-----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, KgNMpVMpjzWsQvXb/Goo4SJV6MuposlnSCDhw2aIQmkKqRdOgZxx0i61UB5uQpBX vk4uqtaJgf5CO802h3XT3g== 0000086772-99-000001.txt : 19990714 0000086772-99-000001.hdr.sgml : 19990714 ACCESSION NUMBER: 0000086772-99-000001 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990713 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: 11-K SEC ACT: SEC FILE NUMBER: 001-07667 FILM NUMBER: 99663439 BUSINESS ADDRESS: STREET 1: 840 GESSNER STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7135075000 MAIL ADDRESS: STREET 1: 840 GESSNER CITY: HOUSTON STATE: TX ZIP: 77024 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 11-K 1 FORM 11-K FOR YEAR ENDED DECEMBER 31, 1998 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ (Mark one) Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from ________ to ________ Commission file number 1-7667* A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Snyder Oil Corporation Profit Sharing and Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Santa Fe Snyder Corporation 840 Gessner Houston, Texas 77024 * See "Explanatory Note." ================================================================================ EXPLANATORY NOTE This Annual Report on Form 11-K for the Snyder Oil Corporation Profit Sharing and Savings Plan (the "Plan") is being filed under Santa Fe Snyder Corporation's Commission File Number (1-7667). On May 5, 1999, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 13, 1999, 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, Santa Fe Snyder Corporation agreed to maintain the existing employee benefit plans of Snyder until such time, if ever, new employee benefit plans were established for the former employees of Snyder. Prior to the merger, filings for the Plan were made under Snyder's Commission File Number (1-10509). Snyder Oil Corporation Profit Sharing and Savings Plan INDEX ----- December 31, 1998, 1997 and 1996 -------------------------------- Page(s) ------- Statements of Net Assets Available for Plan Benefits as of December 31, 1998 and 1997, and Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1998, 1997 and 1996..................2 - 6 Notes to Financial Statements.............................................7 - 14 Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998..................................................15 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1998.....................................16 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Advisory Committee of the Snyder Oil Corporation Profit Sharing and Savings Plan: We have audited the accompanying statements of net assets available for plan benefits of Snyder Oil Corporation Profit Sharing and Savings Plan ("the Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for plan benefits for the years ended December 31, 1998, 1997 and 1996. These financial statements, and the schedules referred to below, are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1998 and 1997, and the changes in its net assets available for plan benefits for the years ended December 31, 1998, 1997 and 1996, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes (Schedule I) and reportable transactions (Schedule II) are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Fort Worth, Texas, June 21, 1999 SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998
Wells Fargo Institutional Trust Company ------------------------------------------------------------------------------------------ Short- S & P 500 Growth Asset Money SOCO Intermediate International Stock Stock Allocation Market Stock Term Equity Fund Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ------------ ------------ ------------- ASSETS: Investments, at fair market value- S&P 500 Stock Index Fund $ - $ - $ - $ - $ - $ - $ - Capital Class D Fund - - - - - - - Alliance Quasar Fund - - - - - - - Ret Preservation Trust Fund - - - - - - - Corporate Bond Fund - - - - - - - SOCO Stock Fund - - - - - - - Davis NY Venture Fund - - - - - - - Global Allocation Fund - - - - - - - AIM International Equity Fund - - - - - - - Growth CLD Fund - - - - - - - Participant Loan Fund - - - - - - - Cash Fund - - - - - - - ----------- ----------- ----------- ----------- ------------ ----------- ----------- Total assets - - - - - - - ----------- ----------- ----------- ----------- ------------ ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ - $ - $ - $ - $ - $ - $ - =========== =========== =========== =========== =========== =========== =========== Merrill Lynch Trust Company -------------------- ------------------------------------------------------------- Ret