UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2006
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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1-13245
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75-2702753 |
| (State or other
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(Commission File Number)
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(I.R.S. Employer |
| jurisdiction of incorporation)
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Identification Number) |
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| 5205 N. O’Connor Blvd.
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75039 |
| Suite 900
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(Zip code) |
| Irving, Texas |
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| (Address of principal |
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| executive offices) |
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Registrant’s telephone number, including area code: (972) 444-9001
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
As indicated in Item 3.03 of this Current Report on Form 8-K, on May 22, 2006, Pioneer Natural
Resources Company (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights
Agent”) executed an amendment to the Rights Agreement dated July 20, 2001 between the Company and
the Rights Agent (the “Rights Agreement”). The description of the amendments to the Rights
Agreement that is contained in Item 3.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 1.01.
Item 3.03. Material Modification to Rights of Security Holders.
On May 22, 2006, the Board of Directors of the Company approved certain amendments to the
Rights Agreement and the Company and the Rights Agent entered into an Amendment No. 1 to Rights
Agreement, dated May 22, 2006 (the “Amendment”). As a result of the Amendment, each right that is
attached to each share of the Company’s common stock will become exercisable only if a person or
group acquires 20% or more of the Company’s outstanding voting stock or announces a tender or
exchange offer that would result in ownership of 20% or more of the Company’s voting stock. The
ownership threshold before execution of the Amendment in each case was 15%. The Amendment will
also make certain technical modifications to the plan to delete provisions that are no longer
relevant.
A copy of the Amendment is included as Exhibit 4.2 to this Current Report on Form 8-K and is
incorporated by reference into this Item 3.03, and the above summary is qualified in its entirety
by reference to that Exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 – Rights Agreement dated July 24, 2001, between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, File No. 1-13245,
filed with the Securities and Exchange Commission on July 24, 2001).
4.2 – Amendment No. 1 to Rights Agreement, dated as of May 22, 2006, between the
Company and Continental Stock Transfer & Trust Company.