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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PRIZE ENERGY CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
74267L106
(CUSIP Number)
MARK L. WITHROW
PIONEER NATURAL RESOURCES COMPANY
1400 WILLIAMS SQUARE WEST
5205 N. O'CONNOR BLVD.
IRVING, TEXAS 75039
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MARCH 31, 2000
(Date of Event which Requires Filing of this Statement on Schedule 13D)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Pioneer Natural Resources USA, Inc. 752516853
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds OO (a)
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5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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7 Sole Voting Power 2,637,715
Number of Shares Beneficially --------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 2,637,715
Person With --------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by each Reporting Person 2,637,715
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 19.9%
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14 Type of Reporting Person CO
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(a) See Item 3.
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1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Pioneer Natural Resources Company 752702753
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2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
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3 SEC use only
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4 Source of Funds OO (a)
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5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization Delaware
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7 Sole Voting Power 2,637,715
Number of Shares Beneficially --------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting --------------------------------------------
9 Sole Dispositive Power 2,637,715
Person With --------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by each Reporting Person 2,637,715
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11) 19.9%
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14 Type of Reporting Person CO
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(a) See Item 3.
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This Amendment No. 1 to Schedule 13D is filed by Pioneer Natural Resources
USA, Inc., a Delaware corporation ("Pioneer USA"), and Pioneer Natural Resources
Company, a Delaware corporation ("Pioneer"). Pioneer USA and Pioneer are
collectively referred to herein as "Reporting Persons."
This Amendment No. 1 amends and restates Items 4, 5, 6, and 7 contained in
the Schedule 13D dated February 8, 2000, and filed by each of the Reporting
Persons (the "Prior Filing"). Items 1, 2 and 3 of the Prior Filing remain
unchanged.
ITEM 4. PURPOSE OF THE TRANSACTION.
On March 28, 2000, Pioneer USA entered into a Stock Purchase Agreement (the
"Purchase Agreement") with Prize Energy Corp. ("Issuer") whereby effective as of
March 31, 2000 (the "Effective Date") the following occurred: (i) Pioneer USA
converted 3,984,197 shares of Series A 6% Convertible Preferred Stock of Issuer
into 3,984,197 shares of common stock of Issuer, par value $0.01 per share
("Common Stock"); (ii) Issuer purchased 1,346,482 shares of Common Stock from
Pioneer USA immediately upon such conversion; (iii) Issuer paid Pioneer USA a
cash dividend of $458,514 in lieu of the payment-in-kind dividend that otherwise
would have been due; (iv) Pioneer USA relinquished all of its rights under that
certain Voting and Shareholders Agreement, dated as of February 8, 2000, by and
among Pioneer USA, Issuer, and certain other Stockholders of Issuer (the "Voting
and Shareholders Agreement"), including Pioneer USA's right to designate two
directors of Issuer; and (v) Pioneer USA and Issuer agreed to terminate that
certain Joint Participation Agreement, dated as of June 29, 1999, by and between
Pioneer USA and Issuer, as assignee of such agreement (the "Joint Participation
Agreement"), which provided in part for Pioneer USA's right to participate in
certain future prospects of Issuer. In addition, effective as of the Effective
Date, Pioneer USA's two representatives on Issuer's board of directors resigned
as directors of the Issuer.
The foregoing summary of the terms of the Purchase Agreement is qualified
in its entirety by reference to the Purchase Agreement, which is incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Each Reporting Person is the beneficial owner of 2,637,715
shares of Common Stock, or 19.9% of the outstanding shares of Common Stock. Each
Reporting Person has the sole power to vote and dispose of the shares.
(c) and (d). On March 28, 2000, Pioneer USA agreed to sell 1,346,482 shares
of Common Stock to the Issuer for an amount equal to $13.50 per share, for a
total purchase price of $18,177,507. Such sale became effective as of the
Effective Date. On the Effective Date, Issuer paid Pioneer USA a cash dividend
of $458,514 in lieu of the payment-in-kind dividend that otherwise would have
been due. None of the executive officers or directors of either of the Reporting
Persons effected any transactions in Common Stock during the past 60 days, and
no person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sales of, the Common Stock
owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
All of the rights and obligations of the Reporting Persons under the Voting
and Shareholders Agreement were terminated as of the Effective Date.
