PROSPECTUS                                      Filed purusant to Rule 424(b)(1)
                                                      Registration No. 333-69642

                          [PURE RESOURCES, INC. LOGO]

                             Pure Resources, Inc.
                   Offer to Exchange all of Our Outstanding
                       7 1/8% Senior Notes due 2011 for
           7 1/8% Senior Notes due 2011, Which Have Been Registered
                       Under the Securities Act of 1933
                                ______________

  We are offering to exchange all of our outstanding unregistered 7 1/8% senior
notes due 2011 for registered 7 1/8% senior notes due 2011. We refer to the
registered senior notes as the new notes and the unregistered senior notes as
the old notes.  We issued the old notes on June 8, 2001.  As of the date of this
prospectus, an aggregate principal amount of $350 million of old notes is
outstanding.  Please consider the following:

  .  Our offer to exchange the old notes for the new notes expires at 5:00 p.m.,
     New York City time, on November 4, 2001, unless we extend the offer.

  .  You should carefully review the procedures for tendering the old notes
     beginning on page 23 of this prospectus. If you do not follow these
     procedures, we may not exchange your old notes for new notes.

  .  We will not receive any proceeds from the exchange offer.

  .  If you do not tender your old notes, you will continue to hold unregistered
     securities and your ability to transfer them could be adversely affected.

  .  You may withdraw tendered old notes at any time before the expiration of
     the exchange offer.

  The terms of the new notes will be substantially identical to the old notes,
except for the elimination of some transfer restrictions, registration rights
and liquidated damages provisions relating to the old notes. We will pay
interest on the new notes on June 15 and December 15 of each year, beginning
December 15, 2001, at a rate of 7 1/8% per year. We may redeem some or all of
the new notes at any time, at a price described in this prospectus. Some of our
wholly owned subsidiaries have guaranteed the new notes on a senior unsecured
basis.

  There is currently no public market for the new notes.  We do not intend to
list the new notes on any securities exchange.  Therefore, we do not anticipate
that an active public market for the new notes will develop.

  You should read the section entitled "Risk Factors" beginning on page 8 for a
discussion of specific factors that you should consider before participating in
this exchange offer.

  These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.  Each broker-dealer that receives new notes for its own
account in exchange for old notes must acknowledge that it will deliver a
prospectus in connection with any resale of such new notes.  The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.  This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where such old
notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. We have agreed that, until December 31,
2001, we will make this prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."

  The date of this prospectus is October 2, 2001.


                               TABLE OF CONTENTS



                                                                          Page
                                                                        --------
                                                                     

FORWARD-LOOKING STATEMENTS............................................     ii

SUMMARY...............................................................      1

RISK FACTORS..........................................................      8

USE OF PROCEEDS.......................................................     16

SELECTED CONSOLIDATED HISTORICAL AND UNAUDITED PRO FORMA COMBINED
     FINANCIAL DATA...................................................     17

SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA RESERVE AND
     PRODUCTION DATA..................................................     19

THE EXCHANGE OFFER....................................................     21

DESCRIPTION OF CERTAIN INDEBTEDNESS...................................     30

DESCRIPTION OF NEW NOTES..............................................     31

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS..............     41

PLAN OF DISTRIBUTION..................................................     45

LEGAL MATTERS.........................................................     46

EXPERTS...............................................................     46

ENGINEERS.............................................................     46

WHERE YOU CAN FIND MORE INFORMATION...................................     46



     This prospectus incorporates important business and financial information
about Pure that is not included in or delivered with this prospectus. See "Where
You Can Find More Information" for more information regarding these matters.

                                       i


                          FORWARD-LOOKING STATEMENTS

  This prospectus and the documents incorporated by reference into this
prospectus include "forward-looking statements" which are subject to risks and
uncertainties.  These statements are based on the beliefs and assumptions of our
management and on the information currently available to them.  Among the
factors that could cause actual results to differ materially from expectations
are:

  .  inherent uncertainties in interpreting engineering and reserve or
     production data;

  .  operating hazards, delays or cancellations of drilling operations for a
     variety of reasons;

  .  competition;

  .  fluctuations and volatility in oil and gas prices;

  .  our ability to successfully integrate the business and operations of
     acquired companies and assets;

  .  government and environmental regulations;

  .  increases in our cost of borrowing or inability or unavailability of
     capital resources to fund capital expenditures, dependence on key
     personnel, changes in general economic conditions and/or in the markets in
     which we compete or may, from time to time, compete; and

  .  other factors including but not limited to those set forth below in "Risk
     Factors" and those described in the reports we file with the SEC.

  Statements and calculations concerning oil and gas reserves and their present
value also may be deemed to be forward-looking statements in that they reflect
the determination, based on estimates and assumptions, that oil and gas reserves
may be profitably exploited in the future. When used or referred to in this
document, these forward-looking statements may be preceded by, followed by, or
otherwise include the words "believes," "expects," "anticipates," "intends,"
"plans," "estimates," "projects" or similar expressions, or statements that
events or conditions "will" or "may" occur.

  We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.  In light of
these risks, uncertainties and assumptions, the forward-looking events discussed
in this offering circular might not occur.

                                      ii


                                    SUMMARY

   The following summary contains information about Pure and the offering of the
new notes.  It does not contain all of the information that may be important to
you in making a decision to exchange your old notes.  For a more complete
understanding of Pure and this exchange offer, we urge you to read this entire
prospectus and the documents incorporated by reference into this prospectus,
including the "Risk Factors" section.  In this prospectus, when we use the term
"Pure," "we" or "our," we mean Pure Resources, Inc. and its subsidiaries on a
consolidated basis, unless the context requires otherwise.

                                 Pure Resources

   We are an independent energy company engaged in the exploitation,
development, exploration and acquisition of oil and gas properties.   Our common
stock is traded on the New York Stock Exchange under the symbol "PRS."  Our most
significant core areas of operation are the Permian Basin of West Texas and
southeastern New Mexico (69% of total proved reserves at December 31, 2000),
the San Juan Basin of New Mexico and Colorado (21% of total proved reserves),
the onshore Gulf Coast region (8% of total proved reserves) and the Gulf of
Mexico (2% of total proved reserves).  We also own over 6 million gross (3.2
million net) acres of fee mineral ownership, primarily across the southern Gulf
Coast region of the United States.  As of December 31, 2000, on a pro forma
basis giving effect to our 2000 acquisitions from International Paper Company
and of Hallwood Energy Corporation, we had proved reserves of 247.6 MBOE, with
an SEC 10% present value of $4.2 billion.  On a pro forma basis, we had an
average reserve life of approximately 10.8 years and, of our proved reserves,
64% were natural gas, 81% were classified as proved developed and 81% were
operated by us.

   Unocal Corporation, through its wholly owned subsidiary Union Oil Company of
California, owns approximately 65.4% of our common stock.  In May 2000, Union
Oil and Titan Exploration, Inc. merged the Permian Basin business unit of Union
Oil and Titan into a new company.  The resulting company is Pure Resources, Inc.
Titan's executive staff continued in their same capacities with Pure after the
combination.  Titan, which was formed in March 1995, had historically been
involved in oil and gas exploration and production in the Permian Basin of West
Texas and southeastern New Mexico, the Brenham Dome area of south central Texas
and the Central Gulf Coast region of Texas.  The combination of Pure and Union
Oil's Permian Basin business unit has been treated as a combination of entities
under common control, and the merger of Titan and a subsidiary of Pure has been
treated as an acquisition of Titan by Pure.  Consequently, the historical
financial results and operational data of Pure for periods prior to the merger
are those of Union Oil's Permian Basin business unit.

                             Competitive Strengths

   .   Low Risk Asset Base. We believe that our asset base has several
       characteristics that combine to create a low-risk platform for growth.
       Our proved reserves are long-lived, gas oriented (64% gas) reserves that
       are predominantly proved developed (80% developed) with multiple pay
       zones. We operate a majority of our wells, giving us significant control
       over our cost structure and timing of major expenditures. We believe our
       efforts to successfully replace reserves at attractive finding costs will
       be enhanced by an inventory of drilling locations for which our present
       schedule of drilling exceeds four years. In addition, our position as one
       of the largest independents in the Permian Basin gives us an excellent
       strategic position in the consolidation of one of the most prolific
       producing regions in the continental United States.

   .   Long-Lived Reserves. At December 31, 2000, on a pro forma basis, our
       properties had an estimated average reserve life of 10.8 years. As a
       result of the long-lived nature of our reserves, management believes that
       we are better able to sustain our operations during periods of commodity
       price and interest rate volatility than our competition with shorter
       reserve lives.

   .   Financial Discipline and Strong Capital Structure. We believe that the
       abilities to take advantage of acquisition opportunities and to obtain
       low-cost financing can be decisive advantages in our efforts to enhance
       shareholder value. In keeping with this belief, we believe in a
       disciplined approach to financial management and in a strong capital
       structure that preserves our ability to execute our business plan. Key
       elements of our financial discipline include use of hedges to protect our
       capital budget, periodic review of our capital budget and exploratory
       projects, maintenance of leverage levels that are appropriate over the
       entire industry cycle and pursuit of

                                       1


       attractive asset monetization alternatives where appropriate.

   .   Successful Growth Record. We have increased our reserves to 1,486 Bcfe as
       of December 31, 2000, on a pro forma basis, as a result of a series of
       acquisitions and business combinations and successes in the exploitation,
       development and exploration of our properties. Our management has
       demonstrated its ability to identify and evaluate potential acquisitions
       and growth areas and successfully integrate new properties into our
       existing portfolio.

   .   Substantial Exploitation Opportunities. As of June 30, 2001, we had
       identified over 900 gross drilling locations, 300 recompletions and 19
       tertiary recovery projects on our acreage. The Permian Basin, containing
       approximately 58% of our SEC 10% present value on a pro forma basis, is
       characterized by complex geology with numerous known producing horizons
       and provides significant opportunities to increase reserves, production
       and ultimate recoveries through development, exploratory and horizontal
       drilling, recompletions, secondary and tertiary recovery methods and use
       of 3-D seismic and other advanced technologies.

   .   Low Finding and Development Costs. Using our management's experience and
       expertise in our core operating areas, we have been able to add reserves
       through the exploitation of acquired properties at finding costs
       substantially below our per unit acquisition cost. Our average finding
       and development cost for proved reserves we have acquired, developed or
       found is approximately $3.60 per BOE both for calendar year 2000 and over
       the three-year period ending December 31, 2000.

   .   Experienced Management. We believe that our personnel provides us with a
       competitive advantage for exploitation and exploration opportunities in
       our core areas and in other complex producing basins in North America.
       Members of our management team have an average of over 25 years
       experience in the oil and gas industry, including experience in managing
       operations significantly larger than those operated by us. This
       experience provides us with a significant and diverse knowledge base upon
       which to expand our operations.

   .   Strategic Support from Strong Parent. Pure is considered a strategic
       asset by Unocal Corporation, which owns 65.4% of our outstanding common
       stock through Union Oil and consolidates Pure's financial and reserve
       information into its own financial statements. Unocal-designated
       directors, which include members of Unocal's executive management,
       constitute the majority of our Board of Directors. Pure represents
       Unocal's primary exposure to the consolidation of the onshore exploration
       and production sector in the continental United States.

                               Business Strategy

   We seek to increase shareholder value through a strategy based on a returns-
focused management orientation, opportunistic management of assets and
maintenance of the financial flexibility to efficiently execute our plans.  Key
elements of our strategy are as follows:

   .   Exploitation of Reserve Base. We believe that there are significant
       development and exploitation opportunities in prolific, multi-pay fields
       located in our core operating areas, where we have a substantial
       inventory of drilling locations. We engage in horizontal and infill
       drilling activities, major workovers, recompletions, secondary and
       tertiary recovery operations, and other production enhancement techniques
       in order to increase reserves and production. In 2001, subject to market
       conditions and drilling and operating results, we expect to spend
       approximately $83 million of our capital budget for developmental
       drilling activities and $62 million for possible and probable projects.

   .   Identify Acquisition Opportunities. We seek to acquire oil and gas
       properties or enter into business combinations that provide opportunities
       for (a) the addition of reserves, production and value through
       exploitation and development, (b) high exploration potential and (c) the
       control of operations. Our management team, both before and after Titan's
       merger with Pure, has completed significant acquisitions, and we believe
       that other acquisition opportunities exist in our current focus areas and
       in other North American basins. We have maintained the financial
       flexibility to pursue additional acquisition opportunities. We
       aggressively review a substantial number of possible acquisitions each
       year, applying rigorous evaluation standards to each.

                                       2


   .   Realize Strong Full-Cycle Returns. We manage our assets to achieve strong
       full-cycle returns by maximizing realizations through focus on reducing
       overhead and operating cost structure and leveraging our significant
       inventory of low risk development and exploitation opportunities to add
       reserves at low finding and development costs. We seek to control our
       operating costs and drilling opportunities by operating a significant
       portion of our reserve base (approximately 81% of our reserves on a pro
       forma basis).

   .   Pursue Exploration Activities. We have identified an extensive inventory
       of exploration opportunities and seek to apply our management's and
       technical staff's extensive geological, geophysical and drilling
       expertise to evaluate and develop these exploration projects. As part of
       our exploration strategy, we attempt to reduce the costs and risks of our
       exploration activities by, in selected circumstances, applying 3-D
       seismic technology and drilling wells with multiple pay objectives in
       known producing areas. For selected projects and under certain
       circumstances, we sell interests in our exploration prospects to industry
       partners which combines the regional and technical expertise of all
       participants. Subject to market conditions and drilling and operating
       results, we expect to spend approximately $85 million of our 2001 capital
       budget on exploration opportunities and seismic and leasing activities.

   .   Capitalize on Advanced Technology. We seek to complement our management's
       geological and drilling expertise by capitalizing on the use of advanced
       technology to identify, explore and exploit projects. We believe that the
       complex geology of certain areas in which we currently operate, such as
       the Permian Basin, is characterized by numerous known producing zones and
       provides opportunities to apply advanced technology to increase reserves,
       production and ultimate recoveries. Using 3-D seismic, horizontal
       drilling, secondary and tertiary recovery methods and other sophisticated
       technologies, we seek to enhance our drilling success, production rates,
       the size of our average discovery and our total economic returns.

                        ______________________________


   Pure is incorporated under the laws of Delaware.  Our executive offices are
located at 500 West Illinois, Midland, Texas 79701, and our telephone number is
(915) 498-8600.

                                       3


                              The Exchange Offer

   Following is a summary of the principal terms of our exchange offer.  A more
detailed description is contained in this prospectus under the heading "The
Exchange Offer" beginning on page 21.

                                             
The exchange offer........................      We are offering to exchange $1,000 principal amount of our 7 1/8% Senior
                                                Notes due 2011, which have been registered under the Securities Act, for
                                                each $1,000 principal amount of our outstanding unregistered 7 1/8% Senior
                                                Notes due 2011.  As of the date of this prospectus, $350 million in
                                                aggregate principal amount of the old notes are outstanding.

                                                We have registered the new notes under the Securities Act and they are
                                                substantially identical to the old notes, except for the elimination of
                                                some transfer restrictions, registration rights and liquidated damages
                                                provisions relating to the old notes.

Resale of the new notes...................      We believe that the new notes issued to you pursuant to the exchange offer
                                                may be offered for sale, resold and otherwise transferred by you, without
                                                compliance with the registration and prospectus delivery provisions of the
                                                Securities Act, if you:

                                                .  are acquiring the new notes in the ordinary course of your business;

                                                .  are not engaging in, and do not intend to engage in, a distribution of
                                                   the new notes;

                                                .  do not have an arrangement or understanding with any person to
                                                   participate in a distribution of the new notes;

                                                .  are not an "affiliate" of ours within the meaning of Rule 405 under the
                                                   Securities Act; and

                                                .  are not a broker-dealer that acquired the old notes directly from us.

                                                If any of these conditions is not satisfied and you transfer any new notes
                                                without delivering a proper prospectus or without qualifying for an
                                                exemption from registration, you may incur liability under the Securities
                                                Act.  In addition, if you are a broker-dealer seeking to receive new notes
                                                for your own account in exchange for old notes that you acquired as a
                                                result of market-making or other trading activities, you must acknowledge
                                                that you will deliver this prospectus in connection with any offer to
                                                resell, or any resale or other transfer of the new notes that you receive
                                                in the exchange offer.  See "Plan of Distribution."

Expiration date...........................      The exchange offer will expire at 5:00 p.m., New York City time, on
                                                November 4, 2001, unless we extend the exchange offer.

Withdrawal rights.........................      You may withdraw the tender of your old notes at any time prior to the
                                                expiration date of the exchange offer.  We will return to you any of your
                                                old notes that we do not accept for exchange for any reason without
                                                expense to you promptly after the exchange offer expires or terminates.



                                       4


                                             
Accrued interest on the new notes and
   the old notes..........................      Interest on the new notes will accrue from the last interest payment date
                                                on which interest was paid on the old notes or, if no interest was paid on
                                                the old notes, from the date of issuance of the old notes, which was June
                                                8, 2001.  Holders whose old notes are accepted for exchange will be deemed
                                                to have waived the right to receive any interest on the old notes.

Conditions to the exchange offer..........      The exchange offer is subject to customary conditions that may be waived
                                                by us; however, the exchange offer is not conditioned upon any minimum
                                                aggregate principal amount of old notes being tendered for exchange.  We
                                                currently anticipate that each of the conditions will be satisfied and
                                                that we will not need to waive any conditions.  We reserve the right to
                                                terminate or amend the exchange offer at any time before the expiration
                                                date.  For additional information, see "The Exchange Offer -- Conditions."

Procedures for tendering the old notes....      If you are a holder of old notes who wishes to accept the exchange offer:

                                                .  complete, sign and date the accompanying letter of transmittal, or a facsimile of
                                                   the letter of transmittal, and mail or otherwise deliver the letter of
                                                   transmittal, together with your old notes, to the exchange agent at the address
                                                   set forth under "The Exchange Offer -- Exchange Agent;" or

                                                .  arrange for The Depository Trust Company to transmit certain required
                                                   information, including an agent's message forming part of a book-entry transfer
                                                   in which you agree to be bound by the terms of the letter of transmittal, to the
                                                   exchange agent in connection with a book-entry transfer.

                                                By tendering you old notes in either manner, you will be representing,
                                                among other things, that:

                                                .  the new notes you receive pursuant to the exchange offer are being acquired in
                                                   the ordinary course of your business;

                                                .  you are not currently participating in, do not intend to participate in, and have
                                                   no arrangement or understanding with any person to participate in, the
                                                   distribution of the new notes issued to you in the exchange offer;

                                                .  you are not an "affiliate" of ours, or if you are an affiliate, you will comply
                                                   with the registration and prospectus delivery requirements of the Securities Act;
                                                   and

                                                .  you are not a broker-dealer tendering old notes acquired directly from us.



