UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-3
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1998
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)
State of incorporation: Delaware I.R.S. Employer Identification No. 72-1235413
625 E. Kaliste Saloom
Lafayette, Louisiana 70508
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (318) 237-0410
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, Par Value $.01 Per Share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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.
[x] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant was approximately $339,626,060 as of March 15, 1999 (based on
the last reported sale price of such stock on the New York Stock Exchange
Composite Tape).
As of March 15, 1999, the registrant had outstanding 15,080,408 shares
of Common Stock, par value $.01 per share.
Document incorporated by reference: Proxy Statement of Stone Energy
Corporation relating to the Annual Meeting of Stockholders to be held on May 11,
1999, which is incorporated into Part III of this Form 10-K.
TABLE OF CONTENTS
Page No
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 1
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 3. Exhibits:
3.1 -- Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-62362)).
3.2 -- Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (Registration No. 33-62362)).
4.1 -- Rights Agreement, with exhibits A, B and C thereto, dated as of
October 15, 1998, between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (incorporated by reference
to Exhibit4.1 to the Registrant's Registration Statement on
Form 8-A (Registration No. 001-12074)).
4.2 -- Indenture between Stone Energy Corporation and Texas Commerce Bank,
National Association dated as of September 19, 1997 (incorporated
by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 dated October 22, 1997(File No. 333-38425)).
+10.1 -- Stone Energy Corporation 1993 Nonemployee Directors' Stock Option
Plan (incorporated by reference to Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-62362)).
+10.2 -- Deferred Compensation and Disability Agreements between TSPC
and D. Peter Canty dated July 16, 1981, and between TSPC and Joe
R. Klutts and James H. Prince dated August 23, 1981 and September
20, 1981, respectively (incorporated by reference to Exhibit 10.8
to the Registrant's Registration Statement on Form S-1
(Registration No. 33-62362)).
+10.3 -- Conveyances of Net Profits Interests in certain properties to
D. Peter Canty and James H. Prince (incorporated by reference to
Exhibit 10.9 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-62362)).
+10.4 -- Stone Energy Corporation 1993 Stock Option Plan (incorporated
by reference to Exhibit 10.12 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-62362)).
+10.5 -- Stone Energy Corporation Annual Incentive Compensation Plan
(incorporated by reference to Exhibit 10.14 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993
(File No. 011-12074)).
10.6 -- Third Amended and Restated Credit Agreement between the Registrant,
the financial institutions named therein and NationsBank of Texas,
N.A., as Agent, dated as of July 30, 1997 (incorporated by
reference to Exhibit 10.6 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997(File No. 001-12074)).
+10.7 -- Deferred Compensation and Disability Agreement between TSPC and
E. J. Louviere dated July 16, 1981 (incorporated by reference to
Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 011-12074)) .
10.8 -- Term Loan Agreement, dated November 30, 1995, between the Registrant
and First National Bank of Commerce (incorporated by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 011-12074)) .
+10.9 -- Stone Energy Corporation 1993 Stock Option Plan, As Amended and
Restated Effective as of May 15, 1997 (incorporated by reference to
Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997 (File No. 001-12074)).
<PAGE>
10.10 --First Amendment and Restatement of the Third Amended and Restated
Credit Agreement between the Registrant, the financial
institutions named therein and NationsBank of Texas, N.A., as Agent,
dated as of March 31, 1998 (incorporated by reference to Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 (File No. 001-12074)).
21.1 --Subsidiaries of the Registrant(incorporated by reference to Exhibit
21.1 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 011-12074 )).
*23.1--Consent of Arthur Andersen LLP.
*23.2--Consent of Atwater Consultants, Ltd.
*23.3-- Consent of Cawley, Gillespie & Associates, Inc.
*27.1-- Amended Financial Data Schedule
- ------------
* Previously filed.
+ Identifies management contracts and compensatory plans or arrangements.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, as
amended, the Registrant has duly caused this Form 10-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lafayette,
State of Louisiana, on the 22nd day of July, 1999.
STONE ENERGY CORPORATION
By: /s/ James H. Stone
------------------------
James H. Stone
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act, this Form
10-K/A has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/James H. Stone
------------------
James H. Stone Chief Executive Officer and July 22, 1999
Chairman of the Board
(Principal Executive Officer)
/s/ D. Peter Canty
------------------
D. Peter Canty President, Chief Operating Officer July 22, 1999
/s/ James H. Prince
-----------------
James H. Prince Vice President, Chief Accounting July 22, 1999
Officer and Controller
(Principal Accounting Officer)
/s/ Joe R. Klutts
----------------
Joe R. Klutts Director and Vice Chairman of July 22, 1999
the Board
/s/ David R. Voelker
------------------
David R. Voelker Director July 22, 1999
/s/ John P. Laborde
-----------------
John P. Laborde Director July 22, 1999
/s/ Robert A. Bernhard
---------------------
Robert A. Bernhard Director July 22, 1999
-----------------
Raymond B. Gary Director July 22, 1999
/s/ B.J. Duplantis
------------------
B. J. Duplantis Director July 22, 1999
