As filed with the Securities and Exchange Commission on January 31, 2002
Registration Number 333-75414
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(281) 597-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MR. JOSEPH A. REEVES, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE MERIDIAN RESOURCE CORPORATION
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(281) 597-7000
(Name, address, including zip code, and telephone number including area code, of
agent for service)
Copies to:
CHARLES L. STRAUSS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective, subject
to market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please
check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ] _________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[ ] ______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
================================================================================
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
TITLE OF SHARES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE PRICE FEE (3)
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Common stock, par value
$0.01 per share(1) 1,940,991 shares (2) Not applicable. $6,424,680 $1,481
=========================================================================================================================
(1) Includes preferred stock purchase rights associated with the Common Stock.
Since no separate consideration is payable for such rights, the
registration fee for such securities is included in the fee for the Common
Stock.
(2) Represents the number of shares of Common Stock of the Registrant that may
be sold by selling shareholders of the Registrant.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act. Calculated as the sum of:
(a) the registration fee of $1,465 paid upon the initial filing on
December 19, 2001, which was based on 1,891,682 shares of Common Stock at
a December 13, 2001 average market price of $3.24 per share, and (b) 49,309
additional shares of Common Stock at $3.31 per share, which was the average
of the high and low prices per share of Registrant's Common Stock on
January 30, 2002, as reported on the New York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT THAT CONTAINS THIS PROSPECTUS AND THAT HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THOSE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THOSE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
--------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED JANUARY 31, 2002
PROSPECTUS
[MERIDIAN LOGO]
1,940,991 SHARES
COMMON STOCK, PAR VALUE $.01 PER SHARE
This prospectus relates to offering of up to 1,940,991 shares of our
common stock, par value $.01 per share.
The selling shareholders named on page 10 of this prospectus hold the
shares of common stock offered hereunder.
We will not receive any of the proceeds from the sale of the shares by
the selling shareholders. We have agreed to bear all expenses, including
registration and filing fees and printing expenses (other than selling
discounts, commissions and transfer taxes) in connection with the registration
and sale of the shares being offered by the selling shareholders. We have agreed
to indemnify the selling shareholders against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Our common stock is listed on the New York Stock Exchange (the "NYSE")
under the trading symbol "TMR". Any common stock sold pursuant to a prospectus
supplement will be listed on that exchange, subject to official notice of
issuance. On January 30, 2002 the last reported sales price for our common stock
was $3.39 per share.
YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE
HEADING "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS AND UNDER THE
SAME HEADING IN THE APPLICABLE PROSPECTUS SUPPLEMENT BEFORE INVESTING IN THE
COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE DISTRIBUTED UNDER
THIS PROSPECTUS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING SHAREHOLDERS MAY NOT SELL THE COMMON STOCK TO BE REGISTERED
HEREUNDER UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE
COMMON STOCK AND IT IS NOT SOLICITING AN OFFER TO BUY THE COMMON STOCK IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
___________, 2002
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS............................................................................................1
ABOUT THE MERIDIAN RESOURCE CORPORATION..........................................................................1
RECENT DEVELOPMENTS..............................................................................................1
FORWARD-LOOKING STATEMENTS.......................................................................................1
RISK FACTORS.....................................................................................................3
USE OF PROCEEDS..................................................................................................8
SELLING SHAREHOLDERS.............................................................................................8
PLAN OF DISTRIBUTION............................................................................................10
LEGAL MATTERS...................................................................................................12
EXPERTS.........................................................................................................12
RESERVE ENGINEERS...............................................................................................12
WHERE YOU CAN FIND MORE INFORMATION.............................................................................13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................................................................13
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission using a "shelf" registration
process. Under the shelf registration process, the selling shareholders may,
from time to time, offer shares of our common stock that are owned by them. Each
time the selling shareholders offer common stock under this prospectus, they
will provide a prospectus supplement, if required, that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described in "Where You Can Find More Information" on page 13.
The selling shareholders may offer the common stock in amounts, at
prices, and on terms determined at the time of offering. The selling
shareholders may sell the common stock directly to you or through underwriters
they select. If the selling shareholders use underwriters to sell the common
stock, we will name them and describe their compensation in a prospectus
supplement.
ABOUT THE MERIDIAN RESOURCE CORPORATION
We are an independent oil and natural gas exploration and production
company with operations focused on onshore regions in south Louisiana and the
Texas Gulf Coast as well as offshore regions in the Gulf of Mexico. We use both
3-D seismic and computer-aided exploration (CAEX) technology to explore and
develop our oil and natural gas properties.
As of December 31, 2000, our reserves totaled approximately 306 Bcfe,
representing a decrease of 16% from year-end 1999. These reserves have an
average life of six years and consist of approximately 56% natural gas reserves
with 72% of those being proved developed and 28% being proved undeveloped. The
present value of future net cash flows before income taxes for these reserves is
$1,339 million (based on prices of $26.20 per Bbl of oil and $10.20 per Mcf of
natural gas). In addition to the proved reserves, we hold rights and licenses to
over 4,200 square miles of 3-D seismic data as well as access to over 156,000
miles of 2-D seismic data. Our average net production during 2000 and the first
nine months of this year was 141 Mmcfe per day and 109 Mmcfe per day,
respectively.
We believe we are among the leaders in the use of 3-D seismic
technology by independent oil and natural gas companies. We also believe we have
a competitive advantage in the areas where we operate because of both our large
inventory of 2-D and 3-D seismic data and our expertise with and disciplined
application of 3-D seismic technology.
Our principal executive offices are located at 1401 Enclave Parkway,
Suite 300, Houston, Texas, and our telephone number is (281) 597-7000.
RECENT DEVELOPMENTS
On December 5, 2001, we amended our Subordinated Credit Agreement with
Fortis Capital Corp. that we originally entered into on January 5, 2001. Under
the original agreement, the maturity date of the $25 million outstanding
principal balance was December 31, 2001. Under the amended agreement, Fortis
made certain increases to the interest rate on the debt and extended the
maturity date so that $5 million of the principal is due September 1, 2002, an
additional $5 million is due December 1, 2002 and the remaining $15 million is
due December 31, 2002. In connection with the amendment of the Fortis
agreement, we amended our revolving credit facility. Under the amendment to our
revolving credit facility, our lenders agreed to maintain our borrowing base at
$190 million until the March 2002 borrowing base redetermination, which will be
based on the December 31, 2001 reserve report and will be subject to the
approval of our lenders. If our lenders do not unanimously agree upon the
borrowing base amount as calculated under the March 2002 redetermination, the
borrowing base will be automatically redetermined to equal $180 million until a
new borrowing base has been agreed upon by all of the lenders.
