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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): JULY 3, 1997
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in charter)
TEXAS 001-10671 76-0319553
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
15995 N. BARKER'S LANDING, SUITE 300
HOUSTON, TEXAS 77079
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 558-8080
TEXAS MERIDIAN RESOURCES CORPORATION
(Former name or former address, if changed since last report.)
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Exhibit Index Appears on Page 5
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ITEM 5. OTHER EVENTS.
On July 3, 1997, The Meridian Resource Corporation, a Texas
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with a wholly owned subsidiary of the Company ("Sub") and
Cairn Energy USA, Inc., a Delaware corporation ("Cairn"), providing for the
acquisition by the Company of Cairn pursuant to an expected tax free merger
(the "Merger") in which the stockholders of Cairn will receive 1.08 shares of
the Company's common stock, $.01 par value ("Company Common Stock"), in
exchange for each outstanding share of Cairn common stock, $.01 par value
("Cairn Common Stock"). Based on the number of shares of Cairn Common Stock
outstanding as of June 30, 1997, a total of approximately 18.9 million shares of
Company Common Stock would be issued in the Merger.
The Merger is subject to various conditions, including the receipt of
all required regulatory approvals and the expiration or termination of all
waiting periods (and extensions thereof) under the Hart-Scott-Rodino Act.
Although there can be no assurance that the Merger will close, the Company
currently anticipates that the acquisition will be consummated shortly after
the receipt of such regulatory approvals and the approval of the Merger by the
stockholders of the Company and Cairn.
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The description of the terms and provisions of the Merger Agreement in
this report are qualified in their entirety by reference to the Merger
Agreement that is filed as an exhibit hereto and is hereby incorporated herein
by reference. A copy of the press release announcing the signing of the Merger
Agreement is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
In addition, on June 19, 1997, the Company's shareholders approved an
amendment to the Company's Second Amended and Restated Articles of
Incorporation changing the name of the Company from "Texas Meridian Resources
Corporation" to "The Meridian Resource Corporation".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 - Agreement and Plan of Merger dated as of July 3, 1997, by
and among The Meridian Resource Corporation, C Acquisition
Corp. and Cairn Energy USA, Inc.
99.1 - Press Release of the Company dated June 7, 1997,
announcing the signing of the Merger Agreement.
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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: July 7, 1997 /s/ Lloyd V. Delano
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Lloyd V. Delano
Vice President
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INDEX TO EXHIBITS
Number Exhibit
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2.1 Agreement and Plan of Merger dated as of July 3,
1997, by and among The Meridian Resource Corporation,
C Acquisition Corp. and Cairn Energy USA, Inc.
99.1 Press Release of the Company dated July 7, 1997,
announcing the signing of the Merger Agreement.
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