UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:
December 31, 1996 Commission file number: 1-10671
TEXAS MERIDIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State of incorporation) (I.R.S. Employee identification No.)
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
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF ACT:
(Title of each class) (Name of each exchange on which registered)
Common Stock, $.01 par value The American Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
____________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of shares of Common Stock
held by non-affiliates of the Registrant at February 25, 1997 $206,208,630
Number of shares of Common Stock outstanding
at February 25, 1997 14,393,299
Page 1 of 13
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The Board of Directors of the Company are classified into three
classes, each with a term of three years or until the director's successor is
duly elected and qualified. Set forth below is certain information concerning
the current directors of the Company, with each person's business experience
for at least past five years:
<TABLE>
<CAPTION>
PRESENT
POSITIONS EXPIRATION
WITH THE DIRECTOR OF PRESENT
NAME AGE COMPANY SINCE TERM
---- --- --------- -------- ----------
<S> <C> <C> <C> <C>
Joseph A. Reeves, Jr. 50 Class III Director, 1990 1999
Chairman of the Board
and Chief Executive
Officer
Michael J. Mayell 49 Class III Director and 1990 1999
President
James T. Bond 72 Class I Director 1997 1997
Joe E. Kares 52 Class II Director 1990 1998
Gary A. Messersmith 48 Class II Director 1997 1997
Jack A. Prizzi 60 Class I Director 1993 1997
</TABLE>
Joseph A. Reeves, Jr. is Chairman of the Board and Chief Executive
Officer of the Company. Prior to assuming his positions with the Company, Mr.
Reeves held similar positions with the Company's predecessor, Texas Meridian
Resources, Ltd. ("TMR") from 1988 until 1990.
Michael J. Mayell is President of the Company. Prior to assuming such
position with the Company, Mr. Mayell held a similar position with TMR from 1988
to 1990.
James T. Bond is General Manager of H.L. Hawkins, Jr. Oil and Gas
located in Houston and New Orleans, Louisiana. He has been associated with that
company for fifty years.
Joe E. Kares has been a partner with the public accounting firm of
Kares & Cihlar in Houston, Texas since 1980.
Gary A. Messersmith has been a partner with the law firm of Fouts &
Moore, L.L.P. in Houston, Texas since 1982. Mr. Messersmith was appointed to
serve as a class II director to fill a vacancy created when the Board of
Directors expanded the number of directors from four to six. Mr. Messersmith's
appointment is required to be ratified by the Company's next annual meeting of
stockholders.
Jack A. Prizzi has served as Managing Director of Jack A. Prizzi and
Co., an investment and financial advisory firm in New York, New York, since
December 1988.
2
<PAGE>
EXECUTIVE OFFICERS
The following table provides information with respect to the executive
officers and key employees of the Company, including executive officers of Texas
Meridian Resources Exploration, Inc., a wholly-owned subsidiary of the Company
("TMRX"). Each executive officer has been elected to serve until his or her
successor is duly appointed or elected by the Board of Directors or his or her
earlier removal or resignation from office.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED
NAME OF OFFICER POSITION WITH THE COMPANY AGE AS OFFICER
--------------- ------------------------- --- ----------
<S> <C> <C> <C>
Joseph A. Reeves, Jr. Chairman of the Board and Chief 50 1990
Executive Officer of the Company
Michael J. Mayell Director and President of the Company 49 1990
Lloyd V. DeLano Vice President of the Company 46 1993
Ronald T. Ivy Vice President - Production of TMRX 45 1995
J. Larry Mathews Vice President-- Controller of TMRX 48 1990
Alan S. Pennington Vice President-- Development of TMRX 42 1990
W. Matt Ralls Vice President - Capital Markets of TMRX 47 1996
Bill Scarff Vice President-- Land of TMRX 41 1996
Daniel L. Smith Vice President - Exploration of TMRX 60 1996
Michael R. Stamatedes Vice President - Geophysics of TMRX 40 1996
</TABLE>
For additional information regarding Messrs. Reeves and Mayell, see
"Directors," above.
