STONE ENERGY CORP
10-Q, 1997-08-11
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM 10-Q

                                   (Mark One)

 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

                  For the quarterly period ended June 30, 1997

                                       or

 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

                        For the transition period from to

                         Commission file number 1-12074

                                 ---------------

                            STONE ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                    72-1235413
  (State or other jurisdiction                        (I.R.S. employer
of incorporation or organization)                     identification no.)


     625 E. Kaliste Saloom Road
        Lafayette, Louisiana                               70508
(Address of principal executive offices)                 (Zip code)
                              

       Registrant's telephone number, including area code: (318) 237-0410

                                ---------------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes _X_ No ___

     As of August 6, 1997, there were 15,016,408 shares of the Registrant's
Common Stock, par value $.01 per share, outstanding.


<PAGE>   2



                                TABLE OF CONTENTS


                                                                          Page
                                                                          ----
                                     PART I

Item 1. Financial Statements:
          Condensed Consolidated Balance Sheet
            as of June 30, 1997 and December 31, 1996.................      1

          Condensed Consolidated Statement of Operations
            for the Three- and Six-Month Periods 
            Ended June 30, 1997 and 1996..............................      2

          Condensed Consolidated Statement of Cash Flows
            for the Six Months Ended June 30, 1997 and 1996...........      3

          Notes to Condensed Consolidated Financial Statements........      4

          Auditors' Review Report.....................................      7

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations.........................      8


                                     PART II

Item 4. Submission of Matters to a Vote of Security Holders...........      11

Item 5. Other Information..............................................     11

Item 6. Exhibits and Reports on Form 8-K...............................     12





                                       -i-

<PAGE>   3



                            STONE ENERGY CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (In thousands)

<TABLE>
<CAPTION>


                                                                            June 30,               December 31,
                                Assets                                         1997                    1996
                                                                        -----------------        -----------------
                                                                              (Unaudited)
<S>                                                                     <C>                      <C>
Current assets:
    Cash and cash equivalents....................................                 $10,396                   $9,864
    Marketable securities, at market.............................                  16,003                   10,331
    Accounts receivable..........................................                  11,443                   12,936
    Other current assets.........................................                     432                       94
                                                                        -----------------        -----------------
      Total current assets.......................................                  38,274                   33,225
Oil and gas properties, net:
    Proved.......................................................                 207,013                  167,562
    Unevaluated..................................................                   3,146                    3,834

Building and land, net...........................................                   3,606                    3,390
Other assets, net................................................                   1,517                    1,395
                                                                        -----------------        -----------------
      Total assets...............................................                $253,556                 $209,406
                                                                        =================        =================
                        Liabilities and Equity
Current liabilities - accounts payable and
    accrued liabilities..........................................                 $35,546                  $26,542
Long-term loans..................................................                  51,137                   26,172
Deferred tax liability...........................................                  15,264                   12,112
Other long-term liabilities......................................                   2,079                      139
                                                                        -----------------        -----------------
      Total liabilities..........................................                 104,026                   64,965
                                                                        -----------------        -----------------
Common stock.....................................................                     150                      150
Additional paid in capital.......................................                 118,502                  118,606
Retained earnings................................................                  30,878                   25,685
                                                                        -----------------        -----------------
      Total equity...............................................                 149,530                  144,441
                                                                        -----------------        -----------------
      Total liabilities and equity...............................                $253,556                 $209,406
                                                                        =================        =================
</TABLE>



                                       -1-

<PAGE>   4



                            STONE ENERGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                        Three Months Ended                          Six Months Ended
                                                             June 30,                                   June 30,
                                                  -------------------------------           ---------------------------------
                                                      1997               1996                   1997                 1996
                                                  ------------        -----------           ------------         ------------
<S>                                               <C>                 <C>                   <C>                  <C>
Revenues
  Oil and gas production.....................          $13,196            $13,704                $29,005              $28,391
  Overhead reimbursements
     and management fees.....................              131                189                    255                  365
  Other income...............................              335                510                    639                  740

