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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): November 8, 2000
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Basin Exploration, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-20125 84-1143307
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(Commission File Number) (I.R.S. Employer Identification No.)
1670 Broadway, Suite 2800, Denver, CO 80202
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(Address of Principal Executive Offices) (Zip Code)
(303) 685-8000
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Acquisition or Disposition of Assets
Basin Exploration, Inc. ("Basin") and Stone Energy Corporation
("Stone") entered into a definitive merger agreement (the "Merger
Agreement") dated as of October 28, 2000, to combine Basin and Stone in
a tax-free, stock-for-stock transaction. Under the Merger Agreement,
Partner Acquisition Corp., a direct, wholly-owned subsidiary of Stone,
will merge with and into Basin and in connection therewith, Basin
stockholders will receive 0.3974 shares of Stone for each Basin share
(the "Merger"). In addition, Stone will assume Basin's debt of
approximately $48 million . Immediately following the Merger, Stone's
stockholders will own approximately 71% of the combined company and
Basin's stockholders will own approximately 29%. The companies expect
the transaction to be completed in 2001. The Merger is conditioned upon
the approval of the stockholders of both companies, pooling of interest
accounting treatment and other customary terms. The Merger Agreement
contains potential $15 million break-up fees which would become payable
by either Basin or Stone, as applicable, in the event of certain
specified occurrences as set forth in Article VIII of the Merger
Agreement. As is more fully described in Section 6.01 of the Merger
Agreement, Basin is prohibited from directly or indirectly soliciting,
initiating or encouraging proposals or offers to acquire shares or
assets of Basin, and from negotiating or furnishing information to any
person with respect to any such proposal or offer, or take certain
other actions in connection therewith, except in the limited
circumstances described therein. Stockholders of Basin holding
approximately 14.6% of Basin's outstanding stock and stockholders of
Stone holding approximately 15.7% of Stone's outstanding stock have
entered into voting agreements, pursuant to which such stockholders
have agreed to vote for the Merger.
The Board of Directors of Basin and Stone each unanimously approved the
Merger and Merger Agreement and have agreed to recommend that their
stockholders vote in favor of the Merger. Goldman, Sachs & Co. acted as
the independent financial advisor to Basin and rendered their opinion
to the Board of Directors of Basin that the Merger is fair to the
stockholders of Basin from a financial point of view. Merrill Lynch &
Co. acted as the independent financial advisor to Stone and rendered
their opinion to the Board of Directors of Stone that the Merger is
fair to the stockholders of Stone from a financial point of view.
The combined company, to be called Stone Energy Corporation, will be
headquartered in Lafayette, LA.
The foregoing description of the Merger Agreement, the voting
agreements and the transactions contemplated thereby do not purport to
be complete and are qualified in their entirety by reference to the
Merger Agreement and the form of voting agreements, copies of which are
filed herewith as Exhibits 99.1, 99.2 and 99.3.
All stockholders should read the joint proxy statement/prospectus
concerning the Merger that will be filed with the SEC and mailed to
stockholders. The joint proxy statement/prospectus will contain
important information that stockholders
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should consider before making any decision regarding the Merger. You
will be able to obtain the joint proxy statement/prospectus, as well as
other filings containing information about Basin and Stone, without
charge, at the SEC's Internet site (http://www.sec.gov). Copies of the
joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus will
also be available, without charge, by contacting the Secretary of the
appropriate company.
Item 7. Financial Statements Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Agreement and Plan of Merger, dated as of October 28,
2000, by and among Stone Energy Corporation, a Delaware corporation,
Partner Acquisition Corp., a Delaware corporation and a direct,
wholly-owned subsidiary of Stone Energy Corporation, and Basin
Exploration, Inc., a Delaware corporation.
99.2 Form of Company Voting Agreement, by and among Stone
Energy Corporation, Basin Exploration, Inc. and certain stockholders of
Basin Exploration, Inc.
99.3 Form of Partner Voting Agreement, by and among Stone
Energy Corporation, Basin Exploration, Inc. and certain stockholders of
Stone Energy Corporation.
SIGNATURES
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 hereunto duly authorized.
Basin Exploration, Inc.
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(Registrant)
By: /s/ Neil L. Stenbuck
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Name: Neil L. Stenbuck
Title: Chief Financial Officer
Dated: November 8, 2000