                                       5


                                             
Special procedures for beneficial
  owners..................................      If your old notes are registered in the name of a broker, dealer,
                                                commercial bank, trust company or other nominee and you wish to tender
                                                your old notes, you should contact the registered holder promptly and
                                                instruct the registered holder to tender your old notes on your behalf.
                                                If you wish to tender on your own behalf, you must, prior to completing
                                                and executing the letter of transmittal and delivering your old notes,
                                                either make appropriate arrangements to register ownership of the old
                                                notes in your name or obtain a properly completed bond power from the
                                                registered holder.  The transfer of registered ownership may take
                                                considerable time and may not be able to be completed prior to the
                                                expiration date.

Guaranteed delivery procedures............      If you wish to tender your old notes and cannot cause the old notes, the
                                                letter of transmittal or any other required documents to be transmitted
                                                to, and received by, the exchange agent prior to the expiration of the
                                                exchange offer, you may tender your old notes according to the guaranteed
                                                delivery procedures described in this prospectus under the heading "The
                                                Exchange Offer -- Guaranteed Delivery Procedures.

Acceptance of the old notes and delivery
 of the new notes.........................      Subject to the satisfaction or waiver of the conditions to the exchange
                                                offer, we will accept for exchange any and all old notes that are properly
                                                tendered and not withdrawn prior to 5:00 p.m., New York City time, on the
                                                expiration date.  The new notes will be delivered promptly following the
                                                expiration date.  For additional information, see "The Exchange Offer --
                                                Terms of the Exchange Offer."

Federal income tax consequences...........      The exchange of old notes for new notes in the exchange offer should not
                                                be a taxable event for U.S. federal income tax purposes.  See "Material
                                                United States Income Tax Consequences."

Use of proceeds...........................      We will not receive any proceeds from the issuance of the new notes.  We
                                                will pay for all expenses incident to the exchange offer.

Consequences of failing to exchange
   your old notes.........................      The exchange offer satisfies our obligations and your rights under the
                                                registration rights agreement.  Except in limited circumstances, after the
                                                exchange offer is completed, you will not be entitled to any registration
                                                rights with respect to your old notes unless:

                                                .  you comply with the registration and prospectus delivery requirements
                                                   of the Securities Act of 1933; or

                                                .  you qualify for an exemption from the Securities Act of 1933
                                                   registration requirements.

Exchange agent............................      First Union National Bank is serving as the exchange agent.



                                       6


                                 The New Notes

   The form and terms of the respective new notes will be identical in all
material respects to the form and terms of the old notes, except that the new
notes will not bear legends restricting their transfer and will not have any of
the registration and related liquidated damages rights of the old notes under
the registration rights agreement, which rights will terminate upon consummation
of the exchange offer.  The new notes will evidence the same indebtedness as the
old notes which they replace and will be issued under, and be entitled to the
benefits of, the indenture dated as of June 8, 2001.  For a more complete
description of the terms of the new notes, see "Description of New Notes."

                                             
Issuer....................................      Pure Resources, Inc.

Notes offered.............................      $350,000,000 aggregate principal amount of 7 1/8% Senior Notes due 2011.

Maturity date.............................      June 15, 2011.

Interest payment dates....................      Every June 15 and December 15 beginning December 15, 2001.  Interest on
                                                the new notes will accrue from the last interest payment date on which
                                                interest was paid on the old notes or, if no interest was paid on the old
                                                notes, from the date of issuance of the old notes, which was June 8, 2001.

Ranking...................................      The new notes will rank:

                                                .  equally with our existing and future senior indebtedness;
                                                .  junior to any of our future secured indebtedness; and
                                                .  senior to any of our future subordinated indebtedness.

Guarantees................................      Our obligations under the new notes will be unconditionally guaranteed by
                                                certain of our subsidiaries so that the new notes will not be structurally
                                                subordinated to our obligations under our senior credit facilities or any
                                                other of our funded indebtedness that is guaranteed, from time to time, by
                                                such subsidiaries.  A subsidiary guarantee of the new notes may be
                                                released if, but only so long as, none of our other funded indebtedness is
                                                guaranteed by such subsidiary.

Optional redemption.......................      We may redeem the new notes at any time at the redemption prices described
                                                in this prospectus, plus accrued and unpaid interest to the date of
                                                redemption.

Use of proceeds...........................      We will not receive any cash proceeds from the exchange offer.  For a
                                                description of the use of proceeds from the offering of the old notes, see
                                                "Use of Proceeds."

Absence of a public market for the new
 notes....................................      The new notes are new securities.  There has been no public market for the
                                                old notes, and we do not anticipate that an active market for the new
                                                notes will develop.  The new notes will not be listed on any securities
                                                exchange or included in any automated quotation system.  As a result, we
                                                cannot assure you that any active or liquid market will develop for the
                                                new notes.  See "Plan of Distribution."



                                       7


                                 RISK FACTORS

   In addition to the other information contained in or incorporated by
reference into this prospectus, you should carefully consider the following risk
factors before deciding whether to participate in the exchange offer.

Risks Related to the Exchange Offer and the New Notes

  You may be adversely affected if you do not exchange your old notes.

   If you do not exchange your old notes for new notes pursuant to the exchange
offer, you will continue to be subject to the transfer restrictions on your old
notes. Except in limited circumstances, you will have no further registrations
rights. The transfer restrictions on your old notes arise because we issued the
old notes pursuant to exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act of 1933 and applicable state
securities laws. In general, you may only offer or sell the old notes if they
are registered under the Securities Act of 1933 and applicable state securities
laws, or offered and sold pursuant to an exemption from those requirements. We
do not intend to register the old notes under the Securities Act of 1933. In
addition, if you exchange your old notes in the exchange offer for the purpose
of participating in a distribution of the new notes, you may be deemed to have
received restricted securities. In those circumstances, you will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act of 1933 in connection with any resale transaction. To the extent
old notes are tendered and accepted in the exchange offer, the trading market,
if any, for the old notes would be adversely affected. See "The Exchange Offer -
- Consequences of Failing to Exchange Old Notes."

  You must tender the old notes in accordance with proper procedures in order to
ensure the exchange will occur.

   We will only exchange old notes for new notes if you follow the proper
procedures, as detailed in this prospectus. We will issue the new notes in
exchange for the old notes if the exchange agent receives the old notes or a
book-entry confirmation, a properly completed and executed transmittal letter,
or an agent's message, and all other required documentation in a timely manner.
If you want to tender your old notes in exchange for new notes, you should allow
sufficient time to ensure timely delivery. Neither we nor the exchange agent is
under any duty to give you notification of defects or irregularities with
respect to tenders of old notes for exchange. In addition, if you are an
affiliate of ours or you tender the old notes in the exchange offer in order to
participate in a distribution of the new notes, you will be required to comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933 in connection with any resale transaction. For additional information,
please refer to the sections entitled "The Exchange Offer" and "Plan of
Distribution."

  We may not be able to generate a sufficient amount of cash flow to meet our
debt service obligations.

   Our ability to make payments on and to refinance our indebtedness, including
the new notes, and to fund planned capital expenditures will depend on our
ability to generate cash in the future.  This, to a certain extent, is subject
to general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control.

   We cannot assure you that we will generate sufficient cash flow from
operations or that future borrowings will be available to us in an amount
sufficient to enable us to pay our indebtedness, including the new notes, or to
fund our other liquidity needs.  We may need to refinance all or a portion of
our indebtedness, including the new notes, on or before maturity.  We cannot
assure you that we will be able to refinance any of our indebtedness, including
the new notes, on commercially reasonable terms or at all.

  Following this exchange offer, we could incur a substantial amount of debt,
which could materially adversely affect our financial condition, results of
operations and business prospects and prevent us from fulfilling our obligations
under the new notes.

   We had $535.1 million of indebtedness outstanding at June 30, 2001. However,
we will be permitted under our senior credit facilities and the indenture
governing the new notes to incur additional debt, subject to certain
limitations. If we incur additional debt following this offering, our increased
leverage could, for example:

                                       8


   .  make it more difficult for us to satisfy our obligations under the new
      notes or other indebtedness and, if we fail to comply with the
      requirements of the other indebtedness, could result in an event of
      default on the new notes or such other indebtedness;

   .  require us to dedicate a substantial portion of our cash flow from
      operations to required payments on indebtedness, thereby reducing the
      availability of cash flow for working capital, capital expenditures and
      other general business activities;

   .  limit our ability to obtain additional financing in the future for working
      capital, capital expenditures and other general corporate activities;

   .  limit our flexibility in planning for, or reacting to, changes in our
      business and the industry in which we operate;

   .  detract from our ability to successfully withstand a downturn in our
      business or the economy generally; and

   .  place us at a competitive disadvantage against less leveraged competitors.

   Our senior credit facilities consist of (a) a $250 million five-year
revolving credit facility and a $250 million 364-day revolving credit facility,
each with current commitments of $235 million; and (b) a $10 million working
capital credit facility.  In September 2001, the 364-day revolving facility will
be converted to a term loan whose outstanding amounts are due and payable in
full in September 2002.  We intend to renegotiate or replace the 364-day
revolving facility prior to September 2002.  As of June 30, 2001, we had
outstanding borrowings of $167.8 million under the five-year revolving facility,
$20.0 million under the 364-day revolving facility and no borrowing under the
working capital facility.

  We are dependent upon cash from our subsidiaries to meet our debt service
obligations.

   We conduct a significant portion of our operations through our subsidiaries.
Our ability to meet our debt service obligations will be dependent on receipt of
cash from our direct and indirect subsidiaries.  Pure has one or more material
subsidiaries that are not guarantors, and such non-guarantor subsidiaries do not
have obligations with respect to the new notes although they generate a
significant portion of Pure's operating income and cash flow.  A subsidiary
guarantee may also be released if, and for so long as, no other financial
indebtedness of Pure is guaranteed by such subsidiary.  Future borrowings by our
non-guarantor subsidiaries may contain restrictions or prohibitions on the
payment of dividends by such subsidiaries to us.  In addition, under applicable
state law, our subsidiaries may be limited in amounts that they are permitted to
pay as dividends to us on their capital stock.

  Not all of our subsidiaries are guarantors and assets of non-guarantor
subsidiaries may not be available to make payments on the new notes.

   Our existing and future subsidiaries that do not guarantee any of our other
funded indebtedness will also not guarantee the new notes.  Only we and the
subsidiary guarantors must make payments on the new notes.  As a result, no
payments are required to be made from assets of subsidiaries that do not
guarantee the new notes unless these subsidiaries transfer those assets, by
dividend or otherwise, to us or a subsidiary guarantor.  In the event of a
bankruptcy, liquidation or reorganization of any of the non-guarantor
subsidiaries, holders of their debt, including their trade creditors, will
generally be entitled to payment of their claims from the assets of those
subsidiaries before any assets are made available for distribution to us.

  Our subsidiary guarantees may be released in the future if certain events
occur.

   Each subsidiary guarantor that is released from its obligations under our
other funded indebtedness will also be released as a guarantor under the new
notes.  Upon such release, the new notes will effectively rank junior to all
liabilities of that subsidiary, whether or not those liabilities are secured or
unsecured.

                                       9


  Although we refer to your notes as senior notes, and the subsidiary guarantees
are senior obligations of our subsidiaries, each will be effectively
subordinated to our secured debt and any secured liabilities of our
subsidiaries.

   The new notes will effectively rank junior to any of our secured debt or any
secured debt of our subsidiaries, to the extent of the assets securing that
debt. In the event of bankruptcy, liquidation, reorganization or other winding
up of Pure, our assets that secure secured debt will be available to pay
obligations on the new notes only after that secured debt has been repaid in
full from these assets. We advise you that there may not be sufficient assets
remaining to pay amounts due on any or all the new notes then outstanding. The
guarantees will similarly effectively rank junior to any secured debt of the
applicable subsidiary, to the extent of the assets securing that debt.

  Fraudulent conveyance laws may limit the enforceability of the guarantees.

   Various fraudulent conveyance laws enacted for the protection of creditors
may apply to the issuance of the guarantees.  To the extent that a court were to
find that:


        (1)    a guarantee was incurred by a guarantor with intent to hinder,
   delay or defraud any present or future credit of such guarantor or such
   guarantor contemplated insolvency with a design to prefer one or more of its
   creditors to the exclusion in whole or in part of others, or

        (2)    a guarantor did not receive fair consideration or reasonably
   equivalent value for issuing its guarantee and such guarantor (a) was
   insolvent, (b) was rendered insolvent by reason of the issuance of the
   guarantee, (c) was engaged or about to engage in a business or transaction
   for which the remaining assets of such guarantor constituted unreasonably
   small capital, to carry on its business or (d) intended to incur, or believed
   that it would incur, debts beyond its ability to pay such debts as they
   mature,

the court could avoid or subordinate such guarantee in favor of other creditors
of such guarantor.  Among other things, a legal challenge of any guarantee may
focus on the benefits, if any, realized by the guarantor as a result of Pure's
issuance of the new notes.  The guarantees contain a savings clause, which
generally will limit the obligation of any guarantor under its guarantee to the
maximum amount as will, after giving effect to all of the liabilities of the
guarantor, result in its obligation not constituting a fraudulent conveyance.
To the extent a guarantee was avoided or limited as a fraudulent conveyance or
held unenforceable for any other reason, holders of the new notes would cease to
have any claim against the guarantor and would be creditors solely of Pure and
the other guarantors.  In that event, the claims of holders of the new notes
against such guarantor would be subject to the prior payment of all liabilities
(including trade payables) of such guarantor.  We cannot assure you that, after
providing for all prior claims, there would be sufficient assets to satisfy the
claims of the holders of the new notes relating to any avoided portion of any
guarantee.

   The measure of insolvency for purposes of the foregoing considerations will
vary depending upon the law applied in any such proceeding.  Generally, however,
a guarantor may be considered insolvent if the sum of its debts, including
contingent liabilities, is greater than the fair market value of all of its
assets.  Based upon financial and other information, including the terms of the
guarantees, we believe that the guarantors are solvent and will continue to be
solvent after issuing the guarantees, will have sufficient capital for carrying
on their business after such issuance and will be able to pay their debts as
they mature.  We cannot assure you, however, that a court passing on such
standards would agree with such beliefs.

  In the event of our bankruptcy or liquidation, holders of the new notes will
be paid from any assets remaining after payments to any holders of debt of
certain of our subsidiaries.

   The new notes will be effectively subordinated to the liabilities of our
subsidiaries that are not guarantors, which may in the future include all of our
subsidiaries.  If we are declared bankrupt or insolvent, or are liquidated, the
holders of any debt of our non-guarantor subsidiaries will be entitled to be
paid from our assets before any payment may be made with respect to the new
notes.  If any of the foregoing events occur, we cannot assure you that we will
have sufficient assets to pay amounts due on the debt of our non-guarantor
subsidiaries and the new notes.

                                       10


  Your ability to transfer the new notes may be limited by the absence of an
active trading market, and there is no assurance that any active trading market
will develop for the new notes.

     The notes are a new issue of securities for which there is no established
public market.  The initial purchasers have informed us that they intend to make
a market in the new notes, as permitted by applicable laws and regulations.
However, the initial purchasers are not obligated to make a market in the new
notes, and they may discontinue their market-making activities at any time
without notice.  Therefore, we cannot assure you that an active market for the
new notes will develop or, if developed, that it will continue.  If a market for
the notes does not develop, you may be unable to resell the new notes for an
extended period of time, if at all.  Moreover, even if a market for the new
notes does develop, the new notes may trade at a discount from their initial
offering price, depending upon prevailing interest rates, the market for similar
new notes, our performance and other factors.

Risks Related to Our Business

  We are controlled by Union Oil.

     Union Oil, a wholly-owned subsidiary of Unocal Corporation, owns
approximately 65.4% of the outstanding Pure common stock and is not prohibited
from acquiring more.  By virtue of its stock ownership, Union Oil has the power
to control the direction and policies of Pure, the election of a majority of its
directors and the outcome of any matter requiring stockholder approval,
including adopting amendments to Pure's certificate of incorporation and
approving mergers or sales of all or substantially all of Pure's assets.  In
addition, Pure has entered into agreements that enable Union Oil to maintain its
position of control.  These include:

     .   A non-dilution agreement, which provides that if Pure issues additional
         shares of common stock Union Oil will have preemptive rights to acquire
         additional securities to maintain its percentage ownership of Pure, up
         to 65.4%. This agreement could make it more difficult for Pure to raise
         funds through future offerings of capital stock or to close
         acquisitions using equity for payment. Union Oil will be the only Pure
         stockholder with preemptive rights.

     .   A stockholders voting agreement which provides that Union Oil and Jack
         Hightower (Pure's Chairman of the Board, President and Chief Executive
         Officer) will vote their shares of Pure to cause two persons designated
         by Mr. Hightower, up to five designees of Union Oil and an additional
         director agreed upon by Union Oil to be elected to Pure's board of
         directors. This agreement gives Union Oil the power to control the
         election of a majority of the directors even if it owns as little as
         35% of Pure's common stock.

  We have agreed to limit our business activities.

     In order to minimize conflicts of interest between Union Oil and Pure and
to permit Union Oil to continue to conduct its business without undue risk of
liability, the parties entered into a business opportunities agreement in which
Pure agreed that it has no interest or expectancy in business opportunities
developed by Union Oil in accordance with standards set forth in the business
opportunities agreement. Pure also agreed that, without the consent of Union
Oil, it will not conduct any business other than the oil and gas exploration,
development and production business and will not pursue any new business
opportunities that are outside of certain geographic areas. As a result of the
business opportunities agreement, as affected by limited waivers that Pure has
obtained from Union Oil, Pure is contractually prohibited from conducting
business outside of the continental United States and designated areas in the
offshore Gulf Coast region of the United States, which designated areas relate
to the programs and partnerships Pure acquired in the International Paper
transaction. Further, unless conducted through one of such programs or
partnerships, Pure is prohibited from conducting business in the designated
offshore areas if the opportunity relates to a prospect with gross unrisked
reserve target potential of less than 20 Bcf. The restrictions on our ability to
expand, develop and explore certain offshore assets related to those acquired
from International Paper may limit our ability to realize fully the value of
certain of the acquired assets. Because of Pure's geographic concentration, any
regional events that increase costs, reduce availability of equipment or
supplies, reduce demand or limit production may impact Pure more than if its
operations were more geographically diversified. The business opportunities
agreement does not affirmatively restrict Union Oil's business activities,
including within the designated areas.

                                       11


  Potential conflicts of interest between Pure and Union Oil may arise.