                                                  ------------        -----------           ------------         ------------
         Total revenues......................           13,662             14,403                 29,899               29,496
                                                  ------------        -----------           ------------         ------------

Expenses
  Normal lease operating expenses............            2,458              1,986                  4,362                3,968
  Major maintenance expenses.................              403                  -                    486                  260
  Production taxes...........................              654                765                  1,499                1,511
  Depreciation, depletion and
    amortization.............................            5,851              5,314                 11,929               10,334
  Interest...................................              677                747                  1,103                1,537
  Salaries, general and administrative.......              868                810                  1,759                1,662
  Incentive compensation plan................              154                139                    316                  278
                                                  ------------        -----------           ------------         ------------
         Total expenses......................           11,065              9,761                 21,454               19,550
                                                  ------------        -----------           ------------         ------------
Net income before income taxes...............            2,597              4,642                  8,445                9,946
                                                  ------------        -----------           ------------         ------------
Provision for income taxes
  Current....................................              100                 61                    100                  122
   Deferred..................................              900              1,726                  3,152                3,707
                                                  ------------        -----------           ------------         ------------
                                                         1,000              1,787                  3,252                3,829
                                                  ------------        -----------           ------------         ------------
Net income                                              $1,597             $2,855                 $5,193               $6,117
                                                  ============        ===========           ============         ============
Earnings per common share (see Note 2):
   Net income per share .....................            $0.10              $0.24                  $0.33                $0.51
                                                  ============        ===========           ============         ============
   Net income per share assuming full dilution           $0.10              $0.24                  $0.33                $0.51
                                                  ============        ===========           ============         ============
   Average shares outstanding................           15,314             11,954                 15,312               11,954
                                                  ============        ===========           ============         ============
   Average shares outstanding assuming full
      dilution...............................           15,327             11,954                 15,327               11,954
                                                  ============        ===========           ============         ============
</TABLE>


                                       -2-

<PAGE>   5



                            STONE ENERGY CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                    Six Months Ended
                                                                                        June 30,
                                                                        -----------------------------------------
                                                                              1997                     1996
                                                                        -----------------        ----------------
<S>                                                                     <C>                      <C>
Cash flows from operating activities:
   Net income....................................................                  $5,193                  $6,117
      Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation, depletion and amortization...............                  11,929                  10,334
          Provision for deferred income taxes....................                   3,152                   3,707
                                                                        -----------------        ----------------
                                                                                   20,274                  20,158
            Increase in marketable securities....................                  (5,672)                 (5,760)
          (Increase) decrease in accounts receivable.............                   1,493                  (1,835)
          Increase in other current assets.......................                    (356)                    (28)
          Increase (decrease) in accrued liabilities.............                    (967)                    300
          Other..................................................                   1,942                     (16)

                                                                        -----------------        ----------------
Net cash provided by operating activities........................                  16,714                  12,819
                                                                        -----------------        ----------------
Cash flows from investing activities:
   Investment in oil and gas properties..........................                 (40,453)                (16,321)
  Building additions and renovations.............................                    (260)                      -
   Other asset additions.........................................                    (332)                   (191)
                                                                        -----------------        ----------------
Net cash used in investing activities............................                 (41,045)                (16,512)
                                                                        -----------------        ----------------
Cash flows from financing activities:
   Proceeds from borrowings......................................                  25,000                   9,000
   Repayment of debt.............................................                     (33)                 (4,034)
  Expenses for common stock offering.............................                    (104)                      -
  Exercise of stock options......................................                       -                      34
                                                                        -----------------        ----------------
Net cash provided by financing activities........................                  24,863                   5,000
                                                                        -----------------        ----------------
Net increase in cash.............................................                     532                   1,307
Cash balance beginning of period.................................                   9,864                   6,286
                                                                        -----------------        ----------------
Cash balance end of period.......................................                 $10,396                  $7,593
                                                                        =================        ================
Supplemental disclosures of cash flow information: 
Cash paid during the period for:
      Interest (net of amount capitalized).......................                  $1,003                  $1,496
      Income taxes...............................................                     100                      44
                                                                        -----------------        ----------------
   Total.........................................................                  $1,103                  $1,540
                                                                        =================        ================
</TABLE>



