AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 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 incorporation or organization) (I.R.S. employer identification no.)
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: From time
to time after this registration statement becomes effective.
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. [X]
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. [ ]
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. [X]
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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 PRICE PER UNIT(1) OFFERING PRICE(2) REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Debt securities(4)(12)............................ (3) (3) (3) (3)
Common stock, par value $.01 per share(5)(12).....
Preferred stock, par value $.01 per share(6)(12)..
Depositary shares(7)(12)..........................
Warrants(8)(12)...................................
Stock purchase contracts(9)(12)...................
Stock purchase units(10)(12)......................
Guarantees of debt securities(11)(12).............
-------------- -------- -------------- -------
Total........................................ $1,000,000,000(13) 100% $1,000,000,000(13) $92,000(13)(14)
===================================================================================================================================
(Footnotes on next page)
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
(Footnotes from previous page)
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(1) The registrants will determine the proposed maximum offering price per unit
from time to time in connection with the issuance by the registrants of the
securities registered under this registration statement.
(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.
(3) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D. to Form S-3.
(4) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate principal amount of debt
securities.
(5) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate number of shares of common stock.
Each share of common stock registered under this registration statement
includes an associated right to purchase Series A Junior Participating
Preferred Stock. Until the occurrence of certain prescribed events, none of
which has occurred, such rights (a) are not exercisable, (b) are evidenced
by the certificates representing the common stock, and (c) may be
transferred only with the common stock. No separate consideration is
payable for such rights.
(6) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate number of shares of preferred
stock.
(7) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate number of depositary shares to be
evidenced by depositary receipts issued pursuant to a deposit agreement. If
the registrants elect to offer to the public fractional interests in shares
of preferred stock, then the registrants will distribute depositary
receipts to those persons purchasing the fractional interests and will
issue the shares of preferred stock to the depositary under the deposit
agreement.
(8) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate amount and number of warrants,
representing rights to purchase debt securities, common stock or preferred
stock.
(9) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate amount and number of stock purchase
contracts, representing obligations to purchase common stock, preferred
stock, depositary shares or other securities.
(10) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate amount and number of stock purchase
units consisting of stock purchase contracts together with debt securities,
preferred stock, warrants or other securities or debt obligations of third
parties securing the holders' obligations to purchase the securities under
the stock purchase contracts.
(11) Subject to note (13) below, the registrants are registering under this
registration statement an indeterminate principal amount of guarantees of
debt securities.
(12) Subject to note (13) below, this registration statement also covers such
indeterminate amount of securities as may be issued in exchange for, or
upon conversion or exercise of, as the case may be, the debt securities,
preferred stock, depositary shares or warrants registered under this
registration statement and such indeterminate amount of securities as may
be issued upon settlement of the stock purchase contracts or stock purchase
units registered under this registration statement. The securities
registered under this registration statement may be sold separately or as
units with other securities registered under this registration statement.
No separate consideration will be received for any securities registered
under this registration statement that are issued in exchange for, or upon
conversion of, as the case may be, the debt securities, preferred stock,
depositary shares or warrants.
(13) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this registration statement exceed
$1,000,000,000 or the equivalent of such amount in one or more foreign
currencies, foreign currency units or composite currencies. Such amount
represents the offering price of any preferred stock, common stock and
depositary shares, the principal amount of any debt securities issued at
their stated principal amount, the issue price rather than the principal
amount of any debt securities issued at an original issue discount, the
issue price of any warrants, the exercise price of any securities issuable
upon the exercise of warrants, the issue price of any securities issued
upon settlement of the stock purchase contracts or stock purchase units,
and the principal amount of any guarantees of debt securities. The
aggregate principal amount of the debt securities may be increased if any
debt securities are issued at an original issue discount by an amount such
that the offering price to be received by the registrants shall be equal to
the above amount to be registered. Any offering of securities denominated
other than in U.S. dollars will be treated as the equivalent of U.S.
dollars based on the exchange rate applicable to the purchase of such
securities at the time of initial offering. The aggregate amount of common
stock registered under this registration statement is further limited to
that which is permissible under Rule 415(a)(4) under the Securities Act of
1933.
(14) Calculated pursuant to Rule 457(o) at the statutory rate of $92.00 per
$1,000,000 of securities registered.
The information in this prospectus is not complete and may be changed.
Pioneer Natural Resources Company and Pioneer Natural Resources USA, Inc. may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED MAY 16, 2002
PROSPECTUS
[LOGO]
$1,000,000,000
PIONEER NATURAL RESOURCES COMPANY
PIONEER NATURAL RESOURCES USA, INC., AS GUARANTOR
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
GUARANTEES OF DEBT SECURITIES
We may offer and sell securities from time to time in one or more classes
or series and in amounts, at prices and on terms that we will determine at the
time of the offering, with a total initial offering price of up to
$1,000,000,000. Any debt securities we issue under this prospectus may be
guaranteed by Pioneer Natural Resources USA, Inc., our direct wholly-owned
subsidiary that we call Pioneer USA.
We will provide specific terms of the securities to be sold by us,
including any guarantee by Pioneer USA, and the methods by which we will sell
them in supplements to this prospectus. You should read this prospectus and any
supplement carefully before you invest. This prospectus may not be used to offer
or sell securities without a prospectus supplement describing the methods and
terms of the offering. We may sell the securities directly or we may distribute
them through underwriters or dealers. In addition, the underwriters may
overallot a portion of the securities.
Our common stock is listed on the New York Stock Exchange under the symbol
"PXD."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is May , 2002.
TABLE OF CONTENTS
PAGE
----
About This Prospectus..................................................................................... 2
Uncertainty of Forward-Looking Statements................................................................. 2
Where You Can Find More Information....................................................................... 3
Information That Pioneer and Pioneer USA Incorporate by Reference......................................... 3
Pioneer and Pioneer USA................................................................................... 4
Use of Proceeds........................................................................................... 4
Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends........... 4
Description of Debt Securities............................................................................ 5
Description of Capital Stock.............................................................................. 16
Description of Depositary Shares.......................................................................... 25
Description of Warrants................................................................................... 27
Description of Stock Purchase Contracts and Stock Purchase Units.......................................... 29
Description of Guarantees of Debt Securities.............................................................. 29
Plan of Distribution...................................................................................... 30
Legal Matters............................................................................................. 31
Experts................................................................................................... 32
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that
Pioneer and Pioneer USA filed with the Securities and Exchange Commission using
a shelf registration process. Under this shelf process, Pioneer or Pioneer USA
may sell any combination of the securities described in this prospectus in one
or more offerings up to a total dollar amount of $1,000,000,000 or the
equivalent denominated in foreign currencies. This prospectus provides you with
a general description of the securities Pioneer or Pioneer USA may offer. Each
time Pioneer or Pioneer USA sells securities, Pioneer or Pioneer USA will
provide a prospectus supplement that will contain specific information about the
terms of that offering. This prospectus does not contain all of the information
included in the registration statement. For a more complete understanding of the
offering of the securities, you should refer to the registration statement,
including its exhibits. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information under the
heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. Pioneer and Pioneer
USA have not authorized anyone to provide you with different information.
Pioneer and Pioneer USA are not making offers to sell the securities in any
jurisdiction in which an offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to anyone
to whom it is unlawful to make an offer or solicitation.
The information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this prospectus
is accurate as of any other date.
In this prospectus, references to the terms "we," "us" or "Pioneer" or
other similar terms refer to Pioneer Natural Resources Company, and not to
Pioneer Natural Resources USA, Inc., unless we state otherwise or the context
indicates otherwise. References to "Pioneer USA" refer to Pioneer Natural
Resources USA, Inc.
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
This prospectus and the documents Pioneer and Pioneer USA incorporate by
reference contain statements that constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995. The forward-looking statements speak only as of the date made, and
Pioneer and Pioneer USA undertake no obligation to update such forward-looking
statements. These forward-looking statements may be identified by the use of the
words "believe," "expect," "anticipate," "will," "contemplate," "would" and
similar expressions that contemplate future
2
events. All statements other than statements of historical fact included or
incorporated in this prospectus, including statements regarding Pioneer's or
Pioneer USA's financial position, business strategy, production and reserve
growth and other plans and objectives for Pioneer's or Pioneer USA's future
operations, are forward-looking statements.
Although Pioneer and Pioneer USA believe that such forward-looking
statements are based on reasonable assumptions, Pioneer and Pioneer USA give no
assurance that Pioneer's or Pioneer USA's expectations will in fact occur.
Important factors could cause actual results to differ materially from those in
the forward-looking statements, including factors identified in Pioneer's
periodic reports incorporated in this prospectus by reference. Forward-looking
statements are subject to risks and uncertainties and include information
concerning general economic conditions and possible or assumed future results of
operations, estimates of oil and gas production and reserves, drilling plans,
future cash flows, anticipated capital expenditures, Pioneer's realization of
deferred tax assets, the level of future expenditures for environmental costs,
and the strategies, plans and objectives of Pioneer's management.
This cautionary statement expressly qualifies in their entirety all
forward-looking statements attributable to Pioneer or Pioneer USA.
WHERE YOU CAN FIND MORE INFORMATION
Pioneer files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Pioneer's SEC
filings are available to the public over the internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document Pioneer files at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference room.
Pioneer's common stock is listed on the New York Stock Exchange and the
Toronto Stock Exchange under the symbol "PXD." Pioneer's reports and other
information filed with the SEC can also be inspected at the offices of the New
York Stock Exchange and the Toronto Stock Exchange.
INFORMATION THAT PIONEER AND PIONEER USA INCORPORATE BY REFERENCE
The SEC allows Pioneer and Pioneer USA to incorporate by reference the
information Pioneer files with the SEC, which means that Pioneer and Pioneer USA
can disclose important information to you by referring you to those documents.
The information incorporated by reference is an important part of this
prospectus, and information Pioneer files later with the SEC will automatically
update and supersede this information. Pioneer and Pioneer USA incorporate by
reference the documents listed below that Pioneer filed with the SEC under the
Securities Exchange Act of 1934:
o the description of Pioneer's common stock contained in its
registration statement on Form 8-A, filed with the SEC on August
5, 1997, and the amendment to that registration statement filed
with the SEC on August 8, 1997;
o the description of the rights to purchase Pioneer's Series A
Junior Participating Preferred Stock pursuant to Pioneer's
stockholder rights plan contained in Pioneer's registration
statement on Form 8-A filed with the SEC on July 24, 2001;
o Pioneer's annual report on Form 10-K for the year ended December
31, 2001;
o Pioneer's quarterly report on Form 10-Q for the three months
ended March 31, 2002; and
o Pioneer's current reports on Form 8-K, filed with the SEC on
April 17, 2002, April 25, 2002, and April 29, 2002.
Pioneer and Pioneer USA also incorporate by reference each of the documents
that Pioneer files with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus until
3
the offering of the securities terminates or Pioneer or Pioneer USA has filed
with the SEC an amendment to the registration statement relating to this
offering which deregisters all securities then remaining unsold.
You may request a copy of any of these filings, other than an exhibit to
those filings unless Pioneer or Pioneer USA has specifically incorporated that
exhibit by reference into the filing, at no cost, by telephoning or writing
Pioneer or Pioneer USA at the following address:
Pioneer Natural Resources Company
5205 North O'Connor Blvd., Suite 1400
Irving, Texas 75039
Attention: Investor Relations
Telephone: (972) 444-9001
PIONEER AND PIONEER USA
Pioneer is an oil and gas exploration and production company with ownership
interests in oil and gas properties located in the United States, Argentina,
Canada, Gabon, South Africa and Tunisia. Pioneer USA is a direct wholly-owned
subsidiary of Pioneer and owns almost all of Pioneer's United States oil and gas
properties.
The executive offices of Pioneer and Pioneer USA are located at 5205 N.
O'Connor Blvd., Suite 1400, Irving, Texas 75039, telephone number: (972)
444-9001. Pioneer maintains other offices in Midland, Texas; Buenos Aires,
Argentina; Calgary, Canada; and Capetown, South Africa.
USE OF PROCEEDS
Unless Pioneer or Pioneer USA informs you otherwise in the prospectus
supplement, each of Pioneer and Pioneer USA expect to use the net proceeds from
the sale of securities for general corporate purposes. These purposes may
include, but are not limited to:
o reduction or refinancing of debt or other corporate obligations;
o acquisitions;
o capital expenditures; and
o working capital.
Pending any specific application, each of Pioneer and Pioneer USA may
initially invest funds in short-term marketable securities or apply them to the
reduction of short-term indebtedness.
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth Pioneer's ratios of consolidated earnings to
fixed charges and earnings to fixed charges and preferred stock dividends for
the periods presented:
Three
Months Year Ended December 31,
Ended March ------------------------------------------
31, 2002 2001 2000 1999 1998 1997
----------- ------ ------ ------ ------ ------
Ratio of earnings to fixed charges(b) .... (a) 1.73 1.96 (a) (a) (a)
Ratio of earnings to fixed charges and ...
preferred stock dividends(c) .......... (a) 1.73 1.96 (a) (a) (a)
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(a) The ratio indicates a less than one-to-one coverage because the
earnings were insufficient to cover the fixed charges and preferred
stock dividends by $4.5 million, $23.1 million, $730.8 million, and
$1,377.6 million during the quarter ended March 31, 2002, and for the
years ended December 31, 1999, 1998, and 1997, respectively.
4
(b) The ratio has been computed by dividing earnings by fixed charges. For
purposes of computing the ratio:
o earnings consist of income before income taxes and cumulative
effect of a change in accounting principle, plus fixed charges,
net of preferred stock dividends of a consolidated subsidiary and
capitalized interest; and
o fixed charges consist of interest expense, capitalized interest,
the portion of rental expense deemed to be representative of the
interest component of rental expense, and preferred stock
dividends of a consolidated subsidiary.
(c) The ratio has been computed by dividing earnings by fixed charges and
preferred stock dividends. For purposes of computing the ratio:
o earnings consist of income before income taxes and cumulative
effect of change in accounting principle, plus fixed charges and
preferred stock dividends, net of preferred stock dividends of a
consolidated subsidiary and capitalized interest; and
o fixed charges and preferred stock dividends consist of interest
expense, capitalized interest, the portion of rental expense
deemed to be representative of the interest component of rental
expense, preferred stock dividends of a consolidated subsidiary,
and preferred stock dividends. The dividends on the 6 1/4%
Cumulative Guaranteed Monthly Income Convertible Preferred Shares
of Parker & Parsley Capital LLC, a subsidiary of Pioneer's
predecessor, Parker & Parsley Petroleum Company, were recorded as
interest expense for financial reporting purposes until those
shares were converted into common stock of Parker & Parsley on
July 28, 1997.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities that Pioneer may issue separately, upon exercise of a debt warrant,
in connection with a stock purchase contract or as part of a stock purchase unit
from time to time in the form of one or more series of debt securities. The
applicable prospectus supplement will describe the specific terms of the debt
securities offered through that prospectus supplement as well as any general
terms described in this section that will not apply to those debt securities.
