UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 25, 2000 (November 18, 1999)
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-20872 41-0518430
(State or other (Commission File (I.R.S Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(303)861-8140
Not applicable
(Former name or former address, if changed since last report)
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EXPLANATORY NOTE:
This amendment to the Current Report on Form 8-K filed December 30, 1999
relates to the acquisition of King Ranch Energy, Inc. by St. Mary Land &
Exploration Company which was completed on December 17, 1999. The sole purpose
of this amendment is to incorporate by reference the unaudited financial
statements of King Ranch Energy for the six months ended June 30, 1999 and 1998
and the pro forma financial statements of St. Mary for the six months ended June
30, 1999 which give effect to the acquisition of King Ranch Energy, which
statements were previously filed in the related Registration Statement on Form
S-4 for the transaction. These previously filed statements represent
substantially the same information as such statements as of September 30, 1999,
and thus a separate filing of the September 30, 1999 statements is not required
pursuant to General Instruction B.3 to Form 8-K.
ITEM 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The audited financial statements of King Ranch Energy for the years ended
December 31, 1998, 1997 and 1996 and the unaudited financial statements of King
Ranch Energy for the six months ended June 30, 1999 and 1998 are included in St.
Mary's Amendment No. 2 to Registration Statement on Form S-4 (Registration No.
333-85537) filed with the SEC on November 12, 1999 and are incorporated herein
by reference.
(b) Pro forma financial information.
The pro forma financial statements of St. Mary for the six months ended
June 30, 1999 which give effect to the acquisition of King Ranch Energy are
included in St. Mary's Amendment No. 2 to Registration Statement on Form S-4
(Registration No. 333-85537) filed with the SEC on November 12, 1999 and are
incorporated herein by reference.
(c) Exhibits.
The following exhibits are furnished as part of this report:
Exhibit 2.1 Agreement and Plan of Merger dated July 27, 1999 among St. Mary
Land & Exploration Company, St. Mary Energy Company, King Ranch, Inc.,
and King Ranch Energy, Inc., as amended by Amendment Nos. 1 and 2
dated November 8, 1999 (filed as Exhibit 2.1 to St. Mary's Amendment
No. 2 to Registration Statement on Form S-4 (Registration No.
333-85537)filed with the SEC on November 12, 1999 and incorporated
herein by reference)
Exhibit 23.1 Consent of Deloitte & Touche LLP*
Exhibit 99.1 Press release of St. Mary Land & Exploration Company dated
December 17, 1999**
---------------------------
* Filed herewith
**Previously filed with the original report
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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 hereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
Date: February 25, 2000 By /s/ MARK A. HELLERSTEIN
--------------------------
Mark A. Hellerstein
President and Chief Executive
Officer
Date: February 25, 2000 By /s/ RICHARD C. NORRIS
-------------------------
Richard C. Norris
Vice President - Finance,
Treasurer and Secretary
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A under the Securities Exchange Act of 1934 of St. Mary Land & Exploration
Company dated February 25, 2000 of our report on King Ranch Energy, Inc. and
subsidiaries dated March 2, 1999 and contained in Registration Statement
333-85537 of St. Mary Land & Exploration Company on Form S-4 under the
Securities Act of 1933 insofar as such report relates to the financial
statements of King Ranch Energy, Inc. and subsidiaries for the year ended
December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
February 25, 2000
