1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1994
REGISTRATION STATEMENT NO. 033-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
MESA INC.
MESA OPERATING CO.
(Exact name of registrants as specified in their charters)
TEXAS 75-2394500
DELAWARE 75-2516853
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 ROSS AVENUE, SUITE 2600 WILLIAM D. BALLEW
DALLAS, TEXAS 75201 301 SOUTH POLK
(214) 969-2200 AMARILLO, TEXAS 79101
(Address, including zip code, and (806) 378-1000
telephone number, including area code, of (Name, address, including zip code,
registrant's principal executive offices) and telephone number, including area
code, of agent for service)
Copy to:
---------------------
STEPHEN A. MASSAD
BAKER & BOTTS, L.L.P.
ONE SHELL PLAZA, 910 LOUISIANA
HOUSTON, TEXAS 77002
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Debt Securities(3)................ (5) 100% (5) $103,448
- ----------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share(4)............... (2) (2) (2) N/A
- ----------------------------------------------------------------------------------------------------------
Total................... $300,000,000(5) 100% $300,000,000(5) $103,448
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(o) solely for the purpose of calculating the
amount of the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II.D.
(3) Subject to note (5) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities. If any Debt Securities
are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed $300,000,000, less the dollar amount of
any securities previously issued hereunder.
(4) Subject to note (5) below, there are being registered hereunder an
indeterminate number of shares of Common Stock as shall be issuable upon
conversion or redemption of Debt Securities registered hereby.
(5) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$300,000,000. Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION DATED MARCH , 1994
PROSPECTUS
$300,000,000
{MESA LOGO}
DEBT SECURITIES
---------------------
MESA Inc. (the "Company") and Mesa Operating Co. ("MOC" and, together with
the Company, the "Issuers") may offer from time to time unsecured debt
securities (the "Securities") consisting of debentures, notes or other evidences
of indebtedness in one or more series at an aggregate initial offering price not
to exceed $300,000,000. The Securities may be offered as separate series in
amounts, at prices and on terms to be determined at the time of sale. The
specific designation, any exchangeability, conversion, redemption, prepayment or
sinking fund provisions, aggregate principal amount, rate (or method of
calculation) and time of payment of interest, if any, authorized denominations,
maturity, ranking, any redemption terms, any listing on a securities exchange,
the initial public offering price and other specific terms in connection with
the offering and sale of the Securities in respect of which this Prospectus is
being delivered will be set forth in an applicable Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The Securities will be sold either through underwriters, dealers or agents,
or directly by the Issuers. The applicable Prospectus Supplement will set forth
the names of any underwriters or agents involved in the sale of the Securities
in respect of which this Prospectus is being delivered, the proposed amounts, if
any, to be purchased by underwriters and the compensation, if any, of such
underwriters or agents.
This Prospectus may not be used to consummate sales of the Securities
unless accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS , 1994.
3
AVAILABLE INFORMATION
The Issuers have filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities Act") with respect
to the Securities offered by this Prospectus. This Prospectus constitutes a part
of the Registration Statement and does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted from
this Prospectus as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus regarding the contents of any contract,
agreement or other document are not necessarily complete. With respect to each
contract, agreement or other document filed with the Commission as an exhibit to
the Registration Statement, reference is made to the exhibit for further
information regarding the contents thereof, and each such statement is qualified
in its entirety by such reference. For further information regarding the Issuers
and the Securities offered hereby, reference is made to the Registration
Statement, including the exhibits and schedules thereto.
The Registration Statement, including the exhibits and schedules thereto,
are available for inspection at, and copies of such materials may be obtained at
prescribed rates from, the public reference facilities maintained by the
Commission at its principal offices located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and Seven World Trade Center, 13th Floor, New York, New York 10048.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance with the Exchange
Act files reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be inspected and copied
at the principal and regional offices of the Commission set forth above. Such
reports, proxy statements and other information concerning the Company can also
be inspected at the office of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, the exchange on which the Company's Common Stock, the 12%
Subordinated Notes due August 1, 1996, issued by the Company, Mesa Operating Co.
("MOC") and Mesa Capital Corporation ("Capital") and the 13 1/2% Subordinated
Notes due May 1, 1999, issued by the Company, MOC and Capital, are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Prospectus, and subject in each case to
information contained in this Prospectus, are the following documents filed by
the Company with the Commission pursuant to the Exchange Act: (1) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (2) the
Company's Current Reports on Form 8-K dated January 11, 1994 and January 12,
1994; and (3) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 1-10874), dated September
27, 1991.
Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part of this Prospectus from the date of filing
of such document. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements as modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any and all of the documents incorporated by
reference herein (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Such request should
be directed to Investor Relations, MESA Inc., 2001 Ross Avenue, Suite 2600,
Dallas, Texas 75201 (telephone (214) 969-2200).
2
4
THE ISSUERS
The Company is a holding company and conducts its operations through its
subsidiaries. The Company's direct corporate subsidiaries are MOC and Mesa
Holding Co. ("MHC"), and its other significant subsidiaries, owned indirectly,
are Hugoton Capital Limited Partnership and Mesa Environmental Ventures Co.. The
Issuers maintain their principal executive offices at 2001 Ross Avenue, Suite
2600, Dallas, Texas 75201, where their telephone number is (214) 969-2200.
Unless the context otherwise requires, the Term "Mesa" means the Company and its
subsidiaries taken as a whole and includes the Company's predecessors.
Mesa is one of the largest independent oil and gas companies in the United
States and considers itself one of the most efficient operators of domestic
natural gas properties.
USE OF PROCEEDS
The Issuers intend to apply the net proceeds from the sale of the
Securities to retire outstanding indebtedness. The specific indebtedness to be
retired will be described in a Prospectus Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings to fixed
charges and the fixed charges in excess of earnings for the Company for the
indicated periods.
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1993 1992 1991 1990 1989
-------- ------- ------- -------- -------
Fixed charges in excess of
earnings(a).................. $106,766 $93,086 $82,582 $208,925 $49,755
- ---------------
(a) For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of net income (loss) after depreciation, depletion and
amortization, but before fixed charges, income taxes, minority interest and
the loss of an investment accounted for under the equity method. Fixed
charges consist of interest expense. Earnings were not adequate to cover
fixed charges in the indicated periods.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain provisions of the Securities
to which any Prospectus Supplement may relate. The particular terms of the
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Securities so offered will be described
in the Prospectus Supplement relating to such Securities. The Securities
constitute either Senior Debt Securities or Subordinated Debt Securities. The
Senior Debt Securities are to be issued under a Senior Indenture dated as of
, 1994 (the "Senior Indenture") among the Issuers and
, as trustee, to be entered into prior to the issuance of any
Senior Debt Securities. The Subordinated Debt Securities are to be issued under
a Subordinated Indenture dated as of , 1994 (the "Subordinated
Indenture") among the Issuers and , as trustee, to be entered
into prior to the issuance of any Subordinated Debt Securities. Each of the
Senior Indenture and the Subordinated Indenture is referenced herein as an
"Indenture" and both of such indentures are referenced herein collectively as
the "Indentures." A form of each of the Indentures is filed as an exhibit to the
Registration Statement.
The terms of the Securities include those stated in the applicable
Indentures and those made part of such Indentures by reference to the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Securities
are subject to all such terms, and prospective purchasers are referred to the
applicable Indentures and the Trust Indenture Act for a statement of those
terms. The following summaries of certain provisions of each of the Indentures
do not purport to be complete, and are subject to and are qualified in their
entirety by reference to all of the provisions of the respective Indenture,
including the definitions of certain terms used therein. Wherever particular
sections or defined terms of the Indentures are referenced, it is intended that
3
5
therein. Wherever particular sections or defined terms of the Indentures are
referenced, it is intended that such sections or defined terms shall be
incorporated herein by reference in their entirety. Unless otherwise noted,
such references to particular sections or defined terms refer to such sections
or defined terms in each of the Indentures. Capitalized terms used but not
defined in this section captioned "Description of Securities" shall have
the respective meanings given to them in the Indentures. Further terms of the
Securities in respect of which this Prospectus is being delivered will be set
forth in the applicable Prospectus Supplement.
RANKING OF THE SECURITIES
The Senior Debt Securities will rank pari passu with all other debt of the
Issuers that is unsecured and unsubordinated. The Subordinated Debt Securities
will rank junior to all Senior Debt of the Issuers that may be outstanding from
time to time. The definition of the term "Senior Debt" will be set forth in a
Prospectus Supplement.
GENERAL PROVISIONS APPLICABLE TO BOTH OF THE INDENTURES
Securities consisting of unsecured debentures, notes and other evidences of
indebtedness may be issued from time to time in series under each of the
Indentures. (Section 2.01) The Indentures do not limit the aggregate principal
amount of Securities or of any particular series of Securities that may be
issued thereunder nor do they restrict transactions between the Issuers and
their Affiliates, the payment of dividends by the Issuers, or the transfer of
assets by the Issuers to any subsidiaries of the Company.
Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the Securities being offered hereby:
(i) the title of such Securities; (ii) any limit on the aggregate principal
amount of such Securities; (iii) the date or dates (or manner of determining the
same) on which such Securities will mature; (iv) the rate or rates (or manner of
determining the same) at which such Securities will bear interest, if any, and
the date or dates from which such interest will accrue; (v) the dates (or manner
of determining the same) on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates; (vi) the place or places where the
principal of and premium, if any, and interest, if any, on such Securities will
be payable; (vii) the obligation of the Issuers, if any, to redeem or purchase
Securities pursuant to any mandatory or optional sinking fund or analogous
provisions; (viii) the date, if any, after which, and the price or prices at
which, such Securities are payable pursuant to any optional or mandatory
redemption provisions; (ix) the denominations in which such Securities will be
issuable, if other than denominations of $1,000 and any integral multiple
thereof; (x) whether such Securities are to be issued as discounted Securities;
(xi) any "Events of Default" with respect to such Securities in addition to
those described herein; (xii) whether such Securities are to be issued, in whole
or in part, in the form of one or more global securities ("Global Securities")
and, if so, the identity of the depositary, if any, for such Global Securities;
(xiii) the identity of any trustee, authenticating agent, paying agent or
registrar with respect to such Securities, if other than the Trustee under such
Indenture; (xiv) the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of such series may be
converted into other securities of an Issuer; and (xv) any other specific terms
of such Securities.
Pursuant to each Indenture, and unless otherwise indicated in the
applicable Prospectus Supplement, principal of and premium, if any, and
interest, if any, on the Securities issued pursuant to such Indenture will be
payable, and the transfer of such Securities will be registrable, at the office
or agency of the Trustee under such Indenture in New York City, except that, at
the option of the Issuers, interest may be paid by mailing a check on or before
the due date to the person entitled thereto as it appears on the Security
Register for such Securities. (Section 2.03) No service charge will be made to
any Holder for any transfer or exchange of Securities, except that the Issuers
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. (Section 2.06)
Some or all of the Securities may be issued as discounted Securities
(bearing no interest or bearing interest at a rate that at the time of issuance
is below market rates) to be sold at a substantial discount below their stated
principal amount. (Section 2.01) Federal income tax consequences and other
special considerations applicable to any such discounted Securities will be
described in the applicable Prospectus Supplement.
4
6
Unless otherwise stated in the applicable Prospectus Supplement, there are
no covenants or provisions contained in the Indentures that may afford Holders
of Securities protection in the event of a change of control of the Company or a
restructuring or other highly leveraged transactions involving the Issuers.
Global Securities
The Securities of a series may be issued, in whole or in part, in the form
of one or more Global Securities that will be deposited with or on behalf of a
depositary (a "Depositary") identified in the Prospectus Supplement relating to
such series. (Sections 1.01 and 2.01)
Book-Entry Securities
Unless otherwise indicated in the applicable Prospectus Supplement,
Securities that are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of a Global
Security in registered form, the Depositary for such Global Security will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Securities represented by such Global Security to the
accounts of institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Securities or by the Issuers, if such Securities
are offered and sold directly by the Issuers. Ownership of beneficial interests
in such Global Securities will be limited to participants or persons that may
hold interests through participants. Ownership of beneficial interests by
participants in such Global Securities will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Depositary or its nominee for such Global Security. Ownership of beneficial
interests in Global Securities by persons that hold through participants will be
shown on, and the transfer of such ownership interests within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security in registered form, or its
nominee, is the registered owner of such Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Securities represented by such Global Security for all purposes under the
Indenture governing such Securities. Except as set forth below, owners of
beneficial interests in such Global Securities will not be entitled to have
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the applicable Indenture.
Payment of principal of and premium, if any, and interest, if any, on
Securities registered in the name of or held by a Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the registered
owner or holder of the Global Security representing such Securities. None of the
Issuers or the Trustee, the Paying Agent or the Registrar for such Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global
Security for such Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Issuers expect that the Depositary for Securities of a particular
series, upon receipt of any payment of principal of and premium, if any, and
interest, if any, on a Global Security, will immediately credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary. The Issuers also expect that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants. However, the Issuers have no control over
the practices of the Depositary or the participants and there can be no
assurance that these practices will not be changed.