Pioneer's senior debt securities will be issued under (1) an Indenture
dated as of January 13, 1998, as supplemented, between Pioneer and The Bank of
New York, as trustee, or (2) another indenture to be entered into by Pioneer and
that or another trustee. Pioneer's senior subordinated debt securities will be
issued under a separate indenture to be entered into by Pioneer and that or
another trustee. Under the indentures, Pioneer's debt securities may be
subordinated to other indebtedness of Pioneer. See "Description of Debt
Securities--Subordination of Subordinated Debt Securities" below.
A copy of Pioneer's 1998 senior debt indenture has been previously filed
with the SEC and incorporated by reference as an exhibit to the registration
statement of which this prospectus is a part, and is incorporated by reference
into this prospectus. Another form of senior debt indenture is filed as an
exhibit to the registration statement of which this prospectus is a part and is
incorporated by reference into this prospectus. A form of the senior
subordinated debt indenture is filed as an exhibit to the registration statement
of which this prospectus is a part and is incorporated by reference into this
prospectus. You should refer to the applicable indenture for more specific
information. In addition, you should consult the applicable prospectus
supplement for particular terms of Pioneer's debt securities.
The indentures will not limit the amount of debt securities that Pioneer
may issue, and will permit Pioneer to issue securities from time to time in one
or more series. The debt securities will be unsecured obligations of Pioneer,
unless otherwise stated in the applicable prospectus supplement. Pioneer
currently conducts substantially all of its operations through subsidiaries, and
the holders of debt securities (whether senior or subordinated debt securities)
5
will be effectively subordinated to the creditors of Pioneer's subsidiaries.
This means that creditors of Pioneer's subsidiaries will have a claim to the
assets of Pioneer's subsidiaries that is superior to the claim of Pioneer's
creditors, including holders of Pioneer's debt securities.
Generally, Pioneer will pay the principal of, premium, if any, and interest
on Pioneer's registered debt securities either at an office or agency that
Pioneer maintains for that purpose or, if Pioneer elects, Pioneer may pay
interest by mailing a check to your address as it appears on Pioneer's register
(or, at the election of the holder, by wire transfer to an account designated by
the holder). Except as may be provided otherwise in the applicable prospectus
supplement, no payment on a bearer security will be made by mail to an address
in the United States or by wire transfer to an account in the United States.
Except as may be provided otherwise in the applicable prospectus supplement,
Pioneer will issue its debt securities only in fully registered form without
coupons, generally in denominations of $1,000 or integral multiples of $1,000.
Pioneer will not apply a service charge for a transfer or exchange of its debt
securities, but Pioneer may require that you pay the amount of any applicable
tax or other governmental charge.
The applicable prospectus supplement will describe the following terms of
any series of debt securities that Pioneer may offer:
1. the title of the debt securities;
2. whether they are senior debt securities or subordinated debt
securities;
3. the total amount of the debt securities authorized and the amount
outstanding, if any;
4. any limit on the aggregate principal amount of the debt
securities offered through that prospectus supplement;
5. the identity of the person to whom Pioneer will pay interest if
it is anybody other than the noteholder;
6. when the principal of the debt securities will mature;
7. the interest rate or the method for determining it, including any
procedures to vary or reset the interest rate;
8. when interest will be payable, as well as the record dates for
determining to whom Pioneer will pay interest;
9. where the principal of, premium, if any, and interest on the debt
securities will be paid;
10. whether Pioneer has any obligation to redeem, repurchase or repay
the debt securities under any mandatory or optional sinking funds
or similar arrangements and the terms of those arrangements;
11. when the debt securities may be redeemed if they are redeemable,
as well as the redemption prices, and a description of the terms
of redemption;
12. whether Pioneer has any obligation to redeem or repurchase the
debt securities at the holder's option;
13. the denominations of the debt securities, if other than $1,000 or
an integral multiple of $1,000;
14. the amount that Pioneer will pay the holder if the maturity of
the debt securities is accelerated, if other than their principal
amount;
15. the currency in which Pioneer will make payments to the holder
and, if a foreign currency, the manner of conversion from United
States dollars;
6
16. any index Pioneer may use to determine the amount of payment of
principal of, premium, if any, and interest on the debt
securities;
17. whether the debt securities will be issued in electronic, global
or certificated form;
18. if the debt securities will be issued only in the form of a
global note, the name of the depositary or its nominee and the
circumstances under which the global note may be exchanged in
whole or in part for other individual debt securities in
definitive registered form;
19. the applicability of the legal defeasance and covenant defeasance
provisions in the applicable indenture;
20. any additions or changes to events of default and, in the case of
subordinated debt securities, any additional events of default
that would result in acceleration of their maturity;
21. whether the debt securities will be issued as registered
securities or bearer securities and, if the debt securities are
bearer securities, whether coupons will be attached, whether and
to whom any additional interest payments shall be made, the
circumstances, if any, under which the bearer debt securities may
be exchanged for registered debt securities;
22. any additions or changes to the covenants relating to permitted
consolidations, mergers or sales of assets or otherwise;
23. if any debt securities do not bear interest, the dates for any
required reports to the trustee;
24. the amount that will be deemed to be the principal amount of the
debt securities as of a particular date before maturity if the
principal amount payable at the stated maturity date will not be
able to be determined on that date;
25. whether the debt securities will be convertible into or
exchangeable for any other securities and the terms and
conditions upon which a conversion or exchange may occur,
including the initial conversion or exchange price or rate, the
conversion or exchange period and any other additional
provisions;
26. the terms of any repurchase or remarketing rights of third
parties;
27. the terms of any guarantee of the debt securities; and
28. any other terms of the debt securities.
Debt securities may bear interest at fixed or floating rates. Pioneer may
issue its debt securities at an original issue discount, bearing no interest or
bearing interest at a rate that, at the time of issuance, is below market rate,
to be sold at a substantial discount below their stated principal amount.
Generally speaking, if Pioneer's debt securities are issued at an original issue
discount and there is an event of default or acceleration of their maturity,
holders will receive an amount less than their principal amount. Tax and other
special considerations applicable to any series of debt securities, including
original issue discount debt, will be described in the prospectus supplement in
which Pioneer offers those debt securities.
Pioneer will have the ability under the indentures to reopen a previously
issued series of debt securities and issue additional debt securities of that
series or establish additional terms of the series. Pioneer is also permitted to
issue debt securities with the same terms as previously issued debt securities.
Pioneer will comply with Section 14(e) under the Securities Exchange Act of
1934 and any other tender offer rules under the Securities Exchange Act of 1934
that may then apply to any obligation Pioneer may have to purchase debt
securities at the option of the holders. Any such obligation applicable to a
series of debt securities will be described in the related prospectus
supplement.
7
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Debt securities of a series may be subordinated to senior indebtedness to
the extent set forth in the prospectus supplement relating to the subordinated
debt securities. The definition of "senior indebtedness" (1) will include, among
other things, Pioneer's indebtedness, whether outstanding on the original issue
date of the debt securities or incurred after such date, unless the instrument
that creates or evidences such indebtedness provides that such obligations are
subordinate in right of payment to the debt securities, and (2) will be
specifically set forth in the prospectus supplement relating to the subordinated
debt securities.
Subordinated debt securities of a particular series and any coupons
relating to those debt securities will be subordinate in right of payment, to
the extent and in the manner set forth in the indenture and the prospectus
supplement relating to those subordinated debt securities, to the prior payment
of all of Pioneer's indebtedness that is designated as senior indebtedness with
respect to that series.
Upon any payment or distribution of Pioneer's assets to creditors or upon a
total or partial liquidation or dissolution of Pioneer or in a bankruptcy,
receivership, or similar proceeding relating to Pioneer or its property, holders
of senior indebtedness will be entitled to receive payment in full in cash of
the senior indebtedness before holders of subordinated debt securities will be
entitled to receive any payment of principal, premium, if any, or interest with
respect to the subordinated debt securities and, until the senior indebtedness
is paid in full, any distribution to which holders of subordinated debt
securities would otherwise be entitled will be made to the holders of senior
indebtedness (except that holders of subordinated debt securities may receive
shares of stock and any debt securities that are subordinated to senior
indebtedness to at least the same extent as the subordinated debt securities),
all as described in the applicable prospectus supplement.
Unless otherwise provided in an applicable prospectus supplement, Pioneer
may not (1) make any payments of principal, premium, if any, or interest with
respect to subordinated debt securities, (2) make any deposit for the purpose of
defeasance of the subordinated debt securities, or (3) repurchase, redeem, or
otherwise retire (except, in the case of subordinated debt securities that
provide for a mandatory sinking fund, by Pioneer's delivery of subordinated debt
securities to the trustee in satisfaction of Pioneer's sinking fund obligation)
any subordinated debt securities if:
o any principal, premium, or interest with respect to senior
indebtedness is not paid within any applicable grace period
(including at maturity); or
o any other default on senior indebtedness occurs and the maturity
of that senior indebtedness is accelerated in accordance with its
terms,
unless, in either case, the default has been cured or waived and the
acceleration has been rescinded, the senior indebtedness has been paid in full
in cash, or Pioneer and the trustee receive written notice approving the payment
from the representatives of each issue of specified senior indebtedness as
described in the applicable prospectus supplement.
Unless otherwise provided in an applicable prospectus supplement, during
the continuance of any default (other than a default described in the preceding
paragraph) with respect to any senior indebtedness pursuant to which the
maturity of that senior indebtedness may be accelerated immediately without
further notice (except such notice as may be required to effect the
acceleration) or the expiration of any applicable grace periods, Pioneer may not
pay the subordinated debt securities for such periods after notice of the
default from the representative of specified senior indebtedness as shall be
specified in the applicable prospectus supplement.
By reason of this subordination, in the event of insolvency, Pioneer's
creditors who are holders of senior indebtedness or holders of any indebtedness
or preferred stock of Pioneer's subsidiaries, as well as certain of Pioneer's
general creditors, may recover more, ratably, than the holders of the
subordinated debt securities.
EVENTS OF DEFAULT
Except as may be provided otherwise in a prospectus supplement, any of the
following events will constitute an event of default for a series of debt
securities under an indenture:
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o failure to pay interest on Pioneer's debt securities of that
series, or any payment with respect to the related coupons, if
any, for 30 days past the applicable due date;
o failure to pay principal of, or premium, if any, on Pioneer's
debt securities of that series when due, whether at maturity,
upon redemption, by declaration, upon required repurchase or
otherwise;
o failure to make any sinking fund payment on debt securities of
that series when due;
o failure to perform any covenant or agreement in the indenture,
including failure to comply with the provisions of the indenture
relating to consolidations, mergers and sales of assets, but
other than a covenant included in the indenture solely for the
benefit of a different series of Pioneer's debt securities, which
failure to comply continues for 90 days after written notice from
the trustee or holders of 25% of the outstanding principal amount
of the debt securities of that series as provided in the
indenture;
o acceleration of more than $50,000,000 of indebtedness of Pioneer
under the terms of the applicable debt instrument if the
acceleration is not rescinded or the indebtedness is not paid
within 10 days after written notice from the trustee or holders
of 25% of the outstanding principal amount of the debt securities
of that series as provided in the indenture;
o specified events relating to the bankruptcy, insolvency or
reorganization of Pioneer or any of its significant subsidiaries;
and
o any other event of default provided with respect to debt
securities of that series.
An event of default with respect to one series of debt securities is not
necessarily an event of default for another series.
If there is an event of default with respect to a series of Pioneer's debt
securities, which continues for the requisite amount of time, either the trustee
or holders of at least 25% of the aggregate principal amount of that series may
declare the principal amount of and interest on all of the debt securities of
that series to be due and payable immediately, except that if an event of
default occurs due to bankruptcy, insolvency or reorganization as provided in
the applicable indenture, then the principal of and interest on the debt
securities shall become due and payable immediately without any act by the
trustee or any holder of debt securities. If the securities were issued at an
original issue discount, less than the stated principal amount may become
payable.
Before the acceleration of the maturity of the debt securities of any
series, the holders of a majority in aggregate principal amount of the debt
securities of that series may, on behalf of the holders of all debt securities
and any related coupons of that series, waive any past default or event of
default and its consequences for that series, except (1) a default in the
payment of the principal, premium, or interest with respect to those debt
securities or (2) a default with respect to a provision of the applicable
indenture that cannot be amended without the consent of each holder affected by
the amendment. In case of a waiver of a default, that default shall cease to
exist, any event of default arising from that default shall be deemed to have
been cured for all purposes, and Pioneer, the trustee, and the holders of the
senior debt securities of that series will be restored to their former positions
and rights under the indenture.
The trustee under an indenture will, within 90 days after the occurrence of
a default known to it with respect to a series of debt securities, give to the
holders of the debt securities of that series notice of all uncured defaults
with respect to that series known to it, unless the defaults have been cured or
waived before the giving of the notice, but the trustee will be protected in
withholding the notice if it in good faith determines that the withholding of
the notice is in the interest of the holders of those debt securities, except in
the case of default in the payment of principal, premium, or interest with
respect to the debt securities of that series or in the making of any sinking
fund payment with respect to the debt securities of that series.
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A holder may institute a suit against Pioneer for enforcement of such
holder's rights under the applicable indenture, for the appointment of a
receiver or trustee, or for any other remedy only if the following conditions
are satisfied:
o the holder gives the trustee written notice of a continuing event
of default with respect to a series of Pioneer's debt securities
held by that holder;
o holders of at least 25% of the aggregate principal amount of that
series make a request, in writing, and offer reasonable
indemnity, to the trustee for the trustee to institute the
requested proceeding;
o the trustee does not receive direction contrary to the holder's
request within 60 days following such notice, request and offer
of indemnity under the terms of the applicable indenture; and
o the trustee does not institute the requested proceeding within 60
days following such notice.
The indentures will require Pioneer every year to deliver to the trustee a
statement as to performance of Pioneer's obligations under the indentures and as
to any defaults.
A default in the payment of any of Pioneer's debt securities, or a default
with respect to Pioneer's debt securities that causes them to be accelerated,
may give rise to a cross-default under Pioneer's bank credit facility or other
indebtedness.
SATISFACTION AND DISCHARGE OF THE INDENTURES
An indenture will generally cease to be of any further effect with respect
to a series of debt securities if:
o Pioneer has delivered to the applicable trustee for cancellation
all debt securities of that series (with certain limited
exceptions); or
o all debt securities and coupons of that series not previously
delivered to the trustee for cancellation have become due and
payable, and Pioneer has deposited with the trustee as trust
funds the entire amount sufficient to pay at maturity or upon
redemption all of those debt securities and coupons;
and if, in either case, Pioneer also pays or causes to be paid all other sums
payable under the applicable indenture by Pioneer.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Any series of Pioneer's debt securities may be subject to the defeasance
and discharge provisions of the applicable indenture if so specified in the
applicable prospectus supplement. If those provisions are applicable, Pioneer
may elect either:
o legal defeasance--which will permit Pioneer to defease and be
discharged from, subject to limitations, all of its obligations
with respect to those debt securities; or
o covenant defeasance--which will permit Pioneer to be released
from its obligations to comply with covenants relating to those
debt securities as described in the applicable prospectus
supplement, which may include obligations concerning
subordination of Pioneer's subordinated debt securities.
