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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MESA INC.
(Name of Registrant as Specified In Its Charter)
MESA INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6()(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 (set forth the amount on which the
filing fee is calculated and state how it was determined).
________________________________________________________________________
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:
$125.00
________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
Schedule 14A
________________________________________________________________________
3) Filing Party:
MESA Inc.
________________________________________________________________________
4) Date Filed:
April 29, 1996
________________________________________________________________________
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[MESA LOGO]
June 4, 1996
Dear Stockholder:
At 10 a.m. on Tuesday, June 25, 1996, MESA will conduct a special
stockholders' meeting to vote on the issuance of $265 million in new equity,
part of a comprehensive recapitalization plan recommended by a majority of
MESA's Board of Directors.
We have heard from a number of stockholders with questions about the
major issues to be voted on at that meeting. On the reverse is a summary of
those questions, along with our responses.
We hope you find the information useful and informative, and that you
will return the enclosed proxy card as quickly as possible.
Sincerely,
[BOONE PICKENS SIG]
------------------------------------
Boone Pickens
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SELECTED QUESTIONS AND ANSWERS ABOUT MESA'S
JUNE 25 SPECIAL STOCKHOLDERS' MEETING
1. WHAT AM I BEING ASKED TO VOTE UPON?
MESA is asking stockholders to approve the issuance of $265 million in new
convertible preferred stock. The preferred stock sale is the focal point of a
comprehensive recapitalization plan proposed by the company. A partnership
controlled by Richard Rainwater has pledged to purchase $133 million of the
shares in the proposed equity offering and to purchase any stock not acquired
by MESA stockholders in a $132 million rights offering. MESA stockholders will
be able to purchase the new stock at the same $2.26 per share price as the
Rainwater group. The equity issuance is the cornerstone of MESA's
recapitalization plan. If approved, MESA plans to repay debt with the proceeds
and refinance the balance at lower interest rates.
In addition, MESA also is asking for stockholder approval of a 1-for-4 reverse
stock split.
2. WHY IS THIS A GOOD DEAL FOR MESA AND FOR ME?
MESA's $1.2 billion debt restricts the growth potential of the company.
Completion of the recapitalization program will improve MESA's financial
condition by:
1) Reducing total debt by about $360 million
2) Reducing annual cash interest expense by about $75 million
3) Extending debt maturities
4) Resolving liquidity concerns
MESA's ability to compete in the oil and gas industry will improve because of
increased cash flow available for exploration, development and acquisitions.
Further, the recapitalization plan will enhance MESA's ability to attract
capital. Such growth would benefit all shareholders.
3. I'M BEING ASKED TO VOTE ON THREE SEPARATE PROPOSALS. WHAT DOES EACH
ACCOMPLISH?
Proposals 1 and 2 are critical elements of the recapitalization plan and
approval of both is required for the recapitalization to proceed. Approval of
Proposal 1 authorizes MESA to issue and sell up to $265 million in new stock to
the Rainwater partnership. Proposal 2 will enable MESA to amend its Articles of
Incorporation to allow the new stock issue.
Proposal 3 is a 1-for-4 reverse stock split. The reverse stock split will
increase the price of a share of common stock by decreasing the total number of
shares outstanding. The reverse stock split will not change a holder's
proportionate ownership interest in MESA. A higher share price should make
MESA's stock more attractive to investors and brokers who generally avoid, or
are not permitted to purchase, lower-priced stocks. The holdings of all
stockholders (including the new preferred) would be adjusted for the split on
the same 1-for-4 basis.
THE MAJORITY OF MESA'S BOARD OF DIRECTORS URGES
STOCKHOLDERS TO VOTE FOR EACH PROPOSAL
(IF YOU HAVE ANY OTHER QUESTIONS, OR REQUIRE FURTHER ASSISTANCE, PLEASE CONTACT
OUR PROXY SOLICITOR, MORROW & CO., INC., AT 1-800-566-9061.)
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PROXY PROXY
MESA INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF
STOCKHOLDERS
TO BE HELD JUNE 25, 1996
The undersigned stockholder hereby appoints Stephen K. Gardner and William D.
Ballew, jointly and severally, proxies, with full power of substitution, to
vote, as specified below, all shares of MESA Inc. (the "Company") that the
undersigned is entitled to vote at the Special Meeting of Stockholders of the
Company to be held at The Fairmont Hotel, Dallas, Texas, at 10 a.m. on Tuesday,
June 25th, 1996, or any adjournment or postponement thereof (the "Special
Meeting"), and directs said proxies to vote as instructed on the matters set
forth below AND OTHERWISE AT THEIR DISCRETION. Receipt of a copy of the Notice
of the Special Meeting and the accompanying Proxy Statement is hereby
acknowledged. This proxy revokes all prior proxies given by the undersigned.
Please sign EXACTLY as name(s)
appears hereon, and in signing as
Attorney,
Administrator, Guardian, Trustee or
Corporate Officer, please add your
title as such.
Signature___________________________
Title_______________________________
Date___________________1996
<PAGE> 5
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1, PROPOSAL 2 AND PROPOSAL
3 SET FORTH BELOW.
Proposal 1. Approve the issuance and sale of a minimum of approximately 58.8
million shares and a maximum of approximately 117.3 million shares of Series B
8% Cumulative Convertible Preferred Stock to DNR-MESA Holdings, L.P., on the
terms and subject to the conditions set forth in the Stock Purchase Agreement
dated April 26, 1996, between the Company and DNR-MESA Holdings, L.P.
/ / FOR / / AGAINST / / ABSTAIN
Proposal 2. Approve an amendment to the Company's Amended and Restated Articles
of Incorporation to (i) increase the authorized shares of Common Stock to 600
million, (ii) increase the authorized shares of Preferred Stock to 500 million
and (iii) permit the taking of action by written consent of the holders of any
series of Preferred Stock if and to the extent provided in the resolution of the
Board of Directors establishing any such series.
/ / FOR / / AGAINST / / ABSTAIN
Proposal 3. Approve an amendment of the Company's Amended and Restated Articles
of Incorporation to (i) effect a one-for-four reverse stock split of the
outstanding shares of Common Stock, (ii) reduce the authorized shares of Common
Stock to 150 million and (iii) reduce the authorized shares of Preferred Stock
to 125 million.
/ / FOR / / AGAINST / / ABSTAIN
NONE OF THE PROPOSALS WILL BE IMPLEMENTED UNLESS BOTH PROPOSAL ONE AND PROPOSAL
TWO ARE APPROVED. HOWEVER, THE IMPLEMENTATION OF PROPOSALS ONE AND TWO IS NOT
CONDITIONED UPON THE APPROVAL OF PROPOSAL THREE . THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. WHERE NO VOTE IS
SPECIFIED FOR A PROPOSAL, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL . THE
INDIVIDUALS NAMED HEREIN ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER
MATTERS THAT PROPERLY COME BEFORE THE SPECIAL MEETING.