Patina Participant S & P 500 Capital Alliance Preservation Corporate Stock Loan Stock Index Class D Quasar Trust Bond Fund Fund Fund Fund Fund Fund Fund --------- ----------- ----------- ---------- ---------- ----------- ----------- ASSETS: Investments, at fair market value- S&P 500 Stock Index Fund $ - $ - $5,561,434 $ - $ - $ - $ - Capital Class D Fund - - - 3,340,443 - - - Alliance Quasar Fund - - - - 3,026,859 - - Ret Preservation Trust Fund - - - - - 1,658,172 - Corporate Bond Fund - - - - - - 1,475,046 SOCO Stock Fund - - - - - - - Davis NY Venture Fund - - - - - - - Global Allocation Fund - - - - - - - AIM International Equity Fund - - - - - - - Growth CLD Fund - - - - - - - Participant Loan Fund - - - - - - - Cash Fund - - - - - - - -------- -------- ---------- ---------- ---------- ---------- ---------- Total assets - - 5,561,434 3,340,443 3,026,859 1,658,172 1,475,046 -------- -------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ - $ - $5,561,434 $3,340,443 $3,026,859 $1,658,172 $1,475,046 ======== ======== ========== ========== ========== ========== ========== Merrill Lynch Trust Company ------------------------------------------------------------------------------------------ AIM SOCO Davis NY Global International Growth Participant Stock Venture Allocation Equity CLD Loan Cash Fund Fund Fund Fund Fund Fund Fund Total ---------- --------- ---------- ---------- --------- ----------- --------- ------------ ASSETS: Investments, at fair market value- S&P 500 Stock Index Fund $ - $ - $ - $ - $ - $ - $ - $ 5,561,434 Capital Class D Fund - - - - - - - 3,340,443 Alliance Quasar Fund - - - - - - - 3,026,859 Ret Preservation Trust Fund - - - - - - - 1,658,172 Corporate Bond Fund - - - - - - - 1,475,046 SOCO Stock Fund 1,228,149 - - - - - - 1,228,149 Davis NY Venture Fund - 920,796 - - - - - 920,796 Global Allocation Fund - - 488,218 - - - - 488,218 AIM International Equity Fund - - - 458,032 - - - 458,032 Growth CLD Fund - - - - 374,103 - - 374,103 Participant Loan Fund - - - - - 152,903 - 152,903 Cash Fund - - - - - - 2,351 2,351 ---------- --------- --------- --------- --------- --------- --------- ----------- Total assets 1,228,149 920,796 488,218 458,032 374,103 152,903 2,351 18,686,506 ---------- --------- --------- --------- --------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,228,149 $ 920,796 $ 488,218 $ 458,032 $ 374,103 $ 152,903 $ 2,351 $18,686,506 ========== ========= ========= ========= ========= ========= ========= =========== The accompanying notes are an integral part of these financial statements.
2 SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1997
Wells Fargo Institutional Trust Company ------------------------------------------------------------------------------------------ Short- S & P 500 Growth Asset Money SOCO Intermediate International Stock Stock Allocation Market Stock Term Equity Fund Fund Fund Fund Fund Fund Fund ----------- ----------- ----------- ----------- ------------ ------------ ------------- ASSETS: Investments, at fair market value- S&P 500 Stock Fund $ 5,364,795 $ - $ - $ - $ - $ - $ - Growth Stock Fund - 5,050,851 - - - - - Asset Allocation Fund - - 4,538,476 - - - - Money Market Fund - - - 2,123,175 - - - Snyder Oil Corporation Stock Fund - - - - 1,501,432 - - Short-Intermediate Term Fund - - - - - 1,159,354 - International Equity Fund - - - - - - 804,769 Patina Stock Fund - - - - - - - Participant loans - - - - - - - ----------- ----------- ----------- ----------- ------------ ----------- ----------- Total assets 5,364,795 5,050,851 4,538,476 2,123,175 1,501,432 1,159,354 804,769 ----------- ----------- ----------- ----------- ------------ ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 5,364,795 $ 5,050,851 $ 4,538,476 $ 2,123,175 $ 1,501,432 $ 1,159,354 $ 804,769 =========== =========== =========== =========== =========== =========== =========== ------------------------------------- Patina Participant Stock Loan Fund Fund Total --------- ------------ ------------- ASSETS: Investments, at fair market value- S&P 500 Stock Fund $ - $ - $ 5,364,795 Growth Stock Fund - - 5,050,851 Asset Allocation Fund - - 4,538,476 Money Market Fund - - 2,123,175 Snyder Oil Corporation Stock Fund - - 1,501,432 Short-Intermediate Term Fund - - 1,159,354 International Equity Fund - - 804,769 Patina Stock Fund 90,781 - 90,781 Participant loans - 316,157 316,157 -------- --------- ----------- Total assets 90,781 316,157 20,949,790 -------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 90,781 $ 316,157 $20,949,790 ======== ========= =========== The accompanying notes are an integral part of these financial statements.
