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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
THE MERIDIAN RESOURCE CORPORATION
---------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
58977Q 10 9
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(CUSIP Number)
MICHAEL J. MAYELL
THE MERIDIAN RESOURCE CORPORATION
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1990
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-l(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 58977Q 10 9 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael J. Mayell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
4,647,651
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,647,651
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,647,651
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 58977Q 10 9 13D Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D ("Statement") relates to the
common stock, par value $0.01 per share (the "Common Stock"), of The Meridian
Resource Corporation, a Texas corporation ("TMRC"). The principal executive
offices of the Issuer are located at 1401 Enclave Parkway, Suite 300, Houston,
Texas 77077.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Michael J. Mayell, whose business address is
1401 Enclave Parkway, Suite 300, Houston, Texas 77077. Mr. Mayell's present
principal occupation is serving as a director and President of TMRC, whose
principal business is to engage in the exploration for and production of natural
gas and oil in the United States and whose principal address is 1401 Enclave
Parkway, Suite 300, Houston, Texas 77077. Mr. Mayell has never been convicted in
a criminal proceeding. In addition, Mr. Mayell has never been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. Mayell is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Mayell acquired an aggregate of 373,903 shares of Common Stock and
a warrant ("General Partner Warrant") to acquire an additional 45,557 shares of
Common Stock in certain transactions (the "Affiliates Transactions") consummated
in October 1990. Specifically, (a) TMRC acquired certain oil and gas interests,
general partnership interests in Texas Meridian Resources, Ltd. ("TMR, Ltd.")
and Texas Meridian Production Company, Ltd. ("TMPC, Ltd.") and certain other
assets pursuant to the merger of TMMC Acquisition Corporation, a wholly owned
subsidiary of TMRC, in consideration of the issuance to Mr. Mayell of an
aggregate of 176,066 shares of Common Stock, (b) the acquisition by TMRC of
2,449,742 Common Units of limited partnership interest in TMR, Ltd. ("Common
Units") into Texas Meridian Management Corp. ("TMM Corp.") pursuant to the
merger of Texas Meridian Corporation into TMM Corp. in consideration of the
issuance to Mr. Mayell, a shareholder of Texas Meridian Corporation, of an
aggregate of 194,245.5 shares of Common Stock, (c) the acquisition by TMRC of
Mr. Mayell's 1% general partnership interest in Texas Meridian Management
Company, the general partner of TMR, Ltd. and TMPC, Ltd. (the "General
Partner"), in consideration of the issuance to Mr. Mayell of 3,591.5 shares of
Common Stock, and (d) the acquisition by TMRC of the General Partner's right to
receive certain acquisition fees on future transactions of TMR, Ltd. in
consideration, inter alia, of the grant to Mr. Mayell, a direct and indirect
beneficial owner of the General Partner, of the General Partner Warrant.
In addition, upon consummation of the merger of TMR, Ltd. and TMPC,
Ltd. into TMR Acquisition, L.P., a wholly owned subsidiary of TMRC, on December
18, 1990, the 62,690 Common Units owned by Mr. Mayell were converted into 12,538
shares of Common Stock and the 3,570,000 Class B Unit Purchase Warrants to
acquire Common Units owned by Mr. Mayell automatically converted into 714,000
Class B Stock Purchase Warrants to acquire shares of Common Stock. (Such Class B
Stock Purchase Warrants and the General Partner Warrant are hereinafter referred
to as the "Warrants.")
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition by Mr. Mayell of the shares of Common
Stock to which this Statement relates is to allow Mr. Mayell to acquire a
sufficient holding in TMRC to participate materially in any appreciation in the
market value of TMRC's securities and to allow Mr. Mayell to have a significant
voice in the formulation of TMRC's policy and business strategy as a stockholder
in addition to his voice as a director and as President.
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CUSIP NO. 58977Q 10 9 13D Page 4 of 6 Pages
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Although the number of shares of Common Stock acquired by Mr. Mayell or
that would be acquired by Mr. Mayell upon exercise of his Warrants does not
constitute a majority of the outstanding shares of Common Stock, Mr. Mayell may
nonetheless own sufficient shares of Common Stock to permit him to exercise
control over TMRC. Mr. Mayell is a director and the President of TMRC.
Currently, Mr. Mayell has no plan and intends to make no proposal which
relate to or would result in (a) the acquisition by any person of additional
securities of TMRC, other than certain open market purchases that Mr. Mayell may
undertake from time to time which will not in the aggregate materially affect
the control position of Mr. Mayell, or the disposition of securities of TMRC;
(b) any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving TMRC or any of its subsidiaries except for the
consolidation with TMRC by merger or liquidation and dissolution of certain of
its wholly owned subsidiaries, in connection with which no shares of Common
Stock will be issued or other consideration paid; (c) the sale or transfer of a
material amount of assets of TMRC or any of its subsidiaries; (d) any change in
the present board of directors or management or TMRC, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board of directors, except as may be necessary or advisable in
order to comply with changes in law, changes in regulations promulgated by the
Securities and Exchange Commission ("SEC") and changes in stock exchange listing
requirements; (e) any material change in the present capitalization or dividend
policy of TMRC, except as proposed in TMRC's preliminary prospectus supplement,
dated July 26, 2004, as filed with the SEC under an effective shelf registration
statement; (f) any other material change in TMRC's business or corporate
structure; (g) changes in TMRC's charter or bylaws or other actions which may
impede the acquisition of control of TMRC by any person; (h) causing a class of
securities of TMRC to be delisted from a national securities exchange or to
cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
TMRC becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This Amendment No. 1 to Schedule 13D is being filed by Mr. Mayell
to reflect changes in Mr. Mayell's beneficial ownership of Common Stock since
his original filing on Schedule 13D. As of July 12, 2004, Mr. Mayell is the
beneficial owner of 4,647,651 shares of Common Stock, including the shares and
Warrants acquired in the Affiliates Transactions described in Item 3 above. This
represents 6.1% of the total number of shares of Common Stock that would be
outstanding assuming exercise of all warrants in the classes of Warrants owned
by Mr. Mayell and all options exercisable by Mr. Mayell within the next 60 days
pursuant to Rule 13d-3(d)(1)(i) promulgated pursuant to the Exchange Act.
(b) Mr. Mayell retains both voting and investment power.
(c) Within the past sixty (60) days, of the securities described as
beneficially owned by Mr. Mayell in Item 5(a) above, automatic adjustment
provisions in the General Partner Warrant described in Item 3 above have
resulted in an additional 36,891 shares of Common Stock being issuable under
such warrant.
(d) No other person is known to have the right to receive, or the power
to direct the receipt of, dividends or the proceeds from the sale of the
securities described as being beneficially owned by Mr. Mayell.
(e) Not applicable.
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CUSIP NO. 58977Q 10 9 13D Page 5 of 6 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as reflected in TMRC's Annual Report on Form 10-K, as amended,
for the year ended December 31, 2003, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Mayell and any
other person with respect to any securities of TMRC, including but not limited
to agreements regarding the transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies. None of the securities of TMRC beneficially owned by Mr.
Mayell are pledged or otherwise subject to a contingency, the occurrence of
which would give another person voting power or investment power over such
securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no materials to be filed as Exhibits.
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CUSIP NO. 58977Q 10 9 13D Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 28, 2004
/s/ Michael J. Mayell
---------------------------------
Michael J. Mayell