425

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

September 7, 2006
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:

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))

TABLE OF CONTENTS

Complaint Filed by Energy Partners, Ltd.

Amended Complaint Filed by ATS, Inc.

Item 8.01. Other Events.

On September 7, 2006, Energy Partners, Ltd. (“EPL”) filed a complaint for declaratory relief in the Delaware Court of Chancery seeking clarification of certain terms of the agreement and plan of merger (the “Merger Agreement”) with Stone Energy Corporation (“Stone”), dated as of June 22, 2006. A copy of the complaint is filed as Exhibit 99.1 to this Current Report on Form 8-K.

On September 11, 2006, ATS, Inc. (“ATS”) filed an amended complaint in the Delaware Court of Chancery challenging certain provisions in the Merger Agreement. The complaint names as defendants the directors of EPL, EPL and Stone. ATS had previously announced an all cash tender offer for EPL conditioned upon the termination of the Merger Agreement. A copy of the complaint is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Additional Information

STONE AND EPL HAVE FILED A JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING STONE, EPL AND THE ACQUISITION. A DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WILL BE SENT TO SECURITY HOLDERS OF STONE AND EPL SEEKING THEIR APPROVAL OF THE ACQUISITION.

The documents filed with the SEC by Stone may be obtained free of charge from Stone’s website at www.stoneenergy.com or by directing a request to: Stone Energy Corporation, 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, Attn: Kenneth H. Beer, (337) 237-0410. The documents filed with the SEC by EPL may be obtained free of charge from EPL’s website at www.eplweb.com or by directing a request to: Energy Partners, Ltd., 201 St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attn: Secretary, (504) 569-1875. Investors and security holders are urged to read the definitive joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed acquisition.

Stone, EPL and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Stone and EPL in connection with the acquisition. Information about the executive officers and directors of Stone and their direct or indirect interests, by security holdings or otherwise, in the acquisition will be set forth in the proxy statement/prospectus relating to the acquisition when it becomes available. Information about the executive officers and directors of EPL and their direct or indirect interests, by security holdings or otherwise, in the acquisition will be set forth in the proxy statement/prospectus relating to the acquisition when it becomes available.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits:

99.1	Complaint filed with the Delaware Court of Chancery on September 7, 2006 by Energy Partners, Ltd.
99.2	Amended Complaint filed with the Delaware Court of Chancery on September 11, 2006 by ATS, Inc.

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: September 12, 2006	By:	/s/ J. Kent Pierret
		J. Kent Pierret
		Senior Vice President,
		Chief Accounting Officer and
		Treasurer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Complaint filed with the Delaware Court of Chancery on September 7, 2006 by Energy Partners, Ltd.
99.2	Amended Complaint filed with the Delaware Court of Chancery on September 11, 2006 by ATS, Inc.

EX-99.1

EXHIBIT 99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

ENERGY PARTNERS, LTD., a	)
Delaware corporation,	)
	)
Plaintiff,	)
	)
v.	)	C.A. No.
	)
STONE ENERGY CORPORATION, a	)
Delaware corporation,	)
	)
Defendant.	)

COMPLAINT FOR DECLARATORY RELIEF

     Plaintiff Energy Partners, Ltd. (“Energy Partners”) hereby brings this action for declaratory relief against defendant Stone Energy Corporation (“Stone”). Plaintiff alleges, upon knowledge as to itself and its own acts and upon information and belief as to all other matters, as follows:

SUMMARY OF ACTION

     1. Energy Partners brings this action to obtain a declaration that Section 6.2(e) of the merger agreement dated as of June 22, 2006 by and among Energy Partners, Stone, and a wholly owned acquisition subsidiary of Energy Partners (the “Merger Agreement”) (i) does not prohibit the board of directors of Energy Partners (the “Board”) from fulfilling its fiduciary duty to inform itself regarding proposals made to acquire the company, including by speaking with and providing information to any potential acquiror; and (ii) does not prohibit Energy Partners from soliciting, initiating or encouraging from any person any inquiry, offer or proposal that could lead to a merger, consolidation or other type of acquisition of Energy Partners, including discussing an

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unsolicited proposal to acquire all of the outstanding stock of Energy Partners that was announced on August 28, 2006 by ATS Inc., an indirect wholly owned subsidiary of Woodside Petroleum Ltd.

THE PARTIES AND RELEVANT NON-PARTIES

     2. Plaintiff Energy Partners is a Delaware corporation with its principal place of business in New Orleans, Louisiana. Energy Partners is an independent oil and natural gas exploration and production company with current operations concentrated in the Gulf of Mexico.

     3. Defendant Stone is a Delaware corporation with its principal place of business in Lafayette, Louisiana. Stone is an independent oil and natural gas company engaged in the acquisition and subsequent exploration, development, operation and production of oil and natural gas properties located, among other places, in the Gulf of Mexico and the Rocky Mountain region.

     4. Non-party Woodside Petroleum Ltd. (together with its wholly owned subsidiary ATS Inc., “Woodside”) is a listed Australian oil and gas exploration and production company with both Australian and international operations.

THE ENERGY PARTNERS – STONE MERGER AGREEMENT

     5. The Merger Agreement provides that Stone will merge with and into a wholly owned subsidiary of Energy Partners (the “Merger”).

