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)
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DELAWARE 1-12074 72-1235413
(State or other jurisdiction (Commission File (I.R.S. employer
of incorporation or organization) Number) identification no.)
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625 E. KALISTE SALOOM ROAD
LAFAYETTE, LOUISIANA 70508
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (337) 237-0410
Item 5. OTHER EVENTS
Stone Energy Corporation (NYSE: SGY) and Basin Exploration, Inc. (NASDAQ:
BSNX) today announced the completion of their merger, which was announced on
October 30, 2000. Stockholders of both companies approved the merger at special
meetings of stockholders held earlier today. In connection with the approval of
the merger, stockholders of Stone Energy also approved a proposal to increase
the authorized shares of Stone common stock from 25 million shares to 100
million shares. Basin common stock will cease to be traded on the Nasdaq
National Market at the close of business today.
TERMS OF THE MERGER
In the merger, each share of Basin common stock will be converted into 0.3974 of
a share of Stone common stock. As a result, approximately 7.5 million Stone
common shares are expected to be issued, which will give Stone a total of
approximately 26 million shares outstanding. Former Basin stockholders are
expected to own approximately 29% of the combined company, while Stone
stockholders are expected to own approximately 71% of the combined company. The
transaction will be accounted for as a pooling of interests.
THE MERGED COMPANY
The combined company, to be called Stone Energy Corporation, will be
headquartered in Lafayette, LA. District offices will be located in Denver,
Houston and New Orleans. Estimated total proved reserves for the combined
company at December 31, 1999 totaled 597 billion cubic feet of gas equivalent
and were divided between the Gulf Coast Basin and the Rocky Mountains, 87% and
13%, respectively. In connection with the merger, Michael S. Smith, the chief
executive officer of Basin, has joined Stone's board of directors.
EXCHANGE AND TRANSMITTAL OF SHARES
Stone stockholders will retain their stock certificates. Record holders of Basin
common stock will be sent letters of transmittal and other instructions for
exchanging their stock certificates for certificates representing Stone Energy
common stock. Basin stockholders whose certificates are held by brokers will
receive the exchange of shares through their broker. Questions concerning this
process should be directed to the Exchange Agent, Mellon Investor Services, at
its toll free number (800) 777-3674.
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 and Rocky
Mountains. For additional information, contact James H. Prince, Chief Financial
Officer at 337-237-0410-phone, 337-237-0426-fax or via e-mail at
princejh@stone-energy.com.
Certain statements in this press release are forward-looking and are based
upon the Company's current belief as to the outcome and timing of future events.
All statements, other than statements of historical facts, that address
activities that the Company expects, projects, believes or anticipates will,
should or may occur in the future including future production of oil and gas,
future capital expenditures and drilling of wells are forward-looking
statements. Important factors that could cause actual results to differ
materially from those in the forward-looking statements herein include the
timing and extent of changes in commodity prices for oil and gas, operating
risks and other risk factors as described in the Company's Annual Report on Form
10-K as filed with the Securities and Exchange Commission. Should one or more of
these risks or uncertainties occur, or should underlying assumptions prove
incorrect, the Company's actual results and plans could differ materially from
those expressed in the forward-looking statements.
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
Date: February 1, 2001 By: /s/ James H. Prince
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James H. Prince
Chief Financial Officer