FORWARD-LOOKING STATEMENTS
We believe that some statements contained in this prospectus or in the
documents incorporated by reference into this prospectus 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",
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"intend", "may", "plan", "predict", "project", "will" and similar expressions
identify forward-looking statements. Examples of forward looking statements
include statements about the following:
o our future operating results,
o our repayment of debt,
o our future capital expenditures,
o our expansion and growth of operations, and
o 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:
o general economic and business conditions,
o exposure to market risks in our financial instruments,
o fluctuations in worldwide prices and demand for oil and natural gas,
o the direct or indirect effects on our business resulting from recent
terrorist incidents,
o fluctuations in the levels of our oil and natural gas exploration
and development activities,
o risks associated with oil and natural gas exploration and
development activities,
o competition for raw materials and customers in the oil and natural
gas industry,
o technological changes and developments in the oil and natural gas
industry,
o regulatory uncertainties and potential environmental liabilities,
o potential for and uncertainty of the outcome of pending or
threatened litigation, and
o additional matters discussed under "Risk Factors".
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RISK FACTORS
In addition to the information contained in this prospectus, in any
prospectus supplements, and in the documents incorporated by reference into this
prospectus, you should carefully consider the following information before
making an investment decision. If any of the following risks actually occur, our
financial condition and our results of operations could be materially and
adversely affected. Additional risks and uncertainties not presently known to us
may also impair our business operations.
This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ from those anticipated in
these forward-looking statements as a result of both the risks described below
and factors described elsewhere in this prospectus. You should read the section
above entitled "Forward-Looking Statements" for further discussion of these
matters.
THE OIL AND NATURAL GAS MARKET IS VOLATILE AND EXPOSES US TO FINANCIAL RISKS.
Our profitability and cash flow are highly dependent on the market
prices of oil and natural gas. Historically, the oil and natural gas markets
have proven cyclical and volatile as a result of factors that are beyond our
control. These factors include taxes, consumer product demand, the weather, the
price and availability of alternative fuels, the level of imports and exports of
oil and natural gas, worldwide economic, political, and regulatory conditions,
and action taken by the Organization of Petroleum Exporting Countries.
Any significant decline in oil and natural gas prices or any other
unfavorable market conditions could have a material adverse affect on our
financial condition and on the carrying value of our proved reserves.
Consequently, we may not be able to generate sufficient cash flows from
operations to meet our obligations and to make planned capital expenditures.
Price declines may also affect the measure of discounted future net cash flows
of our reserves, a result that could adversely impact the borrowing base under
our credit facility and may increase the likelihood that we will incur
additional impairment charges on our oil and natural gas properties for
financial accounting purposes.
OUR HEDGING TRANSACTIONS MAY NOT ADEQUATELY PREVENT LOSSES.
We cannot predict future oil and natural gas prices with certainty. To
manage our exposure to the risks inherent in such a volatile market, from time
to time we have entered into commodities futures, swap or option contracts to
hedge a portion of our oil and natural gas production against market price
changes. Hedging transactions are intended to limit the negative effect of
further price declines, but may also prevent us from realizing the benefits of
price increases above the levels reflected in the hedges.
OUR RESERVE ESTIMATES AND FUTURE NET CASH FLOWS ARE UNCERTAIN.
Our estimates of the quantities of proved reserves and our projections
of both future production rates and the timing of development expenditures are
uncertain. You should not construe these reserve estimates as the current market
value of our oil and natural gas reserves. Any downward revisions of these
estimates could adversely affect our financial condition and our borrowing base
under the credit facility.
We are unaware of any technique that gives exact measurements of the
underground accumulations of oil and natural gas. Instead, those accumulations
must be estimated by our reserve engineers from T.J. Smith & Company, Inc. The
accuracy of those reserve estimates depends in large part on the quality of
available data and on the engineering and geological interpretation of our
engineers. Our engineers may calculate estimates that vary widely from estimates
calculated by another team of independent engineers. Our engineers may even make
material changes to reserve estimates based on the
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results of actual drilling, testing, and production. Consequently, our reserve
estimates often differ from the quantities of oil and natural gas we ultimately
recover.
We also make certain assumptions regarding future oil and natural gas
prices, production levels, and operating and development costs that may prove
incorrect when judged against our actual experience. Any significant variance
from these assumptions could greatly affect our estimates of reserves and of
future net cash flows.
WE DEPEND ON KEY PERSONNEL TO EXECUTE OUR BUSINESS PLANS.
The loss of any key executives or any other key personnel could have a
material adverse affect on our operations. We depend on the efforts and skills
of our key executives, including Joseph A. Reeves, Jr., Chairman of the Board
and Chief Executive Officer, and Michael J. Mayell, President and Chief
Operating Officer. Moreover, as we continue to grow our asset base and the scope
of our operations, our future profitability will depend on our ability to
attract and retain qualified personnel.
WE COMPETE AGAINST SIGNIFICANT PLAYERS IN THE OIL AND NATURAL GAS INDUSTRY.
The oil and natural gas industry is highly competitive. Our ability to
acquire additional properties and to discover additional reserves depends on our
ability to consummate transactions in this highly competitive environment. We
compete with major oil companies, other independent oil and natural gas
companies, and individual producers and operators. Many of these competitors
have access to greater financial and personnel resources than those to which we
have access. Moreover, the oil and natural gas industry competes with other
industries in supplying the energy and fuel needs of industrial, commercial and
other consumers. Increased competition causing oversupply or depressed prices
could greatly affect our revenues.
THE OIL AND NATURAL GAS MARKET IS HEAVILY REGULATED.
We are subject to various federal, state and local laws and
regulations. These laws and regulations govern safety, exploration, development,
taxation and environmental matters that are related to the oil and natural gas
industry. To conserve oil and natural gas supplies, regulatory agencies may
impose price controls and may limit our production. Certain laws and regulations
require drilling permits, govern the spacing of wells and the prevention of
waste, and limit the total number of wells drilled or the total allowable
production from successful wells. Other laws and regulations govern the
handling, storage, transportation and disposal of oil and natural gas and any
byproducts produced in oil and natural gas operations. These laws and
regulations could adversely impact our operations and our revenues.
