-----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, DT25vbLo9FktPF3MmKsVuxSxVgXbjOb4zWxFenQC/f6Q69c3uBq1+zhOGdf4cqR9 uxb2DbvjHUXLUqG1vP1Blg== 0000950129-99-002747.txt : 19990621 0000950129-99-002747.hdr.sgml : 19990621 ACCESSION NUMBER: 0000950129-99-002747 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19990618 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: POS AM SEC ACT: SEC FILE NUMBER: 333-71595 FILM NUMBER: 99648866 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 POS AM 1 SANTA FE SNYDER CORPORATION - P.E. AMENDMENT NO.1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1999. REGISTRATION NO. 333-71595 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT ON FORM S-8* UNDER THE SECURITIES ACT OF 1933 --------------------------- SANTA FE SNYDER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-2722169 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) --------------------------- 1616 SOUTH VOSS ROAD HOUSTON, TEXAS 77057 (713) 507-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) REPLACEMENT OPTION AGREEMENTS ** PURSUANT TO SNYDER OIL CORPORATION RESTATED 1989 STOCK OPTION PLAN AND SNYDER OIL CORPORATION 1990 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of Plans) DAVID L. HICKS VICE PRESIDENT - LAW AND GENERAL COUNSEL SANTA FE SNYDER CORPORATION 1616 SOUTH VOSS ROAD HOUSTON, TEXAS 77057 (713) 507-5000 (Name, address, including zip code, and telephone number, 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 CALCULATION OF REGISTRATION FEE
=========================================================================================================================== AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM REGISTERED(1) OFFERING AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE REGIA PRICE PER UNIT OFFERING PRICE REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value (2) 4,450,953 (3) (3) (3) ===========================================================================================================================
(1) Consisting of, on a converted basis, 4,450,953 shares of common stock, par value $0.01 per share, of the Registrant reserved for issuance under the replacement option agreements described herein under "Explanatory Notes." In addition, the number of shares of common stock of the Registrant registered herein is subject to adjustment to prevent dilution resulting from stock splits, stock dividends, or similar transactions. (2) Includes associated rights to purchase shares of the Registrant's Series A Junior Participating Preferred Stock. The rights are not currently separable from the shares of common stock, par value $0.01 per share, of Registrant and are not currently exercisable. (3) All filing fees payable in connection with the issuance of these securities were previously paid in connection with the filing of the Registrant's registration statement on Form S-4 (File No. 333-71595) on February 2, 1999. * Filed as a post-effective amendment on Form S-8 to the Form S-4 registration statement. See "Explanatory Notes." ** As further described herein under "Explanatory Notes." ================================================================================ 2 EXPLANATORY NOTES Santa Fe Snyder Corporation (the "Company" or the "Registrant") hereby amends its registration statement on Form S-4 (File No. 333-71595) (the "Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-8 ("Post-Effective Amendment No. 1") relating to up to 4,450,953 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") issuable upon exercise of the options granted pursuant to replacement option agreements. All shares of common stock issuable upon exercise of the options granted pursuant to the replacement option agreements covered by this Post-Effective Amendment No. 1 were previously included in the Form S-4. On May 5, 1999 (the "Effective Time"), pursuant to the Agreement and Plan of Merger, dated as of January 13, 1999 (the "Merger Agreement"), by and between Santa Fe Energy Resources, Inc. and Snyder Oil Corporation ("Snyder"), Snyder merged with and into Santa Fe Energy Resources, Inc. with Santa Fe Energy Resources as the surviving corporation. The name of the surviving corporation was changed to Santa Fe Snyder Corporation (the "Merger"). Pursuant to the Merger Agreement, each unexpired and unexercised outstanding option (each a "Snyder Option") granted pursuant to the Snyder Oil Corporation Restated 1989 Stock Option Plan and the Snyder Oil Corporation 1990 Stock Plan for Non-Employee Directors (collectively, the "Snyder Plans") to purchase one share of common stock of Snyder was automatically canceled at the Effective Time. Former Snyder optionholders who were employees and directors of Snyder who continued with the Company, former employees of Snyder with severance or employment agreements that provided for an extended period of time to exercise their Snyder options or non-employee directors who did not continue in office with Santa Fe Snyder were granted options to purchase that number of shares of Company common stock equal to the product of the number of shares of Snyder common stock issuable upon the exercise of that person's Snyder Option times 2.05 and with an exercise price equal to the exercise price of their Snyder Option divided by 2.05. Each new option is otherwise subject to all of the other terms of the Snyder Option to which it relates. As of the Effective Time, the new options granted pursuant to the replacement option agreements covered by this Post-Effective Amendment No. 1 replace Snyder Options granted and outstanding pursuant to the Snyder Plans. Listed below are the former Snyder directors and employees who were granted replacement options covered by this Post-Effective Amendment No. 1, the number of shares of common stock issuable pursuant to such replacement options, the respective exercise prices, and the Snyder Plans pursuant to which such options were originally granted.
