1
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): FEBRUARY 7, 1997
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
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 7, 1997, Mesa Operating Co., a Delaware corporation
("MOC"), entered into a Stock Purchase Agreement with Western Mining
Corporation (USA), a Delaware corporation ("WMC"), pursuant to which MOC will
acquire all of the outstanding equity of Greenhill Petroleum Corporation, a
Delaware corporation and a wholly owned subsidiary of WMC ("Greenhill"). MOC
is a wholly owned subsidiary of MESA Inc. ("Mesa") and owns substantially all
of Mesa's assets. Pursuant to the Stock Purchase Agreement, MOC will purchase
Greenhill for $270.5 million, subject to adjustment as provided therein. A
copy of the press release regarding the Stock Purchase Agreement is attached
hereto as Exhibit 99 and incorporated herein by reference. 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.
(a) and (b) MESA Inc. will file the financial statements and pro forma
financial information required to be filed pursuant to Item 7 of
Form 8-K within 60 days after the date of this Form 8-K pursuant
to an amendment to this Form 8-K.
(c) Exhibits
10. Stock Purchase Agreement, dated February 7, 1997, between
Mesa Operating Co. and Western Mining Corporation (USA)
99. Press Release dated February 10, 1997
-2-
3
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: February 20, 1997 By: /s/ STEPHEN K. GARDNER
---------------------------------
Stephen K. Gardner
Senior Vice President and
Chief Financial Officer
-3-
4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10. Stock Purchase Agreement, dated February 7, 1997, between Mesa Operating
Co. and Western Mining Corporation (USA)
99. Press Release dated February 10, 1997