SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
SANTA FE ENERGY RESOURCES, INC.
1616 SOUTH VOSS ROAD
HOUSTON, TEXAS 77057
<PAGE>
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
PAGE
INDEX OF FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Report of Independent Accountants 4
Statement of Financial Condition, With Fund Information
at December 31, 1993 5
Statement of Financial Condition, With Fund Information
at December 31, 1992 6
Statement of Income and Changes in Plan Equity, With Fund
Information For the Year Ended December 31, 1993 7
Statement of Income and Changes in Plan Equity, With Fund
Information For the Year Ended December 31, 1992 8
Notes to Financial Statements 9-14
Schedule of Assets Held For Investment at December 31, 1993 16-17
Schedule of Reportable Transactions For the Year Ended
December 31, 1993 18
All other schedules have been omitted because they are not applicable or
the required information is shown in the financial statements or the notes
thereto.
(b) Exhibits:
Consent of Independent Accountants 20
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
persons who administer the Plan have duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
By: _________________________________
Mark A. Older
Member - Employee Benefits Committee
Date: June 29, 1994
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Employee Benefits Committee of
Santa Fe Energy Resources Savings Investment Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of Santa
Fe Energy Resources Savings Investment Plan at December 31, 1993 and 1992,
and the results of its operations and changes in plan equity for the years
then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of
assets held for investment at December 31, 1993 and schedule of reportable
transactions for the year ended December 31, 1993 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund
Information in the statement of financial condition and the statement of
income and changes in plan equity is presented for purposes of additional
analysis rather than to present the statement of financial condition and
the statement of income and changes in plan equity of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
PRICE WATERHOUSE
Houston, Texas
June 24, 1994
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<PAGE>
<TABLE>
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION, WITH FUND INFORMATION
DECEMBER 31, 1993
<CAPTION>
Fixed S&P Company Growth
Interest Index Stock Wellington Equity Loan
Fund Fund Fund Fund Fund Fund Total
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Cash $ 861,564 $ 17,429 $ 0 $ 15,537 $ 7,219 $ 901,749
Investments 0 3,033,964 5,329,600 1,187,235 653,955 10,204,754
TCB - Short-term investment 58,503 30,924 5,197 26,757 20,178 141,559
Lasalle Income Plus Fund 3,600,000 3,600,000
Prudential - Contract 7,502,540 7,502,540
Travelers - Contract 3,940,652 3,940,652
Loans to participants $ 1,269,955 1,269,955
----------- ---------- ---------- ---------- -------- ----------- -----------
Subtotal 15,963,259 3,082,317 5,334,797 1,229,529 681,352 1,269,955 27,561,209
Receivables:
Employer contribution 336,404 336,404
Accrued interest and dividends 105,577 141 101 69 74 9,235 115,197
----------- ---------- ---------- ---------- -------- ----------- -----------
Net assets available
for plan benefits $16,068,836 $3,082,458 $5,671,302 $1,229,598 $681,426 $ 1,279,190 $28,012,810
=========== ========== ========== ========== ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
<PAGE>
<TABLE>
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION, WITH FUND INFORMATION
DECEMBER 31, 1992
<CAPTION>
Fixed S&P Company SFP Growth
Interest Index Stock Stock Realty Wellington Equity Loan
Fund Fund Fund Fund Fund Fund Fund Fund Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash $ 1 $ 16,903 $ 8,049 $ 1,989 $ (4,177) $ -- $ -- $ 22,765
Investments 2,546,606 3,058,218 788,954 124,328 563,530 577,943 7,659,579
TCB short-term
investment 36,424 119,451 9,554 7,280 13,538 186,247
Prudential - Contracts 5,806,404 5,806,404
Travelers - Contract 8,357,876 8,357,876
Loans to participants -- -- $ 1,039,720 1,039,720
Receivables:
Contributions
receivable -
employer -- -- 511,161 -- -- -- -- 511,161
Other (158) (251) (1,485) -- -- -- -- (1,894)
Accrued interest and
dividends 99,417 335 13,992 -- -- 14,694 9,692 138,130
----------- ---------- ---------- -------- -------- -------- --------- ----------- -----------
Total assets 14,299,964 2,683,044 3,599,489 790,943 120,151 585,504 601,173 1,039,720 23,719,988
----------- ---------- ---------- -------- -------- -------- --------- ----------- -----------
LIABILITIES
Other 2,364 (1,317) 1,047
Due (to) from
other funds 700,021 467 37,850 (793,307) (118,834) 45,573 128,230 --
---------- ---------- ---------- -------- -------- -------- --------- ----------- -----------
Total liabilities 700,021 467 37,850 (790,943) (120,151) 45,573 128,230 1,047
---------- ---------- ---------- -------- -------- -------- --------- ----------- -----------
Net assets $14,999,985 $2,683,511 $3,637,339 $ 0 $ 0 $631,077 $ 729,403 $ 1,039,720 $23,721,035
