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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
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 5, 1999
SANTA FE SNYDER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-7667 36-2722169
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
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)
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ITEM 5. OTHER EVENTS
On May 5, 1999, Santa Fe Synder Corporation issued press releases
announcing the completion of the merger of Snyder Oil Corporation with and into
Santa Fe Energy Resources, Inc., the change of the surviving corporation's name
to Santa Fe Snyder Corporation and the election of five new directors. These
press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on
Form 8-K, and the contents of such Exhibits are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated May 5, 1999.
99.2 Press Release, dated May 5, 1999.
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SIGNATURE
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/ Mark A. Older
--------------------------------
Mark A. Older
Corporate Secretary
Date: May 5, 1999
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EXHIBIT 99.1
SANTA FE ENERGY AND SNYDER OIL SHAREHOLDERS APPROVE MERGER
HOUSTON, TEXAS, MAY 5, 1999 - The shareholders of Santa Fe Energy Resources
(NYSE: SFR) and Snyder Oil Corporation (NYSE: SNY) today overwhelmingly approved
the merger of the two companies during special meetings. [Over 99% of the
voting shareholders of each company voted in favor of the merger.] Santa Fe
shareholders approved changing the company's name to "Santa Fe Snyder
Corporation." Legal documents will be filed immediately to finalize the merger
transaction, with completion expected today. Santa Fe Snyder's common stock
will begin trading on the New York Stock Exchange at the opening of business on
Thursday, May 6 under the new ticker symbol "SFS" and new CUSIP number
80218K 10 5.
Santa Fe shareholders also approved the expansion of the board to 11 members and
an increase in the company's authorized shares of capital stock to 350 million.
Under terms of the merger approved today by shareholders, Snyder shareholders
will receive 2.05 shares of Santa Fe common stock for each share of Snyder,
resulting in Santa Fe shareholders owning 60 percent and Snyder shareholders
owning 40 percent of Santa Fe Snyder. The transaction will be accounted for as
a purchase and will be tax free to Snyder shareholders. Santa Fe shareholders
will retain their stock certificates. Snyder shareholders will be sent letters
of transmittal and other instructions for exchanging their stock certificates
for certificates representing the new Santa Fe Snyder common stock.
John C. Snyder, currently the Chairman and Chief Executive Officer of Snyder
will be the Chairman of Santa Fe Snyder and James L. Payne, currently the
Chairman and CEO of Santa Fe will be the CEO of the new company. The eleven-
person board will be composed of five members from Snyder's current directors
and the existing six directors from Santa Fe.
"The new Santa Fe Snyder Corporation brings together two financially strong
companies with complementary domestic and international operations. We are
appreciative of the support of our shareholders and are committed to growing the
combined company on their behalf," John Snyder said.
Jim Payne added, "We are excited about the union of Santa Fe and Snyder and
believe that our enhanced strength will allow us to move quickly in pursuit of
global opportunities and domestic acquisitions that enhance shareholder value."
The combination of Santa Fe and Snyder will result in a Houston-based
exploration and production company with reserves of 315 million barrels of oil
equivalent (BOE) as of January 1, 1999. Combined production for 1999 is expected
to be approximately 105,000 BOE per day with 55 percent natural gas and 70
percent domestic production.
The combined company has a superior record of growth both in the United States
and internationally and has a large exploitation inventory as well as a
substantial portfolio of exploratory prospects to continue that growth through
the drillbit. Based on combined three-year results through 1998, 270
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percent of production was replaced (75 percent from drilling) at a finding and
development cost of $4.97 per BOE. The combined balance sheet provides the scale
and the financial strength to actively participate in the industry's
consolidation.
COMBINED COMPANY HIGHLIGHTS
. Market capitalization of $1.6 billion
- Three-year average historical performance statistics:
- Production growth 14 percent
- Reserve growth 26 percent
- Reserve replacement ratio 270 percent
- Finding & development cost $4.97 per BOE
. Worldwide proved reserves of 315 million BOE, 65 percent domestic and 35
percent international, 60 percent oil and 40 percent natural gas.
. Estimated 1999 combined production of 105,000 BOE per day, 55 percent natural
gas and 45 percent oil.
. Estimated 1999 combined domestic production of 76,000 BOE per day, 67 percent
natural gas and 33 percent oil.
. 11.5 million acres of net undeveloped lease inventory.
. Management Team:
- John C. Snyder Chairman
- James L. Payne Chief Executive Officer
- Hugh L. Boyt President - International
- William G. Hargett President - North America
- Janet F. Clark Executive VP - Corporate Development
- Mark A. Jackson Executive VP - Chief Financial Officer
- Tim S. Parker Executive VP - Exploration
- Duane C. Radtke Executive VP - Production
Santa Fe Snyder Corporation is a large oil and gas independent with operations
in the United States, Southeast Asia, South America and West Africa. Its shares
will be traded on the New York Stock Exchange under the symbol SFS.
