UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
St. Mary Land & Exploration Company
---------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
792228 10 8
-----------
(CUSIP Number)
Chris J. Malan, Esq.
333 West Center Street
North Salt Lake, Utah 84054
(801) 296-7700
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 29, 2003
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 792228 10 8
-----------
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons
Flying J Oil & Gas Inc.
I.R.S. Identification No. of above persons (entities only)
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-----
(b)
-----
- ------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO
--
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Utah
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares -
Beneficially ------------------------------------------------------------
Owned by (8) Shared Voting Power: 3,380,818
Each ---------
Reporting ------------------------------------------------------------
Person (9) Sole Dispositive Power: 1,690,409
With ---------
------------------------------------------------------------
(10) Shared Dispositive Power: 1,690,409
---------
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,380,818
---------
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 10.8%
-----
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) - HC, CO
- ------------------------------------------------------------------------------
2
CUSIP No. 792228 10 8
-----------
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons
Big West Oil & Gas Inc.
I.R.S. Identification No. of above persons (entities only)
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-----
(b)
-----
- ------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO
--
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Utah
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares -
Beneficially ------------------------------------------------------------
Owned by (8) Shared Voting Power: 1,690,409
Each ---------
Reporting ------------------------------------------------------------
Person (9) Sole Dispositive Power: 1,690,409
With ---------
------------------------------------------------------------
(10) Shared Dispositive Power: 0
-
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,690,409
---------
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 5.4%
----
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) - CO
- ------------------------------------------------------------------------------
3
CUSIP No. 792228 10 8
-----------
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons
Flying J Inc.
I.R.S. Identification No. of above persons (entities only)
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-----
(b)
-----
- ------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO
--
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Utah
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares -
Beneficially ------------------------------------------------------------
Owned by (8) Shared Voting Power: 3,380,818
Each ---------
Reporting ------------------------------------------------------------
Person (9) Sole Dispositive Power: 0
With -
------------------------------------------------------------
(10) Shared Dispositive Power: 3,380,818
---------
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,380,818
---------
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 10.8%
-----
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) -HC, CO
- ------------------------------------------------------------------------------
4
CUSIP No. 792228 10 8
-----------
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons
Flying J Corp.
I.R.S. Identification No. of above persons (entities only)
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
------
(b)
------
- ------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO
--
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Utah
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares -
Beneficially ------------------------------------------------------------
Owned by (8) Shared Voting Power: 3,380,818
Each ---------
Reporting ------------------------------------------------------------
Person (9) Sole Dispositive Power: 0
With -
------------------------------------------------------------
(10) Shared Dispositive Power: 3,380,818
---------
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,380,818
---------
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 10.8%
-----
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) - HC, CO
- ------------------------------------------------------------------------------
5
CUSIP No. 792228 10 8
-----------
- ------------------------------------------------------------------------------
(1) Names of Reporting Persons
Osborne Jay Call
I.R.S. Identification No. of above persons (entities only)
Not applicable
- ------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-----
(b)
-----
- ------------------------------------------------------------------------------
(3) SEC Use Only
------------------------------------------
- ------------------------------------------------------------------------------
(4) Source of Funds (See Instructions) OO
--
- ------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------
Number of (7) Sole Voting Power: 0
Shares -
Beneficially ------------------------------------------------------------
Owned by (8) Shared Voting Power: 3,380,818
Each ---------
Reporting ------------------------------------------------------------
Person (9) Sole Dispositive Power: 0
With -
------------------------------------------------------------
(10) Shared Dispositive Power: 3,380,818
---------
- ------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,380,818
---------
- ------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- ------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 10.8%
-----
- ------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) - HC, IN
- ------------------------------------------------------------------------------
6
Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of common stock, $.01
par value, of St. Mary Land & Exploration Company, a Delaware corporation
("St. Mary"). The address of the principal executive offices of St. Mary is 1776
Lincoln Street, Suite 700, Denver, Colorado 80203.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"):
1. Flying J Oil & Gas Inc., a Utah corporation;
2. Big West Oil & Gas Inc., a Utah corporation;
3. Flying J Inc., a Utah corporation;
4. Flying J Corp., a Utah corporation; and
5. Osborne Jay Call ("O. Jay Call").
Schedule A to this statement on Schedule 13D, which is incorporated
herein by reference, provides additional information about each Reporting Person
and, with respect to each corporate Reporting Person, (a) the executive officers
and directors of such Reporting Person, (b) the persons that may be deemed to
control such Reporting Person (such Reporting Person's "Controlling Persons")
and (c) the executive officers and directors, if any, of such Controlling
Persons, as required by Instruction C to Schedule 13D.