3 SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
Participant Directed Wells Fargo Institutional Trust Company ------------------------------------------------------------------------------------------- Short- S & P 500 Growth Asset Money SOCO Intermediate International Stock Stock Allocation Market Stock Term Equity Fund Fund Fund Fund Fund Fund Fund ------------ ----------- ---------- ---------- ---------- ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ - $ - $ - $ - $ - $ - $ - Net realized and unrealized appreciation (depreciation)in fair market value of investments - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- Contributions Employers - - - - - - - Participants - - - - - - - Other Credits Conversion in - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total additions - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total deductions - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS - - - - - - - TRANSFERS BETWEEN FUNDS (4,429,817) (3,747,000) (3,776,090) (1,845,856) (1,501,232) (999,703) (189,369) TRANSFERS TO PATINA FUND (934,978) (1,303,851) (762,386) (277,319) (200) (159,651) (615,400) NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 5,364,795 5,050,851 4,538,476 2,123,175 1,501,432 1,159,354 804,769 ---------- ---------- ---------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ - $ - $ - $ - $ - $ - $ - ========== ========== ========== ========== ========== ========== =========== Participant Directed Merrill Lynch Trust Company --------------------- ------------------------------------------------------------- Ret Patina Participant S & P 500 Capital Alliance Preservation Corporate Stock Loan Stock Index Class D Quasar Trust Bond Fund Fund Fund Fund Fund Fund Fund --------- ----------- ----------- ---------- ---------- ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ - $ - $ 255,075 $ 214,505 $ 115,479 $ 89,954 $ 143,912 Net realized and unrealized appreciation (depreciation) in fair market value of investments - - 1,001,084 (1,156) (181,246) - (199,024) --------- --------- ---------- ---------- ---------- ---------- ---------- - - 1,256,159 213,349 (65,767) 89,954 (55,112) --------- --------- ---------- ---------- ---------- ---------- ---------- Contributions Employers - - 190,293 86,944 70,136 36,619 88,908 Participants - - 341,898 148,866 112,654 304,697 111,599 Other Credits Conversion in - - 4,467,721 3,832,928 3,727,347 1,856,394 1,009,935 --------- --------- ---------- ---------- ---------- ---------- ---------- - - 4,999,912 4,068,738 3,910,137 2,197,710 1,210,442 --------- --------- ---------- ---------- ---------- ---------- ---------- Total additions - - 6,256,071 4,282,087 3,844,370 2,287,664 1,155,330 --------- --------- ---------- ---------- ---------- ---------- ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants - - 524,613 372,154 274,613 252,755 207,511 Total deductions - - 524,613 372,154 274,613 252,755 207,511 --------- --------- ---------- ---------- ---------- ---------- ---------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS - - 5,731,458 3,909,933 3,569,757 2,034,909 947,819 TRANSFERS BETWEEN FUNDS (4,344) (191,330) (170,024) (569,490) (542,898) (376,737) 527,227 TRANSFER TO PATINA FUND (86,437) (124,827) - - - - - NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 90,781 316,157 - - - - - --------- --------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ - $ - $5,561,434 $3,340,443 $3,026,859 $1,658,172 $1,475,046 ========= ========= ========== ========== ========== ========== ========== Participant Directed Merrill Lynch Trust Company ------------------------------------------------------------------------------------------ AIM SOCO Davis NY Global International Growth Participant Stock Venture Allocation Equity CLD Loan Cash Fund Fund Fund Fund Fund Fund Fund Total ---------- --------- ---------- ---------- ---------- ----------- --------- ---------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ 23,351 $ 21,390 $ 49,124 $ 7,051 $ 5,518 $ (2) $ 845 $ 926,202 Net realized and unrealized appreciation (depreciation) in fair market value of investments (361,100) 11,384 (68,222) 19,072 (51,936) - - 168,856 ---------- --------- --------- --------- --------- --------- --------- ----------- (337,749) 32,774 (19,098) 26,123 (46,418) (2) 845 1,095,058 ---------- --------- --------- --------- --------- --------- --------- ----------- Contributions Employers 75,906 150,512 58,026 52,315 131,983 - - 941,642 Participants 132,642 253,453 73,114 72,733 191,566 - - 1,743,222 Other Credits Conversion in 1,416,709 - - 189,370 - 219,595 - 16,719,999 ---------- --------- --------- --------- --------- --------- --------- ----------- 1,625,257 403,965 131,140 314,418 323,549 219,595 - 19,404,863 ---------- --------- --------- --------- --------- --------- --------- ----------- Total additions 1,287,508 436,739 112,042 340,541 277,131 219,593 845 20,499,921 ---------- --------- --------- --------- --------- --------- --------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants 75,691 53,590 14,711 4,357 15,426 19,500 (1,506) 1,813,415 Total deductions 75,691 53,590 14,711 4,357 15,426 19,500 (1,506) 1,813,415 ---------- --------- --------- --------- --------- --------- --------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 1,211,817 383,149 97,331 336,184 261,705 200,093 2,351 18,686,506 TRANSFERS BETWEEN FUNDS 16,332 537,647 390,887 121,848 112,398 (47,190) - (16,684,741) TRANSFER TO PATINA FUND - - - - - - - (4,265,049) NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - - - - - - - 20,949,790 ---------- --------- --------- --------- --------- --------- --------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $1,228,149 $ 920,796 $ 488,218 $ 458,032 $ 374,103 $ 152,903 $ 2,351 $18,686,506 ========== ========= ========= ========= ========= ========= ========= =========== The accompanying notes are an integral part of these financial statements.
