-----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, N7NypRLAfS+MtXVMAxuynn2d55BwLtKBOfzQgPkroepr1FsS4eA7xAEa3zPqGNEg 8WXdQcQhAUNhYrIyHyMbfw== 0001038357-06-000002.txt : 20060120 0001038357-06-000002.hdr.sgml : 20060120 20060120123717 ACCESSION NUMBER: 0001038357-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060116 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 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: 06540057 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 jan16arg8k.txt PIONEER 1/16/06 FORM 8-K - ARGENTINA 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): January 16, 2006 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........................ 3 (d) Exhibits........................................... 3 Signature............................................................ 4 Exhibit Index........................................................ 5 2 PIONEER NATURAL RESOURCES COMPANY Item 8.01. Other Events On January 16, 2006, Pioneer Natural Resources Company ("Pioneer") and its subsidiaries (collectively, the "Company") entered into Stock Purchase Agreements and related agreements with Apache Corporation and its subsidiaries (collectively, "Apache"), as a result of which Apache will purchase all of Pioneer's Argentine operations and assets for cash proceeds of approximately US$675 million. Some of the properties, most important the assets in Tierra del Fuego, are subject to rights of first refusal. In addition to normal closing conditions, Pioneer's sale of its Neuquen basin assets and operations is conditioned on the completion of the sale of Tierra del Fuego either to Apache or to the holders of the rights of first refusal. The transaction is expected to close during the first quarter or early second quarter of 2006. Item 9.01. Financial Statements and Exhibits (d) Exhibits 99.1 News Release dated January 17, 2006. 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: January 20, 2006 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 January 17, 2006. - ------------- (a) filed herewith 5 EX-99 2 jan16argx991.txt PIONEER 1/16/06 FORM 8-K - ARGENTINA EXH. 99.1 EXHIBIT 99.1 NEWS RELEASE Company Contacts: Investors: Frank Hopkins or Chris Paulsen Media and Public Affairs: Susan Spratlen (972) 444-9001 Pioneer Announces Sale of Argentina Operations for $675 Million Dallas, Texas, January 17, 2006 -- Pioneer Natural Resources Company (NYSE:PXD) announced today that the Company has entered into a purchase and sale agreement with Apache Corporation (NYSE:APA) to sell all of Pioneer's operations in Argentina for cash proceeds of approximately $675 million. The transaction, which broadens Pioneer's previously announced plan to divest its non-operated Tierra del Fuego assets in southern Argentina, is expected to close during the first quarter or early second quarter. The agreement is subject to customary closing conditions. Pioneer expects to utilize the proceeds from the divestiture to reduce short-term debt. Production from the Argentina assets was approximately 32,500 barrels of oil equivalent per day during 2005 and was expected to contribute a similar level in 2006. As of January 1, 2006, the properties' net proved reserves were estimated to be approximately 101 million barrels of oil equivalent. "The sale of our Argentina assets is consistent with the strategic initiatives announced last September to deliver enhanced value to our shareholders," said Scott D. Sheffield, Chairman and CEO. "It will allow us to reallocate capital to high-return North America development opportunities." Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, with operations in the United States, Canada and Africa. 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 which 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, government regulation or action, third party approvals, international operations and associated international political and economic instability, litigation, the costs and results of drilling and operations, availability of drilling equipment, Pioneer's ability to 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-----