MESA INC, PRRN14A, 1995-08-30

MESA INC
PRRN14A, 1995-08-30
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1
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. 1)

Filed by the registrant / / / / Confidential, for Use of the
Filed by a party other than Commission Only (as permitted
the registrant /X/ by Rule 14a-6(e)(2)
Check the appropriate box:

/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MESA Inc.
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(Name of Registrant as Specified in Its Charter)

THE WASHINGTON/DAVIS GROUP
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

/X/ 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:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------

- ------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

MARKED TO SHOW CHANGES FROM AUGUST 7, 1995 SOLICITATION STATEMENT

PRELIMINARY COPY

FORMS OF WRITTEN REQUESTS WILL NOT BE DISTRIBUTED TO SHAREHOLDERS UNLESS
SHAREHOLDERS HAVE CONCURRENTLY OR PREVIOUSLY RECEIVED A DEFINITIVE SOLICITATION
STATEMENT WHICH HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. NO
SHAREHOLDER IS BEING REQUESTED TO EXECUTE A WRITTEN REQUEST AT THIS TIME.

SOLICITATION STATEMENT
OF THE WASHINGTON/DAVIS GROUP

FOR WRITTEN REQUEST OF SHAREHOLDERS
OF
MESA INC.

TO CALL A SPECIAL MEETING

PLEASE HELP US CALL A
SPECIAL MEETING OF MESA SHAREHOLDERS!

PLEASE SIGN, DATE, MARK AND PROMPTLY MAIL THE ENCLOSED BLUE WRITTEN
REQUEST FOR A SPECIAL MEETING IN THE ENCLOSED ENVELOPE TODAY!

SIGNING A WRITTEN REQUEST WILL NOT AFFECT YOUR ABILITY TO VOTE
FOR OR AGAINST ANY PROPOSALS PRESENTED AT THE SPECIAL MEETING!

Dear Fellow MESA Shareholders:

This Solicitation Statement (this "Solicitation Statement") and the
enclosed BLUE Written Request of Shareholder of MESA Inc. to Call a Special
Meeting (the "Written Request") are being furnished to you as owners of
outstanding shares of common stock (the "Shares") of MESA Inc., a Texas
corporation (the "Company" or "MESA"), in connection with the solicitation of
Written Requests from MESA shareholders to call a special meeting of
shareholders (the "Special Meeting"). In June 1995, Dennis R. Washington, Marvin
Davis and entities affiliated with Mr. Davis (together, the "Davis Entities"),
David H. Batchelder and Dorn Parkinson (together, the "Washington/Davis Group")
formed a group for the purpose of maximizing the value of the Company for all
shareholders. The Washington/Davis Group is now soliciting Written Requests to
call a Special Meeting for the purpose of removing all of the directors serving
on the Board of Directors of the Company (the "Board") as of the date of the
Special Meeting and electing eight directors nominated by the Washington/Davis
Group (the "Nominees") who would be committed to exploring all alternatives for
maximizing the value of the Company for all shareholders, and who intend to
cause the Company to redeem the rights issued under the Company's recently
adopted "poison pill" rights plan (the "Rights Plan").

This Solicitation Statement and the enclosed BLUE Written Request are
first being sent to shareholders of the Company on or about ____________, 1995.

<PAGE> 3

INTRODUCTION

MESA is a highly leveraged company with long-term debt totaling
approximately $1.2 billion. In its financial statements for the second quarter
of 1995, the Company stated that its "current financial forecasts indicate that
it will be unable to fund its principal and interest obligations in 1996 with
cash flows from operating activities and available cash and securities balances.
The Company has been advised by its independent public accountants that, if this
matter has not been resolved prior to the completion of their audit of the
Company's financial statements for the year ended December 31, 1995, their
auditors' report on those financial statements may contain a going-concern
modification."

Faced with these financial circumstances, MESA attempted during the
first half of 1995 to sell its interests in the Hugoton field. When that effort
failed, MESA announced that it would consider selling the Hugoton assets in
pieces and attempt to refinance its debt. One member of MESA's Board of
Directors, Mr. Batchelder, proposed that the Board consider all alternatives for
maximizing shareholder value, including a possible sale of the Company or
business combination. Although the Company's Chairman has publicly stated that
the Board rejected this proposal, the Board in fact had not voted on any such
proposal.

By letter dated June 29, 1995, Messrs. Washington and Davis asked the
Board to form a committee consisting of all of the independent directors, with
independent financial and legal advisors, to explore all alternatives to enhance
the value of the Company for all shareholders. On July 6, a majority of the
Board voted against forming a committee of independent directors. That day, the
Company announced that the Board had reaffirmed its commitment to restructure
the Company through the sale of the Hugoton assets. The Company said the Board
would expand its review of strategic alternatives to include a sale or merger of
the Company. The Board did not make any determination that the Company would be
sold or merged or that such a transaction would be in the best interests of
shareholders. The Board also adopted the Rights Plan which is designed to
prevent ownership of more than 10% of the Shares by any person or group of
persons, unless certain requirements are met in connection with the acquisition.
See "Rights Plan" below.

The Washington/Davis Group believes that it is imperative that the
Board act in a prompt and deliberate manner to maximize the value of the Company
for all shareholders. From December 1994, when reports first indicated that the
Company was considering the sale of the Hugoton assets, through July 1995, the
Washington/Davis Group estimates the Company has incurred more than $90 million
in interest expense, which represents more than $1.40 per Share, or more than
30% of the total market value of the Shares as of July 31, 1996. The Company has
not announced a timetable for receiving and accepting bids from potential
acquirors. Given the Company's heavy debt burden, which accrues interest of more
than $35 million per quarter and will require $96 million in principal payments
in 1996, delaying this process could impair the value of the Company. The
Washington/Davis Group has urged the Company to actively seek potential
acquirors or merger partners for the Company, to move promptly in making
financial information available to those parties and to establish a timetable
for completing the process of exploring alternatives and securing a transaction.
Yet, on July 6, 1995, the Company announced that parties interested in a sale or
merger would not have access to a financial data room until September and that
to explore and evaluate these alternatives may take longer than six months.

The Washington/Davis Group believes that the interests of the Company's
shareholders would be served best by removal of all of the directors serving on
the Board as of the date of the Special Meeting and the election of a new slate
of directors who would be committed to exploring all alternatives for maximizing
the value of the Company for all shareholders, including those involving a
potential change of control of the Company, and who would be free from conflicts
that the Washington/Davis Group believes exist between the interests of certain
of the Company's current directors and the interests of the Company's
shareholders generally. Unlike certain current

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members of the Board, members of the Washington/Davis Group and the Nominees do
not have any financial relationship with the Company (other than fees paid to
independent directors), are not eligible to receive salaries, bonuses or stock
options, do not have financial interests in firms that provide professional or
other services to the Company, have not entered into financial transactions with
members of management and have not received fees from the Company for use of
personally-owned property.

Neither Mr. Washington, the Davis Entities nor any other member of the
Washington/Davis Group has any present intention of attempting to gain control
of the Company through an acquisition of Shares or assets or through a merger or
other business combination, or a joint venture, partnership or similar
transaction involving the Company. The members of the Washington/Davis Group
believe that their interests are aligned with the interests of the shareholders
generally. Members of the Washington/Davis Group are significant shareholders
who are committed to maximizing shareholder value for all shareholders. As of
July 31, 1995, Mr. Washington and an affiliate of Mr. Davis owned 3,500,000
Shares and 2,500,000 Shares, or approximately 5.5% and 3.9%, respectively, of
the outstanding Shares. In total, the Washington/Davis Group owns approximately
9.4% of the outstanding Shares. Messrs. Batchelder and Parkinson have served as
members of the Board since May 17, 1995.

PURPOSE OF THE SOLICITATION

THE PURPOSE OF THIS SOLICITATION IS TO OBTAIN SUFFICIENT WRITTEN
REQUESTS FROM SHAREHOLDERS TO CALL THE SPECIAL MEETING. IT IS NOT THE PURPOSE OF
THIS SOLICITATION TO SOLICIT PROXIES TO VOTE ON THE PROPOSALS WHICH WOULD BE
PRESENTED AT THE SPECIAL MEETING. IF THE SPECIAL MEETING IS CALLED, THE
WASHINGTON/DAVIS GROUP WILL DISTRIBUTE SEPARATE PROXY MATERIALS SOLICITING
PROXIES TO VOTE ON THE SPECIAL MEETING PROPOSALS. THE SIGNING OF A WRITTEN
REQUEST BY A SHAREHOLDER WILL NOT AFFECT THE ABILITY OF THAT SHAREHOLDER TO VOTE
FOR OR AGAINST ANY OF THE PROPOSALS PRESENTED AT THE SPECIAL MEETING.

