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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - SEPTEMBER 30, 1997
(Date of Earliest Event Reported)
UNITED MERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 1-12088
Delaware 75-2160316
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(State of Incorporation) (I.R.S. Employer
Identification No.)
1201 Louisiana, Suite 1400, Houston, Texas 77002-5603
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (713) 654-9110
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Item 5. Other Events
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Amendment No. 1 to the Stockholder Rights Plan
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United Meridian Corporation, a Delaware corporation (the "Company"),
has amended its stockholder rights plan. Amendment No. 1 to the Rights
Agreement, dated February 13, 1996, by and between the Company and Chemical
Mellon Shareholder Services, L.L.C., as Rights Agent, is attached as Exhibit 4.1
hereto and is hereby incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(c) Exhibits.
4.1 Amendment No. 1 to the Rights Agreement, dated as of September
30, 1997, between United Meridian Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
99.1 Press Release, dated September 30, 1997.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED MERIDIAN CORPORATION
By: /s/ Jonathan M. Clarkson
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Name: Jonathan M. Clarkson
Title: Executive Vice President and
Chief Financial Officer
Dated: October 1, 1997
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amendment No. 1 to the Rights Agreement, dated as of September
30, 1997, between United Meridian Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
99.1 Press Release, dated September 30, 1997.
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EXHIBIT 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1, dated as of September 30, 1997, to the Rights Agreement,
dated as of February 13, 1996 (the "Agreement"), between United Meridian
Corporation, a Delaware corporation (the "Company"), and Chemical Mellon
Shareholder Services, L.L.C., a New Jersey limited liability company (the
"Rights Agent").
W I T N E S S E T H:
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WHEREAS, the Company and the Rights Agent executed and delivered the
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, subsequent to the execution of the Agreement, the Rights Agent
changed its name to ChaseMellon Shareholder Services, L.L.C.; and
WHEREAS, the Board of Directors of the Company deems it desirable to amend
the Agreement pursuant to the provisions of Section 26 of the Agreement to make
certain modifications to the Agreement upon the terms and conditions hereinafter
set forth, such modifications to be effective on the date hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. The definition of the term "Acquiring Person" set forth in Section 1(a)
of the Agreement is hereby amended to read in its entirety as follows:
"`Acquiring Person' shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates (as such term is
hereinafter defined) and Associates (as such term is hereinafter defined)
of such Person, shall be the Beneficial Owner (as such term is hereinafter
defined) of 10% or more of the Voting Stock (as such term is hereinafter
defined) of the Company then outstanding; provided, that, an Acquiring
Person shall not include (i) an Exempt Person (as such term is hereinafter
defined), or (ii) any Person, together with all Affiliates and Associates
of such Person, who or which would be an Acquiring Person solely by reason
of (A) being the Beneficial Owner of shares of Voting Stock of the Company,
the Beneficial Ownership of which was acquired by such Person pursuant to
any action or transaction or series of related actions or transactions
approved by the Board of Directors before such Person otherwise became an
Acquiring Person, or (B) a reduction in the number of issued and
outstanding shares of Voting Stock of the Company pursuant to a transaction
or a series of related transactions approved by the Board of Directors of
the Company;
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provided, further, that in the event such Person described in this clause
(ii) does not become an Acquiring Person by reason of subclause (A) or (B)
of this clause (ii), such Person nonetheless shall become an Acquiring
Person in the event such Person thereafter acquires Beneficial Ownership of
an additional 1% or more of the Voting Stock of the Company, unless the
acquisition of such additional Voting Stock would not result in such Person
becoming an Acquiring Person by reason of subclause (A) or (B) of this
clause (ii). Notwithstanding the foregoing, if the Board of Directors of
the Company determines in good faith (but only if at the time of such
determination by the Board of Directors there are then in office not less
than a majority of directors who are Continuing Directors (as such term is
hereinafter defined) and such action is approved by a majority of the
Continuing Directors then in office) that a Person who would otherwise be
an "Acquiring Person" as defined pursuant to the foregoing provisions of
this paragraph (a) has become such inadvertently, and such Person divests
as promptly as practicable a sufficient number of shares of Voting Stock so
that such Person would no longer be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this paragraph (a), then such
Person shall not be deemed an "Acquiring Person" for any purposes of this
Rights Agreement."
2. This Amendment No. 1 to the Agreement shall become effective as of the
close of business on September 30, 1997. This Amendment No. 1 to the Agreement
may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
3. Except as specifically provided in this Amendment No. 1 to the
Agreement, the Agreement shall remain in full force and effect and shall in no
way be amended, modified or affected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Agreement to be duly executed, all as of the day and year first
above-written.
UNITED MERIDIAN CORPORATION
By: /s/ Jonathan M. Clarkson
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Name: Jonathan M. Clarkson
Title: Executive Vice President and Chief Financial Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ R. John Davis
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Name: R. John Davis
Title: Vice President
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EXHIBIT 99.1
TUESDAY, SEPTEMBER 30, 1997 CONTACT: JEANNE BUCHANAN
(713) 653-5095
UNITED MERIDIAN INCREASES 1997 CAPITAL BUDGET,
AMENDS RIGHTS PLAN
Houston, TX - United Meridian Corporation (UMC) today announced that the
company's Board of Directors has approved increasing the 1997 capital spending
program from $250 million to $359 million.
The increase is prompted by the company's continuing emphasis on exploration,
aggressive development program and recent acquisitions of interests in producing
properties. Of the total budget, $116 million has been tagged to fund
exploration, 57% of which is designated for international operations. UMC has
allocated $186 million for field development and $57 million for property
acquisitions.
John B. Brock, chairman and chief executive officer of UMC, explained, "We
currently have an aggressive, company-wide seismic data acquisition program
underway which is critical for defining our 1998 exploratory drilling program.
In Equatorial Guinea, for example, we are acquiring some 4,200 square kilometers
of 3-D data and 2,100 line kilometers of 2-D data. At the same time, we have
more than doubled our development drilling year-over-year and have initiated
'consolidation' acquisitions to increase our interest in areas where we already
hold interests and where we feel there is upside potential."
The Board of Directors also agreed to amend UMC's Rights Plan, which was adopted
in February 1996 to protect the company's stockholders in the event of takeover
action that would deny them the full value of their investment. The original
Rights Plan provided for granting one Right for each
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share of UMC voting common stock held; the Rights became exercisable in the
event an acquiring party accumulated 15% or more of UMC's voting stock. At its
recent meeting, the Board voted to lower the threshold for triggering the
exercise of Rights to 10% of UMC's voting stock.
Brock emphasized that he is not aware of any effort to acquire control of the
company nor was the Rights Plan amended to prevent an acquisition of the
company. "When we originally designated the 15% threshold in the Rights Plan
adopted almost two years ago, we were trying to accommodate a major shareholder
who already held just under 10% of our stock and was interested in possibly
increasing his position," he explained. "This amendment makes our Plan similar
to those adopted by a number of other companies, both in and outside of the oil
and gas industry."
United Meridian Corporation is a Houston-based independent energy company
engaged in the exploration, exploitation and acquisition of crude oil and
natural gas properties in the United States and Canada. UMC also has
exploration and development activities in West Africa's Cote d'Ivoire and
Equatorial Guinea, and has recently commenced exploration programs in Pakistan
and Bangladesh. The company's common stock is traded on the New York Stock
Exchange under the symbol UMC.
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