<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1998.
REGISTRATION NO. 333-44439
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2702753
(State of incorporation) (I.R.S. Employer Identification No.)
SCOTT D. SHEFFIELD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PIONEER NATURAL RESOURCES COMPANY
1400 WILLIAMS SQUARE WEST 1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BLVD. 5205 NORTH O'CONNOR BLVD.
IRVING, TEXAS 75039 IRVING, TEXAS 75039
(972) 444-9001 (972) 444-9001
(Address, including zip code, and telephone
number, including area code, of Registrant's (Name, address, including zip code, and telephone
principal executive offices) number, including area code, of agent for service)
</TABLE>
---------------------
Copy to:
<TABLE>
<S> <C>
SCOTT D. SHEFFIELD ROBERT L. KIMBALL
PRESIDENT AND CHIEF EXECUTIVE OFFICER VINSON & ELKINS L.L.P.
PIONEER NATURAL RESOURCES COMPANY 2001 ROSS AVENUE
1400 WILLIAMS SQUARE WEST SUITE 3700
5205 NORTH O'CONNOR BLVD. DALLAS, TEXAS 75201
IRVING, TEXAS 75039 (214) 220-7700
(972) 444-9001
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 25 , 1998
PROSPECTUS
PIONEER NATURAL RESOURCES COMPANY
1,654,290 SHARES OF COMMON STOCK
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
This Prospectus relates to the offering by the selling stockholders
identified herein (the "Selling Stockholders") of up to an aggregate of
1,654,290 shares of common stock, par value $.01 per share ("Common Stock"), of
Pioneer Natural Resources Company, a Delaware corporation ("Pioneer" or the
"Company"). The shares of Common Stock offered hereby (the "Offered Securities")
were privately offered by the Company in connection with the acquisition of
certain 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 that occurred on December 19, 1997 (the "Cometra Acquisition").
The total consideration paid was approximately $128 million, consisting of $80
million in cash and 1,654,290 shares of Common Stock. The Company 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. See "Selling Stockholders" and "Plan of Distribution" for information
relating to the Selling Stockholders and this offering.
The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold by
the Selling Stockholders in ordinary brokerage transactions, in transactions in
which brokers solicit purchases, in negotiated transactions, or in a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. See
"Plan of Distribution." The distribution of the Offered Securities is not
subject to any underwriting agreement. The Company will receive no part of the
proceeds of sales from the offering by the Selling Stockholders. All expenses of
registration incurred in connection with this offering are being borne by the
Company. None of the Offered Securities have been registered prior to the filing
of the Registration Statement of which this Prospectus is a part.
The Common Stock is traded on The New York Stock Exchange under the symbol
"PDX." On February 24, 1998, the last reported sale price of the Common Stock on
The New York Stock Exchange was $21 13/16 per share.
---------------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY , 1998
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). It files reports, proxy statements,
and other information with the Securities and Exchange Commission (the "SEC").
Those reports, proxy statements, and other information can be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the SEC at 7 World Trade Center, Suite 1300, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60611. Copies of these
materials can be obtained at prescribed rates from the Public Reference Section
of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. These reports,
proxy statements and other information may also be obtained without charge from
the web site that the SEC maintains at http://www.sec.gov. These reports, proxy
statements, and other information also may be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the SEC a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933 (the "Securities
Act"), with respect to the Offered Securities. This Prospectus and any
accompanying Prospectus Supplement do not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. For further information with respect
to the Company and the Offered Securities, reference is made to the Registration
Statement and to the exhibits thereto. Statements contained herein concerning
the provisions of certain documents are not necessarily complete, and in each
instance, reference is made to the copy of the document filed as an exhibit to
the Registration Statement or otherwise filed with the SEC. Each such statement
is qualified in its entirety by that reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company, Parker & Parsley
Petroleum Company ("Parker & Parsley") and MESA Inc. ("Mesa") with the SEC and
are incorporated by reference into this Prospectus, and shall be deemed to be a
part hereof:
1. Mesa's Annual Report on Forms 10-K and 10-K/A for the year ended
December 31, 1996;
2. Mesa's Quarterly Report on Form 10-Q for the period ended March 31,
1997;
3. Mesa's Quarterly Report on Form 10-Q for the period ended June 30,
1997;
4. Mesa's Current Reports on Form 8-K and Form 8-K/A dated February 7,
1997, and Mesa's Current Reports on Form 8-K dated April 6, 1997 and August
7, 1997;
5. Parker & Parsley's Annual Report on Forms 10-K and 10-K/A for the
year ended December 31, 1996.
6. Parker & Parsley's Quarterly Report on Form 10-Q for the period
ended March 31, 1997.
7. Parker & Parsley's Quarterly Report on Form 10-Q for the period
ended June 30, 1997.
8. Parker & Parsley's Current Reports on Form 8-K dated February 3,
1997, April 3, 1997, April 6, 1997, July 28, 1997, July 29 ,1997, and
August 7, 1997;
9. The Company's Registration Statement on Form S-4 (No. 333-26951)
filed on June 26, 1997, including any amendment or report for the purpose
of updating any such material;
10. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
11. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;
12. The Company's Current Reports on Form 8-K and Form 8-K/A dated
December 5, 1997 and December 18, 1997, and the Company's Current Reports
on Form 8-K dated August 7, 1997, September 3, 1997, December 5, 1997,
January 8, 1998, January 13, 1998 and February 10, 1998.
2
<PAGE> 4
13. The Definitive Joint Management Information Circular and Proxy
Statement of the Company and Chauvco Resources Ltd. (File No. 001-13245)
filed with the SEC on November 17, 1997, including any amendment or report
for the purpose of updating any such material; and
14. The description of the Company's Common Stock contained in the
Company's Registration Statement on Forms 8-A and 8-A/A (File No.
001-13245), declared effective by the SEC on August 8, 1997.
All documents filed by the Company pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein or in any Prospectus Supplement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part of this Prospectus, except as so
modified or superseded.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any
person, a copy of any or all of the documents referred to above that have been
or may be incorporated by reference into this Prospectus, other than exhibits to
the documents (unless the exhibits are specifically incorporated by reference
into the documents). Written or telephone request for the copies should be
directed to Corporate Secretary, Pioneer Natural Resources Company, 1400
Williams Square West, 5205 North O'Connor Boulevard, Irving, Texas 75039
(Telephone: (972) 444-9001).
3
<PAGE> 5
THE COMPANY
The Company is one of the largest public independent oil and gas companies
in the United States, engaged principally in the acquisition, development, and
production of, and exploration for, oil and gas reserves and related activities.
The Company's executive offices and operating headquarters are located at
1400 Williams Square West, 5205 North O'Connor Blvd., Irving, Texas 75039, and
its telephone number at those offices is 972-444-9001.
RISK FACTORS
IN EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE COMPANY,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS, THE RISK
FACTORS SET FORTH IN "RISK FACTORS AND CERTAIN CONSIDERATIONS" CONTAINED IN THE
COMPANY'S JOINT PROXY STATEMENT/PROSPECTUS DATED JUNE 27, 1997 WHICH CONSTITUTES
A PART OF THE REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-26951), TOGETHER
WITH ALL AMENDMENTS THERETO, THAT THE COMPANY FILED WITH THE SEC ON JUNE 26,
1997.
FORWARD LOOKING STATEMENTS
All statements in this Prospectus or incorporated herein by reference
concerning the Company other than purely historical information (collectively
"Forward-Looking Statements") reflect the current expectations of management and
are based on the Company's historical and pro forma operating trends, its proved
reserves, and other information available to management. These statements
assume, among other things, that no significant changes will occur in the
operating environment for the Company's oil and gas properties and that there
will be no material acquisitions or divestitures. There can be no assurance that
the assumptions used will prove to be accurate. The Company cautions that the
Forward-Looking Statements are subject to all the risks and uncertainties
incident to the acquisition, development and marketing of, and exploration for,
oil and gas reserves. These risks include, but are not limited to, commodity
price risks, risks relating to pricing and availability of third-party supplies,
equipment and services for operations, counterpart risks, drilling risks, and
reserve, operations and production risks. Certain of these risks are described
in the documents incorporated by reference herein. Moreover, the Company may
make material acquisitions, alter its capital expenditure budget or plans, or
enter into other financing transactions. None of these can be predicted with
certainty and, accordingly, are not taken into consideration in the
Forward-Looking Statements. For all of the foregoing reasons, actual results may
vary materially from the Forward-Looking Statements. The Company disclaims any
obligation or undertaking to release publicly any updates about changes in the
Company's expectations with regard to the subject matter of any Forward-Looking
Statements or any changes in events, conditions or circumstances on which any
Forward-Looking Statements are based.
4
<PAGE> 6
SELLING STOCKHOLDERS
The following table sets forth the name of the Selling Stockholders and (i)
the number of shares of Common Stock owned by the Selling Stockholders as of the
effective date of the Registration Statement of which this Prospectus forms a
part, (ii) the maximum number of shares of Common Stock which may be offered for
the account of the Selling Stockholders under this Prospectus, and (iii) the
amount and percentage of Common Stock to be owned by the Selling Stockholders
after the completion of this offering assuming the sale of all the Common Stock
which may be offered hereunder.
<TABLE>
<CAPTION>
AMOUNT AND
PERCENTAGE OF
COMMON COMMON STOCK
STOCK OWNED AFTER THE
OWNED COMMON STOCK OFFERING
PRIOR TO WHICH MAY BE -------------------
SELLING STOCKHOLDERS OFFERING SOLD HEREUNDER AMOUNT PERCENTAGE
-------------------- -------- -------------- ------ ----------
<S> <C> <C> <C> <C>
Cometra Energy, L.P............................... 0 1,605,290 0 0
Terry N. McClure.................................. 0 9,800 0 0
James D. Paquin................................... 0 19,600 0 0
Mark W. Young..................................... 1,000 19,600 1,000 *
</TABLE>
- ---------------
* Less than 1%.
PLAN OF DISTRIBUTION
The Offered Securities were issued in connection with the Cometra
Acquisition. The Offered Securities may be sold from time to time directly by
the Selling Stockholders. The Offered Securities may also be sold by the Selling
Stockholders in (a) ordinary brokerage transactions and in transactions in which
brokers solicit purchasers, (b) sales to a broker or dealer as principal and
resales by such broker or dealer for its own account pursuant to this Prospectus
or (c) in a combination of such methods of sale, at market prices and other
terms prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Offered Securities may be sold on any
national securities exchange or automated interdealer quotation system on which
shares of Common Stock are then listed, through negotiated transactions or
otherwise. Brokers, dealers and agents who participate in the sale of the
Offered Securities may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of the Offered Securities for whom they may act as agent. The Selling
Stockholders and any brokers, dealers or agents that participate in the
distribution of the Offered Securities might be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of such
Offered Securities and any discounts, commissions or concessions received by any
such brokers, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of any of
the Offered Securities is made by the Selling Stockholders, to the extent
required pursuant to the Securities Act, a supplement to this Prospectus will be
distributed which describes the method of sale in greater detail. In addition,
any Offered Securities which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Pursuant to the provisions of a Registration Rights Agreement entered into
between the Company and each of the Selling Stockholders, the Selling
Stockholders will pay their costs and expenses of selling the shares of Common
Stock offered hereunder, including commissions and discounts of underwriters,
brokers, dealers or agents, and the Company will pay the costs and expenses
incident to its registration and qualification of the Common Stock offered
hereby, including registration and filing fees. In addition the Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities arising under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of shares of Common Stock against certain
liabilities, including liabilities under the Securities Act.