None of the Reporting Persons, and to the best of each corporate
Reporting Person's knowledge none of the executive officers or directors of such
Reporting Person, has during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Purchase and Sale Agreement dated as of December 13, 2002
(the "Purchase and Sale Agreement") among Flying J Oil & Gas Inc., Big West
Oil & Gas Inc., NPC Inc. ("NPC") and St. Mary, as amended by an Addendum
thereto dated January 29, 2003 (the "Addendum"), on January 29, 2003 Flying J
Oil & Gas Inc. and Big West Oil & Gas Inc. acquired from St. Mary a
total of 3,380,818 restricted shares of St. Mary common stock in exchange for
the transfer by Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. to
NPC, a wholly owned second tier subsidiary of St. Mary, of certain oil and gas
7
properties and related assets. Of the 3,380,818 shares of St. Mary common stock
issued by St. Mary to Flying J Oil & Gas Inc. and Big West Oil & Gas
Inc., 1,690,409 shares were issued to Flying J Oil & Gas Inc. and 1,690,409
shares were issued to Big West Oil & Gas Inc. In connection with the
completion of the Purchase and Sale Agreement, an Indemnity Guarantee Agreement
dated January 29, 2003 (the "Indemnity Guarantee Agreement") was entered into
between NPC and Flying J Inc.
Pursuant to a Put and Call Option Agreement dated as of January 29,
2003 (the "Put and Call Option Agreement") among St. Mary, Flying J Oil &
Gas Inc. and Big West Oil & Gas Inc., on January 29, 2003 (a) St. Mary
granted a put option (the "Put Option") whereby Flying J Oil & Gas Inc. and
Big West Oil & Gas Inc. can elect to require St. Mary to purchase all (and
not a portion) of the total of 3,380,818 shares of St. Mary common stock issued
to Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. for a total
purchase price of $71,593,795 together with interest thereon at the rate of
Libor plus 2% for a period of up to 30 months after January 29, 2003, and (b)
Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. granted a call
option (the "Call Option") whereby St. Mary can elect to require Flying J Oil
& Gas Inc. and Big West Oil & Gas Inc. to sell to St. Mary all (and not
a portion) of the total of 3,380,818 shares of St. Mary common stock issued to
Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. for a total sales
price of $97,447,094.
Pursuant to a Nonrecourse Secured Promissory Note dated January 29,
2003 (the "Nonrecourse Secured Promissory Note") by Flying J Oil & Gas Inc.
and Big West Oil & Gas Inc., on January 29, 2003 St. Mary made a nonrecourse
loan (the "Loan") to Flying J Oil & Gas Inc. and Big West Oil & Gas Inc.
of a total of $71,593,795 bearing interest at Libor plus 2%. Pursuant to a Stock
Pledge Agreement from Flying J Oil & Gas Inc. and Big West Oil & Gas
Inc. to St. Mary executed as of January 29, 2003 (the "Stock Pledge Agreement"),
the total of 3,380,818 shares of St. Mary common stock issued to Flying J Oil
& Gas Inc. and Big West Oil & Gas Inc. have been pledged by Flying J Oil
& Gas Inc. and Big West Oil & Gas Inc. to St. Mary to secure repayment
of the Loan. The Loan is repayable upon the earlier of: (i) the exercise of the
Put Option, or (ii) the exercise of the Call Option; and (B) in any event, no
later than the later of: (i) three years and ninety days after the date of the
Loan on January 29, 2003, or (ii) one year and ninety days after the
registration of the 3,380,818 shares of St. Mary common stock pursuant to a
Registration Rights Agreement dated as of January 29, 2003 (the "Registration
Rights Agreement") among St. Mary, Flying J Oil & Gas Inc. and Big West Oil
& Gas Inc. Both the Put Option and the Call Option will expire at such time
that the Loan matures and becomes repayable to St. Mary in full or from and
after any earlier prepayment of the Loan. Upon the exercise of either the Put
Option or the Call Option, the other option will expire, and the proceeds from
the exercise of either option must be applied to the repayment of the Loan.
