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)
February
27, 2008 (February 26, 2008)
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
8.01 Other
Events.
On
February 26, 2008, St. Mary Land & Exploration Company (“St. Mary” or the
“Company”) entered into an agreement to acquire producing and non-producing oil
and gas assets adjacent to existing St. Mary acreage in East Texas for
approximately $42 million in cash, subject to customary purchase price
adjustments at closing. The transaction will provide the Company with
access to 3,000 gross acres in Panola County, Texas. Net proved
reserves related to the properties are initially estimated to be approximately
22 BCFE. Closing is expected to occur by the first of April of 2008
and is subject to customary due diligence. The transaction will be
financed with cash on hand and borrowings under the Company’s existing credit
facility.
This
report contains forward looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. The words “estimate,” “expect,” “will,” and similar expressions
are intended to identify forward-looking statements. These statements
involve known and unknown risks, which may cause St. Mary’s actual results to
differ materially from results expressed or implied by the forward looking
statements. These risks include such factors as the pending nature of
the reported acquisition agreement as well as the ability to complete the
transaction, the uncertain nature of the expected benefits from the acquisition
of oil and gas properties, and the ability to successfully integrate
acquisitions, the imprecise nature of oil and gas reserve estimates, and other
such matters discussed in the “Risk Factors” section of St. Mary’s 2007
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed
with the SEC. Although St. Mary may from time to time voluntarily
update its prior forward looking statements, it disclaims any commitment to do
so except as required by securities laws.
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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February
27, 2008
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By:
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/s/ DAVID W. HONEYFIELD
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David
W. Honeyfield
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Senior
Vice President - Chief Financial Officer and Secretary
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