<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
PIONEER NATURAL RESOURCES COMPANY
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
723787107
(CUSIP NUMBER)
KENNETH A. HERSH
777 MAIN STREET, SUITE 2700
FORT WORTH, TEXAS 76102
(817) 820-6600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
AUGUST 8, 1997
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of the cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
CUSIP NO. 723787107 SCHEDULE 13D
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
DNR-MESA HOLDINGS, L.P.
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization DNR-MESA HOLDINGS, L.P. IS A
LIMITED PARTNERSHIP FORMED UNDER
THE LAWS OF THE STATE OF TEXAS.
- --------------------------------------------------------------------------------
(7) Sole Voting Power 11,370,165(1)
Number of ----------------------------------------------
Shares Bene-
ficially (8) Shared Voting Power 0
Owned by ----------------------------------------------
Each
Reporting (9) Sole Dispositive Power 11,370,165(1)
Person With ----------------------------------------------
(10) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,370,165
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 15.46%(2)
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) PN
- --------------------------------------------------------------------------------
- ----------------------------------
(1) As exercised through its sole general partner, Rainwater, Inc., a Texas
corporation.
(2) Based on the 73,534,767 shares of Common Stock which the Issuer
estimates it is required to issue as of August 8, 1997 as a result of the
Merger.
Page 2
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is common
stock, par value $.01 per share (the "Common Stock"), of Pioneer Natural
Resources Corporation, a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 1400 Williams Square West,
5205 North O'Conner Boulevard, Irving, Texas 75039.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) DNR-MESA Holdings, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of Texas. The Partnership's
principal business address and office is 777 Main Street, Suite 2700, Fort
Worth, Texas 76102. The principal business of the Partnership is the
acquisition, holding, selling, trading, exchanging and other investing in and
dealing with the securities of the Issuer, whether recourse or non-recourse to
the Issuer and without regard to whether such securities are publicly traded,
readily marketable or restricted as to transfer or sale.
Rainwater, Inc., the sole general partner of the Partnership (sometimes
referred to herein as the "General Partner"), is a corporation organized under
the laws of the State of Texas. Rainwater, Inc.'s principal business address
and principal office is 777 Main Street, Suite 2700, Fort Worth, Texas 76102.
The principal business of Rainwater, Inc. is investments. The sole shareholder
of Rainwater, Inc. is Richard E. Rainwater.
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each of the executive
officers and directors of Rainwater, Inc., are set forth below:
<TABLE>
<CAPTION>
Name, Principal Business
and Address of
Organization in which
Name and Capacity in Principal Principal Occupation
Business Address Which Serves Occupation is Conducted
---------------- ------------ ---------- ------------
<S> <C> <C> <C>
Richard E. Rainwater President, Director Personal investment Self-employed
777 Main Street for own account 777 Main Street
Suite 2700 Suite 2700
Fort Worth, Texas 76102 Fort Worth, Texas 76102
Darla D. Moore Vice President, Personal investment Self-employed
777 Main Street Director for own account 777 Main Street
Suite 2700 Suite 2700
Fort Worth, Texas 76102 Fort Worth, Texas 76102
Kenneth A. Hersh Vice President, Chief investment Rainwater, Inc. and GFW
777 Main Street Treasurer and officer for II, L.L.C.
Suite 2700 Secretary, Director Rainwater, Inc. and 777 Main Street
Fort Worth, Texas 76102 manager of related Suite 2700
partnerships Fort Worth, Texas 76102
</TABLE>
The principal business of GFW II, L.L.C. is investments.
Page 3
<PAGE> 4
(d) None of the entities or individuals identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or individuals identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals identified in this Item 2 is a citizen of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnership acquired 11,370,165 shares of Common Stock, as of August
8, 1997, as the result of a transaction in which MESA Inc., a Texas corporation
("Mesa"), was merged into the Issuer and Parker & Parsley Petroleum Company, a
Delaware corporation, was merged into Mesa Operating Co., a subsidiary of the
Issuer (the "Merger"). The Partnership owned 63,672,925 shares of Mesa Series
B 8% Cumulative Convertible Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock"), immediately before the Merger, consisting of the
58,849,557 shares initially acquired in July 1996 for a total purchase price of
$133,000,000 and the shares received as regular quarterly PIK dividends on the
Series B Preferred Stock. Pursuant to the Merger, each seven shares of the
Series B Preferred Stock was converted into the right to receive 1.25 shares of
the Common Stock.
