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) December 12, 2002 (December 3, 2002) ST. MARY LAND & EXPLORATION COMPANY (Exact name of registrant as specified in its charter) Delaware 001-31539 41-0518430 (State or other jurisdiction (Commission (I.R.S Employer of incorporation) File Number) Identification No.) 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.)Item 2. Acquisition or Disposition of Assets. On December 3, 2002, 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 the Williston Basin of Montana and North Dakota from Burlington Resources Oil & Gas Company LP and The Louisiana Land and Exploration Company for a purchase price of $69.1 million in cash after normal purchase price adjustments. The Company utilized cash on hand and a portion of its existing credit facility with a bank group consisting of Bank of America,Comerica Bank - Texas, and Wells Fargo Bank West to fund the acquisition. The transaction was consummated pursuant to a Purchase and Sale Agreement dated October 1, 2002, effective as of July 1, 2002 with revenues and expenses from the properties from July 1, 2002 to the date of closing allocated to the Company through a purchase price adjustment. 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 October 1, 2002, effective as of July 1, 2002; between Burlington Resources Oil & Gas Company LP and The Louisiana Land and Exploration Company and Nance Petroleum Corporation Exhibit 99.1* Press release of St. Mary Land & Exploration Company dated December 10, 2002 --------------- * Filed herewith. 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 12, 2002 /s/ RICHARD C. NORRIS --------------------- Richard C. Norris Vice President - Finance, Treasurer and Secretary