<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SANTA FE ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-2722169
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1616 SOUTH VOSS ROAD, SUITE 1000
HOUSTON, TEXAS 77057
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(Full title of the plan)
DAVID L. HICKS
VICE PRESIDENT -- LAW AND GENERAL COUNSEL
SANTA FE ENERGY RESOURCES, INC.
1616 SOUTH VOSS ROAD, SUITE 1000
HOUSTON, TEXAS 77057
(Name and address of agent for service)
(713) 507-5000
(Telephone number, including area code,
of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED PER SHARE PRICE FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share................. 500,000 Shares $9.6875(2) $4,843,750(2) $1,671
====================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also relates to an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, based upon the average of the high and low sales prices of
a share of the Company's Common Stock on the New York Stock Exchange on
April 11, 1995.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 hereby incorporates by reference
the contents of the Registration Statements of Santa Fe Energy Resources, Inc.
(the "Company") and the Santa Fe Energy Resources Savings Investment Plan (the
"Plan") on Form S-8 (Registration Nos. 33-37175 and 33-44542) which were filed
with the Securities and Exchange Commission on October 5, 1990 and December 16,
1991, respectively.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company and the Plan incorporate herein by reference the following
documents, or portions of documents, as of their respective dates as filed with
the Securities and Exchange Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(2) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1993; and
(3) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A (File No. 1-7667) filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on February 21,
1990.
All documents filed by the Company and the Plan pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P.
5.2 Favorable determination letter from the Internal Revenue Service to the effect
that the Santa Fe Energy Resources Savings Investment Plan is qualified under
Section 401 of the Internal Revenue Code.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Andrews & Kurth L.L.P. (included in their opinion filed as Exhibit
5.1).
23.3 Consent of Ryder Scott Company.
24.1 A power of attorney, pursuant to which amendments to this Registration Statement
may be filed, is included on the signature page contained in Part II of this
Registration Statement.
99.1 First Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.2 Third Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.3 Fourth Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.4 Fifth Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.5 Sixth Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.6 Seventh Amendment to Santa Fe Energy Resources Savings Investment Plan.
</TABLE>
II-1
<PAGE> 3
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
Santa Fe Energy Resources, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on April 13, 1995.
SANTA FE ENERGY RESOURCES, INC.
By: /s/ JAMES L. PAYNE
James L. Payne
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Know all men by these presents, that each of the undersigned officers and
directors of Santa Fe Energy Resources, Inc. hereby constitutes and appoints
James L. Payne, R. Graham Whaling and David L. Hicks, and each or any of them,
as his or her true and lawful attorneys-in-fact and agents, with full power of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities to sign any or all amendments or post-effective amendments to
this Registration Statement, and to file the same, and with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them or their substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ----------------
<C> <S> <C>
/s/ JAMES L. PAYNE Chairman of the Board, April 13, 1995
James L. Payne President and Chief
Executive Officer and
Director (Principal
executive officer)
/s/ R. GRAHAM WHALING Senior Vice President and April 13, 1995
R. Graham Whaling Chief Financial Officer
(Principal financial and
accounting officer)
/s/ ROD F. DAMMEYER Director April 13, 1995
Rod F. Dammeyer
/s/ WILLIAM E. GREEHEY Director April 13, 1995
William E. Greehey
/s/ MELVYN N. KLEIN Director April 13, 1995
Melvyn N. Klein
/s/ ROBERT D. KREBS Director April 13, 1995
Robert D. Krebs
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ----------------
<S> <C> <C>
/s/ ALLAN V. MARTINI Director April 13, 1995
Allan V. Martini
/s/ MICHAEL A. MORPHY Director April 13, 1995
Michael A. Morphy
/s/ REUBEN F. RICHARDS Director April 13, 1995
Reuben F. Richards
Director
David M. Schulte
/s/ MARC J. SHAPIRO Director April 13, 1995
Marc J. Shapiro
/s/ ROBERT F. VAGT Director April 13, 1995
Robert F. Vagt
Director
Kathryn D. Wriston
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Compensation and Benefits Committee (which administers the Santa Fe Energy
Resources Savings Investment Plan) has duly caused this registration statement
to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on April 13, 1995.
SANTA FE ENERGY RESOURCES SAVINGS
INVESTMENT PLAN
By: /s/ WILLIAM E. GREEHEY
William E. Greehey
Chairman, Compensation and
Benefits Committee
/s/ ROD F. DAMMEYER
Rod F. Dammeyer
Member, Compensation and Benefits
Committee
/s/ MICHAEL A. MORPHY
Michael A. Morphy
Member, Compensation and Benefits
Committee
/s/ REUBEN F. RICHARDS
Reuben F. Richards
Member, Compensation and Benefits
Committee
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
NUMBER DESCRIPTION PAGE
------ --------------------------------------------------------------------- -----------
<C> <S> <C>
5.1 Opinion of Andrews & Kurth L.L.P.
5.2 Favorable determination letter from the Internal Revenue Service to
the effect that the Santa Fe Energy Resources Savings Investment Plan
is qualified under Section 401 of the Internal Revenue Code.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Andrews & Kurth L.L.P. (included in their opinion filed as
Exhibit 5.1).
23.3 Consent of Ryder Scott Company.
24.1 A power of attorney, pursuant to which amendments to this
Registration Statement may be filed, is included on the signature
page contained in Part II of this Registration Statement.
99.1 First Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.2 Third Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.3 Fourth Amendment to Sant a Fe Energy Resources Savings Investment
Plan.
99.4 Fifth Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.5 Sixth Amendment to Santa Fe Energy Resources Savings Investment Plan.
99.6 Seventh Amendment to Santa Fe Energy Resources Savings Investment
Plan.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Andrews & Kurth L.L.P.]
April 13, 1995
Board of Directors
Santa Fe Energy Resources, Inc.
1616 South Voss, Suite 1000
Houston, Texas 77057
Gentlemen:
We have acted as counsel to Santa Fe Energy Resources, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 500,000
shares of common stock, par value $0.01 per share (the "Common Stock"), of the
Company issuable under the Santa Fe Energy Resources Savings Investment Plan
(the "Plan").