5
7
A Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor. If a Depositary for Securities of a
particular series is at any time unwilling or unable to continue as Depositary
and a successor Depositary is not appointed by the Issuers within 90 days, the
Issuers will issue Securities in definitive registered form in exchange for the
Global Security or Securities representing such Securities. In addition, the
Issuers may at any time and in their sole discretion determine not to have any
Securities represented by one or more Global Securities and, in such event, will
issue Securities in definitive form in exchange for the Global Securities
representing such Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
definitive form of Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such
Securities registered in its name. (Section 2.10)
Restrictions on Mergers, Consolidations and Transfers of Assets
Each of the Indentures provides that each of the Issuers thereunder will
not consolidate or merge into or sell, assign, transfer or lease all or
substantially all of its assets to another person unless (i) the person is a
corporation organized under the laws of the United States of America or any
state thereof, (ii) the person assumes by supplemental indenture all the
obligations of such Issuer relating to such Indenture and the Securities issued
thereunder and (iii) immediately after the transaction no Default exists. Upon
any such consolidation, merger, sale, assignment or transfer, the successor
corporation will be substituted for such Issuer under such Indenture and such
Issuer may thereafter liquidate and dissolve. The successor corporation may then
exercise every power and right of such Issuer under such Indenture, and such
Issuer will be released from all of its liabilities and obligations in respect
of such Securities and such Indenture. Each Indenture also provides that in the
event an Issuer leases all or substantially all of its assets, the lessee
corporation will be the successor to such Issuer and may exercise every power
and right of such Issuer under such Indenture, but such Issuer will not be
released from its obligations to pay the principal of and premium, if any, and
interest, if any, on the Securities issued under such Indenture. (Section 5.01)
Amendments of the Indentures
Amendments of each of the Indentures or the Securities of any series issued
thereunder may be made by the Issuers and the Trustee thereunder without the
consent of the Holders of such Securities (i) to cure any ambiguity, defect or
inconsistency or to make such provisions with respect to matters or questions
arising under such Indenture as may be necessary or desirable and not
inconsistent with such Indenture or with any indenture supplemental thereto or
any Board Resolution establishing any series of such Securities, provided that
such amendment does not adversely affect the rights of the Holders thereof, (ii)
to comply with the merger or sale of assets provision in such Indenture, (iii)
to add additional covenants to such Indenture, (iv) to establish the form or
terms of Securities of any additional series to be issued thereunder, (v) to
provide for the acceptance of appointment of a successor Trustee under such
Indenture or (vi) to provide for the exchange of Global Securities for
Securities issued in definitive form and to make all appropriate changes for
such purpose. (Section 9.01)
Each of the Indentures provides that amendments of such Indenture affecting
the Securities of any series issued under such Indenture or amendments of the
Securities of such series issued under such Indenture may be made by the Issuers
and the Trustee under such Indenture with the consent of the Holders of a
majority in aggregate principal amount of the Securities of such series;
provided that, without the consent of each Holder affected, no such amendment
shall be made that will (i) reduce the percentage in principal amount of the
Securities issued under such Indenture whose Holders must consent to an
amendment, (ii) reduce the rate of or change the time for payment of interest on
any Security issued under such Indenture, (iii) reduce the principal of, change
the Stated Maturity of, reduce the amount payable on redemption of or alter the
requirements with respect to the mandatory redemption, if any, of any Security
issued under such Indenture, (iv) make any such Security payable in money other
than that stated in such Security, (v) make any change in the provisions of such
Indenture with respect to waiver of existing Defaults, rights of Holders to
receive
6
8
payment and to bring suit for the enforcement of such rights, or the requirement
of obtaining the written consent of each affected Holder to certain amendments
of such Indenture or any Security issued thereunder or (vi) in the case of the
Subordinated Indenture, modify the subordination provisions thereof in a manner
adverse to the Holders. (Section 9.02)
Events of Default
Each of the Indentures defines an "Event of Default" with respect to any
series of Securities issued under such Indenture to include: (i) failure for 30
days to pay any interest when due on any Security of such series, (ii) failure
to pay the principal or premium, if any, of any Security of such series when
due, (iii) failure for 30 days after receipt of notice to perform any other
agreement of the Issuers with respect to Securities of such series or such
Indenture for the benefit of Securities of such series, (iv) a default under any
bond, indenture, note or other evidence of indebtedness for money borrowed by an
Issuer or a Material Subsidiary or under any mortgage, indenture or instrument
under which there may be issued, or by which there may be secured or evidenced,
any such indebtedness with a principal amount then outstanding in excess of
$10,000,000, which default shall result in the acceleration of such
indebtedness, (v) certain events of bankruptcy, insolvency or reorganization of
an Issuer or a Material Subsidiary and (vi) any other event established as an
event of default in accordance with such Indenture with respect to Securities of
such series. (Section 6.01)
The term "Material Subsidiary" is defined under each of the Indentures to
mean any consolidated subsidiary of the Company (whether a corporation or a
partnership or other entity not organized as a corporation) if such consolidated
subsidiary would be deemed as of the date of determination a "significant
subsidiary" under the rules of the Securities and Exchange Commission. (Section
1.01)
Each of the Indentures provides that the Trustee thereunder will, within 90
days after the occurrence of a Default in respect of any series of Securities
issued under such Indenture, give to the Holders of the Securities of such
series notice of all uncured and unwaived Defaults known to it; provided,
however, that, except in the case of a Default in the payment of the principal
of or any interest on any of the Securities of such series, such Trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the Holders of the Securities of such series.
