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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. 3)
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)
Copy to:
ROBERT L. KIMBALL
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
DALLAS, TEXAS 75201
(214) 220-7700
SEPTEMBER 27, 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*
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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 613,215
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 613,215
Person With -------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by each Reporting Person 613,215
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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) 4.6%
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14 Type of Reporting Person CO
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* Not applicable
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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*
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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 613,215
Number of Shares Beneficially -------------------------------------------
8 Shared Voting Power 0
Owned by Each Reporting -------------------------------------------
9 Sole Dispositive Power 613,215
Person With -------------------------------------------
10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by each Reporting Person 613,215
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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) 4.6%
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14 Type of Reporting Person CO
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* Not applicable
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This Amendment No. 3 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. 3 amends and restates Items 4, 5, 6 and 7 contained in
the Schedule 13D dated February 8, 2000, amended by Amendment No. 1 dated March
31, 2000 and Amendment No. 2 dated August 23, 2000, and filed by each of the
Reporting Persons (the "Prior Filing"). Items 1 and 3 of the Prior Filing remain
unchanged.
ITEM 4. PURPOSE OF THE TRANSACTION.
On September 26, 2000, Pioneer USA sold 2,000,000 shares of common stock of
Prize Energy Corp., par value $0.01 per share (the "Common Stock"), in a public
offering (the "Offering") pursuant to a registration statement on Form S-1 (File
No. 333-44346). The price received by Pioneer USA, net of underwriting
discounts, was $20.307 per share. Pioneer USA's share of proceeds from the
proposed sale will be used to reduce outstanding bank debt.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Each Reporting Person is now the beneficial owner of 613,215
shares of Common Stock, or 4.6% of the outstanding shares of Common Stock. Each
Reporting Person has the sole power to vote and dispose of the shares.
(c) and (d). See Item 4 above. In addition, the Reporting Persons had sold
an aggregate of 24,500 shares of Common Stock in private transactions in May and
June, 2000.
(e) As of September 26, 2000, each of the Reporting Persons beneficially
owns less than 5% or of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
Pursuant to an Underwriting Agreement dated as of September 21, 2000 and
entered into with respect to the Offering (the "Underwriting Agreement"),
Pioneer USA has granted the underwriters named therein an option to purchase an
additional 120,000 shares of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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.*
10.3 Underwriting Agreement dated as of September 21, 2000, by and among the
underwriters named therein, Prize Energy Corp., Pioneer USA and certain
other selling stockholders of Prize Energy Corp. (incorporated by
reference to Exhibit 1.1 to the Registration Statement on Form S-1 of
Prize Energy Corp. (File No. 333-44346), filed September 20, 2000).
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.*
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*Previously filed.
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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: September 27, 2000 PIONEER NATURAL RESOURCES COMPANY
By: /s/ Mark L. Withrow
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Name: Mark L. Withrow
Title: Executive Vice President
Dated: September 27, 2000 PIONEER NATURAL RESOURCES USA, INC.
By: /s/ Mark L. Withrow
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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.*
10.3 Underwriting Agreement dated as of September 21, 2000, by and
among the underwriters named therein, Prize Energy Corp.,
Pioneer USA and certain other selling stockholders of Prize
Energy Corp. (incorporated by reference to Exhibit 1.1 to the
Registration Statement on Form S-1 of Prize Energy Corp. (File
No. 333-44346), filed September 20, 2000).
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.*
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*Previously filed.
