UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: JUNE 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _______________
Commission file number: 1-10671
THE MERIDIAN RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15995 N. BARKERS LANDING, SUITE 300, HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281-558-8080
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Number of shares of common stock outstanding at August 12, 1997
14,393.311
Page 1 of 17
<PAGE>
THE MERIDIAN RESOURCE CORPORATION
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations (unaudited) for the
Three Months and Six Months Ended June 30, 1997 and 1996 3
Consolidated Balance Sheets as of June 30, 1997 (unaudited)
and December 31, 1996 4
Consolidated Statements of Cash Flows (unaudited) for the
Six Months Ended June 30, 1997 and 1996 6
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURE 17
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE MERIDIAN RESOURCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
(in thousands, except for per share information)
<S> <C> <C> <C> <C>
REVENUES:
Oil and natural gas $ 6,814 $ 5,270 $ 14,945 $ 9,896
Interest and other 104 358 302 811
-------- -------- --------- -------
6,918 5,628 15,247 10,707
-------- -------- --------- -------
COSTS AND EXPENSES:
Oil and natural gas operating 359 217 727 416
Severance and ad valorem taxes 471 232 1,133 542
Depletion, depreciation
and amortization 2,922 1,918 5,579 3,935
General and administrative 1,199 899 2,612 1,822
Interest 64 7 64 8
-------- -------- --------- -------
5,015 3,273 10,115 6,723
-------- -------- --------- -------
INCOME BEFORE
INCOME TAXES 1,903 2,355 5,132 3,984
-------- -------- --------- -------
INCOME TAX EXPENSE:
Current -- -- -- (26)
Deferred 667 824 1,797 1,104
-------- -------- --------- -------
667 824 1,797 1,078
-------- -------- --------- -------
NET INCOME $ 1,236 $ 1,531 $ 3,335 $ 2,906
======== ======== ========= =======
Net income per common
and common equivalent share $ 0.08 $ 0.10 $ 0.21 $ 0.19
======== ======== ========= =======
Weighted average number of common
and common equivalent shares 15,728 15,513 15,814 15,571
======== ======== ========= =======
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
THE MERIDIAN RESOURCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
---- ----
(in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,262 $ 17,267
Accounts receivable (less allowance for
doubtful receivables of $121,000) 9,631 7,116
Due from affiliates 1,670 857
Prepaid expenses and other 393 105
---------- ---------
Total current assets 14,956 25,345
---------- ---------
PROPERTY AND EQUIPMENT:
Oil and natural gas properties, full cost method (including
$42,037,000 [1997] and $29,718,000 [1996]
not subject to depletion) 120,700 92,902
Land 478 478
Equipment 3,342 2,628
---------- ---------
124,520 96,008
Less accumulated depletion and depreciation (24,027) (18,506)
---------- ----------
100,493 77,502
---------- ---------
OTHER ASSETS 357 415
---------- ---------
$ 115,806 $ 103,262
========== =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
THE MERIDIAN RESOURCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(unaudited)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31
1997 1996
---- ----
(in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 11,012 $ 4,225
Revenues and royalties payable 5,362 5,530
Accrued liabilities 5,174 11,752
---------- ---------
Total current liabilities 21,548 21,507
---------- ---------
LONG-TERM DEBT 6,500 --
---------- --------
DEFERRED INCOME TAXES 5,177 3,380
---------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value (25,000,000 shares
authorized, none issued and outstanding) -- --
Common stock, $0.01 par value (100,000,000 shares
authorized, 14,453,308 [1997] and
14,453,298 [1996] issued) 146 145
Additional paid-in capital 76,240 75,265
Accumulated earnings 7,723 4,388
Unamortized deferred compensation (448) (343)
---------- ----------
83,661 79,455
Treasury stock, at cost (60,000 shares) (1,080) (1,080)
---------- ----------
Total stockholders' equity 82,581 78,375
---------- ---------
$ 115,806 $ 103,262
========== ==========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
THE MERIDIAN RESOURCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1997 1996
---- ----
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,335 $ 2,906
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depletion and depreciation 5,521 3,893
Amortization of other assets 58 42
Deferred income taxes 1,797 1,104
Non-cash compensation 871 --
Changes in assets and liabilities:
Accounts receivable (2,515) (1,894)
Due from affiliates (813) (884)
Prepaid expenses and other current assets (288) (77)
Accounts payable 6,787 4,271
Revenues and royalties payable (168) 2,453
Accrued liabilities 162 246
--------- --------
Net cash provided by operating activities 14,747 12,060
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions (35,252) (17,727)
Other -- (134)
--------- ---------
Net cash used in investing activities (35,252) (17,861)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 6,500 --
Deferred loan costs -- (9)
--------- ---------
Net cash provided by (used in) financing activities 6,500 (9)
--------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS (14,005) (5,810)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 17,267 35,658
--------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 3,262 $ 29,848
========= ========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
========= ========
Income taxes paid $ -- $ --
========= =========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
THE MERIDIAN RESOURCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements reflect the accounts of The
Meridian Resource Corporation ("TMRC") and its subsidiaries after elimination of
all significant intercompany transactions and balances. The financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in TMRC's Annual Report on Form 10-K for the year ended
December 31, 1996, as filed with the Securities and Exchange Commission ("SEC").
The financial statements included herein as of June 30, 1997, and for the three
and six month periods ended June 30, 1997 and 1996 are unaudited, and, in the
opinion of management, the information furnished reflects all material
adjustments, consisting of normal recurring adjustments, necessary for a fair
statement of the results for the interim periods presented.
2. NET INCOME PER SHARE
Net income per share is calculated by dividing net income by the weighted
average common shares and (in periods in which they have a dilutive effect)
common share equivalents outstanding during the period, excluding shares held in
treasury. Shares of common stock issuable under stock options, warrants and
stock rights are treated as common share equivalents when dilutive. For the
periods presented, there is no difference between primary and fully diluted net
income per share.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earning per Share, which is required to be adopted on December 31, 1997. At
that time, the Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. Under the new
requirements for calculating "basic earnings per share" (which calculation
replaces the current "primary earnings per share"), the dilutive effect of stock
options will be excluded. The impact of this statement is not expected to be
material.
3. SUBSEQUENT EVENT
In July 1997, TMRC entered into a definitive merger agreement with Cairn Energy
USA, Inc. ("Cairn"), pursuant to which Cairn would be merged with a subsidiary
of TMRC. The terms of the merger agreement provide for the exchange of 1.08
shares of TMRC's common stock for each share of Cairn common stock in a
pooling-of-interests transaction that is expected to be tax free to both
companies. TMRC would issue approximately 18.9 million shares of its common
stock having a value in excess of $234 million based on TMRC's closing stock
price of $12 5/16 per share on July 3, 1997. The merger is subject to certain
conditions, including the approval of the shareholders of both companies.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following is a discussion of the Company's financial operations for the
three and six month periods ended June 30, 1997 and 1996. The notes to the
Company's consolidated financial statements included in this report, as well as
the Company's Annual Report on Form 10-K for the year ended December 31, 1996
(and the notes attached thereto), should be read in conjunction with this
discussion.
