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, 1995
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
SANTA FE ENERGY RESOURCES, INC.
1616 SOUTH VOSS ROAD
HOUSTON, TEXAS 77057
1 of 20
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
Page
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Report of Independent Accountants 4
Statement of Net Assets Available for Plan Benefits,
with Fund Information at December 31, 1995 5
Statement of Net Assets Available for Plan Benefits,
with Fund Information at December 31, 1994 6
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information For the Year Ended December 31, 1995 7
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information For the Year Ended December 31, 1994 8
Notes to Financial Statements 9-15
(b) Additional Information*:
Item 27a - Schedule of Assets Held For Investment Purposes at
December 31, 1995 17
Item 27d - Schedule of Reportable Transactions For
the Year Ended December 31, 1995 18
* All other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable or the required information is
shown in the financial statements or the notes thereto.
(c) Exhibits:
No. 24 - Consent of Independent Accountants 20
- 2 -
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: /s/ MARK A. OLDER
Mark A. Older
Member - Employee Benefits Committee
Date: June 27, 1996
- 3 -
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Employee Benefits Committee of
Santa Fe Energy Resources Savings Investment Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Santa Fe Energy Resources Savings Investment Plan at
December 31, 1995 and 1994, and the changes in net assets available for plan
benefits 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 purposes at December 31, 1995 and schedule of reportable
transactions for the year ended December 31, 1995 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
net assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
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.
Houston, Texas
May 29, 1996
- 4 -
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------
Fixed S&P Company
Interest Index Stock Wellington
Fund Fund Fund Fund
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
TCB - Short-term investment $ 887,481 $ 78,795 $ 164,978 $ 50,775
Santa Fe Energy Resources, Inc.
common stock 6,590,526
Mutual funds 2,006,197
Commingled trust funds 3,215,248 4,567,388
Loans to participants
------------ ----------- ----------- -----------
4,102,729 4,646,183 6,755,504 2,056,972
Investments, at contract value:
Prudential Investment Contract 7,330,862
Travelers Investment Contract 3,602,166
------------ ----------- ----------- -----------
Total investments 15,035,757 4,646,183 6,755,504 2,056,972
Receivables:
Employer contribution 16,223 461,857
Employee contribution 6,239 11,250
Accrued interest and dividends 315,341 525 683 204
Other 10,551
------------ ----------- ----------- -----------
Total receivables 315,341 16,748 479,330 11,454
------------ ----------- ----------- -----------
Total assets 15,351,098 4,662,931 7,234,834 2,068,426
Liabilities:
Miscellaneous payables (51,983)
------------ ----------- ----------- -----------
Total liabilities (51,983)
------------ ----------- ----------- -----------
Net assets available for plan benefits $ 15,351,098 $ 4,662,931 $ 7,234,834 $ 2,016,443
============ =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------
Growth
Equity Loan
Fund Fund Total
----------- ----------- ------------
<S> <C> <C> <C>
ASSETS
Investments, at fair value:
TCB - Short-term investment $ 49,809 $ 1,231,838
Santa Fe Energy Resources, Inc.
common stock 6,590,526
Mutual funds 1,619,496 3,625,693
Commingled trust funds 7,782,636
Loans to participants $ 1,428,646 1,428,646
----------- ----------- ------------
1,669,305 1,428,646 20,659,339
Investments, at contract value:
Prudential Investment Contract 7,330,862
Travelers Investment Contract 3,602,166
----------- ----------- ------------
Total investments 1,669,305 1,428,646 31,592,367
Receivables:
Employer contribution 478,080
Employee contribution 11,067 28,556
Accrued interest and dividends 190 316,943
Other 10,551
----------- ----------- ------------
Total receivables 11,257 834,130
----------- ----------- ------------
Total assets 1,680,562 1,428,646 32,426,497
Liabilities:
Miscellaneous payables (65,624) (117,607)
----------- ----------- ------------
Total liabilities (65,624) (117,607)
----------- ----------- ------------
Net assets available for plan benefits $ 1,614,938 $ 1,428,646 $ 32,308,890
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
- 5 -
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------------------------------------
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>
ASSETS
Investments, at fair value:
Cash ............................... $ 46,564 $ 14,965 $ 7,507 $ 8,771 $ 6,439 $ 84,246
TCB - Short-term investment ........ 101,513 44,781 157,827 22,340 22,411 348,872
Santa Fe Energy Resources
common stock ..................... 4,860,902 4,860,902