In such capacity, we have examined such corporate records and
documents, certificates of corporate and public officials and such other
instruments as we have deemed necessary for the purposes of the opinions
contained herein. As to all matters of fact material to such opinions, we have
relied upon the representations of officers of the Company. We have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with the original of all documents
submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the
above-described shares of Common Stock to be issued by the Company pursuant to
the Plan have been duly authorized, and that such shares, when issued in
accordance with the terms of the Plan, will be validly issued, fully-paid and
nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
ANDREWS & KURTH L.L.P.
1198/2409
<PAGE> 1
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
March 29, 1995
SANTA FE ENERGY RESOURCES INC
C/O MICHAEL D. STUART
4200 TEXAS COMMERCE TOWER
HOUSTON, TX 77002
Employer Identification Number:
36-2722169
File Folder Number:
760016762
Person to Contact:
JILL RUTHERFORD
Contact Telephone Number:
(214) 767-6023
Plan Name:
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan identified above
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
termination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination expresses an opinion on whether the amendment(s), in
and of itself, affects the continued qualified status of the plan under Code
section 401 and the exempt status of the related trust under section 501(a).
It is not an opinion on the qualification of the plan as a whole and the
exempt status of the related trust as a whole.
This determination letter is applicable for the amendment(s) adopted on
NOVEMBER 10, 1994.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
<PAGE> 2
-2-
SANTA FE ENERGY RESOURCES, INC
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act. Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Bobby E. Scott
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 10, 1995 appearing on page 32 of
Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the incorporation by reference in the
Registration Statement 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 LLP
Houston, Texas
April 13, 1995
<PAGE> 1
EXHIBIT 23.3
CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in the Prospectus forming a
part of this Registration Statement on Form S-8 of references to our firm
contained in Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1994.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
April 13, 1995
<PAGE> 1
EXHIBIT 99.1
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(FIRST AMENDMENT)
WHEREAS, there is reserved to the Employee Benefits Committee of
the Company as the Plan Administrator of the Santa Fe Energy Resources Savings
Investment Plan (the "Plan") in Section 11.1 of the Plan the right to amend the
Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Employee Benefits Committee deems it advisable to
amend the Plan in the manner hereafter set forth;
NOW, THEREFORE, this First Amendment to the Plan is hereby adopted
effective as of May __, 1991:
1. Section 2.13 of the Plan is amended by adding thereto
the following paragraph:
"In addition, a U.S. citizen or resident employed by a
foreign affiliate of the Company with respect to which the
Company has entered into an agreement with the Internal
Revenue Service pursuant to Section 3121(l) of the Code
(a "Covered Foreign Affiliate") shall be deemed to be in
the Eligible Class (and shall be treated as an Employee of
the Company) during the period he remains continuously
employed by a Covered Foreign Affiliate, provided he was a
Participant in the Eligible Class immediately prior to his
employment with the Covered Foreign Affiliate or he is
employed in a classification or position with a Covered
Foreign Affiliate that has been designated in writing as
being in the Eligible Class by the Plan Administrator, and
provided further, that (1) no contributions under a funded
plan of deferred compensation are made by any person other
than the Company with respect to the remuneration paid to
the employee by such Covered Foreign Affiliate and (2)
such period of deemed Eligible Class employment shall not
cover any period of employment during which the Section
3121(l) agreement with the Internal Revenue Service is not
in effect."
2. All terms used herein that are defined in the Plan shall
have the same meanings given to such terms in the Plan, except as
otherwise expressly provided herein.
<PAGE> 2
3. Except as amended and modified hereby, the Plan shall
continue in full force and effect and the Plan and this amendment shall
be read, taken and construed as one and the same instrument.
4. This amendment may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall
constitute but one and the same instrument which may be evidenced by
any one counterpart.
IN WITNESS WHEREOF, this First Amendment has been executed on this
May__, 1991, effective for all purposes as provided above.
PLAN ADMINISTRATOR,
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
By:
------------------------------------
Chairman
<PAGE> 1
EXHIBIT 99.2
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(THIRD AMENDMENT)
WHEREAS, there is reserved to the Employee Benefits Committee of
the Company as the Plan Administrator of the Santa Fe Energy Resources Savings
Investment Plan (the "Plan") in Section 11.1 of the Plan the right to amend the
Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Employee Benefits Committee deems it advisable to
amend the Plan in the manner hereafter set forth;
NOW, THEREFORE, this Third Amendment to the Plan is hereby
adopted effective as of November 1, 1990, the Plan's effective date:
1. Section 2.19 of the Plan is amended to read as follows:
"'Highly Compensated Employee' shall mean any Employee who
performs service for the Employer or an Affiliated Company
during the determination year and who, during the
look-back year: (i) received compensation from the
Employer or an Affiliated Company in excess of $75,000 (as
adjusted pursuant to section 415(d) of the Code); (ii)
received compensation from the Employer or an Affiliated
Company in excess of $50,000 (as adjusted pursuant to
section 415(d) of the Code) and was a member of the
top-paid group for such year; or (iii) was an officer of
the Employer or an Affiliated Company and received
compensation during such year that is greater than 50% of
the dollar limitation in effect under section 415(d)(1)(A)
of the Code. The term highly compensated employee also
includes: (i) employees who are both described in the
preceding sentence if the term 'determination year' is
substituted for the term 'look-back year' and the employee
is one of the 100 employees who received the most
compensation from the employer during the determination
year; and (ii) employees who are 5% owners at any time
during the look-back year or determination year.
If no officer has satisfied the compensation requirement
of (iii) above during either a determination year or
look-back year, the highest paid officer for such year
shall be treated as a highly compensated employee.
<PAGE> 2
For this purpose, the determination year shall be the plan
year. The look-back year shall be the twelve-month period
immediately preceding the determination year.
A highly compensated former employee includes any employee
who separated from service (or was deemed to have
separated) prior to the determination year, performs no
service for the employer during the determination year,
and was a highly compensated active employee for either
the separation year or any determination year ending on or
after the employee's 55th birthday.
