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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B)OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MESA INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2394500
(State of incorporation or organization) (I.R.S. Employer I.D. No.)
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
RIGHTS TO PURCHASE PREFERRED STOCK NEW YORK STOCK EXCHANGE, INC.
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 26, 1996, 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 "Acquiring Person" to exclude therefrom DNR- Mesa Holdings, L.P., a Texas
limited partnership ("DNR") in connection with the execution and performance of
a Stock Purchase Agreement entered into on the same date between the Company
and DNR, and the beneficial ownership by DNR of stock in the Company resulting
therefrom. In addition, the definitions of "Series A Preferred Stock" and
"Series B Preferred Stock" were added to describe the Series A 8% Cumulative
Convertible Preferred Stock to be issued pursuant to a rights offering to
shareholders and the Series B 8% Cumulative Convertible Preferred Stock to be
purchased by DNR pursuant to the Stock Purchase Agreement, respectively.
A copy of Amendment No. 2 to the Rights Agreement has been
filed with the Securities and Exchange Commission as an exhibit to this
Amendment to Registration Statement on Form 8-A. 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.
A copy of the Stock Purchase Agreement was filed as Exhibit 10
to the Company's Form 8-K filed on April 29, 1996, and which is incorporated
herein by reference.
ITEM 2. EXHIBITS.
3. Amendment No. 2 to Rights Agreement dated as of April 26, 1996
between MESA Inc. and American Stock Transfer and Trust
Company, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MESA INC.
Date: April 29, 1996 By: /s/ Stephen K. Gardner
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Stephen K. Gardner
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3. Amendment No. 2 to Rights Agreement dated as of April 26, 1996
between MESA Inc. and American Stock Transfer and Trust
Company, as Rights Agent.
</TABLE>
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EXHIBIT 3
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Agreement, dated as of April 26, 1996 (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:
WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement dated as of July 6, 1995 and amended by a First Amendment
dated as of July 20, 1995 (as so amended, 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. Defined Terms. Terms defined in the Rights
Agreement shall have the same meaning when used in this Amendment.
Section 2. Amendments to Definitions.
(a) The definition of "Acquiring Person" in Section 1 of
the Agreement is amended to add the following as a new fourth paragraph:
Notwithstanding anything contained in this Agreement
to the contrary, neither DNR-MESA Holdings, L.P., a Texas limited
partnership ("DNR"), nor any of its Affiliates or Associates shall
become or be an Acquiring Person solely by virtue of either
(i) the execution, delivery and performance of
either that certain Stock Purchase Agreement dated April 26,
1996 between DNR and the Company, as it may be amended from
time to time hereafter (such agreement, as so amended, being
herein called the "DNR Agreement") or of the Ancillary
Documents (as defined in the DNR Agreement); or
(ii) the consummation of the Transaction (as
defined in the DNR Agreement); or
(iii) without limiting the generality of clauses
(i) and (ii) above, the beneficial ownership by any of such
Persons of shares of Common Stock as a result of their
beneficial ownership of shares of (A) Series B Preferred Stock
acquired by DNR pursuant to the DNR Agreement including,
without limitation, shares acquired at the "First Closing" or
the "Second Closing" (in
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each case as defined in the DNR Agreement); (B) Series A
Preferred Stock issued in exchange for Series B Preferred
Stock; and (C) Series A Preferred Stock and Series B Preferred
Stock issued as dividends;
unless and until such time as any such Person, together with its
Affiliates and Associates, is then the Beneficial Owner of 10% or more
of the shares of Common Stock then outstanding (including, without
limitation, by virtue of Beneficial Ownership referenced in clause
(i), (ii) or (iii) above) and either (x) such Person shall then
purchase or otherwise become the Beneficial Owner of any additional
shares of Common Stock or (y) any other Person who is the Beneficial
Owner of any shares of Common Stock shall become an Affiliate or
Associate of DNR.
(b) New definitions of "Series A Preferred Stock" and
"Series B Preferred Stock" are hereby added to Section 1 of the Agreement as
follows:
"Series A Preferred Stock" shall mean the Series A 8%
Cumulative Convertible Preferred Stock, par value $.01 per
share, of the Company.
"Series B Preferred Stock" shall mean the Series B 8%
Cumulative Convertible Preferred Stock, par value $.01 per
share, of the Company.
Section 3. 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 4. 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 5. 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 6. Effect of Amendment. Except as expressly
modified herein, the Agreement shall remain in full force and effect.
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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
