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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) N.A.
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MESA INC.
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(Exact name of registrant as specified in its charter)
1-10874
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Commission File Number
Texas 75-2394500
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2600 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
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(Address of Principal (Zip Code)
Executive Offices)
(214) 969-2200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address if changed since last report)
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Item 5. Other Events
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On January 5, 1994, MESA Inc. (the "Company") effected a series of
merger transactions which resulted in the conversion of each of its
subsidiary partnerships, other than Hugoton Capital Limited Partnership
("HCLP"), to corporate form. Pursuant to these mergers, Mesa Operating
Limited Partnership ("MOLP") was merged into Mesa Operating Co.; Mesa
Midcontinent Limited Partnership was merged into Mesa Midcontinent Co.; Mesa
Holding Limited Partnership was merged into Mesa Holding Co.; and Mesa
Environmental Ventures Limited Partnership was merged into Mesa
Environmental Ventures Co. HCLP remains a limited partnership as required
by the indenture governing its outstanding secured notes. The limited
partners of HCLP are Mesa Operating Co. and Mesa Midcontinent Co., and the
general partner is another wholly owned subsidiary of the Company.
Pursuant to the mergers, all of the general partnership interests in
the Company's subsidiary partnerships held directly or indirectly by Boone
Pickens were converted into the number of shares of common stock of the
Company contemplated by the Conversion Agreement dated December 31, 1991,
between the Company and Mr. Pickens. The Conversion Agreement was entered
into at the time of the conversion of Mesa Limited Partnership ("MLP"), the
predecessor of the Company, into corporate form, as approved by the
unitholders of such partnership on December 12, 1991. In addition, on
December 31, 1993, Mr. Pickens exercised his right under the Conversion
Agreement to convert approximately one-fourth of his general partner
interests into common stock. As a result of such exercise and the mergers,
the approximately 3.5% equity interest in the Company's subsidiary
partnerships held by Mr. Pickens prior to December 31, 1993 has been
converted into approximately 3.5% of the Company's outstanding common stock.
The mergers were implemented in order to further simplify the Company's
capital and organizational structure, following the December 1991 conversion
of MLP to corporate form. In evaluating alternative ways of structuring the
December 1991 conversion, MLP had determined that maintaining the existence
of MOLP as a partnership, and of the general partner interest therein, would
provide maximum assurance that the conversion would not constitute a "Change
of Control" event under an indenture governing $300 million principal amount
of subordinated notes of MLP and MOLP. The "Change of Control" provision
was eliminated from the indenture as part of the debt exchange offer
concluded by the Company in August 1993.
SIGNATURES
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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, thereunto duly authorized.
MESA INC.
(Registrant)
By: /s/ William D. Ballew
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William D. Ballew
Controller
Date: January 11, 1994
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