                                       -3-

<PAGE>   6





                            STONE ENERGY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Interim Financial Statements

         The condensed consolidated financial statements of Stone Energy
Corporation (the "Company") at June 30, 1997 and for the three- and six-month
periods then ended are unaudited and reflect all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management, necessary
for a fair presentation of the financial position and operating results for the
interim period. The condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of financial condition and
results of operations, contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996. The results of operations for the three- and
six-month periods ended June 30, 1997 are not necessarily indicative of future
financial results.

Note 2 - Earnings Per Share

         In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 128 ("SFAS No. 128 "),
"Earnings Per Share," which simplifies the computation of earnings per share
(EPS). SFAS No. 128 is effective for financial statements issued for periods
ending after December 15, 1997, and requires restatement for all prior period
EPS data presented. Pro forma EPS and EPS assuming dilution calculated in
accordance with SFAS No. 128 totaled $0.35 and $0.34 per share, respectively,
for the six months ended June 30, 1997, and $0.52 and $0.51 per share,
respectively, for the six months ended June 30, 1996. Pro forma EPS and EPS
assuming dilution calculated in accordance with SFAS No. 128 totaled $0.11 and
$0.10 per share, respectively, for the three months ended June 30, 1997, and
$0.24 per share for the three months ended June 30, 1996.

Note 3 - Hedging Activities

         In order to reduce its exposure to the possibility of declining oil and
gas prices, from time to time the Company hedges with third parties certain of
its crude oil and natural gas production in various swap agreement contracts.
The crude oil contracts are tied to the price of NYMEX light sweet crude oil
futures and are settled monthly based on the differences between contract prices
and the average NYMEX prices for that month applied to the related contract
volumes. Settlement for gas swap contracts is based on the average of the last
three days of trade on the NYMEX for each month of the swap.

                                       -4-

<PAGE>   7





         The Company's forward positions as of August 1, 1997, are summarized as
follows:


                           Oil                            Gas
                 --------------------------     --------------------------
                                   Average                      Average
                  MBbls             Price           Bbtu         Price
                 -------        -----------      ----------   ------------
July 1997.....     --                --             310          $2.138


         For the three- and six-month periods ended June 30, 1997, net oil and
gas hedging income (losses) amounted to $40,849 and ($726,035), respectively,
and were recorded in the accompanying condensed consolidated statement of
operations as an addition to (reduction of) revenues from oil and gas
production.

Note 4 - Long-Term Loans

         On July 30, 1997, the Company executed its Third Amended and Restated
Credit Agreement with NationsBank of Texas, N.A., as agent for a group of banks.
The total facility amount of $150,000,000 is comprised of a three-year revolving
credit loan and a term loan due on January 1, 1999. Current availability of the
facility is $130,000,000, and the current weighted average interest rate of the
facility is 7.3% per annum. As of August 1, 1997, the total outstanding
principal balance was $79,073,000 and letters of credit totaling $6,522,000 have
been issued pursuant to the facility.

         The revolver provides for total availability of $100,000,000 with a
limitation on total outstanding borrowings based on a borrowing base amount
established by the banks for the Company's oil and gas properties, which
currently is $80,000,000. The term loan of $50,000,000 was established to
finance the acquisition of the Vermilion Block 255 Field and certain development
costs. If the term loan is outstanding on March 1, 1998, the banks have the
right to redetermine the borrowing base of the facility which could result in an
acceleration of the payments due under the term loan.

