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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 18, 1997
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 of Commission (I.R.S. Employer
incorporation or organization) File Number Identification Number)
1400 WILLIAMS SQUARE WEST, 5205 N. O'CONNOR BLVD., IRVING, TEXAS 75039
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(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code: (972) 444-9001
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
Tender Offer for Senior Subordinated Notes. On November 14, 1997, Pioneer
Natural Resources USA, Inc. ("Pioneer USA"), a wholly-owned subsidiary of
Pioneer, announced an offer to purchase for cash any and all of its $264
million 11 5/8% Senior Subordinated Discount Notes Due 2006 ("11 5/8% Notes")
and its $325 million 10 5/8% Senior Subordinated Notes Due 2006 ("10 5/8%
Notes") (collectively the "Mesa Notes") for a purchase price of $1,171.40 and
$829.90, respectively, per $1,000 tendered plus any interest accrued on the 10
5/8% Notes (the "Tender Offer"). As of December 15, 1997, the offer expiration
date, the respective Mesa Note holders had tendered approximately $318.2
million, or 98%, of the 10 5/8% Notes and approximately $241.5 million, or 91%,
of the 11 5/8% Notes. On December 18, 1997, Pioneer USA paid holders an
aggregate of approximately $573.1 million for the principal amount tendered on
the Mesa Notes, and Pioneer USA paid to the holders of the 10 5/8% Notes
accrued interest through the payment date of the Tender Offer of approximately
$15.7 million. As a result of the Tender Offer, Pioneer will recognize
after-tax extraordinary loss on early extinguishment of debt of $11.9 million
during the fourth quarter of 1997. Pioneer USA financed the purchase price of
the Mesa Notes tendered in the offer with borrowings under its bank credit
facility.
In connection with the Tender Offer, the holders of the requisite
percentage of each outstanding issue of Mesa Notes approved amendments to the
respective indentures governing the Mesa Notes which eliminated or modified
most of the restrictive covenants contained in the indentures. Such amendments
became effective on December 18, 1997, upon completion of the Tender Offer.
American Cometra Acquisition. On December 19, 1997, Pioneer completed the
acquisition of assets in the East Texas Basin from affiliates of American
Cometra, Inc. ("ACI") and Rockland Pipeline Co. ("Rockland"), both
subsidiaries of Electrafina S.A. of Belgium ("American Cometra Acquisition").
The total consideration paid was approximately $129 million, consisting of $84
million in cash and 1.7 million shares of Pioneer's common stock. Pioneer
acquired ACI's producing wells, acreage, seismic data, royalties and mineral
interests, and Rockland's gathering system, pipeline and gas processing plant
in the East Texas Basin. This acquisition establishes a critical mass and core
area in the East Texas Basin for Pioneer and provides it with a major presence
in the Cotton Valley Reef trend.
1997 Asset Divestitures. During December 1997, Pioneer completed the sale
of certain non-strategic properties for cash proceeds of approximately $104
million (the "1997 Asset Divestitures"). These divestitures involve
approximately 800 properties and represent less than 3% of Pioneer's total
reserve base and about 1% of Pioneer's daily production. Proceeds from these
divestitures were primarily used to fund the American Cometra Acquisition
described above.
Credit Facility Agreements. On December 18, 1997, Pioneer amended and
restated its domestic credit facilities ("United States Credit Facility") in
order to substitute Pioneer as the borrower in place of Pioneer USA. The United
States Credit Facility consists of two credit facility agreements. The primary
facility provides for a $1.075 billion revolving line of credit with a maturity
date of August 7, 2002. The additional facility provides for a $300 million
line of credit with a maturity date of August 5, 1998. Advances on the United
States Credit Facility bear interest, at the borrower's option, based on (a)
the prime rate of NationsBank of Texas, N.A., (b) a Eurodollar rate
(substantially equal to LIBOR), adjusted for the reserve requirement as
determined by the Board of Governors of the Federal Reserve System with respect
to transactions in Eurocurrency liabilities ("LIBOR Rate"), or (c) a
competitive bid rate as quoted by the lenders electing to participate following
the borrower's request. Advances that bear a LIBOR Rate have periodic
maturities, at the borrower's option, of one, two, three, six, nine or twelve
months. Advances that bear competitive bid rates have periodic maturities, at
the borrower's option, of not less than 15 days nor more than 360 days. The
interest rates on LIBOR Rate advances vary with interest rate margins ranging
from 18 basis points to 45 basis points. The interest rate margin is determined
by a grid based upon the long-term public debt rating of Pioneer's senior
unsecured indebtedness. Pioneer's obligations are guaranteed by Pioneer USA and
certain other U.S. subsidiaries, and are secured by a pledge of 65% of the
capital stock of certain non-U.S. subsidiaries. The United States Credit
Facility has been used to refinance the debt of Parker & Parsley Petroleum
Company and MESA Inc. in their merger on August 7, 1997, to fund the offer to
purchase the Mesa Notes, to fund the acquisition of assets from ACI and
Rockland, and for other general corporate purposes. Pioneer also executed a
$100 million note (the "Term Note"), dated as of December 22, 1997, payable to
NationsBank of Texas, N.A. for use for working capital. The Term Note has a
maturity date of April 1, 1999, and bears interest at the borrower's option, at
the rates set forth in clauses (a) and (b) of this paragraph. Also on December
18, 1997, Pioneer refinanced all of Chauvco's outstanding debt by establishing
a $290 million Canadian credit facility under which the borrower is Chauvco,
and Pioneer and certain of its subsidiaries (not including Pioneer USA) provide
guarantees.
Restructuring. On December 30, 1997, Pioneer and Pioneer USA completed a
restructuring that resulted in Pioneer becoming the primary obligor on the
$29.4 million of Mesa Notes that were not tendered and on the $300 million of
Parker & Parsley Petroleum Company's 8 7/8% Senior Notes Due 2005 and 8 1/4%
Senior Notes Due 2007 ("Parker & Parsley Notes"). Pioneer USA has guaranteed
the payment of principal and interest on the Parker & Parsley Notes, but has
not guaranteed the Mesa Notes. The guarantee of the Parker & Parsley Notes will
terminate if Pioneer USA is released from its guarantees of Pioneer's United
States Credit Facility.
Fourth Quarter Charges. During the fourth quarter of 1997, Pioneer will
recognize certain charges which adversely affect Pioneer's financial results.
In addition to the $11.9 million after-tax extraordinary loss related to the
Tender Offer noted above, Pioneer estimates that it will recognize after-tax
charges of between $13 and $16 million for the purchase of 3-D seismic data and
approximately $3 million resulting from the write-off of an unsuccessful well
in Guatemala. The decline of oil and gas prices during the fourth quarter of
1997 will also have an adverse effect on Pioneer's financial results.
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PIONEER NATURAL RESOURCES COMPANY
SIGNATURES
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 9, 1998 By: /s/ GARRETT SMITH
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Executive Vice President - Chief
Financial Officer
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