SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 10, 2001 (November 29, 2001)
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 000-20872 41-0518430
(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) File Number) Identification No.)
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.)
Item 2. Acquisition or Disposition of Assets.
On November 29, 2001, St. Mary Land & Exploration Company (the
"Company"), through its wholly-owned subsidiary Nance Petroleum
Corporation, acquired certain producing and nonproducing oil and gas
properties in Montana, North Dakota, Wyoming and Colorado from Choctaw II
Oil & Gas, LTD ("Choctaw") for a purchase price of $40.6 million in
cash after normal purchase price adjustments. The Company utilized cash on
hand and a portion of its existing credit facility with Bank of America to
fund the acquisition. The transaction was consummated pursuant to Purchase
and Sale Agreement dated September 28, 2001, effective as of September 1,
2001.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Financial statements for the acquired properties are not required to
be filed with this report.
(b) Pro forma financial information.
Pro forma financial statements, which give effect to the acquisition
of the acquired properties, are not required to be filed with this
report.
(c) Exhibits.
The following exhibits are furnished as part of this report:
Exhibit 10.1* Purchase and Sale Agreement dated September 28, 2001,
effective as of September 1, 2001; between Choctaw II
Oil & Gas, LTD and Nance Petroleum Corporation
Exhibit 3.1** Amendments to St. Mary Land & Exploration Company
By-Laws adopted July 19, 2001
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* Filed herewith.
** Filed herewith. Such amendments are reflected in the complete Restated
By-Laws of St. Mary Land & Exploration Company, as amended July 19,
2001, filed as Exhibit 3.1 to the registrant's Quarterly Report on Form
10-Q (File No. 000-20872) for the quarter ended September 30, 2001.
SIGNATURES
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 hereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
Date: December 10, 2001 /s/ MARK A. HELLERSTEIN
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Mark A. Hellerstein
President and Chief Executive Officer
Date: December 10, 2001 /s/ RICHARD C. NORRIS
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Richard C. Norris
Vice President - Finance,
Treasurer and Secretary