asci100407.htm
UNITED
STATES
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)
October
4, 2007 (October 4, 2007)
St.
Mary Land & Exploration Company
(Exact
name of registrant as specified in its charter)
|
Delaware
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001-31539
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41-0518430
|
|
(State
or other jurisdiction
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(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
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Identification
No.)
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1776
Lincoln Street, Suite 700, 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.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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In
conjunction with closing the South
Texas acquisition reported under Item 8.01 below, St. Mary Land &
Exploration Company (“the Company” or “St. Mary”) increased the Company’s
aggregate borrowing base under its existing bank credit facility from $1.10
billion to $1.25 billion. The Company borrowed $135 million against
its existing bank credit facility to fund the acquisition. The terms
of the facility are discussed in the Company’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2007.
Item
8.01 Other
Events.
On
October 4, 2007, St. Mary announced that it completed the previously announced
$153 million acquisition of certain oil and gas properties located in South
Texas from Rockford Energy Partners II, LLC. The acquired properties
target natural gas in the Olmos formation. The net cash paid at
closing was $151 million as a result of customary closing adjustments to account
for activity between the effective date and the closing date. The
acquisition was funded with cash on hand and borrowings under the Company’s
existing credit facility. A copy of the press release announcing the
completion of the acquisition is filed as Exhibit 99.1 to this
report. The acquisition was consummated pursuant to a Purchase and
Sale Agreement dated August 2, 2007, which was previously reported in a Current
Report on Form 8-K filed by the Company on August 8, 2007, and is filed as
Exhibit 2.1 to this report.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits. The
following exhibits are filed as part of this
report:
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|
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Exhibit
2.1
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Purchase
and Sale Agreement dated August 2, 2007, among Rockford Energy Partners
II, LLC and St. Mary Land & Exploration
Company.
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|
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Exhibit
99.1
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Press
release of St. Mary Land & Exploration Company dated October 4,
2007.
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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: October
4,
2007 By:
/s/ MARK T. SOLOMON
Mark T. Solomon
Controller