     Conflicts of interest may arise between Pure and Union Oil. The interests
of Union Oil under contractual arrangements between Pure and Union Oil entered
into in connection with the Titan merger, such as a registration rights
agreement, a non-dilution agreement and the parties' agreements to indemnify
each other with respect to specified matters, will conflict with the interests
of Pure. Other conflicts may arise in the future if Union Oil and Pure enter
into additional contractual arrangements, which could include agreements
relating to marketing of production, financing, insurance or other matters.
Because Union Oil is free to engage in activities that may be competitive with
Pure, conflicts of interest may arise in acquisitions of oil and gas properties
or companies or other transactions that Union Oil may pursue.

  Rights granted to Pure officers may result in charges to our earnings and may
increase our leverage.

     Mr. Hightower's employment agreement and Pure officer severance agreements
entitle the covered officers to require Pure to purchase his or her Pure common
stock at a price that may be in excess of market value if specified events
occur. On June 30, 2001, when the trading price of Pure common stock was $18.00
per share, the "per share net asset value" of Pure, calculated in accordance
with the agreements, was estimated at approximately $28.90, and the covered
shares of Pure common stock on that date (including shares underlying options)
totaled 6.6 million.  The amortization amounts and potential effect on our
leverage may change quarterly based on relative changes in the net asset value
and market value of Pure shares.

  Contingent obligations of Pure may increase our leverage.

     Under the terms of a partnership agreement with affiliates of International
Paper, Pure would be required to make contingent payments to its other partners
in the partnership if Pure causes the partnership, prior to January 2008, to
dispose of assets, as defined in the partnership agreement, with a fair market
value in excess of $25 million.  Pure's maximum contingent payment at June 30,
2001 is approximately $75 million.  Pure, at  the present, does not believe it
is probable it will incur any of the contingent payment.  To the extent Pure
incurred all or some of the contingent payment, it would reflect the contingent
payment as additional basis in its oil and gas properties.

  A suit has been filed in Louisiana against our subsidiary.

     Hallwood Petroleum, Inc. has been named as a defendant in a suit styled
Lamson Petroleum v. Hallwood Petroleum, Inc. et al., which was filed May 17,
2001 in the 15th Judicial District Court, Lafayette Parish, Louisiana. Lamson
Petroleum seeks proceeds from the sale of gas and condensate produced and sold
from units on 200 acres of land in the parish and a declaratory judgment
recognizing its interest in production from the units. We are unable at this
time to assess the likelihood of an unfavorable outcome. We believe the suit is
without merit and shall vigorously defend against it. In our opinion, the
ultimate disposition of this lawsuit, in the event of an unfavorable outcome,
should not have a material adverse effect on the Company's financial position or
liquidity, but could adversely affect results of operations in a given reporting
period.

  Our rapid growth has placed significant demands upon our resources.

     Our brief operating history has been characterized by rapid growth that
places significant demands on our financial, operational and administrative
resources.  Any future growth of our oil and gas reserves, production and
operations would place significant further demands on our financial, operational
and administrative resources.  Our future performance and profitability will
depend in part on our ability to successfully integrate the administrative and
financial functions of acquired properties and companies into our operations, to
hire additional personnel and to implement necessary enhancements to our
management systems.

  You should not place undue reliance on our reserve data because numerous
uncertainties are inherent in the estimation of the reserve data.

     Petroleum engineering is a subjective process of estimating underground
accumulations of oil and gas that cannot be measured in an exact manner.
Estimates of economically recoverable oil and gas reserves and of future net
cash flow necessarily depend upon a number of variable factors and assumptions,
including the following:

     .   historical production from the area compared with production from other
         producing areas;

                                       12


     .   the assumed effects of regulations by governmental agencies;

     .   assumptions concerning future oil and gas prices; and

     .   assumptions concerning future operating costs, severance, ad valorem
         and excise taxes, development costs and workover and remedial costs.

     Because all reserve estimates are to some degree subjective, each of the
following items may differ materially from those assumed in estimating reserves:

     .   the quantities of oil and gas that are ultimately recovered;

     .   the production and operating costs incurred;

     .   the amount and timing of future development expenditures; and

     .   future oil and gas sales prices.

     Furthermore, different reserve engineers may make different estimates of
reserves and cash flows based on the same available data.  Our actual
production, revenues and expenditures with respect to reserves will likely be
different from estimates and the difference may be material.

     The discounted future net cash flows in this document should not be
considered as the current market value of the estimated oil and gas reserves
attributable to our properties.  As required by the SEC, the estimated
discounted future net cash flows from proved reserves are generally based on
prices and costs as of the date of the estimate, while actual future prices and
costs may be materially higher or lower.  Actual future net cash flows also will
be affected by factors such as:

     .   the amount and timing of actual production;

     .   supply and demand of oil and gas;

     .   increases or decreases in consumption; and

     .   changes in governmental regulations or taxation.

     In addition, the SEC 10% discount factor, which is required by the SEC to
be used to calculate discounted future net cash flows for reporting purposes, is
not necessarily the most appropriate discount factor based on interest rates in
effect from time to time and risks associated with Pure or the oil and gas
industry in general.

     Maintaining reserves and revenues in the future depends on successful
exploration and development.

     Our future success will depend upon our ability to find or acquire
additional oil and gas reserves that are economically recoverable. Unless we
successfully explore or develop properties containing proved reserves, our
proved reserves will generally decline as a result of continued production. The
decline rate varies depending upon reservoir characteristics and other factors.
Our oil and gas reserves and production, and, therefore, cash flow and income,
will depend greatly upon our success in exploiting our current reserves and
acquiring or finding additional reserves.

     Our exploration and development activities are subject to significant
risks.

     The nature of the oil and gas business involves operating hazards such as
well blowouts, cratering, explosions, uncontrollable flows of oil, gas or well
fluids, fires, formations with abnormal pressures, pollution, releases of toxic
gas and other environmental hazards and risks.  Any of these operating hazards
could result in substantial losses to us.

     In addition, we may be liable for environmental damages caused by previous
owners of property purchased by Pure or its predecessors.  As a result,
substantial liabilities to third parties or governmental entities may be
incurred.  The payment of

                                       13


these amounts could reduce or eliminate the funds available for exploration,
development or acquisitions. These reductions in funds could result in a loss of
our properties.

     Offshore operations are also subject to a variety of operating risks
peculiar to the marine environment, such as capsizing, collisions or damage or
loss from hurricanes or other adverse weather conditions. These conditions can
cause substantial damage to facilities and interrupt production. As a result, we
could incur substantial liabilities.

     We cannot assure you that the new wells we drill will be productive or that
we will recover all or any portion of our investment in wells drilled.  Drilling
for oil and gas may involve unprofitable efforts, not only from dry wells, but
from wells that are productive but do not produce net reserves to return a
profit after drilling, operating and other costs.  The cost of drilling,
completing and operating wells is often uncertain.  Numerous factors, many of
which are beyond our control, including economic conditions, mechanical
problems, title problems, weather conditions, compliance with governmental
requirements and shortages and delays in the delivery of equipment and services
may curtail, delay or cancel our drilling operations.

     In accordance with customary industry practices, we maintain insurance
against some, but not all, of such risks and losses. The occurrence of an event
that is not fully covered by insurance could have a material adverse effect on
our financial position and results of operations.

     Our use of enhanced oil recovery techniques involves certain risks,
especially the use of water flooding and CO\\2\\ flooding techniques. Part of
our inventory of development prospects includes enhanced recovery projects.
Enhanced recovery techniques involve significant capital expenditures and
uncertainty as to the total amount of recoverable secondary reserves. In such
operations, there is generally a delay between the initiation of water or
CO\\2\\ injection into a formation containing hydrocarbons and any resulting
increase in production. The operating cost per unit of production of enhanced
recovery projects is generally higher during the initial phases of such projects
due to the purchase of injection water or CO\\2\\ and related costs, as well as
during the later stages of the life of the project as production declines. The
degree of success, if any, of any enhanced recovery program depends on a large
number of factors, including the porosity of the formation, the technique used
and the location of injector wells.

     We cannot assure you that our planned development and exploration projects
and acquisition activities will result in significant additional reserves or
that we will have success drilling productive wells at low finding and
development costs.  Furthermore, while our revenues may increase if prevailing
oil and gas prices increase significantly, our finding costs for additional
reserves could also increase.

  We face the risk of volatility of oil and gas prices.

     Our revenues, operating results and future rate of growth depend upon the
prices we receive for our oil and gas.  Historically, the markets for oil and
gas have been volatile and may continue to be volatile in the future.  Various
factors that are beyond our control will affect prices of oil and gas, such as:

     .   the worldwide and domestic supplies of oil and gas;

     .   the ability of the members of the Organization of Petroleum Exporting
         Countries ("OPEC") to agree to and maintain oil price and production
         controls;

     .   political instability or armed conflict in oil-producing regions;

     .   the price and level of foreign imports;

     .   the level of consumer demand;

     .   the price and availability of alternative fuels;

     .   the availability of pipeline capacity;

     .   weather conditions;

                                       14


     .   domestic and foreign governmental regulations and taxes;  and

     .   the overall economic environment.

     We are unable to predict the long-term effects of these and other
conditions on the prices of oil and gas. Lower oil and gas prices may reduce the
amount of oil and gas we will be able to produce economically, which may
adversely affect our revenues and operating income. Lower oil and gas prices may
also require a reduction in the carrying value of our oil and gas properties.
Currently, we anticipate making substantially all of our sales of oil and gas in
the spot market or under contracts based on spot market prices and not under
long-term fixed price contracts.

  Our hedging activities may not adequately offset risks we face.

     Our use of hedging contracts to reduce our sensitivity to oil and gas price
volatility is subject to a number of risks.  If we do not produce reserves at
the rates we estimate due to inaccuracies in the reserve estimation process,
operational difficulties or regulatory limitations, we would be required to
satisfy obligations we may have under fixed price sales and hedging contracts on
potentially unfavorable terms without the ability to hedge that risk through
sales of comparable quantities of our own production.  The terms under which we
will enter into fixed price sales and hedging contracts will be based on
assumptions and estimates of numerous factors, including transportation costs to
delivery points.  Substantial variations between the assumptions and estimates
we will use and actual results we will experience could adversely affect our
anticipated profit margins and our ability to manage the risks associated with
fluctuations in oil and gas prices.  Additionally, fixed price sales and hedging
contracts limit the benefits we will realize if actual prices rise above the
contract prices.  Hedging contracts are also subject to the risk that the
counterparty may not be able or willing to perform its obligations.

  Our acquisition strategy involves a degree of risk.

     Our strategic plan includes the acquisition of additional reserves,
including through business combination transactions. We may not be able to
consummate future acquisitions on favorable terms. Additionally, acquisitions
may not achieve favorable financial results.

     Acquisitions may require substantial financial expenditures that will need
to be financed through cash flow from operations or future debt and equity
offerings by Pure. We may not be able to acquire companies or oil and gas
properties using our equity as currency. In the case of cash acquisitions, we
may not be able to generate sufficient cash flow from operations or obtain debt
or equity financing sufficient to fund future acquisitions or reserves.

     Although our management will review and analyze the properties that we will
acquire, such reviews are subject to uncertainties.  The acquisition of
producing properties will involve an assessment of several factors, including
recoverable reserves, future oil and gas prices, operating costs, potential
environmental and other liabilities and other factors beyond our control.  These
assessments are necessarily inexact, and it is generally not possible to review
in detail every individual property involved in an acquisition.  However, even a
detailed review of all properties may not reveal all existing structural and
environmental problems.  We will generally assume preclosing liabilities,
including environmental liabilities, and will generally acquire interests in oil
and gas properties on an "as is" basis.  In addition, volatile oil and gas
prices will make it difficult for us to accurately estimate the value of
producing properties for acquisition and may cause disruption in the market for
oil and gas producing properties.  Price volatility also makes it difficult to
budget for and project the return on acquisitions and development and
exploration projects.  We will not be able to assure you that our acquisitions
will achieve desired profitability objectives.

  Our business requires substantial capital expenditures.

     We make substantial capital expenditures for the exploration, development,
acquisition and production of oil and gas reserves.  We intend to finance these
capital expenditures primarily with funds provided by operations, the incurrence
of debt, the issuance of equity and the sale of non-core assets.  If revenues
decrease as a result of lower oil or gas prices or for other reasons, we may not
be able to expend the capital necessary to replace our reserves or to maintain
production levels, resulting in a decrease in production over time.  If our cash
flow from operations and availability under our credit facilities are not
sufficient to satisfy our capital expenditure requirements, we may not be able
to obtain additional debt or equity financing to meet these requirements.

                                       15


  We may not be able to market our production.

     The marketability of our production depends, in part, upon the availability
and capacity of natural gas gathering systems, pipelines and processing
facilities.  Most of our natural gas is delivered through gas gathering systems
and gas pipelines that we do not own.   Our ability to produce and market our
oil and gas is subject to several factors, including federal and state
regulation of oil and gas production and transportation, tax and energy
policies, changes in supply and demand and general economic conditions.

  We are subject to extensive government regulations.

     Our business is subject to federal, state and local laws and regulations
relating to the oil and gas industry as well as regulations relating to safety
matters.  Although we believe we are in substantial compliance with all
applicable laws and regulations, the requirements imposed by such laws and
regulations change frequently, and these laws and regulations are subject to
interpretation.  Consequently, we cannot predict the ultimate cost of compliance
with these requirements or their effect on our operations.  We may have to
expend a significant amount of resources to comply with government laws and
regulations.

  We are subject to substantial environmental regulations.

     Our operations are subject to complex and constantly changing environmental
laws and regulations adopted by federal, state and local governmental
authorities.  The implementation of new or modified laws or regulations could
have a material adverse effect on our business or our financial condition.  The
discharge of oil, gas or other pollutants into the air, soil or water may lead
to significant liability to the government and third parties and may require us
to incur substantial costs.  Moreover, we have agreed to indemnify sellers of
producing properties purchased in each of our substantial acquisitions against
environmental claims associated with these properties.  Furthermore, material
indemnity claims may arise against us.

  The competition in our industry is intense, some of our competitors have
significantly greater resources than we, and this competition may adversely
affect our operations.

     We operate in the highly competitive areas of oil and gas exploration,
development, acquisition and production with other companies, many of which have
substantially larger financial resources, staffs and facilities.  In seeking to
acquire desirable producing properties or new leases for future exploration and
in marketing our oil and gas production, we face intense competition from both
major and independent oil and gas companies.  Many of these competitors have
financial and other resources substantially in excess of those that will be
available to us.  This highly competitive environment could have a material
adverse effect on us.

                                USE OF PROCEEDS

     We intend the exchange offer to satisfy our obligations under the
registration rights agreement that we entered into in connection with the
offering of the old notes. We will not receive any cash proceeds from the
issuance of the new notes pursuant to the exchange offer. Old notes surrendered
in exchange for the new notes will be retired and cancelled and cannot be
reissued. As a result, the issuance of the new notes will not result in any
increase or decrease in our indebtedness. We have agreed to bear the expenses of
the exchange offer. No underwriter is being used in connection with the exchange
offer.

     The net proceeds from the issuance and sale of the old notes was
approximately $344 million. We used  all of the net proceeds of the sale of the
old notes (a) to repay all outstanding indebtedness under our interim credit
facility and (b) to reduce outstanding indebtedness under our revolving credit
facilities.

                                       16


                       SELECTED CONSOLIDATED HISTORICAL
                AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

     The following table presents selected historical consolidated and unaudited
pro forma combined financial data for Pure for the periods indicated. The
unaudited pro forma combined financial data is derived from the unaudited pro
forma combined financial information incorporated by reference into this
prospectus. The unaudited pro forma combined financial statements give effect to
(i) the merger of Titan Exploration, Inc. with a subsidiary of Pure, (ii) the
acquisition of oil and gas properties, fee mineral and royalty interests from
International Paper Company and affiliates and certain general and limited
partnership interests and (iii) the merger of our acquisition subsidiary with
Hallwood Energy Corporation; in each case as if they had occurred on January 1,
2000 with respect to operating and other data.

     You should read this historical and pro forma information together with the
consolidated financial statements and related notes of Pure in the annual
reports and other information that Pure has filed with the SEC and incorporated
by reference.