=========== ========== ========== ======== ======== ======== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-6-
<PAGE>
<TABLE>
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Fixed S&P Company Growth
Interest Index Stock Wellington Equity Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:-
Investment income:
Interest and dividends $ 1,229,943 $ 26,259 $ 60,571 $ 63,342 $ 9,887 $ 103,368 $ 1,493,370
Net unrealized appreciation
(depreciation) in value of
investments 188,212 59,636 35,620 (16,892) 266,576
Net realized gain (loss) on
sale of assets 642 17,777 18,419
Contributions:
Employer 1,282,039 1,282,039
Employees 943,616 350,043 145,810 122,451 169,736 1,731,656
Transfers from other plans 90,287 8,092 17,975 23,635 139,989
------------ ----------- ----------- ----------- --------- ----------- ------------
Total additions 2,263,846 573,248 1,565,833 239,388 186,366 103,368 4,932,049
------------ ----------- ----------- ----------- --------- ----------- ------------
Deductions to net assets attributed to:
Distributions to participants (503,453) (55,674) (76,692) (1,698) (2,217) (540) (640,274)
Interfund transfers (691,542) (118,627) 544,822 360,831 (232,126) 136,642 0
------------ ----------- ----------- ----------- --------- ----------- ------------
Total deductions (1,194,995) (174,301) 468,130 359,133 (234,343) 136,102 (640,274)
------------ ----------- ----------- ----------- --------- ----------- ------------
Net increase (decrease) 1,068,851 398,947 2,033,963 598,521 (47,977) 239,470 4,291,775
Net assets available for plan benefits:
Beginning of period 14,999,985 2,683,511 3,637,339 631,077 729,403 1,039,720 23,721,035
------------ ----------- ----------- ----------- --------- ----------- ------------
End of period $ 16,068,836 $ 3,082,458 $ 5,671,302 $ 1,229,598 $ 681,426 $ 1,279,190 $ 28,012,810
============ =========== =========== =========== ========= =========== ============
The accompanying notes are an integral part of this statement.
</TABLE>
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<PAGE>
<TABLE>
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
Fixed S&P Company SFP Growth
Interest Index Stock Stock Realty Wellington Equity
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:-
Investment income:
Interest and dividends $ 1,179,431 $ 99,968 $ 60,222 $ 7,999 $ 67 $ 26,520 $ 17,061
Net unrealized appreciation
(depreciation) in value of
investments -- 111,062 (26,609) (68,938) (55,257) 8,340 15,926
Net realized gain (loss) on
sale of assets -- (2,808) (11,151) (141,665) (48,217) -- 1,812
Contributions:
Employer -- -- 1,424,497 -- -- -- --
Employees 1,037,055 350,280 121,194 -- -- 58,561 96,807
Transfers from other plans 42,228 37,735 -- -- -- 16,444 --
Other (44) (92) (1,485) -- -- -- --
------------ ----------- ----------- ----------- --------- --------- ---------
Total additions 2,258,670 596,145 1,566,668 (202,604) (103,407) 109,865 131,606
------------ ----------- ----------- ----------- --------- --------- ---------
Deductions to net assets attributed to:
Distributions to participants (651,343) (158,192) (77,479) (91,889) (17,224) (1,475) (1,448)
Interfund transfers 515,090 (73,600) 247,761 (1,760,578) (251,353) 522,687 599,245
------------ ----------- ----------- ----------- --------- --------- ---------
Total deductions (136,253) (231,792) 170,282 (1,852,467) (268,577) 521,212 597,797
------------ ----------- ----------- ----------- --------- --------- ---------
Net increase (decrease) 2,122,417 364,353 1,736,950 (2,055,071) (371,984) 631,077 729,403
Net assets available for plan benefits:
Beginning of period 12,877,568 2,319,158 1,900,389 2,055,071 371,984 -- --
------------ ----------- ----------- ----------- --------- --------- ---------
End of period $ 14,999,985 $ 2,683,511 $ 3,637,339 $ 0 $ 0 $ 631,077 $ 729,403
============ =========== =========== =========== ========= ========= =========
<CAPTION>
Loan
Fund Total
<S> <C> <C>
Additions to net assets attributed to:-
Investment income:
Interest and dividends $ 1,391,268
Net unrealized appreciation
(depreciation) in value of
investments (15,476)
Net realized gain (loss) on
sale of assets (202,029)
Contributions:
Employer 1,424,497
Employees 1,663,897
Transfers from other plans 96,407
Other (1,621)
----------- ------------
Total additions 4,356,943
----------- ------------
Deductions to net assets attributed to:
Distributions to participants (999,050)
Interfund transfers $ 200,748 --
----------- ------------
Total deductions 200,748 (999,050)
----------- ------------
Net increase (decrease) 200,748 3,357,893
Net assets available for plan benefits:
Beginning of period 838,972 20,363,142
----------- ------------
End of period $ 1,039,720 $ 23,721,035
=========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
-8-
<PAGE>
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN:
The following description of the Santa Fe Energy Resources Savings
Investment Plan (the Plan) is provided for general information purposes
only. Participants should refer to the plan agreement for more complete
information.
