<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): DECEMBER 19, 1997
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
TEXAS 001-10671 76-0319553
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
</TABLE>
15995 N. BARKER'S LANDING, SUITE 300
HOUSTON, TEXAS 77079
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 558-8080
================================================================================
<PAGE> 2
ITEM 5.
On December 19, 1997, the Company announced that it had signed a
letter of intent (the "Letter of Intent") with Shell Louisiana Onshore
Properties Inc. and Louisiana Onshore Properties Inc. ("LOPI") relating to a
potential acquisition (the "Acquisition") by the Company of LOPI. The press
release relating to the Letter of Intent is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
-2-
<PAGE> 3
ITEM 7.
(c) Exhibits.
99.1 - Press Release of the Company dated December 19, 1997.
-3-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION
Dated: December 19, 1997 /s/ Joseph A. Reeves, Jr.
---------------------------------
Joseph A. Reeves, Jr.
Chief Executive Officer
-4-
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C> <C>
99.1 - Press Release of the Company dated December 19, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
FOR MORE INFORMATION CONTACT:
Joseph A. Reeves, Jr., Michael J. Mayell, or
P. Richard "Dick" Gessinger/Meridian
Conference call (800) 205-6714@11:30 AM EST 12/19/97
Monday 12/22/97 and thereafter, (281) 558-8080
Kitty Borah, Stacy Hutchinson/Shell
(713) 241-4544
-FOR IMMEDIATE RELEASE-
SHELL OIL COMPANY AFFILIATES AND THE MERIDIAN RESOURCE
CORPORATION ANNOUNCE SHELL'S PLAN TO ACQUIRE
MAJOR STAKE IN MERIDIAN BY MERGER OF LOUISIANA ASSETS
Houston, Texas - December 19, 1997. Shell Oil Company affiliates and
The Meridian Resource Corporation (NYSE:TMR) announced today that they have
signed Letters of Intent to combine all of Shell's South Louisiana onshore
properties with those of Meridian through a merger of a Shell affiliate with
Meridian and a cash sale to Meridian for $42.5 million.
These assets represent: (1) all of Shell's South Louisiana onshore
producing properties, which are projected to generate approximately $70 million
in Cash Flow from Operations for 1997; (2) 210,000 gross (98,000 net) acres
either held by production or under lease or option for exploration; (3) all of
Shell's onshore South Louisiana exploration prospects; (4) approximately 1,400
square miles of 3-D seismic data either currently held or now being acquired by
Shell; and (5) access to all of Shell's proprietary 2-D seismic grid covering
South Louisiana.
Under the terms of the proposed merger, Shell would receive
approximately 23.7 million shares of Meridian, or approximately 40% of the
post-transaction common shareholding interest in Meridian. Shell's ownership
would be comprised of approximately 15.2 million shares Common Stock and a
Convertible Preferred Stock convertible into approximately 8.5 million shares
Common Stock. Shell would nominate one seat on Meridian's Board of Directors.
To insure Meridian's independence and continued ability to grow as an
independent, Shell has agreed that it would vote all common shares held in
excess of 20% of the outstanding common shares in the same ratio as other
shareholders on general corporate issues requiring shareholder vote.
<PAGE> 2
Jack E. Little, President and CEO, Shell Exploration and Production
Company, said, "Shell is excited about the synergy of this potential merger
with an established leader in South Louisiana. By combining Shell's extensive
Louisiana exploration and production portfolio with Meridian's Louisiana
position and Gulf Coast focus, we believe that the merged company will be in a
position to be a major player in this region."
Joe Reeves, Chairman and CEO of Meridian, added "Meridian is pleased
that Shell has selected Meridian to be its investor-partner in the South
Louisiana region. This transaction significantly increases both the Company's
available cash flow for exploration as well as its portfolio of
'ready-to-drill' onshore exploration opportunities. By mid-1998, the merged
company will have acquired over 800 square miles of new, unevaluated 3-D
Seismic data adjacent to and covering several of Shell's large, prolific fields
that potentially contain numerous exploitation and exploration opportunities.
This is in addition to existing exploration prospects, some of which we expect
to commence drilling during early 1998."
This is the second major growth step taken by Meridian during 1997 to
expand its exploration opportunities while, at the same time, underpinning
those opportunities with a broad base of strong cash flow from the exploitation
and development of producing fields. The transaction is projected to be
accretive to Meridian in both production and cash flow per share on a fully
diluted basis. The properties are all located in the onshore Louisiana Gulf
Coast region, Meridian's primary area of focus.
The proposed transactions outlined in these non-binding Letters of
Intent are subject to the execution and delivery of definitive agreements,
approval by the Boards of Directors and shareholders of the companies and the
receipt of any required regulatory approvals. Shell and Meridian currently
expect that the transaction would close in early 1998.
Certain of the foregoing statements may be deemed "forward-looking
statements" within the meaning of the Securities Exchange Act of 1934.
Although Meridian believes that the expectations reflected in such
forward-looking statements are reasonable, there can be no assurance that such
expectations will prove to have been correct. Certain risks and uncertainties
inherent in Meridian's business are set forth in Meridian's filings with the
Securities and Exchange Commission. These risks include (i) the negotiation
and execution of definitive agreements for the transactions, (ii) shareholder
approval of the transaction, (iii) the continued production from existing wells
at their current or projected levels, (iv) price changes for oil and gas, (v)
the ability of the Company to successfully complete those wells that have been
logged and reflect potential production, (vi) the ability of the Company to
successfully complete and produce those reserves scheduled as "non-producing"
or "undeveloped", (vii) the ability of the Company to acquire leases over and
timely drill its exploratory prospects, (viii) risks regarding estimates of
reserves, (ix) production risks, (x) governmental regulations and (xi) general
risks regarding the exploration for, and production of, oil and gas reserves.
-2-
<PAGE> 3
The Meridian Resource Corporation is an independent oil and natural
gas company engaged in the exploration for and development of oil and natural
gas properties utilizing 3-D seismic technology, primarily in south Louisiana,
southeast Texas and offshore Gulf of Mexico. Meridian's office is located in
Houston, Texas and the stock is traded on the New York Stock Exchange under the
symbol "TMR".
Chase Securities Inc. is acting as financial advisor to The Meridian
Resource Corporation in this transaction.
-3-
