<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
MESA Inc.
(Name of issuer)
Common Stock, $.01 Par Value
(Title of class of securities)
590911103
(CUSIP number)
<TABLE>
<S> <C>
Dennis R. Washington Dorn Parkinson
c/o Washington Corporations c/o Washington Corporations
101 International Way 101 International Way
Missoula, Montana 59802 Missoula, Montana 59807
(406) 523-1300 (406) 523-1300
</TABLE>
Joel L. Reed
Batchelder & Partners, Inc.
4330 La Jolla Village Drive, Suite 200
San Diego, California 92122
(619) 456-6655
(Name, address and telephone number of person
authorized to receive notices and communications)
COPY TO:
Scott R. Haber
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
May 10, 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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: [ ]
<PAGE> 2
This Amendment No. 8 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, 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.
Item 4. Purpose of Transaction.
On September 20, 1995, the Reporting Persons and certain other
persons entered into an Agreement of Compromise and Settlement (the "Settlement
Agreement") with the Company and Boone Pickens. A copy of the Settlement
Agreement was filed as an Exhibit to Amendment No. 5 to this Schedule 13D and
incorporated herein by reference. Except as specifically permitted by the
Settlement Agreement, the Reporting Persons have agreed that they will not,
prior to December 31, 1996, take certain actions with respect to, among other
things, the solicitation of proxies with respect to securities issued by the
Company. The Settlement Agreement permits the Reporting Persons to conduct a
proxy solicitation with respect to the Company's 1996 Annual Meeting if, at the
time of the solicitation, the Company has not effected a business combination,
sale of assets or equity or similar transaction that meets certain criteria as
to size and as to which an acceptable investment banker renders a favorable
opinion as to the fairness of the transaction, all as set forth in the
Settlement Agreement (an "Endorsed Major Transaction") or has consummated a
similar transaction that is not an "Endorsed Transaction" under the criteria
set forth in the Settlement Agreement.
On April 26, 1996, the Board of Directors of the Company (with
Messrs. Parkinson and Reed dissenting) approved a recapitalization of the
Company (the "Recapitalization") which includes, among other things, a sale of
preferred stock, a refinancing of certain Company indebtedness and a rights
offering to the Company's shareholders. According to the Company, the issuance
of the preferred stock together with the rights offering will constitute an
Endorsed Major Transaction.
Also on April 26, 1996, the Company's Board of Directors
approved July 30, 1996 as the date for the Company's 1996 Annual Meeting of
Shareholders.
On May 10, 1996, pursuant to a provision of the Company's
bylaws, Mr. Washington notified the Company that he wishes to nominate seven
candidates for election as directors at the 1996 Annual Meeting of Shareholders
of the Company and of his intent to cumulate votes in the election of directors
at the Annual Meeting. The Company's bylaws require that a shareholder wishing
to nominate persons for election to the Board of Directors at a meeting of
shareholders must notify the Company not less than eighty days in advance of
such meeting. Mr. Washington has provided the notice at this time in order to
preserve his ability to nominate directors at the 1996 Annual Meeting. Mr.
Washington's nominees are: Charles C. Cox, Michael C. Jensen, Leonard Judd, Sy
Orlofsky, Dorn Parkinson, Joel L. Reed and Kurt H. Wulff. It is currently
anticipated that the Reporting Persons will not solicit proxies with respect to
the 1996 Annual Meeting prior to the vote of the Company's shareholders on the
Recapitalization, although the Reporting Persons reserve the right to solicit
proxies subject to applicable restrictions in the Settlement Agreement.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement dated October 5, 1995 (incorporated by
reference to Amendment No. 6 to this Schedule 13D filed
October 5, 1995).
2
<PAGE> 3
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: May 10, 1996
/s/ Dennis R. Washington
Dennis R. Washington
/s/ Dorn Parkinson
Dorn Parkinson
/s/ Joel L. Reed
Joel L. Reed
3
<PAGE> 4
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement dated October 5, 1995 (incorporated by
reference to Amendment No. 6 to this Schedule 13D filed
October 5, 1995).
4
