-----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, ItEymfmqRIwCkkevTbHKh0wngmD7bhxoplYcibQBX6hMMf/wsZ1/QVC7BkD+4HBZ XrpsINHngIB3EIO1xRwH0A== 0001038357-04-000086.txt : 20041123 0001038357-04-000086.hdr.sgml : 20041123 20041123142419 ACCESSION NUMBER: 0001038357-04-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041118 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041123 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: 041163374 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 nov198k.txt PIONEER FORM 8-K 11/18/2004 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 18, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer............. 3 Item 9.01. Financial Statements and Exhibits (c) Exhibits............................................. 3 Signature.............................................................. 4 Exhibit Index.......................................................... 5 2 PIONEER NATURAL RESOURCES COMPANY Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On November 18, 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 (i) Timothy L. Dove has been named President and Chief Operating Officer, (ii) Richard P. Dealy has been named Executive Vice President and Chief Financial Officer and (iii) Darin G. Holderness has agreed to join the Company as Vice President and Chief Accounting Officer. Mr. Dove was formerly the Company's Executive Vice President and Chief Financial Officer. The information required by Items 401(b), (d) and (e) of Regulation S-K for Mr. Dove was previously reported in the Company's Definitive Proxy Statement on Schedule 14A, File No. 1-13245, which was filed with the Securities and Exchange Commission on April 2, 2004. During 2004, there were no material transactions between the Company and Mr. Dove pursuant to Item 404(a) of Regulation S-K. Mr. Dealy was formerly the Company's Vice President and Chief Accounting Officer. He is 38 years of age. The description of Mr. Dealy's positions and offices and term of office with the Company and his business experience during the past five years is described in the attached news release attached hereto as exhibit 99.1. There were no arrangements or understanding between Mr. Dealy and the Company pursuant to which he was selected as an officer. There are no family relationships between Mr. Dealy and any director or executive officer of the Company or Mr. Holderness. During 2004, there were no material transactions between the Company and Mr. Dealy pursuant to Item 404(a) of Regulation S-K. Mr. Holderness is 41 years of age. The description of Mr. Holderness' business experience during the past five years is described in the attached news release attached hereto as exhibit 99.1. There were no arrangements or understanding between Mr. Holderness and the Company pursuant to which he was selected as an officer. There are no family relationships between Mr. Holderness and any director or executive officer of the Company. During 2004, there were no material transactions between the Company and Mr. Holderness pursuant to Item 404(a) of Regulation S-K. The Company has entered into severance agreements with Messrs. Dove and Dealy and will enter into a similar agreement with Mr. Holderness upon employment. Either the Company or the officer may terminate the officer's employment under the severance agreement at any time. The Company must pay the officer an amount equal to one year's base salary if the officer's employment is terminated because of death, disability or normal retirement. The Company must pay the officer an amount equal to one year's base salary and continue health insurance for the officer's family for one year if the Company terminates the officer's employment without cause or if the officer terminates employment for good reason, which is when reductions in the officer's base annual salary exceed specified limits or when the officer's responsibilities have been significantly reduced. If within one year after a change in control of the Company, the Company terminates the officer without cause, or if the officer terminates employment for good reason, the Company must pay the officer an amount equal to 2.99 times the sum of the officer's base salary plus the greater of target bonus for the current year or actual bonus for the previous year and continue health insurance for one year for Messrs. Dealy and Holderness and their respective families and for Mr. Dove and his family until he is eligible for Medicare. If the officer terminates employment with the Company without reason between six months and one year after a change in control, or at any time within one year after a change in control if the officer is required to move, then the Company must pay the officer one year's base salary and continue health insurance for the officer's family for one year. Officers are also entitled to additional payments for certain tax liabilities that may apply to severance payments following a change in control. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 News Release dated November 18, 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 23, 2004 By: /s/ Richard P. Dealy ------------------------------------------ Richard P. Dealy Executive Vice President and Chief Financial Officer 4 PIONEER NATURAL RESOURCES COMPANY EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1(a) News Release dated November 18, 2004. - ------------- (a) filed herewith 5 EX-99 2 nov19_8kx99.txt PIONEER FORM 8-K 11/18/2004 EXH. 99.1 EXHIBIT 99.1 NEWS RELEASE Investor Relations Contacts: Susan Spratlen or Chris Paulsen (972) 444-9001 Pioneer Announces Executive Appointments Dallas, Texas, November 18, 2004 -- Pioneer Natural Resources Company (NYSE:PXD) today announced that Timothy L. ("Tim") Dove has been named President and Chief Operating Officer and Richard P. ("Rich") Dealy has been named Executive Vice President and Chief Financial Officer. Both positions will report to Scott D. Sheffield, Pioneer's Chairman and CEO. As President and COO, Mr. Dove will be responsible for all of Pioneer's oil and gas assets and operations, both domestic and international, and for the Company's engineering and oil and gas marketing activities. Mr. Dove was formerly Pioneer's Executive Vice President and CFO. "As an integral part of our management team for many years, Tim has earned our respect as a strategic leader with a broad depth of knowledge," stated Mr. Sheffield. "I am confident that our asset teams will benefit from his leadership, and I look forward to continuing to work with Tim to increase Pioneer's value for our stakeholders and employees." Mr. Dealy, currently Pioneer's Vice President and Chief Accounting Officer, will replace Mr. Dove as CFO, and Darin G. Holderness has agreed to join the Company as Vice President and Chief Accounting Officer. He will report to Mr. Dealy. "Rich is a valued member of Pioneer's management team, and I'm certain that with his financial experience and leadership skills, he will continue to serve the Company well as CFO. We also welcome Darin to Pioneer to head up our accounting group, and are pleased to be gaining the benefit of his extensive industry experience," stated Mr. Sheffield. Mr. Dove has been with Pioneer for the past 10 years serving in various vice president roles with responsibility for international activities and business development and has served as Executive Vice President and CFO since 2000. Prior to joining Pioneer, he was with Diamond Shamrock and its successor, Maxus Energy, serving in various capacities in international exploration and production, marketing, refining, and planning and development. Mr. Dove earned his Bachelor of Science degree in mechanical engineering from Massachusetts Institute of Technology in 1979 and received his M.B.A. from the University of Chicago in 1981. Mr. Dealy joined Pioneer's accounting team in 1992 and was promoted to Vice President and Chief Accounting Officer in 1998 having served as Controller since 1995. He is a Certified Public Accountant, and prior to joining Pioneer, he was with KPMG Peat Marwick. Mr. Dealy graduated with honors from Eastern New Mexico University with a Bachelor of Business Administration degree in Accounting and Finance. Mr. Holderness is also a Certified Public Accountant and joins Pioneer with 18 years of industry accounting experience, most recently as Vice President, Finance and Treasurer of Basic Energy Services, Inc. He joined a predecessor of Pure Resources, Inc. in 1998 as an officer and Assistant Controller and became Vice President and Controller in 2002. He began his professional career with KPMG Peat Marwick in 1986 after graduating from Boise State University with a Bachelor of Business Administration degree in Accounting. 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-----