<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)*
PRIZE ENERGY CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
74267L106
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(CUSIP Number)
RICHARD L. COVINGTON
777 MAIN STREET
SUITE 2250
FORT WORTH, TEXAS 76102
(817) 338-9235
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
- with copies to -
ROBERT A. CURRY
CONNER & WINTERS
A PROFESSIONAL CORPORATION
3700 FIRST PLACE TOWER
15 E. 5TH STREET
TULSA, OKLAHOMA 74103-4344
(918) 586-5711
FEBRUARY 8, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which 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 [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 2
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NATURAL GAS PARTNERS V, L.P.
75-2762871
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
7,326,821
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,326,821
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,326,821
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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<PAGE> 3
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 3
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
G.F.W. Energy V, L.P.
75-2762869
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
7,326,821
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,326,821
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,326,821
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 4
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GFW V, L.L.C.
75-2762867
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
7,326,821
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,326,821
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,326,821
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 5
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenneth A. Hersh
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5,700
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,326,821
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,700
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,326,821
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,332,521
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
69.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 6
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David R. Albin
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,326,821
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,326,821
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,326,821
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 7
The information contained in this Schedule 13D is as of the date hereof,
unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Common Stock"), of
Prize Energy Corp. (formerly known as Vista Energy Resources, Inc.), a Delaware
corporation (the "Company"). The Company is an independent oil and gas company
focused on the acquisition, enhancement and exploitation of producing oil and
gas properties. The address of the Company's principal executive offices is 3500
William D. Tate, Suite 200, Grapevine, Texas 76051.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Natural Gas Partners V, L.P., a
Delaware limited partnership ("NGP V"), G.F.W. Energy V, L.P., a Delaware
limited partnership, solely in its capacity as general partner of NGP V
("GFWLP"), and GFW V, L.L.C., a Delaware limited liability company, solely in
its capacity as general partner of GFWLP ("GFWLLC"). This statement is also
being filed by Kenneth A. Hersh ("Hersh") and David R. Albin ("Albin"), each of
whom is a member of GFWLLC, in the event they could be deemed to be a beneficial
owner of any securities owned by NGP V. As permitted by Rule 13d-4, the filing
of this statement shall not be construed as an admission that Hersh or Albin is
the beneficial owner of any of the securities beneficially owned by NGP V. NGP
V, GFWLP, GFWLLC, Hersh and Albin are sometimes referred to herein as the
"Reporting Persons."
(b) The principal business address of each of NGP V, GFWLP, GFWLLC and
Hersh is 777 Main Street, Suite 2250, Fort Worth, Texas 76102. The principal
business address of Albin is 100 N. Guadalupe, Suite 205, Santa Fe, New Mexico
87501.
(c) The present principal business of NGP V is investment in the oil and
gas industry. The present principal business of GFWLP is acting as general
partner of NGP V. The present principal business of GFWLLC is acting as general
partner of GFWLP. The present principal occupations of Hersh and Albin are
acting as members of GFWLLC and various other limited liability companies which
act as general partners of limited partnerships which invest in the oil and gas
industry.
(d) and (e) None of the Reporting Persons has, during the last five years,
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 8
(f) NGP V, GFWLP and GFWLLC are organized under the laws of Delaware. Hersh
and Albin are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 8, 2000, a wholly-owned subsidiary of the Company was merged
(the "Merger") with and into Prize Natural Resources, Inc. (formerly known as
Prize Energy Corp.), a Delaware corporation ("Old Prize"), pursuant to an
Agreement and Plan of Merger dated October 8, 1999, among the Company, Old Prize
and such subsidiary (the "Merger Agreement").
As a result of the Merger, Old Prize became a wholly-owned subsidiary of
the Company and the stockholders of Old Prize received shares of stock in the
Company constituting 84% of the voting shares of the Company. NGP V was a
stockholder of Old Prize at the time of the Merger. Hersh and Albin were
directors of both the Company and Old Prize at the time of the Merger and
continue to be directors of the Company.
The issuance of shares of Company stock in the Merger was registered under
the Securities Act of 1933, as amended (the "Securities Act"), on a Registration
Statement on Form S-4 (file number 333-92561) which became effective on January
13, 2000.
ITEM 4. PURPOSE OF THE TRANSACTION
The principal purpose of the transaction was to effect a combination of the
assets, properties and businesses of the Company and Old Prize.
NGP V acquired the securities herein reported for investment purposes.