The Partnership used funds obtained from the capital contributions of its
partners to acquire the initial shares of Series B Preferred Stock, of which
Rainwater, Inc., as the sole general partner of the Partnership, provided
$1,330,000 from its existing working capital, and Richard E. Rainwater, in his
capacity as a limited partner, provided $72,670,000, from personal funds, which
included amounts obtained from a personal line of credit which was subsequently
repaid in full by Mr. Rainwater.
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership acquired the securities herein reported for investment
purposes pursuant to the Merger. The shares of Series B Preferred Stock, which
were converted into the securities herein reported, were initially acquired for
investment purposes and as a means to obtain control of Mesa. The right of the
Partnership, as sole holder of the Series B Preferred Stock, to elect a
majority of the members of the board of directors of Mesa terminated upon the
conversion of such shares into Common Stock pursuant to the Merger. Depending
on market conditions, general economic conditions and other factors that each
may deem significant to his or its respective investment decisions, the
Partnership, Rainwater, Inc. and Richard E. Rainwater, may purchase shares of
Common Stock in the open market or in private transactions or may dispose of
all or a portion of the shares of Common Stock that they or any of them may
hereafter acquire provided that such purchases and sales are otherwise made in
compliance with the terms and conditions of any agreements between the Issuer
and the Partnership.
Except as set forth in this Item 4, the reporting person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) though (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Partnership. The Partnership is the beneficial owner of
11,370,165 shares of Common Stock. Based on the 73,534,767 shares of Common
Stock which the Issuer estimates it is required to issue as of August 8, 1997
as a result of the Merger, the Partnership is the beneficial owner of
approximately 15.46% of the outstanding shares of Common Stock.
Page 4
<PAGE> 5
Rainwater, Inc. Rainwater, Inc. may, as the sole general partner
of the Partnership, be deemed to be the beneficial owner of all 11,370,165
shares of Common Stock beneficially owned by the Partnership which constitute
approximately 15.46% of the outstanding shares of Common Stock.
Richard E. Rainwater. Richard E. Rainwater may, as sole
shareholder of Rainwater, Inc., be deemed to be the beneficial owner of all
11,370,165 shares of Common Stock beneficially owned by the Partnership which
constitute approximately 15.46% of the outstanding shares of Common Stock.
(b) The Partnership. Through Rainwater, Inc., its general partner, the
Partnership has the sole power (and no shared power) to vote or direct the vote
or to dispose or direct the disposition of 11,370,165 shares of Common Stock.
Rainwater, Inc. As the sole general partner of the Partnership,
Rainwater, Inc. has the sole power (and no shared power) to vote or direct the
vote or to dispose or direct the disposition of 11,370,165 shares of Common
Stock.
Richard E. Rainwater. As the sole shareholder of Rainwater, Inc.,
Richard E. Rainwater has the sole power (and no shared power) to vote or direct
the vote or dispose or direct the disposition of 11,370,165 shares of Common
Stock.
(c) Except as otherwise described herein or in any Exhibit filed
herewith, none of the persons named in response to paragraph (a) above has
effected any transaction in shares of the Common Stock during the past 60 days.
(d) No person other than the Partnership, Rainwater, Inc. and Richard
E. Rainwater has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
deemed to be beneficially owned by them.
(e) It is inapplicable for the purposes herein to state the date on
which the Partnership, Rainwater, Inc. and Richard E. Rainwater cease to be the
owners of more than five percent (5%) of the shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
The business of the Partnership as set forth in the Amended and Restated
Agreement of Limited Partnership of the Partnership dated as of November 8,
1996 (the "Partnership Agreement'), includes the acquisition and disposition of
securities of Mesa (which by virtue of the Merger have been converted to
securities of the Issuer), exercising all rights, powers, privileges and other
incidents of ownership or possession with respect to the securities held or
owned by the Partnership, providing continuing analysis and consulting
assistance to the Issuer during the course of the Partnership's investment and
doing all other acts and things necessary, incidental or convenient to carry on
the Partnership business as contemplated. Rainwater, Inc., as sole general
partner, has full power and authority to do all things deemed necessary or
desirable by it to conduct the business of the Partnership in the name of the
Partnership, including, without limitation, the exercise of all rights, power,
privileges and other incidents of ownership or possession with respect to
securities held or owned by the Partnership, including in particular, the
exercise of all voting rights with respect to such securities. Reference is
made to the complete text of the Partnership Agreement, which is incorporated
by reference in Exhibit 10.1.