NUMBER OF SHARES NAME OF COMMON STOCK EXERCISE PRICE PLAN - ---- ----------------- -------------- ---- Daniel G. Anderson 3,075 $6.8902 1 2,460 4.5732 6,764 7.8659 7,586 8.6280 Mark A. Balderston 1,640 $6.8902 1 4,879 4.5732 7,585 7.8659 8,404 8.6280 Richard Borkowski 8,713 $9.8476 1 Roger W. Brittan 5,125 $9.7561 2 5,125 6.7073 5,125 4.7561 5,125 8.5366 5,125 9.6341
-2- 3
NUMBER OF SHARES NAME OF COMMON STOCK EXERCISE PRICE PLAN - ---- ----------------- -------------- ---- Charles Brown 35,875 $7.8659 1 41,820 8.6280 John W. Burman 45,100 $7.9268 1 Steven M. Burr 29,725 $7.8659 1 37,310 8.6280 Fred Byther 22,550 $7.9268 1 Cynthia B. Cagle 20,500 $7.8659 1 Roger D. Cagle 25,625 $7.8659 1 Lindie R. Carden 3,075 $6.8902 1 2,665 4.5732 2,870 7.8659 3,075 8.6280 Scott Chapman 1,230 $6.8902 1 2,870 7.8659 2,870 8.6280 Gerard E. Conroy 4,100 $6.8902 1 7,585 4.5732 7,995 7.8659 8,609 8.6280 Donald R. Corson 1,640 $8.6280 1 Harvey J. Damstrom 9,225 $6.4634 1 R. W. Davis 20,500 $6.4634 1 Barbara J. Dougherty 1,435 $5.1829 1 1,435 7.8659 2,255 8.6280 Keith R. Dowling 2,460 $6.3415 1 6,150 8.8415 4,100 6.8902 2,050 4.5732 8,815 7.8659
-3- 4
NUMBER OF SHARES NAME OF COMMON STOCK EXERCISE PRICE PLAN - ---- ----------------- -------------- ---- Thomas J. Edelman 88,150 $2.9268 1 88,150 6.3415 90,200 8.8415 92,865 6.8902 92,865 4.5732 147,600 7.8659 Cyrus Esphahanian 8,200 $ 6.8902 1 20,500 7.8659 19,269 8.6280 Stuart L. Filler 10,250 $ 9.8476 1 Danny C. Frederick 2,050 $ 7.8659 1 2,460 8.6280 Christopher L. Furrh 24,600 $ 7.9268 1 Daniel T. Gibbons 2,460 $ 7.8659 1 2,460 8.6280 Dawn D. Goard 2,870 $ 7.8659 1 3,075 8.6280 Cathy A. Goloway 18,450 $ 7.9268 1 Linda K. Gosdin 4,100 $ 6.8902 1 4,100 4.5732 4,100 7.8659 Michael C. Griffin 10,906 $ 5.1829 1 38,950 7.8659 23,985 8.6280 Charles R. Hall 9,225 $ 9.0854 1 William G. Hargett 410,000 $ 7.9268 1 133,250 8.6280 John A. Harrell 21,526 $11.3110 1 10,864 8.6280 David W. Hays 3,075 $ 7.8659 1 3,280 8.6280
-4- 5
NUMBER OF SHARES NAME OF COMMON STOCK EXERCISE PRICE PLAN - ---- ----------------- -------------- ---- John A. Hill 5,125 $ 9.7561 2 5,125 6.7073 5,125 4.7561 5,125 8.5366 5,125 9.6341 Marshall S. Homsher 3,075 $ 6.8902 1 1,722 4.5732 2,665 7.8659 2,870 8.6280 Lloyd J. Huggins 61,500 11.6159 1 27,675 $ 8.6280 Mark A. Jackson 153,750 $ 9.0854 1 51,865 8.6280 Jeffrey L. Johnson 3,075 $ 6.8902 1 7,175 4.5732 7,995 7.8659 8,609 8.6280 William J. Johnson 5,125 $ 8.9634 2 5,125 6.7073 5,125 4.7561 5,125 8.5366 5,125 9.6341 John H. Karnes 102,500 $ 9.6951 1 B. J. Kellenberger 5,125 $ 9.7561 2 5,125 6.7073 5,125 4.7561 5,125 8.5366 5,125 9.6341 Michael B. Kendrick 20,499 $ 9.1768 1 10,866 8.6280 Earl W. Knight 1,845 $ 8.6280 1 Dan Koontz 27,059 $ 6.6768 1 William D. Lancaster 67,650 $ 6.4634 1 Peggy A. Lewis 1,722 $ 4.5732 1 2,665 7.8659 2,665 8.6280
-5- 6
NUMBER OF SHARES NAME OF COMMON STOCK EXERCISE PRICE PLAN - ---- ----------------- -------------- ---- Harold R. Logan 5,125 $ 8.5366 2 5,125 9.6341 Peter E. Lorenzen 25,420 $ 8.8415 1 25,625 6.8902 31,775 7.8659 36,080 8.6280 Brian H. MacMillan 11,480 $ 5.1829 1 28,700 7.8659 7,790 8.6280 James E. McCormick 5,125 $9.7561 2 5,125 6.7073 5,125 4.7561 5,125 8.5366 5,125 9.6341 Timothy R. Morris 4,100 6.8902 1 2,665 4.5732 2,870 7.8659 8,405 8.6280 James E. Myers 8,405 $7.8659 1 8,404 8.6280 H. Richard Pate 12,300 $6.8902 1 20,090 4.5732 25,625 7.8659 24,190 8.6280 Glenn H. Peterson 9,840 $8.6280 1 Rocky Pollock 820 $6.8902 1 2,255 7.8659 2,460 8.6280 David M. Posner 12,300 $6.8902 1 38,028 6.7073 20,910 4.5732 27,265 7.8659 25,830 8.6280 Robert W. Rapp 22,549 $8.4451 1 11,276 8.6280 Roger B. Rice 61,500 $9.3293 1 33,825 8.6280
-6- 7
NUMBER OF SHARES NAME OF COMMON STOCK EXERCISE PRICE PLAN - ---- ----------------- -------------- ---- Joe L. Satsky 2,460 $5.1829 1 2,460 7.8659 2,665 8.6280 Terry L. Savage 4,264 $4.5732 1 7,462 7.8659 10,660 8.6280 Troy L. Schindler 20,500 $7.9268 1 David E. Schlosser 6,970 $7.9268 1 Terry L. Shyer 2,870 $8.6280 1 Steven G. Siguaw 18,449 $9.5732 1 9,226 8.6280 Samuel M. Simpson 3,280 $7.8659 1 3,485 8.6280 Thomas M. Smagala 9,430 $8.6280 1 Jay H. Smith 102,500 $8.2927 1 Steven D. Smith 2,460 $7.8659 1 2,665 8.6280 Ty J. Smith 2,665 $8.6280 1 John C. Snyder 99,630 $6.8902 1 99,835 4.5732 157,850 7.8659 164,000 8.6280 Dennis G. Storhaug 3,075 $6.8902 1 8,405 4.5732 8,610 7.8659 9,839 8.6280 Edward T. Story 61,500 $6.8902 1 31,570 4.5732 44,075 7.8659 5,125 9.6341 Aloys Swanson 4,100 $6.8902 1 2,665 4.5732 2,870 7.8659 8,200 8.6280
