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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
============
(Amendment No. 3)
Under the Securities Exchange Act of 1934*
MESA INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
590911 10 3
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(CUSIP Number)
Boone Pickens
2001 Ross Avenue, Suite 2600
Dallas, Texas 75201
(214) 969-2200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 5, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box _____.
Check the following box if a fee is being paid with this statement _____.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 590911 10 3
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
above Persons
BOONE PICKENS
###-##-####
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(2) Check the Appropriate Box if a Member of a Group
(a)................................................. _____
(b)................................................. _____
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(3) SEC Use Only
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(4) Source of Funds
PF, 00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
X
-----
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(6) Citizenship or Place of Organization
United States Citizen
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Number of (7) Sole Voting Power 3,040,126 Shares
Shares Bene- --------------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by --------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 3,040,126 Shares
ing Person --------------------------------------------------------------
With (10) Shares Dispositive Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,040,126 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
X
-----
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(13) Percent of Class Represented by Amount in Row (11)
6.34%
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(14) Type of Reporting Person (See Instructions) IN
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<PAGE>
Boone Pickens, an individual residing in Dallas County, Texas, hereby
amends and supplements his Statement on Schedule 13D as originally filed on
November 11, 1992 and as amended through Amendment No. 2 thereto filed
September 21, 1993 (as amended, the "Original Statement"), with respect to
the common stock, par value $.01 per share (the "Common Stock"), of MESA
Inc., a Texas corporation ("Mesa").
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 of the Original Statement is hereby amended and supplemented as
follows:
In connection with the conversion of MLP into corporate form on
December 31, 1991, the common units of MLP owned by Mr. Pickens, as well as
his general partner interests in MLP and its direct subsidiary partnerships,
were converted into general partner interests in each of such direct
subsidiary partnerships. Such general partner interests were convertible
into an aggregate of 1,667,560 shares of Common Stock pursuant to a
Conversion Agreement dated December 31, 1991 between Mesa, Mr. Pickens and
Pickens Operating Co., a Texas corporation wholly owned by Mr. Pickens that
served as the corporate general partner of Mesa's direct subsidiary
partnerships ("POC"). The Conversion Agreement was filed as Exhibit 1 to
the Original Statement and the information contained therein is incorporated
by reference herein in its entirety.
Pursuant to the terms of the Conversion Agreement, effective December
31, 1993, Mr. Pickens converted 25% of his general partner interests in
Mesa's direct subsidiary partnerships into an aggregate of 416,890 shares of
Common Stock.
On January 5, 1994, Mesa effected the mergers of four of its subsidiary
partnerships into new corporations wholly owned by the Company. Pursuant to
such mergers, Mr. Pickens' remaining general partner interests in Mesa's
subsidiary partnerships were converted into shares of Common Stock. An
aggregate of 1,250,670 shares of Common Stock were issued to Mr. Pickens
pursuant to such mergers, the same number of shares of Common Stock Mr.
Pickens would have received upon conversion of his remaining general
partnership interests pursuant to the Conversion Agreement. Accordingly,
Mr. Pickens no longer owns any general partnership interests in Mesa's
subsidiary partnerships. The aggregate of 1,667,560 shares of Common Stock
issued to Mr. Pickens pursuant to (i) his conversion of a portion of his
general partner interests in the subsidiary partnerships and (ii) the
mergers described above, are owned by him either directly, or indirectly
through POC.
The mergers were effected pursuant to an Agreement of Merger, which is
attached as Exhibit 4 hereto and the information contained therein is
incorporated by reference herein in its entirety.
Pursuant to Rule 13d-3(d), Mr. Pickens is deemed to beneficially own
640,000 shares of Common Stock subject to options which are currently
exercisable by him. All such options were granted pursuant to Mesa's 1991
Common Stock Option Plan (the "Option Plan") and the terms of such options
are set forth in a related agreement between Mesa and Mr. Pickens (the
"Option Agreement"). All such options have an exercise price of $6.8125 per
share. The Option Plan and the Option Agreement were attached as Exhibits 2
and 3 to the Original Statement and the information contained therein is
incorporated by reference herein in its entirety.
