-----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, M5bcQ46kZUSi6EwxB/SQLZKFrF/Lbie0Z+PinaeT6sX7UL8gXvRc7tg3ioYvYh7X pB++Gf0pZQ4UdBfUm7lO0A== 0000950129-99-002094.txt : 19990512 0000950129-99-002094.hdr.sgml : 19990512 ACCESSION NUMBER: 0000950129-99-002094 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19990511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE SNYDER CORP 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: S-3 SEC ACT: SEC FILE NUMBER: 333-78265 FILM NUMBER: 99617488 BUSINESS ADDRESS: STREET 1: 1616 S.VOSS RD. STREET 2: STE. 1000 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135075000 MAIL ADDRESS: STREET 1: 1616 S VOSS ROAD STE 1000 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE ENERGY RESOURCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE NATURAL RESOURCES INC DATE OF NAME CHANGE: 19900111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SFS CAPITAL TRUST I CENTRAL INDEX KEY: 0001086245 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-78265-01 FILM NUMBER: 99617489 BUSINESS ADDRESS: STREET 1: 1616 SOUTH VOSS ROAD CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135075000 MAIL ADDRESS: STREET 1: 1616 SOUTH VOSS ROAD CITY: HOUSTON STATE: TX ZIP: 77057 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SFS CAPITAL TRUST II CENTRAL INDEX KEY: 0001086246 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-78265-02 FILM NUMBER: 99617490 BUSINESS ADDRESS: STREET 1: 1616 SOUTH VOSS ROAD CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135075000 MAIL ADDRESS: STREET 1: 1616 SOUTH VOSS ROAD CITY: HOUSTON STATE: TX ZIP: 77057 S-3 1 SANTA FE SNYDER CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- SANTA FE SNYDER CORPORATION SFS CAPITAL TRUST I SFS CAPITAL TRUST II (Exact name of registrant as specified in its charter) DELAWARE 36-2722169 DELAWARE APPLIED FOR DELAWARE APPLIED FOR (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 1616 SOUTH VOSS ROAD DAVID L. HICKS HOUSTON, TEXAS 77057 VICE PRESIDENT-LAW AND GENERAL COUNSEL (713) 507-5000 1616 SOUTH VOSS ROAD HOUSTON, TEXAS 77057 (713) 507-5000 (Address, including zip code, and telephone number, (Name, address, including zip code, and telephone including area number, code, of registrant's principal executive offices) including area code, of agent for service)
--------------------- Copies to: G. MICHAEL O'LEARY ANDREWS & KURTH L.L.P. 600 TRAVIS, SUITE 4200 HOUSTON, TEXAS 77002 (713) 220-4200 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement, as determined in light of market conditions and other factors. --------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM TITLE OF EACH CLASS AGGREGATE OFFERING AMOUNT OF OF SECURITIES TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- Debt Securities of Santa Fe Snyder Corporation(3)........... Subordinated Debt Securities of Santa Fe Snyder(3).......... Preferred Stock of Santa Fe Snyder(4)....................... Common Stock of Santa Fe Snyder(5)(6)....................... Trust Preferred Securities of SFS Capital Trust I and SFS Capital Trust II(7)........................................ Guarantees by Santa Fe Snyder of Trust Preferred Securities(8).............................................. - ---------------------------------------------------------------------------------------------------------------- Total(9)............................................. $500,000,000 $139,000 - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per unit will be determined from time to time by the registrants in connection with the issuance by the registrants of the securities registered hereunder. (2) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (3) Subject to note 9 below, an indeterminate principal amount of Debt Securities or Subordinated Debt Securities of Santa Fe Snyder as may be sold from time to time are being registered hereunder. If any Debt Securities or Subordinated Debt Securities of Santa Fe Snyder are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the dollar amount of any securities previously issued hereunder. (4) Subject to note 9 below, an indeterminate number of shares of Preferred Stock of Santa Fe Snyder as may be sold from time to time are being registered hereunder. (5) Each share of Common Stock of Santa Fe Snyder is accompanied by a preferred share purchase right pursuant to the Rights Agreement, dated March 31, 1997, between Santa Fe Snyder and First Chicago Trust Company of New York, as rights agent, as amended. (6) Subject to note 9 below, an indeterminate number of shares of Common Stock of Santa Fe Snyder as may be sold from time to time are being registered hereunder. Also being registered hereunder are an indeterminate number of shares of Common Stock of Santa Fe Snyder as shall be issuable upon conversion or redemption of the Preferred Stock, the Debt Securities, the Subordinated Debt Securities or the Trust Preferred Securities registered hereby. (7) Subject to note 9 below, an indeterminate amount and number of Trust Preferred Securities as may be sold from time to time are being registered hereunder. (8) No separate consideration will be received for the Guarantee of the Trust Preferred Securities. The Guarantee includes the rights of holders of Trust Preferred Securities under the guarantee and certain back-up undertakings, as described in this Registration Statement. (9) In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $500,000,000. The securities registered hereunder may be sold separately or as units with other securities registered hereunder. THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED MAY 11, 1999 PROSPECTUS $500,000,000 SANTA FE SNYDER CORPORATION DEBT SECURITIES SUBORDINATED DEBT SECURITIES PREFERRED STOCK COMMON STOCK SFS CAPITAL TRUST I SFS CAPITAL TRUST II TRUST PREFERRED SECURITIES GUARANTEED BY SANTA FE SNYDER CORPORATION Santa Fe Snyder Corporation may offer and sell in one or more offerings: - unsecured debt securities consisting of senior notes and debentures and subordinated notes and debentures and/or other unsecured evidences of indebtedness in one or more series; - shares of preferred stock, in one or more series, which may be convertible or exchangeable for common stock or debt securities; and - shares of common stock. SFS Capital Trust I and SFS Capital Trust II, each a wholly owned subsidiary of Santa Fe Snyder Corporation, may offer and sell in one or more offerings: - trust preferred securities representing undivided beneficial interests in the assets of each trust. As described in this document, Santa Fe Snyder will provide a limited guarantee of the payment by each trust of distributions on the trust preferred securities and the payment upon liquidation and redemption. The aggregate initial offering price of the securities that we offer will not exceed $500,000,000. We will offer the securities in amounts, at prices and on terms to be determined by market conditions at the time of our offerings. We will provide the specific terms of the securities in supplements to this prospectus. You should read this prospectus and the prospectus supplements carefully before you invest in any of our securities. This prospectus may not be used to consummate sales of our securities unless it is accompanied by a prospectus supplement. Santa Fe Snyder's common stock is listed for trading on the New York Stock Exchange under the symbol "SFS". NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. , 1999 3 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information incorporated by reference or provided in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of each of those documents. TABLE OF CONTENTS About This Prospectus....................................... 1 Where You Can Find More Information......................... 1 Forward-Looking Statements.................................. 2 Santa Fe Snyder Corporation................................. 2 The Trusts.................................................. 2 Use of Proceeds............................................. 3 Ratio of Earnings to Fixed Charges.......................... 4 Plan of Distribution........................................ 4 Description of Debt Securities.............................. 5 Description of Equity Securities............................ 11 Description of Trust Preferred Securities................... 15 Description of Trust Preferred Securities Guarantees........ 16 Relationship Among the Trust Preferred Securities, the Subordinated Debt Securities and the Guarantees........... 19 Legal Opinions.............................................. 20 Experts..................................................... 21
i 4 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission utilizing a "shelf" registration process. Under this shelf process, we may, over the next two years, sell different types of securities described in this prospectus in one or more offerings up to a total offering amount of $500 million. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities offered by us in that offering. The prospectus supplement may also add, update or change information in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information." In this prospectus references to "Santa Fe Snyder," "we," "us" and "our" mean Santa Fe Snyder Corporation. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public over the Internet or at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities: - Snyder Oil Corporation's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998; - Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K/A for the fiscal year ended December 31, 1998; - Santa Fe Energy Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; - Santa Fe Energy Resources, Inc.'s Current Report on Form 8-K filed on May 6, 1999 announcing the consummation of the merger of Snyder Oil Corporation with and into Santa FeEnergy Resources, Inc.; and - the descriptions of our common stock and preferred stock contained in our registration statement on Form 8-A/A filed on May 11, 1999. You may request a copy of these filings, at no cost, by writing or calling us at the following address: Kathy E. Hager Investor Relations Santa Fe Snyder Corporation 1616 S. Voss Road Houston, Texas 77057 (713) 507-5315 5 FORWARD-LOOKING STATEMENTS Some of the information included in this prospectus, any prospectus supplement and the documents we have incorporated by reference contain forward-looking statements. Such statements use forward-looking words such as "anticipate," "believe," "expect," "may," "project," "will" or other similar words and discuss "forward-looking" information including the following: - estimated production levels; - anticipated capital expenditures; - future cash flows and borrowings; - pursuit of potential future acquisition opportunities; and - sources of funding for exploration. These forward-looking statements are based on assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Factors that could cause actual results to differ materially from those anticipated are discussed in our periodic filings with the SEC, including Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 1998, Snyder Oil Corporation's Annual Report on Form 10-K/A for the year ended December 31, 1998, and Santa Fe Energy Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this document, any prospectus supplement and the documents we have incorporated by reference. We will not update these forward-looking statements unless the securities laws require us to do so. SANTA FE SNYDER CORPORATION Santa Fe Snyder Corporation was created on May 5, 1999 through the combination by merger of Snyder Oil Corporation with and into Santa Fe Energy Resources, Inc. Santa Fe Snyder is a large independent oil and natural gas exploration and production company with operations in the United States, Southeast Asia, South America and West Africa. On a pro forma combined basis, as of January 1, 1999, we had estimated proved reserves of 315 million barrels of oil equivalent, with 65% domestic reserves and 35% international reserves. 60% of our estimated proved reserves are oil and 40% are natural gas. Our combined production for 1999 is estimated to be 105,000 barrels of oil equivalent per day, with 55% of the combined production natural gas and 70% domestic. Our principal executive offices are located at 1616 South Voss Road, Houston, Texas 77057, and our telephone number is (713) 507-5000. THE TRUSTS Each of SFS Capital Trust I and SFS Capital Trust II is a statutory business trust created under Delaware law through the filing of a certificate of trust with the Delaware Secretary of State. Each trust's business is defined in a declaration of trust which will be executed by Santa Fe Snyder, as sponsor for each of the trusts, and the trustees, as defined below, for each of the trusts. Each declaration will be amended and restated before any sale by that trust of trust preferred securities. Each declaration will also be qualified as an indenture under the Trust Indenture Act of 1939, as amended. Each trust exists for the exclusive purposes of: - issuing and selling the trust preferred securities and the trust common securities; - investing the gross proceeds from the sale of the trust preferred securities in subordinated debt securities issued by Santa Fe Snyder; and - engaging in only those other activities necessary or incidental to these purposes. 2 6 Santa Fe Snyder will, directly or indirectly, acquire trust common securities in an aggregate liquidation amount equal to 3% of the total capital of each of the trusts. Each trust's business and affairs will be conducted by its trustees. A majority of the trustees of each trust will be administrative trustees and will be persons who are employees or officers of or affiliated with Santa Fe Snyder. One trustee of each trust will be a financial institution that will be unaffiliated with Santa Fe Snyder and that will act as property trustee and as indenture trustee for purposes of the Trust Indenture Act, as described in the applicable prospectus supplement. In addition, unless the property trustees maintain a principal place of business in the State of Delaware, and otherwise meet the requirements of applicable law, one trustee of each trust, the Delaware trustee, will have its principal place of business or reside in the State of Delaware. The administrative trustees and the property trustees, together with the Delaware trustee, are referred to in this document as the trustees. Each trust's business and affairs will be conducted by the trustees appointed by Santa Fe Snyder, as the direct or indirect holder of all the trust common securities. Except in limited circumstances, Santa Fe Snyder as the holder of the trust common securities will be entitled to appoint, remove or replace any of, or increase or reduce the number of, the trustees of a trust. The declaration of each trust will govern the duties and obligations of the trustees. Santa Fe Snyder will pay all fees and expenses related to the trusts and the offering of trust securities, the payment of which will be guaranteed by Santa Fe Snyder. The office of the Delaware trustee for each trust in the State of Delaware is White Clay Center, Route 273, Newark, Delaware 19711. The principal place of business of each trust is c/o Santa Fe Snyder Corporation, 1616 South Voss Road, Suite 1000, Houston, Texas 77057, and its telephone number is (713) 507-5000. USE OF PROCEEDS We intend to use the net proceeds we receive from the sale of the securities offered by this prospectus and the accompanying prospectus supplement for the repayment of debt and for general corporate purposes, unless we specify otherwise in the applicable prospectus supplement. General corporate purposes may include the repayment of existing indebtedness, additions to working capital, capital expenditures or the financing of possible acquisitions, including acquisitions of onshore and offshore oil and natural gas properties. 3 7 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends of Santa Fe Energy Resources, Inc., the predecessor of Santa Fe Snyder Corporation, for the periods indicated. Santa Fe Snyder was created by merger of Snyder Oil Corporation with and into Santa Fe Energy Resources on May 5, 1999. The applicable ratios for the combined entity will be set forth in the applicable prospectus supplement.