If Pioneer exercises its legal defeasance option with respect to a series
of debt securities, payment of those debt securities may not be accelerated
because of an event of default. If Pioneer exercise its covenant defeasance
option with respect to a series of debt securities, payment of those debt
securities may not be accelerated because of an event of default related to the
specified covenants.
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Unless otherwise provided in the applicable prospectus supplement, Pioneer
may invoke legal defeasance or covenant defeasance with respect to any series of
its debt securities only if:
o Pioneer irrevocably deposits with the trustee, in trust, an
amount in funds or U.S. government obligations which, through the
payment of principal and interest in accordance with their terms,
will provide money in an amount sufficient to pay, when due upon
maturity or redemption, as the case may be, the principal of,
premium, if any, and interest on those debt securities;
o Pioneer delivers to the trustee a certificate from a nationally
recognized firm of independent accountants expressing their
opinion that the payments of principal and interest when due and
without reinvestment on the deposited U.S. government obligations
plus any deposited money without investment will provide cash at
such times and in such amounts as will be sufficient to pay the
principal, premium, and interest when due with respect to all the
debt securities of that series to maturity or redemption, as the
case may be;
o 123 days pass after the deposit is made and, during the 123-day
period, no default relating to Pioneer's bankruptcy, insolvency
or reorganization occurs that is continuing at the end of that
period;
o no event of default has occurred and is continuing on the date of
the deposit and after giving effect to the deposit;
o the deposit is not a default under any other agreement binding on
Pioneer and, in the case of subordinated debt securities, is not
prohibited by the subordination provisions of the indenture;
o Pioneer delivers to the trustee an opinion of counsel to the
effect that the trust resulting from the deposit is not, or is
qualified as, a regulated investment company under the Investment
Company Act of 1940;
o Pioneer delivers to the trustee an opinion of counsel addressing
certain federal income tax matters relating to the defeasance;
and
o Pioneer delivers to the trustee an officers' certificate and an
opinion of counsel, each stating that all conditions precedent to
the defeasance and discharge of the debt securities of that
series as contemplated by the applicable indenture have been
complied with.
MODIFICATION AND WAIVER
Pioneer may enter into supplemental indentures for the purpose of modifying
or amending an indenture with the consent of holders of at least a majority in
aggregate principal amount of each series of Pioneer's outstanding debt
securities affected. However, unless otherwise provided in the applicable
prospectus supplement, the consent of all of the holders of Pioneer's debt
securities that are affected by any modification or amendment is required for
any of the following:
o to reduce the percentage in principal amount of debt securities
of any series whose holders must consent to an amendment;
o to reduce the rate of or extend the time for payment of interest
on any debt security or coupon or reduce the amount of any
interest payment to be made with respect to any debt security or
coupon;
o to reduce the principal of or change the stated maturity of
principal of, or any installment of principal of or interest on,
any debt security or reduce the amount of principal of any
original issue discount security that would be due and payable
upon declaration of acceleration of maturity;
o to reduce the premium payable upon the redemption of any debt
security or change the time at which any debt security may or
shall be redeemed;
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o to make any debt security payable in a currency other than that
stated in that debt security;
o to modify the subordination provisions of Pioneer's subordinated
debt securities in a manner adverse to holders;
o to release any security that may have been granted with respect
to the debt securities;
o to make any change in the provisions of the indenture relating to
waivers of defaults or amendments that require unanimous consent;
o to change any obligations provided for in the indenture to pay
any additional interest with respect to bearer securities;
o to limit Pioneer's obligations to maintain a paying agency
outside the United States for payment on bearer securities or
limit Pioneer's obligation to redeem certain bearer securities;
o to change any place of payment where any debt security or any
premium or interest on any debt security is payable;
o to impair the right to bring a lawsuit for the enforcement of any
payment on or after the stated maturity of any debt security (or
in the case of redemption, on or after the date fixed for
redemption); or
o to modify any of the above provisions of the indenture, except to
increase the percentage in principal amount of debt securities of
any series whose holders must consent to an amendment or to
provide that certain other provisions of the indenture cannot be
modified or waived without the consent of the holder of each
outstanding debt security affected by the modification or waiver.
In addition, Pioneer and the trustee with respect to an indenture may enter
into supplemental indentures without the consent of the holders of debt
securities for one or more of the following purposes (in addition to any other
purposes specified in an applicable prospectus supplement):
o to evidence that another person has become Pioneer's successor
under the provisions of the indenture relating to consolidations,
mergers, and sales of assets and that the successor assumes
Pioneer's covenants, agreements, and obligations in the indenture
and in the debt securities;
o to surrender any of Pioneer's rights or powers under the
indenture, to add to Pioneer's covenants further covenants,
restrictions, conditions, or provisions for the protection of the
holders of all or any series of debt securities, and to make a
default in any of these additional covenants, restrictions,
conditions, or provisions a default or an event of default under
the indenture;
o to cure any ambiguity or to make corrections to the indenture,
any supplemental indenture, or any debt securities, to convey,
transfer, assign, mortgage or pledge any property to or with the
trustee, or to make such other provisions in regard to matters or
questions arising under the indenture that do not adversely
affect the interests of any holders of debt securities of any
series;
o to modify or amend the indenture to permit the qualification of
the indenture or any supplemental indenture under the Trust
Indenture Act of 1939 as then in effect;
o to add to or change any of the provisions of the indenture to
provide that bearer securities may be registrable as to
principal, to change or eliminate any restrictions on the payment
of principal or premium with respect to registered securities or
of principal, premium, or interest with respect to bearer
securities, or to permit registered securities to be exchanged
for bearer securities, so long as none of these actions adversely
affects the interests of the holders of debt securities or any
coupons of any series in any material respect or permits the
issuance of debt securities of any series in uncertificated form;
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o to comply with the provisions of the indenture relating to
consolidations, mergers, and sales of assets;
o to modify the subordination provisions of Pioneer's subordinated
debt securities in a manner that would limit or terminate the
benefits available to any holder of senior indebtedness (or its
representative) under such subordination provisions;
o to add guarantees with respect to any or all of the debt
securities or to secure any or all of the debt securities;
o to make any change that does not adversely affect the rights of
any holder of a series of debt securities under the indenture;
o to add to, change, or eliminate any of the provisions of the
indenture with respect to one or more series of debt securities,
so long as the addition, change, or elimination not otherwise
permitted under the indenture will (1) neither apply to any debt
security of any series created before the execution of the
supplemental indenture and entitled to the benefit of that
provision nor modify the rights of the holders of that debt
security with respect to that provision or (2) become effective
only when there is none of that debt security outstanding;
o to evidence and provide for the acceptance of appointment by a
successor or separate trustee with respect to the debt securities
of one or more series and to add to or change any of the
provisions of the indenture as necessary to provide for the
administration of the indenture by more than one trustee; and
o to establish the form or terms of debt securities and coupons, if
any, of any series.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Unless otherwise provided in the applicable prospectus supplement, the
indentures prohibit Pioneer from consolidating with or merging into another
business entity, or transferring or leasing substantially all of Pioneer's
assets, unless:
o Pioneer is the continuing entity in the case of a merger; or
o the surviving or acquiring entity is a U.S. corporation and it
expressly assumes Pioneer's obligations with respect to Pioneer's
debt securities by executing a supplemental indenture;
o immediately after giving effect to the transaction, no default or
event of default would occur or be continuing;
o the successor company waives any right to redeem any bearer
security under circumstances in which the successor company would
be entitled to redeem the bearer security but Pioneer would have
not been entitled to redeem that bearer security if the
consolidation, merger or sale had not occurred; and
o Pioneer has delivered to the trustee an officers' certificate and
an opinion of counsel, each stating that the consolidation,
merger, or sale complies with the indenture.
CONVERSION OR EXCHANGE RIGHTS
If debt securities of any series are convertible or exchangeable, the
applicable prospectus supplement will specify:
o the type of securities into which they may be converted or
exchanged;
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o the conversion price or exchange ratio, or its method of
calculation;
o whether conversion or exchange is mandatory or at your election;
o how and when the conversion price or exchange ratio may be
adjusted; and
o any other important terms concerning the conversion or exchange
rights.
GLOBAL SECURITIES
Pioneer's debt securities may be issued in the form of one or more global
securities that will be deposited with a depositary or its nominee identified in
the applicable prospectus supplement. If so, each global security will be issued
in the denomination of the aggregate principal amount of securities that it
represents. Unless and until it is exchanged in whole or in part for debt
securities that are in definitive registered form, a global security may not be
transferred or exchanged except as a whole to the depositary, another nominee of
the depositary, or a successor of the depositary or its nominee. The applicable
prospectus supplement will describe this concept more fully.
The specific material terms of the depositary arrangement with respect to
any portion of a series of Pioneer's debt securities that will be represented by
a global security will be described in the applicable prospectus supplement.
Pioneer anticipates that the following provisions will apply to Pioneer's
depositary arrangements.
Upon the issuance of any global security, and its deposit with or on behalf
of the depositary, the depositary will credit, on its book-entry registration
and transfer system, the principal amounts of Pioneer's debt securities
represented by the global security to the accounts of participating institutions
that have accounts with the depositary or its nominee. The underwriters or
agents engaging in the distribution of Pioneer's debt securities, or Pioneer, if
Pioneer is offering and selling its debt securities directly, will designate the
accounts to be credited. Ownership of beneficial interests in a global security
will be limited to participating institutions or their clients. The depositary
or its nominee will keep records of the ownership and transfer of beneficial
interests in a global security by participating institutions. Participating
institutions will keep records of the ownership and transfer of beneficial
interests by their clients. The laws of some jurisdictions may require that
purchasers of Pioneer's securities receive physical certificates, which may
impair a holder's ability to transfer its beneficial interests in global
securities.
While the depositary or its nominee is the registered owner of a global
security, the depositary or its nominee will be considered the sole owner of all
of Pioneer's debt securities represented by the global security for all purposes
under the indentures. Generally, if a holder owns beneficial interests in a
global security, that holder will not be entitled to have Pioneer's debt
securities registered in that holder's own name, and that holder will not be
entitled to receive a certificate representing that holder's ownership.
Accordingly, if a holder owns a beneficial interest in a global security, the
holder must rely on the depositary and, if applicable, the participating
institution of which that holder is a client to exercise the rights of that
holder under the applicable indenture.
The depositary may grant proxies and otherwise authorize participating
institutions to take any action that a holder is entitled to take under the
indentures. Pioneer understands that, according to existing industry practices,
if Pioneer requests any action of holders, or any owner of a beneficial interest
in a global security wishes to give any notice or take any action, the
depositary would authorize the participating institutions to give the notice or
take the action, and the participating institutions would in turn authorize
their clients to give the notice or take the action.
Generally, Pioneer will make payments on its debt securities represented by
a global security directly to the depositary or its nominee. It is Pioneer's
understanding that the depositary will then credit the accounts of participating
institutions, which will then distribute funds to their clients. Pioneer also
expects that payments by participating institutions to their clients will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of clients registered in "street names,"
and will be the responsibility of the participating institutions. Neither
Pioneer nor the trustee, nor their respective agents, will have any
responsibility, or bear any liability, for any aspects of the records relating
to or payments made on account of beneficial interests in a global security, or
for maintaining, supervising or reviewing records relating to beneficial
interests.
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Generally, a global security may be exchanged for certificated debt
securities only in the following instances:
o the depositary notifies Pioneer that it is unwilling or unable to
continue as depositary, or it ceases to be a registered clearing
agency, if required to be registered by law, and a successor is
not appointed within 90 days; or
o Pioneer determines in its sole discretion that it will no longer
have debt securities represented by a global securities or that
it will permit global securities to be exchanged for certificated
debt securities.
The following is based on information furnished to Pioneer:
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company, which Pioneer refers to as "DTC," will act as
depositary for securities issued in the form of global securities. Global
securities will be issued only as fully-registered securities registered in the
name of Cede & Co., which is DTC's nominee. One or more fully-registered global
securities will be issued for these securities representing in the aggregate the
total number of these securities, and will be deposited with or on behalf of
DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants deposit with it. DTC
also facilitates the settlement among its participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. DTC is owned by a number of its
direct participants and by the New York Stock Exchange, the American Stock
Exchange and the National Association of Securities Dealers. Access to the DTC
system is also available to others, known as indirect participants, such as
securities brokers and dealers, banks and trust companies that clear through or
maintain custodial relationships with direct participants, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
Purchases of securities within the DTC system must be made by or through
direct participants, which will receive a credit for the securities on DTC's
records. The ownership interest of each actual purchaser of each security,
commonly referred to as the beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owners purchased securities. Transfers
of ownership interests in securities issued in the form of global securities are
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interests in these securities, except if use of the book-entry
system for such securities is discontinued.
DTC has no knowledge of the actual beneficial owners of the securities
issued in the form of global securities. DTC's records reflect only the identity
of the direct participants to whose accounts such securities are credited, which
may or may not be the beneficial owners. The participants will remain
responsible for keeping accounts of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Any redemption notices need to be sent to DTC. If less than all of the
securities of a series or class are being redeemed, DTC's practice is to
determine by lot the amount to be redeemed from each participant.
Although voting with respect to securities issued in the form of global
securities is limited to the holders of record, when a vote is required, neither
DTC nor Cede & Co. will itself consent or vote with respect to such
15
securities. Under its usual procedures, DTC would mail an omnibus proxy to the
issuer of the securities as soon as possible after the record date. The omnibus
proxy assigns Cede & Co.'s consenting or voting rights to those direct
participants to whose accounts such securities are credited on the record date,
identified in a listing attached to the omnibus proxy.
Payments in respect of securities issued in the form of global securities
will be made by the issuer of such securities to DTC. DTC's practice is to
credit direct participants' accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices and will be the responsibility of such participant and not
of DTC or Pioneer, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payments to DTC are the responsibility of the
issuer of the applicable securities, disbursement of such payments to direct
participants is the responsibility of DTC, and disbursements of such payments to
the beneficial owners is the responsibility of direct and indirect participants.
DTC may discontinue providing its services as depositary with respect to
any securities at any time by giving reasonable notice to the issuer of such
securities. If a successor depositary is not obtained, individual security
certificates representing such securities are required to be printed and
delivered. Pioneer, at its option, may decide to discontinue use of the system
of book-entry transfers through DTC or a successor depositary.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Pioneer believes to be accurate, but Pioneer
assumes no responsibility for its accuracy. Pioneer has no responsibility for
the performance by DTC or its participants of their obligations as described in
this prospectus or under the rules and procedures governing their operations.
Debt securities may be issued as registered securities (which will be
registered as to principal and interest in the register maintained by the
registrar for those senior debt securities) or bearer securities (which will be
transferable only by delivery). If debt securities are issuable as bearer
securities, certain special limitations and considerations will apply, as set
forth in the applicable prospectus supplement.
PIONEER'S TRUSTEE
The current trustee for Pioneer's debt securities issued under its 1998
indenture is The Bank of New York. Pioneer may engage additional or substitute
trustees with respect to particular series of Pioneer's debt securities. Pioneer
or Pioneer USA may maintain banking and other commercial relationships with any
trustee, including The Bank of New York, and its affiliates in the ordinary
course of business. A trustee may own Pioneer's debt securities.