Mr. Pickens used $316,875 of personal funds (exclusive of commissions)
to acquire the 50,000 shares of Common Stock referred to in the table set
forth in Item 5 below.
<PAGE>
Item 5. Interest in Securities of the Issuer.
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Item 5 of the Original Statement is hereby amended and supplemented as
follows:
As of January 10, 1994, Mr. Pickens beneficially owns an aggregate of
3,040,126 shares of Common Stock (approximately 6.34% of the 47,762,038
shares of Common Stock deemed to be outstanding, including those Mr. Pickens
has the right to acquire within sixty days pursuant to his employee stock
options). Except as set forth on the table below, Mr. Pickens has not
engaged in any transactions in Common Stock during the past sixty days. The
following table sets forth certain information regarding shares of Common
Stock purchased by Mr. Pickens since the date of Amendment No. 2 to the
Original Statement.
Number of
Date Shares Purchased Price Per Share
----------------- ---------------- ---------------
November 29, 1993.................... 35,000 $6.375
November 29, 1993.................... 15,000 6.50
The foregoing purchases were effected in open market transactions on
the New York Stock Exchange. The price paid as referred to above excludes
commissions.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Item 6 of the Original Statement is hereby amended and supplemented as
follows:
The information set forth with respect to the Agreement of Merger
referred to in Item 3 is incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
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Item 7 of the Original Statement is hereby amended and supplemented as
follows:
4. Agreement of Merger dated January 5, 1994 among MESA Inc.,
Boone Pickens, Pickens Operating Co. and certain other
parties.
<PAGE>
SIGNATURE
=========
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: January 10, 1994
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/s/ Boone Pickens
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Boone Pickens
AGREEMENT OF MERGER
===================
This AGREEMENT OF MERGER (this "Agreement"), dated as of January 5, 1994,
is entered into by and among MESA Inc., a Texas corporation (the "Company"),
Mesa Operating Limited Partnership, a Delaware limited partnership ("MOLP"),
Mesa Midcontinent Limited Partnership, a Delaware limited partnership ("MMLP"),
Mesa Holding Limited Partnership, a Delaware limited partnership ("MHLP"), Mesa
Environmental Ventures Limited Partnership, a Delaware limited partnership
("MEVLP"), Mesa Sub 1, Inc., a Delaware corporation ("Sub 1"), Mesa Sub 2,
Inc., a Delaware corporation ("Sub 2"), Mesa Sub 3, Inc., a Delaware
corporation ("Sub 3"), Mesa Sub 4, Inc., a Delaware corporation ("Sub 4"),
Boone Pickens, Pickens Operating Co., a Texas corporation wholly owned by Mr.
Pickens ("POC"), and Mesa Environmental Co., a Texas corporation wholly owned
by Mr. Pickens ("MEC"), and sets forth, among other things, the terms and
provisions governing the merger of MOLP with and into Sub 1 (the "Sub 1
Merger"), the merger of MMLP with and into Sub 2 (the "Sub 2 Merger"), the
merger of MHLP with and into Sub 3 (the "Sub 3 Merger") and the merger of MEVLP
and MEC with and into Sub 4 (the "Sub 4 Merger" and, together with the Sub 1
Merger, the Sub 2 Merger and the Sub 3 Merger, the "Mergers").
RECITALS:
WHEREAS, the Company desires to effect the Mergers in order to convert all
of its subsidiary partnerships (other than Hugoton Capital Limited Partnership,
a Delaware limited partnership ("HCLP")) into subsidiary corporations and
simplify its organizational structure;
WHEREAS, Section 15.2 of the partnership agreements of each of MOLP, MMLP,
MHLP and MEVLP provides that such partnerships may merge or consolidate with
or into one or more limited partnerships or other business entities (as
defined) upon the affirmative vote of its general partner(s) and limited
partner (the term "General Partner" as used herein meaning POC and Mr. Pickens,
collectively, in the case of MOLP, MMLP and MHLP, and meaning MEC in the case
of MEVLP); and
WHEREAS, the Mergers and the concurrent transfer by Mr. Pickens to the
Company of the outstanding common stock of Pickens Hugoton Company, a Texas
corporation wholly owned by Mr. Pickens and the general partner of HCLP
("PHC"), will result in the conversion of the outstanding general partnership
interests in MOLP, MMLP, MHLP and MEVLP and the common stock of PHC held by the
Mr. Pickens and/or POC into the same number of shares of common stock, par
value $.01 per share ("Company Common Stock"), of the Company as Mr. Pickens
and POC would have received if they had elected to convert their general
partner interests in MOLP, MMLP and MHLP into Company Common Stock pursuant to
the Conversion Agreement, dated as of December 31, 1991, by and between the
Company, Mr. Pickens and POC; and
NOW THEREFORE, in consideration of the mutual covenants, conditions and
agreements herein contained, the parties agree as follows:
ARTICLE I.
