UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission file number:
DECEMBER 31, 1997 1-10671
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State of incorporation) (I.R.S. Employee identification No.)
15995 N. BARKERS LANDING,
SUITE 300, HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281-558-8080
Securities Registered Pursuant to Section 12(b) of the Act:
(Title of each class) (Name of each exchange on which registered)
--------------------- -------------------------------------------
COMMON STOCK, $.01 PAR VALUE THE NEW YORK STOCK EXCHANGE, INC.
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. Yes [X] 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 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. [ ]
Aggregate market value of shares of Common Stock held by non-affiliates of
the Registrant at March 27, 1998: $262,799,872
Number of shares of Common Stock outstanding at March 27, 1998: 33,799,872
Page 1 of 12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The Board of Directors of the Company is classified into three classes,
each with a term of three years or until the director's successor is duly
elected and qualified. Set forth below is certain information concerning the
current directors of the Company, with each person's business experience for at
least the past five years:
PRESENT
POSITIONS EXPIRATION
WITH THE DIRECTOR OF PRESENT
NAME AGE COMPANY SINCE TERM
---- --- ------- ----- ----
Joseph A. Reeves, Jr. 51 Class III Director, 1990 1999
Chairman of the Board
and Chief Executive
Officer
Michael J. Mayell 50 Class III Director and 1990 1999
President
James T. Bond 73 Class I Director 1997 1999
Joe E. Kares 53 Class II Director 1990 1999
Gary A. Messersmith 49 Class II Director 1997 2000
Jack A. Prizzi 61 Class I Director 1993 2000
- ----------------------------------
Joseph A. Reeves, Jr. is Chairman of the Board and Chief Executive Officer
of the Company. Prior to assuming his positions with the Company, Mr. Reeves
held similar positions with the Company's predecessor, Texas Meridian Resources,
Ltd. ("TMR") from 1988 until 1990.
Michael J. Mayell is President of the Company. Prior to assuming such
position with the Company, Mr. Mayell held a similar position with TMR from 1988
to 1990. Mr. Mayell is the son-in-law of Mr. Bond.
James T. Bond is General Manager of H.L. Hawkins, Jr. Oil and Gas located
in Houston and New Orleans, Louisiana. He has been associated with the such
company for fifty years. Mr. Bond is the father-in-law of Mr. Mayell.
Joe E. Kares has been a partner with the public accounting firm of Kares &
Cihlar in Houston, Texas since 1980.
Gary A. Messersmith has been a partner with the law firm of Fouts & Moore,
L.L.P. in Houston, Texas since 1982.
Jack A. Prizzi has served as Managing Director of Jack A. Prizzi and Co.,
an investment and financial advisory firm in New York, New York, since December
1988.
EXECUTIVE OFFICERS
The following table provides information with respect to the executive
officers of the Company. Each executive officer has been elected to serve until
his or her successor is duly appointed or elected by the Board of Directors or
his or her earlier removal or resignation from office.
-2-
YEAR FIRST
ELECTED
NAME OF OFFICER POSITION WITH THE COMPANY AGE AS OFFICER
--------------- ------------------------- --- ----------
Joseph A. Reeves, Jr. Chairman of the Board and Chief 51 1990
Executive Officer
Michael J. Mayell Director and President 50 1990
Lloyd V. DeLano Vice President and Chief 47 1993
Accounting Officer
P. Richard Gessenger Executive Vice President and 49 1997
Chief Financial Officer
Kevin McMichael Executive Vice President 42 1997
and Chief Operating Officer
- ----------------------------------
For additional information regarding Messrs. Reeves and Mayell, see
"Directors", above.
Lloyd V. DeLano joined the Company in January 1992 performing contract work
and became an employee of the Company in October of 1992. Mr. DeLano was named
Vice President - Director of Accounting of TMRX in April of 1993 and in June
1996 was named as Vice President of the Company. Mr. DeLano is a Certified
Public Accountant with 24 years of oil and natural gas experience.
