SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 14, 2006
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PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13245 75-2702753
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
5205 N. O'Connor Blvd 75039
Suite 200 (Zip code)
Irving, Texas
(Address of principal
executive offices)
Registrant's telephone number, including area code: (972) 444-9001
Not applicable
(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 2.04. Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement......................................... 4
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year..................................... 4
Item 7.01. Regulation FD Disclosure.................................. 5
Item 9.01. Financial Statements and Exhibits
(d) Exhibits............................................ 5
Signature............................................................. 6
Exhibit Index......................................................... 7
2
Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2006, Pioneer Natural Resources Company (the "Company")
entered into new indemnification agreements with its directors and executive
officers (each an "Indemnitee"). The current executive officers are Scott D.
Sheffield, Timothy L. Dove, A.R. Alameddine, Mark S. Berg, Chris J. Cheatwood,
Richard P. Dealy, William F. Hannes, Danny L. Kellum and Darin G. Holderness.
The current directors (in addition to Mr. Sheffield) are James R. Baroffio,
Edison C. Buchanan, R. Hartwell Gardner, Linda K. Lawson, Andrew D. Lundquist,
Charles E. Ramsey, Jr., Frank A. Risch, Mark S. Sexton, Robert A. Solberg, and
Jim A. Watson. These new agreements replace the indemnification agreements that
all the directors and executive officers previously had with the Company.
The Company decided to enter into new indemnification agreements
principally to update its forms. A description of the new forms of
indemnification agreement is contained in this report and is qualified in its
entirety by reference to the form of agreement that is filed as an exhibit to
this report and incorporated herein by reference.
Each indemnification agreement requires the Company to indemnify each
Indemnitee to the fullest extent permitted by the Delaware General Corporation
Law. This means, among other things, that the Company must indemnify the
director or executive officer against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred in an action, suit or proceeding by reason of the fact that the person
is or was a director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation or other entity if the Indemnitee meets the standard of
conduct provided in Delaware law. Also as permitted under Delaware law, the
indemnification agreements require the Company to advance expenses in defending
such an action provided that the director or executive officer undertakes to
repay the amounts if the person ultimately is determined not to be entitled to
indemnification from the Company. The Company will also make the Indemnitee
whole for taxes imposed on the indemnification payments and for costs in any
action to establish Indemnitee's right to indemnification, whether or not wholly
successful.
In general, the disinterested directors on the board of the Company or a
committee of disinterested directors have the authority to determine an
Indemnitee's right to indemnification, but the Indemnitee can require that
independent legal counsel make this determination if a change in control or
potential change in control has occurred. In addition, the Indemnitee can
require the Company to establish a trust fund with a third-party trustee
sufficient to satisfy the indemnification obligations and expenses if a change
in control or potential change in control has occurred.
The indemnification agreements require the Company to continue director and
officers' liability insurance coverage for an Indemnitee for six years after the
Indemnitee ceases to be an officer or director, and they obligate the Company to
procure up to a six-year run-off policy in the event of a change in control or
termination of the person in the year following a change in control of the
Company. The indemnification agreements also limit the period in which the
Company can bring an action against the Indemnitee to three years for breaches
of fiduciary duty and to one year for other types of claims.
Definitions of "potential change in control," "change in control" and
certain other terms used in this report are set forth in the form of
indemnification agreement that is filed as an exhibit to this report and
incorporated herein by reference.
3
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On November 14, 2006, the Company gave notice to the trustee under the
Indenture dated as of December 18, 2001, by and between the Company, as
successor to Evergreen Resources, Inc., and U.S. Bank National Association, the
successor to Wachovia Bank, National Association, as trustee (the "Trustee"), as
amended and supplemented through the date hereof (the "Indenture"), of the
Company's election to redeem in cash all of the Company's outstanding 4.75%
Senior Convertible Notes due 2021 (the "Notes"). The Redemption Date for the
Notes will be December 20, 2006. The redemption price for the Notes will be 100%
of the principal amount thereof, plus accrued and unpaid interest, if any, to,
but not including, the date of redemption.
