UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-2702753
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
5205 N. O'Connor Blvd., Suite 900
Irving, Texas 75039
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase Series A Junior
Participating Preferred Stock, par
value $.01 per share New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |X|
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |_|
Securities Act registration statement file number to which this form
relates (if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
This Amendment No. 1 to Form 8-A amends Items 1 and 2 of Pioneer Natural
Resources Company's (the "Company") Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on July 24, 2001, to disclose an
amendment to the Rights Agreement, dated as of July 20, 2001 (as amended, the
"Rights Agreement"), between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"). On May 22, 2006, the Company and
the Rights Agent entered into an Amendment No. 1 to Rights Agreement (the
"Amendment") to, among other things, (1) increase the trigger under the Rights
Agreement from 15% to 20%, (2) delete language in the Rights Agreement that
grandfathered Southeastern Asset Management, Inc. ("SEAM") under the Rights
Agreement so that SEAM's then approximate 27% ownership in the Company would not
result in SEAM being regarded as an "Acquiring Person" under the Rights
Agreement, and (3) effect other technical modifications.
Item 1. Description of Registrant's Securities to be Registered.
On July 19, 2001, the board of directors of the Company declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $0.01 per share (the "Common Shares" or "Capital
Stock"), of the Company. The dividend was paid on July 31, 2001 (the "Record
Date") to the holders of Capital Stock of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock, par value $0.01 per
share (the "Preferred Shares"), of the Company at a price of $95.00 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in the Rights
Agreement.
Until the earlier to occur of (i) the tenth business day following a public
announcement that a person has acquired beneficial ownership of 20% or more of
the outstanding Capital Stock (an "Acquiring Person") or (ii) the tenth business
day (subject to extension) after a person commences, or announces its intention
to commence, a tender offer or exchange offer the consummation of which would
result in any person becoming the beneficial owner of the number of shares
necessary to be an Acquiring Person (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificates with a copy of this Summary of Rights attached thereto. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Capital Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Capital Stock
certificates issued after the Record Date, upon transfer or new issuance of
Capital Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Capital Stock,
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Capital Stock represented by such
certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Capital Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on July 31, 2011 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights are not
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 1,000 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $1,000 per share plus an amount
equal to accrued and unpaid dividends thereon but will be entitled to an
aggregate payment of 1,000 times the payment made per Common Share. Each
Preferred Share will have 1,000 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that, after a person or a group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
or transferred (subject to certain exceptions), proper provision will be made so
that each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right. In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
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thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
At any time after a person or group has become an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Capital Stock, the board of directors of the Company may exchange
the Rights (other than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one Common Share for each
two Common Shares for which each Right is then exercisable pursuant to the
provisions of the Rights Agreement (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to such time as a person or group becomes an Acquiring
Person, the board of directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (with respect to each holder of
Rights, rounded up to the nearest cent for the aggregate Rights held by such
holder) (the "Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis and with such conditions as the board of
directors of the Company in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
The terms of the Rights may be amended by the board of directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Capital Stock
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons (subject to certain exceptions) and (ii) 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including the right to vote or to
receive dividends.
A copy of the Rights Agreement was filed as exhibit 4.1 to the Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on July
24, 2001. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of July 20, 2001, between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent, specifying the
terms of the Rights, which includes the form of Certificate of Designation
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of Series A Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the form of the Summary of Rights to
Purchase Preferred Shares as Exhibit C. (Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on July 24, 2001.)
4.2 Amendment No. 1 to Rights Agreement, dated as of July 20, 2001, between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent.*
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* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
Date: May 22, 2006 By: /s/ Darin G. Holderness
---------------------------------------
Darin G. Holderness
Vice President and Chief Accounting Officer
S-1
EXHIBIT INDEX
4.1 Rights Agreement, dated as of July 20, 2001, between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent, specifying the
terms of the Rights, which includes the form of Certificate of Designation
of Series A Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the form of the Summary of Rights to
Purchase Preferred Shares as Exhibit C. (Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on July 24, 2001.)
4.2 Amendment No. 1 to Rights Agreement, dated as of July 20, 2001, between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent.*
- -----------
* Filed herewith.
EXHIBIT 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of May 22, 2006 (the
"Amendment"), between Pioneer Natural Resources Company, a Delaware corporation
(the "Company"), and Continental Stock Transfer & Trust Company, as rights agent
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of July 20, 2001 (the "Rights Agreement");
WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not
occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable, and the Company and
the Rights Agent desire to evidence such amendment in writing.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, the Company hereby amends the Rights Agreement as follows:
1. Amendment of Recital. The second paragraph of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
WHEREAS, the board of directors of the Company has authorized and
declared a dividend of one preferred share purchase right (a "Right") for
each Common Share (as defined below) of the Company outstanding on July 31,
2001 (the "Record Date"), each Right representing the right to purchase one
one-thousandth of a Preferred Share (as defined below), upon the terms and
subject to the conditions herein set forth, and has further authorized and
directed the issuance of one Right with respect to each share of Capital
Stock (as defined below) of the Company that shall become outstanding
between the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are defined
below).
2. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
"Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 20% or more of the Capital Stock of the Company then outstanding,
but shall not include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan or employee stock ownership plan of the
Company or any Subsidiary of the Company or (iv) any entity holding Capital
Stock for or pursuant to the terms of any such plan. Notwithstanding the
foregoing, no Person shall become an "Acquiring Person" as the result of an
acquisition of Capital Stock by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of the Capital Stock of
the Company then outstanding; provided, however, that if a Person shall
become the Beneficial Owner of 20% or more of the Capital Stock of the
Company then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the Beneficial
Owner of any additional Capital Stock of the Company, then such Person
shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing,
if the board of directors of the Company determines in good faith that a
Person who would otherwise be an "Acquiring Person," as defined pursuant to
the foregoing provisions of this Section 1(a), has become such
inadvertently, and such Person divests as promptly as practicable a
sufficient number of shares of Capital Stock so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this Section 1(a), then such Person shall not be deemed to be
an "Acquiring Person" for any purposes of this Agreement.
3. Amendment of Section 1(e). Section 1(e) of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
"Capital Stock" shall mean the Common Shares.
4. Amendment of Section 1(i). Section 1(i) of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
[Intentionally omitted.]
5. Amendment of Section 1(l). Section 1(l) of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
[Intentionally omitted.]
6. Amendment of Section 1(m). Section 1(m) of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
[Intentionally omitted.]
7. Amendment of Section 1(q). Section 1(q) of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
[Intentionally omitted.]
8. Amendment of Section 1(s). Section 1(s) of the Rights Agreement is
hereby amended and restated to read, in its entirety, as follows:
[Intentionally omitted.]
9. Amendment of Section 3. Section 3 of the Rights Agreement is hereby
amended and restated to read, in its entirety, as follows:
Issue of Right Certificates. (a) Until the earlier of (i) the
tenth day after the Shares Acquisition Date or (ii) the tenth Business Day
(or such later date as may be determined by action of the board of
directors of the Company prior to such time as any Person becomes an
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Acquiring Person) after the date of commencement by any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan or
employee stock ownership plan of the Company or of any Subsidiary of the
Company, or any entity holding Capital Stock for or pursuant to the terms
of any such plan) of, or after the date of the first public announcement of
the intention of any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan or employee stock ownership plan of the
Company or of any Subsidiary of the Company, or any entity holding Capital
Stock for or pursuant to the terms of any such plan) to commence, a tender
or exchange offer the consummation of which would result in any Person
becoming the Beneficial Owner of Capital Stock aggregating 20% or more of
the then outstanding Capital Stock (including any such date which is after
the date of this Agreement and prior to the issuance of the Rights; the
earlier of such dates being herein referred to as the "Distribution Date"),
(x) the Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Shares of the Company registered in
the names of the holders thereof (which certificates in each case shall
also be deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates will be
transferable only in connection with the transfer of Capital Stock. As soon
as practicable after the Distribution Date, the Company will prepare and
execute, the Rights Agent will countersign, and the Company will send or
cause to be sent (and the Rights Agent will, if requested, send) by
first-class, insured, postage-prepaid mail, to each record holder of
Capital Stock as of the Close of Business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit B hereto (a "Right
Certificate"), evidencing one Right for each share of Capital Stock so
held. As of the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Preferred
Shares, in substantially the form of Exhibit C hereto (the "Summary of
Rights"), by first-class, postage-prepaid mail, to each record holder of
Capital Stock as of the Close of Business on the Record Date, at the
address of such holder shown on the records of the Company. With respect to
certificates for Capital Stock outstanding as of the Record Date, until the
Distribution Date, the Rights will be evidenced by such certificates
registered in the names of the holders thereof together with a copy of the
Summary of Rights attached thereto. Until the Distribution Date (or the
earlier of the Redemption Date or the Final Expiration Date), the surrender
for transfer of any certificate for Capital Stock outstanding on the Record
Date, with or without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with the Common
Shares represented thereby.
(c) Certificates for Common Shares which b ecome outstanding
(including reacquired Common Shares referred to in Section 3(d)) after the
Record Date but prior to the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date shall have impressed on,
printed on, written on or otherwise affixed to them the following legend:
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights Agreement dated
as of July 20, 2001 (as amended, the "Rights Agreement"), between
Pioneer Natural Resources Company (the "Company") and Continental
Stock Transfer & Trust Company, the terms of which are hereby
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incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder
of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. As described in the
Rights Agreement, Rights issued to any Person who becomes an
Acquiring Person (as defined in the Rights Agreement) become null
and void.
