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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
Washington, D.C. 20549 Estimated average burden
hours per response..14.90
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MESA Inc.
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(Name of Issuer)
Common Stock $.01 Par Value
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(Title of Class of Securities)
590911103
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(CUSIP Number)
Scott B. Bernstein, Esq.
Caxton Corporation
315 Enterprise Drive
Plainsboro, NJ 08536
(609) 936-2580
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 5, 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 the statement [X]. (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 five percent or less 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 shall 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 76655L101 Page 2 of 7 Pages
----------------- ------- -----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Caxton International Limited
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,054,448**
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
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10 SHARED DISPOSITIVE POWER
4,054,448**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,054,448**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%**
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** The reporting person disclaims beneficial ownership of 5% or more of the
Common Stock
<PAGE>
SCHEDULE 13D
CUSIP NO. 76655L101 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce S. Kovner
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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*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 4,054,448**
WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,054,448**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,054,448**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%**
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** The reporting person disclaims beneficial ownership of 5% or more of the
Common Stock
<PAGE>
Item 1. Security and Issuer.
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This Statement relates to the common stock, $.01 par value (the "Common
Stock"), of MESA Inc., a Texas corporation (the "Company"), 1400 Williams Square
West, 5205 North O'Connor Blvd, Irving, Texas 74038-3746. The Common Stock is
traded primarily on the New York Stock Exchange.
Item 2. Identify and Background.
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(a) This Statement is filed by Caxton International Limited, a British
Virgin Islands corporation ("Caxton International"), and Mr. Bruce S. Kovner.
(b) The address of the principal place of business of Caxton International
is c/o its Manager, Leeds Management Services Limited, 129 Front Street,
Penthouse, Hamilton HM12, Bermuda. The business address of Mr. Kovner is 667
Madison Avenue, New York, New York 10021.
(c) The principal business of Caxton International is engaging in the
trading and investing in international currency, financial and commodity
interests, as well as securities and other investments. The principal occupation
of Mr. Kovner is Chairman of Caxton Corporation.
(d) Neither person filing this Statement has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither person filing this Statement has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Kovner is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
An aggregate of $7,806,387.50 (excluding commissions, if any) was paid in a
series of transactions pursuant to which Caxton International acquired the
Common Shares (as defined in Item 5 below). An aggregate of $4,499,994.48 was
paid in connection with a rights offering pursuant to which Caxton International
acquired the Preferred Shares (as defined in Item 5 below). All of the foregoing
amounts were paid out of Caxton International's working capital.
Page 4 of 7 pages
<PAGE>
Item 4. Purpose of Transaction.
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The purpose of the acquisition of shares of Common Stock and Series A
Preferred Stock by Caxton International is for investment. Caxton International
may make further purchases of Common Stock or Series A Preferred Stock from time
to time and may dispose of any or all of the shares of Common Stock or Series A
Preferred Stock beneficially owned by it at any time. Neither person filing this
Statement has any plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. Such persons may, at any time and from time to time, review or
reconsider their position with respect to the Common Stock or Series A Preferred
Stock of the Company and may, at any time and from time to time, formulate plans
or proposals with respect to any such matters, but neither has any present
intent of doing so.
Item 5. Interest in Securities of the Issuer.
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(a) Caxton International beneficially owns (i) 2,000,000 shares of Common
Stock (the "Common Shares") and (ii) 2,054,448 shares (the "Preferred Shares")
of Series A 8% Cumulative Convertible Preferred Stock (the "Series A Preferred
Stock") which is convertible by Caxton International within 60 days into
2,054,448 shares of Common Stock (the "Underlying Shares"). Pursuant to Rule
13d-3(d)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Caxton International is deemed to beneficially own the Underlying Shares.
Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation.
Caxton Corporation is the Manager and majority owner of Caxton Associates,
L.L.C. As trading advisor to Caxton International, Caxton Associates, L.L.C. has
voting and dispositive power with respect to investments made by Caxton
International. As a result of the foregoing, Mr. Kovner may be deemed to
beneficially own the Common Shares and Underlying Shares owned by Caxton
International.
The Common Shares represent approximately 3.1% of the total shares of
Common Stock issued and outstanding. The Preferred Shares represent
approximately 3.5% of the total shares of Series A Preferred Stock issued and
outstanding. In accordance with Section 13d-3(d)(1) of the Exchange Act,
assuming conversion of only the shares of Series A Preferred Stock owned by
Caxton International, the Common Shares and Underlying Shares represent
approximately 6.1% of the total shares of Common Stock. However, (i) the Series
A Preferred Stock is registered under the Exchange Act and (ii) except for
certain special voting rights afforded to holders of Series A Preferred Stock
and Series B Preferred Stock of the Company, the holders of Common Stock, Series
A Preferred Stock and Series B Preferred Stock of the Company vote as a single
class on all matters brought before the Company's shareholders. Accordingly,
since (i) the holders of Series A Preferred Stock essentially vote as a class
with holders of Common Stock and (ii) Caxton International owns 3.3%,
constituting less than 5% of the total issued and outstanding shares of Common
Stock and Series A Preferred Stock considered as a single class, Caxton
International and Mr. Kovner each disclaim beneficial ownership of 5% or more of
the Common Stock.
Page 5 of 7 pages
<PAGE>
(b) Mr. Kovner, through his relationship with Caxton International
discussed in Item 5(a) above, and Caxton International share the power to vote
(or direct the vote) and the power to dispose (or direct the disposition of) all
of the Common Shares and Underlying Shares.
(c) Caxton International acquired the Common Shares in a series of open
market transactions effected on the New York Stock Exchange between April 12,
1996 and May 10, 1996. Caxton International acquired 1,991,148 of the Preferred
Shares on August 8, 1996 and August 16, 1996 pursuant to a rights offering to
all holders of Common Stock, 23,017 of the Preferred Shares as a dividend on
September 16, 1996 and 40,283 of the Preferred Shares as a dividend on December
16, 1996.
(d) No person other than the record owner referred to herein of shares of
Common Shares is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of, such Shares of
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or RelationShips
- ------- with Respect to Securities of the Issuer.
--------------------------------------------------------
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof or between such persons and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the
Exchange Act.
Page 6 of 7 pages
<PAGE>
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 26, 1997 CAXTON INTERNATIONAL LIMITED
By: /S/
-----------------------------------
Name:
Title:
By: /S/
-----------------------------------
Name:
Title:
/S/
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Bruce S. Kovner, By Peter D'Angelo,
Attorney-In-Fact
Page 7 of 7 pages
<PAGE>
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: February 26, 1997 CAXTON INTERNATIONAL LIMITED
By: /S/
-----------------------------------
Name:
Title:
By: /S/
-----------------------------------
Name:
Title:
/S/
----------------------------------------
Bruce S. Kovner, By Peter D'Angelo,
Attorney-In-Fact