GOVERNING LAW
The indentures and the debt securities are governed by the laws of the
State of New York.
DESCRIPTION OF CAPITAL STOCK
Pioneer authorized capital stock consists of 600,000,000 shares of stock,
including:
o 500,000,000 shares of common stock, $0.01 par value per share, of
which 115,034,172 shares were issued and outstanding as of May
14, 2002; and
o 100,000,000 shares of preferred stock, $0.01 par value per share,
including one share that has been designated as Special Preferred
Voting Stock, which share was issued and outstanding on such
date, and 500,000 shares that have been designated as Series A
Junior Participating Preferred Stock, $0.01 par value per share,
in connection with Pioneer's rights agreement, of which no shares
are currently issued or outstanding.
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In addition, Pioneer Natural Resources Canada Inc., an indirect
wholly-owned subsidiary of Pioneer that we call Pioneer Canada, has 940,790
exchangeable shares issued and outstanding as of May 14, 2002, each of which is
exchangeable into Pioneer's common stock.
COMMON STOCK
This section describes the general terms of Pioneer's common stock. For
more detailed information, you should refer to Pioneer's amended and restated
certificate of incorporation and amended and restated bylaws, copies of which
have been filed with the SEC. These documents are also incorporated by reference
into this prospectus.
Holders of Pioneer's common stock are entitled to one vote per share with
respect to each matter submitted to a vote of Pioneer's stockholders, subject to
voting rights that may be established for shares of Pioneer's preferred stock,
if any. Except as may be provided in connection with Pioneer's preferred stock
(such as the special preferred voting stock) or as otherwise may be
required by law or Pioneer's amended and restated certificate of incorporation,
Pioneer's common stock is the only capital stock entitled to vote in the
election of directors. Pioneer's common stock does not have cumulative voting
rights.
Subject to the rights of holders of Pioneer's preferred stock, if any,
holders of Pioneer's common stock are entitled to receive dividends and
distributions lawfully declared by Pioneer's board of directors. If Pioneer
liquidates, dissolves, or winds up its business, whether voluntarily or
involuntarily, holders of Pioneer's common stock will be entitled to receive any
assets available for distribution to Pioneer's stockholders after Pioneer has
paid or set apart for payment the amounts necessary to satisfy any preferential
or participating rights to which the holders of each outstanding series of
preferred stock are entitled by the express terms of such series of preferred
stock.
The outstanding shares of Pioneer's common stock are fully paid and
nonassessable. Pioneer's common stock does not have any preemptive, subscription
or conversion rights. Pioneer may issue additional shares of its authorized
common stock as it is authorized by its board of directors from time to time,
without stockholder approval, except as may be required by applicable stock
exchange requirements.
PREFERRED STOCK
This section describes the general terms and provisions of Pioneer's
preferred stock. The applicable prospectus supplement will describe the specific
terms of the shares of preferred stock offered through that prospectus
supplement, as well as any general terms described in this section that will not
apply to those shares of preferred stock. Pioneer will file a copy of the
certificate of designations that contains the terms of each new series of
preferred stock with the SEC each time Pioneer issues a new series of preferred
stock. Each certificate of designations will establish the number of shares
included in a designated series and fix the designation, powers, privileges,
preferences and rights of the shares of each series as well as any applicable
qualifications, limitations or restrictions. You should refer to the applicable
certificate of designations as well as Pioneer's amended and restated
certificate of incorporation before deciding to buy shares of Pioneer's
preferred stock as described in the applicable prospectus supplement.
Pioneer's board of directors has been authorized to provide for the
issuance of shares of Pioneer's preferred stock in multiple series without the
approval of stockholders. With respect to each series of Pioneer's preferred
stock, Pioneer's board of directors has the authority to fix the following
terms:
o the designation of the series;
o the number of shares within the series;
o whether dividends are cumulative and, if cumulative, the dates
from which dividends are cumulative;
o the rate of any dividends, any conditions upon which dividends
are payable, and the dates of payment of dividends;
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o whether the shares are redeemable, the redemption price and the
terms of redemption;
o the amount payable to you for each share you own if Pioneer
dissolves or liquidates;
o whether the shares are convertible or exchangeable, the price or
rate of conversion or exchange, and the applicable terms and
conditions;
o any restrictions on issuance of shares in the same series or any
other series;
o voting rights applicable to the series of preferred stock; and
o any other rights, preferences or limitations of such series.
Your rights with respect to your shares of preferred stock will be
subordinate to the rights of Pioneer's general creditors. Shares of Pioneer's
preferred stock that Pioneer issues will be fully paid and nonassessable, and
will not be entitled to preemptive rights unless specified in the applicable
prospectus supplement.
Pioneer's ability to issue preferred stock, or rights to purchase such
shares, could discourage an unsolicited acquisition proposal. For example,
Pioneer could impede a business combination by issuing a series of preferred
stock containing class voting rights that would enable the holders of such
preferred stock to block a business combination transaction. Alternatively,
Pioneer could facilitate a business combination transaction by issuing a series
of preferred stock having sufficient voting rights to provide a required
percentage vote of the stockholders. Additionally, under certain circumstances,
Pioneer's issuance of preferred stock could adversely affect the voting power of
the holders of Pioneer's common stock. Although Pioneer's board of directors is
required to make any determination to issue any preferred stock based on its
judgment as to the best interests of Pioneer's stockholders, Pioneer's board of
directors could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of Pioneer's stockholders might
believe to be in their best interests or in which stockholders might receive a
premium for their stock over prevailing market prices of such stock. Pioneer's
board of directors does not at present intend to seek stockholder approval prior
to any issuance of currently authorized stock, unless otherwise required by law
or applicable stock exchange requirements.
SPECIAL PREFERRED VOTING STOCK.
In connection with Pioneer's December 1997 acquisition of Chauvco Resources
Ltd., an Alberta, Canada corporation, Pioneer's board of directors designated
one share of the authorized shares of preferred stock as special preferred
voting stock. Pioneer refers to that one share as the voting share. The Montreal
Trust Company of Canada holds the voting share as trustee on behalf of the
holders of exchangeable shares of Pioneer Canada. The certificate of
designations for the voting share includes the following important terms:
o No dividends will be paid to the share trustee as the holder of
the voting share.
o The share trustee, as the holder of the voting share, is entitled
to all of the voting rights attached to the voting share,
including the right to vote on any matter on which Pioneer's
common stockholders are entitled to vote. Except as required by
law, the holder of the voting share will vote together with
Pioneer's common stockholders as a single class.
o The holders of exchangeable shares have the right to submit
stockholder proposals to the share trustee and the share trustee
has agreed to submit any such proposals to Pioneer. Such
stockholder proposals may be considered at any meeting of Pioneer
at which the holders of Pioneer's common stock are entitled to
submit stockholder proposals. Pioneer will accept all stockholder
proposals submitted by the share trustee, but each holder of
exchangeable shares may submit only one proposal.
o So long as any exchangeable shares are outstanding, the number of
shares of special preferred voting stock shares will not be
increased or decreased, and no other term of the special
preferred voting stock may be amended without the approval of the
holder of the voting share.
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o The voting share does not have any conversion rights.
o The voting share does not have any redemption rights so long as
the exchangeable shares are outstanding, but Pioneer will
automatically redeem the voting share for $1.00 when no
exchangeable shares are outstanding. Pioneer will cancel the
voting share if Pioneer purchases or otherwise acquires it.
Pioneer may not reissue the voting share.
o The voting share will rank senior to each share of Pioneer's
common stock in any distribution of assets in a liquidation,
dissolution or winding-up of Pioneer. In any liquidation,
dissolution or winding-up, the holder of the voting share will be
entitled to receive a liquidation preference of $1.00 before any
distribution to the holders of Pioneer's common stock, but only
after the liquidation preference of any other shares of preferred
stock of Pioneer has been paid in full.
o While the voting share is outstanding, Pioneer will (1) comply
with all terms of the exchangeable shares and with all associated
contractual obligations of Pioneer, and (2) not amend, alter or
repeal the terms and conditions of the special preferred voting
stock without the approval of the holder of the voting share.
RIGHTS AGREEMENT
Attached to each share of Pioneer's common stock and each exchangeable
share of Pioneer Canada is one preferred share purchase right. Each right
entitles the registered holder to purchase from Pioneer one one-thousandth of a
share of Series A Junior Participating Preferred Stock, par value $0.01, at a
price of $95.00 per one one-thousandth of a share of Series A Junior
Participating Preferred Stock, subject to adjustment. The rights expire on July
31, 2011, unless the final expiration date is extended or unless the rights are
earlier redeemed by Pioneer.
The rights represented by the certificates for Pioneer's common stock are
not exercisable, and are not separately transferable from the common stock,
until the earlier of:
o ten days after a person or group has become an "acquiring
person." A person or group becomes an acquiring person:
(A) When the person (other than Southeastern Asset Management,
Inc., its affiliates or its permitted transferees) acquires
beneficial ownership of 15% or more of Pioneer's common
stock;
(B) When Southeastern Asset Management, Inc. or its affiliates
becomes the beneficial owner of one share of common stock in
excess of the greater of (1) the lesser of (a) the
percentage of shares of common stock beneficially owned by
Southeastern Asset Management, Inc. or its affiliates as of
the date of the rights agreement or (b) the lowest
percentage of shares of common stock beneficially owned by
Southeastern Asset Management, Inc. or its affiliates after
such date or (2) 15% of Pioneer's outstanding common stock;
or
(C) When a permitted transferee of Southeastern Asset
Management, Inc. or its affiliates becomes the beneficial
owner of one share of common stock in excess of the greater
of (1) the lesser of (a) the percentage of shares of common
stock beneficially owned by the permitted transferee on the
date that it acquires such shares from Southeaster Asset
Management, Inc. or its affiliates or (b) the lowest
percentage of shares of common stock beneficially owned by
the permitted transferee after such date or (2) 15% of
Pioneer's outstanding common stock; or
o ten business days, or a later date determined by the board of
directors, after the commencement or first public announcement of
a tender or exchange offer that would result in a person or group
beneficially owning 15% or more of Pioneer's outstanding common
stock.
The earlier of these two dates is called the "distribution date." Separate
certificates for the rights will be mailed to holders of record of Pioneer's
common stock as of the distribution date. The rights could then begin trading
separately from Pioneer's common stock.
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Generally, in the event that a person or group becomes an acquiring person,
each right, other than the rights owned by the acquiring person, will entitle
the holder to receive, upon exercise of the right, common stock having a value
equal to two times the exercise price of the right. In the event that Pioneer is
acquired in a merger, consolidation, or other business combination transaction
or more than 50% of Pioneer's assets, cash flow or earning power is sold or
transferred, each right, other than the rights owned by an acquiring person,
will entitle the holder to receive, upon the exercise of the right, common stock
of the surviving corporation having a value equal to two times the exercise
price of the right.
At any time after the acquisition by the acquiring person of beneficial
ownership of 15% or more of the outstanding shares of Pioneer's common stock and
before the acquisition by the acquiring person of 50% or more of the voting
power of the outstanding shares of Pioneer's common stock, the board of
directors may exchange the rights, other than rights owned by the acquiring
person, which would have become void, in whole or in part, at an
exchange ratio of one share of Pioneer's common stock for each two shares of
Pioneer's common stock for which each right is then exercisable, subject to
adjustment.
The rights are redeemable in whole, but not in part, at $0.001 per right
until any person or group becomes an acquiring person. The ability to exercise
the rights terminates at the time that the board of directors elects to redeem
the rights. Notice of redemption will be given by mail to the registered holders
of the rights. At no time will the rights have any voting rights.
The number of outstanding rights, the exercise price payable, and the
number of shares of Series A Junior Participating Preferred Stock or other
securities or property issuable upon exercise of the rights are subject to
customary adjustments from time to time to prevent dilution.
The rights have certain anti-takeover effects. The rights may cause
substantial dilution to a person or group that attempts to acquire Pioneer on
terms not approved by Pioneer's board of directors, except in the case of an
offer conditioned on a substantial number of rights being acquired. The rights
should not interfere with any merger or other business combination that
Pioneer's board of directors approves.
The shares of Series A Junior Participating Preferred Stock that may be
purchased upon exercise of the right will rank junior to all other series of
Pioneer's preferred stock, if any, or any similar stock that specifically
provides that it ranks prior to the shares of Series A Junior Participating
Preferred Stock. The shares of Series A Junior Participating Preferred Stock
will be nonredeemable. Each share of Series A Junior Participating Preferred
Stock will be entitled to a minimum preferential quarterly dividend of $1.00 per
share, if, as and when declared, but will be entitled to an aggregate dividend
of 1,000 times the dividend declared per share of Pioneer's common stock. In the
event of liquidation, the holders of the shares of Series A Junior Participating
Preferred Stock will be entitled to a minimum preferential liquidation payment
of $1,000 per share, but will be entitled to an aggregate payment of 1,000 times
the payment made per share of Pioneer's common stock. Each share of Series A
Junior Participating Preferred Stock will have 1,000 votes, voting together with
Pioneer's common stock. In the event of any merger, consolidation or other
transaction in which Pioneer's common stock is exchanged, each share of Series A
Junior Participating Preferred Stock will be entitled to receive 1,000 times the
amount and type of consideration received per share of Pioneer's common stock.
These rights are protected by customary anti-dilution provisions. Because of the
nature of the Series A Junior Participating Preferred Stock's dividend,
liquidation and voting rights, the value of the interest in a share of Series A
Junior Participating Preferred Stock purchasable upon the exercise of each right
should approximate the value of one share of Pioneer's common stock.
The description of the rights contained in this section does not describe
every aspect of the rights. The rights agreement dated as of July 20, 2001,
between Pioneer and the rights agent, contains the full legal text of the
matters described in this section. A copy of the rights agreement has been
incorporated by reference in the registration statement of which this prospectus
forms a part. See "Where You Can Find More Information" for information on how
to obtain a copy.
LIMITATION ON DIRECTORS' LIABILITY
Pioneer's amended and restated certificate of incorporation provides, as
authorized by Section 102(b)(7) of the Delaware General Corporation Law, that
Pioneer's directors will not be personally liable to Pioneer or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability:
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o for any breach of the director's duty of loyalty to Pioneer or
its stockholders;
o for acts or omission not in good faith or which involve
intentional misconduct or a knowing violation of law;
o for unlawful payments of dividends or unlawful stock repurchases
or redemptions as provided in Section 174 of the Delaware General
Corporation Law; or
o for any transaction from which the director derived an improper
personal benefit.
The inclusion of this provision in Pioneer's amended and restated
certificate of incorporation may have the effect of reducing the likelihood of
derivative litigation against directors, and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have benefited Pioneer and its stockholders.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the Delaware General Corporation Law prohibits a defined set
of transactions between a Delaware corporation, such as Pioneer, and an
"interested stockholder." An interested stockholder is defined as a person who,
together with any affiliates or associates of such person, beneficially owns,
directly or indirectly, 15% or more of the outstanding voting shares of a
Delaware corporation. This provision may prohibit business combinations between
an interested stockholder and a corporation for a period of three years after
the date the interested stockholder becomes an interested stockholder. The term
"business combination" is broadly defined to include mergers, consolidations,
sales or other dispositions of assets having a total value in excess of 10% of
the consolidated assets of the corporation, and some other transactions that
would increase the interested stockholder's proportionate share ownership in the
corporation.
