SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A ========== FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MESA INC. ========= (Exact name of registrant as specified in its charter) Texas 75-2394500 ----- ---------- (State of incorporation or organization) (I.R.S. Employer I.D. No.) 1400 Williams Square West 5205 North O'Connor Boulevard Irving, Texas 75039 ----------------------------- ----- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Rights to Purchase Preferred Stock New York Stock Exchange, Inc. If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None ---- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. On July 20, 1995, the Board of Directors of MESA Inc. (the "Company") amended the Rights Agreement dated as of July 6, 1995 (as amended, the "Rights Agreement") between the Company and American Stock Transfer and Trust Company, as Rights Agent. The amendment amended the definition of the term "Permitted Offer" to reduce the percentage of the outstanding shares of Common Stock that the bidder together with its Affiliates and Associates (each as defined) must beneficially own immediately upon completion of such offer for it to be considered a Permitted Offer from 75% to 51%, and to clarify that the conditions to a Permitted Offer must be satisfied both at and after the commencement thereof. A copy of Amendment No. 1 to the Rights Agreement has been filed with the Securities and Exchange Commission as an exhibit to this Amendment to Registration Statement on Form 8-A. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement (as amended), which is incorporated herein by reference. Item 2. Exhibits. 2. Amendment No. 1 to Rights Agreement dated as of July 20, 1995 between MESA Inc. and American Stock Transfer and Trust Company, as Rights Agent. SIGNATURE --------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MESA INC. Date: August 1, 1995 By: /s/ Stephen K. Gardner ---------------------------------- Stephen K. Gardner Vice President and Chief Financial Officer