Common use of Date Filed Clause in Contracts

Date Filed. 2 PIONEER NATURAL RESOURCES USA, INC. 1400 XXXXXXXX XXXXXX XXXX 5205 XXXXX X'XXXXXX XXXX. IRVING, TEXAS 75039 NOTICE OF SPECIAL MEETINGS OF LIMITED PARTNERS TO BE HELD ON , 1999 To the Limited Partners of 25 Publicly-Held Parkxx & Xarsxxx Xxxited Partnerships: This is a notice that special meetings of the limited partners of the following 25 publicly-held limited partnerships will be held on , 1999, at 2:00 p.m., at the Wyndxxx Xxxxxxx Xxxel, Room, 2201 Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000: Parkxx & Xarsxxx 00-I, Ltd. Parkxx & Xarsley Producing Properties 87-B, Ltd. Parkxx & Xarsxxx 00-II, Ltd. Parkxx & Xarsley 88-A, L.P. Xxxxxx & Xarsxxx 00-A, Ltd. Parkxx & Xarsley Producing Properties 88-A, L.P. Xxxxxx & Xarsxxx 00-B, Ltd. Parkxx & Xarsley 88-B, L.P. Xxxxxx & Xarsxxx 00-A, Ltd. Parkxx & Xarsley 89-A, L.P. Xxxxxx & Xarsxxx 00-A, Ltd. Parkxx & Xarsley 90-A, L.P. Xxxxxx & Xarsxxx 00-B, Ltd. Parkxx & Xarsley 90-B Conv., L.P. Xxxxxx & Xarsxxx 00-A, Ltd. Parkxx & Xarsley 90-B, L.P. Xxxxxx & Xarsxxx 00-B, Ltd. Parkxx & Xarsley 90-C Conv., L.P. Xxxxxx & Xarsxxx 00-C, Ltd. Parkxx & Xarsley 90-C, L.P. Xxxxxx & Xarsxxx 00-A, Ltd. Parkxx & Xarsley 91-A, L.P. Xxxxxx & Xarsxxx Xxxducing Parkxx & Xarsley 91-B, L.P. Properties 87-A, Ltd. Parkxx & Xarsxxx 00-B, Ltd. Parkxx & Xarsley Petroleum Company and other predecessors of Pioneer Natural Resources USA, Inc., a Delaware corporation, sponsored the partnerships. Pioneer USA is a direct 100% owned subsidiary of Pioneer Natural Resources Company, a Delaware corporation, and is the managing or sole general partner of the partnerships. The purpose of these special meetings is for you to consider and vote on the following matters: 1. A proposal to approve an Agreement and Plan of Merger dated as of , 1999, among Pioneer, Pioneer USA, and each of the partnerships. Each partnership that approves this proposal will merge with and into Pioneer USA, with Pioneer USA surviving the merger. Each partnership interest of a participating partnership, other than Pioneer USA's interests, will be converted into the right to receive an amount of cash. The amount of cash to be paid for all partnership interests of a participating partnership will be based on the participating partnership's merger value. The merger value of a participating partnership is equal to the sum of its reserve value and its net working capital, as reduced by its pro rata share of the estimated expenses and fees of the mergers of all of the partnerships, in each case as of September 30, 1999. Each partnership's pro rata share of the estimated expenses and fees is based on its reserve value before any reduction for the estimated expenses and fees. WE CALCULATED THE CASH PAYMENT USING INFORMATION AS OF JUNE 30, 1999 FOR PURPOSES OF ILLUSTRATION. WE INTEND TO CHANGE EACH REFERENCE TO "JUNE 30, 1999" TO BE "SEPTEMBER 30, 1999" AND TO REVISE JUNE 30, 1999 NUMBERS AS OF SEPTEMBER 30, 1999 BEFORE MAILING THE DEFINITIVE PROXY STATEMENT TO THE LIMITED PARTNERS. The cash payment will be allocated among the 3 partners based on the liquidation provisions of each partnership agreement. Pioneer USA will not receive any cash payment for its partnership interests in the participating partnerships. However, as a 4 result of the mergers, Pioneer USA will acquire 100% of the properties of the participating partnerships, including properties attributable to its partnership interests in those partnerships. 2. A proposal to amend the partnership agreement of each partnership to permit the partnership's merger with Pioneer USA. If the amendment is not approved, that partnership cannot merge into Pioneer USA even if the partners of that partnership approve the merger agreement. 3. A proposal to approve the opinion issued to Pioneer USA by on behalf of the limited partners that neither the grant nor the exercise of the right to approve the mergers by the limited partners will result in the loss of any limited partner's limited liability or adversely affect the tax status of the partnerships and to approve the selection of as special legal counsel for the limited partners to render such legal opinion. 4. Other business that properly comes before the special meetings or any adjournments or postponements of the special meetings. We are not aware of any other business for the special meetings. The accompanying proxy statement contains information about the mergers, including the amount of cash to be paid per $1,000 initial investment in each partnership, and descriptions of the merger agreement, the merger amendment and the legal opinion of the special legal counsel for the limited partners. The proxy statement also contains a copy of the merger agreement, the merger amendment and the legal opinion. Pioneer USA's board of directors set the close of business on , 1999, as the record date to identify the limited partners who are entitled to notice of, and to vote at, the special meetings or any adjournments or postponements of the special meetings. During the ten days before the special meetings, you may examine lists of the limited partners of your partnership at the offices of Pioneer USA during normal business hours for any purpose relevant to the special meetings. ON , 1999, PIONEER USA'S BOARD OF DIRECTORS UNANIMOUSLY DETERMINED THAT THE MERGERS ARE ADVISABLE, FAIR TO YOU, AND IN YOUR BEST INTERESTS. THE BOARD RECOMMENDS THAT YOU VOTE FOR THE MERGER AGREEMENT, THE MERGER AMENDMENT, THE SELECTION OF SPECIAL LEGAL COUNSEL FOR THE LIMITED PARTNERS AND THAT COUNSEL'S LEGAL OPINION. ALTHOUGH PIONEER USA'S BOARD OF DIRECTORS HAS ATTEMPTED TO FULFILL ITS FIDUCIARY DUTIES TO YOU, PIONEER USA'S BOARD OF DIRECTORS HAD CONFLICTING INTERESTS IN EVALUATING THE MERGERS BECAUSE EACH MEMBER OF ITS BOARD OF DIRECTORS IS ALSO AN OFFICER OF PIONEER. Each partnership requires the favorable vote of the holders of the majority of its limited partnership interests to approve the merger agreement, the merger amendment, the selection of special legal counsel for the limited partners and that counsel's legal opinion. IF YOU DO NOT SEND IN YOUR PROXY CARD OR VOTE AT THE SPECIAL MEETINGS, IT WILL HAVE THE SAME EFFECT AS IF YOU VOTED AGAINST THE MERGERS. You are requested to sign, vote and date the enclosed proxy card and return it promptly in the enclosed envelope, even if you expect to be present at the special meetings. If you give a proxy, you can revoke it at any time before the special meetings. If you are present at the special meetings, you may withdraw your proxy and vote in person. By Order of the Board of Directors,