P. Richard Gessenger joined the Company as Executive Vice President and
Chief Financial Officer in 1997. Prior to assuming such position with Meridian,
Mr. Gessenger has gained an extensive background in energy finance over the past
24 years as a commercial banker, investment banks and entrepreneur for such
firms as Rauscher Pierce Refsnes,Inc., Bear Sterns & Co., Inc., Citicorp
Investment Bank and Manufacturers Hanover Trust Company.
Kevin McMichael joined the Company as Executive Vice President and Chief
Operating Officer in 1997. Prior to joining Meridian, Mr. McMichael was Vice
President and General Manager of Domestic Exploration for LL&E, on and offshore.
In this capacity, he was responsible for the Company's 3-D based exploration
program as well as its entry into the deep water Gulf of Mexico.
Other than Mr. Bonds, who is Mr. Mayell's father-in-law, there are no family
relationships among the officers and directors of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
the regulations promulgated under Section 16(a) to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
January 1, 1997 through December 31, 1997, all filing requirements applicable to
officers, directors and greater than ten-percent shareholders were complied
with, except that Mr. Reeves was a month late in reporting a purchase of 7,000
shares of Common Stock and Mr. Kares failed to report a charge in beneficial
ownership due to the exercise of options to purchase 15,000 shares of Common
Stock.
-3-
ITEM 11. EXECUTIVE COMPENSATION
The following tables contain compensation data for the Chief Executive
Officer, four other executive officers serving at the end of 1997 whose 1997
salary and annual bonus compensation exceeded $100,000, and two other
individuals who would otherwise have been included in this table but for the
fact that such individuals were not serving as executive officers of the Company
at the end of 1997 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ------------------------
OTHER RESTRICTED SECURITIES ALL OTHER
NAME AND ANNUAL STOCK UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(1) COMPENSATION($)(2) AWARD($)(1) OPTIONS(#) ($)(4)
- ------------------ ---- ------------ ----------- ------------------ ----------- ---------- ------
Joseph A. Reeves, Jr. 1997 $ 37,454 $344,920 -- $800,000 50,000 $ 9,575
CEO 1996 202,973 373,244 -- 455,004 50,000 6,953
1995 315,124 341,864 -- -- 35,000(3) 10,850
Michael J. Mayell 1997 37,454 344,920 -- 800,000 50,000 9,575
President 1996 202,973 373,244 -- 455,004 50,000 6,953
1995 315,124 341,864 -- -- 35,000(3) 10,850
Lloyd V. DeLano 1997 127,950 12,083 -- -- 7,500 8,677
Vice President and 1996 112,794 10,000 -- -- 5,000 6,123
Chief Accounting 1995 104,355 8,667 -- -- 15,000 8,357
Officer
Ronald T. Ivy 1997 127,949 12,083 -- -- 7,500 8,677
VP Production--TMRX 1996 115,485 10,000 -- -- 10,000 6,205
1995 40,107 19,000 8,522 -- 20,000 --
Michael R. Stamatedes 1997 .... 1997 127,841 12,083 -- -- 7,500 8,677
VP Geophysics--TMRX ........... 1996 115,383 10,000 -- -- 7,500 6,202
1995 77,331 8,333 25,566 -- 20,000 5,833
- --------------
(1) Salary and bonus compensation excludes amounts deferred by Messrs. Reeves
and Mayell pursuant to the Company's Long-Term Incentive Plan, which have
been reported in the Restricted Stock Award Column. The Restricted Stock
Award column also includes the vested portion of matching deferrals awarded
by the Company pursuant to such plan. In July 1996, the Company, through the
Compensation Committee of the Board of Directors, granted to Messrs. Reeves
and Mayell rights to the Company's Common Stock in lieu of cash compensation
pursuant to the Company's Long-Term Incentive Plan. The purpose of such
grants was to provide retirement benefits to these executive officers. Under
such grants, Messrs. Reeves and Mayell each elected to defer $180,000 and
$400,000 of their compensation for 1996 and 1997, respectively. The Company
also granted to each officer a 100% matching deferral, which is subject to a
one-year vesting. Under the terms of the grants, the employee and matching
deferrals are allocated to a Common Stock account in which units are
credited to the accounts of the officer based on the number of shares that
could be purchased at the market price of the Common Stock at June 28, 1996
($9.00 per share), for the deferrals of 1996, and at December 31, 1996
($17.00 per share), for the deferrals of 1997. During 1996, rights to 40,000
shares (including the amount of matching deferrals) of restricted stock were
granted to each of Mr. Reeves and Mayell, having a fair market value on
December 31, 1996 of $680,000 and during 1997, rights to 47,059 shares
(including the amount of matching deferrals) of restricted stock were
granted to each of Mr. Reeves and Mayell, having a fair market value on
December 31, 1997 of $450,002. The total value of all restricted stock
grants as of December 31, 1997 was $832,502. No actual shares of Common
Stock are issued and the officer has no rights with respect to any shares
unless and until there is a distribution. Distributions are to be made upon
the death, retirement or termination of employment of the officer. An amount
equal to the dividends, if any, that would otherwise been paid with respect
to such shares had they actually been issued will be credited to the
respective Common Stock accounts as well.