     6. Article VI of the Merger Agreement, entitled “Conduct of Business Pending the Merger,” addresses the conduct of Stone’s and Energy Partners’ businesses pending the closing of the Merger. Section 6.1 of the Merger Agreement (“Section 6.1”) is entitled “Conduct of Business by Target Pending the Merger” and generally requires Stone to “conduct its business in the ordinary course consistent with past practice.”

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Section 6.1 then lists nineteen specific actions that Stone is prohibited from taking pending the Merger.

     7. Section 6.2 of the Merger Agreement (“Section 6.2”) is entitled “Conduct of Business by Parent Pending the Merger” and lists actions that Energy Partners is prohibited from taking pending the closing of the Merger. Section 6.2(e) is a general catch-all provision that prohibits Energy Partners from taking actions in the ordinary course of business that would materially impair the consummation of the Merger.

Section 6.2(e) provides:

6.2 Conduct of Business by [Energy Partners] Pending the Merger. Except as expressly permitted or required by this Agreement, prior to the Effective Time, neither [Energy Partners] nor any of its Subsidiaries, without the prior written consent of [Stone], shall:

(e) knowingly take, or agree to commit to take, any action that would or would reasonably be expected to result in the failure of a condition set forth in Section 8.1, 8.2, or 8.3 or (b) at, or as of any time prior to, the Effective Time, or that would reasonably be expected to materially impair the ability of [Stone], [Energy Partners], Merger Sub or the holders of [Stone] Common Shares to consummate the Merger in accordance with the terms hereof or materially delay such consummation.

     8. Neither Section 6.1 nor Section 6.2 identify as a prohibited action the soliciting, initiating or encouraging from any person any inquiry, offer or proposal that is reasonably likely to lead to a merger, consolidation or other type of acquisition of Stone or Energy Partners. Nothing in Section 6.2(e) prohibits the Energy Partners board from fulfilling its fiduciary duty to inform itself regarding proposals made to acquire the company, including by speaking with and providing information to any potential acquirer. Nothing in Section 6.2(e) prohibits Energy Partners from soliciting, initiating or encouraging from any person any inquiry, offer or proposal that could lead to a merger, consolidation or other type of acquisition of Energy Partners, including

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discussing an unsolicited proposal to acquire all of the outstanding stock of Energy Partners that was announced on August 28, 2006 by ATS Inc., an indirect wholly owned subsidiary of Woodside Petroleum Ltd. Indeed, Article VI of the Merger Agreement does not contain any restriction of any type that would limit or prevent Stone or Energy Partners from soliciting, considering, discussing, entering into or consummating acquisition proposals.

     9. Article VII of the Merger Agreement, entitled “Additional Agreements,” explicitly addresses acquisition proposals from third parties. Section 7.2 of the Merger Agreement (“Section 7.2”) is entitled “Acquisition Proposals” and sets forth a detailed no-shop provision that prohibits Stone from soliciting, initiating or encouraging from any person any inquiry, offer or proposal that is reasonably likely to lead to a merger, consolidation or other type of acquisition of Stone (the “Stone No-Shop Provision”). The Stone No-Shop Provision contains a “fiduciary out” to consider and discuss an unsolicited acquisition proposal for Stone if the Stone board of directors determines in good faith that consideration of an unsolicited acquisition proposal is necessary to comply with their fiduciary duties and other criteria listed in Section 7.2(a) are satisfied.

     10. Article VII of the Merger Agreement does not contain similar no-shop and fiduciary out provisions applicable to Energy Partners. Article VII of the Merger Agreement is silent as to any restrictions on Energy Partners from exploring strategic alternatives, including soliciting, considering, or discussing acquisition proposals for Energy Partners from third parties.

     11. During the negotiation of the Merger Agreement, Stone specifically requested that Energy Partners agree to a no-shop provision mirroring Section 7.2.

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Energy Partners refused, Stone accepted that position and the Merger Agreement as executed does not contain any such provision.

THE WOODSIDE ACQUISITION PROPOSAL

     12. On August 28, 2006, Woodside made a tender offer for the outstanding shares of common stock of Energy Partners (the “Woodside Tender Offer”). Among other things, Woodside disclosed its belief that Section 6.2(e) of the Merger Agreement prohibits Energy Partners from soliciting, initiating or encouraging from any person any inquiry, offer or proposal that is reasonably likely to lead to a merger, consolidation or other type of acquisition of Energy Partners, including discussing the Woodside Tender Offer with Woodside.

     13. Energy Partners has advised Stone that Energy Partners believes the Woodside interpretation is (i) inconsistent with the plain language of Section 6.2(e) and the Merger Agreement as a whole and (ii) conflicts with the negotiating history and the parties’ intent. Energy Partners asked Stone to confirm that it agreed with Energy Partners’ interpretation. Stone has informed Energy Partners that its does not agree with Energy Partners’ reading of Section 6.2(e) and the Merger Agreement.

COUNT I

Declaratory Judgment – Section 6.2(e) of the Merger Agreement

     14. Energy Partners repeats and realleges the allegations set forth above as if fully set forth herein.

     15. An actual and justiciable legal controversy exists as to whether Section 6.2(e) of the Merger Agreement prohibits Energy Partners from exploring strategic alternatives, including but not limited to discussing unsolicited acquisition proposals with third parties.

