As filed with the Securities and Exchange Commission on November 17, 1999
Registration No. 333-85537
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-effective Amendment No. 1 to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ST. MARY LAND & EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1311 41-0518430
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(303) 861-8140
(Address, including Zip Code, and telephone number, including area code,
of registrant's principal executive offices)
Mark A. Hellerstein
President and Chief Executive Officer
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(303) 861-8140
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
copies to:
Roger C. Cohen Gregory C. Hill
Ballard Spahr Andrews & Ingersoll, LLP Locke Liddell & Sapp LLP
1225 17/th/ Street, Suite 2300 3400 Chase Tower
Denver, Colorado 80202-5596 600 Travis
(303) 299-7304 Houston, Texas 77002-3095
(713) 226-1187
Approximate date of commencement of proposed sale of securities to the
public: As soon as practicable after this registration statement becomes
effective and the effective time of the merger of a wholly owned subsidiary of
the registrant with and into King Ranch Energy, Inc. as described in the
Agreement and Plan of Merger dated July 27, 1999.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [X] 333-85537
Calculation of Registration Fee
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price (2) fee (3)
- ------------------- -------------------------- ----------------- ------------------------------ ---------------
Common stock,
$.01 par value 2,666,252 shares(1) N/A $46,782,000 $13,006(4)
(1) The maximum number of shares of St. Mary Land & Exploration Company common
stock issuable in connection with the merger in exchange for shares of King
Ranch Energy, Inc. common stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(2) under the Securities Act, based on the book value as
of June 30, 1999 of the shares of King Ranch Energy, Inc. common stock to be
received by St. Mary Land & Exploration Company in the merger.
(3) Calculated pursuant to Section 6(b) of the Securities Act as .000278 of
$46,782,000.
(4) Previously paid with original filing.
NOTE: This Post-effective Amendment No. 1 to Form S-4 Registration Statement is
filed solely to add exhibits to Part II of the registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Indemnification Under Delaware Law and St. Mary Certificate of Incorporation and
By-Laws
As permitted by the provisions of the Delaware General Corporation Law,
the St. Mary certificate of incorporation eliminates in certain circumstances
the monetary liability of directors of St. Mary for a breach of their fiduciary
duty as directors. These provisions do not eliminate the liability of a director
for:
. a breach of the director's duty of loyalty to St. Mary or its
stockholders,
. acts or omissions by a director not in good faith or which
involve intentional misconduct or a knowing violation of law,
. liability arising under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and
purchase or redemption of shares in violation of the Delaware
General Corporation Law), or
. any transaction from which the director derived an improper
personal benefit.
In addition, these provisions do not eliminate the liability of a
director for violations of federal securities laws, nor do they limit the rights
of St. Mary or its stockholders, in appropriate circumstances, to seek equitable
remedies such as injunctive or other forms of non-monetary relief. Such remedies
may not be effective in all cases.
St. Mary's certificate of incorporation and by-laws provide that St.
Mary shall indemnify all directors and officers of St. Mary to the full extent
permitted by the Delaware General Corporation Law. Under such provisions, any
director or officer who in his capacity as such is made or threatened to be made
a party to any suit or proceeding may be indemnified if the St. Mary board of
directors determines such director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
St. Mary. The St. Mary certificate of incorporation, by-laws and the Delaware
General Corporation Law further provide that such indemnification is not
exclusive of any other rights to which such individuals may be entitled under
the certificate of incorporation, the by-laws, any agreement, vote of
stockholders or disinterested directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling St.
Mary pursuant to the foregoing provisions, St. Mary has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.
St. Mary D&O Insurance
The directors and officers of St. Mary are insured under a policy of
directors' and officers' liability insurance issued by Executive Risk.
Merger Agreement Provisions For King Ranch Energy Directors and Officers
Under the merger agreement, the provisions in the King Ranch Energy
certificate of incorporation and bylaws for the indemnification of King Ranch
Energy officers and directors will survive the merger for a period of two years.
While the King Ranch Energy certificate of incorporation does not
contain any express provisions concerning the indemnification of directors and
officers, the King Ranch Energy bylaws generally provide that a directors or
officer who in the capacity as such is made or threatened to be made a party to
a lawsuit or proceeding shall be indemnified if the individual acted in good
faith and in a manner the individual reasonably believed to be in or not opposed
to the best interests of King Ranch Energy. The King Ranch Energy bylaws further
provide that such indemnification is not exclusive of any other rights to which
such individual may be entitled under the certificate of incorporation, any
agreement, vote of stockholders or disinterested directors or otherwise.
Item 21. Exhibits and Financial Statement Schedules.