                                                       Year Ended December 31,                         Six months Ended June 30,
                                    --------------------------------------------------------------- -------------------------------
                                                         Historical                      Pro Forma      Historical       Pro Forma
                                    --------------------------------------------------- ----------- ------------------- -----------
                                                           (dollars in thousands, except ratios)
                                      1996(a)     1997      1998      1999     2000 (b)    2000      2000     2001 (c)   2001
                                    ----------  --------  --------  --------  ---------  --------  --------  --------- --------
                                                                                            
Consolidated Statement of
    Operations
Revenues:
   Oil sales........................  $ 93,644  $ 75,162  $ 52,609  $ 64,613  $153,128   $217,985  $ 56,746  $ 95,632  $103,042
   Gas sales........................    50,278    62,671    53,186    48,633   133,484    301,035    41,375   164,145   202,311
   Other operating revenues.........       503       415     1,161       879     1,553      8,672     1,250       449     3,789
                                      --------  --------  --------  --------  --------   --------  --------  --------  --------
       Total revenues...............   144,425   138,248   106,956   114,125   288,165    527,692    99,371   260,226   309,142
                                      --------  --------  --------  --------  --------   --------  --------  --------  --------
Expenses:
   Oil and gas production...........    32,634    36,538    39,430    32,268    48,349     81,782    17,291    37,822    44,931
   Production and other taxes.......    11,380    11,621     8,881     8,579    22,141     35,367     8,202    18,710    22,189
   General and administrative.......    10,376     8,264     7,674     7,836    12,281     32,426     3,122    14,956    19,015
   Amortization of deferred
    compensation....................        --        --        --        --    15,386     37,435     1,027    18,685    15,834
   Exploration and abandonment......       905     1,358     3,623     6,491    19,896     32,626     3,078     9,806    11,644
   Depletion, depreciation and
    amortization....................    40,763    37,552    33,139    32,133    45,426    131,732    17,350    61,041    76,927
   Impairment of long-lived assets..        --     9,562     7,387       345        --         --        --        --        --
                                      --------  --------  --------  --------  --------   --------  --------  --------  --------
       Total expenses...............    96,058   104,895   100,134    87,652   163,479    351,368    50,070   161,020   190,540
                                      --------  --------  --------  --------  --------   --------  --------  --------  --------
   Operating income.................    48,367    33,353     6,822    26,473   124,686    176,324    49,301    99,206   118,602
   Interest expense.................        --        --        --        --    (4,396)   (45,560)     (661)  (11,036)  (19,007)
   Other, net.......................        --        --        --        --    (2,455)    (1,102)   (1,414)    1,392       816
   Income taxes expense.............   (15,642)  (11,180)   (1,780)   (8,685)  (34,975)   (45,944)  (16,530)  (30,570)  (35,347)
                                      --------  --------  --------  --------  --------   --------  --------  --------  --------
   Net income.......................  $ 32,725  $ 22,173  $  5,042  $ 17,788  $ 82,860   $ 83,718  $ 30,696  $ 58,992  $ 65,064
                                      ========  ========  ========  ========  ========   ========  ========  ========  ========


                                       17




                                                             Year Ended December 31,
                                          ----------------------------------------------------- ----------
                                                               Historical                       Pro Forma
                                          ----------------------------------------------------- ----------
                                                                 (dollars in thousands, except  ratios)
                                            1996(a)    1997      1998       1999      2000 (b)      2000
                                          ---------- --------  --------   --------   ---------- ----------
                                                                               
Other Data:

   EBITDAX (d).........................   $ 90,035   $ 81,767   $ 50,865   $ 65,505   $ 189,106   $364,804
   Capital expenditures................     25,092     23,295     42,612     19,427     104,075        N/A
   Net cash provided by operating
    activities.........................     70,067     63,388     47,117     58,403     143,101        N/A
   Net cash used in investing
    activities.........................    (24,719)   (21,982)   (41,892)   (19,113)   (100,051)       N/A
   Net cash provided by (used in)
    financing activities...............    (45,347)   (41,106)    (5,225)   (39,290)    (39,725)       N/A
   Ratio of EBITDAX to interest
    expense............................        N/M        N/M        N/M        N/M       43.02       8.01
   Ratio of earnings to fixed charges..     290.62     206.88      41.61     141.07       25.74       3.81
Consolidated Balance Sheet (at end
    of period):
   Cash and cash equivalents...........   $     --   $     --   $     --   $     --   $   3,325        N/A
   Total assets........................    329,255    307,826    311,270    294,690     719,115        N/A
   Total long-term debt, including
    current maturities.................         --         --         --         --      68,000        N/A
   Stockholders' equity and owner's
    net investment.....................    243,542    224,309    224,126    202,624     377,786        N/A


                                               Six months Ended June 30,
                                          ---------------------------------
                                              Historical         Pro Forma
                                          --------------------- -----------

                                            2000       2001 (c)     2001
                                          --------    --------- -----------
                                                        
Other Data:

   EBITDAX (d).........................   $ 66,101   $  182,605   $215,818
   Capital expenditures................     35,984      389,353        N/A
   Net cash provided by operating
    activities.........................     46,745      162,466        N/A
   Net cash used in investing
    activities.........................    (32,578)    (533,972)       N/A
   Net cash provided by (used in)
    financing activities...............    (11,877)     383,130        N/A
   Ratio of EBITDAX to interest
    expense............................     100.00        16.55      11.35
   Ratio of earnings to fixed charges..      68.37         8.95       6.19
Consolidated Balance Sheet (at end
    of period):
   Cash and cash equivalents...........   $  2,290   $   14,949        N/A
   Total assets........................    632,312    1,409,455        N/A
   Total long-term debt, including
    current maturities.................     96,000      535,127        N/A
   Stockholders' equity and owner's
    net investment.....................    330,163      462,900        N/A

_____________________

(a)  The balance sheet for 1996 is unaudited.
(b)  Pure completed the Titan merger in May 2000. This transaction was accounted
     for as a purchase of Titan. Accordingly, the operating and other data since
     the Titan merger reflect the impact of the purchase.
(c)  Includes the operating and other data from the (i) International Paper
     transaction since the January 31, 2001 closing date and (ii) Hallwood since
     May 1, 2001. The transactions were accounted for under the purchase method.
(d)  EBITDAX as used herein is calculated by adding interest expense, income
     taxes, depletion, depreciation and amortization, impairment of long-lived
     assets, exploration abandonment expenses and other noncash charges to net
     earnings. EBITDAX is not intended to represent cash flow or any other
     measure of performance in accordance with GAAP. EBITDAX is included herein
     because management believes that some investors find it to be a useful
     analytical tool. Other companies may calculate EBITDAX differently, and we
     cannot assure you that such figures are comparable with similarly-titled
     figures for such other companies.

                                       18


         SELECTED HISTORICAL AND PRO FORMA RESERVE AND PRODUCTION DATA
                (Dollars in thousands, except per unit amounts)


     The pro forma reserve and other data included in the tables below gives
effect to (i) the merger of Titan Exploration, Inc. with a subsidiary of Pure,
(ii) the acquisition of oil and gas properties, fee mineral and royalty
interests from International Paper Company and affiliates, and certain general
and limited partnership interests, and (iii) the merger of our acquisition
subsidiary with Hallwood Energy Corporation, in each case as if the transaction
had occurred on January 1, 2000.




                                                                               Year Ended December 31,
                                                                   ------------------------------------------------
                                                                               Historical                Pro Forma
                                                                   ----------------------------------   -----------
                                                                      1998        1999        2000         2000
                                                                   ----------   --------   ----------   ----------
                                                                                            
Estimated Proved Reserves (at December 31)(a):
  Oil (Mbbls).....................................................     38,538     39,982       72,606       89,389
  Gas (MMcf)......................................................    329,227    340,975      662,357      949,509
  Oil equivalents (MBOE)..........................................     93,409     96,811      182,999      247,641
Percent natural gas...............................................         59%        59%          60%          64%
Percent proved developed..........................................         95%        93%          81%          80%
Product prices (at December 31):
  Oil (per Bbl)...................................................   $  10.38   $  24.08   $    25.76   $    25.87
  Natural gas (per Mcf)...........................................   $   1.73   $   1.93   $     8.49   $     8.74
Future net cash flows (before income taxes) (at December 31):
  Undiscounted....................................................   $328,074   $825,892   $5,530,207   $7,816,173
  Discounted......................................................   $190,067   $453,226   $2,807,618   $4,183,505
Average Reserve Life (years) (b)..................................       10.4       11.4         15.5         10.8
Reserve additions (MBOE):
  Acquisitions....................................................        428        248       76,619        9,254
  Extensions and discoveries......................................      3,657      5,344       13,170       26,167
  Revisions.......................................................      2,046      6,293        8,408       12,981
                                                                     --------   --------   ----------   ----------
  Total additions.................................................      6,131     11,885       98,197       48,402
                                                                     ========   ========   ==========   ==========
Costs incurred:
  Acquisitions....................................................   $  2,471   $    764   $  265,730          N/A
  Exploration and development costs...............................     43,091     21,775       86,457          N/A
                                                                     --------   --------   ----------
  Total costs incurred............................................   $ 45,562   $ 22,539   $  352,187          N/A
                                                                     ========   ========   ==========
Three-year average all sources unit finding cost (per BOE) (c)       $  16.59   $   4.67   $     3.62          N/A


                                       19






                                                          Year Ended December 31,              Six months Ended June 30,
                                                  ----------------------------------------  -------------------------------
                                                              Historical         Pro Forma       Historical       Pro Forma
                                                  -----------------------------  ---------  --------------------  ---------
                                                     1998       1999     2000       2000       2000       2001      2001
                                                  -----------  -------  -------  ---------  -----------  -------  ---------
                                                                                             
Production:
  Oil and condensate (Mbbls)......................    3,991     3,659     5,278      7,865      2,039    3,757      4,038
  Gas (MMcf)......................................   29,962    28,899    39,016     90,082     15,679   35,692     43,678
     Total (MBOE).................................    8,985     8,476    11,781     22,879      4,652    9,705     11,318
Average Sales Price Per Unit (including effects
 of hedging):
  Oil and condensate (per Bbl)....................  $ 13.18   $ 17.66   $ 29.01    $ 27.72    $ 27.83  $ 25.85    $ 25.52
  Gas (per Mcf)...................................     1.78      1.68      3.42       3.34       2.64     4.83       4.63
  Total (per BOE).................................    11.76     13.36     24.33      23.06      21.16    27.76      26.98
Expenses Per BOE:
  Production costs, excluding production
   and other taxes................................  $  4.39   $  3.81   $  4.10    $  3.57    $  3.72  $  3.90    $  3.97
  Production and other taxes......................      .99      1.01      1.88       1.55       1.76     1.93       1.96
  General and administrative......................      .85       .92      1.04       1.42        .67     1.54       1.68
  Depreciation, depletion and amortization........     3.69      3.79      3.86       5.76       3.73     6.29       6.80


_____________________

(a)  The reserve and present value data at December 31, 1998 and 1999 for the
     Permian Basin business unit was prepared by Union Oil.
(b)  Average reserve life is calculated by dividing total reserves by our actual
     production for the period.
(c)  Finding cost is calculated by dividing total three years costs incurred by
     total three years reserve additions.

                                       20


                              THE EXCHANGE OFFER

Purpose of the Exchange Offer

     We completed the sale of the old notes on June 8, 2001 to the initial
purchasers pursuant to a purchase agreement dated June 5, 2001. The initial
purchasers subsequently sold the old notes to qualified institutional buyers, or
QIBs, in reliance on Rule 144A under the Securities Act. As a condition to the
sale of the old notes, we and the initial purchasers entered into a registration
rights agreement dated as of June 8, 2001. Pursuant to the registration rights
agreement, we agreed that, unless the exchange offer is not permitted by
applicable law or Securities and Exchange Commission policy, we would:

     .  file with the Securities and Exchange Commission a registration
        statement under the Securities Act with respect to the new notes within
        120 days after June 8, 2001;

     .  use our best efforts to cause the registration statement to become
        effective under the Securities Act within 180 days after June 8, 2001;

     .  promptly after the effectiveness of the registration statement, offer
        the new notes in exchange for the surrender of the old notes; and

     .  keep the offer to exchange the old notes for the new notes open for not
        less than 30 days, or longer if required by applicable law, after the
        date notice of the offer to exchange the old notes for new notes is
        mailed to the holders of the old notes.

     We have incorporated by reference the registration rights agreement as an
exhibit to the registration statement from our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001. See "Where You Can Find More Information." The
registration statement, of which this prospectus forms a part, is intended to
satisfy our obligations under the registration rights agreement and the purchase
agreement.

Resale of the New Notes

     We are making the exchange offer in reliance on the position of the staff
of the Securities and Exchange Commission as set forth in interpretive letters
addressed to third parties in other transactions. However, we have not sought
our own interpretive letter and we cannot assure you that the staff would make a
similar determination with respect to the exchange offer as it has in
interpretive letter to third parties. Based on these interpretations by the
staff, we believe that the new notes issued under the exchange offer may be
offered for resale, resold or otherwise transferred by you, without further
compliance with the registration and prospectus delivery provisions of the
Securities Act, so long as you:

     .  are acquiring the new notes in the ordinary course of its business;

     .  are not participating in, and do not intend to participate in, a
        distribution of the new notes within the meaning of the Securities Act
        and have no arrangement or understanding with any person to participate
        in a distribution of the new notes within the meaning of the Securities
        Act;

     .  are not a broker-dealer who acquired the old notes directly from us; and

     .  are not an "affiliate" of ours, with the meaning of Rule 405 of the
        Securities Act.

     By tendering the old notes in exchange for new notes, you will be required
to represent to us that each of the above statements applies to you. If you are
participating in or intend to participate in, a distribution of the new notes,
or have any arrangement or understanding with any person to participate in a
distribution of the new notes to be acquired in this exchange offer, you may be
deemed to have received restricted securities and may not rely on the applicable
interpretations of the staff of the Securities and Exchange Commission. If you
are so deemed, you will have to comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction.

                                       21


     Each broker-dealer that receives new notes for its own account in exchange
for old notes, where such old notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such new
notes.  See "Plan of Distribution."

Terms of the Exchange Offer

     Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all old notes validly
tendered and not withdrawn prior to the expiration date. We will issue $1,000
principal amount of new notes in exchange for each $1,000 principal amount of
old notes surrendered pursuant to the exchange offer. Old notes may be tendered
only in integral multiples of $1,000.

     The form and terms of the new notes are the same as the form and terms of
the old notes except that:

     . the issuance of the new notes will be registered under the Securities Act
       and, therefore, the new notes will not bear legends restricting their
       transfer; and

     . holders of the new notes will not be entitled to any of the rights of
       holders of old notes under the registration rights agreement, which
       rights will terminate upon the consummation of the exchange offer.

     The new notes will evidence the same indebtedness as the old notes they
replace and will be issued under, and be entitled to the benefits of, the
indenture.

     As of the date of this prospectus, $350 million in aggregate principal
amount of old notes is outstanding. Only a registered holder of the old notes,
or such holder's legal representative or attorney-in-fact, as reflected on the
records of the trustee under the indenture, may participate in the exchange
offer.  There will be no fixed record date for determining registered holders of
the old notes entitled to participate in the exchange offer.

     You do not have any appraisal or dissenters' rights under the indenture in
connection with the exchange offer. We intend to conduct the exchange offer in
accordance with the provisions of the registration rights agreement and the
applicable requirements of the Securities Act, the Securities Exchange Act and
the rules and regulations of the Securities and Exchange Commission thereunder.
We shall be deemed to have accepted validly tendered old notes when, as and if
we have given oral or written notice thereof to the exchange agent. The exchange
agent will act as agent for the tendering holders of old notes for the purpose
of receiving the new notes from us.

     You will not be required to pay brokerage commissions or fees or, subject
to the instructions in the letter of transmittal, transfer taxes with respect to
the exchange of old notes pursuant to the exchange offer. We will pay all
charges and expenses, other than applicable taxes described below, in connection
with the exchange offer. See "-- Fees and Expenses."

Expiration Date; Extensions; Amendments

     The term "expiration date" shall mean 5:00 p.m., New York City time, on
November 4, 2001, unless we, in our sole discretion, extend the exchange
offer, in which case the term "expiration date" shall mean the latest date and
time to which the exchange offer is extended. We may extend the exchange offer
at any time and from time to time by giving oral or written notice of the
extension to the exchange agent and by publicly announcing the extension no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date.

     We reserve the right, in our sole discretion:

     . to delay accepting any old notes;

     . to extend or amend the terms of the exchange offer; or

     . if any conditions set forth below under "-- Conditions" shall not have
       been satisfied, to terminate the exchange offer by giving oral or written
       notice of such delay, extension or termination to the exchange agent.

                                       22


     If any delay in acceptance, extension, termination or amendment occurs, we
will notify the exchange agent and will either issue a press release or give
oral or written notice to the holders of the old notes as promptly as
practicable. If the exchange offer is amended in a manner determined by us to
constitute a material change, we will promptly disclose the amendment by means
of a posteffective amendment to the registration statement that will be
distributed to the registered holders, and we will extend the exchange offer for
a period of five to ten business days, depending upon the significance of the
amendment and the manner of disclosure to the registered holders, if the
exchange offer would otherwise expire during that period.

Interest on the New Notes

     The new notes will bear interest at a rate equal to 7 1/8% per year.
Interest on the new notes will be payable semi-annually in arrears on each June
15 and December 15, commencing December 15, 2001. Interest on the new notes will
accrue from the last interest payment date on which interest was paid on the old
notes or, if no interest was paid on the old notes, from the date of issuance of
the old notes, which was June 8, 2001. If your old notes are accepted for
exchange, you will be deemed to have waived your right to receive any interest
on the old notes.

Procedures for Tendering

     To tender your old notes in the exchange offer, you must complete, sign and
date the letter of transmittal, or a facsimile, have the signatures thereon
guaranteed if required by the letter of transmittal, and mail or otherwise
deliver the letter of transmittal or facsimile, or an agent's message, together
with the certificates representing the old notes being tendered and any other
required documents, to the exchange agent for receipt prior to the expiration
date. Alternatively, you may either:

          (1)  send a timely confirmation of a book-entry transfer of your old
     notes, if this procedure is available, into the exchange agent's account at
     The Depository Trust Company, or DTC, pursuant to the procedure for book-
     entry transfer described below, prior to the expiration date; or

          (2)  comply with the guaranteed delivery procedures described below.

     The term "agent's message" means a message, transmitted by DTC to, and
received by, the exchange agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from its
participant tendering old notes which are the subject of this book-entry
confirmation that this participant has received and agrees to be bound by the
terms of the letter of transmittal, and that we may enforce the terms of the
letter of transmittal against the participant.

     Unless withdrawn prior to the expiration date, your tender will constitute
an agreement between you and us in accordance with the terms and subject to the
conditions provided in this prospectus and in the letter of transmittal.

     The method of delivery of old notes, the letter of transmittal and all
other required documents to the exchange agent is at your election and risk.
Instead of delivery by mail, we recommend that you use an overnight or hand
delivery service. If you choose delivery by mail, we recommend registered mail,
return receipt requested, and properly insured. In all cases, sufficient time
should be allowed to assure delivery to the exchange agent before the expiration
date. You should not send any letter of transmittal or old notes to us. You may
request your respective brokers, dealers, commercial banks, trust companies or
nominees to effect the above transactions on your behalf.

     If you are the beneficial owner of the old notes that are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
you wish to tender your old notes, you should contact the registered holder
promptly and instruct the registered holder to tender on your behalf. If you
wish to tender on your own behalf, you must, prior to completing and executing
the letter of transmittal and delivering your old notes, either make appropriate
arrangements to register ownership of the old notes in your name or obtain a
properly completed bond power from the registered holder. The transfer of
registered ownership may take considerable time.

     Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an eligible institution, as defined below,
unless the old notes are tendered:

                                       23


     .    by a registered holder, or by a participant in DTC whose name appears
          on a security position listing as the owner, who has not completed the
          box titled "Special Issuance Instructions" or "Special Delivery
          Instructions" on the letter of transmittal; or

     .    for the account of an eligible institution.

     An eligible institution is:

     .    a member firm of a registered national securities exchange or of the
          National Association of Securities Dealers, Inc.;

     .    a commercial bank or trust company having an office or correspondent
          in the United States; or

     .    an "eligible guarantor institution" within the meaning of Rule 17Ad-15
          under the Securities Exchange Act which is a member of one of the
          recognized signature guarantee programs identified in the letter of
          transmittal.

     If the letter of transmittal is signed by the registered holder(s) of the
old notes tendered, the signature must correspond with the name(s) written on
the face of the old notes without alteration, enlargement or any change
whatsoever.  If the letter of transmittal is signed by a participant in DTC, the
signature must correspond with the name as it appears on the security position
listing as the holder of the old notes.

     If the letter of transmittal is signed by a person other than the
registered holder of any old notes listed, the old notes must be endorsed or
accompanied by bond powers and a proxy that authorizes that person to tender the
old notes on behalf of the registered holder in satisfactory form to us as
determined in our sole discretion, in each case, signed exactly as the name of
the registered holder or holders appears on the old notes.

     If the letter of transmittal or any old notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, those
persons should so indicate when signing. Unless waived by us, evidence
satisfactory to us of their authority to so act must be submitted with the
letter of transmittal.

