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) August 28, 2002 (August 28, 2002) 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 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are furnished as part of this report: Exhibit 99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 99.2 Certification of Vice President - Finance Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Item 9. Regulation FD Disclosure. In accordance with General Instruction B.2 of Form 8-K, the following information, including Exhibits 99.1 and 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. On August 28, 2002, the registrant filed with the SEC an amended Annual Report on Form 10-K/A No. 2 for the year ended December 31, 2001 to insert a disclosure of a $200,000 loan to an executive officer that was inadvertently omitted from previous filings. In connection with the filing of the amended Annual Report on Form 10-K/A No. 2, on August 28, 2002, the Chief Executive Officer and the Vice President - Finance of the registrant each signed a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (collectively, the "Certifications"). The Certifications were submitted to the SEC on August 28, 2002 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Copies of the Certifications are attached hereto as Exhibits 99.1 and 99.2. 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: August 28, 2002 By: /S/ RICHARD C. NORRIS --------------------------------- Richard C. Norris Vice President-Finance, Secretary and Treasurer