================================================================================
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): AUGUST 27, 2003
THE MERIDIAN RESOURCE CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
TEXAS 1-10671 76-0319553
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
281-597-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
================================================================================
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On August 27 and 28, 2003, The Meridian Resource Corporation ("we",
"our" or the "Company") closed the offering and sale of 8,703,537 shares of its
common stock, par value $.01 per share, at a purchase price of $3.87 per share.
The Company expects net proceeds, after related fees and expenses, to be
approximately $33.0 million, and expects to use those proceeds to reduce debt
and for general corporate purposes.
FORWARD-LOOKING STATEMENTS
We believe that some statements contained in this report relate to
results or developments that we anticipate will or may occur in the future and
are not statements of historical fact. Those statements are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Words such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar expressions identify forward-looking
statements. Examples of forward looking statements include statements about our
future operating results; our repayment of debt; our future capital
expenditures; our expansion and growth of operations; and our future investments
in and acquisitions of oil and natural gas properties.
We have based these forward-looking statements on assumptions and
analyses made in light of our experience and our perception of historical
trends, current conditions, and expected future developments. However, you
should be aware that these forward-looking statements are only our predictions
and we cannot guarantee any such outcomes. Future events and actual results may
differ materially from the results set forth in or implied in the
forward-looking statements. Factors that might cause such a difference include
general economic and business conditions; exposure to market risks in our
financial instruments; fluctuations in worldwide prices and demand for oil and
natural gas; the direct or indirect effects on our business resulting from
recent terrorist incidents; fluctuations in the levels of our oil and natural
gas exploration and development activities; risks associated with oil and
natural gas exploration and development activities; competition for raw
materials and customers in the oil and natural gas industry; technological
changes and developments in the oil and natural gas industry; regulatory
uncertainties and potential environmental liabilities; and potential for and
uncertainty of the outcome of pending or threatened litigation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Fulbright & Jaworski L.L.P.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
(Registrant)
By: /s/ Lloyd V. DeLano
--------------------------------
Lloyd V. DeLano
Senior Vice President
Date: August 28, 2003
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of Fulbright & Jaworski L.L.P.
</Table>