8-K 1 jun018k.txt PIONEER 6/1/05 FORM 8-K CANADA 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): June 1, 2005 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 7.01. Regulation FD Disclosure........................... 3 Item 9.01. Financial Statements and Exhibits (c) Exhibits..................................... 3 Signature...................................................... 4 Exhibit Index.................................................. 5 2 PIONEER NATURAL RESOURCES COMPANY Item 7.01. Regulation FD Disclosure On June 1, 2005, 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 its Canadian subsidiary has closed the sale of its Martin Creek, Conroy Black and Lookout Butte oil and gas properties for proceeds after closing adjustments of approximately $199 million. The Company also announced that it expects to recognize an after-tax gain associated with the Canadian asset sale of approximately $75 million to $80 million based on its intent to create a repatriation plan that qualifies for the provisions of the American Jobs Creation Act of 2004. In accordance with the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company will report the results of operations of the Canadian properties sold, including the gain on disposition, as discontinued operations in its second quarter results. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 News Release dated June 1, 2005. 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: June 2, 2005 By: /s/ Darin G. Holderness ------------------------------------------- Darin G. Holderness Vice President and Chief Accounting Officer 4 PIONEER NATURAL RESOURCES COMPANY EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1(a) News Release dated June 1, 2005. ------------- (a) filed herewith 5