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     16. Energy Partners is entitled to a declaration that the Merger Agreement does not prohibit Energy Partners from (i) fulfilling its fiduciary duties by speaking with parties making proposals or expressions of interest to acquire Energy Partners, or (ii) from soliciting, initiating or encouraging from any person any inquiry, offer or proposal that is reasonably likely to lead to a merger, consolidation or other type of acquisition of Energy Partners, including discussing with third parties unsolicited acquisition proposals.

     17. Energy Partners lacks an adequate remedy at law.

     WHEREFORE, Energy Partners respectfully requests that this Court enter an order:

          a. declaring that the Merger Agreement does not prohibit Energy Partners from soliciting, initiating or encouraging from any person any inquiry, offer or proposal that is reasonably likely to lead to a merger, consolidation or other type of acquisition of Energy Partners, including discussing with third parties unsolicited acquisition proposals;

          b. awarding Energy Partners its costs and disbursements in this action, including reasonable attorneys’ and experts’ fees; and

          c. granting Energy Partners such other and further relief as this Court may deem just and proper.

	/s/ Kevin G. Abrams
Of Counsel:	Kevin G. Abrams (#2375)
	J. Travis Laster (#3514)
Cahill Gordon & Reindel LLP	Matthew F. Davis (#4696)
80 Pine Street	Abrams & Laster LLP
New York, New York 10005	Brandywine Plaza West
(212) 701-3000	1521 Concord Pike, Suite 303
	Wilmington, Delaware 19803
Wachtell, Lipton, Rosen & Katz	(302) 778-1000
51 West 52nd Street

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New York, New York 10019	Attorneys for Energy Partners, Ltd.
(212) 403-1000

Dated: September 7, 2006

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EX-99.2

EXHIBIT 99.2

EFiled: Sep 11 2006 9:43 AM EDT
Transaction ID 12318239

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

ATS, INC., a Delaware corporation,		:
		:
	Plaintiff,	:
		:
v.		:
		:
RICHARD A. BACHMANN, JOHN C.		:
BUMGARNER, JR., JERRY D. CARLISLE,		:
HAROLD D. CARTER, ENOCH L.		:	C.A. No. 2374-N
DAWKINS, NORMAN C. FRANCIS,		:
ROBERT D. GERSHEN, PHILLIP A. GOBE,		:
WILLIAM R. HERRIN, JR., WILLIAM O.		:
HILTZ, JOHN G. PHILLIPS, ENERGY		:
PARTNERS, LTD., a Delaware corporation,		:
and STONE ENERGY CORPORATION, a		:
Delaware corporation,		:
		:
	Defendants.	:

AMENDED COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF

     Plaintiff ATS, Inc. (“ATS”), by and through its undersigned attorneys, as and for its Amended Complaint against Defendants Richard A. Bachmann, John C. Bumgarner, Jr., Jerry D. Carlisle, Harold D. Carter, Enoch L. Dawkins, Norman C. Francis, Robert D. Gershen, Phillip A. Gobe, William R. Herrin, Jr., William O. Hiltz, John G. Phillips, Energy Partners, Ltd. (“EPL”) and Stone Energy Corporation (“Stone”), alleges, upon knowledge as to its own acts and upon information and belief with respect to all other allegations herein, as follows:

INTRODUCTION

     1. On August 28, 2006, ATS publicly announced that it had made a proposal to acquire EPL for a price of $23.00 per share in cash, and further announced its intention to commence a tender offer for all of the outstanding shares of EPL stock at $23.00 per share in

cash (the “ATS Tender Offer”). This represents a 25% premium over the market price for EPL’s shares as of the close of trading on the New York Stock Exchange on August 25, 2006.

     2. Both the proposal and the ATS Tender Offer are conditioned on the termination of a June 22, 2006 agreement between EPL and Stone, pursuant to which EPL agreed to acquire all of Stone’s outstanding shares of stock for a combination of cash and stock (the “Merger Agreement”).

     3. The Merger Agreement contains a number of unlawful termination fee provisions that require EPL to pay Stone a termination fee of approximately 10% of EPL’s market capitalization as of the close of trading on the New York Stock Exchange on June 22, 2006 (if the EPL/Stone Merger is not consummated due to a third-party proposal to acquire EPL, such as the ATS Tender Offer).

     4. By the express terms of the Merger Agreement, these provisions were considered by the parties to “constitute full settlement of any and all liabilities of [EPL] for damages under this agreement in respect of a termination of this Agreement.” (Emphasis added). In other words, these provisions were considered by the parties to comprise liquidated damages provisions. However, given the unreasonable and punitive nature of the amount to be paid by EPL to Stone pursuant to these provisions, they amount to an invalid penalty that violates Delaware law and public policy, and should be declared void.

     5. In addition to the excessive termination fee provisions, the Merger Agreement contains a “non-impairment” provision that, as construed by Stone, impermissibly restricts the EPL board’s exercise of its fiduciary duties by prohibiting the EPL board from informing itself about a third-party proposal, or even withdrawing or modifying its

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recommendation in favor of the Merger Agreement due to a third-party proposal, such as the ATS Tender Offer.