Lloyd V. DeLano joined the Company in January 1992 performing contract
work and became an employee of the Company in October of 1992. Mr. DeLano was
named Vice President - Director of Accounting of TMRX in April of 1993 and in
June 1996 was named as Vice President of the Company. Mr. DeLano is a Certified
Public Accountant with 24 years of oil and natural gas experience.
Ronald T. Ivy joined the Company in August 1995 as the Vice
President-Production of TMRX in charge of drilling and production operations.
Mr. Ivy is a Registered Professional Engineer in the State of Texas. Mr. Ivy
formed his own company, Tap Resources, Inc., in 1994. Prior to that time, he
spent six years with Norcen Explorer as operations manager.
J. Larry Mathews is Vice President-Controller of TMRX. Mr. Mathews is a
Certified Public Accountant. In February 1987, Mr. Mathews accepted a position
as Controller with Texas Meridian Corporation and has been employed by TMRX in
his current position since April 1993.
Alan S. Pennington joined the Company in August 1989 as Vice
President-Geology of TMRX and was elected Vice President -- Development in 1996.
W. Matt Ralls joined the Company in October, 1996 as Vice
President--Capital Markets and Corporate Development. Prior to that, Mr. Ralls
was Executive Vice President, Chief Financial Officer and
3
<PAGE>
a director of Kelley Oil and Gas Corporation, where he was employed from 1990
until 1996.
William J. Scarff joined the Company in August 1996 as the Vice
President-Land of TMRX. Mr. Scarff has over 18 years of oil industry
experience. Mr. Scarff was employed by Burlington Resources Inc. for 14 years
immediately preceding his employment with the Company. At Burlington, Mr. Scarff
held a variety of land and operations management positions, most recently as
Operations Manager for Burlington's South Texas area.
Daniel L. Smith was appointed Vice President-Exploration in April 1996.
Prior to that he was an independent geologist and a consultant to TMRX since
March 1992. Before joining TMRX, Mr. Smith was part owner, Executive Vice
President and a director of Texoil Company.
Michael R. Stamatedes joined the Company in May 1995 and was named Vice
President-Geophysics of TMRX in April 1996. Mr. Stamatedes was staff
geophysicist for Benton Oil and Gas Company for 2 1/2 years prior to joining the
Company. From 1990 to 1992, he was a director of INEXS, a full service 3-D
seismic consulting firm for major oil companies, in New Orleans and Lafayette,
Louisiana.
Other than Mr. Bond, who is Mr. Mayell's father-in-law, there are no
family relationships among the officers and directors of the Company and TMRX.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent shareholders are
required by the regulations promulgated under Section 16(a) to furnish the
Company with Copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
January 1, 1996 through December 31, 1996, all filing requirements applicable to
officers, directors and greater than ten percent shareholders were complied
with.
4
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following tables contain compensation data for the Chief Executive
Officer and four other executive officers whose 1996 salary and annual bonus
compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
----------------------------------------------------- --------------------------
Other Restricted Securities All Other
Name and Annual Stock Underlying COMPENSATION($)(4)
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(1) COMPENSATION($)(2) AWARD($)(1) OPTIONS(#)
------------------ ---- ------------- ------------ ------------------ ----------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph A. Reeves, Jr. 1996 202,973 373,244 -- 455,004 50,000 6,953
CEO 1995 315,124 341,864 -- -- 35,000(3) 10,850
1994 305,882 313,218 119,150 -- -- 10,926
Michael J. Mayell 1996 202,973 373,244 -- 455,004 50,000 6,953
President 1995 315,124 341,864 -- -- 35,000(3) 10,850
1994 305,882 313,218 119,150 -- -- 10,926
Alan S. Pennington 1996 158,948 13,183 -- -- 5,000 6,953
VP Geology 1995 152,487 21,913 -- -- 15,000 10,319
1994 145,830 25,659 98,895 -- -- 10,926
Ronald T. Ivy 1996 115,485 10,000 -- -- 10,000 6,205
VP Production 1995 40,107 19,000 8,522 -- 20,000 --
1994 -- -- -- -- -- --
1996 115,383 10,000 -- -- 7,500 6,202
Michael R. Stamatedes 1995 77,331 8,333 25,566 -- 20,000 5,833
VP Geophysics 1994 -- -- -- -- -- --
</TABLE>
(1) Salary and bonus compensation excludes amounts deferred by Messrs.
