As
filed with the Securities and Exchange Commission on June 25,
2010
Registration
No. 333-160070
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
XTO
Energy Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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75-2347769
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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810
Houston Street
Fort
Worth, Texas 76102
(817)
870-2800
(Address, including zip code, and
telephone number, including area code,
of
registrant’s principal executive offices)
Mr.
Frank G. McDonald
Senior
Vice President and General Counsel
810
Houston Street
Fort
Worth, Texas 76102
(817)
870-2800
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Approximate
date of commencement of proposed sale to the public: Not
applicable.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, check the following box.
o
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box.
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
x
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
______________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
Accelerated Filer
x
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Accelerated
Filer
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Non-accelerated
filer (Do not check if a smaller reporting
company)
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Smaller
reporting company
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DEREGISTRATION
OF SECURITIES
This Post-Effective Amendment (this “
Post-Effective Amendment
”) relates to the Registration Statement of XTO Energy
Inc. (the “
Company
”) on Form S-3
(File No. 333-160070) filed with
the Securities and Exchange Commission on June 18, 2009 (the “
Registration Statement
”),
which registered an indeterminate amount of senior debt securities and shares of
the Company’s common stock
, par value $0.01 per
share
.
On June
25, 2010, pursuant to the Agreement and Plan of Merger (the “
Merger Agreement
”) dated as of
December 13, 2009 among the Company, Exxon Mobil Corporation (“
ExxonMobil
”) and ExxonMobil
Investment Corporation, a wholly owned subsidiary of ExxonMobil (“
Merger Sub
”), Merger Sub
merged with and into the Company (the “
Merger
”), with the Company
continuing as the surviving corporation and a wholly owned subsidiary of
ExxonMobil. Under the Merger Agreement, each outstanding share
of the Company's common stock (other than those held by the Company as
treasury stock or by ExxonMobil) was converted into the right to receive 0.7098
of a share of ExxonMobil common stock.
As a
result of the Merger, the Company has terminated any and all offerings of its
securities pursuant to the Registration Statement. Accordingly, the
Company hereby terminates the effectiveness of the Registration Statement and,
in accordance with an undertaking made by the Company in Part II of the
Registration Statement to remove from registration, by means of a post-effective
amendment, any securities that had been registered for issuance but remain
unsold at the termination of the offering, removes from registration any and all
securities of the Company registered but unsold under the Registration Statement
as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the
City of Irving, State of
Texas, on June 25, 2010.
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XTO
ENERGY INC.
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By:
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/s/
Jack P.
Williams
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Name:
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Jack
P. Williams
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Title:
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President
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Pursuant
to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration
Statement
has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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/s/
William M.
Colton
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Director
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June
25, 2010
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William
M. Colton
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/s/
Beverley A.
Babcock
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Director
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June
25, 2010
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Beverley
A. Babcock
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/s/
David
Levy
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Director
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June
25, 2010
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David
Levy
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/s/
Robert N.
Schleckser
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Director
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June
25, 2010
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Robert
N. Schleckser
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/s/
Jack P.
Williams
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President
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June
25, 2010
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Jack
P. Williams
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(Principal
Executive Officer)
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/s/
Brent W.
Clum
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Senior
Vice President and Treasurer
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June
25, 2010
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Brent
W. Clum
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(Principal
Financial Officer)
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/s/
Bennie G.
Kniffen
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Senior
Vice President and Controller
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June
25, 2010
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Bennie
G. Kniffen
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(Principal
Accounting Officer)
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