-----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, U6mE8TKIaupvCtcphoTLvAkLb19OML+Ohq8qtZY69F+/TMH5TacC9wv1poBBjUKF HCjs6kWJLBlUP8LHoe8mkw== 0000950129-03-004832.txt : 20030930 0000950129-03-004832.hdr.sgml : 20030930 20030930161415 ACCESSION NUMBER: 0000950129-03-004832 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030925 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030930 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10671 FILM NUMBER: 03917859 BUSINESS ADDRESS: STREET 1: 1401 ENCLAVE PARKWAY SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 7135588080 MAIL ADDRESS: STREET 1: 1401 ENCLAVE PARKWAY SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77077 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 8-K 1 h08931e8vk.txt FORM 8-K ================================================================================ 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): SEPTEMBER 25, 2003 THE MERIDIAN RESOURCE CORPORATION (Exact Name of Registrant As Specified In Its Charter) TEXAS 76-0319553 (State or Other Jurisdiction 1-10671 (I.R.S. Employer of Incorporation) (Commission File No.) Identification No.) 1401 ENCLAVE PARKWAY, SUITE 300 HOUSTON, TEXAS 77077 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 281-597-7000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS In June 2003, The Meridian Resource Corporation (the "Company", "we" or "our") invited several accounting firms, including Ernst & Young LLP, the Company's former independent accountant, to submit proposals to be engaged to perform the Company's audit work. The Company's decision to invite such proposals was approved by the Audit Committee of the Board of Directors of the Company. Ernst & Young declined to submit a proposal. On September 25, 2003, the Company retained the services of BDO Seidman LLP as its new independent accountant to audit the Company's financial statements. The retention of BDO Seidman was approved by the Audit Committee of the Board of Directors of the Company. During the two years ended December 31, 2002 and during the subsequent interim period through the date of this report, the Company has not consulted with BDO Seidman regarding the application of accounting principles or the type of audit opinion that BDO Seidman might render on the Company's financial statements. Neither of the reports issued by Ernst & Young with respect to the Company's financial statements for the years ended December 31, 2002 and 2001 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that Ernst & Young's report with respect to the year ended December 31, 2002 contained an explanatory paragraph indicating that there was substantial doubt as to the Company's ability to continue as a going concern. Since that time, the Company has issued and sold 8,703,537 shares of Common Stock at a purchase price of $3.87 per share, resulting in net proceeds to the Company of approximately $33.0 million, a portion of which has since been paid to its respective credit facilities to address the liquidity issues related to the "going concern" modification of Ernst & Young's report. See "Item 5. Other Events and Required FD Disclosure" below. During the two years ended December 31, 2002 and during the subsequent interim period through the date of this report, the Company has had no disagreement with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreement in connection with its report. Ernst & Young informed the Company that, as part of Ernst & Young's review of the Company's financial statements for the year ended December 31, 2002, Ernst & Young determined that there was a material weakness relating to deficiencies in the internal controls of the Company's financial reporting process, including the gathering and review of data presented in the financial statement footnotes and in Management's Discussion and Analysis. This condition did not lead to a disagreement. The Company has taken, and continues to take, steps to adopt the recommendation of Ernst & Young to strengthen its financial reporting process and to ensure the Company has sufficient in-house financial reporting resources. Further, the Company has adopted additional procedures which it believes will further strengthen its internal controls by requiring more intensive internal review procedures. The Company has and continues to take the necessary steps to insure the accuracy of all public reporting with proper internal controls. The Company provided to Ernst & Young a copy of the disclosures set forth above. Ernst & Young's letter regarding these disclosures is attached as Exhibit 16.1 to this report. ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE On September 12, 2003, the Company used a portion of the net proceeds from its August 2003 equity sale to reduce indebtedness under its credit facility with Societe Generale and under its subordinated credit agreement with Fortis Capital Corporation. The Company repaid $24,340,000 of the amount outstanding under its credit facility, reducing the outstanding balance under the facility to $138,320,000. The Company also repaid $7,500,000 of its subordinated debt, reducing the outstanding balance under its subordinated credit agreement to $10,000,000. FORWARD-LOOKING STATEMENTS We believe that some statements contained in this report relate to results or developments that we anticipate will or may occur in the future and are not statements of historical fact. Those statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar expressions identify forward-looking statements. We have based these forward-looking statements on assumptions and analyses made in light of our experience and our perception of historical trends, current conditions, and expected future developments. However, you should be aware that these forward-looking statements are only our predictions and we cannot guarantee any such outcomes. Future events and actual results may differ materially from the results set forth in or implied in the forward-looking statements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS EXHIBIT NO. DESCRIPTION 16.1 Letter, dated September 30, 2003, from Ernst & Young LLP to the Securities and Exchange Commission. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE MERIDIAN RESOURCE CORPORATION (Registrant) /s/ Lloyd V. DeLano ------------------------------------ Lloyd V. DeLano Senior Vice President Date: September 30, 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 16.1 Letter, dated September 30, 2003, from Ernst & Young LLP to the Securities and Exchange Commission. EX-16.1 3 h08931exv16w1.txt LETTER FROM ERNST & YOUNG LLP EXHIBIT 16.1 [ERNST & YOUNG LETTERHEAD] September 30, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated September 25, 2003, of The Meridian Resource Corporation and are in agreement with the statements contained in the last sentence of paragraph one, the first sentence of paragraph three, paragraph four, and the first and second sentences of paragraph five on page one therein. We have no basis to agree or disagree with other statements of the registrant contained therein. Regarding the registrant's statement concerning the lack of internal control to prepare financial statements, included in the first sentence of paragraph five on page one therein, we had considered such matter in determining the nature, timing and extent of procedures performed in our audit of the registrant's 2002 financial statements. 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