<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999.
REGISTRATION NO. 333-71595
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT ON
FORM S-8*
UNDER
THE SECURITIES ACT OF 1933
---------------------------
SANTA FE SNYDER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2722169
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
---------------------------
1616 SOUTH VOSS ROAD
HOUSTON, TEXAS 77057
(713) 507-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
REPLACEMENT OPTION AGREEMENTS **
PURSUANT TO
SNYDER OIL CORPORATION RESTATED 1989 STOCK OPTION PLAN AND
SNYDER OIL CORPORATION 1990 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of Plans)
DAVID L. HICKS
VICE PRESIDENT - LAW AND GENERAL COUNSEL
SANTA FE SNYDER CORPORATION
1616 SOUTH VOSS ROAD
HOUSTON, TEXAS 77057
(713) 507-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------------
COPIES TO:
G. MICHAEL O'LEARY
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
REGISTERED(1) OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGIA PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value (2) 4,450,953 (3) (3) (3)
===========================================================================================================================
</TABLE>
(1) Consisting of, on a converted basis, 4,450,953 shares of common stock, par
value $0.01 per share, of the Registrant reserved for issuance under the
replacement option agreements described herein under "Explanatory Notes."
In addition, the number of shares of common stock of the Registrant
registered herein is subject to adjustment to prevent dilution resulting
from stock splits, stock dividends, or similar transactions.
(2) Includes associated rights to purchase shares of the Registrant's Series A
Junior Participating Preferred Stock. The rights are not currently
separable from the shares of common stock, par value $0.01 per share, of
Registrant and are not currently exercisable.
(3) All filing fees payable in connection with the issuance of these securities
were previously paid in connection with the filing of the Registrant's
registration statement on Form S-4 (File No. 333-71595) on February 2,
1999.
* Filed as a post-effective amendment on Form S-8 to the Form S-4
registration statement. See "Explanatory Notes."
** As further described herein under "Explanatory Notes."
================================================================================
<PAGE> 2
EXPLANATORY NOTES
Santa Fe Snyder Corporation (the "Company" or the "Registrant") hereby
amends its registration statement on Form S-4 (File No. 333-71595) (the "Form
S-4") by filing this Post-Effective Amendment No. 1 on Form S-8 ("Post-Effective
Amendment No. 1") relating to up to 4,450,953 shares of common stock, par value
$0.01 per share, of the Company (the "Common Stock") issuable upon exercise of
the options granted pursuant to replacement option agreements. All shares of
common stock issuable upon exercise of the options granted pursuant to the
replacement option agreements covered by this Post-Effective Amendment No. 1
were previously included in the Form S-4.
On May 5, 1999 (the "Effective Time"), pursuant to the Agreement and
Plan of Merger, dated as of January 13, 1999 (the "Merger Agreement"), by and
between Santa Fe Energy Resources, Inc. and Snyder Oil Corporation ("Snyder"),
Snyder merged with and into Santa Fe Energy Resources, Inc. with Santa Fe Energy
Resources as the surviving corporation. The name of the surviving corporation
was changed to Santa Fe Snyder Corporation (the "Merger"). Pursuant to the
Merger Agreement, each unexpired and unexercised outstanding option (each a
"Snyder Option") granted pursuant to the Snyder Oil Corporation Restated 1989
Stock Option Plan and the Snyder Oil Corporation 1990 Stock Plan for
Non-Employee Directors (collectively, the "Snyder Plans") to purchase one share
of common stock of Snyder was automatically canceled at the Effective Time.
Former Snyder optionholders who were employees and directors of Snyder who
continued with the Company, former employees of Snyder with severance or
employment agreements that provided for an extended period of time to exercise
their Snyder options or non-employee directors who did not continue in office
with Santa Fe Snyder were granted options to purchase that number of shares of
Company common stock equal to the product of the number of shares of Snyder
common stock issuable upon the exercise of that person's Snyder Option times
2.05 and with an exercise price equal to the exercise price of their Snyder
Option divided by 2.05. Each new option is otherwise subject to all of the other
terms of the Snyder Option to which it relates.
As of the Effective Time, the new options granted pursuant to the
replacement option agreements covered by this Post-Effective Amendment No. 1
replace Snyder Options granted and outstanding pursuant to the Snyder Plans.