-7- 8
NUMBER OF SHARES NAME OF COMMON STOCK EXERCISE PRICE PLAN - ---- ----------------- -------------- ---- Janice S. Tanabe 984 $ 4.5732 1 2,460 7.8659 2,665 8.6280 Tim D. Taylor 10,045 $ 6.3415 1 17,630 8.8415 16,400 6.8902 4,961 4.5732 25,625 7.8659 James R. Ten Eyck 20,500 $ 9.8171 1 John M. Thibeaux 75,850 10.6707 1 Kenneth E. Tompkins 2,870 $ 4.5732 1 2,870 7.8659 7,585 8.6280 G. Steven Van Hook 6,150 $ 6.8902 1 8,200 4.5732 8,610 7.8659 9,429 8.6280 Rodney L. Waller 37,925 $ 6.8902 1 22,550 4.5732 30,750 4.6341 45,100 7.8659 34,440 8.6280 Daniel R. Wenzinger 2,050 $ 6.7073 1 2,255 4.5732 2,665 7.8659 3,075 8.6280 R. S. Woodall 4,100 $ 6.8902 1 9,020 4.5732 19,065 7.8659 18,245 8.6280 ---------- TOTAL 4,450,953 ==========
- ------------------ 1 Snyder Oil Corporation Restated 1989 Stock Option Plan. 2 Snyder Oil Corporation 1990 Stock Plan for Non-Employee Directors. -8- 9 PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to recipients of replacement options as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). These documents and the documents incorporated by reference hereto pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission by the Company pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by reference in this Registration Statement: 1. Snyder Oil Corporation's Annual Report on Form 10-K/A for the year ended December 31, 1998; 2. Santa Fe Energy Resources, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 1998; 3. Santa Fe Energy Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; 4. The Company's Current Report on Form 8-K filed on May 6, 1999, and amended on May 25, 1999; 5. The Company's Current Report on Form 8-K filed on June 15, 1999; and 6. The descriptions of the Company's common stock, par value $.01 per share (the "Common Stock"), and certain rights associated with such Common Stock (the "Rights") contained in the Company's registration statement on Form S-2 filed on February 21, 1990 (with respect to the Common Stock) and on Form 8-A/A filed on May 11, 1999 (with respect to the Rights), including any amendments or reports filed for the purpose of updating such descriptions. All documents and reports filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. II-1 10 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. 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 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 (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 Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Article NINTH of the Company'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 II-2 11 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 the Company's Bylaws further provides that the Company shall indemnify its officers, directors, employees and agents to the fullest extent permitted by law. Pursuant to such provision, the Company has entered into agreements with various of its officers, directors and employees which provide for indemnification of such persons. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------ ----------------------- 3.1 Restated Certificate of Incorporation (including Certificate of Merger reflecting the merger of Snyder Oil Corporation with and into Santa Fe Energy Resources, Inc., dated May 5, 1999; Certificate of Designations of Series A Junior Participating Preferred Stock; and Certificate of Increase of Number of Shares of Series A Junior Participating Preferred Stock of Santa Fe Snyder Corporation, dated May 5, 1999) (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form 8-A/A filed May 11, 1999). 3.2 Amended Bylaws, as amended on April 20, 1990, February 26, 1993, September 1, 1998 and May 5, 1999 (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form 8-A/A filed May 11, 1999). 4.1 Rights Agreement dated as of March 3, 1997, between Santa Fe Energy Resources, Inc. and First Chicago Trust of New York, as Rights Agent (incorporated by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A filed February 28, 1997). 