SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a party other than the registrant [X]
Check the appropriate box:
[_] Preliminary proxy statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Definitive proxy statement RULE 14C-5(D)(2))
[_] Definitive additional materials
[X] Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-12
MESA Inc.
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(Name of Registrant as Specified In Its Charter)
The Washington/Davis Group
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[_] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(4) Date filed:
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Notes:
Contact: Michael Sitrick
Jeffrey Lloyd
Sitrick And Company
310/788-2850
FOR IMMEDIATE RELEASE
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WASHINGTON/DAVIS FILE PROXY MATERIALS FOR SPECIAL MEETING TO REPLACE MESA BOARD;
WILL MONITOR WHETHER BOARD KEEPS PROMISE TO SHAREHOLDERS BEFORE IT SCHEDULES
MEETING
MISSOULA, MT AND LOS ANGELES, CA -- AUGUST 8, 1995 -- In proxy materials
filed with the Securities and Exchange Commission, investors Dennis R.
Washington and Marvin Davis disclosed the names of the individuals they would
nominate at a special meeting of MESA Inc. shareholders to replace members of
the current MESA Board.
Concurrently, Messrs. Washington and Davis said that although they plan to
proceed with all of the steps necessary to call a special meeting and elect a
new Board, they will closely monitor whether MESA's Board keeps its promise to
the company's shareholders -- and explores all opportunities to maximize
shareholder value, without regard to such personal issues as change of control
-- before scheduling the meeting.
"Our goal from the start has been to encourage the Board to explore all
ways to maximize the value of MESA for all of its shareholders," said David
Batchelder, President of Batchelder & Partners, Inc. and a financial advisor to
the Washington/Davis Group. "Time is not our ally. During 1994, the company
incurred interest and general and administrative expenses totaling more than
$173 million. That amounts to $2.70 per share or more than 60 percent of the
$4.25 market price of the company's stock on July 31, 1995."
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"Over the next several weeks and months, we plan to monitor the process
closely. We will also be in contact with other shareholders. If the consensus
is that the Board is not making sufficient progress or they are not objectively
reviewing all alternatives, including change of control transactions, we will
move quickly to call a special meeting. The filing of the materials today is to
ensure we have everything ready and in place to take that action," he said.
"Shareholders have watched the stock drop from more than $65 per share in
1984 to just over $4 per share today," Mr. Batchelder continued. "During that
same period, Boone Pickens was paid cash compensation totaling a staggering sum
of more than $110 million. In 1994 alone, with the company losing $83 million
and facing liquidity problems in 1996, Boone Pickens was awarded compensation
totaling more than $1.9 million, including bonuses of more than $1 million.
"These actions, combined with the recent adoption of a poison pill, cause
us to question the oversight being exercised by the current Board," he said.
"We don't believe MESA's shareholders should have to wait any longer for the
Board to act to maximize shareholder value."
Mr. Batchelder said that should the Washington/Davis Group have to move
forward with its effort to call a special meeting to replace the Board, "We plan
to ask MESA's shareholders to remove all ten incumbent directors currently
serving on the Board and elect in their place eight nominees of the
Washington/Davis Group." He added that after the election, the Nominees
currently intend to increase the size of the Board by two to bring the
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total to ten again, and offer one of the seats to current MESA Chairman and CEO
Boone Pickens.
The Washington/Davis Group's proposed nominees to MESA's Board include:
David Batchelder, 46, President, Secretary and Director of Batchelder &
Partners, Inc. a financial advisory and consulting firm, and a Director of MESA,
Kasler Holding Company, MacFrugal's Bargains Close-outs, Inc. and Allwaste, Inc.
Kasler Holding Company is majority-owned by Dennis R. Washington.
Charles Cox, 50, who from 1990 to 1993, served as Chairman of United
Shareholders Association, a nonprofit organization that advocated shareholder
rights and accountability of corporate officers and directors to shareholders.
Mr. Cox served as Commissioner of the Securities and Exchange Commission from
1983 to 1989. Mr. Cox currently serves as Senior Vice President of Lexecon
Inc., a consulting firm that specializes in the application of economics to a
variety of legal and regulatory issues.
Michael Jensen, 55, The Edsel Bryant Ford Professor of Business Administration
at the Graduate School of Business Administration at Harvard University.
Professor Jensen also serves as a Director of Armstrong World Industries. He
has published extensively on a wide range of corporate, finance and business-
related topics, including shareholder rights, corporate management, corporate
governance and the maximization of corporate value.