     6. On September 7, EPL filed a complaint against its merger partner, Stone, asking the Court to declare that the non-impairment provision does not prohibit the EPL board of directors from, among other things, informing itself about the terms of the ATS Tender Offer. Specifically, in its complaint, EPL alleges that ATS, in its tender offer documents, disclosed its belief that the non-impairment provision prohibits EPL from discussing the ATS Tender Offer with ATS or its parent company. EPL further alleges that it advised Stone that ATS’s interpretation of the non-impairment provision is inconsistent with the plain language of the merger agreement as a whole, and conflicts with the negotiating history and the parties’ intent. Stone allegedly disagrees with EPL’s interpretation of Section 6.2(e).

     7. By agreeing to the unlawful provisions described above, the members of the EPL board of directors breached their fiduciary duties owed to EPL stockholders.

     8. Under the terms of the ATS Tender Offer, in certain circumstances, if Plaintiff obtains a final, non-appealable judgment on the merits invalidating one or both of the unlawful termination fee provisions in the Merger Agreement, Plaintiff will pay additional consideration to EPL stockholders. Specifically, if the Termination Damages Fee (defined below) is invalidated, Plaintiff will pay an additional $0.50 per share in cash. If the Plains Termination Fee (defined below) is invalidated, Plaintiff will also pay an additional $0.50 per share in cash. Thus, if both of these unlawful provisions are invalidated, Plaintiff will pay an additional $1.00 per share in cash — for a total of $24.00 per share — to EPL

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stockholders whose shares have been accepted for payment in connection with the ATS Tender Offer.

     9. ATS also intends to solicit consents from other EPL stockholders to remove EPL’s board of directors. Pursuant to 8 Del. C. § 228, EPL shareholders can achieve this goal by obtaining the written consent of a majority of the outstanding voting shares. In its bylaws, however, EPL has purported to modify this statutory right by imposing a supermajority voting requirement on any actions taken by written consent, This bylaw violates Section 228 of the DGCL, and is invalid under Delaware law. As a result, Defendants’ public statements concerning the purported supermajority voting requirement necessary for EPL stockholders to act by written consent are false and misleading.

     10. For these reasons, and as explained further below, Plaintiff seeks declaratory and injunctive relief, and (among other things) respectfully requests that the Court invalidate the unlawful termination fee/damages provisions and “non-impairment” provision in the Merger Agreement. In addition, Plaintiff respectfully requests the Court to invalidate the bylaw purporting to modify the EPL stockholders’ statutory right to act by majority written consent.

THE PARTIES

          11. Plaintiff ATS, a holder of EPL stock, is a Delaware corporation with its principal place of business in Covington, Louisiana.

          12. Defendant EPL is a Delaware corporation with its principal place of business in New Orleans, Louisiana.

          13. Defendant Richard A. Bachmann is Chairman and Chief Executive Officer of EPL. Defendants John C. Bumgarner, Jr., Jerry D. Carlisle, Harold D. Carter, Enoch L. Dawkins, Norman C. Francis, Robert D. Gershen, Phillip A. Gobe, William R. Herrin, Jr.,

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William O. Hiltz, and John G. Phillips are also members of the EPL board of directors (together with Bachman, the “Individual Defendants”).

     14. Defendant Stone is a Delaware corporation with its principal place of business in Lafayette, Louisiana.

FACTUAL BACKGROUND

The Merger Agreement

     15. On April 23, 2006, Stone entered into a transaction with a company called Plains Exploration & Production Company (“Plains”), pursuant to which Plains would acquire Stone in an all-stock transaction (the “Plains Agreement”). Pursuant to the Plains Agreement, Stone committed itself to pay Plains a break-up fee of $43.5 million in the event it terminated the Plains Agreement due to a superior acquisition proposal.

     16. On June 15, 2006, EPL submitted a formal offer to acquire Stone for $52 (in cash and stock) for each share of Stone stock. Stone’s board of directors determined that EPL’s offer was a superior acquisition proposal, and terminated the Plains Agreement in order to pursue a merger with EPL.

     17. These discussions led to the Merger Agreement, which was entered into by EPL and Stone on June 22, 2006.

     18. Thereafter, on August 25, 2006, EPL announced that it had set August 28, 2006 as the record date to determine the stockholders entitled to vote at the meeting at which EPL stockholders will vote whether to approve the Merger Agreement.

The ATS Tender Offer

     19. On August 28, 2006, ATS publicly announced its intention to commence the ATS Tender Offer, which is conditioned on the termination of the Merger Agreement. The ATS Tender Offer commenced on August 31, 2006. Under the terms of the ATS Tender

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Offer, ATS has offered to acquire all of the outstanding shares of EPL stock at $23.00 per share in cash, representing a 25% premium over the market price for EPL’s shares as of the close of trading on the New York Stock Exchange on August 25, 2006.