4.2 First Amendment to the Rights Agreement between Santa Fe Snyder Corporation, as successor to Santa Fe Energy Resources, Inc and First Chicago Trust Company of New York, as Trustee, dated as of May 5, 1999, which includes, as Annex I thereto, the Summary of Right to Purchase Preferred Shares, as Annex II thereto, the Form of Right Certificate, and as Annex III thereto, the Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred Stock of Santa Fe Snyder Corporation (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form 8-A/A filed May 11, 1999). 4.3 Form of Indenture dated as of May 25, 1994 and Form of Debenture relating to the Company's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-3 (File No. 33-52849). 4.4 First Supplemental Indenture, dated as of October 21, 1996, between Santa Fe Energy Resources, Inc. and State Street Bank and Trust Company, as Trustee, relating to the Company's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). II-3 12 EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------ ----------------------- *4.5 Second Supplemental Indenture, dated as of May 4, 1999, between the Company and State Street Bank and Trust Company, as Trustee, relating to the Company's 11% Senior Subordinated Debentures due 2004. 4.6 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 to Exhibit 4.1 of Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997). 4.7 First Supplemental Indenture, dated as of June 10, 1997, to Exhibit 4.8 (incorporated by reference to Exhibit 4.2 of Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997). 4.8 Second Supplemental Indenture, dated as of June 10, 1997, to Exhibit 4.8 (incorporated by reference to Exhibit 4.3 of Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997). *4.9 Third Supplemental Indenture, dated as of May 5, 1999, between Santa Fe Snyder Corporation and Chase Bank of Texas, N.A. to Exhibit 4.8. 4.10 Indenture dated as of June 1, 1999, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed June 15, 1999). 4.11 First Supplemental Indenture dated as of June 14, 1999, between the Company and The Bank of New York, as Trustee, including the form of 8.05% Senior Note Due 2004 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed June 15, 1999). *5.1 Opinion of Andrews & Kurth L.L.P. regarding legality of the securities to be registered. *23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). *23.2 Consent of PricewaterhouseCoopers LLP. *23.3 Consent of Arthur Andersen LLP. *23.4 Consent of Ryder Scott Company. *23.5 Consent of Netherland, Sewell & Associates, Inc. 24.1 Power of Attorney (included in the signature pages of the initial filing of this registration statement). 99.1 Snyder Oil Corporation's 1990 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.4 of Snyder Oil Corporation's Registration Statement on Form S-4 (Registration No. 33- 33455)). 99.1.1 Amendment dated May 20, 1992 to Snyder Oil Corporation's 1990 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1.1 of Snyder Oil Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993). 99.2 Snyder Oil Corporation's Amended and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.2 of Snyder Oil Corporation's Annual Report on Form 10-K for the year ended December 31, 1997). - ------------------------ *Filed herewith ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: II-4 13 (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 (the "Securities Act"); (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 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; (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the 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 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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, the 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 and will be governed by the final adjudication of such issue. II-5 14 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 the requirements for filing this Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 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 June 17, 1999. SANTA FE SNYDER CORPORATION By: /s/ DAVID L. HICKS ---------------------------------------- David L. Hicks Vice President - Law and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on June 17, 1999.