Laws and regulations that affect us may change from time to time in
response to economic or political conditions. Thus, we must also consider the
impact of future laws and regulations that may be passed in the jurisdictions
where we operate. We anticipate that future laws and regulations related to the
oil and natural gas industry will become increasingly stringent and cause us to
incur substantial compliance costs.
THE NATURE OF OUR OPERATIONS EXPOSES US TO ENVIRONMENTAL LIABILITIES.
Our operations create the risk of environmental liabilities. We may
incur liability to governments or to third parties for any unlawful discharge of
oil, gas or other pollutants into the air, soil or water. We could potentially
discharge oil or natural gas into the environment in any of the following ways:
o from a well or drilling equipment at a drill site,
o from a leak in storage tanks, pipelines or other gathering and
transportation facilities,
4
o from damage to oil or natural gas wells resulting from accidents
during normal operations, or
o from blowouts, cratering or explosions.
Environmental discharges may move through the soil to water supplies or
to adjoining properties, giving rise to additional liabilities. Some laws and
regulations could impose liability for failure to obtain the proper permits for,
to control the use of, or to notify the proper authorities of a hazardous
discharge. Such liability could have a material adverse effect on our financial
condition and our results of operations and could possibly cause our operations
to be suspended.
We may also be liable for any environmental hazards created either by
the previous owners of properties that we purchase or lease or by acquired
companies prior to the date we acquire them. Such liability would affect the
costs of our acquisition of those properties. In connection with any of these
environmental violations, we may also be charged with remedial costs. Pollution
and similar environmental risks generally are not fully insurable.
Although we do not believe that our environmental risks are materially
different from those of comparable companies in the oil and natural gas
industry, we cannot assure you that environmental laws will not result in
decreased production, substantially increased costs of operations or other
adverse effects to our combined operations and financial condition.
WE REQUIRE SUBSTANTIAL CAPITAL REQUIREMENTS TO FINANCE OUR OPERATIONS.
We have substantial anticipated capital requirements. Our ongoing
capital requirements consist primarily of the need to fund our 2001 and 2002
capital and exploration budget and the acquisition, development, exploration,
production and abandonment of oil and natural gas reserves.
We plan to finance anticipated ongoing expenses and capital
requirements with funds generated from the following sources:
o asset sales,
o available cash and cash investments,
o cash provided by operating activities,
o capital raised through debt and equity offerings and
o funds received under our bank line of credit.
Although we believe the funds provided by these sources will be
sufficient to meet our 2002 cash requirements, the uncertainties and risks
associated with future performance and revenues will ultimately determine our
liquidity and our ability to meet anticipated capital requirements. If declining
prices cause our revenues to decrease, we may be limited in our ability to
replace our reserves, to maintain current production levels and to undertake or
complete future drilling programs. As a result, our production and revenues
would continue to decrease over time and may not be sufficient to satisfy our
projected capital expenditures. We cannot assure you that we will be able to
obtain additional debt or equity financing in such a circumstance.
OUR OPERATIONS ENTAIL INHERENT CASUALTY RISKS FOR WHICH WE MAY HAVE INADEQUATE
INSURANCE.
We must continually acquire, explore and develop new oil and natural
gas reserves to replace those produced and sold. Our hydrocarbon reserves and
our revenues will decline if we are not successful in our drilling, acquisition
or exploration activities. Although we have historically maintained our reserve
base primarily through successful exploration and development operations, we
cannot assure
5
you that future efforts will be similarly successful. Casualty risks and other
operating risks could cause reserves and revenues to decline.
Our onshore and offshore operations are subject to inherent casualty
risks such as fires, blowouts, cratering and explosions. Other risks include
pollution, the uncontrollable flows of oil, natural gas, brine or well fluids,
and the hazards of marine and helicopter operations such as capsizing, collision
and adverse weather and sea conditions. These risks may result in injury or loss
of life, suspension of operations, environmental damage or property and
equipment damage, all of which would cause us to experience substantial
financial losses.
Our drilling operations involve risks from high pressures and from
mechanical difficulties such as stuck pipes, collapsed casings and separated
cables. Our offshore properties involve higher exploration and drilling risks
such as the cost of constructing exploration and production platforms and
pipeline interconnections as well as weather delays and other risks. Although we
carry insurance that we believe is in accordance with customary industry
practices, we are not fully insured against all casualty risks incident to our
business. We do not carry business interruption insurance. Should an event occur
against which we are not insured, that event could have a material adverse
effect on our financial position and our results from operations.
OUR OPERATIONS ALSO ENTAIL SIGNIFICANT OPERATING RISKS.
Our drilling activities involve risks, such as drilling non-productive
wells or dry holes, which are beyond our control. Often, the cost of drilling
and operating wells and of installing production facilities and pipelines is
uncertain. Cost overruns are common risks that often make a project
uneconomical. The decision to purchase and to exploit a prospect property
depends on the evaluations made by our reserve engineers, the results of which
are often inconclusive or subject to multiple interpretations. We may also
decide to reduce or cease our drilling operations due to title problems, weather
conditions, noncompliance with governmental requirements or shortages and delays
in the delivery or availability of equipment or fabrication yards.
Another risk of our operations is the proper marketing of our oil and
natural gas production. Effective marketing depends on factors such as the
existing market supply and demand for oil and natural gas and the limitations
imposed by governmental regulations. The proximity of our reserves to pipelines
and the available capacity of such pipelines and other transportation,
processing and refining facilities also affect our marketing efforts. Even if we
discover hydrocarbons in commercial quantities, a substantial period of time may
elapse before we begin commercial production. If pipeline facilities in an area
are insufficient, we may have to wait for the construction or expansion of
pipeline capacity before we can market production from that area. Another risk
lies in our ability to negotiate commercially satisfactory arrangements with the
owners and operators of production platforms in close proximity to our wells.
Also, natural gas wells may be shut in for lack of market demand or because of
the inadequate capacity or unavailability of natural gas pipelines or gathering
systems.
TERRORIST ATTACKS AND THREATS OR ACTUAL WAR MAY NEGATIVELY AFFECT OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Our business is affected by general economic conditions and
fluctuations in consumer confidence and spending, which can decline as a result
of numerous factors outside of our control, such as terrorist attacks and acts
of war. Recent terrorist attacks in the United States, as well as events
occurring in response to or in connection with them, including future terrorist
attacks against U.S. targets, rumors or threats of war, actual conflicts
involving the United States or its allies, or military or trade disruptions
impacting our suppliers or our customers, may adversely impact our operations.
