SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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SANTA FE SNYDER SAVINGS INVESTMENT PLAN
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SANTA FE SNYDER CORPORATION
840 GESSNER, SUITE 1400
HOUSTON, TEXAS 77024
<PAGE>
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 SNYDER
SAVINGS INVESTMENT PLAN
By: /S/ Mark A. Older
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Mark A. Older
Member - Employee Benefits
Committee
Date: JUNE 28, 2000
<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
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PAGE
(a) Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits at
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4 - 10
(b) Additional Information:*
Schedule of Assets Held for Investment Purposes as of
December 31, 1999 11
(c) Exhibits
23(a) - Consent of Independent Accountants
* All other schedules required by Section 2520.103-10 of the Department of
Labor 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.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Employee Benefits Committee of the
Santa Fe Snyder Savings Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Santa Fe Snyder Savings Investment Plan (the "Plan") at December 31, 1999
and 1998, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States. 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 auditing standards generally accepted in the United States,
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 conducted 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, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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 supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
Houston, Texas
June 27, 2000
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SANTA FE SNYDER SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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1999 1998
Investments, at fair value:
Mutual funds $ 58,690,177 $ 33,679,349
Santa Fe Snyder Corporation common stock 12,854,642 8,162,376
Loans to participants 1,423,092 1,296,679
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Total investments 72,967,911 43,138,404
Receivables:
Employer contributions 626,138 218,873
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Net assets available for plan benefits $ 73,594,049 $ 43,357,277
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The accompanying notes are an integral part of these financial statements.
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Additions to net assets attributable to:-
Investment income:
Interest and dividends ................................. $ 3,222,390 $ 1,524,718
Net appreciation (depreciation) in value of investments:
Mutual funds .......................................... 8,335,154 3,348,664
Santa Fe Snyder Corporation common stock .............. 1,043,864 (3,560,216)
Contributions:
Employer ............................................... 1,984,112 1,199,979
Employees .............................................. 2,709,358 2,844,206
Transfer from other plan ............................... 18,313,485
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Total additions ....................................... 35,608,363 5,357,351
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Deductions to net assets attributed to:
Trustee fees ............................................. 2,378 1,358
Net benefits paid to participants ........................ 5,369,213 1,150,468
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Total deductions ...................................... 5,371,591 1,151,826
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Changes in net assets ....................................... 30,236,772 4,205,525
Net assets available for plan benefits:
Beginning of period ...................................... 43,357,277 39,151,752
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End of period ............................................ $ 73,594,049 $ 43,357,277
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF THE PLAN
The following description of the Santa Fe Snyder Savings Investment Plan
(the Plan) is provided for general information purposes only. Participants
should refer to the Plan document 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 for employees of Santa Fe Snyder
Corporation (SFS or the Company) and is subject to the provisions of the
Employee Retirement Security Act of 1974 (ERISA).
Effective May 5, 1999, Santa Fe Energy Resources, Inc. merged with Snyder
Oil Corporation and adopted the name SFS. In conjunction with the merger,
the Board of Directors approved a merger between the Plan and the Snyder
Oil Corporation Profit Sharing and Savings Plan. The Board of Directors
also approved the immediate vesting of Plan benefits for all persons
employed on the merger date.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Employee Benefits Committee appointed by
the Board of Directors of the Company. Effective April 1, 1996, Putnam
Fiduciary Trust Company was appointed trustee and recordkeeper of the
Plan, and all Plan assets were transferred to the new trustee's custody.
ELIGIBILITY
Substantially all salaried, full-time employees of the Company are
eligible to participate in the Plan on the first day of the month
following their date of hire. Eligible employees may become participants
in the Plan by authorizing regular payroll deductions and designating
investment allocations for such deductions. At December 31, 1999, there
were 599 participants in the Plan.
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 $10,000 in 1999 and 1998. This limitation is periodically
adjusted to reflect cost-of-living adjustments. Further, the Internal
Revenue Code (the 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 and
regulations promulgated under the Code. These rules generally provide that
for any Plan year in which the Plan is "top-heavy," certain additional
restrictions apply to contributions made on behalf of key employees. There
were no
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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such restrictions on the Plan due to "top-heavy" provisions during
1999 or 1998.
The Company matches employee contributions for an amount up to 4% of each
participant's base salary (the Regular Matching Contribution). In
addition, if at the end of each fiscal year the Company's financial
performance for such year has met or exceeded certain predetermined
criteria, each participant will receive an additional matching
contribution (the Performance Matching Contribution) of up to 50% of the
Regular Matching Contribution. For the years ended December 31, 1999 and
1998, the Company made Performance Matching Contributions of $626,138 and
$218,873, respectively. The Performance Matching Contribution amounts for
1999 and 1998 are accrued as a receivable from employer in the statement
of net assets available for plan benefits at December 31, 1999 and 1998.
