<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2000.
REGISTRATION STATEMENT NO. 333-44346
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
PRIZE ENERGY CORP.
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C> <C>
DELAWARE 1311 75-2766114
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
3500 WILLIAM D. TATE, SUITE 200
GRAPEVINE, TEXAS 76051
(817) 424-0400
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
LON C. KILE
PRESIDENT AND CHIEF OPERATING OFFICER
PRIZE ENERGY CORP.
3500 WILLIAM D. TATE, SUITE 200
GRAPEVINE, TEXAS 76051
(817) 424-0400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:
<TABLE>
<S> <C> <C>
ROBERT A. CURRY ROBERT L. KIMBALL ROBERT V. JEWELL
CONNER & WINTERS VINSON & ELKINS L.L.P. ANDREWS & KURTH L.L.P.
A PROFESSIONAL CORPORATION 3700 TRAMMELL CROW CENTER 600 TRAVIS, SUITE 4200
3700 FIRST PLACE TOWER 2001 ROSS AVENUE HOUSTON, TEXAS 77002
15 EAST FIFTH STREET DALLAS, TEXAS 75201 (713) 220-4200
TULSA, OKLAHOMA 74103-4344 (214) 220-7700
(918) 586-5725
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 is to file two exhibits to the
Registration Statement as shown in Item 16(a) of Part II below.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All amounts, except the SEC and NASD fees, are estimates. None of these
expenses will be borne by the selling stockholders.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 23,850
NASD filing fee............................................. 9,534
Printing and shipping expenses.............................. 125,000
Legal fees and expenses..................................... 175,000
Accounting fees and expenses................................ 115,000
Transfer Agent fees......................................... 1,500
Engineering fees............................................ 10,000
Miscellaneous............................................... 50,116
--------
Total............................................. $510,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Amended and Restated Certificate of Incorporation of
the Registrant provides that the Registrant shall indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation Law
("DGCL"). Pursuant to Section 145 of the DGCL, 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, so long as 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
bylaw, 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 Tenth 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 DGCL.
As permitted under the DGCL, the Registrant's Amended and Restated
Certificate of Incorporation also eliminates the liability of the Registrant's
directors for monetary damages for breach of their fiduciary duty as directors.
This provision, however, does not eliminate a director's liability (a) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(b) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) in respect of certain unlawful
dividend payments or unlawful stock redemptions or repurchases, or (d) for any
transaction from which a director derived an improper personal benefit.
The preceding discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Section 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by the Amended and Restated
Certificate of Incorporation and Section 145 of the DGCL.
The Registrant has entered into indemnification agreements with certain of
its directors and officers. Pursuant to such agreements, the Registrant will, to
the extent permitted by applicable law, indemnify such persons against all
expenses, judgments, fines and penalties incurred in connection with the defense
or settlement of any actions brought against them by reason of the fact that
they were directors or officers of
II-1
<PAGE> 4
the Registrant or assumed certain responsibilities at the direction of the
Registrant. The Registrant carries directors' and officers' liability insurance
to insure its directors and officers against liability for certain errors and
omissions and to defray costs of a suit or proceeding against an officer or
director.
The Underwriting Agreement that the Registrant will enter into with respect
to the offer and sale of the common stock covered by this Registration Statement
will contain certain provisions for the indemnification of the Registrant's
directors and officers and the underwriters, as applicable, against civil
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following information is furnished as to securities of the Registrant
sold within the past three years which were not registered under the Securities
Act. Each of the issuances and sales described below was effected and relies
upon an exemption from registration under Section 4(2) of the Securities Act for
transactions by an issuer not involving any public offering, or other exemptions
as set forth below. Grants of options are included only to the extent that such
grants are considered to be sales. No underwriting discounts or commissions were
paid in connection with such sales. All references in this Item 15 to the number
of shares of common stock and to common stock per share data have been restated
to reflect a one-for-seven reverse stock split effected on February 8, 2000.
1. On May 21, 1998, Vista Resources Partners, L.P. formed the Registrant as
a wholly-owned subsidiary and was issued 142 shares of common stock of the
Registrant for total cash consideration of $10.00.
2. On October 28, 1998, pursuant to the terms of an Exchange Agreement
dated June 15, 1998, the Registrant acquired all of the outstanding limited
partner interests of Vista Resources Partners, L.P. (the "Partnership") and all
of the outstanding shares of common stock of the general partner of the
Partnership in exchange for 1,700,500 shares of common stock of the Registrant
and 8,563,028 warrants of the Registrant representing the right to buy 1,223,290
shares of common stock of the Registrant, at an exercise price of $28.00 per
share. These shares and warrants were issued to the 24 holders of the limited
partner interests of the Partnership and the four stockholders (each of whom was
also a limited partner of the Partnership) of the corporate general partner of
the Partnership. Each former partner of the Partnership was an "accredited
investor," and the exchange was effected under Rule 506 under Regulation D under
the Securities Act.
