-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ID8vY4RnyG1w/t+UNj4LcO4pr+9a8vazthn+wH57IwYR0hlvDcImgbBd+jdeA+29 CystluFwpVkMMusMOpvaTA== 0001038357-04-000030.txt : 20040712 0001038357-04-000030.hdr.sgml : 20040712 20040712153040 ACCESSION NUMBER: 0001038357-04-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040712 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER NATURAL RESOURCES CO CENTRAL INDEX KEY: 0001038357 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752702753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13245 FILM NUMBER: 04910178 BUSINESS ADDRESS: STREET 1: 900 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724449001 MAIL ADDRESS: STREET 1: 900 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 8-K 1 jul12_8k.txt PIONEER JULY 12, 2004 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2004 Pioneer Natural Resources Company ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 1-13245 75-2702753 - ----------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5205 N. O'Connor Blvd., Suite 900, Irving, Texas 75039 - ------------------------------------------------ ----------- (Address of principal executive offices) (Zip Code) (972) 444-9001 -------------------------------------------------- Registrant's telephone number, including area code Not applicable ----------------------------------------------------------- (Former name or former address, if changed since last report) PIONEER NATURAL RESOURCES COMPANY TABLE OF CONTENTS Page Item 5. Other Events....................................... 3 Item 7. Financial Statements and Exhibits (c) Exhibits...................................... 3 Signature.................................................... 4 Exhibit Index................................................ 5 2 PIONEER NATURAL RESOURCES COMPANY Item 5. Other Events On July 12, 2004, Pioneer Natural Resources Company issued a news release that is attached hereto as exhibit 99.1. In the news release, the Company announced that it has received and will accept tenders to exchange $526,875,000 in principal amount of three series of its outstanding senior notes for a like principal amount of a new series of 5.875% Senior Notes due 2016 and cash. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 News Release dated July 12, 2004 3 PIONEER NATURAL RESOURCES COMPANY S I G N A T U R E Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PIONEER NATURAL RESOURCES COMPANY Date: July 12, 2004 By: /s/ Richard P. Dealy ------------------------------------------- Richard P. Dealy Vice President and Chief Accounting Officer 4 PIONEER NATURAL RESOURCES COMPANY EXHIBIT INDEX Exhibit No. Description 99.1 (a) News Release dated July 12, 2004 - ------------- (a) filed herewith 5 EX-99 2 jul12_8kx99.txt PIONEER JULY 12, 2004 8-K EXHIBIT 99.1 EXHIBIT 99.1 NEWS RELEASE Investor Relations Contact: Susan Spratlen (972) 444-9001 Pioneer Announces Results for Debt Exchange Offers Dallas, Texas, July 12, 2004 -- Pioneer Natural Resources Company ("Pioneer") (NYSE:PXD) today announced results for its previously announced offers to exchange (the "Exchange Offers") any or all of three series of its outstanding senior notes (the "Old Notes") for a like principal amount of Pioneer's new 5.875% Senior Notes due 2016 (the "New Notes") and cash. The Exchange Offers also included a solicitation of consents to proposed amendments to the supplemental indentures governing the 9-5/8% Senior Notes due April 1, 2010 and the 7.50% Senior Notes due 2012. As of 12:00 midnight, New York City time, on Friday, July 9, 2004 (the "Expiration Date"), Pioneer had received tenders for the Old Notes in the following amounts, all of which will be accepted for exchange by Pioneer: Principal Percentage of Cusip Amount Outstanding Series Number Tendered Principal Amount ------ ----------- ------------ ---------------- 8 1/4% Senior Notes due 2007 701018 AB 9 $117,925,000 78.6% 9-5/8% Senior Notes due April 1, 2010 723787 AC 1 $275,125,000 81.1% 7.50% Senior Notes due 2012 723787 AD 9 $133,825,000 89.2%
As a result, Pioneer has received sufficient tenders of Old Notes to satisfy the conditions to each of the Exchange Offers and to execute the proposed amendments. Settlement for the exchange price will be on Thursday, July 15, 2004 (the "Settlement Date") for holders of Old Notes tendered before the Expiration Date. Pioneer will execute the proposed amendments prior to settlement. The Bank of New York was the exchange agent for the Exchange Offers and will be the trustee under the New Notes. D.F. King & Co., Inc. was the information agent for the Exchange Offers. Deutsche Bank Securities Inc. was Pioneer's lead financial advisor for the Exchange Offers, and Citigroup Global Markets Inc. and Credit Suisse First Boston LLC were co-financial advisors. Pioneer is a large independent oil and gas exploration and production company with operations in the United States, Argentina, Canada, Gabon, South Africa and Tunisia. Pioneer's headquarters are in Dallas, Texas. For more information, visit Pioneer's website at www.pioneernrc.com. Except for historical information contained herein, the statements in this News Release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer are subject to a number of risks and uncertainties that may cause Pioneer's actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of oil and gas prices, product supply and demand, competition, government regulation or action, international operations and associated international political and economic instability, litigation, the costs and results of drilling and operations, Pioneer's ability to replace reserves, implement its business plans, or complete its development projects as scheduled, access to and cost of capital, uncertainties about estimates of reserves, quality of technical data, environmental and weather risks, acts of war or terrorism. These and other risks are described in Pioneer's 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----