UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported):
December 29, 1999(November 18, 1999)
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 0-20872 41-0518430
(State or other (Commission File (I.R.S Employer
Jurisdiction of Number) Identification No.)
incorporation or
organization)
1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(303)861-8140
Not applicable
(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets.
On December 17, 1999, St. Mary Land & Exploration Company completed the
acquisition of King Ranch Energy, Inc. under a merger agreement dated July 27,
1999. In the merger St Mary issued 2,666,252 shares of its common stock to
shareholders of King Ranch, Inc., the former parent of King Ranch Energy. The
merger agreement provides that the shares of St. Mary common stock issued in the
acquisition cannot be transferred until March 31, 2001. As a result of the
merger King Ranch Energy became a wholly owned subsidiary of St. Mary and was
renamed St. Mary Energy Company. In addition, Jack Hunt and William Gardner,
officers of King Ranch, Inc., were appointed to the St. Mary board of directors
under the terms of the merger agreement.
King Ranch Energy is an oil and gas exploration and production company with
oil and gas properties located primarily in the Gulf of Mexico and the onshore
Gulf Coast. 1998 production was 48.8 million cubic feet (MMCF) equivalent per
day. Reported oil and gas reserves at December 31, 1998, plus an acquisition
made in early 1999, were 64.7 billion cubic feet (BCF) equivalent and 82%
natural gas.
The press release of St. Mary dated December 17, 1999 announcing the
completion of the acquisition is attached as an exhibit to this report.
Additional information concerning the acquisition is included in the financial
statements of King Ranch Energy and the pro forma financial statements of St.
Mary referred to under Item 7 below.
St. Mary cautions that this report and the attached press release contain
forward-looking statements that include statements concerning the benefits
expected to result from the acquisition, including expected exploration and
production enhancements. Significant factors that could cause future events or
results to differ materially from those expressed or implied by the
forward-looking statements include St. Mary's ability to successfully integrate
the businesses of St. Mary and King Ranch Energy.
ITEM 5. Other Events.
On November 18, 1999, Robert L. Nance was appointed to St. Mary's board of
directors to replace Richard C. Kraus, who resigned.
ITEM 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The audited financial statements of King Ranch Energy for the years
ended December 31, 1998, 1997 and 1996 are included in St. Mary's Amendment
No. 2 to Registration Statement on form S-4 (Registration No. 333-85537)
filed with the SEC on November 12, 1999 and are incorporated herin by
reference.
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Pursuant to SEC rules, the unaudited financial statements of King
Ranch Energy for the nine months ended September 30, 1999 and 1998 will be
filed by an amendment to this report not later than March 1, 2000.
(b) Pro forma financial information.
Pursuant to SEC rules, the pro forma financial statements of St. Mary
for the nine months ended September 30, 1999 which give effect to the
acquisition of King Ranch energy will be filed by an amendment to this
report not later than March 1, 2000.
(c) Exhibits.
The following exhibits are furnished as part of this report:
Exhibit 2.1 Agreement and Plan of Merger dated July 27, 1999 among St.
Mary Land & Exploration Company, St. Mary Energy Company,
King Ranch, Inc., and King Ranch Energy, Inc., as amended
by Amendment Nos. 1 and 2 dated November 8, 1999 (filed as
Exhibit 2.1 to St. Mary's Amendment No. 2 to Registration
Statement on Form S-4 (Registration No. 333-85537)filed with
the SEC on November 12, 1999 and incorporated herein by
reference)
Exhibit 23.1 Consent of Deloitte & Touche LLP*
Exhibit 99.1 Press release of St. Mary Land & Exploration Company dated
December 17, 1999*
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*Filed herewith
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SIGNATURES
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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 hereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
Date:December 22, 1999 By /s/ MARK A. HELLERSTEIN
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Mark A. Hellerstein
President and Chief Executive
Officer
Date:December 22, 1999 By /s/ RICHARD C. NORRIS
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Richard C. Norris
Vice President - Finance,
Treasurer and Secretary