<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1994
REGISTRATION STATEMENT NO. 033-52627
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT No. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
MESA INC.
MESA OPERATING CO.
(Exact name of registrants as specified in their charters)
<TABLE>
<S> <C>
TEXAS 75-2394500
DELAWARE 75-2516853
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 ROSS AVENUE, SUITE 2600 WILLIAM D. BALLEW
DALLAS, TEXAS 75201 301 SOUTH POLK
(214) 969-2200 AMARILLO, TEXAS 79101
(806) 378-1000
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, of and telephone number, including area
registrant's principal executive offices) code, of agent for service)
</TABLE>
Copy to:
---------------------
STEPHEN A. MASSAD
BAKER & BOTTS, L.L.P.
ONE SHELL PLAZA, 910 LOUISIANA
HOUSTON, TEXAS 77002
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Debt Securities(3)................ (5) 100% (5) $103,448
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Common Stock, par value
$.01 per share(4)............... (2) (2) (2) N/A
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Total................... $300,000,000(5) 100% $300,000,000(5) $103,448
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</TABLE>
(1) Estimated pursuant to Rule 457(o) solely for the purpose of calculating the
amount of the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II.D.
(3) Subject to note (5) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities. If any Debt Securities
are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed $300,000,000, less the dollar amount of
any securities previously issued hereunder.
(4) Subject to note (5) below, there are being registered hereunder an
indeterminate number of shares of Common Stock as shall be issuable upon
conversion or redemption of Debt Securities registered hereby.
(5) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$300,000,000. Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses (other than underwriting discounts
and commissions) of the issuance and distribution of the securities being
registered payable by the Company.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $103,448
Printing and engraving expenses................................... 65,000
Accounting fees and expenses...................................... 20,000
Blue Sky fees and expenses........................................ 20,000
Counsel fees...................................................... 65,000
Trustee fees...................................................... 25,000
Miscellaneous..................................................... 16,552
--------
Total................................................... $300,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation may indemnify any director or officer who was, is or is threatened
to be made a named defendant or respondent in a proceeding because he is or was
a director or officer, provided that the director or officer (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity, that his conduct was in the corporation's best interests,
(b) in all other cases, that his conduct was at least not opposed to the
corporation's best interests and (iii) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Subject to certain
exceptions, a director or officer may not be indemnified if the person is found
liable to the corporation or if the person is found liable on the basis that he
improperly received a personal benefit. Under Texas law, reasonable expenses
incurred by a director or officer may be paid or reimbursed by the corporation
in advance of a final disposition of the proceeding after the corporation
receives a written affirmation by the director of his good faith belief that he
has met the standard of conduct necessary for indemnification and a written
undertaking by or on behalf of the director to repay the amount if it is
ultimately determined that the director or officer is not entitled to
indemnification by the corporation. Texas law requires a corporation to
indemnify an officer or director against reasonable expenses incurred in
connection with the proceeding in which he is named defendant or respondent
because he is or was a director or officer if he is wholly successful in defense
of the proceeding.
Texas law also permits a corporation to purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director or officer
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.
The Company's Bylaws provide for the indemnification of its officers and
directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted by the Texas Business
Corporation Act. The Company has also entered into indemnification agreements
with its executive officers and directors that contractually provide for
indemnification and expense advancement. Both the Bylaws and the agreements
include related provisions meant to facilitate the indemnitees' receipt of such
benefits. These provisions cover, among other things: (i) specification of the
method of determining entitlement to indemnification and the selection of
independent counsel that will in some cases make such determination, (ii)
specification of certain time periods by which certain payments or
determinations must be made and actions must be taken and (iii) the
establishment of certain presumptions in favor of an indemnitee. The benefits of
certain of these provisions are available to an indemnitee only if there has
been a change in control (as defined). In addition, the Company carries
customary directors' and officers' liability insurance policies for its
directors and officers. Furthermore, the Bylaws and agreements with directors
and officers provide for indemnification for amounts (i) in respect of the
deductibles for such insurance policies, (ii) that
II-1
<PAGE> 3
exceed the liability limits of such insurance policies and (iii) that would have
been covered by prior insurance policies of the Company or its predecessors.
Such indemnification may be made even though directors and officers would not
otherwise be entitled to indemnification under other provisions of the Bylaws or
such agreements.
