12/06/02 Supplement 2 to Prospectus
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-88712
PROSPECTUS SUPPLEMENT NO. 2
DATED DECEMBER 6, 2002
TO
PROSPECTUS
DATED AUGUST 28, 2002
[St. Mary Land & Exploration Company Logo]
St. Mary Land & Exploration Company
$100,000,000
5.75% Senior Convertible Notes Due 2022
and 3,846,153 Shares of Common Stock Issuable
Upon Conversion of the Notes
This prospectus supplement relates to the offering for resale of
$100,000,000 aggregate principal amount of our 5.75% Senior Convertible Notes
due 2022 and 3,846,153 shares of our common stock issuable upon conversion of
the notes.
This prospectus supplement, which supplements our prospectus dated
August 28, 2002, amends the "Selling Securityholders" section beginning on page
43 of the prospectus to read as set forth beginning on page S-1 of this
prospectus supplement. The selling securityholders named in this prospectus
supplement may use the prospectus and this prospectus supplement to offer and
sell their notes and/or the shares of common stock issuable upon conversion of
their notes. A copy of the prospectus should be delivered to you together with
this prospectus supplement.
Investing in the notes and shares of our common stock involves a high
degree of risk. See "Risk Factors" beginning on page 6 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is December 6, 2002.
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You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus to which it refers.
We have not authorized anyone to provide you with different information. The
selling securityholders are offering to sell, and seeking offers to buy, the
securities only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus supplement and the prospectus to which
it refers is accurate only as of their respective dates regardless of the time
of delivery of this prospectus supplement and the prospectus to which it refers
or any sale of the securities. In this prospectus supplement, references to
"we," "us," and "our" refer to St. Mary Land & Exploration Company and its
subsidiaries.
TABLE OF CONTENTS
SELLING SECURITYHOLDERS..................................................... S-1
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SELLING SECURITYHOLDERS
We originally issued the notes in a private placement in March 2002.
The notes were resold by the initial purchasers in transactions exempt from the
registration requirements of the Securities Act to persons reasonably believed
by the initial purchasers to be "qualified institutional buyers" as defined by
Rule 144A under the Securities Act. The selling securityholders may from time to
time offer and sell pursuant to this prospectus any or all of the notes listed
below and the shares of common stock issued upon conversion of such notes. When
we refer to the "selling securityholders" in this prospectus, we mean those
persons listed in the table below, as well as the pledgees, donees, assignees,
transferees, successors and others who later hold any of the selling
securityholders' interests.
The table below sets forth the name of each selling securityholder, the
principal amount at maturity of notes that each selling securityholder may offer
under this prospectus and the number of shares of common stock into which such
notes are convertible. Unless set forth below, to our knowledge, none of the
selling securityholders has, or within the past three years has had, any
material relationship with us or any of our affiliates or beneficially owns in
excess of 1% of the outstanding common stock.
The principal amounts of the notes provided in the table below are
based on information provided to us by each of the selling securityholders
through December 6, 2002 and the percentages are based on $100,000,000 principal
amount at maturity of notes outstanding. The number of shares of common stock
that may be sold is calculated based on the current conversion price of $26.00
per share, or a conversion rate of approximately 38.4615 shares of common stock
per $1,000 principal amount at maturity of the notes.
Since the date on which each selling securityholder provided this
information, each selling securityholder identified below may have sold,
transferred or otherwise disposed of all or a portion of their notes in a
transaction exempt from the registration requirements of the Securities Act.
Information concerning the selling securityholders may change from time to time
and any changed information will be set forth in supplements to this prospectus
to the extent required. In addition, the conversion ratio, and therefore the
number of shares of our common stock issuable upon conversion of the notes, is
subject to adjustment. Accordingly, the number of shares of common stock
issuable upon conversion of the notes may increase or decrease.
The selling securityholders may from time to time offer and sell any or
all of the securities under this prospectus. Because the selling securityholders
are not obligated to sell the notes or the shares of common stock issuable upon
conversion of the notes, we cannot estimate the amount of the notes or how many
shares of common stock that the selling securityholders will hold upon
consummation of any such sales.
