UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 31, 1999 (FEBRUARY 15, 1999)
PIONEER NATURAL RESOURCES COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 1-13245 75-2702753
- ------------------------------- ------------- ---------------------
(State or other jurisdiction of Registration (I.R.S. Employer
incorporation or organization) File Number Identification Number)
1400 WILLIAMS SQUARE WEST, 5205 N. O'CONNOR BLVD., IRVING, TEXAS 75039
- ---------------------------------------------------------------- --------
(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code : (972) 444-9001
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
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PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
Item 5. Other Events.................................................... 3
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
Introductory Statement.................................... 4
Unaudited Pro Forma Condensed Statement of Operations
for Pioneer Natural Resources Company for the year
ended December 31, 1999................................. 5
Notes to Unaudited Pro Forma Condensed Statement of
Operations.............................................. 6
(c) Exhibits................................................... 7
Signatures............................................................... 8
2
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PIONEER NATURAL RESOURCES COMPANY
The information in this document includes forward-looking statements
that are based on assumptions that in the future may prove not to have been
accurate. Those statements, and Pioneer Natural Resources Company's (the
"Company") business and prospects are subject to a number of risks including the
volatility of oil and gas prices, environmental risks, risks related to debt
restrictions and availability, operating hazards and risks, risks associated
with natural gas processing plants, risks related to exploration and development
drilling, uncertainties about estimates of reserves, competition, government
regulation, risks associated with international operations, and the ability of
the Company to implement its business strategy. These and other risks are
described in the Company's 1999 Annual Report on Form 10-K, which is available
from the United States Securities and Exchange Commission (the "SEC").
ITEM 5. OTHER EVENTS
On July 13, 1999, the Company filed a Current Report on Form 8-K dated
June 29, 1999 (the "July 13, 1999 Form 8-K") with the SEC reporting a series of
related asset dispositions under Item 2. Acquisition or Disposition of Assets
and, associated therewith, presented unaudited proforma condensed financial
statements under Item 7. Financial Statements and Exhibits. On December 13,
1999, the Company filed with the SEC a Current Report on Form 8-K dated
September 30, 1999 (the "December 13, 1999 Form 8-K") to supplement the
unaudited proforma condensed financial statements presented under Item 7 of the
July 13, 1999 Form 8-K, based on the reported results of the Company for the
nine months ended September 30, 1999. The purpose of this Current Report on Form
8-K is to further supplement the unaudited proforma condensed financial
statements presented under Item 7 of the July 13, 1999 Form 8-K and the December
13, 1999 Form 8-K, based on the reported results of the Company for the year
ended December 31, 1999. The Company's consolidated balance sheet as of December
31, 1999, and Supplementary Data relating to oil and gas proved reserves and
standardized measure of discounted future net cash flows as of and for the year
ended December 31, 1999, as presented in its Annual Report on Form 10-K for the
year ended December 31, 1999, include the effects of the 1999 asset
divestitures.
Asset Divestitures
During 1999, the Company completed the divestiture of certain United
States and Canadian non-strategic assets. The Company realized $390.5 million of
net cash proceeds from the divestitures, which was used to reduce the Company's
outstanding indebtedness.
Prize Divestiture. On June 29, 1999, the Company completed the
divestiture (the "Prize Divestiture") of certain oil and gas producing
properties, gas plants and other assets to Prize Energy Corp. ("Prize"). The oil
and gas producing assets sold to Prize include properties located in the Gulf
Coast, Mid Continent and Permian Basin areas of the Company's United States
region.
In accordance with the terms of the Prize Divestiture, the Company
received net sales proceeds of $245.0 million, comprised of $215.0 million of
cash and shares of Prize six percent convertible preferred stock having a
liquidation preference and fair value of $30.0 million. The Company recognized a
loss of $46.4 million from the Prize Divestiture.
Other United States Divestitures. In addition to the Prize Divestiture,
the Company completed the divestitures of non-strategic United States oil and
gas properties located in the South Texas Gulf Coast, the West Texas Permian
Basin and North Dakota areas, an East Texas gas facility and certain other
assets for net cash proceeds of $116.2 million. Associated with these
divestitures, the Company recorded a net gain on disposition of assets of $31.0
million during the year ended December 31, 1999.
Canadian Divestitures. During 1999, the Company completed the
divestiture of certain non-strategic Canadian oil and gas properties, gas plants
and other related assets. In accordance with the terms of the Canadian purchase
and sale agreements, the Company received net cash proceeds of US $59.3 million.
Associated with these divestitures, the Company recognized a net loss of US $8.8
million during the year ended December 31, 1999.
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Reserve Divestitures. The following table summarizes the Company's
proved reserves and the standardized measure of discounted future cash flows
("Standardized Measure") that were associated with the United States and
Canadian asset divestitures during 1999:
United
States Canada Total
--------- --------- ---------
Sales of proved reserves in place:
Oil and NGLs (MBbls) 42,207 11,382 53,589
Gas (MMcf) 322,891 23,737 346,628
MBOE 96,024 15,338 111,362
Standardized Measure of sales of proved
reserves in place (in thousands) $ 387,847 $ 80,529 $ 468,376
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Introductory Statements
The accompanying unaudited pro forma condensed statement of operations
of the Company for the year ended December 31, 1999 has been prepared to give
effect to (i) the divestiture of certain non-strategic oil and gas properties,
gas plants, and other assets to Prize Energy Corp. in June 1999 and (ii) the
aggregate effect of other divestitures of non-strategic Canadian and United
States oil and gas properties, gas plants and related assets during the year
ended December 31, 1999 (items (i) and (ii) collectively the "1999
Dispositions") as if the 1999 Dispositions had occurred prior to January 1,
1999.
