-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TsM0xusMKjMeIImHL+gZtnU9YLWCSdpf+Q80Wqn2vQQ3c6mSrzE7mM8pSsLmk8a8 5B2nZ25EqhVHdo7Sn//KbQ== 0000890566-97-001470.txt : 19970701 0000890566-97-001470.hdr.sgml : 19970701 ACCESSION NUMBER: 0000890566-97-001470 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE ENERGY RESOURCES INC CENTRAL INDEX KEY: 0000086772 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 362722169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07667 FILM NUMBER: 97633469 BUSINESS ADDRESS: STREET 1: 1616 S VOSS RD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137832401 MAIL ADDRESS: STREET 1: 1616 S VOSS ROAD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE NATURAL RESOURCES INC DATE OF NAME CHANGE: 19900111 11-K 1 SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 11-K ------------------------ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 ------------------------ SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN ------------------------ SANTA FE ENERGY RESOURCES, INC. 1616 SOUTH VOSS ROAD HOUSTON, TEXAS 77057 1 of 22 SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN PAGE INDEX TO FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: Report of Independent Accountants .................................. 4-5 Statement of Net Assets Available for Plan Benefits, with Fund Information at December 31, 1996 ....................... 6 Statement of Net Assets Available for Plan Benefits, with Fund Information at December 31, 1995 ....................... 7 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1996 ....... 8 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1995 ....... 9 Notes to Financial Statements ...................................... 10-17 (b) Additional Information*: Item 27a - Schedule of Assets Held For Investment Purposes at December 31, 1996 ................................................ 19 Item 27d - Schedule of Reportable Transactions For the Year Ended December 31, 1996 ................................. 20 * All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto. (c) Exhibits: No. 23 - Consent of Independent Accountants 22 - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, persons who administer the Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN By: /s/ MARK A. OLDER Mark A. Older Member - Employee Benefits Committee Date: June 30, 1997 - 3 - REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Employee Benefits Committee of Santa Fe Energy Resources Savings Investment Plan In our opinion, the accompanying statements of net assets available for plan benefits, with fund information, and the related statements of changes in net assets available for plan benefits, with fund information, present fairly, in all material respects, the net assets available for plan benefits of the Santa Fe Energy Resources Savings Investment Plan at December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at December 31, 1996 and supplemental schedule of reportable transactions for the year ended December 31, 1996 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for plan benefits, with fund information, and the statement of changes in net assets available for plan benefits, with fund information, is presented for purposes of additional analysis rather than to present the statement of net assets available for plan benefits and the statement of changes in net assets - 4 - To the Participants and Employee Benefits Committee Page 2 available for plan benefits of each fund. The supplemental schedules and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Houston, Texas June 6, 1997 - 5 - SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1996
FUND INFORMATION ---------------------------------------------------------------- PUTNAM COMPANY STABLE GROWTH TOTAL S&P STOCK VALUE & INCOME RETURN INDEX FUND FUND FUND FUND FUND ---------- ----------- ---------- ---------- ---------- ASSETS ------ Investments, at fair value: Mutual funds ............ $8,480,736 $10,608,556 $1,869,183 $2,768,940 $5,111,351 Loans to participants ... -- -- -- -- -- ---------- ----------- ---------- ---------- ---------- Total investments .. 8,480,736 10,608,556 1,869,183 2,768,940 5,111,351 Receivables: Employer contribution ... 542,623 -- -- -- -- ---------- ----------- ---------- ---------- ---------- Total receivables .. 