-4-
(2) The Company has adopted a program under which net profit interests are
granted to its executive officers and other key employees in prospects and
wells in which the Company is pursuing and drilling. In general, the net
profit interests range from 0.25% to 2.00% of any well and are subject to
proportional reduction to the Company's interests. During 1994, net profit
interests aggregating 6.17% were granted to five executive officers and key
employees of the Company in various wells drilled by the Company in the
Chocolate Bayou Field. Although such grants were intended to provide
long-term incentive for the executive officer or employee by aligning his or
her interests with those of the Company in its drilling efforts, such grants
are not subject to vesting, the continued employment of the individual with
the Company or other conditions. Accordingly, such grants are considered
part of the Company's annual compensation package and not compensation under
a long-term incentive plan. Each grant of a net profits interest has been
valued based on a third party appraisal of the interest granted. All amounts
reflected in this column are attributable to such grants.
(3) Excludes 714,000 shares of Common Stock issuable to each of Messrs. Reeves
and Mayell with respect to Executive Warrants received by them in connection
with the Company's 1988 restructuring and acquisition of Walker Energy
Partners and which were amended in 1994 with approval of shareholders to
make various changes to more closely align the terms of the warrants with
the continued employment of the officers with the Company.
(4) Company contributions to its 401(k) plan.
The following table sets forth those options granted to the Named Executive
Officers during 1997:
OPTION GRANTS IN FISCAL 1997
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION FOR OPTION
SHARES GRANTED TO TERM
UNDERLYING EMPLOYEES EXERCISE -----------------------
OPTIONS IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- -------------------- ---------- ------------- --------- ---------- ------ -------
Joseph A. Reeves 50,000 19.4% $11.125 4/30/07 $349,823 $886,519
Michael J. Mayell 50,000 19.4 11.125 4/30/07 349,823 886,519
Lloyd V. DeLano 7,500 2.9 11.125 4/30/07 52,473 132,978
Ronald T. Ivy 7,500 2.9 11.125 4/30/07 52,473 132,978
Michael R. Stamatedes 7,500 2.9 11.125 4/30/97 52,473 132,978
-5-
The following table summarizes options owned by the Named Executive
Officers:
AGGREGATE OPTION EXERCISES IN FISCAL YEAR 1997
AND DECEMBER 31, 1997 OPTION VALUE
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, DECEMBER 31,
ACQUIRED 1997(#) 1997($)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------------- ------------ ---------- ------------------ ------------------
Joseph A. Reeves, Jr.(1) -- -- 212,250/78,750 $395,313/$14,063
Michael J. Mayell(1) -- -- 212,250/78,750 395,313/14,063
Lloyd V. DeLano -- -- 42,500/22,500 55,938/2,813
Ronald T. Ivy -- -- 14,375/23,125 2,813/2,813
Michael R. Stamatedes -- -- 13,125/21,875 2,109/2,109
- --------------------------------
(1) Excludes (i) warrants to purchase 338,590 shares of Common Stock at $.28 per
share pursuant to the General Partner Warrants granted to each of Messrs.