This prohibition is effective unless:
o The business combination is approved by the corporation's board
of directors prior to the time the interested stockholder becomes
an interested stockholder;
o The interested stockholder acquired at least 85% of the voting
stock of the corporation, other than stock held by directors who
are also officers or by qualified employee stock plans, in the
transaction in which it becomes an interested stockholder; or
o The business combination is approved by a majority of the board
of directors and by the affirmative vote of 66?% of the
outstanding voting stock that is not owned by the interested
stockholder.
SPECIAL CHARTER AND BYLAW PROVISIONS
Pioneer's amended and restated certificate of incorporation contains
provisions requiring that advance notice be delivered to Pioneer of any business
to be brought by a stockholder before an annual meeting of stockholders and
providing for certain procedures to be followed by stockholders in nominating
persons for election to Pioneer's board of directors. Generally, such advance
notice provisions provide that the stockholder must give written notice to
Pioneer's Secretary not less than 60 days before the scheduled date of the
annual meeting of Pioneer's stockholders or, if later, 10 days after the first
public notice of the annual meeting is sent to Pioneer's stockholders. The
notice must set forth specific information regarding such stockholder and such
business or director nominee, as described in Pioneer's amended and restated
certificate of incorporation. Such requirement is in addition to those set forth
in the regulations adopted by the SEC under the Securities Exchange Act of 1934.
Pioneer's amended and restated certificate of incorporation provides that,
subject to any rights of holders of preferred stock to elect one or more
directors, the number of directors shall not be fewer than three nor more than
21 and provides for a classified board of directors, consisting of three classes
as nearly equal in size as practicable. Each class holds office until the third
annual stockholders' meeting for election of directors following the most recent
election of such class. Pioneer's directors may be removed only for cause.
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Pioneer's amended and restated certificate of incorporation provides that
stockholders may not act by written consent in lieu of a meeting. Special
meetings of the stockholders may be called by Pioneer's board of directors, but
may not be called by Pioneer's stockholders. Pioneer's amended and restated
bylaws may be amended by Pioneer's board of directors or by the affirmative vote
of the holders of at least 66?% of the aggregate voting power of Pioneer's
outstanding capital stock entitled to vote in the election of directors.
Pioneer's amended and restated certificate of incorporation also contains a
"fair price" provision that applies to certain business combination transactions
involving any person or group that beneficially owns at least 10% of the
aggregate voting power of Pioneer's outstanding capital stock, referred to as a
"related person." The "fair price" provision requires the affirmative vote of
the holders of:
o at least 80% of Pioneer's voting stock; and
o at least 66 2/3% of Pioneer's voting stock not beneficially owned
by the related person, to approve certain transactions between
the related person and Pioneer or its subsidiaries, including any
merger, consolidation or share exchange, any sale, lease,
exchange, pledge or other disposition of Pioneer's assets or its
subsidiaries having a fair market value of at least $10 million,
any transfer or issuance of Pioneer's securities or its
subsidiaries' securities, any adoption of a plan or proposal by
Pioneer of its voluntary liquidation or dissolution, certain
reclassifications of Pioneer's securities or recapitalizations or
certain other transactions, in each case involving the related
person.
This voting requirement will not apply to certain transactions, including:
o any transaction in which the consideration to be received by the
holders of each class or series of capital stock is:
o the same in form and amount as that paid in a tender offer
in which the related person acquired at least 50% of the
outstanding shares of such class or series and which was
consummated not more than one year earlier; or
o not less in amount than the highest per share price paid by
the related person for shares of such class or series; or
o any transaction approved by Pioneer's continuing directors.
This provision could have the effect of delaying or preventing change in
control in a transaction or series of transactions that did not satisfy the
"fair price" criteria.
The provisions of Pioneer's amended and restated certificate of
incorporation relating to the limitation of actions taken by written consent,
and the "fair price" provision may be amended only by the affirmative vote of
the holders of at least 80% of the aggregate voting power of Pioneer's
outstanding capital stock entitled to vote for the election of directors.
The foregoing provisions of Pioneer's amended and restated certificate of
incorporation and Pioneer's amended and restated bylaws, together with the
rights agreement and the provisions of Section 203 of the Delaware General
Corporation Law, could have the effect of delaying, deferring or preventing a
change in control or the removal of existing management, of deterring potential
acquirors from making an offer to Pioneer's stockholders and of limiting any
opportunity to realize premiums over prevailing market prices for Pioneer's
common stock in connection therewith. This could be the case notwithstanding
that a majority of Pioneer's stockholders might benefit from such a change in
control or offer.
TRANSFER AGENT AND REGISTRAR
Continental Stock Transfer & Trust Company serves as the registrar and
transfer agent for the common stock.
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STOCK EXCHANGE LISTING
Pioneer's common stock is listed on the New York Stock Exchange and the
Toronto Stock Exchange. The trading symbol for Pioneer's common stock on these
exchanges is "PXD."
PIONEER CANADA EXCHANGEABLE SHARES
In connection with the acquisition of Chauvco Resources Ltd., Pioneer (1)
issued the voting share to a share trustee for the benefit of the holders, other
than Pioneer and its subsidiaries, of the exchangeable shares issued by Pioneer
Canada, (2) entered into a support agreement and a voting and exchange trust
agreement and (3) assumed specified obligations with respect to the exchangeable
shares. The rights, privileges, restrictions and conditions attaching to the
exchangeable shares may be changed only with the approval of the holders of the
exchangeable shares. The exchangeable shares have the rights and preferences
described below.
DIVIDENDS.
Holders of exchangeable shares are entitled to receive dividends equal to
dividends paid from time to time by Pioneer on shares of its common stock. The
declaration date, record date and payment date for dividends on the exchangeable
shares will be the same as that for the corresponding dividends on Pioneer's
common stock.
VOTING RIGHTS.
The holders of the exchangeable shares are entitled to instruct the share
trustee to vote with respect to any matter, proposition or question on which
Pioneer's common stockholders are entitled to vote.
REDEMPTION.
Optional Redemption -- Subject to Pioneer's exercise of its optional call
right, as described below under the heading "Call Rights--Optional Call Right
Instead of Optional Redemption," each holder of exchangeable shares, at the
holder's option, may redeem each of the holder's exchangeable shares for one
share of Pioneer's common stock plus any unpaid dividends on such exchangeable
shares. Pioneer Canada, or, if it is unable to do so, Pioneer must pay the
redemption price on the date specified by the holder, which date must be not
less than three nor more than 10 business days after the redemption request.
Automatic Redemption -- Upon at least 120 days' prior written notice by
Pioneer Canada to the holders of exchangeable shares and subject to Pioneer's
exercise of its optional call right, as described below under the heading "Call
Rights--Optional Call Right Instead of Automatic Redemption," on the automatic
redemption date, as defined below, Pioneer Canada will redeem each outstanding
exchangeable share for one share of Pioneer's common stock plus any unpaid
dividends on such exchangeable shares. Automatic redemption date means December
18, 2003, unless (a) that date is extended by Pioneer Canada's board of
directors to a date not later than December 31, 2005, or (b) such date shall be
accelerated to an earlier date, but no earlier than the third anniversary of the
first issuance of exchangeable shares, by Pioneer Canada's board of directors if
at the time of acceleration less than 5% of the number of exchangeable shares
initially issued and outstanding in the acquisition of Chauvco Resources Ltd.
are issued and outstanding.
EXCHANGE RIGHTS.
Optional Exchange Right -- Upon a proposed liquidation, dissolution or
winding-up of Pioneer Canada and subject to Pioneer's exercise of its optional
call right, as described below under the heading "Call Rights--Liquidation Call
Right Instead of Optional Exchange Right," the share trustee, if instructed by a
holder of exchangeable shares, has the right to require Pioneer Canada, or if it
is unable to do so, Pioneer, to purchase each of such holder's exchangeable
shares in exchange for one share of Pioneer's common stock plus any unpaid
dividends on such exchangeable shares.
Automatic Exchange Right -- Upon the liquidation, dissolution or winding-up
of Pioneer, the share trustee, on behalf of the holders of the exchangeable
shares, has the right to automatically exchange each exchangeable share for one
share of Pioneer's common stock plus any unpaid dividends on such exchangeable
shares.
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CALL RIGHTS.
Liquidation Call Right Instead of Optional Exchange Right -- In the event
of a proposed liquidation, dissolution or winding-up of Pioneer Canada, Pioneer
has the right to purchase all of the outstanding exchangeable shares from the
holders of the exchangeable shares on the effective date of any such
liquidation, dissolution or winding-up in exchange for shares of Pioneer's
common stock.
Optional Call Right Instead of Automatic Redemption -- Notwithstanding any
proposed automatic redemption of the exchangeable shares by Pioneer Canada, as
described above under the heading "Redemption--Automatic Redemption," Pioneer
has the overriding optional call right to purchase all of the outstanding
exchangeable shares from the holders of the exchangeable shares on the automatic
redemption date in exchange for shares of Pioneer's common stock plus any unpaid
dividends on the exchangeable shares.
Optional Call Right Instead of Optional Redemption -- A proposed optional
redemption by Pioneer Canada in response to a holder's request to redeem such
holder's exchangeable shares will be deemed to be an offer of such exchangeable
shares to Pioneer. Pioneer has the overriding optional call right to purchase
the exchangeable shares tendered by such holder on the requested redemption date
in exchange for shares of Pioneer's common stock plus any unpaid dividends on
the exchangeable shares.
If the holder revokes his redemption request, Pioneer will not purchase
such holder's exchangeable shares nor will Pioneer Canada redeem such shares. If
the holder does not revoke his redemption request, on the redemption date
Pioneer will acquire or Pioneer Canada will redeem, as the case may be, such
exchangeable shares, in either case for one share of Pioneer's common stock for
each exchangeable share plus any unpaid dividends on such exchangeable shares.
Effect of Call Right Exercise -- If Pioneer exercises one or more of its
call rights, it will directly issue shares of its common stock to holders of
exchangeable shares and will become the holder of such exchangeable shares.
Pioneer will not be entitled to exercise any voting rights attached to the
exchangeable shares it so acquires. If Pioneer declines to exercise its call
rights when applicable, it will be required, pursuant to the support agreement
described below, to issue shares of its common stock to Pioneer Canada which
will, in turn, transfer such stock to the holders of exchangeable shares in
consideration for the return and cancellation of such exchangeable shares.
DELIVERY OF PIONEER'S COMMON STOCK.
Pioneer has agreed to ensure that all shares of its common stock to be
delivered by it under the support agreement or on the exercise of the exchange
rights under the voting and exchange trust agreement are duly registered,
qualified or approved under applicable Canadian and United States securities
laws, if required, so that such shares may be freely traded by the holder of
such shares, other than any restriction on transfer by reason of a holder being
a "control person" of Pioneer for purposes of Canadian law or an "affiliate" of
Pioneer for purposes of United States law. In addition, Pioneer will take all
actions necessary to cause all such shares of its common stock to be listed or
quoted for trading on all stock exchanges or quotation systems on which
outstanding shares of its common stock are then listed or quoted for trading.
OTHER AGREEMENTS BY PIONEER RELATED TO EXCHANGEABLE SHARES.
Under the support agreement, Pioneer has agreed that:
o Pioneer will not declare or pay dividends on its common stock
unless Pioneer Canada is able to and simultaneously pays an
equivalent dividend on the exchangeable shares;
o Pioneer will ensure that Pioneer Canada is able to provide to the
holders of the exchangeable shares the equivalent number of
shares of Pioneer's common stock in the event of a liquidation,
dissolution or winding-up of Pioneer Canada, an optional
redemption request by a holder of exchangeable shares, or the
automatic redemption of the exchangeable shares by Pioneer
Canada;
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o Pioneer will not vote or otherwise take any action or omit to
take any action causing the liquidation, dissolution or
winding-up of Pioneer Canada;
o without the prior approval of Pioneer Canada and the holders of
the exchangeable shares, Pioneer will not (1) distribute
additional shares of its common stock or rights to subscribe for
such shares or other property or assets to all or substantially
all holders of shares of its common stock, or (2) change its
common stock nor effect any tender offer, share exchange offer,
issuer bid, take-over bid or similar transaction affecting its
common stock, unless, in either case, Pioneer Canada makes
simultaneously the same or an equivalent distribution on or
change to the exchangeable shares, or in the rights of the
holders of such shares;
o so long as there remain outstanding any exchangeable shares not
owned by Pioneer or any entity controlled by Pioneer, Pioneer
will remain the beneficial owner, directly or indirectly, of all
outstanding shares of Pioneer Canada other than the exchangeable
shares;
o with certain limited exceptions, the support agreement may not be
amended without the approval of the holders of the exchangeable
shares; and
o Pioneer will not exercise any voting rights attached to the
exchangeable shares owned by it or any entity controlled by it on
any matter considered at meetings of holders of exchangeable
shares, including any approval sought from such holders in
respect of matters arising under the support agreement.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
Pioneer may offer fractional shares of preferred stock, rather than full
shares of preferred stock. If Pioneer does so, Pioneer may issue receipts for
depositary shares that each represent a fraction of a share of a particular
series of preferred stock. The prospectus supplement will indicate that
fraction. The shares of preferred stock represented by depositary shares will be
deposited under a depositary agreement between Pioneer and a bank depositary.
The phrase "bank depositary" means a bank or trust company that meets certain
requirements and is selected by Pioneer. Each owner of a depositary share will
be entitled to all the rights and preferences of the preferred stock represented
by the depositary share. The depositary shares will be evidenced by depositary
receipts issued pursuant to the depositary agreement. Depositary receipts will
be distributed to those persons purchasing the fractional shares of preferred
stock in accordance with the terms of the offering.
Pioneer has summarized some common provisions of a depositary agreement and
the related depositary receipts. The forms of the depositary agreement and the
depositary receipts relating to any particular issue of depositary shares will
be filed with the SEC each time Pioneer issues depositary shares, and you should
read those documents for provisions that may be important to you.
DIVIDENDS AND OTHER DISTRIBUTIONS
If Pioneer pays a cash distribution or dividend on a series of preferred
stock represented by depositary shares, the bank depositary will distribute such
dividends to the record holders of such depositary shares. If the distributions
are in property other than cash, the bank depositary will distribute the
property to the record holders of the depositary shares. However, if the bank
depositary determines that it is not feasible to make the distribution of
property, the bank depositary may, with Pioneer's approval, sell such property
and distribute the net proceeds from such sale to the record holders of the
depositary shares.