542,623 -- -- -- -- ---------- ----------- ---------- ---------- ---------- Net assets available for plan benefits ....... $9,023,359 $10,608,556 $1,869,183 $2,768,940 $5,111,351 ========== =========== ========== ========== ========== FUND INFORMATION -------------------------------------------------- OVERSEAS NEW VOYAGER GROWTH OPPORTUNITIES LOAN FUND FUND FUND FUND TOTAL ---------- ---------- ---------- ----------- ----------- ASSETS ------ Investments, at fair value: Mutual funds ............ $3,993,220 $1,366,681 $3,957,474 -- $38,156,141 Loans to participants ... -- -- -- $ 1,767,837 1,767,837 ---------- ---------- ---------- ----------- ----------- Total investments .. 3,993,220 1,366,681 3,957,474 1,767,837 39,923,978 Receivables: Employer contribution ... -- -- -- -- 542,623 ---------- ---------- ---------- ----------- ----------- Total receivables .. -- -- -- -- 542,623 ---------- ---------- ---------- ----------- ----------- Net assets available for plan benefits ....... $3,993,220 $1,366,681 $3,957,474 $ 1,767,837 $40,466,601 ========== ========== ========== =========== ===========
The accompanying notes are an integral part of this statement. - 6 - SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1995
FUND INFORMATION ----------------------------------------------------- FIXED S&P GROWTH INTEREST INDEX WELLINGTON EQUITY FUND FUND FUND FUND ----------- ---------- ----------- ----------- ASSETS ------ Investments, at fair value: TCB - Short-term investment ........ $ 887,481 $ 78,795 $ 50,775 $ 49,809 Santa Fe Energy Resources, Inc. common stock ..................... -- -- -- -- Mutual funds ....................... -- -- 2,006,197 1,619,496 Commingled trust funds ............. 3,215,248 4,567,388 -- -- Loans to participants .............. -- -- -- -- ----------- ---------- ----------- ----------- 4,102,729 4,646,183 2,056,972 1,669,305 Investments, at contract value: Prudential Investment Contract ..... 7,330,862 -- -- -- Travelers Investment Contract ...... 3,602,166 -- -- -- ----------- ---------- ----------- ----------- Total investments ............. 15,035,757 4,646,183 2,056,972 1,669,305 Receivables: Employer contribution .............. -- 16,223 -- -- Employee contribution .............. -- -- 11,250 11,067 Accrued interest and dividends ..... 315,341 525 204 190 Other .............................. -- -- -- -- ----------- ---------- ----------- ----------- Total receivables ............. 315,341 16,748 11,454 11,257 ----------- ---------- ----------- ----------- Total assets .................. 15,351,098 4,662,931 2,068,426 1,680,562 Liabilities: Miscellaneous payables .............. -- -- (51,983) (65,624) ----------- ---------- ----------- ----------- Total liabilities ............. -- -- (51,983) (65,624) ----------- ---------- ----------- ----------- Net assets available for plan benefits $15,351,098 $4,662,931 $ 2,016,443 $ 1,614,938 =========== ========== =========== ===========
FUND INFORMATION ------------------------ COMPANY STOCK LOAN FUND FUND TOTAL ---------- ----------- ------------ ASSETS ------ Investments, at fair value: TCB - Short-term investment ........ $ 164,978 -- $ 1,231,838 Santa Fe Energy Resources, Inc. common stock ..................... 6,590,526 -- 6,590,526 Mutual funds ....................... -- -- 3,625,693 Commingled trust funds ............. -- -- 7,782,636 Loans to participants .............. -- $ 1,428,646 1,428,646 ---------- ----------- ------------ 6,755,504 1,428,646 20,659,339 Investments, at contract value: Prudential Investment Contract ..... -- -- 7,330,862 Travelers Investment Contract ...... -- -- 3,602,166 ---------- ----------- ------------ Total investments ............. 6,755,504 1,428,646 31,592,367 Receivables: Employer contribution .............. 461,857 -- 478,080 Employee contribution .............. 6,239 -- 28,556 Accrued interest and dividends ..... 683 -- 316,943 Other .............................. 10,551 -- 10,551 ---------- ----------- ------------ Total receivables ............. 479,330 -- 834,130 ---------- ----------- ------------ Total assets .................. 7,234,834 1,428,646 32,426,497 Liabilities: Miscellaneous payables .............. -- -- (117,607) ---------- ----------- ------------ Total liabilities ............. -- -- (117,607) ---------- ----------- ------------ Net assets available for plan benefits $7,234,834 $ 1,428,646 $ 32,308,890 ========== =========== ============ The accompanying notes are an integral part of this statement. - 7- SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996
