SEC Company Response from SM Energy Co (SM) (CIK 0000893538) (SM) — Apr 14, 2005
SM Energy Co (SM) (CIK 0000893538)
Date: April 14, 2005 · CIK: 0000893538 · Accession: 0000893538-05-000047
AI Filing Summary & Sentiment
Letter
By facsimile - (202) 942-9528, EDGAR ------------------------------------ and Federal Express ------------------- Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street N.W. Washington, D.C. 20549-0405 Attn: Melinda Kramer
Re: St. Mary Land & Exploration Company Preliminary Proxy Materials on Schedule 14A filed April 1, 2005 File No. 1-31539
Dear Ms. Kramer:
Please accept the following responses to the comments from the SEC staff's review of the above-referenced proxy materials, which comments were set forth in a letter by Mr. H. Roger Schwall dated April 14, 2005. The responses are numbered to correspond to the comment numbers. Enclosed by facsimile is a paper copy of the revised preliminary proxy statement which is black-lined to indicate all changes from the original preliminary proxy materials filed on April 1, 2005. Please note that the revised preliminary proxy materials are being filed today by EDGAR.
General -------
1. The total number of issued and outstanding shares and the shares reserved for issuance have been included in the proxy on page 1 and page 19.
Equity Compensation Plans, page 16 ----------------------------------
2. The disclosure on page 16 related to equity compensation plans, has been expanded to include the following statement: "There are no equity compensation plans that are not approved by the stockholders."
Securities and Exchange Commission April 14, 2005 Page 2
Amendment to Certificate of Incorporation to Increase the total Number..., -------------------------------------------------------------------------- page 19 --------
3. On a supplemental basis, I confirm that the stock split has occurred with a distribution date of March 31, 2005. I also confirm all share and per share amounts in the proxy reflect the stock split.
I have included on page 19 a sentence in the OTHER MATTERS TO BE VOTED ON section that read as follows: "Prior to amendment to the Company's certificate of incorporation, the Company has sufficient authorized shares to effect the stock split."
4. I have added a sentence on page 19 stating the following: "Although the Company continuously evaluates opportunities and proposals in the marketplace for the acquisition of oil and gas properties and related financing transactions, the Company has no current definitive plans or arrangements to issue shares for an acquisition or an equity issuance."
Other Changes -------------
I have included marked pages from the cover, the cover letter from Mr. Hellerstein, the cover letter from me and page 10 with other minor changes.
Acknowledgement ---------------
The Company herby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
o staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
o the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Securities and Exchange Commission April 14, 2005 Page 3
Should you have any further questions, please call me at (303) 863-4334.
Very truly yours,
/S/ DAVID W. HONEYFIELD
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CORRESP
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filename1.htm
04/14/05 SEC Correspondence
April 14, 2005
By facsimile - (202) 942-9528, EDGAR
------------------------------------
and Federal Express
-------------------
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C. 20549-0405
Attn: Melinda Kramer
Re: St. Mary Land & Exploration Company
Preliminary Proxy Materials on Schedule 14A filed April 1, 2005
File No. 1-31539
Dear Ms. Kramer:
Please accept the following responses to the comments from the SEC
staff's review of the above-referenced proxy materials, which comments were set
forth in a letter by Mr. H. Roger Schwall dated April 14, 2005. The responses
are numbered to correspond to the comment numbers. Enclosed by facsimile is a
paper copy of the revised preliminary proxy statement which is black-lined to
indicate all changes from the original preliminary proxy materials filed on
April 1, 2005. Please note that the revised preliminary proxy materials are
being filed today by EDGAR.
General
-------
1. The total number of issued and outstanding shares and the shares
reserved for issuance have been included in the proxy on page 1 and
page 19.
Equity Compensation Plans, page 16
----------------------------------
2. The disclosure on page 16 related to equity compensation plans, has
been expanded to include the following statement: "There are no equity
compensation plans that are not approved by the stockholders."
Securities and Exchange Commission
April 14, 2005
Page 2
Amendment to Certificate of Incorporation to Increase the total Number...,
--------------------------------------------------------------------------
page 19
--------
3. On a supplemental basis, I confirm that the stock split has occurred
with a distribution date of March 31, 2005. I also confirm all share
and per share amounts in the proxy reflect the stock split.
I have included on page 19 a sentence in the OTHER MATTERS TO BE VOTED
ON section that read as follows: "Prior to amendment to the Company's
certificate of incorporation, the Company has sufficient authorized
shares to effect the stock split."
4. I have added a sentence on page 19 stating the following: "Although
the Company continuously evaluates opportunities and proposals in the
marketplace for the acquisition of oil and gas properties and related
financing transactions, the Company has no current definitive plans or
arrangements to issue shares for an acquisition or an equity
issuance."
Other Changes
-------------
I have included marked pages from the cover, the cover letter from Mr.
Hellerstein, the cover letter from me and page 10 with other minor changes.
Acknowledgement
---------------
The Company herby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Securities and Exchange Commission
April 14, 2005
Page 3
Should you have any further questions, please call me at (303)
863-4334.
Very truly yours,
/S/ DAVID W. HONEYFIELD
David W. Honeyfield
V.P. - Finance, Secretary & Treasurer
Enclosures
cc: Mr. Dwight Landes - Ballard Spahr Andrews & Ingersoll, LLP (w/ encl.)
- By facsimile