The Notes were originally issued on December 18, 2001, by Evergreen
Resources, Inc. and, as of November 14, 2006, there were approximately $27
million of aggregate principal amount outstanding.
The notice of redemption will be mailed to registered holders of the Notes
on or about November 28, 2006. Notes are to be surrendered to U.S. Bancorp, as
trustee and paying agent, in exchange for payment of the redemption price.
Questions relating to, and requests for additional copies of, the notice of
redemption should be directed to U.S. Bank Corporate Trust Services at 5555 San
Felipe Street, 11th Floor, Mail Code: EX-TX-WSFH, Houston, Texas 77056,
telephone (713) 235-9208.
In lieu of the redemption, holders may continue to convert their Notes
until the close of business on Monday, December 18, 2006. Each $25.00 principal
amount of Notes outstanding is convertible into $19.98 in cash and 0.58175 of a
share of the Company's common stock.
On and after the redemption date, the Notes will no longer be deemed
outstanding, interest will cease to accrue thereon, and all rights of the holder
of the Notes will cease, except for the right to receive the redemption price,
without interest thereon.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On November 15, 2006, the Board of Directors of the Company amended and
restated the Bylaws of the Company. Among the changes to the Bylaws, the Board
of Directors:
o Amended Section 2.4 to conform the provisions relating to notice of
stockholders meetings to the general requirements for notice provided
in Section 5.1;
o Amended Section 2.8 to provide that a stockholder may authorize
another person to act for such stockholder by proxy in any manner
permitted by law;
o Amended Section 3.2 to clarify that, except as otherwise required by
the Company's stock ownership guidelines, a director of the Company
need not be a stockholder of the Company;
o Amended Section 3.2 to remove the provision providing (i) that persons
serving as directors become ineligible to serve as such upon reaching
the age of 75 and (ii) that persons reaching the age of 75 during the
first year of a term as a director are ineligible for nomination as a
director for such term;
o Deleted Section 4.10 relating to the compensation of committee
members;
o Amended Section 6.2 to clarify that, except as otherwise required by
the Company's stock ownership guidelines, an officer of the Company
need not be a stockholder of the Company; and
o Amended Section 7.1 to provide that shares of capital stock in the
Company may be certificated or uncertificated.
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As a result of the amendment to Section 3.2 of the Bylaws, James R.
Baroffio, who otherwise would have been ineligible, will now be eligible to be
nominated for reelection to the Board of Directors upon the expiration of his
current term in 2008.
The foregoing is a summary of the material amendments to the Bylaws adopted
by the Board of Directors. This summary is qualified in its entirety by
reference to the Bylaws, as amended and restated, a copy of which are filed
herewith as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On November 15, 2006, the Board of Directors of the Company adopted new
charters for its Audit Committee, Compensation and Management Development
Committee and Nominating and Corporate Governance Committee, and new Corporate
Governance Guidelines. The Company expects that on or prior to December 1, 2006,
the new charters and guidelines will be posted and available for viewing on the
Company's website at www.pxd.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 - Amended and Restated Bylaws of the Company.
10.1 - Indemnification Agreement between the Company and Scott D.
Sheffield, together with a schedule identifying other
substantially identical agreements between the Company
and each of its executive officers and non-employee
directors identified on the schedule and identifying the
material differences between each of those agreements and
the filed Indemnification Agreement.
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SIGNATURES
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
/s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief Accounting Officer
Dated: November 17, 2006
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EXHIBIT INDEX
Exhibit
Number Exhibit Title
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3.1 Amended and Restated Bylaws of the Company.
10.1 Indemnification Agreement between the Company and Scott
D. Sheffield, together with a schedule identifying other
substantially identical agreements between the Company
and each of its executive officers and non-employee
directors identified on the schedule and identifying the
material differences between each of those agreements
and the filed Indemnification Agreement.
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