-----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, AlgvslY7gTEJC+UYA9VPDV1eub/NWARMSR9z4lOnhW2qNxdR2mHwZeCT+fOLbp6s JCi3CKyJ0TAIE77wz0Ad7Q== 0000904080-05-000042.txt : 20050524 0000904080-05-000042.hdr.sgml : 20050524 20050524142003 ACCESSION NUMBER: 0000904080-05-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050518 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 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: 1934 Act SEC FILE NUMBER: 001-12074 FILM NUMBER: 05854024 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 f8kjhpretirement5-05.htm FORM 8-K

 

 

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

May 18, 2005

Date of report (Date of earliest event reported)

 

STONE ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

1-12074

 

72-1235413

 

 

(State or Other

Jurisdiction of

Incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

 

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

 

 

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:

 

 

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

 

 

 

 

 

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

As discussed in Item 5.02 of this Form 8-K, on May 18, 2005, James H. Prince announced his resignation as Executive Vice President and Chief Financial Officer of the Company effective August 1, 2005. On May 21, 2005, Kenneth H. Beer accepted the appointment as Senior Vice President and Chief Financial Officer effective August 1, 2005, and we entered into a letter agreement with Mr. Beer on such date.

 

The letter agreement sets forth Mr. Beer’s salary, grants of restricted stock and stock options and other customary terms and provisions. A copy of the letter agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

 

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On May 18, 2005, James H. Prince announced his resignation as Executive Vice President and Chief Financial Officer of the Company effective August 1, 2005. On May 21, 2005, Kenneth H. Beer, 47, accepted the appointment as Senior Vice President and Chief Financial Officer effective August 1, 2005, and we entered into a letter agreement with Mr. Beer on such date. The letter agreement sets forth Mr. Beer’s salary, grants of restricted stock and stock options and other customary terms and provisions. A copy of the letter agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

 

Mr. Beer is currently a partner at the investment banking firm of Johnson Rice & Company, where he has served as director of research and a senior energy analyst for the firm since 1992. Johnson Rice & Company was an initial purchaser of Stone’s 6¾% Senior Subordinated Notes due 2014 in December 2004, for which it received customary fees.

 

Item 7.01.

Regulation FD Disclosure.

 

On May 23, 2005, we issued a press release announcing Mr. Prince’s retirement as Executive Vice President and Chief Financial Officer and Mr. Beer’s appointment as Senior Vice President and Chief Financial Officer. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

 

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

10.1

Letter Agreement dated May 19, 2005 between the Registrant and Kenneth H. Beer.

 

 

99.1

Press release dated May 23, 2005, “Stone Energy Corporation Announces the Retirement of James H. Prince and the Appointment of Kenneth H. Beer as Senior Vice President and CFO.”

 

-2-

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

STONE ENERGY CORPORATION

 

 

 

 

 

 

 

 

 

 

 

Date: May 24, 2005

 

By:

/s/ James H. Prince

 

 

 

 

James H. Prince

Executive Vice President and

Chief Financial Officer

 

 

 

 

 

 

 

 

-3-

 

 

 

EXHIBIT INDEX

 

Exhibit Number

Description

 

 

10.1

Letter Agreement dated May 19, 2005 between the Registrant and Kenneth H. Beer.

 

 

99.1

Press release dated May 23, 2005, “Stone Energy Corporation Announces the Retirement of James H. Prince and the Appointment of Kenneth H. Beer as Senior Vice President and CFO.”

 

 

 

 

 

-4-

 

 EX-10 2 f8kjhpretirementex10-1.htm EXHIBIT 10.1 - LETTER AGREEMENT - BEER Exhibit 10.1

 

 

Exhibit 10.1

 

 

May 19, 2005

 

 

Mr. Kenneth H. Beer

1424 Henry Clay Avenue

New Orleans, Louisiana 70118

 

Dear Ken:

 

This letter serves to confirm the offer of employment to you for the positions of Senior Vice President and Chief Financial Officer of Stone Energy Corporation (the “Company”).

 

The following represents the terms and conditions of this offer:

 

1.

Commencement date shall be on or before August 1, 2005.

 

 

2.

Your starting base salary will be $260,000.00 annually. You will also be eligible to participate in the Company’s annual incentive compensation plan, sometimes referred to as the bonus plan, with a targeted bonus opportunity of 100% of base salary but the exact amount to be determined by performance.

 

 

3.

As of August 1, 2005, you shall receive an award of 20,000 shares of the Company’s common stock in the form of restricted stock with restrictions lapsing one-third per year over three years, pursuant to the Company’s 2004 Amended and Restated Incentive Stock Plan.

 

 

4.

As of August 1, 2005, you shall receive a grant of 30,000 options to acquire shares of the Company’s common stock vesting twenty percent per year over five years, pursuant to the Company’s 2004 Amended and Restated Incentive Stock Plan

 

 

5.

