-----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, RNVV4FJDPSNypRQbr8K8EV+rXR/zIhKLUKsgt/yWqIemTO/dFvCvoF6l2p56sGXw Sf7GJF1Xy2IT8kC17LOUsQ== 0001038357-04-000084.txt : 20041112 0001038357-04-000084.hdr.sgml : 20041111 20041112095130 ACCESSION NUMBER: 0001038357-04-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 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: 041135796 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 nov11_8k.txt PIONEER 11/11/2004 FORM 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): November 11, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) PIONEER NATURAL RESOURCES COMPANY TABLE OF CONTENTS Page Item 8.01. Other Events....................................... 3 Item 9.01. Financial Statements and Exhibits (c) Exhibits..................................... 3 Signature...................................................... 4 Exhibit Index.................................................. 5 2 PIONEER NATURAL RESOURCES COMPANY Item 8.01. Other Events On November 11, 2004, Pioneer Natural Resources Company (the "Company") issued a news release that is attached hereto as exhibit 99.1. In the news release, the Company announced that it has received tenders of $5.5 million in the principal amount of its 5.875% Senior Subordinated Notes due 2012, originally issued by Evergreen Resources, Inc., pursuant to the previously announced change of control offer on October 12, 2004. All amounts tendered will be accepted for purchase by the Company. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 News Release dated November 11, 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: November 11, 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 November 11, 2004. - ------------- (a) filed herewith 5 EX-99 2 nov11_8kx99.txt PIONEER 11/11/2004 FORM 8-K EXHIBIT 99.1 EXHIBIT 99.1 NEWS RELEASE Investor Relations Contacts: Susan Spratlen or Chris Paulsen (972) 444-9001 Pioneer Announces Results of Change of Control Offer for 5.875% Senior Notes due 2012 Dallas, Texas, November 11, 2004 -- Pioneer Natural Resources Company ("Pioneer") (NYSE:PXD) today announced results for its previously announced change of control offer (the "Change of Control Offer") to purchase any or all of the 5.875% Senior Notes due 2012 (the "Notes"), originally issued by Evergreen Resources, Inc., ("Evergreen"), pursuant to the Indenture dated March 10, 2004, as amended and supplemented, by and among Pioneer (as successor to Evergreen), Pioneer Natural Resources USA, Inc., (for purposes of agreeing to make certain guarantees thereunder), and Wachovia Bank, National Association, as trustee, in connection with the change of control of Evergreen. Upon the expiration of the Change of Control Offer, as of 5:00 p.m., New York City time, on Wednesday, November 10, 2004, Pioneer had received tenders of $5.5 million in the principal amount of the Notes, all of which will be accepted for purchase by Pioneer. Payments for the tendered Notes will be transmitted through the facilities of The Depository Trust Company. Pioneer is a large independent oil and gas exploration and production company with operations in the United States, Argentina, Canada, Equatorial Guinea, South Africa and Tunisia. Pioneer's headquarters are in Dallas. 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-----