Reeves and Mayell in October 1990 in connection with the Company's formation
and (ii) warrants to purchase 714,000 shares of Common Stock at $5.85 per
share pursuant to the Executive Warrants held by each of Messrs. Reeves and
Mayell. The value of these warrants at December 31, 1997, based on the
difference between the market price of the Common Stock at December 31,
1997, and the exercise price of the Warrants, was $5,793,687 for each of
Messrs. Reeves and Mayell.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive an annual retainer, payable
in quarterly installments, of $20,000. Non-employee directors also are
reimbursed for expenses incurred in attending Board of Directors and committee
meetings, including those for travel, food and lodging. Directors and members of
committees of the Board of Directors who are employees of the Company or its
affiliates are not compensated for their Board of Directors and committee
activities.
The Company has a Non-Employee Director Stock Option Plan (the "Director
Stock Option Plan") pursuant to which options to purchase up to 270,000 shares
of Common Stock may be granted. Under the Director Stock Option Plan each
non-employee director is granted, on the date of his appointment, election,
reappointment or re-election as a member of the Board of Directors, an option
("Director Option") for 15,000 shares of Common Stock at an exercise price equal
to the fair market value of a share of Common Stock on the date of grant. The
duration of each Director Option is five years from the date of grant, and each
Director Option may be exercised in whole or in part at any time after the date
of grant; provided, however, that the option vests with respect to 25% of the
shares of Common Stock covered by such Director Option one year after the date
of grant, with respect to an additional 25% of such shares of Common Stock two
years after the date of grant, and with respect to all remaining shares of
Common Stock three years after the date of grant. There are currently
outstanding options to acquire 155,000 shares under the Directors Stock Option
Plan with a weighted average exercise price of $11.125 per share.
In addition to the options granted under the Director Stock Option Plan,
on December 30, 1993, Messrs. Kares and Prizzi, non-employee directors of the
Company, were each granted options to purchase 25,000 shares of Common Stock at
an exercise price of $8.125 per share, the closing market price of the Common
Stock on the date of grant. These options expire on December 30, 1998, and have
terms,
-6-
including vesting and rights of exercise substantially identical to the Director
Options. These grants were made as one-time grants to provide additional
incentive to the Company's non-employee directors and to more closely align
their interests to the long-term interest of the Company's shareholders.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement ("Employment
Agreement") with each of Messrs. Reeves and Mayell. Each Employment Agreement is
for a term of three years, renewable annually for a term to extend three years
from such renewal date. Each Employment Agreement provides for compensation in a
minimum amount of $289,800 per annum, to be reviewed at least annually for
possible increases, and annual bonuses and other perquisites in accordance with
company policy. In the event either of Messrs. Reeves or Mayell terminates his
employment for "Good Reason" (as defined below), or is terminated by the Company
for other than "Good Cause" (as defined below), such individual would receive a
cash lump sum payment equal to the sum of (i) the base salary for the remainder
of the employment period under the Employment Agreement, (ii) an amount equal to
the last annual bonus paid to him, (iii) two times the sum of his annual base
salary and last bonus, (iv) all compensation previously deferred and any accrued
interest thereon, (v) a lump sum retirement benefit equal to the actuarial
equivalent of the benefits lost by virtue of the early termination of the
employee and (vi) continuation of benefits under the Company's benefit plans. In
the event either of Messrs. Reeves or Mayell dies or is terminated by the
Company for Good Cause, such individual or such individual's estate, as
applicable, would receive all payments then due him under the Employment
Agreement through the date of termination, including a prorated annual bonus and
any compensation previously deferred. Each of Messrs. Reeves and Mayell is also
entitled under each Employment Agreement to certain gross-up payments if an
excise tax is imposed pursuant to Section 4999 of the Code, which imposes an
excise tax on certain severance payments in excess of three times an annualized
compensation amount following certain changes in control, on any payment or
distribution made to either of them.