(a) List of Exhibits
The following exhibits are furnished as part of this registration
statement:
Exhibit
No. Description
- ------- -----------------------------------------------------------------------
2.1 Agreement and Plan of Merger dated July 27, 1999 among St. Mary Land &
Exploration Company, St. Mary Energy Company, King Ranch, Inc. and King
Ranch Energy, Inc., as amended by Amendment No. 1 and Amendment No. 2
to Agreement and Plan of Merger dated November 8, 1999 (included as
Annex A to the joint proxy/consent statement and prospectus contained
in Part I of this registration statement filed on November 12, 1999)
3.1 Restated Certificate of Incorporation of St. Mary Land & Exploration
Company dated November 11, 1992 (filed as Exhibit 3.1A to the
registrant's Registration Statement on Form S-1 (Registration No. 33-
53512) and incorporated herein by reference)
3.2 Certificate of Amendment to Certificate of Incorporation of St. Mary
Land & Exploration Company dated June 22, 1998 (filed as Exhibit 3.2 to
the registrant's Registration Statement on Form S-4 (Registration No.
333-85537) filed on August 19, 1999 and incorporated herein by
reference)
3.3 Restated By-laws of St. Mary Land & Exploration Company as of June 15,
1994 (filed as Exhibit 3.3 to the registrant's Registration Statement
on Form S-4 (Registration No. 333-85537) filed on August 19, 1999 and
incorporated herein by reference)
3.4 Certificate of Incorporation of King Ranch Energy, Inc. (filed as
Exhibit 3.4 to the registrant's Registration Statement on Form S-4
(Registration No. 333-85537) filed on August 19, 1999 and incorporated
herein by reference)
3.5 Bylaws of King Ranch Energy, Inc. (filed as Exhibit 3.5 to the
registrant's Registration Statement on Form S-4 (Registration No. 333-
85537) filed on August 19, 1999 and incorporated herein by reference)
4.1 St. Mary Land & Exploration Company Shareholder Rights Plan adopted on
July 15, 1999 (filed as Exhibit 4.1 to the registrant's Quarterly
Report on Form 10-Q/A (File No. 0-20872) for the quarter ended June 30,
1999 and incorporated herein by reference)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
validity of the securities being registered (filed as Exhibit 5.1 to
the registrant's Registration Statement on Form S-4 (Registration No.
333-85537) filed on August 19, 1999 and incorporated herein by
reference)
8.1 Opinion of Locke Liddell & Sapp LLP regarding certain federal income
tax consequences relating to the merger (filed as of Exhibit 8.1 to the
registrant's Amendment No. 2 to Registation Statement on Form S-4
(Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
8.2 Opinion of Ernst & Young LLP regarding certain federal income tax
consequences relating to the merger (filed as Exhibit 8.2 to the
registrant's Registration Statement on Form S-4 (Registration No. 333-
85537) filed on August 19, 1999 and incorporated herein by reference)
10.1 Stock Option Plan (filed as Exhibit 10.3 to the registrant's
Registration Statement on Form S-1 (Registration No. 33-53512) and
incorporated herein by reference)
10.2 Stock Appreciation Rights Plan (filed as Exhibit 10.4 to the
registrant's Registration Statement on Form S-1 (Registration No. 33-
53512) and incorporated herein by reference)
10.3 Cash Bonus Plan (filed as Exhibit 10.5 to the registrant's Registration
Statement on Form S-1 (Registration No. 33-53512) and incorporated
herein by reference)
10.4 Net Profits Interest Bonus Plan (filed as Exhibit 10.6 to the
registrant's Registration Statement on Form S-1 (Registration No. 33-
53512) and incorporated herein by reference)
10.5 Summary Plan Description/Pension Plan dated January 1, 1985 (filed as
Exhibit 10.7 to the registrant's Registration Statement on Form S-1
(Registration No. 33-53512) and incorporated herein by reference)
10.6 Non-qualified Unfunded Supplemental Retirement Plan, as amended (filed
as Exhibit 10.8 to the registrant's Registration Statement on Form S-1
(Registration No. 33-53512) and incorporated herein by reference)
10.7 Summary Plan Description Custom 401(k) Plan and Trust (filed as Exhibit
10.10 to the registrant's Registration Statement on Form S-1
(Registration No. 33-53512) and incorporated herein by reference)
10.8 Stock Option Agreement - Mark A. Hellerstein (filed as Exhibit 10.11 to
the registrant's Registration Statement on Form S-1 (Registration No.
