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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 5, 1999
SANTA FE SNYDER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-7667 36-2722169
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1616 SOUTH VOSS ROAD
SUITE NO. 1000
HOUSTON, TEXAS 77057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 507-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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This Form 8-K/A amends the registrant's Form 8-K dated May 5, 1999
which was filed on May 6, 1999.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective on May 5, 1999, Snyder Oil Corporation, a Delaware
corporation ("Snyder"), merged (the "Merger") with and into Santa Fe Energy
Resources, Inc., a Delaware corporation ("Santa Fe"), pursuant to an Agreement
and Plan of Merger dated January 13, 1999, between Snyder and Santa Fe (the
"Merger Agreement"). In connection with the Merger, Santa Fe changed its name to
"Santa Fe Snyder Corporation." In the Merger, each issued and outstanding share
of common stock of Snyder, par value $.01 per share ("Snyder Common Stock"), was
converted into 2.05 shares of common stock, par value $.01 per share, of Santa
Fe Snyder (the "Common Stock"). The exchange ratio was determined through arm's
length negotiations between the parties. Santa Fe Snyder expects to issue up to
68.8 million shares of Santa Fe Snyder Common Stock to the former holders of
Snyder Common Stock. Shares of Snyder Common Stock are no longer transferable
and certificates evidencing such shares represent only the right to receive
shares of Santa Fe Snyder Common Stock in accordance with the provisions of the
Merger Agreement. The shareholders of Snyder and Santa Fe approved the Merger at
special meetings held on May 5, 1999. Snyder was a publicly traded oil and gas
company. Santa Fe Snyder intends to continue its business.
A description of the Merger is contained in the May 5, 1999 press
releases of Santa Fe Snyder, filed as Exhibit 99.1 and Exhibit 99.2 to Santa Fe
Snyder's Form 8-K dated May 5, 1999 and incorporated herein by reference. The
Merger Agreement is incorporated herein by reference from Annex A to the Joint
Proxy Statement/Prospectus contained in Santa Fe Snyder's Registration Statement
on Form S-4 (No. 333-71595), filed with the Securities and Exchange Commission
(the "Commission") on February 2, 1999 as amended (the "Registration
Statement"). A description of the Merger, including additional responses to the
information requested in this Item 2, are contained in the Registration
Statement, the text of which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Audited Financial Statements of Snyder.
Years Ended December 31, 1998 and 1997 Consolidated Balance Sheet;
Years Ended December 31, 1998 and 1997 and 1996 Consolidated Statements
of Income; Years Ended December 31, 1998, 1997 and 1996 Consolidated
Statements of Cash Flows (incorporated herein by reference from
Synder's Annual Report on Form 10-K/A for the year ended December 31,
1998).
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined information of Santa Fe
Snyder Corporation required by this item is filed herewith as Exhibit
99.3.
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(c) Exhibits
The following Exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger, dated as of January 13, 1999,
between Snyder and Santa Fe (included as Annex A to the Joint
Proxy Statement/Prospectus contained in Santa Fe's
Registration Statement on Form S-4 (No. 333-71595) and
incorporated herein by reference).
23.5 Consent of Netherland, Sewell & Associates, Inc.
23.6 Consent of Ryder Scott Company Petroleum Engineers.
99.3 Unaudited Pro Forma Condensed Combined Financial Statements of
Santa Fe Snyder Corporation, including Unaudited Interim
Historical Financial Information of Snyder for the period
ended March 31, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SANTA FE SNYDER CORPORATION
By: /s/ Michael S. Wilkes
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Michael S. Wilkes
Vice President and Chief
Accounting Officer
Date: May 24, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of January 13, 1999, between
Snyder and Santa Fe (included as Annex A to the Joint Proxy
Statement/Prospectus contained in Santa Fe's Registration Statement on
Form S-4 (No. 333-71595) and incorporated herein by reference).
23.5 Consent of Netherland, Sewell & Associates, Inc.
23.6 Consent of Ryder Scott Company Petroleum Engineers.
99.3 Unaudited Pro Forma Condensed Combined Financial Statements of Santa Fe
Snyder Corporation, including Unaudited Interim Historical Financial
Information of Snyder for the period ended March 31, 1999.
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