UNITED STATES
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): October 29, 2002
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-9092 95-4352386
(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) Number)
333 Clay Street
Suite 3400
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 659-1361
(Registrant's telephone number, including area code)
ITEM 2. Acquisition or Disposition of Assets
ITEM 5. Other Events
On October 29, 2002, Cheniere Energy, Inc. entered into a Second Extension
and Amendment to Contribution Agreement, to be effective as of October 4, 2002
("Amendment"), amending the Contribution Agreement dated August 26, 2002. The
Amendment provides for, among other things: (i) a payment by Freeport LNG
Investments, LLC prior to the closing of the Contribution Agreement to pay or
reimburse Cheniere for certain costs and expenses related to the Freeport LNG
terminal; (ii) the transition of certain employees of Cheniere to Freeport LNG
Development, L.P. ("Partnership"); and (iii) an option to Freeport LNG
Investments, LLC to extend the closing for up to 60 days under certain
conditions. In the event Freeport LNG Investments, LLC contributes to, or pays
certain expenses of the Partnership or Cheniere, such payments will either (i)
be a contribution to the Partnership in the event the Contribution Agreement is
consummated or (ii) be repaid by Cheniere in the event the closing fails to
occur for any reason. Cheniere has agreed to pledge its stock of Gryphon
Exploration Company to Freeport LNG Investments, LLC as security for its
obligations to repay such amounts. The Amendment is attached hereto as an
exhibit and is incorporated herein in its entirety.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 1 Second Extension and Amendment to Contribution Agreement,
effective as of October 4, 2002, by and among Freeport
LNG Investments, LLC, Freeport LNG-GP, Inc., Cheniere
Energy, Inc., Cheniere LNG, Inc. and Freeport LNG
Terminal, LLC.
SIGNATURES
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.
CHENIERE ENERGY, INC.
Date: November 5, 2002 By: /s/ Don A. Turkleson
-----------------------------------
Name: Don A. Turkleson
Title: Chief Financial Officer