There can be no assurance that the Selling Stockholders will sell any or
all of the shares of Common Stock offered by them hereunder.
5
<PAGE> 7
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Offered Securities by the Selling Stockholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Vinson & Elkins L.L.P., Dallas, Texas.
INDEPENDENT AUDITORS
The Consolidated Financial Statements of the Company (successor to Parker &
Parsley and subsidiaries) have been incorporated by reference in the Prospectus
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in accounting
and auditing. The report of KPMG Peat Marwick LLP refers to a change in the
method of accounting for the impairment of long-lived assets and for long-lived
assets to be disposed of in 1995 and a change in the method of accounting for
income taxes in 1993.
The Consolidated Financial Statements of Mesa incorporated by reference in
the Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
The Financial Statements of Greenhill Petroleum Corporation incorporated by
reference in the Prospectus have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The Consolidated Financial Statements of Chauvco Resources Ltd.
incorporated by reference in the Prospectus have been audited by Price
Waterhouse, chartered accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.
RESERVE ENGINEERS
The estimates of the Company's proved reserves as of December 31, 1996,
incorporated by reference in the Prospectus, are based upon a reserve report
prepared by the Company and audited by Netherland, Sewell & Associates, Inc.,
independent petroleum consultants, and are incorporated by reference herein upon
the authority of such firm as experts with respect to such matters covered by
such report.
The estimates of Mesa's proved reserves as of December 31, 1996,
incorporated by reference in the Prospectus with respect to its Hugoton and West
Panhandle field properties, are based upon a reserve report prepared by
Williamson Petroleum Consultants, Inc., independent petroleum consultants, and
are incorporated by reference herein upon the authority of such firm as experts
with respect to such matters covered by such report. The estimates of Greenhill
Petroleum Corporation's proved reserves as of December 31, 1996, incorporated by
reference in the Prospectus, are based upon a reserve report prepared by Miller
and Lents Ltd., independent petroleum consultants, and are incorporated by
reference herein upon the authority of such firm as experts with respect to such
matters covered by such report.
The estimates of Chauvco Resources Ltd. proved reserves as of December 31,
1996, incorporated by reference in the Prospectus are based upon reserve reports
prepared by Gilbert Lausten Jung Associates, Ltd. and Martin Petroleum and
Associates, independent petroleum consultants, and are incorporated by reference
herein upon the authority of such firms as experts with respect to such matters
covered by such reports.
The Company anticipates that future estimates of its proved reserves will
be prepared by the Company's internal petroleum engineers rather than
independent petroleum consultants.
6
<PAGE> 8
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
---------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information.................. 2
Incorporation of Certain Information by
Reference............................ 2
The Company............................ 4
Risk Factors........................... 4
Forward Looking Statements............. 4
Selling Stockholders................... 5
Plan of Distribution................... 5
Use of Proceeds........................ 6
Legal Matters.......................... 6
Independent Auditors................... 6
Reserve Engineers...................... 6
</TABLE>
======================================================
======================================================
1,654,290 SHARES
PIONEER NATURAL
RESOURCES COMPANY
COMMON STOCK
------------------------
PROSPECTUS
------------------------
February , 1998
======================================================
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 -- OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth those expenses to be incurred by the
registrant, Pioneer Natural Resources Company (the "Company"), in connection
with the issuance and distribution of the securities being registered. Except
for the Securities and Exchange Commission registration fee, all amounts shown
are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $11,376
Accounting fees and expenses................................ 5,000
Legal fees and expenses..................................... 5,000
Transfer agent's fees and expenses.......................... 5,000
Blue Sky fees and expenses, including counsel fees.......... 1,000
Listing fees................................................ 24,401
Printing and engraving expenses............................. 10,000
Miscellaneous............................................... 10,000
-------
Total............................................. $71,777
=======
</TABLE>
ITEM 15 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Twelfth of the Amended and Restated Certificate of Incorporation of
the registrant provides that the registrant must indemnify its officers and
directors to the extent allowed by the Delaware General Corporation Law.
Pursuant to Section 145 of the Delaware General Corporation Law, the registrant
generally has the power to indemnify its present and former directors and
officers against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in those positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the registrant, and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of the registrant, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the registrant unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The registrant also has the power to purchase and maintain insurance
for its directors and officers. Additionally, Article Twelfth of the Amended and
Restated Certificate of Incorporation provides that, in the event that an
officer or director files suit against the registrant seeking indemnification of
liabilities or expenses incurred, the burden will be on the registrant to prove
that the indemnification would not be permitted under the Delaware General
Corporation Law.
The registrant has entered into Indemnification Agreements with each of its
directors and officers. These agreements provide that the registrant must,
within 30 days of a request, indemnify an officer or director for liabilities
incurred to the fullest extent permitted by the Delaware General Corporation
Law. The registrant must, within two days of a request, indemnify an officer or
director for expenses incurred in the defense of a claim or other proceeding.
The obligation of the registrant to provide the indemnification does not apply
if, before the date on which the registrant must provide the indemnification,
the registrant's Board of Directors, or a representative chosen by the Board of
Directors, concludes that indemnification would be improper under the Delaware
General Corporation Law.
The preceding discussion of the registrant's Amended and Restated
Certificate of Incorporation, Section 145 of the Delaware General Corporation
Law, and the Indemnification Agreements is not intended to be exhaustive and is
qualified in its entirety by the Amended and Restated Certificate of
Incorporation, Section 145 of the Delaware General Corporation Law, and the
Indemnification Agreements.
II-1
<PAGE> 10
ITEM 16 -- EXHIBITS
There are filed with the Registration Statement the following exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 -- Amended and Restated Agreement and Plan of Merger, dated
as of April 6, 1997, by and among MESA Inc. ("Mesa"),
Mesa Operating Co. ("MOC"), MXP Reincorporation Corp. and
Parker & Parsley Petroleum Company ("Parker & Parsley")
(incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-4, dated June
27, 1997, Registration No. 333-26951).
3.1 -- Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4,
Registration No. 333-26951).
3.2 -- Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form S-4, Registration No. 333-26951).
3.3 -- Certificate of Designation of Special Preferred Voting
Stock (incorporated by reference to Exhibit 3.3 of the
Company's Registration Statement on Form S-3,
Registration No. 333-42315.
3.4 -- Terms and Conditions of Exchangeable Shares (incorporated
by reference to Annex F to the Definitive Joint
Management Information Circular and Proxy Statement of
the Company and Chauvco, File No. 001-13245, filed with
the SEC on November 17, 1997).
4.1 -- Form of Certificate of Common Stock, par value $.01 per
share, of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on
Form S-4, Registration No. 333-26951).
4.2 -- Form of Certificate of Special Preferred Voting Stock
(incorporated by reference to Exhibit 4.1 to the
Company's current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
4.3 -- Form of Certificate of Exchangeable Shares (incorporated
by reference to Exhibit 4.2 to the Company's current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
5.1* -- Opinion of Vinson & Elkins L.L.P. as to the legality of
the securities to be registered.
9.1 -- Shareholder Agreement, dated as of April 6, 1997, between
Mesa, Boone Pickens and Parker & Parsley (incorporated by
reference to Exhibit 2.4 of Mesa's Form 8-K filed April
8, 1997).
9.2 -- Shareholders Agreement, dated as of April 6, 1997,
between DNR and Mesa (incorporated by reference to
Exhibit 2.2 of Mesa's Form 8-K filed April 8, 1997).
9.3 -- Voting and Exchange Trust Agreement among the Company,
Pioneer Canada and Montreal Trust Company of Canada, as
Trustee (incorporated by reference to the Company's
Current Report on Form 8-K, File No. 001-13245, filed
with the SEC on January 2, 1998).
9.4 -- Amended and Restated Shareholders Agreement, dated as of
September 3, 1997, by and between the Company and Guy J.
Turcotte (incorporated by reference to Exhibit 2.6 to the
Company's Registration Statement on Form S-3, File No.
333-42315, filed with the SEC on December 15, 1997).
</TABLE>
II-2
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
9.5 -- Shareholders Agreement, dated as of September 3, 1997, by
and among the Company, Chauvco, DNR-MESA Holdings, L.P.
("DNR"), Scott D. Sheffield and I. Jon Brumley
(incorporated by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on October 2, 1997).
9.6 -- Shareholders Agreement, dated as of September 3, 1997, by
and among the Company, Trimac Corporation and Gendis Inc.
(incorporated by reference to Exhibit 2.4 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on October 2, 1997).
10.1 -- Indenture, dated July 2, 1996, among Pioneer Natural
Resources USA, Inc. ("Pioneer USA") (formerly MOC), as
Issuer, the Company (Mesa's successor), as Guarantor, and
Harris Trust and Savings Bank, as Trustee, relating to
the 11 5/8% Senior Subordinated Discount Notes Due 2006
(incorporated by reference to Exhibit 4.17 of Mesa's Form
10-Q dated August 13, 1996).
10.2 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.1
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
10.3 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.1
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
10.4 -- Indenture, dated July 2, 1996, among Pioneer USA
(formerly MOC), as Issuer, the Company (Mesa's
successor), as Guarantor, and Harris Trust and Savings
Bank, as Trustee, relating to 10 5/8% Senior Subordinated
Notes Due 2006 (incorporated by reference to Exhibit 4.18
of Mesa's Form 10-Q, dated August 13, 1996).
10.5 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.4
(incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
10.6 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.4
(incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
</TABLE>
II-3
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.7 -- Indentures relating to $50,000,000 principal amount of
8 1/2% Convertible Subordinated Debentures due 2005 of
Dorchester Master Limited Partnership ($3,762,000
principal amount of which were outstanding and held by
non-affiliates at December 31, 1996) and $100,000,000
principal amount of 9 1/2% Senior Notes due 2000 of
Bridge Oil (U.S.A.) Inc. ($2,063,000 principal amount of
which were outstanding at December 31, 1996) have been
omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation
S-K. The Company hereby agrees to furnish a copy of the
indentures to the Securities and Exchange Commission upon
request (incorporated by reference to Parker & Parsley's
Form 10-K, dated December 31, 1996).
10.8 -- Indenture, dated April 12, 1995, between Pioneer USA
(successor to Parker & Parsley), and The Chase Manhattan
Bank (National Association), as Trustee (incorporated by
reference to Exhibit 4.1 to Parker & Parsley's Current
Report on Form 8-K, dated April 12, 1995, File No.
1-10695).
10.9 -- First Supplemental Indenture, dated as of August 7, 1997,
among Parker & Parsley, The Chase Manhattan Bank, as
Trustee, and Pioneer USA, with respect to the indenture
identified above as Exhibit 10.8 (incorporated by
reference to Exhibit 10.5 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30,
1997, File No. 001-13245).