GENERAL
The Plan, which is a defined contribution plan, was established as the
Santa Fe Energy Resources Retirement and Savings Plan, which became
operative and was restated and renamed the Santa Fe Energy Resources
Savings Investment Plan, effective November 1, 1990, in anticipation of the
spin-off of Santa Fe Energy Resources, Inc. (SFER or the Company) from its
parent company, Santa Fe Pacific Corporation (SFP). As provided in the
Employee Benefits Spinoff Agreement between the Company and SFP, the
accounts under the Santa Fe Pacific Retirement and Savings Plan for
Salaried Employees (the SFP Plan) of all employees of the Company were spun
off and transferred to the Plan on November 1, 1990.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Employee Benefits Committee appointed by
the Board of Directors of the Company.
Texas Commerce Bank currently acts as trustee on behalf of the Plan. Hewitt
Associates provides recordkeeping services to the Plan. Expenses relating
to the administration of the Plan are borne by the Company.
ELIGIBILITY
Substantially all salaried full-time employees of the Company are eligible
to participate in the Plan on the first day of the month after their date
of hire. Salaried employees who were employed by the Company as of November
1, 1990 were immediately eligible to participate in the Plan on that date.
Eligible employees may become participants in the Plan by authorizing
regular payroll deductions and designating investment allocations for such
deductions.
-9-
CONTRIBUTIONS
Participants may elect to contribute from 1% to 12% of their annual base
pay. Tax-deferred contributions to the Plan by individual employees were
limited to $8,994 and $8,728 in 1993 and 1992, respectively. This
limitation is adjusted annually to reflect cost-of-living adjustments.
There is also an annual legal limit on the total amount of money that may
be contributed to the Plan of 25% of total annual compensation or $30,000
per participant. The Plan is also subject to the "top-heavy" rules of the
Internal Revenue Code and regulations promulgated thereunder. These rules
basically state that for any Plan year in which the Plan is "top heavy",
there are certain additional restrictions which apply with respect to the
contributions which are permitted on behalf of key employees. There were no
restrictions due to "top-heavy" provisions during 1993 or 1992.
The Company contributes (the Employer Matching Contribution) on behalf of
each participant an amount equal to 100% of such participant's tax-deferred
contributions up to 4% of their annual base pay. Effective January 1, 1994,
the annual base pay utilized for employer matching contributions is limited
to $150,000.
In addition to the Employer Matching Contribution described above, at the
end of each fiscal year, the Company may elect to make an additional
matching contribution (Employer Bonus Contribution) if the performance of
the Company meets or exceeds certain goals for that year. Under the
Employer Bonus Contribution, participants may receive up to another 50
percent (2 percent of annual base pay) of each regular Company
contribution. For the years ended December 31, 1993 and 1992, the Company
made Employer Bonus Contributions of $295,170 and $470,328, respectively.
The Employer Bonus Contribution amounts for 1993 and 1992 are accrued as a
receivable from employer in the Statement of Financial Condition at
December 31, 1993 and 1992, respectively.
Effective January 1, 1992, the entire Employer Matching Contribution is
invested in the Company Stock Fund. All Employer Bonus Contributions are
also invested entirely in the Company Stock Fund.