The purpose of this solicitation is to obtain valid Written Requests
from holders of record of at least 20% of the outstanding Shares in order to
call the Special Meeting. The Written Request authorizes the Washington/Davis
Group to call the Special Meeting in accordance with Article 2.24C of the Texas
Business Corporation Act (the "Texas Act"). The Written Request also directs the
Board to set a record date for the Special Meeting and directs the officers and
directors to take any and all other action which may be necessary or appropriate
to call the Special Meeting, deliver notice of the Special Meeting, and
otherwise effectuate the purpose and intent of the Written Request.

The Written Requests are being solicited by and on behalf of the
Washington/Davis Group for the purpose of calling the Special Meeting at which
MESA shareholders would be asked to vote for or approve (i) the removal of all
of the directors serving on the Board as of the date of the Special Meeting,
(ii) an amendment to the Company's Bylaws to provide that the Board shall
consist of eight directors, which number may be increased or decreased by the
Board, (iii) the election of the eight Nominees to replace the MESA directors so
removed and (iv) to the extent that the Board, prior to the Special Meeting, has
adopted measures that would contravene or impede the purposes of the foregoing
proposals, a resolution that would rescind such measures (the "Special Meeting
Proposals"). If the Nominees are elected at the Special Meeting, the
Washington/Davis Group expects that the new Board promptly would form a
committee of independent directors, with independent financial and legal
advisors, to consider all alternatives to maximize the value of the Company for
all shareholders. The Nominees also intend to cause the Company to redeem the
rights issued under the Rights Plan. Any actions taken by the Nominees would be
subject to their fiduciary duties as directors of the Company.

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After the Special Meeting, if elected, the Nominees currently intend,
in accordance with the Company's Bylaws, as amended, to seek to increase the
size of the Board to add two current directors of the Company, one of whom would
be Boone Pickens, who currently serves as the Company's Chairman and Chief
Executive Officer. According to the Company's Proxy Statement dated August 10,
1995, which was filed in opposition to this Solicitation Statement (the "Company
Proxy Statement"), as of July 31, 1995, Mr. Pickens owned approximately 3.9
million Shares (not including employee stock options), representing
approximately 6.1% of the outstanding Shares. The willingness to include Mr.
Pickens as a director after the Special Meeting is based on his stock ownership.
In addition, due to his many years of experience in the oil and gas industry in
general and with the Company in particular, the Washington/Davis Group believes
that Mr. Pickens could be a positive addition to the Board, so long as he and
the other current directors do not constitute a majority of the Company's
directors. Any decision by the Nominees to take such action would be dependent
upon the composition of the Board, actions taken by management and the current
directors and other circumstances then existing. There can be no assurance that
any such current director would agree to serve on the new Board.

PROCEDURES FOR COMPLETING WRITTEN REQUESTS

In accordance with the Company's Articles of Incorporation and the
Texas Act, a special meeting of shareholders may be called by the holders of at
least 20% of all the Shares entitled to vote at such special meeting.
Furthermore, the Texas Act provides that, if not otherwise stated in or fixed in
accordance with the Bylaws, the record date for determining shareholders
entitled to call a special meeting is the date that the first shareholder signs
the notice of the special meeting (the "Record Date"). The Company's Bylaws
provide that the Secretary of the Company shall call a Special Meeting after
receiving requests from holders of the requisite percentage of the Shares. The
Texas Act does not require that the Secretary call a special meeting, but states
that a special meeting may be called by holders of at least 10% of all the
shares entitled to vote at the special meeting (unless the articles of
incorporation provide for a percentage of shares which is greater than or less
than 10%).

On ________, 1995, Mr. Washington signed a notice of the Special
Meeting (the "Notice"), thereby, in accordance with the Texas Act, establishing
the Record Date for this solicitation of Written Requests as __________, 1995.
The Notice calls for the Special Meeting to be held at ____ a.m., on
_____________, 1995 at ________________ for the purpose of voting on the Special
Meeting Proposals. Upon obtaining Written Requests signed by shareholders
holding at least 20% of the Shares as of the Record Date, the Washington/Davis
Group intends to submit the Notice to the Secretary of the Company and deliver
the Notice to each of the shareholders entitled to vote at the Special Meeting.
By signing a Written Request, a shareholder authorizes the Washington/Davis
Group to sign a Notice on behalf of such shareholder. Mr. Washington and the
Davis Entities intend to cause Written Requests to be executed by or on behalf
of them with respect to all of the Shares owned by them beneficially or of
record (representing approximately 9.4% of the outstanding Shares).

Only holders of record as of the close of business on the Record Date
will be counted for purposes of determining whether the requisite 20% of holders
have submitted valid Written Requests. The Washington/Davis Group urges all
current holders of record to sign, date, mark and promptly mail the enclosed
BLUE Written Request so that enough Written Requests are received to call the
Special Meeting. If you are a shareholder of record on the Record Date, your
BLUE Written Request will be counted for purposes of calling the Special
Meeting. Abstentions will not be counted for purposes of determining votes in
favor of calling the Special Meeting. If a Written Request is signed but no
indication is given as to what action is to be taken, the Written Request will
be deemed to be authorization "FOR" the Washington/Davis Group to call the
Special Meeting.

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If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can submit a BLUE Written Request with respect to
your Shares and only upon receipt of your specific instructions. Accordingly,
please give instructions to such institution by signing, dating, marking and
promptly mailing the BLUE Written Request provided to you by such institution in
the envelope provided.

IF YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO EXPRESS YOUR
VIEWS AT A SPECIAL MEETING, THE WASHINGTON/DAVIS GROUP URGES YOU TO SIGN, DATE,
MARK AND PROMPTLY MAIL THE BLUE WRITTEN REQUEST. SIGNING A WRITTEN REQUEST WILL
NOT AFFECT YOUR ABILITY TO VOTE FOR OR AGAINST ANY PROPOSALS PRESENTED AT THE
SPECIAL MEETING. YOUR PARTICIPATION IS IMPORTANT, PLEASE ACT TODAY.

The Company Proxy Statement states that the Company's Bylaws require
the Board to designate an independent third party not affiliated with the
Company or any other third party soliciting proxies, to collect, count and hold
all proxies and ballots that identify shareholders. Should the Washington/Davis
Group conclude that an independent collection agent is required or desirable, it
will seek to have such an agent appointed.

The Washington/Davis Group is asking that the Written Requests be
returned in the enclosed addressed envelope as soon as practicable.

REVOCATION OF WRITTEN REQUESTS

A Written Request executed by a shareholder of the Company may be
revoked by the execution and delivery to _____________________________ of a
written revocation of such Written Request at any time prior to the time the
executed Written Requests are delivered to the Secretary of the Company. A
revocation must clearly state that the Written Request previously submitted is
no longer effective. A subsequently dated Written Request that indicates either
"AGAINST" or "ABSTAIN" will also serve as a revocation when delivered as
described herein.

BACKGROUND

As of the end of 1994, MESA had long-term debt totaling approximately
$1.2 billion. The Company has publicly stated that its "current financial
forecasts indicate that it will be unable to fund its principal and interest
obligations in 1996 with cash flows from operating activities and available cash
and securities balances." MESA has publicly acknowledged that its ability to
develop and increase its reserves and production is limited by its leveraged
capital structure. The Washington/Davis Group believes that the Company's
limited ability to fund its exploration and development activities is due
principally to the restrictions contained in the Company's debt agreements and
the substantial amounts of cash which the Company is required to pay to service
its debt obligations. Faced with these financial circumstances, in December
1994, MESA announced that it would attempt to sell its interests in the Hugoton
field and use the proceeds to repay long-term debt.

In December 1994, Mr. Washington notified the Company and the federal
antitrust authorities that he had a present good faith intention to acquire more
than $15 million of the outstanding Shares and, depending on market conditions,
might acquire more of such Shares. His notification under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "Act"), designated the 25%
acquisition threshold, which had the effect of permitting him, following the
applicable waiting period, to acquire up to 49.9% of the outstanding Shares
without further notification under such Act. On December 27, 1994, Mr.
Washington received notification that the Federal Trade Commission had granted
his request for early termination of the waiting period under the Act.

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By letter dated February 17, 1995, pursuant to a provision of the
Company's Bylaws, Mr. Washington notified the Company of his wish to nominate
three candidates for election as directors at the 1995 annual meeting of
shareholders to be held in May 1995 (the "1995 Annual Meeting"). This notice was
required under the Company's Bylaws in order to preserve Mr. Washington's
ability to nominate directors at the 1995 Annual Meeting.

On April 1, 1995, the Company and Mr. Washington entered into an
agreement pursuant to which the parties agreed that the slate of nominees to be
proposed by the Board for election at the 1995 Annual Meeting would include two
of Mr. Washington's designees, Mr. Batchelder and Mr. Parkinson, and eight other
directors nominated by the Board. As a result of the agreement, the Company and
Mr. Washington avoided a contested proxy solicitation with respect to the
election of directors at the 1995 Annual Meeting.