Strategic targets such as energy-related assets may be at greater risk of future
terrorist attacks than other targets in the United States. These occurrences
could have an adverse impact on energy prices, including prices for our
6
natural gas and crude oil production. In addition, disruption or significant
increases in energy prices could result in government-imposed price controls. It
is possible that any or a combination of these occurrences could have a material
adverse effect on our business, financial condition and results of operations.
WE HAVE INCURRED A HIGH LEVEL OF DEBT.
If we are unable to generate sufficient cash flows from operations in
the future to service our debt, we may need to refinance all or a portion of our
existing debt or to obtain additional financing. We cannot assure you that any
such refinancing or additional financing would be possible. Our ability to meet
our debt service obligations and to reduce our total indebtedness will depend on
our future performance and our ability to maintain or increase cash flows from
our operations. These outcomes are subject to general economic conditions and to
financial, business and other factors affecting our operations, many of which we
do not control, including the prevailing market prices for oil and natural gas.
We cannot assure you that our business will continue to generate cash flows at
or above current levels.
OUR LENDERS IMPOSE RESTRICTIONS ON US THAT LIMIT OUR ABILITY TO CONDUCT
BUSINESS.
Our credit facility contains restrictive covenants with which we must
comply or we risk being found in default of that debt instrument. If we default,
the holders of the debt instrument could accelerate the payment of all borrowed
funds, together with accrued and unpaid interest. We cannot assure you that we
would be able to remit such an accelerated payment or to access sufficient funds
from alternative sources to remit any such payment. Even if we could obtain
additional financing, we cannot assure you that the terms of that financing
would be favorable or acceptable to us.
The restrictive covenants impose significant operating and financial
restraints that could impair our ability to obtain future financing, to make
capital expenditures, to pay dividends, to engage in mergers or acquisitions, to
withstand future downturns in our business or in the general economy or to
otherwise conduct necessary corporate activities. Furthermore, we have pledged
all of our offshore oil and natural gas properties and the stock of all of our
principal operating subsidiaries as collateral for the indebtedness under our
credit facility. If we are in material default of our obligations under that
credit facility, the lenders are entitled to liens on additional oil and natural
gas properties. This pledge of collateral to our credit facility lenders could
impair our ability to obtain additional financing on favorable terms.
WE ARE DEPENDENT ON OTHER OPERATORS WHO INFLUENCE OUR PRODUCTIVITY.
Even on properties we do not operate, we try to maintain significant
influence over the nature and timing of exploration and development activities
to the extent possible. However, we have limited influence over operations on
some of our oil and natural gas properties, including limited control over the
maintenance of both safety and environmental standards. The operators of those
properties may:
o refuse to initiate exploration or development projects (in which
case we may propose desired exploration or development activities),
o refuse to provide us with funding for any of the projects the
operators have refused to initiate,
o initiate exploration or development projects on a slower schedule
than we prefer, or
o drill more wells or build more facilities on a project than we can
adequately finance, which may limit our participation in those
projects or limit our percentage of the revenues from those
projects.
7
The occurrence of any of the foregoing events could have a material adverse
effect on our anticipated exploration and development activities.
OUR WORKING INTEREST OWNERS FACE CASH FLOW AND LIQUIDITY CONCERNS.
If oil and natural gas prices decline, many of our working interest
owners may experience liquidity and cash flow problems. These problems may lead
to their attempting to delay the pace of drilling or project development in
order to conserve cash. Any such delay may be detrimental to our projects. In
most cases, we can influence the pace of development by enforcing our joint
operating agreements. Some working interest owners, however, may be unwilling or
unable to pay their share of the project costs as they become due. A working
interest owner may declare bankruptcy and refuse or be unable to pay its share
of the project costs and we would be obligated to pay that working interest
owner's share of the project costs.
OUR INABILITY TO ACQUIRE OR INTEGRATE ACQUIRED COMPANIES MAY INHIBIT OUR GROWTH.
Our business strategy calls for us to make acquisitions of businesses
that complement or expand our current business. We cannot assure you that we
will be able to identify attractive acquisition opportunities. Even if we do
identify attractive opportunities, we cannot assure you that we will be able to
complete the acquisition or to do so on commercially acceptable terms. If we do
complete an acquisition, we must anticipate difficulties in integrating its
operations, systems, technology, management and other personnel with our own.
These difficulties may disrupt our ongoing operations, distract our management
and employees and increase our expenses. Even if we are able to overcome such
difficulties, we cannot assure you that we will realize the anticipated benefits
of any acquisition. Furthermore, we may incur additional debt or issue
additional equity securities to finance any future acquisitions. Any issuance of
additional securities may dilute the value of shares currently outstanding.
ADDITIONAL RISK FACTORS
Please see the prospectus supplement, if any, and our filings with the
Securities and Exchange Commission incorporated herein for additional risk
factors that may be applicable to our common stock or to us in the future.
USE OF PROCEEDS
All sales of the common stock under this prospectus will be by or for
the account of the selling shareholders listed in the following section. We will
not receive any proceeds from the sale of the common stock by any of the selling
shareholders.
SELLING SHAREHOLDERS
We have filed a registration statement on Form S-3 with the SEC, of
which this prospectus forms a part, pursuant to registration rights we granted
to the selling shareholders upon the issuance of their respective shares.
All of the shares of common stock offered under this prospectus are
being offered and sold by the selling shareholders listed in the table below.
The selling shareholders may offer pursuant to this prospectus only those shares
of common stock listed below under the column "Number of Shares Being Offered".
The shares of common stock reflected below in the column entitled "Number of
Shares Being Offered" are restricted securities within the meaning of Rule 144
of the Securities Act because they will be issued in private placement
transactions exempt from the registration requirements of the Securities Act.
8
The shares of common stock reflected below in the column entitled
"Number of Shares Being Offered" will be issued to the selling shareholders in
connection with the selling shareholders' voluntary termination of their
interests in our Management Well Bonus Plan and our Geoscientist Well Bonus Plan
(the "Plans"). Under the Plans, we awarded to certain employees rights to
receive payments based on the net profits from certain designated wells, which
rights continued so long as we owned interests in such wells and such wells
generated net profits. In February 2001, we discontinued making additional
grants under the Plans and offered Plan participants shares of common stock and
registration rights in exchange for relinquishment of the right to receive
future net profits from the designated wells. The determination of the number of
shares issued to participants in the Plans was based on a number of factors,
including but not limited to our assessment of the oil and natural gas reserves
remaining in the designated wells in the applicable bonus pools, our assessment
of future commodity prices and demand for energy products, the state of the
world economy and recent trading prices of our common stock. We are filing this
registration statement to satisfy our obligation to register the shares to be
issued to those participants in the Plans terminating their right to receive
payments under the Plans.
