SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 1995
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MESA INC.
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(Exact name of registrant as specified in its charter)
Texas 1-10874 75-2394500
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1400 Williams Square West
5205 North O'Connor Boulevard
Irving, Texas 75039
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 214/444-9001
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Item 5. Other Events
On July 20, 1995, the Board of Directors of MESA Inc. (the "Company")
amended the Rights Agreement dated as of July 6, 1995 (as amended, the
"Rights Agreement") between the Company and American Stock Transfer and
Trust Company, as Rights Agent. The amendment amended the definition of the
term "Permitted Offer" to reduce the percentage of the outstanding shares of
Common Stock that the bidder together with its Affiliates and Associates
(each as defined) must beneficially own immediately upon completion of such
offer for it to be considered a Permitted Offer from 75% to 51%, and to
clarify that the conditions to a Permitted Offer must be satisfied both at
and after the commencement thereof.
A copy of Amendment No. 1 to the Rights Agreement has been filed with
the Securities and Exchange Commission as an exhibit to an Amendment to
Registration Statement on Form 8-A. A copy of Amendment No. 1 to the Rights
Agreement is available free of charge from the Company and the Rights Agent.
This summary description of the amendment does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement (as
amended), which is incorporated herein by reference.
A copy of Amendment No. 1 to the Rights Agreement has been filed with
the Securities and Exchange Commission as an exhibit to this Report on Form
8-K. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement (as
amended), which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.1 Amendment No. 1 to the Rights Agreement dated as of July 20,
1995 between MESA Inc. and American Stock Transfer and Trust Company, as
Rights Agent.
<PAGE>
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MESA INC.
Date: August 1, 1995 By: /s/ Stephen K. Gardner
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Stephen K. Gardner
Vice President and Chief Financial
Officer
EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
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This Amendment, dated as of July 20, 1995 (the "Amendment"), is between
MESA Inc., a Texas corporation (the "Company"), and American Stock Transfer
and Trust Company (the "Rights Agent"),
W I T N E S S E T H:
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WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of July 6, 1995 (the "Agreement"); and
WHEREAS, pursuant to Section 27 of the Agreement, the Company and the
Rights Agent desire to amend the Agreement set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendments to Section 1.
(a) The definition of "Permitted Offer" is amended to read in its
entirety as follows:
"Permitted Offer" shall mean a tender offer or an exchange offer
commenced on or after September 30, 1995 by a bidder for all outstanding
shares of Common Stock (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 of
Common Stock immediately upon completion of such offer; (iii) if 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; (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 of Common Stock 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 of Common Stock that is
open at the time such increase is made and (b) such consideration is not
thereafter reduced. In order to satisfy the requirements of clauses (iii),
(iv) and (v) of this definition, the offer must satisfy such requirements at
and after the commencement thereof.
Section 2. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.
Section 3. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Texas and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
Section 4. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
Section 5. Effect of Amendment. Except as expressly modified herein,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
MESA INC.
By: /s/ Stephen K. Gardner
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Name: Stephen K. Gardner
Title: Vice President and Chief
Financial Officer
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