Listed below are the former Snyder directors and employees who were
granted replacement options covered by this Post-Effective Amendment No. 1, the
number of shares of common stock issuable pursuant to such replacement options,
the respective exercise prices, and the Snyder Plans pursuant to which such
options were originally granted.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK EXERCISE PRICE PLAN
- ---- ----------------- -------------- ----
<S> <C> <C> <C>
Daniel G. Anderson 3,075 $6.8902 1
2,460 4.5732
6,764 7.8659
7,586 8.6280
Mark A. Balderston 1,640 $6.8902 1
4,879 4.5732
7,585 7.8659
8,404 8.6280
Richard Borkowski 8,713 $9.8476 1
Roger W. Brittan 5,125 $9.7561 2
5,125 6.7073
5,125 4.7561
5,125 8.5366
5,125 9.6341
</TABLE>
-2-
<PAGE> 3
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK EXERCISE PRICE PLAN
- ---- ----------------- -------------- ----
<S> <C> <C> <C>
Charles Brown 35,875 $7.8659 1
41,820 8.6280
John W. Burman 45,100 $7.9268 1
Steven M. Burr 29,725 $7.8659 1
37,310 8.6280
Fred Byther 22,550 $7.9268 1
Cynthia B. Cagle 20,500 $7.8659 1
Roger D. Cagle 25,625 $7.8659 1
Lindie R. Carden 3,075 $6.8902 1
2,665 4.5732
2,870 7.8659
3,075 8.6280
Scott Chapman 1,230 $6.8902 1
2,870 7.8659
2,870 8.6280
Gerard E. Conroy 4,100 $6.8902 1
7,585 4.5732
7,995 7.8659
8,609 8.6280
Donald R. Corson 1,640 $8.6280 1
Harvey J. Damstrom 9,225 $6.4634 1
R. W. Davis 20,500 $6.4634 1
Barbara J. Dougherty 1,435 $5.1829 1
1,435 7.8659
2,255 8.6280
Keith R. Dowling 2,460 $6.3415 1
6,150 8.8415
4,100 6.8902
2,050 4.5732
8,815 7.8659
</TABLE>
-3-
<PAGE> 4
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK EXERCISE PRICE PLAN
- ---- ----------------- -------------- ----
<S> <C> <C> <C>
Thomas J. Edelman 88,150 $2.9268 1
88,150 6.3415
90,200 8.8415
92,865 6.8902
92,865 4.5732
147,600 7.8659
Cyrus Esphahanian 8,200 $ 6.8902 1
20,500 7.8659
19,269 8.6280
Stuart L. Filler 10,250 $ 9.8476 1
Danny C. Frederick 2,050 $ 7.8659 1
2,460 8.6280
Christopher L. Furrh 24,600 $ 7.9268 1
Daniel T. Gibbons 2,460 $ 7.8659 1
2,460 8.6280
Dawn D. Goard 2,870 $ 7.8659 1
3,075 8.6280
Cathy A. Goloway 18,450 $ 7.9268 1
Linda K. Gosdin 4,100 $ 6.8902 1
4,100 4.5732
4,100 7.8659
Michael C. Griffin 10,906 $ 5.1829 1
38,950 7.8659
23,985 8.6280
Charles R. Hall 9,225 $ 9.0854 1
William G. Hargett 410,000 $ 7.9268 1
133,250 8.6280
John A. Harrell 21,526 $11.3110 1
10,864 8.6280
David W. Hays 3,075 $ 7.8659 1
3,280 8.6280
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK EXERCISE PRICE PLAN
- ---- ----------------- -------------- ----
<S> <C> <C> <C>
John A. Hill 5,125 $ 9.7561 2
5,125 6.7073
5,125 4.7561
5,125 8.5366
5,125 9.6341
Marshall S. Homsher 3,075 $ 6.8902 1
1,722 4.5732
2,665 7.8659
2,870 8.6280
Lloyd J. Huggins 61,500 11.6159 1
27,675 $ 8.6280
Mark A. Jackson 153,750 $ 9.0854 1
51,865 8.6280
Jeffrey L. Johnson 3,075 $ 6.8902 1
7,175 4.5732
7,995 7.8659
8,609 8.6280
William J. Johnson 5,125 $ 8.9634 2
5,125 6.7073
5,125 4.7561
5,125 8.5366
5,125 9.6341
John H. Karnes 102,500 $ 9.6951 1
B. J. Kellenberger 5,125 $ 9.7561 2
5,125 6.7073
5,125 4.7561
5,125 8.5366
5,125 9.6341
Michael B. Kendrick 20,499 $ 9.1768 1
10,866 8.6280
Earl W. Knight 1,845 $ 8.6280 1
Dan Koontz 27,059 $ 6.6768 1
William D. Lancaster 67,650 $ 6.4634 1
Peggy A. Lewis 1,722 $ 4.5732 1
2,665 7.8659
2,665 8.6280
</TABLE>
-5-
<PAGE> 6
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK EXERCISE PRICE PLAN
- ---- ----------------- -------------- ----
<S> <C> <C> <C>
Harold R. Logan 5,125 $ 8.5366 2
5,125 9.6341
Peter E. Lorenzen 25,420 $ 8.8415 1
25,625 6.8902
31,775 7.8659
36,080 8.6280
Brian H. MacMillan 11,480 $ 5.1829 1
28,700 7.8659
7,790 8.6280
James E. McCormick 5,125 $9.7561 2
5,125 6.7073
5,125 4.7561
5,125 8.5366
5,125 9.6341
Timothy R. Morris 4,100 6.8902 1
2,665 4.5732
2,870 7.8659
8,405 8.6280
James E. Myers 8,405 $7.8659 1
8,404 8.6280
H. Richard Pate 12,300 $6.8902 1
20,090 4.5732
25,625 7.8659
24,190 8.6280
Glenn H. Peterson 9,840 $8.6280 1
Rocky Pollock 820 $6.8902 1
2,255 7.8659
2,460 8.6280
David M. Posner 12,300 $6.8902 1
38,028 6.7073
20,910 4.5732
27,265 7.8659
25,830 8.6280
Robert W. Rapp 22,549 $8.4451 1
11,276 8.6280
Roger B. Rice 61,500 $9.3293 1
33,825 8.6280
</TABLE>
-6-
<PAGE> 7
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK EXERCISE PRICE PLAN
- ---- ----------------- -------------- ----
<S> <C> <C> <C>
Joe L. Satsky 2,460 $5.1829 1
2,460 7.8659
2,665 8.6280
Terry L. Savage 4,264 $4.5732 1
7,462 7.8659
10,660 8.6280
Troy L. Schindler 20,500 $7.9268 1
David E. Schlosser 6,970 $7.9268 1
Terry L. Shyer 2,870 $8.6280 1
Steven G. Siguaw 18,449 $9.5732 1
9,226 8.6280
