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): July 6, 1995
MESA INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10874 75-2394500
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1400 Williams Square West
5205 North O'Connor Boulevard
Irving, Texas 75039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 214/444-9001
Item 5. Other Events
On July 6, 1995, the Board of Directors of MESA Inc. (the "Company")
declared a dividend of one right to purchase preferred stock ("Right") for each
outstanding share of the Company's Common Stock, par value $.01 per share
("Common Stock"), to stockholders of record at the close of business on July 17,
1995. Each Right entitles the registered holder to purchase from the Company a
unit consisting of one one-hundredth of a share (a "Fractional Share") of Series
A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred
Stock"), at a purchase price of $15 per Fractional Share, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set forth
in a Rights Agreement dated as of July 6, 1995 as it may from time to time be
supplemented or amended (the "Rights Agreement") between the Company and
American Stock Transfer and Trust Company, as Rights Agent.
Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur upon the
earlier of (i) ten days following a public announcement that a person or group
of affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 10% or more of the
outstanding shares of Common Stock (the date of the announcement being the
"Stock Acquisition Date"), or (ii) ten business days following the commencement
of a tender offer or exchange offer that would result in a person's becoming an
Acquiring Person. In certain circumstances, the Distribution Date may be
deferred by the Board of Directors. Certain inadvertent acquisitions will not
result in a person's becoming an Acquiring Person if the person promptly divests
itself of sufficient Common Stock. If, at the time of the adoption of the
Rights Agreement, any person or group of affiliated or associated persons is the
beneficial owner of 10% or more of the shares of Common Stock then outstanding,
such person shall not become an Acquiring Person unless and until such time as
(i) such person or group shall purchase or otherwise become the beneficial owner
of more than 100,000 additional shares (less any shares referred to in clause
(ii)) of Common Stock or (ii) any other person or persons who is or are the
beneficial owner of an aggregate of more than 100,000 shares of Common Stock
(less any shares referred to in clause (i)) shall become affiliated or
associated with such person and as a result of either clause (i) or (ii), such
person or group is the beneficial owner of 10% or more of the shares of Common
Stock then outstanding.
Until the Distribution Date, (a) the Rights will be evidenced by the
Common Stock certificates (together with a copy of this Summary of Rights or
bearing the notation referred to below) and will be transferred with and only
with such Common Stock certificates, (b) new Common Stock certificates issued
after July 17, 1995 will contain a notation incorporating the Rights Agreement
by reference and (c) the surrender for transfer of any certificate for Common
Stock (with or without a copy of this Summary of Rights) will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
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The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 31, 1996, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date in connection with
certain employee benefit plans or upon conversion of certain securities will be
issued with Rights. Except as otherwise determined by the Board of Directors,
no other shares of Common Stock issued after the Distribution Date will be
issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person except pursuant to a Permitted Offer (as hereinafter defined), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement), equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following the occurrence of any Flip-
In Event, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by or transferred to any Acquiring
Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement. However, Rights are not
exercisable following the occurrence of any Flip-In Event until such time as the
Rights are no longer redeemable by the Company as set forth below.
The term "Permitted Offer" means a tender offer or an exchange offer
commenced on or after September 30, 1995 by a bidder for all outstanding shares
of Common Stock (i) that remains open for at least 50 business days; (ii)
pursuant to which the bidder together with its Affiliates and Associates becomes
the beneficial owner of 75% of the outstanding shares of Common Stock
immediately upon completion of such offer; (iii) if and to the extent the
consideration offered is cash, states that the bidder has obtained written
financing commitments from recognized financing sources, and/or has on hand cash
or cash equivalents, for the full amount of all financing necessary to
consummate such tender offer and pay all related fees and expenses; (iv) if all
or part of the consideration offered is securities, offers a security that is to
be issued by an entity that has a consolidated net worth at least equal to that
of the Company and its consolidated subsidiaries as of June 30, 1995; and (v)
states that as promptly as practicable following the completion of such offer,
the bidder will propose and seek to consummate a merger of the Company with the
bidder (or a subsidiary thereof) in which each share of Common Stock not then
owned by the bidder will be converted into the same form and amount of
consideration per share as that paid in such offer. In order to satisfy the
requirements of clause (i) of this definition, if the nature or amount of the
consideration offered in such offer is changed after the offer is commenced, the
offer must remain open for at least 50 business days from the date of such
change; provided that the requirement of this sentence shall not apply (a) if
the consideration is increased after the offer is
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commenced to an amount that equals or exceeds in value the consideration offered
in any other tender offer or exchange offer for shares of Common Stock that is
open at the time such increase is made and (b) such consideration is not
thereafter reduced.
