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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ x ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission file number 001-31539
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 41-0518430
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1776 Lincoln Street, Suite 700, Denver, Colorado 80203
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(Address of principal executive offices) (Zip Code)
(303) 861-8140
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange
on which registered
Common Stock, $.01 par value New York Stock Exchange
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Securities registered pursuant to Section 12(g)of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ x ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12-6-2 of the Act). Yes [ x ] No [ ]
The aggregate market value of 27,152,051 shares of voting stock held by
non-affiliates of the registrant, based upon the closing sale price of the
common stock on June 28, 2002, the last business day of the registrant's most
recently completed second fiscal quarter, of $24.06 per share as reported on the
Nasdaq National Market System, on which St. Mary's common stock was traded at
the time, was $653,278,347. Shares of common stock held by each director and
executive officer and by each person who owns 10% or more of the outstanding
common stock or who is otherwise believed by the Company to be in a control
position have been excluded. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of March 3, 2003, the registrant had 31,433,900 shares of common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Items 10, 11, 12 and 13 of Part III is incorporated
by reference from portions of the registrant's definitive proxy statement
relating to its 2003 annual meeting of stockholders to be filed within 120 days
from December 31, 2002.
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EXPLANATORY NOTE
THIS AMENDMENT ON FORM 10-K/A IS BEING FILED SOLELY TO INSERT ADDITIONAL TYPED
SIGNATURES INADVERTENTLY NOT INCLUDED WITH THE ORIGINAL FORM 10-K FILING ON
MARCH 13, 2003. ALL OTHER INFORMATION CONTAINED IN THE ORIGINAL FORM 10-K FILING
REMAINS UNCHANGED.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
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(Registrant)
Date: March 12, 2003 By: /s/ MARK A. HELLERSTEIN
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Mark A. Hellerstein
Chairman of the Board of Directors,
President and Chief Executive Officer
GENERAL POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark A. Hellerstein his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any amendments to this annual report on Form 10-K,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ MARK A. HELLERSTEIN Chairman of the Board of Directors, March 12, 2003
- ----------------------- President and Chief Executive Officer
Mark A. Hellerstein
/s/ RONALD D. BOONE Executive Vice President, Chief March 12, 2003
- ----------------------- Operating Officer and Director
Ronald D. Boone
/s/ ROBERT L. NANCE Senior Vice President and Director March 12, 2003
- -----------------------
Robert L. Nance
/s/ RICHARD C. NORRIS Vice President-Finance, March 12, 2003
- ----------------------- Secretary and Treasurer
Richard C. Norris
/s/ GARRY A. WILKENING Vice President-Administration March 12, 2003
- ----------------------- and Controller
Garry A. Wilkening
Signature Title Date
- --------- ----- ----
/s/BARBARA M. BAUMANN Director March 12, 2003
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Barbara M. Baumann
/s/ LARRY W. BICKLE Director March 12, 2003
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Larry W. Bickle
Director March 12, 2003
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Thomas E. Congdon
/s/ WILLIAM J. GARDINER Director March 12, 2003
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William J. Gardiner
/s/ AREND J. SANDBULTE Director March 12, 2003
- -----------------------
Arend J. Sandbulte
/s/ JOHN M. SEIDL Director March 12, 2003
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John M. Seidl
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ST. MARY LAND & EXPLORATION COMPANY
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(Registrant)
Date: March 14, 2003 By: /s/ MARK A. HELLERSTEIN
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Mark A. Hellerstein
Chairman of the Board of Directors,
President and Chief Executive Officer