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Gold/Mining/Energy : mxp (mesa Inc)

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To: Bagladdy who wrote (246)	4/9/1997 8:04:00 AM
From: Frederick Smart	of 394

Charles: In answer to your question: >Did you ever find any info about PDP preferred, I searched Yahoo, but to no avail. I am leaning toward the preferred swap idea at this point so that until all of the smoke clears, I am at least earning an 8% return. Gotta go get dressed, check with you later.> Our option to convert to Pioneer 8% convertible preferred will go away "if a majority of the outstanding shares of MESA'a Series A Preferred Stock vote in favor of the merger, then all holders of MESA Series A Preferred will receive common stock." Since this majority voting provision applies to MESA Series B holder(s) which Rainwater owns close to 100% - since he has already announced his intention to convert to common I would expect a majority of the Series A holders would follow his lead. Among institutional holders and the rest, I think the votes are in the bag. Bottom line, you should look forward to taking the 25% premuim and convert. I am in favor of this deal. Rainwater is building great longterm value. We should all stay on the for the ride.

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