OVERVIEW
Results for the first half of 1997 reflect the Company's efforts in continuing
to increase its oil and natural gas production. Oil and natural gas production
increased 79% and 20%, respectively, for the first six months of 1997 compared
to the first six months of 1996. These increases in production are a direct
result of the continuing increase in exploration and development activities by
the Company and the addition of new producing wells during the last twelve
months. In this regard, during the first six months of 1997, the Company
expended over $27.8 million in property and equipment additions as part of its
1997 exploration and development program and currently expects to expend over
$22 million during the last two quarters of 1997. The Company expects third
quarter production to continue to increase as additional wells are expected to
be completed and placed on production.
The Company recently announced that it has entered into a definitive merger
agreement with Cairn Energy USA, Inc. ("Cairn"), pursuant to which Cairn would
be merged with a subsidiary of TMRC. The terms of the merger agreement provide
for the exchange of 1.08 shares of TMRC's common stock for each share of Cairn
common stock in a pooling-of-interests transaction that is expected to be tax
free to both companies. TMRC would issue approximately 18.9 million shares of
its common stock having a value in excess of $234 million based on TMRC's
closing stock price of $12 5/16 share on July 3, 1997. The merger is expected to
be accretive to 1997 per share cash flow and income, excluding one-time charges
relating to expenses associated with the merger.
On a combined basis, at year-end 1996, both companies had proved reserves of
approximately 164 Bcfe, with a pre-tax present value of future net cash flows
discounted at 10% of approximately $395 million. The Company believes the merger
combines TMRC's experience in the application of 3-D seismic exploration in the
transition zone and onshore Gulf Coast region with Cairn's similar expertise and
an attractive portfolio of offshore Gulf of Mexico drilling prospects.
The merger is subject to certain conditions, including the approval of the
shareholders of both companies. The Company currently expects that the merger
will be completed early in the fourth
quarter of 1997.
8
<PAGE>
Although there can be no assurance as to the results of the Company's current
drilling program, the increase in the Company's exploration activities is
expected to result in increased revenue and income for the remainder of 1997 and
into 1998 Future results, however, will be subject to the level of success in
the program and prevailing prices of crude oil and natural gas.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1997, the Company's liquidity needs were met from
oil and natural gas production sales, cash reserves and long-term borrowings. As
of June 30, 1997, the Company had a cash balance of $3.3 million and a negative
working capital of $6.6 million. The decrease in both the cash balance and
working capital reflects capital expenditures related to the Company's
increasing exploration and development activities.
In order to provide the Company with additional funds to finance its future
exploration and development program and to satisfy working capital needs beyond
current cash flows, the Company's operating subsidiary, Texas Meridian Resources
Exploration, Inc. ("TMRX"), maintains a line of credit with The Chase Manhattan
Bank ("Chase"). TMRX's obligations under this facility are guaranteed by the
Company and secured by the stock of TMRX and certain other subsidiaries of the
Company. Under this facility, the Company may borrow, on a revolving basis, up
to $20 million, subject to satisfaction of a borrowing base as determined from
time to time by Chase. The current borrowing base under the facility is $20
million and the Company had outstanding borrowings of $6.5 million as of June
30, 1997. Borrowings under the credit agreement mature on December 31, 1999.
Capital expenditures for the first half of 1997 consisted of $27.8 million for
property and equipment additions related to exploration and development of
various prospects, including leases, seismic data acquisitions, drilling and
completion costs. The Company has budgeted approximately $22 million in capital
expenditures for the last two quarters of 1997 for the further development and
drilling of its south Louisiana and southeast Texas prospects as well as costs
associated with additional acquisition of leases, seismic data and interpretive
work. These expenditures are expected to be funded with the Company's existing
cash, cash flow from operations and borrowings under the Company's credit
facility.
In management's opinion, the Company has sufficient capital resources available
to it to fund its 1997 development and drilling plans and other obligations and
liquidity. Cash requirements beyond 1997 will be dependent upon the success of
the Company's current drilling program and the nature and extent of capital
expenditures that might be required for exploration and development activities
at that time. Upon the consummation of the merger with Cairn, the Company
expects that Cairn's existing $65 million credit facility will be replaced and
combined
9
<PAGE>
with the Company's credit facility with Chase. The Company anticipates that the
majority of its and Cairn's capital needs for 1998 will be funded through cash
flow from operations, but that additional funds in the form of new borrowings
or, if desirable, additional issuances of equity or term debt may be utilized to
fully fund the combined Company's exploration activities in 1998. While the
Company may choose to utilize borrowings to fund the excess portion of the
Company's and Cairn's exploration and development program, the Company intends
to maintain its historical strategy of funding exploration activities with cash
flow and equity and funding development activities with working capital and
debt.
In anticipation of these capital requirements, the Company retained Chase
Securities Corporation to assist it in a consolidation of the Company's and
Cairn's credit facilities and an expansion of the combined facility following
the merger. Although there can be no assurance as to final terms and conditions
of any such facility, the Company expects that the new facility will be
effective as of the closing of the Cairn merger. Further, notwithstanding the
Cairn merger, the Company would anticipate expanding its current credit facility
in light of its increased operations and working capital requirements.
It is the policy of the Company to retain its existing cash for reinvestment in
the businesses of the Company and not to pay dividends with respect to its
common stock in the foreseeable future.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997, AS COMPARED
TO THE THREE MONTHS ENDED JUNE 30, 1996
OPERATING REVENUES. Second quarter 1997 oil and natural gas revenues increased
$1.5 million as compared to the second quarter 1996 revenues due to increases in
oil and natural gas production which increases were partially offset by
decreases in both average oil and natural gas prices.
Oil and natural gas production rose by 81% and 24%, respectively, due in large
part to the successful completion of several wells in south Louisiana and
southeast Texas. Oil and natural gas prices declined by 10% and 13%,
respectively, over the same time period.
The decreases in prices, combined with higher depletion, depreciation and
amortization expenses ("DD&A") associated with the Company's increased
exploration activity, were the primary reasons for the decline in the Company's
net income for the current quarter to be less than the net income for the same
quarter of 1996. Absent the 1997 price decline, net income for the 1997 second
quarter would have been greater than the net income for the 1996 second quarter.
10
<PAGE>
The following table summarizes production, average prices and gross revenues for
the three months ended June 30, 1997 and 1996.