(Section 7.05)
If an Event of Default shall occur and be continuing with respect to any
series of Securities, the Trustee under the Indenture governing such Securities
may proceed to protect and enforce its rights and those of the Holders of
Securities of such series. (Section 6.03) If any Event of Default shall occur
and be continuing with respect to any series of Securities, either the Trustee
under the Indenture governing such Securities or the Holders of at least 25% in
principal amount of the Securities of such series may declare the principal of
and accrued interest on all the Securities of such series to be due and payable.
The Holders of a majority in principal amount of the Securities of such series
may rescind an acceleration and its consequences, but only if all existing
Events of Default with respect to the Securities of such series have been cured
or waived, except nonpayment of principal or interest that has become due solely
because of the acceleration. (Section 6.02) The Holders of a majority in
principal amount outstanding of the Securities of such series may direct the
Trustee under the Indenture governing such Securities as to the time, method and
place of pursuing any remedy available to it or exercising any trust or power
conferred on it with respect to the Securities of such series and may waive any
existing Default with respect to the Securities of such series, except a Default
in the payment of principal of or interest on any Security of such series.
(Sections 6.04 and 6.05)
Each of the Indentures requires the Issuers to furnish to the Trustee under
such Indenture annually a statement as to the absence of any Default. (Section
4.03)
Defeasance of the Indentures and Securities
Each of the Indentures provides that the Issuers may at any time satisfy
their obligations with respect to payments of principal of and premium, if any,
and interest, if any, on the Securities of any series issued under such
Indenture by irrevocably depositing in trust with the Trustee under such
Indenture money or U.S. Government Obligations or a combination thereof
sufficient to make such payments when due without reinvestment thereof. If such
a deposit is sufficient to make all payments of (i) interest, if any, on the
7
9
Securities of such series prior to and on their redemption or maturity, as the
case may be, and (ii) principal of and premium, if any, on the Securities of
such series when due upon redemption or at Stated Maturity, as the case may be,
then all the obligations of the Issuers with respect to the Securities of such
series and such Indenture insofar as it relates to the Securities of such series
will be satisfied and discharged (except as otherwise provided in such
Indenture). In the event of any such defeasance, Holders of the Securities of
such series would be able to look only to such trust fund for payment of
principal of and premium, if any, and interest, if any, on the Securities of
such series until Stated Maturity or redemption. (Sections 8.01, 8.02 and 8.03)
Each of the Indentures also provides that such a trust may only be
established if, among other things, (i) the Issuers have obtained an opinion of
legal counsel (which may be based on a ruling from, or published by, the
Internal Revenue Service) to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such deposit, defeasance and discharge had
not occurred and (ii) at that time, with respect to any series of Securities
issued under such Indenture and then listed on The New York Stock Exchange, the
rules of The New York Stock Exchange do not prohibit such deposit with such
Trustee. (Section 8.02)
Annual Reports by the Trustee
To the extent required by the Trust Indenture Act, the Trustee under each
Indenture shall, within 60 days after May 15 in each year, furnish to each
Holder of Securities issued under such Indenture an annual report that complies
with Section 313 of the Trust Indenture Act. (Section 7.06) The Indentures do
not require that the Issuers or the respective Trustee thereunder furnish any
other reports, documents or information to the Holders of Securities.
