Mesa Petroleum Co. filed suit Thursday against Unocal Corp. and its chairman, Fred L. Hartley, accusing them of trying to coerce Security Pacific National Bank and Mesa's other banks into ending their business relationships with the Amarillo, Tex.-based oil company run by corporate takeover specialist T. Boone Pickens.
In the civil suit filed in Los Angeles Superior Court, Mesa Petroleum claimed that Hartley and Unocal, parent of Los Angeles-based Union Oil Co. of California, used economic influence to cause Los Angeles-based Security Pacific to terminate its $50-million credit agreement with Mesa.
In addition, Mesa claimed, Unocal and Hartley have been applying "heavy pressure" on the 11 other banks participating in Mesa's $1.1-billion credit line to reduce or retract their loans. Unocal and Hartley are "attempting to intimidate" the bank group, led by Mellon Bank of Pittsburgh and Texas Commerce Bank of Houston, to prevent an investor group led by Pickens from buying more Unocal stock or to force the sale of the 17 million Unocal shares that the group already owns, the suit said.
Unocal and Hartley "are apparently motivated by a belief that they have the right to dictate who can invest in Unocal stock, and that they can take any actions, no matter how outrageous or illegal, to prevent such purchases by powers or entities whom they . . . do not want as investors," the suit said.
Mesa Petroleum is seeking unspecified damages and injunctions preventing Hartley and Unocal from continuing "this conspiracy of threats and intimidation" against Mesa's banks. The charges include inducement of breach of contract, interference with prospective economic advantage and conspiracy.
Pickens' investor group, Mesa Partners II, repeatedly has said it bought its 9.8% stake purely for investment purposes. Although the group has said it intends to buy more stock, perhaps up to 15% of Unocal's 174 million outstanding shares, it has "no present intention" of taking over Unocal.
Unocal declined to comment on the suit. A Security Pacific spokeswoman also refused to comment, saying that "in keeping with Security Pacific's long-established policy regarding confidential customer relations, we will not discuss our relationship with Mesa, Unocal or Wagner & Brown," a Midland, Tex.-based partnership that is also part of Mesa Partners II.
Mesa's lawsuit follows by little more than a week a suit filed by Unocal against Los Angeles-based Security Pacific, Unocal's banker for more than 40 years, over loans made to Mesa Partners. That suit, which sought more than $555 million in damages and injunctive relief, accused Security Pacific of breaches of contract and fiduciary duty and with misuse of trade secrets, among other things.
Sent Out Signal
Unocal's suit was brought "solely for the purpose of harassing and pressuring Mesa's banks and sending a signal to the financial community that should any other bank lend money to Mesa, it too may be sued for hundreds of millions of dollars," Mesa's suit said.
"These kinds of heavy-handed tactics cannot be tolerated," Mesa Chairman Pickens said in a statement. The tactics have included sending to officers and directors of Mesa's banks copies of Unocal's suit as well as a letter from Hartley to Federal Reserve Board Chairman Paul A. Volcker urging that he "act now to curb this abusive use of credit" for takeovers, said David Batchelder, Mesa Petroleum's financial vice president.
In addition, "our banks are getting a substantial amount of pressure not only from Hartley but from companies in the Business Roundtable to not bank with Mesa," Batchelder said.
A reporter's telephone call to the Business Roundtable, an organization of chief executives of major corporations, was not returned Thursday.
Since early January, Security Pacific has been trying to end its involvement with Mesa by "sub-participating" its loan to other banks, Batchelder said. But later in the month and again on March 15, three days after Unocal filed its suit, Security Pacific "said they felt they needed to get out of the Mesa credit," even though that would mean breaching the loan contract, he said.
Batchelder said Mesa is discussing repayment of the $50-million loan to Security Pacific, which has been a Mesa banker for 12 years.
That loan, like the rest of the $1.1-billion credit line, is secured by Mesa's oil and gas properties and can be used for any corporate purpose. The loans are due on Dec. 31, 1988.
Security Pacific also has lent $135 million to Wagner & Brown, Batchelder said, adding that he understands that the bank has breached the loan agreement for $67.5 million of the total. No spokesman for Wagner & Brown could be reached for comment.
On the New York Stock Exchange, Unocal shares fell 37.5 cents each to close at $47.25 while Mesa shares rose 25 cents to close at $18.75.