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)
March 5, 2002 (March 5, 2002)
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 000-20872 41-0518430
(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) File Number) Identification No.)
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 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is furnished as part of this report:
Exhibit 99.1 Certain Information Disclosed to Prospective
Private Placement Purchasers of Senior Convertible
Notes Not Previously Publicly Reported.
Item 9. Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the following
information, including Exhibit 99.1, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall such information
and Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such a filing.
On March 5, 2002, the registrant announced, and filed the press release
containing such announcement in a separate Current Report on Form 8-K dated
March 5, 2002, that it intends to offer, subject to market and other conditions,
$75 million of senior convertible notes due 2022 (plus an additional amount of
up to $15 million at the option of the purchasers) in a private placement. The
notes will be convertible into St. Mary common stock at the option of the
holders under certain circumstances, at a price to be determined. The offering
is expected to close in mid-March 2002.
In connection with this private placement, the registrant anticipates
disclosing to prospective purchasers certain information that has not been
previously publicly reported. A copy of such information is attached hereto as
Exhibit 99.1.
The notes and the common stock issuable upon conversion of the notes
have not been registered under the Securities Act of 1933 or any state
securities laws and are being offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933. Unless so registered,
the notes and common stock issued upon conversion of the notes may not be
offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act of 1933 and applicable state
securities laws. This report shall not constitute an offer to sell nor a
solicitation of an offer to buy any of these securities.
This report contains forward looking statements within the meaning of
federal securities laws. The words "intend" and "expect" and similar expressions
are intended to identify forward looking statements. These statements involve
known and unknown risks, which may cause the registrant's actual results to
differ materially from results expressed or implied by the forward looking
statements. These risks include such factors as the uncertainty of financial
market conditions, the volatility and levels of oil and natural gas prices, and
other matters discussed under the "Risk Factors" section of the registrant's
2000 Annual Report on Form 10-K. As a result of these risks, the registrant
cannot assure you that it will be able to complete the proposed private
offering. Although the registrant may from time to time voluntarily update its
forward looking statements, it disclaims any commitment to do so except as
required by federal securities laws.
SIGNATURES
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 hereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
Date: March 5, 2002 By: /s/ RICHARD C. NORRIS
---------------------
Richard C. Norris
Vice President-Finance
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Certain Information Disclosed to Prospective Private
Placement Purchasers of Senior Convertible Notes Not
Previously Publicly Reported.
</Table>