THE TRANSACTION
Subject to the terms and conditions hereinafter set forth,
(i) the Company will transfer all of the units of its limited partnership
interest in (a) MOLP (the "MOLP LP Units") to Sub 1 in exchange for shares of
the common stock, par value $.01 per share, of Sub 1, (b) MMLP (the "MMLP LP
Units"), to Sub 2 in exchange for shares of the common stock, par value $.01
per share, of Sub 2, (c) MHLP (the "MHLP LP Units") to Sub 3 in exchange for
shares of the common stock, par value $.01 per share, of Sub 3;
(ii) MHLP will transfer all of the units of its limited partnership
interest in MEVLP (the "MEVLP LP Units") to Sub 4 in exchange for shares of the
common stock, par value $.01 per share, of Sub 4;
(iii) at the Effective Time (as defined in Section 8.1 hereof) and pursuant
to the Mergers (a) MOLP will merge with and into Sub 1, (b) MMLP will merge
with and into Sub 2, (c) MHLP will merge with and into Sub 3 and (d) MEVLP and
MEC will merge with and into Sub 4;
(iv) at the Effective time, Mr. Pickens will transfer all of the
outstanding common stock of PHC to the Company;
(v) at the Effective Time and pursuant to the Mergers and the concurrent
transfer of the outstanding common stock of PHC by Mr. Pickens to the Company,
each unit of the general partnership interest in MOLP (a "MOLP GP Unit"),
together with one unit of the general partnership interest in MMLP (a "MMLP GP
Unit"), one unit of the general partnership interest in MHLP (a "MHLP GP
Unit"), and a proportionate interest in the outstanding common stock of each
PHC and MEC (a "PHC Interest" and an "MEC Interest," respectively, and together
with one MOLP GP Unit, one MMLP GP Unit and one MHLP GP Unit, a "Combined GP
Unit"), now held by Mr. Pickens and/or POC will be converted into one share of
Company Common Stock; and
(vi) all such Combined GP Units (other than the portion represented by
shares of PHC common stock, which will remain outstanding and be held by the
Company) will be cancelled.
ARTICLE II.
MERGER OF MOLP WITH AND INTO SUB 1
SECTION 2.1 Transfer of MOLP LP Units. Immediately prior to the
Effective Time, the Company shall transfer and contribute all the MOLP LP Units
owned by the Company to Sub 1 and Sub 1 shall issue to the Company in exchange
therefor all shares of Sub 1 common stock issued and outstanding at such time.
SECTION 2.2 Surviving Corporation. In accordance with the provisions of
this Agreement, the Delaware General Corporation Law (the "DGCL") and the
Delaware Revised Uniform Limited Partnership Act (the "DRULPA"), at the
Effective Time, MOLP shall merge with and into Sub 1, Sub 1 shall be the
surviving corporation and shall continue its corporate existence under the laws
of the State of Delaware, and the separate existence of MOLP shall cease.
SECTION 2.3 Assets and Liabilities.
(a) At the Effective Time, all rights, title and interests to all
real estate and all other property owned by MOLP and all other claims,
goodwill, rights, entitlements, powers, privileges, immunities and franchises
of MOLP of any kind or character shall be vested in Sub 1 without reversion or
impairment, without further act or deed, and without any transfer or assignment
having occurred. From and after the Effective Time, Sub 1 shall be liable and
responsible for all liabilities and obligations of MOLP of any kind or
character, and any proceeding pending against MOLP may be continued as if the
Sub 1 Merger had not taken place, or Sub 1 may be substituted in place of MOLP
in any such proceeding.
