 6,265 6,265 0 *
TIFF Partners III 6,265 6,265 0 *
Travelers Indemnity Company 6,265 6,265 0 *
Nortrust Nominees fbo Unilever Pension
Fund Trustees Ltd. as Trustee of
Unilever Pension Fund 6,265 6,265 0 *
The Washington University 6,265 6,265 0 *
WLD Equity Partners 1999, Limited
Partnership 6,265 6,265 0 *
The Phoenix Insurance Company 5,410 5,410 0 *
Pantheon USA Fund III, L.P. 5,167 5,167 0 *
The Travelers Life and Annuity Company 5,136 5,136 0 *
Keswick Private Fund II, LLC 4,509 4,509 0 *
CIBC Capital Corporation 3,133 3,133 0 *
Harvard Master Trust 2,506 2,506 0 *
Yale University Retiree Health Benefits
Coverage Trust 1,253 1,253 0 *
Keswick Private Fund III, LLC 1,253 1,253 0 *
Regenstrief Foundation, Inc. 1,253 1,253 0 *
Reiman Charitable Foundation, Inc. 1,253 1,253 0 *
Frederick R. Mayer 1,128 1,128 0 *
KL Partners LLC 1,127 1,127 0 *
Wells Fargo as Trustee for Father
Flanagan's Boys' Home Pension
Master Trust 940 940 0 *
JFM Foundation 627 627 0 *
W. Howard Keenan, Jr. 313 313 0 *
Peter A. Leidel 313 313 0 *
Anthony R. Mayer 125 125 0 *
Tomas R. LaCosta 125 125 0 *
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* Less than 1%
(1) Registration of the shares of common stock does not mean that all or any
portion and these shares will be offered or sold by the selling
stockholders pursuant to this first prospectus.