3. On October 28, 1998, pursuant to the terms of the Midland Exchange
Agreement dated May 22, 1998, options to purchase 1,372,931 shares of common
stock of Midland Resources, Inc. were exchanged for 995,375 warrants of the
Registrant representing the right to buy 142,196 shares of common stock of the
Registrant, at an exercise price of $28.00 per share. These warrants were issued
to six individuals, each of whom was an "accredited investor." The exchange was
effected under Rule 506 under Regulation D under the Securities Act.
4. In October 1999, pursuant to the terms of a Purchase and Sale Agreement
dated September 29, 1999, the Registrant acquired certain producing oil and gas
properties from an individual by issuing to such individual 857 shares of common
stock of the Registrant.
5. On February 9, 2000, the Registrant granted options under the
Registrant's 1998 Key Employee Stock Option Plan to key employees of the
Registrant to purchase an aggregate of 70,000 shares of common stock of the
Registrant at an exercise price of $12.375 per share.
6. On March 31, 2000, Pioneer Natural Resources USA, Inc. converted all of
the 3,984,197 shares of Series A 6% Convertible Preferred Stock of the
Registrant owned by it into 3,984,197 shares of common stock of the Registrant.
Such shares of common stock were issued pursuant to Section 3(a)(9) of the
Securities Act.
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<PAGE> 5
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
The following exhibits are included as exhibits to this Registration
Statement. Those exhibits below incorporated by reference herein are indicated
as such by the information supplied in the parenthetical thereafter. If no
parenthetical appears after an exhibit, such exhibit is filed herewith unless
otherwise indicated:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- -----------------------
<C> <S>
1.1 -- Form of Underwriting Agreement.
2.1 -- Agreement and Plan of Merger, dated as of October 8,
1999, among Vista Energy Resources, Inc. (now Prize
Energy Corp.), PEC Acquisition Corp. and Prize Energy
Corp. (filed as Annex A to the Proxy Statement/Prospectus
included in the Registrant's Registration Statement on
Form S-4, Registration No. 333-93561, as amended (the
"Registration Statement")).
2.2 -- First Amendment to Agreement and Plan of Merger, dated as
of January 5, 2000, among Vista Energy Resources, Inc.
(now Prize Energy Corp.), PEC Acquisition Corp. and Prize
Energy Corp. (filed as Exhibit 2.2 to the Registration
Statement).
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's
report on Form 8-K dated February 8, 2000).
3.2 -- Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to the Registrant's report on Form 8-K dated
February 8, 2000).
4.1* -- Specimen Stock Certificate for the Common Stock, par
value $.01 per share, of the Registrant.
4.2 -- Certificate of Designation, Voting Powers and Rights of
Series A 6% Convertible Preferred Stock of the Registrant
(filed as Exhibit 4.2 to the Registrant's report on Form
8-K dated February 8, 2000).
4.3 -- Amended and Restated Registration Rights Agreement, dated
February 8, 2000, by and among the Registrant, Prize
Natural Resources, Inc. (formerly known as Prize Energy
Corp.) and certain stockholders of the Registrant (filed
as Exhibit 4.1 to the Registrant's report on Form 8-K
dated February 8, 2000).
4.4 -- Registration Rights Agreement, dated as of October 28,
1998, by and among Vista Energy Resources, Inc. (now
Prize Energy Corp.) and certain securityholders of
Midland Resources, Inc. (filed as an exhibit to the
Registrant's Registration Statement on Form S-4,
Registration No. 333-58495, as amended (the "1998
Registration Statement")).
4.5 -- Warrant Agreement, dated as of October 28, 1998, among
Vista Energy Resources, Inc. (now Prize Energy Corp.) and
American Stock Transfer & Trust Company (filed as an
exhibit to the 1998 Registration Statement).
4.6 -- Warrant Agreement, dated as of November 1, 1990, among
Midland Resources, Inc. and Stock Transfer Company of
America, Inc. (filed as Exhibit 4.6 to the Registration
Statement).
5.1 -- Opinion of Conner & Winters, A Professional Corporation,
regarding legality of common stock being registered.
