SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Event that Occurred on December 16, 1996
__________
Commission File Number 0-20872
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 41-0518430
(State or other Jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
(303) 861-8140
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 16, 1996, Chelsea Corporation ("Chelsea"), a wholly owned,
second-tier subsidiary of St. Mary Land & Exploration Company (the
"Registrant"), executed an Acquisition Agreement to sell its 18% interest in the
Anderman/Smith International-Chernogorskoye Partnership (the "Partnership
Interest") to Ural Petroleum Corporation ("UPC").
On February 12, 1997, Chelsea closed the sale and exchange of the Partnership
Interest for net consideration of $17.2 million, composed of cash, common stock
of UPC and an amount payable out of production. In accordance with the terms of
the acquisition agreement, Chelsea received cash consideration of $5.2 million,
$1.7 million of UPC common stock and a receivable in the form of an amount
payable out of production of $10.3 million plus interest at 10% per annum from
the limited liability company formed to hold the Partnership Interest. Chelsea
may elect to convert all or a portion of its receivable into UPC common stock
immediately prior to an initial public offering of such stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
No financial statements are required by Item 7(a).
(b) Pro Forma Financial Information.
No pro forma financial information is required to be reported by Item
7(b).
(c) Exhibit.
The Acquisition Agreement between Chelsea Corporation, a wholly owned,
second-tier subsidiary of the Registrant, and Ural Petroleum
Corporation is attached hereto as Exhibit 10.43. *
____________________
* Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
St. Mary Land & Exploration Company
February 18, 1997 By /s/ MARK A. HELLERSTEIN
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Mark A Hellerstein
President and Chief Executive Officer
February 18, 1997 By /s/ RICHARD C. NORRIS
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Richard C. Norris
Vice President - Accounting and
Administration and Chief Accounting
Officer