The term "Good Reason" is defined in each Employment Agreement, with
respect to each of Messrs. Reeves and Mayell, generally to mean (i) a change in
the nature or scope of the duties or responsibilities of such individual, unless
remedied by the Company; (ii) any failure by the Company to pay any form of
compensation stated in each Employment Agreement, unless remedied by the
Company; (iii) requiring such individual to be based at any office or location
30 miles or more from the current location of the Company, other than travel
reasonably required in the performance of such individual's responsibilities;
(iv) any purported termination by the Company of such individual's employment
other than due to death or for Good Cause; or (v) any failure of the Company to
require a successor of the Company to assume the terms of the Employment
Agreement. The term "Good Cause" is defined in each Employment Agreement
generally to mean (i) such individual has been convicted of a felony that is no
longer subject to direct appeal; (ii) such individual has been adjudicated to be
mentally incompetent so as to affect his ability to serve the Company that is no
longer subject to direct appeal or (iii) such individual has been found guilty
of fraud; or willful misfeasance so as to materially damage the Company that is
no longer subject to direct appeal.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Decisions with respect to the cash compensation of the Company's executive
officers are made in a bifurcated manner. An Employee Compensation Committee of
the Board of Directors, comprised of Messrs. Reeves and Mayell, who are also the
Chief Executive Officer and President, respectively, of the Company, sets the
salaries of all employees (other than their own), including elected officers and
senior executives, and grants cash bonuses to such elected officers and other
senior executives within guidelines established by the Executive Compensation
Committee. Compensation decisions with respect to Messrs. Reeves and Mayell and
decisions with respect to the granting of stock-based compensation for the
Company's executive officers currently are made by the full Board of Directors
with Messrs. Reeves and Mayell abstaining on matters relating to them. See "Item
13: Certain Transactions".
-7-
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of April 15, 1998, with
respect to the beneficial ownership of Common Stock by (a) each director, (b)
each named executive officer in the Summary Compensation Table, (c) each
shareholder known by the Company to be the beneficial owner of more than 5% of
the Common Stock and (d) all officers and directors of the Company as a group.
NUMBER OF
SHARES
BENEFICIALLY
NAME OWNED PERCENT(1)
- ------------------------------------- ------------------ --------------
Joseph A. Reeves, Jr.(2)............ 1,630,817 4.7%
15995 N. Barkers Landing
Suite 300
Houston, Texas 77079
Michael J. Mayell(3)................ 1,534,689 4.4
15995 N. Barker's Landing
Suite 300
Houston, Texas 77079
P. Richard Gessenger(4)............. 10,750 *
Kevin McMichael(5).................. 6,250 *
Lloyd V. DeLano(6).................. 46,543 *
James T. Bond(7).................... 18,500 *
Joe E. Kares(8)..................... 51,250 *
Gary A. Messersmith(9).............. 7,700 *
Jack A. Prizzi(10).................. 61,500 *
Ronald T. Ivy (11).................. 14,495 *
Michael R. Stamatedes (12).......... 14,058 *
All executive officers and directors
as a group (9 persons) (2), (3),
(4), (5), (6), (7), (8), (9), (10).. 3,367,999 9.3%
Mellon Bank Corporation (13)........ 2,815,603 8.4%
Phemus Corporation (14)............. 2,785,860 8.3%
KAIM Non-Traditional LP (15)........ 2,068,576 6.2%
Warburg Pincus (16)................. 1,967,050 5.9%
- -------------------------------
* Less than one percent.
(1) Shares of Common Stock which are not outstanding but which can be acquired
by a person upon exercise of an option or warrant within sixty days are
deemed outstanding for the purpose of computing the percentage of
outstanding shares beneficially owned by such person.
(2) Includes 335,590 shares, 714,000 shares, and 224,750 shares of Common
Stock that Mr. Reeves has the right to acquire upon the exercise of the
General Partner Warrant, Executive Warrants, and stock options under the
Company's stock option plans, respectively.
-8-
(3) Includes 335,590 shares, 714,000 shares, and 224,750 shares of Common
Stock that Mr. Mayell has the right to acquire upon the exercise of the
General Partner Warrant, Executive Warrants, and stock options under the
Company's stock option plans, respectively.
(4) Includes 6,250 shares of Common Stock that Mr. Gessenger has the right to
acquire upon the exercise of stock options. Excludes 18,750 shares
underlying options not exercisable within 60 days.
(5) Includes 6,250 shares of Common Stock that Mr. McMichael has the right to
acquire upon the exercise of a stock options. Excludes 18,750 shares
underlying options not exercisable within 60 days.
