-----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, Uz1LhUVwHzg81U6a48+9Y/fLgN03+ItT2bwBjvp2AmWG9uUj5NufTEWIE1+4DwrE 7qex07QXVaIYaHbG2Woa2A== 0000950129-06-004582.txt : 20060501 0000950129-06-004582.hdr.sgml : 20060501 20060428194138 ACCESSION NUMBER: 0000950129-06-004582 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060424 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060428 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: 06791962 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 h35519e8vk.htm STONE ENERGY CORPORATION e8vk
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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
April 24, 2006
Date of report (Date of earliest event reported)
         
Commission File   Exact Name of Registrant as Specified in Its Charter; State of Incorporation;   IRS Employer
Number   Address of Principal Executive Offices; and Telephone Number   Identification Number
 
        
1-12074
  STONE ENERGY CORPORATION   72-1235413
 
  (a Delaware corporation)    
 
  625 E. Kaliste Saloom Road    
 
  Lafayette, Louisiana 70508    
 
  (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:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ 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))
 
 

 

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Item 8.01. Other Events
SIGNATURE

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Item 8.01. Other Events
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SIGNATURE
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Item 8.01. Other Events
     On April 23, 2006, Stone Energy Corporation (“Stone”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Plains Exploration and Production Company (“PXP”) and Plains Acquisition Corporation, a wholly-owned subsidiary of PXP (“Plains Acquisition”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Plains Acquisition will merge with and into Stone in a stock-for-stock transaction in which Stone will become a wholly-owned subsidiary of PXP. The closing of the transaction is anticipated to be completed in the third quarter of 2006. The Merger is subject to Stone’s stockholders approving the Merger and to PXP’s stockholders approving the issuance of shares of PXP stock to be used as merger consideration, and other customary closing conditions. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the description set forth in Item 1.01 of the Current Report filed on April 24, 2006, and the full text of the Merger Agreement which is filed as Exhibit 99.1 to such Current Report.
     Assuming completion of the Merger, PXP has announced that Stone’s Chief Financial Officer Kenneth H. Beer will join PXP as Executive Vice President and Chief Financial Officer. Mr. Beer, 48, has served as Senior Vice President and Chief Financial Officer of Stone since August 1, 2005. Previously, Mr. Beer was a partner at the investment banking firm of Johnson Rice & Company, where he served as director of research and a senior energy analyst for the firm since 1992.
     Mr. Beer owns 20,000 shares of Stone’s restricted stock and an option to purchase 30,000 shares of Stone’s common stock. Assuming completion of the Merger, his options will be repurchased by Stone immediately prior to completion of the Merger and his shares of restricted stock will be converted to PXP common stock.

 

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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 1, 2006
  By:   /s/J. Kent Pierret
 
       
 
      J. Kent Pierret
 
      Senior Vice President,
 
      Chief Accounting Officer and
 
      Treasurer

 

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