No offer or sale under this prospectus may be made by a holder of the
shares of common stock, unless that holder is listed in the table below.
The selling shareholders may offer and sell, from time to time, any or
all of their shares of common stock listed below by using this prospectus.
Because the selling shareholders may offer all or only some portion of the
shares of common stock listed in the table, we cannot estimate the amount or
percentage of these shares of common stock that will be held by the selling
shareholders upon termination of the offering.
The information in the table reflects information as of November 30,
2001 with respect to the selling shareholders. Except as disclosed in the
footnotes to the table, no selling shareholder has held any position, office or
other material relationship with us or our affiliates during the past three
years.
We prepared the table based on the information supplied to us by the
selling shareholders named in the table.
9
---------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK NUMBER OF COMMON STOCK
BENEFICIALLY OWNED SHARES BEING BENEFICIALLY OWNED
NAME PRIOR TO THE OFFERING(1) OFFERED AFTER THE OFFERING(2)
---- ------------------------ ------- ---------------------
---------------------------------------------------------------------------------------------------------------------
Richard A. Armin (3) 143,507 125,129 18,378
---------------------------------------------------------------------------------------------------------------------
Thomas L. Botts (4) 84,631 84,531 100
---------------------------------------------------------------------------------------------------------------------
Arthur V. Brewster (3) 105,315 98,095 7,220
---------------------------------------------------------------------------------------------------------------------
Stephen Buckert (4) 98,621 72,068 26,553
---------------------------------------------------------------------------------------------------------------------
William R. Dean (4) 137,044 118,358 18,686
---------------------------------------------------------------------------------------------------------------------
John L. Garber (4) 158,821 108,421 50,400
---------------------------------------------------------------------------------------------------------------------
Michael A. Garner (4) 153,507 125,129 28,378
---------------------------------------------------------------------------------------------------------------------
P. Richard Gessinger (5) 298,122 290,319 7,803
---------------------------------------------------------------------------------------------------------------------
James M. Hancock, Jr. (4) 84,453 74,248 10,205
---------------------------------------------------------------------------------------------------------------------
Mark D. Hartman (4) 164,204 149,204 15,000
---------------------------------------------------------------------------------------------------------------------
Ronald T. Ivy (4) 179,532 154,532 25,000
---------------------------------------------------------------------------------------------------------------------
Kevin McMichael (4) 119,157 119,057 100
---------------------------------------------------------------------------------------------------------------------
Bryan J. McMicken (3) 120,158 118,358 1,800
---------------------------------------------------------------------------------------------------------------------
Clifton R. Naylor (4) 151,804 125,129 26,675
---------------------------------------------------------------------------------------------------------------------
Charles E. Plant (4) 92,151 92,151 -0-
---------------------------------------------------------------------------------------------------------------------
Daniel L. Smith (4) 136,777 86,262 50,515
---------------------------------------------------------------------------------------------------------------------
Total 2,227,804 1,940,991 286,813
---------------------------------------------------------------------------------------------------------------------
(1) Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. Unless otherwise indicated below, the persons and entities named in
the table have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
(2) Assuming all shares issued in connection with the termination of
the Plans are sold in this offering.
(3) Current employee of Meridian.
(4) Former employee of Meridian.
(5) Former Executive Vice President and Chief Financial Officer of
Meridian; resigned May 2001.
PLAN OF DISTRIBUTION
To our knowledge, no selling shareholder has entered into any
agreement, arrangement or understanding with any particular broker, dealer,
market maker or underwriter with respect to the shares of common stock offered
hereby, nor do we know the identity of the brokers, dealers. market makers or
underwriters that will participate in the sale of the shares. As used in this
prospectus, the term "selling shareholders" includes donees and pledgees selling
shares received from a named selling shareholder after the date of this
prospectus.
Who may sell, how much and applicable restrictions. The selling
shareholders may from time to time offer the shares of common stock listed in
the preceding section through brokers, dealers or other agents who may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders and/or the purchasers of the shares of common stock for
whom they may act as agent. In effecting sales, broker-dealers that are engaged
by the selling shareholders may arrange for other broker-dealers to participate.
The selling shareholders and any such brokers, dealers or other agents who
participate in the distribution of the shares of common stock may be deemed to
be underwriters, and any profits on the sale of the shares of common stock by
them and any discounts, commissions or concessions received by any such brokers,
dealers or other agents might be deemed to be underwriting discounts and
commissions under the Securities Act. To the extent the selling shareholders may
be deemed to be underwriters, the selling shareholders may be subject to certain
statutory liabilities of, including but not limited to, Sections 11, 12 and 17
of the Securities Act and Rule 10b-5 under the Exchange Act.
10
Manner of sales and applicable restrictions. The selling shareholders
will act independently of Meridian in making decisions with respect to the
timing, manner and size of each sale. These sales may be made over the New York
Stock Exchange or otherwise, at then prevailing market prices, at prices related
to prevailing market prices or at negotiated prices. The shares of common stock
may be sold according to one or more of the following methods:
o a block trade in which the broker or dealer so engaged will attempt
to sell the shares of common stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
o an over-the-counter distribution in accordance with the Nasdaq
rules;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o privately negotiated transactions.
A selling shareholder may decide not to sell any shares. We cannot
assure you that any selling shareholder will use this prospectus to sell any or
all of the shares. Any shares covered by this prospectus that qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus. In addition, a selling shareholder may
transfer, devise or gift the shares by other means not described in this
prospectus.
Some persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of our common stock,
including the entry of stabilizing bids or syndicate covering transactions or
the imposition of penalty bids. The selling shareholders and any other person
participating in such distribution will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder including, without
limitation, Regulation M, which regulation may limit the timing of purchases and
sales of any of the shares of common stock by the selling shareholders and any
other person. The anti-manipulation rules under the Exchange Act may apply to
sales of shares of common stock in the market and to the activities of the
selling shareholders and their affiliates. Furthermore, Regulation M of the
Exchange Act may restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect
to the particular shares of common stock being distributed for a period of up to
five business days prior to the commencement of such distribution. All of the
foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with
respect to the shares of common stock.
