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Contact: Michael Sitrick
Jeffrey Lloyd
Sitrick And Company
(310) 788-2850
FOR IMMEDIATE RELEASE
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DENNIS WASHINGTON/DAVIS COMPANIES FILE SUIT AGAINST MESA ALLEGING SECURITIES LAW
VIOLATIONS, UNDISCLOSED ARRANGEMENTS AMONG PICKENS, CERTAIN MESA DIRECTORS UNDER
WHICH STOCK WAS ACQUIRED; CHALLENGE "POISON PILL" AS BREACH OF FIDUCIARY DUTY
AUGUST 8, 1995 -- MISSOULA, MT AND LOS ANGELES, CA -- Dennis R. Washington
and Davis Companies announced today that they had filed suit in U.S. District
Court in Texas against MESA Inc., Boone Pickens and seven other MESA directors
alleging violations of federal securities laws and challenging the Board's
recent adoption of a "Poison Pill" Rights Plan as a breach of fiduciary duty.
The suit contends that there have been and are undisclosed arrangements
among Pickens, who is Chairman and CEO of MESA, and certain other directors,
pursuant to which they have acted together to acquire MESA stock in advance of
public announcement of material events involving MESA. The complaint alleges
that during late 1994 certain of the defendants violated the federal securities
laws by purchasing MESA shares while in possession of material, non-public
information which they obtained pursuant to these arrangements.
It also contends that the Board's adoption of the "Poison Pill" Rights
Plan was a breach of fiduciary duty and inconsistent with Texas law. The
complaint asserts that the
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"Poison Pill" has an unreasonably low "trigger" of 10 percent, chills proxy
contests and was an unreasonable reaction to any threat that could reasonably
have been perceived by MESA's Board at the time the "Poison Pill" was adopted.
The suit asks the Court to invalidate the "Poison Pill."
The Washington/Davis group previously has announced its intention to seek
to call a special meeting of MESA shareholders for the purpose of removing the
existing MESA Board and electing eight 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 "Poison Pill."
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Dennis R. Washington, Marvin Davis and entities affiliated with Mr. Davis (the
"Davis Entities"), David H. Batchelder, Dorn Parkinson (together, the
"Washington/Davis Group"), the individuals (the "Nominees") to be nominated for
election to the Board of Directors of MESA Inc. by the Washington/Davis Group
and certain officers of Batchelder & Partners, Inc., Joel L. Reed and Kathy
Scott, may be deemed to be participants in the solicitation of written requests
as that term is defined in Rule 14a-11(b) of the Securities Exchange Act of
1934, as amended. As of July 31, 1995, Mr. Washington beneficially owned
3,500,000 shares of MESA's common stock ("Shares"). As of July 31, 1995, the
Davis Entities beneficially owned 2,500,000 Shares. As of July 31, 1995, neither
Mr. Batchelder nor Mr. Parkinson owned any securities of MESA, however, Mr.
Parkinson's minor son beneficially owned 3,800 Shares. Messrs. Batchelder and
Parkinson currently are directors of the Company. The Nominees are David H.
Batchelder, Charles C. Cox, Michael C. Jensen, Leonard Judd, Sy Orlofsky, Dorn
Parkinson, Kurt H. Wulff and James J. Zehentbauer. As of July 31, 1995, Mr.
Jensen beneficially owned 1,500 Shares. Except as set forth herein, none of the
persons who may be deemed to be participants in the solicitation of written
requests has any interest, direct or indirect, by security holdings or
otherwise, in connection with such solicitation.
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