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)
August
3,
2007 (August 2, 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 80203
(Address
of principal executive offices) (Zip
Code)
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.):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
r
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 (the “Exchange Act”) or otherwise subject to
liability under that section, and such information and Exhibit shall not be
deemed incorporated by reference in any filing under the Securities Act of
1933
or the Exchange Act, except as shall be expressly set forth by specific
statement or reference in such a filing.
On
August
2, 2007, St. Mary Land & Exploration Company (“the Company” or “St. Mary”)
issued a press release announcing its results of operations for the second
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 second quarter 2007 earnings teleconference call for August
3,
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
7.01 Regulation
FD Disclosure.
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 Exchange Act or otherwise subject to liability under that section, and
such
information and Exhibit shall not be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as shall
be
expressly set forth by specific statement or reference in such a
filing.
On
August
2, 2007, St. Mary issued a press release announcing that it has entered into
an
agreement for the acquisition of oil and gas assets in South Texas for $153.1
million. The properties target natural gas in the Olmos formation and
are adjacent to our recently acquired Catarina Field assets located in Webb
and
Dimmit Counties, Texas. St. Mary attributes approximately 95 BCFE of
proved net reserves to the assets, which are currently producing approximately
net 9.2 MMCFE per day. This transaction is scheduled to close in
early October of 2007 and is subject to customary due diligence. A
copy of the press release is furnished as Exhibit 99.1 to this
report.
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Item
9.01
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Financial
Statements and Exhibits |
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(d)
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Exhibits.
The following exhibit is furnished as part of this report: |
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Exhibit
99.1 Press release, dated August 2, 2007, issued by St. Mary Land
& Exploration Company.
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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.
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St.
Mary Land & Exploration Company |
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Date:
August 2, 2007
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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, Secretary, and
Treasurer
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