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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): JUNE 29, 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
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Exhibit Index Appears on Page 4
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ITEM 5. OTHER EVENTS.
During June 1999, The Meridian Resource Corporation, a Texas
corporation (the "Company"), completed private placements of an aggregate of
$20 million of its 9 1/2% convertible subordinated noted due June 18, 2005 (the
"Notes"). The Notes are unsecured and contain customary events of default, but
do not contain any maintenance or other restrictive covenants.
Interest is payable on a quarterly basis.
The Notes are convertible at any time by the holders of the Notes
into shares of the Company's common stock, $.01 par value ("Common Stock"),
utilizing a conversion price of $7.00 per share (the "Conversion Price"). The
Conversion Price is subject to customary anti-dilution provisions. The holders
of the Notes have been granted registration rights with respect to the shares
of Common Stock that are issued upon conversion of the Notes or issuance of the
warrants discussed below.
The Notes may be prepaid by the Company at any time without penalty
or premium; however, in the event the Company redeems or prepays the Notes on
or before June 21, 2001, the Company will issue to the holders of the Notes
warrants to purchase that number of shares of Common Stock into which such
Notes would have been convertible on the date of prepayment. Such warrants will
have exercise prices equal to the Conversion Price in effect on the date of
issuance and will expire on June 21, 2001, regardless of the date such warrants
are issued.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 - Note Purchase Agreement dated June 18, 1999, between
the Company and Kayne Anderson Energy Fund, L.P.
4.2 - Note Purchase Agreement dated June 22, 1999, between
the Company and Eos Partners, L.P.
4.3 - 9 1/2% Subordinated Note due June 18, 2001, payable
by the Company to Kayne Anderson Energy Fund, L.P.
4.4 - 9 1/2% Subordinated Note due June 18, 2001, payable
by the Company to Eos Partners, L.P.
4.5 - Form of warrant attached as Annex A to Exhibits 4.3
and 4.4.
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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: June 29, 1999 By: /s/ P. Richard Gessinger
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P. Richard Gessinger
Chief Financial Officer
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INDEX TO EXHIBITS
Number Exhibit
4.1 - Note Purchase Agreement dated June 18, 1999, between the Company
and Kayne Anderson Energy Fund, L.P.
4.2 - Note Purchase Agreement dated June 22, 1999, between the Company
and Eos Partners, L.P.
4.3 - 9 1/2% Subordinated Note due June 18, 2001, payable by the Company
to Kayne Anderson Energy Fund, L.P.
4.4 - 9 1/2% Subordinated Note due June 18, 2001, payable by the Company
to Eos Partners, L.P.
4.5 - Form of warrant attached as Annex A to Exhibits 4.3 and 4.4.
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