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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): JANUARY 29, 2001
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.)
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 597-7000
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ITEM 5. OTHER EVENTS.
On January 29, 2001, The Meridian Resource Corporation, a Texas
corporation (the "Company"), completed the repurchase of all of the Company's
outstanding preferred stock (convertible into 12.8 million shares of the
Company's common stock) and six million shares of the Company's common stock
from Shell Louisiana Onshore Properties Inc., a Delaware corporation ("Shell"),
for an aggregate cash price of $114 million. The repurchase was the result of
the exercise of an option to purchase such shares granted to the Company by
Shell under an Option and Standstill Agreement, dated July 17, 2000, between the
Company and Shell. In connection with the repurchase, the Company and Shell
entered into a Termination Agreement and a Registration Rights Agreement, which
are filed as Exhibits 4.1 and 4.2 hereto, respectively, and the Company and
American Stock Transfer & Trust Co., as rights agent, entered into Amendment No.
1 to Rights Agreement, which is filed as Exhibit 4.3 hereto, each of which
exhibits are hereby incorporated herein by reference. A copy of the press
release announcing the completion of the repurchase is filed as Exhibit 99.1
hereto, and is also hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 - Termination Agreement, dated January 29, 2001, by and
between the Company and Shell Louisiana Onshore Properties
Inc.
4.2 - Registration Rights Agreement, dated January 29, 2001, by
and between the Company and Shell Louisiana Onshore
Properties Inc.
4.3 - Amendment No. 1, dated as of January 29, 2001, to Rights
Agreement, dated as of May 5, 1999, by and between the
Company and American Stock Transfer & Trust Co., as rights
agent.
99.1 - Press release of the Company dated January 29, 2001,
announcing exercise of the option, granted under the Option
and Standstill Agreement between the Company and Shell, to
repurchase all of the outstanding shares of the Company's
preferred stock (convertible into 12.8 million shares of
common stock), plus six million shares of the Company's
common stock, held by Shell for an aggregate cash price of
$114 million.
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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.
THE MERIDIAN RESOURCE CORPORATION
Dated as of January 29, 2001 /s/ P. Richard Gessinger
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P. Richard Gessinger
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Number Exhibit
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4.1 - Termination Agreement, dated January 29, 2001, by and
between the Company and Shell Louisiana Onshore
Properties Inc.
4.2 - Registration Rights Agreement, dated January 29, 2001,
by and between the Company and Shell Louisiana Onshore
Properties Inc.
4.3 - Amendment No. 1, dated as of January 29, 2001, to Rights
Agreement, dated as of May 5, 1999, by and between the
Company and American Stock Transfer & Trust Co., as
rights agent.
99.1 - Press release of the Company dated January 29, 2001,
announcing exercise of the option, granted under the
Option and Standstill Agreement between the Company and
Shell, to repurchase all of the outstanding shares of
the Company's preferred stock (convertible into 12.8
million shares of common stock), plus six million shares
of the Company's common stock, held by Shell for an
aggregate cash price of $114 million.