-----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, Cv9fJCVS4DEnPvFvpco9SgDlEy5R/ecCO7jAbmc9nimURDc/Jj2hnxC8gEqUxuvJ 9ZtdxlTlBvKs9CXkX7VfFQ== 0000904080-98-000013.txt : 19981019 0000904080-98-000013.hdr.sgml : 19981019 ACCESSION NUMBER: 0000904080-98-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981015 ITEM INFORMATION: FILED AS OF DATE: 19981016 SROS: NYSE 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: 98726472 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 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): October 15, 1998 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-12074 72-1235413 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 625 E. KALISTE SALOOM ROAD LAFAYETTE, LOUISIANA 70508 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (318) 237-0410 ITEM 5. OTHER EVENTS On October 9, 1998, the Board of Directors of Stone Energy Corporation (the "Company") authorized the issuance of one preferred share purchase right (a "Right") for each outstanding share of common stock, $.01 par value per share (the "Common Shares"), of the Company. The rights will be issued on October 26, 1998 (the "Record Date") to the holders of record of Common Shares on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the Company, at a price of $125.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of October 15, 1998 between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Detachment of Rights; Exercise. Initially, the Rights will attach to all Common Share certificates representing outstanding shares and no separate Right Certificate will be distributed. The Rights will separate from the Common Shares and a Distribution Date (as defined in the Rights Agreement) will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Voting Shares (as defined in the Rights Agreement) of the Company, or (ii) 10 business days following the commencement or announcement of an intention to commence a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person. Until the Distribution Date (or earlier redemption or expiration of the Rights) (i) the Rights will be evidenced, with respect to the Common Shares outstanding on October 26, 1998, by the certificates representing such Common Shares with a copy of the Summary of Rights to Purchase Preferred Shares included as Exhibit 4.4 hereto (the "Summary of Rights"), (ii) the Rights will be transferred with and only with the Common Shares, (iii) new Common Share certificates issued after October 26, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference, and (iv) the surrender for transfer of any certificates for Common Shares outstanding as of October 26, 1998, even without such notation or a copy of the Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the "Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will thereafter evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on September 30, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. If a person or group were to acquire 15% or more of the Voting Shares of the Company, each Right then outstanding (other than Rights beneficially owned by the Acquiring Person which would become null and void) would become a right to buy that number of Common Shares (or under 2 certain circumstances, the equivalent number of one one-thousandths of a Preferred Share) that at the time of such acquisition would have a market value of two times the Purchase Price of the Right. If, after a person or group were to acquire 15% or more of the Voting Shares of the Company, the Company were to be acquired in a merger or other business combination transaction or assets constituting more than 50% of its consolidated assets or producing more than 50% of its earning power or cash flow were sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the Purchase Price of the Right. Preferred Shares. The dividend and liquidation rights, and the non-redemption feature, of the Preferred Shares are designed so that the value of one one-thousandth of a Preferred Share purchasable upon exercise of each Right will approximate the value of one Common Share. The Preferred Shares issuable upon exercise of the Rights will be non-redeemable and rank junior to all other series of the Company's preferred stock. Each whole Preferred Share will be entitled to receive a quarterly preferential dividend in an amount per share equal to the greater of (i) $1.00 in cash, or (ii) in the aggregate, 1,000 times the dividend declared on the Common Shares. In the event of liquidation, the holders of the Preferred Shares will be entitled to receive a preferential liquidation payment equal to the greater of (i) $1,000 per share, or (ii) in the aggregate, 1,000 times the payment made on the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged for or changed into other stock or securities, cash or other property, each whole Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. Each whole Preferred Share shall be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company, and Preferred Shares shall generally vote together as one class with the Common Stock and any other capital stock on all matters submitted to a vote of stockholders of the Company. The offer and sale of the Preferred Shares issuable upon exercise of the Rights will be registered with the Securities and Exchange Commission and such registration will not be effective until the Rights become exercisable. Antidilution and Other Adjustments. The number of one one-thousandths of a Preferred Share or other securities or property issuable upon exercise of the Rights, and the Purchase Price payable, are subject to customary adjustments from time to time to prevent dilution. The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Exchange Option. At any time after the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Voting Shares of the Company and before the acquisition by a person or group of 50% or more of the outstanding Voting Shares of the Company, the Board of Directors may, at its option, issue Common Shares in 3 mandatory redemption of, and in exchange for, all or part of the then outstanding and exercisable Rights (other than Rights owned by such person or group which would become null and void) at an exchange ratio of one Common Share for each Right, subject to adjustment. Redemption of Rights. At any time prior to the first public announcement that a person or group has become the beneficial owner of 15% or more of the outstanding Voting Shares, the Board of Directors of the Company may redeem all but not less than all the then outstanding Rights at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. No Rights as Stockholder. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Amendment of Rights. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to extend the Final Expiration Date, and, provided a Distribution Date has not occurred, to extend the period during which the Rights may be redeemed, except that after the first public announcement that a person has become an Acquiring Person, no such amendment may materially and adversely affect the interests of the holders of the Rights. Furthermore, the Rights Agent must consent to any supplement or amendment which alters the Rights Agent's rights or duties under the Rights Agreement. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, form of Certificate of Designations of Junior Participating Preferred Stock, form of Right Certificate, and the form of the Summary of Rights, filed as exhibits hereto and incorporated by reference herein. In connection with the execution and delivery of the Rights Agreement, Stone issued the press release filed herewith as Exhibit 99. 4 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits as follows: 4.1 Rights Agreement, dated as of October 15, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, specifying the terms of the Rights, which includes the form of Certificate of Designation of Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the form of the Summary of Rights to Purchase Preferred Shares as Exhibit C.* 4.2 Form of Certificate of Designation of Junior Participating Preferred Stock (Exhibit A to the Rights Agreement filed as Exhibit 4.1 hereto) setting forth the terms of the Junior Participating Preferred Stock, par value $.01 per share.* 4.3 Form of Right Certificate (Exhibit B to the Rights Agreement filed as Exhibit 4.1 hereto). Pursuant to the Rights Agreement, printed Right Certificates will not be delivered until as soon as practicable after the Distribution Date.* 4.4 Form of Summary of Rights to Purchase Preferred Shares (Exhibit C to the Rights Agreement filed as Exhibit 4.1 hereto) which, together with certificates representing the outstanding Common Shares of the Company, shall represent the Rights prior to the Distribution Date.* 99 Press release, dated October 15, 1998. * Incorporated by reference to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 1998 (File No. 001-12074). All other items of this report are inapplicable. 5 SIGNATURE Pursuant to the requirements of Section 12 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. Dated: October 15, 1998 STONE ENERGY CORPORATION By: /s/ D. Peter Canty ___________________________ Name: D. Peter Canty Title: President 6 EXHIBIT INDEX Exhibit No. Description 4.1 Rights Agreement, dated as of October 15, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, specifying the terms of the Rights, which includes the form of Certificate of Designation of Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the form of the Summary of Rights to Purchase Preferred Shares as Exhibit C.* 4.2 Form of Certificate of Designation of Junior Participating Preferred Stock (Exhibit A to the Rights Agreement filed as Exhibit 4.1 hereto) setting forth the terms of the Junior Participating Preferred Stock, par value $.01 per share.* 4.3 Form of Right Certificate (Exhibit B to the Rights Agreement filed as Exhibit 4.1 hereto). Pursuant to the Rights Agreement, printed Right Certificates will not be delivered until as soon as practicable after the Distribution Date.* 4.4 Form of Summary of Rights to Purchase Preferred Shares (Exhibit C to the Rights Agreement filed as Exhibit 4.1 hereto) which, together with certificates representing the outstanding Common Shares of the Company, shall represent the Rights prior to the Distribution Date.* 99 Press release, dated October 15, 1998. * Incorporated by reference to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 1998 (File No. 001-12074). 7 EX-99 2 PRESS RELEASE REGARDING RIGHTS AGREEMENT EXHIBIT 99 FOR IMMEDIATE RELEASE STONE ENERGY CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN AND BYLAW AMENDMENTS Contact: October 15, 1998 Michael L. Finch Lafayette, Louisiana Chief Financial Officer NYSE:SGY (318)237-0410 Stone Energy Corporation ("the Company") announced that its Board of Directors (the "Board") has adopted a stockholder rights plan and certain bylaw amendments which are designed to improve the ability of the Board to protect and advance the interests of its stockholders in the event of a proposed takeover of the Company. The rights will be issued on October 26, 1998 to stockholders of record on that date, and will expire on September 30, 2008. The plan provides for the issuance of one right for each outstanding share of the Company's common stock. The rights would become exercisable only if a person or group (the "acquiring party") acquires 15% or more of the Company's outstanding voting stock or announces a tender or exchange offer that would result in ownership of 15% or more of its voting stock. In those circumstances, each right would entitle holders, other than the acquiring party, to purchase shares of the Company's common stock for a price equal to one-half of their market value. The Board may amend the plan at any time and may elect to redeem the rights prior to the acquisition of 15% or more of the Company's stock by an acquiring party. The plan includes other customary provisions which are intended to discourage an acquiring party from seeking control by other means, such as through a merger transaction. In addition to the adoption of the plan, the Board approved certain amendments to the Company's bylaws to give the Board more control in the event of a proposed takeover. The amendments include advance notice for stockholder proposals and director nominees, limitations on the calling of special meetings and an 80% voting requirement for the amendment of certain bylaws. The bylaw amendments were effective as of October 9, 1998. The stockholder rights plan is not being adopted in response to any pending takeover threat to the Company, nor is it intended to prevent a takeover on terms that are fair and in the best interests of the Company's stockholders. Since the rights may be redeemed by the Board under certain circumstances, their existence should not interfere with any merger or other business combination approved by the Board. The issuance of the rights does not in any way diminish the financial strength of the Company or interfere with its business plans. The issuance of the rights has no dilutive effect, will not affect reported earnings per share, and will not change the way its common stock is currently traded. Stone Energy is an independent oil and gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition, exploitation and operation of oil and gas properties located in the Gulf Coast Basin. -1- -----END PRIVACY-ENHANCED MESSAGE-----