     20. Under the terms of the ATS Tender Offer, in certain circumstances, if Plaintiff obtains a final, non-appealable judgment on the merits invalidating certain unlawful provisions in the Merger Agreement, Plaintiff will pay additional consideration to EPL stockholders. Specifically, if the Termination Damages Fee (defined below) is invalidated, Plaintiff will pay an additional $0.50 per share in cash. If the Plains Termination Fee (defined below) is invalidated, Plaintiff will also pay an additional $0.50 per share in cash. Thus, if both of these unlawful provisions are invalidated, Plaintiff will pay an additional $1.00 per share in cash — for a total of $24.00 per share — to EPL stockholders whose shares have been accepted for payment in connection with the ATS Tender Offer.

     21. If Plaintiff obtains any such judgment that is not final, EPL stockholders whose shares have been accepted for payment in connection with the ATS Tender Offer will be granted a non-transferable contractual right to receive the amounts specified above if and when the judgment becomes final and non-appealable.

The Unlawful Termination Fee Provisions in the Merger Agreement

     22. As explained further below, in order to force EPL stockholders to vote in favor of the Merger Agreement, EPL and Stone agreed to unprecedented and per se invalid contract provisions that require EPL to pay a penalty worth approximately 10% of EPL’s market capitalization on June 22, 2006, if the Merger Agreement is terminated or voted down by EPL stockholders in deference to a higher-valued offer, such as the ATS Tender Offer.

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     23. Pursuant to the Merger Agreement, EPL agreed to make a payment to Stone of $43.5 million to pay the break-up fee Stone owed to Plains (the “Plains Termination Fee”). (Merger Agreement § 7.23) On June 22, 2006, the date EPL and Stone entered into the Merger Agreement, EPL paid Plains $43.5 million on behalf of Stone. (Energy/Stone Form S-4 Registration Statement of July 21, 2006 (“Form S-4”), at 68)

     24. As stated by EPL, Stone has committed to reimburse EPL for the Plains Termination Fee in only “limited circumstances” (Form S-4, at 70) — i.e., if Stone is in material breach of the Merger Agreement, or in certain situations in which Stone’s board of directors or stockholders take action, resulting in the termination of the Merger Agreement.

     25. Thus, EPL will forfeit the $43.5 million Plains Termination Fee if EPL’s board changes its recommendation about the Merger Agreement, or if the EPL stockholders fail to approve the Merger Agreement, thereby enabling EPL to pursue a more favorable third-party proposal, such as the ATS Tender Offer.

     26. In addition to the Plains Termination Fee, Sections 10.2(g) and (h) of the Merger Agreement provide that EPL must pay Stone a fee of $25.6 million if EPL’s board of directors withdraws or changes its recommendation in favor of the Merger Agreement, or if EPL’s stockholders do not approve the merger in response to a third-party proposal, such as the ATS Tender Offer, and EPL thereafter enters into such a transaction within a specified time period (the “Termination Damages Fee”).

     27. Both the Plains Termination Fee and the Termination Damages Fee constitute funds that will be paid by EPL or Stone under certain situations if the Merger Agreement is terminated. As set forth in Section 10.2 of the Merger Agreement, payment made by EPL pursuant to these provisions “shall constitute full settlement of any and all

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liabilities of [EPL] for damages under this Agreement in respect of a termination of this Agreement.” Thus, the parties to the Merger Agreement considered the Plains Termination Fee and the Termination Damages Fee to be liquidated damages provisions.

     28. Considered separately, the Plains Termination Fee and the Termination Damages Fee each constitutes an excessive and invalid penalty. On June 22, 2006, EPL’s market capitalization was approximately $690,950,987. Therefore, the Plains Termination Fee and the Termination Damages Fee represent approximately 3.7% and 6.3%, respectively, of EPL’s value on the date EPL entered into the Merger Agreement.

     29. Combined, the Plains Termination Fee and the Termination Damages Fee amount to $69.1 million, or a penalty of approximately 10% of EPL’s market capitalization as of the close of trading on the New York Stock Exchange on June 22, 2006, the date EPL and Stone entered into the Merger Agreement.

     30. These grossly excessive damages provisions are improperly coercive, because they are designed to dissuade EPL stockholders from considering more valuable alternative proposals, such as the ATS Tender Offer, and to coerce EPL stockholders to vote in favor of the Merger Agreement.

     31. These damages provisions are also preventing stockholders from receiving an even more lucrative offer for their EPL shares. As described above, the ATS Tender Offer includes an additional contingent payment of $0.50 per share if either the Termination Damages Fee or the Plains Termination Fee is invalidated. Thus, if one of these unlawful provisions is invalidated, Plaintiff will pay an additional $0.50 per share in cash, for a total of $23.50 per share. If both provisions are invalidated, Plaintiff will pay an additional $1.00 per share in cash, for a total of $24.00 per share. By agreeing to these damages provisions —

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which amount to approximately 10% of EPL’s value — EPL has potentially deprived EPL’s stockholders of the opportunity to receive additional consideration per share in an acquisition by Plaintiff.

     32. These damages provisions are per se invalid, amount to improper penalties, and were agreed to by the Individual Defendants in breach of their fiduciary duties. As a result, they should be declared void under both Delaware law and public policy.