On May 17, 1995, the Company's shareholders elected Messrs. Batchelder
and Parkinson to the Board. As a result, Mr. Washington, through his nominees to
the Board, has the ability to participate in the formulation, determination and
direction of certain business decisions and policies of the Company.

In early June 1995, the Company cancelled its plans to auction its
Hugoton assets when the highest bid fell below what the Company said it had
hoped to realize from the sale. On June 9, 1995, the Company held a Board
meeting at which management described a plan to sell pieces of the Hugoton
assets and refinance certain indebtedness. The plan was presented as the
Company's best response to its failure to secure a bid which the Company would
accept for all of its Hugoton assets. One member of the Board, Mr. Batchelder,
proposed that the Board consider all alternatives for maximizing shareholder
value, including a possible sale of the Company or a business combination.
Although the Company's Chairman, Boone Pickens, has publicly stated that the
Board rejected this proposal, the Chairman foreclosed discussion of Mr.
Batchelder's proposal without presenting any materials or possible alternatives
to the Board members or seeking a vote of the directors.

On June 19, 1995, Mr. Davis contacted Mr. Washington to discuss their
respective views concerning the Company's need to explore all alternatives to
maximize the value of the Company for all shareholders, and Messrs. Washington
and Davis agreed to act together in an effort to seek to have the Board consider
all such available alternatives.

On June 29, 1995, Davis Acquisition, L.P., a California limited
partnership ("Davis Acquisition"), Davis Companies, a California corporation,
the Marvin Davis and Barbara Davis Revocable Trust and Mr. Davis (together, the
"Davis Entities"), and Messrs. Washington, Batchelder and Parkinson filed a
Schedule 13D with the Securities and Exchange Commission (the "Commission") and
issued a joint press release stating that they had formed a group for the
purpose of taking action to maximize shareholder value. By letter dated June 29,
1995, Messrs. Washington and Davis asked the Board to form a committee of all of
the independent directors, with independent financial and legal advisors, to
explore all alternatives to enhance the value of the Company for all
shareholders, including among other things, a possible sale of the Company, or
merger or other business combination. In addition, on June 29, 1995, Messrs.
Batchelder and Parkinson sent a letter to their fellow Board members expressing
their concern at the Board's current course of action and asking the Board to
form an independent committee.

On July 6, 1995, a majority of the Board voted against forming a
committee of independent directors. The Board announced that it was committed to
the restructuring of the Company through the sale of the Hugoton assets. The
Board also announced that management would work with Lehman Brothers to seek
indications of interest from potential buyers or merger partners, both domestic
and foreign. The Board did not make any determination that the Company

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would be sold or merged or that such a transaction would be in the best
interests of shareholders. In response to the refusal of the Board to appoint a
committee of independent directors, the Washington/Davis Group announced that it
would seek to call a special meeting of the Company's shareholders for the
purpose of electing a majority of directors who would be committed to exploring
all alternatives for maximizing shareholder value.

On July 6, 1995, the Board also adopted the Rights Plan which, under
certain circumstances, could allow the Company's shareholders, other than a
person or a group of persons who beneficially own 10% or more of the Shares, to
purchase Shares at half price, thereby diluting substantially the holdings of
any person holding 10% or more of the Shares. The obvious effect of the Rights
Plan is to prevent a person or group of persons from owning 10% or more of the
Shares. The Washington/Davis Group currently owns 9.4% of the Shares. In
addition, the Rights Plan has made it substantially more difficult for
shareholders to exercise their rights to call a special meeting. See "Rights
Plan" below. If elected to the Board, the Nominees intend to cause the Company
to redeem the rights issued under the Rights Plan.

On August 7, 1995, the Washington/Davis Group filed this Solicitation
Statement with the Commission in preliminary form. Concurrently with such
filing, the Washington/Davis Group, in an amendment to its Schedule 13D, stated
that it disagreed with certain of the steps that the Board had taken following
the failed Hugoton auction and was concerned that the Company's proposed actions
would not result in a transaction that maximizes the value of the Company for
all shareholders. The Washington/Davis Group stated that it would not
immediately seek to call the Special Meeting, but would communicate with
shareholders to inform them of the Washington/Davis Group's concerns, assess the
degree to which other shareholders share those concerns and monitor closely the
Company's progress. The Washington/Davis Group stated that it would determine,
in its sole judgment, whether and when to seek to call the Special Meeting based
on the concerns expressed by other shareholders, the steps taken by the Board,
management and their advisors to explore alternatives to maximize the value of
the Company for all shareholders, the timing of any such steps, the type of
alternatives considered, the progress of any pending transactions or
negotiations and such other factors as it then deems relevant.

On August 22, 1995, a majority of the Board, with Messrs. Batchelder
and Parkinson voting against, approved a severance plan for officers and other
employees of the Company which could require the Company to pay as much as $20
million to such officers and employees in the event of a change of control of
the Company and the individual's employment is terminated or constructively
terminated within two years. The Washington/Davis Group believes that the Board
should not have approved these "golden parachute" severance arrangements while
the Company is in the middle of the process of exploring alternatives to
maximize shareholder value. The Washington/Davis Group believes that these
arrangements could reduce the value of proposals received by the Company
pursuant to this process. The Washington/Davis Group also believes that these
improvements to the officers' compensation arrangements should have been
developed and considered first by the Compensation Committee, and not by
management, as was done in this instance, particularly in view of the Company's
current financial situation.

On __________, 1995, the Washington/Davis Group submitted to the
Secretary of the Company a notice containing certain information specified in
the Company's Bylaws, including a brief description of the matters desired to be
brought before the Special Meeting and the name, address, and beneficial
ownership of Shares owned by the shareholder proposing such matters. On
__________, 1995, the Washington/Davis Group filed preliminary proxy materials
with the Commission in order to solicit proxies from the shareholders of the
Company entitled to vote at the Special Meeting regarding the Special Meeting
Proposals.

RIGHTS PLAN

Pursuant to the Rights Plan, the Board, with Messrs. Batchelder and
Parkinson voting against adoption, declared a dividend of one right to purchase
preferred stock ("Right") for each

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outstanding Share to shareholders of record at the close of business on July 17,
1995. Each Right entitles the registered holder to purchase from the Company a
unit consisting of one one-hundredth of a share (a "Fractional Share") of Series
A Junior Participating Preferred Stock, par value $.01 per share, at a purchase
price of $15 per Fractional Share, subject to adjustment. Schedule III attached
hereto contains a more detailed summary description of the Rights Plan and is
incorporated herein by reference.

The provisions of the Rights Plan would be triggered if a person or
group becomes the beneficial owner of 10% or more of the outstanding Shares
(such person or group being defined as an "Acquiring Person") after July 6,
1995, except pursuant to a "Permitted Offer" as described below. If the Rights
Plan is triggered, each holder of a Right will thereafter have the right to
receive, upon exercise of such Right, a number of Shares worth two times the
exercise price of the Right. All Rights that are beneficially owned by or
transferred to any Acquiring Person will be null and void following such a
triggering event.

For example, at an exercise price of $15 per Right, each Right not
owned by an Acquiring Person following a triggering event would entitle its
holder to purchase $30 worth of Shares based upon its then current market price.
If, for example, the current market price were $5 per Share at such time, the
holder of each valid Right would be entitled to purchase six Shares for $15. As
a result, the Share ownership of an Acquiring Person (who would not be permitted
to exercise any Rights) would be substantially diluted, as all other
shareholders would purchase Shares at half price and the Acquiring Person's
Share ownership would not change.

At the time of adoption of the Rights Plan, the Washington/Davis Group
had announced that its members collectively owned approximately 9.4% of the
outstanding Shares. For all practical purposes, the Rights Plan impedes the
Washington/Davis Group, or any other shareholder or group of shareholders, from
acquiring 10% or more of the outstanding Shares, regardless of their intentions
with respect to the Company and regardless of whether such shareholders pose any
threat to the Company.

The Washington/Davis Group believes that the Rights Plan also limits a
shareholder's ability to exercise its proxy rights. In light of the timing of
the adoption of the Rights Plan, the Washington/Davis Group believes that the
Board adopted the Rights Plan in response to the Washington/Davis Group's
statements regarding its intention to call the Special Meeting for the purpose
of replacing the current Board and electing a new Board that would be committed
to exploring all alternatives for maximizing shareholder value.

Under the Rights Plan, a person will be deemed to be the beneficial
owner of any Shares that such person has the right to vote, unless that right is
obtained as a result of an agreement, arrangement or understanding that arises
solely from a revocable proxy or consent given in response to a public proxy or
consent solicitation made pursuant to, and in accordance with, the applicable
provisions of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and is not then reportable by such person on Schedule 13D under the
Exchange Act. Absent this provision in the Rights Plan, and consistent with
applicable law, the Washington/Davis Group (or any other shareholder or group of
shareholders) could seek Written Requests from ten or fewer shareholders without
filing a solicitation statement with the Commission. Thus, the Washington/Davis
Group believes that the Rights Plan interferes with a shareholder's ability to
communicate with other shareholders for the purpose of attempting to call a
special meeting of shareholders.

