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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
MESA Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
590911103
(CUSIP Number)
Kenneth A. Hersh
777 Main Street, Suite 2700
Fort Worth, Texas 76102
(817) 820-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 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. [ ]
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 the 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).
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CUSIP NO. 590911103 SCHEDULE 13D
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
DNR-MESA HOLDINGS, L.P.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]
(b)[ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO (See Item 3)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization DNR-MESA HOLDINGS, L.P. IS A
LIMITED PARTNERSHIP FORMED UNDER
THE LAWS OF THE STATE OF TEXAS.
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(7) Sole Voting Power 0
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Number of
Shares (8) Shared Voting Power 0
Beneficially ----------------------------------------------
Owned by
Each (9) Sole Dispositive Power 0
Reporting ----------------------------------------------
Person With:
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11) 0(1)
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(14) Type of Reporting Person (See Instructions) PN
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(1) Due to the Merger, as described herein, the Issuer no longer exists as
a separate corporate entity and thus has no outstanding securities.
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The Schedule 13D filed by the Reporting Person with the Securities and
Exchange Commission on July 11, 1996, as amended on November 27, 1996 and on
April 14, 1997, is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
former common stock, par value $.01 per share (the "Common Stock"), of the
Issuer.
ITEM 2. IDENTITY AND BACKGROUND.
No modification.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No modification.
ITEM 4. PURPOSE OF TRANSACTION.
By virtue of a transaction in which the Issuer was merged into Pioneer
Natural Resources Corporation, a Delaware corporation ("Pioneer"), and Parker &
Parsley Petroleum Company, a Delaware corporation, was merged into Mesa
Operating Co., a subsidiary of Pioneer, (the "Merger"), the 63,672,925 shares
of Series B Preferred Stock owned by the Partnership immediately prior to the
Merger were completely converted into securities of Pioneer and the separate
corporate existence of the Issuer was terminated. Therefore, due to the
Merger, the Partnership currently has beneficial ownership of zero shares of
the Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Partnership, Rainwater, Inc. and Richard E. Rainwater no longer
own any shares of the Common Stock.
(b) None of the Partnership, Rainwater, Inc. or Richard E. Rainwater
has the power (sole or shared) to vote or direct the vote or to dispose or
direct the disposition of shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURES
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.
Date: August 15, 1997 DNR-MESA HOLDINGS, L.P.
By: Rainwater, Inc., its Sole General Partner
By: /s/ Kenneth A. Hersh
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Kenneth A. Hersh,
Vice President