Both the Regular and Performance Matching Contributions are entirely in
the form of Company stock and are 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 provided that such contribution qualifies as a "rollover"
contribution in accordance with Section 402 of the Code, or is made by a
direct trust-to-trust transfer.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and an allocation of (a) the Company's contribution, (b) earnings from
Plan funds in which the participant has invested and (c) forfeitures of
the unvested portion of terminated participants' accounts (which reduce
the Company's contribution). Allocations are based on participant earnings
or account balances, as defined.
VESTING
Participants are 100% vested at all times with respect to their
contributions and rollover accounts. Participants' employer contributions
vest at a rate of 20% per year for each full year of service and become
100% vested after five full years of service, or in the case of death,
total disability, attainment of normal retirement age or in certain other
circumstances.
INVESTMENTS
Participants can direct all contributions made on their behalf into one or
all of the Plan's investment funds. Contribution rates may be changed at
any time.
Effective April 1, 1996 and continuing through December 31, 1999, the
eight investment funds of the Plan were as follows:
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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FUND 1 - the "Stable Value Fund" invests primarily in a collective
investment trust consisting of high-quality annuity investment
contracts issued by insurance companies or banks to preserve capital
and maintain a consistent yield of current income. The fund also
maintains investments in two previously negotiated guaranteed
investment contracts issued by an insurance company that were
transferred to the fund from the Plan's previous trustee. For
liquidity purposes, a portion of the fund's assets are invested in
high-quality money market instruments. The fund is managed by Putnam
Investments, Inc.
FUND 2 - the "Growth and Income Fund" invests primarily in the stock of
large, well-established corporations in a variety of industries with an
above-average history of dividend payments. The Fund's goal is to
obtain long-term capital appreciation while also providing current
income. The fund is managed by Putnam Investments, Inc.
FUND 3 - the "Total Return Fund" invests in a combination of (a) large
corporation stocks that are historically strong performers and (b)
high-quality fixed-income securities. The objective of this Fund is to
achieve a high total return, long-term capital appreciation and current
income. The fund is managed by Invesco Funds Group, Inc.
FUND 4 - the "Putnam S&P Index Fund" invests in the common stock of the
500 industrial, utility, financial and transportation companies that
comprise the Standard & Poor's 500 Stock Composite Index. The Fund
attempts to mirror the performance of such index. The fund is managed
by Putnam Investments, Inc.
FUND 5 - the "Voyager Fund" invests primarily in the common stock of
smaller, growth-oriented companies and larger, well-established
corporations that the fund manager believes offer above-average growth
potential. The fund's investment objective is rapid capital
appreciation. The fund is managed by Putnam Investments, Inc.
FUND 6 - the "Overseas Growth Fund" invests in the common stock of
companies located outside of North America, that offer above-average
growth potential. The Fund's overall objective is long-term capital
appreciation. The fund is managed by Putnam Investments, Inc.
FUND 7 - the "New Opportunities Fund" invests primarily in the common
stock of companies within certain emerging industry groups which have
been identified by the fund manager as having above-average potential
for growth. The Fund's overall objective is long-term capital
appreciation. The fund is managed by Putnam Investments, Inc.
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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FUND 8 - the "Company Stock Fund" invests in the common stock of the
Company. Dividends and other distributions, or amounts received in
respect of Company stock, are reinvested in additional shares, and each
participant's account is credited with a proportionate number of the
incremental shares.
LOANS
Loans may be made pursuant to the Plan. With respect to Plan loans, the
provisions of the Plan (1) allow for the securing of loans by, among other
things, the value of the participants' vested account balance, (2)
establish a reasonable rate of interest, (3) set forth maximum loan terms,
(4) establish any minimum and maximum loan amounts and (5) establish a
fixed repayment schedule. Two loans per employee may be outstanding at one
time; a third loan will not be permitted until one of the prior loans has
been paid in full.
During 1999 and 1998, $763,750 and $677,883 of new loans were issued to
participants, and $606,087 and $623,427 of principal payments were
received from participants, respectively. At December 31, 1999, the
interest rate charged on loans from the Plan ranged from 8.75% to 9.5%,
depending upon the prime rate on the date of the loan.
WITHDRAWALS, TRANSFERS AND FORFEITURES
In the event of a participant's death, 100% of the participant's account
balance is paid to designated beneficiaries. In the event of termination
of employment, participants receive a distribution equal to the vested
value of their account as of the valuation date on or following their
termination of employment or normal retirement date. As allowed by the
Code, the Plan also provides for hardship withdrawals under certain
circumstances. Distributions may be made in a lump-sum payment or through
monthly instalments for a specified period, or in the case of accounts
invested in the Company Stock Fund, may be paid all in stock or part in
stock and part in cash.