Notices and Communications
Notices or communications to Holders of Securities will be given by
first-class mail to the addresses of such Holders as they appear in the Security
Register. (Section 10.02 of the Debt Indenture and Section 11.02 of the
Subordinated Indenture)
Holders of Securities may communicate with other Holders of such Securities
with respect to their rights under such Securities or the Indenture governing
such Securities pursuant to the provisions of
Section 312(b) of the Trust Indenture Act, which require a trustee to provide
securityholders access to information regarding the addresses of other
securityholders in certain situations. (Section 10.03 of the Debt Indenture and
Section 11.03 of the Subordinated Indenture)
Governing Law
The Indentures and the Securities will be governed by and construed in
accordance with the laws of the State of New York. (Section 10.13 of the Debt
Indenture and Section 11.13 of the Subordinated Indenture)
Information Concerning the Trustee
The Trustee under each of the Indentures is . Pursuant to the
Trust Indenture Act, if a default occurs under either of the Indentures,
would be required to resign as Trustee under one of the Indentures
within 90 days of such default unless such default is cured, duly waived or
otherwise eliminated.
PROVISIONS APPLICABLE TO THE SUBORDINATED INDENTURE
The Subordinated Indenture provides that in the event and during the
continuation of any Senior Debt Default (as defined below) in respect of the
Senior Debt of any Issuer, no payment shall be made by such Issuer on the
Securities issued pursuant to such Subordinated Indenture unless and until such
Senior Debt Default shall have been remedied or waived, nor shall any such
payment be made if after giving effect, as if
8
10
paid, to such payment, any Senior Debt Default of any Issuer would exist. The
Subordinated Indenture also provides that upon any distribution of assets of any
Issuer in connection with any winding up or liquidation of such Issuer or any
reorganization, bankruptcy or other similar proceeding with respect to any
Issuer, the holders of all Senior Debt of such Issuer will first be entitled to
receive any payment on such Securities issued pursuant to such Subordinated
Indenture. (Section 10.02 of the Subordinated Indenture) No part of the
Securities issued under the Subordinated Indenture shall have any claim to the
assets of any Issuer on parity with or prior to the claim of the holders of
Senior Debt of such Issuer.
The term "Senior Debt Default" is defined in the Subordinated Indenture to
mean, when used with respect to an Issuer, any default in the payment of the
principal of or sinking fund installments, if any, due with respect to, fees in
respect of or interest on, any Senior Debt of such Issuer or any default, or any
event that, with notice or lapse of time or both, would constitute a default, in
any other agreement, term or condition contained in any agreement under which
any Senior Debt of such Issuer is issued or secured.
The term "Senior Debt" is defined in the Subordinated Indenture to have the
meaning given to such term in the Board Resolution or supplemental indenture
pursuant to which Securities may be issued in accordance with such Subordinated
Indenture. The definition of such term will be set forth in the Prospectus
Supplement respecting any such Securities.
PLAN OF DISTRIBUTION
The Issuers may sell the Securities in any one or more of the following
ways: (i) through underwriters, or through underwriting syndicates, (ii) through
one or more dealers or agents (which may include one or more underwriters) or
(iii) directly to one or more purchasers. The names of any underwriters or
agents involved in the sale of the Securities will be set forth in a Prospectus
Supplement.
The distribution of the Securities may be effected from time to time in one
or more transactions, including negotiated transactions, at a fixed initial
public offering price or at varying prices determined at the time of sale.
Underwriters or agents may sell the Securities to or through dealers, and such
dealers may receive compensation in the form of discounts or concessions allowed
or reallowed to dealers from the underwriters. Any fixed initial public offering
price and any discounts and concessions to dealers may be changed from time to
time. Underwriters, dealers and agents who participate in the distribution of
the Securities may be deemed to be underwriters within the meaning of the
Securities Act, and any discounts or commissions received by them from the
Issuers or any profit on the resale of Securities by them may be deemed to be
underwriting discounts and commissions thereunder. The proposed amounts of
Securities, if any, to be purchased by underwriters and the compensation, if
any, of underwriters or agents will be set forth in a Prospectus Supplement.
The Securities, when issued, will constitute a new issue or new issues of
securities with no established trading market. Underwriters and agents who
participate in the distribution of the Securities may make a market in the
Securities, but will not be obligated to do so and may discontinue market making
activities at any time without notice.
Underwriters, dealers and agents who participate in the distribution of the
Securities may be entitled, under agreements entered into with the Issuers, to
indemnification against certain liabilities, including liabilities under the
Securities Act, or to contribution for payments which such underwriters, dealers
or agents may be required to make in respect thereof.