(6) Includes 44,376 shares of Common Stock that Mr. DeLano has the right to
acquire upon the exercise of stock options. Excludes 10,625 shares
underlying options not exercisable within 60 days.
(7) Includes 7,500 shares of Common Stock that Mr. Bond has the right to
acquire upon the exercise of stock options. Excludes 22,500 shares
underlying options not exercisable within 60 days.
(8) Includes 36,250 shares of Common Stock that Mr. Kares has the right to
acquire upon the exercise of options. Excludes 3,750 shares underlying
options not exercisable within 60 days.
(9) Includes 7,500 shares of Common Stock that Mr. Messersmith has the right
to acquire upon the exercise of stock options under the company stock
option plans. Excludes 22,500 shares underlying options not exercisable
within 60 days.
(10) Includes 43,750 shares of Common Stock that Mr. Prizzi has the right to
acquire upon the exercise of stock option. Excludes 11,250 shares
underlying options not exercisable within 60 days.
(11) Includes 14,375 shares of Common Stock that Mr. Ivy has the right to
acquire upon the exercise of stock options. Excludes 23,125 shares
underlying options not exercisable within 60 days.
(12) Includes 12,125 shares of Common Stock that Mr. Stamatedes has the right
to acquire upon exercise of stock options. Excludes 21,875 shares
underlying options not exercisable within 60 days.
(13) The business address of Mellon Bank Corporation is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
(14) The business address of Phemus Corporation is 600 Atlantic Avenue, Boston
Massachusetts 02210-2203. Includes 20,000 shares issued pursuant to the
exercise of stock options exercisable within 60 days.
(15) The business address of KAIM Non-Traditional, L.P. is 1800 Avenue of the
Stars, 2nd Floor, Los Angeles, California 90067.
(16) The business address of Warburg Pincus Counsellors, Inc. is 466 Lexington
Ave., New York, New York 10017.
-9-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of business, the Company offers participation in
exploration prospects to industry partners. Terms of each participation vary
depending on the risk and economic conditions of the industry. In addition, in
an effort to provide the Company's executive officers and key employees with
additional incentive to identify and develop successful exploratory prospects
for the Company, the Company has adopted a policy of offering to its principal
executive officers and key employees responsible for the identification and
development of prospects the right to participate in each of the prospects
pursued by the Company. Such participation is required to be on the same terms
and conditions as the Company and its outside partners and is currently limited
in aggregate to an approximate 8% working interest in any prospect. Other than
prospects in the Chocolate Bayou Field in which Mr. Reeves and Mr. Mayell each
have a right to have a 3.3% working interest and prospects completed prior to
1994 in which Messrs. Reeves and Mayell each has a working interest of 3.5%, the
maximum percentage which Messrs. Reeves and Mayell may currently elect to
participate in any prospect is a 1.5% working interest for each Messrs. Reeves
and Mayell and a 1% working interest in Chocolate Bayou Field for Paul E. Faulk,
the Company's reservoir engineer.
During 1997, the following individuals, either personally or through
wholly-owned or affiliated corporations, participated as working interest owners
in properties of the Company:
AMOUNT PAID
OR
OBLIGATION
INDIVIDUAL PROSPECT(2) INCURRED(2)(3)
- ------------------------- -------------------- ----------------
Joseph A. Reeves(1) Bayou Lafourche $660
E. Cameron 397,888
N. Crescent Farms 23
Lake Boeuf 7,137
NE Thornwell 40
SW Holmwood 12,004
Prudeaux Bayou 363,837
Deep Saline 78,103
Chocolate Bayou 140,847
Monte Carlo 101,053
Riviera 43
Matagorde Bay 128,941
----------------
$1,230,576
================
Michael J. Mayell (1) Bayou Lafourche $660
E. Cameron 397,888
N. Crescent Farms 23
Lake Boeuf 7,137
NE Thornwell 40
SW Holmwood 12,004
Prudeaux Bayou 363,837
Deep Saline 78,103
Chocolate Bayou 140,847
Monte Carlo 101,053
Riviera 43
-10-
AMOUNT PAID
OR
OBLIGATION
INDIVIDUAL PROSPECT(2) INCURRED(2)(3)
- ------------------------- -------------------- ----------------
Matagorde Bay 128,941
----------------
$1,230,576
================
- ---------------
(1) The investments by Mr. Reeves are effected through Texas Oil Distribution
and Development, Inc. ("TODD") and the investments by Mr. Mayell are
effected through Sydson Energy, Inc. (Sydson").