10.10 -- Form of 8 7/8% Senior Notes Due 2005, dated as of April
12, 1995, in the aggregate principal amount of
$150,000,000, together with Officers' Certificate dated
April 12, 1995, establishing the terms of the 8 7/8%
Senior Notes Due 2005 pursuant to the indenture
identified above as Exhibit 10.8 (incorporated by
reference to Exhibit 4.2 to Parker & Parsley's Quarterly
Report on Form 10-Q for the period ended June 30, 1995,
File No. 1-10695).
10.11 -- Form of 8 1/4% Senior Notes due 2007, dated as of August
22, 1995, in the aggregate principal amount of
$150,000,000, together with Officers' Certificate, dated
August 22, 1995, establishing the terms of the 8 1/4%
Senior Notes due 2007 pursuant to the indenture
identified above as Exhibit 10.8 (incorporated by
reference to Exhibit 1.2 to Parker & Parsley's Current
Report on Form 8-K, dated August 17, 1995, File No.
1-10695).
10.13 -- Agreement of Sale between Pioneer Corporation and Cabot
Corporation, dated August 29, 1984 (incorporated by
reference to Exhibit 10.5 to Pioneer Corporation's Form
10-K, dated December 31, 1985).
10.13 -- Settlement Agreement, dated March 15, 1989, by and among
Mesa Operating Limited Partnership and Mesa Limited
Partnership, et al., Energas Company and the City of
Amarillo (incorporated by reference to Exhibit 10(k) to
Mesa Limited Partnership's Form 10-K, dated December 31,
1990).
10.14 -- Gas Purchase Agreement, dated December 1, 1989, between
Williams Natural Gas Company and Mesa Operating Limited
Partnership acting on behalf of itself and as agent for
Mesa Midcontinent Limited Partnership (incorporated by
reference to Exhibit 10.1 to Registration Statement of
Mesa Limited Partnership on Form S-3, Registration No.
33-32978).
10.15 -- "B" Contract Production Allocation Agreement, dated July
29, 1991, and effective as of January 1, 1991, between
Colorado Interstate Gas Company and Mesa Operating
Limited Partnership (incorporated by reference to Exhibit
10(r) to Mesa's Form 10-K, dated December 31, 1991).
</TABLE>
II-4
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.16 -- Amendment to "B" Contract Production Allocation Agreement
effective as of January 1, 1993, between Colorado
Interstate Gas Company and Mesa Operating Limited
Partnership (incorporated by reference to Exhibit 10.24
to Mesa's Registration Statement on Form S-1,
Registration No. 033-51909).
10.17 -- Amended Peak Day Gas Purchase Agreement, dated effective
June 19, 1991, between Colorado Interstate Gas Company
and Mesa Operating Limited Partnership (incorporated by
reference to Exhibit 10(t) to Mesa's Form 10-K, dated
December 31, 1991).
10.18 -- Omnibus Amendment to Collateral Instruments to
Supplemental Stipulation and Agreement, dated June 19,
1991, between Colorado Interstate Gas Company and Mesa
Operating Limited Partnership (incorporated by reference
to Exhibit 10(u) to Mesa's Form 10-K, dated December 31,
1991).
10.19 -- Amarillo Supply Agreement between Mesa Operating Limited
Partnership, Seller, and Energas Company, a division of
Atmos Energy Corporation, Buyer, dated effective January
2, 1993 (incorporated by reference to Exhibit 10.14 to
Mesa's Form 10-K dated, December 31, 1995).
10.20 -- Gas Supply Agreement, dated May 11, 1994, between MOC, as
successor to Mesa Operating Limited Partnership, acting
on behalf of itself and as agent for Hugoton Capital
Limited Partnership, and Williams Gas Marketing Company,
and Gas Supply Guarantee, dated May 11, 1994
(incorporated by reference to Exhibit 10.16 to Mesa's
Form 10-K, dated December 31, 1995).
10.21 -- Gas Transportation Agreement, dated June 14, 1994,
between Western Resources, Inc. and MOC, acting on behalf
of itself and as agent for Hugoton Capital Limited
Partnership (incorporated by reference to Exhibit 10.24
to Mesa's Form 10-K, dated December 31, 1994).
10.22 -- 1991 Stock Option Plan of Mesa (incorporated by reference
to Exhibit 10(v) to Mesa's Form 10-K, dated December 31,
1991).
10.23 -- Interruptible Gas Transportation and Sales Agreement,
dated January 1, 1991, between Mesa Operating Limited
Partnership and Energas Company and Amendment, dated
January 1, 1995 (incorporated by reference to Exhibit
10.22 to Mesa's Form 10-K, dated December 31, 1995).
10.24 -- "B" Contract Operating Agreement, dated January 1, 1988,
between Mesa Operating Limited Partnership and Colorado
Interstate Gas Company (incorporated by reference to
Exhibit 10.23 to Mesa's Form 10-K, dated December 31,
1995).
10.25 -- Gathering Agreement, dated May 29, 1987, between Mesa
Operating Limited Partnership and Colorado Interstate Gas
Company (incorporated by reference to Exhibit 10.15 to
the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997, File No. 001-13245).
10.26 -- Amendment to Gathering Agreement, dated July 15, 1990,
between Colorado Interstate Gas Company and Mesa
Operating Limited Partnership (incorporated by reference
to Exhibit 10.24 to Mesa's Form 10-K, dated December 31,
1995).
10.27 -- Amendment to 1990 Gathering Agreement Amendment, dated
September 1, 1997, between Colorado Interstate Gas
Company and Pioneer USA (incorporated by reference to
Exhibit 10.6 to the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1997, File No.
001-13245).
</TABLE>
II-5
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.28 -- Gas Purchase Agreement, dated January 1, 1996, between
MOC, as Seller, and KN Marketing L.P., as Buyer, and
Amendment, dated August 1, 1995 (incorporated by
reference to Exhibit 10.25 to Mesa's Form 10-K, dated
December 31, 1995).
10.29 -- Employment Agreement, dated as of August 21, 1996,
between Mesa and I. Jon Brumley (incorporated by
reference to Exhibit 10.26 of Mesa's Form 10-K, dated
December 31, 1996).
10.30 -- Stock Purchase Agreement, dated April 26, 1996, between
Mesa and DNR (incorporated by reference to Exhibit No. 10
to Mesa's Form 8-K filed on April 29, 1996).
10.31 -- 1996 Incentive Plan of Mesa (incorporated by reference to
Exhibit 10.28 to the Company's Registration Statement on
Form S-4, dated June 27, 1997, Registration No.
333-26951).
10.32 -- Mesa Management Severance Plan, dated April 4, 1997,
including a Schedule of Participants on Schedule A for
the purpose of defining the payment of certain benefits
upon the termination of the officer's employment under
certain circumstances (incorporated by reference to
Exhibit 10.29 to the Company's Registration Statement on
Form S-4, dated June 27, 1997, Registration No.
333-26951).
10.33 -- Parker & Parsley Petroleum Company Long-Term Incentive
Plan, dated February 19, 1991, (incorporated by reference
to Exhibit 4.1 to Parker & Parsley's Registration
Statement on Form S-8, Registration No. 33-38971).
10.34 -- First Amendment to the Parker & Parsley Petroleum Company
Long-Term Incentive Plan, dated August 23, 1991
(incorporated by reference to Exhibit 10.2 to Parker &
Parsley's Registration Statement on Form S-1, dated
February 28, 1992, Registration No. 33-46082).
10.35 -- Agreement of Partnership of P&P Employees 89-B Conv.,
L.P. (formerly P&P Employees 89-B GP), dated October 31,
1989, among Parker & Parsley, Ltd. and the Investor
Partners (as defined therein, which includes individuals
who are directors and executive officers of Parker &
Parsley), together with a schedule identifying
substantially identical documents and setting forth the
material details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.50 to Parker & Parsley's Registration Statement on
Form S-4, dated December 31, 1990, Registration No.
33-38436).
10.36 -- Amendment to Agreement of Partnership of P&P Employees
89-B GP, dated May 31, 1990, among Parker & Parsley, Ltd.
and the Investor Partners (as defined therein, which
includes individuals who are directors and executives
officers of Parker & Parsley), together with a schedule
identifying substantially identical documents and setting
forth the material details in which those documents
differ form the foregoing document (incorporated by
reference to Exhibit 10.51 to Parker & Parsley's
Registration Statement on Form S-4, dated December 31,
1990, Registration No. 33-38436).
10.37 -- Schedule identifying additional documents substantially
identical to the Amendment to Agreement of Partnership of
P&P Employees 89-B GP included as Exhibit 10.5 and
setting forth the material details in which those
documents differ from that document (incorporated by
reference to Exhibit 10.52 to Parker & Parsley's
Registration Statement on Form S-1, dated February 28,
1992, Registration No. 33-46082).
</TABLE>
II-6
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.38 -- Agreement of Partnership of P&P Employees 90 Spraberry
Private Development GP, dated October 16, 1990, among
Parker & Parsley, Ltd., James D. Moring, and the General
Partners (as defined therein, which includes individuals
who are directors and executive officers of Parker &
Parsley), and form of Amendment to Agreement of
Partnership of P&P Employees 90 Spraberry Private
Development GP, together with a schedule identifying
substantially identical documents and setting forth the
material details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.52 to Parker & Parsley's Registration Statement on
Form S-4, dated December 31, 1990, Registration No.
33-38436).
10.39 -- Amendment to Agreement of Partnership of Parker & Parsley
90-A GP, dated February 19, 1991, among Parker & Parsley
Development Company and the Investor Partners (as defined
therein, which includes individuals who are directors and
executive officers of Parker & Parsley), together with a
schedule identifying substantially identical documents
and setting forth the material details in which those
documents differ from the foregoing document
(incorporated by reference to Exhibit 10.58 to Parker &
Parsley's Registration Statement on Form S-1, dated
February 28, 1992, Registration No. 33-46082).
10.40 -- Agreement of Partnership of P&P Employees 91-A, GP, dated
September 30, 1991, among Parker & Parsley Development
Company, James D. Moring, and the General Partners (as
defined therein, which includes individuals who are
directors and executive officers of Parker & Parsley),
together with a schedule identifying substantially
identical documents and setting forth the material
details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.61 to Parker & Parsley's Registration Statement on
Form S-1, dated February 28, 1992, Registration No.
33-46082).
10.41 -- Development Drilling Program Agreement of Parker &
Parsley 91-A Development Drilling Program, dated
September 30, 1991, among Parker & Parsley Development
Company, the P&P Employee Participants (as defined
therein, which includes individuals who are directors and
executive officers of Parker & Parsley), P&P Employees
91-A, GP, and Parker & Parsley 91-A, L.P., together with
a schedule identifying substantially identical documents
and setting forth the material details in which those
documents differ from the foregoing document
(incorporated by reference to Exhibit 10.63 to Parker &
Parsley's Registration Statement on Form S-1, dated
February 28, 1992, Registration No. 33-46082).
10.42 -- Development Drilling Program Agreement, dated August 1,
1989, among Parker & Parsley, Ltd., Parker & Parsley
Development Partners L.P., certain key employees of
Parker & Parsley, Ltd. (which includes individuals who
are directors and executive officers of Parker &
Parsley), and related persons, P&P Employees 89-A GP, and
Parker & Parsley 89-A, GP, and Parker & Parsley 89-A,
L.P., together with a schedule identifying substantially
identical documents and setting forth the material
details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.56 to Parker & Parsley's Registration Statement on
Form S-4, dated December 31, 1990, Registration No.