(b) At the Effective Time, all rights, title and interests to all
real estate and other property owned by Sub 1 and all other claims, goodwill,
rights, entitlements, powers, privileges, immunities and franchises of Sub 1
of any kind or character shall remain vested in Sub 1 and shall be unaffected
and unimpaired by the Sub 1 Merger. From and after the Effective Time, Sub 1
shall continue to be liable and responsible for all of its liabilities and
obligations of any kind or character.
SECTION 2.4 Certificate of Incorporation. The Certificate of
Incorporation of Sub 1, as in effect immediately prior to the Effective Time,
shall thereafter continue in full force and effect as the Certificate of
Incorporation of Sub 1; provided, however, that the name of Sub 1 shall be
changed to "Mesa Operating Co." at the Effective Time.
SECTION 2.5 Bylaws. The Bylaws of Sub 1, as in effect immediately prior
to the Effective Time, shall thereafter continue in full force and effect as
the Bylaws of Sub 1, until amended as provided by law.
SECTION 2.6 Directors and Officers. The directors and officers of Sub
1 in office immediately prior to the Effective Time shall thereafter continue
to be the directors and officers of Sub 1, each to hold office in accordance
with the Certificate of Incorporation and Bylaws of Sub 1.
ARTICLE III.
MERGER OF MMLP WITH AND INTO SUB 2
SECTION 3.1 Transfer of MMLP LP Units. Immediately prior to the
Effective Time, the Company shall transfer and contribute all the MMLP LP Units
owned by the Company to Sub 2 and Sub 2 shall issue to the Company in exchange
therefor all shares of Sub 2 common stock issued and outstanding at such time.
SECTION 3.2 Surviving Corporation. In accordance with the provisions of
this Agreement, the DGCL and the DRULPA, at the Effective Time MMLP shall merge
with and into Sub 2, Sub 2 shall be the surviving corporation and shall
continue its corporate existence under the laws of the State of Delaware, and
the separate existence of MMLP shall cease.
SECTION 3.3 Assets and Liabilities.
(a) At the Effective Time, all rights, title and interests to all
real estate and all other property owned by MMLP and all other claims,
goodwill, rights, entitlements, powers, privileges, immunities and franchises
of MMLP of any kind or character shall be vested in Sub 2 without reversion or
impairment, without further act or deed, and without any transfer or assignment
having occurred. From and after the Effective Time, Sub 2 shall be liable and
responsible for all liabilities and obligations of MMLP of any kind or
character, and any proceeding pending against MMLP may be continued as if the
Sub 2 Merger had not taken place, or Sub 2 may be substituted in place of MMLP
in any such proceeding.
(b) At the Effective Time, all rights, title and interests to all
real estate and other property owned by Sub 2 and all other claims, goodwill,
rights, entitlements, powers, privileges, immunities and franchises of Sub 2
of any kind or character shall remain vested in Sub 2 and shall be unaffected
and unimpaired by the Sub 2 Merger. From and after the Effective Time, Sub 2
shall continue to be liable and responsible for all of its liabilities and
obligations of any kind or character.
SECTION 3.4 Certificate of Incorporation. The Certificate of
Incorporation of Sub 2, as in effect immediately prior to the Effective Time,
shall thereafter continue in full force and effect as the Certificate of
Incorporation of Sub 2; provided, however, that the name of Sub 2 shall be
changed to "Mesa Midcontinent Co." at the Effective Time.
SECTION 3.5 Bylaws. The Bylaws of Sub 2, as in effect immediately prior
to the Effective Time, shall thereafter continue in full force and effect as
the Bylaws of Sub 2, until amended as provided by law.
SECTION 3.6 Directors and Officers. The directors and officers of Sub
2 in office immediately prior to the Effective Time shall thereafter continue
to be the directors and officers of Sub 2, each to hold office in accordance
with the Certificate of Incorporation and Bylaws of Sub 2.
ARTICLE IV.
MERGER OF MHLP WITH AND INTO SUB 3
SECTION 4.1 Transfer of MHLP LP Units. Immediately prior to the
Effective Time, the Company shall transfer and contribute all the MHLP LP Units
owned by the Company to Sub 3 and Sub 3 shall issue to the Company in exchange
therefor all shares of Sub 3 common stock issued and outstanding at such time.