33-53512) and incorporated herein by reference)
10.9 Stock Option Agreement - Ronald D. Boone (filed as Exhibit 10.12 to the
registrant's Registration Statement on Form S-1 (Registration No. 33-
53512) and incorporated herein by reference)
10.10 Employment Agreement between Registrant and Mark A. Hellerstein (filed
as Exhibit 10.13 to the registrant's Registration Statement on Form S-1
(Registration No. 33-53512) and incorporated herein by reference)
10.11 Summary Plan Description 401(k) Profit Sharing Plan( filed as Exhibit
10.34 to the registrant's Annual Report on Form 10-K (File No. 0-20872)
for the year ended December 31, 1994 and incorporated herein by
reference)
10.12 Summary Plan Description/Pension Plan dated December 30, 1994 (filed as
Exhibit 10.35 to the registrant's Annual Report on Form 10-K (File No.
0-20872) for the year ended December 31, 1994 and incorporated herein
by reference)
10.13 Second Restated Partnership Agreement - Panterra Petroleum (filed as
Exhibit 10.41 to the registrant's Annual Report on Form 10-K (File No.
0-20872) for the year ended December 31, 1995 and incorporated herein
by reference)
10.14 Purchase and Sale Agreement between Siete Oil & Gas Corporation and St.
Mary Land & Exploration Company (filed as Exhibit 10.42 filed to the
registrant's Current Report on Form 8-K (File No. 0-20872) dated June
28, 1996, as amended by Registrant's Current Report on Form 8-K/A (File
No. 0-20872) dated June 28, 1996 and incorporated herein by reference)
10.15 Acquisition Agreement regarding the sale of the St. Mary Land &
Exploration Company's interest in the Russian joint venture (filed as
Exhibit 10.43 filed to the registrant's Current Report on Form 8-K
(File No. 0-20872) dated December 16, 1996 and incorporated herein by
reference)
10.16 Employment Agreement between registrant and Ralph H. Smith, effective
October 1, 1995 (filed as Exhibit 99 filed to the registrant's Current
Report on Form 8-K (File No. 0-20872) dated January 28, 1997 and
incorporated herein by reference)
10.17 St. Mary Land & Exploration Company Employee Stock Purchase Plan (filed
as Exhibit 10.48 filed to the registrant's Annual Report on Form 10-K
(File No. 0-20872) for the year ended December 31, 1997 and
incorporated herein by reference)
10.18 Credit Agreement dated June 30, 1998 (filed as Exhibit 10.52 to the
registrant's Quarterly Report on Form 10-Q (File No. 0-20872) for the
quarter ended June 30, 1998 and incorporated herein by reference)
10.19 Purchase and Sale Agreement dated November 12, 1998 between ONEOK
Resources Company (filed as Exhibit 10.53 filed to the registrant's
Current Report on Form 8-K (File No. 0-20872) dated December 30, 1998
and incorporated herein by reference)
10.20 Credit Agreement between Panterra Petroleum and Colorado National Bank
dated June 17, 1997 (filed as Exhibit 10.25 to the registrant's Annual
Report on Form 10-K (File No. 0-20872) for the year ended December 31,
1998 and incorporated herein by reference)
10.21 Agreement between Summo Minerals Corporation, Summo USA Corporation,
St. Mary Land & Exploration Company, and St. Mary Minerals Inc. re the
formation of Lisbon Valley Mining Company dated May 15, 1997 (filed as
Exhibit 10.26 to the registrant's Annual Report on Form 10-K (File No.
0-20872) for the year ended December 31, 1998 and incorporated herein
by reference)
10.22 Pledge and Security Agreement From Summo USA Corporation and Lisbon
Valley Mining Co. LLC to St. Mary Minerals Inc. dated November 23, 1998
(filed as Exhibit 10.27 to the registrant's Annual Report on Form 10-K
(File No. 0-20872) for the year ended December 31, 1998 and
incorporated herein by reference)
10.23 Deed of Trust, Assignment of Rents and Security Agreement by Lisbon
Valley Mining Co. LLC and Stewart Title Guaranty Company for the
benefit of St. Mary Minerals Inc. dated November 23, 1998 (filed as
Exhibit 10.28 to the registrant's Annual Report on Form 10-K (File No.