Note 5 - New Accounting Standards

         In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive 
Income" and SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income in the financial statements. Comprehensive
income is the total of net income and all other non-owner changes in equity.
SFAS No. 131 requires that companies disclose segment data based on how
management makes decisions about allocating resources to segments and measuring
their performance. SFAS Nos. 130 and 131 are effective for 1998. Adoption of 
these standards is not expected to have an effect on the Company's financial 
statements, financial position or results of operations.


                                       -5-

<PAGE>   8




Note 6 - Subsequent Events

         The Company purchased certain interests in Vermilion Block 255 Field
for $36,600,000 on August 1, 1997. The field consists of interests in four
Vermilion blocks (255, 256, 267 and 268), and the working interests acquired
range from 66.7% to 83.3%. The effective date of the acquisition was April 1,
1997, and net cash flow from the property from April through July 1997,
estimated at $2,400,000, will be recorded as a reduction of the investment in
the property. In addition to the purchase price, the Company provided a bond in
the amount of $8,800,000 to secure abandonment obligations.

         On August 8, 1997, the Company purchased for $1,500,000 the 80% working
interest of Nuevo Energy Company in its South Timbalier Block 8 Field, offshore
Louisiana, giving the Company a 98% working interest in approximately 1,592
acres in this field. The effective date of the transaction was June 1, 1997.


                                       -6-

<PAGE>   9



                             AUDITORS' REVIEW REPORT



TO THE STOCKHOLDERS OF
STONE ENERGY CORPORATION:

      We have reviewed the accompanying condensed consolidated balance sheet of
Stone Energy Corporation (a Delaware corporation) as of June 30, 1997 and the
related condensed consolidated statements of operations for the three- and
six-month periods ended June 30, 1997 and 1996, and the related condensed
consolidated statements of cash flows for the six-month periods ended June 30,
1997 and 1996. These financial statements are the responsibility of the
Company's management.

    We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
the financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

    Based on our reviews, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

    We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Stone Energy Corporation as of December 31,
1996, (not presented herein) and in our report dated February 28, 1997, we
expressed an unqualified opinion on that statement. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1996, is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.



ARTHUR ANDERSEN LLP

New Orleans, Louisiana
August 4, 1997

                                       -7-

<PAGE>   10



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



General
      The Company was formed in March 1993 to become a holding company for The
Stone Petroleum Corporation and its subsidiaries and certain interests in three
of its managed partnerships. In July 1993, the Company sold for its account a
total of 3,655,005 shares of newly issued Common Stock pursuant to its Initial
Public Offering. In November 1996, the Company completed a secondary offering of
an additional 3,221,159 shares of Common Stock.

Results of Operations

    The following table sets forth certain operating information with respect to
the oil and gas operations of the Company for the three- and six-month periods
ended June 30, 1997 and 1996.

<TABLE>
<CAPTION>

                                                        Three Months Ended                      Six Months Ended
                                                             June 30,                               June 30,
                                                  -------------------------------       --------------------------------
                                                     1997                1996              1997                 1996
                                                  -----------         -----------       -----------         ------------
<S>                                               <C>                 <C>               <C>                 <C>
Production:
     Oil (MBbls)...............................           344                 325               694                  663
     Gas (MMcf)................................         3,012               3,069             5,990                6,128
     Oil and gas (MBOE)........................           846                 837             1,692                1,684
Sales data (in thousands):
     Total oil sales...........................        $6,516              $6,514           $14,075              $13,091
     Total gas sales...........................         6,680               7,190            14,930               15,300
Average sales prices:
     Oil (per Bbl).............................        $18.94              $20.04            $20.28               $19.75
     Gas (per Mcf).............................          2.22                2.34              2.49                 2.50
     Per BOE...................................         15.60               16.37             17.14                16.86
Average costs (per BOE):
     Normal lease operating
        expenses (a)...........................         $2.91               $2.37             $2.58                $2.36
     General and administrative................          1.03                0.97              1.04                 0.99
     Depreciation, depletion
        and amortization.......................          6.75                6.27              6.89                 6.06
</TABLE>

