<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
DELAWARE 36-2722169
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1616 SOUTH VOSS ROAD
HOUSTON, TEXAS 77057
(Address, including zip code, of Principal Executive Offices)
SANTA FE ENERGY RESOURCES, INC.
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
HOUSTON, TEXAS 77057
(713) 783-2401
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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copy to:
G. MICHAEL O'LEARY
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
600 TRAVIS
HOUSTON, TEXAS 77002
(713) 220-4200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED (1) REGISTERED PER SHARE (2) PRICE (2) FEE
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<S> <C> <C> <C> <C>
Common Stock, Par Value $.01 Per Share 500,000 $10.1875 $5,093,750 $1,543.56
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low prices
of a share of the Company's Common Stock for August 19, 1997 on the New
York Stock Exchange as reported in The Wall Street Journal on August 20,
1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to register
additional securities. In accordance with General Instruction E of Form S-8,
the registrant hereby incorporates by reference the contents of the
registrant's registration statement on Form S-8 (No. 33-37175), filed with the
Securities and Exchange Commission on October 5, 1990, its registration
statement on Form S-8 (No. 33-44542), filed with the Securities and Exchange
Commission on December 16, 1991, its registration statement on Form S-8 (No.
33-58613), filed with the Securities and Exchange Commission on April 14, 1995,
and its registration statement on Form S-8 (No. 333-07949), filed with the
Securities and Exchange Commission on July 11, 1996, relating to the Santa Fe
Energy Resources, Inc. Savings Investment Plan.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included in signature page).
99.1 Ninth Amendment to Santa Fe Energy Resources, Inc. Savings
Investment Plan, as amended and restated.
</TABLE>
II-1
<PAGE> 3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant 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 the
29th day of July, 1997.
SANTA FE ENERGY RESOURCES, INC.
(Registrant)
By: /s/ JAMES L. PAYNE
--------------------------------
James L. Payne
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Santa Fe Energy Resources, Inc. (the "Company") hereby
constitutes and appoints James L. Payne and David L. Hicks (with full power
to each of them to act alone) his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any
or all amendments (including, without limitation, post-effective amendments),
with all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
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 in order to
effectuate the same, as fully to all intents and purposes as he himself might
or could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES L. PAYNE
---------------------------------------- Chairman, President, Chief Executive July 29, 1997
James L. Payne Officer and Director (Principal Executive
Officer)
/s/ J. F. CLARK
---------------------------------------- Vice President and Chief Financial July 29, 1997
J. F. Clark Officer (Principal Financial and
Accounting Officer)
/s/ WILLIAM E. GREEHEY
---------------------------------------- Director July 29, 1997
William E. Greehey
---------------------------------------- Director
Melvyn N. Klein
/s/ ALLAN V. MARTINI
---------------------------------------- Director July 29, 1997
Allan V. Martini
/s/ REUBEN F. RICHARDS
---------------------------------------- Director July 29, 1997
Reuben F. Richards
/s/ MARC J. SHAPIRO
---------------------------------------- Director July 29, 1997
Marc J. Shapiro
/s/ KATHRYN D. WRISTON
---------------------------------------- Director July 29, 1997
Kathryn D. Wriston
</TABLE>
II-2
<PAGE> 4
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Employee Benefits Committee (which administers the subject plan) 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 July 29, 1997.
Santa Fe Energy Resources, Inc. Savings Investment Plan
By: /s/ CHARLES G. HAIN, JR.
-------------------------------------------
Charles G. Hain, Jr.
Chairman, Employee Benefits Committee
II-3
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EXHIBIT INDEX
[CAPTION]
<TABLE>
Exhibit
Number
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P.
23.1 Consent of Andrews & Kurth L.L.P. (included in their opinion filed
as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney (included in signature page).
99.1 Ninth Amendment to Santa Fe Energy Resources, Inc. Savings
Investment Plan, as amended and restated.