4 SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed Wells Fargo Institutional Trust Company ------------------------------------------------------------------------------------------- Short- S & P 500 Growth Asset Money SOCO Intermediate International Stock Stock Allocation Market Stock Term Equity Fund Fund Fund Fund Fund Fund Fund ------------ ----------- ---------- ---------- ---------- ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ - $ - $ - $ 103,076 $ - $ - $ - Net realized and unrealized appreciation (depreciation)in fair market value of investments 1,139,609 229,961 816,245 - 103,146 83,402 1,507 ---------- ---------- ---------- ---------- ---------- ---------- ----------- 1,139,609 229,961 816,245 103,076 103,146 83,402 1,507 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Contributions Employers 171,280 200,866 148,823 99,669 72,986 41,736 30,640 Participants 500,778 438,702 416,173 126,203 134,366 86,887 77,084 ---------- ---------- ---------- ---------- ---------- ---------- ----------- 672,058 639,568 564,996 225,872 207,352 128,623 107,724 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total additions 1,811,667 869,529 1,381,241 328,948 310,498 212,025 109,231 ---------- ---------- ---------- ---------- ---------- ---------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants 489,760 453,146 414,099 234,259 87,887 179,335 118,200 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total deductions 489,760 453,146 414,099 234,259 87,887 179,335 118,200 ---------- ---------- ---------- ---------- ---------- ---------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 1,321,907 416,383 967,142 94,689 222,611 32,690 (8,969) TRANSFERS BETWEEN FUNDS 738,234 (526,426) (236,339) 413,261 (223,448) (202,682) (18,006) NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 3,304,654 5,160,894 3,807,673 1,615,225 1,502,269 1,329,346 831,744 ---------- ---------- ---------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $5,364,795 $5,050,851 $4,538,476 $2,123,175 $1,501,432 $1,159,354 $ 804,769 ========== ========== ========== ========== ========== ========== =========== -------------------------------------- Patina Participant Stock Loan Fund Fund Total ------------ ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ - $ 34,435 $ 137,511 Net realized and unrealized appreciation (depreciation) in fair market value of investments (21,129) - 2,352,741 ----------- ---------- ----------- (21,129) 34,435 2,490,252 ----------- ---------- ----------- Contributions Employers - - 766,000 Participants - - 1,780,193 ----------- ---------- ----------- - - 2,546,193 ----------- ---------- ----------- (21,129) 34,435 5,036,445 ----------- ---------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants 5,231 72,841 2,054,758 ----------- ---------- ----------- Total deductions 5,231 72,841 2,054,758 ----------- ---------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (26,360) (38,406) 2,981,687 TRANSFERS BETWEEN FUNDS (25,076) 80,482 - NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 142,217 274,081 17,968,103 ----------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 90,781 $ 316,157 $20,949,790 =========== ========== =========== The accompanying notes are an integral part of these financial statements.
5 SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996
Participant Directed ------------------------------------------------------------------------------------------- Short- S & P 500 Growth Asset Money SOCO Intermediate International Stock Stock Allocation Market Stock Term Equity Fund Fund Fund Fund Fund Fund Fund ------------ ----------- ---------- ---------- ---------- ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ - $ - $ - $ 70,230 $ - $ - $ - Net realized and unrealized appreciation (depreciation)in fair market value of investments 586,317 533,200 385,073 - 530,358 30,110 14,399 ---------- ---------- ---------- ---------- ---------- ---------- ----------- 586,317 533,200 385,073 70,230 530,358 30,110 14,399 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Contributions Employers 230,266 333,766 223,038 149,668 79,129 97,993 57,140 Participants 253,691 350,393 267,045 205,031 111,913 102,585 25,291 Transfer of Plan Assets 139,244 696,351 167,976 100,916 - 51,121 69,114 ---------- ---------- ---------- ---------- ---------- ---------- ----------- 623,201 1,380,510 658,059 455,615 191,042 251,699 151,545 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total additions 1,209,518 1,913,710 1,043,132 525,845 721,400 281,809 165,944 ---------- ---------- ---------- ---------- ---------- ---------- ----------- DEDUCTIONS FROM NET ASSET ATTRIBUTED TO: Distributions to participants 291,825 457,557 339,110 542,771 91,820 140,684 5,586 ---------- ---------- ---------- ---------- ---------- ---------- ----------- Total deductions 291,825 457,557 339,110 542,771 91,820 140,684 5,586 ---------- ---------- ---------- ---------- ---------- ---------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 917,693 1,456,153 704,022 (16,926) 629,580 141,125 160,358 TRANSFERS BETWEEN FUNDS (165,797) (59,562) (1,102,820) 364,711 296,228 (25,993) 671,386 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 2,552,758 3,764,303 4,206,471 1,267,440 576,461 1,214,214 - ---------- ---------- ---------- ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $3,304,654 $5,160,894 $3,807,673 $1,615,225 $1,502,269 $1,329,346 $ 831,744 ========== ========== ========== ========== ========== ========== =========== -------------------------------------- Patina Participant Stock Loan Fund Fund Total ------------ ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income- Interest and dividend income $ - $ 28,589 $ 98,819 Net realized and unrealized appreciation (depreciation)in fair market value of investments 38,518 - 2,117,975 ----------- ---------- ----------- 38,518 28,589 2,216,794 ----------- ---------- ----------- Contributions Employers - - 1,171,000 Participants - - 1,315,949 Transfer of Plan Assets 106,191 36,934 1,367,847 ----------- ---------- ----------- 106,191 36,934 3,854,796 ----------- ---------- ----------- 144,709 65,523 6,071,590 ----------- ---------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants 2,492 39,807 1,911,652 ----------- ---------- ----------- Total deductions 2,492 39,807 1,911,652 ----------- ---------- ----------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 142,217 25,716 4,159,938 TRANSFERS BETWEEN FUNDS - 21,847 - NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - 226,518 13,808,165 ----------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 142,217 $ 274,081 $17,968,103 =========== ========== =========== The accompanying notes are an integral part of these financial statements.