33-38436).
</TABLE>
II-7
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.43 -- Amendment to Development Drilling Program Agreement,
dated February 19, 1991, amending the Development
Drilling Program Agreement included in Exhibit 10.11,
together with a schedule identifying substantially
identical documents and setting forth the material
details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.66 to Parker & Parsley's Registration Statement on
Form S-1, dated February 28, 1992, Registration No.
33-46082).
10.44 -- Amendment to Agreement of Partnership of P&P Employees 90
Spraberry Private Development GP, dated April 22, 1991,
among the Partners (as defined therein, which includes
individuals who are directors and executive officers of
Parker & Parsley) (incorporated by reference to Exhibit
10.67 to Parker & Parsley's Registration Statement on
Form S-1, dated February 28, 1992, Registration No.
33-46082).
10.45 -- Agreement of Limited Partnership of Parker & Parsley 1992
Direct Investment Program, Ltd., dated as of July 24,
1992, among Parker & Parsley Development Company, as
managing general partner, and certain key employees of
Parker & Parsley (including individuals who are directors
and executive officers of Parker & Parsley), as
non-managing general partners and limited partners
(incorporated by reference to Exhibit 10.57 to Parker &
Parsley's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 1-10695).
10.46 -- Agreement of Limited Partnership of Parker & Parsley 1993
Direct Investment Program, Ltd., dated as of January 1,
1993, among Parker & Parsley Development Company, as
managing general partner, and certain key employees of
Parker & Parsley (including individuals who are directors
and executive officers of Parker & Parsley), as
non-managing general partners and limited partners
(incorporated by reference to Exhibit 10.49 to Parker &
Parsley's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 1-10695).
10.47 -- Agreement of Limited Partnership of Parker & Parsley 1994
Direct Investment Program, Ltd., dated as of January 1,
1994, among Parker & Parsley Development Company, as
managing general partner, and certain key employees of
Parker & Parsley (including individuals who are directors
and executive officers of Parker & Parsley), as
non-managing general partners and limited partners
(incorporated by reference to Exhibit 10.20 to Parker &
Parsley's Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File No. 1-10695).
10.48 -- Stock Acquisition Loan Agreements entered into as of June
15, 1995, between Parker & Parsley and Scott D.
Sheffield, together with Schedule I identifying named
executive officers with substantially identical
agreements, providing for Parker & Parsley's loans to
such officers (incorporated by reference to Exhibit 10.48
to the Company's Registration Statement on Form S-3, File
No. 333-42315).
10.49 -- Omnibus Amendment to Nonstatutory Stock Option
Agreements, included as part of the Long-Term Incentive
Plan, dated as of November 16, 1995, between Parker &
Parsley and Named Executive Officers identified on
Schedule 1 setting forth additional details relating to
the Long-Term Incentive Plan (incorporated by reference
to Parker & Parsley's Annual Report on Form 10-K for the
year ended December 31, 1995, Commission File No.
1-10695).
</TABLE>
II-8
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.50 -- Severance Agreement, dated as of August 8, 1997, between
the Company and Scott D. Sheffield, together with a
schedule identifying substantially identical agreements
between the Company and each of the other named executive
officers identified on Schedule I for the purpose of
defining the payment of certain benefits upon the
termination of the officer's employment under certain
circumstances (incorporated by reference to Exhibit 10.7
to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997, File No. 001-13245).
10.51 -- Indemnification Agreement, dated as of August 8, 1997,
between the Company and Scott D. Sheffield, together with
a schedule identifying substantially identical agreements
between the Company and each of the Company's other
directors and named executive officers identified on
Schedule I (incorporated by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997, File No. 001-13245).
10.52 -- Pioneer Natural Resources Company Long-Term Incentive
Plan (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8,
Registration No. 333-35087).
10.53 -- Pioneer Natural Resources Company Employee Stock Purchase
Plan (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8,
Registration No. 333-35165).
10.54 -- Pioneer Natural Resources Company Deferred Compensation
Retirement Plan (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-8,
Registration No. 333-39153).
10.55 -- Pioneer Natural Resources USA, Inc. 401(k) Plan
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8,
Registration No. 333-39249).
10.56 -- Amended and Restated Credit Facility Agreement (Primary
Facility), dated as of December 18, 1997, between the
Company, as Borrower, and NationsBank of Texas, N.A., as
Administrative Agent, CIBC Inc., as Documentation Agent,
Morgan Guaranty Trust Company of New York, as
Documentation Agent, and The Chase Manhattan Bank, as
Syndication Agent; and the other Co-Agents and lenders
named therein (incorporated by reference to Exhibit 10.1
to the Company's Form 8-K, File No. 001-13245, dated
December 18, 1997).
10.57 -- Amended and Restated Credit Facility Agreement (364 Day
Facility), dated as of December 18, 1997, between the
Company, as Borrower, and NationsBank of Texas, N.A., as
Administrative Agent, CIBC Inc., as Documentation Agent,
Morgan Guaranty Trust Company of New York, as
Documentation Agent, and The Chase Manhattan Bank, as
Syndication Agent; and the other Co-Agents and lenders
named therein (incorporated by reference to Exhibit 10.2
to the Company's Form 8-K, File No. 001-13245, dated
December 18, 1997).
10.58 -- Credit Agreement, dated as of December 18, 1997, among
Chauvco, Canadian Imperial Bank of Commerce, as Agent,
and the other Lenders named therein (incorporated by
reference to Exhibit 10.3 to the Company's Current Report
on Form 8-K, File No. 001-13245, dated December 18,
1997).
</TABLE>
II-9
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.59 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 10 5/8% Senior Subordinated Notes Due 2006
(incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
10.60 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 10 5/8% Senior Subordinated Notes Due 2006
(incorporated by reference to Exhibit 10.6 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
10.61 -- Third Supplemental Indenture, dated as of December 18,
1997, among Pioneer USA, the Subsidiary Guarantors named
therein, the Company, and Harris Trust and Savings Bank,
as Trustee, with respect to the Indenture, dated as of
July 2, 1996, as amended, relating to Pioneer USA's
10 5/8% Senior Subordinated Notes due 2006 (incorporated
by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.62 -- Fourth Supplemental Indenture, dated as of December 30,
1997, among Pioneer USA, a Delaware corporation, the
Company, a Delaware corporation, Pioneer NewSubl, Inc., a
Texas corporation, and Harris Trust and Savings Bank, an
Illinois corporation, as Trustee, with respect to the
Indenture, dated as of July 2, 1996, as amended, relating
to Pioneer USA's 10 5/8% Senior Subordinated Notes due
2006 (incorporated by reference to Exhibit 10.7 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.63 -- Sixth Supplemental Indenture, dated as of December 30,
1997, among Pioneer DebtCo, Inc. (as successor to Pioneer
NewSubl, Inc.), a Texas corporation, the Company, a
Delaware corporation, and Harris Trust and Savings Bank,
an Illinois corporation, as Trustee, with respect to the
Indenture, dated as of July 2, 1996, as amended, relating
to Pioneer USA's 10 5/8% Senior Subordinated Notes due
2006 (incorporated by reference to Exhibit 10.9 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.65 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 11 5/8% Senior Subordinated Discount Notes Due
2006 (incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
10.66 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 11 5/8% Senior Subordinated Discount Notes due
2006 (incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
</TABLE>
II-10
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.67 -- Third Supplemental Indenture, dated as of December 18,
1997, among Pioneer USA, the Subsidiary Guarantors named
therein, the Company, and Harris Trust and Savings Bank,
as Trustee, with respect to the Indenture, dated as of
July 2, 1996, as amended, relating to Pioneer USA's
11 5/8% Senior Subordinated Notes due 2006 (incorporated
by reference to Exhibit 10.12 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.68 -- Fourth Supplemental Indenture, dated as of December 30,
1997, among Pioneer USA (formerly known as MOC), a
Delaware corporation, the Company, a Delaware
corporation, Pioneer NewSubl, Inc., a Texas corporation,
and Harris Trust and Savings Bank, an Illinois
corporation, as Trustee, with respect to the Indenture
dated as of July 2, 1996, as amended, relating to Pioneer
USA's 11 5/8% Senior Subordinated Discount Notes due 2006
(incorporated by reference to Exhibit 10.13 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.69 -- Fifth Supplemental Indenture, dated as of December 30,
1997, among Pioneer NewSubl, Inc. (as successor to
Pioneer USA), a Texas corporation, the Company, a
Delaware corporation, Pioneer Debt Co, Inc., a Texas
corporation, and Harris Trust and Savings Bank, an
Illinois corporation, as Trustee, with respect to the
Indenture dated as of July 2, 1996, as amended, relating
to Pioneer USA's 11 5/8% Senior Subordinated Discount
Notes due 2006 (incorporated by reference to Exhibit
10.14 to the Company's Current Report on Form 8-K, File
No. 001-13245, filed with the SEC on January 2, 1998).
10.70 -- Sixth Supplemental Indenture, dated as of December 30,
1997, among Pioneer DebtCo, Inc. (as successor to Pioneer
NewSubl, Inc.), a Texas corporation, the Company, a
Delaware corporation, and Harris Trust and Savings Bank,
an Illinois corporation, as Trustee, with respect to the
Indenture dated as of July 2, 1996, as amended, relating
to Pioneer USA's 11 5/8% Senior Subordinated Discount
Notes due 2006 (incorporated by reference to Exhibit
10.15 to the Company's Current Report on Form 8-K, File
No. 001-13245, filed with the SEC on January 2, 1998).
10.71 -- First Supplemental Indenture, dated as of August 7, 1997,
among Parker & Parsley, The Chase Manhattan Bank, as
Trustee, and Pioneer USA, with respect to the Indenture,
dated April 12, 1995, between Pioneer USA (successor to
Parker & Parsley), and The Chase Manhattan Bank (National
Association), as Trustee (incorporated by reference to
Exhibit 10.9 to the Company's Registration Statement on
Form S-3, Registration No. 333-39381, filed with the SEC
on November 3, 1997).