Reeves and Mayell pursuant to the Company's Long-Term Incentive Plan,
which have been reported in the Restricted Stock Award Column. The
Restricted Stock Award column also includes the vested portion of
matching deferrals awarded by the Company pursuant to such plan. In
July 1996, the Company through the Compensation Committee of the Board
of Directors granted to Messrs. Reeves and Mayell rights to the
Company's Common Stock in lieu of cash compensation pursuant to the
Company's Long-Term Incentive Plan. The purpose of such grants was to
provide retirement benefits to these executive officers. Under such
grants, Messrs. Reeves and Mayell each elected to defer $180,000 and
$400,000 of their compensation for 1996 and 1997, respectively. The
Company also granted to each officer a 100% matching deferral, which is
subject to a one-year vesting. Under the terms of the grants, the
employee and matching deferrals are allocated to a Common Stock account
in which units are credited to the accounts of the officer based on the
number of shares that could be purchased at the market price of the
Common Stock at June 28, 1996 ($9.00 per share), for the deferrals of
1996, and at December 31, 1996 ($17.00 per share), for the deferrals of
1997. At December 31, 1996, rights to 40,000 shares (including the
amount of matching deferrals) of restricted stock had been granted to
each of Mr. Reeves and Mayell, having a fair market value on December
31, 1996 of $680,000. No actual shares of Common Stock are issued and
the officer has no rights with respect to any shares unless and until
there is a distribution. Distributions are to be made upon the death,
retirement or termination of employment of the officer. An amount equal
to the dividends, if any, that would otherwise been paid with respect
to such shares had they actually been issued will be credited to the
respective Common Stock accounts as well.
5
<PAGE>
(2) The Company has adopted a program under which net profit interests are
granted to its executive officers and other key employees in prospects
and wells in which the Company is pursuing and drilling. In general,
the net profit interests range from 0.25% to 2.00% of any well and are
subject to proportional reduction to the Company's interests. During
1994, net profit interests aggregating 6.17% were granted to five
executive officers and key employees of the Company in various wells
drilled by the Company in the Chocolate Bayou Field. Although such
grants were intended to provide long-term incentive for the executive
officer or employee by aligning his or her interests with those of the
Company in its drilling efforts, such grants are not subject to
vesting, the continued employment of the individual with the Company or
other conditions. Accordingly, such grants are considered part of the
Company's annual compensation package and not compensation under a
long-term incentive plan. Each grant of a net profits interest has been
valued based on a third party appraisal of the interest granted. All
amounts reflected in this column are attributable to such grants. See
"Certain Relationships and Related Transactions".
(3) Excludes 714,000 shares of Common Stock issuable to each of Messrs.
Reeves and Mayell with respect to Executive Warrants received by them
in connection with the Company's 1988 restructuring and acquisition of
Walker Energy Partners and which were amended in 1994 with approval of
shareholders to make various changes to more closely align the terms of
the warrants with the continued employment of the officers with the
Company.
(4) Company contributions to its 401(k) plan.
OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Individual Grants Appreciation for
OPTION TERM
---------------------------------------------------- ---------------------
% of Total
Number of Options
Shares Granted to Exercise
Underlying Employment Price Expiration
NAME OPTIONS GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Joseph A. Reeves, Jr .......................... 50,000 25.3 9.00 6/30/06 733,002 1,167,184
Michael J. Mayell ............................. 50,000 25.3 9.00 6/30/06 733,002 1,167,184
Alan S. Pennington ............................ 5,000 2.5 9.00 6/30/06 73,300 116,718
Ronald T. Ivy ................................. 10,000 5.1 9.00 6/30/06 146,600 233,437
Michael R. Stamatedes ......................... 7,500 3.8 9.00 6/30/06 109,950 174,078
</TABLE>
6
<PAGE>
AGGREGATE OPTION EXERCISES IN FISCAL YEAR 1996
AND DECEMBER 31, 1996 OPTION VALUE
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money
Options at Options at
Shares December 31, December 31,
Acquired 1996(#) 1996($)
on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
- -------------------------- -------------- ------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Joseph A. Reeves, Jr. (1) -- -- 193,500 /37,500 1,848,500/287,500
Michael J. Mayell (1) -- -- 193,500 / 37,500 1,848,500/287,500
Alan S. Pennington -- -- 55,000 /5,000 637,187 /37,375
Ronald T. Ivy -- -- 10,000 /10,000 74,375 / 74,375
Michael R. Stamatedes -- -- 8,500 /8,750 64,219 / 64,219
</TABLE>
(1) Excludes (i) warrants to purchase 146,761 shares of common stock at
$0.65 per share granted to each of Messrs. Reeves and Mayell in October
1990 in connection with the Company's formation and (ii) warrants to
purchase 714,000 shares of Common Stock at $5.85 per share pursuant to
the Executive Warrants held by each of Messrs. Reeves and Mayell. The
value of these warrants at December 31, 1996, based on the difference
between the market price of the Common Stock at December 31, 1996, and
the exercise price of the Warrants, was $10,468,237 for each of Messrs.