Leonard Judd, 56, former President and Chief Operating Officer of Phelps Dodge
Mining Company. Mr. Judd, who currently serves as a consultant to Phelps Dodge
Corporation, also serves on the Boards of Southwest Gas Corporation, Kasler
Holding Company and PriMerit Bank.
Sy Orlofsky, 73, President of Sy Orlofsky Energy Consulting Corp., a company
that acts as a consultant to investors in pipeline projects, power stations,
refineries and chemical plants. Mr. Orlofsky formerly served as President and
Chairman of the Board of Intercon Gas, Inc., a developer and operator of natural
gas pipeline projects.
Dorn Parkinson, 48, President of Washington Corporations, a company primarily
involved in rail transport, mining and ship berthing, and Chairman of the Board
of Kasler Holding Company, a company primarily engaged in heavy construction and
contract mining. He is also a Director of MESA.
Kurt H. Wulff, 55, President and a Director of McDep Associates, an independent
firm furnishing research to investors regarding publicly-traded oil and gas
securities. He is also a Director of National Association of Petroleum
Investment Analysts, an organization of 350 investment analysts that holds
conferences to foster interaction between oil and gas companies and financial
institutions.
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James J. Zehentbauer, 33, an Executive of Batchelder & Partners, Inc. Prior to
joining Batchelder & Partners, he was a certified public accountant with Arthur
Andersen & Co. and is a Director of MacFrugal's Bargains Close-outs, Inc.
"Unlike certain current members of the Board, the Washington/Davis nominees
do not have any financial relationship with the company (other than customary
fees paid to independent Directors), are not eligible to receive salaries,
bonuses or stock options, do not have an financial interests in firms that
provide professional or other services to the company, have not entered into
financial transactions with members of management and have not received fees
from the company for use of personally-owned property," Mr. Batchelder said.
In June, Messrs. Washington and Davis announced that they had formed a
group for the purpose of maximizing shareholder value of MESA Inc.
In a letter to MESA's Board of Directors, Messrs. Washington and Davis, who
together own 9.4 percent of MESA's common stock, said, "As significant
shareholders, we believe that the Board must evaluate all alternatives available
to the company to maximize value for all shareholders...including a possible
sale of the company or merger or other business combination."
Messrs. Davis and Washington continued, "In light of the current financial
distress of the company, we respectfully request that the Board of Directors
promptly form a committee consisting of all of the independent directors, with
independent financial and legal advisors, to explore all alternatives to enhance
the value of the company for shareholders."
Messrs. Washington and Davis said at that time that if the Board does not
promptly form the independent committee, the group intended to seek to call a
special meeting of
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shareholders for the purpose of electing a majority of the board of directors
who would be committed to exploring all alternatives for maximizing shareholder
value. Shareholders aggregating 20 percent of the outstanding shares can call a
special meeting to remove and elect directors.
On July 6, the Board reaffirmed its commitment to restructure the company.
Although the Board decided to expand its review of strategic alternatives to
include a sale or merger of the company, the Board did not make any
determination that the company would be sold or merged or that such a
transaction would be in the best interest of shareholders. The Board also
adopted a poison pill which is designed to prevent stock ownership above 10
percent.
Dennis R. Washington, Marvin Davis and entitles affiliated with Mr. Davis
(the "Davis Entities"), David H. Batchelder, Dorn Parkinson (together, the
"Washington/Davis Group"), the individuals (the "Nominees") to be nominated for
election to the Board of Directors of MESA Inc. ("MESA") by the Washington/Davis
Group and certain officers of Batchelder & Partners, Inc., Joel L. Reed and
Kathy Scott, may be deemed to be participants in the solicitation of written
requests as that term is defined in Rule 14a-11(b) of the Securities Exchange
Act of 1934, as amended. As of July 31, 1995, Mr. Washington beneficially owned
3,500,000 Shares of MESA common stock ("Shares"). As of July 31, 1995, the
Davis Entities beneficially owned 2,500,000 Shares. As of July 31, 1995,
neither of Messrs. Batchelder or Parkinson owned any securities of MESA,
however, Mr. Parkinson's minor son beneficially owned 3,800 Shares. Messrs.
Batchelder and Parkinson currently are Directors of the company. The Nominees
are David H. Batchelder, Charles C.
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Cox, Michael C. Jensen, Leonard Judd, Sy Orlofsky, Dorn Parkinson, Kurt H. Wulff
and James J. Zehentbauer. As of July 31, 1995, Mr. Jensen beneficially owned
1,500 Shares. Except as set forth herein, none of the persons who may be deemed
to be participants in the solicitation of written requests has any interest,
direct or indirect, by security holdings or otherwise, in connection with such
solicitation.
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