(2) Represents working interest in ten wells, of which four were successful
and three were in progress. The average working interests in each well
acquired was 1.3% for each of Messrs. Reeves and Mayell. Each of such
working interest purchases took place prior to spudding the respective
wells.
(3) The amounts set forth in this column represent amounts paid or payable by
the individual with respect to the well or prospect to acquire the working
interest and to pay for acquisition, drilling and completion costs
pursuant to the terms of the operating or other agreement relating to the
prospect or well. Ordinary course of business payments with respect to
operating costs have been excluded.
Under the terms of the operating and other agreements relating to the
Company's wells and prospects, the Company, as operator, incurs various expenses
relating to the prospect or well that are then billed to the working interest
owner. During 1997, each of TODD and Sydson were indebted to the Company for
expenses paid by the Company in respect of their working interest in various
prospects and wells in which the Company acted as operator.
TODD and Sydson collectively invested approximately $2,315,000 for the
year ended December 31, 1997, in oil and natural gas drilling activities for
which the Company was the operator. Collective amounts due from such entities
for such activities were approximately $2,500,000 as of December 31, 1997, which
have been netted by amounts owed to them from the Company. The Company has
executed note agreements with TODD and Sydson dated December 31, 1997 for
$1,510,699 each related to certain amounts due, which mature on December 30,
1998 and accrue interest at variable market rates. TODD and Sydson participated
under the same terms negotiated with unaffiliated working interest owners.
The Company believes that the granting of participation interests to its
employees in the Company's prospects promotes in them a proprietary interest in
the Company's exploration efforts that benefits the Company and its
shareholders. To achieve this objective, the Company has entered into agreements
with certain executive officers and key employees of the Company and a trust for
the benefit of all employees of the Company whereby such persons or trust are
granted net profits interest in the oil and natural gas production from certain
properties to the extent the Company acquires a mineral interest therein. The
net profits interest received is equivalent to an overriding royalty interest
less a proportionate share of the costs incurred by the Company and its
participating working interest owners for landowner royalties, severance and
production taxes and normal lease operating expenses, exclusive of drilling well
overhead rates and costs associated with the establishment or enhancement of
production. The interest to be granted with respect to any property will be
proportionately reduced to the extent the interest of the Company and its
participating working interest owners is less than 100%. The net profits
interest for an individual officer or employee applies to all properties on
which the Company expends funds during the employee's employment with the
company for the identification or acquisition of geological, land or engineering
data or for the drilling of a well. The net profits interest with respect to a
particular property continues following the officer's termination of employment
so long as there is not a three-year period following the expiration or
termination of the last mineral interest in such property during which the
Company does not have a mineral interest therein. During such time as the
officer has a net profits interest in a particular property, the agreement
provides that the Company will have an exclusive option to acquire leases and
other mineral interests therein.
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Joe E. Kares, a member of the Executive Compensation Committee, is a
partner in the public accounting firm of Kares & Cihlar, which provided the
Company and its affiliates with accounting services for the years ended December
31, 1997, 1996 and 1995 and received fees of approximately $27,000, $56,000 and
$68,000, respectively. These fees exceeded 5% of the gross revenues of Kares &
Cihlar for 1996. The Company believes that these fees were equivalent to the
fees that would have been paid to similar firms providing its services in arm's
length transactions.
Mr. Messersmith is a partner in the law firm of Fouts & Moore, L.L.P. in
Houston, Texas, which periodically provides legal services for the Company. In
addition, the Company has Mr. Messersmith on personal retainer of $8,333.33 per
month relating to services provided to the Company personally by Mr.
Messersmith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
By: /s/ JOSEPH A. REEVES, JR.
Joseph A. Reeves, Jr.
Chief Executive Officer
(Principal Executive Officer)
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