0000898430-95-001421.txt : 19950810 0000898430-95-001421.hdr.sgml : 19950810 ACCESSION NUMBER: 0000898430-95-001421 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950808 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MESA INC CENTRAL INDEX KEY: 0000877930 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752394500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10874 FILM NUMBER: 95559766 BUSINESS ADDRESS: STREET 1: 1400 WILLIAMS SQUARE WEST STREET 2: 5205 NORTH OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2149692200 MAIL ADDRESS: STREET 1: 2001 ROSS AVE 2600 TRAMMELL CROW CENTER STREET 2: 2001 ROSS AVE 2600 TRAMMELL CROW CENTER CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BATCHELDER DAVID H CENTRAL INDEX KEY: 0000947324 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: BATCHELDER & PARTNERS INC STREET 2: 4330 LA JOLLA VILLAGE DR STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6194566655 MAIL ADDRESS: STREET 1: BATCHELDER & PARTNERS INC STREET 2: 4330 LA JOLLA VILLAGE DR STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92122 DFAN14A 1 PRESS RELEASE Contact: Michael Sitrick Jeffrey Lloyd Sitrick And Company (310) 788-2850 FOR IMMEDIATE RELEASE --------------------- DENNIS WASHINGTON/DAVIS COMPANIES FILE SUIT AGAINST MESA ALLEGING SECURITIES LAW VIOLATIONS, UNDISCLOSED ARRANGEMENTS AMONG PICKENS, CERTAIN MESA DIRECTORS UNDER WHICH STOCK WAS ACQUIRED; CHALLENGE "POISON PILL" AS BREACH OF FIDUCIARY DUTY AUGUST 8, 1995 -- MISSOULA, MT AND LOS ANGELES, CA -- Dennis R. Washington and Davis Companies announced today that they had filed suit in U.S. District Court in Texas against MESA Inc., Boone Pickens and seven other MESA directors alleging violations of federal securities laws and challenging the Board's recent adoption of a "Poison Pill" Rights Plan as a breach of fiduciary duty. The suit contends that there have been and are undisclosed arrangements among Pickens, who is Chairman and CEO of MESA, and certain other directors, pursuant to which they have acted together to acquire MESA stock in advance of public announcement of material events involving MESA. The complaint alleges that during late 1994 certain of the defendants violated the federal securities laws by purchasing MESA shares while in possession of material, non-public information which they obtained pursuant to these arrangements. It also contends that the Board's adoption of the "Poison Pill" Rights Plan was a breach of fiduciary duty and inconsistent with Texas law. The complaint asserts that the 1 "Poison Pill" has an unreasonably low "trigger" of 10 percent, chills proxy contests and was an unreasonable reaction to any threat that could reasonably have been perceived by MESA's Board at the time the "Poison Pill" was adopted. The suit asks the Court to invalidate the "Poison Pill." The Washington/Davis group previously has announced its intention to seek to call a special meeting of MESA shareholders for the purpose of removing the existing MESA Board and electing eight nominees who would be committed to exploring all alternatives for maximizing the value of the Company for all shareholders, and who intend to cause the Company to redeem the rights issued under the "Poison Pill." ### Dennis R. Washington, Marvin Davis and entities affiliated with Mr. Davis (the "Davis Entities"), David H. Batchelder, Dorn Parkinson (together, the "Washington/Davis Group"), the individuals (the "Nominees") to be nominated for election to the Board of Directors of MESA Inc. by the Washington/Davis Group and certain officers of Batchelder & Partners, Inc., Joel L. Reed and Kathy Scott, may be deemed to be participants in the solicitation of written requests as that term is defined in Rule 14a-11(b) of the Securities Exchange Act of 1934, as amended. As of July 31, 1995, Mr. Washington beneficially owned 3,500,000 shares of MESA's common stock ("Shares"). As of July 31, 1995, the Davis Entities beneficially owned 2,500,000 Shares. As of July 31, 1995, neither Mr. Batchelder nor Mr. Parkinson owned any securities of MESA, however, Mr. Parkinson's minor son beneficially owned 3,800 Shares. Messrs. Batchelder and Parkinson currently are directors of the Company. The Nominees are David H. Batchelder, Charles C. Cox, Michael C. Jensen, Leonard Judd, Sy Orlofsky, Dorn Parkinson, Kurt H. Wulff and James J. Zehentbauer. As of July 31, 1995, Mr. Jensen beneficially owned 1,500 Shares. Except as set forth herein, none of the persons who may be deemed to be participants in the solicitation of written requests has any interest, direct or indirect, by security holdings or otherwise, in connection with such solicitation. 2