S-1
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Aggregate Principal Number of Shares Percentage of
Amount at Maturity Percentage of Common Stock Shares of Common
of Notes That of Notes That May be Stock
May be Sold Outstanding Sold(1) Outstanding(2)
----------- ----------- ------- -------------
Name
----
Alexandra Global Investment Fund 1, Ltd. $2,000,000 2.00% 76,923 *
Alpine Associates $3,400,000 3.40% 130,769 *
Alpine Partners, L.P. $450,000 * 17,307 *
Bear, Stearns & Co. Inc. (3) $5,650,000 5.65% 217,307 *
BNP Paribas Equity Strategies, SNC (4) $1,527,000 1.53% 58,730 *
CALAMOS(R) Market Neutral Fund --
CALAMOS(R)Investment Trust $2,500,000 2.50% 96,153 *
Cannacord Capital Corporation $100,000 * 3,846 *
Cobra Fund U.S.A., L.P. $225,000 * 8,653 *
Cobra Master Fund, Ltd. $1,275,000 1.28% 49,038 *
Context Convertible Arbitrage Fund, LP $275,000 * 10,576 *
CooperNeff Convertible Strategies
(Cayman) Master Fund, L.P. $775,000 * 29,807 *
Deutsche Bank Securities Inc. $15,750,000 15.75% 605,769 2.13%
JP Morgan Securities Inc. (5) $6,450,000 6.45% 248,076 *
KBC Financial Products USA Inc. $1,500,000 1.50% 57,692 *
Man Convertible Bond Master Fund, Ltd. $7,140,000 7.14% 274,615 *
McMahan Securities Co. L.P. $1,725,000 1.73% 66,346 *
Nomura Securities International Inc. (6) $5,000,000 5.00% 192,307 *
Quattro Fund, Ltd. $5,250,000 5.25% 201,923 *
Radcliffe SPC, Ltd. for and on behalf of
the Class A Convertible Crossover
Segregated Portfolio $500,000 * 19,230 *
RAM Trading Inc. $3,850,000 3.85% 148,076 *
St. Thomas Trading, Ltd. $11,860,000 11.86% 456,153 1.61%
The Northwestern Mutual Life Insurance
Company (General Account) $3,000,000 3.00% 115,384 *
The Northwestern Mutual Life Insurance
Company (Group Annuity Separate
Account) $500,000 * 19,230 *
TQA Master Fund Ltd. $2,000,000 2.00% 76,923 *
TQA Master Plus Fund Ltd. $1,500,000 1.50% 57,692 *
WPG Convertible Arbitrage Overseas
Masters Fund, LP $1,500,000 1.50% 57,692 *
Zazove Hedged Convertible Fund L.P. $1,000,000 1.00% 38,461 *
Zurich Institutional Benchmarks
Management c/o Quattro Global
Capital, LLC $1,250,000 1.25% 48,076 *
Zurich Institutional Benchmarks Master
Fund Ltd. c/o SSI Investment
Management Inc. $500,000 * 19,230 *
(continued on next page)
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CO_DOCS_A #115910 v2
Aggregate Principal Number of Shares Percentage of
Amount at Maturity Percentage of Common Stock Shares of Common
of Notes That of Notes That May be Stock
May be Sold Outstanding Sold(1) Outstanding(2)
----------- ----------- ------- -------------
Name
----
(continued from previous page)
Zurich Institutional Benchmarks Master
Fund Ltd. c/o Zazove Associates LLC $1,000,000 1.00% 38,461 *
------------ ------- --------- ------
$89,452,000 89.45% 3,440,445 10.98%
All other holders of notes or future
transferees, pledgees, donees, assignees
or successors of any such holders (7)(8) $10,548,000 10.55% 405,708(9) 1.14%
------------ ------- --------- ------
Total $100,000,000 100.00% 3,846,153 12.12%
============ ======= ========= ======
--------------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's notes at a conversion price of
$26.00 per share, or a conversion rate of approximately 38.4615 shares of
common stock per $1,000 principal amount at maturity of the notes. This
conversion rate is subject to adjustment, however, as described under
"Description of the Notes - Conversion of Notes." As a result, the number
of shares of common stock issuable upon conversion of the notes may
increase or decrease in the future. Under the indenture for the notes,
fractional shares will not be issued upon any conversion. In lieu thereof
cash will be paid based on the current market price of the stock on the
trading day immediately before the conversion date.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 27,897,836
shares of common stock outstanding as of September 30, 2002. In calculating
this amount for each holder, we treated as outstanding the number of shares
of common stock issuable upon conversion of all of that holder's notes, but
we did not assume conversion of any other holder's notes.
(3) The holder is a broker-dealer and was one of the initial purchasers of the
notes in the private placement of the notes completed in March 2002. The
notes were resold by the initial purchasers pursuant to Rule 144A under the
Securities Act, and we entered into a registration rights agreement with
the initial purchasers for the benefit of the holders of the notes and
shares of common stock issuable upon conversion of the notes. We have been
informed by the initial purchasers that they intend to make a market in the
notes. The initial purchasers are not obligated to do so, and they may
cease their market making at any time without notice. In addition, this
market making activity will be subject to limitations imposed by the
Securities Act and the Securities Exchange Act and may be limited during
the effectiveness of a registration statement relating to the notes. As of
August 28, 2002, the holder held a short position with respect to
$5,675,000 aggregate principal amount of notes not subject to transfer
restrictions due to the sale of such notes under the shelf registration
statement of which this prospectus is a part.
(4) The holder also beneficially owns 16,244 shares of St. Mary common stock.
(5) The holder also beneficially owns 18,615 shares of St. Mary common stock.
(6) The holder also beneficially owns 419 shares of St. Mary common stock.
(7) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(8) Assumes that any other holders of the notes or any future pledgees, donees,
assignees, transferees or successors of or from any other such holders of
the notes, do not beneficially own any shares of common stock other than
the common stock issuable upon conversion of the notes at the initial
conversion rate.
(9) Reflects certain rounding differences.
S-3
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