NAME TITLE * Chief Executive Officer and Director - -------------------------------------- (Principal Executive Officer) James L. Payne /s/ MARK A. JACKSON Executive Vice President and Chief Financial Officer - -------------------------------------- (Principal Financial Officer) Mark A. Jackson /s/ MICHAEL S. WILKES Vice President and Chief Accounting Officer - -------------------------------------- (Principal Accounting Officer) Michael S. Wilkes Chairman of the Board - -------------------------------------- John C. Snyder * Director - -------------------------------------- William E. Greehey Director - -------------------------------------- John A. Hill * Director - -------------------------------------- Melvyn N. Klein
15 Director - -------------------------------------- Harold R. Logan, Jr. * Director - -------------------------------------- Allan V. Martini Director - -------------------------------------- James E. McCormick * Director - -------------------------------------- Reuben F. Richards Director - -------------------------------------- Edward T. Story * Director - -------------------------------------- Kathryn D. Wriston *By: /s/ DAVID L. HICKS ---------------------------------- David L. Hicks Attorney-in-fact
16 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------ ----------------------- 3.1 Restated Certificate of Incorporation (including Certificate of Merger reflecting the merger of Snyder Oil Corporation with and into Santa Fe Energy Resources, Inc., dated May 5, 1999; Certificate of Designations of Series A Junior Participating Preferred Stock; and Certificate of Increase of Number of Shares of Series A Junior Participating Preferred Stock of Santa Fe Snyder Corporation, dated May 5, 1999) (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form 8-A/A filed May 11, 1999). 3.2 Amended Bylaws, as amended on April 20, 1990, February 26, 1993, September 1, 1998 and May 5, 1999 (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form 8-A/A filed May 11, 1999). 4.1 Rights Agreement dated as of March 3, 1997, between Santa Fe Energy Resources, Inc. and First Chicago Trust of New York, as Rights Agent (incorporated by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A filed February 28, 1997). 4.2 First Amendment to the Rights Agreement between Santa Fe Snyder Corporation, as successor to Santa Fe Energy Resources, Inc and First Chicago Trust Company of New York, as Trustee, dated as of May 5, 1999, which includes, as Annex I thereto, the Summary of Right to Purchase Preferred Shares, as Annex II thereto, the Form of Right Certificate, and as Annex III thereto, the Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred Stock of Santa Fe Snyder Corporation (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form 8-A/A filed May 11, 1999). 4.3 Form of Indenture dated as of May 25, 1994 and Form of Debenture relating to the Company's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-3 (File No. 33-52849). 4.4 First Supplemental Indenture, dated as of October 21, 1996, between Santa Fe Energy Resources, Inc. and State Street Bank and Trust Company, as Trustee, relating to the Company's 11% Senior Subordinated Debentures due 2004 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996). *4.5 Second Supplemental Indenture, dated as of May 4, 1999, between the Company and State Street Bank and Trust Company, as Trustee, relating to the Company's 11% Senior Subordinated Debentures due 2004. 4.6 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 to Exhibit 4.1 of Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997). 4.7 First Supplemental Indenture, dated as of June 10, 1997, to Exhibit 4.8 (incorporated by reference to Exhibit 4.2 of Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997). 4.8 Second Supplemental Indenture, dated as of June 10, 1997, to Exhibit 4.8 (incorporated by reference to Exhibit 4.3 of Snyder Oil Corporation's Current Report on Form 8-K dated June 10, 1997). *4.9 Third Supplemental Indenture, dated as of May 5, 1999, between Santa Fe Snyder Corporation and Chase Bank of Texas, N.A. to Exhibit 4.8. 4.10 Indenture dated as of June 1, 1999, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed June 15, 1999).
17
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------ ----------------------- 4.11 First Supplemental Indenture dated as of June 14, 1999, between the Company and The Bank of New York, as Trustee, including the form of 8.05% Senior Note Due 2004 (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed June 15, 1999). *5.1 Opinion of Andrews & Kurth L.L.P. regarding legality of the securities to be registered. *23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). *23.2 Consent of PricewaterhouseCoopers LLP. *23.3 Consent of Arthur Andersen LLP. *23.4 Consent of Ryder Scott Company. *23.5 Consent of Netherland, Sewell & Associates, Inc. 24.1 Power of Attorney (included in the signature pages of the initial filing of this registration statement). 99.1 Snyder Oil Corporation's 1990 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.4 of Snyder Oil Corporation's Registration Statement on Form S-4 (Registration No. 33- 33455)). 99.1.1 Amendment dated May 20, 1992 to Snyder Oil Corporation's 1990 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1.1 of Snyder Oil Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993). 99.2 Snyder Oil Corporation's Amended and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.2 of Snyder Oil Corporation's Annual Report on Form 10-K for the year ended December 31, 1997).