<TABLE>
<CAPTION>
THREE MONTHS ENDED 1997
JUNE 30, 1997 PERCENTAGE
------------------ INCREASE INCREASE
1997 1996 (DECREASE) (DECREASE)
---- ---- ---------- ----------
<S> <C> <C> <C> <C>
Production:
Oil (Mbbl) 172 95 77 81%
Natural gas (Mmcf) 1,558 1,252 306 24%
----- ----- ---
Natural gas equivalent (Mmcfe) 2,590 1,822 768 42%
Average Price Per Unit:
Oil ($/Bbl) $ 19.42 $ 21.50 ($2.08) (10%)
Natural gas ($/Mcf) $ 2.23 $ 2.57 ($0.34) (13%)
Gross Revenues (000's):
Oil $ 3,341 $ 2,050 $1,291 63%
Natural gas 3,473 3,220 253 8%
------- -------- ------
Total $ 6,814 $ 5,270 $1,544 29%
======= ======== ======
</TABLE>
INTEREST AND OTHER INCOME. Interest and other income during the second quarter
1997 decreased $0.3 million from the comparable period in 1996. This decrease
was the result of a decrease in average cash balances reflecting the Company's
increase in capital expenditures.
OPERATING EXPENSES. Oil and natural gas operating expenses increased $0.2
million to $0.4 million for the three months ended June 30, 1997, compared to
$0.2 million for the three months ended June 30, 1996. The increase was
primarily due to added operating expenses related to the additional wells
brought on production during the last twelve months.
SEVERANCE AND AD VALOREM TAXES. Severance and ad valorem taxes increased $0.2
million for the current quarter when compared to the same quarter during 1996.
This increase was primarily a direct result of the increase in producing wells
and in total production and revenues.
DEPLETION, DEPRECIATION AND AMORTIZATION. DD&A increased during the quarter
ended June 30, 1997, to $2.9 million from $1.9 million for the comparable period
of 1996. DD&A increased primarily as a result of increased capital expenditures
subject to depletion and increased total production. The natural gas equivalent
production for the three months ended June 30, 1997, increased 42% to 2,590
Mmcfeq as compared to 1,822 Mmcfeq for the three months ended June 30, 1996. The
Company uses the unit of production method of amortization of its oil and
natural gas properties.
11
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
$0.3 million for the second quarter of 1997 as compared to the second quarter of
1996. The increase is primarily a result of increases in salaries and wages and
related employee costs associated with the Company's expanded exploration
activities and overall growth.
INTEREST EXPENSE. The interest expense of $0.1 million is due to the borrowings
under the Company's credit facility made during the current quarter to fund
exploration and development activities.
INCOME TAX EXPENSE. The provision for deferred income taxes decreased $0.1
million to $0.7 million for the three months ended June 30, 1997, as compared to
$0.8 million for the three months ended June 30, 1996. This decrease is a direct
result of the decrease in net income for the current quarter.
SIX MONTHS ENDED JUNE 30, 1997 AS COMPARED
TO THE SIX MONTHS ENDED JUNE 30, 1996
OPERATING REVENUES. Oil and natural gas revenues for the six months ended June
30, 1997, increased $5 million, or 51%, compared to the six months ended June
30, 1996. This increase was attributable to an increase in production along with
a small increase in average prices.
The following table summarizes production, average prices and gross revenues for
the six months ended June 30, 1997 and 1996.
<TABLE>
<CAPTION>
SIX MONTHS ENDED 1997
JUNE 30, 1997 PERCENTAGE
------------------ INCREASE INCREASE
1997 1996 (DECREASE) (DECREASE)
---- ---- ---------- ----------
<S> <C> <C> <C> <C>
Production:
Oil (Mbbl) 325 182 143 79%
Natural gas (Mmcf) 3,000 2,498 502 20%
----- ----- ---
Natural gas equivalent (Mmcfe) 4,950 3,590 1,360 38%
Average Price Per Unit:
Oil ($/Bbl) $ 20.86 $ 20.48 $ 0.38 2%
Natural Gas ($/Mcf) $ 2.72 $ 2.47 $ 0.25 10%
Gross Revenues (000's):
Oil $ 6,780 $ 3,727 $ 3,053 82%
Natural gas 8,165 6,169 1,996 32%
------- -------- -------
Total $14,945 $ 9,896 $ 5,049 51%
======= ======== =======
</TABLE>
12
<PAGE>
INTEREST AND OTHER INCOME. Interest and other income during the first six months
of 1997 decreased $0.5 million compared to the first six months of 1996. This
decrease was the result of a decrease in average cash balances reflecting the
Company's increase in capital expenditures.
OPERATING EXPENSES. Oil and natural gas operating expenses increased $0.3
million to $0.7 million for the six months ended June 30, 1997, compared to $0.4
million for the six months ended June 30, 1996. This increase was primarily due
to added operating expenses related to the additional wells brought on
production during the last twelve months.
SEVERANCE AND AD VALOREM TAXES. Severance and ad valorem taxes increased $0.6
million for the first half of 1997 as compared to the same time period of 1996.
This increase was the direct result of the increase in producing wells and in
total oil and natural gas production and revenues.
DEPLETION, DEPRECIATION AND AMORTIZATION. DD&A increased during the six months
ended June 30, 1997 to $5.6 million from $3.9 million for the comparable period
of 1996. DD&A increased primarily as a result of increased capital expenditures
subject to depletion and increased total production. The Company uses the unit
of production method of amortization of its oil and natural gas properties.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
$0.8 million to $2.6 million for the first half of 1997 when compared to $1.8
million for the first half of 1996. The increase was due primarily to an
increase in salaries and wages and related employee costs associated with the
Company's expanded exploration activities and growth.
INTEREST EXPENSE. Interest expense increased to $0.1 million for the six months
ended June 30, 1997, as a direct result of the borrowings under the Company's
credit facility made during this period.
INCOME TAX EXPENSE. The provision for deferred income taxes was $1.8 million for
the first half of 1997 as compared to $1.1 million for the first half of 1996.
The deferred income tax increase is due to the Company's increase in net income
and due to prior years' loss carryforwards having been fully utilized for
financial accounting purposes in 1996.
OTHER
From time to time, the Company may make certain statements that contain
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995) and that involve risk and uncertainty. These forward-looking
statements may include, but are not limited to, statements regarding the
proposed merger with Cairn and expectations regarding the combined
13
<PAGE>
Company's operations and business prospects following such merger, future
financings, exploration and seismic acquisition plans, anticipated results from
current and future exploration prospects, the anticipated results of wells based
on logging data and production tests, future sales of production, earnings,
margins, production levels and costs, market trends in the oil and gas industry
and the exploration and development sector thereof, environmental and other
expenditures and various business trends. These forward-looking statements are
identified by their use of terms and phrases such as "anticipate," "expect,"
"estimate," "intend," "project," "believe," and similar terms and phrases and
may be made by management orally or in writing including, but not limited to,
the Management's Discussion and Analysis and Financial Condition Results of
Operation section and other sections of the Company's filings with the
Securities and Exchange Commission under the Securities Act of 1933 and the
Securities Exchange Act of 1934.