SECTION 4.2 Surviving Corporation. In accordance with the provisions of
this Agreement, the DGCL and the DRULPA, at the Effective Time and MHLP shall
merge with and into Sub 3, Sub 3 shall be the surviving corporation and shall
continue its corporate existence under the laws of the State of Delaware, and
the separate existence of MHLP shall cease.
SECTION 4.3 Assets and Liabilities.
(a) At the Effective Time, all rights, title and interests to all
real estate and all other property owned by MHLP and all other claims,
goodwill, rights, entitlements, powers, privileges, immunities and franchises
of MHLP of any kind or character shall be vested in Sub 3 without reversion or
impairment, without further act or deed, and without any transfer or assignment
having occurred. From and after the Effective Time, Sub 3 shall be liable and
responsible for all liabilities and obligations of MHLP of any kind or
character, and any proceeding pending against MHLP may be continued as if the
Sub 3 Merger had not taken place, or Sub 3 may be substituted in place of MHLP
in any such proceeding.
(b) At the Effective Time, all rights, title and interests to all
real estate and other property owned by Sub 3 and all other claims, goodwill,
rights, entitlements, powers, privileges, immunities and franchises of Sub 3
of any kind or character shall remain vested in Sub 3 and shall be unaffected
and unimpaired by the Sub 3 Merger. From and after the Effective Time, Sub 3
shall continue to be liable and responsible for all of its liabilities and
obligations of any kind or character.
SECTION 4.4 Certificate of Incorporation. The Certificate of
Incorporation of Sub 3, as in effect immediately prior to the Effective Time,
shall thereafter continue in full force and effect as the Certificate of
Incorporation of Sub 3; provided, however, that the name of Sub 3 shall be
changed to "Mesa Holding Co." at the Effective Time.
SECTION 4.5 Bylaws. The Bylaws of Sub 3, as in effect immediately prior
to the Effective Time, shall thereafter continue in full force and effect as
the Bylaws of Sub 3, until amended as provided by law.
SECTION 4.6 Directors and Officers. The directors and officers of Sub
3 in office immediately prior to the Effective Time shall thereafter continue
to be the directors and officers of Sub 3, each to hold office in accordance
with the Certificate of Incorporation and Bylaws of Sub 3.
ARTICLE V.
MERGER OF MEVLP AND MEC WITH AND INTO SUB 4
SECTION 5.1 Transfer of MEVLP LP Units. Immediately prior to the
Effective Time, MHLP shall transfer and contribute all the MEVLP LP Units owned
by the MHLP to Sub 4 and Sub 4 shall issue to MHLP in exchange therefor all
shares of Sub 4 common stock issued and outstanding at such time.
SECTION 5.2 Surviving Corporation. In accordance with the provisions of
this Agreement, the DGCL and the DRULPA, at the Effective Time and MEVLP and
MEC shall merge with and into Sub 4, Sub 4 shall be the surviving corporation
and shall continue its corporate existence under the laws of the State of
Delaware, and the separate existence of MEVLP and MEC shall cease.
SECTION 5.3 Assets and Liabilities.
(a) At the Effective Time, all rights, title and interests to all
real estate and all other property owned by each of MEVLP and MEC and all other
claims, goodwill, rights, entitlements, powers, privileges, immunities and
franchises of each of MEVLP and MEC of any kind or character shall be vested
in Sub 4 without reversion or impairment, without further act or deed, and
without any transfer or assignment having occurred. From and after the
Effective Time, Sub 4 shall be liable and responsible for all liabilities and
obligations of each of MEVLP and MEC of any kind or character, and any
proceeding pending against either of MEVLP and MEC may be continued as if the
Sub 4 Merger had not taken place, or Sub 4 may be substituted in place of MEVLP
or MEC, as applicable, in any such proceeding.
(b) At the Effective Time, all rights, title and interests to all
real estate and other property owned by Sub 4 and all other claims, goodwill,
rights, entitlements, powers, privileges, immunities and franchises of Sub 4
of any kind or character shall remain vested in Sub 4 and shall be unaffected
and unimpaired by the Sub 4 Merger. From and after the Effective Time, Sub 4
shall continue to be liable and responsible for all of its liabilities and
obligations of any kind or character.
