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)
February
21, 2008 (February 21, 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
2.02 Results
of Operations and Financial Condition.
In
accordance with General Instruction B.2. of Form 8-K, the following information,
including Exhibits 99.1 and 99.2, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall such information
and Exhibits 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 reference in such a filing.
On
February 21, 2008, St. Mary Land & Exploration Company (the “Company”)
issued a press release announcing its results of operations for the full year
and fourth 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 a related full year and fourth quarter 2007 earnings
teleconference call for February 22, 2008, at 8:00 a.m. (Mountain
Time). 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.
Additionally,
on February 21, 2008, the Company issued a separate press release providing an
update of its operations during the fourth quarter of 2007 and first quarter of
2008, and an update of its significant drilling programs as of December 31,
2007. A copy of the press release is furnished as Exhibit 99.2 to
this report.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibits are 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 February 21, 2008
- Results for Full Year and Fourth Quarter 2007.
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Exhibit
99.2
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Press
release of St. Mary Land & Exploration Company dated February 21, 2008
- Operations Update
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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:
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February
21, 2008
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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 and
Secretary
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