Although TMRC believes that the expectations described in such forward-looking
statements are reasonable, these statements involve risks and uncertainties that
may cause actual future activities and results of operations to be materially
different from that suggested or described herein.
These risks include changes in market conditions in the oil and gas industry and
demand and prices for oil and gas, the ability of TMRC to integrate and realize
anticipated synergies related to the combination of TMRC and Cairn, dependence
on current managements, the ability of TMRC to achieve and execute internal
business plans, the impact of any economic downturns and inflation and other
market factors affecting the demand and supply of oil and gas, the timing of
drilling new prospects, the ability of TMRC to successfully identify and
complete its prospects and Cairn's current prospects in the event the merger is
consummated, variation in actual production results from that estimated in
existing reserve data, regulatory changes affecting exploration activities and
higher costs associated with drilling. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those expected, estimated or projected.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 7, 1997, a lawsuit was filed in the Delaware Chancery Court in the
county of New Castle against Cairn, its directors and TMRC. The lawsuit, a
proposed class action, alleges that the Cairn's Board of Directors breached
their fiduciary duties to Cairn's stockholders in connection with the merger.
The lawsuit also alleges that TMRC aided and abetted the alleged breach of
fiduciary duty by the directors of Cairn. The lawsuit seeks to enjoin the
merger, and, in the alternative, seeks recission of the merger. The lawsuit also
seek compensatory damages, attorneys' fees and other costs from the defendants.
Cairn and TMRC believe that the lawsuit it without merit and intend to
vigorously contest it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Shareholders of the Company held on June 19, 1997, the
Company's shareholders voted in favor of (i) the election of two Class I
Directors and one Class II Director to the Board of Directors, (ii) a change in
the name of the Company to "The Meridian Resource Corporation," and (iii)
approval of the 1997 Long-Term Incentive Plan. The number of shares voted for
and withheld with respect to the election of the directors, and the number of
shares voted for and against and the number of abstentions for and broker
non-votes with respect to the other two proposals were as follows:
<TABLE>
<CAPTION>
Withheld/ Broker
Nominees: For Against Abstain Non-Votes
--------- --- -------- ------- ---------
<S> <C> <C>
Class I Directors:
Jack A. Prizzi 11,924,240 60,130 --
James T. Bond 11,921,211 63,119 --
Class II Director:
Gary A. Messersmith 11,924,111 59,619 --
Company Name Change 11,781.811 124,373 77,246 900
1997 Incentive Plan 8,966,312 821,853 113,141 2,083,024
</TABLE>
15
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
2.1 Agreement and Plan of Merger dated July 3, 1997, between the
Company, C Acquisition Corporation and Cairn Energy USA, Inc.
(incorporated by reference from the Company's Form 8-K dated
July 3, 1997 and filed with the Security and Exchange Commission
on July 7, 1997). Pursuant to Item 601(b)(2) of Regulation S-K,
certain schedules and similar attachments to the Agreement and
Plan of Merger have not been filed with this exhibit. Such
schedules and attachments contain various items relating to the
representation and warranties made by the parties to the
Agreement and Plan of Merger. The Company agrees to furnish
supplementally any omitted schedule to the Commission upon
request.
3.1 Amendment to the Company's Second Amended and Restated Articles
of Incorporation changing the name of the Company to "The
Meridian Resource Corporation."
10.2 1997 Long-Term Incentive Plan.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
The Registrant filed no reports on Form 8-K during the quarter covered
by this report.
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SIGNATURE
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 thereunto duly authorized.
THE MERIDIAN RESOURCE CORPORATION AND SUBSIDIARIES
(Registrant)
Date: August 13, 1997 By: /s/ LLOYD V. DELANO
Lloyd V. DeLano
Vice President
(Chief Financial and
Accounting Officer)
17
EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TEXAS MERIDIAN RESOURCES CORPORATION
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Second Amended and Restated Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Texas Merdian Resources Corporation.
ARTICLE TWO
The following amendment to the Second Amended and Restated Articles of
Incorporation was adopted by the shareholders of the corporation on June 19,
1997.
The following amendment alters or changes Article One of the original
Second Amended and Restated Articles of Incorporation and the full text of each
provision altered is as follows:
ARTICLE ONE
The name of the corporation is The Meridian Resource Corporation.
ARTICLE THREE
The number of shares of the corporation outstanding at the time of such
adoption was 14,393,304 and the number of shares entitled to vote thereon was
14,293,097.
ARTICLE FOUR
The number of shares voted for such amendment was 11,846,751; and the
number of shares voted against such amendment was 59,273.
Dated: June 19, 1997.
TEXAS MERIDIAN RESOURCES CORPORATION
By /s/ JOSEPH A. REEVES, JR.
Joseph A. Reeves, Jr.
Chief Executive Officer
EXHIBIT 10.2
TEXAS MERIDIAN RESOURCES CORPORATION
1997 LONG-TERM INCENTIVE PLAN
ARTICLE I: GENERAL
SECTION 1.1 PURPOSE OF THE PLAN. The Long-Term Incentive Plan (the "PLAN")
of Texas Meridian Resources Corporation (the "COMPANY") is intended to advance
the best interests of the Company, its subsidiaries and its shareholders in
order to attract, retain and motivate key employees by providing them with
additional incentives through (i) the grant of options ("OPTIONS") to purchase
shares of Common Stock, par value $.01 per share, of the Company ("COMMON
STOCK"), (ii) the grant of stock appreciation rights ("STOCK APPRECIATION
RIGHTS"), (iii) the award of shares of restricted Common Stock ("RESTRICTED
STOCK") and (iv) the award of units payable in cash or shares of Common Stock
based on performance ("PERFORMANCE AWARDS"), thereby increasing the personal
stake of such key employees in the continued success and growth of the Company.
SECTION 1.2 ADMINISTRATION OF THE PLAN. (a) The Plan shall be administered
either by the full Board of Directors of the Company (the "BOARD OF DIRECTORS")
or by the Executive Compensation and Stock Option Administration Committee or
other designated committee of the Board of Directors. The Board of Directors or
such committee is referred to herein as the "COMMITTEE". The Committee shall
have authority to interpret conclusively the provisions of the Plan, to adopt
such rules and regulations for carrying out the Plan as it may deem advisable,
to decide conclusively all questions of fact arising in the application of the
Plan, to establish performance criteria in respect of Awards (as defined herein)
under the Plan, to certify that Plan requirements have been met for any
participant in the Plan, to submit such matters as it may deem advisable to the
Company's shareholders for their approval, and to make all other determinations
and take all other actions necessary or desirable for the administration of the
Plan. The Committee is expressly authorized to adopt rules and regulations
limiting or eliminating its discretion in respect of certain matters as it may
deem advisable to comply with or obtain preferential treatment under any
applicable tax or other law rule, or regulation. All decisions and acts of the
Committee shall be final and binding upon all affected Plan participants.
