-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gy4Rn0jUA9Qf+ywcdb4AyzXBk1f0Tn8vt3E1Tx++gQYd9h4HiCc2TbqpmWNxCdDl UAPbdia6ROevqNDydTUXUw== 0001104659-04-029228.txt : 20040930 0001104659-04-029228.hdr.sgml : 20040930 20040930173428 ACCESSION NUMBER: 0001104659-04-029228 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040928 FILED AS OF DATE: 20040930 DATE AS OF CHANGE: 20040930 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EVERGREEN RESOURCES INC CENTRAL INDEX KEY: 0000353943 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840834147 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 17TH ST SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032988100 MAIL ADDRESS: STREET 1: 1401 17TH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH ARTHUR L CENTRAL INDEX KEY: 0001034323 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13171 FILM NUMBER: 041056148 BUSINESS ADDRESS: STREET 1: 1401 17TH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032988100 MAIL ADDRESS: STREET 1: 1401 17TH STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80202 4 1 a4.xml 4 X0202 4 2004-09-28 1 0000353943 EVERGREEN RESOURCES INC EVG 0001034323 SMITH ARTHUR L 1401 17TH STREET SUITE 1200 DENVER CO 80202 1 0 0 0 Common Stock 2004-09-28 4 D 0 12000 39.4805 D 0 D Stock Options (right to buy) 22.74 2004-09-28 4 D 0 24000 D 2013-01-01 Common Stock 0 D Pursuant to the merger (the "Merger") of Evergreen Resources, Inc. ("Evergreen") with a wholly owned subsidiary of Pioneer Natural Resources Company ("Pioneer"), effected on September 28, 2004, in exchange for all of their outstanding shares of Evergreen common stock, each officer and director of Evergreen received, as base merger consideration, either (a) Pioneer common stock, (b) cash or (c) a combination of cash and Pioneer common stock, plus, in each of cases (a)-(c), an additional $0.4805 cash per share of Evergreen common stock in connection with the sale of the Kansas properties. This transaction is exempt from Section 16(b) of the Exchange Act pursuant to, without limitation, Rule 16b-3. Includes $0.4805 paid as consideration for the Kansas properties. These options were assumed by Pioneer in the Merger and converted into options to acquire (a) a number of shares of Pioneer common stock equal to the product of (x) the number of shares of Evergreen common stock subject to the former Evergreen options and (y) 1.1635, and (b) an amount of cash equal to the product of (x) the number of shares of Evergreen common stock subject to the former Evergreen options and (y) $0.4805. The exercise price per share (plus related cash) for the new Pioneer options is equal to the quotient of the exercise price per share of Evergreen common stock under the former Evergreen options divided by 1.1635. This option provided for vesting in five equal annual installments beginning January 2, 2003. All unvested portions of this option vested upon the effectiveness of the Merger. /s/ Arthur L. Smith 2004-09-30 -----END PRIVACY-ENHANCED MESSAGE-----