The above discussion of the Company's Bylaws and of Article 2.01-1 of the
Texas Business Corporation Act is not intended to be exhaustive and is
respectively qualified in its entirety by such statute and the Bylaws.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to indemnify any director or officer of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding brought by reason of the fact that such person is or was a
director or officer of the corporation, if such person acted in good faith and
in a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, if he had no reason to believe his conduct was unlawful. In a
derivative action (i.e., one brought by or on behalf of the corporation),
indemnification may be made only for expenses actually and reasonably incurred
by any director or officer in connection with the defense or settlement of such
an action or suit, if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
that the defendant is fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Delaware law also permits a corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer against any
liability asserted against him and incurred by him in such capacity or arising
out of his status as such, whether or not the corporation has the power to
indemnify him against that liability under Section 145 of the DGCL.
MOC's Bylaws provide that MOC may indemnify each person who is involved in
any litigation or other proceeding because such person is or was a director or
officer of MOC or its subsidiaries or is or was serving as an officer or
director of another entity at the request of MOC, against all expenses
reasonably incurred in connection therewith. Such indemnification shall be made
upon a determination by the Board of Directors, independent legal counsel or the
stockholders of the corporation that such indemnification is proper in the
circumstances because such person has met the applicable standard of conduct.
The Bylaws also provide that MOC shall indemnify a director or officer against
such expenses to the extent that he has been successful on the merits or
otherwise in defense of any such litigation or other proceeding. The Bylaws also
provide that the right to indemnification includes the right to be paid expenses
incurred in defending any proceeding in advance of its final disposition;
provided, however, that such advance payment will only be made upon the delivery
to MOC of an undertaking, by or on behalf of the director or officer, to repay
all amounts so advanced if it is ultimately determined that such director or
officer is not entitled to indemnification.
MOC's Certificate of Incorporation provides that the personal liability of
a director of the corporation shall be limited to the fullest extent permitted
by the DGCL. Pursuant to Section 102(b)(7) of the DGCL, Article Sixth of MOC's
Certificate of Incorporation eliminates the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liabilities arising (i) from any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) from
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL or (iv) from any
transaction from which the director derived an improper personal benefit.
The above discussion of MOC's Bylaws and Certificate of Incorporation is
not intended to be exhaustive and is respectively qualified in its entirety by
such documents.
II-2
<PAGE> 4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<S> <C>
+4.1 -- Form of Senior Indenture among MESA Inc., Mesa Operating Co. and
First Fidelity Bank, National Association, as trustee.
+4.2 -- Form of Subordinated Indenture among MESA Inc., Mesa Operating Co.
and First Fidelity Bank, National Association, as trustee.
5 -- Opinion of Baker & Botts, L.L.P.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Independent Public Accountants.
+23.2 -- Consent of DeGolyer and MacNaughton.
23.3 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5 to this
Registration Statement).
+24 -- Powers of Attorney of directors and officers of MESA Inc. and Mesa
Operating Co.
+25 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of First Fidelity Bank, National Association
relating to the Senior Indenture and to the Subordinated Indenture
(bound separately).
</TABLE>
- ---------------
+ Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
II-3
<PAGE> 5
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on the 31st day of October,
1994.
MESA Inc.
By: /s/ WILLIAM D. BALLEW
William D. Ballew,
Controller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -----------------
<S> <C> <C>
BOONE PICKENS* Director and Chief Executive October 31, 1994
Boone Pickens Officer
PAUL W. CAIN* Director, President and October 31, 1994
Paul W. Cain Chief Operating Officer
/s/ STEPHEN K. GARDNER Vice President and Chief October 31, 1994
Stephen K. Gardner Financial Officer
/s/ WILLIAM D. BALLEW Controller (Chief Accounting October 31, 1994
William D. Ballew Officer)
Director October 31, 1994
John L. Cox
JOHN S. HERRINGTON* Director October 31, 1994
John S. Herrington
WALES H. MADDEN, JR.* Director October 31, 1994
Wales H. Madden, Jr.
FAYEZ S. SAROFIM* Director October 31, 1994
Fayez S. Sarofim
ROBERT L. STILLWELL* Director October 31, 1994
Robert L. Stillwell
J.R. WALSH, JR.* Director October 31, 1994
J.R. Walsh, Jr.