(b) The Committee shall designate the eligible employees, if any, to be
granted Awards and the type and amount of such Awards and the time when Awards
will be granted. All Awards granted under the Plan shall be on the terms and
subject to the conditions determined by the Committee consistent with the Plan.
SECTION 1.3 ELIGIBLE PARTICIPANTS. Key employees, including officers, of
the Company and its subsidiaries (all such subsidiaries being referred to as
"SUBSIDIARIES") shall be eligible for Awards under the Plan.
SECTION 1.4 AWARDS UNDER THE PLAN. Awards to key employees may be in the
form of (i) Options, (ii) Stock Appreciation Rights, which may be issued
independent of or in tandem with Options, (iii) shares of Restricted Stock, (iv)
Performance Awards, or (v) any combination of the foregoing (collectively,
"AWARDS").
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SECTION 1.5 SHARES SUBJECT TO THE PLAN. Initially, the aggregate number of
shares of Common Stock that may be issued under the Plan shall be 720,000. This
number of shares, together with the number of shares of Common Stock reserved
for outstanding and future awards under the Company's 1995 Long-Term Incentive
Plan (the "1995 Plan") represent approximately 10% of the total outstanding
number of shares of Common Stock as of the effective date of the Plan. As of
January 1 of each year the Plan is in effect, if the total number of shares of
Common Stock issued and outstanding, not including any shares issued under the
Plan or the 1995 Plan, exceeds the total number of shares of Common Stock issued
and outstanding as of January 1 of the preceding year (or, for 1998, as of the
commencement of the Plan), the number of shares that may be issued under the
Plan shall be increased by an amount such that the total number of shares of
Common Stock available for issuance under the Plan and the 1995 Plan equals 10%
of the total number of shares of Common Stock outstanding, not including any
shares issued under the Plan and the 1995 Plan. Shares distributed pursuant to
the Plan may consist of authorized but unissued shares or treasury shares of the
Company, as shall be determined from time to time by the Board of Directors.
If any Award under the Plan shall expire, terminate or be canceled
(including cancellation upon an Option holder's exercise of a related Stock
Appreciation Right) for any reason without having been exercised in full, or if
any Award shall be forfeited to the Company, the unexercised or forfeited Award
shall not count against the above limits and shall again become available for
Awards under the Plan (unless the holder of such Award received dividends or
other economic benefits with respect to such Award, which dividends or other
economic benefits are not forfeited, in which case the Award shall count against
the above limits). Shares of Common Stock equal in number to the shares
surrendered in payment of the option price, and shares of Common Stock which are
withheld in order to satisfy Federal, state or local tax liability, shall count
against the above limits. Only the number of shares of Common Stock actually
issued upon exercise of a Stock Appreciation Right shall count against the above
limits, and any shares which were estimated to be used for such purposes and
were not in fact so used shall again become available for Awards under the Plan.
Cash exercises of Stock Appreciation Rights and cash settlement of other Awards
will not count against the above limits.
The aggregate number of shares of Common Stock subject to Options or Stock
Appreciation Rights that may be granted to any one participant in any one year
under the Plan shall be 100,000. The aggregate number of shares of Common Stock
that may be granted to any one participant in any one year in respect of
Restricted Stock shall be 100,000. The aggregate number of shares of Common
Stock that may be received by any one participant in any one year in respect of
a Performance Award shall be 100,000 and the aggregate amount of cash that may
be received by any one participant in any one year in respect to a Performance
Award shall be $500,000.
The total number of Awards (or portions thereof) settled in cash under the
Plan, based on the number of shares covered by such Awards (e.g., 100 shares for
a Stock Appreciation Right with respect to 100 shares), shall not exceed a
number equal to (i) the number of shares initially available for issuance under
the Plan plus (ii) the number of shares that have become available for issuance
under the Plan pursuant to the first paragraph of this Section 1.5.
The aggregate number of shares of Common Stock that are available under
the Plan for Options granted in accordance with Section 2.4(i) ("ISOS") is
720,000, subject to adjustments as provided in Section 5.2 of the Plan.
SECTION 1.6 OTHER COMPENSATION PROGRAMS. Nothing contained in the Plan
shall be construed to preempt or limit the authority of the Board of Directors
to exercise its corporate rights and powers, including, but not by way of
limitation, the right of the Board of Directors (i) to grant incentive awards
for proper
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corporate purposes otherwise than under the Plan to any employee, officer,
director or other person or entity or (ii) to grant incentive awards to, or
assume incentive awards of, any person or entity in connection with the
acquisition (whether by purchase, lease, merger, consolidation or otherwise) of
the business or assets (in whole or in part) of any person or entity.
ARTICLE II: STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
SECTION 2.1 TERMS AND CONDITIONS OF OPTIONS. Subject to the following
provisions, all Options granted under the Plan to employees of the Company and
its Subsidiaries shall be in such form and shall have such terms and conditions
as the Committee, in its discretion, may from time to time determine consistent
with the Plan.
(a) OPTION PRICE. The option price per share shall be determined by the
Committee, except that in the case of an Option granted in accordance with
Section 2.4(i) the option price per share shall not be less than the fair market
value of a share of Common Stock (as determined by the Committee) on the date
the Option is granted (other than in the case of substitute or assumed Options
to the extent required to qualify such Options for preferential tax treatment
under the Code as in effect at the time of such grant).
(b) TERM OF OPTION. The term of an Option shall be determined by the
Committee, except that in the case of an ISO the term of the Option shall not
exceed ten years from the date of grant, and, notwithstanding any other
provision of this Plan, no Option shall be exercised after the expiration of its
term.
(c) EXERCISE OF OPTIONS. Options shall be exercisable at such time or
times and subject to such terms and conditions as the Committee shall specify in
the Option grant. Unless the Option grant specifies otherwise, the Committee
shall have discretion at any time to accelerate such time or times and otherwise
waive or amend any conditions in respect of all or any portion of the Options
held by any optionee. An Option may be exercised in accordance with its terms as
to any or all shares purchasable thereunder.
(d) PAYMENT FOR SHARES. The Committee may authorize payment for shares as
to which an Option is exercised to be made in cash, shares of Common Stock, a
combination thereof, by "CASHLESS EXERCISE" or in such other manner as the
Committee in its discretion may provide.
(e) SHAREHOLDER RIGHTS. The holder of an Option shall, as such, have none
of the rights of a shareholder.
