-----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, Hn9YTSd5izIyTJCUwyEUDui+F+6EVfWcAUuOuOxrbYTRWEqbmtNpxbPRINTFClBL PNQR6An2aYe5HVw5RvJUnA== 0000950129-05-006486.txt : 20050624 0000950129-05-006486.hdr.sgml : 20050624 20050624163838 ACCESSION NUMBER: 0000950129-05-006486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050624 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050624 DATE AS OF CHANGE: 20050624 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: 05915480 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 h26493e8vk.txt THE MERIDIAN RESOURCE CORPORATION 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): JUNE 24, 2005 THE MERIDIAN RESOURCE CORPORATION (Exact Name of Registrant as Specified in Charter) TEXAS 1-10671 76-0319553 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. On June 24, 2005, The Meridian Resource Corporation sent a notice to its directors and officers pursuant to Rule 104 of Regulation BTR with respect to a covered blackout period under The Meridian Resource Corporation 401(k) Plan. The blackout period is expected to commence at 2:00 p.m. on July 25, 2005 and is scheduled to conclude on August 17, 2005. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Notice, dated June 24, 2005, to directors and executive officers regarding The Meridian Resource Corporation 401(k) Plan. SIGNATURE 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. THE MERIDIAN RESOURCE CORPORATION (Registrant) By: /s/ Lloyd V. DeLano ------------------------------------------------- Lloyd V. DeLano Senior Vice President and Chief Accounting Officer Date: June 24, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Notice, dated June 24, 2005, to directors and executive officers regarding The Meridian Resource Corporation 401(k) Plan. EX-99.1 2 h26493exv99w1.txt NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS Exhibit 99.1 IMPORTANT NOTICE REGARDING THE MERIDIAN RESOURCE CORPORATION 401(k) PLAN BLACKOUT PERIOD AND YOUR RIGHTS TO TRADE THE MERIDIAN RESOURCE CORPORATION COMMON STOCK DURING THE BLACKOUT PERIOD To: The Meridian Resource Corporation Directors and Executive Officers From: Lloyd DeLano Date: June 24, 2005 The purpose of this notice is to inform you that The Meridian Resource Corporation 401(k) Plan (the "Plan") will be entering a blackout period on Monday, July 25, 2005, at approximately 2:00 p.m., Central Daylight Savings Time, due to a trustee and recordkeeper conversion from Sterling Trust Company to Retirement Services, Inc. During the blackout period, participants in the Plan will not be able to direct or diversify investments in their individual accounts or obtain a distribution. This includes participants' investments in The Meridian Resource Corporation Common Stock through a brokerage account under the Plan. The Securities and Exchange Commission ("SEC") has implemented rules under the Sarbanes-Oxley Act of 2002 (P.L. 107-204) which apply to 401(k) plan blackout periods. Because you are a director or executive officer of The Meridian Resource Corporation (the "Company"), please be aware that the blackout period for the Plan has a direct impact on your ability to trade the Company's Common Stock. A copy of the blackout notice provided to the affected participants of the Plan is attached to this notice. The SEC rules provide prohibitions on: o an acquisition of issuer equity securities by a director or executive officer during a blackout period if the acquisition is in connection with his or her service or employment as a director or executive officer; and o a disposition of issuer equity securities by a director or executive officer during a blackout period if the disposition involves issuer equity securities acquired in connection with his or her service or employment as a director or executive officer. Equity securities acquired in connection with the individual's service as a director or officer are subject to the restriction, including securities acquired before the Sarbanes-Oxley Act was passed or before the Company went public. You should note that there is a presumption that any securities sold during a blackout period are not exempt from the rule (that is, the individual corporate insider bears the burden of proving that the securities were not "acquired in connection with service or employment"). The SEC rules exempt certain transactions from the trading restriction. Some of these exemptions are as follows: o regularly scheduled purchases or sales of employer securities pursuant to an automatic election, which satisfy SEC Rule 10b5-1; o purchases or sales of company stock, other than in a discretionary transaction, under an employee stock purchase plan or a qualified 401(k) retirement plan in the normal course of on-going employee deferrals; o increases or decreases in equity holdings resulting from a stock split, stock dividend or pro rata rights distribution; o grant of an option or other equity compensation under certain plans; and o acquisition or disposition of equity securities involving a bona fide gift. KEY DATES: 401(k) Blackout Begins: Monday, July 25, 2005 401(k) Blackout Expected to End: Wednesday, August 17, 2005 During the period from July 25, 2005, through August 17, 2005, you should contact Liz Hensley or Rachel Martinez at (281) 597-7000 to determine whether the blackout period has ended. Violations of the insider trading prohibition will allow an issuer or a security holder acting on behalf of an issuer to bring an action to recover the profits realized by the director or executive officer. In addition, the SEC may bring an action, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Exchange Act, including, in some cases, criminal penalties. Please be aware that on June 24, 2005, a notice will be mailed to all current and former participants in the Plan to inform them of the blackout period. This meets the 30-day Sarbanes-Oxley advance notice requirement for all plan participants. While we anticipate a smooth transition, you will be notified in the unlikely event that an extension of the blackout period is needed. If you have any questions concerning this notice, you should contact Liz Hensley or Rachel Martinez at (281) 597-7000. -----END PRIVACY-ENHANCED MESSAGE-----