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 5, 1999
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in charter)
TEXAS 1-10671 76-0319553
(State of Incorporation) (Commission File No.) (I.R.S. Employer
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
Page 1
Exhibit Index Appears on Page 4
ITEM 5. OTHER EVENTS.
On May 5, 1999, The Meridian Resource Corporation, a Texas corporation
(the "Company"), announced that its Board of Directors had approved a
Shareholder Rights Plan (the "Plan"). A copy of the Rights Agreement dated May
5, 1999, between the Company and American Stock Transfer & Trust Co., as Rights
Agent, the Resolution Establishing a Series of Preferred Stock dated May 5,
1999, Form of Right Certificate, the Summary of Rights to Purchase Preferred
Shares and the press release announcing the adoption of the Plan are filed as
Exhibits 4.1, 4.2, 4.3, 4.4 and 99.1, respectively, and are incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
3.1 - Amendment No. 1 to Amended and Restated Bylaws
4.1 - Rights Agreement dated May 5, 1999, between the Company and
American Stock Transfer & Trust Co., as Rights Agent.
4.2 - Resolution Establishing a Series of Preferred Stock dated
May 5, 1999.
4.3 - Form of Right Certificate.
4.4 - Summary of Rights to Purchase Preferred Shares.
99.1 - Press release of the Company dated May 6, 1999, announcing the
adoption of the Plan.
Page 2
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.
THE MERIDIAN RESOURCE CORPORATION
Dated: May 11, 1999 By: P. RICHARD GESSINGER
P. Richard Gessinger
Chief Financial Officer
Page 3
INDEX TO EXHIBITS
NUMBER EXHIBIT
------ -------
3.1 Amendment No. 1 to Amended and Restated Bylaws
4.1 Rights Agreement dated May 5, 1999, between the Company and
American Stock Transfer & Trust Co., as Rights Agent.
4.2 Resolution Establishing a Series of Preferred Stock dated May 5,
1999.
4.3 Form of Right Certificate.
4.4 Summary of Rights to Purchase Preferred Shares.
99.1 Press release of the Company dated May 6, 1999, announcing the
adoption of the Plan.
Page 4