Samuel M. Simpson 3,280 $7.8659 1
3,485 8.6280
Thomas M. Smagala 9,430 $8.6280 1
Jay H. Smith 102,500 $8.2927 1
Steven D. Smith 2,460 $7.8659 1
2,665 8.6280
Ty J. Smith 2,665 $8.6280 1
John C. Snyder 99,630 $6.8902 1
99,835 4.5732
157,850 7.8659
164,000 8.6280
Dennis G. Storhaug 3,075 $6.8902 1
8,405 4.5732
8,610 7.8659
9,839 8.6280
Edward T. Story 61,500 $6.8902 1
31,570 4.5732
44,075 7.8659
5,125 9.6341
Aloys Swanson 4,100 $6.8902 1
2,665 4.5732
2,870 7.8659
8,200 8.6280
</TABLE>
-7-
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF COMMON STOCK EXERCISE PRICE PLAN
- ---- ----------------- -------------- ----
<S> <C> <C> <C>
Janice S. Tanabe 984 $ 4.5732 1
2,460 7.8659
2,665 8.6280
Tim D. Taylor 10,045 $ 6.3415 1
17,630 8.8415
16,400 6.8902
4,961 4.5732
25,625 7.8659
James R. Ten Eyck 20,500 $ 9.8171 1
John M. Thibeaux 75,850 10.6707 1
Kenneth E. Tompkins 2,870 $ 4.5732 1
2,870 7.8659
7,585 8.6280
G. Steven Van Hook 6,150 $ 6.8902 1
8,200 4.5732
8,610 7.8659
9,429 8.6280
Rodney L. Waller 37,925 $ 6.8902 1
22,550 4.5732
30,750 4.6341
45,100 7.8659
34,440 8.6280
Daniel R. Wenzinger 2,050 $ 6.7073 1
2,255 4.5732
2,665 7.8659
3,075 8.6280
R. S. Woodall 4,100 $ 6.8902 1
9,020 4.5732
19,065 7.8659
18,245 8.6280
----------
TOTAL 4,450,953
==========
</TABLE>
- ------------------
1 Snyder Oil Corporation Restated 1989 Stock Option Plan.
2 Snyder Oil Corporation 1990 Stock Plan for Non-Employee Directors.
-8-
<PAGE> 9
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to recipients of replacement options as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference hereto pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by the Company pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated by reference in this Registration Statement:
1. Snyder Oil Corporation's Annual Report on Form 10-K/A for the
year ended December 31, 1998;
2. Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K/A
for the year ended December 31, 1998;
3. Santa Fe Energy Resources, Inc.'s Quarterly Report on Form
10-Q for the quarter ended March 31, 1999;
4. The Company's Current Report on Form 8-K filed on May 6, 1999,
and amended on May 25, 1999;
5. The Company's Current Report on Form 8-K filed on June 15,
1999; and
6. The descriptions of the Company's common stock, par value $.01
per share (the "Common Stock"), and certain rights associated
with such Common Stock (the "Rights") contained in the
Company's registration statement on Form S-2 filed on February
21, 1990 (with respect to the Common Stock) and on Form 8-A/A
filed on May 11, 1999 (with respect to the Rights), including
any amendments or reports filed for the purpose of updating
such descriptions.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE> 10
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided by Section 145
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.
Article NINTH of the Company's Restated Certificate of Incorporation
states that:
"No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that
this Article NINTH shall not eliminate or limit the liability of a
director to the extent provided by applicable law (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State
II-2
<PAGE> 11
of Delaware or (iv) for any transaction from which the director derived
an improper personal benefit. No amendment to or repeal of this Article
NINTH shall apply to, or have any effect on, the liability or alleged
liability of any director of the Corporation for or with respect to any
facts or omissions of such director occurring prior to such amendment
or repeal. If the General Corporation Law of the State of Delaware is
amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as
so amended."
Article VI of the Company's Bylaws further provides that the Company
shall indemnify its officers, directors, employees and agents to the fullest
extent permitted by law. Pursuant to such provision, the Company has entered
into agreements with various of its officers, directors and employees which
provide for indemnification of such persons.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
3.1 Restated Certificate of Incorporation (including Certificate of
Merger reflecting the merger of Snyder Oil Corporation with and
into Santa Fe Energy Resources, Inc., dated May 5, 1999;
Certificate of Designations of Series A Junior Participating
Preferred Stock; and Certificate of Increase of Number of Shares
of Series A Junior Participating Preferred Stock of Santa Fe
Snyder Corporation, dated May 5, 1999) (incorporated by reference
to Exhibit 3.1 of the Company's Registration Statement on Form
8-A/A filed May 11, 1999).