SECTION 5.4 Certificate of Incorporation. The Certificate of
Incorporation of Sub 4, as in effect immediately prior to the Effective Time,
shall thereafter continue in full force and effect as the Certificate of
Incorporation of Sub 4; provided, however, that the name of Sub 4 shall be
changed to "Mesa Environmental Ventures Co." at the Effective Time.
SECTION 5.5 Bylaws. The Bylaws of Sub 4, as in effect immediately prior
to the Effective Time, shall thereafter continue in full force and effect as
the Bylaws of Sub 4, until amended as provided by law.
SECTION 5.6 Directors and Officers. The directors and officers of Sub
4 in office immediately prior to the Effective Time shall thereafter continue
to be the directors and officers of Sub 4, each to hold office in accordance
with the Certificate of Incorporation and Bylaws of Sub 4.
ARTICLE VI.
CONVERSION OF COMBINED GP UNITS AND CANCELLATION OF LP UNITS
At the Effective Time and pursuant to the Mergers and the concurrent
transfer of the outstanding common stock of PHC by Mr. Pickens to the Company
(i) each Combined GP Unit outstanding shall be converted into one share of
Company Common Stock and (ii) each MOLP LP Unit, MMLP LP Unit, MHLP LP Unit,
MEVLP LP Unit and MEC Interest that is issued and outstanding immediately prior
to the Effective Time shall be cancelled and cease to exist. The PHC Interest,
represented by the common stock of PHC to be transferred by Mr. Pickens to the
Company at the Effective Time shall remain outstanding. The remaining portion
of the Combined GP Units will be cancelled.
ARTICLE VII.
TERMINATION
SECTION 7.1 Termination. This Agreement may be terminated and the
Mergers and the transfer of shares of PHC by Mr. Pickens to the Company may be
abandoned by mutual consent of the Company, Mr. Pickens and POC at any time
prior to the filing of the certificates and articles of merger referred to in
Section 8.1 below with the Secretaries of State of the States of Delaware and
Texas, as applicable.
SECTION 7.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 7.1, written notice thereof will promptly be
given to the other parties, and this Agreement will forthwith terminate without
further action by any other party hereto. If this Agreement is terminated as
so provided, however, there will be no liabilities or obligations hereunder on
the part of any party hereto, except that nothing herein will relieve any party
hereto from liability for any breach of this Agreement.
ARTICLE VIII.
MISCELLANEOUS
SECTION 8.1 Effective Time. The Mergers shall become effective at such
time (the "Effective Time") as shall be set forth in the certificates of merger
to be filed with respect to each of the Mergers with the Secretary of State
of the State of Delaware. The Effective Time to be set forth in such
certificates of merger shall be 6:00 p.m., Eastern Standard Time, on January
5, 1994.
SECTION 8.2 Notices. All notices and other communications to be given
or made hereunder by any party shall be delivered by first class mail, or by
personal delivery, postage or fees prepaid, to the other party at 2600 Trammell
Crow Center, 2001 Ross Avenue, Dallas, Texas 75201.
SECTION 8.3 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
SECTION 8.4 Governing Law.
--------------
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware (except to the extent the laws of the State of
Texas shall apply to the Sub 4 Merger, to which extent the laws of the State
of Texas shall govern).
SECTION 8.5 Vote of Partners and Consent of Shareholders. The signatures
set forth below of the limited and general partners of each of MOLP, MMLP, MHLP
and MEVLP shall constitute the affirmative vote of such partners for all
purposes (including under applicable law and the partnership agreements of such
partnerships) with respect to the transactions referred to herein (including
(i) the transfers of MOLP LP Units, MMLP LP Units, MHLP LP Units and MEVLP LP
Units and (ii) the Mergers) as they relate to their respective partnership
interests. The signature set forth below of the Company shall constitute its
consent for all purposes (including under applicable law and the partnership
agreements of MOLP, MMLP and MHLP), as the sole shareholder of each of Sub 1,
Sub 2 and Sub 3, to the Sub 1 Merger, the Sub 2 Merger and the Sub 3 Merger,
respectively. The signature set forth below of MHLP shall constitute its
consent for all purposes (including under applicable law and the partnership
agreement of MEVLP), as the sole shareholder of Sub 4, to the Sub 4 Merger.