The Washington/Davis Group is seeking Written Requests solely in
response to this Solicitation Statement which has been filed with the
Commission. Based on advice of counsel and in accordance with statements made by
the Company's counsel, the Washington/Davis Group

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<PAGE> 10

believes that execution of a Written Request pursuant to this solicitation will
not result in a shareholder becoming a beneficial owner of 10% or more of the
Shares under the Rights Plan.

The Rights Plan would not be triggered in the event of an acquisition
of 10% or more of the Shares through a tender offer or an exchange offer (a
"Permitted Offer") commenced on or after September 30, 1995 by a bidder for all
outstanding Shares which meets certain requirements, including that (i) the
offer remains open for at least 50 business days, (ii) in the case of a cash
offer, the bidder has written financing commitments and (iii) in the case of a
stock offer, the issuing entity has a consolidated net worth at least equal to
that of the Company. Initially, the Rights Plan also required that an offer
would be a Permitted Offer only if upon completion of such offer, the bidder
would beneficially own 75% of the outstanding Shares. At a subsequent Board
meeting, the percentage was reduced to 51%. The Rights will expire at the close
of business on December 31, 1996, unless earlier redeemed or exchanged by the
Company.

At any time until ten days after the first date of public announcement
of the occurrence of a triggering event, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right. The Rights Plan provides
that the Company may, at its option, pay the redemption price in cash, shares or
any other form of consideration deemed appropriate by the Board. After a person
becomes an Acquiring Person, redemption of the Rights would require the approval
of a majority of continuing directors (generally directors who are not
affiliated with an Acquiring Person). If elected to the Board, the Nominees
intend to cause the Company to redeem the Rights.

LITIGATION

MESA COMPLAINT

On July 3, 1995, the Company filed an action against Messrs.
Batchelder, Parkinson, Washington, Davis, individually and as trustee for the
Marvin Davis and Barbara Davis Revocable Trust, John Davis, Batchelder &
Partners, Inc. ("BPI"), Davis Acquisition, Davis Companies and Paul L. Deutz,
Jr., individually and as trustee u/a dtd 3-22-88 for Rainbow Trust ("Rainbow
Trust") (collectively, the "Defendants") in the United States District Court for
the Northern District of Texas. The Company alleged that the Defendants violated
Section 13(d) of the Exchange Act by failing to disclose the existence and
identity of members of a "group" of shareholders which collectively own more
than 5% of the Shares. Section 13(d) requires any person or group of persons who
acquires more than 5% of the equity securities of a publicly traded company to
disclose, among other things, the amount of such securities owned and the
purpose of such acquisition.

The Company alleged, among other things, that the Defendants engaged in
a "hub-and-spoke" scheme designed to circumvent Section 13(d), and that Mr.
Batchelder, as President and director of BPI, encouraged certain of his clients
each to acquire less than 5% of Shares so that no one investor would trigger the
Section 13(d) filing requirement. The Company also alleged that the
"hub-and-spoke" scheme was held together by secret oral and written agreements
giving Mr. Batchelder a share in any profits from the Shares. The complaint
seeks to enjoin the Defendants from voting any Shares, soliciting any proxies
(including any requests to call a special shareholders meeting) from
shareholders, purchasing additional Shares, taking any steps to replace current
MESA directors with nominees of the Defendants, exercising or attempting to
exercise influence and control over the affairs of MESA and other relief.

The Defendants believe that the allegations asserted by the Company in
the complaint are without merit. On August 8, 1995, the Defendants filed an
answer denying the Company's claims. On August 16, 1995, the Court entered an
order granting a continuance of the hearing on the Company's request for a
preliminary injunction that had been scheduled for August 25, 1995.

9
<PAGE> 11

In July and August 1994, BPI entered into agreements with Mr.
Washington, Davis Companies, Rainbow Trust and ADDCO, Inc. pursuant to which BPI
had the right to receive 15% (or, in the case of Davis Companies, 5%) of the net
profits, if any, realized by such persons from their investments in the
securities of three publicly traded companies, one of which was MESA, through
December 31, 1995. In November 1994, BPI entered into an agreement with another
investor pursuant to which BPI had the right to receive 15% of the profits, if
any, realized by such investor from its investment in MESA securities through
December 31, 1995. From the inception of such agreements, BPI did not provide
any advice to such investors (other than Mr. Washington) with respect to, and
did not have any agreement to act together for the purpose of, acquiring,
holding, voting or disposing of MESA securities. In addition, other than the
agreements between certain members of the Washington/Davis Group described in
this Solicitation Statement, no investor has had any agreement with any other
investor to act together for the purpose of acquiring, holding, voting or
disposing of MESA securities. In June 1995, following the formation of the
Washington/Davis Group, each of the investors, other than Mr. Washington and
Davis Companies, was given the opportunity to explore the possibility of
becoming a member of the Washington/Davis Group, but expressly declined to do
so, and the agreements between BPI and such other investors were terminated. For
a description of the current agreements between BPI and Mr. Washington and
between BPI and Davis Companies and information concerning the Shares
beneficially owned by Mr. Washington and Davis Companies, see "Information About
the Washington/Davis Group" below.

As a result of discovery that has occurred in connection with the
litigation, the Washington/Davis Group believes that as of July 31, 1995 the
investors with which BPI had agreements (other than Mr. Washington and Davis
Companies) held an aggregate of 4,746,200 Shares, representing approximately
7.4% of the outstanding Shares. Also in 1994, BPI sought to enter into a similar
fee agreement with one other investor, who declined to enter into such an
agreement. As a result of discovery that has occurred in connection with the
litigation, the Washington/Davis Group believes that as of July 31, 1995, such
investor held 831,800 Shares, representing approximately 1.3% of the outstanding
Shares. The Washington/Davis Group has no information to suggest that these
investors hold their Shares other than solely for investment purposes. The
Washington/Davis Group has no information to suggest that these investors have
any contract, arrangement, understanding or relationship with any person with
respect to MESA securities.

WASHINGTON/DAVIS GROUP COUNTERCLAIM

On August 8, 1995, Mr. Washington, Davis Acquisition and Davis
Companies filed a counterclaim (the "Counterclaim") against the Company, Boone
Pickens, and seven of the Company's directors: John Cox, Fayez Sarofim, Robert
Stillwell, J.R. Walsh, Jr., Paul Cain, John Herrington, and Wales Madden, Jr.
(collectively, the "Counter-Defendants"). The Counterclaim alleged that Messrs.
Pickens, Stillwell, Walsh, Cox and Sarofim (the "Pickens Group") violated
Section 10(b) of the Exchange Act by trading in the Company's securities while
failing to disclose material, non-public information regarding the Company and
violated Section 13(d) of the Exchange Act by (i) failing to file a Schedule 13D
with the Commission and (ii) failing to disclose, among other things, the
existence of understandings and arrangements to acquire the Company's stock in
advance of public announcement of material events involving the Company, to
cross-finance each other's purchases, and to improperly utilize their positions
as directors of the Company by causing excessive compensation, perks and
options to be provided to Mr. Pickens in return for insider trading
opportunities that Mr. Pickens provided to the members of the group. The
Counterclaim identified a number of times during late 1994 that Pickens and
other members of the Pickens Group purchased securities of the Company. The
Counterclaim alleged that those transactions constituted insider trading in
violation of securities laws in that they occurred at times when the insiders
knew of, but had not disclosed, the possible sale of the Hugoton assets as well
as discussions that were taking place concerning material extraordinary
transactions involving the Company's assets.

10
<PAGE> 12

The Counterclaim also alleged that all of the Counter-Defendants, as
officers and directors of the Company, breached their fiduciary duty under Texas
law by wrongfully adopting the Rights Plan for the primary purpose of
entrenching the existing Board and management. The Counterclaim alleged that the
Rights Plan has an unreasonably low trigger, chills proxy contests and was
unreasonable in reaction to any threat that could reasonably have been perceived
by the Board at the time of adoption. The Counterclaim seeks to enjoin the
Pickens Group from voting any Shares, acquiring additional Shares and other
relief. The Counterclaim also seeks invalidation of the Rights Plan and seeks
compensatory damages for breach of fiduciary duty and for unlawful trades in
MESA securities.

On August 17, 1995, the Defendants filed an amended answer and amended
Counterclaim. In addition to the foregoing claims, the amended Counterclaim also
alleges that Pickens violated Section 10(b) by purchasing and selling MESA debt
securities while the Company was in the middle of its auction of the Hugoton
assets, but prior to public disclosure of the prospects concerning the auction.

