<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
SCHEDULE 13D
(Amendment No. 7)
Under the Securities Exchange Act of 1934
MESA Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class and Securities)
590911103
(CUSIP Number of Class of Securities)
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
Joel L. Reed Dorn Parkinson
Batchelder & Partners, Inc. c/o Washington Corporations
4330 La Jolla Village Drive, Suite 200 101 International Way
San Diego, California 92122 Missoula, Montana 59807
(619) 456-6655 (406) 523-1300
-------------------------------------------------------
(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
April 22, 1996
(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
schedule because of Rule 13D-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this Statement: [ ]
(continued on following pages)
Page 1 of 10
<PAGE> 2
- ----------------------------------
CUSIP No. 590911103 Page 2 of 10 Pages
- ----------------------------------
(1) NAME OF REPORTING PERSON ______________________________________________
DAVIS ACQUISITION, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /x/
(b) / /
(3) SEC USE ONLY __________________________________________________________
(4) SOURCE OF FUNDS _______________________________________________________
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
_______________________________________________________
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
: ____________________________
: (8) SHARED VOTING POWER
Number Of Shares : 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
Beneficially Owned : ____________________________
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:_____________________________
:(10) SHARED DISPOSITIVE POWER
: 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,562,500
SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
__________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
__________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
__________________________________________________
(14) TYPE OF REPORTING PERSON
PN
<PAGE> 3
- ----------------------------------
CUSIP No. 590911103 Page 3 of 10 Pages
- ----------------------------------
(1) NAME OF REPORTING PERSON
DAVIS COMPANIES
_______________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /x/
(b) / /
(3) SEC USE ONLY __________________________________________________
(4) SOURCE OF FUNDS__________________________________________________
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
__________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
__________________________________________________
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:___________________________
: (8) SHARED VOTING POWER
Number Of Shares : 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
Beneficially Owned :___________________________
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:___________________________
:(10) SHARED DISPOSITIVE POWER
: 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
_______________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,562,500
SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
_______________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
_______________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
_______________________________________________________
(14) TYPE OF REPORTING PERSON
CO
<PAGE> 4
- ----------------------------------
CUSIP No. 590911103 Page 4 of 10 Pages
- ----------------------------------
(1) NAME OF REPORTING PERSON
MARVIN DAVIS AND BARBARA DAVIS REVOCABLE TRUST
_________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /x/
(b) / /
__________________________________________________
(3) SEC USE ONLY
__________________________________________________
(4) SOURCE OF FUNDS
WC
__________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
__________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
__________________________________________________
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
: __________________________
: (8) SHARED VOTING POWER
Number Of Shares : 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
Beneficially Owned : __________________________
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
: __________________________
:(10) SHARED DISPOSITIVE POWER
: 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
______________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
______________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
______________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
______________________________________________________
(14) TYPE OF REPORTING PERSON
OO
<PAGE> 5
- ----------------------------------
CUSIP No. 590911103 Page 5 of 10 Pages
- ----------------------------------
(1) NAME OF REPORTING PERSON
MARVIN DAVIS
__________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /x/
(b) / /
__________________________________________________________
(3) SEC USE ONLY
__________________________________________________________
(4) SOURCE OF FUNDS
AF
__________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
__________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
________________________________________________________
: (7) SOLE VOTING POWER
: -0- SHARES OF COMMON STOCK
:___________________________
: (8) SHARED VOTING POWER
Number Of Shares : 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
Beneficially Owned :___________________________
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- SHARES OF COMMON STOCK
:_____________________________
:(10) SHARED DISPOSITIVE POWER
: 1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,500 SHARES OF COMMON STOCK (SEE ITEM 5 BELOW)
________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
<PAGE> 6
Page 6 of 10 Pages
This Amendment No. 7 to Schedule 13D is being filed on behalf of the
undersigned Reporting Persons to amend the Schedule 13D filed June 29, 1995, as
amended (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.
This Amendment No. 7 to Schedule 13D is being filed by Messrs.
Washington, Parkinson and Reed and the Davis Entities. As described in Item 4
below, the Davis Entities have terminated their participation in the group to
which this Schedule 13D relates. The other Reporting Persons, Messrs.