Rules 101 and 102 of Regulation M under the Exchange Act, among other
things, generally prohibit certain participants in a distribution from bidding
for or purchasing for an account in which the participant has a beneficial
interest, any of the securities that are the subject of the distribution. Rule
104 of Regulation M governs bids and purchases made to stabilize the price of a
security in connection with a distribution of the security.
Hedging and other transactions with broker-dealers. In connection with
distributions of the shares of common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers. In
connection with these transactions, broker-dealers may engage in short sales of
the shares of common stock registered hereunder in the course of hedging the
positions they assume with selling shareholders. The selling shareholders may
also sell shares of common stock short and redeliver the shares of common stock
to close out such short positions. The selling shareholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares of common stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus.
Selling shareholders may also loan or pledge the shares of common stock
registered hereunder to a broker-dealer and the broker-dealer may sell the
shares of common stock so
11
loaned or, upon a default, the broker-dealer may effect sales of the pledged
shares of common stock pursuant to this prospectus.
Expenses associated with registration. We have agreed to pay the
expenses of registering the shares of common stock under the Securities Act,
including registration and filing fees, printing expenses, administrative
expenses and certain legal and accounting fees. Each of the selling shareholders
will bear its pro rata share of all discounts, commissions or other amounts
payable to underwriters, dealers or agents as well as fees and disbursements for
legal counsel retained by any selling shareholder.
Indemnification. We have agreed to indemnify each of the selling
shareholders against specified liabilities in connection with the offering of
the shares of common stock, including liabilities arising under the Securities
Act.
Prospectus updates and suspension of this offering. At any time a
particular offer of the shares of common stock is made, a revised prospectus or
prospectus supplement, if required, will be distributed. A prospectus supplement
or post-effective amendment will be filed with the SEC to reflect the disclosure
of any required additional information with respect to the distribution of the
shares of common stock. Under the terms of the agreement giving rise to the
selling shareholders being permitted to include their shares in this prospectus,
at any time when we reasonably believe that the offering, sale or distribution
of shares under this prospectus would adversely affect a pending or proposed
public offering of our securities, an acquisition, merger, recapitalization,
consolidation, reorganization or similar transaction relating to us or
negotiations, discussions or pending proposals with respect thereto or would
require premature disclosure, to our potential detriment, of information not
otherwise required to be disclosed, we may suspend the period of sale or
distribution of the shares offered under this prospectus.
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement relating to the
common stock, certain legal matters with respect to the validity of the common
stock offered hereby will be passed upon for us by Fulbright & Jaworski L.L.P.,
Houston, Texas and for the underwriters, if any, by counsel to be named in the
appropriate prospectus supplement.
EXPERTS
The consolidated financial statements of The Meridian Resource
Corporation, appearing in The Meridian Resource Corporation's Annual Report on
Form 10-K for the year ended December 31, 2000, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
RESERVE ENGINEERS
We have derived the estimates of proved oil and natural gas reserves
and related future net revenues and the present value thereof as of December 31,
1998, 1999 and 2000, included in Meridian's Annual Report on Form 10-K for the
year ended December 31, 2000, from the reserve report of T.J. Smith & Company,
Inc., independent petroleum engineers. We have incorporated all of that
information by reference herein on the authority of T.J. Smith & Company, Inc.
as experts in such matters.
12
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other information with the Securities and Exchange Commission pursuant to the
Exchange Act. You may read and copy any document we file at the Securities and
Exchange Commission's public reference rooms at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference rooms. Our
filings are also available to the public at the Securities and Exchange
Commission's web site on the Internet at http://www.sec.gov. You can also
inspect and copy such reports, proxy statements, and other information regarding
us at the offices of the New York Stock Exchange at 20 Broad Street, New York,
New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference into this prospectus the information we file with it, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be an
important part of this prospectus. Information that we file with the Securities
and Exchange Commission after the date of this prospectus will automatically
update and supersede this information.
We incorporate by reference the following documents and any future
filings we make with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering is complete:
o Meridian's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
o Meridian's Quarterly Reports on Form 10-Q for the three months ended
March 31, 2001, for the three months ended June 30, 2001, and for
the three months ended September 30, 2001;
o Meridian's Current Report on Form 8-K dated January 29, 2001; and
o The description of common stock contained in Meridian's Registration
Statement on Form 8-A, as filed with the Commission on March 19,
1997, including any amendment or report filed for the purpose of
updating such description.
Upon oral or written request, we will provide without charge to each
person, including any beneficial owner, to whom this prospectus is delivered a
copy of any document incorporated by reference in this prospectus, other than
exhibits to any such document not specifically described above. Send your
requests to James H. Shonsey, Vice President - Finance and Capital Markets, The
Meridian Resource Corporation, 1401 Enclave Parkway, Suite 300, Houston, Texas
77077, telephone number: 281-597-7000.
13
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection
with the distribution of the common stock covered by this registration
statement. We will bear all of the expenses except as otherwise indicated.
Registration fee under the Securities Act $1,481
Legal fees and expenses* 8,000
Accounting fees and expenses* 2,500
Miscellaneous* 3,019
Total $15,000
* Estimated solely for the purpose of this Item. Actual expenses may
be more or less.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Texas law and our articles of incorporation and bylaws include
provisions designed to limit the liability of our officers and directors and, in
certain circumstances, to indemnify our officers and directors against certain
liabilities. These provisions are designed to encourage qualified individuals to
serve as our officers and directors.
Indemnification. Article 2.02-1 of the Texas Business Corporation Act
provides that any director or officer of a Texas corporation may be indemnified
against judgments, penalties (including excise and similar taxes), fines,
settlements, and reasonable expenses actually incurred by him in connection with
or in defending any of the following:
o a threatened, pending, or completed action, suit, or proceeding
whether civil, criminal, administrative, arbitrative, or
investigative,
o an appeal in such an action, suit, or proceeding, or
o an inquiry or investigation that could lead to such an action, suit,
or proceeding in which he is a party or to which he is subject by
reason of his position.
With respect to any proceeding arising from actions taken in his
official capacity as a director or officer, he may be indemnified so long as he
conducted himself in good faith and reasonably believed that such conduct was in
the best interest of the corporation. In cases not concerning conduct in his
official capacity as a director or officer, a director or officer may be
indemnified so long as he conducted himself in good faith and he reasonably
believed that his conduct was not opposed to the best interests of the
corporation. In the case of any criminal proceeding, a director or officer may
be indemnified if he had no reasonable cause to believe his conduct was
unlawful. Indemnification is mandatory if a director or officer is wholly
successful on the merits or otherwise in defense of any proceeding. Article Nine
of Meridian's Articles of Incorporation and Article XII of Meridian's bylaws
require the indemnification of officers and directors to the fullest extent
permitted by the Texas Business Corporation Act.