(f) TERMINATION OF EMPLOYMENT. The Committee shall have discretion to
specify in the Option grant, or, with the consent of the optionee, an amendment
thereof, provisions with respect to the period, not extending beyond the term of
the Option, during which the Option may be exercised following the optionee's
termination of employment.
SECTION 2.2 STOCK APPRECIATION RIGHTS IN TANDEM WITH OPTIONS. (a) The
Committee may, either at the time of grant of an Option or at any time during
the term of the Option, grant Stock Appreciation Rights ("TANDEM SARS") with
respect to all or any portion of the shares of Common Stock covered by such
Option. A Tandem SAR may be exercised at any time the Option to which it relates
is then exercisable, but only to the extent the Option to which it relates is
exercisable, and shall be subject to the conditions applicable to such Option.
When a Tandem SAR is exercised, the Option to which it relates shall cease to be
exercisable to the extent of the number of shares with respect to which the
Tandem SAR is exercised. Similarly, when an Option is exercised, the Tandem SARs
relating to the shares covered by such Option exercise shall terminate. Any
Tandem SAR which is outstanding on the last day of the term of the related
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Option (as determined pursuant to Section 2.1(b)) shall be automatically
exercised on such date for cash without any action by the optionee.
(b) Upon exercise of a Tandem SAR, the holder shall receive, for each
share with respect to which the Tandem SAR is exercised, an amount (the
"APPRECIATION") equal to the difference between the option price per share of
the Option to which the Tandem SAR relates and the fair market value (as
determined by the Committee) of a share of Common Stock on the date of exercise
of the Tandem SAR. The Appreciation shall be payable in cash, Common Stock, or a
combination of both, at the option of the Committee, and shall be paid within 30
days of the exercise of the Tandem SAR.
SECTION 2.3 STOCK APPRECIATION RIGHTS INDEPENDENT OF OPTIONS. Subject to
the following provisions, all Stock Appreciation Rights granted independent of
Options ("INDEPENDENT SARS") under the Plan to employees of the Company and its
Subsidiaries shall be in such form and shall have such terms and conditions as
the Committee, in its discretion, may from time to time determine consistent
with the Plan.
(a) EXERCISE PRICE. The exercise price per share shall be determined by
the Committee on the date the Independent SAR is granted.
(b) TERM OF INDEPENDENT SAR. The term of an Independent SAR shall be
determined by the Committee, and, notwithstanding any other provision of this
Plan, no Independent SAR shall be exercised after the expiration of its term.
(c) Exercise of Independent SARs. Independent SARs shall be exercisable at
such time or times and subject to such terms and conditions as the Committee
shall specify in the Independent SAR grant. Unless the Independent SAR grant
specifies otherwise, the Committee shall have discretion at any time to
accelerate such time or times and otherwise waive or amend any conditions in
respect of all or any portion of the Independent SARs held by any participant.
Upon exercise of an Independent SAR, the holder shall receive, for each share
specified in the Independent SAR grant, an amount (the "APPRECIATION") equal to
the difference between the exercise price per share specified in the Independent
SAR grant and the fair market value (as determined by the Committee) of a share
of Common Stock on the date of exercise of the Independent SAR. The Appreciation
shall be payable in cash, Common Stock, or a combination of both, at the option
of the Committee, and shall be paid within 30 days of the exercise of the
Independent SAR.
(d) SHAREHOLDER RIGHTS. The holder of an Independent SAR shall, as such,
have none of the rights of a shareholder.
(e) TERMINATION OF EMPLOYMENT. The Committee shall have discretion to
specify in the Independent SAR grant, or, with the consent of the holder, an
amendment thereof, provisions with respect to the period, not extending beyond
the term of the Independent SAR, during which the Independent SAR may be
exercised following the holder's termination of employment.
SECTION 2.4 STATUTORY OPTIONS. Subject to the limitations on Option terms
set forth in Section 2.1, the Committee shall have the authority to grant (i)
ISOs within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "CODE"), and (ii) Options containing such terms and conditions as
shall be required to qualify such Options for preferential tax treatment under
the Code as in effect at the time of such grant, including, if then applicable,
limits with respect to minimum exercise price, duration and amounts and special
limitations applicable to any individual who, at the time the Option is granted,
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any affiliate. Options granted pursuant to
this Section 2.4 may contain such other terms and conditions
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permitted by Article II of this Plan as the Committee, in its discretion, may
from time to time determine (including, without limitation, provision for Stock
Appreciation Rights), to the extent that such terms and conditions do not cause
the Options to lose their preferential tax treatment. If an Option intended to
be an ISO ceases or is otherwise not eligible to be an ISO, such Option (or
portion thereof necessary to maintain the status of the remaining portion of the
Option as an ISO) shall remain valid but be treated as an Option other than an
ISO.
SECTION 2.5 CHANGE OF CONTROL. Notwithstanding the exercisability schedule
governing any Option or Stock Appreciation Right, upon the occurrence of a
Change of Control (as defined in Section 5.9) all Options and Stock Appreciation
Rights outstanding at the time of such Change of Control and held by
participants who are employees of the Company or its subsidiaries at the time of
such Change of Control shall (unless specifically provided otherwise in the
grant thereof) become immediately exercisable and, unless the participant agrees
otherwise in writing, remain exercisable for three years (but not beyond the
term of the Option or Stock Appreciation Right) after the employee's termination
of employment for any reason other than termination by the Company or a
subsidiary of the Company for dishonesty, conviction of a felony, wilful
unauthorized disclosure of confidential information or wilful refusal to perform
the duties of such employee's position or positions with the Company or such
subsidiary (termination for "CAUSE"); PROVIDED that this Section 2.5 shall not
apply to Awards granted to a participant if, in connection with a Change of
Control pursuant to clause (1) of Section 5.9, such participant is the Person or
forms part of the Person specified in such clause (1).
ARTICLE III: RESTRICTED STOCK
SECTION 3.1 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Subject to
the following provisions, all Awards of Restricted Stock under the Plan to
employees of the Company and its Subsidiaries shall be in such form and shall
have such terms and conditions as the Committee, in its discretion, may from
time to time determine consistent with the Plan.
(a) RESTRICTED STOCK AWARD. The Restricted Stock Award shall specify the
number of shares of Restricted Stock to be awarded, the price, if any, to be
paid by the recipient of the Restricted Stock, and the date or dates on which
the Restricted Stock will vest. The vesting and number of shares of Restricted
Stock may be conditioned upon the completion of a specified period of service
with the Company or its Subsidiaries, upon the attainment of specified
performance objectives, or upon such other criteria as the Committee may
determine in accordance with the provisions hereof. Performance objectives will
be based on increases in share prices, operating income, net income or cash flow
thresholds, production results, additions to oil and gas reserves, successful
wells, return on common equity or any combination of the foregoing.