FUND INFORMATION ------------------------------------------------------------------------------------------------------- FIXED S&P GROWTH COMPANY STABLE GROWTH & INTEREST INDEX WELLINGTON EQUITY STOCK VALUE INCOME FUND FUND FUND FUND FUND FUND FUND ------------ ----------- ----------- ----------- ----------- ------------ ----------- Additions to net assets attributed to:- Investment income: Interest and dividends ......... $ 249,876 $ 8,129 $ 75,822 $ 72,026 $ 1,124 $ 275,426 $ 143,748 Net unrealized appreciation (depreciation) in value of investments ....... -- -- -- -- 2,094,088 -- 30,930 Net realized gain (loss) on sale of assets ........ -- 282,683 67,272 121,004 862,814 -- (938) Contributions: Employer ............ -- -- -- -- 1,631,631 -- -- Employees ........... 199,811 95,691 64,172 66,914 210,663 392,118 158,196 Transfers from other plans ....... -- -- -- -- -- -- -- Transfers from previous trustee .. -- -- -- -- -- 14,193,812 -- ------------ ----------- ----------- ----------- ----------- ------------ ----------- Total additions ... 449,687 386,503 207,266 259,944 4,800,320 14,861,356 331,936 Deductions to net assets attributed to: Trustee fees ......... (28,147) -- -- -- (196) (171) (37) Loan defaults ........ -- -- -- -- -- -- -- Net distributions to participants .... (355,425) (73,796) (15,394) (22,541) (115,135) (479,646) (896) Interfund transfers .. (1,229,327) 462,294 436,828 453,147 (2,896,464) (3,772,983) 1,538,180 Transfers to successor trustee .. (14,187,886) (5,437,932) (2,645,143) (2,305,488) -- -- -- ------------ ----------- ----------- ----------- ----------- ------------ ----------- Total deductions .. (15,800,785) (5,049,434) (2,223,709) (1,874,882) (3,011,795) (4,252,800) 1,537,247 Net increase (decrease) (15,351,098) (4,662,931) (2,016,443) (1,614,938) 1,788,525 10,608,556 1,869,183 Net assets available for plan benefits: Beginning of period .. 15,351,098 4,662,931 2,016,443 1,614,938 7,234,834 0 0 ------------ ----------- ----------- ----------- ----------- ------------ ----------- End of period ........ $ 0 $ 0 $ 0 $ 0 $ 9,023,359 $ 10,608,556 $ 1,869,183 ============ =========== =========== =========== =========== ============ =========== FUND INFORMATION --------------------------------------------------------------------------------------- TOTAL PUTNAM OVERSEAS NEW RETURN S&P INDEX VOYAGER GROWTH OPPORTUNITIES LOAN FUND FUND FUND FUND FUND FUND TOTAL ----------- ----------- ----------- ----------- ----------- ------------ ------------ Additions to net assets attributed to:- Investment income: Interest and dividends ......... $ 76,147 $ 806 $ 251,637 $ 18,578 $ 30,161 $ 133,180 $ 1,336,660 Net unrealized appreciation (depreciation) in value of investments ....... 138,536 667,353 (199,778) 79,004 (333,524) -- 2,476,609 Net realized gain (loss) on sale of assets ........ 16,446 113,332 38,322 2,494 (35,396) -- 1,468,033 Contributions: Employer ............ -- -- -- -- -- -- 1,631,631 Employees ........... 152,475 157,544 401,590 149,230 511,088 -- 2,559,492 Transfers from other plans ....... -- -- -- -- -- -- -- Transfers from previous trustee .. 2,634,461 5,449,274 2,298,902 -- -- -- 24,576,449 ----------- ----------- ----------- ----------- ----------- ------------ ------------ Total additions ... 3,018,065 6,388,309 2,790,673 249,306 172,329 133,180 34,048,874 Deductions to net assets attributed to: Trustee fees ......... (152) (125) (173) (22) (198) -- (29,221) Loan defaults ........ -- -- -- -- -- (6,758) (6,758) Net distributions to participants .... (28,136) (140,538) (36,945) (6,070) (4,213) -- (1,278,735) Interfund transfers .. (220,837) (1,136,295) 1,239,665 1,123,467 3,789,556 212,769 0 Transfers to successor trustee .. -- -- -- -- -- -- (24,576,449) ----------- ----------- ----------- ----------- ----------- ------------ ------------ Total deductions .. (249,125) (1,276,958) 1,202,547 1,117,375 3,785,145 206,011 (25,891,163) Net increase (decrease) 2,768,940 5,111,351 3,993,220 1,366,681 3,957,474 339,191 8,157,711 Net assets available for plan benefits: Beginning of period .. 0 0 0 0 0 1,428,646 32,308,890 ----------- ----------- ----------- ----------- ----------- ------------ ------------ End of period ........ $ 2,768,940 $ 5,111,351 $ 3,993,220 $ 1,366,681 $ 3,957,474 $ 1,767,837 $ 40,466,601 =========== =========== =========== =========== =========== ============ ============
The accompanying notes are an integral part of this statement. - 8 - SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
