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): November 18, 2004
Pioneer Natural Resources Company
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(Exact name of Registrant as specified in its charter)
Delaware 1-13245 75-2702753
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5205 N. O'Connor Blvd., Suite 900, Irving, Texas 75039
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(Address of principal executive offices) (Zip Code)
(972) 444-9001
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officer............. 3
Item 9.01. Financial Statements and Exhibits
(c) Exhibits............................................. 3
Signature.............................................................. 4
Exhibit Index.......................................................... 5
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PIONEER NATURAL RESOURCES COMPANY
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On November 18, 2004, Pioneer Natural Resources Company (the "Company")
issued a news release that is attached hereto as exhibit 99.1. In the news
release, the Company announced that (i) Timothy L. Dove has been named President
and Chief Operating Officer, (ii) Richard P. Dealy has been named Executive Vice
President and Chief Financial Officer and (iii) Darin G. Holderness has agreed
to join the Company as Vice President and Chief Accounting Officer.
Mr. Dove was formerly the Company's Executive Vice President and Chief
Financial Officer. The information required by Items 401(b), (d) and (e) of
Regulation S-K for Mr. Dove was previously reported in the Company's Definitive
Proxy Statement on Schedule 14A, File No. 1-13245, which was filed with the
Securities and Exchange Commission on April 2, 2004. During 2004, there were no
material transactions between the Company and Mr. Dove pursuant to Item 404(a)
of Regulation S-K.
Mr. Dealy was formerly the Company's Vice President and Chief Accounting
Officer. He is 38 years of age. The description of Mr. Dealy's positions and
offices and term of office with the Company and his business experience during
the past five years is described in the attached news release attached hereto as
exhibit 99.1. There were no arrangements or understanding between Mr. Dealy and
the Company pursuant to which he was selected as an officer. There are no family
relationships between Mr. Dealy and any director or executive officer of the
Company or Mr. Holderness. During 2004, there were no material transactions
between the Company and Mr. Dealy pursuant to Item 404(a) of Regulation S-K.
Mr. Holderness is 41 years of age. The description of Mr. Holderness'
business experience during the past five years is described in the attached news
release attached hereto as exhibit 99.1. There were no arrangements or
understanding between Mr. Holderness and the Company pursuant to which he was
selected as an officer. There are no family relationships between Mr. Holderness
and any director or executive officer of the Company. During 2004, there were no
material transactions between the Company and Mr. Holderness pursuant to Item
404(a) of Regulation S-K.
The Company has entered into severance agreements with Messrs. Dove and
Dealy and will enter into a similar agreement with Mr. Holderness upon
employment. Either the Company or the officer may terminate the officer's
employment under the severance agreement at any time. The Company must pay the
officer an amount equal to one year's base salary if the officer's employment is
terminated because of death, disability or normal retirement. The Company must
pay the officer an amount equal to one year's base salary and continue health
insurance for the officer's family for one year if the Company terminates the
officer's employment without cause or if the officer terminates employment for
good reason, which is when reductions in the officer's base annual salary exceed
specified limits or when the officer's responsibilities have been significantly
reduced. If within one year after a change in control of the Company, the
Company terminates the officer without cause, or if the officer terminates
employment for good reason, the Company must pay the officer an amount equal to
2.99 times the sum of the officer's base salary plus the greater of target bonus
for the current year or actual bonus for the previous year and continue health
insurance for one year for Messrs. Dealy and Holderness and their respective
families and for Mr. Dove and his family until he is eligible for Medicare. If
the officer terminates employment with the Company without reason between six
months and one year after a change in control, or at any time within one year
after a change in control if the officer is required to move, then the Company
must pay the officer one year's base salary and continue health insurance for
the officer's family for one year. Officers are also entitled to additional
payments for certain tax liabilities that may apply to severance payments
following a change in control.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 News Release dated November 18, 2004.
3
PIONEER NATURAL RESOURCES COMPANY
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
Date: November 23, 2004 By: /s/ Richard P. Dealy
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Richard P. Dealy
Executive Vice President
and Chief Financial Officer
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PIONEER NATURAL RESOURCES COMPANY
EXHIBIT INDEX
Exhibit No. Description
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99.1(a) News Release dated November 18, 2004.
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(a) filed herewith
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