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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Meridian Resource Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
58977Q109
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(CUSIP Number)
Catherine A. Lamboley, Corporate Secretary
Shell Oil Company
910 Louisiana Street
Houston, Texas 77252
(713) 241-6161
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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
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).
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SCHEDULE 13D
CUSIP NO.: 58977Q109
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shell Oil Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY --------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 25,919,458 or 13,684,182,
WITH depending on the matter
put to a vote
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
-25,919,458-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,919,458
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.6%
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14 TYPE OF REPORTING PERSON
CO
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1
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SCHEDULE 13D
CUSIP NO.: 58977Q109
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Shell Louisiana Onshore Properties Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY --------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 25,919,458 or 13,684,182,
WITH depending on the matter
put to a vote
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
-25,919,458-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,919,458
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.6%
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14 TYPE OF REPORTING PERSON
CO
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2
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D filed by Shell Oil Company ("SOC") and
Shell Louisiana Onshore Properties Inc. ("SLOPI", and together with SOC, the
"Reporting Entities") is hereby supplemented by adding the following
information.
On July 17, 2000 SLOPI and the Issuer executed and delivered an
Option and Standstill Agreement (the "Option Agreement"). Pursuant to the
Option Agreement (i) SLOPI granted to the Issuer an irrevocable option,
exercisable by the Issuer at any time prior to January 31, 2001, to acquire
6,000,000 shares of the Common Stock of the Issuer held by SLOPI, and all of
the Preferred Stock, par value $1.00 per share of the Issuer (the "Preferred
Stock") held by SLOPI, for an aggregate cash purchase price of one hundred
fourteen million dollars ($114,000,000.00); and (ii) the Issuer issued to SLOPI
on the date of the Option Agreement one million newly issued shares of the
Common Stock of the Issuer (the "Consideration Shares"). See Item 6 for a
description of the Option Agreement and related agreements that will be entered
into by SLOPI and the Issuer upon exercise of the Option.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13 D filed by the Reporting Entities is
hereby supplemented by adding the following information.
The transactions evidenced by the Option Agreement occurred as a
result of negotiations with the Issuer. SLOPI granted the Option to the Issuer
in furtherance of SLOPI's investment objectives. Following the termination of
the Option, whether by the Issuer's exercise thereof, or by expiration of the
Option's stated term, SLOPI intends to continue to review its investment in the
Issuer on an ongoing basis and, depending upon the price of, and other market
conditions relating to, the Common Stock, subsequent developments affecting the
Issuer, the Issuer's business and prospects, other investment and business
opportunities available to SLOPI, general stock market and economic conditions,
tax considerations and other factors deemed relevant may decide to increase or
decrease the size of the investment in the Issuer; provided, however, that the
Option Agreement provides that for a period of ten years following the closing
of the exercise of the Option, SLOPI shall not, and shall cause its Affiliates
not to, acquire any additional equity or debt securities or other interests in
the Issuer, unless such acquisition is approved in advance by the board of
directors of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D filed by the Reporting Entities is hereby
amended in its entirety to read as follows:
Through its direct holdings, SLOPI beneficially owns and has the
power to dispose of 13,082,030, or nearly 27.6% of the 47,414,417 shares of
Common Stock that are currently outstanding. Because SLOPI's 3,982,906 shares
of Preferred Stock are convertible into 12,837,428 shares of Common Stock at
any time at the holder's election, SLOPI is deemed under Rule 13d-3 to own
beneficially and have the power to dispose of such additional Common Stock as
well. SLOPI therefore beneficially owns and has the power to dispose of a total
of 25,919,458, or approximately 43.6% of the 59,496,447 shares of Common Stock
which are deemed outstanding for purposes of Rule 13d-3(d).
Voting power, however, does not directly track beneficial ownership.
