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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
MESA Inc.
__________________
(Name of issuer)
Common Stock, $.01 Par Value
____________________________
(Title of class of securities)
590911103
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(CUSIP number)
Dennis R. Washington Marvin Davis
c/o Washington Corporations Davis Companies
101 International Way 2121 Avenue of the Stars, Suite 2800
Missoula, Montana 59807 Los Angeles, California 90067
(406) 523-1300 (310) 551-1470
David H. Batchelder Dorn Parkinson
Batchelder & Partners, Inc. c/o Washington Corporations
4330 La Jolla Village Drive, 101 International Way
Suite 200 Missoula, Montana 59807
San Diego, California 92122 (406) 523-1300
(619) 456-6655
_________________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
Scott R. Haber Kendall R. Bishop
Latham & Watkins O'Melveny & Myers
505 Montgomery Street, Suite 1900 1999 Avenue of the Stars, 7th Floor
San Francisco, California 94111 Los Angeles, California 90067
(415) 391-0600 (310) 553-6700
July 6, 1995
_________________________________________________________
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: [ ]
Page 1 of 6 Pages
Exhibit Index is on Page 4
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This Amendment No. 1 to Schedule 13D is being filed on behalf of the
undersigned Reporting Persons to amend the Schedule 13D filed June 29, 1995
(the "Schedule 13D"), relating to the common stock, par value $.01 per share
(the "Shares"), of MESA Inc., a Texas corporation (the "Company"). Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the same meanings as set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
In response to the refusal of the Company's Board of Directors to
appoint a committee of independent directors to explore all alternatives
to maximize the value of the Company for all shareholders, the Reporting Persons
announced on July 6, 1995 that they will 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.
A copy of the press release disclosing the above information is filed
herewith as Exhibit 2 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 Joint Filing Agreement (incorporated by reference to the Schedule 13D
filed June 29, 1995)
Exhibit 2 Press Release dated July 6, 1995 of Dennis R. Washington and Marvin
Davis
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SIGNATURE
---------
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 7, 1995
/s/ Dennis R. Washington
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Dennis R. Washington
/s/ David H. Batchelder
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David H. Batchelder
/s/ Dorn Parkinson
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Dorn Parkinson
Davis Acquisition, L.P.
By: Davis Companies
Its: General Partner
By: /s/ Marvin Davis
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Name: Marvin Davis
Its: President
Davis Companies
By: /s/ Marvin Davis
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Name: Marvin Davis
Its: President
Marvin and Barbara Davis
Revocable Trust
By: /s/ Marvin Davis
-------------------------
Name: Marvin Davis
Its: Trustee
/s/ Marvin Davis
-----------------------------
Marvin Davis
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EXHIBIT INDEX
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Exhibit 1 Joint Filing Agreement (incorporated by
reference to the Schedule 13D filed
June 29, 1995)
Exhibit 2 Press Release dated July 6, 1995 of
Dennis R. Washington and Marvin Davis
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EXHIBIT 1
News Release
- ------------ Contact: Michael Sitrick
SITRICK AND COMPANY, INC. Anne DeWolfe
LOS ANGELES/NEW YORK Sitrick And Company
(310) 788-2850
WASHINGTON/DAVIS ANNOUNCE PLANS TO CALL SPECIAL MEETING OF MESA SHAREHOLDERS FOR
PURPOSE OF ELECTING A MAJORITY OF DIRECTORS COMMITTED TO MAXIMIZING SHAREHOLDER
VALUE
MISSOULA, MT AND LOS ANGELES, CA -- JULY 6, 1995 -- Dennis R. Washington
and Marvin Davis today said that, in light of the refusal of MESA Inc.'s Board
to appoint a committee of independent directors -- with independent advisors --
to explore all alternatives to enhance shareholder value, the Washington/Davis
Group will seek to call a special meeting of MESA Inc. shareholders for the
purpose of electing a majority of directors who would be committed to exploring
all ways to maximize shareholder value.
At its board meeting today, MESA's board accepted management's
recommendation that the company begin to review sale or merger opportunities
simultaneous to the pursuit of its restructuring program. The Board also
adopted a poison pill restricting stock ownership above 10%.
MESA Inc.'s charter provides that shareholders aggregating 20% of the
outstanding shares can call a special meeting to remove and elect directors.
Messrs. Washington and Davis collectively own 9.4% of the company's outstanding
shares.
A Washington/Davis spokesman stated, "On June 29, the Washington/Davis
group urged MESA's board to form a committee consisting of all of the company's
independent directors -- with independent financial and legal advisors -- to
explore all options to enhance the value of the
1
1875 Century Park East, Suite 950
Los Angeles, CA 90067
(310) 788-2850 Fax: (310) 788-2855
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company for its shareholders. We stated at that time, that if the board did not
act promptly to form an independent committee, we would seek to call a special
meeting of shareholders to elect a majority of directors.
"As recently as two weeks ago, MESA's chairman, Boone Pickens, publicly
stated that the company was not for sale," he continued. "In a letter published
on June 26, 1995 in The Wall Street Journal, Mr. Pickens wrote, "While David
(Batchelder - a MESA Board member) is quoted advocating that MESA begin a review
of merger or sell-out possibilities, MESA's Board rejected that proposal. Later
in the letter he stated, "it hardly makes sense that it is time to sell the
entire company.'
"All we're asking is that the board appoint an independent committee that
can honestly and faithfully explore all alternatives, without regard to such
personal issues as change of control...Find out what the possibilities are and
then make the decision. We don't believe it is wise or prudent to pre-judge the
outcome before you have stated the process," the spokesman continued.
The Washington/Davis Group said that preparations would begin immediately
for the calling of the special meeting.
As previously reported, Dennis R. Washington owns 3.5 million shares or
5.5% of MESA'S common stock and Marvin Davis owns 2.5 million shares or 3.9% of
MESA's stock.
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