If an Employee is, during a determination year or
look-back year, a family member of either a 5 percent
owner who is an active or former employee or a highly
compensated employee who is one of the 10 most highly
compensated employees ranked on the basis of compensation
paid by the Employer or an Affiliated Company during such
year, then the family member and the 5 percent owner or
top-ten highly compensated employee shall be aggregated.
In such case, the family member and 5 percent owner or
top-ten highly compensated employee shall be treated as a
single employee receiving compensation and plan
contributions or benefits equal to the sum of such
compensation and contributions or benefits of the family
member and 5 percent owner or top-ten highly compensated
employee. For purposes of this section, family member
includes the spouse, lineal ascendants and descendants.
The determination of who is a highly compensated employee,
including the determinations of the number and identity of
employees in the top-paid group, the top 100 employees,
the number of employees treated as officers and the
compensation that is considered, will be made in
accordance with section 414(q) of the Code and the
regulations thereunder."
2. Section 2.29 is amended to read as follows:
"'Qualified Joint and Survivor Annuity' shall mean an
immediate annuity for the life of the Participant with a
survivor annuity of 50% for the life of his spouse, as his
contingent annuitant, as described in Option 2 in Section
8.1."
3. Section 4.3 is amended to read as follows:
"I. Excess Deferrals
(a) A Participant's Deferred Contributions shall in no
event exceed $7,979 for the 1990 taxable year of the Participant.
This dollar limitation shall be adjusted annually as provided in
Code Section 415(d) pursuant to regulations. The adjusted
limitation shall be effective as of January 1 of each calendar
year.
-2-
<PAGE> 3
(b) In the event that the dollar limitation provided
for in (a) is exceeded, the Plan Administrator shall direct the
Trustee to distribute such excess amount, and any income (or
loss) allocable to such amount (as provided in (d) below), to the
Participant not later than the first April 15 following the close
of the Participant's taxable year.
(c) In the event that a Participant is also a
participant in (1) another qualified cash or deferred arrangement
(as defined in Code Section 401(k)), (2) a simplified employee
pension (as defined in Code Section 408(k)), or (3) a salary
reduction arrangement (within the meaning of Code Section
3121(a)(5)(D)) and the elective deferrals, as defined in Code
Section 402(g)(3), made under such other arrangement(s) and this
Plan cumulatively exceed $7,979 for 1990 (or such amount adjusted
annually as provided in Code Section 415(d) pursuant to
regulations) for such Participant's taxable year, the Participant
may, not later than March 1 following the close of his taxable
year, notify the Plan Administrator in writing of such excess and
request that his 401(k) contributions under this Plan be reduced
by an amount specified by the Participant. Such amount shall
then be distributed in the same manner as provided in (b). And,
to the extent Employer matching contributions have been made with
respect to an excess deferral, such matching amount (and income
or loss) shall be forfeited.
(d) The income (or loss) allocable to returnable excess
deferrals for a Plan Year shall be determined by the Plan
Administrator in a reasonable manner and need not include any
gain or loss for the period between the end of the Plan Year and
the date of distribution. Income includes all earnings and
appreciation, including such items as interest, dividends, rent,
royalties, gains from the sale of property, appreciation in the
value of stocks, bonds, annuity and life insurance contracts, and
other property, without regard to whether such appreciation has
been realized.
Unless the Plan Administrator elects otherwise for a Plan
Year, the income (or loss) allocable to returnable contributions
for the Plan Year shall be determined by multiplying the income
(or loss) for the Plan Year allocable to employee contributions,
matching contributions, and amounts treated as matching
contributions (whichever is applicable) by a fraction. The
numerator of the fraction shall be the amount of returnable
contributions made on behalf of the employee for the Plan
Year. The denominator of the fraction shall be the total
account balance of the employee attributable to
employee contributions, matching contributions and amounts
treated as matching contributions as of the end of the Plan Year,
reduced by the gain allocable to such total amount for the Plan
Year and increased by the loss allocable to such total amount for
the Plan Year.
II. Actual Deferral Percentage. For purposes of this Section,
"Actual Deferral Percentage" ("ADP") means, with respect to the
Highly Compensated Employee group and Non-Highly Compensated
Employee group for a plan year, the average of the ratios,
calculated
-3-
<PAGE> 4
separately for each member in such group, of the amount of
Deferred Contributions allocated to each member's Deferred
Contribution Account (unreduced by distributions made pursuant to
I(b) and (d) above) for such Plan Year, to such Participant's
Section 415 Compensation for such Plan Year. In the case of a
Highly Compensated Employee who is either a 5% owner or one of
the ten most highly compensated employees, the actual deferral
percentage (ADP) for the Family Member group (which is treated as
one Highly Compensated Employee) is the ADP determined by
combining the elective contributions, compensation and amounts
treated as elective contributions of all eligible Family Members.
Except to the extent taken into account in the preceding
sentence, the contributions, compensation and amounts treated as
elective contributions of all Family Members are disregarded in
determining the ADP for the groups of Highly Compensated
Employees and Non-Highly Compensated Employees.
In the case of a Highly Compensated Employee whose ADP is
determined under the family aggregation rules, the ADP is reduced
in accordance with the "leveling" method described in the
regulations and the excess contributions for the family unit are
allocated among the Family Members in proportion to the
contributions of each Family Member that have been combined.
For purposes of this Section 4.3, a Family Member is an
Employee's spouse, lineal ascendants or descendants or a spouse
of such lineal ascendant or descendent.
