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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
April 8, 1997
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Commission File Number 0-20872
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0518430
(State or other Jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
(303) 861-8140
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 3, 1997, St. Mary Land & Exploration Company (the "Company")
dismissed Coopers & Lybrand L.L.P. as independent accountants for the Company.
On April 3, 1997, the Company engaged Arthur Andersen LLP as independent
accountants for the Company for 1997. The decision to change independent
accountants was approved by the Audit Committee of the Company's Board of
Directors.
The reports of Coopers & Lybrand L.L.P. on the Company's financial
statements for the past two years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. Further, during the two most recent fiscal years and
interim period subsequent to December 31, 1996, there have been no disagreements
with Coopers & Lybrand L.L.P. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure or any
reportable events. The decision to change independent accountants was based on
the Company's efforts to obtain what it believes to be more cost-effective
accounting and auditing services.
The Company has requested that Coopers & Lybrand L.L.P. furnish it with a
letter addressed to the Securities and Exchange Commission (the "Commission")
stating whether it agrees with the above statements. The copy of such letter
from Coopers & Lybrand L.L.P. to the Commission dated April 8, 1997, which
states that Coopers & Lybrand L.L.P. agrees with the statements made by the
Company herein, is filed as Exhibit 16.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)-(b) Not Applicable.
(c) Exhibits.
Exhibit 16.1 Letter from Coopers & Lybrand L.L.P. to the Securities
and Exchange Commission dated April 8, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
St. Mary Land & Exploration Company
April 8, 1997 By /s/ MARK A. HELLERSTEIN
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Mark A. Hellerstein
President and Chief Executive Officer
April 8, 1997 By /s/ RICHARD C. NORRIS
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Richard C. Norris
Vice President - Accounting and
Administration and Chief Accounting
Officer