Underwriters and agents may engage in transactions with, or perform
services for, the Issuers in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Securities offered hereby will
be passed upon for the Issuers by Baker & Botts, L.L.P. Robert L. Stillwell, a
partner of Baker & Botts, L.L.P., is a director of the Company.
9
11
EXPERTS
The consolidated financial statements and schedules of the Company included
in the Company's Annual Report on Form 10-K for the year ended December 31, 1993
have been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
The estimates of certain of Mesa's proved reserves of oil and natural gas
and discounted present values of estimated future net cash flows therefrom
incorporated herein by reference to the Company's report on Form 10-K for the
fiscal year ended December 31, 1993, are extracted from the report of DeGolyer
and MacNaughton, independent consulting petroleum engineers, attached as an
exhibit to such annual report. Such information is incorporated herein by
reference in reliance upon the authority of said firm as experts with respect to
the matters contained in such reports.
10
12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses (other than underwriting discounts
and commissions) of the issuance and distribution of the securities being
registered payable by the Company.
Securities and Exchange Commission registration fee............... $103,448
Printing and engraving expenses................................... *
Accounting fees and expenses...................................... *
Blue Sky fees and expenses........................................ *
Listing fees...................................................... *
Counsel fees...................................................... *
Miscellaneous..................................................... *
--------
Total................................................... *
--------
--------
- ---------------
* To be provided by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation may indemnify any director or officer who was, is or is threatened
to be made a named defendant or respondent in a proceeding because he is or was
a director or officer, provided that the director or officer (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity, that his conduct was in the corporation's best interests,
(b) in all other cases, that his conduct was at least not opposed to the
corporation's best interests and (iii) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Subject to certain
exceptions, a director or officer may not be indemnified if the person is found
liable to the corporation or if the person is found liable on the basis that he
improperly received a personal benefit. Under Texas law, reasonable expenses
incurred by a director or officer may be paid or reimbursed by the corporation
in advance of a final disposition of the proceeding after the corporation
receives a written affirmation by the director of his good faith belief that he
has met the standard of conduct necessary for indemnification and a written
undertaking by or on behalf of the director to repay the amount if it is
ultimately determined that the director or officer is not entitled to
indemnification by the corporation. Texas law requires a corporation to
indemnify an officer or director against reasonable expenses incurred in
connection with the proceeding in which he is named defendant or respondent
because he is or was a director or officer if he is wholly successful in defense
of the proceeding.
Texas law also permits a corporation to purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director or officer
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.
The Company's Bylaws provide for the indemnification of its officers and
directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted by the Texas Business
Corporation Act. The Company has also entered into indemnification agreements
with its executive officers and directors that contractually provide for
indemnification and expense advancement. Both the Bylaws and the agreements
include related provisions meant to facilitate the indemnitees' receipt of such
benefits. These provisions cover, among other things: (i) specification of the
method of determining entitlement to indemnification and the selection of
independent counsel that will in some cases make such determination, (ii)
specification of certain time periods by which certain payments or
determinations must be made and actions must be taken and (iii) the
establishment of certain presumptions in favor of an indemnitee. The benefits of
certain of these provisions are available to an indemnitee only if there has
been a change in
II-1
13
control (as defined). In addition, the Company carries customary directors' and
officers' liability insurance policies for its directors and officers.
Furthermore, the Bylaws and agreements with directors and officers provide for
indemnification for amounts (i) in respect of the deductibles for such insurance
policies, (ii) that exceed the liability limits of such insurance policies and
(iii) that would have been covered by prior insurance policies of the Company or
its predecessors. Such indemnification may be made even though directors and
officers would not otherwise be entitled to indemnification under other
provisions of the Bylaws or such agreements.
The above discussion of the Company's Bylaws and of Article 2.01-1 of the
Texas Business Corporation Act is not intended to be exhaustive and is
respectively qualified in its entirety by such statute and the Bylaws.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to indemnify any director or officer of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding brought by reason of the fact that such person is or was a
director or officer of the corporation, if such person acted in good faith and
in a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, if he had no reason to believe his conduct was unlawful. In a
derivative action (i.e., one brought by or on behalf of the corporation),
indemnification may be made only for expenses actually and reasonably incurred
by any director or officer in connection with the defense or settlement of such
an action or suit, if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
that the defendant is fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Delaware law also permits a corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer against any
liability asserted against him and incurred by him in such capacity or arising
out of his status as such, whether or not the corporation has the power to
indemnify him against that liability under Section 145 of the DGCL.