Depending on market conditions, general economic conditions and other factors
that each may deem significant to its respective investment decisions, any of
the Reporting Persons may purchase shares of Common Stock in the open market or
in private transactions or may dispose of all or a portion of the shares of
Common Stock that they or any of them may acquire, provided that such purchases
and sales are otherwise made in compliance with the Certificate of Incorporation
and bylaws of the Company, if applicable, the Voting and Shareholders Agreement
(described below), and any credit agreements and indentures to which the Company
is a party. Except as set forth in this Item 4, none of the Reporting Persons
has any present plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board (except that the board will be expanded to include two or
three "independent directors" in order to satisfy requirements of the Securities
and Exchange Commission and the American Stock Exchange); (e) any material
change
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 9
in the present capitalization or dividend policy of the Company; (f) any other
material change to the Company's business or corporate structure (other than the
possible consolidation or other reorganization of the Company's subsidiaries);
(g) changes in the Company's charter or bylaws or other actions which may impede
the acquisition of control of the Company by any person; (h) the Common Stock or
any other class of securities of the Company to be delisted from the American
Stock Exchange; (i) the Common Stock or any other class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any
action similar to any of those enumerated above.
As described in Item 6 below, NGP V is party to a Voting and Shareholders
Agreement relating to the voting and disposition of shares of Common Stock. None
of the Reporting Persons is bound to increase or decrease its or his holdings of
Common Stock. Depending upon future developments, the Reporting Persons may, in
their discretion, develop plans at any time or from time to time which could
relate to or result in one or more of the actions or events described above. The
Reporting Persons reserve the right to act with respect to their holdings as
they deem in their own best interest.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Each of NGP V, GFWLP and GFWLLC is the beneficial owner of
7,326,821 shares of the Common Stock which represent 68.9% of the outstanding
shares of the Common Stock. Each such Reporting Person has the sole power to
vote and dispose of such shares. Hersh and Albin constitute a majority of the
managing members of the entity that serves as the ultimate general partner of
NGP V and they own interests in the general partner of NGP V. Accordingly, they
may be deemed to share the power to direct the vote or to direct the disposition
of the shares of Common Stock owned by NGP V. Hersh and Albin disclaim
beneficial ownership of these shares. As permitted by Rule 13d-4, the filing of
this statement shall not be construed as an admission that Hersh or Albin is the
beneficial owner of any securities beneficially owned by NGP V. Hersh is the
beneficial owner of 5,700 additional shares of the Common Stock, with respect to
which he has the sole power of vote and disposition.
(c) Except for the Merger and the acquisition of shares of Common Stock
therein, the Reporting Persons have not effected any transactions in the Common
Stock during the past 60 days, except that Hersh acquired 5,700 shares of the
Common Stock during the period from December 15 to December 30, 1999.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares described in this Item 5.
(e) Not applicable.
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 10
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
NGP V is a party to a Voting and Shareholders Agreement dated February 8,
2000, among the Company and the holders of a majority of the voting securities
of the Company (including all of the former stockholders of Old Prize), under
which the shares of Common Stock held it are subject to certain covenants as to
the voting and disposition of such shares (the "Shareholders Agreement").
The parties to the Shareholders Agreement have agreed to vote their shares
of Common Stock for the election of: (i) one director designated by management
of the Company; (ii) three directors designated by NGP V; and (iii) two
directors designated by Pioneer Natural Resources USA, Inc. ("Pioneer").
However, on the date on which Pioneer no longer owns at least 60% of the shares
of the Company's convertible preferred stock initially issued to it in the
Merger, or the equivalent number of shares of the Common Stock obtained upon
conversion, Pioneer shall have the right to designate only one director and NGP
V shall have the right to designate four directors.
The provisions of the Shareholders Agreement regarding election of
directors terminate on the earlier to occur of June 29, 2009, or the date on
which Pioneer no longer owns shares of the Common Stock and shares of the
Company's convertible preferred stock that constitute, on an as converted basis,
at least 16.7% of the Common Stock outstanding.
In addition, under the Shareholders Agreement, NGP V may not transfer any
of the shares of Common Stock held by it unless all of the other parties to the
Shareholders Agreement have the opportunity to transfer a pro rata portion of
their shares of Common Stock on the same terms. Reference is made to the full
text of the Shareholders Agreement which is filed as an exhibit to this Schedule
13D and incorporated herein.
NGP V is also a party to an Amended and Restated Registration Rights
Agreement dated February 8, 2000, among the Company and the holders of a
majority of the voting securities of the Company (including all of the former
stockholders of Old Prize), under which NGP V has certain rights with respect to
the registration of the shares of Common Stock held by it under the Securities
Act. Reference is made to the full text of the Amended and Restated Registration
Rights Agreement which is filed as an exhibit to this Schedule 13D and
incorporated herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Agreement and Plan of Merger dated October 8, 1999, among
Vista Energy Resources, Inc. (now named Prize Energy Corp.),
Prize Energy Corp. (now named Prize Natural Resources, Inc.) and
PEC Acquisition Corp.*
Exhibit B - Voting and Shareholders Agreement dated as of February 8,
2000, among Prize Energy Corp. (formerly known as Vista Energy
Resources, Inc.) and all of the former
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 11
stockholders of Prize Natural Resources, Inc. (formerly known as
Prize Energy Corp.), including Natural Gas Partners V, L.P. **
Exhibit C - Amended and Restated Registration Rights Agreement dated as of
February 8, 2000, among Prize Energy Corp. (formerly known as
Vista Energy Resources, Inc.), all of the former stockholders of
Prize Natural Resources, Inc. (formerly known as Prize Energy
Corp.), including Natural Gas Partners V, L.P., and certain other
stockholders of Prize Energy Corp.**
Exhibit D - Joint Filing Agreement, dated as of February 17, 2000, by and
among the Reporting Persons (pursuant to Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934).