FUND INFORMATION --------------------------------------------------------- FIXED S&P GROWTH INTEREST INDEX WELLINGTON EQUITY FUND FUND FUND FUND ------------ ----------- ----------- ----------- Additions to net assets attributed to:- Investment income: Interest and dividends ............ $ 954,769 $ 5,249 $ 42,770 $ 3,038 Net unrealized appreciation in value of investments ......... -- 1,083,976 327,082 239,786 Net realized gain on sale of assets -- 16,293 11,854 554 Contributions: Employer .......................... -- -- -- -- Employees ......................... 840,613 324,916 208,153 172,696 Transfers from other plans ........ 66,096 184,139 3,682 4,141 ------------ ----------- ----------- ----------- Total additions ................. 1,861,478 1,614,573 593,541 420,215 ------------ ----------- ----------- ----------- Deductions to net assets attributed to: Loan defaults ....................... -- -- -- -- Net distributions to participants ... (1,261,221) (218,487) (60,230) (99,766) Interfund transfers ................. (806,588) 323,519 191,630 603,521 ------------ ----------- ----------- ----------- Total deductions ................ (2,067,809) 105,032 131,400 503,755 ------------ ----------- ----------- ----------- Net increase (decrease) ............... (206,331) 1,719,605 724,941 923,970 Net assets available for plan benefits: Beginning of period ................. 15,557,429 2,943,326 1,291,502 690,968 ------------ ----------- ----------- ----------- End of period ....................... $ 15,351,098 $ 4,662,931 $ 2,016,443 $ 1,614,938 ============ =========== =========== =========== FUND INFORMATION ------------------------- COMPANY STOCK LOAN FUND FUND TOTAL ---------- ----------- ------------ Additions to net assets attributed to:- Investment income: Interest and dividends ............ $ 8,253 $ 104,196 $ 1,118,275 Net unrealized appreciation in value of investments ......... 958,943 -- 2,609,787 Net realized gain on sale of assets 115,972 -- 144,673 Contributions: Employer .......................... 1,294,377 -- 1,294,377 Employees ......................... 151,741 -- 1,698,119 Transfers from other plans ........ 50,619 -- 308,677 ---------- ----------- ------------ Total additions ................. 2,579,905 104,196 7,173,908 ---------- ----------- ------------ Deductions to net assets attributed to: Loan defaults ....................... -- (89,702) (89,702) Net distributions to participants ... (406,450) -- (2,046,154) Interfund transfers ................. (331,803) 19,721 0 ---------- ----------- ------------ Total deductions ................ (738,253) (69,981) (2,135,856) ---------- ----------- ------------ Net increase (decrease) ............... 1,841,652 34,215 5,038,052 Net assets available for plan benefits: Beginning of period ................. 5,393,182 1,394,431 27,270,838 ---------- ----------- ------------ End of period ....................... $7,234,834 $ 1,428,646 $ 32,308,890 ========== =========== ============
The accompanying notes are an integral part of this statement. - 9 - SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN: The following description of the Santa Fe Energy Resources Savings Investment Plan (the Plan) is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plan's provisions, as the document is controlling at all times. GENERAL The Plan is a defined contribution plan which became operative, effective November 1, 1990, with the spin-off of Santa Fe Energy Resources, Inc. (SFER or the Company) from its parent company, Santa Fe Pacific Corporation (SFP). The Company has assumed the duties and responsibilities of administering the Plan. ADMINISTRATION OF THE PLAN The Plan is administered by the Employee Benefits Committee appointed by the Board of Directors of the Company and is subject to the provisions of the Employee Retirement Security Act of 1974 (ERISA). Texas Commerce Bank acted as trustee on behalf of the Plan and Hewitt Associates provided recordkeeping services to the Plan for the year ended December 31, 1995 and for the period January 1 to March 31, 1996. Effective April 1, 1996, Putnam Fiduciary Trust Company was appointed trustee and recordkeeper of the Plan, and all plan assets were transferred to the new trustee's custody. ELIGIBILITY Substantially all salaried full-time employees of the Company are eligible to participate in the Plan on the first day of the month following their date of hire. Eligible employees may become participants in the Plan by authorizing regular payroll deductions and designating investment allocations for such deductions. At December 31, 1996 there were 544 participants in the Plan. CONTRIBUTIONS Participants may elect to contribute from 1% to 12% of their annual base pay. Tax-deferred contributions to the Plan by individual employees were limited to $9,500 and $9,240 in 1996 and 1995, respectively. This limitation is adjusted annually to reflect cost-of-living