Reeves and Mayell.
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive an annual retainer,
payable in quarterly installments, of $20,000. Non-employee directors also are
reimbursed for expenses incurred in attending Board of Directors and committee
meetings, including those for travel, food and lodging. Directors and members of
committees of the Board of Directors who are employees of the Company or its
affiliates are not compensated for their Board of Directors and committee
activities.
The Company has a Non-Employee Director Stock Option Plan (the
"Director Stock Option Plan") pursuant to which options to purchase up to
270,000 shares of Common Stock may be granted. Under the Director Stock Option
Plan each non-employee director is granted, on the date of his appointment,
election, reappointment or re-election as a member of the Board of Directors, an
option ("Director Option") for 15,000 shares of Common Stock at an exercise
price equal to the fair market value of a share of Common Stock on the date of
grant. The duration of each Director Option is five years from the date of
grant, and each Director Option may be exercised in whole or in part at any time
after the date of grant; provided, however, that the option vests with respect
to 25% of the shares of Common Stock covered by such Director Option one year
after the date of grant, with respect to an additional 25% of such shares of
Common Stock two years after the date of grant, and with respect to all
remaining shares of Common Stock three years after the date of grant. There are
currently outstanding options to acquire 90,000 shares under the Directors Stock
Option Plan with a weighted average exercise price of $10.07 per share.
In addition to the options granted under the Director Stock Option
Plan, on December 30, 1993, Messrs. Kares and Prizzi, non-employee directors of
the Company, were each granted options to purchase 25,000 shares of Common Stock
at an exercise price of $8.125 per share, the closing market price of the
7
<PAGE>
Common Stock on the date of grant. These options expire on December 30, 1998,
and have terms, including vesting and rights of exercise substantially identical
to the Director Options. These grants were made as one-time grants to provide
additional incentive to the Company's non-employee directors and to more closely
align their interests to the long-term interest of the Company's shareholders.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement ("Employment
Agreement") with each of Messrs. Reeves and Mayell. Each Employment Agreement is
for a term of three years, renewable annually for a term to extend three years
from such renewal date. Each Employment Agreement provides for compensation in a
minimum amount of $289,800 per annum, to be reviewed at least annually for
possible increases, and annual bonuses and other perquisites in accordance with
company policy. In the event either of Messrs. Reeves or Mayell terminates his
employment for "Good Reason" (as defined below), or is terminated by the Company
for other than "Good Cause" (as defined below), such individual would receive a
cash lump sum payment equal to the sum of (i) the base salary for the remainder
of the employment period under the Employment Agreement, (ii) an amount equal to
the last annual bonus paid to him, (iii) two times the sum of his annual base
salary and last bonus, (iv) all compensation previously deferred and any accrued
interest thereon, (v) a lump sum retirement benefit equal to the actuarial
equivalent of the benefits lost by virtue of the early termination of the
employee and (vi) continuation of benefits under the Company's benefit plans. In
the event either of Messrs. Reeves or Mayell dies or is terminated by the
Company for Good Cause, such individual or such individual's estate, as
applicable, would receive all payments then due him under the Employment
Agreement through the date of termination, including a prorated annual bonus and
any compensation previously deferred. Each of Messrs. Reeves and Mayell is also
entitled under each Employment Agreement to certain gross-up payments if an
excise tax is imposed pursuant to Section 4999 of the Code, which imposes an
excise tax on certain severance payments in excess of three times an annualized
compensation amount following certain changes in control, on any payment or
distribution made to either of them.