III. Actual Deferral Percentage Test.
(a) Maximum Annual Allocation: For each Plan Year, the
annual allocation derived from Deferred Contributions to a
Participant's Deferred Contribution Account shall satisfy one of
the following tests:
(1) The "Actual Deferral Percentage" for the
Highly Compensated Employee group shall not be more than
the "Actual Deferral Percentage" of the Non-Highly
Compensated Employee group multiplied by 1.25, or
(2) The excess of the "Actual Deferral Percentage"
for the Highly Compensated Employee group over the "Actual
Deferral Percentage" for the Non-Highly Compensated
Employee group shall not be more than two percentage
points. Additionally, the "Actual Deferral Percentage"
for the Highly Compensated Employee group shall not exceed
the "Actual Deferral Percentage" for the Non-Highly
Compensated Employee group multiplied by two. This
alternative limitation test cannot be used to satisfy the
Actual Deferral Percentage test and the Matching
Contribution Percentage Test set forth below except as
otherwise provided by Treasury Regulation Section
1.401(m)-2(b), the provisions of which are hereby
incorporated by reference. If multiple use occurs, the
Employer shall reduce
-4-
<PAGE> 5
the actual contribution ration for all Highly Compensated
Employees in the manner provided in the regulations.
(b) For the purposes of Sections II(a) and III, a
Highly Compensated Employee and a Non-Highly Compensated Employee
shall include any Employee eligible to make a Deferred
Contribution, whether or not such contribution was made.
(c) For the purposes of this Section, if two or more
plans which include cash or deferred arrangements are considered
one plan for the purposes of Code Section 401(a)(4) or 410(b),
the cash or deferred arrangements included in such plans shall be
treated as one arrangement. The aggregated plans must also
satisfy Code Sections 401(a)(4) and 410(b) as though they were a
single plan.
(d) For purposes of this Section, if a Highly
Compensated Employee is a member under two or more cash or
deferred arrangements of the Employer, all such cash or deferred
arrangements (other than those that may not be permissively
aggregated as a single arrangement) shall be treated as one cash
or deferred arrangement for the purpose of determining the
deferral percentage with respect to such Highly Compensated
Employee.
IV. Adjustments As A Result of Actual Deferral Percentage
Test. In the event that the initial allocations of the
contributions made pursuant to the Plan do not satisfy one of the
tests set forth in Section III(a), then on or before the 15th day
of the third month following the end of the Plan Year, but in no
event later than the close of the following Plan Year, each
Highly Compensated Employee, beginning with the member having the
highest "Actual Deferral Percentage," shall have his portion of
excess Deferred Contributions (and any income or loss allocable
to such portion as provided in Section I(d) distributed to him,
with such progress repeated, until one of the tests set forth in
Section III(a) is satisfied. Excess contributions to be
distributed for a Plan Year shall be reduced by any excess
contributions previously distributed for such Plan Year.
In lieu of a corrective distribution, the Employer may
make a special contribution to the Employer Accounts of
Non-Highly Compensated Employees in a manner sufficient to
satisfy one of the tests set forth in Section III(a). Such
contribution shall be fully vested and subject to the same
restrictions on withdrawal as apply to Deferred Contributions.
V. Maximum Matching Contribution Percentage.
(a) The "Matching Contribution Percentage" for the
Highly Compensated Employee group shall not exceed the greater
of:
(1) 125% of such percentage for the Non-Highly
Compensated Employee group; or
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<PAGE> 6
(2) the lesser of 200% of such percentage for the
Non-Highly Compensated Employee group, or such percentage
for the Non-Highly Compensated Employee group plus two
percentage points.
(b) For the purposes of this Section V and Section VI,
"Matching Contribution Percentage" for a Plan Year means, with
respect to the Highly Compensated Employee group and Non-Highly
Compensated Employee group, the average of the ratios (calculated
separately for each member in each group) of:
(1) the sum of the Employer matching contributions
contributed under the Plan on behalf of each such member
for such Plan Year; to
(2) the Participant's Section 415 Compensation for
such Plan Year.
(c) In the case of a Highly Compensated Employee who is
either a 5% owner or one of the ten most highly compensated
employees, the actual contribution ratio (ACR) for the family
group (which is treated as one Highly Compensated Employee) is
the ACR determined by combining the contributions and
compensation of all eligible Family Members. Except to the
extent taken into account in the preceding sentence, the
contributions, compensation of all Family Members are disregarded
in determining the actual contribution percentages for the groups
of Highly Compensated Employees and Non-Highly Compensated
Employees. In all cases the determination and treatment of the
"Matching Contribution Percentage" of any Participant shall
satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
(d) For purposes of this Section, if two or more plans
of the Employer to which matching contributions, Employee
contributions, or elective deferrals are made are treated as one
plan for purposes of Code Section 410(b), such plans shall be
treated as one plan for purposes of this Section V. In addition,
if a Highly Compensated Employee participates in two or more
plans described in Code Section 401(a) or arrangements described
in Code Section 401(k) which are maintained by the Employer to
which such contributions are made, all such contributions shall
be aggregated for purposes of this Section V.
(e) For purposes hereof, Highly Compensated Employee
and Non-Highly Compensated Employee shall include any Employee
eligible to have matching contributions allocated to his account
for the Plan Year.
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<PAGE> 7
VI. Adjustments for Excessive Contribution Percentage.
(a) In the event that the "Matching Contribution
Percentage" for the Highly Compensated Employee group exceeds the
"Matching Contribution Percentage" for the Non-Highly Compensated
Employee group pursuant to Section V(a), the Plan Administrator
(on or before the 15th day of the third month following the end
of the Plan Year, but in no event later than the close of the
following Plan Year) shall direct the Trustee to proportionately
distribute to the Highly Compensated Employee group the vested
amount of "Excess Aggregate Contributions" (and any income
allocable to such contributions as provided in (d) of Section I
and forfeit such "Excess Aggregate Contributions" that are not
vested (including income or loss as determined under Section I).
Employer contributions and employee after-tax contributions shall
be returned pro rata as necessary to satisfy this Section. Such
distribution or forfeiture shall be made on behalf of the Highly
Compensated Employee group in the order of their "Matching
Contribution Percentages," beginning with the highest of such
percentages. Forfeitures of "Excess Aggregate Contributions"
shall not be allocated to a Highly Compensated Employee whose
contributions are reduced pursuant to this Section.
In lieu of a corrective distribution, the Company may make
a special contribution to the Deferred Contribution Accounts of
Non-Highly Compensated Employees in a manner sufficient to
satisfy one of the tests set forth in Section V(a). Such
contribution shall be fully vested and subject to the same
restrictions on withdrawal as apply to Participant Deferred
Contributions.