A participant who receives a qualifying distribution from a former
employer's retirement or savings plan may contribute the distribution to
the Plan. Such contribution must be a "rollover" contribution in accordance
with Section 402 of the Internal Revenue Code or be made by a direct
trust-to-trust transfer.
PARTICIPANT ACCOUNTS
Each participant account is credited with the participant's contribution,
the Company's contributions and a pro rata share of the earnings of each
fund in which the participant has invested.
VESTING
Participants shall be 100% vested at all times with respect to their
contributions and rollover accounts. Participants' employer contributions
accounts vest at a rate of 20% per year for each full year of service and
become 100% vested after five full years of service as well as in the case
of death, total disability, attainment of normal retirement age or certain
other circumstances.
-10-
Participants who were eligible to participate in the Plan as of November 1,
1990 have a full vested interest in all contributions and the earnings
thereon.
INVESTMENTS
All contributions made by participants and the Company are paid to the
trustee, which invests the contributions in one or more of the following
funds. Participants may direct their contributions, and Employer Matching
and Bonus Contributions are made into the Company Stock Fund.
o FUND 1 - the "Fixed Interest Fund" is a fund invested on a fixed
income basis, which is primarily comprised of investment contracts
issued by insurance companies and a bank company collective trust fund
that invests primarily in money market types of investments. Such
investments generally provide for a guarantee of the principal amount
of the fund and a guaranteed fixed interest rate, which rate may be
subject to modification from time to time.
o FUND 2 - the "Pooled Equity Fund" or "S&P Index Fund" is a fund
invested in an undivided interest in the Wells Fargo Equity Index Fund
managed by Wells Fargo Institutional Trust Company. This bank
collective trust fund consists of investments that attempt to mirror
the performance of the Standard & Poor's Composite Stock Index (S&P
500).
o FUND 3 - the "Company Stock Fund" is a fund invested in the
common stock of the Company. Dividends and other distributions or
amounts received in respect of company stock held in Fund 3 shall be
reinvested in such stock, and each such participant's account shall be
credited with a proportionate number of such "new" shares.
o FUND 4 - the "Wellington Fund" or "Balanced Fund" is a fund
derived from contributions which shall be invested by the trustee in a
diversified and balanced mix of bonds and common stocks, with this
fund's objective being the preservation of principal, achievement of
reasonable income and capital appreciation without significant risk.
This fund is managed by the Vanguard Group of Investment Companies.
o FUND 5 - the "Vanguard World Fund - United States (U.S.) Growth
Portfolio" or "Growth Equity Fund" is a fund derived from
contributions which are invested by the trustee primarily in common
stocks with this fund's objective being long-term capital
appreciation. The fund is managed by the Vanguard Group of Investment
Companies.
The Santa Fe Pacific Stock Fund and Catellus Stock Fund were eliminated on
December 31, 1992. Proceeds from the liquidations of these funds at
December 31, 1992, if any, were reinvested in Fund 1.
Notwithstanding the foregoing, the trustee may invest such portion of a
fund in cash or short-term cash equivalents for liquidity purposes under
the Plan.
-11-
LOANS
Loans may be made pursuant to the Plan. In connection with such loans, the
provisions of the Plan (1) provide for the securing of such loans by, among
other things, the value of the participant's vested account balance, (2)
provide a reasonable rate of interest, (3) set forth the maximum loan term,
(4) establish any minimum and maximum loan amounts and (5) provide a fixed
repayment schedule. Only one loan per employee may be outstanding at one
time and no subsequent loans will be permitted until one month after the
prior loan has been paid in full.
During 1993, $709,807 of new loans were issued to participants and $430,817
of principal payments were received from participants. The interest rate
charged on loans from the Plan at December 31, 1993 ranged from 6.5% to
9.5% depending upon the length and terms of the loan.
WITHDRAWALS, TRANSFERS AND FORFEITURES
In the event of a participant's death, 100% of the amounts in the
participant's accounts will be paid to the participant or designated
beneficiaries. In the event of termination of a participant's employment,
the participant will receive a distribution of the vested value of their
account as of the valuation date on or following their termination of
employment or normal retirement date. The Plan also provides for hardship
withdrawals under certain circumstances such as certain medical expenses,
purchase of a principal residence or tuition for postsecondary education.
Distributions may be made in a lump-sum payment or monthly instalments for
a specified period or, in the case of accounts invested in Fund 3, can be
paid all in stock or part in stock and part in cash.
Participants may elect to transfer all or a portion of the value of their
accounts from one fund to another.
Forfeitures of unvested employer contributions are applied against future
employer contributions.