     A tender will be deemed to have been received as of the date when the
tendering holder's duly signed letter of transmittal accompanied by the old
notes tendered, or a timely confirmation received by a book-entry transfer of
old notes into the exchange agent's account at DTC with an agent's message, or a
notice of guaranteed delivery from an eligible institution is received by the
exchange agent. Issuances of new notes in exchange for old notes tendered under
a notice of guaranteed delivery by an eligible institution will be made only
against delivery of the letter of transmittal, and any other required documents,
and the tendered old notes, or a timely confirmation received of a book-entry
transfer of old notes into the exchange agent's account at DTC with an agent's
message, to the exchange agent.

     All questions as to the validity, form, eligibility, time of receipt,
acceptance and withdrawal of tendered old notes will be determined by us in our
sole discretion. Our determination will be final and binding. We reserve the
absolute right to reject any and all old notes not properly tendered or any old
notes which, if accepted by us would, in the opinion of our counsel, be
unlawful. We also reserve the right to waive any defects, irregularities or
conditions of tender as to particular old notes. Our interpretation of the terms
and conditions of the exchange offer, including the instructions in the letter
of transmittal, will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of old notes must be cured
within the time we determine. Although we intend to notify holders of defects or
irregularities with respect to tenders of old notes, neither we, the exchange
agent nor any other person shall incur any liability for failure to give that
notice. Tenders of old notes will not be deemed to have been made until such
defects or irregularities have been cured or waived.

     While we have no present plan to do so, we reserve the right in our sole
discretion to:

     .    purchase or make offers for any old notes that remain outstanding
          subsequent to the expiration date or, as described under "--
          Conditions," to terminate the exchange offer; and

                                       24


     .    purchase old notes in the open market, to the extent permitted by
          applicable law, in privately negotiated transactions or otherwise. The
          terms of any purchases or offers could differ from the terms of the
          exchange offer.

     By tendering, you will be making several representations to us, including
that:

           (1)  the new notes to be acquired by you are being acquired by you in
 the ordinary course of your business;

           (2)  you are not participating in, and do not intend to participate
 in, a distribution of the new notes;

           (3)  you have no arrangement or understanding with any person to
 participate in the distribution of the new notes;

           (4)  if you are a broker-dealer or are participating in the exchange
 offer for the purposes of distributing the new notes, you will comply with the
 registration and prospectus delivery requirements of the Securities Act in
 connection with a secondary resale transaction of the new notes acquired by you
 and you cannot rely on the position of the staff of the Securities and Exchange
 Commission set forth in no-action letters issued to third parties; and

           (5)  you are not an affiliate of us as defined in Rule 405 under the
 Securities Act.

     If you are a broker-dealer that will receive new notes for your own account
in exchange for old notes that were acquired as a result of market-making
activities or other trading activities, you will also be required to acknowledge
in the letter of transmittal that you will deliver a prospectus in connection
with any resale of those new notes. However, by so acknowledging and by
delivering a prospectus, you will not be deemed to admit that you are an
underwriter within the meaning of the Securities Act.

Book-Entry Transfer

     The exchange agent will make a request to establish an account with respect
to the old notes at DTC for purposes of the exchange offer promptly after the
date of this prospectus. Any financial institution that is a participant in
DTC's systems may make book-entry delivery of old notes by causing DTC to
transfer the old notes into the exchange agent's account in accordance with
DTC's procedures for transfer.

     However, although delivery of old notes may be effected through book-entry
transfer, an agent's message or the letter of transmittal or facsimile, with any
required signature guarantees and any other required documents, must, in any
case, be transmitted to and received by the exchange agent at the address set
forth below under "-- Exchange Agent" on or prior to the expiration date or
pursuant to the guaranteed delivery procedures described below. Delivery of
documents to DTC does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

     If you are a registered holder and wish to tender your old notes and (a)
your old notes are not immediately available or (b) you cannot deliver your old
notes, the letter of transmittal or any other required documents to the exchange
agent prior to the expiration date, or (c) the procedures for book-entry
transfer cannot be completed on a timely basis and an agent's message delivered,
you may effect a tender if:

     . you tender through an eligible institution;

     . prior to the expiration date, the exchange agent receives from the
       eligible institution a properly completed and duly executed notice of
       guaranteed delivery substantially in the form provided by us, by
       facsimile transmission, mail or hand delivery, containing your name and
       address, the certificate numbers of your old notes and the principal
       amount of old notes tendered, stating that the tender is being made
       thereby and guaranteeing that, within three business days after the
       expiration date, the letter of transmittal or a facsimile, together with
       the certificates representing the old notes in proper form for transfer
       or a book-entry confirmation, as the case may

                                       25


          be, and any other documents required by the letter of transmittal,
          will be deposited by the eligible institution with the exchange agent;
          and

     .    a properly executed letter of transmittal or facsimile thereof, as
          well as the certificates representing all tendered old notes in proper
          form for transfer and all other documents required by the letter of
          transmittal are received by the exchange agent within three business
          days after the expiration date.

Withdrawal of Tenders

     Except as otherwise provided in this prospectus, you may withdraw tenders
of old notes at any time prior to 5:00 p.m. on the expiration date.

     To withdraw a tender of old notes in the exchange offer, you must send a
written or facsimile transmission notice of withdrawal to the exchange agent at
its proper address prior to the expiration date. Any notice of withdrawal must:

     .    specify the name of the person having tendered the old notes to be
          withdrawn;

     .    identify the old notes to be withdrawn, including the certificate
          number or numbers and principal amount of the old notes;

     .    be signed by the person having tendered the old notes to be withdrawn
          in the same manner as the original signature on the letter of
          transmittal by which these old notes were tendered, including any
          required signature guarantees, or be accompanied by documents of
          transfer sufficient to permit the trustee with respect to the old
          notes to register the transfer of these old notes into the name of the
          person having made the original tender and withdrawing the tender;

     .    specify the name in which these old notes are to be registered, if
          different from that of the person having tendered the old notes to be
          withdrawn; and

     .    if applicable because the old notes have been tendered under the book-
          entry procedures, specify the name and number of the participant's
          account at DTC to be credited, if different than that of the person
          having tendered the old notes to be withdrawn.

     All questions as to the validity, form and eligibility, including time of
receipt, of withdrawal notices will be determined by us in our sole discretion.
Our determination will be final and binding on all parties. Any old notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
exchange offer and no new notes will be issued unless the old notes so withdrawn
are validly retendered. Properly withdrawn old notes may be retendered by
following one of the procedures described above under "Procedures for Tendering"
at any time prior to the expiration date.

Acceptance of Old Notes for Exchange; Delivery of New Notes

     Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, on the expiration date, all old notes properly tendered and will
issue the new notes promptly after such acceptance. See "--Conditions" below for
more detailed information. For purposes of the exchange offer, we will be deemed
to have accepted properly tendered old notes for exchange when, and if, we have
given oral or written notice of our acceptance to the exchange agent.

     For each old note accepted for exchange, the holder of the old note will
receive a new note having a principal amount equal to that of the surrendered
old note.

     In all cases, issuance of exchange notes for old notes that are accepted
for exchange pursuant to the exchange offer will be made only after:

      .   timely receipt by the exchange agent of certificates for the old notes
          or a timely book-entry confirmation of the old notes into the exchange
          agent's account at the book-entry transfer facility;

                                       26


      .   a properly completed and duly executed letter of transmittal, or a
          properly transmitted agent's message; and

      .   timely receipt by the exchange agent of all other required documents.

Conditions

      Notwithstanding any other term of the exchange offer, we shall not be
required to accept for exchange, or exchange the new notes for, any old notes,
and may terminate or amend the exchange offer as provided in this prospectus
before the acceptance of such old notes, if we determine that the exchange offer
violates applicable law, rules or regulations or an applicable interpretation of
the Securities and Exchange Commission or any action or proceeding has been
instituted or threatened in any court or before any governmental agency with
respect to the exchange offer which, in our judgement, might impair our ability
to proceed with the exchange offer or materially and adversely affect us.

     If we determine in our sole discretion that any of these conditions are not
satisfied, we may:

     .    refuse to accept any old notes and return all tendered old notes to
          the tendering holders;

     .    extend the exchange offer and retain all old notes tendered prior to
          the expiration of the exchange offer, subject, however, to the rights
          of holders to withdraw such old notes; or

     .    waive such unsatisfied conditions with respect to the exchange offer
          and accept all properly tendered old notes that have not been
          withdrawn.

     If our waiver constitutes a material change to the exchange offer, we will
promptly disclose our waiver by means of a prospectus supplement or
posteffective amendment that will be distributed to the registered holders of
the old notes, and we will extend the exchange offer for a period of five to ten
business days, depending upon the significance of the waiver and the manner of
disclosure to the registered holders, if the exchange offer would otherwise
expire during that period.

Termination of Specific Rights

     All rights under the registration rights agreement, including registration
rights, of holders of the old notes eligible to participate in the exchange
offer and receive freely tradable new notes will terminate upon consummation of
the exchange offer except with respect to our continuing obligations to:

     .    indemnify holders and specific parties related to the holders against
          specific liabilities, including liabilities under the Securities Act;

     .    provide, upon the request of any holder of a transfer-restricted
          unregistered note, the information required by Rule 144A(d)(4) under
          the Securities Act in order to permit resales of the holder's old
          notes pursuant to Rule 144A;

     .    provide copies of the latest version of the prospectus to broker-
          dealers upon their request for a period of up to 90 days after the
          effective date of the registration statement; and

     .    use our best efforts to keep the registration statement effective and
          to amend and supplement the prospectus in order to permit the
          prospectus to be lawfully delivered by all persons subject to the
          prospectus delivery requirements of the Securities Act for the period
          of time that persons must comply with the prospectus delivery
          requirements of the Securities Act in order to resell the new notes.

Shelf Registration Statement

     In the event that:

     .    any change in law or in applicable interpretations of the staff of the
          SEC do not permit us to effect the exchange offer;

                                       27


     .    the exchange offer is not consummated within 220 days after June 8,
          2001;

     .    any of the initial purchasers notify us within 10 business days after
          consummation of the exchange offer that old notes held by it are not
          eligible to be exchanged for new notes in the exchange offer; or

     .    any holder of old notes, with certain exceptions, shall notify us
          within 10 business days following consummation of the offer that it is
          not eligible to participate in the exchange offer or does not receive
          freely tradable new notes in the exchange offer,

then we will, at our cost:

     .     promptly (but in no event later than 120 days after required to do
           so), file a shelf registration statement with the SEC covering
           resales of the old notes or the new notes, as the case may be ;


     .     use our commercially reasonable best efforts to cause the shelf
           registration statement to be declared effective under the Securities
           Act no later than 180 days after the date on which we become required
           to file the shelf registration statement; and

     .     use our commercially reasonable best efforts to keep the shelf
           registration statement effective until the earlier of the time when
           the notes covered by the shelf registration statement can be sold
           pursuant to Rule 144 without any limitations under clauses (c), (e),
           (f) and (h) of Rule 144 and two years from the effective date of the
           registration statement.

     We will, in the event a shelf registration statement is filed, among other
things, provide to each holder for whom the shelf registration statement was
filed copies of the prospectus which is a part of the shelf registration
statement, notify each such holder when the shelf registration statement has
become effective and take certain other actions as are required to permit
unrestricted resales of the old notes or the new notes, as the case may be. A
holder selling such old notes or new notes pursuant to the shelf registration
statement generally would be required to be named as a selling security holder
in the related prospectus and to deliver a prospectus to purchasers, will be
subject to certain of the civil liability provisions under the Securities Act in
connection with such sales and will be bound by the provisions of the
registration rights agreement which are applicable to such holder (including
certain indemnification obligations).

Liquidated Damages

     If (i) on or prior to October 6, 2001 or the 120th day following the date
on which we become obligated to file a shelf registration statement, neither an
exchange offer registration statement nor a shelf registration statement has
been filed with the SEC; (ii) by December 5, 2001 or the 180th day following the
date on which we become obligated to file a shelf registration statement,
neither the exchange offer registration statement nor shelf registration
statement has been declared  effective; (iii) the exchange offer is not
consummated on or before the 40th day following the effectiveness of the
exchange offer registration statement; or  (iv) after either the exchange offer
registration statement or the shelf registration statement is declared
effective, such registration statement ceases to be effective or usable (subject
to certain exceptions) in connection with resales of old notes or new notes in
accordance with and during the periods specified in the registration rights
agreement, additional cash interest will accrue on the old notes and the new
notes at the rate of 0.25% per annum for the first 90 days of the period
immediately following the occurrence of such registration default and at the
rate of 0.50% per annum thereafter, so long as a registration default continues
to exist, calculated on the principal amount of the notes as of the date on
which such interest is payable.  Such interest is payable in addition to any
other interest payable from time to time with respect to the notes.

Exchange Agent

     We have appointed First Union National Bank as exchange agent for the
exchange offer. You should direct all questions and requests for assistance,
requests for additional copies of this prospectus or of the letter of
transmittal and requests for notice of guaranteed delivery to the exchange agent
as follows:

                                       28




By Registered Mail or                                                           By Overnight Courier or
Hand Delivery:                                 By Facsimile:                    Certified Mail:

                                                                        
First Union National Bank                      (704) 590-7628                   First Union National Bank
First Union Customer Information Center                                         First Union Customer Information Center
Corporate Trust Operations - NC1153          Confirm by Telephone:              Corporate Trust Operations - NC1153
1525 West W. T. Harris Blvd. - 3C3                                              1525 West W. T. Harris Blvd. - 3C3
Charlotte, North Carolina  28262-1153           (704) 590-7413                  Charlotte, North Carolina  28262-1153
Attention: Marsha Rice                                                          Attention: Marsha Rice


Fees and Expenses

     We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, additional solicitation may be made by telephone
or in person by our and our affiliates' officers and regular employees.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will pay the exchange agent reasonable and
customary fees for its services and will reimburse it for its reasonable out-of-
pocket expenses in connection with the exchange offer.

     We will pay the cash expenses to be incurred in connection with the
exchange offer which we estimate in the aggregate to be not in excess of
approximately $350,000. Such expenses include registration fees, fees and
expenses of the exchange agent and the trustee, accounting and legal fees and
printing costs, among others.

Transfer Taxes

     We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer.  If, however, transfer taxes are imposed
for any reason other than the exchange of the old notes pursuant to the exchange
offer, then the amount of any such transfer taxes, whether imposed on the
registered holder or any other persons, will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.

Consequences of Failing to Exchange Old Notes

     The old notes that are not exchanged for the new notes pursuant to the
exchange offer will remain restricted securities. Accordingly, such old notes
may be resold by you only:

     .    to a person whom you reasonably believe is a QIB in a transaction
          meeting the requirements of Rule 144A;

     .    in a transaction meeting the requirements of Rule 144 under the
          Securities Act;

     .    outside the United States to a foreign person in a transaction meeting
          the requirements of Rule 904 under the Securities Act;

     .    in accordance with another exemption from the registration
          requirements of the Securities Act, and based upon an opinion of
          counsel if we so request;

     .    to us; or

     .    pursuant to an effective registration statement and, in each case, in
          accordance with any applicable securities laws of any state of the
          United States or any other applicable jurisdiction.

     In addition, you will no longer be able to obligate us to register the old
notes under the Securities Act, except in the limited circumstances provided
under our registration rights agreement. The restrictions on transfer of your
old notes arise

                                       29


because we issued the old notes under exemptions from, or in transactions
outside the registration requirements of the Securities Act and applicable state
securities laws. In addition, if you want to exchange your old notes in the
exchange offer for the purpose of participating in a distribution of the new
notes, you may be deemed to have received registered securities, and, if so,
will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. To
the extent the old notes are tendered and accepted in the exchange offer, the
trading market, if any, for the old notes would be adversely affected. You are
urged to consult your financial and tax advisors in making your own decisions on
whether to participate in the exchange offer.

Accounting Treatment

     For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. The expenses of the exchange offer will be amortized over
the term of the new notes.


                      DESCRIPTION OF CERTAIN INDEBTEDNESS

     The following description summarizes the material terms of our senior
credit facilities. The description may not contain all of the information that
may be important to you. To understand the agreements related to the senior
credit facilities fully, you should carefully read the agreements relating to
the senior credit facilities, copies of which are available as described under
"Where You Can Find More Information." The following description is qualified in
its entirety by reference to the agreements.

Revolving Credit Facilities

     In September 2000, we entered into two unsecured credit agreements,
relating to a $250 million five-year revolving credit facility and a $250
million 364-day revolving credit facility, each with current commitments of $235
million. The five-year revolving facility is due in September 2005. In September
2001, the 364-day revolving facility will be converted to a term loan whose
outstanding amounts are due and payable in full in September 2002. A portion of
the five-year revolving facility is available for the issuance of up to $50
million of letters of credit.

     At our option, interest for the revolving credit facilities is based upon a
floating rate based on either the announced base rate for a commercial bank or
the Eurodollar rate plus an applicable margin ranging from 0.80% to .95% for the
five-year revolving facility and from 0.85% to 1.0% for the 364-day revolving
facility. These margins increase as Pure's debt coverage ratio increases. Fees
on letters of credit are due quarterly and range from 0.925% to 1.075% per annum
of the outstanding amount of letters of credit. Facility fees are due quarterly
on the total of the outstanding commitments under the revolving credit
facilities and range from 0.20% to 0.30% on the five-year revolving facility and
from 0.15% to 0.25% for the 364-day revolving facility.

     The credit agreements restrict us from paying dividends on our common stock
in excess of $10 million per fiscal year. The credit agreements also contain
restrictive covenants with respect to debt to EBITDAX ratios, hedging
arrangements and net worth.  We were in compliance with all such covenants at
June 30, 2001.

     At June 30, 2001, we had $215.0 million available under the 364-day
revolving facility and $67.2 million available on the five-year revolving
facility.

Working Capital Credit Facility

     In October 2000, for purposes of maximizing daily cash management activity,
Pure entered into an unsecured $10 million working capital credit facility.
Individual borrowings may be made for up to a three week period. The working
capital credit facility has no maturity date and is cancelable at anytime by the
lender. The interest rate of each loan under the working capital credit facility
is determined by agreement between Pure and the lender. The rate shall not
exceed the maximum interest rate permitted under applicable law. Interest rates
generally are at the lender's cost of funds plus 1% per annum.

                                       30


                           DESCRIPTION OF NEW NOTES

   The new notes will be issued under an indenture dated as of June 8, 2001, by
and among Pure, the guarantors and First Union National Bank, as trustee. The
following summary highlights certain material terms of the new notes, which are
identical in all material respects to the terms of the old notes, except that
the registration rights and related liquidated damages provisions, and the
transfer restrictions that apply to the old notes, do not apply to the new
notes. We urge you to read the indenture because it, not this description,
defines your rights as holders of the new notes. As used in this Section, the
terms "note" and "notes" refer to the new notes.

