-----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, U4TZlwG/ZRzQf8xOJlWS2qma6abUs0LJI3RLZN3kB+F2MPM7K5rHCheJk+xm0Ewr xt0P3q9JYE82xROcevy/WA== 0000950134-02-004169.txt : 20020425 0000950134-02-004169.hdr.sgml : 20020425 ACCESSION NUMBER: 0000950134-02-004169 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020425 EFFECTIVENESS DATE: 20020425 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-86944 FILM NUMBER: 02620684 BUSINESS ADDRESS: STREET 1: 1400 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724449001 MAIL ADDRESS: STREET 1: 1400 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER NATURAL RESOURCES USA INC CENTRAL INDEX KEY: 0000846920 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752516853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-86944-01 FILM NUMBER: 02620685 BUSINESS ADDRESS: STREET 1: 5205 NORTH O CONNOR BOULEVARD STREET 2: 1400 WILLIAMS SQUARE WEST CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9156834768 MAIL ADDRESS: STREET 1: 5205 NORTH OCONNOR BOULEVARD STREET 2: 1400 WILLIAMS SQUARE WEST CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: MESA OPERATING CO DATE OF NAME CHANGE: 19940113 FORMER COMPANY: FORMER CONFORMED NAME: MESA OPERATING LIMITED PARNERSHIP DATE OF NAME CHANGE: 19940113 S-3MEF 1 d96296s-3mef.txt FORM S-3 REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2002. REGISTRATION NO. 333- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- PIONEER NATURAL RESOURCES COMPANY PIONEER NATURAL RESOURCES USA, INC. (Exact name of registrants as specified in their charters) Delaware 75-2702753 Delaware 75-2516853 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 5205 NORTH O'CONNOR BLVD., SUITE 1400 IRVING, TEXAS 75039 (972) 444-9001 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) ---------- SCOTT D. SHEFFIELD PRESIDENT AND CHIEF EXECUTIVE OFFICER PIONEER NATURAL RESOURCES COMPANY 5205 NORTH O'CONNOR BLVD., SUITE 1400 IRVING, TEXAS 75039 (972) 444-9001 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- COPIES TO: MARK L. WITHROW ROBERT L. KIMBALL EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL VINSON & ELKINS L.L.P. PIONEER NATURAL RESOURCES COMPANY 3700 TRAMMELL CROW CENTER 5205 NORTH O'CONNOR BLVD., SUITE 1400 2001 ROSS AVENUE IRVING, TEXAS 75039 DALLAS, TEXAS 75201 (972) 444-9001 (214) 220-7700 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: April 25, 2002 If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-42315 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED PROPOSED CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED (1) PRICE PER UNIT (1) OFFERING PRICE (2) REGISTRATION FEE ------------------- -------------- ------------------ ------------------ ---------------- Debt securities Guarantees of debt securities Total $25,550,000 $2,350.60 =========== =========
- ---------- (1) Not required to be included in accordance with Rule 457(o). (2) The registrants estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933. EXPLANATORY NOTE This registration statement is being filed to register an additional $25,550,000 of the debt securities of Pioneer Natural Resources Company, a Delaware corporation, and guarantee of Pioneer Natural Resources USA, Inc., a Delaware corporation, described on the cover page of this registration statement pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the registration statement on Form S-3 (Registration No. 333-42315) filed by Pioneer Natural Resources Company and Pioneer Natural Resources USA, Inc. with the Securities and Exchange Commission on December 15, 1997, as amended by amendment no. 1 thereto filed on January 5, 1998, which was declared effective on January 7, 1998, are incorporated in this registration statement by reference. The required opinions and consents are listed on an index to exhibits attached hereto and filed herewith. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Irving, Texas, on April 25, 2002. PIONEER NATURAL RESOURCES COMPANY By: /s/ Scott D. Sheffield ------------------------------------------ Scott D. Sheffield Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Chairman of the Board of Directors, President and Chief Executive April 25, 2002 /s/ Scott D. Sheffield Officer (principal executive officer) - --------------------------------------- Scott D. Sheffield Executive Vice President and Chief Financial Officer (principal /s/ Timothy L. Dove financial officer) April 25, 2002 - --------------------------------------- Timothy L. Dove Vice President and Chief Accounting Officer (principal accounting /s/ Richard P. Dealy officer) April 25, 2002 - --------------------------------------- Richard P. Dealy Director April 25, 2002 - --------------------------------------- James R. Baroffio * Director April 25 , 2002 - --------------------------------------- R. Hartwell Gardner * Director April 25, 2002 - --------------------------------------- James L. Houghton * Director April 25, 2002 - --------------------------------------- Jerry P. Jones * Director April 25, 2002 - --------------------------------------- Charles E. Ramsey, Jr.
