SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Final Amendment)
SANTA FE ENERGY RESOURCES, INC.
(Name of Issuer)
SANTA FE ENERGY RESOURCES, INC.
(Name of Person(s) Filing Statement)
Convertible Preferred Stock, 7% Series,
Par Value $0.01 Per Preferred Share
(Title of Class of Securities)
802012 20 3
(CUSIP Number of Class of Securities)
Mark A. Older
Secretary
Santa Fe Energy Resources, Inc.
1616 South Voss Road, Suite No. 1000
Houston, TX 77057
(713) 507-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
Copy to:
G. Michael O'Leary, Esq.
Andrews & Kurth L.L.P.
Texas Commerce Tower
600 Travis, Suite 4200
Houston, TX 77002
(713) 220-4200
October 22, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4, dated October 22, 1996, relating to the tender
offer (the "Offer") by Santa Fe Energy Resources, Inc., a Delaware corporation
(the "Company"), to purchase up to 4,500,000 shares of the Company's Convertible
Preferred Stock, 7% Series, par value $0.01 per share (the "Preferred Shares"),
at $24.50 per Preferred Share, net to the seller in cash.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby amended and supplemented by the addition of the
following:
The total number of Preferred Shares accepted for payment and purchased
pursuant to the Offer was 3,776,056 Preferred Shares, which constitutes
approximately 75.5% of the outstanding Preferred Shares.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the addition of the
following, which is attached hereto as an exhibit:
(a)(11) Form of Press Release dated November 20, 1996.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SANTA FE ENERGY RESOURCES, INC.
By: /s/ James L. Payne
-----------------------------------
James L. Payne
President and Chief Executive Officer
Dated: November 26, 1996
Exhibit 99.1
[Letterhead of Santa Fe Energy Resources, Inc.]
SANTA FE ENERGY RESOURCES ANNOUNCES
OUTCOME OF STOCK TENDER OFFER
Houston, Texas -- November 20, 1996
Santa Fe Energy Resources (NYSE: SFR) today announced that its cash tender offer
for up to 4.5 million shares of the Company's Convertible Preferred Stock, 7%
Series (NYSE:SFRpr) expired at 12:00 midnight EST on Tuesday, November 19, 1996,
as scheduled and in accordance with the terms of the offer. The offer, which
commenced on October 22, 1996, specified a purchase price of $24.50 per
preferred share.
Santa Fe Energy said that it has accepted for purchase all of the 3,776,056
shares validly tendered and not properly withdrawn prior to expiration of the
offer (including about 106,000 shares subject to guarantee of delivery) for a
total price of approximately $92.5 mullion. The Company expects to make payment
for the shares promptly.
Santa Fe Energy Resources is an independent oil and gas exploration and
production company with headquarters in Houston, Texas. It has production in the
United States, Argentina and Indonesia with additional exploration activities in
several other regions of the world. Its common stock is traded on the New York
Stock Exchange under the symbol SFR.
-End-