- --------------------
* Included in the Registration Statement on Form S-4, as amended (File No.
333-92561), of Vista Energy Resources, Inc. (now named Prize Energy Corp.),
initially filed with the Securities and Exchange Commission on December 10,
1999, and incorporated herein by reference.
** Filed with the Securities and Exchange Commission as an Exhibit to the
statement on Schedule 13D of Lon C. Kile relating to Prize Energy Corp.,
filed on February 17, 2000, and incorporated herein by reference.
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 12
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 17, 2000 Natural Gas Partners V, L.P.
By: GFW Energy V, L.P., General Partner
By: GFW V, L.L.C., General Partner
By: /s/ KENNETH A. HERSH
------------------------------------
Kenneth A. Hersh
Authorized Member
Dated: February 17, 2000 G.F.W. Energy V, L.P.
By: GFW V, L.L.C., General Partner
By: /s/ KENNETH A. HERSH
------------------------------------
Kenneth A. Hersh
Authorized Member
Dated: February 17, 2000 GFW V, L.L.C.
By: /s/ KENNETH A. HERSH
------------------------------------
Kenneth A. Hersh
Authorized Member
Dated: February 17, 2000 /s/ KENNETH A. HERSH
------------------------------------
Kenneth A. Hersh
Dated: February 17, 2000 /s/ DAVID R. ALBIN
------------------------------------
David R. Albin
<PAGE> 13
SCHEDULE 13D
CUSIP NO. 74267L106 PAGE 13
EXHIBIT INDEX
Exhibit A - Agreement and Plan of Merger dated October 8, 1999, among Vista
Energy Resources, Inc. (now named Prize Energy Corp.), Prize
Energy Corp. (now named Prize Natural Resources, Inc.) and PEC
Acquisition Corp.*
Exhibit B - Voting and Shareholders Agreement dated as of February 8, 2000,
among Prize Energy Corp. (formerly known as Vista Energy
Resources, Inc.) and all of the former stockholders of Prize
Natural Resources, Inc. (formerly known as Prize Energy Corp.),
including Natural Gas Partners V, L.P.**
Exhibit C - Amended and Restated Registration Rights Agreement dated as of
February 8, 2000, among Prize Energy Corp. (formerly known as
Vista Energy Resources, Inc.), all of the former stockholders of
Prize Natural Resources, Inc. (formerly known as Prize Energy
Corp.), including Natural Gas Partners V, L.P., and certain other
stockholders of Prize Energy Corp.**
Exhibit D - Joint Filing Agreement, dated as of February 17, 2000, by and
among the Reporting Persons (pursuant to Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934).
- ------------------------
* Included in the Registration Statement on Form S-4, as amended (File No.
333-92561), of Vista Energy Resources, Inc. (now named Prize Energy Corp.),
initially filed with the Securities and Exchange Commission on December 10,
1999, and incorporated herein by reference.
** Filed with the Securities and Exchange Commission as an Exhibit to the
statement on Schedule 13D of Lon C. Kile relating to Prize Energy Corp.,
filed on February 17, 2000, and incorporated herein by reference.
<PAGE> 1
JOINT FILING AGREEMENT
This Joint Filing Agreement (this "Agreement") is made and entered into as
of the 16th day of February, 2000, by and among the undersigned parties.
In accordance with Rule-13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule-13D (including amendments thereto) with respect
to the common stock of Prize Energy Corp., a Delaware corporation, and further
agree that this Agreement be included as an exhibit to such joint filing
(including amendments thereto). Each of the persons named below acknowledges
that the information contained in the statement on Schedule-13D (including
amendments thereto) respecting such person is complete and accurate in all
material respects and that such person does not know and has no reason to
believe that the information respecting any other person named below is
inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
Natural Gas Partners V, L.P. GFW V, L.L.C.
By: GFW Energy V, L.P., General Partner
By: GFW V, L.L.C., General Partner
By /s/ KENNETH A. HERSH
By /s/ KENNETH A. HERSH --------------------
-------------------- Kenneth A. Hersh
Kenneth A. Hersh Authorized Member
Authorized Member
/s/ KENNETH A. HERSH
--------------------
G.F.W. ENERGY V, L.P. Kenneth A. Hersh
By: GFW V, L.L.C., General Partner
/s/ DAVID R. ALBIN
By /s/ KENNETH A. HERSH --------------------
-------------------- David R. Albin
Kenneth A. Hersh
Authorized Member