EX-4.5 2 SECOND SUPPLEMENTAL INDENTURE 1 EXHIBIT 4.5 ================================================================================ SANTA FE ENERGY RESOURCES, INC. Issuer, 11% Senior Subordinated Debentures Due 2004 ------------------- SECOND SUPPLEMENTAL INDENTURE Dated as of May 4, 1999 ------------------- STATE STREET BANK AND TRUST COMPANY, Trustee ================================================================================ Second Supplemental Indenture to Indenture, dated as of May 25, 1994, between Santa Fe Energy Resources, Inc., as issuer, and The First National Bank of Boston, as trustee and predecessor in interest to State Street Bank and Trust Company. 2 WITNESSETH SECOND SUPPLEMENTAL INDENTURE, dated as of May 4, 1999, between SANTA FE ENERGY RESOURCES, INC., a Delaware corporation (the "Company"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as trustee (the "Trustee"). WHEREAS, the Company and The First National Bank of Boston, as trustee, have heretofore executed an Indenture, dated as of May 25, 1994 (the "Indenture"), pursuant to which the Company issued $100 million principal amount of its 11% Senior Subordinated Debentures Due 2004 (the "Securities"); and WHEREAS, pursuant to Section 7.09 of the Indenture, the Trustee succeeded The First National Bank of Boston as trustee on October 2, 1995; and WHEREAS, the Company and the Trustee have heretofore executed the First Supplemental Indenture dated as of October 18, 1996; and WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Company and the Trustee may amend the Indenture in certain respects without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities; and WHEREAS, the execution and delivery of this Second Supplemental Indenture has been authorized by a resolution of the Board of Directors; and WHEREAS, the Company has delivered to the Trustee the written consent of the Holders of at least a majority in principal amount of the outstanding Securities to the amendments hereinafter set forth; and WHEREAS, Section 9.06 of the Indenture provides, among other things, that the Trustee shall sign any amendment authorized pursuant to Article 9 of the Indenture if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee; and WHEREAS, the Company has presented and warranted to the Trustee that this Second Supplemental Indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee; and WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee has requested, and the Company has furnished the Trustee with an Officer's Certificate and an Opinion of Counsel; and WHEREAS, the Company has represented and warranted to the Trustee that all conditions and requirements necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; -2- 3 NOW THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, for and in consideration of the premises and the mutual covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party hereto agrees for the equal and ratable benefit of the Holders of the Securities; ARTICLE A. DEFINITIONS Section A.1. The definitions set forth or incorporated by reference in Article 1 of the Indenture shall be applicable to this Second Supplemental Indenture, including the recitals hereto, as fully and to the same extent as if set forth herein, except as otherwise expressly provided herein. Section A.2. Article 1 of the Indenture is hereby amended to add the following definition: "Snyder Merger Transaction" means the transactions described in and contemplated by that certain Agreement and Plan of Merger, dated as of January 13, 1999 by and between Snyder Oil Corporation ("Snyder") and the Company whereby, among other things, Snyder shall merge with and into the Company to be renamed Santa Fe Snyder Corporation and each share of outstanding common stock of Snyder shall be converted into the right to receive 2.05 shares of common stock of the Company. ARTICLE B. EFFECTIVENESS Section B.1 This Second Supplemental Indenture shall be and become effective when the Company and the Trustee execute this Second Supplemental Indenture. ARTICLE C. ENDORSEMENT OF SECURITIES Section C.1 Any Securities authenticated and delivered after the close of business on the date that this Second Supplemental Indenture becomes effective in substitution for Securities then outstanding and all Securities presented or delivered to the Trustee on or after that date for such purpose shall be stamped, imprinted or otherwise legended by the Trustee, with a notation as follows: -3- 4 "Effective as of May 4, 1999, certain definitions and restrictive covenants of the Company have been amended, as provided in the Second Supplemental Indenture, dated May 4, 1999. Reference is hereby made to said Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein." ARTICLE D. AMENDMENTS Section D.1 Article 11 of the Indenture is hereby amended as follows: (a)Section 11.16, captioned "Approval of Snyder Merger Transaction," is hereby added to read as follows: Section 11.16 Approval of Snyder Merger Transaction. Notwithstanding anything to the contrary in this Indenture, none of the transactions effected in connection with or contemplated by the Snyder Merger Transaction shall constitute or be deemed to constitute a breach or violation of the terms of this Indenture, or require that any action be taken under Section 4.08, or cause a Default or Event of Default hereunder. ARTICLE E. (a)MISCELLANEOUS Section E.1 This Second Supplemental