SANTA FE ENERGY RESOURCES INC
8-A12B, 1994-04-11
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                    Form 8-A

               For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or (g) of the
                        Securities Exchange Act of 1934



                        Santa Fe Energy Resources, Inc.
             (Exact name of registrant as specified in its charter)



                 Delaware                          36-2722169
        (State of incorporation or              (I.R.S. Employer
              organization)                    Identification No.)

1616 South Voss Road, Suite 1000, Houston, Texas       77057
   (Address of principal executive offices)          (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:


                                                    Name of each exchange
           Title of each class                       on which each class
           to be so registered                       is to be registered

$ ______ Series A Convertible Preferred Stock      New York Stock Exchange



Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of class)

<PAGE>   2


Item 1.  Description of Registrant's Securities to be Registered.

The description of the $ _____ Series A Convertible Preferred Stock is set forth
under the section entitled "Description of the DECS" contained in the Preferred
Stock Offering Prospectus filed with the Commission on March 28, 1994 as part
of the Registrant's Registration Statement on Form S-3 (Reg. No. 33-52849) (the
"Registration Statement") and is hereby incorporated by reference in answer to
this item.


Item 2.  Exhibits.

        1. Registration Statement on Form S-3 (Reg. No. 33-52849) as filed with
           the Securities and Exchange Commission on March 28, 1994.

        2. Form of Stock Certificate representing shares of $ ____ Series A
           Convertible Preferred Stock.

        3. Form of Certificate of Designations of $ ____ Series A Convertible
           Preferred Stock (filed as Exhibit 4.3 to the Registration Statement 
           and incorporated herein by reference).

                                     -2-

<PAGE>   3



                                   Signature


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


Date:    April 8, 1994                  Santa Fe Energy Resources, Inc.



                                        By:  /s/ Mark A. Older
                                             ___________________________
                                             Mark A. Older,
                                             Secretary

                                     -3-

<PAGE>   4


                               Index to Exhibits

<TABLE>
<CAPTION>

                                                                                        Sequentially
Exhibit                                                                                   Numbered
Number                        Description                                                   Page
- -----                         -----------                                                   ----
<S>          <C>                                                                             <C>
 1.          Registration Statement on Form S-3 (Reg. No. 33-52849)
             as filed with the Securities and Exchange Commission on
             March 28, 1994.

 2.          Form of Stock Certificate representing shares of                                5
             $ ____ Series A Convertible Preferred Stock.

 3.          Form of Certificate of Designations of $ ____ Series A
             Convertible Preferred Stock (filed as Exhibit 4.3 to
             the Registration Statement and incorporated herein by
             reference).
</TABLE>

                                      -4-

<PAGE>   1


$ ___________ Series A                                        $ _______ Series A
Convertible                                                          Convertible
Preferred Stock                                                  Preferred Stock


NUMBER _______                                                  SHARES _________

                                                                 CUSIP _________

                                             SEE REVERSE FOR CERTAIN DEFINITIONS


                        SANTA FE ENERGY RESOURCES, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


        This is to certify that________________________________________________
is the owner of ______________ fully paid and non-assessable shares of $ _____
Series A Convertible Preferred Stock, par value $0.01 per share, of Santa Fe
Energy Resources, Inc. transferable on the books of the corporation by the
holder hereof in person or by attorney upon surrender of this certificate
properly endorsed.  This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.  Witness the seal of the
corporation and the facsimile signatures of its duly authorized officers.



Dated:                                               _________________________
                                                             President


                                                     _________________________
                                                             Secretary

COUNTERSIGNED AND REGISTERED:
   FIRST CHICAGO TRUST COMPANY OF NEW YORK
      TRANSFER AGENT AND REGISTRAR


BY



            AUTHORIZED OFFICER

                                      -5-

<PAGE>   2


                        SANTA FE ENERGY RESOURCES, INC.

        Any shareholder may obtain, without charge, by request to the Office of
the Secretary of the Corporation in Houston, Texas, a copy of a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon the
shares of $ ____________ Series A Convertible Preferred Stock represented hereby
and of each other class or series of shares authorized to be issued by the
Corporation and upon the holders thereof.

        The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN-COM   as tenants in common  UNIF GIFT MIN ACT ____________Custodian________
TEN ENT   as tenants by the entireties               (Cust)            (Minor)
JT TEN    as joint tenants with right             under Uniform Gifts to 
          of survivorship and not as              Minors Act __________________
          tenants in common                                        (State)    



        Additional abbreviations may also be used though not in the above list.

  For Value Received, __________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

_______________________________________________________________________________
       (NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN)

_______________________________________________________________________________

_______________________________________________________________________________

________________________________________________________________________ Shares 
represented by the within Certificate and do hereby irrevocably constitute 
and appoint
______________________________________________________________________ Attorney
to transfer the said Shares on the share register of the within-named
Corporation, with full power of substitution in the premises.

Dated ______________________


                                                    ____________________________
                                                             SIGNATURE

NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

                                     -6-



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