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)

May 17, 2007 (May 16, 2007)

 

St. Mary Land & Exploration Company

(Exact name of registrant as specified in its charter)

 

                           

Delaware

001-31539

41-0518430

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

                               

 

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.):

 

[_] 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 8.01

Other Events.

 

On May 16, 2007, St. Mary Land & Exploration Company (the “Company”) issued a press release entitled “St. Mary to Register Previously Issued 3.50% Senior Convertible Notes Due 2027,” which announced that the Company intends to file a registration statement with the Securities and Exchange Commission to register under the Securities Act of 1933 its previously issued $287.5 million amount of 3.50% Senior Convertible Notes due 2027 and shares of St. Mary common stock which may, under certain circumstances, become issuable upon conversion of said notes, for resale by selling securityholders specified in the registration statement. St. Mary expects to file the registration statement on or about June 15, 2007. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits. The following exhibit is filed as part of this report:

 

Exhibit 99.1

Press release, dated May 16, 2007, issued by St. Mary Land & Exploration Company.

 

 

 

 

 

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

 

 

Date: May 17, 2007

By:

/s/ MARK T. SOLOMON

 

Mark T. Solomon

 

 

Controller