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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B)OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MESA INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2394500
(State of incorporation or organization) (I.R.S. Employer I.D. No.)
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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RIGHTS TO PURCHASE PREFERRED STOCK NEW YORK STOCK EXCHANGE, INC.
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 26, 1996, the Board of Directors of MESA Inc. (the
"Company") amended the Rights Agreement dated as of July 6, 1995 (as amended,
the "Rights Agreement") between the Company and American Stock Transfer and
Trust Company, as Rights Agent. The amendment amended the definition of the
term "Acquiring Person" to exclude therefrom DNR- Mesa Holdings, L.P., a Texas
limited partnership ("DNR") in connection with the execution and performance of
a Stock Purchase Agreement entered into on the same date between the Company
and DNR, and the beneficial ownership by DNR of stock in the Company resulting
therefrom. In addition, the definitions of "Series A Preferred Stock" and
"Series B Preferred Stock" were added to describe the Series A 8% Cumulative
Convertible Preferred Stock to be issued pursuant to a rights offering to
shareholders and the Series B 8% Cumulative Convertible Preferred Stock to be
purchased by DNR pursuant to the Stock Purchase Agreement, respectively.
A copy of Amendment No. 2 to the Rights Agreement has been
filed with the Securities and Exchange Commission as an exhibit to this
Amendment to Registration Statement on Form 8-A. This summary description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement (as amended), which is incorporated herein by
reference.
A copy of the Stock Purchase Agreement was filed as Exhibit 10
to the Company's Form 8-K filed on April 29, 1996, and which is incorporated
herein by reference.
ITEM 2. EXHIBITS.
3. Amendment No. 2 to Rights Agreement dated as of April 26, 1996
between MESA Inc. and American Stock Transfer and Trust
Company, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MESA INC.
Date: 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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3. Amendment No. 2 to Rights Agreement dated as of April 26, 1996
between MESA Inc. and American Stock Transfer and Trust
Company, as Rights Agent.