-----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, FN3L31lpQa/7Aeh826gAeVGXF3xPQseZpEzKVoLyGeFq3TTad6a7D9RumYYuLXiC M7Zfkw/2fXAoH1njjh5O1Q== 0000904080-99-000015.txt : 19990723 0000904080-99-000015.hdr.sgml : 19990723 ACCESSION NUMBER: 0000904080-99-000015 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990722 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-12074 FILM NUMBER: 99668402 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 10-K405/A 1 AMEMENDMENT TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-3 (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1998 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-12074 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) State of incorporation: Delaware I.R.S. Employer Identification No. 72-1235413 625 E. Kaliste Saloom Lafayette, Louisiana 70508 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (318) 237-0410 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, Par Value $.01 Per Share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [x] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $339,626,060 as of March 15, 1999 (based on the last reported sale price of such stock on the New York Stock Exchange Composite Tape). As of March 15, 1999, the registrant had outstanding 15,080,408 shares of Common Stock, par value $.01 per share. Document incorporated by reference: Proxy Statement of Stone Energy Corporation relating to the Annual Meeting of Stockholders to be held on May 11, 1999, which is incorporated into Part III of this Form 10-K. TABLE OF CONTENTS Page No PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 1 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 3. Exhibits: 3.1 -- Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-62362)). 3.2 -- Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-62362)). 4.1 -- Rights Agreement, with exhibits A, B and C thereto, dated as of October 15, 1998, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit4.1 to the Registrant's Registration Statement on Form 8-A (Registration No. 001-12074)). 4.2 -- Indenture between Stone Energy Corporation and Texas Commerce Bank, National Association dated as of September 19, 1997 (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 dated October 22, 1997(File No. 333-38425)). +10.1 -- Stone Energy Corporation 1993 Nonemployee Directors' Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-62362)). +10.2 -- Deferred Compensation and Disability Agreements between TSPC and D. Peter Canty dated July 16, 1981, and between TSPC and Joe R. Klutts and James H. Prince dated August 23, 1981 and September 20, 1981, respectively (incorporated by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-62362)). +10.3 -- Conveyances of Net Profits Interests in certain properties to D. Peter Canty and James H. Prince (incorporated by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-62362)). +10.4 -- Stone Energy Corporation 1993 Stock Option Plan (incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1 (Registration No. 33-62362)). +10.5 -- Stone Energy Corporation Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 011-12074)). 10.6 -- Third Amended and Restated Credit Agreement between the Registrant, the financial institutions named therein and NationsBank of Texas, N.A., as Agent, dated as of July 30, 1997 (incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997(File No. 001-12074)). +10.7 -- Deferred Compensation and Disability Agreement between TSPC and E. J. Louviere dated July 16, 1981 (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 011-12074)) . 10.8 -- Term Loan Agreement, dated November 30, 1995, between the Registrant and First National Bank of Commerce (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 011-12074)) . +10.9 -- Stone Energy Corporation 1993 Stock Option Plan, As Amended and Restated Effective as of May 15, 1997 (incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 001-12074)). 10.10 --First Amendment and Restatement of the Third Amended and Restated Credit Agreement between the Registrant, the financial institutions named therein and NationsBank of Texas, N.A., as Agent, dated as of March 31, 1998 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (File No. 001-12074)). 21.1 --Subsidiaries of the Registrant(incorporated by reference to Exhibit 21.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 011-12074 )). *23.1--Consent of Arthur Andersen LLP. *23.2--Consent of Atwater Consultants, Ltd. *23.3-- Consent of Cawley, Gillespie & Associates, Inc. *27.1-- Amended Financial Data Schedule - ------------ * Previously filed. + Identifies management contracts and compensatory plans or arrangements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act, as amended, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on the 22nd day of July, 1999. STONE ENERGY CORPORATION By: /s/ James H. Stone ------------------------ James H. Stone Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act, this Form 10-K/A has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/James H. Stone ------------------ James H. Stone Chief Executive Officer and July 22, 1999 Chairman of the Board (Principal Executive Officer) /s/ D. Peter Canty ------------------ D. Peter Canty President, Chief Operating Officer July 22, 1999 /s/ James H. Prince ----------------- James H. Prince Vice President, Chief Accounting July 22, 1999 Officer and Controller (Principal Accounting Officer) /s/ Joe R. Klutts ---------------- Joe R. Klutts Director and Vice Chairman of July 22, 1999 the Board /s/ David R. Voelker ------------------ David R. Voelker Director July 22, 1999 /s/ John P. Laborde ----------------- John P. Laborde Director July 22, 1999 /s/ Robert A. Bernhard --------------------- Robert A. Bernhard Director July 22, 1999 ----------------- Raymond B. Gary Director July 22, 1999 /s/ B.J. Duplantis ------------------ B. J. Duplantis Director July 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----