10.72 -- Second Supplemental Indenture, dated as of December 30,
1997, among Pioneer USA, a Delaware corporation, Pioneer
NewSubl, Inc., a Texas corporation, and The Chase
Manhattan Bank, a New York banking association, as
Trustee, with respect to the Indenture, dated as of April
12, 1995, as amended, relating to Pioneer USA's 8 7/8%
Senior Notes Due 2005 and 8 1/4% Senior Notes Due 2007
(incorporated by reference to Exhibit 10.17 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
</TABLE>
II-11
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.73 -- Third Supplemental Indenture, dated as of December 30,
1997, among Pioneer NewSubl, Inc. (as successor to
Pioneer USA), a Texas corporation, Pioneer DebtCo, Inc.,
a Texas corporation, and The Chase Manhattan Bank, a New
York banking association, as Trustee, with respect to the
Indenture, dated as of April 12, 1995, as amended,
relating to Pioneer USA's 8 7/8% Senior Notes due 2005
and 8 1/4% Senior Notes due 2007 (incorporated by
reference to Exhibit 10.18 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.74 -- Fourth Supplemental Indenture, dated as of December 30,
1997, among Pioneer DebtCo, Inc. (as successor to Pioneer
NewSubl, Inc., as successor to Pioneer USA), a Texas
corporation, the Company, a Delaware corporation, Pioneer
USA, a Delaware corporation, and The Chase Manhattan
Bank, a New York banking association, as trustee, with
respect to the Indenture, dated as of April 12, 1995, as
amended, relating to Pioneer USA's 8 7/8% Senior Notes
due 2005 and 8 1/4% Senior Notes due 2007 (incorporated
by reference to Exhibit 10.19 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.75 -- Guarantee, dated as of December 30, 1997, by Pioneer USA
relating to the $150,000,000 in aggregate principal
amount of 8 7/8% Senior Notes due 2005 and $150,000,000
in aggregate principal amount of 8 1/4% Senior Notes due
2007 issued under the Indenture, dated as of April 12,
1995, between Pioneer USA and The Chase Manhattan Bank, a
New York banking association, as Trustee (incorporated by
reference to Exhibit 10.20 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.76 -- Note, dated December 22, 1997, between the Company, as
Borrower, and NationsBank of Texas, N.A., as Lender
(incorporated by reference to Exhibit 10.21 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.77 -- Purchase and Sale Agreement, dated as of October 22,
1997, between Cometra Energy, L.P., and Pioneer USA
(incorporated by reference to Exhibit 10.22 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.78 -- Combination Agreement, dated September 3, 1997, between
the Company and Chauvco Resources Ltd. ("Chauvco")
(incorporated by reference to Exhibit 2.1 to Pioneer's
Current Report on Form 8-K, File No. 001-13245, filed
with the SEC on October 2, 1997).
10.79 -- Plan of Arrangement under Section 186 of the Business
Corporations Act (Alberta) (incorporated by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K,
File No. 001-13245, filed with the SEC on January 2,
1998).
10.80 -- Support Agreement between the Company and Pioneer Natural
Resources (Canada) Ltd. ("Pioneer Canada") (incorporated
by reference to Exhibit 2.3 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.81 -- Indenture, dated January 13, 1998, between the Company
and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 99.1 to the Company's and Pioneer
USA's Current Report on Form 8-K, File No. 001-13245,
dated January 13, 1998).
</TABLE>
II-12
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.82 -- First Supplemental Indenture, dated as of January 13,
1998, among the Company, Pioneer USA, as the subsidiary
guarantor, and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.2 to the
Company's and Pioneer USA's Current Report on Form 8-K,
File No. 001-13245, dated January 13, 1998).
10.83 -- Form of 6.50% Senior Notes Due 2008 of the Company
(incorporated by reference to Exhibit 99.3 to the
Company's and Pioneer USA's Current Report on Form 8-K,
File No. 001-13245, dated January 13, 1998).
10.84 -- Form of 7.20% Senior Notes Due 2028 of the Company
(incorporated by reference to Exhibit 99.4 to the
Company's and Pioneer USA's Current Report on Form 8-K,
File No. 001-13245, dated January 13, 1998).
10.85 -- Guarantee (2008 Notes), dated as of January 13, 1998,
entered into by Pioneer USA (incorporated by reference to
Exhibit 99.5 to the Company's and Pioneer USA's Current
Report on Form 8-K, File No. 001-13245, dated January 13,
1998).
10.86 -- Guarantee (2028 Notes), dated as of January 13, 1998,
entered into by Pioneer USA (incorporated by reference to
Exhibit 99.6 to the Company's and Pioneer USA's Current
Report on Form 8-K, File No. 001-13245, dated January 13,
1998).
23.1* -- Consent of KPMG Peat Marwick LLP.
23.2* -- Consent of Arthur Andersen LLP.
23.3* -- Consent of Price Waterhouse, chartered accountants.
23.4* -- Consent of Coopers & Lybrand L.L.P.
23.5* -- Consent of Netherland, Sewell & Associates, Inc.
23.6* -- Consent of Williamson Petroleum Consultants, Inc.
23.7* -- Consent of Miller and Lents, Ltd.
23.8* -- Consent of Gilbert Lausten Jung Associates, Ltd.
23.9* -- Consent of Martin Petroleum and Associates.
23.10* -- Consent of Vinson & Elkins L.L.P. (included in the
opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1+ -- Powers of Attorney of directors and officers of the
Company.
</TABLE>
- ---------------
* Filed herewith.
+ Previously filed.
ITEM 17 -- UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(2) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(3) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to the information in this Registration Statement;
II-13
<PAGE> 22
Provided, however, that clauses (1) and (2) above do not apply if
the information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described in Item 15 above or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by the director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of the issue.
II-14
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Irving, Texas, on February 25, 1998.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ MARK L. WITHROW
------------------------------------
Mark L. Withrow,
Executive Vice President
and General Council
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ * Chairman of the Board and February 25, 1998
- ----------------------------------------------------- Director
I. Jon Brumley
/s/ * Director, President and Chief February 25, 1998
- ----------------------------------------------------- Executive Officer
Scott D. Sheffield (principal executive
officer)
/s/ * Executive Vice President and February 25, 1998
- ----------------------------------------------------- Chief Financial Officer
M. Garrett Smith (principal financial and
accounting officer)
/s/ * Director February 25, 1998
- -----------------------------------------------------
James R. Baroffio
/s/ * Director February 25, 1998
- -----------------------------------------------------
R. Hartwell Gardner
/s/ * Director February 25, 1998
- -----------------------------------------------------
John S. Herrington
/s/ * Director February 25, 1998
- -----------------------------------------------------
Kenneth A. Hersh
/s/ * Director February 25, 1998
- -----------------------------------------------------
James L. Houghton
/s/ * Director February 25, 1998
- -----------------------------------------------------
Jerry P. Jones
/s/ * Director February 25, 1998
- -----------------------------------------------------
T. Boone Pickens
/s/ * Director February 25, 1998
- -----------------------------------------------------
Richard E. Rainwater
</TABLE>
II-15
<PAGE> 24
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ * Director February 25, 1998
- -----------------------------------------------------
Charles E. Ramsey, Jr.
/s/ * Director February 25, 1998
- -----------------------------------------------------
Arthur L. Smith
/s/ * Director February 25, 1998
- -----------------------------------------------------
Philip B. Smith
/s/ * Director February 25, 1998
- -----------------------------------------------------
Robert L. Stillwell
/s/ * Director February 25, 1998
- -----------------------------------------------------
Michael D. Wortley
* /s/ MARK L. WITHROW Attorney-In-Fact February 25, 1998
- -----------------------------------------------------
Mark L. Withrow
</TABLE>
II-16
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 -- Amended and Restated Agreement and Plan of Merger, dated
as of April 6, 1997, by and among MESA Inc. ("Mesa"),
Mesa Operating Co. ("MOC"), MXP Reincorporation Corp. and
Parker & Parsley Petroleum Company ("Parker & Parsley")
(incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-4, dated June
27, 1997, Registration No. 333-26951).
3.1 -- Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4,
Registration No. 333-26951).
3.2 -- Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form S-4, Registration No. 333-26951).
3.3 -- Certificate of Designation of Special Preferred Voting
Stock (incorporated by reference to Exhibit 3.3 of the
Company's Registration Statement on Form S-3,
Registration No. 333-42315.
3.4 -- Terms and Conditions of Exchangeable Shares (incorporated
by reference to Annex F to the Definitive Joint
Management Information Circular and Proxy Statement of
the Company and Chauvco, File No. 001-13245, filed with
the SEC on November 17, 1997).
4.1 -- Form of Certificate of Common Stock, par value $.01 per
share, of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on
Form S-4, Registration No. 333-26951).
4.2 -- Form of Certificate of Special Preferred Voting Stock
(incorporated by reference to Exhibit 4.1 to the
Company's current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
4.3 -- Form of Certificate of Exchangeable Shares (incorporated
by reference to Exhibit 4.2 to the Company's current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
5.1* -- Opinion of Vinson & Elkins L.L.P. as to the legality of
the securities to be registered.
9.1 -- Shareholder Agreement, dated as of April 6, 1997, between
Mesa, Boone Pickens and Parker & Parsley (incorporated by
reference to Exhibit 2.4 of Mesa's Form 8-K filed April
8, 1997).
9.2 -- Shareholders Agreement, dated as of April 6, 1997,
between DNR and Mesa (incorporated by reference to
Exhibit 2.2 of Mesa's Form 8-K filed April 8, 1997).
9.3 -- Voting and Exchange Trust Agreement among the Company,
Pioneer Canada and Montreal Trust Company of Canada, as
Trustee (incorporated by reference to the Company's
Current Report on Form 8-K, File No. 001-13245, filed
with the SEC on January 2, 1998).
9.4 -- Amended and Restated Shareholders Agreement, dated as of
September 3, 1997, by and between the Company and Guy J.
Turcotte (incorporated by reference to Exhibit 2.6 to the
Company's Registration Statement on Form S-3, File No.
333-42315, filed with the SEC on December 15, 1997).
9.5 -- Shareholders Agreement, dated as of September 3, 1997, by
and among the Company, Chauvco, DNR-MESA Holdings, L.P.
("DNR"), Scott D. Sheffield and I. Jon Brumley
(incorporated by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on October 2, 1997).
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
9.6 -- Shareholders Agreement, dated as of September 3, 1997, by
and among the Company, Trimac Corporation and Gendis Inc.
(incorporated by reference to Exhibit 2.4 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on October 2, 1997).
10.1 -- Indenture, dated July 2, 1996, among Pioneer Natural
Resources USA, Inc. ("Pioneer USA") (formerly MOC), as
Issuer, the Company (Mesa's successor), as Guarantor, and
Harris Trust and Savings Bank, as Trustee, relating to
the 11 5/8% Senior Subordinated Discount Notes Due 2006
(incorporated by reference to Exhibit 4.17 of Mesa's Form
10-Q dated August 13, 1996).
10.2 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.1
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
10.3 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.1
(incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
10.4 -- Indenture, dated July 2, 1996, among Pioneer USA
(formerly MOC), as Issuer, the Company (Mesa's
successor), as Guarantor, and Harris Trust and Savings
Bank, as Trustee, relating to 10 5/8% Senior Subordinated
Notes Due 2006 (incorporated by reference to Exhibit 4.18
of Mesa's Form 10-Q, dated August 13, 1996).
10.5 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.4
(incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
10.6 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the indenture identified above as Exhibit 10.4
(incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997, File No. 001-13245).
10.7 -- Indentures relating to $50,000,000 principal amount of
8 1/2% Convertible Subordinated Debentures due 2005 of
Dorchester Master Limited Partnership ($3,762,000
principal amount of which were outstanding and held by
non-affiliates at December 31, 1996) and $100,000,000
principal amount of 9 1/2% Senior Notes due 2000 of
Bridge Oil (U.S.A.) Inc. ($2,063,000 principal amount of
which were outstanding at December 31, 1996) have been
omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation
S-K. The Company hereby agrees to furnish a copy of the
indentures to the Securities and Exchange Commission upon
request (incorporated by reference to Parker & Parsley's
Form 10-K, dated December 31, 1996).