Indenture is a supplemental indenture pursuant to Section 9.02 of the Indenture. Upon execution and delivery of this Second Supplemental Indenture, the terms and conditions of this Second Supplemental Indenture shall be part of the terms and conditions of the Indenture for any and all purposes, shall bind all Securityholders and all the terms and conditions of both shall be read together as though they constitute one instrument, except that in case of conflict the provisions of this Second Supplemental Indenture will control. Section E.2 Except as they may have been amended and supplemented by this Second Supplemental Indenture, each and every term and provision of the Indenture remains in full force and effect. Section E.3 This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Section E.4 The Trustee accepts the trusts created by the Indenture, as supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions in the Indenture, as supplemented by the Second Supplemental Indenture. -4- 5 Section E.5 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date and year first above written. SANTA FE ENERGY RESOURCES, INC. By: /s/ JANET F. CLARK --------------------------------------- Name: Janet F. Clark Title: Senior Vice President and Chief Financial Officer STATE STREET BANK AND TRUST COMPANY, as trustee By: /s/ JACQUELINE BONHOMME --------------------------------------- Name: Jacqueline A. Bonhomme Title: Assistant Vice President -5- EX-4.9 3 THIRD SUPPLEMENTAL INDENTURE 1 EXHIBIT 4.9 ================================================================================ SANTA FE SNYDER CORPORATION, a Delaware corporation, successor to SNYDER OIL CORPORATION, as Issuer, SUBSIDIARY GUARANTORS, named herein and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee -------------------- THIRD SUPPLEMENTAL INDENTURE Dated as of May 5, 1999 to INDENTURE Dated as of June 10, 1997 -------------------- 8 3/4% Senior Subordinated Notes due 2007 ================================================================================ 2 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of May 5, 1999, by and among Santa Fe Snyder Corporation, a Delaware corporation (the "COMPANY"), the subsidiary guarantors listed on the signature pages hereto (the "SUBSIDIARY GUARANTORS") and [Chase Bank of Texas, National Association, as trustee (the "TRUSTEE"). RECITALS WHEREAS, the Company, as issuer, has heretofore executed and delivered to the Trustee an Indenture, dated as of June 10, 1997, as supplemented by the First Supplemental Indenture, dated as of June 10, 1997, among the Company and the Trustee, and the Second Supplemental Indenture, dated as of June 10, 1997, among the Company, the Subsidiary Guarantors and the Trustee (as supplemented, the "INDENTURE"), providing for the issuance of an aggregate principal amount of $175,000,000 of 8 3/4% Senior Subordinated Notes due 2007 (the "NOTES"); and WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of January 13, 1999, among Snyder Oil Corporation, a Delaware corporation ("SOCO"), and the Company, SOCO has merged with and into the Company, with the Company as the surviving entity (the "MERGER"), and the Company has amended its certificate of incorporation to change its name to Santa Fe Snyder Corporation; and WHEREAS, pursuant to Section 901(1) of the Indenture, the Company and the Trustee may enter into one or more supplemental indentures without the consent of any holders of the Notes (the "HOLDERS") to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Notes; and WHEREAS, pursuant to Section 801(e) of the Indenture, in conjunction with the Merger each Subsidiary Guarantor must by supplemental indenture confirm that its Subsidiary Guarantee of the Notes shall apply to the Company's obligations under the Indenture and the Notes; and WHEREAS, all acts and things prescribed by the Indenture, by law and by the certificate of incorporation and the bylaws (or comparable constituent documents) of the Company and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company and the Trustee, in accordance with its terms, have been duly done and performed; NOW THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company and the Trustee covenant and agree for the equal and proportionate benefit of the respective holders of the Notes as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires, the words "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. -2- 3 2. Change of Corporate Name. Any and all references in the Indenture to SNYDER OIL CORPORATION or the "Company," shall be deemed henceforth to refer to SANTA FE SNYDER CORPORATION, a Delaware corporation. 3. Confirmation of Guarantees by the Subsidiary Guarantors. Each of the Subsidiary Guarantors expressly confirms that, after the consummation of the Merger, its Subsidiary Guarantee as set forth in Article XV of the Indenture and in a notation to the Notes shall apply to the obligations of the Company set forth in the Indenture and the Notes. Such Subsidiary Guarantee includes, without limitation, (i) the full and prompt performance of the Company's obligations under the Indenture, and (ii) the prompt payment in full of principal of, premium, if any, on, and interest on the Notes when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or under the Notes, all in accordance with the terms of the Indenture and the Notes. 