The bylaws also allow Meridian to maintain insurance coverage that
indemnifies any officer or director against liabilities asserted against him in
such capacity.
II-1
Exculpation Of Monetary Liability. Effective as of August 28, 1989,
Article 7.06.B of the Texas Miscellaneous Corporation Laws Act was amended to
allow a corporation to include provisions in its articles of incorporation that
relieve its directors of monetary liability for breaches of their fiduciary duty
to the corporation, its shareholders or its members, except under certain
circumstances, including:
o a breach of the director's duty of loyalty to the corporation, its
shareholders or its members,
o an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law,
o a transaction from which the director derived an improper benefit,
or
o an act or omission for which the director's liability is expressly
provided for by statute.
Article Ten of Meridian's Articles of Incorporation provides that our
directors are not liable to us or to our shareholders for monetary damages for
an act or omission in their capacity as director, subject to the above
restrictions. These limitations on a director's liability may not affect claims
arising under the federal securities laws.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers and controlling persons pursuant
to the foregoing provisions, we have been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
ITEM 16. EXHIBITS
4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of Meridian's Registration
Statement on Form S-1, as amended (Reg. No.
33-65504)).
*4.2 Common Stock Purchase Warrant of Meridian dated
October 16, 1990, issued to Joseph A. Reeves, Jr.
(incorporated by reference to Exhibit 10.8 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991, as amended by Meridian's
Form 8 filed March 4, 1993).
*4.3 Common Stock Purchase Warrant of Meridian dated
October 16, 1990, issued to Michael J. Mayell
(incorporated by reference to Exhibit 10.9 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991, as amended by Meridian's
Form 8 filed March 4, 1993).
*4.4 Registration Rights Agreement dated October 16, 1990,
among Meridian, Joseph A. Reeves, Jr. and Michael J.
Mayell (incorporated by reference to Exhibit 10.7 of
Meridian's Registration Statement on Form S-4, as
amended (Reg. No. 33-37488)).
*4.5 Warrant Agreement dated June 7, 1994, between
Meridian and Joseph A. Reeves, Jr. (incorporated by
reference to Exhibit 4.1 of Meridian's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1994).
*4.6 Warrant Agreement dated June 7, 1994, between
Meridian and Michael J. Mayell (incorporated by
reference to Exhibit 4.1 of Meridian's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1994).
4.7 Amended and Restated Credit Agreement dated May 22,
1998, among Meridian, the several banks and financial
institutions and other entities from time to time
parties thereto (the "Lenders"), The Chase Manhattan
Bank, as administrative agent for the Lenders,
Bankers Trust Company, as syndication agent, Chase
Securities Inc., as advisor to Meridian, Chase
II-2
Securities Inc., B.T. Alex. Brown Incorporated,
Toronto Dominion (Texas), Inc. and Credit Lyonnais
New York Branch as co-arrangers, and Toronto Dominion
(Texas), Inc. and Credit Lyonnais New York Branch, as
co-documentation agents (incorporated by reference
from Meridian's current report on Form 8-K dated June
30, 1998).
4.8 Second Amended and Restated Guarantee dated June 30,
1998, between the Guarantors signatory thereto and
The Chase Manhattan Bank, as Administrative Agent for
the Lenders (incorporated by reference from
Meridian's current report on Form 8-K dated June 30,
1998).
4.9 Amended and Restated Pledge Agreement, dated May 22,
1998, between Meridian and The Chase Manhattan Bank,
as Administrative Agent (incorporated by reference
from Meridian's current report on Form 8-K dated June
30, 1998).
4.10 First Amendment to Amended and Restated Pledge
Agreement dated June 30, 1998 (incorporated by
reference from Meridian's current report on Form 8-K
dated June 30, 1998).
4.11 Amendment No. 2 dated November 13, 1998 to Amended
and Restated Credit Agreement dated May 22, 1998, by
and among Meridian, The Chase Manhattan Bank as
administrative agent, and the various lenders party
thereto (incorporated by reference from Meridian's
Quarterly Report on Form 10-Q for the three months
ended September 30, 1998).
*4.12 The Meridian Resource Corporation Directors' Stock
Option Plan (incorporated by reference to Exhibit
10.5 of Meridian's Annual Report on Form 10-K for the
year ended December 31, 1991, as amended by
Meridian's Form 8 filed March 4, 1993).
4.13 Rights Agreement, dated as of May 5, 1999, between
Meridian and American Stock Transfer & Trust Co., as
Rights Agent (incorporated by reference from
Meridian's Current Report on Form 8-K dated May 5,
1999).
4.14 Amendment No. 1, dated as of January 29, 2001, to
Rights Agreement, dated as of May 5, 1999, between
Meridian and American Stock Transfer & Trust Co., as
Rights Agent (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).
4.15 Termination Agreement, dated January 29, 2001, by and
between Meridian and Shell Louisiana Onshore
Properties Inc. (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).
4.16 Registration Rights Agreement dated January 29, 2001,
by and between Meridian and Shell Louisiana Onshore
Properties Inc. (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).
**4.17 First Amendment to Subordinated Credit Agreement,
dated December 5, 2001, between Meridian and Fortis
Capital Corp.
**4.18 Ninth Amendment to Amended and Restated Credit
Agreement, dated as of November 28, 2001, among
Meridian, JP Morgan Chase Bank as administrative
agent, and the various lenders party thereto.
***5.1 Opinion of Fulbright & Jaworski L.L.P.
**23.1 Consent of Ernst & Young LLP.
**23.2 Consent of T. J. Smith & Company, Inc.
**24.1 Power of attorney (contained on the signature page of
this Registration Statement as filed on December 19,
2001).
* Management contract or compensation plan.
