UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
/ x / Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______ to ________
Commission File No. 333-26951
PIONEER NATURAL RESOURCES COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 75-2702753
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1400 Williams Square West, 5205 N. O'Connor Blvd., Irving, Texas 75039
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code : (972) 444-9001
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes / x / No / /
Number of shares of Common Stock outstanding
as of August 1, 1997..................................................... 100
Page 1 of 9 pages.
Exhibit index on page 9
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PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 1997 ......................... 3
Statement of Cash Flows for the six months
ended June 30, 1997........................................ 4
Notes to Financial Statements................................ 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................. 7
Signatures................................................... 8
Exhibit Index................................................ 9
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PIONEER NATURAL RESOURCES COMPANY
BALANCE SHEET
June 30,
1997
-----------
(Unaudited)
ASSETS
Cash and cash equivalents $ 1,000
==========
STOCKHOLDER'S EQUITY
Stockholder's equity:
Preferred stock, $.01 par value; 100,000,000 shares
authorized; none issued and outstanding $ -
Common stock, $.01 par value; 500,000,000 shares
authorized; 100 shares issued and outstanding at
June 30, 1997 1
Additional paid-in capital 999
----------
$ 1,000
==========
The financial information included as of June 30, 1997 has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these
financial statements.
3
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
STATEMENT OF CASH FLOWS
(Unaudited)
Six months ended
June 30, 1997
----------------
Cash flows from financing activities:
Issuance of common stock $ 1,000
--------
Cash and cash equivalents, end of period $ 1,000
========
The financial information included herein has been prepared by
management without audit by independent public accountants.
The accompanying notes are an integral part of these
financial statements.
4
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
NOTE A. Organization and Nature of Operations
Pioneer Natural Resources Company (the "Company"), a Delaware corporation, was
formed in order to complete the merger proposed by and between Parker & Parsley
Petroleum Company ("Parker & Parsley") and Mesa Inc. ("Mesa"). The Company was
originally created as a wholly-owned subsidiary of Mesa, a Texas corporation,
the purpose of which was to allow Mesa to reincorporate into a Delaware
corporation and to accomplish the merger with Parker & Parsley. Both Parker &
Parsley and Mesa are oil and gas exploration and production concerns with
ownership interests in oil and gas properties located principally in the
MidContinent, Southwestern and onshore and offshore Gulf Coast regions of the
United States, and with limited international interests. During the six months
ended June 30, 1997, the transactions of the Company consisted solely of the
single stock issuance related to the capitalization of the Company.
NOTE B. Subsequent Event
On April 6, 1997, Parker & Parsley and Mesa entered into an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement") which was approved by the
stockholders of both companies on August 7, 1997 by a majority vote of 76% by
Parker & Parsley stockholders and 71%, 58%, and 100% by holders of Mesa common
stock, Mesa Series A Preferred Stock and Mesa Series B Preferred Stock,
respectively. The Merger Agreement provided for (i) the merger of Mesa with and
into the Company, a wholly-owned subsidiary of Mesa, as a result of which Mesa,
which is a Texas corporation, reincorporated into Delaware and (ii) the merger
of Parker & Parsley with and into Mesa Operating Co., a wholly-owned subsidiary
of Mesa. In accordance with the Merger Agreement, (i) holders of Parker &
Parsley common stock received one share of Company common stock for each share
held; (ii) holders of Mesa common stock received one share of Company common
stock for every seven shares held; and (iii) holders of Mesa Series A 8%
Cumulative Convertible Preferred Stock and Mesa Series B 8% Cumulative
Convertible Preferred Stock received 1.25 shares of Pioneer common stock for
every seven shares held. No fractional shares were issued.
In accordance with the provisions of Accounting Principles Board No. 16,
"Business Combinations", the merger has been accounted for as a purchase of Mesa
by Parker & Parsley. As a result, after the merger is completed, the historical
financial statements for the Company will be those of Parker & Parsley, and the
Company's financial statements will present the addition of Mesa's assets and
liabilities as an acquisition by Parker & Parsley. The aggregate purchase
consideration related to the assets and liabilities of Mesa, including estimated
nonrecurring merger transaction costs, is $985.9 million.
5
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Pioneer Natural Resources Company (the "Company"), a Delaware corporation, was
formed in order to complete the merger proposed by and between Parker & Parsley
Petroleum Company ("Parker & Parsley") and Mesa Inc. ("Mesa"). The Company was
originally created as a wholly-owned subsidiary of Mesa, a Texas corporation,
the purpose of which was to allow Mesa to reincorporate into a Delaware
corporation and to accomplish the merger with Parker & Parsley. Both Parker &
Parsley and Mesa are oil and gas exploration and production concerns with
ownership interests in oil and gas properties located principally in the
MidContinent, Southwestern and onshore and offshore Gulf Coast regions of the
United States, and with limited international interests. During the six months
ended June 30, 1997, the transactions of the Company consisted solely of the
single stock issuance related to the capitalization of the company, and such
results, as reflected in the accompanying financial statements, are not
indicative of the future results of the Company.
On April 6, 1997, Parker & Parsley and Mesa entered into an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement") which was approved by the
stockholders of both companies on August 7, 1997 by a majority vote of 76% by
Parker & Parsley stockholders and 71%, 58%, and 100% by holders of Mesa common
stock, Mesa Series A Preferred Stock and Mesa Series B Preferred Stock,
respectively. The Merger Agreement provided for (i) the merger of Mesa with and
into the Company, a wholly-owned subsidiary of Mesa, as a result of which Mesa,
which is a Texas corporation, reincorporated into Delaware and (ii) the merger
of Parker & Parsley with and into Mesa Operating Co., a wholly-owned subsidiary
of Mesa. In accordance with the Merger Agreement, (i) holders of Parker &
Parsley common stock received one share of Company common stock for each share
held; (ii) holders of Mesa common stock received one share of Company common
stock for every seven shares held; and (iii) holders of Mesa Series A 8%
Cumulative Convertible Preferred Stock and Mesa Series B 8% Cumulative
Convertible Preferred Stock received 1.25 shares of Company common stock for
every seven shares held. No fractional shares were issued.