10.8 -- Indenture, dated April 12, 1995, between Pioneer USA
(successor to Parker & Parsley), and The Chase Manhattan
Bank (National Association), as Trustee (incorporated by
reference to Exhibit 4.1 to Parker & Parsley's Current
Report on Form 8-K, dated April 12, 1995, File No.
1-10695).
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.9 -- First Supplemental Indenture, dated as of August 7, 1997,
among Parker & Parsley, The Chase Manhattan Bank, as
Trustee, and Pioneer USA, with respect to the indenture
identified above as Exhibit 10.8 (incorporated by
reference to Exhibit 10.5 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30,
1997, File No. 001-13245).
10.10 -- Form of 8 7/8% Senior Notes Due 2005, dated as of April
12, 1995, in the aggregate principal amount of
$150,000,000, together with Officers' Certificate dated
April 12, 1995, establishing the terms of the 8 7/8%
Senior Notes Due 2005 pursuant to the indenture
identified above as Exhibit 10.8 (incorporated by
reference to Exhibit 4.2 to Parker & Parsley's Quarterly
Report on Form 10-Q for the period ended June 30, 1995,
File No. 1-10695).
10.11 -- Form of 8 1/4% Senior Notes due 2007, dated as of August
22, 1995, in the aggregate principal amount of
$150,000,000, together with Officers' Certificate, dated
August 22, 1995, establishing the terms of the 8 1/4%
Senior Notes due 2007 pursuant to the indenture
identified above as Exhibit 10.8 (incorporated by
reference to Exhibit 1.2 to Parker & Parsley's Current
Report on Form 8-K, dated August 17, 1995, File No.
1-10695).
10.13 -- Agreement of Sale between Pioneer Corporation and Cabot
Corporation, dated August 29, 1984 (incorporated by
reference to Exhibit 10.5 to Pioneer Corporation's Form
10-K, dated December 31, 1985).
10.13 -- Settlement Agreement, dated March 15, 1989, by and among
Mesa Operating Limited Partnership and Mesa Limited
Partnership, et al., Energas Company and the City of
Amarillo (incorporated by reference to Exhibit 10(k) to
Mesa Limited Partnership's Form 10-K, dated December 31,
1990).
10.14 -- Gas Purchase Agreement, dated December 1, 1989, between
Williams Natural Gas Company and Mesa Operating Limited
Partnership acting on behalf of itself and as agent for
Mesa Midcontinent Limited Partnership (incorporated by
reference to Exhibit 10.1 to Registration Statement of
Mesa Limited Partnership on Form S-3, Registration No.
33-32978).
10.15 -- "B" Contract Production Allocation Agreement, dated July
29, 1991, and effective as of January 1, 1991, between
Colorado Interstate Gas Company and Mesa Operating
Limited Partnership (incorporated by reference to Exhibit
10(r) to Mesa's Form 10-K, dated December 31, 1991).
10.16 -- Amendment to "B" Contract Production Allocation Agreement
effective as of January 1, 1993, between Colorado
Interstate Gas Company and Mesa Operating Limited
Partnership (incorporated by reference to Exhibit 10.24
to Mesa's Registration Statement on Form S-1,
Registration No. 033-51909).
10.17 -- Amended Peak Day Gas Purchase Agreement, dated effective
June 19, 1991, between Colorado Interstate Gas Company
and Mesa Operating Limited Partnership (incorporated by
reference to Exhibit 10(t) to Mesa's Form 10-K, dated
December 31, 1991).
10.18 -- Omnibus Amendment to Collateral Instruments to
Supplemental Stipulation and Agreement, dated June 19,
1991, between Colorado Interstate Gas Company and Mesa
Operating Limited Partnership (incorporated by reference
to Exhibit 10(u) to Mesa's Form 10-K, dated December 31,
1991).
10.19 -- Amarillo Supply Agreement between Mesa Operating Limited
Partnership, Seller, and Energas Company, a division of
Atmos Energy Corporation, Buyer, dated effective January
2, 1993 (incorporated by reference to Exhibit 10.14 to
Mesa's Form 10-K dated, December 31, 1995).
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.20 -- Gas Supply Agreement, dated May 11, 1994, between MOC, as
successor to Mesa Operating Limited Partnership, acting
on behalf of itself and as agent for Hugoton Capital
Limited Partnership, and Williams Gas Marketing Company,
and Gas Supply Guarantee, dated May 11, 1994
(incorporated by reference to Exhibit 10.16 to Mesa's
Form 10-K, dated December 31, 1995).
10.21 -- Gas Transportation Agreement, dated June 14, 1994,
between Western Resources, Inc. and MOC, acting on behalf
of itself and as agent for Hugoton Capital Limited
Partnership (incorporated by reference to Exhibit 10.24
to Mesa's Form 10-K, dated December 31, 1994).
10.22 -- 1991 Stock Option Plan of Mesa (incorporated by reference
to Exhibit 10(v) to Mesa's Form 10-K, dated December 31,
1991).
10.23 -- Interruptible Gas Transportation and Sales Agreement,
dated January 1, 1991, between Mesa Operating Limited
Partnership and Energas Company and Amendment, dated
January 1, 1995 (incorporated by reference to Exhibit
10.22 to Mesa's Form 10-K, dated December 31, 1995).
10.24 -- "B" Contract Operating Agreement, dated January 1, 1988,
between Mesa Operating Limited Partnership and Colorado
Interstate Gas Company (incorporated by reference to
Exhibit 10.23 to Mesa's Form 10-K, dated December 31,
1995).
10.25 -- Gathering Agreement, dated May 29, 1987, between Mesa
Operating Limited Partnership and Colorado Interstate Gas
Company (incorporated by reference to Exhibit 10.15 to
the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997, File No. 001-13245).
10.26 -- Amendment to Gathering Agreement, dated July 15, 1990,
between Colorado Interstate Gas Company and Mesa
Operating Limited Partnership (incorporated by reference
to Exhibit 10.24 to Mesa's Form 10-K, dated December 31,
1995).
10.27 -- Amendment to 1990 Gathering Agreement Amendment, dated
September 1, 1997, between Colorado Interstate Gas
Company and Pioneer USA (incorporated by reference to
Exhibit 10.6 to the Company's Quarterly Report on Form
10-Q for the period ended September 30, 1997, File No.
001-13245).
10.28 -- Gas Purchase Agreement, dated January 1, 1996, between
MOC, as Seller, and KN Marketing L.P., as Buyer, and
Amendment, dated August 1, 1995 (incorporated by
reference to Exhibit 10.25 to Mesa's Form 10-K, dated
December 31, 1995).
10.29 -- Employment Agreement, dated as of August 21, 1996,
between Mesa and I. Jon Brumley (incorporated by
reference to Exhibit 10.26 of Mesa's Form 10-K, dated
December 31, 1996).
10.30 -- Stock Purchase Agreement, dated April 26, 1996, between
Mesa and DNR (incorporated by reference to Exhibit No. 10
to Mesa's Form 8-K filed on April 29, 1996).
10.31 -- 1996 Incentive Plan of Mesa (incorporated by reference to
Exhibit 10.28 to the Company's Registration Statement on
Form S-4, dated June 27, 1997, Registration No.
333-26951).
10.32 -- Mesa Management Severance Plan, dated April 4, 1997,
including a Schedule of Participants on Schedule A for
the purpose of defining the payment of certain benefits
upon the termination of the officer's employment under
certain circumstances (incorporated by reference to
Exhibit 10.29 to the Company's Registration Statement on
Form S-4, dated June 27, 1997, Registration No.
333-26951).
10.33 -- Parker & Parsley Petroleum Company Long-Term Incentive
Plan, dated February 19, 1991, (incorporated by reference
to Exhibit 4.1 to Parker & Parsley's Registration
Statement on Form S-8, Registration No. 33-38971).
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.34 -- First Amendment to the Parker & Parsley Petroleum Company
Long-Term Incentive Plan, dated August 23, 1991
(incorporated by reference to Exhibit 10.2 to Parker &
Parsley's Registration Statement on Form S-1, dated
February 28, 1992, Registration No. 33-46082).
10.35 -- Agreement of Partnership of P&P Employees 89-B Conv.,
L.P. (formerly P&P Employees 89-B GP), dated October 31,
1989, among Parker & Parsley, Ltd. and the Investor
Partners (as defined therein, which includes individuals
who are directors and executive officers of Parker &
Parsley), together with a schedule identifying
substantially identical documents and setting forth the
material details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.50 to Parker & Parsley's Registration Statement on
Form S-4, dated December 31, 1990, Registration No.
33-38436).
10.36 -- Amendment to Agreement of Partnership of P&P Employees
89-B GP, dated May 31, 1990, among Parker & Parsley, Ltd.
and the Investor Partners (as defined therein, which
includes individuals who are directors and executives
officers of Parker & Parsley), together with a schedule
identifying substantially identical documents and setting
forth the material details in which those documents
differ form the foregoing document (incorporated by
reference to Exhibit 10.51 to Parker & Parsley's
Registration Statement on Form S-4, dated December 31,
1990, Registration No. 33-38436).
10.37 -- Schedule identifying additional documents substantially
identical to the Amendment to Agreement of Partnership of
P&P Employees 89-B GP included as Exhibit 10.5 and
setting forth the material details in which those
documents differ from that document (incorporated by
reference to Exhibit 10.52 to Parker & Parsley's
Registration Statement on Form S-1, dated February 28,
1992, Registration No. 33-46082).
10.38 -- Agreement of Partnership of P&P Employees 90 Spraberry
Private Development GP, dated October 16, 1990, among
Parker & Parsley, Ltd., James D. Moring, and the General
Partners (as defined therein, which includes individuals
who are directors and executive officers of Parker &
Parsley), and form of Amendment to Agreement of
Partnership of P&P Employees 90 Spraberry Private
Development GP, together with a schedule identifying
substantially identical documents and setting forth the
material details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.52 to Parker & Parsley's Registration Statement on
Form S-4, dated December 31, 1990, Registration No.
33-38436).
10.39 -- Amendment to Agreement of Partnership of Parker & Parsley
90-A GP, dated February 19, 1991, among Parker & Parsley
Development Company and the Investor Partners (as defined
therein, which includes individuals who are directors and
executive officers of Parker & Parsley), together with a
schedule identifying substantially identical documents
and setting forth the material details in which those
documents differ from the foregoing document
(incorporated by reference to Exhibit 10.58 to Parker &
Parsley's Registration Statement on Form S-1, dated
February 28, 1992, Registration No. 33-46082).
10.40 -- Agreement of Partnership of P&P Employees 91-A, GP, dated
September 30, 1991, among Parker & Parsley Development
Company, James D. Moring, and the General Partners (as
defined therein, which includes individuals who are
directors and executive officers of Parker & Parsley),
together with a schedule identifying substantially
identical documents and setting forth the material
details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.61 to Parker & Parsley's Registration Statement on
Form S-1, dated February 28, 1992, Registration No.
33-46082).