Each of SLOPI's 3,982,906 shares of Preferred Stock is entitled to one vote per
share on all matters submitted to holders of the Common Stock, and such shares
are convertible into 12,837,428 shares of Common Stock. However, as explained
further in Item 6(D)(5) of the original Schedule 13D filed by the Reporting
Entities, SLOPI agreed, subject to
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certain exceptions (i) to exercise voting control over no more than 23.0% of
the votes entitled to be cast in any matter put to a vote of the holders of
Common Stock and (ii) to cast any excess votes it may have pro rata with the
votes of all other shares that are actually voted for or against (or that
abstain from voting) on each matter. Therefore, in voting upon certain matters
(see Item 6(D)(5) of the original Schedule 13D filed by the Reporting
Entities), SLOPI's shares of Preferred Stock would, after conversion and when
aggregated with its direct holdings, entitle it to cast 25,919,458 (or 43.6%)
of the 59,496,447 then outstanding votes. In votes subject to the limitations
described above, SLOPI may only vote (i) upon full conversion of the Preferred
Stock, up to 13,684,182 (or 23%) of the 59,496,447 shares of Common Stock that
would then be outstanding and (ii) prior to the conversion of any Preferred
Stock, up to 11,821,384 (or 23%) of the 51,397,323 votes entitled to be cast.
Therefore, SLOPI may exercise, upon conversion of the Preferred Stock, voting
power with respect to either 25,919,458 or 13,684,182 of the outstanding
shares. Because SLOPI is an indirect subsidiary of Shell Oil, Shell Oil may
also be deemed to own SLOPI's shares beneficially and to share in its voting
power with respect thereto. The foregoing share figures are accurate as of the
date of this statement but subject to adjustment in the event of occurrences
which trigger antidilution adjustments with respect to the Preferred Stock and
with respect to other changes in the Issuer's capitalization.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13 D filed by the Reporting Entities is
hereby supplemented by adding the following information.
Prior to the exercise or termination of the Option, the agreements
between SLOPI and the Issuer which are described in Item 6 of the original
Schedule 13D filed by the Reporting Entities remain in full force and effect,
and are not modified or affected by the Option Agreement except as described
below. Furthermore, if the Option terminates by its terms without exercise by
the Issuer, such agreements will remain in effect between SLOPI and the Issuer.
A. The Option Agreement.
Pursuant to the Option Agreement, a copy of which is attached hereto
as Exhibit 1, SLOPI has granted to the Issuer an irrevocable option to
purchase, at any time during the period commencing July 17, 2000 and ending at
3:00 p.m. Central Time of January 31, 20001 (the "Option Period"), all, but not
less than all of (i) 6,000,000 shares of Common Stock of the Issuer, and (ii)
all 3,982,906 shares of the Preferred Stock of the Issuer, for an aggregate
purchase price of $114 million in cash. As consideration for the Option, the
Issuer has issued the Consideration Shares to SLOPI. SLOPI has agreed that it
will not offer, sell or contract to sell or otherwise transfer or announce an
offering of the Consideration Shares prior to the earlier of the exercise of
the Option or the end of the Option Period. The Consideration Shares are not
subject to the Stock Rights and Restrictions Agreement (the "Stock Rights
Agreement") between SLOPI and the Issuer, which is described in the original
Schedule 13 D filed by the Reporting Entities.
The Issuer has the right to designate one or more persons to
exercise the Option with respect to the Common Stock. Any such person would be
required to execute a Stock Purchase Agreement with SLOPI in the form attached
to the Option Agreement.
In the Option Agreement, SLOPI has agreed that it will not, during
the period commencing on July 17, 2000 and ending upon the earlier of the
exercise of the Option or the end of the Option Period, (i) exercise any of
SLOPI's rights under the Stock Rights Agreement to engage in an otherwise
permitted transfer of the Common Stock or Preferred Stock of the Issuer owned
by SLOPI, (ii) exercise SLOPI's rights under the Stock Rights Agreement to
participate as a buyer of Common Stock or securities exchangeable into Common
Stock if
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the Issuer were to issue additional or new shares of Common Stock or such
securities, (iii) exercise SLOPI's rights under the Stock Rights Agreement to
receive "Deficiency Amounts" (as defined in the Stock Rights Agreement) in the
event SLOPI were to sell shares of Common Stock which it had received upon
conversion of shares of Preferred Stock, or (iv) exercise SLOPI's rights under
the Registration Rights Agreement entered into between SLOPI and the Issuer
(the "Existing Registration Rights Agreement"), which is described in the
original Schedule 13D filed by the Reporting Entities.
