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): February 22, 2006
Pioneer Natural Resources Company
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(Exact name of Registrant as specified in its charter)
Delaware 1-13245 75-2702753
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5205 N. O'Connor Blvd., Suite 900, Irving, Texas 75039
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(Address of principal executive offices) (Zip Code)
(972) 444-9001
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
Item 1.01. Entry into a Material Definitive Agreement................ 3
Item 9.01. Financial Statements and Exhibits......................... 3
(d) Exhibits............................................ 3
Signature............................................................. 4
Exhibit Index......................................................... 5
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PIONEER NATURAL RESOURCES COMPANY
Item 1.01. Entry into a Material Definitive Agreement
On February 22, 2006, Pioneer Natural Resources USA, Inc. ("Pioneer"), a
wholly-owned subsidiary of Pioneer Natural Resources Company, entered into a
Purchase and Sale Agreement (the "Agreement") through which Marubeni Offshore
Production (USA) Inc. ("Marubeni"), a subsidiary of Marubeni Corporation, will
acquire certain deepwater Gulf of Mexico assets (the "Assets") from Pioneer for
$1.3 billion. The effective time of the purchase and sale contemplated by the
Agreement is January 1, 2006, and the purchase price will be reduced by the
amount of the interim period cash flow that Pioneer receives from the Assets
between the effective date of the transaction and closing. The transaction is
subject to the exercise of preferential rights related to certain of the Assets
by the holders of those rights. The closing of the transaction is expected to
occur in March or April 2006 and is subject to customary closing conditions,
including the expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The description of the Agreement set forth above is qualified in its
entirety by reference to the Agreement, which is filed as an exhibit to this
report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
2.1 Purchase and Sale Agreement by and between Pioneer as Seller and
Marubeni as Purchaser (pursuant to the rules of the Securities
sand Exchange Commission (the "Commission"), the schedules and
similar attachments to the Agreement have not b een filed
herewith. The registrant agrees to furnish supplementally a copy
of any omitted schedule or attachment to the Commission upon
request.).
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PIONEER NATURAL RESOURCES COMPANY
S I G N A T U R E
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: February 28, 2006 By: /s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief Accounting Officer
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PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
Exhibit No. Description
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2.1(a) Purchase and Sale Agreement by and between Pioneer as Seller and
Marubeni as Purchaser (pursuant to the rules of the Commission,
the schedules and similar attachments to the Agreement have not
been filed herewith. The registrant agrees to furnish
supplementally a copy of any omitted schedule or attachment to
the Commission upon request.).
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(a) filed herewith
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