The Reporting Persons are not party to any other contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C> <C>
Exhibit 10.1: Voting and Shareholders Agreement dated as of February 8, 2000
between Prize Energy Corp. and its stockholders.*
</TABLE>
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<TABLE>
<S> <C> <C>
Exhibit 10.2: Stock Purchase Agreement dated as of March 28, 2000, by and
between Prize Energy Corp. and Pioneer Natural Resources USA,
Inc.**
Exhibit 99.1: Joint Filing Statement dated February 18, 2000 among Reporting
Persons.*
Exhibit 99.2: Joint Filing Statement dated April 6, 2000 among Reporting
Persons.**
</TABLE>
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*Previously filed.
**Filed herewith.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 6, 2000 PIONEER NATURAL RESOURCES COMPANY
By: /s/ Mark L. Withrow
--------------------------------
Name: Mark L. Withrow
Title: Executive Vice President
Dated: April 6, 2000 PIONEER NATURAL RESOURCES USA, INC.
By: /s/ Mark L. Withrow
--------------------------------
Name: Mark L. Withrow
Title: Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
10.1 Voting and Shareholders Agreement dated as of
February 8, 2000 between Prize Energy Corp. and its
stockholders.*
10.2 Stock Purchase Agreement dated as of March 28, 2000,
by and between Prize Energy Corp. and Pioneer Natural
Resources USA, Inc.**
99.1 Joint Filing Statement dated February 18, 2000 among
the Reporting Persons.*
99.2 Joint Filing Statement dated April 6, 2000 among the
Reporting Persons.**
</TABLE>
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*Previously filed.
**Filed herewith.
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EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered
into this 28th day of March, 2000, by and between Prize Energy Corp. (formerly
known as Vista Energy Resources, Inc.), a Delaware corporation ("Prize"), and
Pioneer Natural Resources USA, Inc., a Delaware corporation ("Pioneer").
RECITALS
A. On February 8, 2000, as the result of a merger, Pioneer acquired
3,984,197 shares of Series A 6% Convertible Preferred Stock of Prize (the
"Pioneer Preferred Shares").
B. On March 31, 2000, Pioneer will be entitled to a dividend with
respect to the Pioneer Preferred Shares which the Parties (as defined below)
desire to have paid in cash in the amount of $458,514.
C. Prize desires that Pioneer convert the Pioneer Preferred Shares to
shares of common stock, par value $.01 per share, of Prize ("Common Stock"), and
Pioneer is willing to convert the Pioneer Preferred Shares to shares of Common
Stock provided Prize purchases a portion of such shares immediately upon the
conversion as described below.
D. Pioneer and Prize (the "Parties") desire to enter into this
Agreement in order to set forth their respective rights and obligations with
respect to such transaction and certain other matters.
E. On February 8, 2000, Prize, Pioneer and certain other stockholders
of Prize entered into a certain Voting and Shareholders Agreement, providing,
among other things, for the right of Pioneer to designate two members of the
board of directors of Prize (the "Voting Agreement").
F. On June 29, 1999, Pioneer and Prize Natural Resources, Inc.
(formerly known as Prize Energy Corp.), a Delaware corporation which is now a
wholly-owned subsidiary of Prize ("Old Prize"), entered into a certain Joint
Participation Agreement, providing, among other things, for Pioneer's right to
participate in certain future projects of Prize (the "Joint Participation
Agreement"). On February 8, 2000, the rights and obligations of Old Prize under
the Joint Participation Agreement were assigned to and assumed by Prize.
In consideration of the premises and the mutual covenants herein
contained, the Parties hereby agree as follows:
1. Effective Date. All of the transactions set forth herein shall be
effective as of the close of business on March 31, 2000 (the "Effective Date"),
and the closing shall occur immediately before the close of business on that
date (the "Closing").
2. Payment of Dividend. On the Effective Date and before the Closing,
Prize shall pay to Pioneer, by wire transfer of immediately available funds to
an account designated by Pioneer, the amount of $458,514 as a dividend on the
Pioneer Preferred Shares.
3. Conversion of the Pioneer Preferred Shares. Effective as of the
Effective Date, the Pioneer Preferred Shares shall, without further action on
the part of either Party or any other person or entity, be converted into
3,984,197 shares of Common Stock.
4. Purchase and Sale. Effective as of the Effective Date, Prize shall
purchase from Pioneer, and Pioneer shall sell and deliver to Prize, 1,346,482
shares of Common Stock (the "Pioneer Shares"). At the Closing: (a) Pioneer shall
deliver to Prize the stock certificates evidencing the Pioneer Preferred Shares,
duly endorsed for transfer or accompanied by duly executed stock powers; and (b)
Prize shall deliver to Pioneer a certificate evidencing 2,637,715
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shares of Common Stock or, if impracticable, an irrevocable letter of
instruction to Prize's transfer agent instructing that a certificate evidencing
2,637,715 shares of Common Stock be delivered to Pioneer not later than April 7,
2000.