SANTA FE ENERGY RESOURCES ---------------------------------------------- THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, ----------- -------------------------------- 1999 1998 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- ---- Earnings to Fixed Charges........................ (a) (a) (a) 4.7 2.3 2.1 1.8 Earnings to Combined Fixed Charges and Preferred Stock Dividends................................ (b) (b) (b) 2.6 (b) 1.3 1.2
- --------------- (a) Earnings during the three months ended March 31, 1999 and 1998 and the year 1998 were insufficient to cover fixed charges (excluding dividends on preferred stock) by $18 million, $6.3 million and $167.3 million, respectively. (b) Earnings during the three months ended March 31, 1999 and 1998 and the years 1998 and 1996 were insufficient to cover combined fixed charges and preferred stock dividends by $18 million, $6.3 million, $167.3 million and $12.7 million, respectively. In the second quarter of 1997, Santa Fe converted the remaining 1.2 million outstanding shares of Convertible Preferred Stock, Series 7%, into 2.3 million shares of common stock. Also in the second quarter of 1997, Santa Fe converted all 10.7 million of its $.732 Series A Convertible Preferred Stock into 9.1 million shares of common stock. For the purpose of computing the ratio of earnings to fixed charges, earnings means: - income from continuing operations before income taxes; - plus fixed charges; - plus amortization of capitalized interest; and - less capitalized interest. Fixed charges means the sum of the following: - interest, including capitalized interest, on all indebtedness; and - amortization of debt discount. PLAN OF DISTRIBUTION We may sell our securities through agents, underwriters or dealers, directly to purchasers. We may designate agents to solicit offers to purchase our securities. - We will name any agent involved in offering or selling our securities, and any commissions that we will pay to the agent, in our prospectus supplement. - Unless we indicate otherwise in our prospectus supplement, our agents will act on a best efforts basis for the period of their appointment. - Our agents may be deemed to be underwriters under the Securities Act of 1933 of any of our securities that they offer or sell. 4 8 We may use an underwriter or underwriters in the offer or sale of our securities. - If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of our securities. - We will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in our prospectus supplement. - The underwriters will use our prospectus supplement to sell our securities. We may use a dealer to sell our securities. - If we use a dealer, we, as principal, will sell our securities to the dealer. - The dealer will then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities. - We will include the name of the dealer and the terms of our transactions with the dealer in our prospectus supplement. We may directly solicit offers to purchase our securities, and we may directly sell our securities to institutional or other investors. We will describe the terms of our direct sales in our prospectus supplement. We may indemnify agents, underwriters, and dealers against certain liabilities, including liabilities under the Securities Act of 1933. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business. We may authorize our agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price under delayed delivery contracts. - If we use delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts. - These delayed delivery contracts will be subject only to the conditions that we set forth in the prospectus supplement. - We will indicate in our prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed delivery contracts will be entitled to receive. DESCRIPTION OF DEBT SECURITIES Any debt securities we offer will be our direct, unsecured general obligations. The debt securities will be either senior debt securities or subordinated debt securities. The debt securities will be issued under one or more separate indentures between us and The Bank of New York, as trustee. Senior debt securities will be issued under a "senior indenture" and subordinated debt securities will be issued under a "subordinated indenture." Together the senior indenture and the subordinated indenture are called "indentures." We have summarized selected provisions of the indentures below. The following description is a summary of the material provisions of the indentures. It does not restate those agreements in their entirety. We urge you to read each of the indentures because each one, and not this description, defines your rights as holders of the debt securities. The forms of each of the indentures have been filed as exhibits to the registration statement. 5 9 GENERAL The debt securities will be our direct, unsecured obligations. The senior debt securities will rank equally with all of our other senior and unsubordinated debt. The subordinated debt securities will have a junior position to all of our senior debt securities. If SFS Capital Trust I or SFS Capital Trust II issue trust preferred securities, Santa Fe Snyder will also issue subordinated debt securities to SFS Capital Trust I or SFS Capital Trust II or a trustee of either trust. If the trusts are subsequently dissolved upon the occurrence of the events described in the prospectus supplement relating to the trust preferred securities, the trusts or trustees may distribute these subordinated debt securities ratably to the holders of trust preferred securities. A prospectus supplement and a supplemental indenture relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following: - the title and type of the debt securities; - the total principal amount of the debt securities; - the percentage of the principal amount at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated; - the dates on which the principal of the debt securities will be payable; - the interest rate which the debt securities will bear and the interest payment dates for the debt securities; - the form of the subordinated debt securities Santa Fe Snyder will issue to the trusts or a trustee if the trusts issue trust preferred securities; - in the case of subordinated debt securities issued to the trusts or trustees, the right to extend payment periods and the duration of that extension; - any optional redemption periods; - any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem some or all of the debt securities; - any changes to or additional events of defaults or covenants; - any special tax implications of the debt securities, including provisions for original issue discount securities, if offered; - restrictions on the declaration of dividends or requiring the maintenance of any asset ratio or the creation or maintenance of reserves; and - any other terms of the debt securities. None of the indentures limits the amount of debt securities that may be issued. Each indenture allows debt securities to be issued up to the principal amount that may be authorized by us and may be in any currency or currency unit designated by us. Debt securities of a series may be issued in registered, bearer, coupon or global form. DENOMINATIONS The prospectus supplement for each issuance of debt securities will state whether the securities will be issued in registered form of $1,000 each or multiples thereof or bearer form of $5,000 each. 6 10 SUBORDINATION Under the subordinated indenture, payment of the principal, interest and any premium on the subordinated debt securities will generally be subordinated and junior in right of payment to the prior payment in full of all senior debt securities. The subordinated indenture provides that no payment of principal, interest and any premium on the subordinated debt securities may be made in the event: - of any insolvency, bankruptcy or similar proceeding involving us or our property, or - we fail to pay the principal, interest, any premium or any other amounts on any senior debt when due. The subordinated indenture will not limit the amount of senior debt that we may incur. Senior debt includes all notes or other unsecured evidences of indebtedness, including guarantees given by us, for money borrowed by us, not expressly subordinate or junior in right of payment to any of our other indebtedness. CONSOLIDATION, MERGER OR SALE Each indenture generally permits a consolidation or merger between us and another corporation. They also permit the sale by us of all or substantially all of our property and assets. If this occurs, the remaining or acquiring corporation will assume all of our responsibilities and liabilities under the indentures, including the payment of all amounts due on the debt securities and performance of the covenants in the indentures. However, we will consolidate or merge with or into any other corporation or sell all or substantially all of our assets only according to the terms and conditions of the indentures. The remaining or acquiring corporation will be substituted for us in the indentures with the same effect as if it had been an original party to the indentures. Thereafter, the successor corporation may exercise our rights and powers under any indenture, in our name or in its own name. Any act or proceeding required or permitted to be done by our board or any of our officers may be done by the board or officers of the successor corporation. If we sell all or substantially all of our assets, we will be released from all our liabilities and obligations under any indenture and under the debt securities. MODIFICATION OF INDENTURES Under each indenture our rights and obligations and the rights of the holders may be modified with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications, is effective against any holder without its consent. EVENTS OF DEFAULT "Event of default" when used in an indenture, will mean any of the following: - failure to pay the principal of or any premium on any debt security when due; - failure to deposit any sinking fund payment when due; - failure to pay interest on any debt security for 60 days; - failure to perform any other covenant in the indenture that continues for 90 days after being given written notice; - certain events in bankruptcy, insolvency or reorganization of Santa Fe Snyder; or - any other event of default included in any indenture or supplemental indenture. 7 11 An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under an indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal or interest, if it considers such withholding of notice to be in the best interests of the holders. If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of the series may declare the entire principal of all the debt securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the debt securities of that series can void the declaration. Other than its duties in case of a default, a trustee is not obligated to exercise any of its rights or powers under any indenture at the request, order or direction of any holders, unless the holders offer the trustee reasonable indemnity. If they provide this reasonable indemnification, the holders of a majority in principal amount of any series of debt securities may direct the time, method and place of conducting any proceeding or any remedy available to the trustee, or exercising any power conferred upon the trustee, for any series of debt securities. COVENANTS Under the indentures, we will: - pay the principal of, and interest and any premium on, the debt securities when due; - maintain a place of payment; - deliver a report to the trustee at the end of each fiscal year reviewing our obligations under the indentures; and - deposit sufficient funds with any paying agent on or before the due date for any principal, interest or premium. If the trusts issue trust preferred securities and Santa Fe Snyder issues subordinated debt securities to the trust or a trust in connection with the issuance of the trust preferred securities and (1) an event of default as defined herein has occurred, (2) Santa Fe Snyder is in default with respect to its payment of any obligations under the related trust guarantee or the guarantee of the trust common securities or (3) Santa Fe Snyder has given notice of its election to defer payments of interest on these subordinated debt securities by extending the interest payment period as provided in the indenture governing these subordinated debt securities, and this interest payment period, or any extension of this interest payment period, is continuing, Santa Fe Snyder will be subject to restrictions regarding - the declaration of payment of dividends on, and the making of guarantee payments with respect to, any of its capital stock; and - the making of any payment of interest, principal or premium, if any, on or the repayment, repurchase or redemption of debt securities including guarantees issued by Santa Fe Snyder which rank equally with or junior to these subordinated debt securities. These restrictions will be described in more detail in the prospectus supplement relating to these subordinated debt securities. If the trusts issue trust preferred securities and Santa Fe Snyder issues subordinated debt securities to the trust or a trustee in connection with the issuance of the trust preferred securities, for so long as the 8 12 trust preferred securities remain outstanding, Santa Fe Snyder will covenant in the declaration of the trusts, the related guarantees or the indenture governing these subordinated debt securities: - To directly or indirectly maintain 100% ownership of the common securities of each trust; provided, however, that any permitted successor under the indenture governing the subordinated debt securities may succeed to Santa Fe Snyder's ownership of the trust common securities; and - Not to voluntarily terminate, wind-up or liquidate either SFS Capital Trust I or SFS Capital Trust II, except in connection with -- the distribution of subordinated debt securities to the holders of trust preferred securities in liquidation of either trust; -- the redemption of all trust preferred securities of either trust; or -- mergers, consolidations or amalgamations permitted by the declaration of either trust. Santa Fe Snyder will also covenant to use its commercially reasonable efforts, consistent with the terms and provisions of the declaration of either trust, to cause each trust to remain classified as a grantor trust and not taxable as a corporation for U.S. federal income tax purposes. PAYMENT AND TRANSFER Santa Fe Snyder will pay principal, interest and any premium on fully registered securities at designated places. We will make payment by check mailed to the persons in whose names the debt securities are registered on days specified in the indentures or any prospectus supplement. If we make debt securities payments in other forms will be paid at a place designated by us and specified in a prospectus supplement. We will maintain a corporate trust office of the trustee or another office or agency for the purpose of transferring or exchanging fully registered securities, without the payment of any service charge except for any tax or governmental charge imposed in connection with that transfer or exchange. GLOBAL SECURITIES We may issue one or more series of the debt securities as permanent global debt securities deposited with a depositary. Unless otherwise indicated in the prospectus supplement, the following is a summary of the depository arrangements applicable to debt securities issued in permanent global form and for which The Depositary Trust Company acts as depositary. Each global debt security will be deposited with, or on behalf of, DTC, as depositary, or its nominee and registered in the name of a nominee of DTC. Except under the limited circumstances described below, global debt securities are not exchangeable for definitive certificated debt securities. Ownership of beneficial interests in a global debt security is limited to participants that have accounts with DTC or its nominee, or persons that may hold interests through those participants. In addition, ownership of beneficial interests by participants in a global debt security will be evidenced only by, and the transfer of that ownership interest will be effected only through, records maintained by DTC or its nominee for a global debt security. Ownership of beneficial interests in a global debt security by persons that hold through participants will be evidenced only by, and the transfer of that ownership interest within that participant will be effected only through, records maintained by that participant. DTC has no knowledge of the actual beneficial owners of the debt securities. