UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 12, 2001 COMSTOCK RESOURCES, INC. (Exact name of registrant as specified in its charter) STATE OF NEVADA 000-16741 94-1667468 (State or other (Commission of File Number) (I.R.S. Employer jurisdiction incorporation) Identification Number) 5300 Town And Country Boulevard Suite 500 Frisco, Texas 75034 (Address of principal executive offices) (972) 668-8800 (Registrant's Telephone No.)Item 5. Other Events On November 12, 2001, Comstock Resources, Inc. (the "Company") entered into an agreement and plan of merger (the "Merger Agreement") with DevX Energy, Inc., a Delaware corporation ("DevX"), which provides for the Company to acquire DevX. Pursuant to the Merger Agreement, Comstock Acquisition Inc. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Comstock Holdings, Inc. ("Holdings"), a Delaware corporation, which, in turn, is a wholly owned subsidiary of the Company, will offer to purchase, through a cash tender offer (the "Offer"), all of the outstanding shares of common stock of DevX for $7.32 per share. The Offer is expected to commence on November 15, 2001, or as soon thereafter as is practicable, and to remain open for at least 20 business days. The Offer will be followed by a merger in which stockholders whose shares are not tendered in the Offer will receive $7.32 per share in cash (the "Merger"). In the Merger, the Purchaser will be merged with and into DevX and DevX will become a wholly owned subsidiary of Holdings. The Offer is conditioned upon, among other things, there having been validly tendered and not withdrawn prior to the expiration date greater than 50% of the number of then outstanding shares (including all shares issuable upon the exercise of the then outstanding options or warrants to purchase shares). The Board of Directors of DevX has approved the Merger Agreement and the related transactions and will recommend that DevX stockholders tender their shares to the Purchaser in the Offer. The total consideration to be paid for the acquisition of all of the outstanding shares of common stock of DevX pursuant to the Offer and the Merger is approximately $92.9 million. As of September 30, 2001, DevX had $50.0 million in long-term debt outstanding which is expected to remain outstanding after the merger. A copy of the Merger Agreement is attached hereto as Exhibit 2.1. A copy of the press release announcing the Offer and the Merger was filed by the Company with the Securities and Exchange Commission under cover of a Tender Offer Statement on Schedule TO on November 13, 2001, and is incorporated herein by reference. Investors and security holders are strongly advised to read both the Tender Offer Statement on Schedule TO and the Solicitation/Recommendation Statement on Schedule 14D-9 regarding the tender offer referred to herein, when they become available, because they will contain important information. The Company will file the Tender Offer Statement and DevX will file the Solicitation/Recommendation Statement with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by the Company and DevX at the SEC's web site at www.sec.gov. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 Agreement and Plan of Merger among Comstock Resources, Inc., Comstock Holdings, Inc., Comstock Acquisition Inc. and DevX Energy, Inc. dated as of November 12, 2001 99.1 Press Release issued by Comstock Resources, Inc. on November 13, 2001 (incorporated herein by reference to Exhibit 99.1 to the Tender Offer Statement on Schedule TO filed by the Company on November 13, 2001) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMSTOCK RESOURCES, INC. Dated: November 13, 2001 By: /s/ M. Jay Allison ------------------- M. Jay Allison President and Chief Executive Officer EXHIBIT INDEX Item Number Description ------ ----------- 2.1 Agreement and Plan of Merger among Comstock Resources, Inc., Comstock Holdings, Inc., Comstock Acquisition Inc. and DevX Energy, Inc. dated as of November 12, 2001 99.1 Joint Press Release issued by Comstock Resources, Inc. and DevX Energy, Inc. on November 13, 2001 (incorporated herein by reference to Exhibit 99.1 to the Tender Offer Statement on Schedule TO filed by the Company on November 13, 2001)
Comstock Resources (CRK) 8-KOther events
Filed: 13 Nov 01, 12:00am