(b) For the purposes of this Section, "Excess Aggregate
Contributions" means, with respect to any Plan Year, the excess
of:
(1) the aggregate amount of contributions pursuant
to Sections VI(b)(1) and VI(c) actually made on behalf of
the Highly Compensated Employee group for such Plan Year,
over
(2) the maximum amount of such contributions
permitted under the limitations of Section VI(a).
(c) The determination of the amount of "Excess
Aggregate Contributions" with respect to any Plan Year shall be
made after:
(1) first determining the excess contributions
pursuant to Section I, and
(2) then determining the excess annual allocations
pursuant to Section III(a).
(d) In the case of a Highly Compensated Employee whose
actual contribution ratio (ACR) is determined under the family
aggregation rules, the ACR is reduced in accordance with the
"leveling" method described in section 1.401(m)-1(e)(2) of the
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<PAGE> 8
regulations and the excess aggregate contributions for the
family unit are allocated among the Family Members in proportion
to the contributions of each Family Member that have been
combined."
4. Section 4.8 is amended by deleting the first paragraph thereof
and substituting therefor the following:
"Notwithstanding anything contained herein to the
contrary, the total annual additions (as defined below) allocated
to the Accounts of a Participant for any Plan Year shall not
exceed the lesser of (i) $30,000, or, if greater, the dollar
limitation in effect under Code Section 415(b)(1)(A), or ((i) 25%
of the Participant's Section 415 Compensation (as defined below).
Annual additions means the sum of the following amounts credited
to a Participants Accounts for the limitation year:
(a) employer contributions,
(b) employee contributions,
(c) forfeitures, and
(d) amounts allocated, after March 31, 1984, to an
individual medical account, as defined in section
415(1)(2) of the Code, which is part of a pension or
annuity plan maintained by the employer. Also amounts
derived from contributions paid or accrued after December
31, 1985, in taxable years ending after such date, which
are attributable to post-retirement medical benefits,
allocated to the separate account of a key employee, as
defined in section 419A(d)(3) of the Code, under a welfare
benefit fund, as defined in section 419(e) of the Code,
maintained by the employer shall be treated as annual
additional.
Section 415 Compensation means wages, salaries, and
fees for professional services and other amounts received
(without regard to whether or not an amount is paid in
cash) for personal services actually rendered by the
employee in the course of employment with the employer
maintaining the plan to the extent that the amounts are
includable in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on
the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits,
reimbursements, and expense allowances), and excluding the
following:
(a) employer contributions to a plan of deferred
compensation which are not includable in the employee's
gross income for the taxable year in which contributed, or
employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by
the employee, or any distributions from a plan of deferred
compensation;
(b) amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or
property) held by the
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<PAGE> 9
employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture;
(c) amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified
stock option; and
(d) other amounts which received special tax
benefits, or contributions made by the employer (whether
or not under a salary reduction agreement) towards the
purchase of an annuity described in section 403(b) of the
Internal Revenue Code (whether or not the amounts are
actually excludable from the gross income of the
employee).
For purposes of applying these limitations, compensation
for a limitation year is the compensation actually paid or
includable in the employee's gross income during such
limitation year."
5. Section 9.2 is amended by adding to the end thereof the
following two paragraphs:
"The Plan Administrator shall provide each Participant,
within the applicable period for such Participant (as defined
below), a written explanation of the qualified preretirement
survivor annuity provided in Section 9.1 above in such terms and
in such a manner as would be comparable to the explanation
provided for meeting the requirements of Section 8.2 applicable
to a Qualified Joint and Survivor Annuity. The applicable period
for a Participant is whichever of the following periods ends
last: (i) the period beginning with the first day of the plan
year in which the Participant attains age 32 and ending with the
close of the Plan Year preceding the Plan Year in which the
Participant attains age 35; or (ii) a reasonable period ending
after the individual becomes a Participant. Notwithstanding the
foregoing, notice must be provided within a reasonable period
ending after separation of service in case of a Participant who
separates from service before attaining age 35.
Notwithstanding anything above in this Section 9.2 to the
contrary, a designation of a beneficiary other than the
Participant's spouse by a Participant who has not attained age 35
will not be valid unless the Participant receives a written
explanation of the qualified preretirement survivor annuity
provided by Section 9.1 in such terms as are comparable to the
explanation required under Section 8.2. Further, the qualified
preretirement survivor annuity coverage of Section 9.1 will be
automatically reinstated, i.e., the Participant's spouse will
automatically again become his sole beneficiary entitled to the
annuity provided in Section 9.1, as of the first day of the Plan
Year in which the Participant attains age 35 unless a new
beneficiary designation is filed by the Participant on or after
such date, which new designation complies in full with the above
requirements of this Section 9.2 concerning spousal consent."
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<PAGE> 10
6. Section 13.11(b) is amended by changing the fourth sentence
thereof to read as follows:
"A permissive aggregation group is the required
aggregation group of plans plus any other plan or plans of the
Employer which, when considered as a group with the required
aggregation group, would continue to satisfy the requirements of
Code Section 401(a)(4) and 410."
7. Section 14.3(b) is amended to read as follows:
"The promissory note shall provide for the payment of
equal monthly installments of principal and interest on the
unpaid balance of principal at the fixed annual rate set forth in
Section 14.2(c) on the date the note is executed. The note shall
further provide, with respect to a person who is an Employee,
that the payments shall be through payroll deductions."
All terms used herein that are defined in the Plan shall have the
same meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue in
full force and effect and the Plan and this amendment shall be read, taken and
construed as one and the same instrument.
This amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
and the same instrument.
IN WITNESS WHEREOF, this Third Amendment has been executed on
this ____________, 1992, effective for all purposes as provided above.