The term "Good Reason" is defined in each Employment Agreement, with
respect to each of Messrs. Reeves and Mayell, generally to mean (i) a change in
the nature or scope of the duties or responsibilities of such individual, unless
remedied by the Company; (ii) any failure by the Company to pay any form of
compensation stated in each Employment Agreement, unless remedied by the
Company; (iii) requiring such individual to be based at any office or location
30 miles or more from the current location of the Company, other than travel
reasonably required in the performance of such individual's responsibilities;
(iv) any purported termination by the Company of such individual's employment
other than due to death or for Good Cause; or (v) any failure of the Company to
require a successor of the Company to assume the terms of the Employment
Agreement. The term "Good Cause" is defined in each Employment Agreement
generally to mean (i) such individual has been convicted of a felony that is no
longer subject to direct appeal; (ii) such individual has been adjudicated to be
mentally incompetent so as to affect his ability to serve the Company that is no
longer subject to direct appeal or (iii) such individual has been found guilty
of fraud; or willful misfeasance so as to materially damage the Company that is
no longer subject to direct appeal.
8
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of April 2, 1997, with
respect to the beneficial ownership of Common Stock by (a) each director, (b)
each named executive officer in the Summary Compensation Table, (c) each
shareholder known by the Company to be the beneficial owner of more than 5% of
the Common Stock and (d) all officers and directors of the Company as a group.
<TABLE>
<CAPTION>
NO. OF SHARES
BENEFICIALLY
NAME OWNED PERCENT(1)
<S> <C> <C>
Joseph A. Reeves, Jr. (2)......................... 1,248,199 8.16
15995 N. Barkers Landing, Suite 300
Houston, Texas 77079
Michael J. Mayell (3)............................. 1,178,213 7.70
15995 N. Barkers Landing, Suite 300
Houston, Texas 77079
Alan S. Pennington (4)............................ 60,824 *
Ronald T. Ivy (5)................................. 10,000 *
Michael R. Stamatedes (6)......................... 8,869 *
James T. Bond..................................... 11,000 *
Joe E. Kares (7).................................. 41,250 *
Gary A. Messersmith............................... 200 *
Jack A. Prizzi (8)................................ 47,750 *
All officers and directors........................ 2,700,429 16.43
as a group (14 persons)(2)(3)(4)(5)(6)(7)(8)(9)
Warburg, Pincus Counsellors, Inc. (10)............ 1,967,050 13.67
466 Lexington Avenue
New York, New York 10017
Ardsley Advisory Partners (11).................... 1,483,000 10.30
646 Steamboat Road
Greenwich, Connecticut 06830
Neumeier Investment Counsel (12).................. 1,440,150 10.01
26435 Carmel Rancho Boulevard
Carmel, California 93923
Mellon Bank Corporation (13)...................... 1,040,000 7.23
One Mellon Bank Center
Pittsburg, Pennsylvania 15258
Kayne-Anderson Group (14)......................... 888,800 6.18
c/o Kayne, Anderson Investment Mgmt.
1800 Avenue of the Stars, Suite 1425
Los Angeles, California 90067
</TABLE>
* Less than 1%
9
<PAGE>
(1) Shares of Common Stock which are not outstanding but which can be
acquired by a person upon exercise of an option or warrant within sixty
days are deemed outstanding for the purpose of computing the percentage
of outstanding shares beneficially owned by such person.
(2) Includes 145,761 shares, 714,000 shares, 168,500 shares and 25,000
shares of Common Stock that Mr. Reeves has the right to acquire upon
the exercise of the General Partner Warrant, Executive Warrants, a
stock option under the Company's 1990 Stock Option Plan and a stock
option under the Company's 1995 Long-Term Incentive Plan, respectively.
