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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): APRIL 26, 1996
MESA INC.
(Exact name of registrant as specified in its charter)
TEXAS 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
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ITEM 5. OTHER EVENTS
On April 26, 1996, MESA Inc. (the "Company") and DNR-MESA
Holdings, L.P., a Texas limited partnership ("DNR"), the sole general partner
of which is Rainwater, Inc. a Texas corporation owned by Richard E. Rainwater,
entered into a definitive agreement (the "Stock Purchase Agreement") pursuant
to which, among other things, DNR will (i) purchase $133 million of a new
series of convertible preferred stock of the Company, (ii) provide a standby
commitment for a $132 million rights offering of convertible preferred stock to
the Company's shareholders and (iii) assist the Company in the refinancing of
all of the Company's debt not repaid with proceeds from the stock issuance. A
copy of the press release regarding the Stock Purchase Agreement is attached
hereto as Exhibit 99. The description of the Stock Purchase Agreement included
herein does not purport to be complete and is qualified in its entirety by
reference to the terms of the Stock Purchase Agreement, a copy of which is
attached hereto as Exhibit 10 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4. Form of Statement of Resolution Establishing
Series of Shares Designated Series A
Cumulative Convertible Preferred Stock and
Series B Cumulative Convertible Preferred
Stock
10. Stock Purchase Agreement, dated April 26,
1996, between the Company and DNR-MESA
Holdings, L.P.
99. Press Release dated April 29, 1996
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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: April 29, 1996 By: /s/ Stephen K. Gardner
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Stephen K. Gardner
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4. Form of Statement of Resolution Establishing Series of Shares
Designated Series A Cumulative Convertible Preferred Stock and Series
B Cumulative Convertible Preferred Stock
10. Stock Purchase Agreement, dated April 26, 1996, between the Company
and DNR-MESA Holdings, L.P.
99. Press Release dated April 29, 1996