Mutual funds ....................... 1,240,564 654,325 1,894,889
Commingled trust funds ............. 3,503,181 2,883,320 6,386,501
Loans to participants .............. $ 1,383,024 1,383,024
----------- ---------- ---------- ---------- ---------- ----------- -----------
3,651,258 2,943,066 5,026,236 1,271,675 683,175 1,383,024 14,958,434
Investments, at contract value:
Prudential Investment Contract ..... 7,930,037 7,930,037
Travelers Investment Contract ...... 3,894,064 3,894,064
----------- ---------- ---------- ---------- ---------- ----------- -----------
Total investments .......... 15,475,359 2,943,066 5,026,236 1,271,675 683,175 1,383,024 26,782,535
Receivables:
Employer contribution .............. 366,210 366,210
Accrued interest and dividends ..... 82,070 260 736 19,827 7,793 11,407 122,093
----------- ---------- ---------- ---------- ---------- ----------- -----------
Total receivables .......... 82,070 260 366,946 19,827 7,793 11,407 488,303
----------- ---------- ---------- ---------- ---------- ----------- -----------
Net assets available for plan benefits $15,557,429 $2,943,326 $5,393,182 $1,291,502 $ 690,968 $ 1,394,431 $27,270,838
=========== ========== ========== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
- 6 -
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
Fixed S&P Company
Interest Index Stock Wellington
Fund Fund Fund Fund
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:-
Investment income:
Interest and dividends ............ $ 954,769 $ 5,249 $ 8,253 $ 42,770
Net unrealized appreciation
in value of investments ......... 1,083,976 958,943 327,082
Net realized gain on sale of assets 16,293 115,972 11,854
Contributions:
Employer ............................. 1,294,377
Employees ............................ 840,613 324,916 151,741 208,153
Transfers from other plans ........... 66,096 184,139 50,619 3,682
------------ ----------- ----------- -----------
Total additions ................. 1,861,478 1,614,573 2,579,905 593,541
------------ ----------- ----------- -----------
Deductions to net assets attributed to:
Loan defaults
Net distributions to participants .... (1,261,221) (218,487) (406,450) (60,230)
Interfund transfers .................. (806,588) 323,519 (331,803) 191,630
------------ ----------- ----------- -----------
Total deductions ................ (2,067,809) 105,032 (738,253) 131,400
------------ ----------- ----------- -----------
Net increase (decrease) ................. (206,331) 1,719,605 1,841,652 724,941
Net assets available for plan benefits:
Beginning of period .................. 15,557,429 2,943,326 5,393,182 1,291,502
------------ ----------- ----------- -----------
End of period ........................ $ 15,351,098 $ 4,662,931 $ 7,234,834 $ 2,016,443
============ =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
------------------------------------------
Growth
Equity Loan
Fund Fund Total
----------- ----------- ------------
<S> <C> <C> <C>
Additions to net assets attributed to:-
Investment income:
Interest and dividends ............ $ 3,038 $ 104,196 $ 1,118,275
Net unrealized appreciation
in value of investments ......... 239,786 2,609,787
Net realized gain on sale of assets 554 144,673
Contributions:
Employer ............................. 1,294,377
Employees ............................ 172,696 1,698,119
Transfers from other plans ........... 4,141 308,677
----------- ----------- ------------
Total additions ................. 420,215 104,196 7,173,908
----------- ----------- ------------
Deductions to net assets attributed to:
Loan defaults ........................ (89,702) (89,702)
Net distributions to participants .... (99,766) (2,046,154)
Interfund transfers .................. 603,521 19,721 0
----------- ----------- ------------
Total deductions ................ 503,755 (69,981) (2,135,856)
----------- ----------- ------------
Net increase (decrease) ................. 923,970 34,215 5,038,052
Net assets available for plan benefits:
Beginning of period .................. 690,968 1,394,431 27,270,838
----------- ----------- ------------
End of period ........................ $ 1,614,938 $ 1,428,646 $ 32,308,890
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
- 7 -
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fund Information
---------------------------------------------------------
Fixed S&P Company
Interest Index Stock Wellington
Fund Fund Fund Fund
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:-
Investment income:
Interest and dividends .......... $ 995,177 $ 2,552 $ 4,627 $ 60,088
Net unrealized appreciation
(depreciation) in value of
investments .................... 36,763 (678,971) (59,948)
Net realized gain (loss) on
sale of assets ................. 2,831 (34,895) (1,866)
Contributions:
Employer ........................... 1,352,069
Employees .......................... 884,421 339,719 175,864 200,992
Transfers from other plans ......... 354,600 66,066 3,322 82,424
------------ ----------- ----------- -----------
Total additions ............... 2,234,198 447,931 822,016 281,690
------------ ----------- ----------- -----------
