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EXHIBIT 99.22
EXCHANGE OF
SHARES OF SERIES A 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
MESA INC.
FOR SHARES OF EITHER COMMON STOCK
OR SERIES A 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF PIONEER NATURAL RESOURCES COMPANY
June ___, 1997
To Our Clients:
We are enclosing for your consideration a Joint Proxy
Statement/Prospectus dated June ___, 1997 describing the Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement") among MESA Inc., Mesa
Operating Co., Pioneer Natural Resources Company ("Pioneer") and Parker &
Parsley Petroleum Company, pursuant to which the holders of record on June 27,
1997 of the Series A 8% Cumulative Convertible Preferred Stock (the "Mesa
Series A Preferred") will have the right to elect the consideration such
holders will receive upon the closing of the mergers contemplated by Merger
Your attention is directed to the following:
o Holders of the Mesa Series A Preferred will be entitled to make
an election of the type of consideration they will receive upon
the closing date of the mergers. Each seven shares of Mesa
Series A Preferred will be converted to either (i) 1.25 shares
of Common Stock, par value $.01 per share, of Pioneer ("Pioneer
Common Stock") or (ii) one share of Series A 8% Cumulative
Convertible Preferred Stock of Pioneer ("Pioneer Preferred
Stock"), PROVIDED, HOWEVER, THAT IF THE HOLDERS OF A MAJORITY OF
THE SHARES OF MESA SERIES A PREFERRED VOTE IN FAVOR OF THE
MERGER AGREEMENT, THEN ALL OF THE HOLDERS OF THE MESA SERIES A
PREFERRED WILL RECEIVE PIONEER COMMON STOCK.
o The Pioneer Common Stock and the Pioneer Preferred Stock (if
issued) will be admitted for trading on the New York Stock
Exchange, the stock exchange on which Mesa's Series A Preferred
is traded.
o The expiration of the period for election of consideration is
5:00 p.m. New York City time, on August ___, 1997. Any shares for
which elections are not received, or for which incomplete or
improper election forms are received shall be deemed to be
non-elections and the holders of such shares will receive
Pioneer Preferred Stock as consideration unless the holders of a
majority of the Mesa Series A Preferred Stock vote in favor of
the Merger Agreement.
Since we are the holder of record of the shares of Mesa Series A
Preferred Stock held in your Account, we have received your consideration
election materials. We will make a consideration election only in accordance
with your instructions. If you do not give us your instructions, a
consideration election will not be made with respect to your shares and you
will receive Pioneer Preferred Stock as consideration unless the holders of a
majority of the Mesa Series A Preferred Stock vote in favor of the Merger
Agreement.
Please forward your instructions to us immediately by completing the
form on the reverse side. Your rights to make an election will expire at 5:00
p.m. New York City time, August , 1997.
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LETTER OF INSTRUCTIONS
To My Bank or Broker:
The undersigned acknowledges receipt of the Joint Proxy
Statement/Prospectus relating to the Merger Agreement. This letter instructs
you to either elect to receive Pioneer Common Stock or Pioneer Preferred Stock
or to indicate "no preference," as indicated below, with respect to the shares
of Mesa Series A Preferred you hold for the account of the undersigned upon the
terms and conditions set forth in the Joint Proxy Statement/Prospectus.
CONSIDERATION ELECTION
Consideration Elected Mesa Series A Preferred Stock
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Pioneer Common Stock Number of Shares
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Pioneer Preferred Stock Number of Shares
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No Preference* Number of Shares
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DATED:
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Signature(s)
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Account Number
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Please type or print name
*If no box is checked or if the "no preference" box is checked, then the shares
of Mesa Series A Preferred to which this election relates will be deemed to be
shares in respect of which no election has been made and therefore, the
beneficial owner of such shares will receive Pioneer Preferred Stock unless the
holders of a majority of the Mesa Series A Preferred Stock elect to receive
Pioneer vote in favor of the Merger Agreement, in which case such holder will
receive Pioneer Common Stock.