adjustments. Further, the Internal Revenue Code (the Code) limits the total amount of contributions and forfeitures to the Plan (and all other defined contribution plans of the Company) to the lesser of - 10 - 25% of total annual compensation or $30,000 per participant. The Plan is also subject to the "top-heavy" rules of the Code and regulations promulgated thereunder. These rules generally provide that for any Plan year in which the Plan is "top-heavy", certain additional restrictions apply to contributions made on behalf of key employees. There were no such restrictions on the Plan due to "top-heavy" provisions during 1996 or 1995. The Company matches employee contributions for an amount up to 4% of each participant's base salary (the Regular Matching Contribution). In addition, if at the end of each fiscal year the Company's financial performance for such year has met or exceeded certain predetermined criteria, each participant will receive an additional matching contribution (the Performance Matching Contribution) up to 50% of the Regular Matching Contribution. For the years ended December 31, 1996 and 1995, the Company made Performance Matching Contributions of $542,623 and $377,870, respectively. The Performance Matching Contribution amounts for 1996 and 1995 are accrued as a receivable from employer in the statement of net assets available for plan benefits at December 31, 1996 and 1995, respectively. Both the Regular and Performance Matching Contributions are entirely in the form of Company stock and are held in the Company Stock Fund. A participant who receives a qualifying distribution from a former employer's retirement or savings plan may contribute the distribution to the Plan, provided that such contribution qualifies as a "rollover" contribution in accordance with Section 402 of the Code or is made by a direct trust-to-trust transfer. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution, (b) Plan earnings of each fund in which the participant has invested, and (c) forfeitures of terminated participants' nonvested accounts. Allocations are based on participant earnings or account balances, as defined. VESTING Participants are 100% vested at all times with respect to their contributions and rollover accounts. Participants' employer contributions accounts vest at a rate of 20% per year for each full year of service and become 100% vested after five full years of service, or in the case of death, total disability, attainment of normal retirement age or in certain other circumstances. INVESTMENTS Participants can direct all contributions made on their behalf into one or all of the Plan's investment funds. The Plan's investment options changed effective April 1, 1996 in connection with the appointment of Putnam Fiduciary Trust Company as the Plan's trustee and recordkeeper. Contribution rates may be changed at any time. - 11 - For the year ended December 31, 1995 and for the period January 1 to March 31, 1996, the five investment funds of the Plan were as follows: o FUND 1 - the "Fixed Interest Fund" invested on a fixed income basis, primarily in investment contracts issued by insurance companies and a bank company collective trust fund that invested primarily in money market instruments. Such investments generally provided for a guarantee of the principal amount of the fund and a guaranteed fixed interest rate, which rate was subject to modification from time to time. o FUND 2 - the "S&P Index Fund" invested in an undivided interest in the Wells Fargo Equity Index Fund managed by Wells Fargo Institutional Trust Company. This bank collective trust fund consisted of investments that attempted to mirror the performance of the Standard & Poors 500 Stock Composite Index. o FUND 3 - The "Wellington Fund" invested in the Vanguard Wellington Fund which invested in a diversified and balanced mix of bonds and common stocks, with the objectives of principal preservation and achievement of reasonable income and capital appreciation without significant risk. This fund was managed by the Vanguard Group of Investment Companies (Vanguard). o FUND 4 - The "Growth Equity Fund" invested in the Vanguard World Fund - Growth Portfolio which invested primarily in common stocks with the objective of long-term capital appreciation. This fund was managed by Vanguard. o FUND 5 - the "Company Stock Fund" invested in the common stock of the Company. Dividends and other distributions or amounts received in respect of Company stock were reinvested in additional shares, and each participant's account was credited with a proportionate