(b) RESTRICTIONS ON TRANSFER. Stock certificates representing the
Restricted Stock granted to an employee shall be registered in the employee's
name. Such certificates shall either be held by the Company on behalf of the
employee, or delivered to the employee bearing a legend to restrict transfer of
the certificate until the Restricted Stock has vested, as determined by the
Committee. The Committee shall determine whether the employee shall have the
right to vote and/or receive dividends on the Restricted Stock before it has
vested. No share of Restricted Stock may be sold, transferred, assigned, or
pledged by the employee until such share has vested in accordance with the terms
of the Restricted Stock Award. Unless the grant of a Restricted Stock Award
specifies otherwise, in the event of an employee's termination of employment
before all the employee's Restricted Stock has vested, or in the event other
conditions to the vesting of Restricted Stock have not been satisfied prior to
any deadline for the satisfaction of such conditions set forth in the Award, the
shares of Restricted Stock that have not vested shall be forfeited and any
purchase price
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paid by the employee shall be returned to the employee. At the time Restricted
Stock vests (and, if the employee has been issued legended certificates of
Restricted Stock, upon the return of such certificates to the Company), a
certificate for such vested shares shall be delivered to the employee or the
employee's estate, free of all restrictions.
(c) ACCELERATED VESTING. Notwithstanding the vesting conditions set forth
in the Restricted Stock Award, (i) unless the Restricted Stock grant specifies
otherwise, the Committee may in its discretion at any time accelerate the
vesting of Restricted Stock or otherwise waive or amend any conditions of a
grant of Restricted Stock, and (ii) all shares of Restricted Stock shall vest
upon a Change of Control of the Company; PROVIDED that clause (ii) above shall
not apply to Awards granted to a participant if, in connection with a Change of
Control pursuant to clause (1) of Section 5.9, such participant is the Person or
forms part of the Person specified in such clause (1).
ARTICLE IV: PERFORMANCE AWARDS
SECTION 4.1 TERMS AND CONDITIONS OF PERFORMANCE AWARDS. The Committee
shall be authorized to grant Performance Awards, which are payable in stock,
cash or a combination thereof, at the discretion of the Committee.
(a) PERFORMANCE PERIOD. The Committee shall establish with respect to each
Performance Award a performance period over which the performance goal of such
Performance Award shall be measured. The performance period for a Performance
Award shall be established prior to the time such Performance Award is granted
and may overlap with performance periods relating to other Performance Awards
granted hereunder to the same employee.
(b) PERFORMANCE OBJECTIVES. The Committee shall establish a minimum level
of acceptable achievement for the holder at the time of each Award. Each
Performance Award shall be contingent upon future performances and achievement
of objectives described either in terms of Company-wide performance or in terms
that are related to performance of the employee or of the division, subsidiary,
department or function within the Company in which the employee is employed. The
Committee shall have the authority to establish the specific performance
objectives and measures applicable to such objectives. Such objectives, however,
shall be based on increases in share prices, operating income, net income or
cash flow thresholds, production results, additions to oil and gas reserves,
successful wells, return on common equity or any combination of the foregoing.
(c) SIZE, FREQUENCY AND VESTING. The Committee shall have the authority to
determine at the time of the Award the maximum value of a Performance Award, the
frequency of Awards and the date or dates when Awards vest.
(d) PAYMENT. Following the end of each performance period, the holder of
each Performance Award will be entitled to receive payment of an amount, not
exceeding the maximum value of the Performance Award, based on the achievement
of the performance measures for such performance period, as determined by the
Committee. If at the end of the performance period the specified objectives have
been attained, the employee shall be deemed to have fully earned the Performance
Award. If the employee exceeds the specified minimum level of acceptable
achievement but does not fully attain such objectives, the employee shall be
deemed to have partly earned the Performance Award, and shall become entitled to
receive a portion of the total Award, as determined by the Committee. If a
Performance Award is granted after the start of a performance period, the Award
shall be reduced to reflect the portion of the performance period during which
the Award was in effect. Unless the Award specifies otherwise, including
restrictions
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in order to satisfy the conditions under Section 162(m) of the Code, the
Committee may adjust the payment of Awards or the performance objectives if
events occur or circumstances arise which would cause a particular payment or
set of performance objectives to be inappropriate, as determined by the
Committee.
(e) TERMINATION OF EMPLOYMENT. A recipient of a Performance Award who, by
reason of death, disability or retirement, terminates employment before the end
of the applicable performance period shall be entitled to receive, to the extent
earned, a portion of the Award which is proportional to the portion of the
performance period during which the employee was employed. A recipient of a
Performance Award who terminates employment for any other reason shall not be
entitled to any part of the Award unless the Committee determines otherwise;
however, the Committee may in no event pay the employee more than that portion
of the Award which is proportional to his or her period of actual service.
(f) ACCELERATED VESTING. Notwithstanding the vesting conditions set forth
in a Performance Award, (i) unless the Award specifies otherwise, the Committee
may in its discretion at any time accelerate vesting of the Award or otherwise
waive or amend any conditions (including but not limited to performance
objectives) in respect of a Performance Award, and (ii) all Performance Awards
shall vest upon a Change of Control of the Company. In addition, each
participant in the Plan shall receive the maximum Performance Award he or she
could have earned for the proportionate part of the performance period prior to
the Change of Control, and shall retain the right to earn any additional portion
of his or her Award if he or she remains in the Company's employ. However,
clause (ii) above shall not apply to Awards granted to a participant if, in
connection with a Change of Control pursuant to clause (1) of Section 5.9, such
participant is the Person or forms part of the Person specified in such clause
(1).
(g) SHAREHOLDER RIGHTS. The holder of a Performance Award shall, as such,
have none of the rights of a shareholder.
ARTICLE V: ADDITIONAL PROVISIONS
SECTION 5.1 GENERAL RESTRICTIONS. Each Award under the Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or Federal law, or (ii) the consent or approval of any government regulatory
body, or (iii) an agreement by the recipient of an Award with respect to the
disposition of shares of Common Stock, is necessary or desirable (in connection
with any requirement or interpretation of any Federal or state securities law,
rule or regulation) as a condition of, or in connection with, the granting of
such Award or the issuance, purchase or delivery of shares of Common Stock
thereunder, such Award may not be consummated in whole or in part unless such
listing, registration, qualification, consent, approval or agreement shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
SECTION 5.2 ADJUSTMENTS FOR CHANGES IN CAPITALIZATION. In the event of any
stock dividends, stock splits, recapitalizations, combinations, exchanges of
shares, mergers, consolidation, liquidations, split-ups, split-offs, spin-offs,
or other similar changes in capitalization, or any distribution to shareholders,
including a rights offering, other than regular cash dividends, changes in the
outstanding stock of the Company by reason of any increase or decrease in the
number of issued shares of Common Stock resulting from a split-up or
consolidation of shares or any similar capital adjustment or the payment of any
stock dividend, any share repurchase at a price in excess of the market price of
the Common Stock at the time such repurchase is announced or other increase or
decrease in the number of such shares, the Committee shall make appropriate
adjustment in the number and kind of shares authorized by the Plan (including
shares available for ISOs),
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in the number, price or kind of shares covered by the Awards and in any
outstanding Awards under the Plan; PROVIDED, HOWEVER, that no such adjustment
shall increase the aggregate value of any outstanding Award.