10.1 -- Amended and Restated Credit Agreement, dated February 8,
2000, by and among Prize Energy Resources, L.P., Vista
Resources Partners, L.P. and Midland Resources, Inc., as
borrowers, the Registrant, as guarantor, BancBoston,
N.A., as administrative agent, First Union National Bank,
as syndication agent, CIBC Inc., as documentation agent,
and Bank One, Texas, as lead manager (the "Amended and
Restated Credit Agreement") (filed as Exhibit 10.1 to the
Registrant's report on Form 8-K dated February 8, 2000).
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- -----------------------
<C> <S>
10.2 -- Assignment and Assumption Agreement, dated February 8,
2000, by and between the Registrant and Prize Natural
Resources, Inc. (formerly known as Prize Energy Corp.)
relating to the Joint Participation Agreement attached
thereto, dated January 29, 1999, by and between Prize
Energy Corp. and Pioneer Natural Resources USA, Inc.
(filed as Exhibit 10.3 to the Registrant's report on Form
8-K dated February 8, 2000).
10.3 -- Form of Advisory Services Agreement between Vista Energy
Resources, Inc. (now Prize Energy Corp.), Natural Gas
Partners II, L.P. and Natural Gas Partners III, L.P.
(filed as Exhibit 10.4 to the 1998 Registration
Statement).
10.4 -- Voting and Shareholders Agreement, dated February 8,
2000, among the Registrant, Prize Natural Resources, Inc.
(formerly known as Prize Energy Corp.) and certain
stockholders of the Registrant (filed as Exhibit 10.2 to
the Registrant's report on Form 8-K dated February 8,
2000).
10.5 -- Amended and Restated Option Plan of the Registrant (filed
as Exhibit 10.4 to the Registrant's report on Form 8-K
dated February 8, 2000).
10.6 -- Form of Indemnification Agreement by and between Vista
Energy Resources, Inc. (now Prize Energy Corp.) and each
of its directors and executive officers (filed as an
exhibit to the 1998 Registration Statement).
10.7 -- Prize Energy Corp. 1998 Key Employee Stock Option Plan
(filed as an exhibit to the 1998 Registration Statement).
10.8 -- Amendment No. 1 to Prize Energy Corp. 1998 Key Employee
Stock Option Plan (filed as Exhibit A to the Registrant's
Proxy Statement for Annual Meeting of Stockholders dated
April 28, 2000).
10.9 -- Consulting and Termination Agreement, dated as of October
8, 1999, by and among Prize Energy Corp., Vista Energy
Resources, Inc. (now Prize Energy Corp.) and C. Randall
Hill (filed as an exhibit to the Registrant's report on
Form 10-Q for the quarter ended September 30, 1999).
10.10 -- Consulting and Termination Agreement, dated as of October
8, 1999, by and among Prize Energy Corp., Vista Energy
Resources, Inc. (now Prize Energy Corp.) and Steven D.
Gray (filed as an exhibit to the Registrant's report on
Form 10-Q for the quarter ended September 30, 1999).
10.11 -- Consulting and Termination Agreement, dated as of October
8, 1999, by and among Prize Energy Corp., Vista Energy
Resources, Inc. (now Prize Energy Corp.) and R. Cory
Richards (filed as an exhibit to the Registrant's report
on Form 10-Q for the quarter ended September 30, 1999).
10.12 -- Vista Energy Resources, Inc. (now Prize Energy Corp.)
Severance Benefit Plan, effective October 8, 1999 (filed
as an exhibit to the Registrant's report on Form 10-Q for
the quarter ended September 30, 1999).
10.13 -- First Amendment to the Amended and Restated Credit
Agreement, dated as of June 30, 2000 (filed as Exhibit
10.1 to the Registrant's report on Form 10-Q for the
quarter ended June 30, 2000).
10.14 -- 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. (filed as Exhibit 10.1 to Pioneer Natural Resources
Company's report on Form 8-K dated June 29, 1999).
10.15 -- Stock Purchase Agreement, dated March 28, 2000, by and
between the Registrant and Pioneer Natural Resources,
USA, Inc. (filed as Exhibit 10.2 to Pioneer's Amendment
Number 1 to Schedule 13D dated March 31, 2000).
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- -----------------------
<C> <S>
10.16* -- Advisory Services and Indemnification Agreement, dated
January 25, 1999, between Prize Energy Corp. and Natural
Gas Partners V, L.P. and Amendment thereto dated June 28,
1999.
21.1* -- Subsidiaries of the Registrant.
23.1* -- Consent of Ernst & Young LLP.
23.2* -- Consent of Arthur Andersen LLP.
23.3* -- Consent of Grant Thornton LLP.
23.4* -- Consent of Netherland, Sewell & Associates, Inc.
23.5* -- Consent of Williamson Petroleum Consultants, Inc.
