SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Mesa, Inc.
(Name of Issuer)
8% Cumulative Convertible Preferred Stock, Par Value $2.26 per Share
(Title of Class of Securities)
590911202
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 12, 1997
(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 [ ].
*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>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3) (1)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,888,122 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,888,122 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,888,122 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: PN
- --------------------------
(1) Includes 1,888,122 shares of Preferred Stock purchased by HBK
Finance L.P. HBK Investments L.P. has shared voting and dispositive
power over these securities pursuant to an Amended and Restated
Management Agreement.<PAGE>
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 1,888,122 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 1,888,122 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,888,122
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: PN, BD
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(1) HBK Investments L.P. has shared voting and dispositive power over
these securities pursuant to an Amended and Restated Management
Agreement.<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated May
15, 1997 (the "Schedule 13D"), relating to the 8% Cumulative Convertible
Preferred Stock, par value $2.26 per share of Mesa, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same meanings as those
set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase the shares of Preferred Stock are set forth
below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1) $ 0
Finance Working Capital
and Other (1) $ 12,501,272
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. Portions of the funds reported herein were obtained from Bear,
Stearns & Co. Inc. and Prime Dealer Services, Inc. as margin loans to acquire
the shares of Preferred Stock, and the remainder was obtained from Working
Capital.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
Pursuant to an Amended and Restated Management Agreement with Fund
and Capital, the aggregate number of shares of the Preferred Stock that
Investments owns beneficially is 1,888,122, which constitutes approximately
3.1% of the 61,652,865 shares of Preferred Stock outstanding.
The aggregate number of shares of the Preferred Stock that Finance
owns beneficially is 1,888,122, which constitutes approximately 3.1% of the
61,652,865 shares of Preferred Stock outstanding.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 1,888,122 shares of
the Preferred Stock, which constitutes approximately 3.1% of the 61,652,865
shares of Preferred Stock outstanding.
Each of (1) Fund, as sole general partner of Finance, (2) Capital,
as sole general partner of Fund, and (3) Partners I, as sole general partner
of Capital, may be deemed to be the beneficial owner of 1,888,122 shares of
the Preferred Stock, which constitutes approximately 3.1% of the 61,652,865
shares of Preferred Stock outstanding.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may
be deemed to be the beneficial owner of an aggregate of 1,888,122 shares of
the Preferred Stock, which constitutes approximately 3.1% of the 61,652,865
shares of Preferred Stock outstanding.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Preferred Stock.
(b)
Pursuant to an Amended and Restated Management Agreement with Fund
and Capital, and acting through its general partner, Partners II, Investments
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 1,888,122 shares of the Preferred Stock.
Acting through its general partner, Fund, Finance has the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 1,888,122 shares of the Preferred Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity
as the general partner of Investments, Partners II has the shared power to
vote or to direct the vote and to dispose or to direct the disposition of
1,888,122 shares of the Preferred Stock.
Acting through its general partner, Capital, and in its capacity as
the general partner of Finance, Fund has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 1,888,122 shares of
the Preferred Stock.
Acting through its general partner, Partners I, and in its capacity
as the general partner of Fund, Capital has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 1,888,122
shares of the Preferred Stock.
Acting through its general partner, Management, and in its capacity
as the general partner of Capital, Partners I has the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 1,888,122
shares of the Preferred Stock.
In its capacity as the general partner of Partners I and Partners
II, Management has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 1,888,122 shares of the Preferred Stock.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 1,888,122 shares of the Preferred Stock.