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participants through which the beneficial owners entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global debt security. 9 13 We will make payment of principal of, and interest on, debt securities represented by a global debt security registered in the name of or held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global debt security representing those debt securities. DTC has advised us that upon receipt of any payment of principal of, or interest on, a global debt security, DTC will immediately credit accounts of participants on its book-entry registration and transfer system with payments in amounts proportionate to their respective beneficial interests in the principal amount of that global debt security as shown in the records of DTC. Payments by participants to owners of beneficial interests in a global debt security held through those participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the sole responsibility of those participants, subject to any statutory or regulatory requirements that may be in effect from time to time. Neither we, any trustee nor any of our respective agents, will be responsible for any aspect of the records of DTC, any nominee or any participant relating to, or payments made on account of, beneficial interests in a permanent global debt security or for maintaining, supervising or reviewing any of the records of DTC, any nominee or any participant relating to such beneficial interests. A global debt security is exchangeable for definitive debt securities registered in the name of, and a transfer of a global debt security may be registered to, any person other than DTC or its nominee, only if: - DTC notifies us that it is unwilling or unable to continue as depositary for that global debt security or at any time DTC ceases to be registered under the Exchange Act; - we determine in our discretion that the global debt security shall be exchangeable for definitive debt securities in registered form; or - there shall have occurred and be continuing an event of default or an event which, with notice or the lapse of time or both, would constitute an event of default under the debt securities. Any global debt security that is exchangeable pursuant to the preceding sentence will be exchangeable in whole for definitive debt securities in registered form, of like tenor and of an equal aggregate principal amount as the global debt security, in denominations specified in the applicable prospectus supplement, if other than $1,000 and integral multiples of $1,000. The definitive debt securities will be registered by the registrar in the name or names instructed by DTC. We expect that these instructions may be based upon directions received by DTC from its participants with respect to ownership of beneficial interests in the global debt security. Except as provided above, owners of the beneficial interests in a global debt security will not be entitled to receive physical delivery of debt securities in definitive form and will not be considered the holders of debt securities for any purpose under the indentures. No global debt security shall be exchangeable except for another global debt security of like denomination and tenor to be registered in the name of DTC or its nominee. Accordingly, each person owning a beneficial interest in a global debt security must rely on the procedures of DTC and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder under the global debt security or the indentures. We understand that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial interest in a global debt security desires to give or take any action that a holder is entitled to give or take under the debt securities or the indentures, DTC would authorize the participants holding the relevant beneficial interests to give or take that action, and those participants would authorize beneficial owners owning through those participants to give or take that action or would otherwise act upon the instructions of beneficial owners owning through them. DTC has advised us that DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. DTC was created 10 14 to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in those securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to DTC's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. DEFEASANCE We will be discharged from our obligations on the debt securities of any series at any time if we deposit with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the debt securities of the series. If this happens, the holders of the debt securities of the series will not be entitled to the benefits of the indenture except for registration of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities. Under Federal income tax law as of the date of this prospectus, a discharge may be treated as an exchange of the related debt securities. Each holder might be required to recognize gain or loss equal to the difference between the holder's cost or other tax basis for the debt securities and the value of the holder's interest in the trust. Holders might be required to include as income a different amount than would be includable without the discharge. Prospective investors should seek tax advice to determine their particular consequences of a discharge, including the applicability and effect of tax laws other than the Federal income tax law. MEETINGS Each indenture contains provisions describing how meetings of the holders of debt securities of a series may be convened. A meeting may be called at any time by the trustee, and also, upon request, by us or the holders of at least 10% in principal amount of the outstanding debt securities of a series. A notice of the meeting must always be given in the manner described under "-- Notices" below. Generally speaking, except for any consent that must be given by all holders of a series as described under "-- Modification of Indentures" above, any resolution presented at a meeting of the holders of a series of debt securities may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding debt securities of that series, unless the indenture allows the action to be voted upon to be taken with the approval of the holders of a different specific percentage of principal amount of outstanding debt securities of a series. In that case, the holders of outstanding debt securities of at least the specified percentage must vote in favor of the action. Any resolution passed or decision taken at any meeting of holders of debt securities of any series in accordance with the applicable indenture will be binding on all holders of debt securities of that series and any related coupons, unless, as discussed in "-- Modification of Indentures" above, the action is only effective against holders that have approved it. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be holders holding or representing a majority in principal amount of the outstanding debt securities of a series. GOVERNING LAW Each indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York. NOTICES Notices to holders of debt securities will be given by mail to the addresses of such holders as they appear in the security register. 11 15 DESCRIPTION OF EQUITY SECURITIES GENERAL As of the date of this prospectus, Santa Fe Snyder is authorized to issue up to 350,000,000 shares of capital stock, including up to 300,000,000 shares of common stock, par value $.01 per share, and up to 50,000,000 shares of preferred stock, par value $.01 per share. As of May 10, 1999, we had 170,958,620 shares of common stock and no shares of preferred stock outstanding. The number of shares of common stock outstanding does not give effect to adjustments for fractional shares resulting from the conversion of shares of common stock of Snyder Oil Corporation into Santa Fe Snyder shares in the merger of Snyder into Santa Fe Energy Resources. As of that date, we also had approximately 14,310,633 shares of common stock reserved for issuance upon exercise of options or in connection with other awards outstanding under various employee or director incentive, compensation and option plans. In addition, as of that date we had 3,000,000 shares of preferred stock authorized for issuance as Series A Junior Participating Preferred Stock under the rights agreement of Santa Fe Snyder. For a description of the rights agreement, see "-- Stockholder Rights Agreement" on page 14 of this prospectus. The following is a summary of the key terms and provisions of Santa FeSnyder's equity securities. You should refer to the applicable provisions of our Restated Certificate of Incorporation, Bylaws, the Delaware General Corporation Law and the documents we have incorporated by reference for a complete statement of the terms and rights of our capital stock. SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW Santa Fe Snyder is a Delaware corporation subject to Section 203 of the Delaware General Corporation Law (the DGCL). Generally, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless (1) prior to such date, either the business combination or such transaction which resulted in the stockholder becoming an interested stockholder is approved by the board of directors of the corporation, (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock, or (3) on or after such date, the business combination is approved by the board of directors of the corporation and by the affirmative vote at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. A "business combination" includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. An "interested stockholder" is a person who, together with affiliates and associates, owns, or, within three years, did own, 15% or more of the corporation's outstanding voting stock. LIMITATION ON CHANGES IN CONTROL Certain of the above provisions of Santa Fe Snyder's Restated Certificate of Incorporation and By-Laws and the provisions of Section 203 of the DGCL could have the effect of delaying, deferring or preventing a change in control of Santa Fe Snyder or the removal of existing management or deterring potential acquirors from making an offer to stockholders of Santa Fe Snyder. This could be the case notwithstanding that a majority of the stockholders might benefit from such a change in control or offer. In addition, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of common stock. PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS Santa Fe Snyder's Restated Certificate of Incorporation provides that stockholders may not act by written consent in lieu of a meeting. The Restated Certificate of Incorporation further provides that the 12 16 number of directors will not be fewer than three nor more than 15. It also provides for a classified board of directors, consisting of three classes as nearly equal in size as practicable. Each class holds office until the third annual stockholders' meeting for the election of directors after the annual meeting at which that class was elected. An amendment to the Restated Certificate of Incorporation relating to the composition and classification of the board of directors, an amendment of the Santa Fe Snyder bylaws, the issuance of rights to purchase Santa Fe Snyder capital stock and limitations on the liability of directors, requires the vote of at least 80% of the stockholders entitled to vote in an election of directors, voting together as a single class. COMMON STOCK The holders of common stock of Santa Fe Snyder are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Cumulative voting rights are denied. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably dividends as they may be declared by the board of directors of Santa Fe Snyder out of funds legally available for dividends. In the event of a liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any outstanding preferred stock. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities. The common stock is not redeemable or entitled to the benefits of any sinking fund. All of the outstanding shares of common stock are, the shares of common stock issued pursuant to the merger will be, and any additional common stock issued will be, duly authorized, validly issued, fully paid and nonassessable. First Chicago Trust Company of New York is the transfer agent and registrar for the common stock. Santa Fe Snyder's outstanding shares of common stock are listed on the New York Stock Exchange under the symbol "SFS". Any additional common stock issued will also be listed on the NYSE. PREFERRED STOCK Santa Fe Snyder may issue shares of preferred stock in one or more series. Santa Fe Snyder will determine the dividend, voting, conversion and other rights of the series being offered and the terms and conditions relating to its offering and sale at the time of the offer and sale. Santa Fe Snyder's board is authorized to designate any series of preferred stock and the powers, preferences and rights of the shares of such series and the qualifications, limitations or restrictions thereof without further action by the holders of the common stock. There are 3,000,000 shares designated as Series A Junior Participating Preferred Stock. As of May 10, 1999, there were no shares of Series A Junior Participating Preferred Stock outstanding. The particular terms of any series of preferred stock being offered by us under this shelf registration will be described in the applicable prospectus supplement relating to that series of preferred stock. Those terms may include: - the number of shares of the series of preferred stock being offered; - the title and liquidation preference per share of that series of the preferred stock; - the purchase price of the preferred stock; - the dividend rate or method for determining the dividend rate; - the dates on which dividends will be paid; - whether dividends on that series of preferred stock will be cumulative or non-cumulative and, if cumulative, the dates from which dividends shall commence to accumulate; - any redemption or sinking fund provisions applicable to that series of preferred stock; 13 17 - any conversion provisions applicable to that series of preferred stock; or - any additional dividend, liquidation, redemption, sinking fund and other rights and restrictions applicable to that series of preferred stock. You should also refer to the certificate of designations relating to the series of the preferred stock for the complete terms of that preferred stock. The certificate of designations for a particular series of preferred stock will be filed with the SEC promptly after the offering of that series of preferred stock. The preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise specified in the applicable prospectus supplement, in the event we liquidate, dissolve or wind up our business, each series of preferred stock will have the same rank as to dividends and distributions as each other series of the preferred stock we may issue in the future. The preferred stock will have no preemptive rights. First Chicago Trust Company of New York will be the transfer agent, registrar and dividend disbursement agent for the preferred stock. STOCKHOLDER RIGHTS AGREEMENT Santa Fe Snyder has entered into a stockholder rights agreement, as amended, with First Chicago Trust Company of New York as rights agent. Pursuant to the rights agreement, rights attach to each share of common stock outstanding and entitle the registered holder to purchase from Santa Fe Snyder one one- hundredth of a share of Series A Junior Participating Preferred Stock at a purchase price of $42, which is subject to adjustment as described in the rights agreement. Each share of common stock outstanding has one right attached to it. The rights will separate from the common stock upon the earlier of: - 10 business days following a public announcement that, subject to certain exceptions, a person or group of affiliated or associated persons, also referred to as an acquiring person, has acquired or obtained the right to acquire beneficial ownership of 15% or more of the outstanding shares of common stock, with the date of this event referred to as the stock acquisition date; or - 10 business days or a later date as may be fixed by the board of directors following the commencement of, or announcement of an intention to make, a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of the outstanding