It is contemplated that you shall be eligible to receive awards of restricted stock and grants of stock options annually after employment, subject to and based on performance as defined in the Company’s long-term incentive plan with actual amounts to range between 0.5 and 1.5 times the target depending on Company and individual performance. The target shall be 10,000 shares of restricted stock and stock options for 10,000 shares.

 

 

 

 

6.

You shall receive reimbursement for usual and reasonable business expenses, and the Company will provide relocation assistance and/or lodging for a period not to exceed eighteen months.

 

 

7.

You shall be entitled to two weeks of paid vacation for the remainder of 2005 and four weeks of paid vacation each calendar year thereafter pursuant to the Company’s vacation plan.

 

 

8.

You shall be entitled to participate in all other Company benefits, plans and programs available to employees of the Company, including 401(k) plan, medical, dental, disability and life insurance plans, vacation and sick leave plan, and annual incentive compensation plan, subject in each instance to applicable conditions and waiting periods.

 

You will also be eligible for certain severance benefits as set forth in the Company’s Change of Control Severance Plan for Officers.

 

The Company expressly reserves the right to discontinue or amend the nature or amount of any of its compensation or benefit plans, programs, policies and/or practices. Also, your employment at the Company will be on an “at will” basis, meaning that you or the Company may terminate this employment relationship at any time, with or without reason.

 

We are very pleased to make this offer of employment to you, and we look forward to your joining the Company. If the foregoing accurately reflects the basic terms and conditions upon which you would be willing to accept employment, please sign one copy of this letter and return it to Stone, to the attention of David H. Welch. Unless this letter is signed by you and a copy (by fax or otherwise) is received by Stone by 5:00 p.m. (central time) on May 27, 2005, this letter is withdrawn, void and without effect.

 

Very truly yours,

 

 

 

 

STONE ENERGY CORPORATION

 

 

 

 

 

/s/ David H. Welch

 

By:

David H. Welch

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 

Agreed to and accepted this 21st day of May, 2005.

 

/s/ Kenneth H. Beer

KENNETH H. BEER

 

 

 

 EX-99 3 f8kjhpretirementex99-1.htm EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1

 

 

Exhibit 99.1

 

STONE ENERGY CORPORATION

Announces the Retirement of James H. Prince and the Appointment of Kenneth H. Beer as Senior Vice President and CFO

 

LAFAYETTE, LA. May 23, 2005

 

Stone Energy Corporation (NYSE: SGY) announced today that Kenneth H. Beer will become its new Senior Vice President and CFO, effective August 1, 2005. The current Executive Vice President and CFO, James H. Prince, will retire on that day.

 

Mr. Prince has been an officer with Stone Energy since its incorporation in 1993. He has worked tirelessly first as the Vice President and CAO and most recently as Executive Vice President and CFO where he has coordinated several successful equity and debt offerings resulting in the raising of over $500 million in capital to finance the growth of Stone Energy. Mr. Prince was also instrumental in implementing the accounting procedures required by Sarbanes-Oxley. Mr. Prince has been planning his retirement for several years to provide for a less rigorous schedule and more time to devote to his personal life and family.

 

Mr. Beer, 47, joins Stone Energy after a distinguished career as an energy analyst. Mr. Beer is currently a partner at the investment banking firm of Johnson Rice & Company, where he serves as director of research and a senior energy analyst for the firm. Prior to joining Johnson Rice in 1992, he spent five years as an energy analyst and investment banker at Howard Weil Incorporated and prior to that, two years as an associate at the Boston Consulting Group. Mr. Beer received an A.B. degree in Economics from Dartmouth College in 1979 and an M.B.A from Stanford University in 1983.

 

David H. Welch, President and CEO, said, “We are fortunate to have attracted Ken Beer to Stone Energy. His extensive investment banking background and vast knowledge of the E&P energy sector will be important in providing the financial leadership for the future growth and profitability of our company. I am excited about the prospect of working with Ken as we go forward together.” Mr. Welch also said, “We congratulate Jim Prince for his leadership in helping to build Stone Energy as the premier independent oil and gas company that it is today and we wish him the best in his retirement.”

 

Stone Energy is an independent oil and gas company headquartered in Lafayette, Louisiana, and is engaged in the acquisition and subsequent exploration, development, operation and production of oil and gas properties located in the conventional shelf of the Gulf of Mexico (GOM), deep shelf of the GOM, deep water of the GOM, Rocky Mountain gas basins and Williston Basin oil. For additional information, please contact James H. Prince, Executive Vice President and Chief Financial Officer, at 337-237-0410-phone, 337-237-0426-fax or via e-mail at princejh@StoneEnergy.com.

 

Certain statements in this press release are forward-looking, and are based upon Stone Energy's current belief as to the outcome and timing of future events. All statements, other than statements of historical fact, that address activities that Stone Energy plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results, 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 Stone Energy'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, Stone Energy's actual results and plans could differ materially from those expressed in the forward-looking statements.

 

 

 

 

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