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)
November
1, 2007 (November 1, 2007)
St.
Mary Land & Exploration Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31539
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41-0518430
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1776
Lincoln Street, Suite 700, Denver, Colorado
(Address
of principal executive offices)
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80203
(Zip
Code)
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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
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
November 1, 2007, St. Mary Land & Exploration Company (“the Company”) issued
a press release announcing its results of operations for the third quarter
of
2007. 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 the third quarter 2007 earnings teleconference call for November
2,
2007, 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.
The
press
release contains information about the Company’s discretionary cash flow, which
is a “non-GAAP financial measure” under SEC rules. The press release
also presents information about the Company’s net cash provided by operating
activities, which is the most directly comparable GAAP financial measure,
and
contains a reconciliation of discretionary cash flow to net cash provided
by
operating activities for the periods presented, a presentation of other cash
flow information under GAAP, and a statement indicating why management believes
that the presentation of discretionary cash flow provides useful information
to
investors.
The
press
release contains information about the Company’s adjusted net income, which is a
“non-GAAP financial measure” under SEC rules. The press release also
presents information about the Company’s net income, which is the most directly
comparable GAAP financial measure, and contains a reconciliation of net income
to adjusted net income for the periods presented and a statement indicating
why
management believes that the presentation of adjusted net income provides
useful
information to investors.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibit is furnished as part of this report:
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Exhibit
99.1
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Press
release of St. Mary Land & Exploration Company dated November 1,
2007.
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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
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Date:
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November
1, 2007
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By:
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/s/
MARK T. SOLOMON
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Mark
T. Solomon
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Controller
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