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) number) identification no.)
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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
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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