6 SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (1) DESCRIPTION OF THE PLAN ----------------------- The following description of the Snyder Oil Corporation Profit Sharing and Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. Effective May 5, 1999, Snyder Oil Corporation ("SOCO") merged with Santa Fe Energy Resources, Inc. ("Santa Fe") and the combined entity changed its name to Santa Fe Snyder Corporation ("SFS"). Immediately after the merger, the Snyder Oil Corporation Profit Sharing and Savings Plan assets were merged with the Santa Fe 401(k) Plan assets and SFS became the Plan Administrator for the combined plan. Prior to the merger, both Plan Agreements were reviewed by independent counsel to ensure that benefits were not reduced for the Plan participants. After the Plan merger, Putnam Investments became the investment manager, record-keeper and trustee for all Plan assets. Each share of SOCO stock held in the Plan was exchanged immediately after the merger for 2.05 shares of SFS stock, all mutual and collective trust funds were mapped to similar Putnam Funds and loan balances were transferred for all active participants. General - ------- The Plan is a defined contribution profit sharing and 401(k) savings plan adopted on January 1, 1983, for the benefit of eligible employees of SOCO. In 1996, the Plan was amended and restated to allow for more than one employer and to comply with the Small Business Job Protection Act of 1996. The Plan is administered by the Plan's advisory committee composed of three employees approved by the SOCO Board of Directors. Employees become eligible to participate in the Plan on the first entry date after the employee attains age 18 and completes four months of service. The entry dates for the Plan were January 1 and July 1. On May 19, 1998, the entry requirements of the Plan were amended to allow eligible employees to participate on the first January 1, April 1, July 1 or October 1 after completing three months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Prior to 1996, SOCO owned stock of DelMar Petroleum, Inc. ("DelMar"). During 1996, SOCO acquired the remaining outstanding stock of DelMar. Effective October 31, 1996, the assets of the DelMar 401(k), which was originally established January 13, 1992, were merged into the Plan. Patina Oil and Gas Corporation ("Patina"), a 74 percent owned SOCO affiliate and the successor entity to Gerrity Oil and Gas Corporation ("Gerrity"), adopted the Plan for the benefit of its eligible employees and effective August 16, 1996, the Gerrity 401(k) Plan assets were merged into the Plan. In October 1997, SOCO 7 sold its interest in Patina. As such, in January 1998, Plan assets of $4.3 million attributable to Patina employees were transferred out of the Plan to a separate plan to be administered by Patina. Prior to January 1998, Barclays Global Investors served as the Trustee of the Plan. Effective January 1998, SOCO designated Merrill Lynch Trust Company as the Trustee of the Plan upon their acquisition of Barclays Global Investors. The Plan allows participants several investment options in which to invest their individual and employer contribution accounts which can be changed at anytime throughout the year. Investment income is allocated to participants based upon the ratio of their participant account balance to the total participants' accounts in a manner defined by the Plan agreement. Participant Contributions - ------------------------- Subject to certain maximum limitations imposed by the Internal Revenue Code, a participant can elect to contribute to the Plan up to 15 percent of his or her annual pretax compensation. In 1998, the Plan was amended whereby a participant can change the applicable percentage or completely suspend his or her annual contributions effective at the beginning of any calendar year quarter in accordance with the Plan. The Plan also allows employees to "rollover" contributions from another qualified plan to the Plan. Employer Contributions - ---------------------- Employer contributions to the Plan are entirely discretionary and determined on an annual basis independently by the SOCO Board of Directors. Employer contributions are allocated to participants independently based upon annual compensation in a manner defined by the Plan agreement. Contributions are allocated in accordance with permitted disparity provisions of Internal Revenue Code Section 401(l) not to exceed the sum of 5.7 percent of the participant's eligible salary not exceeding the Federal Insurance Contributions Act (FICA) taxable wage base, as defined, and 11.4 percent of eligible salary in excess of the FICA taxable wage base, as defined. Eligible salary excludes overtime and bonuses. Effective with the merger on May 5, 1999, the SOCO Compensation Committee approved an interim Company contribution to the SOCO Plan whereby all active plan participants received a contribution equal to a minimum of seven percent of employee earnings through April 30, 1999. Vesting - ------- Participants