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)
January
8, 2010 (January 7, 2010)
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 January 7, 2010, St. Mary Land
& Exploration Company (the “Company”) entered into an agreement with Sequel
Energy Partners LP, Bakken Energy Partners, LLC, and Three Forks Energy
Partners, LLC to sell certain non-strategic oil properties located in North
Dakota for $137 million in cash, subject to customary purchase price
adjustments. 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 March 2010, subject to customary closing conditions.
Item
7.01 Regulation
FD Disclosure.
In
accordance with General Instruction B.2. of Form 8-K, the following information
in this report, including Exhibit 99.1, shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to liability under that section, and such information
and Exhibit shall not be deemed to be incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except unless expressly
set forth by specific statement or reference in such a filing.
On
January 8, 2010, the Company issued a press release announcing that it has
entered into agreements to sell the previously announced Rocky Mountain oil
package in two transactions for a total of $267
million. Additionally, the Company announced that it has sold its
Hanging Woman Basin coalbed methane project and additional non-strategic
properties for approximately $40 million in cash, subject to customary closing
conditions. A copy of the press release is furnished as Exhibit 99.1
to this report and incorporated by reference herein.
Item
8.01 Other
Events.
On
January 8, 2010, the Company issued a press release announcing that it has
scheduled a teleconference call to discuss fourth quarter 2009 earnings results
on February 23, 2010, at 8:00 am Mountain time (10:00 am Eastern
time). The teleconference call will be 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. A copy of the press
release is filed as Exhibit 99.2 to this report.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed or furnished as part
of this report:
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Exhibit
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Description
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99.1**
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Press
release of St. Mary Land & Exploration Company dated January 8, 2010,
entitled St. Mary Updates Status of Rocky Mountain Divestiture
Program
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99.2*
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Press
release of St. Mary Land & Exploration Company dated January 8, 2010,
entitled St. Mary Schedules Fourth Quarter and full year 2009 Earnings
Conference Call
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_________________________
*
Filed with this Current Report on Form 8-K.
** Furnished
with this Current Report on Form 8-K.
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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January
8, 2010
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By:
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/s/ C. MARK BRANNUM
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C.
Mark Brannum
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Senior
Legal Counsel & Secretary
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