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 21, 2005
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 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant........................................... 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 January 21, 2005, Pioneer Natural Resources Company (the "Company") as
the Borrower; JPMorgan Chase Bank as the Administrative Agent; JPMorgan Chase
Bank and Bank of America, N.A., as the Issuing Banks; Wachovia Bank, National
Association as the Syndication Agent; Bank of America, N.A., Bank One, N.A.,
Fleet National Bank and Wells Fargo Bank, National Association, as the
Co-Documentation Agents; J.P. Morgan Securities Inc. and Wachovia Capital
Markets, LLC, as the Co-Arrangers and Joint Bookrunners; and certain other
lenders entered into a Second Amendment, dated as of January 21, 2005 (the
"Second Amendment"), to the Company's $700 million 5-Year Revolving Credit
Agreement dated as of December 16, 2003 (the "Credit Agreement"). The Second
Amendment amends Sections 1.01, 6.01 and 6.02 of the Credit Agreement and is
attached hereto as Exhibit 99.1.
Also on January 21, 2005, the Company as the Borrower; JPMorgan Chase Bank
as the Administrative Agent; Bank of America, N.A., Barclays Bank PLC, Wells
Fargo Bank, National Association and Wachovia Bank, National Association, as the
Co-Documentation Agents; J.P. Morgan Securities Inc. as the Lead Arranger and
Sole Bookrunner; and certain other lenders entered into a First Amendment dated
as of January 21, 2005 (the "First Amendment"), to the Company's $900 million
364-Day Credit Agreement, dated as of September 28, 2004 (the "364-Day Credit
Agreement"). The First Amendment amends Sections 1.01, 6.01 and 6.02 of the
364-Day Credit Agreement and is attached hereto as Exhibit 99.2.
Many of the parties to the First Amendment and the Second Amendment are
also counterparties to the Company's derivative hedge instruments.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described above under "Item 1.01 Entry into a Material
Definitive Agreement" is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Second Amendment to 5-Year Revolving Credit Agreement dated
as of January 21, 2005 among the Company, as the Borrower;
JPMorgan Chase Bank as the Administrative Agent; JPMorgan
Chase Bank and Bank of America, N.A., as the Issuing Banks;
Wachovia Bank, National Association as the Syndication
Agent; Bank of America, N.A., Bank One, N.A., Fleet National
Bank and Wells Fargo Bank, National Association, as the Co-
Documentation Agents; J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC, as the Co-Arrangers and Joint
Bookrunners; and certain other lenders.
99.2 First Amendment to 364-Day Credit Agreement dated as of
January 21, 2005 among the Company, as the Borrower;
JPMorgan Chase Bank as the Administrative Agent; Bank of
America, N.A., Barclays Bank PLC, Wells Fargo Bank, National
Association and Wachovia Bank, National Association as the
Co-Documentation Agents; J.P. Morgan Securities Inc. as the
Lead Arranger and Sole Bookrunner; and certain other
lenders.
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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: January 27, 2005 By: /s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief Accounting Officer
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PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
Exhibit No. Description
99.1(a) Second Amendment to 5-Year Revolving Credit Agreement
dated as of January 21, 2005 among the Company, as the
Borrower; JPMorgan Chase Bank as the Administrative
Agent; JPMorgan Chase Bank and Bank of America, N.A., as
the Issuing Banks; Wachovia Bank, National Association
as the Syndication Agent; Bank of America, N.A., Bank
One, N.A., Fleet National Bank and Wells Fargo Bank,
National Association, as the Co-Documentation Agents;
J.P. Morgan Securities Inc. and Wachovia Capital
Markets, LLC, as the Co-Arrangers and Joint Bookrunners;
and certain other lenders.
99.2(a) First Amendment to 364-Day Credit Agreement dated as of
January 21, 2005 among the Company, as the Borrower;
JPMorgan Chase Bank as the Administrative Agent; Bank of
America, N.A., Barclays Bank PLC, Wells Fargo Bank,
National Association and Wachovia Bank, National
Association as the Co-Documentation Agents; J.P. Morgan
Securities Inc. as the Lead Arranger and Sole
Bookrunner; and certain other lenders.
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(a) filed herewith
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