REDEMPTION OF DEPOSITARY SHARES
If Pioneer redeems a series of preferred stock represented by depositary
shares, the bank depositary will redeem the depositary shares from the proceeds
received by the bank depositary in connection with the redemption. The
redemption price per depositary share will equal the applicable fraction of the
redemption price per share of the
25
preferred stock. If fewer than all the depositary shares are redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata as the bank
depositary may determine.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the bank depositary
will mail the notice to the record holders of the depositary shares relating to
such preferred stock. Each record holder of these depositary shares on the
record date (which will be the same date as the record date for the preferred
stock) may instruct the bank depositary as to how to vote the preferred stock
represented by such holder's depositary shares. The bank depositary will
endeavor, insofar as practicable, to vote the amount of the preferred stock
represented by such depositary shares in accordance with such instructions, and
Pioneer will take all action which the bank depositary deems necessary in order
to enable the bank depositary to do so. The bank depositary will abstain from
voting shares of the preferred stock to the extent it does not receive specific
instructions from the holders of depositary shares representing such preferred
stock.
AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the depositary agreement may be amended by agreement between the
bank depositary and Pioneer. However, any amendment that materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. The depositary agreement may
be terminated by the bank depositary or Pioneer only if (1) all outstanding
depositary shares have been redeemed or (2) there has been a final distribution
in respect of the preferred stock in connection with any liquidation,
dissolution or winding up of Pioneer and such distribution has been distributed
to the holders of depositary shares.
CHARGES OF BANK DEPOSITARY
Pioneer will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Pioneer will
pay charges of the bank depositary in connection with the initial deposit of the
preferred stock and any redemption of the preferred stock. Holders of depositary
shares will pay other transfer and other taxes and governmental charges and any
other charges, including a fee for the withdrawal of shares of preferred stock
upon surrender of depositary receipts, as are expressly provided in the
depositary agreement to be payable by such holders.
WITHDRAWAL OF PREFERRED STOCK
Except as may be provided otherwise in the applicable prospectus
supplement, upon surrender of depositary receipts at the principal office of the
bank depositary, subject to the terms of the depositary agreement, the owner of
the depositary shares may demand delivery of the number of whole shares of
preferred stock and all money and other property, if any, represented by those
depositary shares. Partial shares of preferred stock will not be issued. If the
depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of
whole shares of preferred stock to be withdrawn, the bank depositary will
deliver to such holder at the same time a new depositary receipt evidencing the
excess number of depositary shares. Holders of preferred stock thus withdrawn
may not thereafter deposit those shares under the depositary agreement or
receive depositary receipts evidencing depositary shares therefor.
MISCELLANEOUS
The bank depositary will forward to holders of depositary shares all
reports and communications from Pioneer that are delivered to the bank
depositary and that Pioneer is required to furnish to the holders of the
preferred stock.
Neither the bank depositary nor Pioneer will be liable if Pioneer is
prevented or delayed by law or any circumstance beyond its control in performing
its obligations under the depositary agreement. The obligations of the bank
depositary and Pioneer under the depositary agreement will be limited to
performance in good faith of their respective duties under the depositary
agreement, and Pioneer will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares or preferred stock unless
satisfactory indemnity is furnished. Pioneer
26
may rely upon written advice of counsel or accountants, or upon information
provided by persons presenting preferred stock for deposit, holders of
depositary shares or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF BANK DEPOSITARY
The bank depositary may resign at any time by delivering to Pioneer notice
of its election to do so, and Pioneer may at any time remove the bank
depositary. Any such resignation or removal will take effect upon the
appointment of a successor bank depositary and its acceptance of such
appointment. The successor bank depositary must be appointed within 60 days
after delivery of the notice of resignation or removal and must be a bank or
trust company meeting the requirements of the depositary agreement.
DESCRIPTION OF WARRANTS
GENERAL DESCRIPTION OF WARRANTS
Pioneer may issue warrants for the purchase of debt securities, preferred
stock or common stock. Warrants may be issued independently or together with
other securities and may be attached to or separate from any offered securities.
Each series of warrants will be issued under a separate warrant agreement to be
entered into between Pioneer and a bank or trust company, as warrant agent. The
warrant agent will act solely as Pioneer's agent in connection with the warrants
and will not have any obligation or relationship of agency or trust for or with
any holders or beneficial owners of warrants. A copy of the warrant agreement
will be filed with the SEC in connection with the offering of warrants.
DEBT WARRANTS
The prospectus supplement relating to a particular issue of warrants to
purchase debt securities will describe the terms of those warrants, including
the following:
o the title of the warrants;
o the offering price for the warrants, if any;
o the aggregate number of the warrants;
o the designation and terms of the debt securities that may be
purchased upon exercise of the warrants;
o if applicable, the designation and terms of the debt securities
that the warrants are issued with and the number of warrants
issued with each debt security;
o if applicable, the date from and after which the warrants and any
debt securities issued with them will be separately transferable;
o the principal amount of debt securities that may be purchased
upon exercise of a warrant and the price at which the debt
securities may be purchased upon exercise;
o the dates on which the right to exercise the warrants will
commence and expire;
o if applicable, the minimum or maximum amount of the warrants that
may be exercised at any one time;
o whether the warrants represented by the warrant certificates or
the debt securities that may be issued upon exercise of the
warrants will be issued in registered or bearer form;
o information relating to book-entry procedures, if any;
27
o the currency or currency units in which the offering price, if
any, and the exercise price are payable;
o if applicable, a discussion of material United States federal
income tax considerations;
o anti-dilution provisions of the warrants, if any;
o redemption or call provisions, if any, applicable to the
warrants;
o any additional terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants; and
o any other information Pioneer thinks is important about the
warrants.
STOCK WARRANTS
The prospectus supplement relating to a particular issue of warrants to
purchase common stock or preferred stock will describe the terms of the common
stock warrants and preferred stock warrants, including the following:
o the title of the warrants;
o the offering price for the warrants, if any;
o the aggregate number of the warrants;
o the designation and terms of the common stock or preferred stock
that maybe purchased upon exercise of the warrants;
o if applicable, the designation and terms of the securities that
the warrants are issued with and the number of warrants issued
with each security;
o if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately
transferable;
o the number of shares of common stock or preferred stock that may
be purchased upon exercise of a warrant and the price at which
the shares may be purchased upon exercise;
o the dates on which the right to exercise the warrants commence
and expire;
o if applicable, the minimum or maximum amount of the warrants that
may be exercised at any one time;
o the currency or currency units in which the offering price, if
any, and the exercise price are payable;
o if applicable, a discussion of material United States federal
income tax considerations;
o anti-dilution provisions of the warrants, if any;
o redemption or call provisions, if any, applicable to the
warrants;
o any additional terms of the warrants, including terms, procedures
and limitations relating to the exchange and exercise of the
warrants; and
o any other information Pioneer thinks is important about the
warrants.
28
EXERCISE OF WARRANTS
Each warrant will entitle the holder of the warrant to purchase at the
exercise price set forth in the applicable prospectus supplement the principal
amount of debt securities or shares of preferred stock or common stock being
offered. Holders may exercise warrants at any time up to the close of business
on the expiration date set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants are void.
Holders may exercise warrants as set forth in the prospectus supplement relating
to the warrants being offered.
Until you exercise your warrants to purchase Pioneer's debt securities,
preferred stock, or common stock, you will not have any rights as a holder of
Pioneer's debt securities, preferred stock, or common stock, as the case may be,
by virtue of your ownership of warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND
STOCK PURCHASE UNITS
Pioneer may issue stock purchase contracts, including contracts obligating
holders to purchase from Pioneer, and obligating Pioneer to sell to the holders,
a specified number of shares of common stock or other securities at a future
date or dates, which Pioneer refers to in this prospectus as "stock purchase
contracts." The price per share of the securities and the number of shares of
the securities may be fixed at the time the stock purchase contracts are issued
or may be determined by reference to a specific formula set forth in the stock
purchase contracts. The stock purchase contracts may be issued separately or as
part of units consisting of a stock purchase contract and debt securities,
preferred securities, warrants or other securities or debt obligations of third
parties, including U.S. treasury securities, securing the holders' obligations
to purchase the securities under the stock purchase contracts, which Pioneer
refers to in this prospectus as "stock purchase units." The stock purchase
contracts may require holders to secure their obligations under the stock
purchase contracts in a specified manner. The stock purchase contracts also may
require Pioneer to make periodic payments to the holders of the stock purchase
units or vice versa, and those payments may be unsecured or refunded on some
basis.
The stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units,
will be filed with the SEC in connection with the offering of stock purchase
contracts or stock purchase units. The prospectus supplement relating to a
particular issue of stock purchase contracts or stock purchase units will
describe the terms of those stock purchase contracts or stock purchase units,
including the following:
o if applicable, a discussion of material United States federal
income tax considerations; and
o any other information Pioneer thinks is important about the stock
purchase contracts or the stock purchase units.
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES
Pioneer USA may issue guarantees of debt securities offered by Pioneer in
any prospectus supplement. A copy of the guarantee will be filed with the SEC in
connection with the offering of guarantees. Each guarantee will be issued under
an indenture. The prospectus supplement relating to a particular issue of
guarantees will describe the terms of those guarantees, including the following:
o the series of debt securities to which the guarantees apply;
o whether the guarantees are secured or unsecured;
o whether the guarantees are conditional or unconditional;
o whether the guarantees are senior or subordinate to other
guarantees or debt;
o the terms under which the guarantees may be amended, modified,
waived, released or otherwise terminated, if different from the
provisions applicable to the guaranteed debt securities;
29
o any additional terms of the guarantees; and
o any other information Pioneer USA thinks is important about the
guarantees.
PLAN OF DISTRIBUTION
Pioneer or Pioneer USA may sell the offered securities in and outside the
United States (1) through underwriters or dealers, (2) directly to purchasers,
including Pioneer's affiliates and stockholders, in a rights offering, (3)
through agents or (4) through a combination of any of these methods. The
prospectus supplement will include the following information:
o the terms of the offering;
o the names of any underwriters or agents;
o the name or names of any managing underwriter or underwriters;
o the purchase price or initial public offering price of the
securities;
o the net proceeds to Pioneer or Pioneer USA from the sale of the
securities;
o any delayed delivery arrangements;
o any underwriting discounts, commissions and other items
constituting underwriters' compensation;
o any discounts or concessions allowed or reallowed or paid to
dealers; and
o any commissions paid to agents.
SALE THROUGH UNDERWRITERS OR DEALERS
If underwriters are used in the sale, the underwriters will acquire the
securities for their own account for resale to the public, either on a firm
commitment basis or a best efforts basis. The underwriters may resell the
securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless Pioneer or
Pioneer USA informs you otherwise in the prospectus supplement, the obligations
of the underwriters to purchase the securities will be subject to certain
conditions. The underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers.
Pioneer may also make direct sales through subscription rights distributed
to its existing stockholders on a pro rata basis, which may or may not be
transferable. In any distribution of subscription rights to Pioneer's
stockholders, if all of the underlying securities are not subscribed for,
Pioneer may then sell the unsubscribed securities directly to third parties or
may engage the services of one or more underwriters, dealers or agents,
including standby underwriters, to sell the unsubscribed securities to third
parties.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
30
Some or all of the securities that Pioneer or Pioneer USA offers though
this prospectus may be new issues of securities with no established trading
market. Any underwriters to whom Pioneer or Pioneer USA sells its securities for
public offering and sale may make a market in those securities, but they will
not be obligated to do so and they may discontinue any market making at any time
without notice. Accordingly, each of Pioneer and Pioneer USA cannot assure you
of the liquidity of, or continued trading markets for, any securities that it
offers.
If dealers are used in the sale of securities, Pioneer or Pioneer USA will
sell the securities to them as principals. The dealers may then resell those
securities to the public at varying prices determined by the dealers at the time
of resale. Pioneer or Pioneer USA will include in the prospectus supplement the
names of the dealers and the terms of the transaction.
DIRECT SALES AND SALES THROUGH AGENTS
Pioneer or Pioneer USA may sell the securities directly. In this case, no
underwriters or agents would be involved. Pioneer or Pioneer USA may also sell
the securities through agents designated from time to time. In the prospectus
supplement, Pioneer or Pioneer USA will name any agent involved in the offer or
sale of the offered securities, and Pioneer or Pioneer USA will describe any
commissions payable to the agent. Unless Pioneer or Pioneer USA informs you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
Pioneer or Pioneer USA may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act of 1933 with respect to any sale of those securities. Pioneer
or Pioneer USA will describe the terms of any such sales in the prospectus
supplement.
REMARKETING ARRANGEMENTS
Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for Pioneer or Pioneer USA. Any remarketing firm will
be identified and the terms of its agreements, if any, with Pioneer or Pioneer
USA and its compensation will be described in the applicable prospectus
supplement. Remarketing firms may be deemed to be underwriters, as that term is
defined in the Securities Act of 1933, in connection with the securities
remarketed.
DELAYED DELIVERY CONTRACTS
If Pioneer or Pioneer USA so indicates in the prospectus supplement,
Pioneer or Pioneer USA may authorize agents, underwriters or dealers to solicit
offers from certain types of institutions to purchase securities from Pioneer or
Pioneer USA at the public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified date in the
future. The contracts would be subject only to those conditions described in the
prospectus supplement. The prospectus supplement will describe the commission
payable for solicitation of those contracts.
GENERAL INFORMATION
Pioneer or Pioneer USA may have agreements with the agents, dealers,
underwriters and remarketing firms to indemnify them against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute with respect to payments that the agents, dealers, underwriters or
remarketing firms may be required to make. Agents, dealers, underwriters and
remarketing firms may be customers of, engage in transactions with or perform
services for Pioneer or Pioneer USA in the ordinary course of their businesses.
LEGAL MATTERS
Except as set forth in the applicable prospectus supplement, Vinson &
Elkins L.L.P., Dallas, Texas, will pass upon the validity of Pioneer's debt
securities, common stock, preferred stock, depositary shares, warrants, stock
purchase contracts and stock purchase units and Pioneer USA's guarantees of debt
securities.
31
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-K as of December
31, 2001 and 2000, and for each of the years in the three-year period ended
December 31, 2001, as set forth in their report, which is incorporated by
reference in this prospectus and the registration statement. Our financial
statements are incorporated by reference in this prospectus and the registration
statement in reliance upon Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
32
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses of the issuance and distribution
of the securities being registered, all of which are payable by Pioneer.
Registration fee.......................................... $ 92,000
Accountant's fees and expenses............................ 150,000
Trustee's fees and expenses............................... 25,000
Printing expenses......................................... 100,000
Legal fees and expenses................................... 200,000
Miscellaneous............................................. 33,000
------------
Total................................................. $ 600,000
============
All of the above items, except for the registration fee, are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law
Section 145(a) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding if he acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
Section 145(b) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of the action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which the person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses which the Delaware Court of
Chancery or such other court shall deem proper.
Section 145(c) of the Delaware General Corporation Law provides that to the
extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 145(a) and (b), or in defense of any claim,
issue or matter therein, the person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection therewith.
Section 145(d) of the Delaware General Corporation Law provides that any
indemnification under Section 145(a) and (b) (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in
II-1
the circumstances because the person has met the applicable standard of conduct
set forth in Section 145(a) and (b). The determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
Section 145(e) of the Delaware General Corporation Law provides that
expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that the person is not entitled to be indemnified by the corporation
as authorized in Section 145. The expenses (including attorneys' fees) incurred
by former directors and officers or other employees and agents may be so paid
upon those terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the Delaware General Corporation Law provides that the
indemnification and advancement of expenses provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Section 145(g) of the Delaware General Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against the
person and incurred by the person in any such capacity, or arising out of the
person's status as such, whether or not the corporation would have the power to
indemnify the person against such liability under Section 145.