Washington, Parkinson and Reed, may be deemed to be a group in relation to the
Shares beneficially held by them, and as such will continue to report their
ownership in the Shares on this Schedule 13D to the extent required under
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder. Messrs. Washington, Parkinson and Reed hereby affirm
the statements made in the Schedule 13D that pertain to them.
Item 4. Purpose of Transaction.
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
On April 22, 1996, the Davis Entities notified Mr. Washington in
writing that the Davis Entities (a) were terminating their participation in the
group described in the Letter Agreement dated June 27, 1995 by and between Davis
Acquisition and Mr. Washington and (b) sold Shares to bring the number of Shares
sold above 1% of the outstanding shares of Common Stock of the Company.
Item 5. Interest in Securities of the Issuer.
Item 5 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
(a)-(b) As of the close of business on April 23, 1996, Davis
Acquisition directly owned in the aggregate 1,562,500 Shares, which represent
approximately 2.4% of the Outstanding Shares. Davis Acquisition, acting through
its general partner, Davis Companies, has the sole power to vote or direct the
vote, and to dispose or to direct the disposition of, the Shares which it owns
directly. Davis Companies and Marvin Davis, as the sole executive officer and
the sole director or Davis Companies and as the sole trustee of the Davis Trust,
which is the sole shareholder of Davis Companies, may be deemed to beneficially
own the Shares.
(c) Within the past 60 days, none of the Reporting Persons or any
executive officer, director or controlling person of Davis Companies has engaged
in any transaction in any Shares, except as set forth on Schedule I hereto.
(d) Not applicable.
(e) On April 22, 1996, each of the Davis Entities ceased to be the
beneficial owner of more than five percent of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 4 above.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement (incorporated by reference to the
Schedule 13D Amendment No.6 filed October 5, 1995)
Exhibit 2 Letter of Notification dated April 22, 1996 from the Davis
Entities to Mr. Washington informing him of the Davis
Entities' termination of their participation in the group
described in the Letter Agreement dated June 27, 1995 by and
between Davis Acquisition and Mr. Washington.
<PAGE> 7
Page 7 of 10 Pages
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: April 24, 1996
/s/ Dennis R. Washington
------------------------------
Dennis R. Washington
/s/ Joel L. Reed
------------------------------
Joel L. Reed
/s/ Dorn Parkinson
------------------------------
Dorn Parkinson
Davis Acquisition, L.P.
------------------------------
By: Davis Companies
Its: General Partner
By: /s/ Marvin Davis
------------------------------
Name: Marvin Davis
Its: President
Davis Companies
By: /s/ Marvin Davis
------------------------------
Name: Marvin Davis
Its: President
Marvin and Barbara Davis
Revocable Trust
By: /s/ Marvin Davis
------------------------------
Name: Marvin Davis
Its: Trustee
By: /s/ Marvin Davis
------------------------------
Name: Marvin Davis
<PAGE> 8
Page 8 of 10 Pages
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement (incorporated by reference to the
Schedule 13D filed October 5, 1995)
Exhibit 2 Letter of Notification dated April 22, 1996 from the
Davis Entities to Mr. Washington informing him of the
Davis Entities' termination of their participation in the
group described in the Letter Agreement dated June 27,
1995 between Davis Acquisition and Mr. Washington.
<PAGE> 9
Page 9 of 10 Pages
SCHEDULE 1
During the past 60 days, the Davis Entities have engaged in the
following transactions in Shares. All transactions involved sales of Shares on
the New York Stock Exchange by Davis Acquisition.
<TABLE>
<CAPTION>
TRANSACTION DATE NUMBER OF SHARES SALES PRICE PER SHARE
<S> <C> <C>
4/11/96 181,000 $3.875
4/19/96 10,000 $4.00
4/22/96 190,000 $4.00
4/23/96 137,000 $4.00
</TABLE>
<PAGE> 1
Page 10 of 10
EXHIBIT 2
[Davis Companies Letterhead]
April 22, 1996
Mr. Dennis Washington
P.O. Box 8182
Missoula, MT 59807
Dear Dennis:
While Marvin is out of the office today, he asked me to inform you that he has
decided to terminate the group formed by the letter agreement dated June 27,
1995. He has also sold shares of Mesa to bring the number of shares sold above
1%.
We will be filing a 13-D amendment to disclose both these facts.
Sincerely,
/s/ Michael J. Seibert
MD/MJS:lah
Copy: Marvin Davis
David Batchelder