Pursuant to a Share Transfer Restriction Agreement dated as of January
29, 2003 (the "Share Transfer Restriction Agreement") among St. Mary, Flying J
Oil & Gas Inc. and Big West Oil & Gas Inc., the 3,380,818 shares of St.
Mary common stock are subject to contractual restrictions on transfer for a
period of two years from January 29, 2003. Pursuant to the Registration Rights
Agreement, St. Mary is required to file a registration statement for the resale
of the 3,380,818 shares and have it declared effective upon the expiration of
the two-year period.
8
Pursuant to a Standstill Agreement dated as of January 29, 2003 (the
"Standstill Agreement") among St. Mary, Flying J Oil & Gas Inc. and Big West
Oil & Gas Inc., Flying J Oil & Gas Inc. and Big West Oil & Gas Inc.
and their affiliates cannot increase their percentage ownership of St. Mary for
a period of 30 months after January 29, 2003, and Flying J Oil & Gas Inc.
and Big West Oil & Gas Inc. must vote their shares of St. Mary common stock
in favor of the nominees of the St. Mary Board of Directors (the "St. Mary
Board") for election as directors and the St. Mary Board's proposals with
respect to any meeting of St. Mary stockholders during that period.
The Purchase and Sale Agreement, Addendum, Indemnity Guarantee
Agreement, Put and Call Option Agreement, Nonrecourse Secured Promissory Note,
Stock Pledge Agreement, Registration Rights Agreement, Share Transfer
Restriction Agreement and Standstill Agreement are furnished as exhibits to this
statement on Schedule 13D and are incorporated herein by reference. The
summaries of such contracts provided above and elsewhere in this statement are
qualified in their entirety by reference to each such contract.
Item 4. Purpose of Transaction.
Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. acquired
the total of 3,380,818 shares of St. Mary common stock on January 29, 2003
pursuant to the Purchase and Sale Agreement for the purpose of making an
investment in St. Mary which reflects the business combination of St. Mary and
the oil and gas properties acquired by St. Mary from Flying J Oil & Gas Inc.
and Big West Oil & Gas Inc. under the Purchase and Sale Agreement.
As discussed under Item 3 above, pursuant to the Standstill Agreement
Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. and their affiliates
cannot increase their percentage ownership of St. Mary for a period of 30 months
after January 29, 2003, and Flying J Oil & Gas Inc. and Big West Oil &
Gas Inc. must vote their shares of St. Mary common stock in favor of the
nominees of the St. Mary Board for election as directors and the St. Mary
Board's proposals with respect to any meeting of St. Mary stockholders during
that period.
As discussed under Item 3 above, pursuant to the Share Transfer
Restriction Agreement the 3,380,818 shares of St. Mary common stock are subject
to contractual restrictions on transfer for a period of two years from January
29, 2003. Pursuant to the Registration Rights Agreement, St. Mary is required to
file a registration statement for the resale of the 3,380,818 shares and have it
declared effective upon the expiration of the two-year period.
Other than as set forth above, the Reporting Persons do not currently
have any plans or proposals which relate to or would result in any action listed
in paragraphs (a) - (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The percentages of outstanding shares of St. Mary common stock reported
below are based on the assumption that at January 29, 2003 there were
approximately 31,312,598 shares of St. Mary common stock outstanding, which
reflects (i) 27,931,780 shares outstanding as of November 8, 2002 as reported in
9
St. Mary's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002, which Form 10-Q is the most recently available filing with
the Securities and Exchange Commission by St. Mary containing such information,
plus (ii) the total of 3,380,818 shares issued to Flying J Oil & Gas Inc. and
Big West Oil & Gas Inc. on January 29, 2003.
(a) The Reporting Persons beneficially own or may be deemed to
beneficially own shares of St. Mary common stock as follows:
No. of Shares % of Class
------------- ----------
Flying J Oil & Gas Inc. 3,380,818 10.8%
Big West Oil & Gas Inc. 1,690,409 5.4%
Flying J Inc. 3,380,818 10.8%
Flying J Corp. 3,380,818 10.8%
O. Jay Call 3,380,818 10.8%
Of the total of 3,380,818 shares of St. Mary common stock that
the Controlling Persons may be deemed to beneficially own,
1,690,409 shares are held by Flying J Oil & Gas Inc., and
1,690,409 shares are held by Big West Oil & Gas Inc.