0-20872) for the year ended December 31, 1998 and incorporated herein
by reference)
10.24 St. Mary Land & Exploration Company Incentive Stock Option Plan, As
Amended on March 25, 1999 (filed as Exhibit 10.1 to registrant's
Quarterly Report on Form 10-Q (File No. 0-20872) for the quarter ended
March 31, 1999 and incorporated herein by reference)
10.25 St. Mary Land & Exploration Company Stock Option Plan, As Amended on
March 25, 1999 (filed as Exhibit 10.2 to registrant's Quarterly Report
on Form 10-Q (File No. 0-20872) for the quarter ended March 31, 1999
and incorporated herein by reference)
10.26 Net Profits Interest Bonus Plan, As Amended on September 19, 1996 and
July 24, 1997 and January 28, 1999 filed as Exhibit 10.3 to
registrant's Quarterly Report on Form 10-Q (File No. 0-20872) for the
quarter ended March 31, 1999 and incorporated herein by reference)
10.27 Stock Exchange Agreement dated June 1, 1999 among St. Mary Land &
Exploration Company, Robert L. Nance, Penni W. Nance, Amy Nance Cebull
and Robert Scott Nance (filed as Exhibit 10.27 to the registrant's
Registration Statement on Form S-4 (Registration No. 333-85537) filed
on August 19, 1999 and incorporated herein by reference)
10.28 Stock Exchange Agreement dated June 1, 1999 between St. Mary Land &
Exploration Company and Robert T. Hanley (filed as Exhibit 10.28 to the
registrant's Registration Statement on Form S-4 (Registration No. 333-
85537) filed on August 19, 1999 and incorporated herein by reference)
10.29 Stock Exchange Agreement dated June 1, 1999 among St. Mary Land &
Exploration Company, Robert L. Nance and Robert T. Hanley (filed as
Exhibit 10.29 to the registrant's Registration Statement on Form S-4
(Registration No. 333-85537) filed on August 19, 1999 and incorporated
herein by reference)
10.30 Loan and Stock Purchase Agreement dated June 25, 1999 among Resource
Capital Fund L.P., St. Mary Land & Exploration Company and St. Mary
Minerals Inc.(filed as Exhibit 10.30 to the registrant's Registration
Statement on Form S-4 (Registration No. 333-85537) filed on August 19,
and incorporated herein by reference)
10.31 Credit Agreement dated June 25, 1999 among Summo Minerals Corporation,
Summo USA Corporation, Resource Capital Fund L.P. and St. Mary Minerals
Inc.(filed as Exhibit 10.31 to the registrant's Registration Statement
on Form S-4 (Registration No. 333-85537) filed on August 19, 1999 and
incorporated herein by reference)
10.32 Replacement Promissory dated June 25, 1999 payable to St. Mary Minerals
Inc. in the amount of $1,400,000 (filed as Exhibit 10.32 to the
registrant's Registration Statement on Form S-4 (Registration No. 333-
85537) filed on August 19, 1999 and incorporated herein by reference)
10.33 Pledge and Security Agreement dated June 25, 1999 among Summo Minerals
Corporation, Resource Capital Fund L.P., and St. Mary Minerals
Inc.(filed as Exhibit 10.33 to the registrant's Registration Statement
on Form S-4 (Registration No. 333-85537) filed on August 19, 1999 and
incorporated herein by reference)
10.34 Pledge and Security Agreement dated June 25, 1999 among Summo USA
Corporation, Resource Capital Fund L.P., and St. Mary Minerals Inc.
(filed as Exhibit 10.34 to the
registrant's Registration Statement on Form S-4 (Registration No. 333-
85537) filed on August 19, 1999 and incorporated herein by reference)
10.35 Warrant Agreement dated June 25, 1999 among Summo Minerals Corporation,
Resource Capital Fund L.P. and St. Mary Minerals Inc. (filed as Exhibit
10.35 to the registrant's Registration Statement on Form S-4
(Registration No. 333-85537) filed on August 19, 1999 and incorporated
herein by reference)
21.1 Subsidiaries of St. Mary Land & Exploration Company (filed as the
corresponding exhibit number to the registrant's Amendment No. 2 to
Registration Statement on Form S-4 (Registration No. 333-85537) filed
on November 12, 1999 and incorporated herein by reference)
23.1 Consent of Arthur Andersen LLP (filed as the corresponding exhibit
number to the registrant's Amendment No. 2 to Registration Statement on
Form S-4 (Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
23.2 Consent of PricewaterhouseCoopers LLP (filed as the corresponding
exhibit number to the registrant's Amendment No. 2 to Registration
Statement on Form S-4 (Registration No. 333-85537) filed on November
12, 1999 and incorporated herein by reference)
23.3 Consent of Deloitte & Touche LLP (filed as the corresponding exhibit
number to the registrant's Amendment No. 2 to Registration Statement on
Form S-4 (Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in the
opinion filed as Exhibit 5.1 to this Registration Statement)
23.5 Consent of Locke Liddell & Sapp LLP (filed as the corresponding exhibit
number to the registrant's Amendment No. 2 to Registration Statement on
Form S-4 (Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
23.6 Consent of Ernst & Young LLP (filed as the corresponding exhibit number
to the registrant's Amendment No. 2 to Registration Statement on Form
S-4 (Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
23.7 Consent of Ryder Scott Company, L.P. with respect to St. Mary reserve
reports (filed as the corresponding exhibit number to the registrant's
Amendment No. 2 to Registration Statement on Form S-4 (Registration No.