The unaudited pro forma condensed statement of operations included
herein is not necessarily indicative of the results that might have occurred had
the 1999 Dispositions taken place on the date that is assumed for the pro forma
presentations and are not intended to be a projection of future results. Future
results may vary significantly from the results reflected in the accompanying
unaudited pro forma condensed statement of operations because of normal
production declines, changes in product prices, future acquisitions and
divestitures, future development and exploration activities, and other factors.
The following unaudited pro forma condensed statement of operations for
the year ended December 31, 1999 should be read in conjunction with the
Consolidated Financial Statements (and the related notes) of the Company
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
4
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PIONEER NATURAL RESOURCES COMPANY
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
THE 1999 PRO FORMA PRO FORMA
COMPANY DISPOSITIONS ADJUSTMENTS PIONEER
--------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas........................ $ 644,646 $ (78,887) $ $ 565,759
Interest and other................. 89,657 - 89,657
Loss on disposition of assets, net. (24,168) 24,168 -
-------- ---------- --------
710,135 (54,719) 655,416
-------- ---------- --------
Cost and expenses:
Oil and gas production............. 159,530 (25,354) 134,176
Depletion, depreciation and
amortization..................... 236,047 (32,093) 203,954
Impairment of long-lived assets.... 17,894 - 17,894
Exploration and abandonments....... 65,974 (298) 65,676
General and administrative......... 40,241 - 40,241
Reorganization..................... 8,534 - 8,534
Interest........................... 170,344 - (15,118)(a) 155,226
Other.............................. 34,631 - 34,631
-------- ---------- --------
733,195 (57,745) 660,332
-------- ---------- --------
Loss from continuing operations before
income taxes....................... (23,060) 3,026 (4,916)
Income tax provision.................. 600 - 600
-------- ---------- --------
Loss from continuing operations....... $ (22,460) $ 3,026 $ (4,316)
======== ========== ========
Loss from continuing operations per
common share:
Basic............................ $ (.22) $ (.04)
======== ========
Diluted.......................... $ (.22) $ (.04)
======== ========
Weighted average shares
outstanding........................ 100,307 100,307
======== ========
</TABLE>
See accompanying notes to unaudited pro forma condensed financial statements.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO UNAUDITED PRO FORMA CONDENSED
STATEMENT OF OPERATIONS
DECEMBER 31, 1999
NOTE 1. BASIS OF PRESENTATION
The unaudited pro forma condensed financial information of Pioneer
Natural Resources Company (the "Company") has been prepared to give effect to
(i) the divestiture of certain non-strategic oil and gas properties, gas plants
and other assets to Prize Energy Corp. ("Prize") in June 1999 and (ii) the
aggregate effect of other divestitures of non-strategic Canadian and United
States oil and gas properties, gas plants and related assets during the period
from February 15, 1999 to December 31, 1999 (items (i) and (ii) collectively,
the "1999 Dispositions"). The accompanying unaudited pro forma condensed
statement of operations is presented as if the 1999 Dispositions occurred prior
to January 1, 1999. The Company's audited consolidated balance sheet as of
December 31, 1999, as presented in its Annual Report on Form 10-K for the year
ended December 31, 1999, includes the effects of the 1999 Dispositions.
Accordingly, an unaudited proforma balance sheet is not presented herein.
Following is a description of the individual columns included in the
unaudited pro forma condensed statement of operations:
The Company - Represents the consolidated condensed statement of
operations of Pioneer Natural Resources Company for the year ended December 31,
1999.
1999 Dispositions - Reflects the results of operations (before income
taxes) for the year ended December 31, 1999 from the oil and gas properties, gas
plants and related assets prior to their sale in 1999.
NOTE 2. PRO FORMA ADJUSTMENT
Following is a description of the pro forma adjustment used in the
preparation of the accompanying unaudited pro forma condensed statement of
operations:
(a) Pro forma adjustment to reduce interest expense for the year ended
December 31, 1999 to reflect the use of $390.5 million of net cash
proceeds from divestments to reduce outstanding bank indebtedness. The
adjustment for the year ended December 31, 1999 is based on the 1999
average annual interest rate of 7.3 percent incurred on bank indebtedness.
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PIONEER NATURAL RESOURCES COMPANY
(c) EXHIBITS
10.1 Purchase and Sale Agreement, dated May 16, 1999, by and between
Pioneer Natural Resources USA, Inc. and Pioneer Resources Producing,
L.P. as Seller and Prize Energy Corp. as Purchaser (incorporated by
reference to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 13, 1999.)
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PIONEER NATURAL RESOURCES COMPANY
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
Date: March 14, 2000 By: /s/ RICH DEALY
--------------------------------
Rich Dealy
Vice President and Chief
Accounting Officer
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