shares of common stock. The date of this event is referred to as the distribution date. Until the distribution date: - the rights will be evidenced by common stock certificates with a copy of a summary of the terms of the rights attached and will be transferred with and only with common stock certificates; - new common stock certificates will contain a notation incorporating the rights agreement by reference; and - the transfer of any certificates representing outstanding common stock will also constitute the transfer of the rights associated with common stock represented by the certificate. The rights will not be exercisable until the distribution date and will cease to be exercisable at the close of business on July 25, 1999, unless this date is extended or unless the rights are earlier redeemed or exchanged by Santa Fe Snyder, as described below. If Santa Fe Snyder is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earnings power are sold after a person or group has become a acquiring person, each holder of a right, other than rights beneficially owned by a acquiring person which will be void, will have the right to receive, upon the exercise of the right at the current exercise price of the right, that 14 18 number of shares of common stock of the acquiring person which at the time of such transaction will have a market value of two times the exercise price of the right. In the event that any person or group of affiliated or associated persons becomes a acquiring person, each holder of a right, other than rights beneficially owned by the acquiring person which will then be void, will have the right to receive upon exercise that number of shares of common stock having a market value of two times the exercise price of the right. In general, Santa Fe Snyder may redeem the rights in whole, but not in part, at any time until 10 days following the stock acquisition date, which period may be extended at any time while the rights are still redeemable, at a price of $.01 per right, payable in cash, common stock or other consideration deemed appropriate by the board. Immediately upon the action of the board ordering redemption of the rights, the rights will terminate and the only right of the holders of rights will be to receive the $.01 per right redemption price. Until a right is exercised, the holder of a right will have no rights as a stockholder of Santa Fe Snyder, including the right to vote or to receive dividends, due to his status as a holder of a right. Other than reducing the purchase price of the rights, any of the provisions of the rights agreement may be amended by the board prior to the distribution date, without the consent of the holders of the rights, to shorten or lengthen any time period or otherwise. After the distribution date, the provisions of the rights agreement may be amended by the board, without the consent of the holders of the rights, except that: - no amendment can be made to reduce the purchase price; - no amendment may adversely affect the interests of the holders of the rights; and - the redemption right cannot be reinstated. DESCRIPTION OF TRUST PREFERRED SECURITIES Each trust may issue in one or more offerings only one series of trust preferred securities having terms described in its respective prospectus supplement. The declaration of each trust authorizes the administrative trustees to issue on behalf of that trust one series of trust preferred securities. The declaration, as amended in connection with the sale of trust preferred securities, will be qualified as an indenture under the Trust Indenture Act. The trust preferred securities will have such terms, including distributions, redemption, voting, conversion, exchange, liquidation rights and such other preferred, deferred or other special rights or such restrictions as are set forth in the declaration or made part of the declaration by the Trust Indenture Act. You may refer to the prospectus supplement relating to the trust preferred securities of the trust for specific terms, including: - the distinctive designation of the trust preferred securities; - the number of trust preferred securities issued by each trust; - the annual distribution rate (or method of determining such rate) for trust preferred securities issued by the trust and the date or dates upon which the distributions are payable; - the date or dates or method of determining the date or dates from which distributions on trust preferred securities will be cumulative; - the amount or amounts that will be paid out of the assets of the trust to the holders of trust preferred securities upon voluntary or involuntary dissolution, winding-up or termination of the trust; - the obligation, if any, of the trust to purchase or redeem the trust preferred securities and the price or prices at which, the period or periods within which, and the terms and conditions upon which, 15 19 trust preferred securities will be purchased or redeemed, in whole or in part, pursuant to that obligation; - the voting rights, if any, of trust preferred securities in addition to those required by law, including the number of votes per trust preferred security and any requirement for the approval by the holders of trust preferred securities, as a condition to specified action or amendments to the declaration of the trust; - the terms and conditions, if any, upon which the assets of the trust may be distributed to holders of trust preferred securities; - provisions regarding convertibility or exchangeability of the trust preferred securities for capital stock or debt securities of Santa Fe Snyder; - if applicable, any securities exchange upon which the trust preferred securities will be listed; and - any other relevant rights, preferences, privileges, limitations or restrictions of trust preferred securities not inconsistent with the declaration of the trust or with applicable law. Santa Fe Snyder will guarantee all trust preferred securities offered to the limited extent set forth below under "Description of the Trust Preferred Securities Guarantees." Any U.S. federal income tax considerations applicable to any offering of trust preferred securities will be described in the applicable prospectus supplement. In connection with the issuance of trust preferred securities, each trust will issue one series of trust common securities. The declaration of each trust authorizes the administrative trustees of the trust to issue on behalf of the trust one series of trust common securities having such terms including distributions, redemption, voting, liquidation rights or such restrictions as will be set forth therein. The terms of the trust common securities issued by each trust will be substantially identical to the terms of the trust preferred securities issued by the trust. The trust common securities will rank equally, and payments will be made on the trust common securities pro rata, with the trust preferred securities. However, upon an event of default under the declaration, the rights of the holders of the trust common securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the trust preferred securities. Except in certain limited circumstances, the trust common securities will also carry the right to vote to appoint, remove or replace any of the trustees of a trust. All of the trust common securities of each trust will be directly or indirectly owned by Santa Fe Snyder. DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEES A summary of information concerning the trust guarantees which will be executed and delivered by Santa Fe Snyder from time to time for the benefit of the holders of the trust preferred securities is set forth below. Each trust guarantee will be qualified as an indenture under the Trust Indenture Act. The Bank of New York will act as the trust guarantee trustee, or indenture trustee, under each trust guarantee. The terms of each trust guarantee will be those set forth in that trust guarantee and those made part of that trust guarantee by the Trust Indenture Act. The following is a summary of the material terms and provisions of the trust preferred securities guarantees. You should refer to the provisions of the form of trust guarantee and the Trust Indenture Act. Santa Fe Snyder has filed the form of trust guarantee as an exhibit to the registration statement of which this prospectus is a part. Each trust guarantee will be held by the trust guarantee trustee for the benefit of the holders of the trust preferred securities of the applicable trust. GENERAL Under each trust guarantee, Santa Fe Snyder will irrevocably and unconditionally agree, to the extent set forth in each applicable trust guarantee, to pay the trust guarantee payments (as defined below) in full 16 20 to the holders of the trust preferred securities issued by a trust, to the extent not paid by or on behalf of the applicable trust, as and when due, regardless of any defense, right of set-off or counterclaim which the trust may have or assert. The following payments with respect to trust preferred securities of any trust to the extent not paid by the trust (the trust guarantee payments), will be subject to the related trust guarantee on: - any accrued and unpaid distributions required to be paid on the trust preferred securities, to the extent that trust will have funds legally and immediately available for payment; - the redemption price, including all accrued and unpaid distributions to the date of redemption, to the extent that trust has funds available therefor, with respect to any trust preferred securities called for redemption by that trust; and - upon dissolution, winding-up or termination of that trust (other than in connection with the distribution of the assets of that trust to the holders of trust preferred securities or the redemption of all of the trust preferred securities), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid distributions on the trust preferred securities to the date of payment, to the extent that trust has funds available therefor and (b) the amount of assets of that trust remaining available for distribution to holders of that trust preferred securities in liquidation of the trust. Santa Fe Snyder's obligation to make a trust guarantee payment may be satisfied by Santa Fe Snyder's direct payment of the required amounts to the holders of the applicable trust preferred securities or by causing the applicable trust to pay such amounts to such holders. Each trust guarantee will be a full and unconditional guarantee with respect to the applicable trust preferred securities, but will not apply to any payment of distributions when the applicable trust does not have funds legally and immediately available for such payment. If Santa Fe Snyder does not make interest payments on the subordinated debt securities purchased by a trust, the applicable trust will not pay distributions on the trust preferred securities issued by that trust and will not have funds available for such payment. See "Description of Debt Securities -- Covenants" included in this prospectus. Santa Fe Snyder has also agreed separately to irrevocably and unconditionally guarantee the obligations of the trusts with respect to the trust common securities (the trust common securities guarantees) to the same extent as the trust guarantees, except that upon an event of default under the subordinated indenture relating to the subordinated debt securities purchased by that trust, holders of trust preferred securities will have priority over holders of trust common securities with respect to distributions and payments on liquidation, redemption or otherwise. COVENANTS In each trust guarantee, Santa Fe Snyder will covenant that, so long as any trust preferred securities remain outstanding, if any event that would constitute an event of default under the trust guarantee or the declaration of the applicable trust occurs, then Santa Fe Snyder will not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make any liquidation payment with respect to, any of its capital stock with certain exceptions. The exceptions include (1) purchases or acquisitions of shares of Santa Fe Snyder common stock in connection with or of its obligations under any employee benefit plans or of its obligations pursuant to any contract or security requiring Santa Fe Snyder to purchase shares of Santa Fe Snyder common stock or, (2) the purchase of fractional interests in shares of Santa FeSnyder capital stock as a result of a reclassification of Santa Fe Snyder capital stock or the exchange or conversion of one class or series of Santa FeSnyder capital stock for another class or series of Santa Fe Snyder capital stock or make any guarantee payments with respect to the foregoing. Additionally, Santa Fe Snyder will not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities, including guarantees, issued by Santa Fe Snyder which rank equally with or junior to the subordinated debt securities. 17 21 MODIFICATION OF THE TRUST GUARANTEES; ASSIGNMENT Except with respect to any changes which do not adversely affect the rights of holders of trust preferred securities, in which case no vote will be required, each trust guarantee may be amended only with the prior approval of the holders of not less than a majority in liquidation amount of the outstanding trust preferred securities of the applicable trust. The manner of obtaining any such approval of holders of the trust preferred securities will be described in an accompanying prospectus supplement. All guarantees and agreements contained in a trust guarantee will bind the successors, assigns, receivers, trustees and representatives of Santa Fe Snyder and will inure to the benefit of the holders of the trust preferred securities of the applicable trust then outstanding. TERMINATION Each trust guarantee will terminate as to the trust preferred securities of the applicable trust upon the first to occur of: - full payment of the redemption price of all trust preferred securities of the applicable trust; - distribution of the assets of the trust to the holders of the trust preferred securities of the applicable trust; and - full payment of the amounts payable upon liquidation of the trust in accordance with the declaration of the trust. Each trust guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of trust preferred securities issued by the applicable trust must restore payment of any sums paid under the trust preferred securities or the trust guarantee. EVENTS OF DEFAULT An event of default under a trust guarantee will occur upon the failure of Santa Fe Snyder to perform any of its payment or other obligations under that trust guarantee. The holders of a majority in liquidation amount of the trust preferred securities to which the trust guarantee relates have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trust guarantee trustee in respect of the trust guarantee or to direct the exercise of any trust or power conferred upon the trust guarantee trustee under the trust preferred securities guarantee. If the trust guarantee trustee fails to enforce the trust guarantee, any holder of trust preferred securities relating to the trust guarantee may institute a legal proceeding directly against Santa Fe Snyder to enforce the trust guarantee trustee's rights under the trust guarantee, without first instituting a legal proceeding against the relevant trust, the trust guarantee trustee or any other person or entity. However, if Santa Fe Snyder has failed to make a guarantee payment, a holder of trust preferred securities may directly institute a proceeding against Santa FeSnyder for enforcement of the trust guarantee for such payment. Santa Fe Snyder waives any right or remedy to require that any action be brought first against the trust or any other person or entity before proceeding directly against Santa Fe Snyder. STATUS OF THE TRUST GUARANTEES The trust guarantees will constitute unsecured obligations of Santa FeSnyder and will rank - subordinate and junior in right of payment to all other liabilities of Santa Fe Snyder, except those obligations or liabilities made equal in priority or subordinate by their terms; - equally with the most senior preferred or preference stock that may be issued by Santa Fe Snyder and with any guarantee that may be entered into by Santa Fe Snyder in respect of any preferred or preference stock of any affiliate of Santa Fe Snyder; and - senior to the Santa Fe Snyder common stock. 