In the event of any adjustment in the number of shares covered by any
Award, any fractional shares resulting from such adjustment shall be disregarded
and each such Award shall cover only the number of full shares resulting from
such adjustment.
SECTION 5.3 AMENDMENTS. (a) The Board of Directors may at any time and
from time to time and in any respect amend or modify the Plan.
(b) The Committee shall have the authority to amend any Award to include
any provision which, at the time of such amendment, is authorized under the
terms of the Plan; however, no outstanding Award may be revoked or altered in a
manner unfavorable to the holder without the written consent of the holder.
SECTION 5.4 CANCELLATION OF AWARDS. Any Award granted under the Plan may
be canceled at any time with the consent of the holder and a new Award may be
granted to such holder in lieu thereof, which Award may, in the discretion of
the Committee, be on more favorable terms and conditions than the canceled
Award.
SECTION 5.5 WITHHOLDING. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require the holder to pay an amount in cash or to retain or sell
without notice, or demand surrender of, shares of Common Stock in value
sufficient to satisfy any Federal, state or local withholding tax liability
("WITHHOLDING TAX") prior to the delivery of any certificate for such shares (or
remainder of shares if Common Stock is retained to satisfy such tax liability).
Whenever under the Plan payments are to be made in cash, such payments shall be
net of an amount sufficient to satisfy any Federal, state or local withholding
tax liability. An Award may also provide the holder with the right to satisfy
the Withholding Tax with previously owned shares of Common Stock or shares of
Common Stock otherwise issuable to the holder.
Whenever Common Stock is so retained or surrendered to satisfy Withholding
Tax, the value of shares of Common Stock so retained or surrendered shall be
determined by the Committee, and the value of shares of Common Stock so sold
shall be the net proceeds (after deduction of commissions) received by the
Company from such sale, as determined by the Committee.
SECTION 5.6 NON-ASSIGNABILITY. Except as expressly provided in the Plan,
no Award under the Plan shall be assignable or transferable by the holder
thereof except by will or by the laws of descent and distribution. During the
life of the holder, Awards under the Plan shall be exercisable only by such
holder or by the guardian or legal representative of such holder.
SECTION 5.7 NON-UNIFORM DETERMINATIONS. Determinations by the Committee
under the Plan (including, without limitation, determinations of the persons to
receive Awards; the form, amount and timing of such Awards; the terms and
provisions of such Awards and the agreements evidencing same; and provisions
with respect to termination of employment) need not be uniform and may be made
by it selectively among persons who receive, or are eligible to receive, Awards
under the Plan, whether or not such persons are similarly situated.
SECTION 5.8 NO GUARANTEE OF EMPLOYMENT. The grant of an Award under the
Plan shall not constitute an assurance of continued employment for any period or
any obligation of the Board of Directors to nominate any director for reelection
by the Company's shareholders.
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SECTION 5.9 CHANGE OF CONTROL. A "CHANGE OF CONTROL" shall be deemed to
have occurred if:
(1) any Person (as defined below), other than a Designated Person,
is or becomes the Beneficial Owner (as defined below) of securities of the
Company representing 35% or more of the Voting Power (as defined below);
(2) there shall occur a change in the composition of a majority of
the Board of Directors within any period of four consecutive years which
change shall not have been approved by a majority of the Board of
Directors as constituted immediately prior to the commencement of such
period;
(3) at any meeting of the shareholders of the Company called for the
purpose of electing directors, more than one of the persons nominated by
the Board of Directors for election as directors shall fail to be elected;
or
(4) the shareholders of the Company approve a merger, consolidation,
sale of substantially all assets or other reorganization of the Company,
other than a reincorporation, in which the Company does not survive.
For purposes of this Section 5.9, (i) "PERSON" shall have the meaning set
forth in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act"), as in effect on May 1, 1997, (ii) "BENEFICIAL OWNER" shall
have the meaning set forth in Rules 13d-3 and 13d-5 promulgated under the
Exchange Act on May 1, 1997; (iii) "VOTING POWER" shall mean the voting power of
the outstanding securities of the Company having the right under ordinary
circumstances to vote at an election of the Board of Directors; and (iv)
"DESIGNATED PERSON" shall mean any Person whose Beneficial Ownership of
securities is solely the result of such Person acquiring securities as an
underwriter in an underwritten public offering of such securities.
SECTION 5.10 DURATION AND TERMINATION. (a) The Plan shall be of unlimited
duration. Notwithstanding the foregoing, no ISO (within the meaning of Section
422 of the Code) shall be granted under the Plan ten (10) years after the
effective date of the Plan, but Awards granted prior to such date may extend
beyond such date, and the terms of this Plan shall continue to apply to all
Awards granted hereunder.
(b) The Board of Directors may suspend, discontinue or terminate the Plan
at any time. Such action shall not impair any of the rights of any holder of any
Award outstanding on the date of the Plan's suspension, discontinuance or
termination without the holder's written consent.
SECTION 5.11 DEFERRED COMPENSATION AND TRUST AGREEMENTS. The Committee may
authorize and establish deferred compensation agreements and arrangements in
connection with Awards under the Plan and may establish trusts and other
arrangements including "rabbi trusts", with respect to such agreements and
appoint one or more trustees for such trusts. Shares of Common Stock under the
Plan may also be acquired by one or more trustees from the Company, in the open
market or otherwise.
SECTION 5.12 EFFECTIVE DATE. The Plan shall be effective as of May 1,
1997, subject to approval of the Corporation's shareholders.
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE SECOND QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,262
<SECURITIES> 0
<RECEIVABLES> 9,631
<ALLOWANCES> 121
<INVENTORY> 0
<CURRENT-ASSETS> 14,956
<PP&E> 124,520
<DEPRECIATION> 24,027
<TOTAL-ASSETS> 115,806
<CURRENT-LIABILITIES> 21,548
<BONDS> 0
0
0
<COMMON> 146
<OTHER-SE> 82,435
<TOTAL-LIABILITY-AND-EQUITY> 115,806
<SALES> 14,945
<TOTAL-REVENUES> 15,247
<CGS> 7,098
<TOTAL-COSTS> 7,098
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 64
<INCOME-PRETAX> 5,132
<INCOME-TAX> 1,797
<INCOME-CONTINUING> 3,335
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,335
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