Deductions to net assets attributed to:
Net distributions to participants .. (3,316,576) (424,276) (705,605) (285,061)
Interfund transfers ................ 570,971 (162,787) (394,531) 65,275
------------ ----------- ----------- -----------
Total deductions .............. (2,745,605) (587,063) (1,100,136) (219,786)
------------ ----------- ----------- -----------
Net increase (decrease) ............... (511,407) (139,132) (278,120) 61,904
Net assets available for plan benefits:
Beginning of period ................ 16,068,836 3,082,458 5,671,302 1,229,598
------------ ----------- ----------- -----------
End of period ...................... $ 15,557,429 $ 2,943,326 $ 5,393,182 $ 1,291,502
============ =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------
Growth
Equity Loan
Fund Fund Total
--------- ----------- ------------
<S> <C> <C> <C>
Additions to net assets attributed to:-
Investment income:
Interest and dividends .......... $ 8,964 $ 155,209 $ 1,226,617
Net unrealized appreciation
(depreciation) in value of
investments .................... 13,928 -- (688,228)
Net realized gain (loss) on
sale of assets ................. 84 -- (33,846)
Contributions:
Employer ........................... -- 1,352,069
Employees .......................... 129,839 -- 1,730,835
Transfers from other plans ......... 9,500 -- 515,912
--------- ----------- ------------
Total additions ............... 162,315 155,209 4,103,359
--------- ----------- ------------
Deductions to net assets attributed to:
Net distributions to participants .. (113,813) -- (4,845,331)
Interfund transfers ................ (38,960) (39,968) 0
--------- ----------- ------------
Total deductions .............. (152,773) (39,968) (4,845,331)
--------- ----------- ------------
Net increase (decrease) ............... 9,542 115,241 (741,972)
Net assets available for plan benefits:
Beginning of period ................ 681,426 1,279,190 28,012,810
--------- ----------- ------------
End of period ...................... $ 690,968 $ 1,394,431 $ 27,270,838
========= =========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
- 8 -
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 a more complete description of the Plan's
provisions, as the document is controlling at all times.
GENERAL
The Plan is a defined contribution plan, 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).
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.
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.
Eligible employees may become participants in the Plan by authorizing regular
payroll deductions and designating investment allocations for such deductions.
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
$9,240 in 1995 and 1994, respectively. This limitation is adjusted annually to
reflect cost-of-living adjustments. Further, the Internal Revenue Code (Code)
limits the total amount of contributions and forfeitures to the Plan (and all
other defined contribution plans of the Company) to the lesser of 25% of total
annual compensation or $30,000 per participant. The Plan is also subject to the
"top-heavy" rules of the 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 1995 or 1994.
- 9 -
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 his annual base pay. Employer Matching Contributions
are entirely in the form of Company stock and held in the Company Stock Fund.
At the end of each fiscal year, the Company may elect to make an additional
matching contribution (Performance Match Contribution) if the performance of the
Company meets or exceeds certain goals for that year. Under the Performance
Match 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, 1995 and 1994, the Company made Performance Match Contributions of
$377,870 and $362,550, respectively. The Performance Match Contribution amounts
for 1995 and 1994 are accrued as a receivable from employer in the statement of
financial condition at December 31, 1995 and 1994, respectively. Performance
Match Contributions are entirely in the form of Company stock and held 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 Code or be made by a direct trust-to-trust transfer.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution, and
allocations of (a) the Company's contribution, (b) Plan earnings of each fund in
which the participant has invested and (c) forfeitures of terminated
participants' nonvested accounts on the same basis used to record assets in the
financial statements. Forfeitures totaled $24,988 at December 31, 1995.
VESTING
Participants are 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.
INVESTMENTS
Participants can direct their investment decisions up to 12% of their annual
base pay into one or all of the investment funds. Contribution rates may be
changed at any time.
As of December 31, 1995, the five investment funds of the Plan were as follows:
o FUND 1 - the "Fixed Interest Fund" is a fund invested on a fixed income
basis, 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.
- 10 -
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.