The Unlawful Non-Impairment Provision in the Merger Agreement

     33. In addition to the unlawful termination fee provisions described above, the EPL board of directors also agreed to a provision in the Merger Agreement that may be interpreted to prohibit EPL from taking any action that could impair the consummation of the Merger Agreement (the “Non-Impairment Clause”). Pursuant to Section 6.2 of the Merger
Agreement, EPL cannot, without Stone’s written consent:

   knowingly take, or agree to commit to take, any action that would or would reasonably be expected to result in the failure of a condition [to consummation of the merger]... or that would reasonably be expected to materially impair the ability of [Stone, EPL, the EPL merger subsidiary] or the holders of [Stone] Common Shares to consummate the Merger in accordance with the terms hereof or materially delay such consummation[.]

(Merger Agreement § 6.2(e) (emphasis added))

     34. In Section 7.13(b) of the Merger Agreement, EPL has agreed to commit to a stockholder vote on the Merger Agreement, whether or not the EPL board of directors determines to withdraw or change its recommendation in favor of the Merger Agreement. To this end, EPL has agreed to “take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders” for the purpose of securing EPL stockholder approval of the Merger Agreement. (Merger Agreement § 7.13 (b)) EPL also has agreed to distribute a proxy to its stockholders, solicit proxies in favor of the Merger

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Agreement, and “cooperate and consult” with Stone with respect to each of these matters. (Id.)

     35. The Non-Impairment Clause is so broadly drafted that it may be interpreted as to prevent the EPL board from even informing itself (through discussions, the exchange of confidential information or otherwise) about a potential or actual third-party offer, such as the ATS Tender Offer. Indeed, Stone has interpreted the Non-Impairment Clause to operate this way. Similarly, under Stone’s construction of the Non-Impairment Clause, the EPL board’s ability to change or withdraw its recommendation under Section 7.13(b) may be restricted, because doing so might “reasonably be expected to materially impair the ability of [Stone] ... to consummate” the Merger Agreement.

     36. Stone’s interpretation of the Non-Impairment Clause renders it per se invalid under Delaware law and public policy, because the EPL board cannot lawfully agree to abandon its fiduciary duties to EPL stockholders in the manner described above. In addition, Stone’s construction of the Non-Impairment Clause is unlawful because it impermissibly restricts the EPL board’s ability to inform itself and facilitate proposed combinations with EPL, such as the ATS Offer. As a result, the Non-Impairment Clause (as construed by Stone) is designed to deprive the EPL stockholders of information concerning such proposed combinations and of the independent recommendation of the EPL board of directors. The intended, and likely effect of the Non-Impairment Clause (as construed by Stone) is therefore to limit the ability of EPL stockholders to make an informed decision with respect to the ATS Tender Offer and the Merger Agreement. Like the unlawful termination provisions, the Non-Impairment Clause (as construed by Stone) thus coerces EPL stockholders to vote in favor of the Merger Agreement.

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The Unlawful Bylaw Provision

          37. Under Section 228 of the DGCL, stockholders have the right to act immediately by majority written consent. This statutory right may be modified or eliminated only by a company’s certificate of incorporation. Bylaws that purport to abrogate the exercise of this right are invalid.

          38. EPL’s certificate of incorporation does not contain any modification or restriction on the ability of EPL stockholders to act by written consent.

          39. However, Section 2.9 of EPL’s bylaws purports to impose a supermajority requirement on any actions taken by written consent. Specifically, Section 2,9 provides in pertinent part that:

     Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of shares of capital stock having not less than the greater of (i) the minimum number of votes that would be necessary to authorize or take the action at a meeting at which the holders of all shares entitled to be voted thereon were present and voted or (ii) 85% of the total number of votes of the then outstanding shares of capital stock of the Corporation entitled to vote, and delivered to the Corporation in accordance with Section 228(a) of the DGCL.

(Bylaws § 2.9 (emphasis added))

          40. This bylaw abrogates the EPL stockholders’ statutory right to act by majority written consent, and is therefore invalid.

          41. On July 21, 2006, EPL and Stone filed the Form S-4 recommending their respective stockholders to vote in favor of the merger. The Form S-4 includes a comparison of stockholder rights of EPL and Stone before and after the merger. The comparison contains a false and misleading statement about the ability of EPL stockholders to act by majority written consent, noting incorrectly that EPL stockholders may act by written

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consent only “if the greater of (i) the number of stockholders necessary to authorize the action or (ii) 85% of the total outstanding shares consent in writing.” (Form S-4, at 123)

          42. ATS intends to solicit consents for the removal of EPL’s directors and the election of new directors. Misleading statements in public filings about the EPL’s stockholders’ right to act by written consent are likely to cause confusion among EPL’s stockholders.

Irreparable Harm

          43. Defendants’ improper conduct will irreparably harm EPL stockholders by preventing them from receiving a more lucrative offer for their EPL stock. Moreover, Defendants’ false and misleading statements regarding the ability of the stockholders to act on written consent, and the onerous and unlawful termination fee provisions in the Merger Agreement challenged herein, will unduly impede the EPL stockholders’ ability to fairly evaluate the ATS Tender Offer and coerce the EPL stockholders into voting in favor of the Merger Agreement. The actions of Defendants constitute a breach of fiduciary duty owed to EPL stockholders. The resulting injury to Plaintiff and other EPL stockholders is not compensable in monetary damages and, therefore, Plaintiff has no adequate remedy at law.

