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))