18 22 The terms of the trust preferred securities provide that each holder of trust preferred securities of the applicable trust, by acceptance thereof, agrees to the subordination provisions and other terms of the trust guarantee relating to the applicable trust preferred securities. The trust guarantees will constitute a guarantee of payment and not of collection. Accordingly, the guaranteed party may institute a legal proceeding directly against the guarantor to enforce its rights under the trust guarantee without instituting a legal proceeding against any other person or entity. INFORMATION CONCERNING THE TRUST GUARANTEE TRUSTEE Prior to the occurrence of a default with respect to a trust guarantee and after the curing or waiving of all events of default with respect to that trust guarantee, the trust guarantee trustee undertakes to perform only those duties as are specifically set forth in that trust guarantee. In case an event of default has occurred and has not been cured or waived, the guarantee trustee will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to these provisions, the trust guarantee trustee is under no obligation to exercise any of the powers vested in it by a trust guarantee at the request of any holder of trust preferred securities, unless offered reasonable indemnity against the costs, expenses and liabilities which might be incurred thereby. Santa Fe Snyder and certain of its affiliates may, from time to time, maintain a banking relationship with the trust guarantee trustee. GOVERNING LAW The trust guarantees will be governed by, and construed in accordance with, the laws of the State of New York. RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE SUBORDINATED DEBT SECURITIES AND THE GUARANTEES As long as Santa Fe Snyder makes payments of interest and other payments when due on the subordinated debt securities, those payments will be sufficient to cover distributions and other payments due on the trust preferred securities, primarily because: - the aggregate principal amount of the subordinated debt securities will be equal to the sum of the aggregate stated liquidation preference of the trust securities; - the interest rate and interest and other payment dates of the subordinated debt securities will match the distribution rate and distribution and other payment dates for the trust preferred securities; - Santa Fe Snyder will pay for all and any costs, expenses and liabilities of the trusts except the trusts' obligations to holders of the trust preferred securities under the trust preferred securities of the trusts; and - the declaration of each trust further provides that the trust will not engage in any activity that is not consistent with the limited purposes of the trust. Payments of distributions and other amounts due on the trust preferred securities of a trust, to the extent the trust has funds available for the payment of such distributions, are irrevocably guaranteed by Santa Fe Snyder as and to the extent set forth under "Description of the Trust Preferred Securities Guarantees." Taken together, Santa Fe Snyder's obligations under the subordinated debt securities, the subordinated indenture, the declarations of the trusts and the trust guarantees provide a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of each of the trust's obligations under the trust preferred securities. If and to the extent that Santa Fe Snyder does not make payments on the 19 23 subordinated debt securities, the trusts will not pay distributions or other amounts due on the trust preferred securities. The trust guarantees do not cover payment of distributions when the applicable trust does not have sufficient funds to pay such distributions. In such event, the remedies of a holder of the trust preferred securities of the trust are described herein under "Description of the Trust Preferred Securities Guarantees -- Events of Default." The obligations of Santa Fe Snyder under the trust guarantees are unsecured and are subordinate and junior in right of payment to all other liabilities of Santa Fe Snyder. Notwithstanding anything to the contrary in the subordinated indenture and to the extent set forth in the subordinated indenture, Santa Fe Snyder has the right to set-off any payment it is otherwise required to make under the subordinated indenture with and to the extent Santa Fe Snyder has theretofore made, or is concurrently on the date of such payment making, a payment under a trust guarantee. A holder of trust preferred securities of a trust may institute a legal proceeding directly against Santa Fe Snyder to enforce its rights under the trust guarantee with respect to the trust without first instituting a legal proceeding against the trust guarantee trustee, the trust or any other person or entity. The trust preferred securities of a trust evidence a beneficial interest in the trust. The trusts exist for the sole purpose of issuing the trust securities and investing the proceeds of such issuance in subordinated debt securities. A principal difference between the rights of a holder of trust preferred securities and a holder of subordinated debt securities is that a holder of subordinated debt securities is entitled to receive from Santa Fe Snyder the principal amount of and interest accrued on subordinated debt securities held, while a holder of trust preferred securities is entitled to receive distributions from a trust, or from Santa Fe Snyder under the trust guarantee, if and to the extent the trust has funds available for the payment of such distributions. Upon any voluntary or involuntary termination, winding-up or liquidation of a trust involving the liquidation of the subordinated debt securities, the holders of the trust preferred securities of the trust will be entitled to receive, out of assets held by the trust and after satisfaction of liabilities to creditors of the trust as provided by applicable law, the liquidation distribution in cash. See "Description of Trust Preferred Securities." Upon any voluntary or involuntary liquidation or bankruptcy of Santa Fe Snyder, the property trustees of a trust, as holder of the subordinated debt securities of the trust, would be a subordinated creditor of Santa Fe Snyder, subordinated in right of payment to all senior debt of Santa Fe Snyder, but entitled to receive payment in full of principal and interest, before any stockholders of Santa Fe Snyder receive payments or distributions. Since Santa Fe Snyder is the guarantor under the trust guarantees and has agreed to pay for all costs, expenses and liabilities of the trusts other than the trusts' obligations to the holders of the trust preferred securities, the positions of a holder of trust preferred securities and a holder of subordinated debt securities relative to other creditors and to shareholders of Santa Fe Snyder in the event of liquidation or bankruptcy of Santa Fe Snyder would be substantially the same. A default or event of default under any senior debt of Santa Fe Snyder will not constitute a default or event of default under the subordinated indenture. However, in the event of payment defaults under, or acceleration of, senior debt of Santa Fe Snyder, the subordination provisions of the subordinated indenture provide that no payments may be made in respect of the subordinated debt securities until senior debt has been paid in full or any payment default thereunder has been cured or waived. Failure to make required payments on the subordinated debt securities would constitute an event of default under the subordinated indenture with respect thereto. LEGAL OPINIONS The legality of the securities will be passed upon for us by Andrews & Kurth L.L.P., Houston, Texas. If the securities are being distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the related prospectus supplement. 20 24 EXPERTS The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K/A of Santa Fe Energy Resources, Inc. for the year ended December 31, 1998, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements incorporated in this prospectus by reference to Snyder Oil Corporation's Annual Report on Form 10-K/A, for the year ended December 31, 1998, have been so incorporated in reliance on the report of Arthur Andersen LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 21 25 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions, are as follows: Securities and Exchange Commission Registration Fee......... $139,000 *Legal Fees and Expenses.................................... 50,000 *Accountants' Fees and Expenses............................. 100,000 *Trustee's Fees and Expenses................................ 10,000 *Printing and Engraving Expenses............................ 200,000 *Rating Agency Fees......................................... 10,000 *State Qualification Expenses (including legal fees)........ 4,000 *Miscellaneous.............................................. 7,000 -------- Total............................................. $520,000 ========
- --------------- * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF SANTA FE SNYDER CORPORATION. Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification provided by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has II-1 26 ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law or (4) for any transaction from which the director derived an improper personal benefit. Article NINTH of Santa Fe Snyder's Restated Certificate of Incorporation states that: "No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article NINTH shall not eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article NINTH shall apply to, or have any effect on, the liability or alleged liability of any director of the Corporation for or with respect to any facts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended." Article VI of Santa Fe Snyder's Bylaws further provides that Santa FeSnyder shall indemnify its officers, directors, employees and agents to the fullest extent permitted by law. Pursuant to such provision, Santa Fe Snyder has entered into agreements with various of its officers, directors and employees which provide for indemnification of such persons. In addition, Santa Fe Snyder and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which Santa Fe Snyder or such persons may be required to make in respect thereof. INDEMNIFICATION OF TRUSTEES OF SFS CAPITAL TRUST I AND SFS CAPITAL TRUST II The declaration of each trust, as amended and restated in connection with any offer and sale of preferred stock of the trust, will provide that no administrative trustee, or affiliate of any administrative trustee, or officer, director, shareholder, member, partner, employee, representative or agent of any administrative trustee or of any such affiliate, or employee or agent of the trust or its affiliates (each an indemnified person) shall be liable, responsible or accountable in damages or otherwise to the trust or any employee or agent of the trust or its affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such indemnified person in good faith on behalf of the trust and in a manner such indemnified person reasonably believed to be within the scope of the authority conferred on such indemnified person by such declaration, as amended, or by law, except that an indemnified person shall be liable for any such loss, damage or claim incurred by reason of such indemnified person's gross negligence or willful misconduct with respect to such act or omission. II-2 27 The declaration will also provide that to the fullest extent permitted by applicable law, Santa Fe Snyder shall indemnify and hold harmless each indemnified person from and against any loss, damage or claim incurred by such indemnified person by reason of any act or omission performed or omitted by such indemnified person in good faith on behalf of the trust and in a manner such indemnified person reasonably believed to be within the scope of authority conferred on such indemnified person by the declaration, except that no indemnified person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such indemnified person by reason of gross negligence or willful misconduct with respect to such act or omission. The declaration will further provide that, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by an indemnified person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by Santa Fe Snyder prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall be determined that the indemnified person is not entitled to be indemnified for the underlying cause of action as authorized by such declaration. ITEM 16. LIST OF EXHIBITS.
EXHIBIT DESCRIPTION ------- ----------- *1.1 -- Form of Debt Securities Underwriting Agreement. *1.2 -- Form of Equity Securities Underwriting Agreement. *1.3 -- Form of Trust Preferred Securities Underwriting Agreement. *4.1 -- Form of Senior Indenture (including form of Senior Debt Security). *4.2 -- Form of Subordinated Indenture (including form of Senior Subordinated Debt Security). **4.3 -- Certificate of Trust of SFS Capital Trust I. **4.4 -- Declaration of Trust of SFS Capital Trust I dated as of May 11, 1999. **4.5 -- Certificate of Trust of SFS Capital Trust II. **4.6 -- Declaration of Trust of SFS Capital Trust II dated as of May 11, 1999. *4.7 -- Form of Trust Preferred Securities Guarantee Agreement to be issued by Santa Fe Snyder (Agreements for SFS Capital Trust I and SFS Capital Trust II are substantially identical except for names and dates). 4.8 -- Restated Certificate of Incorporation of Santa Fe Snyder, as amended on May 5, 1999 (filed as Exhibit 3.1 to Santa Fe Snyder's Registration Statement on Form 8-A/A filed on May 11, 1999 and incorporated by reference herein). 4.9 -- Bylaws of Santa Fe Snyder, as amended September 1, 1998 and May 5, 1999 (filed as Exhibit 3.2 to Santa Fe Snyder's Registration Statement on Form 8-A/ A filed on May 11, 1999 and incorporated by reference herein). 4.10 -- Rights Agreement dated as of March 3, 1997, between Santa Fe and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 1 to Santa Fe's Registration Statement on Form 8-A filed February 28, 1997). 4.11 -- First Amendment to Rights Agreement dated May 5, 1999 between Santa Fe and First Chicago Trust of New York, as Rights Agent (filed as Exhibit 3.3 to Santa Fe Snyder's Registration Statement on Form 8-A/A filed on May 11, 1999 and incorporated by reference herein). 4.12 -- Form of Indenture dated as of May 25, 1994 and Form of Debenture relating to Santa Fe's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 4.1 of the Form S-3 registration statement of Santa Fe (File No. 33-52849)).
II-3 28
EXHIBIT DESCRIPTION ------- ----------- 4.13 -- First Supplemental Indenture, dated as of October 21 1996, between Santa Fe and State Street Bank and Trust Company, as Trustee, relating to Santa Fe's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 10.1 to Santa Fe's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). 4.14 -- Indenture dated as of June 10, 1997 between Snyder Oil Corporation and Texas Commerce Bank National Association relating to Snyder Oil Corporation's 8 3/4% Senior Subordinated Notes due 2007 (incorporated by reference from Exhibit 4.1 to Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997 (File No. 1-10509)). 4.15 -- First Supplemental Indenture dated as of June 10, 1997 to Indenture dated as of June 10, 1997 (incorporated by reference from Exhibit 4.2 to Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997 (File No. 1-10509)). 4.16 -- Second Supplemental Indenture dated as of June 10, 1997 to Indenture dated as of June 10, 1997 (incorporated by reference from Exhibit 4.3 to Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997 (File No. 1-10509)). *5.1 -- Opinion of Andrews & Kurth L.L.P. with respect to legality of the securities *5.2 -- Opinion of Potter Andersen & Corroon LLP as to the legality of the Trust Preferred Securities. *8.1 -- Opinion of Andrews & Kurth L.L.P. as to federal income tax matters. **12.1 -- Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements. 23.1 -- Consent of Andrews & Kurth L.L.P. (included as part of Exhibits 5.1 and 8.1). 23.2 -- Consent of Potter Andersen & Corroon LLP (included as part of Exhibit 5.2). **23.3 -- Consent of Arthur Andersen L.L.P. **23.4 -- Consent of PricewaterhouseCoopers LLP. 24.1 -- Power of Attorney of Directors and Officers of the Registrant (included on Registration Statement Signature Page). *25.1 -- Form T-1 Statement of Eligibility of Trustee for the Senior Debt Securities. *25.2 -- Form T-1 Statement of Eligibility of Trustee for the Subordinated Debt Securities.