INFORMATION ABOUT THE WASHINGTON/DAVIS GROUP

As of July 31, 1995, Mr. Washington and an affiliate of Mr. Davis owned
3,500,000 and 2,500,000 Shares, or approximately 5.5% and 3.9% of the Shares,
respectively, based on 64,050,009 Shares outstanding as of May 12, 1995, as
reported in the Company's Form 10-Q for the quarter ended March 31, 1995. As of
July 31, 1995, Messrs. Batchelder and Parkinson did not own any Shares. Mr.
Parkinson may be deemed to own 3,800 Shares purchased by his minor son, but
disclaims beneficial ownership of such Shares. Certain additional information
regarding the Washington/Davis Group's and the Nominees' beneficial ownership of
Shares, and the beneficial ownership of certain participants in the
solicitation, is set forth in Schedule II to this Solicitation Statement.

Pursuant to a letter agreement dated as of June 27, 1995, Mr.
Washington and Davis Acquisition agreed to reimburse the other for one-half of
all out-of-pocket expenses (in excess of $25,000) that may be incurred by either
or both of them in connection with actions that either or both of them (or their
representatives) may take in furtherance of the group's purpose after June 19,
1995. Mr. Washington and Davis Acquisition also agreed to use their best efforts
to notify the other in the event either of them intends to engage in any
transaction with respect to the securities of the Company, including purchases
or sales of the Shares. In the event that Mr. Washington and Davis Acquisition
determine as a result of such notification that they both intend either to
purchase or sell any Shares, they have agreed to use their best efforts to
coordinate such transactions in a manner that will result in the least detriment
to their respective interests as shareholders of the Company, which may include
using the same securities broker to effect the transactions on a pro-rata basis.
In the agreement, Mr. Washington and Davis Acquisition confirmed that all
decisions to purchase, sell, hold or vote the Company's securities will be made
by each of them independently and, subject to the foregoing, neither will have
any power or right with respect to purchasing, selling, holding or voting any
securities of the Company held by the other. Either party may terminate the
letter agreement at any time by notifying the other party in writing.

By letter dated July 29, 1994, as amended, Mr. Washington has agreed to
pay BPI, a financial advisory and consulting firm of which Mr. Batchelder is
President, sole shareholder and director, as compensation for the financial
advisory services provided to Mr. Washington, 15% of the profits (through
December 31, 1996) realized by Mr. Washington on his investment in securities of
the Company. In addition, Mr. Washington has agreed to reimburse BPI for its
reasonable and documented out-of-pocket expenses and to indemnify BPI and its
affiliates against all expenses and liabilities with respect to the foregoing.
All of the Shares held by Mr. Washington are subject to this agreement with BPI.

11
<PAGE> 13

By letter dated July 18, 1994, as amended, Davis Companies has agreed
to pay BPI, as compensation for the financial advisory services provided to
Davis Companies, 5% of the profits (through December 31, 1996) realized by Davis
Companies or its affiliates on its investment in securities of the Company
acquired prior to May 17, 1995. In addition, Davis Companies has agreed to
reimburse BPI for its reasonable and documented out-of-pocket expenses and to
indemnify BPI and its affiliates against all expenses and liabilities with
respect to the foregoing. From the inception of such agreement, BPI did not
provide any advice to Davis Companies or its affiliates with respect to
acquiring, holding, voting or disposing of Company securities. Of the Shares
held by the Davis Entities, 2,000,000 Shares purchased prior to May 17, 1995 are
subject to this agreement with BPI. Of the Shares held by John Davis, who is an
officer of Davis Companies, 25,000 Shares purchased prior to May 17, 1995 are
subject to this agreement with BPI.

MATTERS PROPOSED TO BE CONSIDERED AT THE SPECIAL MEETING

The Written Requests are being solicited by and on behalf of the
Washington/Davis Group for the purpose of calling the Special Meeting at which
MESA shareholders would be asked to vote for or approve (i) the removal of the
ten directors currently serving on the Board, (ii) an amendment to the Company's
Bylaws to provide that the Board shall consist of eight directors, which number
may be increased or decreased by the Board, (iii) the election of the eight
Nominees to replace the MESA directors so removed and (iv) to the extent that
the Board, prior to the Special Meeting, has adopted measures that would
contravene the purposes of the foregoing proposals, a resolution that would
rescind such measures. If the Nominees are elected at the Special Meeting, the
Washington/Davis Group expects that the new Board promptly would form a
committee of independent directors, with independent financial and legal
advisors, to consider all alternatives to maximize the value of the Company for
all shareholders. The Nominees also intend to cause the Company to redeem the
Rights issued under the Rights Plan. Any actions taken by the Nominees would be
subject to their fiduciary duties as directors of the Company.

PROPOSAL FOR THE REMOVAL OF INCUMBENT DIRECTORS

The Washington/Davis Group will propose that shareholders vote at the
Special Meeting on a proposal to remove all of the directors serving on the
Board as of the date of the Special Meeting. Currently, the directors are Boone
Pickens, David Batchelder, Paul Cain, John Herrington, Wales Madden, Dorn
Parkinson, Fayez Sarofim, Robert Stillwell and J.R. Walsh, Jr. On August 16,
1995, John L. Cox announced his resignation from the Board. Mr. Cox had served
on the Board since August 1994. Pursuant to the Company's Bylaws, the entire
Board may be removed, with or without cause, by the affirmative vote of a
majority of the outstanding Shares entitled to vote at elections of directors.

PROPOSAL TO AMEND THE BYLAWS

The Washington/Davis Group also will propose that shareholders vote at
the Special Meeting to amend Article III, Section 1 of the Company's Bylaws to
provide that the Board will

12
<PAGE> 14

consist of eight directors, which number may be increased or decreased by
resolution of the Board. Article III, Section 1 of the Company's Bylaws
currently provides that the size of the Board may be increased or decreased by a
resolution of the Board or by the due election of that number of directors by
the Company's shareholders. Under the Texas Act, shareholders would retain the
right to increase or decrease the size of the Board through an amendment to the
Bylaws. Under the current Bylaws, if the Company or a third party were to
propose a large number of nominees for election to the Board then, because of
the application of cumulative voting, the Nominees might not constitute a
majority of the Board, even though holders of a majority of the Shares voting at
the Special Meeting voted for the Nominees. The proposed amendment is designed
to ensure that holders of a majority of the Shares voting at the Special Meeting
are able to elect directors who constitute a majority of the Board.

PROPOSAL FOR THE REPLACEMENT OF INCUMBENT DIRECTORS WITH THE NOMINEES

The Washington/Davis Group also will propose that shareholders elect at
the Special Meeting the Nominees named below as directors of the Company, to
serve until the next Annual Meeting of Shareholders and until their successors
shall have been duly elected and qualified. See "Purpose of the Solicitation"
above for information concerning the Nominees' intention to increase the size of
the Board after the Special Meeting.

The following lists the Nominees, each of whom has consented to serve
as a director of the Company, if elected. The Nominees have furnished to the
Washington/Davis Group the following information concerning their principal
occupations, business addresses and certain other matters. All Nominees are
citizens of the United States.

13
<PAGE> 15

The Nominees

<TABLE>
<CAPTION>
Name Business Address
---- ----------------
<S> <C>
David H. Batchelder Batchelder & Partners, Inc.
4330 La Jolla Village Drive, Suite 200
San Diego, California 92122

Charles C. Cox Lexecon Inc.
332 South Michigan Avenue, Suite 1300
Chicago, Illinois 60604

Michael C. Jensen Graduate School of Business Administration
Harvard University
Soldiers Field Road
Boston, Massachusetts 02163

Leonard Judd 6218 North 47th Street
Phoenix, Arizona 85253

Sy Orlofsky Sy Orlofsky Energy Consulting Corporation
1300 Post Oak Boulevard, Suite 540
Houston, Texas 77056

Dorn Parkinson Washington Corporations
101 International Way
Missoula, Montana 59802

Kurt H. Wulff McDep Associates, Inc.
140 Broadway
New York, New York 10005

James J. Zehentbauer Batchelder & Partners, Inc.
4330 La Jolla Village Drive, Suite 200
San Diego, California 92122
</TABLE>

David H. Batchelder, age 46, has served as the sole shareholder,
President, Secretary and Director of Batchelder & Partners, Inc., a financial
advisory and consulting firm, since 1988, and has served as President, Secretary
and Director of Batchelder Co., the general partner of DHB Partners, L.P., an
investor in acquisition partnerships, since 1988. Mr. Batchelder has served as a
director of the Company since May 17, 1995. Mr. Batchelder is also a director of
each of Kasler Holding Company, MacFrugal's Bargains*Close-outs, Inc. and
Allwaste, Inc. Kasler Holding Company is an affiliate of Mr. Washington.