*By: /s/ WILLIAM D. BALLEW
William D. Ballew
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on the 31st day of October,
1994.
MESA OPERATING CO.
By: /s/ WILLIAM D. BALLEW
William D. Ballew
Controller
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ---------------
<S> <C> <C>
BOONE PICKENS* Director and Chief Executive October 31, 1994
Boone Pickens Officer
PAUL W. CAIN* Director, President and October 31, 1994
Paul W. Cain Chief Operating Officer
/s/ STEPHEN K. GARDNER Vice President and Chief October 31, 1994
Stephen K. Gardner Financial Officer
/s/ WILLIAM D. BALLEW Controller (Chief Accounting October 31, 1994
William D. Ballew Officer)
*By: /s/ WILLIAM D. BALLEW
William D. Ballew
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
Exhibits
<TABLE>
<S> <C>
+4.1 -- Form of Senior Indenture among MESA Inc., Mesa Operating Co. and
First Fidelity Bank, National Association, as trustee.
+4.2 -- Form of Subordinated Indenture among MESA Inc., Mesa Operating Co.
and First Fidelity Bank, National Association, as trustee.
5 -- Opinion of Baker & Botts, L.L.P.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Independent Public Accountants.
+23.2 -- Consent of DeGolyer and MacNaughton.
23.3 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5 to this
Registration Statement).
+24 -- Powers of Attorney of directors and officers of MESA Inc. and Mesa
Operating Co.
+25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of First Fidelity Bank, National Association
relating to the Senior Indenture and to the Subordinated Indenture
(bound separately).
</TABLE>
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+ Previously filed.
II-7
<PAGE> 1
EXHIBIT 5
[BAKER & BOTTS LETTERHEAD]
October 28, 1994
MESA Inc.
Mesa Operating Co.
2001 Ross Avenue
Suite 2600
Dallas, Texas 75201
Gentlemen:
As set forth in the Registration Statement on Form S-3
(Registration No. 033-52627) filed with the Securities and Exchange Commission
on March 11, 1994 (the "Registration Statement") by MESA Inc., a Texas
corporation (the "Company"), and Mesa Operating Co., a Delaware corporation
("MOC" and together with the Company, the "Issuers"), under the Securities Act
of 1933, as amended (the "Act"), relating to $300,000,000 aggregate principal
amount of debt securities of the Issuers (the "Debt Securities") and an
indeterminate number of shares of common stock, par value $.01 per share, of
the Company issuable upon conversion or redemption of Debt Securities (the
"Common Stock"), for issuance from time to time pursuant to Rule 415 under the
Act, certain legal matters in connection with the Debt Securities and the
Common Stock are being passed upon for you by us.
In our capacity as your counsel in the connection referenced
above, we have examined (i) the charter and bylaws of each of the Issuers, each
as amended to date, (ii) the form of Senior Indenture to be executed by the
Issuers and First Fidelity Bank, National Association, as trustee, pursuant to
which the Debt Securities may be issued (the "Senior Indenture"), (iii) the
form of Subordinated Indenture to be executed by the Issuers and First
Fidelity Bank, National Association, as trustee, pursuant to which the Debt
Securities may be issued (the "Subordinated Indenture") and (iv) the originals,
or copies certified or otherwise identified, of corporate records of the
Issuers, certificates of public officials and of representatives of the
Issuers, statutes and other instruments and documents, as a basis for the
opinions hereinafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective, (ii) a prospectus supplement relating
to the Registration Statement (the "Prospectus Supplement") will have been
prepared and filed with the Securities and Exchange Commission describing the
Debt Securities offered thereby, (iii) all Debt Securities will be
<PAGE> 2
-2- October 28, 1994
issued and sold in compliance with applicable federal and state securities laws
and in the manner stated in the Registration Statement and the appropriate
Prospectus Supplement, (iv) a definitive purchase, underwriting or similar
agreement with respect to any Debt Securities offered will have been duly
authorized and validly executed and delivered by the Issuers and the other
parties thereto and (v) any Common Stock issuable upon conversion or redemption
of any of the Debt Securities being offered will be duly authorized, created
and, if appropriate, reserved for issuance upon such conversion or redemption.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Texas.