As discussed in Schedule A to this statement on Schedule 13D,
which is incorporated herein by reference, Big West Oil &
Gas Inc. is a wholly owned subsidiary of Flying J Oil &
Gas Inc., which is a wholly owned subsidiary of Flying J Inc.,
of which Flying J. Corp. holds a controlling shareholder
interest. Flying J. Corp. is wholly owned by O. Jay Call.
Pursuant to Rule 13d-4 under the Securities Exchange Act of
1934, Flying J. Corp. and O. Jay Call expressly declare in
this statement on Schedule 13D that the filing of such
statement with respect to Flying J Corp. and O. Jay Call shall
not be construed as an admission that either Flying J Corp. or
O. Jay Call is, for the purposes of section 13(d) or 13(g) of
the Securities Exchange Act of 1934, the beneficial owner of
the securities covered by this statement.
(b) For information regarding the number of shares of St. Mary
common stock as to which each of the Reporting Persons holds
or shares or may be deemed to hold or share voting and
dispositive power, reference is made to items (7) - (12) of
the cover pages for this statement on Schedule 13D for each
Reporting Person.
With respect to voting power, all shares of St. Mary common
stock covered by this statement on Schedule 13D are considered
to be subject to shared voting power since, as discussed under
Item 3 above, pursuant to the Standstill Agreement Flying J
Oil & Gas Inc. and Big West Oil & Gas Inc. must vote
their shares of St. Mary common stock in favor of the nominees
of the St. Mary Board for election as directors and the St.
Mary Board's proposals with respect to any meeting of St. Mary
stockholders during the period of 30 months after January 29,
2003.
10
(c) Other than as set forth herein, there have been no
transactions in shares of St. Mary common stock effected by
any of the Reporting Persons during the past 60 days.
(d) No person other than the applicable Reporting Person and such
Reporting Person's Controlling Persons has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of St. Mary
common stock reported as being beneficially owned (or which
may be deemed to be beneficially owned) by such Reporting
Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Persons have no contracts, arrangements, understandings
or relationships (legal or otherwise) with other persons with respect to the
securities of St. Mary, other than as described in this statement on Schedule
13D, including Schedule A to this statement which is incorporated herein by
reference. Reference is also made to the information set forth under Items 3 and
4 of this statement for descriptions of the contracts among Flying J Oil &
Gas Inc., Big West Oil & Gas Inc. and St. Mary with respect to the shares of
St. Mary common stock held by Flying J Oil & Gas Inc. and Big West Oil &
Gas Inc. Such descriptions are incorporated under this Item 6 by reference.
Item 7. Material to be Filed as Exhibits.
The following exhibits are furnished as part of this statement on
Schedule 13D:
Exhibit 1 Joint Filing Agreement dated March 5, 2003 among Flying J
Oil & Gas Inc., Big West Oil & Gas Inc., Flying J
Inc., Flying J Corp. and Osborne Jay Call*
Exhibit 2 Purchase and Sale Agreement dated as of December 13, 2002
among Flying J Oil & Gas Inc., Big West Oil & Gas
Inc., NPC Inc. and St. Mary Land & Exploration Company
(filed as Exhibit 10.1 to the issuer's Current Report on
Form 8-K (File No. 001-31539) filed on February 13, 2003
and incorporated herein by reference)
Exhibit 3 Addendum dated January 29, 2003 to Purchase and Sale
Agreement dated December 13, 2002 (filed as Exhibit 10.2
to the issuer's Current Report on Form 8-K (File No.