23.6 -- Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5.1).
24.1* -- Power of Attorney.
</TABLE>
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* Previously filed.
(b) Financial Statement Schedules:
All schedules are omitted as inapplicable or because the required
information is contained in the financial statements or notes thereto.
ITEM 17. UNDERTAKINGS.
(a) 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 foregoing provisions, 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 such
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 such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as a part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 2 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Grapevine, State
of Texas, on the 20th day of September, 2000.
PRIZE ENERGY CORP.
By: /s/ LON C. KILE
----------------------------------
Lon C. Kile
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 2 to
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>
PHILIP B. SMITH* Director, Chairman of the September 20, 2000
----------------------------------------------------- Board, Chief Executive
Philip B. Smith Officer and Treasurer
(Principal Executive
Officer)
/s/ LON C. KILE Director, President and September 20, 2000
----------------------------------------------------- Chief Operating Officer
Lon C. Kile (Principal Financial
Officer and Principal
Accounting Officer)
KENNETH A. HERSH* Director September 20, 2000
-----------------------------------------------------
Kenneth A. Hersh
DAVID R. ALBIN* Director September 20, 2000
-----------------------------------------------------
David R. Albin
THERESA L. KILLGORE* Director September 20, 2000
-----------------------------------------------------
Theresa L. Killgore
</TABLE>
*By: /s/ LON C. KILE
-------------------------------
Lon C. Kile
Attorney-in-Fact
II-6
<PAGE> 9
INDEX TO EXHIBITS
The following exhibits are included as exhibits to this Registration
Statement. Those exhibits below incorporated by reference herein are indicated
as such by the information supplied in the parenthetical thereafter. If no
parenthetical appears after an exhibit, such exhibit is filed herewith unless
otherwise indicated:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- -----------------------
<C> <S>
1.1 -- Form of Underwriting Agreement.
2.1 -- Agreement and Plan of Merger, dated as of October 8,
1999, among Vista Energy Resources, Inc. (now Prize
Energy Corp.), PEC Acquisition Corp. and Prize Energy
Corp. (filed as Annex A to the Proxy Statement/Prospectus
included in the Registrant's Registration Statement on
Form S-4, Registration No. 333-93561, as amended (the
"Registration Statement")).
2.2 -- First Amendment to Agreement and Plan of Merger, dated as
of January 5, 2000, among Vista Energy Resources, Inc.
(now Prize Energy Corp.), PEC Acquisition Corp. and Prize
Energy Corp. (filed as Exhibit 2.2 to the Registration
Statement).
3.1 -- Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's
report on Form 8-K dated February 8, 2000).
3.2 -- Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to the Registrant's report on Form 8-K dated
February 8, 2000).
4.1* -- Specimen Stock Certificate for the Common Stock, par
value $.01 per share, of the Registrant.
4.2 -- Certificate of Designation, Voting Powers and Rights of
Series A 6% Convertible Preferred Stock of the Registrant
(filed as Exhibit 4.2 to the Registrant's report on Form
8-K dated February 8, 2000).
4.3 -- Amended and Restated Registration Rights Agreement, dated
February 8, 2000, by and among the Registrant, Prize
Natural Resources, Inc. (formerly known as Prize Energy
Corp.) and certain stockholders of the Registrant (filed
as Exhibit 4.1 to the Registrant's report on Form 8-K
dated February 8, 2000).
4.4 -- Registration Rights Agreement, dated as of October 28,
1998, by and among Vista Energy Resources, Inc. (now
Prize Energy Corp.) and certain securityholders of
Midland Resources, Inc. (filed as an exhibit to the
Registrant's Registration Statement on Form S-4,
Registration No. 333-58495, as amended (the "1998
Registration Statement")).
4.5 -- Warrant Agreement, dated as of October 28, 1998, among
Vista Energy Resources, Inc. (now Prize Energy Corp.) and
American Stock Transfer & Trust Company (filed as an
exhibit to the 1998 Registration Statement).
4.6 -- Warrant Agreement, dated as of November 1, 1990, among
Midland Resources, Inc. and Stock Transfer Company of
America, Inc. (filed as Exhibit 4.6 to the Registration
Statement).
5.1 -- Opinion of Conner & Winters, A Professional Corporation,
regarding legality of common stock being registered.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- -----------------------
<C> <S>
10.1 -- Amended and Restated Credit Agreement, dated February 8,
2000, by and among Prize Energy Resources, L.P., Vista
Resources Partners, L.P. and Midland Resources, Inc., as
borrowers, the Registrant, as guarantor, BancBoston,
N.A., as administrative agent, First Union National Bank,
as syndication agent, CIBC Inc., as documentation agent,
and Bank One, Texas, as lead manager (the "Amended and
Restated Credit Agreement") (filed as Exhibit 10.1 to the
Registrant's report on Form 8-K dated February 8, 2000).