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.41 -- Development Drilling Program Agreement of Parker &
Parsley 91-A Development Drilling Program, dated
September 30, 1991, among Parker & Parsley Development
Company, the P&P Employee Participants (as defined
therein, which includes individuals who are directors and
executive officers of Parker & Parsley), P&P Employees
91-A, GP, and Parker & Parsley 91-A, L.P., together with
a schedule identifying substantially identical documents
and setting forth the material details in which those
documents differ from the foregoing document
(incorporated by reference to Exhibit 10.63 to Parker &
Parsley's Registration Statement on Form S-1, dated
February 28, 1992, Registration No. 33-46082).
10.42 -- Development Drilling Program Agreement, dated August 1,
1989, among Parker & Parsley, Ltd., Parker & Parsley
Development Partners L.P., certain key employees of
Parker & Parsley, Ltd. (which includes individuals who
are directors and executive officers of Parker &
Parsley), and related persons, P&P Employees 89-A GP, and
Parker & Parsley 89-A, GP, and Parker & Parsley 89-A,
L.P., together with a schedule identifying substantially
identical documents and setting forth the material
details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.56 to Parker & Parsley's Registration Statement on
Form S-4, dated December 31, 1990, Registration No.
33-38436).
10.43 -- Amendment to Development Drilling Program Agreement,
dated February 19, 1991, amending the Development
Drilling Program Agreement included in Exhibit 10.11,
together with a schedule identifying substantially
identical documents and setting forth the material
details in which those documents differ from the
foregoing document (incorporated by reference to Exhibit
10.66 to Parker & Parsley's Registration Statement on
Form S-1, dated February 28, 1992, Registration No.
33-46082).
10.44 -- Amendment to Agreement of Partnership of P&P Employees 90
Spraberry Private Development GP, dated April 22, 1991,
among the Partners (as defined therein, which includes
individuals who are directors and executive officers of
Parker & Parsley) (incorporated by reference to Exhibit
10.67 to Parker & Parsley's Registration Statement on
Form S-1, dated February 28, 1992, Registration No.
33-46082).
10.45 -- Agreement of Limited Partnership of Parker & Parsley 1992
Direct Investment Program, Ltd., dated as of July 24,
1992, among Parker & Parsley Development Company, as
managing general partner, and certain key employees of
Parker & Parsley (including individuals who are directors
and executive officers of Parker & Parsley), as
non-managing general partners and limited partners
(incorporated by reference to Exhibit 10.57 to Parker &
Parsley's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 1-10695).
10.46 -- Agreement of Limited Partnership of Parker & Parsley 1993
Direct Investment Program, Ltd., dated as of January 1,
1993, among Parker & Parsley Development Company, as
managing general partner, and certain key employees of
Parker & Parsley (including individuals who are directors
and executive officers of Parker & Parsley), as
non-managing general partners and limited partners
(incorporated by reference to Exhibit 10.49 to Parker &
Parsley's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File No. 1-10695).
10.47 -- Agreement of Limited Partnership of Parker & Parsley 1994
Direct Investment Program, Ltd., dated as of January 1,
1994, among Parker & Parsley Development Company, as
managing general partner, and certain key employees of
Parker & Parsley (including individuals who are directors
and executive officers of Parker & Parsley), as
non-managing general partners and limited partners
(incorporated by reference to Exhibit 10.20 to Parker &
Parsley's Annual Report on Form 10-K for the year ended
December 31, 1994, Commission File No. 1-10695).
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.48 -- Stock Acquisition Loan Agreements entered into as of June
15, 1995, between Parker & Parsley and Scott D.
Sheffield, together with Schedule I identifying named
executive officers with substantially identical
agreements, providing for Parker & Parsley's loans to
such officers (incorporated by reference to Exhibit 10.48
to the Company's Registration Statement on Form S-3, File
No. 333-42315).
10.49 -- Omnibus Amendment to Nonstatutory Stock Option
Agreements, included as part of the Long-Term Incentive
Plan, dated as of November 16, 1995, between Parker &
Parsley and Named Executive Officers identified on
Schedule 1 setting forth additional details relating to
the Long-Term Incentive Plan (incorporated by reference
to Parker & Parsley's Annual Report on Form 10-K for the
year ended December 31, 1995, Commission File No.
1-10695).
10.50 -- Severance Agreement, dated as of August 8, 1997, between
the Company and Scott D. Sheffield, together with a
schedule identifying substantially identical agreements
between the Company and each of the other named executive
officers identified on Schedule I for the purpose of
defining the payment of certain benefits upon the
termination of the officer's employment under certain
circumstances (incorporated by reference to Exhibit 10.7
to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997, File No. 001-13245).
10.51 -- Indemnification Agreement, dated as of August 8, 1997,
between the Company and Scott D. Sheffield, together with
a schedule identifying substantially identical agreements
between the Company and each of the Company's other
directors and named executive officers identified on
Schedule I (incorporated by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997, File No. 001-13245).
10.52 -- Pioneer Natural Resources Company Long-Term Incentive
Plan (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8,
Registration No. 333-35087).
10.53 -- Pioneer Natural Resources Company Employee Stock Purchase
Plan (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8,
Registration No. 333-35165).
10.54 -- Pioneer Natural Resources Company Deferred Compensation
Retirement Plan (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-8,
Registration No. 333-39153).
10.55 -- Pioneer Natural Resources USA, Inc. 401(k) Plan
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8,
Registration No. 333-39249).
10.56 -- Amended and Restated Credit Facility Agreement (Primary
Facility), dated as of December 18, 1997, between the
Company, as Borrower, and NationsBank of Texas, N.A., as
Administrative Agent, CIBC Inc., as Documentation Agent,
Morgan Guaranty Trust Company of New York, as
Documentation Agent, and The Chase Manhattan Bank, as
Syndication Agent; and the other Co-Agents and lenders
named therein (incorporated by reference to Exhibit 10.1
to the Company's Form 8-K, File No. 001-13245, dated
December 18, 1997).
10.57 -- Amended and Restated Credit Facility Agreement (364 Day
Facility), dated as of December 18, 1997, between the
Company, as Borrower, and NationsBank of Texas, N.A., as
Administrative Agent, CIBC Inc., as Documentation Agent,
Morgan Guaranty Trust Company of New York, as
Documentation Agent, and The Chase Manhattan Bank, as
Syndication Agent; and the other Co-Agents and lenders
named therein (incorporated by reference to Exhibit 10.2
to the Company's Form 8-K, File No. 001-13245, dated
December 18, 1997).
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.58 -- Credit Agreement, dated as of December 18, 1997, among
Chauvco, Canadian Imperial Bank of Commerce, as Agent,
and the other Lenders named therein (incorporated by
reference to Exhibit 10.3 to the Company's Current Report
on Form 8-K, File No. 001-13245, dated December 18,
1997).
10.59 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 10 5/8% Senior Subordinated Notes Due 2006
(incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
10.60 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 10 5/8% Senior Subordinated Notes Due 2006
(incorporated by reference to Exhibit 10.6 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
10.61 -- Third Supplemental Indenture, dated as of December 18,
1997, among Pioneer USA, the Subsidiary Guarantors named
therein, the Company, and Harris Trust and Savings Bank,
as Trustee, with respect to the Indenture, dated as of
July 2, 1996, as amended, relating to Pioneer USA's
10 5/8% Senior Subordinated Notes due 2006 (incorporated
by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.62 -- Fourth Supplemental Indenture, dated as of December 30,
1997, among Pioneer USA, a Delaware corporation, the
Company, a Delaware corporation, Pioneer NewSubl, Inc., a
Texas corporation, and Harris Trust and Savings Bank, an
Illinois corporation, as Trustee, with respect to the
Indenture, dated as of July 2, 1996, as amended, relating
to Pioneer USA's 10 5/8% Senior Subordinated Notes due
2006 (incorporated by reference to Exhibit 10.7 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.63 -- Sixth Supplemental Indenture, dated as of December 30,
1997, among Pioneer DebtCo, Inc. (as successor to Pioneer
NewSubl, Inc.), a Texas corporation, the Company, a
Delaware corporation, and Harris Trust and Savings Bank,
an Illinois corporation, as Trustee, with respect to the
Indenture, dated as of July 2, 1996, as amended, relating
to Pioneer USA's 10 5/8% Senior Subordinated Notes due
2006 (incorporated by reference to Exhibit 10.9 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.65 -- First Supplemental Indenture, dated as of April 15, 1997,
among Pioneer USA (formerly MOC), as Issuer, Mesa, the
subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 11 5/8% Senior Subordinated Discount Notes Due
2006 (incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
10.66 -- Second Supplemental Indenture, dated as of August 7,
1997, among Pioneer USA (formerly MOC), as Issuer, Mesa,
the subsidiary guarantors named therein, the Company, and
Harris Trust and Savings Bank, as Trustee, with respect
to the 11 5/8% Senior Subordinated Discount Notes due
2006 (incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-3,
Registration No. 333-39381, filed with the SEC on
November 3, 1997).
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.67 -- Third Supplemental Indenture, dated as of December 18,
1997, among Pioneer USA, the Subsidiary Guarantors named
therein, the Company, and Harris Trust and Savings Bank,
as Trustee, with respect to the Indenture, dated as of
July 2, 1996, as amended, relating to Pioneer USA's
11 5/8% Senior Subordinated Notes due 2006 (incorporated
by reference to Exhibit 10.12 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.68 -- Fourth Supplemental Indenture, dated as of December 30,
1997, among Pioneer USA (formerly known as MOC), a
Delaware corporation, the Company, a Delaware
corporation, Pioneer NewSubl, Inc., a Texas corporation,
and Harris Trust and Savings Bank, an Illinois
corporation, as Trustee, with respect to the Indenture
dated as of July 2, 1996, as amended, relating to Pioneer
USA's 11 5/8% Senior Subordinated Discount Notes due 2006
(incorporated by reference to Exhibit 10.13 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.69 -- Fifth Supplemental Indenture, dated as of December 30,
1997, among Pioneer NewSubl, Inc. (as successor to
Pioneer USA), a Texas corporation, the Company, a
Delaware corporation, Pioneer Debt Co, Inc., a Texas
corporation, and Harris Trust and Savings Bank, an
Illinois corporation, as Trustee, with respect to the
Indenture dated as of July 2, 1996, as amended, relating
to Pioneer USA's 11 5/8% Senior Subordinated Discount
Notes due 2006 (incorporated by reference to Exhibit
10.14 to the Company's Current Report on Form 8-K, File
No. 001-13245, filed with the SEC on January 2, 1998).
10.70 -- Sixth Supplemental Indenture, dated as of December 30,
1997, among Pioneer DebtCo, Inc. (as successor to Pioneer
NewSubl, Inc.), a Texas corporation, the Company, a
Delaware corporation, and Harris Trust and Savings Bank,
an Illinois corporation, as Trustee, with respect to the
Indenture dated as of July 2, 1996, as amended, relating
to Pioneer USA's 11 5/8% Senior Subordinated Discount
Notes due 2006 (incorporated by reference to Exhibit
10.15 to the Company's Current Report on Form 8-K, File
No. 001-13245, filed with the SEC on January 2, 1998).
10.71 -- First Supplemental Indenture, dated as of August 7, 1997,
among Parker & Parsley, The Chase Manhattan Bank, as
Trustee, and Pioneer USA, with respect to the Indenture,
dated April 12, 1995, between Pioneer USA (successor to
Parker & Parsley), and The Chase Manhattan Bank (National
Association), as Trustee (incorporated by reference to
Exhibit 10.9 to the Company's Registration Statement on
Form S-3, Registration No. 333-39381, filed with the SEC
on November 3, 1997).