COUNT I: UNLAWFUL AND PER SE INVALID MERGER PROVISIONS

          44. Plaintiff repeats and realleges each of the foregoing allegations as if fully set forth herein.

          45. Defendants have entered into a Merger Agreement that contains provisions that violate Delaware law and public policy.

          46. The Plains Termination Fee and the Termination Damages Fee collectively require EPL to pay Stone an amount that equals approximately 10% of EPL’s

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market capitalization as of June 22, 2006 (if the EPL/Stone merger is not consummated due to a third-party proposal to acquire EPL, such as the ATS Tender Offer).

          47. Section 10.2 of the Merger Agreement states that these excessive payments “shall constitute full settlement of any and all liabilities of [EPL] for damages under this agreement in respect of a termination of this Agreement.” (Emphasis added).

          48. Considered separately or combined, the Plains Termination Fee and the Termination Damages Fee are unlawful, unconscionable, and punitive liquidated damages provisions, and are designed to coerce stockholders into voting in favor of the Merger Agreement, and to preclude more lucrative offers for their shares.

          49. As a result, these provisions should be declared invalid and unenforceable under both Delaware law and public policy.

          50. In addition, the Non-Impairment Clause, as construed by Stone, prohibits the EPL board from informing itself about potential or actual third-party offers, including the ATS Tender Offer. The Non-Impairment Clause, as construed by Stone, also appears to restrict the EPL board’s ability to change or withdraw its recommendation to stockholders regarding the Merger Agreement.

          51. As such, the Non-Impairment Clause is per se invalid because the EPL board cannot lawfully agree to restrict the exercise of its fiduciary duties in the manner described above.

          52. Moreover, the Non-Impairment Clause (as construed by Stone) also unlawfully deprives the EPL stockholders of information concerning proposed combinations with third parties and of the independent recommendation of the EPL board of directors, and coerces stockholders into voting in favor of the Merger Agreement.

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          53. Accordingly, the Non-Impairment Clause (as construed by Stone) should be declared invalid and unenforceable under both Delaware law and public policy.

          54. Plaintiff has no adequate remedy at law.

COUNT II: VIOLATION OF 8 Del. C. § 228

          55. Plaintiffs repeat and reallege each of the foregoing allegations as if fully set forth herein.

          56. Under 8 Del. C. § 228, shareholders of Delaware companies may validly take corporate action through written consents signed by a majority of the outstanding voting shares. This default statutory right may only be modified by the certificate of incorporation.

          57. EPL’s certificate of incorporation does not place any restriction on this default statutory right. However, Section 2.9 of EPL’s bylaws contains an invalid provision purporting to restrict the right of EPL stockholders to act by written consent. Specifically, Section 2.9 of EPL’s bylaws attempt to impermissibly modify the default statutory standard by imposing a supermajority requirement on the ability of EPL stockholders to act by written consent.

          58. Section 2.9 is therefore invalid, and does not change the default standard under 8 Del. C. § 228 that permits stockholders to act by majority written consent.

          59. Section 2.9 should be declared invalid and unenforceable by the Court.

          60. Plaintiff has no adequate remedy at law.

COUNT III: BREACH OF FIDUCIARY DUTY

          61. Plaintiff repeats and realleges each of the foregoing allegations as if fully set forth herein.

          62. By virtue of their positions as directors of EPL, the Individual Defendants owe fiduciary duties of care, loyalty and good faith to EPL and its stockholders. This

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requires the Individual Defendants to, among other things, conduct the affairs of EPL with due care; base material decisions on adequate information and deliberation; not put self-interests and personal considerations, or any personal considerations, ahead of the interests of EPL’s stockholders; to act in good faith (by, among other things, not violating any laws or consciously and intentionally disregarding duties); and to communicate with stockholders with forthrightness and candor.

          63. The Individual Defendants’ decision, on behalf of EPL, to enter into a Merger Agreement containing unlawful termination fee and other lock-up provisions is a violation of their fiduciary duties. In particular, the Plains Termination Fee and the Termination Damages Fee are unlawful and unreasonable termination fees that are designed to coerce stockholders into voting in favor of the Merger Agreement, and to preclude more lucrative offers for their shares. The Non-Impairment Clause, as construed by Stone, is an impermissible restriction of the EPL board’s ability to exercise its fiduciary duties, and is designed to prevent the EPL stockholders from making informed decisions concerning the Merger Agreement and the ATS Tender Offer and to coerce them into voting in favor of the Merger Agreement.

          64. By engaging in the foregoing conduct, the Individual Defendants have breached their fiduciary duties by, among other things, failing to act in the interest of EPL’s stockholders.

          65. Unless enjoined by this Court, the Individual Defendants will continue to breach their fiduciary duties, and violate Delaware law and public policy, to the detriment of EPL and its stockholders, including ATS.

          66. Plaintiff has no adequate remedy at law.

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COUNT IV: BREACH OF FIDUCIARY DUTY (Duty of Disclosure)

          67. Plaintiffs repeat and reallege each of the foregoing allegations as if fully set forth herein.

          68. As explained above, by virtue of their positions as directors of EPL, the Individual Defendants owe fiduciary duties of care, loyalty and good faith to EPL and its stockholders. Subsumed within these duties is the duty of disclosure, which requires the Individual Defendants to communicate with EPL stockholders with complete forthrightness and candor.