10.2 -- Assignment and Assumption Agreement, dated February 8,
2000, by and between the Registrant and Prize Natural
Resources, Inc. (formerly known as Prize Energy Corp.)
relating to the Joint Participation Agreement attached
thereto, dated January 29, 1999, by and between Prize
Energy Corp. and Pioneer Natural Resources USA, Inc.
(filed as Exhibit 10.3 to the Registrant's report on Form
8-K dated February 8, 2000).
10.3 -- Form of Advisory Services Agreement between Vista Energy
Resources, Inc. (now Prize Energy Corp.), Natural Gas
Partners II, L.P. and Natural Gas Partners III, L.P.
(filed as Exhibit 10.4 to the 1998 Registration
Statement).
10.4 -- Voting and Shareholders Agreement, dated February 8,
2000, among the Registrant, Prize Natural Resources, Inc.
(formerly known as Prize Energy Corp.) and certain
stockholders of the Registrant (filed as Exhibit 10.2 to
the Registrant's report on Form 8-K dated February 8,
2000).
10.5 -- Amended and Restated Option Plan of the Registrant (filed
as Exhibit 10.4 to the Registrant's report on Form 8-K
dated February 8, 2000).
10.6 -- Form of Indemnification Agreement by and between Vista
Energy Resources, Inc. (now Prize Energy Corp.) and each
of its directors and executive officers (filed as an
exhibit to the 1998 Registration Statement).
10.7 -- Prize Energy Corp. 1998 Key Employee Stock Option Plan
(filed as an exhibit to the 1998 Registration Statement).
10.8 -- Amendment No. 1 to Prize Energy Corp. 1998 Key Employee
Stock Option Plan (filed as Exhibit A to the Registrant's
Proxy Statement for Annual Meeting of Stockholders dated
April 28, 2000).
10.9 -- Consulting and Termination Agreement, dated as of October
8, 1999, by and among Prize Energy Corp., Vista Energy
Resources, Inc. (now Prize Energy Corp.) and C. Randall
Hill (filed as an exhibit to the Registrant's report on
Form 10-Q for the quarter ended September 30, 1999).
10.10 -- Consulting and Termination Agreement, dated as of October
8, 1999, by and among Prize Energy Corp., Vista Energy
Resources, Inc. (now Prize Energy Corp.) and Steven D.
Gray (filed as an exhibit to the Registrant's report on
Form 10-Q for the quarter ended September 30, 1999).
10.11 -- Consulting and Termination Agreement, dated as of October
8, 1999, by and among Prize Energy Corp., Vista Energy
Resources, Inc. (now Prize Energy Corp.) and R. Cory
Richards (filed as an exhibit to the Registrant's report
on Form 10-Q for the quarter ended September 30, 1999).
10.12 -- Vista Energy Resources, Inc. (now Prize Energy Corp.)
Severance Benefit Plan, effective October 8, 1999 (filed
as an exhibit to the Registrant's report on Form 10-Q for
the quarter ended September 30, 1999).
10.13 -- First Amendment to the Amended and Restated Credit
Agreement, dated as of June 30, 2000 (filed as Exhibit
10.1 to the Registrant's report on Form 10-Q for the
quarter ended June 30, 2000).
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
-------------- -----------------------
<C> <S>
10.14 -- 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. (filed as Exhibit 10.1 to Pioneer Natural Resources
Company's report on Form 8-K dated June 29, 1999).
10.15 -- Stock Purchase Agreement, dated March 28, 2000, by and
between the Registrant and Pioneer Natural Resources,
USA, Inc. (filed as Exhibit 10.2 to Pioneer's Amendment
Number 1 to Schedule 13D dated March 31, 2000).
10.16* -- Advisory Services and Indemnification Agreement, dated
January 25, 1999, between Prize Energy Corp. and Natural
Gas Partners V, L.P. and Amendment thereto dated June 28,
1999.
21.1* -- Subsidiaries of the Registrant.
23.1* -- Consent of Ernst & Young LLP.
23.2* -- Consent of Arthur Andersen LLP.
23.3* -- Consent of Grant Thornton LLP.
23.4* -- Consent of Netherland, Sewell & Associates, Inc.
23.5* -- Consent of Williamson Petroleum Consultants, Inc.
23.6 -- Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5.1).
24.1* -- Power of Attorney.
</TABLE>
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* Previously filed.
