Energy Partners Ltd. - Form 8K - Date of Report: June 22, 2006
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): June 22, 2006
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ENERGY
PARTNERS, LTD.
(Exact
name of registrant as specified in its charter)
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|
Delaware
|
001-16179
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72-1409562
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
Identification
No.)
|
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(Address
of principal executive offices)
(504) 569-1875
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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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:
[
X] Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ X] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
June
23, 2006, Energy Partners, Ltd. (the “Company”) announced that it had entered
into an agreement and plan of merger (the “Merger Agreement”) with Stone Energy
Corporation (“Stone”), dated as of June 22, 2006, pursuant to which the Company,
through its wholly-owned subsidiary, EPL Acquisition Corp. LLC, would acquire
all of the shares of Stone for a combination of cash and stock. A copy of the
press release is attached as Exhibit 99.1 to this current report.
Under
the
terms of the Merger Agreement, each share of Stone common stock will be
converted into the right to receive, at the election of the holder: (i) $51.00
in cash, or (ii) a number of shares of the Company’s common stock equivalent to
the ratio determined by dividing $51.00 by the market price of the Company’s
shares (based on a 20-day trading average prior to the third trading day
preceding the closing), provided that the exchange ratio will not be greater
than 2.525 or less than 2.066 Company shares per Stone share. The election
of
cash or stock will be subject to a limit on total cash consideration of
approximately $723 million (which includes $15.5 million attributable to stock
options) and a limit on the total number of EPL shares issued of approximately
35 million.
The
Merger Agreement contains representations and warranties that the parties have
made to each other as of specific dates. Except for its status as a contractual
document that establishes and governs the legal relations among the parties
with
respect to the merger described therein, the Merger Agreement is not intended
to
be a source of factual, business or operational information about the parties.
The representations and warranties contained in the Merger Agreement were made
only for purposes of that agreement and as of specific dates, were solely for
the benefit of the parties to that agreement, and may be subject to limitations
agreed between those parties, including being qualified by disclosures between
those parties. Those representations and warranties may have been made to
allocate risks among the parties to the Merger Agreement, including where the
parties do not have complete knowledge of all facts, instead of establishing
matters as facts. Furthermore, those representations and warranties may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. The assertions embodied in such
representations and warranties are qualified by information contained in
disclosure letters that the parties exchanged in connection with signing the
Merger Agreement. Accordingly, investors and security holders should not rely
on
such representations and warranties as characterizations of the actual state
of
facts or circumstances, since they were only made as of the date of the Merger
Agreement and are modified in important part by the underlying disclosure
letters. Moreover, information concerning the subject matter of such
representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in
the
Company’s or Stone’s public disclosures.
The
Merger Agreement also contains customary covenants relating to the Company
and
Stone’s conduct of business prior to the closing of transaction. The merger is
subject to the approval of the Company’s and Stone’s shareholders. In addition,
the merger is subject to clearance under the Hart−Scott−Rodino Antitrust
Improvements Act, as well as other customary closing conditions.
The
foregoing description of the Merger Agreement is qualified in its entirety
by
reference to the Merger Agreement, which is attached hereto as Exhibit 2.1
to
this current report and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
Exhibit.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger by and among Energy Partners, Ltd., EPL Acquisition
Corp. LLC and Stone Energy Corporation, dated as of June 22,
2006.
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99.1
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Press
Release dated June 23, 2006
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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.
Dated: June
23,
2006
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ENERGY
PARTNERS, LTD.
By:
/s/
John H. Peper_______________________
John
H.
Peper
Executive
Vice
President, General
Counsel
and Corporate Secretary
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