     (a)  Excludes major maintenance expenses


                                       -8-

<PAGE>   11



         Net income for the quarter ended June 30, 1997 was $1.6 million or
$0.10 per share, as compared to 1996's second quarter amounts of $2.9 million or
$0.24 per share. For the first six months of 1997, net income was $5.2 million,
as compared to $6.1 million for the comparable 1996 period.

         Total oil and gas revenues for the second quarter of 1997 were $13.2
million, and were comprised of $6.7 million of gas revenues and $6.5 million of
oil revenues. Overall production quantities were essentially equal to the levels
achieved in the second quarter of 1996 and the first quarter of 1997, as new
production from acquisitions and successful development activities offset
production declines at more mature properties. Average oil and gas prices
received in the second quarter of 1997 of $18.94 per barrel and $2.22 per Mcf
were approximately 5% less than year earlier levels.

         Operating expenses per barrel of oil equivalent (BOE) for the second
quarter of 1997 were $2.91, which included unscheduled repairs at South Pelto
Block 23 and Lake Hermitage, and unitization expenses at West Weeks Island.
Major maintenance expenses during the second quarter of 1997 included the
portion of the costs of a well blowout at South Timbalier Block 8, which were
not covered by insurance. For the first six months of 1997, general and
administrative expenses increased slightly to $1.8 million in total and to $1.04
per BOE.

         Interest expense decreased to $1.1 million for the six months ended
June 30, 1997 from $1.5 million for the comparable 1996 period due to lower
levels of long term debt. Depreciation, depletion and amortization expense
increased to $11.7 million for the first half of 1997 from the $10.2 million
reported for same period of 1996 primarily due to higher finding costs.

Liquidity and Capital Resources

         Working Capital and Cash Flow. Working capital at June 30, 1997 was
$2.7 million. The Company believes that this capital plus the expected cash flow
from operations and borrowings under its bank credit facility will be sufficient
to fund its working capital needs for the foreseeable future. Net cash flow from
operations before working capital changes for the second quarter of 1997 was
$8.3 million or $0.55 per share, compared to $9.9 million or $0.83 per share for
1996's second quarter. For the first six months of 1997, net cash flow from
operations before working capital changes totaled $20.3 million.

         During the second quarter of 1997, the Company invested $26.5 million
in its oil and gas properties primarily in drilling, completion and platform
construction activities. In the first half of 1997, the Company invested $50.4
million in its oil and gas properties, as compared to investments of $24.0
million during the comparable 1996 period. The investments for the first six
months of 1997 include $1.2 million of capitalized general and administrative
costs.

         Long-Term Financing.  During the last two quarters of 1997, the 
Company has budgeted development expenditures of $59 million for oil and gas 
properties it now owns.  Significant

                                       -9-

<PAGE>   12



investments are planned for South Pelto Block 23, Vermilion Block 46, Lake
Hermitage and Clovelly fields. The planned development operations include
projects which seek to increase cash flow from proved reserves and provide
additions to the Company's reserve base. It is anticipated that these
investments will be funded from a combination of available working capital, cash
flow from operations and borrowings under the bank credit facility. On August 1,
1997, the Company closed the acquisition of Vermilion Block 255 for $36.6
million, which amount was borrowed under the bank credit facility.

         On July 30, 1997 the Company amended its credit facility with its bank
group, which is led by NationsBank of Texas, N.A. The total facility amount of
$150 million is comprised of a three-year revolving credit loan and a term loan
due on January 1, 1999. Current availability of the facility is $130 million,
and the current weighted average interest rate of the facility is 7.3% per
annum. As of August 1, 1997, the total outstanding principal balance was $79.1
million and letters of credit totaling $6.5 million had been issued pursuant to
the facility.