</TABLE>
<PAGE> 1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
Exhibit 5.1
July 30, 1997
Board of Directors
Santa Fe Energy Resources, Inc.
1616 South Voss Road
Houston, Texas 77057
Ladies and Gentlemen:
We have acted as counsel to Santa Fe Energy Resources, Inc. (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 the issuance of up to an additional 500,000 shares
(the "Shares") of the Company's common stock, $0.01 par value (the "Common
Stock"), pursuant to the Santa Fe Energy Resources, Inc. Savings Investment
Plan, as amended and restated (the "Plan").
In connection herewith, we have examined copies of such
statutes, regulations, corporate records and documents, certificates of public
and corporate officials and other agreements, contracts, documents and
instruments as we have deemed necessary as a basis for the opinion hereafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as
copies. We have also relied, to the extent we deem such reliance proper, upon
information supplied by officers and employees of the Company with respect to
various factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares of Common Stock will, when issued in
accordance with the terms of the Plan, be legally issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
ANDREWS & KURTH L.L.P.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated February
21, 1997, which appears on page 63 of Santa Fe Energy Resources, Inc.'s Annual
Report of Form 10-K for the year ended December 31, 1996, into this Registration
Statement on Form S-8, which hereby incorporates by reference the Registration
Statement on Form S-8 (No. 333-07949). We also consent to the incorporation by
reference of our report dated June 6, 1997, appearing on pages 4 and 5 of the
Annual Report of the Santa Fe Energy Resources, Inc. Savings Investment Plan on
Form 11-K, as amended by Form 11-K/A, for the year ended December 31, 1996, into
this Registration Statement on Form S-8, which hereby incorporates by reference
the Registration Statement on Form S-8 (No. 333-07949).
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
July 29, 1997
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Exhibit 23.3
CONSENT OF EXPERTS
As petroleum engineers, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report included in
the Santa Fe Energy Resources, Inc. Annual Report on Form 10-K for the year
ended December 31, 1996.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 29, 1997
<PAGE> 1
Exhibit 99.1
SANTA FE ENERGY RESOURCES
SAVINGS INVESTMENT PLAN
(NINTH 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 Sections 5.1 and 11.1 of the Plan the right to
amend the Plan, including Attachment A concerning the investment funds offered
under the Plan, subject to certain restrictions set forth therein; and
WHEREAS, in conjunction with the Company's planned distribution of the
stock of its subsidiary, Monterey Resources, Inc., to the stockholders of the
Company, the Employee Benefits Committee deems it advisable to amend the Plan
and Attachment A in the manner hereafter set forth;
NOW, THEREFORE, this Ninth Amendment is hereby adopted effective as of July
22, 1997:
1. Section 5.3 is amended by adding thereto the following:
"Notwithstanding anything in the Plan to the contrary, during the
period beginning three days prior to and ending on the beginning of
the first business day following the date the stock of Monterey
Resources, inc. is distributed to the stockholders of the Company, no
investment transfers, withdrawals, distributions or contributions shall
be permitted with respect to any Investment Fund."
2. Attachment A is amended by adding thereto the following:
"9. Monterey Resources, Inc. Stock Fund, which, except as provided
below, shall be a "frozen" fund. Notwithstanding anything in the
Plan to the contrary (i) no transfers may be made into this fund from
any other Investment Fund; (ii) no contributions may be invested in
this fund; (iii) all cash distributions received by this fund shall be
reinvested in the Putnam Stable Value Fund; (iv) any property
received by this fund, other than shares of Monterey Resources, Inc.
shall be sold by the Trustee and the proceeds reinvested in the Putnam
Stable Value Fund; (v) transfers may be made from the Monterey Stock
Fund into one or more of the other Investment Funds; and (vi)
in-service withdrawals and distributions shall be permitted in
accordance with the terms of the Plan, but such withdrawals and
distributions may only be made in cash and not in shares of Monterey
Resources, Inc."