Contact: Santa Fe Snyder Corporation
Rodney L. Waller - Financial
713-507-5388
Kathy E. Hager - Media
713-507-5315
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This press release includes "forward looking statements" as defined by the
Securities and Exchange Commission. Such statements are those concerning the
company's plans, synergies, expectations and objectives for future operations.
All statements, other than statements of historical facts, included in this
press release that address activities, events or developments that the company
expects, believes or anticipates will or may occur in the future are forward
looking statements. This includes reserve estimates, future production of oil
and gas, future financial performance and other matters. These statements are
based on certain assumptions, which the company believes are reasonable, but
which are subject to a wide range of uncertainties and business risks. Factors
that could cause actual results to differ materially from those anticipated are
discussed in the company's periodic filings with the Securities and Exchange
Commission, including Santa Fe Energy Resourses' Annual Report on Form 10-K for
the year ended December 31, 1998.
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EXHIBIT 99.2
SANTA FE ENERGY RESOURCES CHANGES NAME
TO SANTA FE SNYDER CORPORATION
AND ELECTS FIVE NEW DIRECTORS
HOUSTON, TEXAS, MAY 5, 1999 - SANTA FE ENERGY RESOURCES (NYSE: SFR) today
announced the changing of its name to "Santa Fe Snyder Corporation" and the
election of five additional directors to the Company's board, effective
immediately upon closing of the Company's merger with Snyder Oil Corporation
(NYSE: SNY).
The merger of Santa Fe and Snyder was overwhelmingly approved today by
shareholders of both companies, and documents are being filed in Delaware to
finalize the transaction. The merged company's board of directors will include
the six existing Santa Fe board members and five new members from the former
Snyder board.
Joining Santa Fe Snyder's board will be:
. JOHN C. SNYDER, Chairman and Chief Executive Officer of Snyder. Mr. Snyder
will serve as Chairman of the merged company. He is a director of SOCO
International plc and Texas Capital Bancshares Inc. and a member of the
National Petroleum Council.
. JOHN A. HILL, Vice Chairman and Managing Director of First Reserve
Corporation. Mr. Hill serves as a director of TransMontaigne Inc. and James
River Coal Co. He is Vice Chairman and a trustee of the Putnam Funds.
. HAROLD R. LOGAN, JR., Executive Vice President/Finance and director of
TransMontaigne Inc. He also serves as a director of Suburban Propane Partners,
L.P. and Union Bank Shares, Ltd.
. JAMES E. MCCORMICK, former President, Chief Operating Officer and director of
Oryx Energy Company. Mr. McCormick serves as a director of Lone Star
Technologies, B.J. Services, Inc., TESCO Corporation and Dallas National Bank.
. EDWARD T. STORY, Chief Executive Officer of SOCO International plc, an
independent international oil and gas company traded on the London Stock
Exchange. He is a director of Cairn Energy plc, First Banks America, Inc.,
Hallwood Realty Corporation and Sen Hong Resources, formerly Seaunion Holdings
Limited.
These five directors will serve with Santa Fe's current six directors:
. JAMES L. PAYNE, Chairman and Chief Executive Officer of Santa Fe Energy
Resources. Mr. Payne will serve as the Chief Executive Officer of the merged
company. Mr. Payne is a director of Pool Energy Services Co. and B.J.
Services, Inc.
. WILLIAM E. GREEHEY, Chairman and Chief Executive Officer of Valero Energy
Corporation.
. MELVYN N. KLEIN, attorney, private investor, and the sole stockholder of a
general partner of GKH Partners, L.P. Mr. Klein is also a principal of
Questor Management Company and director of Anixter International, Bayou Steel
Corporation and Hanover Compressor Corporation.
. ALLAN V. MARTINI, retired Vice President Exploration and Production and
director of Chevron Corporation.
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. REUBEN F. RICHARDS, retired Chairman and Chief Executive Officer of Terra
Industries, Inc. Mr. Richards is a director of Ecolab, Inc., Engelhard
Corporation, and Potlatch Corporation.
. KATHRYN D. WRISTON is a director of various corporations, including
Northwestern Mutual Life Insurance Company and The Stanley Works.
Additionally, Santa Fe Snyder Corporation has set September 2, 1999 as the
meeting date for its annual shareholders' meeting. A record date will be set at
a later date.
Santa Fe Snyder Corporation is a large oil and gas independent with operations
in the United States, Southeast Asia, South America and West Africa. Its shares
will be traded on the New York Stock Exchange under the symbol SFS.
Contact: Santa Fe Snyder Corporation
Rodney L. Waller - Financial
713-507-5388
Kathy E. Hager - Media
713-507-5315
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