         The revolver provides for total availability of $100 million with a
limitation on total outstanding borrowings based on a borrowing base amount
established by the banks for the Company's oil and gas properties, which
currently is $80 million. The term loan of $50 million was established to
finance the closing of the Vermilion Block 255 acquisition and certain
development costs. If the term loan is outstanding on March 1, 1998, the banks
have the right to redetermine the borrowing base of the facility which could
result in an acceleration of the payments due under the term loan.

         The Company has a number of outstanding bids for property acquisitions,
and is in the process of evaluating a number of other opportunities to acquire
reserves, although no future acquisitions can be assured. One or a combination
of certain of these possible transactions could fully utilize the sources of
capital currently available to the Company. If these opportunities materialize,
the Company intends to explore a variety of options to finance these new
projects, including an increase in its bank facility, nonrecourse financing,
sales of non-strategic properties and joint venture financing.

         In attempting to maximize stockholder value, the Company will continue
to contrast and compare the cost of debt financing with the potential dilution
of equity offerings. The Company's goal is to maintain a relatively low level of
bank debt because of the volatility of oil and gas prices. Although the Company
has no current plans to access the public markets for purposes of entering into
an underwritten financing, it would consider such a financing if the amount of
capital needed for its acquisition and development activities increased
significantly or if total bank debt reached an unacceptable level. Availability
of these sources of capital and the Company's ability to access new
opportunities will depend upon a number of factors, some of which are beyond the
control of the Company.

         Forward-Looking Statements.  The foregoing discussion of Liquidity and
Capital Resources includes forward looking statements within the meaning of 
Section 27A of the Securities Act of

                                      -10-

<PAGE>   13



1933 and Section 21E of the Securities Exchange Act of 1934. Although the
Company believes that its expectations are based on reasonable assumptions, it
can give no assurance that its goals will be achieved. 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, the need to develop and replace reserves, environmental
risks, drilling and operating risks, risks related to exploration and
development, uncertainties about the estimates of reserves, competition,
government regulations and the ability of the Company to meet its stated
business goals.

                                     PART II

Item 4.  Submission of Matters to a Vote of Security Holders

         At the annual meeting of stockholders held on May 15, 1997, three 
Class I Directors, D. Peter Canty, Raymond B. Gary, and David R. Voelker, were
elected to serve until the annual meeting of stockholders in the year 2000.
Messrs. Canty and Gary each received the vote of 11,923,756 shares with the vote
of 5,700 shares for each of said Directors withheld, and Mr. Voelker received
the vote of 11,923,656 shares with the vote of 5,800 shares withheld. No other
Director was standing for election. B. J. Duplantis, Michael L. Finch, and John
P. Laborde are Class II Directors whose terms expire with the 1998 annual
meeting of stockholders. James H. Stone, Joe R. Klutts, and Robert A. Bernhard
are Class III Directors whose terms expire with the 1999 annual meeting of
stockholders.

         A management proposal to ratify the appointment of Arthur Andersen LLP
by the Board of Directors as independent auditors to the Company for the year
1997 was approved. The vote was 11,495,192 shares for, 377,318 shares against,
and 38,396 shares abstained.

         A management proposal to ratify an Amendment and Restatement of the
Company's 1993 Stock Option Plan was approved. The vote was 10,742,175 shares
for, 1,185,331 shares against, and 1,950 shares abstained.

Item 5.  Other Information

         The following is a summary of certain of the Company's recent
activities.

         On May 13, 1997, the Company announced that its OCS-G 1238 No. 25 Well
was drilled and evaluated through 16,940 feet at the South Pelto Block 23 Field,
located in federal waters offshore Louisiana. Analyses of electric logs and core
samples indicated 213 net feet of pay in four sands between 13,800 and 16,800
feet. The No. 25 Well encountered the primary objective "D" sand between 16,520
and 16,680 feet in a crestal position and structurally higher than initially
seen in the No. 24 Well, which was announced in December 1996. Conventional
cores taken over a 30-foot interval in the top of this oil sand indicated
extremely high quality reservoir rock, with average porosity of 25% and average
permeability of 500 millidarcies.