PLAN ADMINISTRATOR,
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
By:
------------------------------
Chairman
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<PAGE> 1
EXHIBIT 99.3
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(FOURTH AMENDMENT)
WHEREAS, there is reserved to the Employee Benefits Committee of the
Company as the Plan Administrator of the Santa Fe Energy Resources Savings
Investment Plan (the "Plan") in Section 11.1 of the Plan the right to amend the
Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Employee Benefits Committee deems it advisable to amend
the Plan in the manner hereafter set forth;
NOW, THEREFORE, this Fourth Amendment to the Plan is hereby adopted
effective as of March 1, 1992:
1. Section 2.13 of the Plan is amended to read as follows:
"'Eligible Class' shall mean an Employee of a
Participating Company assigned to a permanent position
other than (1) a nonresident alien, (2) a 'leased
employee' within the meaning of Section 414(n) of the
Code, (3) an Employee who is included in a bargaining unit
that has a collective bargaining agreement with the
Participating Company, unless the agreement provides for
participating in the Plan by an Employee employees in such
unit, or (4) an hourly paid Employee or an Employee in a
class or group designated by the Employer as not being
eligible to participate. If the merger of Adobe Resources
Corporation into the Company is consummated and the Adobe
401(k) plan is terminated prior to such merger, the
employees of Adobe and its subsidiaries who were eligible
to participate in the Adobe 401(k) plan at the time of its
termination shall not be 'Employees in the Eligible Class'
for purposes of this Plan until the first Entry Date that
is more than 12 months after the final distribution of all
assets from the terminated Adobe 401(k) Plan."
2. Section 2.23 of the Plan is amended by adding a sentence thereto
to read as follows:
"'Participant' shall also include an Employee who makes a
rollover contribution to the Plan pursuant to Section
4.9."
<PAGE> 2
3. Section IV of the Plan is amended by adding thereto a new
Section 4.9 to read as follows:
"4.9. An Employee who is in the Eligible Class but elects
not to make contributions to the Plan pursuant to Section
4.1 shall be eligible to make a rollover contribution to
the Plan in cash or by check acceptable to the Plan,
provided such contribution satisfies the requirements of
Section 402(a) of the Code as being a 'qualified
rollover,' and the Employee satisfies such other
administrative requirements concerning such rollover
contributions as may be required, including designating
the investment fund(s) for such contribution. Rollover
contributions are not subject to a Company matching
contribution."
4. Section 5.1 of the Plan is amended to read as follows:
"For the purpose of investing contributions under this
Plan, the Company shall establish one or more trusts or
enter into one or more group annuity contracts with one or
more insurers, or may establish a combination of one or
more trusts or insurance contracts. The Plan
Administrator shall have the responsibility for selecting
the investment funds offered hereunder and may, from
time-to-time, select substitute funds, establish
additional funds, or delete funds for the purpose of
investing amounts derived from contributions hereunder.
Until changed as provided above, contributions to the Plan
shall be invested in Funds 1 through 5, in accordance with
Section 5.2, as provided below:
Fund 1 or 'Fixed Interest Fund' is a fund derived from
contributions which shall be invested by the Trustee on a
fixed income basis, which may include guaranteed interest
contracts issued by one or more insurance companies or
banks, a mutual fund and/or a bank or trust company
collective trust fund that invests primarily in similar
assets and/or in money market types of investments. Such
investment shall 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.
Fund 2 or 'S&P Index Fund' is a fund derived from
contributions which shall be invested by the Trustee in an
equity account consisting of investments that attempt to
mirror the performance of the Standard & Poors' Composite
Stock Index ('S&P 500').
Fund 3 or 'Company Stock Fund' is a fund derived from
contributions which shall be invested by the Trustee in
the common stock of the Company ('Company Stock'). Common
Stock may be purchased by the Trustee and/or the Company
or any Participating Company may make a contribution of
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<PAGE> 3
Common Stock in kind with respect to all or a portion of
the contribution which is to be invested in Fund 3.
Dividends and other distributions or amounts received in
respect of Company Stock held by the Trustee 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 determined on
the basis of the number of such 'old' shares in each
Participant's account on the prior Valuation Date.
Fund 8 or 'Equity Growth Fund' is a fund derived from
contributions which shall be invested by the Trustee
primarily in common stocks, with this fund's objective
being long-term capital appreciation.
Fund 4 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 a reasonable income, and capital
appreciation without significant risk.
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.
The Plan Administrator shall obtain descriptions of the
investment choices available for the purpose of informing
Participants with respect thereto. To the extent the Plan
gives a Participant investment discretion with respect to
this Accounts, the selection of investment choices is the
sole responsibility of each Participant, and no Employee
or representative of the Company or any Participating
Company is authorized to make any recommendation to any
Participant with respect to his investment choices. If
elected by the Participants, 100% of the Plan's assets may
be invested in Company Stock.
In addition to the above, the Plan Administrator shall
cause to be maintained the following separate funds with
respect to those Participants whose Transferred SFP Plan
Accounts included SFP Stock or Realty Stock:
Fund 5 or 'SFP Stock Fund,' which shall consist of the
shares of common stock of Santa Fe Pacific Corporation
('SFP Stock') allocated to such Participant's transferred
accounts. No additional shares of SFP Stock shall be
purchased under the SFP Stock Fund after the transfer date
and all distributions with respect to the SFP Stock
therein, other than SFP Stock, shall be automatically
reinvested in the Company Stock Fund.
Fund 6 or 'Realty Fund,' which shall consist of the shares
of common stock of Catellus Development Corporation
('Realty Stock') allocated to such Participant's
transferred accounts as of the transfer date. No
additional Realty Stock shall be
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<PAGE> 4
purchased under the Realty Fund after the transfer date
and all distributions with respect to the Realty Stock,
other than Realty Stock, shall be automatically
reinvested in the Company Stock Fund.
The continuation of the SFP Stock Fund and Realty Fund
under the Plan shall be at the discretion of the Plan
Administrator, who may, upon giving reasonable notice to
the effected Participants, eliminate either or both of
such Funds. If the event the Funds are eliminated and the
Participant has not made a reinvestment election with
respect to the proceeds of such Funds upon their
elimination, such liquidation proceeds shall be
automatically reinvested in Fund 1."
