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): May 4, 2006
PLAINS EXPLORATION & PRODUCTION COMPANY
(Exact name of registrant as specified in charter)
| Delaware | 33-0430755 |
| ||
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||
001-31470
(Commission File No.)
700 Milam, Suite 3100
Houston, Texas 77002
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (713) 579-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
Item 7.01 Regulation FD Disclosure
On May 4, 2006, Plains Exploration & Production Company (PXP) issued a press release announcing first quarter 2006 results. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. Pursuant to Item 7.01 we are updating certain aspects of our previous guidance for 2006. The information presented herein under Item 2.02 and Item 7.01 shall not be deemed “filed” under the Securities Exchange Act 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.
Update of 2006 Guidance
The following guidance contains forward-looking information that is intended to be covered by the safe harbor “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. This guidance is based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and our future performance are both subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and estimates can or will be met. Any number of factors could cause actual results to differ materially from those discussed below. Please refer to our filings with the SEC, including our Form 10-K for the year ended December 31, 2005, for a discussion of the risks and uncertainties that may affect actual results. The estimates set forth below are given as of the date hereof only based on information available as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements.
The Company is updating certain estimates provided in its Forms 8-K filed on December 6, 2005, March 3, 2006 and March 10, 2006. All estimates other than those discussed below remain unchanged from those previously provided.
Capital Expenditures in 2006
The Company is increasing its estimate of total capital in 2006 on a “stand-alone” basis to $496 million of operational capital and $30 million of capitalized G&A and interest due to additional new prospect and/or appraisal drilling in the deepwater Gulf of Mexico not anticipated within previous guidance.
Item 8.01 Other Events
In connection with the proposed transaction with Stone Energy Corporation and to affect a Rule 425 filing, a copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(c) Exhibit 99.1 – Plains Exploration & Production Company press release dated May 4, 2006.
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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.
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| PLAINS EXPLORATION & PRODUCTION COMPANY |
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Date: May 4, 2006 |
| /s/ Cynthia A. Feeback |
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| Cynthia A. Feeback |
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| Vice President, Controller and Chief Accounting Officer |
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EXHIBIT INDEX
Exhibit 99.1 | Plains Exploration & Production Company press release dated May 4, 2006. |
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