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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): JUNE 25 , 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 Identification No.)
of incorporation)
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
At a Special Meeting of Stockholders of MESA Inc. (the "Company") held
on June 25, 1996 (the "Special Meeting"), the Company's stockholders approved
the sale of a minimum of approximately 58.8 million shares and a maximum of
approximately 117.3 million shares of the Company's Series B 8% Cumulative
Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred
Stock"), to DNR-MESA Holdings, L.P., a Texas limited partnership ("DNR"), the
sole general partner of which is Rainwater, Inc., at a price of $2.26 per share
and on the terms and subject to the conditions set forth in that certain Stock
Purchase Agreement, dated April 26, 1996, between the Company and DNR, as
amended (the "Stock Purchase Agreement"). Copies of the Stock Purchase
Agreement and the form of Statement of Resolution establishing the Series B
Preferred Stock are attached hereto as Exhibits 10 and 4b, respectively, and
incorporated herein by reference.
At the Special Meeting, the Company's stockholders also approved
certain related amendments to the Company's Amended and Restated Articles of
Incorporation (the "Articles of Incorporation") to (i) increase the number of
authorized shares of the Company's common stock, par value $0.01 per share,
from 100,000,000 to 600,000,000, (ii) increase the number of authorized shares
of the Company's preferred stock, par value $0.01 per share ("Preferred
Stock"), from 10,000,000 to 500,000,000, and (iii) permit the taking of action
by written consent of the holders of any series of Preferred Stock if and to
the extent provided in the resolution of the Board of Directors establishing
any such series. A copy of the Articles of Amendment to the Amended and
Restated Articles of Incorporation of MESA Inc., dated June 25, 1996, which
reflect such changes to the Articles of Incorporation, is attached hereto as
Exhibit 4c and incorporated herein by reference.
In addition, on June 25, 1996, Mesa announced the pricing of $325
million principal amount of 10 5/8% senior subordinated notes due July 1, 2006
and its 11 5/8% senior subordinated discount notes due July 1, 2006, which will
yield $150 million in gross proceeds.
For additional information regarding the foregoing matters, reference
is made to the Company's press releases issued June 25, 1996, copies of which
are attached as Exhibits 99.1 and 99.2 hereto and incorporated herein by
reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4a. Amended and Restated Articles of Incorporation of MESA
Inc.
4b. Statement of Resolution Establishing Series of Shares
Designated Series A Cumulative Convertible Preferred
Stock and Series B Cumulative Convertible Preferred Stock
4c. Articles of Amendment to the Amended and Restated Articles
of Incorporation of MESA Inc., dated June 25, 1996
10. Stock Purchase Agreement, dated April 26, 1996, between
the Company and DNR-MESA Holdings, L.P. (Exhibit 10 to
MESA Inc.'s Current Report on Form 8-K dated April 29,
1996)
99.1 Press Release dated June 25, 1996
99.2 Press Release dated June 25, 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: June 25, 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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4a. Amended and Restated Articles of Incorporation of MESA
Inc.
4b. Form of Statement of Resolution Establishing Series of
Shares Designated Series A Cumulative Convertible
Preferred Stock and Series B Cumulative Convertible
Preferred Stock
4c. Articles of Amendment to the Amended and Restated Articles
of Incorporation of MESA Inc., dated June 25, 1996
10. Stock Purchase Agreement, dated April 26, 1996, between
the Company and DNR-MESA Holdings, L.P. (Exhibit 10 to
MESA Inc.'s Current Report on Form 8-K dated April 29,
1996)
99.1 Press Release dated June 25, 1996
99.2 Press Release dated June 25, 1996