STONE ENERGY CORP
8-K, 1999-05-24
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       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): MAY 24, 1999




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





        Delaware                        1-12074              72-1235413
(State or other jurisdiction        (Commission File       (I.R.S. Employer
of incorporation or organization)       Number)           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

Item 6. RESIGNATION OF DIRECTOR

         On May 21, 1999,  Stone Energy  Corporation  announced  that Michael L.
Finch, Chief Financial Officer, had resigned. Mr. Finch, 43 years old, also held
the  title  of  Executive  Vice  President  and was a  member  of the  Board  of
Directors. The resignation takes effect immediately. No successor has been named
at this  time  and  James  H.  Prince,  Vice  President,  Controller  and  Chief
Accounting  Officer,  has been  designated  the company  contact  until  further
notice.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits as follows:

17.1     Director's letter of resignation dated May 20, 1999.





<PAGE>



                                    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:  May 24, 1999                 By:    /s/  James H. Prince
                                         ------------------------
                                                James H. Prince
                                          Vice President, Controller
                                         and Chief Accounting Officer





                                                    Exhibit 17.1



                                                     May 20, 1999




Mr. D. Peter Canty
Stone Energy Corporation
625 E. Kaliste Saloom Road
Lafayette, LA 70508


Dear Mr. Canty:


         Pursuant to our recent  discussions  and  effective  immediately,  I do
hereby resign as an officer and director of Stone Energy  Corporation  ("Stone")
and as an officer and  director of any and all of Stone's  affiliated  entities,
including but not limited to TN Corporation. It is my intention to hereby resign
from all offices and capacities with Stone and its affiliated entities.





                                   Sincerely,
                                                /s/  Michael L. Finch
                                                ----------------------
                                                     Michael L. Finch



<PAGE>


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