number of the incremental shares. Notwithstanding the foregoing, the trustee could invest a portion of any of the above funds in cash or short-term cash equivalents, subject to liquidity needs. Effective April 1, 1996 and continuing through December 31, 1996, the eight investment mutual funds of the Plan were as follows: o FUND 1 - the "Stable Value Fund" invests primarily in a collective investment trust consisting of high-quality annuity investment contracts issued by insurance companies or banks to preserve capital and maintain a consistent yield of current income. As of December 31, 1996, the fund also maintains investments in two previously negotiated guaranteed investment contracts issued by an insurance company that were transferred to the fund from the Plan's previous trustee. For liquidity purposes, a portion of the fund's assets are invested in high-quality money market instruments. The fund is managed by Putnam Investments, Inc. o FUND 2 - the "Growth and Income Fund" invests primarily in the stock of large, well-established corporations in a variety of industries with an above-average history of dividend payments, with the goal of obtaining long-term capital appreciation while also providing current income. The fund is managed by Putnam Investments, Inc. - 12 - o FUND 3 - the "Total Return Fund" invests in a combination of (a) large corporation stocks that are historically strong performers and (b) high-quality fixed income securities, with the objective of achieving a high total return, long-term capital appreciation, and current income. The fund is managed by Invesco Funds Group, Inc. o FUND 4 - the "Putnam S&P Index Fund" invests in the common stock of the 500 industrial, utility, financial and transportation companies that comprise Standard & Poors 500 Stock Composite Index in an attempt to mirror the performance of such index. o FUND 5 - the "Voyager Fund" invests primarily in the common stock of smaller, growth-oriented companies and larger, well-established corporations that the fund manager believes offer above-average growth potential. The fund's investment objective is rapid capital appreciation. The fund is managed by Putnam Investments, Inc. o FUND 6 - the "Overseas Growth Fund" invests in stock of companies located outside of North America that offer above-average growth potential, with an overall objective of long-term capital appreciation. The fund is managed by Putnam Investments, Inc. o FUND 7 - the "New Opportunities Fund" invests primarily in the common stock of companies within certain emerging industry groups as identified by the fund manager as having above-average potential for growth with an overall objective of achieving long-term capital appreciation. The fund is managed by Putnam Investments, Inc. o FUND 8 - the "Company Stock Fund" invests in the common stock of the Company. Dividends and other distributions or amounts received in respect of Company stock are reinvested in additional shares, and each participant's account is credited with a proportionate number of the incremental shares. LOANS Loans may be made pursuant to the Plan. With respect to Plan loans, the provisions of the Plan (1) provide for the securing of loans by, among other things, the value of the participant's vested account balance, (2) provide a reasonable rate of interest, (3) set forth the maximum loan term, (4) establish any minimum and maximum loan amounts, and (5) provide a fixed repayment schedule. Two loans per employee may be outstanding at one time, and a third loan will not be permitted until one of the prior loans has been paid in full. During 1996, $960,870 of new loans were issued to participants and $614,921 of principal payments were received from participants. At December 31, 1996, the interest rate charged on loans from the Plan ranged from 6.5% to 12.5% depending upon the length and terms of the loan. - 13 - WITHDRAWALS, TRANSFERS AND FORFEITURES In the event of a participant's death, 100% of the participant's account balance is paid to designated beneficiaries. In the event of termination of employment, participants receive a distribution equal to the vested value of their account as of the valuation date on or following their termination of employment or normal retirement date. As allowed by the Code, the Plan also provides for hardship withdrawals under certain circumstances. Distributions may be made in a lump-sum payment or through monthly instalments for a specified period, or in the case of accounts invested in the Company Stock Fund, may be paid all in stock or part in stock and part in cash. Forfeitures of unvested employer contributions are applied against future employer contributions. Such forfeitures were $12,880 and $24,988 for the years ended December 31, 1996 and 1995, respectively. AMENDMENT AND TERMINATION The Board of Directors of the Company may, at any time, amend, discontinue contributions or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants become fully vested in their accounts. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: METHOD OF ACCOUNTING Financial statements of the Plan are prepared on the accrual basis of accounting and include all adjustments necessary to present fairly the financial statements of the Plan in accordance with generally accepted accounting principles. VALUATION OF INVESTMENTS Investments in the Fixed Interest Fund are valued at contract or fair market value. Valuation of investments in common stock and shares in registered investment company funds is based upon published quotations for the last business day of the Plan year. The valuation of the investment in the S&P Index Fund is based upon its closing sales price reported for the last business day of the year. Loans are valued at cost which approximates fair market value. CONTRIBUTIONS Employee contributions are recorded in the period during which the Company makes payroll deductions from the Plan participants' earnings. Matching Company contributions are recorded in the comparable period. - 14 - INCOME RECOGNITION Investment income for dividends and interest is recorded on the accrual basis, with dividends accrued on the ex-dividend date. BENEFITS Benefit claims are accrued when they have been processed and approved for payment by the Plan. Claims processed and approved, but unpaid as of the Plan's fiscal year end, are not shown as liabilities on the statement of net assets available for plan benefits but are reflected as liabilities on the Plan's 5500. EXPENSES Plan administrative expenses are borne by the Company, except for loan origination and maintenance fees related to Plan loans which are paid by the participant. USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities and the periods in which certain items of revenue and expense are included. Actual results may differ from such estimates. NOTE 3 - TAX STATUS OF THE PLAN: The Internal Revenue Service has issued a favorable letter of determination with respect to the tax status of the Plan dated March 29, 1995. Although the Plan has been subsequently amended, management believes that such amendments do not require an updated determination letter, as the Plan design and operations are in compliance with the applicable requirements of the Internal Revenue Code (Code). Therefore, the related trust is exempt from federal income tax under Code Section 501(a). NOTE 4 - NET REALIZED GAIN (LOSS) ON INVESTMENTS: The net realized gain (loss) on the Plan's fund investments represents sales of fund shares, or SFER and SFP common stock, the proceeds of which have been distributed to participants or transferred to other funds. In accordance with ERISA guidelines, realized gains (losses) are calculated as sales proceeds less current value at the beginning of the year or acquisition cost if acquired during the year. Under certain circumstances, the cost basis of the common stock for tax purposes may differ from the cost basis for financial reporting purposes. - 15 - Net realized gains (losses) for the year ended December 31, 1996 were as follows: ERISA ERISA REALIZED PROCEEDS COST GAIN (LOSS) ----------- ----------- ---------- S&P Index Fund $10,376,187 $10,093,504 $ 282,683 Wellington Fund 5,650,414 5,583,142 67,272 Growth Equity Fund 5,936,188 5,815,184 121,004 Company Stock Fund 4,108,895 3,246,081 862,814 Total Return Fund 1,344,935 1,328,489 16,446 Growth & Income Fund 109,561 110,499 (938) Voyager Fund 839,784 801,462 38,322 New Opportunities Fund 445,448 480,844 (35,396) Overseas Growth Fund 92,307 89,813 2,494 Putnam S&P Index Fund 2,275,162 2,161,830 113,332 ------------ ----------- ---------- $31,178,881 $29,710,848 $1,468,033 ============ =========== ========== Net realized gains for the year ended December 31, 1995 were as follows: ERISA ERISA REALIZED PROCEEDS COST GAIN --------- --------- -------- S&P Index Fund $ 154,347 $ 138,054 $ 16,293 Wellington Fund 164,519 152,665 11,854 Growth Equity Fund 4,465 3,911 554 Company Stock Fund 924,540 808,568 115,972 --------- --------- -------- $1,247,871 $1,103,198 $144,673 ========== ========== ======== - 16 - NOTE 5- DISTRIBUTIONS DUE TO PARTICIPANTS: Benefit payments requested but not yet paid to participants who have withdrawn from the Plan were as follows at December 31, 1995: Fixed Interest Fund $127,773 S&P Index Fund 60,177 Wellington Fund 6,133 Growth Equity Fund 19,011 Company Stock Fund 11,377 -------- $224,471 ======== These amounts are reflected as liabilities in the Plan's 5500. No comparable obligation existed at December 31, 1996. NOTE 6 - PLAN AMENDMENTS: Effective April 1, 1996, the Plan was amended to change the available investment fund options as outlined in Note 1 and to provide for daily valuation. - 17 - ADDITIONAL INFORMATION - 18 - SCHEDULE 1 SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996