In accordance with the provisions of Accounting Principles Board No. 16,
"Business Combinations", the merger has been accounted for as a purchase of Mesa
by Parker & Parsley. As a result, after the merger is completed, the historical
financial statements for the Company will be those of Parker & Parsley, and the
Company's financial statements will present the addition of Mesa's assets and
liabilities as an acquisition by Parker & Parsley. The aggregate purchase
consideration related to the assets and liabilities of Mesa, including estimated
nonrecurring merger transaction costs, is $985.9 million.
6
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits
2.1 Amended and Restated Agreement and Plan of Merger dated as of April 6,
1997, by and between among Mesa Inc., Mesa Operating Co., MXP
Reincorporation Corp. and Parker & Parsley Petroleum Company
(incorporated by reference to Exhibit 2.1 to Pioneer's Form S-4 dated
June 27, 1997, Registration No. 333-26951).
3.1 Amended and Restated Certificate of Incorporation of Pioneer Natural
Resources Company (incorporated by reference to Exhibit 3.1 to
Pioneer's Form S-4 dated June 27, 1997, Registration No. 333-26951).
3.2 Amended and Restated Bylaws of Pioneer Natural Resources Company as
adopted June 24, 1997 (incorporated by reference to Exhibit 3.2 to
Pioneer's Form S-4 dated June 27, 1997, Registration No. 333-26951).
4.1 Specimen Stock Certificate for the Common Stock of Pioneer Natural
Resources Company (incorporated by reference to Exhibit 4.1 to
Pioneer's Form S-4 dated June 27, 1997, Registration No. 333-26951).
4.2 Certificate of Designations of Series A 8% Cumulative Convertible
Preferred Stock of Pioneer Natural Resources Company (incorporated by
reference to Exhibit 4.2 to Pioneer's Form S-4 dated June 27, 1997,
Registration No.
333-26951).
4.3 Specimen Stock Certificate for the Series A 8% Cumulative Convertible
Preferred Stock of Pioneer Natural Resources Company (incorporated by
reference to Exhibit 4.3 to Pioneer's Form S-4 dated June 27, 1997,
Registration No. 333-26951).
4.4 Form of Certificate of Designations of Series B Convertible Preferred
Stock of Pioneer Natural Resources Company (incorporated by reference
to Exhibit 4.4 to Pioneer's Form S-4 dated June 27, 1997, Registration
No.
333-26951).
4.5 Specimen Stock Certificate for the Series B Convertible Preferred Stock
of Pioneer Natural Resources Company (incorporated by reference to
Exhibit 4.5 to Pioneer's Form S-4 dated June 27, 1997, Registration No.
333-26951).
27. Financial Data Schedule
Reports on Form 8-K
None
7
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
S I G N A T U R E S
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 thereto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
Date: August 14, 1997 By: /s/ Scott D. Sheffield
-------------------------------------
Scott D. Sheffield
President and Chief Executive Officer
8
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
Exhibit Index
Page
----
2.1 Amended and Restated Agreement and Plan of Merger dated as
of April 6, 1997, by and between among Mesa Inc., Mesa
Operating Co., MXP Reincorporation Corp. and Parker &
Parsley Petroleum Company (incorporated by reference to
Exhibit 2.1 to Pioneer's Form S-4 dated June 27, 1997,
Registration No. 333-26951).
3.1 Amended and Restated Certificate of Incorporation of
Pioneer Natural Resources Company (incorporated by
reference to Exhibit 3.1 to Pioneer's Form S-4 dated
June 27, 1997, Registration No. 333-26951).
3.2 Amended and Restated Bylaws of Pioneer Natural Resources
Company as adopted June 24, 1997 (incorporated by reference
to Exhibit 3.2 to Pioneer's Form S-4 dated June 27, 1997,
Registration No. 333-26951).
4.1 Specimen Stock Certificate for the Common Stock of Pioneer
Natural Resources Company (incorporated by reference to
Exhibit 4.1 to Pioneer's Form S-4 dated June 27, 1997,
Registration No. 333-26951).
4.2 Certificate of Designations of Series A 8% Cumulative
Convertible Preferred Stock of Pioneer Natural Resources
Company (incorporated by reference to Exhibit 4.2 to
Pioneer's Form S-4 dated June 27, 1997, Registration No.
333-26951).
4.3 Specimen Stock Certificate for the Series A 8% Cumulative
Convertible Preferred Stock of Pioneer Natural Resources
Company (incorporated by reference to Exhibit 4.3 to
Pioneer's Form S-4 dated June 27, 1997, Registration No.
333-26951).
4.4 Form of Certificate of Designations of Series B Convertible
Preferred Stock of Pioneer Natural Resources Company
(incorporated by reference to Exhibit 4.4 to Pioneer's
Form S-4 dated June 27, 1997, Registration No. 333-26951).
4.5 Specimen Stock Certificate for the Series B Convertible
Preferred Stock of Pioneer Natural Resources Company
(incorporated by reference to Exhibit 4.5 to Pioneer's
Form S-4 dated June 27, 1997, Registration No. 333-26951).
27. Financial Data Schedule
9
<PAGE>
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