- Current report filing (8-K)
May 13 2010 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 13, 2010
The Meridian Resource Corporation
(Exact Name of Registrant as Specified in Charter)
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Texas
(State or Other Jurisdiction
of Incorporation)
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1-10671
(Commission File Number)
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76-0319553
(IRS Employer
Identification No.)
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1401 Enclave Parkway, Suite 300
Houston, Texas 77077
(Address of Principal Executive Offices) (Zip Code)
281-597-7000
(Registrants telephone number, including area code)
[Not Applicable]
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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In accordance with the Agreement and Plan of Merger dated as of December 22, 2009, by and
among The Meridian Resource Corporation, a Texas corporation (the Company), Alta Mesa Holdings,
LP, a Texas limited partnership (Parent), and Alta Mesa Acquisition Sub, LLC, a Texas limited
liability company and wholly-owned subsidiary of Parent (Merger Sub), as amended by the First
Amendment to Agreement and Plan of Merger dated as of April 7, 2010 (the First Amendment and
collectively, the Merger Agreement), the Merger (as defined in the Merger Agreement) was
consummated on May 13, 2010. As a result of the Merger, the Company was merged with and into Merger
Sub, and Merger Sub was the surviving entity. As a result, the Company became a wholly-owned
subsidiary of Parent.
The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, which
is attached as Exhibit 2.1 to the Form 8-K filed on December 29, 2009, and the First Amendment,
which is attached as Exhibit 2.1 to the Form 8-K filed on April 12, 2010.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
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On May 13, 2010, the Company notified the New York Stock Exchange (the NYSE) of the
effectiveness of the Merger. As a result of the Merger, the Company no longer meets the numerical
listing requirements of the NYSE. The Company also notified NYSE that following the Merger no
shares of the Companys common stock, par value $0.01 per share (each, a Share), remain
outstanding, and the Company requested that the NYSE file with the Securities and Exchange
Commission a Notification of Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), on Form 25 to remove the Shares
from listing on the NYSE and to deregister the Shares under the Exchange Act. Consequently, trading
of the Shares on the NYSE will cease at market close on May 13, 2010.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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In connection with the consummation of the Merger, each Share issued and outstanding
immediately prior to the consummation of the Merger (other than Shares held by Parent, Merger Sub
or any of their wholly-owned subsidiaries, Shares held in the Companys treasury, and Dissenting
Shares (as defined in the Merger Agreement)) was converted into the right to receive an amount in
cash equal to $0.33 per Share (the Merger Consideration). Upon consummation of the Merger, the
Companys shareholders immediately prior to the consummation of the Merger ceased to have any
rights as shareholders in the Company (other than their right to receive the Merger Consideration
or their right to appraisal of their Shares under Texas law) and accordingly no longer have any
interest in the Companys future earnings or growth.
On May 13, 2010, the Company issued a press release announcing the completion of the Merger. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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99.1
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Press Release dated May 13, 2010.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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THE MERIDIAN RESOURCE CORPORATION
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May 13, 2010
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By:
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/s/ Harlan H. Chappelle
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Name:
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Harlan H. Chappelle
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Title:
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President and Chief Executive Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated May 13, 2010.
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