          69. The Individual Defendants have made a number of false and misleading disclosures in violation of their duty of disclosure. In particular, the Individual Defendants have made materially false and misleading statements regarding the ability of EPL stockholders to act by written consent, which serve to confuse and mislead EPL stockholders.

          70. Plaintiffs have no adequate remedy at law.

COUNT V: AIDING AND ABETTING BREACH OF FIDUCIARY DUTY

          71. Plaintiff repeats and realleges each of the foregoing allegations as if fully set forth herein.

          72. The Individual Defendants have breached their fiduciary duties to EPL and its stockholders.

          73. Stone has aided and abetted the Individual Defendants in their breaches of fiduciary duty. As a direct participant in the Merger Agreement, Stone was aware of the Individual Defendants’ breaches of fiduciary duty, and in fact actively and knowingly encouraged and participated in said breaches in order to obtain the substantial financial benefits that the Merger Agreement would provide it at the expense of EPL’s stockholders.

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          74. Plaintiff has no adequate remedy at law.

REQUEST FOR RELIEF

WHEREFORE, Plaintiff respectfully requests that this Court:

          A. Declare and decree that the unlawful damages provisions (i.e., the Plains Termination Fee and the Termination Breakup Fee) are unlawful and invalid, null and void, and of no further effect;

          B. Temporarily, preliminarily and permanently enjoin EPL, Stone, and their respective employees, agents and all persons acting on their behalf from taking further steps or any actions with respect to the unlawful damages provisions (i.e., the Plains Termination Fee and the Termination Breakup Fee) or any other unlawful provisions of the Merger Agreement;

          C. Require Stone to return the $43.5 million Plains Termination Fee to EPL upon invalidation of the provisions in the Merger Agreement concerning the Plains Termination Fee, or in the event the Merger Agreement is terminated or rejected by EPL stockholders;

          D. Declare and decree that the unlawful damages provisions were approved in breach of the fiduciary duties of the Individual Defendants and that each of these provisions is unlawful and invalid, null and void, and of no further effect;

          E. Declare and decree that Section 6.2(e) of the Merger Agreement, as construed by Stone, is unlawful and invalid, null and void, and of no further effect;

          F. Declare and decree that Section 6.2(e) of the Merger Agreement, as construed by Stone was approved in breach of the fiduciary duties of the Individual Defendants and that each of these provisions is unlawful and invalid, null and void, and of no further effect;

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          G. Declare and decree that the Merger Agreement does not prohibit EPL from soliciting, initiating or encouraging from any person any inquiry, offer or proposal that is reasonably likely to lead to a merger, consolidation or other type of acquisition of EPL, including discussing with third parties unsolicited acquisition proposals;

          H. Declare and decree that EPL’s bylaw purporting to impose a supermajority voting requirement on the EPL stockholders’ statutory right to act by written majority consent is unlawful and invalid, null and void, and of no further effect;

          I. Temporarily, preliminarily and permanently enjoin EPL from convening and holding a special meeting for its stockholders for the purpose of obtaining their approval of the Merger Agreement (if full and fair information is not provided to stockholders, and the unlawful termination fee provisions and bylaw are not invalidated), in part on the grounds that Defendants’ actions have prevented EPL stockholders from making a fully informed decision about whether to accept or reject the Merger Agreement;

          J. Temporarily, preliminarily and permanently enjoin Stone and its employees, agents and all persons acting on its behalf, from aiding and abetting the Individual Defendants’ breach of their fiduciary duties to EPL and its stockholders, including with respect to the unlawful termination fee and non-impairment provisions in the Merger Agreement;

          K. Grant such other and further relief as the Court may deem just and proper, including the costs and disbursements of this action and reasonable attorneys’ fees.

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Dated: September 11, 2006

          /s/ Edward P. Welch

Edward P. Welch (I.D. No. 671)

Edward B. Micheletti (I.D. No. 3794)

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

One Rodney Square

P.O. Box 636

Wilmington, Delaware 19899-0636

(302) 651 - 3000

Attorneys for Plaintiff ATS, Inc.

OF THE NEW YORK BAR:

Jay B. Kasner
Scott D. Musoff
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, NY 10036
(212) 735-3000

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EFiled: Sep 11 2006 9:43 AM EDT
Transaction ID 12318239

CERTIFICATE OF SERVICE

     I, Edward P. Welch, hereby certify that on September 11, 2006 Plaintiff’s Motion to Consolidate, Amended Complaint and letter to The Honorable Donald F. Parsons, Jr. was served electronically upon the following counsel:

Thomas A, Mullen, Esquire
Bruce E. Jameson, Esquire
Prickett Jones & Elliott, P.A.
1310 King Street
P.O. Box 1328
Wilmington, DE 19899

Kevin G. Abrams, Esquire
Abrams & Laster LLP
Brandywine Plaza West
1521 Concord Pike, Suite 303
Wilmington, DE 19803

      /s/ Edward P. Welch

Edward P. Welch (I.D. No. 671)

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

One Rodney Square

P.O. Box 636

Wilmington, DE 19899

(302) 651 - 3000

Attorneys for Plaintiff ATS, Inc.