are fully vested at all times in their individual contribution accounts. Vesting in Employer contribution accounts is based on years of service. A participant is 40 percent vested after two years, 80 percent after three years and 100 percent after four or more years of service. In addition, participants also become fully vested in their Employer contribution accounts upon reaching their normal retirement date as defined by the Plan, or upon death or total disability of the participant. Effective with the merger, all company contributions made on, or prior to, May 5, 1999, and any related earnings, became 100 percent vested. Investment Options - ------------------ Upon enrollment in the Plan, a participant may direct employee contributions in any of the investment options. 8 a. RET PRESERVATION TRUST FUND. Invests primarily in U.S. government obligations, investment contracts and other high-quality securities. Has low volatility and low earnings potential. b. CORPORATE BOND FUND. Invests in domestic and foreign fixed income securities generally rated at or below BBB by Standard & Poor's Rating Group. c. CAPITAL CLASS D FUND. Invests in a changing mix of stocks, bonds and cash equivalents. Aims for a high level of total return over the long term, consistent with reasonable risk. d. GLOBAL ALLOCATION FUND. Invests in a varying mix of U.S. and foreign equity, debt and money market securities in order to benefit from shifts in the relative performance of different capital markets. e. S&P 500 STOCK INDEX FUND. Invests in the companies included in the Standard & Poor's 500 Index. Aims to match the returns of that Index before fees and expenses. f. ALLIANCE QUASAR FUND. Invests in the stocks of small and medium-sized companies that the fund manager believes have potential for above-average, long-term capital appreciation. Has strong earnings potential accompanied by strong volatility potential. g. DAVIS NY VENTURE FUND. Invests in large capital stocks identified as being value priced with the potential for long-term growth. h. GROWTH CLD FUND. Invests in large capital securities that have been identified as having the potential of being undervalued at the market purchase price. i. SOCO STOCK FUND. Invests in Snyder Oil Corporation Stock. j. AIM INTERNATIONAL EQUITY FUND. Invests in stocks of large companies in foreign countries, including France, the United Kingdom, Germany and Japan. The fund return tracks the European Australia Far East (EAFE) Index and may fluctuate significantly in response to changes in currency rates as well as the factors that affect stock funds generally. Forfeitures - ----------- The nonvested amounts in a participant's Employer contribution account are forfeited to the Plan upon termination. Such forfeitures are allocated to the remaining participants based upon annual compensation in a manner defined by the Plan agreement. These forfeitures do not reduce the Employer contribution. Forfeitures of $44,661 and $77,615 were allocated to remaining participants for the years ended 1998 and 1997 respectively. Distributions - ------------- Distribution of the participant's entire account becomes due upon retirement, at or after age 55, or upon death or total disability. Such account balances may be distributed either in a lump-sum distribution or in installments, as described in the Plan agreement. Participants are entitled to receive the balance of their 9 individual contribution account plus their vested interest in their Employer contribution account upon termination of employment. Participants may make hardship withdrawals from their individual contribution account, subject to certain restrictions. Loans - ----- Participants may borrow from their fund accounts a minimum of $1,000 and a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment funds to the Participant loan fund. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. The loans are secured by the balance in the Participant's account and bear interest at a rate commensurate with local prevailing rates determined from time to time by the Plan administrator. Interest rates range from 8.5 percent to 11.75 percent. Principal and interest are paid through monthly payroll deductions. After the May 5, 1999 merger, loan balances were transferred for all active participants to Putnam Investments. Federal Income Taxes - -------------------- The Internal Revenue Service has determined and informed the Company by a letter dated October 28, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. Plan Termination - ---------------- Although it has expressed no intention to do so, the Employer may suspend or discontinue contributions under the Plan and have reserved the right to terminate the Plan subject to provisions of ERISA. In the event of full or partial termination of the Plan, participants will become fully vested in their individual and Employer contribution accounts and will be entitled to distributions of their entire accounts according to the Plan document and ERISA. However, though the Plan did not terminate, effective May 5, 1999, SOCO merged with Santa Fe and the combined entity changed its name to Santa Fe Snyder Corporation. Immediately after the merger, the SOCO Plan assets and Santa Fe Snyder Corporation became the Plan Administrator for the combined Plan. