-----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, IaqVmYRca7kig0LnhNEQ/IxorALF24gk1oHK7Sq10x0tI44h9veUcGfpdkAr4Rh8 fs0vHrRIY98yIMN4Wz6STQ== 0000904080-01-000006.txt : 20010208 0000904080-01-000006.hdr.sgml : 20010208 ACCESSION NUMBER: 0000904080-01-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010207 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONE ENERGY CORP CENTRAL INDEX KEY: 0000904080 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721235413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12074 FILM NUMBER: 1527559 BUSINESS ADDRESS: STREET 1: 625 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182370410 MAIL ADDRESS: STREET 1: 625 E KALISTLE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): February 1, 2001 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- Delaware 1-12074 72-1235413 (State or other jurisdiction (Commission file (I.R.S. employer of incorporation) number) identification no.) - -------------------------------------------------------------------------------- 625 E. Kaliste Saloom Road Lafayette, Louisiana 70508 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (337) 237-0410 Item 2. ACQUISITION OR DISPOSITION OF ASSETS On February 1, 2001, Partner Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Stone Energy Corporation, merged with and into Basin Exploration, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger dated as of October 28, 2000 by and among Stone, Basin and Partner Acquisition. Stockholders of Stone and Basin approved the merger at special meetings of stockholders held on February 1, 2001. In the merger, each issued and outstanding share of Basin common stock (other than any shares of Basin common stock held by Basin, Stone or their wholly-owned subsidiaries, which were cancelled and retired) was converted into the right to receive 0.3974 of a share of Stone common stock. Former Basin stockholders who would otherwise be entitled to receive fractional shares of Stone common stock instead are entitled to receive a cash payment for their fractional interests. The exchange ratio was determined through arm's length negotiations between the parties. Stone expects to issue approximately 7.5 million additional shares of Stone common stock in the merger, which would give Stone a total of approximately 26 million outstanding shares of common stock. The transaction was accounted for as a pooling of interests. A further description of the merger, including additional information pursuant to this Item 2, is contained in the merger agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the Joint Proxy Statement/Prospectus that is part of the Registration Statement on Form S-4 filed by Stone with the Securities and Exchange Commission ("SEC") on December 15, 2000 and declared effective by the SEC on December 22, 2000, which is incorporated herein by reference. Item 5. OTHER EVENTS In connection with the merger, on February 1, 2001, Stone's stockholders approved a proposal to amend Stone's Certificate of Incorporation to increase the authorized shares of Stone common stock from 25 million shares to 100 million shares and Stone filed a Certificate of Amendment of its Certificate of Incorporation with the Delaware Secretary of State, which Certificate of Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS a) Financial Statements of Business Acquired 1) The audited Consolidated Statements of Operations, Cash Flow and Changes in Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997, the audited Consolidated Balance Sheets as of December 31, 1999 and 1998, the accompanying Notes to Consolidated Financial Statements of Basin Exploration, Inc. and the Report of Independent Public Accountants are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference. 2) The unaudited Consolidated Statements of Operations, Cash Flow and Changes in Stockholders' Equity for the three- and nine-month periods ended September 30, 2000 and September 30, 1999, the unaudited Consolidated Balance Sheets as of September 30, 2000 and September 30, 1999 and the accompanying Notes to Consolidated Financial Statements of Basin Exploration, Inc. are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. b) Pro Forma Financial Information The Condensed Unaudited Pro Forma Combined Balance Sheet as of September 30, 2000, the Condensed Unaudited Pro Forma Combined Statements of Operations for the nine-month periods ended September 30, 2000 and September 30, 1999 and for the years ended December 31, 1999, December 31, 1998 and December 31, 1997, and the accompanying Notes to Condensed Unaudited Pro Forma Combined Financial Statements are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference. c) Exhibits 2.1- Agreement and Plan of Merger, dated as of October 28, 2000, by and among Stone Energy Corporation, Partner Acquisition Corp. and Basin Exploration, Inc. (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus contained in Stone's Registration Statement on Form S-4 (File No. 333-51968)). *4.1- Certificate of Amendment of Stone Energy Corporation's Certificate of Incorporation *23.1 - Consent of Arthur Andersen LLP 99.1 - Audited Financial Statements of Basin Exploration, Inc., including Report of Independent Public Accountants (incorporated by reference to Basin's Annual Report on Form 10-K for the year ended December 31, 1999, filed on March 29, 2000). 