5. Purchase Price. In consideration for the purchase and sale of the
Pioneer Shares, Prize shall pay to Pioneer at the Closing, by wire transfer of
immediately available funds to an account designated by Pioneer, an amount equal
to $13.50 per Pioneer Share, for a total purchase price of $18,177,507.
6. Voting Agreement. Effective as of the Effective Date, subject to the
receipt of the payment of the dividend and purchase price as set forth herein,
Pioneer hereby relinquishes all of its rights under the Voting Agreement,
including without limitation its right to designate two directors of Prize. Not
later than April 7, 2000, subject to the receipt of the payment of the dividend
and purchase price as set forth herein, Pioneer shall deliver to Prize the
written resignations of each of its designated members of Prize's board of
directors, effective as of the Effective Date.
7. Joint Participation Agreement. Pioneer, subject to the receipt of
the payment of the dividend and purchase price as set forth herein, and Prize
hereby agree to terminate the Joint Participation Agreement as of the Effective
Date and further agree that neither Party shall have any liability or obligation
to the other under the Joint Participation Agreement following the Closing.
8. Representations and Warranties of Pioneer. Pioneer hereby represents
and warrants to Prize as follows:
(a) Organization and Authority. Pioneer is a corporation, duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite power and authority to own,
lease and operate its properties and to conduct its business as
presently conducted. Pioneer has full power and authority to execute
and deliver this Agreement and to perform its obligations hereunder. No
further action is necessary on the part of Pioneer for Pioneer to
execute and deliver this Agreement and to consummate and perform its
obligations hereunder.
(b) Validity and Binding Effect. This Agreement has been duly
executed and delivered on behalf of Pioneer and constitutes the legal,
valid and binding obligation of Pioneer, enforceable against Pioneer in
accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditor's rights generally
and general equitable principles, regardless of whether enforceability
is considered in a proceeding at law or in equity.
(c) Litigation. There is no litigation, proceeding or investigation
pending or, to the knowledge of Pioneer, threatened against or
affecting Pioneer that questions the validity or enforceability of this
Agreement or any other document, instrument or agreement to be executed
and delivered by Pioneer in connection with the transactions
contemplated hereby.
(d) Noncontravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any statute, regulation, rule, injunction,
judgment, order, decree or ruling, charge or other restriction of any
government, governmental agency, or court to which Pioneer is subject;
or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any Party the right to
accelerate, terminate, modify or cancel, or require any notice or
consent under the Certificate of Incorporation or Bylaws of Pioneer or
any agreement, contract, lease, license, instrument or other
arrangement to which Pioneer is a Party or by which Pioneer is bound or
to which any of its assets are subject.
(e) Consents and Approvals. No consent, approval, order or
authorization of, registration, declaration or filing with, or permit
from, any governmental authority is required by or with respect to
Pioneer in connection with the execution and delivery of this Agreement
by Pioneer or the consummation by Pioneer of the transactions
contemplated hereby. No consent or approval of any other person or
entity is required by or with respect to Pioneer in connection with the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.
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(f) Title to the Pioneer Preferred Shares and the Pioneer Shares.
The Pioneer Preferred Shares are held, and the Pioneer Shares, upon
issuance, will be held, beneficially and of record by Pioneer, and the
Pioneer Shares are being conveyed to Prize free and clear of any lien,
mortgage, security interest, pledge, deposit, burden, encumbrance,
restriction on transfer, option, warrant, purchase right or other
contract or commitment (other than this Agreement and the Voting
Agreement).
9. Representations and Warranties of Prize. Prize hereby represents and
warrants to Pioneer as follows:
(a) Organization and Authority. Prize is a corporation, duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite power and authority to own,
lease and operate its properties and to conduct its business as
presently conducted. Prize has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. No
further action is necessary on the part of Prize for Prize to execute
and deliver this Agreement and to consummate and perform its
obligations hereunder.
(b) Validity and Binding Effect. This Agreement has been duly
executed and delivered on behalf of Prize and constitutes the legal,
valid and binding obligation of Prize, enforceable against Prize in
accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditor's rights generally
and general equitable principles, regardless of whether enforceability
is considered in a proceeding at law or in equity.
(c) Litigation. There is no litigation, proceeding or investigation
pending or, to the knowledge of Prize, threatened against or affecting
Prize that questions the validity or enforceability of this Agreement
or any other document, instrument or agreement to be executed and
delivered by Prize in connection with the transactions contemplated
hereby.