*By: /s/ Mark L. Withrow ---------------------------------- Mark L. Withrow Attorney-in-Fact 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Irving, Texas, on April 25, 2002. PIONEER NATURAL RESOURCES USA, INC. By: /s/ Scott D. Sheffield ------------------------------------------ Scott D. Sheffield President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- President (principal executive April 25, 2002 /s/ Scott D. Sheffield officer) - --------------------------------------- Scott D. Sheffield Director, Executive Vice President and Chief Financial Officer /s/ Timothy L. Dove (principal financial officer) April 25, 2002 - --------------------------------------- Timothy L. Dove Vice President and Chief Accounting Officer (principal accounting /s/ Richard P. Dealy officer) April 25, 2002 - --------------------------------------- Richard P. Dealy Director April 25, 2002 - --------------------------------------- Dennis E. Fagerstone /s/ Mark L. Withrow Director April 25, 2002 - --------------------------------------- Mark L. Withrow /s/ Danny L. Kellum Director April 25, 2002 - --------------------------------------- Danny L. Kellum
3 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities to be registered 23.1 Consent of Ernst & Young LLP 23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration statement) 24.1 Powers of Attorney for Pioneer Natural Resources Company (incorporated by reference to the registrants' registration statement on Form S-3 (no. 333-42315)) 24.2 Powers of Attorney for Pioneer Natural Resources USA, Inc. (incorporated by reference to the registrants' registration statement on Form S-3 (no. 333-42315))
EX-5.1 3 d96296ex5-1.txt OPINION OF VINSON & ELKINS L.L.P. EXHIBIT 5.1 VINSON & ELKINS L.L.P. 3700 TRAMMELL CROW CENTER 2001 ROSS AVENUE [LOGO] DALLAS, TEXAS 75201-2975 TELEPHONE (214)220-7700 FAX (214)220-7716 www.velaw.com April 25, 2002 Pioneer Natural Resources Company Pioneer Natural Resources USA, Inc. 5205 North O'Connor Blvd., Suite 1400 Irving, Texas 75039 Ladies and Gentlemen: We have acted as counsel for Pioneer Natural Resources Company, a Delaware corporation (the "Company"), and Pioneer Natural Resources USA, Inc., a Delaware corporation (the "Subsidiary Guarantor"), in connection with the preparation of the abbreviated registration statement on Form S-3 (the "Registration Statement") filed on the date hereof with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 (the "Securities Act"), with respect to the offer and sale (a) by the Company of unsecured debt securities (the "Debt Securities") and (b) by the Subsidiary Guarantor of guarantees of the obligations of the Company under the Debt Securities (the "Guarantees"). The aggregate initial offering prices of the Debt Securities offered by the Company pursuant to the Registration Statement to which this opinion is an exhibit will not exceed $25,550,000. The term "Securities" refers collectively to the Debt Securities to be offered by the Company and the Guarantees offered by the Subsidiary Guarantor. The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and to be set forth in a supplement to the Prospectus ("Prospectus Supplement") contained in or incorporated by reference into the Registration Statement. Before rendering our opinions hereinafter set forth, we examined such certificates, instruments and documents, and we reviewed such questions of law, as we considered appropriate. In connection with this opinion, we have assumed: (i) the Registration Statement has become effective; (ii) a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby; (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (iv) the indenture governing the Debt Securities has been duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (v) the indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; and (vi) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto. Based upon the foregoing, we are of the opinion that: (i) When the terms of any Debt Securities and of their issuance and sale have been duly established in conformity with the indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Debt Securities have been duly executed and authenticated in accordance with such indenture and issued and sold as contemplated in the Registration Statement, such Debt Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and to general equitable principles, and any shares of Common Stock issued upon conversion of any such Debt Securities in accordance with the terms of the indenture will be duly authorized, validly issued, fully paid and nonassessable. (ii) When (a) the board of directors of the Subsidiary Guarantor (or a duly authorized committee thereof) has taken all necessary action to approve the issuance and terms of any Guarantee, (b) the terms of such Guarantee have been duly established in conformity with the indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Subsidiary Guarantor and so as to comply with any requirements or restriction imposed by any court or governmental body having jurisdiction over the Subsidiary Guarantor, and (c) the Debt Securities relating to such Guarantee have been issued and sold as contemplated in the Registration Statement, such Guarantee will constitute a valid and legally binding obligation of the Subsidiary Guarantor, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and to general equitable principles. This opinion is limited in all respects to the laws of the States of Delaware and Texas and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. We express no opinion as to any matter other than as expressly set forth above, and no opinion, other than the opinion given herein, may be inferred or implied herefrom. This opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise the Company or anyone else of any change in any matter set forth herein. Very truly yours, /s/ Vinson & Elkins L.L.P. EX-23.1 4 d96296ex23-1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-3) and related Prospectus of Pioneer Natural Resources Company ("Pioneer") and Pioneer Natural Resources USA, Inc. of our report dated January 25, 2002, with respect to the consolidated financial statements of Pioneer included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Dallas, Texas April 25, 2002 -----END PRIVACY-ENHANCED MESSAGE-----