99.2 - Unaudited Financial Statements of Basin Exploration, Inc. (incorporated by reference to Basin's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed on November 14, 2000). 99.3 - Condensed Unaudited Pro Forma Combined Financial Statements of Stone Energy Corporation (incorporated by reference to the Joint Proxy Statement/Prospectus contained in Stone's Registration Statement on Form S-4 (File No. 333-51968)). * Filed herewith SIGNATURE 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 thereunto duly authorized. STONE ENERGY CORPORATION Dated: February 7, 2001 By: /s/James H. Prince ------------------ James H. Prince Chief Financial Officer EXHIBIT INDEX 2.1 - Agreement and Plan of Merger, dated as of October 28, 2000, by and among Stone Energy Corporation, Partner Acquisition Corp. and Basin Exploration, Inc. (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus contained in Stone's Registration Statement on Form S-4 (File No. 333-51968)). *4.1 - Certificate of Amendment of Stone Energy Corporation's Certificate of Incorporation *23.1 - Consent of Arthur Andersen LLP 99.1 - Audited Financial Statements of Basin Exploration, Inc., including Report of Independent Public Accountants (incorporated by reference to Basin's Annual Report on Form 10-K for the year ended December 31, 1999, filed on March 29, 2000). 99.2 - Unaudited Financial Statements of Basin Exploration, Inc. (incorporated by reference to Basin's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, filed on November 14, 2000). 99.3 - Condensed Unaudited Pro Forma Combined Financial Statements of Stone Energy Corporation (incorporated by reference to the Joint Proxy Statement/Prospectus contained in Stone's Registration Statement on Form S-4 (File No. 333-51968)). * Filed herewith EX-4 2 0002.txt AMENDMENT TO CERTIFICATE OF INCORPORATION EXHIBIT 4.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF STONE ENERGY CORPORATION Stone Energy Corporation (the "Company"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify, in accordance with Section 242 of the Delaware General Corporation Law: FIRST: That the Board of Directors of the Company duly adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of the Company, which Certificate of Incorporation was filed with the Secretary of State of Delaware on March 15, 1993, as amended by a Certificate of Amendment filed with the Secretary of State of Delaware on June 4, 1993, approving said amendment, declaring it to be advisable and recommending said amendment to the stockholders of the Company for approval thereof. The resolutions setting forth the proposed amendment are as follows: RESOLVED, that this Board of Directors hereby determines that it is desirable and in the best interests of the Company and its stockholders to amend the Company's Certificate of Incorporation, as amended, to increase the number of shares of authorized Common Stock (the "Certificate Amendment"); RESOLVED, that, pursuant to Section 242 of the Delaware General Corporation Law (the "DGCL"), and authority granted to and vested in the Board of Directors by the provisions of the Company's Certificate of Incorporation, as amended, the Board of Directors hereby approves the following proposed amendment to the Company's Certificate of Incorporation, as amended, and directs that such amendment be submitted to the stockholders of the Company for approval at the Special Meeting provided for in these resolutions in the form set forth below: "Resolved, that the first sentence of Article FOURTH of the Company's Certificate of Incorporation, as amended, be, and it hereby is, amended to read as follows: FOURTH: The total number of shares of capital stock of the corporation shall be 105,000,000, which shall consist of 5,000,000 shares of Preferred Stock, par value of $.01 per share, and 100,000,000 shares of Common Stock, par value of $.01 per share. " RESOLVED, that, if the stockholders shall have voted for the Certificate Amendment, the Authorized Officers of the Company be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to prepare, execute and file with the Secretary of State of the State of Delaware a certificate of amendment to the Certificate of Incorporation, as amended, in such form with such changes therein as the officers executing the same shall approve, the signature of such officers of the Company thereon to be conclusive evidence of the approval of such changes. SECOND: That at a special meeting of stockholders held on February 1, 2001, the foregoing amendment was duly approved by more than a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon, all in accordance with Section 242 of the Delaware General Corporation Law. IN WITNESS WHEREOF, the Company has caused this certificate to be signed by D. Peter Canty, its President and Chief Executive Officer, and attested by Andrew L. Gates, III, its Secretary, this 1st day of February, 2001. ATTEST: STONE ENERGY CORPORATION /s/ Andrew L. Gates III By: /s/ D. Peter Canty - ------------------------------- ------------------ Andrew L. Gates, III D. Peter Canty Secretary President and Chief Executive Officer EX-23 3 0003.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form 8-K of our report dated February 4, 2000, included in Basin Exploration, Inc.'s Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this Form 8-K. /s/ Arthur Andersen LLP Denver, Colorado February 6, 2001 -----END PRIVACY-ENHANCED MESSAGE-----