(3) Includes 145,761 shares, 714,000 shares, 168,500 shares and 25,000
shares of Common Stock that Mr. Mayell has the right to acquire upon
the exercise of the General Partner Warrant, Executive Warrants, a
stock option under the Company's 1990 Stock Option Plan and a stock
option under the Company's 1995 Long-Term Incentive Plan, respectively.
(4) Includes 55,000 shares of Common Stock that Mr. Pennington has the
right to acquire upon the exercise of a stock option under the
Company's 1990 Stock Option Plan.
(5) Includes 5,000 shares and 5,000 shares of Common Stock that Mr. Ivy has
the right to acquire upon the exercise of a stock option under the
Company's 1990 Stock Option Plan and a stock option under the Company's
1995 Long-Term Incentive Plan, respectively.
(6) Includes 5,000 shares and 3,750 shares of Common Stock that Mr.
Stamatedes has the right to acquire upon the exercise of a stock option
under the Company's 1990 Stock Option Plan and a stock option under the
Company's 1995 Long-Term Incentive Plan, respectively.
(7) Includes 41,250 shares of Common Stock that Mr. Kares has the right to
acquire upon the exercise of Director Options.
(8) Includes 45,000 shares of Common Stock that Mr. Prizzi has the right to
acquire upon the exercise of Director Options.
(9) Includes 54,125 shares and 13,750 shares of Common Stock that other
officers have the right to acquire upon the exercise of a stock option
under the Company's 1990 Stock Option Plan and a stock option under the
Company's 1995 Long-Term Incentive Plan, respectively.
(10) Warburg, Pincus Counsellors, Inc. has sole power to vote 1,262,900 and
sole power to dispose of all such shares.
(11) Ardsley Advisory Partners has shared voting and dispositive power for
all such shares.
(12) Neumeier Investment Counsel has sole power to vote 680,100 of such
shares and sole power to dispose of all such shares.
(13) Mellon Bank Corporation has sole voting power to vote all such shares
and shared power to dispose of 1,009,000 shares.
(14) Kayne-Anderson Group has shared voting and dispositive power for all
such shares.
10
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of business, the Company offers participation in
exploration prospects to industry partners. Terms of each participation vary
depending on the risk and economic conditions of the industry. In addition, in
an effort to provide the Company's executive officers and key employees with
additional incentive to identify and develop successful exploratory prospects
for the Company, the Company has adopted a policy of offering to its principal
executive officers and key employees responsible for the identification and
development of prospects the right to participate in each of the prospects
pursued by the Company. Such participation is required to be on the same terms
and conditions as the Company and its outside partners and is currently limited
in aggregate to an approximate 8% working interest in any prospect. Other than
prospects in the Chocolate Bayou Field in which Mr. Reeves and Mr. Mayell each
have a right to have a 3.3% working interest and prospects completed prior to
1994 in which Messrs. Reeves and Mayell each has a working interest of 3.5%, the
maximum percentage which Messrs. Reeves and Mayell may currently elect to
participate in any prospect is a 1.5% working interest for each Messrs. Reeves
and Mayell and a 1% working interest in Chocolate Bayou Field for Paul E. Faulk,
the Company's reservoir engineer.
During 1996, the following individuals, either personally or through
wholly-owned or affiliated corporations, participated as working interest owners
in properties of the Company:
AMOUNT PAID
or
Obligation
INDIVIDUAL PROSPECT(2) INCURRED(2)(3)
---------- ---------------- --------
Joseph A. Reeves, Jr.(1) Bayou Lafourche $ 8,375
E Cameron 242,783
Lake Boeuf 82,245
NE Thornwell 36
SW Holmwood 112,192
N Crescent Farms 150,114
Deep Saline 70,838
Chocolate Bayou 163,344
--------
$829,927
========
Michael J. Mayell(1) Bayou Lafourche $ 8,375
E Cameron 242,783
Lake Boeuf 82,245
NE Thornwell 36
SW Holmwood 112,192
N Crescent Farms 150,114
Deep Saline 70,838
Chocolate Bayou 163,344
--------
$829,927
========
Paul E. Faulk Chocolate Bayou $ 62,884
========
_______________
(1) The investments by Mr. Reeves are effected through Texas Oil
Distribution and Development, Inc. ("TODD") and the investments by Mr
Mayell are effected through Sydson Energy, Inc. (Sydson").