3.2 Amended Bylaws, as amended on April 20, 1990, February 26, 1993,
September 1, 1998 and May 5, 1999 (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form 8-A/A
filed May 11, 1999).
4.1 Rights Agreement dated as of March 3, 1997, between Santa Fe
Energy Resources, Inc. and First Chicago Trust of New York, as
Rights Agent (incorporated by reference to Exhibit 1 of the
Company's Registration Statement on Form 8-A filed February 28,
1997).
4.2 First Amendment to the Rights Agreement between Santa Fe Snyder
Corporation, as successor to Santa Fe Energy Resources, Inc and
First Chicago Trust Company of New York, as Trustee, dated as of
May 5, 1999, which includes, as Annex I thereto, the Summary of
Right to Purchase Preferred Shares, as Annex II thereto, the Form
of Right Certificate, and as Annex III thereto, the Certificate of
Increase of Authorized Number of Shares of Series A Junior
Participating Preferred Stock of Santa Fe Snyder Corporation
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form 8-A/A filed May 11, 1999).
4.3 Form of Indenture dated as of May 25, 1994 and Form of Debenture
relating to the Company's 11% Senior Subordinated Debentures due
2004 (incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-3 (File No. 33-52849).
4.4 First Supplemental Indenture, dated as of October 21, 1996,
between Santa Fe Energy Resources, Inc. and State Street Bank and
Trust Company, as Trustee, relating to the Company's 11% Senior
Subordinated Debentures due 2004 (incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996).
II-3
<PAGE> 12
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
*4.5 Second Supplemental Indenture, dated as of May 4, 1999, between
the Company and State Street Bank and Trust Company, as Trustee,
relating to the Company's 11% Senior Subordinated Debentures due
2004.
4.6 Indenture dated as of June 10,1997, between Snyder Oil Corporation
and Texas Commerce Bank National Association, relating to Snyder
Oil Corporation's 8 3/4% Senior Subordinated Notes due 2007
(incorporated by reference to Exhibit 4.1 of Snyder Oil
Corporation's Current Report on Form 8-K dated June 10, 1997).
4.7 First Supplemental Indenture, dated as of June 10, 1997, to
Exhibit 4.8 (incorporated by reference to Exhibit 4.2 of Snyder
Oil Corporation's Current Report on Form 8-K dated June 10, 1997).
4.8 Second Supplemental Indenture, dated as of June 10, 1997, to
Exhibit 4.8 (incorporated by reference to Exhibit 4.3 of Snyder
Oil Corporation's Current Report on Form 8-K dated June 10, 1997).
*4.9 Third Supplemental Indenture, dated as of May 5, 1999, between
Santa Fe Snyder Corporation and Chase Bank of Texas, N.A. to
Exhibit 4.8.
4.10 Indenture dated as of June 1, 1999, between the Company and The
Bank of New York, as Trustee (incorporated by reference to Exhibit
4.1 of the Company's Current Report on Form 8-K filed June 15,
1999).
4.11 First Supplemental Indenture dated as of June 14, 1999, between
the Company and The Bank of New York, as Trustee, including the
form of 8.05% Senior Note Due 2004 (incorporated by reference to
Exhibit 4.2 of the Company's Current Report on Form 8-K filed June
15, 1999).
*5.1 Opinion of Andrews & Kurth L.L.P. regarding legality of the
securities to be registered.
*23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
*23.2 Consent of PricewaterhouseCoopers LLP.
*23.3 Consent of Arthur Andersen LLP.
*23.4 Consent of Ryder Scott Company.
*23.5 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of Attorney (included in the signature pages of the initial
filing of this registration statement).
99.1 Snyder Oil Corporation's 1990 Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.4 of Snyder Oil
Corporation's Registration Statement on Form S-4 (Registration No.
33- 33455)).
99.1.1 Amendment dated May 20, 1992 to Snyder Oil Corporation's 1990
Stock Plan for Non-Employee Directors (incorporated by reference
to Exhibit 10.1.1 of Snyder Oil Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993).
99.2 Snyder Oil Corporation's Amended and Restated 1989 Stock Option
Plan (incorporated by reference to Exhibit 10.2 of Snyder Oil
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997).
- ------------------------
*Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
II-4
<PAGE> 13
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing this Post-Effective Amendment No. 1 to Form S-4
Registration Statement 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 June 17, 1999.
SANTA FE SNYDER CORPORATION
By: /s/ DAVID L. HICKS
----------------------------------------
David L. Hicks
Vice President - Law and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8
has been signed by the following persons in the capacities indicated on June 17,
1999.