General

   The notes:

   .    are senior unsecured obligations of Pure;

   .    are equal in right of payment to any existing and future senior
        unsecured debt of Pure; and

   .    are guaranteed by each guarantor.

   Each guarantee of the notes by the guarantors will be:

   .    a senior unsecured obligation of the guarantor; and

   .    equal in right of payment to any other existing and future senior
        unsecured debt of the guarantor.

Principal, Maturity and Interest

   Pure will issue the notes in denominations of $1,000 and any integral
multiple of $1,000. The notes are limited to an aggregate principal amount of
$350,000 and will mature on June 15, 2011.

   Interest on the notes will be payable semiannually in arrears on June 15 and
December 15, commencing on December 15, 2001. Pure will make each interest
payment to the holders of record of the notes on the immediately preceding May
31 and November 30.

   Interest on the notes will accrue from the last interest payment date on
which interest was paid on the old notes, or, if no interest was paid on the old
notes, from the date of issuance of the old notes, which was June 8, 2001.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-
day months.

   The notes will be redeemable at any time at the option of Pure in whole or in
part at a price equal to the greater of (1) the principal amount of the notes
being redeemed or (2) the Make-Whole Amount (as defined below) for the notes
being redeemed, plus, in either case, accrued and unpaid interest to the
redemption date. See "__ Optional Redemption."

Guarantees

   Certain subsidiaries of Pure will unconditionally guarantee on a joint and
several basis our obligations to pay principal and interest with respect to the
notes.  We refer to each of these subsidiaries as a "guarantor" and collectively
as the "guarantors."  Each of the guarantees is an unsecured obligation of the
guarantor providing such guarantee and will rank equal in right of payment with
the guarantee provided by such guarantor under our senior credit facilities and
with all existing and future unsecured indebtedness of such guarantor that is
not, by its terms, expressly subordinated in right of payment to such guarantee.
The indenture provides that if any subsidiary of Pure guarantees or becomes a
co-obligor on any Funded Indebtedness of Pure other than the notes at any time
subsequent to the date on which the notes are originally issued (including,
without limitation, following any release of such subsidiary from its guarantee
as described above), then Pure will cause the notes to be equally and ratably
guaranteed by such subsidiary, which shall thereupon become a guarantor.

   The following Pure subsidiaries, each of which is also a guarantor of our
obligations under one or more of our senior

                                       31


credit facilities, are currently guarantors: Titan Exploration, Inc., Pure
Resources Holdings, Inc., Pure Resources, L.P., Pure Resources I, Inc., PK I,
L.P., PK II, L.P., PK III, L.P. , PK IV, L.P., Pure GP, LLC, Pure Resources
Holdings, LLC, HEP Pure, LP (successor by conversion to Hallwood Energy
Corporation), HEC Petroleum, Inc. (formerly named Hallwood Petroleum, Inc.), HEP
Pure "cquisition, LLC, HEP Partners, L.P. (formerly named Hallwood Energy
Partners, L.P.), La Plata Associates, LLC and HEC La Plata, LLC (formerly named
Hallwood La Plata, LLC). These guarantors constitute all of our material
subsidiaries except Pure Partners, LP.

   Under the terms of the indenture, a guarantor may be released from its
guarantee if such guarantor is not a guarantor of (or co-obligor on) any Funded
Indebtedness of Pure other than the notes and other than Funded Indebtedness of
Pure the related guarantee (or obligations) of which (i) is subject to a release
provision similar to the release provision described in this paragraph and (ii)
will be released concurrently with the release of the guarantee of such
guarantor pursuant to such release provision, provided that no Default or Event
of Default under the indenture has occurred and is continuing.

   The obligations of each guarantor are limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
guarantor and after giving effect to any collections from or payments made by or
on behalf of any other guarantor in respect of the obligations of such other
guarantor under its guarantee or pursuant to its contribution obligations under
the indenture, result in the obligations of such guarantor under its guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal,
state or foreign law.  Each guarantor that makes a payment or distribution under
a guarantee shall be entitled to a contribution from each other guarantor in a
pro rata amount based on the Adjusted Net Assets of each guarantor.

Optional Redemption

   Pure may redeem all or part of the notes at any time at its option at a
redemption price equal to the greater of (1) the principal amount of the notes
being redeemed or (2) the Make-Whole Amount for the notes being redeemed, plus
in either case, accrued and unpaid interest to the redemption date.

   As used in this prospectus:

   "Make Whole Amount" means the sum, as determined by a Quotation Agent, of the
present values of the principal amount of the notes to be redeemed, together
with scheduled payments of interest (exclusive of interest to the redemption
date) from the redemption date to the maturity date of the notes being redeemed,
in each case discounted to the redemption date on a semi-annual basis, assuming
a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury
Rate.

   "Adjusted Treasury Rate" means, with respect to any redemption date, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15 (519)" or any successor publication which, is published weekly
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the remaining term of the notes being redeemed, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date, in each case calculated on the third business day preceding the redemption
date, plus 0.25%.

   "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the maturity date of the notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the notes.

   "Comparable Treasury Price" means, with respect to any redemption date, if
clause (ii) of the Adjusted Treasury Rate is applicable, the average of three,
or such lesser number as is obtained by the indenture trustee, Reference
Treasury Dealer Quotations for such redemption date.

                                       32


   "Quotation Agent" means the Reference Treasury Dealer selected by the
indenture trustee after consultation with Pure.

   "Reference Treasury Dealer" means any of Credit Suisse First Boston
Corporation and its successors and assigns and two other nationally recognized
investment banking firms selected by Pure that are primary U.S. Government
securities dealers.

   "Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
indenture trustee, of the bid and asked prices for the Comparable Treasury
Issue, expressed in each case as a percentage of its principal amount, quoted in
writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.

   If less than all of the notes are to be redeemed, the trustee will select the
notes to be redeemed by such method as the trustee shall deem fair and
appropriate. The trustee may select for redemption notes and portions of notes
in amounts of $1,000 or whole multiples of $1,000.

   The notes are not entitled to the benefit of any sinking fund or other
mandatory redemption provisions.

Certain Covenants

 Limitation on Liens

   Nothing in the indenture or the notes in any way limits the amount of
indebtedness or securities (other than the notes) that Pure or its subsidiaries
may incur or issue. The indenture provides, however, that Pure will not, and
will not permit any subsidiary of Pure to, issue, assume or guarantee any
Indebtedness for borrowed money secured by any Lien on any property (real or
personal) now owned or hereafter acquired by Pure or such subsidiary without
providing for all notes then or thereafter outstanding to be secured equally and
ratably with such Indebtedness for so long as such Indebtedness shall be so
secured.

   The foregoing restriction does not, however, apply to:

       (1)     Liens existing on the date on which the notes are originally
   issued or provided for under the terms of agreements existing on such date;

       (2)     Liens on any property (real or personal) securing (a) all or any
   portion of the cost of acquiring, constructing, developing, altering,
   expanding, improving or repairing such property or any assets or improvements
   (real or personal) used or to be used in connection with such property or (b)
   Indebtedness incurred by Pure or any subsidiary of Pure prior to or within
   one year after the later of the acquisition, the completion of construction,
   development, alteration, expansion, improvement or repair of any property or
   the commencement of commercial operation thereof, which Indebtedness is
   incurred for the purpose of financing all or any part of the purchase price
   thereof or construction, development, alteration, expansion or improvements
   or repairs thereon;

       (3)     Liens securing Indebtedness owed by a subsidiary of Pure (or
   Pure) to Pure or to any other subsidiary of Pure;

       (4)     Liens on the property of any person or entity existing at the
   time Pure or any of its subsidiaries acquires the property or the person or
   entity owning such property (including any acquisition by means of a merger
   or consolidation with Pure or any of its subsidiaries) and not incurred as a
   result of (or in connection with or in anticipation of) such acquisition of
   such property or such person or entity, provided that such Liens do not
   extend to or cover any property or assets of Pure or any of its subsidiaries
   other than the property encumbered at the time of such acquisition (plus any
   improvements or accessions thereto) and do not secure Indebtedness for
   borrowed money with a principal amount in excess of the principal amount
   outstanding at such time;

       (5)     Liens on any property securing (a) Indebtedness incurred in
   connection with the construction, installation or financing of pollution
   control or abatement facilities or other forms of industrial revenue bond
   financing or (b) Indebtedness issued or guaranteed by the United States or
   any State thereof or any department, agency or

                                       33


   instrumentality of either;

       (6)     any Lien extending, renewing or replacing (or successive
   extensions, renewals or replacements of) any Lien of any type permitted under
   clause (1), (2), (4) or (5) above, provided that such Lien extends to or
   covers only the property that is subject to the Lien being extended, renewed
   or replaced (plus any improvements or accessions thereto) and that the
   principal amount of the Indebtedness secured thereby shall not exceed the
   principal amount of Indebtedness so secured at the time of such extension,
   renewal or replacement; or

       (7)     Liens (exclusive of any Lien of any type otherwise permitted
   under clauses (1) through (6) above) securing Indebtedness for borrowed money
   of Pure or any subsidiary of Pure in an aggregate principal amount which,
   together with the aggregate amount of Attributable Indebtedness deemed to be
   outstanding in respect of all Sale/Leaseback Transactions entered into
   pursuant to clause (1) of the covenant described under "Limitation on
   Sale/Leaseback Transactions" below (exclusive of any such Sale/Leaseback
   Transactions otherwise permitted under clauses (1) through (6) above), does
   not at the time such Indebtedness is incurred exceed 15% of the aggregate
   amount of the assets of Pure and its subsidiaries, on a consolidated basis,
   after deducting therefrom all current liabilities, as calculated on Pure=s
   consolidated balance sheet as of a date within 150 days prior to the date of
   determination.

   The following types of transactions will not be prohibited or otherwise
limited by the foregoing covenant: (i) the sale, granting of Liens with respect
to, or other transfer of, crude oil, natural gas or other minerals in place for
a period of time until, or in an amount such that, the transferee will realize
therefrom a specified amount (however determined) of money or of such crude oil,
natural gas or other minerals; (ii) the sale or other transfer of any other
interest in property of the character commonly referred to as a production
payment, overriding royalty, forward sale or similar interest; (iii) the
entering into of Hedging Obligations or the granting of Liens to secure Hedging
Obligations (although Liens securing any indebtedness for borrowed money that is
the subject of any such Hedging Obligation shall be subject to the foregoing
covenant unless permitted under clauses (1) through (7) above); and (iv) the
granting of Liens required by any contract or statute in order to permit Pure or
any subsidiary of Pure to perform any contract or subcontract made by it with or
at the request of the United States or any State thereof or any department,
agency or instrumentality of either, or to secure partial, progress, advance or
other payments to Pure or any subsidiary of Pure by such governmental unit
pursuant to the provisions of any contract or statute.

 Limitation on Sale/Leaseback Transactions

   The indenture provides that Pure will not, and will not permit any,
subsidiary to, enter into any Sale/Leaseback Transaction with any person (other
than Pure or a subsidiary) unless:

       (1) Pure or such subsidiary would be entitled to incur Indebtedness, in a
   principal amount equal to the Attributable Indebtedness with respect to such
   Sale/Leaseback Transaction, secured by a Lien on the property subject to such
   Sale/Leaseback Transaction pursuant to the covenant described under
   ALimitation on Liens@ above without equally and ratably securing the notes
   pursuant to such covenant;

       (2) after the date on which the notes are originally issued and within a
   period commencing six months prior to the consummation of such Sale/Leaseback
   Transaction and ending six months after the consummation thereof, Pure or
   such subsidiary shall have expended for property used or to be used in the
   ordinary course of business of Pure and its subsidiaries an amount equal to
   all or a portion of the net proceeds of such Sale/Leaseback Transaction and
   Pure shall have elected to designate such amount as a credit against such
   Sale/Leaseback Transaction (with any such amount not being so designated to
   be applied as set forth in clause (3) below); or

       (3) Pure, during the 12-month period after the effective date of such
   Sale/Leaseback Transaction, shall have applied to the voluntary defeasance or
   retirement of notes or any Pari Passu Indebtedness an amount equal to the
   greater of the net proceeds of the sale or transfer of the property leased in
   such Sale/Leaseback Transaction and the fair value, as determined by the
   board of directors of Pure, of such property at the time of entering into
   such Sale/Leaseback Transaction (in either case adjusted to reflect the
   remaining term of the lease and any amount expended by Pure as set forth in
   clause (2) above), less an amount equal to the principal amount of notes and
   Pari Passu Indebtedness voluntarily defeased or retired by Pure within such
   12-month period and not designated as a credit against any other
   Sale/Leaseback Transaction entered into by Pure or any subsidiary during such
   period.

                                       34


 Limitations on Mergers and Consolidations

   The indenture provides that neither Pure nor any guarantor (other than any
guarantor that shall have been released from its guarantee pursuant to the
provisions of the indenture) will consolidate with or merge into any entity, or
sell, lease, convey, transfer or otherwise dispose of all or substantially all
of its assets to any person or entity, unless: (1) the person or entity formed
by or surviving such consolidation or merger (if other than Pure or such
guarantor, as the case may be), or to which such sale, lease, conveyance,
transfer or other disposition shall be made (collectively, the "Successor"), is
a corporation, partnership, limited liability company or similar entity
organized and existing under the laws of the United States or any State thereof
or the District of Columbia (or, alternatively, in the case of a guarantor
organized under the laws of a jurisdiction outside the United States, a
corporation, partnership, limited liability company or similar entity organized
and existing under the laws of such foreign jurisdiction), and the Successor is
already a guarantor of the notes or, if not, assumes by supplemental indenture
in a form satisfactory to the trustee all of the obligations of Pure or such
guarantor, as the case may be, under the indenture and under the notes; and (2)
immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing.

 Certain Definitions

   "Adjusted Net Assets" of a guarantor at any date means the lesser of (x) the
amount by which the fair value of the property of such guarantor at such date
exceeds the total amount of liabilities, including, without limitation, the
probable amount of contingent liabilities (after giving effect to all other
fixed and contingent liabilities incurred or assumed on such date) of such
guarantor at such date, but excluding liabilities under the guarantee of the
notes by such guarantor, and (y) the amount by which the present fair saleable
value of the assets of such guarantor at such date exceeds the amount that will
be required to pay the probable liability of such guarantor on its debts (after
giving effect to all other fixed and contingent liabilities incurred or assumed
on such date and after giving effect to any collection from any subsidiary of
such guarantor in respect of any obligations of such subsidiary under the
guarantee of the notes by such guarantor), excluding debt in respect of the
guarantee of the notes by such guarantor, as they become absolute and matured.

   "Attributable Indebtedness," when used with respect to any Sale/Leaseback
Transaction, means, as at the time of determination, the present value
(discounted at the rate set forth or implicit in the terms of the lease included
in such transaction) of the total obligations of the lessee for rental payments
(other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items which do not constitute payments for property rights)
during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended).

   "Capitalized Lease Obligation" of any person or entity means any obligation
of such person or entity to pay rent or other amounts under a lease of property,
real or personal, that is required to be capitalized for financial reporting
purposes in accordance with generally accepted accounting principles; and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with generally accepted accounting principles.

   "Funded Indebtedness" means all Indebtedness (including Indebtedness incurred
under any revolving credit, letter of credit or working capital facility) that
matures by its terms, or that is renewable at the option of any obligor thereon
to a date, more than one year after the date on which such Indebtedness is
originally incurred.

   "Hedging Obligations" of any person or entity means the net obligation (not
the notional amount) of such person or entity pursuant to any interest rate swap
agreement, foreign currency exchange agreement, interest rate collar agreement,
forward contract, commodity swap or option agreement, option or future contract
or other similar agreement or arrangement designed to protect such person or
entity against fluctuations in interest rates, foreign exchange rates or
commodity prices, but excluding contracts (other than contracts on an exchange)
for the actual purchase or sale of commodities for physical delivery.

   "Indebtedness" of any person or entity at any date means, without
duplication, (1) all indebtedness of such person or entity for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
person or entity or only to a portion thereof), (2) all obligations of such
person or entity evidenced by bonds, debentures, notes or other similar
instruments, (3) all obligations of such person or entity in respect of letters
of credit or other similar instruments (or reimbursement obligations with
respect thereto), other than standby letters of credit and performance bonds
obtained by such

                                       35


person or entity in the ordinary course of business, to the extent not drawn or,
to the extent drawn, if such drawing is reimbursed not later than the third
business day following demand for reimbursement, (4) all obligations of such
person or entity to pay the deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses incurred in the ordinary
course of business, (5) all Capitalized Lease Obligations of such person or
entity, (6) all Indebtedness of others secured by a Lien on any asset of such
person or entity, whether or not such Indebtedness is assumed by such person or
entity, (7) all Indebtedness of others guaranteed by such person or entity to
the extent of such guarantee and (8) all Hedging Obligations of such person or
entity.

   "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind for security purposes in respect of
such asset, whether or not filed, recorded or otherwise perfected under
applicable law. For the purposes of the indenture, Pure or any subsidiary of
Pure shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, Capitalized Lease Obligation or other title retention agreement
relating to such asset.

   "Material Subsidiary" means any subsidiary of Pure whose percentage (after
intercompany eliminations) of the consolidated assets of Pure and its
subsidiaries exceeds 5% as of the end of Pure's most recently completed fiscal
quarter.

   "Non-Recourse Indebtedness" means, at any date, the aggregate amount at such
date of Indebtedness of Pure or a subsidiary of Pure in respect of which the
recourse of the holder of such Indebtedness, whether direct or indirect and
whether contingent or otherwise, is effectively limited to specified assets, and
with respect to which neither Pure nor any of its subsidiaries provides any
guarantee or similar credit support.

   "Pari Passu Indebtedness" means any Indebtedness of Pure or any guarantor,
whether outstanding on the date on which the notes are originally issued or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall be
subordinated in right of payment to the notes or such guarantor's guarantee of
the notes, as the case may be.

   "Sale/Leaseback Transaction" means any arrangement with any person or entity
providing for the leasing by Pure or any subsidiary of Pure, for a period of
more than three years, of any real or tangible personal property, which property
has been or is to be sold or transferred by Pure or such subsidiary to such
person or entity in contemplation of such leasing.