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for plan benefits during the reporting period. Actual results could differ from those estimates. Basis of Accounting - ------------------- The accompanying financial statements are prepared on the accrual basis of accounting. 10 Investments - ----------- The Plan's investments are held by and administered by the Trustee, and are recorded at fair market value as determined by market quotations. Investments are accounted for on the GAAP preferred trade date. Individual investments with a fair market value greater than five percent of total net assets available for plan benefits consisted of the following fair values:
December 31, ----------------------------------- 1998 1997 -------------- -------------- S & P 500 Stock Index Fund (S&P 500 Stock Fund) $ 5,561,434 $ 5,364,795 Capital Class D Fund (Asset Allocation Fund) 3,340,443 4,538,476 Alliance Quasar Fund (Growth Stock Fund) 3,026,859 5,050,851 Ret Preservation Trust Fund (Money Market Fund) 1,658,172 2,123,175 Corporate Bond Fund (Short-Intermediate Term Fund) 1,475,046 1,159,354 SOCO Stock Fund (SOCO Stock Fund) 1,228,149 1,501,432
The net realized and unrealized appreciation (depreciation) in fair value of investments included in the statements of changes in net assets available for plan benefits with fund information for the years ended December 31, 1998, 1997 and 1996, consisted of the following:
Net Appreciation (Depreciation) -------------------------------------------------------- 1998 1997 1996 --------------- -------------- -------------- Marketable equity securities $ 798,358 $ 1,371,077 $ 1,133,916 U.S. Government and corporate debt securities and bonds (199,024) 83,402 30,110 Capital Class D Fund (Asset Allocation Fund) (1,156) 816,245 385,073 Global Allocation Fund (68,222) - - Snyder Oil Corporation Stock Fund (361,100) 103,146 530,358 Patina Oil Corporation Stock Fund - (21,129) 38,518 --------------- --------------- -------------- Net realized and unrealized appreciation in fair value of investments $ 168,856 $ 2,352,741 $ 2,117,975 =============== ============== ==============
The Capital Class D Fund and Global Allocation Fund invests in a changing mix of stocks, bonds and money market securities. At December 31, 1998, the mix for the Capital Class D Fund was 63 percent in equity securities, 33 percent in bonds and four percent in money market securities compared to equity securities of 49 percent, bonds of 47 percent and money market securities of four percent for the Global Allocation Fund. From the financial information available, it is not possible to determine the net realized and unrealized appreciation (depreciation) in each type of investment (i.e., stocks). 11 In accordance with Department of Labor regulations, realized gains (losses) on Plan assets sold during the year are calculated as the excess of sales price over the fair market value of the assets at the beginning of the plan year in which the asset is sold. Cost of Administration - ---------------------- The Employer has paid for the majority of the expenses related to the administration of the Plan, but is not obligated to do so. The Employer will not require reimbursement for these expenses. Any such expenses not paid by the Employer shall be paid from the Plan assets. Administrative expenses for the Plan were $15,638 and $25,979 for 1998 and 1997, respectively. Distributions to be Paid - ------------------------ As discussed in Note 1, participants are entitled to receive the balance of their individual contribution account plus their vested interest in their employer contribution account upon termination, retirement or death. However, if their total vested balance exceeds $5,000 as defined in the Plan agreement, they may elect to continue to invest it through the Plan. Distributions that former employees are entitled to by fund at December 31, 1998 and 1997, are as follows:
December 31, ----------------------------------- 1998 1997 -------------- -------------- S&P 500 Stock Index Fund (S&P 500 Stock Fund) $ 2,125,913 $ 1,562,507 Capital Class D Fund (Asset Allocation Fund) 1,410,350 1,313,463 Alliance Quasar Fund (Growth Stock Fund) 1,189,876 1,460,326 Ret Preservation Trust Fund (Money Market Fund) 153,803 363,646 Corporate Bond Fund (Short-Intermediate Term Fund) 487,023 544,061 SOCO Stock Fund (SOCO Stock Fund) 193,205 264,939 Davis NY Venture Fund 157,347 - Global Allocation Fund 70,355 - AIM International Equity Fund (International Equity Fund) 62,143 44,107 Growth CLD Fund 90,046 - Patina Stock Fund - 662 -------------- -------------- $ 5,940,061 $ 5,553,711 ============== ==============