The signature set forth below of Mr. Pickens shall constitute his consent for
all purposes (including under applicable law and the partnership agreement of
MEVLP), as the sole shareholder of MEC, to the Sub 4 Merger.
SECTION 8.6 Consent to Transfer of Limited Partnership Interest. The
signatures of the General Partner of each of MOLP, MMLP, MHLP and MEVLP set
forth below shall constitute acknowledgement of the consent of such General
Partner to the transfer by the Company of its MOLP LP Units, MMLP LP Units and
MHLP LP Units to Sub 1, Sub 2 and Sub 3, respectively, and the transfer by MHLP
of its MEVLP LP Units to Sub 4, as applicable.
SECTION 8.7 Consent to Admission of Successor Limited Partner. The
signatures set forth below of (i) Sub 1, Sub 2, Sub 3 and Sub 4 shall
constitute evidence of the acceptance of each of Sub 1, Sub 2, Sub 3 and Sub
4 of all the terms and conditions of the partnership agreements of each of
MOLP, MMLP, MHLP and MEVLP, respectively, as required by Article XII of such
partnership agreements and (ii) the General Partner of each of MOLP, MMLP, MHLP
and MEVLP shall constitute the consent of such General Partner to the admission
of Sub 1, Sub 2, Sub 3 and Sub 4 as successor limited partners to MOLP, MMLP,
MHLP and MEVLP, respectively.
<PAGE>
IN WITNESS WHEREOF, undersigned have caused this Agreement to be executed
as of the date first above written.
MESA INC.
By: /s/ Paul W. Cain
------------------------------
Paul W. Cain
President
MESA OPERATING LIMITED PARTNERSHIP
By General Partners:
/s/ Boone Pickens
------------------------------
Boone Pickens
Pickens Operating Co.
By: /s/ Paul W. Cain
-------------------------
Paul W. Cain
President
By Limited Partner:
MESA Inc.
By: /s/ Paul W. Cain
-------------------------
Paul W. Cain
President
MESA MIDCONTINENT LIMITED
PARTNERSHIP
By General Partners:
/s/ Boone Pickens
------------------------------
Boone Pickens
<PAGE>
Pickens Operating Co.
By: /s/ Paul W. Cain
-------------------------
Paul W. Cain
President
By Limited Partner:
MESA Inc.
By: /s/ Paul W. Cain
-------------------------
Paul W. Cain
President
MESA HOLDING LIMITED PARTNERSHIP
By General Partners:
/s/ Boone Pickens
-------------------------
Boone Pickens
Pickens Operating Co.
By: /s/ Paul W. Cain
--------------------
Paul W. Cain
President
By Limited Partner:
MESA Inc.
By: /s/ Paul W. Cain
-------------------------
Paul W. Cain
President
MESA SUB 1, INC.
By: /s/ Paul W. Cain
------------------------------
Paul W. Cain
President
MESA SUB 2, INC.
By: /s/ Paul W. Cain
------------------------------
Paul W. Cain
President
MESA SUB 3, INC.
By: /s/ Paul W. Cain
------------------------------
Paul W. Cain
President
PICKENS OPERATING CO.
By: /s/ Paul W. Cain
------------------------------
Paul W. Cain
President
/s/ Boone Pickens
-----------------------------------
Boone Pickens
MESA ENVIRONMENTAL VENTURES
LIMITED PARTNERSHIP
By General Partner:
Pickens Hugoton Company
By: /s/ Paul W. Cain
-------------------------
Paul W. Cain
President
By Limited Partner:
Mesa Holding Limited
Partnership
By General Partners:
<PAGE>
Pickens Operating Co.
By: /s/ Paul W. Cain
--------------------
Paul W. Cain
President
/s/ Boone Pickens
-------------------------
Boone Pickens
MESA ENVIRONMENTAL CO.
By: /s/ Paul W. Cain
------------------------------
Paul W. Cain
President
MESA SUB 4, INC.
By: /s/ Paul W. Cain
------------------------------
Paul W. Cain
President