Also, in the Option Agreement SLOPI has agreed that during the
period commencing on July 17, 2000 and ending upon the earlier of the exercise
of the Option or the end of the Option Period, SLOPI will not (i) acquire or
agree or propose to acquire ownership of the Issuer or any assets or business
of the Issuer (except in transactions in the ordinary course of business) or
any securities of the Issuer, or make any public announcement with respect
thereto, (ii) except with respect to SLOPI's designee on the Issuer's board of
directors, seek or propose to influence or control in any manner the management
or policies of the Issuer, or to obtain additional representation on the Board
of Directors of the Issuer, or solicit, encourage or participate in the
solicitation of proxies or consents with respect to any securities of the
Issuer, (iii) seek or propose any recapitalization, restructuring or other
extraordinary transaction with respect to the Issuer or any of its businesses,
(iv) enter into any discussions, negotiations or other arrangements with any
third party with respect to any of the foregoing or (v) take any action that
might force the Issuer to make a public announcement regarding any of the
foregoing.
B. Agreements Effective upon Exercise of the Option.
If the Issuer exercises the Option, effective upon the closing of
such exercise (the "Closing"), the following terms and agreements will be
effective between the Issuer and SLOPI.
Effective as of the Closing, SLOPI shall cause its designee to
resign from the Board of Directors of the Issuer, and SLOPI and its Affiliates
shall relinquish, for a period of ten years after the Closing, any rights to
propose any candidates for election to the Issuer's Board of Directors.
For a period of ten years following the Closing, SLOPI shall not,
and shall cause its Affiliates not to, acquire any additional equity or debt
securities or other interests in the Issuer or any of the Issuer's securities,
unless such acquisition is approved in advance by the Issuer's Board of
Directors.
For a period of 90 days following the Closing, SLOPI and its
Affiliates shall not offer, sell or contract to sell, or otherwise transfer or
dispose of, or announce any offering of any shares of Common Stock, or any
securities convertible into or exchangeable for shares of Common Stock, except
for transfers to affiliates of SLOPI, or pursuant to any merger, consolidation
or compulsory share exchange transaction in which the Issuer is a constituent
corporation.
Effective as of the Closing, the Issuer and SLOPI and its affiliates
will mutually release each other from any claims arising from or based upon the
Agreement and Plan of Merger dated as of May 27, 1998, except for certain
express provisions thereof and other agreements.
At the Closing, the Issuer and SLOPI will execute an agreement
terminating the Stock Rights Agreement and the Existing Registration Rights
Agreement. SLOPI and the Issuer will execute a new Registration Rights
Agreement at Closing, whereby SLOPI may require the Issuer to file two
registration statements under the Securities Act of 1933, as amended, to permit
sales by SLOPI of shares of Common Stock of the Issuer, and to permit SLOPI to
participate in sales of Common Stock where the Issuer proposes to file any such
registration statement. SLOPI has also agreed that at the Closing, the Issuer
will enter into an amendment of its Rights Agreement with American Stock
Transfer & Trust Co., the effect of which will be to render SLOPI and its
affiliates subject to such agreement.
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C. Incorporation by Reference.
The foregoing description of the Option Agreement, including the
exhibits thereto, summarize provisions which are complex and detailed. As a
necessary result, the summary descriptions are, in a manner not essential to a
general understanding of the agreements, imprecise or lacking in certain
detail. Accordingly the exhibits to this statement supplement the foregoing,
are hereby incorporated by reference, and should be directly referenced in
order better to assess the precise scope, operation and nature of the agreement
reached between SLOPI and the Issuer with respect to their subject matter. To
the extent that any exhibit is inconsistent with or supplements the summary
descriptions, the summary descriptions are deemed modified thereby.
D. Transactions during Past Sixty Days.
Except as described herein, neither of the Reporting Entities, nor,
to their knowledge, any of the persons named in Schedule I hereto, has effected
any transactions in the Common Stock during the past sixty days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Option and Standstill Agreement dated July 17, 2000
between the Issuer and SLOPI.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
July 20, 2000
SHELL LOUISIANA ONSHORE PROPERTIES INC.
BY: /s/ W. VAN DE VIJVER
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Name: W. van de Vijver
Title: Chief Executive Officer
SHELL OIL COMPANY
BY: /s/ CATHERINE A. LAMBOLEY
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Name: Catherine A. Lamboley
Title: General Counsel and Corporate Secretary
7
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AMENDED SCHEDULE I
The original Schedule I is hereby amended as follows:
DIRECTORS AND EXECUTIVE OFFICERS
SHELL LOUISIANA ONSHORE PROPERTIES, INC.
