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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
MERIDIAN RESOURCE CORP.
.............................................................................
(Name of Issuer)
COMMON STOCK
.............................................................................
(Title of Class of Securities)
58977Q109
.............................................................................
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 8
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CUSIP NO. SCHEDULE 13G PAGE 2 OF 8 PAGES
58977Q109
.............................................................................
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A) KAIM NON-TRADITIONAL, L.P. - 95-4486379
(B) RICHARD A. KAYNE - ###-##-####
.............................................................................
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
.............................................................................
3 SEC USE ONLY
.............................................................................
4 CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
.............................................................................
5 SOLE VOTING POWER
(A) 0
NUMBER OF (B) 200,500
SHARES .........................................
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (A) 4,838,584
EACH REPORTING (B) 4,838,584
PERSON WITH .........................................
7 SOLE DISPOSITIVE POWER
(A) 0
(B) 200,500
.........................................
8 SHARED DISPOSITIVE POWER
(A) 4,838,584
(B) 4,838,584
.............................................................................
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A) 4,838,584
(B) 5,039,084
.............................................................................
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
.............................................................................
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 10.09%
(B) 10.50%
.............................................................................
12 TYPE OF REPORTING PERSON*
(A) IA
(B) IN
.............................................................................
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8
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United States
Securities and Exchange Commission
Schedule 13G
Amendment No. 4
*********************
<TABLE>
<S> <C>
Item 1. (a) Issuer: Meridian Resource Corp.
(b) Address: 15995 North Barkers Landing, Suite 300
Houston, Texas 77079
Item 2. (a) Filing Persons: KAIM Non-Traditional, L.P. Richard A. Kayne
(b) Addresses: 1800 Avenue of the Stars, 2nd Floor 1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067 Los Angeles, CA 90067
(c) Citizenship: KAIM Non-Traditional, L.P. is a California limited partnership
Richard A. Kayne is a U.S. Citizen
(d) Title of Class
of Services: Common Stock
(e) Cusip Number: 58977Q109
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(e) KAIM Non-Traditional, L.P. is an investment adviser registered under section 203
of the Investment Advisers Act of 1940
Item 4. Ownership
(a) Amount Beneficially Owned:
Five investment limited partnerships 4,166,488
Managed accounts 672,096
Richard A. Kayne 200,500
Total 5,039,084*
(b) Percent of Class: 10.50%
* Reported shares include 2,142,857 shares which may be acquired upon
conversion of Subordinated Notes (the "Notes"). Although the Notes
are currently convertible, the conversion price of the Notes is
substantially higher than the market value of the common stock. As a
result, in addition to the disclaimer above, each of the reporting
persons disclaims beneficial ownership of the underlying shares.
</TABLE>
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United States
Securities and Exchange Commission
SCHEDULE 13G
AMENDMENT NO. 4
Meridian Resource, Inc. (Issuer)
................................................................................
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of
the date hereof the reporting persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM. 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
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United States
Securities and Exchange Commission
SCHEDULE 13G
AMENDMENT NO. 4
Meridian Resource Corp.
................................................................................
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
August 18, 1999
- --------------------------------------
Date
/s/ Richard A. Kayne
- --------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ David J. Shladovsky
------------------------------
David J. Shladovsky, Secretary
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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
August 18, 1999
- --------------------------------------
Date
/s/ Richard A. Kayne
- --------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ David J. Shladovsky
------------------------------
David J. Shladovsky, Secretary
PAGE 6 OF 8
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United States
Securities and Exchange Commission
Schedule 13G
AMENDMENT NO. 4
(cover page)
Meridian Resource Corp.
................................................................................
Box 9. The reported shares are owned by 11 investment accounts (including
five investment limited partnerships, four insurance companies and an
offshore corporation) managed, with discretion to purchase or sell
securities, by KAIM Non-Traditional, L.P., a registered investment
adviser.
KAIM Non-Traditional, L.P. is the general partner of the limited
partnerships. Richard A. Kayne is the controlling shareholder of the
corporate owner of Kayne Anderson Investment Management, Inc., the
general partner of KAIM Non-Traditional, L.P. Mr. Kayne is a limited
partner of each of the limited partnerships. KAIM Non-Traditional,
L.P. is an investment manager of the offshore corporation. Mr. Kayne
is a director of one of the insurance companies.
KAIM Non-Traditional, L.P. disclaims beneficial ownership of the
shares reported, except those shares attributable to it by virtue of
its general partner interests in the limited partnerships. Mr. Kayne
disclaims beneficial ownership of the shares reported, except those
shares held by him or attributable to him by virtue of his limited
and general partner interests in the limited partnerships and by
virtue of his indirect interest in the interest of KAIM
Non-Traditional, L.P. in the limited partnerships.
Reported shares include 2,142,857 shares which may be acquired upon
conversion of Subordinated Notes (the "Notes"). Although the Notes
are currently convertible, the conversion price of the Notes is
substantially higher than the market value of the common stock. As a
result, in addition to the disclaimer above, each of the reporting
persons disclaims beneficial ownership of the underlying shares.
PAGE 7 OF 8
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UNDERTAKING
The undersigned agree jointly to file the attached Statement of Beneficial
Ownership on Schedule 13G with the U.S. Securities Exchange Commission and
Meridian Resource Corp.
Dated: August 18, 1999
/s/ Richard A. Kayne
- -------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ David J. Shladovsky
------------------------------
David J. Shladovsky, Secretary
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