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): September 30, 2004
Pioneer Natural Resources Company
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(Exact name of Registrant as specified in its charter)
Delaware 1-13245 75-2702753
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(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
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(Address of principal executive offices) (Zip Code)
(972) 444-9001
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(Registrant's telephone number, including area code)
Not applicable
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(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 1.01. Entry into a Material Definitive Agreement............. 3
Item 9.01. Financial Statements and Exhibits
(c) Exhibits......................................... 3
Signature.......................................................... 4
Exhibit Index...................................................... 5
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PIONEER NATURAL RESOURCES COMPANY
Item 1.01. Entry into a Material Definitive Agreement
On September 30, 2004, Pioneer Natural Resources Company (the "Company")
issued: (i) the Third Supplemental Indenture dated September 30, 2004 with
respect to the Evergreen Resources, Inc. ("Evergreen") indenture dated December
18, 2001, relating to the 4.75% Senior Convertible Notes due 2021 (the "4.75%
Notes"), that is attached hereto as exhibit 4.1, (ii) the Fourth Supplemental
Indenture dated September 30, 2004 with respect to Evergreen's indenture dated
December 18, 2001, relating to the 4.75% Notes, that is attached hereto as
exhibit 4.2, (iii) the Second Supplemental Indenture dated September 30, 2004
with respect to Evergreen's indenture dated March 10, 2004, relating to the
5.875% Senior Subordinated Notes due 2012 (the "5.875% Notes"), that is attached
hereto as exhibit 4.3 and (iv) the Third Supplemental Indenture dated September
30, 2004 with respect to Evergreen's indenture dated March 10, 2004, relating to
the 5.875% Notes, that is attached hereto as exhibit 4.4. The 4.75% Notes and
the 5.875% Notes were assumed by the Company in conjunction with the Evergreen
merger on September 28, 2004.
On November 1, 2004, the Company issued the Fourth Supplemental Indentur
dated November 1, 2004 with respect to Evergreen's indenture dated March 10,
2004, relating to the 5.875% Notes, that is attached hereto as exhibit 4.5.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
4.1 Third Supplemental Indenture dated as of September 30, 2004,
among the Company, Pioneer Debt Sub, LLC and Wachovia Bank,
National Association (as successor to First Union National
Bank), as trustee, with respect to the indenture dated as of
December 18, 2001, among Evergreen and First Union Bank, as
trustee, relating to the 4.75% Notes.
4.2 Fourth Supplemental Indenture dated as of September 30, 2004,
among the Company and Wachovia Bank, National Association (as
successor to First Union National Bank), as trustee, with
respect to the indenture identified dated as of December 18,
2001, among Evergreen and First Union Bank, as trustee,
relating to the 4.75% Notes.
4.3 Second Supplemental Indenture dated as of September 30, 2004,
among Pioneer Debt Sub, LLC and Wachovia Bank, National
Association, as trustee, with respect to the indenture dated
as of March 10, 2004, among Evergreen and Wachovia Bank,
National Association, as trustee, relating to the 5.875%
Notes.
4.4 Third Supplemental Indenture dated as of September 30, 2004,
among the Company and Wachovia Bank, National Association, as
trustee, with respect to the indenture dated as of March 10,
2004, among Evergreen and Wachovia Bank, National Association,
as trustee, relating to the 5.875% Notes.
4.5 Fourth Supplemental Indenture dated as of November 1, 2004,
among the Company, Pioneer Natural Resources USA, Inc., as
guarantor, and Wachovia Bank, National Association, as
trustee, with respect to the indenture dated as of March 10,
2004, among Evergreen and Wachovia Bank, National Association,
as trustee, relating to the 5.875% Notes.
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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 4, 2004 By: /s/ Richard P. Dealy
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Richard P. Dealy
Vice President and Chief Accounting Officer
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PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
Exhibit No. Description
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4.1(a) Third Supplemental Indenture dated as of September 30, 2004,
among the Company, Pioneer Debt Sub, LLC and Wachovia Bank,
National Association (as successor to First Union National
Bank), as trustee, with respect to the indenture dated as of
December 18, 2001, among Evergreen and First Union Bank, as
trustee, relating to the 4.75% Notes.
4.2(a) Fourth Supplemental Indenture dated as of September 30,
2004, among the Company and Wachovia Bank, National
Association (as successor to First Union National Bank), as
trustee, with respect t o the indenture identified dated as
of December 18 2001, among Evergreen and First Union Bank,
as trustee, relating to the 4.75% Notes.
4.3(a) Second Supplemental Indenture dated as of September 30,
2004, among Pioneer Debt Sub, LLC and Wachovia Bank,
National Association, as trustee, with respect to the
indenture dated as of March 10, 2004, among Evergreen and
Wachovia Bank, National Association, as trustee, relating to
the 5.875% Notes.
4.4(a) Third Supplemental Indenture dated as of September 30, 2004,
among the Company and Wachovia Bank, National Association,
as trustee, with respect to the indenture dated as of March
10, 2004, among Evergreen and Wachovia Bank, National
Association, as trustee, relating to the 5.875% Notes.
4.5(a) Fourth Supplemental Indenture dated as of November 1, 2004,
among the Company, Pioneer Natural Resources USA, Inc., as
guarantor, and Wachovia Bank, National Association, as
trustee, with respect to the indenture dated as of March 10,
2004, among Evergreen and Wachovia Bank, National
Association, as trustee, relating to the 5.875% Notes.
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(a) filed herewith
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