<TABLE>
<CAPTION>
NAME TITLE
<S> <C>
* Chief Executive Officer and Director
- -------------------------------------- (Principal Executive Officer)
James L. Payne
/s/ MARK A. JACKSON Executive Vice President and Chief Financial Officer
- -------------------------------------- (Principal Financial Officer)
Mark A. Jackson
/s/ MICHAEL S. WILKES Vice President and Chief Accounting Officer
- -------------------------------------- (Principal Accounting Officer)
Michael S. Wilkes
Chairman of the Board
- --------------------------------------
John C. Snyder
* Director
- --------------------------------------
William E. Greehey
Director
- --------------------------------------
John A. Hill
* Director
- --------------------------------------
Melvyn N. Klein
</TABLE>
<PAGE> 15
<TABLE>
<S> <C>
Director
- --------------------------------------
Harold R. Logan, Jr.
* Director
- --------------------------------------
Allan V. Martini
Director
- --------------------------------------
James E. McCormick
* Director
- --------------------------------------
Reuben F. Richards
Director
- --------------------------------------
Edward T. Story
* Director
- --------------------------------------
Kathryn D. Wriston
*By: /s/ DAVID L. HICKS
----------------------------------
David L. Hicks
Attorney-in-fact
</TABLE>
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
<S> <C>
3.1 Restated Certificate of Incorporation (including Certificate of
Merger reflecting the merger of Snyder Oil Corporation with and
into Santa Fe Energy Resources, Inc., dated May 5, 1999;
Certificate of Designations of Series A Junior Participating
Preferred Stock; and Certificate of Increase of Number of Shares
of Series A Junior Participating Preferred Stock of Santa Fe
Snyder Corporation, dated May 5, 1999) (incorporated by reference
to Exhibit 3.1 of the Company's Registration Statement on Form
8-A/A filed May 11, 1999).
3.2 Amended Bylaws, as amended on April 20, 1990, February 26, 1993,
September 1, 1998 and May 5, 1999 (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form 8-A/A
filed May 11, 1999).
4.1 Rights Agreement dated as of March 3, 1997, between Santa Fe
Energy Resources, Inc. and First Chicago Trust of New York, as
Rights Agent (incorporated by reference to Exhibit 1 of the
Company's Registration Statement on Form 8-A filed February 28,
1997).
4.2 First Amendment to the Rights Agreement between Santa Fe Snyder
Corporation, as successor to Santa Fe Energy Resources, Inc and
First Chicago Trust Company of New York, as Trustee, dated as of
May 5, 1999, which includes, as Annex I thereto, the Summary of
Right to Purchase Preferred Shares, as Annex II thereto, the Form
of Right Certificate, and as Annex III thereto, the Certificate of
Increase of Authorized Number of Shares of Series A Junior
Participating Preferred Stock of Santa Fe Snyder Corporation
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form 8-A/A filed May 11, 1999).
4.3 Form of Indenture dated as of May 25, 1994 and Form of Debenture
relating to the Company's 11% Senior Subordinated Debentures due
2004 (incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-3 (File No. 33-52849).
4.4 First Supplemental Indenture, dated as of October 21, 1996,
between Santa Fe Energy Resources, Inc. and State Street Bank and
Trust Company, as Trustee, relating to the Company's 11% Senior
Subordinated Debentures due 2004 (incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996).
*4.5 Second Supplemental Indenture, dated as of May 4, 1999, between
the Company and State Street Bank and Trust Company, as Trustee,
relating to the Company's 11% Senior Subordinated Debentures due
2004.
4.6 Indenture dated as of June 10,1997, between Snyder Oil Corporation
and Texas Commerce Bank National Association, relating to Snyder
Oil Corporation's 8 3/4% Senior Subordinated Notes due 2007
(incorporated by reference to Exhibit 4.1 of Snyder Oil
Corporation's Current Report on Form 8-K dated June 10, 1997).
4.7 First Supplemental Indenture, dated as of June 10, 1997, to
Exhibit 4.8 (incorporated by reference to Exhibit 4.2 of Snyder
Oil Corporation's Current Report on Form 8-K dated June 10, 1997).
4.8 Second Supplemental Indenture, dated as of June 10, 1997, to
Exhibit 4.8 (incorporated by reference to Exhibit 4.3 of Snyder
Oil Corporation's Current Report on Form 8-K dated June 10, 1997).
*4.9 Third Supplemental Indenture, dated as of May 5, 1999, between
Santa Fe Snyder Corporation and Chase Bank of Texas, N.A. to
Exhibit 4.8.
4.10 Indenture dated as of June 1, 1999, between the Company and The
Bank of New York, as Trustee (incorporated by reference to Exhibit
4.1 of the Company's Current Report on Form 8-K filed June 15,
1999).
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
<S> <C>
4.11 First Supplemental Indenture dated as of June 14, 1999, between
the Company and The Bank of New York, as Trustee, including the
form of 8.05% Senior Note Due 2004 (incorporated by reference to
Exhibit 4.2 of the Company's Current Report on Form 8-K filed June
15, 1999).
*5.1 Opinion of Andrews & Kurth L.L.P. regarding legality of the
securities to be registered.
*23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
*23.2 Consent of PricewaterhouseCoopers LLP.
*23.3 Consent of Arthur Andersen LLP.
*23.4 Consent of Ryder Scott Company.
*23.5 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of Attorney (included in the signature pages of the initial
filing of this registration statement).
99.1 Snyder Oil Corporation's 1990 Stock Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.4 of Snyder Oil
Corporation's Registration Statement on Form S-4 (Registration No.
