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)
December
23, 2009 (December 17, 2009)
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
1.01 Entry
into a Material Definitive Agreement.
On December 17, 2009, St. Mary Land
& Exploration Company (“St. Mary” or the “Company”) entered into an
agreement with Legacy Reserves Operating LP to sell certain non-strategic oil
properties located in Wyoming for $130 million in cash. These assets
represent a portion of the Company’s previously announced Rockies oil
divestiture package. The agreement has an effective date of
November 1, 2009, and is anticipated to close in February 2010,
subject to customary closing conditions.
This
report contains forward looking statements within the meaning of securities
laws. The word “anticipate” and similar expressions are intended to identify
forward looking statements. Although St. Mary believes the
expectations reflected in these statements are reasonable, it can give no
assurance that they will prove to be correct. These statements
involve known and unknown risks, including the pending nature of the reported
divestiture of non-core oil and gas properties as well as the ability to
complete the transaction, the uncertain nature of the expected benefits from the
divestiture of oil and gas properties and other such matters discussed in the
“Risk Factors” section of St. Mary’s 2008 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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December
23, 2009
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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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