Events of Default

   An Event of Default is defined in the indenture as being:

       (1)     a default by Pure or any guarantor for 30 days in payment of any
               interest on the notes;

       (2)     a default by Pure or any guarantor in any payment of principal of
               or premium, if any, on the notes;

       (3)     a default by Pure or any guarantor in compliance with any of its
   other covenants or agreements in, or provisions of, the notes, the guarantees
   or the indenture which shall not have been remedied within 60 days after
   written notice to Pure by the trustee or by the holders of at least 25% in
   principal amount of the notes then outstanding;

       (4)     the acceleration of the maturity of any Indebtedness (other than
   the notes or any Non-Recourse Indebtedness) of Pure or any Material
   Subsidiary of Pure having an outstanding principal amount of $25 million or
   more individually or in the aggregate, or a default in the payment of any
   principal or interest in respect of any Indebtedness (other than the notes or
   any Non-Recourse Indebtedness) of Pure or any Material Subsidiary of Pure
   having an outstanding principal amount of $25 million or more individually or
   in the aggregate and such default shall be continuing for a period of 30 days
   without Pure or such Material Subsidiary, as the case may be, effecting a
   cure of such default;

       (5)     a final, non-appealable judgment or order for the payment of
   money in excess of $25 million (net of applicable insurance coverage) having
   been rendered against Pure or any Material Subsidiary of Pure and such
   judgment or order shall continue unsatisfied and unstayed for a period of 30
   days; or


                                       36


       (6)     certain events involving bankruptcy, insolvency or reorganization
   of Pure or any Material Subsidiary of Pure.

   Guarantors may not be released from their guarantees if a Default or Event of
Default has occurred and is continuing. The obligations of any subsidiary of
Pure that becomes a guarantor are not dependent upon whether such subsidiary
becomes a guarantor prior to or after an Event of Default.  The indenture
provides that the trustee may withhold notice to the holders of the notes of any
default (except in payment of principal of or premium, if any, or interest on
the notes) if the trustee considers it in the interest of the holders of the
notes to do so.

   If an Event of Default occurs and is continuing with respect to the
indenture, the trustee or the holders of not less than 25% in principal amount
of the notes outstanding may declare the principal of and premium, if any, and
accrued but unpaid interest on all the notes to be due and payable. Upon such a
declaration, such principal, premium, if any, and interest will be due and
payable immediately. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of Pure or a guarantor occurs and is
continuing, the principal of and premium, if any, and interest on all the notes
will become and be immediately due and payable without any declaration or other
act on the part of the trustee or any holders of the notes. The amount due and
payable on the acceleration of any note will be equal to 100% of the principal
amount of such note, plus accrued interest to the date of payment. Under certain
circumstances, the holders of a majority in principal amount of the outstanding
notes may rescind any such acceleration with respect to the notes and its
consequences.

   No holder of a note may pursue any remedy under the indenture unless:

       (1) such holder has previously given the trustee written notice of a
       continuing Event of Default;

       (2) the holders of at least 25% in principal amount of the notes shall
   have made a written request to the trustee to pursue such remedy;

       (3) the holders shall have offered the trustee indemnity reasonably
       satisfactory to it; and

       (4) the trustee shall have failed to act for a period of 60 days after
   receipt of such notice and offer of indemnity.

   However, this provision does not affect the right of a holder of a note to
sue for enforcement of any overdue payment thereon.

   The holders of a majority in principal amount of the notes then outstanding
have the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the trustee under the indenture, subject
to certain limitations specified in the indenture. The indenture requires the
annual filing by Pure with the trustee of a written statement as to compliance
with the covenants contained in the indenture.

Modification and Waiver

   The indenture provides that modifications and amendments to the indenture or
the notes may be made by Pure, the guarantors and the trustee with the consent
of the holders of a majority in principal amount of the notes then outstanding;
provided that no such modification or amendment may, without the consent of the
holder of each note then outstanding affected thereby:

       (1) reduce the amount of notes whose holders must consent to an
   amendment, supplement or waiver;

       (2) reduce the rate of or change the time for payment of interest,
       including default interest, on any note;

       (3) reduce the principal of or change the fixed maturity of any note or
   alter the premium or other provisions with respect to redemption;

       (4) make any note payable in money other than that stated in the note;

                                       37


       (5) impair the right to institute suit for the enforcement of any payment
   of principal of, or premium, if any, or interest on, any note;

       (6) make any change in the percentage of principal amount of notes
   necessary to waive compliance with certain provisions of the indenture; or

       (7) waive a continuing Default or Event of Default in the payment of
   principal of, or premium, if any, or interest on the notes.

   Modifications and amendments of the indenture may be made by Pure, the
guarantors and the trustee without the consent of any holders of notes in
certain limited circumstances, including:

       (1) to cure any ambiguity, omission, defect or inconsistency;

       (2) to provide for the assumption of the obligations of Pure or any
   guarantor under the indenture upon the merger, consolidation or sale or other
   disposition of all or substantially all of the assets of Pure or any such
   guarantor;

       (3) to provide for uncertificated notes in addition to or in place of
       certificated notes;

       (4) to reflect the release of any guarantor from its guarantee of the
   notes, or the addition of any subsidiary of Pure as a guarantor, in the
   manner provided by the indenture;

       (5) to comply with any requirement in order to effect or maintain the
   qualification of the indenture under the Trust Indenture Act of 1939; or

       (6) to make any change that does not adversely affect the rights of any
       holder of notes in any material respect.

   The holders of a majority in aggregate principal amount of the notes then
outstanding may waive any past default under the indenture, except a default in
the payment of principal, or premium, if any, or interest.

Discharge or Termination

 Defeasance of Certain Obligations

   Pure and the guarantors may terminate certain of their obligations under the
indenture, including those described under the section "Certain Covenants," if

       (1) Pure irrevocably deposits in trust with the trustee cash or non-
   callable U.S. government obligations or a combination thereof sufficient to
   pay principal of and interest on the notes to maturity, and to pay all other
   sums payable by it under the indenture;

       (2) no Default or Event of Default shall have occurred and be continuing
       on the date of such deposit;

       (3) Pure shall have delivered to the trustee an opinion of counsel from
   nationally recognized counsel acceptable to the trustee or a tax ruling to
   the effect that the holders of the notes will not recognize income, gain or
   loss for Federal income tax purposes as a result of Pure's exercise of its
   option under such section and will be subject to Federal income tax on the
   same amount and in the same manner and at the same times as would have been
   the case if such option had not been exercised;

       (4) Pure delivers to the trustee certain other documents called for by
   the indenture, including an officers' certificate and opinions of counsel;
   and

       (5) certain other conditions are satisfied.

   Pure's payment obligations and the guarantors' guarantees shall survive until
the notes are no longer outstanding.

                                       38


 Discharge

   The indenture shall cease to be of further effect (subject to certain
exceptions relating to compensation and indemnity of the trustee and repayment
to Pure of excess money or securities) when:

       (1) either (A) all outstanding notes theretofore authenticated and issued
   (other than destroyed, lost or stolen notes that have been replaced or paid)
   have been delivered to the trustee for cancellation; or (B) all outstanding
   notes not theretofore delivered to the trustee for cancellation (x) have
   become due and payable or (y) will become due and payable at their stated
   maturity within one year and Pure has deposited or caused to be deposited
   with the trustee as funds (immediately available to the holders in the case
   of clause (x)) in trust for such purpose an amount which, together with
   earnings thereon, will be sufficient to pay and discharge the entire
   indebtedness on such notes for principal and interest to the date of such
   deposit (in the case of notes which have become due and payable) or to the
   stated maturity, as the case may be;

       (2) Pure has paid all other sums payable by it under the indenture; and

       (3) Pure has delivered to the trustee an officers' certificate stating
   that all conditions precedent to satisfaction and discharge of the indenture
   have been complied with, together with an opinion of counsel to the same
   effect.

Book-Entry, Delivery and Form

   The new notes will be issued in the form of one or more global notes. The
global notes will be deposited with, or on behalf of, The Depository Trust
Company or DTC and registered in the name of DTC or its nominee, who will be the
global notes holder. Except as set forth below, the global notes may be
transferred, in whole and not in part, only to DTC or another nominee of DTC.
Investors may hold their beneficial interests in the global notes directly
through DTC if they are participating organizations or "participants" in such
system or indirectly through organizations that are participants in such system.

DEPOSITORY PROCEDURES

   DTC has advised us that DTC is a limited-purpose trust company that was
created to hold securities for its participants and to facilitate the clearance
and settlement of transactions in such securities between participants through
electronic book-entry changes in accounts of its participants. The participants
include securities brokers and dealers (including the initial purchasers), banks
and trust companies, clearing corporations and certain other organizations.
Access to DTC's system is also available to other entities such as banks,
brokers, dealers and trust companies, which we refer to as "indirect
participants," that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Persons who are not participants may
beneficially own securities held by or on behalf of DTC only through the
participants or the indirect participants.

   We expect that pursuant to procedures established by DTC:

   .   upon deposit of the global notes, DTC will credit the accounts of
       participants designated by the exchange agent with portions of the
       principal amount of the global notes; and

   .   ownership of the new notes evidenced by the global notes will be shown
       on, and the transfer of ownership thereof will be effected only through,
       records maintained by DTC (with respect to the interests of the
       participants), the participants and the indirect participants.

   So long as the global notes holder is the registered owner of any new notes,
the global notes holder will be considered the sole holder under the indenture
of any new notes evidenced by the global notes. Beneficial owners of new notes
evidenced by the global notes will not be considered the owners or holders
thereof under the indenture for any purpose, including with respect to the
giving of any directions, instructions or approvals to the trustee thereunder.
Neither Pure nor the trustee will have any responsibility or liability for any
aspect of the records of DTC or for maintaining, supervising or reviewing any
records of DTC relating to the new notes.

                                       39


     Payments in respect of the principal of, premium, if any, interest and
additional interest, if any, on any new notes registered in the name of the
global notes holder on the applicable record date will be payable by the trustee
to or at the direction of the global notes holder in its capacity as the
registered holder under the indenture. Under the terms of the indenture, Pure
and the trustee may treat the persons in whose names new notes, including the
global notes, are registered as the owners thereof for the purpose of receiving
such payments. Consequently, neither Pure nor the trustee has or will have any
responsibility or liability for the payment of such amounts to beneficial owners
of new notes. We believe, however, that it is currently the policy of DTC to
immediately credit the accounts of the relevant participants with such payments,
in amounts proportionate to their respective holdings of beneficial interests in
the relevant security as shown on the records of DTC.  Payments by the
participants and the indirect participants to the beneficial owners of new notes
will be governed by standing instructions and customary practice and will be the
responsibility of the participants or the indirect participants.

Certificated Notes

     The notes represented by the global notes are exchangeable for certificated
notes in definitive form of like tenor as such notes in denominations of 1,000
and integral multiples thereof if

         (1)   the DTC notifies Pure that it is unwilling or unable to continue
     as depositary for the global notes or if at any time the DTC ceases to be a
     clearing agency registered under the Securities Exchange Act of 1934 and a
     successor depositary is not appointed by Pure within 90 days;

         (2)   Pure in its discretion at any time determines not to have all of
     the notes represented by the global notes; or

         (3)   an Event of Default has occurred and is continuing and the DTC so
     requests.

     Any note that is exchangeable pursuant to the preceding sentence is
exchangeable for certified notes issuable in authorized denominations and
registered in such names as the DTC shall direct. Subject to the foregoing, the
global notes are not exchangeable, except for global notes of the same aggregate
denomination to be registered in the name of the DTC or its nominee.

     Neither Pure nor the trustee shall be liable for any delay by the DTC or
any participant in identifying the beneficial owners of the related notes and
each such person may conclusively rely on, and shall be protected in relying on,
instructions from the DTC for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the notes to
be issued).

Same-Day Payment

     The indenture requires that payments in respect of notes (including
principal, premium and interest) be made by wire transfer of immediately
available funds to the accounts specified by the holders thereof or, if no such
account is specified, by mailing a check to each such holder's registered
address.

Governing Law

     The indenture is, and the notes will be, governed by the laws of the State
of New York.

The Trustee

     First Union National Bank is the trustee under the indenture. Its address
is First Union National Bank, Corporate Trust Group, 5847 San Felipe, Suite
1050, Houston, Texas 77057. Pure has also appointed the trustee as the initial
registrar and as initial paying agent under the indenture.

     The indenture contains certain limitations on the right of the trustee,
should it become a creditor of Pure, to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any such claim
as security or otherwise.  The trustee is permitted to engage in other
transactions; however, if it acquires any conflicting interest (as defined in
the Trust Indenture Act of 1939, as amended), it must eliminate such conflict or
resign.

                                       40


     The indenture provides that in case an Event of Default shall occur (and be
continuing), the trustee will be required to use the degree of care and skill of
a prudent man in the conduct of his own affairs. The trustee will be under no
obligation to exercise any of its powers under the indenture at the request of
any of the holders of the notes, unless such holders shall have offered the
trustee indemnity reasonably satisfactory to it.

           MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of certain United States federal income and
estate tax considerations relating to the purchase, ownership and disposition of
the notes by holders thereof, and the exchange of the notes by such holder for
Exchange Notes, but does not purport to be a complete analysis of all the
potential tax considerations relating thereto. This summary is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
regulations, rulings and judicial decisions as of the date hereof. These
authorities may be changed, possibly retroactively, so as to result in United
States federal income tax consequences different from those set forth below. We
have not sought any ruling from the Internal Revenue Service (the "IRS") or an
opinion of counsel with respect to the statements made and the conclusions
reached in the following summary, and there can be no assurance that the IRS
will agree with such statements and conclusions.

     This summary assumes that the notes are held as capital assets and holders
are initial purchasers of the notes who purchased the notes at their initial
offering price. This summary does not address the tax considerations arising
under the laws of any foreign, state or local jurisdiction. In addition, this
discussion does not address tax considerations applicable to a holder's
particular circumstances or to holders that may be subject to special tax rules,
including, without limitation:

     .   holders subject to the alternative minimum tax;

     .   banks;

     .   tax-exempt organizations;

     .   insurance companies;

     .   dealers in securities or commodities;

     .   traders in securities that elect to use a mark-to-market method of
         accounting for their securities holdings;

     .   financial institutions;

     .   holders whose "functional currency" is not the U.S. dollar;

     .   persons that will hold the notes as a position in a hedging
         transaction, "straddle", "conversion transaction" or other risk
         reduction transaction; or

     .   persons deemed to sell the notes under the constructive sale provisions
         of the Code.

     If a partnership holds notes, the tax treatment of a partner in the
partnership will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding our
notes, you should consult your tax advisor.

     THIS SUMMARY OF CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR
TAX ADVISOR WITH RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX
LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER
THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY
STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX
TREATY.

                                       41


Consequences to U.S. Holders

     The following is a summary of the United States federal tax consequences
that will apply to you if you are a U.S. holder of the notes. Certain
consequences to "non-U.S. holders" of the notes are described under
"--Consequences to Non-U.S. Holders" below. "U.S. holder" means a beneficial
owner of a note that is:

     .    a citizen or resident of the United States;

     .    a corporation (or an entity that is treated as a corporation for U.S.
          federal tax purposes) created or organized in or under the laws of the
          United States or any political subdivision of the United States;

     .    an estate the income of which is subject to United States federal
          income taxation regardless of its source; or

     .    a trust that (1) is subject to the supervision of a court within the
          United States and that has one or more United States persons with
          authority to control all substantial decisions of the trust or (2) has
          a valid election in effect under applicable Treasury Regulations to be
          treated as a United States person.

 Exchange Offer

     The new notes should not differ materially in kind or extent from the old
notes and, as a result, your exchange of old notes for new notes should not
constitute a taxable disposition of the old notes for United States federal
income tax purposes. As a result, you should not recognize taxable income, gain
or loss on such exchange, your holding period for the new notes should generally
include the holding period for the notes so exchanged, and your adjusted tax
basis in the new notes should generally be the same as your adjusted tax basis
in the notes so exchanged.

 Payments of Interest

     Stated interest on the notes will generally be taxable to you as ordinary
income at the time it is paid or accrued in accordance with your method of
accounting for tax purposes.

 Amortizable Bond Premium

     Generally, if you purchase a note for an amount that exceeds the sum of all
amounts payable on the note after the purchase date other than stated interest,
you will be considered to have purchased the note at a premium.  You generally
may elect to amortize the premium over the remaining term (or an applicable call
date as discussed below) of the note on a yield to maturity basis.  The
amortizable bond premium is treated as an offset to interest income on the note
for United States federal income tax purposes.  If you elect to amortize bond
premium, you must reduce your tax basis in the note by the deductions allowable
for amortizable bond premium.  An election to amortize bond premium is revocable
only with the consent of the IRS and applies to all obligations owned or
acquired by you on or after the first day of the taxable year to which the
election applies.  We may redeem the notes at any time, as described in this
prospectus under "Description of the NotesCOptional Redemption."  You will
calculate the amount of amortizable bond premium based on the amount payable at
the applicable call date, but only if use of the call date (in lieu of the
stated maturity date) results in a smaller amortizable bond premium for the
period ending on the call date.  If a note purchased at a premium is redeemed
before its maturity and you have elected to deduct the bond premium, you may be
permitted to deduct any remaining unamortized bond premium as an ordinary loss
in the taxable year of the redemption.

     If you do not elect to amortize bond premium, that premium will decrease
the gain or increase the loss you would otherwise recognize on disposition of
the note.

 Market Discount

     If you purchase a note for less than its principal amount, the difference
will be treated as a "market discount" for U.S. federal income tax purposes
unless the difference is a de minimis amount.  Under the market discount rules,
you will be required to treat any principal payment on a note, or any gain on
its sale, exchange, retirement or other disposition, as ordinary income to the
extent of the accrued market discount that was not previously included in gross
income.  If the note is

                                       42


disposed of in a non-taxable transaction (other than a non-recognition
transaction described in Section 1276 of the Code), accrued market discount will
be taxable to you as ordinary income as if you had sold the note at its fair
market value. In addition, you may be required to defer, until the maturity of a
note or its earlier disposition (including a non-taxable transaction other than
a transaction described in Section 1276 of the Code), the deduction of all or a
portion of the interest expense in respect of any indebtedness incurred or
maintained to purchase or carry the note. Market discount will be considered to
accrue on a straight-line basis during the period from the date of acquisition
to the maturity date of the note unless you elect to accrue market discount on a
constant interest rate basis.

     You may elect to include market discount in gross income as the discount
accrues, either on a straight-line basis or on a constant interest rate basis.
This current inclusion election, once made, applies to all market discount
obligations acquired by you on or after the first day of the first taxable year
to which the election applies, and may not be revoked without the consent of the
IRS. If you make such an election, the foregoing rules with respect to the
recognition of ordinary income on sales and other dispositions of such debt
instruments and on any partial principal payment with respect to the notes, and
the deferral of interest deductions on indebtedness incurred or maintained to
purchase or carry such debt instruments, would not apply.

