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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MESA OPERATING CO.
MESA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2516853
TEXAS 75-2394500
(State of incorporation or organization) (I.R.S. Employer I.D. No.)
1400 WILLIAMS SQUARE WEST
5205 NORTH O'CONNOR BOULEVARD
IRVING, TEXAS 75039
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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11 5/8% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2006 NEW YORK STOCK EXCHANGE, INC.
10 5/8% SENIOR SUBORDINATED NOTES DUE 2006 NEW YORK STOCK EXCHANGE, INC.
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If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [X]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The 11 5/8% Senior Subordinated Discount Notes due 2006 and
the 10 5/8% Senior Subordinated Notes due 2006 (collectively, the "Notes") are
described in the section captioned "Description of Notes" in the Registrant's
Registration Statement on Form S-3 (Registration No. 333-03281), as amended,
(the "Registration Statement") originally filed with the Securities and
Exchange Commission on May 7, 1996. The Registration Statement is incorporated
herein by reference.
ITEM 2. EXHIBITS.
1. Form of 11 5/8% Senior Subordinated Discount Note Indenture
among Mesa Operating Co. (as issuer), MESA Inc. (as a
guarantor) and Harris Trust and Savings Bank, as trustee
(Exhibit 4.1 to the Registration Statement).
2. Form of 10 5/8% Senior Subordinated Note Indenture among Mesa
Operating Co. (as issuer) , MESA Inc. (as a guarantor) and
Harris Trust and Savings Bank, as trustee (Exhibit 4.2 to the
Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MESA OPERATING CO.
MESA INC.
Date: February 14, 1997 By: /s/ STEPHEN K. GARDNER
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Stephen K. Gardner
Senior Vice President and
Chief Financial Officer
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