AMENDMENT AND TERMINATION
The Board of Directors of the Company may, at any time, amend, discontinue
contributions or terminate the Plan subject to the provisions of ERISA. In
the event of Plan termination, participants will become fully vested in
their accounts.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Financial statements of the Plan are prepared on the accrual basis of
accounting and, accordingly, include all adjustments necessary to present
fairly the financial position of the Plan.
Investments in the Fixed Income Fund are valued at contract or fair market
value. Valuation of investments in common stock and shares in registered
investment company funds are based upon published quotations for the last
business day of the Plan year. The valuation of the investment in
-12-
the S&P Index Fund is based upon its closing sales price reported for the last
business day of the year. Loans are valued at cost which approximates fair
market value. Net unrealized appreciation on investments for the Plan year
is reflected in the Statement of Income and Changes in Plan Equity in
accordance with the policy of stating assets at current fair value.
Investment income for dividends and interest is recorded on the accrual
basis, with dividends accrued on the ex-dividend date.
NOTE 3 - TAX STATUS OF THE PLAN:
The plan administrator has received a favorable determination letter from
the Internal Revenue Service regarding the tax-qualified status of the
Plan. However, the plan has been amended since receiving the determination
letter. Management believes the Plan is designed and operating under
Section 401(a) and therefore the trust is exempt from taxation under
Section 501(a) of the Internal Revenue Code.
NOTE 4 - NET REALIZED GAIN OR LOSS ON INVESTMENTS:
The net realized gain (loss) on the SFER, SFP and Realty Stock Funds
represents sales of common stock, the proceeds of which have been
distributed to participants or transferred to other funds. The realized
gains (losses) represent the differences between the sales price and the
market value of the investments at the beginning of the year, or average
cost of the investment for sales of investments purchased during the
current year.
Common stock transferred from the SFP Plan was revalued to market price at
the time of the transfer in determining the cost basis of the common stock
for financial reporting purposes at December 31, 1990. Under certain
circumstances, the cost basis of the common stock for tax purposes may
differ from the cost basis for financial reporting purposes.
Net realized gains (losses) for the year ended December 31, 1993 were as
follows:
ERISA
realized
Proceeds Cost gain (loss)
S&P Index Fund $ 8,404 $ 7,762 $ 642
Company Stock Fund 121,449 103,672 17,777
Wellington Fund -- -- --
Growth Equity Fund -- -- --
--------- --------- --------
$ 129,853 $ 111,434 $ 18,419
========= ========= ========
-13-
Net realized gains (losses) for the year ended December 31, 1992 were as
follows:
ERISA
realized
Proceeds Cost gain (loss)
S&P Index Fund $ 159,971 $ 162,779 $ (2,808)
Company Stock Fund 174,555 185,706 (11,151)
SFP Stock Fund 999,644 1,141,309 (141,665)
Realty Fund 138,993 187,210 (48,217)
Wellington Fund -- -- --
Growth Equity Fund 50,000 48,188 1,812
---------- ----------- ---------
$1,523,163 $ 1,725,192 $(202,029)
========== =========== =========
NOTE 5 - NET ASSET VALUE PER UNIT:
The net asset value per unit for the S&P Index Fund at December 31, 1993
and 1992 was as follows:
Number of Market Net asset
units value value per unit
Wells Fargo Equity Index
Fund (Employer Identification
Number 94-6052285):
December 31, 1993 29,466 $3,033,964 $102.96
====== ========== =======
December 31, 1992 27,231 $2,546,606 $ 93.52
====== ========== =======
NOTE 6 - PLAN WITHDRAWALS:
Amounts allocated to the accounts of participants electing to withdraw from
the plan at December 31, 1993 and 1992 totaled $209,855 and $4,400,
respectively.
NOTE 7 - PLAN AMENDMENT:
In 1993, the plan was amended to allow the administrator to establish and
modify rules on the making of loans. As a result of the amendment, a
separate loan fund was established to reflect the fund cash flows into and
out of the plan.
-14-
<PAGE>
ADDITIONAL INFORMATION
-15-
<PAGE>
<TABLE>
SCHEDULE 1
Page 1 of 2
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
<CAPTION>
Fixed Income Fund S&P Index Fund
--------------------------- ----------------------------------
Contract Number of
Cost value units Cost Market
<S> <C> <C> <C> <C> <C>
Participant loans
Investment in common
stock of:
Santa Fe Energy
Resources, Inc.