(2) Represents working interest in ten wells, of which four were successful
and three were in progress. The average working interests in each well
acquired was 1.3% for each of Messrs. Reeves and Mayell. Each of such
working interest purchases took place prior to spudding the respective
wells.
(3) The amounts set forth in this column represent amounts paid or payable
by the individual with respect to the well or prospect to acquire the
working interest and to pay for acquisition, drilling and completion
costs pursuant to the terms of the operating or other agreement
relating to the prospect or well. Ordinary course of business payments
with respect to operating costs have been excluded.
11
<PAGE>
Under the terms of the operating and other agreements relating to the
Company's wells and prospects, the Company, as operator, incurs various expenses
relating to the prospect or well that are then billed to the working interest
owner. During 1996, each of TODD and Sydson were indebted to the Company for
expenses paid by the Company in respect of their working interest in various
prospects and wells in which the Company acted as operator. The largest account
balance of such parties with the Company during 1996, under such operating
agreements was $1,067,000 for TODD and $1,075,000 for Sydson. No interest was
charged with respect to these outstanding amounts. As of December 31, 1996, TODD
and Sydson each had an outstanding account balance with the Company with respect
to wells and prospects in which they were participating in the amounts of
$83,000, which have been netted by amounts owed to them from the Company.
The Company believes that the granting of participation interests to
its employees in the Company's prospects promotes in them a proprietary interest
in the Company's exploration efforts that benefits the Company and its
shareholders. To achieve this objective, the Company has entered into agreements
with certain executive officers and key employees of the Company and a trust for
the benefit of all employees of the Company whereby such persons or trust are
granted net profits interest in the oil and natural gas production from certain
properties to the extent the Company acquires a mineral interest therein. The
net profits interest received is equivalent to an overriding royalty interest
less a proportionate share of the costs incurred by the Company and its
participating working interest owners for landowner royalties, severance and
production taxes and normal lease operating expenses, exclusive of drilling well
overhead rates and costs associated with the establishment or enhancement of
production. The interest to be granted with respect to any property will be
proportionately reduced to the extent the interest of the Company and its
participating working interest owners is less than 100%. The net profits
interest for an individual officer or employee applies to all properties on
which the Company expends funds during the employee's employment with the
company for the identification or acquisition of geological, land or engineering
data or for the drilling of a well. The net profits interest with respect to a
particular property continues following the officer's termination of employment
so long as there is not a three-year period following the expiration or
termination of the last mineral interest in such property during which the
Company does not have a mineral interest therein. During such time as the
officer has a net profits interest in a particular property, the agreement
provides that the Company will have an exclusive option to acquire leases and
other mineral interests therein.
During 1994, each of Messrs. Reeves and Mayell was granted a 2.00% net
profits interest in various prospects owned by the Company in 1994 and Mr.
Pennington was granted a 1.667% net profits interest in various prospects owned
by the Company in 1994. During 1995, Messrs. Ivy and Stamatedes were granted a
0.25% and 0.75%, respectively, net profits interest in various prospects owned
by the Company in 1995. It is currently contemplated that similar grants will be
made to such persons with respect to new prospects.
Joe E. Kares, a member of the Executive Compensation Committee, is a
partner in the public accounting firm of Kares & Cihlar, which provided the
Company and its affiliates with accounting services for 1996 and received fees
therefor of approximately $56,000 . These fees exceeded 5% of the gross revenues
of Kares & Cihlar for 1996. The Company believes that these fees were equivalent
to the fees that would have been paid to similar firms providing its services in
arm's length transactions.
Mr. Messersmith is a partner in the law firm of Fouts & Moore, L.L.P.
in Houston, Texas, which periodically provides legal services for the Company.
In addition, the Company has Mr. Messersmith on personal retainer of $6,250 per
month relating to services provided to the Company personally by Mr.
Messersmith.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
TEXAS MERIDIAN RESOURCES CORPORATION
(Registrant)
Date: April 30, 1997 By: JOSEPH A. REEVES, JR.
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JOSEPH A. REEVES, JR.
CHIEF EXECUTIVE OFFICER
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