001-31539) filed on February 13, 2003 and incorporated
herein by reference)
Exhibit 4 Nonrecourse Secured Promissory Note dated January 29, 2003
by Flying J Oil & Gas Inc. and Big West Oil & Gas
Inc. (filed as Exhibit 10.3 to the issuer's Current Report
on Form 8-K (File No. 001-31539) filed on February 13,
2003 and incorporated herein by reference)
11
Exhibit 5 Stock Pledge Agreement from Flying J Oil & Gas Inc.
and Big West Oil & Gas Inc. to St. Mary Land &
Exploration Company executed as of January 29, 2003 (filed
as Exhibit 10.4 to the issuer's Current Report on Form 8-K
(File No. 001-31539) filed on February 13, 2003 and
incorporated herein by reference)
Exhibit 6 Registration Rights Agreement dated as of January 29, 2003
among St. Mary Land & Exploration Company, Flying J
Oil & Gas Inc. and Big West Oil & Gas Inc. (filed
as Exhibit 10.5 to the issuer's Current Report on Form 8-K
(File No. 001-31539) filed on February 13, 2003 and
incorporated herein by reference)
Exhibit 7 Put and Call Option Agreement dated as of January 29, 2003
among St. Mary Land & Exploration Company, Flying J
Oil & Gas Inc. and Big West Oil & Gas Inc. (filed
as Exhibit 10.6 to the issuer's Current Report on Form 8-K
(File No. 001-31539) filed on February 13, 2003 and
incorporated herein by reference)
Exhibit 8 Standstill Agreement dated as of January 29, 2003 among
St. Mary Land & Exploration Company, Flying J Oil
& Gas Inc. and Big West Oil & Gas Inc. (filed as
Exhibit 10.7 to the issuer's Current Report on Form 8-K
(File No. 001-31539) filed on February 13, 2003 and
incorporated herein by reference)
Exhibit 9 Share Transfer Restriction Agreement dated as of January
29, 2003 among St. Mary Land & Exploration Company,
Flying J Oil & Gas Inc. and Big West Oil & Gas
Inc. (filed as Exhibit 10.8 to the issuer's Current Report
on Form 8-K (File No. 001-31539) filed on February 13,
2003 and incorporated herein by reference)
Exhibit 10 Indemnity Guarantee Agreement dated January 29, 2003
between NPC Inc. and Flying J Inc. (filed as Exhibit 10.9
to the issuer's Current Report on Form 8-K (File No.
001-31539) filed on February 13, 2003 and incorporated
herein by reference)
--------------------------
* Filed herewith
12
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: March 5, 2003
FLYING J OIL & GAS INC.
By: /S/ CHRIS J. MALAN
-----------------------------------------
Title: Vice President
---------------------------------------
BIG WEST OIL & GAS INC.
By: /S/ CHRIS J. MALAN
-----------------------------------------
Title: Vice President
---------------------------------------
FLYING J INC.
By: /S/ OSBORNE JAY CALL
-----------------------------------------
Title: Chairman of Board of Directors
---------------------------------------
FLYING J CORP.
By: /S/ OSBORNE JAY CALL
-----------------------------------------
Title: President
---------------------------------------
/S/ OSBORNE JAY CALL
- ---------------------------------------------
Osborne Jay Call
13
SCHEDULE A
INFORMATION ABOUT REPORTING PERSONS
Big West Oil & Gas Inc. is a wholly owned subsidiary of Flying J
Oil & Gas Inc., which is a wholly owned subsidiary of Flying J Inc., of
which Flying J. Corp. holds a controlling shareholder interest. Flying J. Corp.
is wholly owned by O. Jay Call. Pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, Flying J. Corp. and O. Jay Call expressly declare in this
statement on Schedule 13D that the filing of such statement with respect to
Flying J Corp. and O. Jay Call shall not be construed as an admission that
either Flying J Corp. or O. Jay Call is, for the purposes of section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of the
securities covered by this statement.
Additional information about the Reporting Persons is set forth below:
1. Flying J Oil & Gas Inc.
The principal business of Flying J Oil & Gas Inc. is the exploration,
development and production of crude oil and natural gas. The business address of
Flying J Oil & Gas Inc. is 333 West Center Street, North Salt Lake, Utah 84504.
Information concerning the executive officers and directors of Flying J
Oil & Gas Inc. is set forth below. Unless otherwise indicated, each executive
officer and director (i) is principally employed by Flying J Oil & Gas Inc., Big
West Oil & Gas Inc. and/or Flying J Inc., (ii) has a business address of 333
West Center Street, North Salt Lake, Utah 84504, and (iii) is a citizen of the
United States.
