Filed Pursuant to Rule 424(b)(3)
Registration No. 333-84442
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED APRIL 16, 2002
$100,000,000
EVERGREEN RESOURCES, INC.
4.75% CONVERTIBLE SUBORDINATED NOTES DUE 2021 AND
THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement relates to the resale by the selling
securityholders of 4.75% senior convertible notes due 2021 of Evergreen
Resources, Inc. and the shares of common stock, no par value, of Evergreen
Resources, Inc. issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated April 16, 2002, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given them in the prospectus.
The tables below set forth information as of the date hereof concerning
beneficial ownership of the notes of the selling securityholders as listed
below. All information concerning beneficial ownership has been furnished by the
selling securityholders.
The table of selling securityholders contained in the prospectus is hereby
amended to add the following entities who are named below as selling
securityholders:
AGGREGATE
PRINCIPAL
AMOUNT OF
MATURITY NUMBER OF
OF NOTES SHARES OF
BENEFICIALLY PERCENTAGE COMMON STOCK PERCENTAGE OF
OWNED THAT OF NOTES THAT MAY BE COMMON STOCK
NAME MAY BE SOLD OUTSTANDING SOLD (1) OUTSTANDING (2)
---- ------------ ----------- ------------ ---------------
JMG Capital Partners, LP $ 6,000,000 6.00% 120,000 *
Goldman Sachs and Company $ 2,000,000 2.00% 40,000 *
Lyxor Master Fund $10,750,000 10.75% 215,000 1.12%
Additionally, the following represents updated information regarding the
selling securityholders listed in the selling securityholder table in the
prospectus:
AGGREGATE
PRINCIPAL
AMOUNT OF
MATURITY NUMBER OF
OF NOTES SHARES OF
BENEFICIALLY PERCENTAGE COMMON STOCK PERCENTAGE OF
OWNED THAT OF NOTES THAT MAY BE COMMON STOCK
NAME MAY BE SOLD OUTSTANDING SOLD (1) OUTSTANDING (2)
---- ------------ ----------- ------------ ---------------
Lyxor Master Hedge Fund $800,000 * 16,000 *
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* Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion rate
of 20 shares of common stock per $1,000 principal amount at maturity of the
notes. This conversion rate is subject to adjustment, however, as described in
the accompanying prospectus under "Description of Notes--Conversion Rights." As
a result, the amount of common stock issuable upon conversion of the notes may
increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
18,977,775 shares of common stock outstanding as of July 31, 2002. In
calculating this amount for each holder, we treated as outstanding the number of
shares of common stock issuable upon conversion of all that holder's notes, but
we did not assume conversion of any other holder's notes.
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INVESTING IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 7 OF THE ACCOMPANYING PROSPECTUS.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is September 12, 2002.