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)
April 13, 2005 (April 7, 2005)
St. Mary Land & Exploration Company
(Exact name of registrant as specified in its charter)
Delaware 001-31539 41-0518430
(State or other jurisdiction (Commission (IRS 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.)
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))
Item 1.01 Entry into a Material Definitive Agreement.
On April 7, 2005, St. Mary Land & Exploration Company (the
"Company") entered into a new $500 million senior secured five-year revolving
credit facility (the "Facility"). The Facility replaces the Company's prior $300
million revolving credit facility, and was entered into as an Amended and
Restated Credit Agreement among the Company, Wachovia Bank, National
Association, as administrative agent, Wells Fargo Bank, N.A., as syndication
agent, BNP Paribas, Comerica Bank - Texas and JPMorgan Chase Bank, N.A., as
co-documentation agents, and the following other participating commercial
lending institutions: U.S. Bank National Association, Royal Bank of Canada, Bank
of Scotland, Hibernia National Bank and Key Bank. The maturity date of the
Facility is April 7, 2010.
The Facility is available for general corporate borrowing purposes of
the Company. The maximum loan amount of $500 million is subject to a borrowing
base which is determined based on the value of the Company's oil and gas
properties. The initial borrowing base for the Facility has been set at $400
million and the Company has elected an initial commitment of $200 million. Upon
entering into the Facility on April 7, 2005, the Company had $32 million of bank
debt outstanding. Borrowings under the Facility are secured by the majority of
the Company's oil and gas properties and a pledge of the common stock of
material subsidiary companies. Interest and commitment fees are based on the
following borrowing base utilization table:
Borrowing Base
Utilization Percentage <50% >50% <75% >75% <90% >90%
- --------------------------- ------------ ------------- ------------ -------------
Eurodollar Loans 1.000% 1.250% 1.500% 1.750%
- --------------------------- ------------ ------------- ------------ -------------
ABR Loans 0.000% 0.000% 0.250% 0.500%
- --------------------------- ------------ ------------- ------------ -------------
Commitment Fee 0.250% 0.300% 0.375% 0.375%
- --------------------------- ------------ ------------- ------------ -------------
The Facility contains customary representations and warranties and
affirmative and negative covenants, including, but not limited to, the following
financial covenants: (a) the Company's ratio of Total Debt to EBITDA (as defined
in the Facility) for the four fiscal quarters ending on the last day of a fiscal
quarter may not be greater than 3.5 to 1.0 and (b) the Company's current ratio
(as defined in the Facility) as of the last day of a fiscal quarter may not be
less than 1.0 to 1.0. In addition, the Facility has covenants restricting the
incurrence of Debt outside of the Facility and limiting the Company's annual
cash dividend rate to no more than $0.25 per common share. Any violation of
these covenants could result in a default under the Facility which would permit
the participating banks to restrict the Company's ability to access the Facility
and require the immediate repayment of any outstanding borrowings under the
Facility.
Certain lenders that are a party to the Facility have in the past
performed, and may in the future from time to time perform, investment banking,
financial advisory, lending or commercial banking or trustee services for the
Company and its subsidiaries, for which they have received, and may in the
future receive, customary compensation and reimbursement of expenses.
Item 2.02 Results of Operations and Financial Condition.
In accordance with General Instruction B.2. of Form 8-K, the following
information, including Exhibit 99.1, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall such information
and Exhibit 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 April 11, 2005, the Company issued a press release updating its
first quarter and full-year 2005 guidance and providing an operations update. A
copy of the press release is furnished as Exhibit 99.1 to this report. As
indicated in the press release, the Company has scheduled a related first
quarter 2005 earnings teleconference call for May 4, 2005, at 8:00 a.m. (MDT).
The teleconference call is publicly accessible, and the press release includes
instructions as to when and how to access the teleconference and the location on
the Company's web site where the teleconference information will be available.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.
Please see the discussion under Item 1.01 above, which is hereby
incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is furnished as part of this
report:
Exhibit 99.1 Press release of St. Mary Land & Exploration
Company dated April 11, 2005
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: April 13, 2005 By: /S/ DAVID W. HONEYFIELD
-----------------------
David W. Honeyfield
Vice President - Finance,
Treasurer and Secretary