Forfeitures of unvested employer contributions are applied against future
employer contributions. Such forfeitures were $41,519 and $70,363 for the
years ended December 31, 1999 and 1998, 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 ERISA. In
the event of Plan termination, participants become fully vested in their
accounts.
The Plan was amended on May 5, 1999 to approve full vesting of employees
of record on May 5, 1999 and determine contribution and other features of
the Plan as it relates to the merger with the
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SANTA FE SNYDER SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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Snyder Oil Corporation Profit Sharing and Savings Plan. No additional
amendments were made during plan year 1999.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
Financial statements of the Plan are prepared on the accrual basis of
accounting and include all adjustments necessary to present fairly the
financial statements of the Plan in accordance with generally accepted
accounting principles.
VALUATION OF INVESTMENTS
Investments in the Stable Value Fund are valued at contract or fair market
value. Valuations of investments in common stock and shares in registered
investment company funds are based upon published quotations for the last
business day of the Plan year. The valuation of the Putnam 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 periods in which the Company
makes payroll deductions from the Plan participants' earnings. Matching
Company contributions are recorded in the comparable period.
INCOME RECOGNITION
Investment income from dividends and interest is recorded on the accrual
basis, with dividends accrued on the ex-dividend date.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
BENEFITS
Benefit claims are accrued when they have been processed and approved for
payment by the Plan. Claims processed and approved, but unpaid as of the
Plan's fiscal year end, are not shown as liabilities on the statement of
net assets available for plan benefits but are reflected as liabilities on
the Plan's Form 5500.
EXPENSES
Plan administrative expenses are borne by the Company, except for loan
origination and maintenance fees related to Plan loans which are paid by
the participants.
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities and the periods in which certain items
of revenue and expense are included. Actual results may differ from such
estimates.
NEW ACCOUNTING STANDARDS
Effective December 15, 1999, the Plan adopted Statement of Position 99-3,
"Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters" (the SOP). The SOP modifies
disclosures related to participant-directed investments, significant
investment holdings of the Plan and benefit-responsive investment
contracts. The Plan's financial statement disclosures, where applicable,
have been conformed to the SOP.
3. FEDERAL INCOME TAX STATUS OF THE PLAN
The Internal Revenue Service issued a favorable letter of determination
with respect to the tax status of the Plan dated November 19, 1997.
Management believes the Plan's design and operations are in compliance
with the applicable requirements of the Internal Revenue Code (Code).
Therefore, the related trust is exempt from federal income tax under Code
Section 501(a).
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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4. INVESTMENTS
The following table represents the fair values of investments as of
December 31, 1999 and 1998. Investments that represent 5% or more of the
Plan's net assets are separately identified:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Investments at fair value as determined by
quoted market price:
Company Stock Fund ......................................... $12,854,642 $ 8,162,376
Total Return Fund .......................................... 4,975,316 2,933,781
Grown & Income Fund ........................................ 2,764,496
Voyager Fund ............................................... 8,451,399 5,104,664
Stable Value Fund .......................................... 12,631,982 9,567,604
New Opportunities Fund ..................................... 12,000,938 4,441,486
S&P Index Fund ............................................. 13,813,945 7,233,742
Other collective trust funds ............................... 6,816,597 1,633,576
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Total fair value of investments ......................... $71,544,819 $41,841,725
=========== ===========
</TABLE>
5. SUBSEQUENT EVENT
On May 25, 2000, the Company and Devon Energy Corporation agreed to merge.
The effect of the merger on the Plan has not been determined.
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<PAGE>
SANTA FE SNYDER SAVINGS INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
(A) (C) (D)
PARTY-IN- (B) DESCRIPTION NUMBER CURRENT
INTEREST ISSUER OF INVESTMENT OF SHARES VALUE
<S> <C> <C>
* Putnam Investments, Inc. Company Stock Fund 1,606,834 $12,854,642
Invesco Funds Group, Inc. Total Return Fund 171,800 4,975,316
* Putnam Investments, Inc. Growth & Income Fund 178,910 3,354,555
* Putnam Investments, Inc. Voyager Fund 272,978 8,451,399
* Putnam Investments, Inc. Stable Value Fund 12,631,982 12,631,982
* Putnam Investments, Inc. New Opportunities Fund 131,936 12,000,938
* Putnam Investments, Inc. Overseas Growth Fund 116,646 3,462,042
* Putnam Investments, Inc. S&P Index Fund 395,362 13,813,945
Participant loans Range of maturities -
March 31, 1998 -
February 25, 2013 1,423,092
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Total current value of investments $72,967,911
============
</TABLE>
* Invested with a party-in-interest to the Plan as defined by ERISA.
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