** Previously filed.
*** Filed herewith.
II-3
ITEM 17. UNDERTAKINGS
We hereby undertake:
To file, during any period in which the offer or sale is being made, a
post-effective amendment to this registration statement:
o to include any prospectus required by Section 10(a)(3) of the
Securities Act,
o to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; notwithstanding the foregoing,
any increase or decrease in the volume of securities being offered
(if the total dollar value of securities being offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a twenty percent (20%)
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement, and
o to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or in any material change to such information in the registration
statement; provided, however, that the undertakings set forth in the
previous two clauses do not apply if the registration statement is
on Form S-3 and the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports that we filed with or furnished to the Securities and
Exchange Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
That, for purposes of determining any liability under the Securities
Act, each of our filings pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating
II-4
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, Meridian has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Meridian of expenses incurred or paid by
our director, officer, or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-3 and have duly caused this amendment to the registration
statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on January 31, 2002.
THE MERIDIAN RESOURCE CORPORATION
By: /s/ JOSEPH A. REEVES, JR.
--------------------------------------
Joseph A. Reeves, Jr.,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this amendment to
the Registration Statement has been signed by the following persons in their
respective capacities on January 31, 2002
/s/ JOSEPH A. REEVES, JR.
-------------------------------------- Chairman of the Board and
Joseph A. Reeves, Jr. Chief Executive Officer,
Director
(principal executive officer)
*
-------------------------------------- President, Director
Michael J. Mayell
/s/ LLOYD V. DELANO
-------------------------------------- Vice President
Lloyd V. DeLano (principal accounting officer)
II-6
* Director
--------------------------------------------
Gary A. Messersmith
* Director
--------------------------------------------
Joe E. Kares
* Director
--------------------------------------------
E. L. Henry
* Director
--------------------------------------------
Jack A. Prizzi
* Director
--------------------------------------------
James T. Bond
*By: /s/ JOSEPH A. REEVES, JR.
----------------------------------------
Joseph A. Reeves, Jr., Attorney-in-Fact
II-7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of Meridian's Registration
Statement on Form S-1, as amended (Reg. No.
33-65504)).
*4.2 Common Stock Purchase Warrant of Meridian dated
October 16, 1990, issued to Joseph A. Reeves, Jr.
(incorporated by reference to Exhibit 10.8 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991, as amended by Meridian's
Form 8 filed March 4, 1993).
*4.3 Common Stock Purchase Warrant of Meridian dated
October 16, 1990, issued to Michael J. Mayell
(incorporated by reference to Exhibit 10.9 of
Meridian's Annual Report on Form 10-K for the year
ended December 31, 1991, as amended by Meridian's
Form 8 filed March 4, 1993).
*4.4 Registration Rights Agreement dated October 16, 1990,
among Meridian, Joseph A. Reeves, Jr. and Michael J.
Mayell (incorporated by reference to Exhibit 10.7 of
Meridian's Registration Statement on Form S-4, as
amended (Reg. No. 33-37488)).
*4.5 Warrant Agreement dated June 7, 1994, between
Meridian and Joseph A. Reeves, Jr. (incorporated by
reference to Exhibit 4.1 of Meridian's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1994).
*4.6 Warrant Agreement dated June 7, 1994, between
Meridian and Michael J. Mayell (incorporated by
reference to Exhibit 4.1 of Meridian's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1994).
4.7 Amended and Restated Credit Agreement dated May 22,
1998, among Meridian, the several banks and financial
institutions and other entities from time to time
parties thereto (the "Lenders"), The Chase Manhattan
Bank, as administrative agent for the Lenders,
Bankers Trust Company, as syndication agent, Chase
Securities Inc., as advisor to Meridian, Chase
Securities Inc., B.T. Alex. Brown Incorporated,
Toronto Dominion (Texas), Inc. and Credit Lyonnais
New York Branch as co-arrangers, and Toronto Dominion
(Texas), Inc. and Credit Lyonnais New York Branch, as
co-documentation agents (incorporated by reference
from Meridian's current report on Form 8-K dated June
30, 1998).
4.8 Second Amended and Restated Guarantee dated June 30,
1998, between the Guarantors signatory thereto and
The Chase Manhattan Bank, as Administrative Agent for
the Lenders (incorporated by reference from
Meridian's current report on Form 8-K dated June 30,
1998).
4.9 Amended and Restated Pledge Agreement, dated May 22,
1998, between Meridian and The Chase Manhattan Bank,
as Administrative Agent (incorporated by reference
from Meridian's current report on Form 8-K dated June
30, 1998).
4.10 First Amendment to Amended and Restated Pledge
Agreement dated June 30, 1998 (incorporated by
reference from Meridian's current report on Form 8-K
dated June 30, 1998).
4.11 Amendment No. 2 dated November 13, 1998 to Amended
and Restated Credit Agreement dated May 22, 1998, by
and among Meridian, The Chase Manhattan Bank as
administrative agent, and the various lenders party
thereto (incorporated by reference from Meridian's
Quarterly Report on Form 10-Q for the three months
ended September 30, 1998).
*4.12 The Meridian Resource Corporation Directors' Stock
Option Plan (incorporated by reference to Exhibit
10.5 of Meridian's Annual Report on Form 10-K for the
year ended December 31, 1991, as amended by
Meridian's Form 8 filed March 4, 1993).
4.13 Rights Agreement, dated as of May 5, 1999, between
Meridian and American Stock Transfer & Trust Co., as
Rights Agent (incorporated by reference from
Meridian's Current Report on Form 8-K dated May 5,
1999).
4.14 Amendment No. 1, dated as of January 29, 2001, to
Rights Agreement, dated as of May 5, 1999, between
Meridian and American Stock Transfer & Trust Co., as
Rights Agent (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).
4.15 Termination Agreement, dated January 29, 2001, by and
between Meridian and Shell Louisiana Onshore
Properties Inc. (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).
4.16 Registration Rights Agreement dated January 29, 2001,
by and between Meridian and Shell Louisiana Onshore
Properties Inc. (incorporated by reference from
Meridian's Current Report on Form 8-K dated January
29, 2001).
**4.17 First Amendment to Subordinated Credit Agreement, dated
December 5, 2001, between Meridian and Fortis Capital Corp.
**4.18 Ninth Amendment to Amended and Restated Credit Agreement,
dated as of November 28, 2001, among Meridian, JP Morgan
Chase Bank as administrative agent, and the various lenders
party thereto.
***5.1 Opinion of Fulbright & Jaworski L.L.P.
**23.1 Consent of Ernst & Young LLP.
**23.2 Consent of T. J. Smith & Company, Inc.
**24.1 Power of attorney (contained on the signature page of this
Registration Statement as filed on December 19, 2001).
* Management contract or compensation plan.
** Previously filed.
*** Filed herewith.