Distributions are deducted from Net Assets Available for Plan Benefits when paid. As such, no accrual is provided for distributions to be paid. 12 (3) RECONCILIATION TO FORM 5500 --------------------------- The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 1998 ---------------- Net assets available for benefits per the financial statements $ 18,686,506 Benefit obligations currently payable (19,141) ---------------- Net assets available for benefits per the Form 5500 $ 18,667,365 ================
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1998 ---------------- Benefits paid to participants per the financial statements $ 1,813,415 Add-Amounts currently payable at December 31, 1998 19,141 ---------------- Benefits paid to participants per the Form 5500 $ 1,832,556 ================
Amounts currently payable to or for the participants, dependents, and beneficiaries are recorded on the Form 5500 for benefit claims prior to December 31, 1998, but not yet paid as of that date. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN By /s/ Mark A. Jackson ------------------- Mark A. Jackson, Executive Vice President and Chief Financial Officer June 28, 1999 14 SCHEDULE I SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998 EIN: 75-2306158 Plan Number: 2-00597
(a) (b) (c) (d) (e) Identity of Description of Current Issue, Borrower Investment Cost Value - ------ ------------------------------------- -------------------------------- --------------- --------------- * Merrill Lynch Trust Company S & P 500 Stock Index Fund, $ 4,716,278 $ 5,561,434 $15.30 Net Asset Value * Merrill Lynch Trust Company Capital Class D Fund, 3,364,272 3,340,443 $34.36 Net Asset Value * Merrill Lynch Trust Company Alliance Quasar Fund, 3,249,016 3,026,859 $25.00 Net Asset Value * Merrill Lynch Trust Company Ret Preservation Trust Fund, 1,658,172 1,658,172 $1.00 Net Asset Value * Merrill Lynch Trust Company Corporate Bond Fund, 1,662,141 1,475,046 $6.96 Net Asset Value * Snyder Oil Corporation SOCO Stock Fund, 1,580,421 1,228,149 $.01 par value * Merrill Lynch Trust Company Davis NY Venture Fund, 904,579 920,796 $25.01 Net Asset Value * Merrill Lynch Trust Company Global Allocation Fund, 555,063 488,218 $12.60 Net Asset Value * Merrill Lynch Trust Company AIM International Equity Fund, 438,310 458,032 $18.61 Net Asset Value * Merrill Lynch Trust Company Growth CLD Fund, 422,849 374,103 $21.46 Net Asset Value * Participant Loans Loans to Participants, Interest Rates - 153,903 ranging from 8.5% to 11.75% * Merrill Lynch Trust Company Cash Fund 2,351 2,351 ------------ ------------ $ 18,553,452 $ 18,687,506 ============ ============ * Column (a) indicates each identified person/entity known to be a party-in-interest. This supplemental schedule lists assets held for investment purposes at December 31, 1998, as required by the Department of Labor Rules and Regulations for Reporting and Disclosure.
15 SCHEDULE II SNYDER OIL CORPORATION PROFIT SHARING AND SAVINGS PLAN ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 EIN: 75-2306158 Plan Number: 2-00597
Number Number of of Purchase Selling Cost of Net Identity of Party Involved Description of Asset Purchases Sales Price Price Asset Gain - ---------------------------- -------------------------------- --------- ------ ---------- ----------- ------------ ------------ INDIVIDUAL TRANSACTIONS: *Snyder Oil Corporation SOCO Stock Fund ($.01 par value) 1 $1,416,709 $ - $1,416,709 $ - *Merrill Lynch Trust Company Ret Preservation Trust Fund 1 1,856,394 - 1,856,394 - *Merrill Lynch Trust Company Capital Class D Fund 1 3,832,929 - 3,832,929 - *Merrill Lynch Trust Company S&P 500 Stock Index Fund 1 4,467,721 - 4,467,721 - *Merrill Lynch Trust Company Alliance Quasar Fund 1 3,727,347 - 3,727,347 - SERIES OF TRANSACTIONS: *Merrill Lynch Trust Company SOCO Stock Fund ($.01 par value) 52 1,702,159 - 1,702,159 - *Merrill Lynch Trust Company Ret Preservation Trust Fund 85 2,905,550 - 2,905,550 - *Merrill Lynch Trust Company Ret Preservation Trust Fund 42 - 1,247,378 1,247,378 - *Merrill Lynch Trust Company Capital Class D Fund 44 4,347,584 - 4,347,584 - *Merrill Lynch Trust Company Corporate Bond Fund 55 1,961,090 - 1,961,090 - *Merrill Lynch Trust Company S&P 500 Stock Index Fund 61 5,889,959 - 5,889,959 - *Merrill Lynch Trust Company S&P 500 Stock Index Fund 37 - 1,264,007 1,116,914 147,093 *Merrill Lynch Trust Company Alliance Quasar Fund 49 4,180,544 - 4,180,544 - * Indicates each identified person/entity known to be a party-in-interest for the year ended December 31, 1998. This supplemental schedule lists all individual transactions and series of transactions in excess of 5% of the Plan assests at the beginning of the year as required by the Department of Labor Rules and Regulations for Reporting and Disclosure.
16 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 21, 1999, included in this Form 11-K for the year ended December 31, 1998, into Santa Fe Snyder Corporation's previously filed Registration Statement No. 333-78265. ARTHUR ANDERSEN LLP Fort Worth, Texas June 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----