<TABLE>
<CAPTION>
POSITION
NAME AND ADDRESS CITIZENSHIP OCCUPATION
<S> <C> <C>
W. van de Vijver Dutch Chairman
910 Louisiana Street President and CEO
Houston, Texas 77252 President and CEO,
Shell Exploration & Production Company
R.V. Deere U.S.A. Director and Treasurer
910 Louisiana Street Manager - Financial Structure,
Houston, Texas 77252 Shell Exploration & Production Company
D.W. Dupert U.S.A. Director
910 Louisiana Street
Houston, Texas 77252
J.R. Eagan U.S.A. Director
910 Louisiana Street Executive Vice President - Finance
Houston, Texas 77252 and Chief Financial Officer
Vice President - Finance and Commercial,
Shell Exploration & Production Company
D.A. Erickson U.S.A. Director and Vice President - Tax
910 Louisiana Street General Tax Counsel,
Houston, Texas 77252 Shell Exploration & Production Company
R.J. Ferris U.S.A. Director and Assistant Secretary
910 Louisiana Street
Houston, Texas 77252
D.T. Lawrence U.S.A. Executive Vice President -
910 Louisiana Street Exploration and Development
Houston, Texas 77252
S.H. McVeigh U.S.A. Executive Vice President -
910 Louisiana Street Production and Surveillance
Houston, Texas 77252
M.E. Odum U.S.A. Executive Vice President -
910 Louisiana Street Business Development and Technology
Houston, Texas 77252
K.T. Jarvi U.S.A. Vice President - Legal
910 Louisiana Street
Houston, Texas 77252
</TABLE>
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DIRECTORS AND EXECUTIVE OFFICERS
SHELL OIL COMPANY
<TABLE>
<CAPTION>
POSITION
NAME AND ADDRESS CITIZENSHIP OCCUPATION
<S> <C> <C>
Joseph E. Antonini U.S.A. Director
1800 W. Maple Road Retired Chairman, President
Troy, Michigan 48084 and CEO, KMart Corporation
Rand V. Araskog U.S.A. Director
1330 Avenue of the Americas Retired Chairman and CEO
New York, New York 10019-5490 ITT Corporation
Robert F. Daniell U.S.A. Director
United Technologies Bldg. Retired Chairman, United
Hartford, Connecticut 06101 Technologies Corporation
Vilma S. Martinez U.S.A. Director
355 S. Grand Avenue Attorney (Partner)
Los Angeles, California 90071-1560 Munger, Tolles & Olson
Steve L. Miller U.S.A. Chairman
910 Louisiana Street President and CEO
Houston, Texas 77252
Mark Moody-Stuart England Director
Shell Centre Chairman and a Managing
2 York Road Director of The "Shell"
London, England SEI 7NA Transport and Trading
Company p. l. c.
Harold A. Poling U.S.A. Director Emeritus
Regent Court Bldg. Retired Chairman and CEO,
16800 Executive Place Drive Ford Motor Company
Dearborn, Michigan 48126
Gordon R. Sullivan U.S.A. Director
490 L'Enfant Plaza, S.W. President
Washington, D.C. 20024 Association of the U.S. Army
John F. Woodhouse U.S.A. Director
1390 Enclave Parkway Chairman
Houston, Texas 77077-2099 Sysco Corporation
S. Borches U.S.A. Vice President - Corporate Affairs
910 Louisiana Street
Houston, Texas 77252
</TABLE>
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<TABLE>
<S> <C> <C>
N.J. Caruso U.S.A. General Manager - Finance
910 Louisiana Street Chief Financial Officer
Houston, Texas 77252
C.A. Lamboley U.S.A. Vice President
910 Louisiana Street General Counsel and Corporate Secretary
Houston, Texas 77252
D.H. Ohle U.S.A. Vice President - Human Resources
910 Louisiana Street (Effective as of 8-2-00)
Houston, Texas 77252
P.M. Dreckman U.S.A. Vice President and General Tax Counsel
910 Louisiana Street
Houston, Texas 77252
S.E. Ward U.S.A. Vice President - Government Affairs
910 Louisiana Street
Houston, Texas 77252
</TABLE>
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INDEX TO EXHIBITS
Exhibit 1 - Option and Standstill Agreement dated July 17, 2000
between the Issuer and SLOPI.
11
