AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2002.
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PIONEER NATURAL RESOURCES COMPANY
PIONEER NATURAL RESOURCES USA, INC.
(Exact name of registrants as specified in their charters)
Delaware 75-2702753
Delaware 75-2516853
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
5205 NORTH O'CONNOR BLVD., SUITE 1400
IRVING, TEXAS 75039
(972) 444-9001
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
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SCOTT D. SHEFFIELD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PIONEER NATURAL RESOURCES COMPANY
5205 NORTH O'CONNOR BLVD., SUITE 1400
IRVING, TEXAS 75039
(972) 444-9001
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
MARK L. WITHROW ROBERT L. KIMBALL
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL VINSON & ELKINS L.L.P.
PIONEER NATURAL RESOURCES COMPANY 3700 TRAMMELL CROW CENTER
5205 NORTH O'CONNOR BLVD., SUITE 1400 2001 ROSS AVENUE
IRVING, TEXAS 75039 DALLAS, TEXAS 75201
(972) 444-9001 (214) 220-7700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
April 25, 2002
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [X] 333-42315
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED PROPOSED
CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER UNIT (1) OFFERING PRICE (2) REGISTRATION FEE
------------------- -------------- ------------------ ------------------ ----------------
Debt securities
Guarantees of debt
securities
Total $25,550,000 $2,350.60
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(1) Not required to be included in accordance with Rule 457(o).
(2) The registrants estimated the proposed maximum aggregate offering price
solely for the purpose of calculating the registration fee pursuant to Rule
457(o) under the Securities Act of 1933.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
EXPLANATORY NOTE
This registration statement is being filed to register an additional
$25,550,000 of the debt securities of Pioneer Natural Resources Company, a
Delaware corporation, and guarantee of Pioneer Natural Resources USA, Inc., a
Delaware corporation, described on the cover page of this registration statement
pursuant to Rule 462(b) under the Securities Act of 1933. The contents of the
registration statement on Form S-3 (Registration No. 333-42315) filed by Pioneer
Natural Resources Company and Pioneer Natural Resources USA, Inc. with the
Securities and Exchange Commission on December 15, 1997, as amended by amendment
no. 1 thereto filed on January 5, 1998, which was declared effective on January
7, 1998, are incorporated in this registration statement by reference.
The required opinions and consents are listed on an index to exhibits
attached hereto and filed herewith.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Irving, Texas, on April 25, 2002.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Scott D. Sheffield
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Scott D. Sheffield
Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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Chairman of the Board of Directors,
President and Chief Executive April 25, 2002
/s/ Scott D. Sheffield Officer (principal executive officer)
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Scott D. Sheffield
Executive Vice President and Chief
Financial Officer (principal
/s/ Timothy L. Dove financial officer) April 25, 2002
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Timothy L. Dove
Vice President and Chief Accounting
Officer (principal accounting
/s/ Richard P. Dealy officer) April 25, 2002
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Richard P. Dealy
Director April 25, 2002
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James R. Baroffio
* Director April 25 , 2002
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R. Hartwell Gardner
* Director April 25, 2002
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James L. Houghton
* Director April 25, 2002
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Jerry P. Jones
* Director April 25, 2002
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Charles E. Ramsey, Jr.
*By: /s/ Mark L. Withrow
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Mark L. Withrow
Attorney-in-Fact
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Irving, Texas, on April 25, 2002.
PIONEER NATURAL RESOURCES USA, INC.
By: /s/ Scott D. Sheffield
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Scott D. Sheffield
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President (principal executive April 25, 2002
/s/ Scott D. Sheffield officer)
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Scott D. Sheffield
Director, Executive Vice President
and Chief Financial Officer
/s/ Timothy L. Dove (principal financial officer) April 25, 2002
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Timothy L. Dove
Vice President and Chief Accounting
Officer (principal accounting
/s/ Richard P. Dealy officer) April 25, 2002
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Richard P. Dealy
Director April 25, 2002
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Dennis E. Fagerstone
/s/ Mark L. Withrow Director April 25, 2002
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Mark L. Withrow
/s/ Danny L. Kellum Director April 25, 2002
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Danny L. Kellum
3
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the
securities to be registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Vinson & Elkins L.L.P. (included in the opinion
filed as Exhibit 5.1 to this registration statement)
24.1 Powers of Attorney for Pioneer Natural Resources Company
(incorporated by reference to the registrants' registration
statement on Form S-3 (no. 333-42315))
24.2 Powers of Attorney for Pioneer Natural Resources USA, Inc.
(incorporated by reference to the registrants' registration
statement on Form S-3 (no. 333-42315))