                                      -11-

<PAGE>   14



         The Company reported that the construction of the "D" Platform is
underway with a planned capacity to produce 100 million cubic feet of gas per
day and 15,000 barrels of oil and condensate per day. This new facility will be
installed at the site of the No. 24 and 25 Wells, which are expected to be
completed and tested in the third quarter of 1997. First production from these
wells is expected in the fourth quarter of 1997. The rig used to drill the No.
25 Well will immediately spud the No. 26 Well from the same surface location
utilized for the No. 24 and 25 Wells.

         In an announcement dated August 1, 1997, the Company reported that it
had closed the purchase of certain interests in Vermilion Block 255 Field from
three entities for $36.6 million. The sellers were Aviara Energy Corporation,
Forest Oil Corporation and Total Minatome Corporation. The field consists of
interests in four Vermilion blocks (255, 256, 267 and 268), and the working
interests acquired range from 66.7% to 83.3%. Stone Energy is now the field
operator, and the remaining interests in the property are owned by CNG Producing
Company. In addition to the purchase price, the Company provided a bond in the
amount of $8.8 million to secure abandonment obligations. The effective date of
the acquisition was April 1, 1997, and net cash flow from the property from
April through July 1997, estimated at $2.4 million, will be recorded as a
reduction of the investment in the property. Vermilion Block 255 Field is
located approximately 75 miles offshore Louisiana in water depths ranging from
130 to 175 feet. Eight platforms and 48 wells exist on the field, with 10 wells
currently producing at the aggregate daily rates of approximately 1,500 barrels
of oil and 18 million cubic feet of gas.

         On August 8, 1997, the Company purchased for $1.5 million the 80%
working interest of Nuevo Energy Company in its South Timbalier Block 8 Field,
offshore Louisiana, giving the Company a 98% working interest in approximately
1,592 acres in this field. The effective date of the transaction was June 1,
1997.

Item 6.  Exhibits and Reports on Form 8-K

           (a)    Exhibit 27 Financial Data Schedule

           (b) There were no reports on Form 8-K filed for the three months
ended June 30, 1997.

                                      -12-

<PAGE>   15



                                    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


Date: August 11, 1997                  By: /s/ Michael L. Finch
                                           ---------------------
                                           Michael L. Finch
                                           Executive Vice President and
                                              Chief Financial Officer
                                           (Authorized Officer and Principal
                                               Financial Officer)


                                      -13-

<PAGE>   16


                                 EXHIBIT INDEX
                                                  

                         27 -- Financial Data Schedule




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED BALANCE SHEET OF STONE ENERGY CORPORATION  AS OF JUNE 30, 1997 
AND THE RELATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX 
MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          10,396
<SECURITIES>                                    16,003
<RECEIVABLES>                                   11,443
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                38,274
<PP&E>                                           7,513
<DEPRECIATION>                                   2,390
<TOTAL-ASSETS>                                 253,556
<CURRENT-LIABILITIES>                           35,546
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           150
<OTHER-SE>                                     149,380
<TOTAL-LIABILITY-AND-EQUITY>                   253,556
<SALES>                                         29,005
<TOTAL-REVENUES>                                29,899
<CGS>                                                0
<TOTAL-COSTS>                                   18,276
<OTHER-EXPENSES>                                 2,075
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,103
<INCOME-PRETAX>                                  8,445
<INCOME-TAX>                                     3,252
<INCOME-CONTINUING>                              5,193
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,193
<EPS-PRIMARY>                                    $0.33
<EPS-DILUTED>                                    $0.33
        

</TABLE>


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