With respect to such certificates containing the foregoing legend,
until the Distribution Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates
alone, and the surrender for transfer of any such certificate shall also
constitute the transfer of the Rights associated with the Common Shares
represented thereby.
(d) In the event that the Company purchases or acquires any
Capital Stock after the Record Date but prior to the Distribution Date, any
Rights associated with such Capital Stock shall be deemed cancelled and
retired so that the Company shall not be entitled to exercise any Rights
associated with the shares of Capital Stock that are no longer outstanding.
10. Amendment of Section 16. Section 16 of the Rights Agreement is hereby
amended and restated to read, in its entirety, as follows:
Agreement of Right Holders. Every holder of a Right, by accepting
the same, consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Capital Stock;
(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered
at the principal office of the Rights Agent, duly endorsed or accompanied
by a proper instrument of transfer; and
(c) the Company and the Rights Agent may deem and treat the person
in whose name the Right Certificate (or, prior to the Distribution Date,
the associated Common Shares certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificates or the
associated Common Shares certificate made by anyone other than the Company
or the Rights Agent) for all purposes whatsoever, and neither the Company
nor the Rights Agent shall be affected by any notice to the contrary.
11. Amendment of Section 27. Section 27 of the Rights Agreement is hereby
amended and restated to read, in its entirety, as follows:
Supplements and Amendments. The Company may from time to time
supplement or amend this Agreement without the approval of any holders of
Right Certificates in order to cure any ambiguity, to correct or supplement
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any provision contained herein which may be defective or inconsistent with
any other provisions herein, or to make any other provisions with respect
to the Rights which the Company may deem necessary or desirable, any such
supplement or amendment to be evidenced by a writing signed by the Company
and the Rights Agent; provided, however, that, from and after such time as
any Person becomes an Acquiring Person, this Agreement shall not be amended
in any manner which would adversely affect the interests of the holders of
Rights. Without limiting the foregoing, the Company may at any time prior
to such time as any Person becomes an Acquiring Person amend this Agreement
to lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not
less than the greater of (a) the sum of .001% and the largest percentage of
the outstanding Capital Stock then known by the Company to be beneficially
owned by any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan or employee stock ownership plan of the Company
or any Subsidiary of the Company, or any entity holding Capital Stock for
or pursuant to the terms of any such plan) and (b) 10%.
12. Amendment of Exhibit C. The first and second paragraph of Exhibit C to
the Rights Agreement are hereby amended and restated to read, in their entirety,
as follows:
On July 19, 2001, the board of directors of Pioneer Natural
Resources Company (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common
stock, par value $0.01 per share (the "Common Shares" or "Capital Stock"),
of the Company. The dividend was paid on July 31, 2001 (the "Record Date")
to the holders of Capital Stock of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock, par value $0.01 per
share (the "Preferred Shares"), of the Company at a price of $95.00 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement dated as of July 20, 2001 (as amended, the "Rights
Agreement"), between the Company and Continental Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the tenth business day following
a public announcement that a person has acquired beneficial ownership of
20% or more of the outstanding Capital Stock (an "Acquiring Person") or
(ii) the tenth business day (subject to extension) after a person
commences, or announces its intention to commence, a tender offer or
exchange offer the consummation of which would result in any person
becoming the beneficial owner of the number of shares necessary to be an
Acquiring Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such Common Share
certificates with a copy of this Summary of Rights attached thereto. The
Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Capital Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Capital Stock certificates issued after the Record Date, upon transfer or
new issuance of Capital Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Capital Stock, outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being attached
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thereto, will also constitute the transfer of the Rights associated with
the Capital Stock represented by such certificate.
13. Effectiveness. This Amendment shall be deemed effective as of the date
first written above. Except as amended hereby, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
14. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
15. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State.
16. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
17. Descriptive Headings. Descriptive headings of the several Sections of
this Amendment are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.
18. Definitions. Capitalized terms used herein that are not defined herein
shall have the meanings given such terms in the Rights Agreement.
[Remainder of page is intentionally blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
PIONEER NATURAL RESOURCES COMPANY
Attest:
By: /s/ Mark H. Kleinman By: /s/ Mark S. Berg
--------------------------- ---------------------------------
Mark H. Kleinman Mark S. Berg
Corporate Secretary Executive Vice President
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
Attest:
By: /s/ Tuulikki Huovinen By: /s/ Steven G. Nelson
-------------------------- --------------------------------
Name: Tuulikki Huovinen Name: Steven G. Nelson
Title: Assistant Secretary Title: Chairman of the Board & President
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO RIGHTS AGREEMENT]
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