 Sale, Exchange or Disposition of Notes

     Subject to the discussion of the exchange offer above, you will generally
recognize gain or loss upon the sale, exchange or other disposition of a note
equal to the difference between the amount realized upon the sale, exchange or
other disposition (less an amount attributable to any accrued stated interest
not previously included in income, which will be taxable as interest income) and
your adjusted tax basis in the note. Your adjusted tax basis in a note will
generally equal the amount you paid for the note, as adjusted by the bond
premium and market discount rules described above. Any gain or loss recognized
on a disposition of the note will be capital gain or loss. If you are an
individual and have held the note for more than one year, such capital gain will
generally be subject to tax at a maximum rate of 20%. Your ability to deduct
capital losses may be limited.

 Information Reporting and Backup Withholding

     In general, information reporting requirements will apply to certain
payments of principal and interest on the notes and the proceeds of sale of a
note unless you are an exempt recipient (such as a corporation). A 30.5% backup
withholding tax will apply to such payments if you fail to provide your taxpayer
identification number or certification of exempt status or have been notified by
the IRS that you are subject to backup withholding.

     Any amounts withheld under the backup withholding rules will generally be
allowed as a refund or a credit against your United States federal income tax
liability provided the required information is furnished to the IRS.

Consequences to Non-U.S. Holders

     The following is a summary of the United States federal tax consequences
that will apply to you if you are a non-U.S. holder of notes. The term "non-U.S.
holder" means a beneficial owner of a note that is not a U.S. holder.

     Special rules may apply to certain non-U.S. holders such as "controlled
foreign corporations," "passive foreign investment companies" and "foreign
personal holding companies." Such entities should consult their own tax advisors
to determine the United States federal, state, local and other tax consequences
that may be relevant to them.

 Payments of Interest

     The 30% United States federal withholding tax will not apply to any payment
to you of principal or interest on a note provided that:

     .   you do not actually or constructively own 10% or more of the total
         combined voting power of all classes of our stock that are entitled to
         vote within the meaning of Section 871(h)(3) of the Code;

     .   you are not a controlled foreign corporation that is related to us
         through stock ownership; and

                                       43


     .   (a) you provide your name and address, and certify, under penalties of
         perjury, that you are not a United States person (which certification
         may be made on an IRS Form W-8BEN) or (b) a securities clearing
         organization, bank, or other financial institution that holds
         customers' securities in the ordinary course of its business holds the
         note on your behalf and certifies, under penalties of perjury, that it
         has received IRS Form W-8BEN from you or from another qualifying
         financial institution intermediary, and provides a copy of the IRS Form
         W-8BEN. If you hold your notes through certain foreign intermediaries
         or certain foreign partnerships, such foreign intermediaries or
         partnerships must also satisfy the certification requirements of
         applicable Treasury Regulations.

     If you cannot satisfy the requirements described above, payments of
interest will be subject to the 30% United States federal withholding tax,
unless you provide us with a properly executed (1) IRS Form W-8BEN claiming an
exemption from or reduction in withholding under the benefit of an applicable
tax treaty or (2) IRS Form W-8ECI stating that interest paid on the note is not
subject to withholding tax because it is effectively connected with your conduct
of a trade or business in the United States.

     If you are engaged in a trade or business in the United States and interest
on a note is effectively connected with the conduct of that trade or business,
you will be required to pay United States federal income tax on that interest on
a net income basis (although you will be exempt from the 30% withholding tax
provided the certification requirement described above is met) in the same
manner as if you were a United States person as defined under the Code. In
addition, if you are a foreign corporation, you may be subject to a branch
profits tax equal to 30% (or lower applicable treaty rate) of your earnings and
profits for the taxable year, subject to adjustments, that are effectively
connected with your conduct of a trade or business in the United States. For
this purpose, interest that is effectively connected with your conduct of a
trade or business in the United States will be included in earnings and profits.

 Sale, Exchange or Disposition of Notes

     Any gain realized upon the sale, exchange or other disposition of a note
(except with respect to accrued and unpaid interest, which would be taxable as
described above) generally will not be subject to United States federal income
tax unless:

     .   that gain is effectively connected with your conduct of a trade or
         business in the United States;

     .   you are an individual who is present in the United States for 183 days
         or more in the taxable year of that disposition, and certain other
         conditions are met; or

     .   you are subject to Code provisions applicable to certain United States
         expatriates.

     A holder described in the first bullet point above will be required to pay
United States federal income tax on the net gain derived from the sale, and if
such holder is a foreign corporation, it may also be required to pay a branch
profits tax at a 30% rate or a lower applicable treaty rate if so specified by
an applicable income tax treaty. A holder described in the second bullet point
above will be subject to a flat 30% United States federal income tax on the gain
derived from the sale, which may be offset by United States source capital
losses, even though the holder is not considered a resident of the United
States.

 United States Federal Estate Tax

     The United States federal estate tax will not apply to the notes owned by
you at the time of your death, provided that (1) you do not own actually or
constructively 10% or more of the total combined voting power of all classes of
our voting stock (within the meaning of the Code and the Treasury Regulations)
and (2) interest on the note would not have been, if received at the time of
your death, effectively connected with your conduct of a trade or business in
the United States.

 Information Reporting and Backup Withholding

     The amount of interest paid to you on the note and the amount of tax
withheld, if any, will generally be reported to you and the IRS. You will
generally not be subject to backup withholding with respect to payments that we
make to you provided that we do not have actual knowledge that you are a United
States person and you have made appropriate certifications as to your foreign
status, or you otherwise establish an exemption.

                                       44


     You will generally not be subject to backup withholding or information
reporting with respect to any payment of the proceeds of the sale of a note
effected outside the United States by a foreign office of a foreign "broker" (as
defined in applicable Treasury Regulations). However, if such a broker:

     .   derives 50% or more of its gross income for certain periods from the
         conduct of a trade or business in the United States,

     .   is a controlled foreign corporation for United States federal income
         tax purposes, or

     .   is a foreign partnership that, at any time during its taxable year, has
         more than 50% of its income or capital interests owned by United States
         persons or is engaged in the conduct of a United States trade or
         business,

then you will be subject to information reporting, but not backup withholding
unless such broker has documentary evidence in its records that you are not a
United States person and certain other conditions are met, or you otherwise
establish an exemption. You will be subject to backup withholding and
information reporting with respect to any payment of the proceeds of a sale of a
note effected by the United States office of a broker unless you properly
certify under penalties of perjury as to your foreign status and certain other
conditions are met or you otherwise establish an exemption.

     Any amounts witheld under the backup witholding rules will be allowed as a
refund or a credit against your United States federal income tax liability
provided the required information is furnished to the IRS.


                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives new notes for its own account in exchange
for old notes must acknowledge that it will deliver a prospectus in connection
with any resale of such new notes.  This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where such old
notes were acquired as a result of market-making activities or other trading
activities.  We have agreed that, until December 31, 2001, which is 90 days
after the effective date of the registration statement, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.

     We will not receive any proceeds from any sale of new notes by broker-
dealers.  New notes received by broker-dealers for their own account pursuant to
the exchange offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on the new notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices.  Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such new notes.  Any broker-dealer that resells new notes that
were received by it for its own account pursuant to the exchange offer and any
broker or dealer that participates in a distribution of such new notes may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of new notes and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act.  The letter of transmittal states that, by acknowledging
that it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

     Until December 31, 2001, we will promptly send additional copies of this
prospectus and any amendment or supplement to this prospectus to any broker-
dealer that requests such documents in the letter of transmittal. We have agreed
to pay all expenses incident to the exchange offer (including the expenses of
one counsel for the holders of the old notes) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the old
notes (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

     By its acceptance of the exchange offer, any broker-dealer that receives
exchange notes pursuant to the exchange offer agrees to notify us before using
this prospectus in connection with the sales or transfer of the new notes. The
broker-dealer further acknowledges and agrees that, upon receipt of notice from
us of the happening of any event which:

     .   makes any statement in this prospectus untrue in any material respect;

                                       45


     .   requires the making of any changes in this prospectus to make the
         statements in this prospectus not misleading; or

     .   may impose upon us disclosure obligations that may have a material
         adverse effect on us,

which notice we agree to deliver promptly to the broker-dealer, the broker
dealer will suspend use of this prospectus until we have notified the broker
dealer that delivery of the prospectus may resume and have furnished copies of
any amendment or supplement to this prospectus to the broker-dealer.


                                 LEGAL MATTERS

     Thompson & Knight L.L.P., Dallas, Texas, will pass upon certain legal
matters relating to the issuance of the notes.


                                    EXPERTS

     The consolidated financial statements of Pure as of and for the year ended
December 31, 2000, have been incorporated by reference in this registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, the report from Form 10-K having
been updated in Pure's current report on Form 8-K dated September 13, 2001, and
upon the authority of said firm as experts in accounting and auditing.

     The financial statements of Pure (formerly "Union Oil's Permian Basin
business unit") as of December 31, 1999 and for the years ended December 31,
1999 and 1998, incorporated in this prospectus by reference to Pure's Current
Report on Form 8-K dated September 13, 2001, and the financial statements of
Pure for the same periods incorporated in this prospectus by reference to Pure's
Annual Report on Form 10-K for the year ended December 31, 2000 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

     The statements of revenues and direct operating expenses of the oil and gas
properties we acquired from International Paper Company and its affiliates for
the years ended December 31, 2000, 1999 and 1998, have been incorporated by
reference in this registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, as stated in their report
incorporated by reference herein and given upon the authority of said firm as
experts in accounting and auditing.

     The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from Hallwood Energy Corporation's
Annual Report on Form 10-K for the year ended December 31, 2000 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.


                                   ENGINEERS

     Some of the estimates of Pure's oil and gas reserves included and
incorporated by reference in this document were based upon engineering
evaluations prepared by Netherland, Sewell & Associates, Inc., independent
petroleum consultants. Netherland evaluated properties representing
approximately 75% of Pure's total proved reserves for the year ended December
31, 2000 (which did not historically include International Paper or Hallwood
properties). These estimates are included or incorporated by reference in
reliance on the authority of such firm as experts in such matters.


                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC.  You may read and copy such material at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  Our filings are also available to the public from the
SEC's web site at www.sec.gov.

                                       46


     Our common stock is quoted on the New York Stock Exchange. You may inspect
reports and other information concerning us at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

     The SEC's rules allow us to "incorporate by a reference" into this
prospectus the information we file with the SEC under the Securities Exchange
Act of 1934. This means that we are disclosing important information to you by
referring you to those filings. The information we incorporate by reference is
considered a part of this prospectus, and subsequent information that we file
with the SEC will automatically update and supersede this information. Any
information which is subsequently modified or superseded will not constitute a
part of this offering memorandum, except as so modified or superseded. We
incorporate by reference the documents listed below and any future filing we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus.

     We incorporate by reference in this prospectus the following documents
filed by us with the SEC:

     .   our Quarterly Report on Form 10-Q for the fiscal quarter ended March
         31, 2001;

     .   our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
         2001;

     .   our Annual Report on Form 10-K for the year ended December 31, 2000;

     .   our Current Reports on Form 8-K filed with the SEC on the following
         dates:

         -   February 15, 2001, as amended by an amendment thereto filed on
             April 16, 2001; and

         -   May 23, 2001, as amended by an amendment thereto filed on June 1,
             2001; and

         -   September 14, 2001.

     We also incorporate by reference in this offering circular the following
items filed by Hallwood Energy Corporation with the SEC:

     .   Parts I and II of Hallwood's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2000, including Consolidated Financial
         Statements of Hallwood as of December 31, 2000 and 1999 and for each of
         the years in the three-year period ended December 31, 2000 (together
         with the related notes and report of independent auditors); and

     .   Hallwood's Quarterly Report on Form 10-Q for the quarter ended March
         31, 2001, including Hallwood's unaudited consolidated financial
         statements as of March 31, 2001 and for the three months ended March
         31, 2001 and 2000 (together with the related notes).

     Upon written or oral request, we will provide you with a copy of any of the
incorporated documents without charge (not including exhibits to the documents
unless the exhibits are specifically incorporated by reference into the
documents). You may submit such a request for this material at the following
address and telephone number:

                             Pure Resources, Inc.
       Attention:  Vice President-Administration and Corporate Secretary
                               500 West Illinois
                             Midland, Texas  79701
                                (915) 498-8600

                                       47


                         GLOSSARY OF OIL AND GAS TERMS

   "Bbl" or "barrel" means 42 U.S. gallons.

   "Bcf" means billion cubic feet of natural gas.

   "Bcfe" means billion equivalent cubic feet of natural gas, calculated by
converting oil to equivalent Mcf at a ratio of 6 Mcf to 1 Bbl of oil.

   "BOE" means equivalent barrels of oil, calculated at a ratio of 6 Mcf to 1
Bbl of oil.

   "Completion" means the installation of permanent equipment for the production
of oil or gas.

   "Gross," when used with respect to acres or wells, refers to the total acres
or wells in which Pure has a working interest.

   "Horizontal drilling" means a drilling technique that permits the operator to
contact and intersect a larger portion of the producing horizon than
conventional vertical drilling techniques and can result in both increased
production rates and greater ultimate recoveries of hydrocarbons.

   "MBbls" means thousand barrels.

   "Mcf" means thousand cubic feet.

   "Mcfe" means thousand equivalent cubit feet of natural gas, calculated by
converting oil to equivalent Mcf at a ratio of 6 Mcf to 1 Bbl of oil.

   "MMBbls" means million of barrels.

   "MMBOE" means millions of equivalent barrels of oil, calculated at a ratio of
6 Mcf to 1 Bbl of oil.

   "MMcf" means million cubic feet of natural gas.

   "MMcfe" means million cubic feet equivalent, determined using the ratio of 6
Mcf of natural gas to 1 Bbl of oil.

   "Net," when used with respect to acres or wells, refers to gross acres of
wells multiplied, in each case, by the percentage working interest owned by
Pure.

   "Oil" means crude oil or condensate.

   "Operator" means the individual or company responsible for the exploration,
development, and production of an oil or gas well or lease.

     "Proved developed reserves" means reserves that can be expected to be
recovered through existiong wells with existing equipment and operating methods
recovered through existing wells with existing equipment and operating methods.
Additional oil and gas expected to be obtained through the application of fluid
injection or other improved recovery techniques for supplementing the natural
forces and mechanisms of primary recovery will be included as "proved developed
reserves" only after testing by a pilot project or after the operation of an
installed program has confirmed through production response that increased
recovery will be achieved.

     "Proved reserves" means the estimated quantities of crude oil, natural gas,
and natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions, i.e., prices and costs as of
the date the estimate is made. Prices include consideration of changes in
existing prices provided only by contractual arrangements, but not on
escalations based upon future conditions.

                                       48


     i.   Reservoirs are considered proved if economic producibility is
supported by either actual production or conclusive formation test. The area of
a reservoir considered proved includes (A) that portion delineated by drilling
and defined by gas-oil and/or oil-water contacts, if any; and (B) the
immediately adjoining portions not yet drilled, but which can be reasonably
judged as economically productive on the basis of available geological and
engineering data. In the absence of information on fluid contacts, the lowest
known structural occurrence of hydrocarbons controls the lower proved limit of
the reservoir.

     ii.  Reserves which can be produced economically through application of
improved recovery techniques (such as fluid injection) are included in the
"proved" classification when successful testing by a pilot project, or the
operation of an installed program in the reservoir, provides support for the
engineering analysis on which the project or program was based.

     iii. Estimates of proved reserves do not include the following: (A) oil
that may become available from known reservoirs but is classified separately as
"indicated additional reserves"; (B) crude oil, natural gas, and natural gas
liquids, the recovery of which is subject to reasonable doubt because of
uncertainty as to geology, reservoir characteristics, or economic factors; (C)
crude oil, natural gas, and natural gas liquids that may occur in undrilled
prospects; and (D) crude oil, natural gas, and natural gas liquids that may be
recovered from oil shales, coal, gilsonite and other such sources.

     "Recompletion" means the completion for production of an existing well bore
in another formation from that in which the well has been previously completed.

     "Reserves" means proved reserves.

     "Royalty" means an interest in an oil and gas lease that gives the owner of
the interest the right to receive a portion of the production from the leased
acreage (or of the proceeds of the sale thereof), but generally does not require
the owner to pay any portion of the costs of drilling or operating the wells on
the leased acreage. Royalties may be either landowner's royalties, which are
reserved by the owner of the leased acreage at the time the lease is granted, or
overriding royalties, which are usually reserved by an owner of the leasehold in
connection with a transfer to a subsequent owner.

     "3-D seismic" means seismic data that are acquired and processed to yield a
three-dimensional picture of the subsurface.

     "SEC 10% present value" means the pretax present value of estimated future
revenues to be generated from the production of proved reserves calculated in
accordance with SEC guidelines, net of estimated production and future
development costs, using prices and costs as of the date of estimation without
future escalation, without giving effect to non-property related expenses such
as general and administrative expenses, debt service and depreciation, depletion
and amortization, and discounted using an annual discount rate of 10%.

     "Standardized measure of discounted future net cash flows" is the SEC 10%
present value defined above, less applicable income taxes.

     "Tertiary recovery" means enhanced recovery methods for the production of
oil or gas. Enhanced recovery of crude oil requires a means for displacing oil
from the reservoir rock, modifying the properties of the fluids in the reservoir
and/or the reservoir rock to cause movement of oil in an efficient manner, and
providing the energy and drive mechanism to force its flow to a production well.
Pure injects chemicals or energy as required for displacement and for the
control of flow rate and flow pattern in the reservoir, and a fluid drive is
provided to force the oil toward a production well.

     "Working interest" means an interest in an oil and gas lease that gives the
owner of the interest the right to drill for and produce oil and gas on the
leased acreage and requires the owner to pay a share of the costs of drilling
and production operations. The share of production to which a working interest
owner is entitled will always be smaller than the share of costs that the
working interest owner is required to bear, with the balance of the production
accruing to the owners of royalties. For example, the owner of a 100% working
interest in a lease burdened only by a landowner's royalty of 12.5% would be
required to pay 100% of the costs of a well but would be entitled to retain
87.5% of the production.

                                       49


   "Workover" means operations on a producing well to restore or increase
production.

                                       50


================================================================================

                   Offer to Exchange all of Our Outstanding
                       7 1/8% Senior Notes due 2011 for
           7 1/8% Senior Notes due 2011, Which Have Been Registered
                       Under the Securities Act of 1933

                                      of

                          [PURE RESOURCES, INC. LOGO]


                             Pure Resources, Inc.



                          __________________________

                                  PROSPECTUS
                          __________________________



                                October 2, 2001


================================================================================

     No person has been authorized to give any information or make any
representations in connection with this offering other than those contained in
this prospectus, and, if given or made, such other information or
representations must not be relied upon as having been authorized by Pure.
Neither the delivery of this prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Pure since the date of this prospectus or that the information
contained in this prospectus is correct as of any time subsequent to its date.
This prospectus does not constitute an offer to sell nor or the solicitation of
an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.

================================================================================