-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UYzkg1F7jojWL9N3/ygNbfg+5rNiPcZXxfytTe2FOOdOG8HK8FgnnbctiBKcU4Jo M9nNXJXkT9+j1cKSqbUE+g== 0000950148-99-001903.txt : 19990820 0000950148-99-001903.hdr.sgml : 19990820 ACCESSION NUMBER: 0000950148-99-001903 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990819 GROUP MEMBERS: KAIM NON TRADITIONAL L P/CA GROUP MEMBERS: KAIM NON-TRADITIONAL, L.P. GROUP MEMBERS: RICHARD A. KAYNE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN RESOURCE CORP CENTRAL INDEX KEY: 0000869369 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760319553 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42706 FILM NUMBER: 99696076 BUSINESS ADDRESS: STREET 1: 15995 N BARKERS LANDING STE 300 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7135588080 MAIL ADDRESS: STREET 1: 15995 N BARKERS LANDING SUITE 300 STREET 2: 15995 N BARKERS LANDING SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS MERIDIAN RESOURCES CORPORATION DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS MERIDIAN RESOURCES ACQUISITION CORPORATION DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAIM NON TRADITIONAL L P/CA CENTRAL INDEX KEY: 0000949615 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954486379 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1800 AVE OF THE STARS STREET 2: 1425 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105562721 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 2ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G/A 1 SCHEDULE 13G/AMENDMENT 4 1 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response........14.90 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 2 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 3 United States Securities and Exchange Commission Schedule 13G Amendment No. 4 ********************* 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.
PAGE 3 OF 8 4 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. PAGE 4 OF 8 5 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 PAGE 5 OF 8 6 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 7 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 8 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 PAGE 8 OF 8 -----END PRIVACY-ENHANCED MESSAGE-----