Energy Partners Ltd. 8K - 09/07/06
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): September 7,
2006
————————————
ENERGY
PARTNERS, LTD.
(Exact
name of registrant as specified in its charter)
————————————
|
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)
————————————
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
8.01 Other
Events
On
September 7, 2006, Energy Partners, Ltd. (the “Company”)
initiated an action to get confirmation from the Delaware Chancery Court of
the
Company’s understanding of its ability to act under the terms of its agreement
and plan of merger with Stone Energy Corporation, dated as of June 22, 2006.
A
copy of the complaint is attached hereto as Exhibit 99.1.
EPL
AND
STONE HAVE FILED A JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS WITH
THE
SECURITIES AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE URGED
TO
READ CAREFULLY THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING EPL, STONE
AND
THE ACQUISITION. A DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WILL BE SENT
TO
SECURITY HOLDERS OF EPL AND STONE SEEKING THEIR APPROVAL OF THE
ACQUISITION.
The
documents filed with the SEC by EPL may be obtained free of charge from EPL’s
website at www.eplweb.com or by directing a request to: Energy Partners,
Ltd.,
201 St. Charles Avenue, Suite 3400, New Orleans, Louisiana 70170, Attn:
Secretary, (504) 569-1875. In addition, the documents filed with the SEC
by
Stone may be obtained free of charge from Stone website at www.stoneenergy.com
or by directing a request to: Stone Energy Corporation, 625 E. Kaliste Saloom
Road, Lafayette, Louisiana 70508, Attn: Kenneth Beer, (337) 237-0410. Investors
and security holders are urged to read the definitive joint proxy
statement/prospectus and the other relevant materials when they become available
before making any voting or investment decision with respect to the proposed
acquisition.
EPL,
Stone
and their respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of EPL
and
Stone in favor of the acquisition. Information about the executive officers
and
directors of EPL and their direct or indirect interests, by security holdings
or
otherwise, in the acquisition will be set forth in the definitive
proxy
statement-prospectus relating to the acquisition when it becomes available.
Information about the executive officers and directors of Stone and their
direct
or indirect interests, by security holdings or otherwise, in the acquisition
will be set forth in the definitive proxy statement-prospectus relating to
the
acquisition when it becomes available.
Item
9.01. Financial
Statements and Exhibits.
Exhibit.
The following exhibit is filed herewith:
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Exhibit
No.
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Description
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99.1
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Complaint
filed with the Delaware Chancery Court on September 7,
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:
September 7, 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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