333-85537) filed on November 12, 1999 and incorporated herein by
reference)
23.8 Consent of Deutsche Bank Securities Inc. (filed as the corresponding
exhibit number to the registrant's Amendment No. 2 to Registration
Statement on Form S-4 (Registration No. 333-85537) filed on November
12, 1999 and incorporated herein by reference)
23.9 Consent of Nesbitt Burns Securities Inc.(filed as the corresponding
exhibit number to the registrant's Amendment No. 2 to Registration
Statement on Form S-4 (Registration No. 333-85537) filed on November
12, 1999 and incorporated herein by reference)
23.10 Consent of Ryder Scott Company, L.P. with respect to King Ranch Energy
reserve reports (filed as the corresponding exhibit number to the
registrant's Amendment No. 2 to Registration Statement on Form S-4
(Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
23.11 Consent of Netherland Sewell & Associates, Inc. with respect to King
Ranch Energy reserve reports (filed as the corresponding exhibit number
to the registrant's Amendment No. 2 to Registration Statement on Form
S-4 (Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
24.1 Power of Attorney (filed as Exhibit 24.1 to the registrant's
Registration Statement on Form S-4 (Registration No. 333-85537) filed
on August 19, 1999 and incorporated herein by reference)
99.1 Form of St. Mary Proxy Card (filed as the corresponding Exhibit number
to the registrant's Amendment No. 2 to Registration Statement on Form
S-4 (Registration No. 333-85537) filed on November 12, 1999 and
incorporated herein by reference)
99.2 Form of King Ranch Energy Written Consent (filed as the corresponding
Exhibit number to the registrant's Amendment No. 2 to Registration
Statement on Form S-4 (Registration No. 333-85537) filed on November
12, 1999 and incorporated herein by reference)
99.3 Instruction Sheet for King Ranch Stockholders*
99.4 Form of Letter to Class A (Voting) Stockholders of King Ranch*
99.5 Form of Letter to Class B (Non-Voting) Stockholders of King Ranch*
_____________________
* Filed herewith.
Item 22. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 % change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement; and
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;
(5) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c), such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other items of the applicable form;
(6) That every prospectus (i) that is filed pursuant to
paragraph (5) immediately preceding, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Securities Act of 1933 and is
used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(7) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to any provision or
arrangement whereby the registrant may indemnify a director, officer or
controlling person or the registrant against liabilities arising under
the Securities Act, or otherwise, the registrant has been advised that
in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of
Colorado, on November 17, 1999.
ST. MARY LAND & EXPLORATION COMPANY
By:
/s/ Thomas E. Congdon
------------------------------------------
Thomas E. Congdon, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------------------------------ ------------------------------------ --------------------
/s/ Thomas E. Congdon Chairman of the Board and Director November 17, 1999
- ------------------------------------
Thomas E. Congdon
/s/ Mark A. Hellerstein* President, Chief Executive Officer November 17, 1999
- ------------------------------------
Mark A. Hellerstein and Director
Executive Vice President, Chief November 17, 1999
____________________________________
Ronald D. Boone Operating Officer and Director
/s/ RICHARD C. NORRIS* Vice President - Finance, Secretary November 17, 1999
- ------------------------------------
Richard C. Norris and Treasurer
/s/ GARRY A. WILKENING* Vice President - Administration and November 17, 1999
- ------------------------------------
Garry A. Wilkening Controller
/s/ LARRY W. BICKLE* Director November 17, 1999
- ------------------------------------
Larry W. Bickle
/s/ DAVID C. DUDLEY* Director November 17, 1999
- ------------------------------------
David C. Dudley
/s/ RICHARD C. KRAUS* Director November 17, 1999
- ------------------------------------
Richard C. Kraus
Signature Title Date
- ------------------------------------ --------------------- --------------------------
Director November 17, 1999
____________________________________
R. James Nicholson
/s/ AREND J. SANBULTE*
- ------------------------------------
Arend J. Sandbulte Director November 17, 1999
Director November 17, 1999
____________________________________
John M. Seidl
* By:
/s/ Thomas E. Congdon
------------------------
Thomas E. Congdon
Attorney-in-fact