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 invested in a diversified and balanced mix of bonds and
common stocks, with the objectives of principal preservation and
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 Growth Portfolio" or
"Growth Equity Fund" is derived from contributions invested primarily in
common stocks with the objective of long-term capital appreciation. The
fund is managed by the Vanguard Group of Investment Companies.
Notwithstanding the foregoing, the trustee may invest such portion of a fund in
cash or short-term cash equivalents for liquidity purposes.
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 1995, $652,925 of new loans were issued to participants and $467,340 of
principal payments were received from participants. The interest rate charged on
loans from the Plan at December 31, 1995 ranged from 6.875 to 10.75% 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 his accounts will
be paid to his 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.
- 11 -
Forfeitures of unvested employer contributions are applied against future
employer contributions. The amount of forfeitures for the years ended December
31, 1995 and 1994 was $24,988 and $33,186, respectively.
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 the Employee
Retirement Income Security Act of 1974 (ERISA). In the event of Plan
termination, participants become fully vested in their accounts.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
METHOD OF ACCOUNTING
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.
VALUATION OF INVESTMENTS
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 is based upon published quotations for the last
business day of the Plan year. The valuation of the investment in 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.
CONTRIBUTIONS
Employee contributions are recorded in the period during which the Company makes
payroll deductions from the Plan participants' earnings. Matching Company
contributions are recorded in the same period.
INCOME RECOGNITION
Investment income for dividends and interest is recorded on the accrual basis,
with dividends accrued on the ex-dividend date.
BENEFITS
Benefit claims are accrued when they have been processed and approved for
payment by the Plan. Claims processed and approved, but not paid at December 31,
1995, are not shown as liabilities on the statement of net assets available for
plan benefits but are reflected as liabilities on the Plan's 5500.
EXPENSES
Plan administrative expenses are borne by the Company.
- 12 -
NOTE 3 - INVESTMENTS:
The following table presents the Plan's investments; investments that represent
5 percent or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31,
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Investments at fair value as determined by quoted market price:
Santa Fe Energy Resources common stock ..................... $ 6,590,526 $ 4,860,902
Vanguard Wellington Fund ................................... 2,006,197 1,240,564
Vanguard U.S. Growth Portfolio ............................. 1,619,496 654,325
LaSalle National Trust Income Plus Subfund ................. 3,215,248 3,503,181
Wells Fargo Equity Index Fund .............................. 4,567,388 2,883,320
Other investments .......................................... 1,231,838 433,118
----------- -----------
19,230,693 13,575,410
----------- -----------
Investments at estimated fair value:
Participant loans .......................................... 1,428,646 1,383,024
----------- -----------
Investments at contract value:
Prudential Group Annuity Contract #6607 .................... 7,330,862 7,930,037
Guaranteed Benefit Contracts with the Travelers,
Contract #16314 and #16315; 6.250% to 6.450%;
12/31/96 to 12/31/97 ...................................... 3,602,166 3,894,064
----------- -----------
10,933,028 11,824,101
----------- -----------
Total investments ..................................... $31,592,367 $26,782,535
=========== ===========
</TABLE>
During 1995 and 1994, the Plan's investments (including gains and losses on
investments sold during the year) appreciated (depreciated) in value by
$2,800,082 and $(722,074), respectively, as follows:
<TABLE>
<CAPTION>
Year ended
December 31,
------------------------
1995 1994
----------- ---------
<S> <C> <C>
Investments at fair value as determined by quoted market prices:
S&P Index Fund .............................................. $ 1,100,269 $ 39,594
Company Stock Fund .......................................... 1,074,915 (713,866)
Wellington Fund ............................................. 338,936 (61,814)
Growth Equity Fund .......................................... 240,340 14,012
----------- ---------
$ 2,754,460 $(722,074)
=========== =========
</TABLE>
- 13 -
NOTE 4 - TAX STATUS OF THE PLAN:
The Internal Revenue Service has issued a favorable letter of determination with
respect to the tax status of the Plan dated March 29, 1995. However, the Plan
has been amended since receiving the determination letter. Management believes
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code (Code) and therefore the
related trust is exempt from federal income tax under Code Section 501(a).