Charles C. Cox, age 50, has served as Senior Vice President of Lexecon
Inc., a consulting firm that specializes in the application of economics to a
variety of legal and regulatory issues, since October 1989. Mr. Cox served as
Commissioner of the Securities and Exchange Commission from 1983 to 1989. While
serving as Commissioner, Mr. Cox represented the Securities and Exchange
Commission on the executive committee of the International Organization of
Securities Commissions. Mr. Cox also served as Chairman of United Shareholders
Association, a nonprofit organization that advocated shareholder rights and
accountability of corporate officers and directors to shareholders, from 1990 to
1993. United Shareholders Association was formed in 1986 by the Company's
Chairman and Chief Executive Officer, Boone Pickens, for the purpose of
furthering the rights of shareholders.

14
<PAGE> 16

Michael C. Jensen, age 55, has been The Edsel Bryant Ford Professor of
Business Administration at the Graduate School of Business Administration at
Harvard University since July 1989. Professor Jensen currently serves as a
director of Armstrong World Industries, a manufacturer of building products, and
Analysis Group, a management and litigation consulting firm. Professor Jensen is
also President and co-founder of Social Science Electronic Publishing. Professor
Jensen has published extensively on a wide range of corporate, finance and
business-related topics including shareholder rights, corporate management,
corporate governance and the maximization of corporate value.

Leonard Judd, age 56, has served as a consultant for Phelps Dodge
Corporation ("Phelps Dodge"), a major copper mining and manufacturing
corporation since November 1991. Mr. Judd was a director, President and Chief
Operating Officer of Phelps Dodge Mining Company, a division of Phelps Dodge,
from May 1989 to November 1991 and President from 1988 to May 1989. Mr. Judd is
a director of Southwest Gas Corporation, Kasler Holding Company and PriMerit
Bank. Kasler Holding Company is an affiliate of Mr. Washington.

Sy Orlofsky, age 73, has served as the President of Sy Orlofsky Energy
Consulting Corporation, a company that acts as a consultant to investors in
pipeline projects, power stations, refineries and chemical plants, since
December 1994. Mr. Orlofsky has over fifty years of experience in the natural
gas industry and served as the President and Chairman of the Board of Intercon
Gas, Inc., a company that develops and operates natural gas pipeline projects,
from his founding of the company in 1985 until March 1994. Mr. Orlofsky is a
director of Sy Orlofsky Energy Consulting Corporation and TMI Technology, Inc.,
a Canadian company that owns real estate in Canada and develops electric power
stations worldwide.

Dorn Parkinson, age 48, has served as the President of Washington
Corporations since April 1986 and has been employed by Washington Corporations
and its affiliates since 1975. The principal businesses of Washington
Corporations and its affiliates include rail transport, mining, ship berthing,
environmental remediation, interstate trucking and the repair and sale of
machinery and equipment. Mr. Parkinson has served as Chairman of the Board of
Kasler Holding Company, a company primarily engaged in heavy construction and
contract mining, since January 1995 and served as the President and Chief
Operating Officer of Kasler Holding Company from July 1993 to October 1994. Mr.
Parkinson has served as a director of the Company since May 17, 1995. Washington
Corporations and Kasler Holding Company are affiliates of Mr. Washington.

Kurt H. Wulff, age 55, has served as the President and a director of
McDep Associates Inc., an independent firm furnishing research to investors
regarding publicly-traded oil and gas securities, since 1988. Mr. Wulff is also
the sole owner of McDep Associates Inc. Mr. Wulff is a director of National
Association of Petroleum Investment Analysts, an organization of 350 investment
analysts that holds conferences to foster interaction between oil and gas
companies and financial institutions.

James J. Zehentbauer, age 33, has been an executive of Batchelder &
Partners, Inc., a financial advisory and consulting firm, since December 1990
and served as principal accountant of BPI from February 1989 to December 1990.
From 1984 to January 1989, Mr. Zehentbauer was a certified public accountant
with Arthur Andersen & Co., an accounting firm. Mr. Zehentbauer is a director of
MacFrugal's Bargains*Close-outs, Inc.

IF YOU WISH TO HAVE THE OPPORTUNITY TO CONSIDER REPLACEMENT OF THE
PRESENT DIRECTORS WITH A BOARD COMMITTED TO CONSIDERING ALL ALTERNATIVES TO
MAXIMIZE SHAREHOLDER VALUE, PLEASE SIGN, DATE, MARK AND PROMPTLY MAIL THE
ENCLOSED BLUE WRITTEN REQUEST IN THE ENCLOSED ENVELOPE.

Except as disclosed in this Solicitation Statement, none of the
Nominees is a party to any material proceedings in which such Nominee is a party
adverse to the Company.

15
<PAGE> 17

None of the members of the Washington/Davis Group, the Nominees or any
other person who may be deemed a "participant" in this solicitation or any
associate of any of the foregoing persons has any arrangement or understanding
with any person with respect to any future employment by the Company or its
affiliates or with respect to any future transactions to which the Company or
any of its affiliates will or may be a party, other than Messrs. Batchelder and
Parkinson who are entitled to receive compensation paid by the Company to each
director who is not also an employee of the Company or its subsidiaries for
their services as independent directors of the Company. According to the
Company's proxy statement dated April 4, 1995, in 1994, each director who was
not also an employee of the Company or its subsidiaries received compensation of
$20,000.

Mr. Washington and Davis Companies have agreed to reimburse each of the
Nominees for his expenses related to this Solicitation Statement and any
subsequent proxy solicitation related to the Special Meeting and to indemnify
each of them against all expenses and liabilities related to their being a
Nominee and a participant in this solicitation of Written Requests or such other
subsequent proxy solicitation, including liabilities and expenses under the
federal securities laws.

SOLICITATION OF WRITTEN REQUESTS

Written Requests may be solicited by mail, advertisement, telephone,
telecopy and other electronic means and in person. Solicitations may be made by
the members of the Washington/Davis Group, the Nominees and certain officers and
other employees of entities affiliated with the Washington/Davis Group. No such
persons will receive additional compensation for such solicitation. Banks,
brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward solicitation materials to beneficial owners of the Shares
they hold of record, and the Washington/Davis Group will reimburse them for
their customary clerical and mailing expenses incurred by them in mailing these
materials to their customers.

Schedule I contains information about certain members of the
Washington/Davis Group and certain persons who may assist the Washington/Davis
Group in soliciting Written Requests.

The Washington/Davis Group has retained D.F. King for advisory and
solicitation services in connection with this solicitation of Written Requests,
for which D.F. King will be paid a fee of $_____, together with reimbursement
for its reasonable out-of-pocket expenses. The Washington/Davis Group has also
agreed to indemnify D.F. King against certain liabilities and expenses in
connection with its engagement, including certain liabilities under the federal
securities laws. D.F. King will solicit Written Requests from individuals,
brokers, banks, bank nominees and other institutional holders. It is anticipated
that approximately 125 persons will be utilized by D.F. King in its solicitation
efforts. If a Special Meeting is called, it is anticipated that D.F. King will
be retained to solicit proxies in connection with the Special Meeting, and D.F.
King would receive additional compensation for such solicitation.

The entire expense of preparing, assembling, printing and mailing this
Solicitation Statement and the accompanying BLUE Written Request, and the cost
of soliciting Written Requests, will be borne by Messrs. Washington and Davis.
Messrs. Washington and Davis reserve the right, though no final determination
has been made, to seek reimbursement from the Company for these expenses if any
of the Nominees are elected to the Board at the Special Meeting. Such
reimbursement will not be submitted to a vote of the Company's shareholders.

The Washington/Davis Group estimates that total expenditures relating
to this Solicitation Statement will be approximately $__________. To date, the
Washington/Davis Group have spent approximately $__________ of such total
estimated expenditures.

16
<PAGE> 18

SECURITY OWNERSHIP

Schedule II sets forth certain information relating to Shares owned by
the members of the Washington/Davis Group, the Nominees and other persons who
may be deemed to be participants in this solicitation.

Certain information regarding Shares held by the Company's directors,
executive officers and 5% shareholders is contained in the Company's Proxy
Statement dated April 4, 1995 and is incorporated herein by reference. The
Washington/Davis Group assumes no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, the Company's Proxy Statement. The principal
executive offices of the Company are located at 5205 North O'Connor Boulevard,
Suite 1400, Irving, Texas 75039-3746.

17
<PAGE> 19

SCHEDULE I

PARTICIPANTS IN THE SOLICITATION

The following table sets forth the name, business address and present
principal occupation or employment of Messrs. Washington, Davis and certain
officers of Batchelder & Partners, Inc. who may assist in soliciting Written
Requests. See "Matters to be Considered at the Special Meeting" for the name,
business address and present principal occupation or employment of the Nominees.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS DESCRIPTION OF BUSINESS OR
PRESENT PRINCIPAL OCCUPATION

<S> <C>
Dennis R. Washington Mr. Washington's principal occupation is to make and
c/o Washington Corporations hold investments. Mr. Washington is the founder and
101 International Way principal shareholder of Washington Corporations, the
Missoula, Montana 59802 principal business of which is interstate trucking and
the repair and sale of machinery and equipment. Mr. Washington
also is the principal shareholder or partner of entities the
principal businesses of which include rail transportation,
mining, heavy construction, environmental remediation and real estate
development.