4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. -3- 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. COMPANY: SANTA FE SNYDER CORPORATION, a Delaware corporation By: /s/ DAVID L. HICKS ---------------------------------- Name: David L. Hicks Title: Vice President - Law TRUSTEE: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION By: /s/ JOHN G. JONES ---------------------------------- Name: John G. Jones Title: Vice President SUBSIDIARY GUARANTORS: MEXICAN FLATS SERVICE COMPANY By: /s/ MARK A. JACKSON ---------------------------------- Name: Mark A. Jackson Title: Vice President SNYDER FLUID TECHNOLOGIES, INC. By: /s/ MARK A. JACKSON ---------------------------------- Name: Mark A. Jackson Title: Vice President SNYDER GAS MARKETING, INC. By: /s/ MARK A. JACKSON ---------------------------------- Name: Mark A. Jackson Title: Vice President -4- 5 SOCO GAS SYSTEMS, INC. By: /s/ MARK A. JACKSON ---------------------------------- Name: Mark A. Jackson Title: Vice President SOCO LOUISIANA LEASING, INC. By: /s/ MARK A. JACKSON ---------------------------------- Name: Mark A. Jackson Title: Vice President WYOMING GATHERING AND PRODUCTION COMPANY By: /s/ MARK A. JACKSON ---------------------------------- Name: Mark A. Jackson Title: Vice President -5- EX-5.1 4 OPINION OF ANDREWS & KURTH L.L.P. 1 EXHIBIT 5.1 [LETTERHEAD OF ANDREWS & KURTH L.L.P.] June 18, 1999 Board of Directors Santa Fe Snyder Corporation 1616 S. Voss Road Houston, Texas 77057 Ladies and Gentlemen: We have acted as special counsel to Santa Fe Snyder Corporation, a Delaware corporation ("SFS"), in connection with preparation of the Post-Effective Amendment No. 1 (the "Post-Effective Amendment") on Form S-8 to the Registration Statement on Form S-4 (File No. 333-71595) relating to the registration under the Securities Act of 1933, as amended, of the issuance by SFS of up to 4,450,953 shares (the "Shares") of common stock, par value $0.01 per share, of SFS (the "Common Stock") pursuant to the Replacement Option Agreements (as defined below). The Shares are to be issued to former holders of options to purchase shares of Common Stock of Snyder Oil Corporation, a Delaware corporation ("Snyder"), in connection with the merger of Snyder with and into Santa Fe Energy Resources, Inc., pursuant to which the name of the surviving corporation was changed to Santa Fe Snyder Corporation (the "Merger"). Pursuant to the Merger, each unexpired and unexercised outstanding option (each a "Snyder Option") to purchase one share of common stock of Snyder was automatically canceled at the effective time of the Merger. Former Snyder optionholders who were employees and directors of Snyder who continued with SFS, former employees of Snyder with severance or employment agreements that provided for an extended period of time to exercise their Snyder Options or non-employee directors who did not continue in office with SFS were granted options pursuant to option agreements (the "Replacement Option Agreements") to purchase that number of shares of SFS common stock equal to the product of the number of shares of Snyder common stock issuable upon the exercise of that person's Snyder Option times 2.05 and with an exercise price equal to the exercise price of their Snyder Option divided by 2.05. Each new option is otherwise subject to all of the other terms of the Snyder Option to which it relates. As the basis for the opinion hereinafter expressed, we have examined such statutes, regulations, corporate records and documents, certificates of corporate and public officials and other instruments as we have deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies. 2 Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that the Shares have been validly authorized, and that such Shares will, when issued and delivered in accordance with the terms of the Replacement Option Agreements, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Post-Effective Amendment. Very truly yours, /s/ ANDREWS & KURTH L.L.P. -2- EX-23.2 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 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. PricewaterhouseCoopers LLP Houston, Texas June 18, 1999 EX-23.3 6 CONSENT OF ARTHUR ANDERSEN LLP 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-8 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 June 16, 1999 EX-23.4 7 CONSENT OF RYDER SCOTT COMPANY 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS As independent petroleum engineers, we hereby consent to the incorporation by reference in the Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 of Santa Fe Energy Resources, Inc. of our report 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 all references to our firm in such Post-Effective Amendment. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas June 15, 1999 EX-23.5 8 CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS As independent petroleum consultants, we hereby consent to the incorporation by reference in the Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 of Santa Fe Energy Resources, Inc. of our report in Snyder Oil Corporation's Annual Report on Form 10-K/A for the year ended December 31, 1998. We also consent to all references to our firm in such Post-Effective Amendment. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ CLARENCE M. NETHERLAND ------------------------------------ Clarence M. Netherland, Chairman Dallas, Texas June 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----