(d) Noncontravention. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any statute, regulation, rule, injunction,
judgment, order, decree or ruling, charge or other restriction of any
government, governmental agency, or court to which Prize is subject; or
(ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any Party the right to
accelerate, terminate, modify or cancel, or require any notice or
consent under the Certificate of Incorporation or Bylaws of Prize or
any agreement, contract, lease, license, instrument or other
arrangement to which Prize is a Party or by which Prize is bound or to
which any of its assets are subject.
(e) Consents and Approvals. No consent, approval, order or
authorization of, registration, declaration or filing with, or permit
from, any governmental authority is required by or with respect to
Prize in connection with the execution and delivery of this Agreement
by Prize or the consummation by Prize of the transactions contemplated
hereby. No consent or approval of any other person or entity is
required by or with respect to Prize in connection with the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby.
10. Expenses. Each Party shall bear its own expenses incurred in
connection with the transactions contemplated herein.
11. Broker's Fees. Each Party represents and warrants to the other that
such Party has not incurred any liability for broker's fees, finder's fees,
agent's commissions or other similar forms of compensation in connection with or
in any way related to the transactions contemplated by this Agreement.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the substantive law of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
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13. Assignment; Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by either of the
Parties (whether by operation of law or otherwise) without the prior written
consent of the other Party. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the Parties
and their respective successors and assigns.
14. Notices. All notices, requests, demands, claims and other
communications required or permitted to be given hereunder shall be in writing
and shall be sent by (a) personal delivery (effective upon delivery), (b)
facsimile transmission (effective upon transmission), (c) recognized overnight
delivery service (effective on the next day after delivery to the delivery
service), or (d) registered or certified mail, return receipt requested and
postage prepaid (effective on the third day after being so mailed), in each case
addressed to the intended recipient as set forth below:
<TABLE>
<S> <C>
If to Prize:
Prize Energy Corp.
3500 William D. Tate
Suite 200
Grapevine, Texas 76051
Attention: Lon C. Kile
Facsimile: (817) 424-0071
If to Pioneer:
Pioneer Natural Resources USA, Inc.
1400 Williams Square West
5205 North O'Connor Blvd.
Irving, Texas 75039-3746
Attention: Mark L. Withrow
Facsimile No.: (972) 969-3581
</TABLE>
Either Party may change its address for receiving notices by giving written
notice of such change to the other Party.
15. Miscellaneous. This Agreement constitutes the entire agreement
between the Parties and supercedes any prior understandings, agreements,
arrangements and representations between the Parties, written or oral, to the
extent they related to any substantive matter hereof. This Agreement may be
executed in multiple counterparts, each of which shall be an original, but all
of which together shall constitute one and the same agreement. This Agreement
may be amended by the Parties at any time only by a written instrument signed on
behalf of each of the Parties. The waiver by either Party of a breach of any
provision hereof shall not operate or be construed as a waiver of any prior or
subsequent breach of the same or any other provision hereof.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
"Prize" "Pioneer"
<TABLE>
<CAPTION>
Prize Energy Corp. Pioneer Natural Resources USA, Inc.
<S> <C> <C> <C> <C><C>
By: /s/ Lon C. Kile By: /s/ Mark L. Withrow
---------------------------------- -----------------------------------
Lon C. Kile Mark L. Withrow
President Executive Vice President
</TABLE>
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EXHIBIT 99.2
JOINT FILING STATEMENT
Each of the undersigned agrees that (i) the Statement on Amendment No. 1 to
Schedule 13D relating to the Common Stock, par value $0.01 per share, of Prize
Energy Corp. has been adopted and filed on behalf of each of them, (ii) all
future amendments to such Statement on Amendment No. 1 to Schedule 13D will,
unless written notice to the contrary is delivered as described below, be
jointly filed on behalf of each of them and (iii) the provisions of 13d-1(k)(1)
under the Securities Exchange Act of 1934 apply to each of them. This Agreement
may be terminated with respect to the obligations to jointly file future
amendments to such Statement on Schedule 13D as to either of the undersigned
upon such person giving written notice thereof to the other person signatory
hereto, at the principal office thereof.
<TABLE>
<S> <C> <C> <C> <C>
Dated: April 6, 2000 PIONEER NATURAL RESOURCES COMPANY
By: /s/ Mark L. Withrow
--------------------------------------
Name: Mark L. Withrow
Title: Executive Vice President
Dated: April 6, 2000 PIONEER NATURAL RESOURCES USA, INC.
By: /s/ Mark L. Withrow
--------------------------------------
Name: Mark L. Withrow
Title: Executive Vice President
</TABLE>