Marvin Davis* Marvin Davis' principal occupation is to make and hold
c/o Davis Companies investments. Marvin Davis is the sole director and
2121 Avenue of the Stars President of Davis Companies, the principal business of
Suite 2800 which is to employ key personnel who are furnished to
Los Angeles, California 90067 other affiliated companies.

Joel L. Reed Mr. Reed's principal occupation is as an executive of
c/o Batchelder & Partners, Inc. BPI, a financial advisory and consulting firm.
4330 La Jolla Village Drive
Suite 200
San Diego, California 92122

Kathy Scott Ms. Scott's principal occupation is as the Controller
c/o Batchelder & Partners, Inc. of BPI, a financial advisory and consulting firm.
4330 La Jolla Village Drive
Suite 200
San Diego, California 92122
</TABLE>

* Marvin Davis is the sole director and President of Davis Companies. Davis
Companies is the sole general partner of Davis Acquisition, L.P., a California
limited partnership. The Marvin Davis and Barbara Davis Revocable Trust (the
"Davis Trust") is a trust established under California law and is the sole
shareholder of Davis Companies. Marvin Davis is the sole trustee of the Davis
Trust. The address of each of the Davis Trust and Davis Acquisition is c/o Davis
Companies 2121 Avenue of the Stars, Suite 2800, Los Angeles, California 90067.

18
<PAGE> 20

SCHEDULE II

BENEFICIAL OWNERSHIP OF SHARES BY
PARTICIPANTS IN THE SOLICITATION

As of July 31, 1995, Dennis R. Washington was the beneficial owner of
3,500,000 Shares (representing approximately 5.5% of the 64,050,009 Shares
outstanding as of May 12, 1995, as reported in the Company's Form 10-Q for the
quarter ended March 31, 1995). All of such Shares were purchased by Mr.
Washington in open market transactions. All transactions entered into by Mr.
Washington with respect to the Shares within the past two years are set forth
below. All transactions involved purchases of Shares on the New York Stock
Exchange.

<TABLE>
<CAPTION>
TRANSACTION DATE NUMBER OF SHARES
<S> <C>
7/22/94 331,000
7/25/94 634,400
7/26/94 459,900
7/27/94 474,500
7/28/94 193,100
7/29/94 378,100
8/1/94 140,000
8/2/94 5,900
8/3/94 51,600
8/9/94 25,000
8/11/94 30,000
12/5/94 10,200
12/7/94 90,000
12/29/94 4,900
12/30/94 17,800
1/4/95 5,000
1/5/95 2,500
1/16/95 1,000
6/20/95 171,300
6/21/95 153,200
6/22/95 37,200
6/23/95 138,300
6/26/95 145,100
</TABLE>

As of July 31, 1995, the Davis Entities owned 2,500,000 Shares
(representing approximately 3.9% of the 64,050,009 Shares outstanding as of May
12, 1995, as reported in the Company's Form 10-Q for the quarter ended March 31,
1995). All of such Shares initially were purchased by an affiliate in open
market transactions and in June 1995 were transferred to Davis Acquisition at
cost. As of July 31, 1995, John Davis, who is an officer of Davis Companies,
owned an aggregate of 35,000 Shares purchased in open market transactions.
Marvin Davis is the father of John Davis. All

19
<PAGE> 21
transactions entered into by the Davis Entities and John Davis with respect to
the Shares within the past two years are set forth below. All transactions
involved purchases (sales) on the New York Stock Exchange.

<TABLE>
<CAPTION>
TRANSACTION DATE NUMBER OF SHARES
<S> <C>
7/8/94 126,800
7/11/94 23,200
7/13/94 100,000
7/25/94 (250,000)
8/3/94 625,300
8/4/94 218,500
8/5/94 239,300
8/8/94 882,500
8/9/94 213,300
8/10/94 68,800
8/11/94 252,300
8/12/94 (500,000)
11/8/94 (50,000)
11/11/94 (450,000)
12/27/94 298,700
12/28/94 201,300
2/23/95 15,000*
5/12/95 10,000*
6/20/95 171,400
6/21/95 153,100
6/22/95 37,300
6/23/95 138,200
6/26/95 10,000*
</TABLE>

- -------------------------
* Represents Shares acquired by John Davis.

Kurt H. Wulff sold 10,000 Shares on January 4, 1994 which were
purchased more than two years ago. As of July 31, 1995, Mr. Wulff did not own
any Shares. Dorn Parkinson's minor son purchased 3,800 Shares on June 28, 1994
in an open market transaction. Michael C. Jensen owns 1,500 Shares which were
purchased in open market transactions as follows: 500 Shares were purchased on
each of June 3, 1994, June 8, 1994 and June 14, 1994.

Except as otherwise set forth in this Solicitation Statement, none of
the members of the Washington/Davis Group, the Nominees or any other person who
may be deemed a "participant" in this solicitation or any associate of any of
the foregoing persons is the direct or indirect beneficial or record owner of
any securities of the Company or of any parent or subsidiary of the Company.
Furthermore, except as otherwise set forth in this Solicitation Statement, none
of such persons has purchased or sold any securities of the Company within the
past two years, borrowed any funds for the purpose of acquiring or holding any
securities of the Company or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to any
securities of the Company, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
There have not been any transactions since the beginning of the Company's last
fiscal year and there is not any currently proposed transaction to which the
Company or any of its subsidiaries

20
<PAGE> 22

was or is a party, in which any member of the Washington/Davis Group, the
Nominees or any other person who may be deemed a "participant" in this
solicitation or any associate or immediate family member of any of the foregoing
persons had or will have a direct or indirect material interest.

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<PAGE> 23

SCHEDULE III

SUMMARY DESCRIPTION OF RIGHTS PLAN

On July 6, 1995, the Board declared a dividend of one right to purchase
preferred stock ("Right") for each outstanding Share to shareholders of record
at the close of business on July 17, 1995. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-hundredth of a
share (a "Fractional Share") of Series A Junior Participating Preferred Stock,
par value $.01 per share, at a purchase price of $15 per Fractional Share,
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement dated as of July 6, 1995 entered into between the Company and
a rights agent (the "Rights Agreement").

Initially, the Rights will be attached to all certificates representing
outstanding Shares, and no separate certificates for the Rights will be
distributed. The Rights will separate from the Shares and a "Distribution Date"
will occur upon the earlier of (a) ten days following a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 10% or
more of the outstanding Shares, or (b) ten business days following the
commencement of a tender offer or exchange offer that would result in a person's
becoming an Acquiring Person. In certain circumstances, the Distribution Date
may be deferred by the Board. Certain inadvertent acquisitions will not result
in a person's becoming an Acquiring Person if the person promptly divests itself
of sufficient Shares. If, at the time of the adoption of the Rights Agreement,
any person or group of affiliated or associated persons is the beneficial owner
of 10% or more of the Shares then outstanding, such person shall not become an
Acquiring Person unless and until such time as (i) such person or group shall
purchase or otherwise become the beneficial owner of more than 100,000
additional Shares (less any Shares referred to in clause (ii)) or (ii) any other
person or persons who is or are the beneficial owner of an aggregate of more
than 100,000 Shares (less any Shares referred to in clause (i)) shall become
affiliated or associated with such person and as a result of either clause (i)
or (ii), such person or group is the beneficial owner of 10% or more of the
Shares then outstanding.

The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 31, 1996, unless earlier redeemed or
exchanged by the Company as described below.

All Shares issued prior to the Distribution Date will be issued with
Rights. Shares issued after the Distribution Date in connection with certain
employee benefit plans or upon conversion of certain securities will be issued
with Rights. Except as otherwise determined by the Board, no other Shares issued
after the Distribution Date will be issued with Rights.

In the event (a "Flip-In Event") that a person becomes an Acquiring
Person except pursuant to a Permitted Offer (as hereinafter defined), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, a number of Shares (or, in certain circumstances, cash, property or
other securities of the Company) having a current market price equal to two
times the exercise price of the Right. Notwithstanding the foregoing, following
the occurrence of any Flip-In Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by or
transferred to any Acquiring Person (or by certain related parties) will be null
and void in the circumstances set forth in the Rights Agreement. However, Rights
are not exercisable following the occurrence of any Flip-In Event until such
time as the Rights are no longer redeemable by the Company as set forth below.