(a) (c) (e) PARTY (b) DESCRIPTION NUMBER (d) CURRENT IN INTEREST ISSUER OF INVESTMENT OF SHARES COST VALUE - ----------- * Putnam Investments, Inc. Company Stock Fund 611,224 $ 2,613,956 $ 8,480,736 Invesco Funds Group, Inc. Total Return Fund 113,948 2,613,958 2,768,940 * Putnam Investments, Inc. Growth & Income Fund 103,728 1,839,192 1,869,183 * Putnam Investments, Inc. Voyager Fund 247,718 4,154,676 3,993,220 * Putnam Investments, Inc. Stable Value Fund 10,608,353 10,608,353 10,608,556 * Putnam Investments, Inc. New Opportunities Fund 97,403 4,326,394 3,957,474 * Putnam Investments, Inc. Overseas Growth Fund 90,930 1,285,183 1,366,681 * Putnam Investments, Inc. S&P Index Fund 300,491 4,330,665 5,111,351 Participant loans Range of maturities - June 30, 1997 through March 31, 2010 1,767,837 1,767,837 ----------- ----------- $33,540,214 $39,923,978 =========== ===========
- 19 - SCHEDULE 2 SANTA FE ENERGY RESOURCES SAVINGS INVESTMENT PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996
(c) (d) (b) NUMBER OF PURCHASE PRICE SELLING PRICE (a) DESCRIPTION ---------------- (CURRENT VALUE AT (CURRENT VALUE AT PARTY OF ASSETS PURCHASES SALES TRANSACTION DATE) TRANSACTION DATE) ----- --------- --------- ----- ----------------- ----------------- Texas Commerce Bank ......... Short-Term Investment Co.- -- 43 -- $ 23,973,067 Prime Series 73 -- $22,741,229 -- Prudential Investments ...... Group Annuity 6607 -- 1 -- 7,543,831 5 -- 184,821 -- LaSalle National Trust ...... Income Plus Fund -- 3 -- 3,302,611 5 -- 87,364 -- Wells Fargo Institutional -- 1 -- 4,850,071 Trust Company .............. S&P Index Fund 0 -- 0 -- The Vanguard Group .......... Wellington Fund -- 1 -- 2,379,053 1 -- 305,583 -- The Vanguard Group .......... World Fund - United States -- 2 -- 2,318,714 Growth Portfolio 1 -- 578,214 -- Putnam Investments, Inc. .... SFER Company Stock Fund -- 105 -- 3,955,490 38 -- 1,308,026 -- Invesco Funds Group, Inc. ... Total Return Fund -- 56 -- 1,344,935 63 -- 1,325,718 -- Putnam Investments, Inc. .... Growth & Income A Fund -- 29 -- 109,561 72 -- 1,948,752 -- Putnam Investments, Inc. .... Voyager Fund -- 81 -- 839,784 80 -- 2,698,089 -- Putnam Investments, Inc. .... Stable Value Fund -- 84 -- 6,214,116 111 -- 2,860,653 -- Putnam Investments, Inc. .... New Opportunities Fund -- 78 -- 445,448 96 -- 4,771,841 -- Putnam Investments, Inc. .... S&P 500 Index Fund -- 80 -- 2,275,162 58 -- 1,189,845 --
(h) CURRENT VALUE ON (i) (a) (g) TRANSACTION NET REALIZED PARTY COST DATE GAIN/(LOSS) ----- ----------- ----------- ----------- Texas Commerce Bank ......... $23,973,067 -- $ 0 -- $22,741,229 0 Prudential Investments ...... 7,543,831 -- 0 -- 184,821 0 LaSalle National Trust ...... 3,302,611 -- 0 -- 87,364 0 Wells Fargo Institutional 2,971,304 -- 1,878,767 Trust Company .............. -- 0 0 The Vanguard Group .......... 2,004,936 -- 374,117 -- 305,583 0 The Vanguard Group .......... 1,941,897 -- 376,817 -- 578,214 0 Putnam Investments, Inc. .... 3,241,362 -- 754,128 -- 1,308,026 0 Invesco Funds Group, Inc. ... 1,328,489 -- 16,446 -- 1,325,718 0 Putnam Investments, Inc. .... 110,499 -- (938) -- 1,948,752 0 Putnam Investments, Inc. .... 801,462 -- 38,322 -- 2,698,089 0 Putnam Investments, Inc. .... 6,214,116 -- 0 -- 2,860,653 0 Putnam Investments, Inc. .... 480,844 -- (35,396) -- 4,771,841 0 Putnam Investments, Inc. .... 2,161,830 -- 113,332 -- 1,189,845 0 Columns (e) and (f) have been omitted because they are not applicable. - 20 - INDEX TO EXHIBITS EXHIBIT NO. PAGE 23. Consent of Independent Accountants 22 - 21 - EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-37175, 33-44541, 33-44542, 33-58613, 33-59255 and 333-07949) of Santa Fe Energy Resources, Inc. of our report dated June 6, 1997 appearing on pages 4 and 5 of the Santa Fe Energy Resources Savings Investment Plan on Form 11-K for the year ended December 31, 1996. Houston, Texas June 6, 1997 - 22 - -----END PRIVACY-ENHANCED MESSAGE-----