The Partnership and Mesa entered into a Registration Rights Agreement,
dated July 2, 1996 ("Registration Rights Agreement"), which is binding on the
Issuer, as successor in interest to Mesa. The
Page 5
<PAGE> 6
Registration Rights Agreement provides that the holders of at least a majority
of the "Registrable Securities" (as defined therein), which includes the shares
of Common Stock issued to the Partnership in connection with the Merger, may at
any time (subject to customary "black-out" periods) require the Issuer to
effect the registration of such securities under the Securities Act of 1933
(the "Act") by means of a "shelf" registration statement for an offering to be
made on a continuous basis under the Act. Subject to certain limitations, the
Registration Rights Agreement also provides certain "piggyback" registration
rights to the holders of Registrable Securities whenever the Issuer proposes to
register an offering of any of its capital stock under the Act (including on
behalf of other stockholders of the Issuer) subject to certain exceptions,
including pro rata reduction if, in the reasonable opinion of the managing
underwriter(s) of the offering, such a reduction is necessary to prevent an
adverse effect on the marketability of the offering. The Registration Rights
Agreement also contains customary provisions regarding the payment of expenses
by the Issuer and mutual indemnification agreements between the Issuer and the
holders of the Registrable Securities for certain securities law violations.
Reference is made to the complete text of the Registration Rights Agreement,
which is incorporated by reference in Exhibit 10.2.
The Partnership entered into a letter agreement with Parker & Parsley
Petroleum Company dated April 6, 1997, which continues to remain in effect
between the Partnership and the Issuer, as successor in interest to Parker &
Parsley Petroleum Company. Pursuant to this agreement, the Partnership agreed
that prior to April 6, 1998, the Partnership will not, without the prior
written consent of the Issuer, dispose of any shares of the Common Stock
received in exchange for the Series B Preferred Stock in connection with the
Merger, other than transfers of such securities by the Partnership to its
partners which are permitted under certain circumstances. In addition, the
Partnership agreed that if within the 90-day period following the closing of
the Merger (which closing was August 8, 1997), the Issuer shall file a
registration statement with the Securities and Exchange Commission pertaining
to the issuance and sale of Common Stock for its own account, the Partnership
will upon the written request of the Issuer and the managing underwriter for
such offering enter into an agreement not to make transfers of the shares of
Common Stock for a certain period of time following such offering, not to
exceed 180 days. Reference is made to the complete text of the Registration
Rights Agreement, which is incorporated by reference in Exhibit 10.3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.1 - Amended and Restated Agreement of Limited Partnership of DNR-
MESA Holdings, L.P., dated as of November 8, 1996 (incorporated
herein by reference to Exhibit 10.1 to the Schedule 13D/A
(Amendment No. 1) of DNR-MESA Holdings, L.P. filed with the
Securities and Exchange Commission on November 27, 1996
regarding the common stock of Mesa).
Exhibit 10.2 - Registration Rights Agreement dated July 2, 1996 between DNR-
MESA Holdings, L.P. and MESA Inc. (incorporated herein by
reference to Exhibit 10.1 to the Schedule 13D of DNR-MESA
Holdings, L.P. filed with the Securities and Exchange Commission
on July 11, 1996 regarding the common stock of Mesa, which
includes the form of Registration Rights Agreement as Exhibit B
to the Stock Purchase Agreement).
Exhibit 10.3 - Letter Agreement dated April 6, 1997 between DNR-MESA Holdings,
L.P. and Parker & Parsley Petroleum Company (incorporated herein
by reference to Exhibit 10.5 to the Schedule 13D/A (Amendment
No. 2) of DNR-MESA Holdings, L.P. filed with the Securities and
Exchange Commission on April 14, 1997 regarding the common stock
of Mesa).
Page 6
<PAGE> 7
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 15, 1997 DNR-MESA HOLDINGS, L.P.
By: Rainwater, Inc., its Sole General Partner
By: /s/ Kenneth A. Hersh
--------------------------------------
Kenneth A. Hersh, Vice President
Page 7