- --------------- * To be filed as an exhibit to Santa Fe Snyder's Current Report on Form 8-K in connection with a specific offering. ** Filed herewith. ITEM 17. UNDERTAKINGS. The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not II-4 29 exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by Santa Fe Snyder pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of Santa Fe Snyder's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the Registrants pursuant to the provisions of Item 15. of this Registration Statement, or otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Santa Fe Snyder of expenses incurred or paid by a director, officer or controlling person of each of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy, as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-5 30 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 11, 1999. SANTA FE SNYDER CORPORATION By: /s/ JAMES L. PAYNE ---------------------------------- James L. Payne Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints James L. Payne, Mark A. Jackson and David L. Hicks, and each of them, his true and lawful attorney-in-fact and agent, with full powers of substitution, for him and in his name, place and stead, in any and all capacities, to sign and to file any and all amendments, including post-effective amendments, to this registration statement with the Securities and Exchange Commission granting to said attorney-in-fact power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN C. SNYDER Chairman of the Board and Director May 11, 1999 - ----------------------------------------------------- John C. Snyder /s/ JAMES L. PAYNE Chief Executive Officer and Director May 11, 1999 - ----------------------------------------------------- (Principal Executive Officer) James L. Payne /s/ MARK A. JACKSON Executive Vice President and Chief May 11, 1999 - ----------------------------------------------------- Financial Officer (Principal Mark A. Jackson Financial Officer) /s/ MICHAEL S. WILKES Vice President and Controller May 11, 1999 - ----------------------------------------------------- (Principal Accounting Officer) Michael S. Wilkes /s/ WILLIAM E. GREEHEY Director May 11, 1999 - ----------------------------------------------------- William E. Greehey /s/ JOHN A. HILL Director May 11, 1999 - ----------------------------------------------------- John A. Hill /s/ MELVYN N. KLEIN Director May 11, 1999 - ----------------------------------------------------- Melvyn N. Klein
II-6 31
SIGNATURE TITLE DATE --------- ----- ---- /s/ HAROLD R. LOGAN, JR. Director May 11, 1999 - ----------------------------------------------------- Harold R. Logan, Jr. /s/ ALLAN V. MARTINI Director May 11, 1999 - ----------------------------------------------------- Allan V. Martini /s/ JAMES E. MCCORMICK Director May 11, 1999 - ----------------------------------------------------- James E. McCormick /s/ REUBEN F. RICHARDS Director May 11, 1999 - ----------------------------------------------------- Reuben F. Richards /s/ EDWARD T. STORY Director May 11, 1999 - ----------------------------------------------------- Edward T. Story /s/ KATHRYN D. WRISTON Director May 11, 1999 - ----------------------------------------------------- Kathryn D. Wriston
II-7 32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, SFS Capital Trust I certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on May 11, 1999. SFS Capital Trust I By: Santa Fe Snyder Corporation, as Sponsor By: /s/ MARK A. JACKSON ---------------------------------- Mark A. Jackson Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, SFS Capital Trust II certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on May 11, 1999. SFS Capital Trust II By: Santa Fe Snyder Corporation, as Sponsor By: /s/ MARK A. JACKSON ---------------------------------- Mark A. Jackson Executive Vice President and Chief Financial Officer II-8 33 EXHIBIT INDEX
EXHIBIT DESCRIPTION ------- ----------- *1.1 -- Form of Debt Securities Underwriting Agreement. *1.2 -- Form of Equity Securities Underwriting Agreement. *1.3 -- Form of Trust Preferred Securities Underwriting Agreement. *4.1 -- Form of Senior Indenture (including form of Senior Debt Security). *4.2 -- Form of Subordinated Indenture (including form of Senior Subordinated Debt Security). **4.3 -- Certificate of Trust of SFS Capital Trust I. **4.4 -- Declaration of Trust of SFS Capital Trust I dated as of May 11, 1999. **4.5 -- Certificate of Trust of SFS Capital Trust II. **4.6 -- Declaration of Trust of SFS Capital Trust II dated as of May 11, 1999. *4.7 -- Form of Trust Preferred Securities Guarantee Agreement to be issued by Santa Fe Snyder (Agreements for SFS Capital Trust I and SFS Capital Trust II are substantially identical except for names and dates). 4.8 -- Restated Certificate of Incorporation of Santa Fe Snyder, as amended on May 5, 1999 (filed as Exhibit 3.1 to Santa Fe Snyder's Registration Statement on Form 8-A/A filed on May 11, 1999 and incorporated by reference herein). 4.9 -- Bylaws of Santa Fe Snyder, as amended September 1, 1998 and May 5, 1999 (filed as Exhibit 3.2 to Santa Fe Snyder's Registration Statement on Form 8-A/A filed on May 11, 1999 and incorporated by reference herein). 4.10 -- Rights Agreement dated as of March 3, 1997, between Santa Fe and First Chicago Trust Company of New York, as Rights Agent (incorporated by reference to Exhibit 1 to Santa Fe's Registration Statement on Form 8-A filed February 28, 1997). 4.11 -- Amendment No. 1 to Rights Agreement dated May 5, 1999 between Santa Fe and First Chicago Trust of New York, as Rights Agent (filed as Exhibit 3.3 to Santa Fe Snyder's Registration Statement on Form 8-A/A filed on May 11, 1999 and incorporated by reference herein). 4.12 -- Form of Indenture dated as of May 25, 1994 and Form of Debenture relating to Santa Fe's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 4.1 of the Form S-3 registration statement of Santa Fe (File No. 33-52849)). 4.13 -- First Supplemental Indenture, dated as of October 21 1996, between Santa Fe and State Street Bank and Trust Company, as Trustee, relating to Santa Fe's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 10.1 to Santa Fe's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). 4.14 -- Indenture dated as of June 10, 1997 between Snyder Oil Corporation and Texas Commerce Bank National Association relating to Snyder Oil Corporation's 8 3/4% Senior Subordinated Notes due 2007 (incorporated by reference from Exhibit 4.1 to Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997 (File No. 1-10509)). 4.15 -- First Supplemental Indenture dated as of June 10, 1997 to Indenture dated as of June 10, 1997 (incorporated by reference from Exhibit 4.2 to Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997 (File No. 1-10509)).
34
EXHIBIT DESCRIPTION ------- ----------- 4.16 -- Second Supplemental Indenture dated as of June 10, 1997 to Indenture dated as of June 10, 1997 (incorporated by reference from Exhibit 4.3 to Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997 (File No. 1-10509)). *5.1 -- Opinion of Andrews & Kurth L.L.P. with respect to legality of the securities. *5.2 -- Opinion of Potter Andersen & Corroon LLP as to the legality of the Trust Preferred Securities. *8.1 -- Opinion of Andrews & Kurth L.L.P. as to federal income tax matters. **12.1 -- Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements. 23.1 -- Consent of Andrews & Kurth L.L.P. (included as part of Exhibits 5.1 and 8.1). 23.2 -- Consent of Potter Andersen & Corroon LLP (included as part of Exhibit 5.2). **23.3 -- Consent of Arthur Andersen L.L.P. **23.4 -- Consent of PricewaterhouseCoopers LLP. 24.1 -- Power of Attorney of Directors and Officers of the Registrant (included on Registration Statement Signature Page). *25.1 -- Form T-1 Statement of Eligibility of Trustee for the Senior Debt Securities. *25.2 -- Form T-1 Statement of Eligibility of Trustee for the Subordinated Debt Securities.
- --------------- * To be filed as an exhibit to Santa Fe Snyder's Current Report on Form 8-K in connection with a specific offering. ** Filed herewith. EX-4.3 2 CERTIFICATE OF TRUST OF SFS CAPITAL TRUST I 1 EXHIBIT 4.3 CERTIFICATE OF TRUST OF SFS CAPITAL TRUST I This Certificate of Trust is being duly executed and filed on behalf of the business trust formed hereby by the undersigned, being the trustees of the Trust, to form a business trust pursuant to the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.). ARTICLE I The name of the business trust formed hereby is SFS Capital Trust I (the "Trust"). ARTICLE II The name and business address of the trustee of the Trust which has its principal place of business in the State of Delaware are as follows: The Bank of New York (Delaware) White Clay Center Route 273 Newark, Delaware 19711 ARTICLE III This Certificate of Trust shall become effective upon filing in the Office of the Secretary of State of Delaware. ARTICLE IV This Certificate of Trust may contain more than one counterpart of the signature page and this Certificate of Trust may be executed by the affixing of the signature of each of the trustees to one of such counterpart signature pages. All such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. 2 IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust as of this 11th day of May, 1999. THE BANK OF NEW YORK (DELAWARE) not in its individual capacity but solely as Delaware Trustee By: /s/ Fred Clark --------------------------------------- Name: Fred Clark Title: Authorized Signatory /s/ Mark A. Jackson ------------------------------------------ Name: Mark A. Jackson not in his individual capacity but solely as Trustee /s/ David L. Hicks ------------------------------------------ Name: David L. Hicks not in his individual capacity but solely as Trustee -2- EX-4.4 3 DECLARATION OF TRUST OF SFS CAPITAL TRUST I 1 EXHIBIT 4.4 TRUST AGREEMENT OF SFS CAPITAL TRUST I TRUST AGREEMENT ("Declaration") dated and effective as of May 11, 1999 by the Trustees (as defined herein), the Sponsor (as defined herein), and by the holders from time to time, of undivided beneficial interests in the Trust to be issued pursuant to this Declaration; WHEREAS, the Trustees and the Sponsor desire to establish SFS Capital Trust I (the "Trust") pursuant to the Delaware Business Trust Act for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain Subordinated Debt Securities of the Subordinated Debt Issuer; NOW, THEREFORE, it being the intention of the parties hereto that the Trust constitute a business trust under the Business Trust Act and that this Declaration constitute the governing instrument of such business trust. ARTICLE I DEFINITIONS Section 1.1 Definitions. Unless the context otherwise requires: (a) Capitalized terms used in this Declaration but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1; (b) a term defined anywhere in this Declaration has the same meaning throughout; (c) all references to "the Declaration" or "this Declaration" are to this Trust Agreement as modified, supplemented or amended from time to time; (d) all references in this Declaration to Articles and Sections are to Articles and Sections of this Declaration unless otherwise specified; and (e) a reference to the singular includes the plural and vice versa. 2 "Administrative Trustee" means any Trustee other than the Delaware Trustee. "Affiliate" has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder. "Business Day" means any day other than a day on which banking institutions in New York, New York are authorized or required by law to close. "Certificate of Trust" shall mean the certificate of trust to be filed pursuant to Section 3810 of the Business Trust Act. "Commission" means the Securities and Exchange Commission. "Common Security" means a security representing an undivided beneficial interest in the assets of the Trust having such rights and with terms as may be set out in this Declaration or in any amendment or restatement hereof. "Common Security Holder" means the Parent, as the owner of the Common Securities. "Company Indemnified Person" means (a) any Administrative Trustee; (b) any Affiliate of any Administrative Trustee; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrative Trustee; or (d) any employee or agent of the Trust or its Affiliates. "Covered Person" means (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust's Affiliates and (b) any holder of Securities. "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Sections 3801 et seq., as it may be amended from time to time, or any successor legislation. "Delaware Trustee" has the meaning set forth in Section 3.1. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time or any successor legislation. "Fiduciary Indemnified Person" has the meaning set forth in Section 4.3(b). "Indemnified Person" means a Company Indemnified Person or a Fiduciary Indemnified Person. -2- 3 "Indenture" means the indenture to be entered into between the Parent and the Subordinated Debt Trustee and any indenture supplemental thereto pursuant to which the Subordinated Debt Securities are to be issued or governed. "Offering Circular" has the meaning set forth in Section 2.6(b)(i). "Parent" means Santa Fe Snyder Corporation, a Delaware corporation or any successor entity in a merger, consolidation or similar reorganization. "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. "PORTAL" has the meaning set forth in Section 2.6(b)(iii). "Preferred Security" means a security representing an undivided beneficial interest in the assets of the Trust with such terms as may be set out in this Declaration or in any amendment or restatement hereof. "Preferred Security Holders" means the persons acquiring Preferred Securities and holding the same, from time to time. "Purchase Agreement" means the Purchase Agreement by and among the Parent, the Trust, and Salomon Smith Barney Inc. as representative of the several Purchasers (as defined therein). "Securities" means the Common Securities and the Preferred Securities. "Securities Act" means the Securities Act of 1933, as amended from time to time, or any successor legislation. "Sponsor" means the Parent in its capacity as sponsor of the Trust. "Subordinated Debt Issuer" means the Parent in its capacity as the issuer of the Subordinated Debt Securities under the Indenture. "Subordinated Debt Securities" means the Subordinated Debt Securities to be issued by the Subordinated Debt Issuer and acquired by the Trust. "Subordinated Debt Trustee" means The Bank of New York, as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee. -3- 4 "Trustee" or "Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder. ARTICLE II ORGANIZATION Section 2.1 Name. The Trust created by this Declaration is named "SFS Capital Trust I." The Trust's activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrative Trustees. Section 2.2 Office. The address of the principal office of the Trust is 1616 South Voss Road, Houston, Texas 77057. At any time, the Administrative Trustees may designate another principal office of the Trust. Section 2.3 Purpose. The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such sale to acquire the Subordinated Debt Securities, (b) to distribute the Trust's income as provided in this Declaration or any amendment or restatement hereof and (c) except as otherwise limited herein, to engage in only those other activities necessary, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. Section 2.4 Declaration and Authority. (a) The Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration. The Sponsor hereby contributes the sum of $10 to be held by the Trustees hereunder and to which all other assets of the Trust, from time to time, shall be added. (b) Subject to the limitations provided in this Declaration, the Administrative Trustees shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by the Administrative Trustees in accordance with their powers shall constitute the act -4- 5 of and serve to bind the Trust. In dealing with the Administrative Trustees acting on behalf of the Trust, no person shall be required to inquire into the authority of the Administrative Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Administrative Trustees as set forth in this Declaration. Section 2.5 Title to Property of the Trust. Legal title to all assets of the Trust shall be vested in the Trust. Section 2.6 Powers of the Trustees. The Administrative Trustees shall have the exclusive power and authority to cause the Trust to engage in the following activities: (a) to issue and sell the Preferred Securities and the Common Securities in accordance with this Declaration; provided, however, that the Trust may issue no more than one series of Preferred Securities and no more than one series of Common Securities, and, provided, further, that there shall be no interests in the Trust other the Securities