SANTA FE ENERGY RESOURCES INC
8-K, 1997-07-14
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         ------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF

                         SECURITIES EXCHANGE ACT OF 1934

                          ----------------------------




         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 8, 1997


                         SANTA FE ENERGY RESOURCES, INC.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                             <C>                                           <C>  


            Delaware                                   1-7667                                      36-2722169
  (State or other jurisdiction                  (Commission File No.)                           (I.R.S. Employer
        of incorporation)                                                                      Identification No.)

</TABLE>



                              1616 South Voss Road
                                 Suite No. 1000
                              Houston, Texas 77057
               (Address of principal executive offices) (Zip Code)




                                 (713) 507-5000
              (Registrant's telephone number, including area code)


================================================================================







<PAGE>




ITEM 5.  OTHER EVENTS.

         Press Release.  The  information  set forth in the press release of the
registrant  dated  July 8,  1997,  which  is  filed  as an  exhibit  hereto,  is
incorporated herein by reference.

         The  press  release  contains  forward-looking  statements  within  the
meaning of and in  reliance  upon the "safe  harbor"  provisions  of the Private
Securities  Litigation Reform Act, as set forth in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended,  that involve risks and  uncertainties,  including price volatility,
exploration, development, operational, implementation, marketing and opportunity
risks,  and  other  factors  described  from  time to  time in the  registrant's
publicly  available  SEC  reports,  which could cause  actual  results to differ
materially.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c) Exhibits:


Exhibit
Number            Description
- ------            -----------

99.1              Press release dated July 8, 1997





<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    SANTA FE ENERGY RESOURCES, INC.



                                    By:  /s/ David Hicks
                                         --------------------------------
                                         David L. Hicks
                                         Vice President--Law and General Counsel


Date: July 14, 1997







<PAGE>



                                INDEX TO EXHIBITS



Exhibit
Number            Description

99.1              Press release dated July 8, 1997






<PAGE>



                                                     [LOGO]
                                                     SANTA FE ENERGY
                                                     RESOURCES, INC.

                                                     (NYSE:SFR)
N E W S
                                                     1616 South Voss, Suite 1000
For further information, contact                     Houston, Texas   77057
Kathy E. Hager   713/507-5315                        713/507-5000




                            SANTA FE ENERGY RESOURCES
                           DECLARES MONTEREY SPIN-OFF

Houston, Texas -- July 8, 1997

Following the approval by shareholders of Santa Fe Energy Resources  (NYSE:SFR),
the Board of Directors of SFR today declared the  distribution of all the common
stock of Monterey Resources  (NYSE:MRC) owned by SFR to its common shareholders.
SFR  shareholders  of record on July 18,  1997,  will be entitled to receive the
distribution which will occur on or about July 25, 1997.

James L. Payne,  Chairman and CEO of Santa Fe Energy  Resources,  said,  "We are
extremely  pleased  with the strong  support  shown  today by our  shareholders.
Management  and the Board of Directors  believes the  separation of Santa Fe and
Monterey will allow each entity to optimize its operations and permit  investors
to better evaluate the investment potential of each."

Santa Fe Energy owns  45,350,000  shares of Monterey's  common stock.  Thus, for
each  share  of  Santa Fe  Energy  held on the  distribution  record  date,  SFR
shareholders  will  receive  approximately  .44 of a share  of  common  stock in
Monterey  Resources,  with cash paid in lieu of fractional  shares. The Internal
Revenue Service has previously ruled that the  distribution  will be tax-free to
Santa Fe and its shareholders.

Santa  Fe  Energy  Resources  is an  independent  oil  and gas  exploration  and
production  company with  headquarters in Houston,  Texas, and production in the
United States, Argentina and Indonesia with additional exploration activities in
other  regions  of the world.  Its common  stock is traded on the New York Stock
Exchange under the symbol SFR. Monterey  Resources is an independent oil and gas
company engaged  primarily in the production of California heavy crude oil. With
headquarters in Bakersfield,  California,  its common stock began trading on the
New York Stock Exchange in 1996 under the symbol MRC.

                                      -end-



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