Name Position/Title
---- --------------
J. Phillip Adams Chairman of the Board and Director
John R. Scales President and Director
James W. Wilson Vice President and Director
Chris J. Malan Vice President, General Counsel and Secretary
Randall A. Plant Chief Financial Officer
2. Big West Oil & Gas Inc.
The principal business of Big West Oil & Gas Inc. is the
exploration, development and production of crude oil and natural gas. The
business address of Big West Oil & Gas Inc. is 333 West Center Street, North
Salt Lake, Utah 84504.
Information concerning the executive officers and directors of Big West
Oil & Gas Inc. is set forth below. Unless otherwise indicated, each executive
officer and director (i) is principally employed by Big West Oil & Gas Inc.,
Flying J Oil & Gas Inc. and/or Flying J Inc., (ii) has a business address of 333
West Center Street, North Salt Lake, Utah 84504, and (iii) is a citizen of the
United States.
A-1
Name Position/Title
---- --------------
J. Phillip Adams Chairman of the Board, Treasurer and Director
John R. Scales President and Director
James W. Wilson Vice President and Director
Chris J. Malan Vice President, General Counsel and Secretary
Randall A. Plant Chief Financial Officer
3. Flying J Inc.
Flying J Inc. operates various integrated business interests in its own
name and various affiliates. The principal business of Flying J Inc. is to
provide, together with its subsidiaries, integrated hospitality and other
highway related products and services, with a core business of refining,
marketing and distributing petroleum products. The business address of Flying J
Inc. is 1104 Country Hills Drive, Ogden, Utah 84403.
Information concerning the executive officers and directors of Flying J
Inc. is set forth below. Unless otherwise indicated, each executive officer and
director (i) is principally employed by Flying J Inc., Big West Oil & Gas
Inc. and/or Flying J Oil & Gas Inc., (ii) has a business address of 1104
Country Hills Drive, Ogden, Utah 84403, and (iii) is a citizen of the United
States.
Name Position/Title
---- --------------
O. Jay Call Director
Thad J. Call Director
Crystal Call Maggelet Director
J. Phillip Adams President and Director
Richard E. Germer Director
Paul F. Brown Treasurer
O. Jay Call is the father of Thad J. Call and Crystal Call Maggelet.
4. Flying J Corp.
The principal business of Flying J Corp. is a holding company for the
interests of O. Jay Call in Flying J Inc. The business address of Flying J Corp.
is 1104 Country Hills Drive, Ogden, Utah 84403.
Information concerning the executive officers and directors of Flying J
Corp. is set forth below. Unless otherwise indicated, each executive officer and
director (i) is principally employed by Flying J Corp. and/or Flying J Inc.,
(ii) has a business address of 1104 Country Hills Drive, Ogden, Utah 84403, and
(iii) is a citizen of the United States.
Name Position/Title
---- --------------
O. Jay Call President and Director
Thad J. Call Vice President and Director
Crystal Call Maggelet Treasurer and Director
A-2
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, each of the undersigned acknowledges and agrees that the statement
on Schedule 13D with which this joint filing agreement is filed as an exhibit
thereto is filed on behalf of each of the undersigned and that any subsequent
amendments to such statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. Each of the undersigned acknowledges that such person shall be
responsible for the completeness and accuracy of the information concerning such
person contained in such statement on Schedule 13D, but shall not be responsible
for the completeness and accuracy of the information concerning other persons,
except to the extent that such person knows or has reason to believe that such
information is inaccurate. This joint filing agreement may be executed in any
number of counterparts and all of such counterparts taken together shall
constitute one and the same instrument.
Dated: March 5, 2003 FLYING J OIL & GAS INC.
By: /S/ CHRIS J. MALAN
------------------------------
Title: Vice President
---------------------------
Dated: March 5, 2003 BIG WEST OIL & GAS INC.
By: /S/ CHRIS J. MALAN
------------------------------
Title: Vice President
---------------------------
Dated: March 5, 2003 FLYING J INC.
By: /S/ OSBORNE JAY CALL
------------------------------
Title: Chairman of Board of
Directors
----------------------------
Dated: March 5, 2003 FLYING J CORP.
By: /S/ OSBORNE JAY CALL
------------------------------
Title: President
---------------------------
Dated: March 5, 2003 /S/ OSBORNE JAY CALL
--------------------------------
Osborne Jay Call