and the issuance of the Securities shall be limited to the simultaneous issuance of both Preferred and Common Securities on the date the Preferred Securities are initially sold and any other date Preferred Securities and Common Securities are sold pursuant to any over-allotment option granted by the Trust under the Purchase Agreement; (b) in connection with the issuance and sale of the Preferred Securities, at the direction of the Sponsor, to: (i) permit the use of an offering circular (the "Offering Circular") in preliminary and final form prepared by the Sponsor, in relation to the offering and sale of Preferred Securities to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and to execute and file with the Commission, at such time as determined by the Sponsor, a registration statement filed on Form S-3 prepared by the Sponsor, including any amendments thereto in relation to the Preferred Securities; (ii) execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary in order to qualify or register all or part of the Preferred Securities in any State in which the Sponsor has determined to qualify or register such Preferred Securities for sale; (iii) execute and file an application, prepared by the Sponsor, to the Private Offerings, Resale and Trading through Automated Linkages ("PORTAL") market and, at such time as determined by the Sponsor to the New York Stock Exchange or any other -5- 6 national stock exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities; (iv) execute and enter into the Purchase Agreement and pricing agreement providing for the sale of the Preferred Securities; (c) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and provide for reasonable compensation for such services; (d) to incur expenses which are necessary or incidental to carry out any of the purposes of this Declaration; and (e) to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing. Section 2.7 Filing of Certificate of Trust. On the date of execution of this Declaration, the Trustees shall cause the filing of the Certificate of Trust for the Trust in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware. Section 2.8 Duration of Trust. The Trust, absent termination pursuant to the provisions of Section 5.2, shall have existence for forty-five (45) years from the date hereof. Section 2.9 Responsibilities of the Sponsor. In connection with the issuance and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Administrative Trustee on behalf of Trust with the Commission a registration statement on Form S-3 in relation to the Preferred Securities, including any amendments thereto; (b) to determine the States in which to take appropriate action to qualify or register for sale of all or part of the Preferred Securities or the Common Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; -6- 7 (c) to prepare for filing by the Trust an application to PORTAL for listing upon notice of issuance of any Preferred Securities; (d) negotiate the terms of the Purchase Agreement providing for the sale of the Preferred Securities. Section 2.10 Declaration Binding on Securities Holders. Every Person by virtue of having become a holder of a Security or any interest therein in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration. ARTICLE III TRUSTEES Section 3.1 Trustees. The number of Trustees initially shall be three (3), and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor. The Sponsor is entitled to appoint or remove without cause any Trustee at any time; provided, however, that the number of Trustees shall in no event be less than two (2); provided, however, that one Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or that, if not a natural person, is an entity which has its principal place of business in the State of Delaware (the "Delaware Trustee"); provided further that there shall be at least one trustee who is an employee or officer of, or is affiliated with the Parent (an "Administrative Trustee"). Section 3.2 Administrative Trustees. The initial Administrative Trustees shall be: Mark A. Jackson David L. Hicks (a) Except as expressly set forth in this Declaration, any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee. (b) Unless otherwise determined by the Administrative Trustees, and except as otherwise required by the Delaware Business Trust Act, any Administrative Trustee is authorized to execute on behalf of the Trust any documents which the Administrative Trustees have the power and authority to cause the Trust to execute pursuant to Section 2.6 provided, that, the registration -7- 8 statement referred to in Section 2.6(b)(i), including any amendments thereto, shall be signed by either one of the Administrative Trustees; and (c) an Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purposes of signing any documents which the Administrative Trustees have power and authority to cause the Trust to execute pursuant to Section 2.6. Section 3.3 Delaware Trustee. The initial Delaware Trustee shall be: The Bank of New York (Delaware) White Clay Center Route 273 Newark, Delaware 19711 Notwithstanding any other provision of this Declaration, the Delaware Trustee shall not be entitled to exercise any of the powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Administrative Trustees described in this Declaration. The Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of section 3807 of the Delaware Business Trust Act. Notwithstanding anything herein to the contrary, the Delaware Trustee shall not be liable for the acts or omissions to act of the Trust or of the Administrative Trustees except such acts as the Delaware Trustee is expressly obligated or authorized to undertake under this Declaration or the Delaware Business Trust Act and except for the gross negligence or willful misconduct of the Delaware Trustee. Section 3.4 Not Responsible for Recitals or Sufficiency of Declaration. The recitals contained in this Declaration shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration. Section 3.5 Compensation of Trustees. The Sponsor agrees: (a) to pay the Trustees from time to time reasonable compensation for all services rendered by them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); -8- 9 (b) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (c) To the fullest extent possible the parties intend that Section 3561 of Title 12 of the Delaware Code shall not apply to the Trust and that compensation paid pursuant to Section 3.5(a) not be subject to review by any court under Section 3560 of Title 12 of the Delaware Code. ARTICLE IV LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS Section 4.1 Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct with respect to such acts or omissions; and (b) an Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to holders of Securities might properly be paid. Section 4.2 Fiduciary Duty. (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an -9- 10 Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person; (b) unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise; and (c) whenever in this Declaration an Indemnified Person is permitted or required to make a decision: (i) in its "discretion" or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or (ii) in its "good faith" or another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law. Section 4.3 Indemnification. The Sponsor agrees, to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer, director, shareholder, employee, representative or agent of any Trustee, and (iv) any employee or agent of the Trust or its Affiliates, (referred to herein as an "Indemnified Person") from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or termination of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person -10- 11 shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence or willful misconduct with respect to such acts or omissions. Section 4.4 Outside Businesses. Any Covered Person, the Sponsor and the Delaware Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the holders of Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor or the Delaware Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor and the Delaware Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or opportunity. Any Covered Person and the Delaware Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor or may act as depositary for, trustee or agent for or may act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. ARTICLE V AMENDMENTS, TERMINATION, MISCELLANEOUS Section 5.1 Amendments. At any time before the issuance of any Securities, this Declaration may be amended or restated by, and only by, a written instrument executed by all of the Administrative Trustees and the Sponsor, provided, however, that no such amendment shall modify the duties of the Delaware Trustee without the execution of such Delaware Trustee of such amendment or restatement, as the case may be. Section 5.2 Termination of Trust. (a) The Trust shall terminate and be of no further force or effect: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a Certificate of Dissolution or its equivalent with respect to the Sponsor or the failure of the Sponsor to revive its Charter within ten (10) days following the revocation of the Sponsor's charter or of the Trust's Certificate of Trust; -11- 12 (iii) upon the entry of a decree of judicial dissolution of the Sponsor, or the Trust; (iv) before the issuance of any Securities, with the consent of all of the Administrative Trustees and the Sponsor; and (b) as soon an is practicable after the occurrence of an event referred to in Section 5.2(a), the Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware. Section 5.3 Governing Law. This Declaration and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. The provisions of Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust. Section 5.4 Headings. Headings contained in this Declaration are inserted for convenience of reference and do not affect the interpretation of this Declaration or any provision hereof. Section 5.5 Successors and Assigns. Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed. Section 5.6 Partial Enforceability. If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. Section 5.7 Counterparts. This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. -12- 13 IN WITNESS WHEREOF, the undersigned has caused these present to be executed as of the day and year above written. THE BANK OF NEW YORK (DELAWARE), not in its individual capacity, but solely as Delaware Trustee By: /s/ FRED CLARK -------------------------------------------- Name: Fred Clark Title: Authorized Signatory /s/ MARK A. JACKSON ----------------------------------------------, Mark A. Jackson, not in his individual capacity, but solely as Administrative Trustee /s/ DAVID L. HICKS ----------------------------------------------, David L. Hicks, not in his individual capacity, but solely as Administrative Trustee SANTA FE SNYDER CORPORATION, as Sponsor By: /s/ DAVID L. HICKS -------------------------------------------- Name: David L. Hicks Title: Vice President-Law and General Counsel -13- EX-4.5 4 CERTIFICATE OF TRUST OF SFS CAPITAL TRUST II 1 EXHIBIT 4.5 CERTIFICATE OF TRUST OF SFS CAPITAL TRUST II This Certificate of Trust is being duly executed and filed on behalf of the business trust formed hereby by the undersigned, being the trustees of the Trust, to form a business trust pursuant to the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.). ARTICLE I The name of the business trust formed hereby is SFS Capital Trust II (the "Trust"). ARTICLE II The name and business address of the trustee of the Trust which has its principal place of business in the State of Delaware are as follows: The Bank of New York (Delaware) White Clay Center Route 273 Newark, Delaware 19711 ARTICLE III This Certificate of Trust shall become effective upon filing in the Office of the Secretary of State of Delaware. ARTICLE IV This Certificate of Trust may contain more than one counterpart of the signature page and this Certificate of Trust may be executed by the affixing of the signature of each of the trustees to one of such counterpart signature pages. All such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. 2 IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust as of this 11th day of May, 1999. THE BANK OF NEW YORK (DELAWARE) not in its individual capacity but solely as Delaware Trustee By: /s/ FRED CLARK ----------------------------------------- Name: Fred Clark Title: Authorized Signatory /s/ MARK A. JACKSON -------------------------------------------- Name: Mark A. Jackson not in his individual capacity but solely as Trustee /s/ DAVID L. HICKS -------------------------------------------- Name: David L. Hicks not in his individual capacity but solely as Trustee -2- EX-4.6 5 DECLARATION OF TRUST OF SFS CAPITAL TRUST II 1 EXHIBIT 4.6 TRUST AGREEMENT OF SFS CAPITAL TRUST II TRUST AGREEMENT ("Declaration") dated and effective as of May 11, 1999 by the Trustees (as defined herein), the Sponsor (as defined herein), and by the holders from time to time, of undivided beneficial interests in the Trust to be issued pursuant to this Declaration; WHEREAS, the Trustees and the Sponsor desire to establish SFS Capital Trust II (the "Trust") pursuant to the Delaware Business Trust Act for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in certain Subordinated Debt Securities of the Subordinated Debt Issuer; NOW, THEREFORE, it being the intention of the parties hereto that the Trust constitute a business trust under the Business Trust Act and that this Declaration constitute the governing instrument of such business trust. ARTICLE I DEFINITIONS Section 1.1 Definitions. Unless the context otherwise requires: (a) Capitalized terms used in this Declaration but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1; (b) a term defined anywhere in this Declaration has the same meaning throughout; (c) all references to "the Declaration" or "this Declaration" are to this Trust Agreement as modified, supplemented or amended from time to time; (d) all references in this Declaration to Articles and Sections are to Articles and Sections of this Declaration unless otherwise specified; and (e) a reference to the singular includes the plural and vice versa. 2 "Administrative Trustee" means any Trustee other than the Delaware Trustee. "Affiliate" has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder. "Business Day" means any day other than a day on which banking institutions in New York, New York are authorized or required by law to close. "Certificate of Trust" shall mean the certificate of trust to be filed pursuant to Section 3810 of the Business Trust Act. "Commission" means the Securities and Exchange Commission. "Common Security" means a security representing an undivided beneficial interest in the assets of the Trust having such rights and with terms as may be set out in this Declaration or in any amendment or restatement hereof. "Common Security Holder" means the Parent, as the owner of the Common Securities. "Company Indemnified Person" means (a) any Administrative Trustee; (b) any Affiliate of any Administrative Trustee; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrative Trustee; or (d) any employee or agent of the Trust or its Affiliates. "Covered Person" means (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust's Affiliates and (b) any holder of Securities. "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Sections 3801 et seq., as it may be amended from time to time, or any successor legislation. "Delaware Trustee" has the meaning set forth in Section 3.1. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time or any successor legislation. "Fiduciary Indemnified Person" has the meaning set forth in Section 4.3(b). "Indemnified Person" means a Company Indemnified Person or a Fiduciary Indemnified Person. -2- 3 "Indenture" means the indenture to be entered into between the Parent and the Subordinated Debt Trustee and any indenture supplemental thereto pursuant to which the Subordinated Debt Securities are to be issued or governed. "Offering Circular" has the meaning set forth in Section 2.6(b)(i). "Parent" means Santa Fe Snyder Corporation, a Delaware corporation or any successor entity in a merger, consolidation or similar reorganization. "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. "PORTAL" has the meaning set forth in Section 2.6(b)(iii). "Preferred Security" means a security representing an undivided beneficial interest in the assets of the Trust with such terms as may be set out in this Declaration or in any amendment or restatement hereof. "Preferred Security Holders" means the persons acquiring Preferred Securities and holding the same, from time to time. "Purchase Agreement" means the Purchase Agreement by and among the Parent, the Trust, and Salomon Smith Barney Inc. as representative of the several Purchasers (as defined therein). "Securities" means the Common Securities and the Preferred Securities. "Securities Act" means the Securities Act of 1933, as amended from time to time, or any successor legislation. "Sponsor" means the Parent in its capacity as sponsor of the Trust. "Subordinated Debt Issuer" means the Parent in its capacity as the issuer of the Subordinated Debt Securities under the Indenture. "Subordinated Debt Securities" means the Subordinated Debt Securities to be issued by the Subordinated Debt Issuer and acquired by the Trust. "Subordinated Debt Trustee" means The Bank of New York, as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee. -3- 4 "Trustee" or "Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder. ARTICLE II ORGANIZATION Section 2.1 Name. The Trust created by this Declaration is named "SFS Capital Trust II." The Trust's activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrative Trustees. Section 2.2 Office. The address of the principal office of the Trust is 1616 South Voss Road, Houston, Texas 77057. At any time, the Administrative Trustees may designate another principal office of the Trust. Section 2.3 Purpose. The exclusive purposes and functions of the Trust are (a) to issue and sell Securities and use the proceeds from such sale to acquire the Subordinated Debt Securities, (b) to distribute the Trust's income as provided in this Declaration or any amendment or restatement hereof and (c) except as otherwise limited herein, to engage in only those other activities necessary, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. Section 2.4 Declaration and Authority. (a) The Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration. The Sponsor hereby contributes the sum of $10 to be held by the Trustees hereunder and to which all other assets of the Trust, from time to time, shall be added. (b) Subject to the limitations provided in this Declaration, the Administrative Trustees shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by the Administrative Trustees in accordance with their powers shall constitute the act -4- 5 of and serve to bind the Trust. In dealing with the Administrative Trustees acting on behalf of the Trust, no person shall be required to inquire into the authority of the Administrative Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Administrative Trustees as set forth in this Declaration. Section 2.5 Title to Property of the Trust. Legal title to all assets of the Trust shall be vested in the Trust. Section 2.6 Powers of the Trustees. The Administrative Trustees shall have the exclusive power and authority to cause the Trust to engage in the following activities: (a) to issue and sell the Preferred Securities and the Common Securities in accordance with this Declaration; provided, however, that the Trust may issue no more than one series of Preferred Securities and no more than one series of Common Securities, and, provided, further, that there shall be no interests in the Trust other the Securities and the issuance of the Securities shall be limited to the simultaneous issuance of both Preferred and Common Securities on the date the Preferred Securities are initially sold and any other date Preferred Securities and Common Securities are sold pursuant to any over-allotment option granted by the Trust under the Purchase Agreement; (b) in connection with the issuance and sale of the Preferred Securities, at the direction of the Sponsor, to: (i) permit the use of an offering circular (the "Offering Circular") in preliminary and final form prepared by the Sponsor, in relation to the offering and sale of Preferred Securities to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and to execute and file with the Commission, at such time as determined by the Sponsor, a registration statement filed on Form S-3 prepared by the Sponsor, including any amendments thereto in relation to the Preferred Securities; (ii) execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary in order to qualify or register all or part of the Preferred Securities in any State in which the Sponsor has determined to qualify or register such Preferred Securities for sale; (iii) execute and file an application, prepared by the Sponsor, to the Private Offerings, Resale and Trading through Automated Linkages ("PORTAL") market and, at such time as determined by the Sponsor to the New York Stock Exchange or any other -5- 6 national stock exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities; (iv) execute and enter into the Purchase Agreement and pricing agreement providing for the sale of the Preferred Securities; (c) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and provide for reasonable compensation for such services; (d) to incur expenses which are necessary or incidental to carry out any of the purposes of this Declaration; and (e) to execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing. Section 2.7 Filing of Certificate of Trust. On the date of execution of this Declaration, the Trustees shall cause the filing of the Certificate of Trust for the Trust in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware. Section 2.8 Duration of Trust. The Trust, absent termination pursuant to the provisions of Section 5.2, shall have existence for forty-five (45) years from the date hereof. Section 2.9 Responsibilities of the Sponsor. In connection with the issuance and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Administrative Trustee on behalf of Trust with the Commission a registration statement on Form S-3 in relation to the Preferred Securities, including any amendments thereto; (b) to determine the States in which to take appropriate action to qualify or register for sale of all or part of the Preferred Securities or the Common Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; -6- 7 (c) to prepare for filing by the Trust an application to PORTAL for listing upon notice of issuance of any Preferred Securities; (d) negotiate the terms of the Purchase Agreement providing for the sale of the Preferred Securities. Section 2.10 Declaration Binding on Securities Holders. Every Person by virtue of having become a holder of a Security or any interest therein in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration. ARTICLE III TRUSTEES Section 3.1 Trustees. The number of Trustees initially shall be three (3), and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor. The Sponsor is entitled to appoint or remove without cause any Trustee at any time; provided, however, that the number of Trustees shall in no event be less than two (2); provided, however, that one Trustee, in the case of a natural person, shall be a person who is a resident of the State of Delaware or that, if not a natural person, is an entity which has its principal place of business in the State of Delaware (the "Delaware Trustee"); provided further that there shall be at least one trustee who is an employee or officer of, or is affiliated with the Parent (an "Administrative Trustee"). Section 3.2 Administrative Trustees. The initial Administrative Trustees shall be: Mark A. Jackson David L. Hicks (a) Except as expressly set forth in this Declaration, any power of the Administrative Trustees may be exercised by, or with the consent of, any one such Administrative Trustee. (b) Unless otherwise determined by the Administrative Trustees, and except as otherwise required by the Delaware Business Trust Act, any Administrative Trustee is authorized to execute on behalf of the Trust any documents which the Administrative Trustees have the power and authority to cause the Trust to execute pursuant to Section 2.6 provided, that, the registration -7- 8 statement referred to in Section 2.6(b)(i), including any amendments thereto, shall be signed by either one of the Administrative Trustees; and (c) an Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purposes of signing any documents which the Administrative Trustees have power and authority to cause the Trust to execute pursuant to Section 2.6. Section 3.3 Delaware Trustee. The initial Delaware Trustee shall be: The Bank of New York (Delaware) White Clay Center Route 273 Newark, Delaware 19711 Notwithstanding any other provision of this Declaration, the Delaware Trustee shall not be entitled to exercise any of the powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Administrative Trustees described in this Declaration. The Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. Notwithstanding anything herein to the contrary, the Delaware Trustee shall not be liable for the acts or omissions to act of the Trust or of the Administrative Trustees except such acts as the Delaware Trustee is expressly obligated or authorized to undertake under this Declaration or the Delaware Business Trust Act and except for the gross negligence or willful misconduct of the Delaware Trustee. Section 3.4 Not Responsible for Recitals or Sufficiency of Declaration. The recitals contained in this Declaration shall be taken as the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration. Section 3.5 Compensation of Trustees. The Sponsor agrees: (a) to pay the Trustees from time to time reasonable compensation for all services rendered by them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); -8- 9 (b) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (c) To the fullest extent possible the parties intend that Section 3561 of Title 12 of the Delaware Code shall not apply to the Trust and that compensation paid pursuant to Section 3.5(a) not be subject to review by any court under Section 3560 of Title 12 of the Delaware Code. ARTICLE IV LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS Section 4.1 Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct with respect to such acts or omissions; and (b) an Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to holders of Securities might properly be paid. Section 4.2 Fiduciary Duty. (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an -9- 10 Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person; (b) unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise; and (c) whenever in this Declaration an Indemnified Person is permitted or required to make a decision: (i) in its "discretion" or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or (ii) in its "good faith" or another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Declaration or by applicable law. Section 4.3 Indemnification. The Sponsor agrees, to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer, director, shareholder, employee, representative or agent of any Trustee, and (iv) any employee or agent of the Trust or its Affiliates, (referred to herein as an "Indemnified Person") from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or termination of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person -10- 11 shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence or willful misconduct with respect to such acts or omissions. Section 4.4 Outside Businesses. Any Covered Person, the Sponsor and the Delaware Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the holders of Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor or the Delaware Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor and the Delaware Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or opportunity. Any Covered Person and the Delaware Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor or may act as depositary for, trustee or agent for or may act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. ARTICLE V AMENDMENTS, TERMINATION, MISCELLANEOUS Section 5.1 Amendments. At any time before the issuance of any Securities, this Declaration may be amended or restated by, and only by, a written instrument executed by all of the Administrative Trustees and the Sponsor, provided, however, that no such amendment shall modify the duties of the Delaware Trustee without the execution of such Delaware Trustee of such amendment or restatement, as the case may be. Section 5.2 Termination of Trust. (a) The Trust shall terminate and be of no further force or effect: (i) upon the bankruptcy of the Sponsor; (ii) upon the filing of a Certificate of Dissolution or its equivalent with respect to the Sponsor or the failure of the Sponsor to revive its Charter within ten (10) days following the revocation of the Sponsor's charter or of the Trust's Certificate of Trust; -11- 12 (iii) upon the entry of a decree of judicial dissolution of the Sponsor, or the Trust; (iv) before the issuance of any Securities, with the consent of all of the Administrative Trustees and the Sponsor; and (b) as soon an is practicable after the occurrence of an event referred to in Section 5.2(a), the Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware. Section 5.3 Governing Law. This Declaration and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. The provisions of Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust. Section 5.4 Headings. Headings contained in this Declaration are inserted for convenience of reference and do not affect the interpretation of this Declaration or any provision hereof. Section 5.5 Successors and Assigns. Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether so expressed. Section 5.6 Partial Enforceability. If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. Section 5.7 Counterparts. This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. -12- 13 IN WITNESS WHEREOF, the undersigned has caused these present to be executed as of the day and year above written. THE BANK OF NEW YORK (DELAWARE), not in its individual capacity, but solely as Delaware Trustee By: /s/ Fred Clark -------------------------------------------- Name: Fred Clark Title: Authorized Signatory /s/ Mark A. Jackson , ---------------------------------------------- Mark A. Jackson, not in his individual capacity, but solely as Administrative Trustee /s/ David L. Hicks , ---------------------------------------------- David L. Hicks, not in his individual capacity, but solely as Administrative Trustee SANTA FE SNYDER CORPORATION, as Sponsor By: /s/ David L. Hicks -------------------------------------------- Name: David L. Hicks Title: Vice President - Law and General Counsel -13- EX-12.1 6 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12.1 SANTA FE ENERGY RESOURCES, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ------------------- ------------------------------------------------ 1999 1998 1998 1997 1996 1995 1994 ------- ------ -------- ------- -------- ------- ------- (IN MILLIONS, EXCEPT AS NOTED) Income (Loss) from Continuing Operations Before Income Taxes and Minority Interest $ (17.3) $ (5.2) $ (162.9) $ 95.6 $ 48.8 $ 36.3 $ 23.1 Minority interest in majority owned subsidiary -- -- -- (4.7) (1.3) -- -- Interest Expense 5.5 2.1 14.8 17.1 32.4 26.7 23.9 Amortization of Capitalized Interest 0.6 0.6 2.8 2.8 6.3 6.0 2.7 ------- ------ -------- ------- -------- -------- ------- Earnings (Loss) Available for Fixed Charges $ (11.2) $ (2.5) $ (145.3) $ 110.8 $ 86.2 $ 69.0 $ 49.7 ------- ------ -------- ------- -------- -------- ------- Fixed Charges Interest Costs (a) $ 6.8 $ 3.8 $ 22.0 $ 23.8 $ 37.6 $ 32.5 $ 27.5 Preferred Stock Dividend Requirement -- -- -- 19.3 61.3 20.3 15.8 ------- ------ -------- ------- -------- -------- ------- Combined Fixed Charges and Preferred Stock Dividends $ 6.8 $ 3.8 $ 22.0 $ 43.1 $ 98.9 $ 52.8 $ 43.3 ======= ====== ======== ======= ======== ======= ======= Ratio of Earnings (Loss) Available for Fixed Charges to Fixed Charges N/A N/A N/A 4.7 2.3 2.1 1.8 Amount by Which Fixed Charges Exceed Earnings (Loss) Available for Fixed Charges $ 18.0 $ 6.3 $ 167.3 N/A N/A N/A N/A Ratio of Earnings (Loss) Available for Fixed Charges to Combined Fixed Charges and Preferred Stock Dividends N/A N/A N/A 2.6 N/A 1.3 1.2 Amount by Which Combined Fixed Charges and Preferred Stock Dividends Exceed Earnings (Loss) Available for Fixed Charges $ 18.0 $ 6.3 $ 167.3 N/A $ 12.7 N/A N/A
(a) Includes interest expense, amounts capitalized and amortization of debt costs EX-23.3 7 CONSENT OF ARTHUR ANDERSEN L.L.P. 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in Santa Fe Snyder Corporation's Registration Statement on Form S-3 of our report dated February 10, 1999, included in Snyder Oil Corporation's Annual Report on Form 10-K/A for the year ended December 31, 1998, and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Fort Worth, Texas May 10, 1999 EX-23.4 8 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 1, 1999 relating to the financial statements and financial statement schedule, which appears in Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 1998. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PRICEWATERHOUSECOOPERS LLP Houston, Texas May 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----