(c)
Since the last filing on Schedule 13D, the Reporting Persons have
purchased (P) and sold (S) shares of Preferred Stock in transactions on the
New York Stock Exchange, as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
ITEM 2 PERSON DATE OR SOLD (S) SHARE
Finance 05/15/97 2,700 (S) $ 6.63
Finance 05/15/97 2,700 (S) 6.38
Finance 05/22/97 44,500 (P) 6.63
Finance 05/15/97 29,300 (P) 6.50
Finance 05/16/97 10,000 (S) 6.63
Finance 05/19/97 10,000 (P) 6.63
Finance 05/20/97 26,600 (P) 6.50
Finance 05/20/97 1,300 (S) 6.63
Finance 05/19/97 92,600 (S) 6.63
Finance 05/19/97 1,000 (S) 6.75
Finance 05/19/97 12,000 (P) 6.66
Finance 05/20/97 2,700 (S) 6.63
Finance 05/21/97 21,300 (S) 6.50
Finance 05/23/97 3,500 (P) 6.50
Finance 05/23/97 5,500 (S) 6.63
Finance 05/27/97 12,600 (P) 6.50
Finance 05/29/97 39,200 (S) 6.50
Finance 05/30/97 6,500 (S) 6.63
Finance 05/30/97 17,200 (P) 6.58
Finance 06/03/97 21,700 (P) 6.56
Finance 06/04/97 5,000 (S) 6.63
Finance 06/05/97 70,500 (P) 6.63
Finance 06/05/97 2,000 (S) 6.75
Finance 06/06/97 22,200 (P) 6.63
Finance 06/09/97 6,200 (S) 6.63
Finance 06/10/97 25,000 (P) 6.50
Finance 06/11/97 2,500 (S) 6.63
Finance 06/12/97 70,000 (S) 6.38
Investments (1) 05/14/97 12,500 (P) 6.32
Investments (1) 05/16/97 31,900 (S) 6.63
Investments (1) 05/15/97 25,700 (P) 6.50
Investments (1) 05/19/97 65,800 (S) 6.63
Investments (1) 05/20/97 23,400 (P) 6.50
Investments (1) 05/20/97 1,200 (S) 6.63
Investments (1) 05/20/97 2,300 (S) 6.63
Investments (1) 05/21/97 18,700 (S) 6.50
Investments (1) 05/23/97 32,000 (S) 6.63
Investments (1) 05/29/97 30,800 (S) 6.50
Investments (1) 05/30/97 7,300 (P) 6.58
Investments (1) 06/02/97 22,000 (S) 6.50
Investments (1) 06/03/97 50,000 (P) 6.63
Investments (1) 06/03/97 18,300 (P) 6.56
Investments (1) 06/05/97 70,500 (P) 6.63
Investments (1) 06/05/97 2,000 (S) 6.75
Investments (1) 06/06/97 19,300 (P) 6.63
Investments (1) 06/06/97 5,000 (S) 6.75
Investments (1) 06/10/97 10,000 (S) 6.63
Investments (1) 06/09/97 8,800 (S) 6.63
Investments (1) 06/12/97 1,255,961 (S) 6.50
Investments (2) 05/15/97 2,300 (S) 6.63
Investments (2) 05/15/97 2,300 (S) 6.38
Investments (2) 05/16/97 31,900 (P) 6.63
Investments (2) 05/22/97 3,500 (P) 6.63
Investments (2) 05/14/97 12,500 (S) 6.32
Investments (2) 06/12/97 3,500 (S) 6.50
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(1) The shares of Preferred Stock were purchased and sold by HBK Offshore
Fund Ltd., which has no beneficial ownership of such shares of Preferred Stock
pursuant to an Investment Management Agreement with Investments. As of the
date hereof, HBK Offshore Fund Ltd. does not own any shares of Preferred
Stock.
(2) The shares of Preferred Stock were purchased and sold by HBK Securities
Ltd., which has no beneficial ownership of such shares of Preferred Stock
pursuant to an Investment Management Agreement with Investments. As of the
date hereof, HBK Securities Ltd. does not own any shares of Preferred Stock.
(d)
Not applicable.
(e)
The Reporting Persons ceased to be the beneficial owners of greater
than 5% of the outstanding Preferred Stock on June 12, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
DATED: June 13, 1997
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese,
Chief Financial Officer (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