33- 33455)).
99.1.1 Amendment dated May 20, 1992 to Snyder Oil Corporation's 1990
Stock Plan for Non-Employee Directors (incorporated by reference
to Exhibit 10.1.1 of Snyder Oil Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993).
99.2 Snyder Oil Corporation's Amended and Restated 1989 Stock Option
Plan (incorporated by reference to Exhibit 10.2 of Snyder Oil
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997).
</TABLE>
<PAGE> 1
EXHIBIT 4.5
================================================================================
SANTA FE ENERGY RESOURCES, INC.
Issuer,
11% Senior Subordinated Debentures Due 2004
-------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 4, 1999
-------------------
STATE STREET BANK AND TRUST COMPANY,
Trustee
================================================================================
Second Supplemental Indenture to Indenture, dated as of May 25, 1994, between
Santa Fe Energy Resources, Inc., as issuer, and The First National Bank of
Boston, as trustee and predecessor in interest to State Street Bank and Trust
Company.
<PAGE> 2
WITNESSETH SECOND SUPPLEMENTAL INDENTURE, dated as of May 4, 1999,
between SANTA FE ENERGY RESOURCES, INC., a Delaware corporation (the "Company"),
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as
trustee (the "Trustee").
WHEREAS, the Company and The First National Bank of Boston, as trustee,
have heretofore executed an Indenture, dated as of May 25, 1994 (the
"Indenture"), pursuant to which the Company issued $100 million principal amount
of its 11% Senior Subordinated Debentures Due 2004 (the "Securities"); and
WHEREAS, pursuant to Section 7.09 of the Indenture, the Trustee
succeeded The First National Bank of Boston as trustee on October 2, 1995; and
WHEREAS, the Company and the Trustee have heretofore executed the First
Supplemental Indenture dated as of October 18, 1996; and
WHEREAS, Section 9.02 of the Indenture provides, among other things,
that the Company and the Trustee may amend the Indenture in certain respects
without notice to any Securityholder but with the written consent of the Holders
of at least a majority in principal amount of the Securities; and
WHEREAS, the execution and delivery of this Second Supplemental
Indenture has been authorized by a resolution of the Board of Directors; and
WHEREAS, the Company has delivered to the Trustee the written consent
of the Holders of at least a majority in principal amount of the outstanding
Securities to the amendments hereinafter set forth; and
WHEREAS, Section 9.06 of the Indenture provides, among other things,
that the Trustee shall sign any amendment authorized pursuant to Article 9 of
the Indenture if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee; and
WHEREAS, the Company has presented and warranted to the Trustee that
this Second Supplemental Indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee; and
WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee has
requested, and the Company has furnished the Trustee with an Officer's
Certificate and an Opinion of Counsel; and
WHEREAS, the Company has represented and warranted to the Trustee that
all conditions and requirements necessary to make this Second Supplemental
Indenture a valid, binding and legal instrument in accordance with its terms
have been performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized;
-2-
<PAGE> 3
NOW THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, for
and in consideration of the premises and the mutual covenants herein contained
and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each party hereto agrees for the equal and ratable benefit
of the Holders of the Securities;
ARTICLE A.
DEFINITIONS
Section A.1. The definitions set forth or incorporated by reference in
Article 1 of the Indenture shall be applicable to this Second Supplemental
Indenture, including the recitals hereto, as fully and to the same extent as if
set forth herein, except as otherwise expressly provided herein.
Section A.2. Article 1 of the Indenture is hereby amended to add the
following definition:
"Snyder Merger Transaction" means the transactions
described in and contemplated by that certain Agreement and Plan
of Merger, dated as of January 13, 1999 by and between Snyder Oil
Corporation ("Snyder") and the Company whereby, among other
things, Snyder shall merge with and into the Company to be renamed
Santa Fe Snyder Corporation and each share of outstanding common
stock of Snyder shall be converted into the right to receive 2.05
shares of common stock of the Company.
ARTICLE B.
EFFECTIVENESS
Section B.1 This Second Supplemental Indenture shall be and become
effective when the Company and the Trustee execute this Second Supplemental
Indenture.
ARTICLE C.
ENDORSEMENT OF SECURITIES
Section C.1 Any Securities authenticated and delivered after the close
of business on the date that this Second Supplemental Indenture becomes
effective in substitution for Securities then outstanding and all Securities
presented or delivered to the Trustee on or after that date for such purpose
shall be stamped, imprinted or otherwise legended by the Trustee, with a
notation as follows:
-3-
<PAGE> 4
"Effective as of May 4, 1999, certain definitions and
restrictive covenants of the Company have been amended, as
provided in the Second Supplemental Indenture, dated May 4,
1999. Reference is hereby made to said Second Supplemental
Indenture, copies of which are on file with the Trustee, for
a description of the amendments made therein."
ARTICLE D.
AMENDMENTS
Section D.1 Article 11 of the Indenture is hereby amended as follows:
(a)Section 11.16, captioned "Approval of Snyder Merger Transaction," is
hereby added to read as follows:
Section 11.16 Approval of Snyder Merger Transaction. Notwithstanding
anything to the contrary in this Indenture, none of the transactions effected in
connection with or contemplated by the Snyder Merger Transaction shall
constitute or be deemed to constitute a breach or violation of the terms of this
Indenture, or require that any action be taken under Section 4.08, or cause a
Default or Event of Default hereunder.
