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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
July 27, 1999
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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 5. OTHER EVENTS.
On July 27, 1999, St. Mary Land & Exploration Company (the "Registrant") entered
into an agreement to acquire King Ranch Energy, Inc. ("KRE"), a subsidiary of
King Ranch, Inc., in a merger in which the Registrant will issue 2,666,252
shares of its common stock to shareholders of King Ranch and KRE will become a
wholly owned subsidiary of the Registrant. KRE's properties are located
primarily in the Gulf of Mexico and the onshore Gulf Coast. KRE's 1998
production was 48.8 MMCF equivalent per day. KRE's reported reserves at December
31, 1998, plus an acquisition made early in 1999, were 64.7 BCF equivalent and
82% natural gas. The merger agreement, which has been unanimously approved by
the Boards of Directors of both companies, is subject to obtaining a favorable
vote of the shareholders of the Registrant and King Ranch.
The press release of the Registrant announcing the merger agreement is filed as
Exhibit 99.1 to this report.
ITEM 7. EXHIBITS.
(c) Exhibit. The following exhibit is furnished as part of this report:
Exhibit 99.1 Press release of St. Mary Land & Exploration Company dated
July 27, 1999.
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SIGNATURES
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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 hereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
July 29, 1999 By /s/ MARK A. HELLERSTEIN
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Mark A. Hellerstein
President and Chief Executive
Officer
July 29, 1999 By /s/ RICHARD C. NORRIS
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Richard C. Norris
Vice President - Finance,
Treasurer and Secretary
EXHIBIT 99.1
Information:
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Mark A. Hellerstein
Jennifer Dethloff
Adele A. Linneman
303-861-8140
FOR IMMEDIATE RELEASE
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ST. MARY SIGNS MERGER AGREEMENT
WITH KING RANCH ENERGY
DENVER, July 27, 1999 - St. Mary Land & Exploration Company (Nasdaq: MARY)
announced that it had signed an agreement to acquire King Ranch Energy, Inc.
("KRE"), a subsidiary of King Ranch, Inc., in a merger in which St. Mary will
issue 2,666,252 common shares to shareholders of King Ranch and KRE will become
a wholly owned subsidiary of St. Mary. KRE's properties are located primarily in
the Gulf of Mexico and the onshore Gulf Coast. Other than accounts payable, KRE
has no debt to be assumed.
KRE's reported reserves at December 31, 1998, plus an acquisition made early in
1999, were 64.7 BCF equivalent. Production for 1998 was 48.8 MMCF equivalent per
day. The KRE reserves are 82% natural gas.
Tom Congdon, Chairman of St. Mary, commented, "There's a natural affinity
between the long-standing stockholders of St. Mary and the owners of King Ranch
Energy. Both invest for the long term with the objective of building value."
This accretive transaction will also combine the quality assets of both
companies under a single management, with the result that significant cost
savings are anticipated.
The agreement, which has been unanimously approved by the Boards of Directors of
both companies, is subject to obtaining a favorable vote of St. Mary and King
Ranch shareholders.
Deutsche Banc Alex. Brown acted as St. Mary's financial advisor in this
transaction. Nesbitt Burns Securities, Inc. acted as advisor to King Ranch, Inc.
Except for historical information herein, statements in this release, including
information regarding the business of the Company, may be forward looking
statements. These statements involve known and unknown risks, such as
uncertainties in cash flow, the volatility and level of oil and natural gas
prices, production rates and reserve replacement, reserve estimates, drilling
and operating risks, competition, the impact of the year 2000 computer issue and
the potential impact of government regulations, litigation and environmental
matters, that may cause the Company's actual results to differ materially from
forecasted results.
St. Mary Land & Exploration Company (Nasdaq: MARY), an independent oil and gas
concern, has diversified exploration, development and production holdings in the
Mid-Continent region; the tri-state area of northern Louisiana, Southern
Arkansas, and eastern Texas; south Louisiana; and the Williston and Permian
Basins.