Amended and Restated Certificate of Incorporation
Article Twelfth of Pioneer's amended and restated certificate of
incorporation provides that each person who at any time is or was a director or
officer of Pioneer, or any person who, while a director or officer of Pioneer,
is or was serving at Pioneer's request as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
foreign or domestic corporation, limited liability company, association,
partnership, joint venture, sole proprietorship, trust, employee benefit plan or
other enterprise, shall be entitled to (a) indemnification and (b) the
advancement of expenses incurred by such person from Pioneer as, and to the
fullest extent, permitted by the Delaware General Corporation Law or any
successor statutory provision, as from time to time amended. Any repeal or
modification of Article Twelfth of Pioneer's amended and restated certificate of
incorporation shall be prospective only, and shall not adversely affect the
rights of any director or officer or the obligations of Pioneer with respect to
any claim arising from the services of such director or officer in the
capacities described above prior to any such repeal or amendment of Article
Twelfth.
Article Thirteenth of Pioneer's amended and restated certificate of
incorporation provides that Pioneer's directors shall not be personally liable
to Pioneer or any of its stockholders for monetary damages for breach of
fiduciary duty as a director involving any act or omission of any such director;
provided, however, that such Article Thirteenth does not eliminate or limit the
liability of a director (1) for any breach of such director's duty of loyalty to
Pioneer or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the Delaware General Corporation Law (which relates to certain
unlawful dividend payments or stock purchases or redemptions), as the same
exists or may hereafter be amended, supplemented or replaced, or (4) for a
transaction from which the director derived an improper personal benefit. If the
Delaware General Corporation Law is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of a director,
in addition to the limitation on personal liability described above, shall be
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended. Furthermore, any repeal or modification of Article Thirteenth of
Pioneer's amended and restated certificate of incorporation by its stockholders
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director existing at the time of such repeal or
modification.
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Indemnification Agreements
Pioneer has entered into indemnification agreements with its directors and
certain of its officers. Under the terms of the indemnification agreements,
Pioneer has generally agreed to indemnify an officer or director for liabilities
incurred to the fullest extent permitted by the Delaware General Corporation
Law. Pioneer must, within ten days of a request, indemnify an officer or
director for expenses incurred in the defense of a claim or other proceeding.
The obligation of Pioneer to provide the indemnification does not apply if,
before the date on which Pioneer must provide the indemnification, Pioneer's
board of directors, or a representative chosen by the board of directors,
concludes that indemnification would be improper under the Delaware General
Corporation Law.
The above discussion of Section 145 of the Delaware General Corporation
Law, Pioneer's amended and restated certificate of incorporation and the
indemnification agreements is not intended to be exhaustive and is respectively
qualified in its entirety by such statute and documents.
ITEM 16. EXHIBITS.
The following documents are exhibits to this registration statement.
EXHIBIT NO. DESCRIPTION
----------- -----------
1.1** Form of Underwriting Agreement.
4.1 Amended and Restated Certificate of Incorporation of Pioneer
(incorporated by reference to Exhibit 3.1 to Pioneer 's
registration statement on Form S-4, Registration No.
333-26951, filed with the SEC on June 26, 1997).
4.2 Certificate of Designations of Special Preferred Voting
Stock of Pioneer (incorporated by reference to Exhibit 3.3
of Pioneer's registration statement on Form S-3,
Registration No. 333-42315, filed with the SEC on December
15, 1997).
4.3 Certificate of Designations of Series A Junior Participating
Preferred Stock of Pioneer (incorporated by reference to
Exhibit A to Exhibit 4.1 to Pioneer's registration statement
on Form 8-A, File No. 001-13245, filed with the SEC on July
24, 2001).
4.4 Terms and Conditions of Exchangeable Shares of Pioneer
Natural Resources Canada Inc. (as successor to Pioneer
Natural Resources (Canada) Ltd.) (incorporated by reference
to Annex F to the Definitive Joint Management Information
Circular and Proxy Statement of Pioneer and Chauvco
Resources Ltd., File No. 001-13245, filed with the SEC on
November 14, 1997).
4.5 Amended and Restated Bylaws of Pioneer (incorporated by
reference to Exhibit 3.2 to Pioneer's registration statement
on Form S-4, Registration No. 333-26951, filed with the SEC
on June 26, 1997).
4.6 Rights Agreement dated as of July 20, 2001, between Pioneer
and Continental Stock Transfer & Trust Company, as rights
agent (incorporated by reference to Exhibit 4.1 to Pioneer's
registration statement on Form 8-A, File No. 001-13245,
filed with the SEC on July 24, 2001).
4.7 Indenture dated as of April 12, 1995, between Pioneer USA
(successor to Parker & Parsley Petroleum Company ("Parker &
Parsley")) and The Chase Manhattan Bank (National
Association), as trustee (incorporated by reference to
Exhibit 4.1 to Parker & Parsley's Current Report on Form
8-K, File No. 001-10695, filed with the SEC on April 12,
1995).
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EXHIBIT NO. DESCRIPTION
----------- -----------
4.8 First Supplemental Indenture dated as of August 7, 1997,
among Parker & Parsley, The Chase Manhattan Bank (National
Association), as trustee, and Pioneer USA, with respect to
the indenture identified above as Exhibit 4.7 (incorporated
by reference to Exhibit 10.5 to Pioneer's Quarterly Report
on Form 10-Q for the period ended September 30, 1997, File
No. 001-13245).
4.9 Second Supplemental Indenture dated as of December 30, 1997,
among Pioneer USA, Pioneer NewSub1, Inc. and The Chase
Manhattan Bank (National Association), as trustee, with
respect to the indenture identified above as Exhibit 4.7
(incorporated by reference to Exhibit 10.17 to Pioneer's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 2, 1998).
4.10 Third Supplemental Indenture dated as of December 30, 1997,
among Pioneer NewSub1, Inc. (as successor to Pioneer USA),
Pioneer DebtCo, Inc. and The Chase Manhattan Bank (National
Association), as trustee, with respect to the indenture
identified above as Exhibit 4.7 (incorporated by reference
to Exhibit 10.18 to Pioneer's Current Report on Form 8-K,
File No. 001-13245, filed with the SEC on January 2, 1998).
4.11 Fourth Supplemental Indenture dated as of December 30, 1997,
among Pioneer DebtCo, Inc. (as successor to Pioneer NewSub1,
Inc., as successor to Pioneer USA), Pioneer, Pioneer USA and
The Chase Manhattan Bank (National Association), as trustee,
with respect to the indenture identified above as Exhibit
4.7 (incorporated by reference to Exhibit 10.19 to Pioneer's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 2, 1998).
4.12 Guarantee dated as of December 30, 1997, by Pioneer USA
relating to $150,000,000 in aggregate principal amount of
8 7/8% Senior Notes due 2005 and $150,000,000 in aggregate
principal amount of 8 1/4% Senior Notes due 2007 issued
under the indenture identified above as Exhibit 4.7
(incorporated by reference to Exhibit 10.20 to Pioneer's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 2, 1998).
4.13 Form of 8 7/8% Senior Notes Due 2005 dated as of April 12,
1995, in the aggregate principal amount of $150,000,000,
together with Officers' Certificate dated April 12, 1995,
establishing the terms of the 8 7/8% Senior Notes Due 2005
pursuant to the indenture identified above as Exhibit 4.7
(incorporated by reference to Exhibit 4.2 to Parker &
Parsley's Quarterly Report on Form 10-Q for the period ended
June 30, 1995, File No. 001-10695).
4.14 Form of 8 1/4% Senior Notes due 2007 dated as of August 22,
1995, in the aggregate principal amount of $150,000,000,
together with Officers' Certificate dated August 22, 1995,
establishing the terms of the 8 1/4% Senior Notes due 2007
pursuant to the indenture identified above as Exhibit 4.7
(incorporated by reference to Exhibit 1.2 to Parker &
Parsley's Current Report on Form 8-K, File No. 001-10695,
filed with the SEC on August 17, 1995).
4.15 Indenture dated as of January 13, 1998, between Pioneer and
The Bank of New York, as trustee (incorporated by reference
to Exhibit 99.1 to Pioneer's and Pioneer USA's Current
Report on Form 8-K, File No. 001-13245, filed with the SEC
on January 14, 1998).
II-4
EXHIBIT NO. DESCRIPTION
----------- -----------
4.16 First Supplemental Indenture dated as of January 13, 1998,
among Pioneer, Pioneer USA, as the subsidiary guarantor, and
The Bank of New York, as trustee, with respect to the
indenture identified above as Exhibit 4.15 (incorporated by
reference to Exhibit 99.2 to Pioneer's and Pioneer USA's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 14, 1998).
4.17 Second Supplemental Indenture dated as of April 11, 2000,
among Pioneer, Pioneer USA, as the subsidiary guarantor, and
the Bank of New York, as trustee, with respect to the
indenture identified above as Exhibit 4.15 (incorporated by
reference to Exhibit 10.1 to Pioneer's Quarterly Report on
Form 10-Q for the period ended March 31, 2000, File No.
001-13245).
4.18 Third Supplemental Indenture dated as of April 30, 2002,
among Pioneer, Pioneer USA, as the subsidiary guarantor, and
the Bank of New York, as trustee, with respect to the
indenture identified above as Exhibit 4.15 (incorporated by
reference to Exhibit 10.4 to Pioneer's Quarterly Report on
Form 10-Q for the period ended March 31, 2002, File No.
001-13245).
4.19 Form of 6.50% Senior Notes Due 2008 of Pioneer (incorporated
by reference to Exhibit 99.3 to Pioneer's and Pioneer USA's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 14, 1998).
4.20 Form of 7.20% Senior Notes Due 2028 of Pioneer (incorporated
by reference to Exhibit 99.4 to Pioneer's and Pioneer USA's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 14, 1998).
4.21 Form of 9 5/8% Senior Notes Due 2010 of Pioneer
(incorporated by reference to Exhibit 10.2 to Pioneer's
Quarterly Report on Form 10-Q for the period ended March 31,
2000, File No. 001-13245).
4.22 Form of 7.50% Senior Notes Due 2012 of Pioneer (incorporated
by reference to Exhibit 99.3 to Pioneer's Current Report on
Form 8-K, File No. 001-13245, filed with the SEC on January
14, 1998).
4.23 Guarantee (2008 Notes) dated as of January 13, 1998, by
Pioneer USA, as the subsidiary guarantor (incorporated by
reference to Exhibit 99.5 to Pioneer's and Pioneer USA's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 14, 1998).
4.24 Guarantee (2028 Notes) dated as of January 13, 1998, by
Pioneer USA, as the subsidiary guarantor (incorporated by
reference to Exhibit 99.6 to Pioneer's and Pioneer USA's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 14, 1998).
4.25 Guarantee (2010 Notes) dated as of April 11, 2000, by
Pioneer USA, as the subsidiary guarantor (incorporated by
reference to Exhibit 10.3 to Pioneer's Quarterly Report on
Form 10-Q for the period ended March 31, 2000, File No.
001-13245).
4.26 Guarantee (2012 Notes) dated as of April 30, 2002, by
Pioneer USA, as the subsidiary guarantor (incorporated by
reference to Exhibit 10.6 to Pioneer's Quarterly Report on
Form 10-Q for the period ended March 31, 2002, File No.
001-13245).
II-5
EXHIBIT NO. DESCRIPTION
----------- -----------
4.27 $575,000,000 Credit Agreement dated as of May 31, 2000,
among Pioneer, as the borrower, Bank of America, N.A., as
the administrative agent, Credit Suisse First Boston, as the
documentation agent, The Chase Manhattan Bank, as the
syndication agent, and certain lenders (incorporated by
reference to Exhibit 10.4 to Pioneer's Quarterly Report on
Form 10-Q for the period ended June 30, 2000, File No.
001-13245).
4.28* Form of Senior Debt Indenture between Pioneer and one or
more commercial banks to be named, as trustee.
4.29** Form of Senior Debt Securities.
4.30* Form of Senior Subordinated Debt Indenture between Pioneer
and one or more commercial banks to be named, as trustee.
4.31** Form of Senior Subordinated Debt Securities.
4.32** Form of Depositary Agreement.
4.33** Form of Depositary Receipt.
4.34** Form of Warrant Agreement.
4.35** Form of Warrant Certificate.
4.36** Form of Stock Purchase Contract.
4.37** Form of Stock Purchase Unit.
4.38** Form of Guarantee of Debt Securities.
4.39 Form of Certificate of Special Preferred Voting Stock
(incorporated by reference to Exhibit 4.1 to Pioneer's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 2, 1998).
4.40 Form of Certificate of Exchangeable Shares (incorporated by
reference to Exhibit 4.2 to Pioneer's Current Report on Form
8-K, File No. 001-13245, filed with the SEC on January 2,
1998).
4.41 Form of Certificate of Common Stock, par value $.01 per
share, of Pioneer (incorporated by reference to Exhibit 4.1
to Pioneer's registration statement on Form S-4,
Registration No. 333-26951, filed with the SEC on June 26,
1997).
4.42 Voting and Exchange Trust Agreement dated as of December 18,
1997, among Pioneer, Pioneer Natural Resources Canada Inc.
(as successor to Pioneer Natural Resources (Canada) Ltd.)
and Montreal Trust Company of Canada, as trustee
(incorporated by reference to Exhibit 2.4 to Pioneer's
Current Report on Form 8-K, File No. 001-13245, filed with
the SEC on January 2, 1998).
5.1* Form of opinion of Vinson & Elkins L.L.P. as to the legality
of the securities to be registered.
II-6
EXHIBIT NO. DESCRIPTION
----------- -----------
12.1* Computation of Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preferred Stock Dividends.
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 (included on Pioneer's
signature page to this registration statement).
24.2* Powers of Attorney for Pioneer USA (included on Pioneer
USA's signature page to this registration statement).
25.1*** Form T-1 Statement of Eligibility under Trust Indenture Act
of 1939 of The Bank of New York, as trustee under the
indenture identified above as Exhibit 4.15.
25.2*** Form T-1 Statement of Eligibility under Trust Indenture Act
of 1939 of trustee under Senior Debt Indenture.
25.3*** Form T-1 Statement of Eligibility under Trust Indenture Act
of 1939 of trustee under Senior Subordinated Debt Indenture.
----------
* Filed herewith.
** To be filed either by amendment or as an exhibit under the Securities
Exchange Act of 1934 and incorporated by reference in this registration
statement.
*** To be filed in accordance with the requirements of Section 305(b)(2) of the
Trust Indenture Act and Rule 5b-3 thereunder.
ITEM 17. UNDERTAKINGS.
Each of the undersigned registrants hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; provided,
that notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
II-7
(3) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (1)
and (2) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
Each of the undersigned registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Pioneer's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Each of the undersigned registrants hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in
accordance with the rules and regulations prescribed by the SEC under Section
305(b)(2) of the Trust Indenture Act of 1939.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, each of the
registrants has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by either of the registrants of
expenses incurred or paid by a director, officer or controlling person of such
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, each of the registrants will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
II-8
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 May 16, 2002.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Scott D. Sheffield
-------------------------------------------
Scott D. Sheffield
Chairman of the Board, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Scott D. Sheffield, Timothy L.