NOTE 5 - 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. 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 for the year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
ERISA
realized
Proceeds Cost gain
------------- ------------- ----------
<S> <C> <C> <C>
S&P Index Fund $ 154,347 $ 138,054 $ 16,293
Company Stock Fund 924,540 808,568 115,972
Wellington Fund 164,519 152,665 11,854
Growth Equity Fund 4,465 3,911 554
------------- ------------- ------------
$ 1,247,871 $ 1,103,198 $ 144,673
============= ============= ============
</TABLE>
Net realized gains (losses) for the year ended December 31, 1994 were as
follows:
<TABLE>
<CAPTION>
ERISA
realized
Proceeds Cost gain (loss)
-------------- -------------- ------------
<S> <C> <C> <C>
S&P Index Fund $ 347,864 $ 345,033 $ 2,831
Company Stock Fund 1,058,067 1,092,962 (34,895)
Wellington Fund 211,518 213,384 (1,866)
Growth Equity Fund 158,177 158,093 84
-------------- -------------- -----------
$ 1,775,626 $ 1,809,472 $ (33,846)
============== ============== ===========
</TABLE>
- 14 -
NOTE 6- DISTRIBUTIONS DUE TO PARTICIPANTS:
Benefit payments requested but not yet paid to participants who have withdrawn
from the Plan are as follows:
December 31,
---------------------------
1995 1994
-------- --------
Fixed Interest Fund ...................... $127,773 $174,171
S&P Index Fund ........................... 60,177 9,748
Company Stock Fund ....................... 11,377 21,825
Wellington Fund .......................... 6,133 2,264
Growth Equity Fund ....................... 19,011 2,362
-------- --------
$224,471 $210,370
======== ========
These amounts are reflected as liabilities in the Plan's 5500.
- 15 -
ADDITIONAL INFORMATION
- 16 -
SCHEDULE 1
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
(a) (e)
Party (b) (c) Number (d) Current
in Interest Issuer Asset of Units Cost Value
- ----------- ------ ----- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
* Santa Fe Energy Resources, Inc. Common stock 684,730 $ 6,277,616 $ 6,590,526
Vanguard Wellington Fund, Inc. Mutual fund 82,120 1,695,106 2,006,197
Vanguard World Fund and Growth Portfolio Mutual fund 79,582 1,366,748 1,619,496
Wells Fargo Equity Index Fund Mutual fund 31,811 3,147,385 4,567,388
Lasalle National Bank Income plus fund 3,215,248 3,215,248
Texas Commerce Bancshares - Houston, N.A.
Prime Portfolio Fixed Income Fund 887,481 887,481 887,481
Texas Commerce Bancshares - Houston, N.A.
Prime Portfolio S&P Index Fund 78,795 78,795 78,795
Texas Commerce Bancshares - Houston, N.A.
Prime Portfolio Company Stock Fund 164,978 164,978 164,978
Texas Commerce Bancshares - Houston, N.A.
Prime Portfolio Wellington Fund 50,775 50,775 50,775
Texas Commerce Bancshares - Houston, N.A.
Prime Portfolio Growth Equity Fund 49,809 49,809 49,809
Prudential GA 6607, 6.5%-8% 7,330,862 7,330,862
Travelers GIC #16314 and #16315,
6.25%-6.45% 3,602,166 3,602,166
Participant loans 1,428,646 1,428,646
------------ ------------
$ 29,295,615 $ 31,592,367
============ ============
</TABLE>
- 17 -
SCHEDULE 2
SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(c) (d)
(b) Number of Purchase price Selling price
(a) Description ------------------- (current value at (current value at
Party of Assets Purchases Sales Transaction Date) Transaction Date)
----- --------- --------- ----- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Texas Commerce Bank Short-Term Investment Co. -
Prime Series 257 134 $ 6,360,932 $ 5,634,432
</TABLE>
<TABLE>
<CAPTION>
(h)
(b) Value on (i)
(a) Description (g) transaction Net realized
Party of Assets Cost date gain/(loss)
----- --------- ---- ---- -----------
<S> <C> <C> <C> <C>
Texas Commerce Bank Short-Term Investment Co. -
Prime Series $ 5,634,432 $ 6,360,932 $ 0
</TABLE>
Columns (e) and (f) have been omitted because they are not applicable.
- 18 -
INDEX TO EXHIBITS
Exhibit No. Page
- ----------- ----
24 -- Consent of Independent Accountants 21
- 19 -
EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-8 (Nos. 33-37175,
33-44542 and 33-58613) of Santa Fe Energy Resources, Inc. of our report dated
May 29, 1996 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,
1995.
Houston, Texas
May 29, 1996
- 20 -