ARTICLE E.
(a)MISCELLANEOUS
Section E.1 This Second Supplemental Indenture is a supplemental
indenture pursuant to Section 9.02 of the Indenture. Upon execution and delivery
of this Second Supplemental Indenture, the terms and conditions of this Second
Supplemental Indenture shall be part of the terms and conditions of the
Indenture for any and all purposes, shall bind all Securityholders and all the
terms and conditions of both shall be read together as though they constitute
one instrument, except that in case of conflict the provisions of this Second
Supplemental Indenture will control.
Section E.2 Except as they may have been amended and supplemented by
this Second Supplemental Indenture, each and every term and provision of the
Indenture remains in full force and effect.
Section E.3 This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section E.4 The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by the
Second Supplemental Indenture.
-4-
<PAGE> 5
Section E.5 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date and year first
above written.
SANTA FE ENERGY RESOURCES, INC.
By: /s/ JANET F. CLARK
---------------------------------------
Name: Janet F. Clark
Title: Senior Vice President and
Chief Financial Officer
STATE STREET BANK AND TRUST COMPANY,
as trustee
By: /s/ JACQUELINE BONHOMME
---------------------------------------
Name: Jacqueline A. Bonhomme
Title: Assistant Vice President
-5-
<PAGE> 1
EXHIBIT 4.9
================================================================================
SANTA FE SNYDER CORPORATION,
a Delaware corporation,
successor to
SNYDER OIL CORPORATION,
as Issuer,
SUBSIDIARY GUARANTORS,
named herein
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
--------------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of May 5, 1999
to
INDENTURE
Dated as of June 10, 1997
--------------------
8 3/4% Senior Subordinated Notes due 2007
================================================================================
<PAGE> 2
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as
of May 5, 1999, by and among Santa Fe Snyder Corporation, a Delaware corporation
(the "COMPANY"), the subsidiary guarantors listed on the signature pages hereto
(the "SUBSIDIARY GUARANTORS") and [Chase Bank of Texas, National Association, as
trustee (the "TRUSTEE").
RECITALS
WHEREAS, the Company, as issuer, has heretofore executed and delivered
to the Trustee an Indenture, dated as of June 10, 1997, as supplemented by the
First Supplemental Indenture, dated as of June 10, 1997, among the Company and
the Trustee, and the Second Supplemental Indenture, dated as of June 10, 1997,
among the Company, the Subsidiary Guarantors and the Trustee (as supplemented,
the "INDENTURE"), providing for the issuance of an aggregate principal amount of
$175,000,000 of 8 3/4% Senior Subordinated Notes due 2007 (the "NOTES"); and
WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of January 13, 1999, among Snyder Oil Corporation, a Delaware
corporation ("SOCO"), and the Company, SOCO has merged with and into the
Company, with the Company as the surviving entity (the "MERGER"), and the
Company has amended its certificate of incorporation to change its name to Santa
Fe Snyder Corporation; and
WHEREAS, pursuant to Section 901(1) of the Indenture, the Company and
the Trustee may enter into one or more supplemental indentures without the
consent of any holders of the Notes (the "HOLDERS") to evidence the succession
of another Person to the Company and the assumption by any such successor of the
covenants of the Company in the Indenture and in the Notes; and
WHEREAS, pursuant to Section 801(e) of the Indenture, in conjunction
with the Merger each Subsidiary Guarantor must by supplemental indenture confirm
that its Subsidiary Guarantee of the Notes shall apply to the Company's
obligations under the Indenture and the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the certificate of incorporation and the bylaws (or comparable constituent
documents) of the Company and of the Trustee necessary to make this Supplemental
Indenture a valid instrument legally binding on the Company and the Trustee, in
accordance with its terms, have been duly done and performed;
NOW THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company and the Trustee covenant and
agree for the equal and proportionate benefit of the respective holders of the
Notes as follows:
1. Definitions. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture. For all purposes of this
Supplemental Indenture, except as otherwise herein expressly provided or unless
the context otherwise requires, the words "herein," "hereof" and "hereby" and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
-2-
<PAGE> 3
2. Change of Corporate Name. Any and all references in the Indenture to
SNYDER OIL CORPORATION or the "Company," shall be deemed henceforth to refer to
SANTA FE SNYDER CORPORATION, a Delaware corporation.
3. Confirmation of Guarantees by the Subsidiary Guarantors. Each of the
Subsidiary Guarantors expressly confirms that, after the consummation of the
Merger, its Subsidiary Guarantee as set forth in Article XV of the Indenture and
in a notation to the Notes shall apply to the obligations of the Company set
forth in the Indenture and the Notes. Such Subsidiary Guarantee includes,
without limitation, (i) the full and prompt performance of the Company's
obligations under the Indenture, and (ii) the prompt payment in full of
principal of, premium, if any, on, and interest on the Notes when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, to the extent lawful,
and all other obligations of the Company to the Holders or the Trustee under the
Indenture or under the Notes, all in accordance with the terms of the Indenture
and the Notes.
4. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder heretofore or hereafter
authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
6. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
-3-
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
COMPANY:
SANTA FE SNYDER CORPORATION, a
Delaware corporation
By: /s/ DAVID L. HICKS
----------------------------------
Name: David L. Hicks
Title: Vice President - Law
TRUSTEE:
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
By: /s/ JOHN G. JONES
----------------------------------
Name: John G. Jones
Title: Vice President
SUBSIDIARY GUARANTORS:
MEXICAN FLATS SERVICE COMPANY
By: /s/ MARK A. JACKSON
----------------------------------
Name: Mark A. Jackson
Title: Vice President
SNYDER FLUID TECHNOLOGIES, INC.
By: /s/ MARK A. JACKSON
----------------------------------
Name: Mark A. Jackson
Title: Vice President
SNYDER GAS MARKETING, INC.
By: /s/ MARK A. JACKSON
----------------------------------
Name: Mark A. Jackson
Title: Vice President
-4-
<PAGE> 5
SOCO GAS SYSTEMS, INC.
By: /s/ MARK A. JACKSON
----------------------------------
Name: Mark A. Jackson
Title: Vice President
SOCO LOUISIANA LEASING, INC.
By: /s/ MARK A. JACKSON
----------------------------------
Name: Mark A. Jackson
Title: Vice President
WYOMING GATHERING AND PRODUCTION
COMPANY
By: /s/ MARK A. JACKSON
----------------------------------
Name: Mark A. Jackson
Title: Vice President
-5-
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
June 18, 1999
Board of Directors
Santa Fe Snyder Corporation
1616 S. Voss Road
Houston, Texas 77057
Ladies and Gentlemen:
We have acted as special counsel to Santa Fe Snyder Corporation, a
Delaware corporation ("SFS"), in connection with preparation of the
Post-Effective Amendment No. 1 (the "Post-Effective Amendment") on Form S-8 to
the Registration Statement on Form S-4 (File No. 333-71595) relating to the
registration under the Securities Act of 1933, as amended, of the issuance by
SFS of up to 4,450,953 shares (the "Shares") of common stock, par value $0.01
per share, of SFS (the "Common Stock") pursuant to the Replacement Option
Agreements (as defined below). The Shares are to be issued to former holders of
options to purchase shares of Common Stock of Snyder Oil Corporation, a Delaware
corporation ("Snyder"), in connection with the merger of Snyder with and into
Santa Fe Energy Resources, Inc., pursuant to which the name of the surviving
corporation was changed to Santa Fe Snyder Corporation (the "Merger"). Pursuant
to the Merger, each unexpired and unexercised outstanding option (each a "Snyder
Option") to purchase one share of common stock of Snyder was automatically
canceled at the effective time of the Merger. Former Snyder optionholders who
were employees and directors of Snyder who continued with SFS, former employees
of Snyder with severance or employment agreements that provided for an extended
period of time to exercise their Snyder Options or non-employee directors who
did not continue in office with SFS were granted options pursuant to option
agreements (the "Replacement Option Agreements") to purchase that number of
shares of SFS common stock equal to the product of the number of shares of
Snyder common stock issuable upon the exercise of that person's Snyder Option
times 2.05 and with an exercise price equal to the exercise price of their
Snyder Option divided by 2.05. Each new option is otherwise subject to all of
the other terms of the Snyder Option to which it relates.
As the basis for the opinion hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials and other instruments as we have deemed necessary
or advisable for the purposes of this opinion. In such examination, we have
assumed 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.
<PAGE> 2
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that the Shares have been validly authorized,
and that such Shares will, when issued and delivered in accordance with the
terms of the Replacement Option Agreements, will be validly issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Post-Effective Amendment.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
-2-
<PAGE> 1
EXHIBIT 23.2
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 1, 1999 relating to the
financial statements and financial statement schedule, which appears in Santa Fe
Energy Resources Inc.'s Annual Report on Form 10-K/A for the year ended December
31, 1998.
PricewaterhouseCoopers LLP
Houston, Texas
June 18, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Santa Fe Snyder Corporation's Registration Statement on Form S-8 of
our report dated February 10, 1999, included in Snyder Oil Corporation's Annual
Report on Form 10-K/A for the year ended December 31, 1998, and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
June 16, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers, we hereby consent to the
incorporation by reference in the Post-Effective Amendment on Form S-8 to the
Registration Statement on Form S-4 of Santa Fe Energy Resources, Inc. of our
report in Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K/A for the
year ended December 31, 1998. We also consent to all references to our firm in
such Post-Effective Amendment.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
June 15, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum consultants, we hereby consent to the
incorporation by reference in the Post-Effective Amendment on Form S-8 to the
Registration Statement on Form S-4 of Santa Fe Energy Resources, Inc. of our
report in Snyder Oil Corporation's Annual Report on Form 10-K/A for the year
ended December 31, 1998. We also consent to all references to our firm in such
Post-Effective Amendment.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ CLARENCE M. NETHERLAND
------------------------------------
Clarence M. Netherland,
Chairman
Dallas, Texas
June 15, 1999