Dove and Mark L. Withrow, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including pre- or
post-effective amendments) to this registration statement and any registration
statement for the same offering filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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
--------- ----- ----
Chairman of the Board of Directors,
President and Chief Executive
/s/ Scott D. Sheffield Officer (principal executive officer) May 16, 2002
-----------------------------
Scott D. Sheffield
Executive Vice President and Chief
Financial Officer (principal
/s/ Timothy L. Dove financial officer) May 16, 2002
-----------------------------
Timothy L. Dove
Vice President and Chief Accounting
Officer (principal accounting
/s/ Richard P. Dealy officer) May 16, 2002
-----------------------------
Richard P. Dealy
/s/ James R. Baroffio Director May 16, 2002
-----------------------------
James R. Baroffio
/s/ Edison C. Buchanan Director May 14, 2002
-----------------------------
Edison C. Buchanan
II-9
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. Hartwell Gardner Director May 16, 2002
-----------------------------
R. Hartwell Gardner
/s/ James L. Houghton Director May 16, 2002
-----------------------------
James L. Houghton
/s/ Jerry P. Jones Director May 16, 2002
-----------------------------
Jerry P. Jones
/s/ Linda K. Lawson Director May 16, 2002
-----------------------------
Linda K. Lawson
/s/ Charles E. Ramsey, Jr. Director May 16, 2002
-----------------------------
Charles E. Ramsey, Jr.
/s/ Robert A. Solberg Director May 16, 2002
-----------------------------
Robert A. Solberg
II-10
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 May 16, 2002.
PIONEER NATURAL RESOURCES USA, INC.
By: /s/ Scott D. Sheffield
--------------------------------------------
Scott D. Sheffield
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Scott D. Sheffield, Timothy L.
Dove and Mark L. Withrow, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including pre- or
post-effective amendments) to this registration statement and any registration
statement for the same offering filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 May 16, 2002
/s/ Scott D. Sheffield officer)
-----------------------------
Scott D. Sheffield
Director, Executive Vice President
and Chief Financial Officer
/s/ Timothy L. Dove (principal financial officer) May 16, 2002
-----------------------------
Timothy L. Dove
Vice President and Chief
Accounting Officer (principal
/s/ Richard P. Dealy accounting officer) May 16, 2002
-----------------------------
Richard P. Dealy
/s/ Dennis E. Fagerstone Director May 16, 2002
-----------------------------
Dennis E. Fagerstone
/s/ Mark L. Withrow Director May 16, 2002
-----------------------------
Mark L. Withrow
/s/ Danny L. Kellum Director May 16, 2002
-----------------------------
Danny L. Kellum
II-11
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1** Form of Underwriting Agreement.
4.1 Amended and Restated Certificate of Incorporation of Pioneer
(incorporated by reference to Exhibit 3.1 to Pioneer 's
registration statement on Form S-4, Registration No. 333-26951,
filed with the SEC on June 26, 1997).
4.2 Certificate of Designations of Special Preferred Voting Stock of
Pioneer (incorporated by reference to Exhibit 3.3 of Pioneer's
registration statement on Form S-3, Registration No. 333-42315,
filed with the SEC on December 15, 1997).
4.3 Certificate of Designations of Series A Junior Participating
Preferred Stock of Pioneer (incorporated by reference to Exhibit A
to Exhibit 4.1 to Pioneer's registration statement on Form 8-A,
File No. 001-13245, filed with the SEC on July 24, 2001).
4.4 Terms and Conditions of Exchangeable Shares of Pioneer Natural
Resources Canada Inc. (as successor to Pioneer Natural Resources
(Canada) Ltd.) (incorporated by reference to Annex F to the
Definitive Joint Management Information Circular and Proxy
Statement of Pioneer and Chauvco Resources Ltd., File No.
001-13245, filed with the SEC on November 14, 1997).
4.5 Amended and Restated Bylaws of Pioneer (incorporated by reference
to Exhibit 3.2 to Pioneer's registration statement on Form S-4,
Registration No. 333-26951, filed with the SEC on June 26, 1997).
4.6 Rights Agreement dated as of July 20, 2001, between Pioneer and
Continental Stock Transfer & Trust Company, as rights agent
(incorporated by reference to Exhibit 4.1 to Pioneer's registration
statement on Form 8-A, File No. 001-13245, filed with the SEC on
July 24, 2001).
4.7 Indenture dated as of April 12, 1995, between Pioneer USA
(successor to Parker & Parsley Petroleum Company ("Parker &
Parsley")) and The Chase Manhattan Bank (National Association), as
trustee (incorporated by reference to Exhibit 4.1 to Parker &
Parsley's Current Report on Form 8-K, File No. 001-10695, filed
with the SEC on April 12, 1995).
4.8 First Supplemental Indenture dated as of August 7, 1997, among
Parker & Parsley, The Chase Manhattan Bank (National Association),
as trustee, and Pioneer USA, with respect to the indenture
identified above as Exhibit 4.7 (incorporated by reference to
Exhibit 10.5 to Pioneer's Quarterly Report on Form 10-Q for the
period ended September 30, 1997, File No. 001-13245).
4.9 Second Supplemental Indenture dated as of December 30, 1997, among
Pioneer USA, Pioneer NewSub1, Inc. and The Chase Manhattan Bank
(National Association), as trustee, with respect to the indenture
identified above as Exhibit 4.7 (incorporated by reference to
Exhibit 10.17 to Pioneer's Current Report on Form 8-K, File No.
001-13245, filed with the SEC on January 2, 1998).
EXHIBIT
NO. DESCRIPTION
------- -----------
4.10 Third Supplemental Indenture dated as of December 30, 1997, among
Pioneer NewSub1, Inc. (as successor to Pioneer USA), Pioneer
DebtCo, Inc. and The Chase Manhattan Bank (National Association),
as trustee, with respect to the indenture identified above as
Exhibit 4.7 (incorporated by reference to Exhibit 10.18 to
Pioneer's Current Report on Form 8-K, File No. 001-13245, filed
with the SEC on January 2, 1998).
4.11 Fourth Supplemental Indenture dated as of December 30, 1997, among
Pioneer DebtCo, Inc. (as successor to Pioneer NewSub1, Inc., as
successor to Pioneer USA), Pioneer, Pioneer USA and The Chase
Manhattan Bank (National Association), as trustee, with respect to
the indenture identified above as Exhibit 4.7 (incorporated by
reference to Exhibit 10.19 to Pioneer's Current Report on Form 8-K,
File No. 001-13245, filed with the SEC on January 2, 1998).
4.12 Guarantee dated as of December 30, 1997, by Pioneer USA relating to
$150,000,000 in aggregate principal amount of 8 7/8% Senior Notes
due 2005 and $150,000,000 in aggregate principal amount of 8 1/4%
Senior Notes due 2007 issued under the indenture identified above
as Exhibit 4.7 (incorporated by reference to Exhibit 10.20 to
Pioneer's Current Report on Form 8-K, File No. 001-13245, filed
with the SEC on January 2, 1998).
4.13 Form of 8 7/8% Senior Notes Due 2005 dated as of April 12, 1995, in
the aggregate principal amount of $150,000,000, together with
Officers' Certificate dated April 12, 1995, establishing the terms
of the 8 7/8% Senior Notes Due 2005 pursuant to the indenture
identified above as Exhibit 4.7 (incorporated by reference to
Exhibit 4.2 to Parker & Parsley's Quarterly Report on Form 10-Q for
the period ended June 30, 1995, File No. 001-10695).
4.14 Form of 8 1/4% Senior Notes due 2007 dated as of August 22, 1995,
in the aggregate principal amount of $150,000,000, together with
Officers' Certificate dated August 22, 1995, establishing the terms
of the 8 1/4% Senior Notes due 2007 pursuant to the indenture
identified above as Exhibit 4.7 (incorporated by reference to
Exhibit 1.2 to Parker & Parsley's Current Report on Form 8-K, File
No. 001-10695, filed with the SEC on August 17, 1995).
4.15 Indenture dated as of January 13, 1998, between Pioneer and The
Bank of New York, as trustee (incorporated by reference to Exhibit
99.1 to Pioneer's and Pioneer USA's Current Report on Form 8-K,
File No. 001-13245, filed with the SEC on January 14, 1998).
4.16 First Supplemental Indenture dated as of January 13, 1998, among
Pioneer, Pioneer USA, as the subsidiary guarantor, and The Bank of
New York, as trustee, with respect to the indenture identified
above as Exhibit 4.15 (incorporated by reference to Exhibit 99.2 to
Pioneer's and Pioneer USA's Current Report on Form 8-K, File No.
001-13245, filed with the SEC on January 14, 1998).
4.17 Second Supplemental Indenture dated as of April 11, 2000, among
Pioneer, Pioneer USA, as the subsidiary guarantor, and the Bank of
New York, as trustee, with respect to the indenture identified
above as Exhibit 4.15 (incorporated by reference to Exhibit 10.1 to
Pioneer's Quarterly Report on Form 10-Q for the period ended March
31, 2000, File No. 001-13245).
EXHIBIT
NO. DESCRIPTION
------- -----------
4.18 Third Supplemental Indenture dated as of April 30, 2002, among
Pioneer, Pioneer USA, as the subsidiary guarantor, and the Bank of
New York, as trustee, with respect to the indenture identified
above as Exhibit 4.15 (incorporated by reference to Exhibit 10.4 to
Pioneer's Quarterly Report on Form 10-Q for the period ended March
31, 2002, File No. 001-13245).
4.19 Form of 6.50% Senior Notes Due 2008 of Pioneer (incorporated by
reference to Exhibit 99.3 to Pioneer's and Pioneer USA's Current
Report on Form 8-K, File No. 001-13245, filed with the SEC on
January 14, 1998).
4.20 Form of 7.20% Senior Notes Due 2028 of Pioneer (incorporated by
reference to Exhibit 99.4 to Pioneer's and Pioneer USA's Current
Report on Form 8-K, File No. 001-13245, filed with the SEC on
January 14, 1998).
4.21 Form of 9 5/8% Senior Notes Due 2010 of Pioneer (incorporated by
reference to Exhibit 10.2 to Pioneer's Quarterly Report on Form
10-Q for the period ended March 31, 2000, File No. 001-13245).
4.22 Form of 7.50% Senior Notes Due 2012 of Pioneer (incorporated by
reference to Exhibit 99.3 to Pioneer's Current Report on Form 8-K,
File No. 001-13245, filed with the SEC on January 14, 1998).
4.23 Guarantee (2008 Notes) dated as of January 13, 1998, by Pioneer
USA, as the subsidiary guarantor (incorporated by reference to
Exhibit 99.5 to Pioneer's and Pioneer USA's Current Report on Form
8-K, File No. 001-13245, filed with the SEC on January 14, 1998).
4.24 Guarantee (2028 Notes) dated as of January 13, 1998, by Pioneer
USA, as the subsidiary guarantor (incorporated by reference to
Exhibit 99.6 to Pioneer's and Pioneer USA's Current Report on Form
8-K, File No. 001-13245, filed with the SEC on January 14, 1998).
4.25 Guarantee (2010 Notes) dated as of April 11, 2000, by Pioneer USA,
as the subsidiary guarantor (incorporated by reference to Exhibit
10.3 to Pioneer's Quarterly Report on Form 10-Q for the period
ended March 31, 2000, File No. 001-13245).
4.26 Guarantee (2012 Notes) dated as of April 30, 2002, by Pioneer USA,
as the subsidiary guarantor (incorporated by reference to Exhibit
10.6 to Pioneer's Quarterly Report on Form 10-Q for the period
ended March 31, 2002, File No. 001-13245).
4.27 $575,000,000 Credit Agreement dated as of May 31, 2000, among
Pioneer, as the borrower, Bank of America, N.A., as the
administrative agent, Credit Suisse First Boston, as the
documentation agent, The Chase Manhattan Bank, as the syndication
agent, and certain lenders (incorporated by reference to Exhibit
10.4 to Pioneer's Quarterly Report on Form 10-Q for the period
ended June 30, 2000, File No. 001-13245).
4.28* Form of Senior Debt Indenture between Pioneer and one or more
commercial banks to be named, as trustee.
4.29** Form of Senior Debt Securities.
EXHIBIT
NO. DESCRIPTION
------- -----------
4.30* Form of Senior Subordinated Debt Indenture between Pioneer and one
or more commercial banks to be named, as trustee.
4.31** Form of Senior Subordinated Debt Securities.
4.32** Form of Depositary Agreement.
4.33** Form of Depositary Receipt.
4.34** Form of Warrant Agreement.
4.35** Form of Warrant Certificate.
4.36** Form of Stock Purchase Contract.
4.37** Form of Stock Purchase Unit.
4.38** Form of Guarantee of Debt Securities.
4.39 Form of Certificate of Special Preferred Voting Stock (incorporated
by reference to Exhibit 4.1 to Pioneer's Current Report on Form
8-K, File No. 001-13245, filed with the SEC on January 2, 1998).
4.40 Form of Certificate of Exchangeable Shares (incorporated by
reference to Exhibit 4.2 to Pioneer's Current Report on Form 8-K,
File No. 001-13245, filed with the SEC on January 2, 1998).
4.41 Form of Certificate of Common Stock, par value $.01 per share, of
Pioneer (incorporated by reference to Exhibit 4.1 to Pioneer's
registration statement on Form S-4, Registration No. 333-26951,
filed with the SEC on June 26, 1997).
4.42 Voting and Exchange Trust Agreement dated as of December 18, 1997,
among Pioneer, Pioneer Natural Resources Canada Inc. (as successor
to Pioneer Natural Resources (Canada) Ltd.) and Montreal Trust
Company of Canada, as trustee (incorporated by reference to Exhibit
2.4 to Pioneer's Current Report on Form 8-K, File No. 001-13245,
filed with the SEC on January 2, 1998).
5.1* Form of opinion of Vinson & Elkins L.L.P. as to the legality of the
securities to be registered.
12.1* Computation of Ratios of Earnings to Fixed Charges and Earnings to
Fixed Charges and Preferred Stock Dividends.
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 (included on Pioneer's signature
page to this registration statement).
24.2* Powers of Attorney for Pioneer USA (included on Pioneer USA's
signature page to this registration statement).
EXHIBIT
NO. DESCRIPTION
------- -----------
25.1*** Form T-1 Statement of Eligibility under Trust Indenture Act of 1939
of The Bank of New York, as trustee under the indenture identified
above as Exhibit 4.15.
25.2*** Form T-1 Statement of Eligibility under Trust Indenture Act of 1939
of trustee under Senior Debt Indenture.
25.3*** Form T-1 Statement of Eligibility under Trust Indenture Act of 1939
of trustee under Senior Subordinated Debt Indenture.
----------
* Filed herewith.
** To be filed either by amendment or as an exhibit under the Securities
Exchange Act of 1934 and incorporated by reference in this registration
statement.
*** To be filed in accordance with the requirements of Section 305(b)(2) of the
Trust Indenture Act and Rule 5b-3 thereunder.