MOC's Bylaws provide that MOC may indemnify each person who is involved in
any litigation or other proceeding because such person is or was a director or
officer of MOC or its subsidiaries or is or was serving as an officer or
director of another entity at the request of MOC, against all expenses
reasonably incurred in connection therewith. Such indemnification shall be made
upon a determination by the Board of Directors, independent legal counsel or the
stockholders of the corporation that such indemnification is proper in the
circumstances because such person has met the applicable standard of conduct.
The Bylaws also provide that MOC shall indemnify a director or officer against
such expenses to the extent that he has been successful on the merits or
otherwise in defense of any such litigation or other proceeding. The Bylaws also
provide that the right to indemnification includes the right to be paid expenses
incurred in defending any proceeding in advance of its final disposition;
provided, however, that such advance payment will only be made upon the delivery
to MOC of an undertaking, by or on behalf of the director or officer, to repay
all amounts so advanced if it is ultimately determined that such director or
officer is not entitled to indemnification.
MOC's Certificate of Incorporation provides that the personal liability of
a director of the corporation shall be limited to the fullest extent permitted
by the DGCL. Pursuant to Section 102(b)(7) of the DGCL, Article Sixth of MOC's
Certificate of Incorporation eliminates the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liabilities arising (i) from any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) from
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL or (iv) from any
transaction from which the director derived an improper personal benefit.
The above discussion of MOC's Bylaws and Certificate of Incorporation is
not intended to be exhaustive and is respectively qualified in its entirety by
such documents.
II-2
14
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
4.1 -- Form of Senior Indenture among MESA Inc., Mesa Operating Co. and
, as trustee.
4.2 -- Form of Subordinated Indenture among MESA Inc., Mesa Operating Co.
and , as trustee.
+5 -- Opinion of Baker & Botts, L.L.P.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Independent Public Accountants.
23.2 -- Consent of DeGolyer and MacNaughton.
+23.3 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5 to this
Registration Statement).
24 -- Powers of Attorney of directors and officers of MESA Inc. (included
on signature pages to this Registration Statement).
+ 26.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of relating to the Senior
Indenture.
+ 26.2 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of relating to the Subordinated
Indenture.
- ---------------
+ To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such
II-3
15
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act ("Act") in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
II-4
16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on the 10th day of March,
1994.
MESA Inc.
By: /s/ WILLIAM D. BALLEW
William D. Ballew,
Controller
POWER OF ATTORNEY
The undersigned directors and executive officers of MESA Inc. hereby
constitute and appoint William D. Ballew and Charles L. Carpenter, and each of
them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact, or
either of them, or their substitutes shall lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -----------------
/s/ BOONE PICKENS Director and Chief Executive March 10, 1994
Boone Pickens Officer
/s/ PAUL W. CAIN Director, President and March 10, 1994
Paul W. Cain Chief Operating Officer
/s/ WILLIAM D. BALLEW Controller (Chief Accounting March 10, 1994
William D. Ballew Officer and acting Chief
Financial Officer
/s/ JOHN S. HERRINGTON Director March 10, 1994
John S. Herrington
/s/ WALES H. MADDEN, JR. Director March 10, 1994
Wales H. Madden, Jr.
/s/ FAYEZ S. SAROFIM Director March 10, 1994
Fayez S. Sarofim
/s/ ROBERT L. STILLWELL Director March 10, 1994
Robert L. Stillwell
/s/ J.R. WALSH, JR. Director March 10, 1994
J.R. Walsh, Jr.
II-5
17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on the 10th day of March,
1994.
MESA OPERATING CO.
By: /s/ WILLIAM D. BALLEW
William D. Ballew
Controller
POWER OF ATTORNEY
The undersigned directors and executive officers of Mesa Operating Co.
hereby constitute and appoint William D. Ballew and Charles L. Carpenter, and
each of them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact, or
either of them, or their substitutes shall lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -----------------
/s/ BOONE PICKENS Director and Chief Executive March 10, 1994
Boone Pickens Officer
/s/ PAUL W. CAIN Director, President and March 10, 1994
Paul W. Cain Chief Operating Officer
/s/ WILLIAM D. BALLEW Controller (Chief Accounting March 10, 1994
William D. Ballew Officer and acting Chief
Financial Officer)
II-6