The term "Permitted Offer" means a tender offer or an exchange offer
commenced on or after September 30, 1995 by a bidder for all outstanding Shares
(i) that remains open for at least 50 business days; (ii) pursuant to which the
bidder together with its affiliates and associates becomes the beneficial owner
of 51% of the outstanding Shares immediately upon completion of such offer;
(iii) if

22
<PAGE> 24

and to the extent the consideration offered is cash, states that the bidder has
obtained written financing commitments from recognized financing sources, and/or
has on hand cash or cash equivalents, for the full amount of all financing
necessary to consummate such tender offer and pay all related fees and expenses
(but not including repayment of the Company's long-term debt); (iv) if all or
part of the consideration offered is securities, offers a security that is to be
issued by an entity that has a consolidated net worth at least equal to that of
the Company and its consolidated subsidiaries as of June 30, 1995; and (v)
states that as promptly as practicable following the completion of such offer,
the bidder will propose and seek to consummate a merger of the Company with the
bidder (or a subsidiary thereof) in which each Share not then owned by the
bidder will be converted into the same form and amount of consideration per
Share as that paid in such offer. In order to satisfy the requirements of clause
(i) of this definition, if the nature or amount of the consideration offered in
such offer is changed after the offer is commenced, the offer must remain open
for at least 50 business days from the date of such change; provided that the
requirement of this sentence shall not apply (a) if the consideration is
increased after the offer is commenced to an amount that equals or exceeds in
value the consideration offered in any other tender offer or exchange offer for
Shares that is open at the time such increase is made and (b) such consideration
is not thereafter reduced.

For example, at an exercise price of $15 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $30
worth of Shares (or other consideration, as noted above), based upon their then
current market price, for $15. Assuming that the Shares had a current market
price of $5 per share at such time, the holder of each valid Right would be
entitled to purchase 6 Shares for $15.

In the event (a "Flip-Over Event") that, at any time from and after the
time an Acquiring Person becomes such, (i) the Company is acquired in a merger
or other business combination transaction (other than certain mergers that
follow a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a current market price equal to two times the exercise price of
the Right.

At any time until ten days following the date of public announcement of
the occurrence of a Flip-In Event, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right, payable, at the option of the
Company, in cash, Shares or such other consideration as the Board may determine.
Under certain circumstances set forth in the Rights Agreement, the decision to
redeem shall require the concurrence of a majority of the Continuing Directors.
Immediately upon the effectiveness of the action of the Board ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.

The term "Continuing Director" means any member of the Board, while
such Person is a member of the Board, who is not an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or a nominee or representative of
an Acquiring Person or of any such affiliate or associate, if (i) such Person
was a member of the Board prior to the time a Person becomes an Acquiring Person
or (ii) such Person's nomination for election or election to the Board is
recommended or approved by a majority of the then Continuing Directors.

At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the Shares then
outstanding, the Company (with the concurrence of a majority of the Continuing
Directors) may exchange the Rights (other than Rights owned by an Acquiring
Person or an affiliate or an associate of an Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one Share, and/or
other equity securities deemed to have the same value as one Share, per Right,
subject to adjustment.

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<PAGE> 25

Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board (in certain circumstances, with the
concurrence of the Continuing Directors) as long as the Rights are redeemable.
Thereafter, the provisions of the Rights Agreement may be amended by the Board
(in certain circumstances, with the concurrence of the Continuing Directors) in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not materially adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment to
lengthen the time period governing redemption shall be made at such time as the
Rights are not redeemable.

24
<PAGE> 26

IMPORTANT

Your Written Request is important. No matter how many Shares you own,
the Washington/Davis Group urges you to request to call a Special Meeting by:

SIGNING the enclosed BLUE Written Request,

DATING the enclosed BLUE Written Request,

MARKING the enclosed BLUE Written Request, and

MAILING the enclosed BLUE Written Request TODAY in the envelope
provided (no postage is required if mailed in the United States).

- --------------------------------------------------------------------------------

IF YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO EXPRESS YOUR
VIEWS AT A SPECIAL MEETING, THE WASHINGTON/DAVIS GROUP URGES YOU TO SIGN, DATE
AND PROMPTLY MAIL THE BLUE WRITTEN REQUEST. SIGNING A WRITTEN REQUEST WILL NOT
AFFECT YOUR ABILITY TO VOTE FOR OR AGAINST ANY PROPOSALS PRESENTED AT THE
SPECIAL MEETING. YOUR PARTICIPATION IS IMPORTANT, PLEASE ACT TODAY.

- --------------------------------------------------------------------------------

If you have any questions or require any additional information
concerning the Written Request or this Solicitation Statement, please contact:

--------------------------
D.F. KING & CO., INC.
--------------------------

77 Water Street
20th Floor
New York, New York 10005

25
<PAGE> 27

PRELIMINARY COPY

APPENDIX A

[FRONT OF WRITTEN REQUEST]

WRITTEN REQUEST OF SHAREHOLDER OF MESA INC.
TO CALL A SPECIAL MEETING

SOLICITED BY DENNIS R. WASHINGTON, MARVIN DAVIS
AND CERTAIN ENTITIES AFFILIATED WITH MARVIN DAVIS,
DAVID H. BATCHELDER AND DORN PARKINSON
(THE "WASHINGTON/DAVIS GROUP")

The undersigned is the record holder of shares of common stock, par
value $.01 (the "Shares"), of MESA Inc. (the "Company"). Pursuant to Article
2.24C of the Texas Business Corporation Act (the "Texas Act") and the Company's
Articles of Incorporation, the undersigned hereby requests a special meeting of
the shareholders of the Company (the "Special Meeting"), on the date to be fixed
as specified below, for the following purposes:

1. To consider and vote upon the removal of all of the directors
serving on the Board as of the date of the Special Meeting;

2. To amend the Company's Bylaws to provide that the Board shall
consist of eight directors, which number may be increased or decreased by the
Board; and

3. To consider and vote upon the election of eight Washington/Davis
Group nominees to replace the MESA directors so removed, who shall include David
H. Batchelder, Charles C. Cox, Michael C. Jensen, Leonard Judd, Sy Orlofsky,
Dorn Parkinson, Kurt H. Wulff and James J. Zehentbauer.

To the extent that the Board has, prior to the Special Meeting, adopted
measures that would contravene or impede the purposes of the foregoing
proposals, the purposes for calling the Special Meeting also will be to consider
and vote upon a resolution that would rescind such measures.

SIGNING A WRITTEN REQUEST WILL NOT AFFECT YOUR ABILITY TO VOTE
FOR OR AGAINST ANY PROPOSALS PRESENTED AT THE SPECIAL MEETING!

The undersigned hereby authorizes the Washington/Davis Group to deliver
this Written Request to the Company and/or to call a Special Meeting, in
accordance with the provisions of Article 2.24 of the Texas Act, as reflected in
the Notice of such Special Meeting delivered to the Secretary in conjunction
with this Written Request. The Company's Board of Directors is hereby directed,
in accordance with Article II, Section 5 of the Company's Bylaws, to set the
record date for determining the shareholders entitled to vote at the Special
Meeting in accordance with the Texas Act and in compliance with the Notice of
the Special Meeting. The appropriate officers and directors of the Company are
also hereby directed to take any and all other action which may be necessary or
appropriate to call the Special Meeting, deliver notice of such Special Meeting
to the shareholders of the Company and otherwise effectuate the purposes and
intent of this Written Request.

(Continued on reverse side)

26
<PAGE> 28

This Written Request relates to all Shares of the Company held of
record by the undersigned. This Written Request will remain in effect and may be
delivered to the Company by the Washington/Davis Group at any time, unless
previously revoked.

This Written Request authorizes the Washington/Davis Group to sign a
Notice on behalf of such shareholder.

(Please Sign, Date and Mark on Reverse Side)

(REVERSE OF WRITTEN REQUEST)

---------------------------------
REQUEST TO CALL SPECIAL MEETING

FOR AGAINST ABSTAIN
---- ---- ----
---------------------------------

IF NOTHING IS MARKED ABOVE, THIS WRITTEN REQUEST WILL BE DEEMED TO BE A WRITTEN
REQUEST "FOR" THE SPECIAL MEETING.

Dated: , 1995
----------------------------------------------------

--------------------------------------------------------------------
(Signature)

--------------------------------------------------------------------
(Signature if jointly held)

Title:
-----------------------------------------------------------

Please sign exactly as name appears herein. When shares are held by
joint tenants, both should sign; when signing as an attorney, executor,
administrator, trustee, guardian, corporate officer or partner, please
give full title as such. If a corporation, sign in full corporate name
by President or other authorized officer. If a partnership, sign in
partnership name by authorized partner.

PLEASE SIGN, DATE, MARK AND PROMPTLY MAIL IN THE ACCOMPANYING ENVELOPE.

THE WASHINGTON/DAVIS GROUP URGES YOU TO HELP CALL A SPECIAL MEETING