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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MESA, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[MESA LOGO]
July 8, 1997
Dear Stockholder:
At 2:00 p.m. on Thursday, August 7, 1997, MESA will conduct a Special
Meeting of stockholders to consider and vote on the proposed merger with Parker
& Parsley Petroleum Company announced on April 6, 1997.
We have heard from a number of stockholders with questions regarding the
merger. The following includes a summary of the most frequently asked
questions, along with our responses.
We hope that you find the information to be useful and informative, and
ask that you return the enclosed proxy card as soon as possible.
Sincerely,
/s/ JON BRUMLEY
Jon Brumley
Chairman of the Board and
Chief Executive Officer
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SELECTED QUESTIONS AND ANSWERS REGARDING
MESA'S SPECIAL STOCKHOLDERS' MEETING
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1. WHY IS MESA MERGING WITH PARKER & PARSLEY?
MESA believes the merger with Parker & Parsley has a number of benefits
for MESA's stockholders, specifically:
A. Significant growth through increased reserves, production and cash
flows contributed by Parker & Parsley along with significant
exploitation and exploration opportunities in new core areas.
B. The merger will be accretive to cash flow per share for MESA's
stockholders in 1998.
C. Debt to book capitalization should decrease from 67% at year-end 1996
to 44% at the time of the merger.
D. Other benefits include:
* An improved oil and gas reserve mix;
* Greater business opportunities through increased size and
financial strength;
* A simplified capital structure resulting from the elimination of
a majority or all of the Preferred Stock overhang on the Common
Stock.
2. WHAT WILL HAPPEN TO THE VALUE OF MY COMMON STOCK INVESTMENT IN MESA
BECAUSE OF THE EXCHANGE INTO PIONEER COMMON?
MESA stockholders will receive one share of Pioneer common stock for each
seven shares of MESA common stock. MESA stockholders should expect that
one share of Pioneer Common stock will have approximately the same value
as seven (7) shares of MESA Common Stock after the merger. An example is
as follows:
MESA COMMON MESA COMMON
BEFORE EXCHANGE AFTER EXCHANGE
Stock Price $ 6 $ 42
# of Shares 7 1
Value $ 42 $ 42
3. HOW WILL I RECEIVE STOCK IN THE NEW COMPANY, PIONEER NATURAL RESOURCES
COMPANY, FOR MY OWNERSHIP OF MESA STOCK?
If you hold your MESA Inc. stock with a broker, bank or other financial
institution, your shares will be automatically exchanged.
Holders of common stock certificates will be furnished a Letter of
Transmittal after the Special Meeting and will be required to return the
completed form with their old MESA certificates to the Exchange Agent in
order to receive new Pioneer stock. Book-entry, direct registration
accounts will be initially created for all registered holders and
statements confirming ownership will be provided. Certificates may be
requested at any time by the stockholder.
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4. HOW WAS THE EXCHANGE RATE DETERMINED?
The exchange rate for the merger was negotiated between the managements of
MESA and Parker & Parsley.
5. WERE FAIRNESS OPINIONS OBTAINED?
Independent investment banking firms delivered opinions to MESA that the
merger proposal is fair, from a financial point of view, to MESA
stockholders. Merrill Lynch delivered the fairness opinion with respect to
the common stock and Morgan Stanley delivered the fairness opinion with
respect to MESA's Series A Preferred Stock. The opinions of the
independent investment bankers are furnished in the joint proxy
statement/prospectus.
6. IS THE MERGER A TAXABLE TRANSACTION?
The merger is not a taxable transaction, thus no gain or loss will be
recognized by the holders of MESA common or preferred stock because of the
merger. The tax basis of the Pioneer stock received will equal the tax
basis in the MESA common or preferred stock exchanged.
7. WHAT IS HAPPENING TO MESA'S SERIES A PREFERRED STOCK?
MESA holders of Series A Preferred Stock will have the option to accept
either Pioneer Common stock or Pioneer preferred stock. If holders of more
than half of MESA's Series A Preferred Stock vote in favor of the Mergers,
then all Preferred holders will receive Pioneer common stock regardless of
their individual elections.
If holders of less than half of Series A Preferred shares vote for the
merger, then the Series A Preferred holders who complete and return the
election form will receive either (i) 1.25 shares of Pioneer common stock
or (ii) one share of Pioneer Series A 8% Cumulative Convertible Preferred
Stock for every seven MESA preferred shares held. Holders of MESA Series A
Preferred Stock who do not complete and timely return an election form
will receive Pioneer Series A Preferred Stock if the holders of a majority
of MESA Series A Preferred Stock do not vote in favor of the Mergers.
8. WHAT IS RICHARD RAINWATER'S ROLE IN THIS TRANSACTION?
Richard Rainwater and affiliates have agreed to vote in favor of the
merger, exchange their preferred shares for Pioneer common stock, and Mr.
Rainwater will stay on the Board of Pioneer.
MESA'S BOARD OF DIRECTORS URGES STOCKHOLDERS
TO VOTE FOR EACH PROPOSAL
(If you have any other questions, or require further assistance, please contact
our proxy solicitor, Morrow & Co., Inc., at 1-800-566-9058)