4//SEC Filing
EVERGREEN RESOURCES INC 4
Accession 0001104659-04-029231
CIK 0000353943operating
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 5:46 PM ET
Size
14.0 KB
Accession
0001104659-04-029231
Insider Transaction Report
Form 4
ESTRIDGE LARRY D
Director
Transactions
- Disposition to Issuer
Stock Purchase Warrant (right to buy)
2004-09-28−3,800→ 0 totalExercise: $13.69Exp: 2005-11-30→ Common Stock - Disposition to Issuer
Stock Options (right to buy)
2004-09-28−24,000→ 0 totalExercise: $22.74Exp: 2013-01-01→ Common Stock - Disposition to Issuer
Common Stock
2004-09-28−35,523→ 0 total - Disposition to Issuer
Stock Purchase Warrant (right to buy)
2004-09-28−3,960→ 0 totalExercise: $9.25Exp: 2005-02-06→ Common Stock
Footnotes (7)
- [F1]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.
- [F2]For each share of Evergreen common stock, received (a) 0.58175 shares of Pioneer common stock, (b) $19.50 in cash and, (c) for the Kansas properties, an additional $0.4805 in cash.
- [F3]These options/warrants 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.
- [F4]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.
- [F5]This warrant provided for vesting in four equal annual installments beginning February 7, 2000.
- [F6]This warrant provided for vesting in four equal annual installments beginning December 1, 2000. All unvested portions of this warrant vested upon the effectiveness of the Merger.
- [F7]Includes 4,540 shares of common stock held by the Estridge Education Trust, for which Mr. Estridge and his former spouse serve as co-trustees and who share equally the investment and dispositive power with respect to the shares of common stock.
Documents
Issuer
EVERGREEN RESOURCES INC
CIK 0000353943
Entity typeoperating
IncorporatedCO
Related Parties
1- filerCIK 0000353943
Filing Metadata
- Form type
- 4
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 5:46 PM ET
- Size
- 14.0 KB