10.72 -- Second Supplemental Indenture, dated as of December 30,
1997, among Pioneer USA, a Delaware corporation, Pioneer
NewSubl, Inc., a Texas corporation, and The Chase
Manhattan Bank, a New York banking association, as
Trustee, with respect to the Indenture, dated as of April
12, 1995, as amended, relating to Pioneer USA's 8 7/8%
Senior Notes Due 2005 and 8 1/4% Senior Notes Due 2007
(incorporated by reference to Exhibit 10.17 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.73 -- Third Supplemental Indenture, dated as of December 30,
1997, among Pioneer NewSubl, Inc. (as successor to
Pioneer USA), a Texas corporation, Pioneer DebtCo, Inc.,
a Texas corporation, and The Chase Manhattan Bank, a New
York banking association, as Trustee, with respect to the
Indenture, dated as of April 12, 1995, as amended,
relating to Pioneer USA's 8 7/8% Senior Notes due 2005
and 8 1/4% Senior Notes due 2007 (incorporated by
reference to Exhibit 10.18 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.74 -- Fourth Supplemental Indenture, dated as of December 30,
1997, among Pioneer DebtCo, Inc. (as successor to Pioneer
NewSubl, Inc., as successor to Pioneer USA), a Texas
corporation, the Company, a Delaware corporation, Pioneer
USA, a Delaware corporation, and The Chase Manhattan
Bank, a New York banking association, as trustee, with
respect to the Indenture, dated as of April 12, 1995, as
amended, relating to Pioneer USA's 8 7/8% Senior Notes
due 2005 and 8 1/4% Senior Notes due 2007 (incorporated
by reference to Exhibit 10.19 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.75 -- Guarantee, dated as of December 30, 1997, by Pioneer USA
relating to the $150,000,000 in aggregate principal
amount of 8 7/8% Senior Notes due 2005 and $150,000,000
in aggregate principal amount of 8 1/4% Senior Notes due
2007 issued under the Indenture, dated as of April 12,
1995, between Pioneer USA and The Chase Manhattan Bank, a
New York banking association, as Trustee (incorporated by
reference to Exhibit 10.20 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.76 -- Note, dated December 22, 1997, between the Company, as
Borrower, and NationsBank of Texas, N.A., as Lender
(incorporated by reference to Exhibit 10.21 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.77 -- Purchase and Sale Agreement, dated as of October 22,
1997, between Cometra Energy, L.P., and Pioneer USA
(incorporated by reference to Exhibit 10.22 to the
Company's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
10.78 -- Combination Agreement, dated September 3, 1997, between
the Company and Chauvco Resources Ltd. ("Chauvco")
(incorporated by reference to Exhibit 2.1 to Pioneer's
Current Report on Form 8-K, File No. 001-13245, filed
with the SEC on October 2, 1997).
10.79 -- Plan of Arrangement under Section 186 of the Business
Corporations Act (Alberta) (incorporated by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K,
File No. 001-13245, filed with the SEC on January 2,
1998).
10.80 -- Support Agreement between the Company and Pioneer Natural
Resources (Canada) Ltd. ("Pioneer Canada") (incorporated
by reference to Exhibit 2.3 to the Company's Current
Report on Form 8-K, File No. 001-13245, filed with the
SEC on January 2, 1998).
10.81 -- Indenture, dated January 13, 1998, between the Company
and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 99.1 to the Company's and Pioneer
USA's Current Report on Form 8-K, File No. 001-13245,
dated January 13, 1998).
10.82 -- First Supplemental Indenture, dated as of January 13,
1998, among the Company, Pioneer USA, as the subsidiary
guarantor, and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 99.2 to the
Company's and Pioneer USA's Current Report on Form 8-K,
File No. 001-13245, dated January 13, 1998).
10.83 -- Form of 6.50% Senior Notes Due 2008 of the Company
(incorporated by reference to Exhibit 99.3 to the
Company's and Pioneer USA's Current Report on Form 8-K,
File No. 001-13245, dated January 13, 1998).
10.84 -- Form of 7.20% Senior Notes Due 2028 of the Company
(incorporated by reference to Exhibit 99.4 to the
Company's and Pioneer USA's Current Report on Form 8-K,
File No. 001-13245, dated January 13, 1998).
10.85 -- Guarantee (2008 Notes), dated as of January 13, 1998,
entered into by Pioneer USA (incorporated by reference to
Exhibit 99.5 to the Company's and Pioneer USA's Current
Report on Form 8-K, File No. 001-13245, dated January 13,
1998).
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.86 -- Guarantee (2028 Notes), dated as of January 13, 1998,
entered into by Pioneer USA (incorporated by reference to
Exhibit 99.6 to the Company's and Pioneer USA's Current
Report on Form 8-K, File No. 001-13245, dated January 13,
1998).
23.1* -- Consent of KPMG Peat Marwick LLP.
23.2* -- Consent of Arthur Andersen LLP.
23.3* -- Consent of Price Waterhouse, chartered accountants.
23.4* -- Consent of Coopers & Lybrand L.L.P.
23.5* -- Consent of Netherland, Sewell & Associates, Inc.
23.6* -- Consent of Williamson Petroleum Consultants, Inc.
23.7* -- Consent of Miller and Lents, Ltd.
23.8* -- Consent of Gilbert Lausten Jung Associates, Ltd.
23.9* -- Consent of Martin Petroleum and Associates.
23.10* -- Consent of Vinson & Elkins L.L.P. (included in the
opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1+ -- Powers of Attorney of directors and officers of the
Company.
</TABLE>
- ---------------
* Filed herewith.
+ Previously filed.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors and Stockholders
Pioneer Natural Resources Company
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
registration statement. Our reports refer to a change in the method of
accounting for the impairment of long-lived assets and for long-lived assets to
be disposed of and a change in the method of accounting for income taxes.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Midland, Texas
February 25, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT TO INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
February 25, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-3
registration statement of Pioneer Natural Resources Company and its first
amendment of our report dated February 14, 1997 except for Notes 12(b) and (c)
which are as of September 3, 1997 and October 29., 1997, respectively, on our
audit of the consolidated financial statements of Chauvco Resources Ltd. as at
December 31, 1996 and 1995 and for each of the years in the three year period
ended December 31, 1996, and to all references to our Firm included in or made a
part of this registration statement.
/s/ Price Waterhouse
Chartered Accountants
Calgary, Alberta
February 25, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-3
registration statement (No. 333-44439) of Pioneer Natural Resources Company and
its first amendment of our report dated July 26, 1996, on our audit of the
financial statements of Greenhill Petroleum Corporation as of June 30, 1996, and
for the year then ended. We also consent to the reference to our firm under the
caption "Expert" in the registration statement and its first amendment.
/s/ Coopers & Lybrand L.L.P.
-------------------------------
Coopers & Lybrand L.L.P.
Houston, Texas
February 25, 1998
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the use of our audit letter prepared for Parker &
Parsley Petroleum Company, effective December 31, 1996, and to all references to
our firm included in or made a part of this Amendment No. 1 to the Registration
Statement on Form S-3 of Pioneer Natural Resources Company.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Frederic D. Sewell
----------------------------------
Frederic D. Sewell
President
Dallas, Texas
February 25, 1998
<PAGE> 1
EXHIBIT 23.6
[WILLIAMSON PETROLEUM CONSULTANTS, INC. LETTERHEAD]
CONSENT OF INDEPENDENT ENGINEERS AND GEOLOGISTS
Williamson Petroleum Consultants, Inc. ("Williamson") hereby consents
to the incorporation by reference to our report entitled "Evaluation and Review
of Oil and Gas Reserves to the Interests of Mesa Inc. in the Hugoton Area,
Various Counties, Kansas and West Panhandle Area, Various Counties, Texas,
Effective December 31, 1996, for Disclosure to the Securities and Exchange
Commission, Williamson Project 6.8421" dated March 17, 1997, with respect to
Mesa Inc. and to all references to our firm included in or made a part of
Amendment No. 1 to the Pioneer Natural Resources Company Registration Statement
on Form S-3 to be filed on February 25, 1997.
/s/ Williamson Petroleum Consultants, Inc.
---------------------------------------------
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Houston, Texas
February 25, 1998
<PAGE> 1
EXHIBIT 23.7
[MILLER AND LENTS, LTD. LETTERHEAD]
February 23, 1998
Pioneer Natural Resources Company
1400 Williams Square West
5205 N. O'Connor Blvd.
Irving, Texas 75039-3746
Re: Consent of Independent Petroleum Engineers and Geology
Gentlemen:
We hereby consent to the incorporation by reference of our report dated
February 24, 1997 entitled "Reserve and Net Revenue Forecast as of December 31,
1996, SEC Price Case" with respect to Greenhill Petroleum Corporation and MESA
Inc. and to all references to our firm included in or made a part of Amendment
No. 1 to the Registration Statement on Form S-3 of Pioneer Natural Resources
Company.
Very truly yours,
MILLER AND LENTS, LTD.
By: /s/ P.G. Von Tungeln
---------------------------------
P.G. Von Tungeln, Chairman
<PAGE> 1
EXHIBIT 23.8
[GILBERT LAUSTSEN JUNG ASSOCIATES LTD. LETTERHEAD]
CONSENT OF INDEPENDENT ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference of our reports
entitled:
-- Chauvco Resources Ltd. (Tidal Properties), Reserve Determination
and Economic Analysis, effective January 1, 1997, dated February
14, 1997.
-- Chauvco Resources (Gabon) S.A., Remboue Field, Reserve
Determination and Economic Analysis, effective December 31, 1996,
dated February 14, 1997.
-- Chauvco Resources (Gabon) S.A., Remboue Field, Reserve
Determination and Economic Analysis, effective August 1, 1997,
dated August 19, 1997.
-- Chauvco Resources (Argentina) S.A., Reserve Determination and
Economic Analysis, effective December 31, 1996, dated January 21,
1997.
and to all references to our firm included in or made a part of this
Registration Statement on Form S-3 of Pioneer Natural Resources Company.
Yours very truly,
GILBERT LAUSTSEN JUNG ASSOCIATES LTD.
per: /s/ Wayne W. Chow
------------------------------------
Wayne W. Chow, P.Eng.
Vice President
Calgary, Alberta
Dated: February 23, 1998
<PAGE> 1
EXHIBIT 23.9
[MARTIN PETROLEUM & ASSOCIATES]
CONSENT OF INDEPENDENT ENGINEERS AND GEOLOGISTS
We hereby consent to the incorporation by reference of our report
entitled "Audit of Evaluation of Oil and Gas Reserves of Pioneer Natural
Resources Canada Inc." prepared for Pioneer Natural Resources Canada Inc." dated
February 8, 1997 and to all references to our firm included in or made a part
of Amendment No. 1 to Resale Shelf Registration Statement on Form S-3 of
Pioneer Natural Resources Company.
MARTIN PETROLEUM & ASSOCIATES
By: /s/ John M. Hewitt
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John M. Hewitt, M.A., P.Eng.
Associated Partner
Calgary, Alberta
February 23, 1998
