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)
March 28,
2008 (March 27, 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
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 Securities Exchange Act of 1934, nor shall such information
and Exhibit be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such a filing.
On March 27, 2008, St. Mary Land & Exploration Company (“St. Mary”
or the “Company”) issued a press release providing an update of its
operations. A copy of the press release is furnished as Exhibit 99.1
to this report. In the press release, the Company announced that it
completed the previously announced acquisition of producing and non-producing
oil and gas properties in Panola County at Carthage Field in East Texas for $49
million. The acquired properties primarily target natural gas in the
Cotton Valley and Travis Peak formations. The acquisition was funded
with cash on hand and borrowings under the Company’s existing credit
facility. The acquisition was consummated pursuant to a Purchase and
Sale Agreement dated February 26, 2008, which was previously reported in a
Current Report on Form 8-K filed by the Company on February 27,
2008.
Item
8.01 Other
Events.
St.
Mary also announced the repurchase of 2,135,600 shares of common stock in the
open market during the past 30 days within the above mentioned March 27, 2008,
press release. The shares were repurchased with cash on hand and
borrowings on the Company's existing credit facility at an average-weighted
price of $36.13 per share. The shares were repurchased under the
Company's existing Board-authorized stock repurchase program. The
Company is authorized to repurchase approximately 3.1 million additional
shares remaining under its share repurchase authorization program. In
the press release, the Company furthermore provided its updated hedge position
and announced that the production and cost guidance provided on January 31,
2008, remains unchanged.
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 volatility and
level of oil and natural gas prices, the uncertain nature of the expected
benefits from the acquisition and divestiture of oil and gas properties, the
potential effects of increased levels of debt financing, the imprecise nature of
estimating oil and gas reserves, the availability of additional economically
attractive exploration, development, and property acquisition opportunities for
future growth and any necessary financings, unexpected drilling conditions and
results, unsuccessful exploration and development drilling, drilling and
operating service availability, the risks associated with our hedging strategy,
and other such matters discussed in the “Risk Factors” section of
St. Mary’s 2007 Annual Report on Form 10-K/A. 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.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibit is furnished as part of this report:
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Exhibit
99.1
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Press
release of St. Mary Land & Exploration Company dated March 27,
2008.
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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.
ST. MARY LAND & EXPLORATION
COMPANY
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Date:
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March
28, 2008
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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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