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