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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934*
MESA Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
590911 10 3
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(CUSIP Number)
Boone Pickens
1400 Williams Square West
5205 North O'Connor Blvd.
Irving, Texas 75039-3746
(214) 444-4300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 10, 1996
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(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 [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 590911 10 3
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
BOONE PICKENS
###-##-####
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(2) Check the Appropriate Box if a Member of a Group
(a) . . . . . . . . . . . . . . . . . . . . . . . . [ ]
(b) . . . . . . . . . . . . . . . . . . . . . . . . [ ]
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(3) SEC Use Only
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(4) Source of Funds
PF, 00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [X]
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(6) Citizenship or Place of Organization
United States Citizen
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Number of (7) Sole Voting Power 4,321,181
Shares Bene- ------------------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by ------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 4,321,181
ing Person ------------------------------------------------------------------
With (10) Shared Dispositive Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,321,181 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
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(13) Percent of Class Represented by Amount in Row (11)
6.6%
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(14) Type of Reporting Person (See Instructions) IN
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Boone Pickens, an individual residing in Dallas County, Texas,
hereby amends and supplements his Statement on Schedule 13D as originally filed
on November 11, 1992 and as amended through Amendment No. 7 thereto filed
August 25, 1994 (as amended, the "Original Statement"), with respect to the
common stock, par value $.01 per share (the "Common Stock"), of MESA Inc., a
Texas corporation ("Mesa"). Unless otherwise indicated, each capitalized term
used but not defined herein shall have the meaning assigned to such term in the
Original Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Statement is hereby amended and
supplemented as follows:
On June 26, 1996, the Stock Option Committee of Mesa
accelerated the vesting of all outstanding options under the 1991 Stock Option
Plan (the "Plan") of Mesa (which plan was described in, and filed as an exhibit
to, the Original Statement and is hereby incorporated by reference). On June
28, 1996, Mr. Pickens exercised options for 200,000 shares and, in accordance
with the terms of the Plan, relinquished options for 161,905 shares in
satisfaction of the exercise price for the remaining 38,095 shares subject to
these options. No additional cash payment was required under the Plan for the
38,095 shares of Common Stock received upon such exercise.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to a rights offering (the "Rights Offering") being
made by Mesa to the holders of Common Stock, Mr. Pickens received .912 rights
(the "Rights") for each share of Common Stock owned by him as of the July 3,
1996 record date for the Rights Offering. Each Right entitles the holder
thereof to subscribe for shares of Series A 8% Cumulative Convertible Preferred
Stock ("Series A Preferred") at a price of $2.26 per share. Mr. Pickens
received an aggregate of approximately 3,578,762 Rights in respect of the
3,924,081 shares of Common Stock he owned as of July 3, 1996. Mr. Pickens
currently plans to exercise all of these Rights to subscribe for shares of
Series A Preferred. In addition, pursuant to the terms of the Rights Offering,
Mr. Pickens currently plans to oversubscribe for additional shares of Series A
Preferred in the event that additional shares of Series A Preferred are
available for oversubscription.
Mr. Pickens may use the proceeds of his sales of shares of
Common Stock to fund the exercise of Rights. See Item 5 below.
The Series A Preferred is convertible into shares of Common
Stock in accordance with its terms, initially on a one for one basis.
Accordingly, upon the exercise of Rights and the receipt of shares of Series A
Preferred, Mr. Pickens will become the beneficial owner of an equal number of
shares of the underlying Common Stock.
Mr. Pickens reserves the right to acquire beneficial ownership
of additional shares of Common Stock and/or Series A Preferred in the future,
directly or indirectly, by open market
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purchase or otherwise, and to dispose of all or a portion of his holdings of
Common Stock and/or Series A Preferred at anytime and without further notice.
Mr. Pickens intends to review on a regular basis his
investment in Common Stock and, when received, shares of Series A Preferred,
the securities markets and general economic and industry conditions. He
reserves the right to act in respect of his investment in Common Stock and
Series A Preferred in accordance with his best judgment in light of the
circumstances existing at the time.
The trusts established by Mr. Pickens for his children have
sold all of the shares of Common Stock owned by them and may use the proceeds
of the sales of shares of Common Stock to fund the exercise of Rights. See
Item 5 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Statement is hereby amended and
supplemented as follows:
As of July 10, 1996, Mr. Pickens beneficially owns an
aggregate of 4,321,181 shares of Common Stock (approximately 6.6% of the
65,335,723 shares of Common Stock deemed to be outstanding, including the
1,075,000 shares Mr. Pickens has a right to acquire within 60 days pursuant to
employee stock options).
Mr. Pickens has sole voting power with respect to the shares
of Common Stock beneficially owned by him, and the sole power to dispose of or
direct the disposition of such shares.
The trusts established by Mr. Pickens for his children have
sold all 7,545 shares of Common Stock owned by the trusts on July 10, 1996 at a
price of $3.375 per share, but did not sell any of the Rights associated with
such shares. The trusts currently hold an aggregate of approximately 6,882
Rights and have a right to receive any dividends or distributions paid with
respect to the Common Stock (including the Rights) and, when and if received by
exercise of the Rights, the Series A Preferred held by the trusts.
The number of shares beneficially owned by Mr. Pickens
excludes 2,798 shares of Common Stock owned by Mr. Pickens' spouse as her
separate property, as to which Mr. Pickens disclaims any beneficial ownership.
Except as described in Item 3 above and as set forth in the
table below, Mr. Pickens has not engaged in any transactions in Common Stock
during the past 60 days. The following table sets forth certain information
regarding shares of Common Stock sold by Mr. Pickens during the past 60 days.
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<TABLE>
<CAPTION>
# of Shares
Date Shares Sold Price Per Share
---- ----------- ---------------
<S> <C> <C>
July 2, 1996 38,095 $5.250
July 8, 1996 358,900 $3.450
July 9, 1996 141,100 $3.125
July 10, 1996 177,900 $3.250
</TABLE>
The foregoing sales were effected in open-market transactions on the New York
Stock Exchange. The prices received as referred to above exclude commissions.
Pursuant to Rule 13d-3(d), Mr. Pickens is deemed to
beneficially own 1,075,000 shares of Common Stock subject to options, all of
which are currently exercisable by him. As described in the Original
Statement, such options were granted pursuant to Mesa's 1991 Common Stock
Option Plan. Of such options, options to purchase 800,000 shares have an
exercise price of $6.8125 per share and options to purchase 275,000 shares have
an exercise price of $7.375 per share.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 12, 1996
/s/ Boone Pickens
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Boone Pickens
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