For example, at an exercise price of $15 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $30
worth of Common Stock (or other consideration, as noted above), based upon its
then Current Market Price, for $15. Assuming that the Common Stock had a
Current Market Price of $5 per share at such time, the holder of each valid
Right would be entitled to purchase 6 shares of Common Stock for $15.
In the event (a "Flip-Over Event") that, at any time from and after
the time an Acquiring Person becomes such, (i) the Company is acquired in a
merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a Current Market Price equal to two times the exercise price of
the Right. Flip-In Events and Flip-Over Events are collectively referred to as
"Triggering Events."
The Purchase Price payable, and the number of Fractional Shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock
are granted certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of the Preferred
Stock, or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock that are not integral multiples
of a Fractional Share are required to be issued and, in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock will be issued.
At any time until ten days following the first date of public
announcement of the occurrence of a Flip-In Event, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, payable, at the
option of the Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors may determine. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of
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the Continuing Directors. Immediately upon the effectiveness of the action of
the Board of Directors ordering redemption of the Rights, with, where required,
the concurrence of the Continuing Directors, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 redemption
price.
The term "Continuing Director" means any member of the Board of
Directors of the Company, while such Person is a member of the Board of
Directors of the Company, who is not an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, or a nominee or representative of an Acquiring
Person or of any such Affiliate or Associate, if (i) such Person was a member of
the Board of Directors of the Company prior to the time a Person becomes an
Acquiring Person or (ii) such Person's nomination for election or election to
the Board of Directors of the Company is recommended or approved by a majority
of the then Continuing Directors.
At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding, the Company (with the concurrence of a majority of the
Continuing Directors) may exchange the Rights (other than Rights owned by an
Acquiring Person or an affiliate or an associate of an Acquiring Person, which
will have become void), in whole or in part, at an exchange ratio of one share
of Common Stock, and/or other equity securities deemed to have the same value as
one share of Common Stock, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.
Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company (in certain
circumstances, with the concurrence of the Continuing Directors) as long as the
Rights are redeemable. Thereafter, the provisions of the Rights Agreement may
be amended by the Board of Directors (in certain circumstances, with the
concurrence of the Continuing Directors) in order to cure any ambiguity, defect
or inconsistency, to make changes that do not materially adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to lengthen the time period governing
redemption shall be made at such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company and
the Rights Agent. This summary
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description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to this Report on Form 8-K. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
The Rights will cause substantial dilution to any person or group that
attempts to acquire the Company without the approval of the Company's Board of
Directors, unless such acquisition is pursuant to a Permitted Offer. As a
result, the overall effect of the Rights may be to render more difficult or
discourage certain attempts to acquire the Company. Because the Company's Board
of Directors (in some cases, with the concurrence of the Continuing Directors)
can redeem the Rights, the Rights should not interfere with a merger or other
business combination approved by the Board of Directors of the Company.
The information set forth in the Company's press release dated July 6,
1995, included herewith as Exhibit 2, is incorporated by reference to this
Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4. Rights Agreement dated as of July 6, 1995 between MESA Inc.
and American Stock Transfer and Trust Company, as Rights
Agent, which includes as Exhibit A the form of Certificate of
Designations of Series A Junior Participating Preferred Stock
setting forth the terms of the Preferred Stock, as Exhibit B
the form of Rights Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Stock. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after
the Distribution Date (as defined in the Rights Agreement).
99. Press release issued by the Company dated July 6, 1995.
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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.
MESA INC.
Date: July 6, 1995 By: /s/ STEPHEN K. GARDNER
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Stephen K. Gardner
Vice President and Chief Financial Officer
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