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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 4, 2004
THE MERIDIAN RESOURCE CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
TEXAS 1-10671 76-0319553
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1401 ENCLAVE PARKWAY, SUITE 300
HOUSTON, TEXAS 77077
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
281-597-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On August 4, 2004, The Meridian Resource Corporation (the "Company")
issued a press release announcing the closing of the previously announced
offering of 13,800,000 shares of its common stock at $7.25 per share, including
the full exercise of the underwriters' over-allotment option. Settlement of the
shares issued in the offering occurred August 4, 2004 as a condition to closing
on August 3, 2004 was not satisfied until after the close of market. A portion
of the proceeds from the offering was used to repurchase all of the 7,082,030
shares of the Company's common stock beneficially owned by Shell Oil Company. A
copy of the press release is attached to this report as Exhibit 99.1 and is
hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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1.1 Underwriting Agreement, dated July 28, 2004, between Friedman, Billings, Ramsey & Co. Inc., as
Representative of the several Underwriters, and The Meridian Resource Corporation
5.1 Opinion of Fulbright & Jaworski L.L.P.
10.1 Stock Purchase Agreement, dated July 21, 2004, between The Meridian Resource Corporation and
SWEPI LP, a Delaware limited partnership
99.1 Press release of Meridian, dated August 4, 2004, regarding closing of public offering.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
(Registrant)
/s/ LLOYD V. DELANO
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Lloyd V. DeLano
Senior Vice President and Chief Accounting Officer
Date: August 4, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1.1 Underwriting Agreement, dated July 28, 2004, between Friedman, Billings, Ramsey & Co. Inc., as
Representative of the several Underwriters, and The Meridian Resource Corporation
5.1 Opinion of Fulbright & Jaworski L.L.P.
10.1 Stock Purchase Agreement, dated July 21, 2004, between The Meridian Resource Corporation and
SWEPI LP, a Delaware limited partnership
99.1 Press release of Meridian, dated August 4, 2004, regarding closing of public offering.