Company Press Release
Pioneer Natural Resources Company Created
IRVING, Texas--(BUSINESS WIRE)--Aug. 7, 1997--Pioneer Natural Resources Company (``Pioneer'') (NYSE:PXD -
news), the third largest independent oil and gas exploration and production company in the United States, is created through a
merger of Parker & Parsley Petroleum Company (``Parker & Parsley'') (NYSE:PDP) and MESA Inc. (``Mesa'')
(NYSE:MXP).
Both companies announced that at separate meetings today in Dallas, Texas, shareholders, with over 91% of votes cast, voting
in favor of the merger.
As a result of the business combination, Pioneer will have total proved oil and gas reserves over 3.7 trillion cubic feet of natural
gas equivalents, a well balanced and long lived oil and gas reserve mix with 52 % natural gas and 48 % crude oil and liquids,
and an aggregate reserve life index in excess of 12 years. Also, Pioneer's common stock will be traded on the New York
Stock Exchange under the symbol ``PXD'' beginning at the opening of business August 8, 1997. Pioneer will have
approximately 73 million outstanding shares of common stock.
Jon Brumley, Chairman of Pioneer Natural Resources Company, stated, ``The enthusiastically high support by our
shareholders is overwhelming and beyond what I had imagined. This support sets the stage for Pioneer's long-term growth
strategy of doubling shareholder value every five years. In addition, every time our Board meets approximately 17% of the
Company's common stock is represented at the table. This community of interest with our shareholders is the highest level of
insider ownership among the large independent exploration and production companies. As a result, the Pioneer team is
extremely dedicated to enhancing shareholder value.''
Scott D. Sheffield, Chief Executive Officer of Pioneer Natural Resources Company, added, ``Pioneer starts off with a clean
balance sheet, no preferred shares, and an investment grade rating. The Company has an aggressive and attainable growth
strategy which is anchored by the employees of Pioneer. It is our intent to accomplish this growth goal through a well balanced
program which highlights internal growth through development of our existing asset base and additional growth provided
through enhanced exploration efforts and selective accretive acquisitions and mergers.''
Votes in favor of the transaction were received from Parker & Parsley shareholders owning 76 % of the Parker & Parsley
shares, which represented 99 % of the total votes cast by Parker & Parsley shareholders. Votes in favor of the transaction
were received from Mesa common shareholders owning 72 % of the Mesa common shares, which represented 93 % of the
total votes cast by Mesa common shareholders.
Also, votes in favor of the transaction were received from Mesa Series A Preferred shareholders owning 59 % of the Mesa
Series A Preferred shares, which represented 73 % of the total votes cast by Mesa Series A Preferred shareholders. All shares
of Mesa's Series B Preferred shares voted in favor of the transaction.
As a result of these votes, all holders of Mesa Preferred Stock will receive Pioneer Common Stock in the merger. In addition,
shareholders of Parker & Parsley and Mesa approved the Pioneer Long-Term Incentive Plan, the Pioneer Employee Stock
Purchase Plan, and the Mesa 1996 Incentive Plan.
In the business combination, (i) Mesa merged with and into Pioneer, with Pioneer being the surviving corporation (the ``Mesa
Merger'') and (ii) Parker & Parsley merged with and into Pioneer Natural Resources USA, Inc., formerly known as Mesa
Operating Co. and a wholly owned subsidiary of Pioneer (``Pioneer USA''), with Pioneer USA being the surviving corporation
(the ``Parker & Parsley Merger'' and together with the Mesa Merger, the ``Mergers''). The Mesa Merger and the Parker &
Parsley Merger will become effective later today.
As a result of the Mesa Merger, (i) each seven outstanding shares of Mesa common stock were converted into the right to
receive one share of common stock of Pioneer (the ``Pioneer Common Stock'') and (ii) each seven outstanding shares of Mesa
Series A 8% Cumulative Convertible Preferred Stock and Series B 8% Cumulative Convertible Preferred Stock were
converted into the right to receive 1.25 shares of Pioneer Common Stock. As a result of the Parker & Parsley Merger, each
outstanding share of Parker & Parsley common stock was converted into the right to receive one share of Pioneer Common
Stock.
No fractional shares of Pioneer Common Stock will be issued. Instead, Pioneer will pay an amount equal to a pro rata portion
of the net proceeds of the sales by Continental Stock Transfer & Trust Company of shares of Pioneer Common Stock
representing the aggregate fractional shares and the aggregate dividends or other distributions (if any) that are payable with
respect to fractional shares of Pioneer Common Stock. The sales will be at prevailing prices on the New York Stock
Exchange.
A full description of the business combination may be found in Pioneer's Registration Statement on Form S-4 (SEC File No.
333-26951), which is available from Pioneer or the Securities and Exchange Commission.
Pioneer is the third largest public independent oil and gas exploration and production company in the United States. Domestic
drilling and production operations are located in Texas, Kansas, Oklahoma, Louisiana, New Mexico, and offshore Gulf of
Mexico. International drilling and production will be located in Argentina and Guatemala. |
