UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 |
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ |
Commission File Number: 1-13245
Pioneer Natural Resources Company
| Delaware | 75-2702753 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 5205 N. O’Connor Blvd., Suite 900, Irving, Texas | 75039 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 444-9001
Securities registered pursuant to Section 12(b) of the Act:
| Name of each exchange | ||
| Title of each class | on which registered | |
Common Stock
|
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Aggregate market value of the voting common equity held by non-affiliates of the
Registrant computed by reference to the price at which the common equity was
last sold as of the last business day of the Registrant’s most recently completed
second fiscal quarter |
$ | 4,174,193,054 | ||
Number of shares of Common Stock outstanding as of February 17, 2005 |
143,669,263 |
Documents Incorporated by Reference:
| (1) | Proxy Statement for Annual Meeting of Shareholders to be held May 11, 2005 — Referenced in Part III of this report. |
EXPLANATORY NOTE
Pioneer Natural Resources Company (the “Company”) is filing this Form 10-K/A Amendment No. 1 to its annual report on Form 10-K for the year ended December 31, 2004 (the “Form”) to change references on the cover page of the Form and within Part III, Items 10, 11, 12, 13 and 14 of the Form to read that the Company’s Annual Meeting of Shareholders will be held on May 11, 2005.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See “Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities” for information regarding the Company’s equity compensation plans. The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 201(d) of Regulation S-K in response to this item is provided in “Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities”. The information required by Item 403 of Regulation S-K in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
An “Exhibit Index” has been filed as part of this report beginning on page 4 hereof and is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PIONEER NATURAL RESOURCES COMPANY |
||||
| Date: March 10, 2005 | By: | /s/ Darin G. Holderness | ||
| Darin G. Holderness, Vice President and | ||||
| Chief Accounting Officer | ||||
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EXHIBIT INDEX
Pioneer Natural Resources Company Form 10-K/A
For the Year Ended December 31, 2004
3.3(a)
|
- | Amendment No. 1 to Restated Bylaws of the Company. | ||
31.1(a)
|
- | Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2(a)
|
- | Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1(b)
|
- | Chief Executive Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002. | ||
32.2(b)
|
- | Chief Financial Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002. |
| (a) | Filed herewith. | |
| (b) | Furnished herewith. |
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