2. MOC is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
3. With respect to the shares of the Common Stock to be issued
upon conversion or redemption of Debt Securities, when (i) the board of
directors of the Company or, to the extent permitted by Section 141(c) of the
General Corporation Law of the State of Delaware, a duly constituted and acting
committee thereof (such board of directors or committee being hereinafter
referenced as the "Company Board"), has taken all necessary corporate action to
approve the issuance of such shares and related matters and (ii) certificates
representing such shares have been duly executed, countersigned, registered and
delivered upon such conversion or redemption of Debt Securities, in accordance
with the terms of such Debt Securities or the instrument governing such Debt
Securities providing for such conversion or redemption as approved by the
Company Board, for the consideration approved by the Company Board (not less
than the par value of such shares), such shares of Common Stock will be duly
authorized, validly issued, fully paid and non-assessable.
4. With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture has been duly authorized, validly
executed and delivered by the Company and the trustee thereunder, (ii) the
Senior Indenture has been duly qualified under the Trust Indenture Act of 1939,
as amended, (iii) each of the Company Board and the board of directors of MOC
or, to the extent permitted by Section 141(c) of the General Corporation Law of
the State of Delaware, a duly constituted and acting committee thereof (such
board of directors or committee being hereinafter referenced as the "MOC
Board") has taken all necessary corporate action to approve the issuance and
terms of such Debt Securities, the terms of the offering thereof and related
matters, (iv) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Senior Indenture
and the applicable definitive purchase, underwriting or similar agreement
approved by each of the Company Board and the MOC Board and (v) payment of the
consideration for such Debt Securities provided for in such agreement has been
made, such Debt Securities will be legally issued and will constitute binding
obligations of the Issuers.
<PAGE> 3
-3- October 28, 1994
5. With respect to Debt Securities to be issued under the
Subordinated Indenture, when (i) the Subordinated Indenture has been duly
authorized, validly executed and delivered by the Company and the trustee
thereunder, (ii) the Subordinated Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended, (iii) each of the Company Board and
the MOC Board has taken all necessary corporate action to approve the issuance
and terms of such Debt Securities, the terms of the offering thereof and
related matters, (iv) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Subordinated Indenture and the applicable definitive purchase, underwriting or
similar agreement approved by each of the Company Board and the MOC Board and
(v) payment of the consideration for such Debt Securities provided for in such
agreement has been made, such Debt Securities will be legally issued and will
constitute binding obligations of the Issuers.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement. We also consent to the reference to
our Firm under the heading "Legal Opinions" in the Prospectus forming a part of
the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
<PAGE> 1
EXHIBIT 12
MESA INC.
COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES
The following computations of the ratio of earnings to fixed charges for
the six months ended June 30, 1994 and for the years ended December 31, 1993,
1992, 1991, 1990 and 1989 represent the actual results of Mesa's operations for
those periods (in thousands).
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED YEARS ENDED DECEMBER 31
JUNE 30, ------------------------------------------------------
1994 1993 1992 1991 1990 1989
-------- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Net loss....................... $(43,104) $(102,448) $(89,232) $(79,163) $(200,276) $(60,414)
Adjustments --
Loss on investment accounted
for under the equity
method.................... -- -- -- -- -- 13,268
Minority interest in loss.... -- (4,318) (3,854) (3,419) (8,649) (2,609)
Interest expense............. 72,975 142,002 143,392 150,770 186,700 183,908
-------- --------- -------- -------- --------- --------
Total Earnings....... $ 29,871 $ 35,236 $ 50,306 $ 68,188 $ (22,225) $134,153
======== ========= ======== ======== ========= ========
Fixed charges:
Interest expense............. $ 72,975 $ 142,002 $143,392 $150,770 $ 186,700 $183,908
======== ========= ======== ======== ========= ========
Ratio of earnings to fixed
charges...................... (a) (a) (a) (a) (a) (a)
======== ========= ======== ======== ========= ========
Fixed charges in excess of
earnings(a).................. $ 43,104 $ 106,766 $ 93,086 $ 82,582 $ 208,925 $ 49,755
======== ========= ======== ======== ========= ========
</TABLE>
- ---------------
(a) Earnings were not adequate to cover fixed charges in the indicated periods.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated March 4, 1994,
included in MESA Inc.'s Annual Report on Form 10-K for the year ended December
31, 1993 and to all references to our firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 28, 1994