5. Section 5.2 of the Plan is amended to read as follows:
"5.2 Prior to the date the Employee becomes a
Participant hereunder, he must make an investment election
which will apply to the investment of all his Deferred
Contributions. If a Participant wishes to utilize more
than one Fund, he shall notify the Company in writing as
to the percentage of the contributions to be invested in
each Fund. Such percentage must be either 25% or an exact
multiple of 25%, e.g., 25%, 50% or 100%.
All Employer Contributions and Employer Bonus
Contributions made by a Participating Company on behalf of
a Participant shall be automatically invested 100% in Fund
3, the Company Stock Fund."
6. Section 5.3 is amended to read as follows:
"5.3 A Participant may change his investment election
with respect to his future Deferred Contributions to be
made under the Plan as of any future Entry Date. Such
change shall be limited to the investment choices
described in Section 5.2, other than the transferred SFP
Stock Fund and Realty Fund. The Participant's election to
change his investment election must be made in writing to
the Company and, if the Participant wishes to utilize more
than one Fund, he must specify the percentage of the
Accounts to be invested in each Fund with such percentage
being either 25% or an exact multiple of 25%, e.g., 25%,
50% or 100%. Elections shall be processed by the Company
as soon as reasonably practicable after its receipt, but
will always be effective on an Entry Date."
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<PAGE> 5
7. Section 5.5 is amended to read as follows:
"5.5 The value of a Participant's Accounts which are
held in Fund 2, 4, or 8 maintained hereunder shall be
determined as of each Valuation Date by:
(a) First, allocating the Net Gains or Losses of such
Fund since the preceding Valuation Date to each
Participant's Accounts within such Fund in the same
proportion as such Accounts for each Participant bore to
the sum of all such Accounts for all Participants as of
the preceding Valuation Date,
(b) Second, crediting the monthly Participant's Deferred
Contributions and Company Contributions designated for
investment in such Fund and any transfers from the other
investment funds to the respective Participant's Accounts
within such Fund since the preceding Valuation Date, and
(c) Last, deducting transfers to the other investment
funds from the Participant's Accounts maintained within
such Fund and any withdrawals and distributions (including
loans) from his respective Accounts maintained within such
Fund since the preceding Valuation Date."
8. Section 5.6(b) of the Plan is amended to read as follows:
"(b) 'Net Gains or Losses' shall mean, with respect to
Fund 2, 4 or 8, the fair market value of the assets as of
the most recent date preceding or coinciding with the
current Valuation Date hereunder, over such which was
utilized for the prior Valuation Date, less the sum of any
deposits plus the sum of any withdrawals, loans,
distributions or other deductions, if any, made to pay any
expenses incurred with respect to the operations of such
Fund."
9. Section 5.10 is amended to read as follows:
"5.10 A Participant may elect to transfer all or a
portion of the value of his Accounts from one Fund to
another (other than to the SFP Stock Fund or Realty Fund);
provided, however, that separate elections to transfer
separate Participant Accounts within a Fund may not be
made. The Participant's election to transfer must be made
in writing to the Company and must specify the percentage
of his Accounts to be transferred from the Fund in
multiples of 25% and must further specify the percentage
of such transferred amount that is to be reinvested in one
or more other Funds as designated by the Participant also
in multiples of 25%. Any such change shall be made
operative as of the first Valuation Date which is at least
seven working days after the date such election is
received by the Company."
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<PAGE> 6
All terms used herein that are defined in the Plan shall have the same
meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue in full
force and effect and the Plan and this amendment shall be read, taken and
construed as one and the same instrument.
This amendment may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, this Fourth Amendment has been executed on this
____________, 1992, effective for all purposes as provided above.
PLAN ADMINISTRATOR,
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
By:___________________________
Chairman
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<PAGE> 1
EXHIBIT 99.4
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(FIFTH AMENDMENT)
WHEREAS, there is reserved to the Employee Benefits Committee of the
Company as the Plan Administrator of the Santa Fe Energy Resources Savings
Investment Plan (the "Plan") in Section 11.1 of the Plan the right to amend the
Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Employee Benefits Committee deems it advisable to amend
the Plan in the manner hereafter set forth;
NOW, THEREFORE, this Fifth Amendment to the Plan is hereby adopted
effective as of August 1, 1993:
Section 14.2(g) of the Plan is amended to read as follows:
"The Plan Administrator shall establish rules concerning
the frequency with which loans may be made under the Plan.
Such rules, as changed from time to time, shall be applied
in a uniform and nondiscriminatory manner and shall be
communicated in writing to all eligible Participants."
All terms used herein that are defined in the Plan shall have the same
meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue in full
force and effect and the Plan and this amendment shall be read, taken and
construed as one and the same instrument.
This amendment may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute but one and the
same instrument.
<PAGE> 2
IN WITNESS WHEREOF, this Fifth Amendment has been executed on this
August 10, 1993, effective for all purposes as provided above.
PLAN ADMINISTRATOR,
SANTA FE ENERGY RESOURCES SAVINGS
INVESTMENT PLAN
By:________________________________
Chairman
-2-
<PAGE> 1
EXHIBIT 99.5
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(SIXTH AMENDMENT)
WHEREAS, there is reserved to the Employee Benefits Committee of the
Company as the Plan Administrator of the Santa Fe Energy Resources Savings
Investment Plan (the "Plan") in Section 11.1 of the Plan the right to amend the
Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Employee Benefits Committee deems it advisable to amend
the Plan in the manner hereafter set forth;
NOW, THEREFORE, this Sixth Amendment to the Plan is hereby adopted
effective as provided below:
1. Section 2.8 of the Plan is amended as of January 1, 1994 by
adding thereto the following:
"In addition to other applicable limitations set forth in
the Plan, and notwithstanding any other provision of the
Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual compensation of each employee
taken into account under the Plan shall not exceed the
OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is $150,000, as adjusted by the
Commissioner for increases in the cost of living in
accordance with section 401(a)(17)(B) of the Internal
Revenue Code. The cost-of-living adjustment in effect for
a calendar year applies to any period, not exceeding 12
months, over which compensation is determined
(determination period) beginning in such calendar year.
If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the
number of months in the determination period, and the
denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any
reference in this plan to the limitation under section
401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision.