Vanguard Wellington
Fund, Inc.
Vanguard World Fund
and Growth Portfolio
Other investments:
Texas Commerce Bancshares
Houston, N.A.
Short-Term Investments -
Prime Portfolio $ 58,503 $ 58,503 30,924 $ 30,924 30,924
Wells Fargo Equity
Index Fund 29,466 2,734,690 3,033,964
Investment Contracts:
Prudential (GA 6607),
6.5% - 8.0% 7,502,540 7,502,540
Travelers (Contract #'s
16314 and 16315, 6.25%
to 6.45% 3,940,652 3,940,652
Lasalle National Bank -
Income Plus Fund 3,600,000 3,600,000
----------- ----------- ------ ---------- ----------
$15,101,695 $15,101,695 60,390 $2,765,614 $3,064,888
=========== =========== ====== ========== ==========
<CAPTION>
Company Stock Fund Wellington Fund
-------------------------------------- --------------------------------------
Number of Number of
shares Cost Market shares Cost Market
<S> <C> <C> <C> <C> <C> <C>
Participant loans
Investment in common
stock of:
Santa Fe Energy
Resources, Inc. 576,173 $ 5,849,748 $5,329,600
Vanguard Wellington
Fund, Inc. 58,198 $ 1,144,014 $1,187,235
Vanguard World Fund
and Growth Portfolio
Other investments:
Texas Commerce Bancshares
Houston, N.A.
Short-Term Investments -
Prime Portfolio 5,197 5,197 5,197 26,757 26,757 26,757
Wells Fargo Equity
Index Fund
Investment Contracts:
Prudential (GA 6607),
6.5% - 8.0%
Travelers (Contract #'s
16314 and 16315, 6.25%
to 6.45%
Lasalle National Bank -
Income Plus Fund _______ __________ __________ ______ __________ __________
581,370 $5,854,945 $5,334,797 84,955 $1,170,771 $1,213,992
======= ========== ========== ====== ========== ==========
-16-
<CAPTION>
Growth Equity Fund Loan Fund
------------------------------- -------------------------------
Number of
shares Cost Market Cost Market
<S> <C> <C> <C> <C> <C>
Participant loans $1,269,955 $1,269,955
Investment in common
stock of:
Santa Fe Energy
Resources, Inc.
Vanguard Wellington
Fund, Inc.
Vanguard World Fund
and Growth Portfolio 43,801 $642,513 $653,955
Other investments:
Texas Commerce Bancshares
Houston, N.A.
Short-Term Investments -
Prime Portfolio 20,178 20,178 20,178
Wells Fargo Equity
Index Fund
Investment Contracts:
Prudential (GA 6607),
6.5% - 8.0%
Travelers (Contract #'s
16314 and 16315, 6.25%
to 6.45%
Lasalle National Bank -
Income Plus Fund
------ -------- -------- ---------- ----------
63,979 $662,691 $674,133 $1,269,955 $1,269,955
====== ======== ======== ========== ==========
</TABLE>
-17-
<PAGE>
<TABLE>
SCHEDULE 2
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Employer
contributions Purchases
Number ----------------------- ----------------------
of
transactions Units Value Units Value
<S> <C> <C> <C> <C> <C>
Prudential (GA 6607) 20 $2,302,280
17
Santa Fe Energy Resources,
Inc. Common Stock 146,040 $1,456,703 89,120 872,024
Lasalle National Bank -
Income Plus Fund 3,600,000
Short-Term Investment Co. -
Prime Series 243 4,064,757
155
Travelers GIC 17
<CAPTION>
Sales
-------------------------------------------------------
Realized
Units Proceeds Cost gain (loss)
<S> <C> <C> <C> <C>
Prudential (GA 6607)
$ 634,729 $ 634,729 --
Santa Fe Energy Resources,
Inc. Common Stock 12,020 121,449 103,672 $17,777
Lasalle National Bank -
Income Plus Fund
Short-Term Investment Co. -
Prime Series
4,019,874 4,019,874 --
Travelers GIC 5,140,447 5,140,447 --
</TABLE>
-18-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page
1. Consent of Independent Accountants 20
-19-
<PAGE>
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33 -
37175) of Santa Fe Energy Resources, Inc. of our report dated June 24, 1994
appearing on page 4 of the Annual Report of the Santa Fe Energy Resources
Savings Investment Plan on Form 11-K for the year ended December 31, 1993.
PRICE WATERHOUSE
Houston, Texas
June 29, 1994