If compensation for any prior determination period is
taken into account in determining an employee's benefits
accruing in the current Plan Year, the compensation for
that prior determination period is subject to the OBRA '93
annual
<PAGE> 2
compensation limit in effect for that prior determination
period. For this purpose, for determination periods
beginning before the first day of the first Plan Year
beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000."
2. Section VIII of the Plan is amended as of January 1, 1993 by
adding thereto a new Section 8.7 to read as follows:
"8.7 This Section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a
distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the
plan administrator, to have any portion of an eligible
rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct
rollover.
Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that
an eligible rollover distribution does not include: any
distribution that is one of a series of substantially
equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such
distribution is required under section 401(a)(9) of the
Code; and the portion of any distribution that is not
includible in gross income (determined without regard to
the exclusion for net unrealized appreciation with respect
to employer securities).
Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in section
408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified
trust described in section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan
is an individual retirement account or individual
retirement annuity.
Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former
employee's surviving spouse and the employee's or former
employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, are distributees
with regard to the interest of the spouse or former
spouse.
-2-
<PAGE> 3
Direct rollover: A direct rollover is a payment by the plan to the eligible
retirement plan specified by the distributee."
All terms used herein that are defined in the Plan shall have the same
meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue in full
force and effect and the Plan and this amendment shall be read, taken and
construed as one and the same instrument.
This amendment may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, this Sixth Amendment has been executed on this
December 20, 1994, effective for all purposes as provided above.
PLAN ADMINISTRATOR,
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
By: /s/ [ILLEGIBLE]
________________________________
Chairman
-3-
<PAGE> 1
EXHIBIT 99.6
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(SEVENTH AMENDMENT)
WHEREAS, there is reserved to the Employee Benefits Committee of
the Company as the Plan Administrator of the Santa Fe Energy Resources Savings
Investment Plan (the "Plan") in Section 11.1 of the Plan the right to amend the
Plan, subject to certain restrictions set forth therein; and
WHEREAS, the Employee Benefits Committee deems it advisable to
amend the Plan in the manner hereafter set forth;
NOW, THEREFORE, this Seventh Amendment to the Plan is hereby
adopted effective as of January 1, 1992, except Item 2 below which shall be
effective as of the 1990 Plan Year:
1. The first sentence of Section 4.1 is amended to read as follows:
"Each Employee who is eligible to participate in the Plan
must, in order to participate, elect to have his
Compensation reduced each payroll period by either a whole
percentage (not to exceed 12%) or a dollar amount equal to
the maximum dollar amount permitted by Section 402(g) of
the Code for such Plan Year divided by the number of
payroll periods in the Plan Year or, upon a Participant's
initial participation following his date of hire or
rehire, the number of payroll periods remaining in the
Plan Year, and to have the amount by which his
Compensation is reduced contributed to the Plan by his
Employer on his behalf as before-tax Deferred
Contributions."
2. The sixth line of the first paragraph of Section 4.8 is amended
by inserting "1/4 of" before "the dollar limitation" on said line.
3. The third paragraph of Section 4.8 is amended to read as follows:
"If, as a result of the allocation of forfeitures, a
reasonable error in estimating a Participant's
compensation, a reasonable error in determining the amount
of 401(k) contributions that may be made by a Participant,
or such other facts and circumstances as
<PAGE> 2
the Commissioner approves, the annual additions exceed the
applicable limitations set forth above, the unmatched
401(k) contributions of the Participant shall first be
returned to the extent necessary, then the Employer
contributions for the Plan Year beginning first with
matching contributions which cause the excess (and the
income thereon) shall be placed in a suspense account and
used to reduce Employer contributions for that Participant
for the next Plan Year (and succeeding Plan Years, as
necessary) if that Participant is covered by the Plan as
of the end of the Plan Year. If the Participant is not
covered by the Plan as of the end of the Plan Year, the
amount in the suspense account shall be reallocated the
next Plan Year to the remaining Participants as additional
Employer contributions, subject to the limits of this
Section."
4. Subclauses (1) and (3) of the third paragraph of Section 7.2 are
amended to read as follows:
"(1) Expenses for medical care described in
Section 213(d) of the Code incurred by the Participant,
the Participant's spouse, or any dependents of the
Participant (as defined in Section 152 of the Code) or
necessary for such persons to obtain such medical care;
. . . .
(3) Payment of tuition and related educational
expenses for the next 12 months of post-secondary
education for the Participant, his spouse, children, or
dependents;"
5. Subclause (3) of the fourth paragraph of Section 7.2 is amended
to read as follows:
"(3) If a withdrawal is to be made from the
Participant's Deferred Contributions Account, the
Participant's contributions under the Plan and all other
plans of the employers (other than welfare benefit plans)
will be suspended for 12 months after receipt of the
hardship withdrawal and the Participant may not elect
Deferred Contributions for the Participant's taxable year
immediately following the taxable year of the hardship
withdrawal in excess of the applicable limit under Section
402(g) of the Code for such taxable year less the amount
of such Participant's Deferred Contributions for the
taxable year of the hardship withdrawal; and"
6. The second sentence of the last paragraph of Section 7.2 is
amended to read as follows:
-2-
<PAGE> 3
"The total amount to be so withdrawn shall be that
specified in such written notice (which, with respect to a
hardship withdrawal, may include any amounts (other than
from earnings) necessary to pay any taxes or penalties
reasonably anticipated to result from the withdrawal) and
such withdrawal shall be made pro rata from the respective
investment Funds in which such Account is invested."
All terms used herein that are defined in the Plan shall have the
same meanings given to such terms in the Plan, except as otherwise expressly
provided herein.
Except as amended and modified hereby, the Plan shall continue in
full force and effect and the Plan and this amendment shall be read, taken and
construed as one and the same instrument.
This amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall constitute but one
and the same instrument.
IN WITNESS WHEREOF, this Seventh Amendment has been executed on
this November 10, 1994, effective for all purposes as provided
above.
PLAN ADMINISTRATOR,
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
By: /s/
----------------------------------
Chairman
-3-
