EXHIBIT (a)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
DEVX ENERGY, INC.
AT
$7.32 NET PER SHARE
BY
COMSTOCK ACQUISITION INC.,
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
COMSTOCK RESOURCES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, DECEMBER 13, 2001, UNLESS THE OFFER IS EXTENDED.
November 15, 2001
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated November
15, 2001 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer") in connection with the offer by Comstock
Acquisition Inc., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Comstock Holdings, Inc., a Delaware corporation, which, in turn,
is a wholly owned subsidiary of Comstock Resources, Inc., a Nevada corporation,
to purchase all the issued and outstanding shares of common stock, par value
$0.234 per share ("Shares"), of DevX Energy, Inc., a Delaware corporation
("DevX"), for $7.32 per Share (such amount, or any greater amount per Share paid
pursuant to the Offer, being the "Per Share Amount"), net to the seller in cash,
without interest, upon the terms and subject to the conditions described in the
Offer to Purchase and in the related Letter of Transmittal.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE ENDORSED LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all Shares held by us for your account, upon the terms and subject
to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $7.32 per Share, net to you in cash, without
interest.
2. The Offer is being made for all the issued and outstanding Shares.
3. The Board of Directors of DevX has determined that the Merger
Agreement (as defined in the Offer to Purchase) and the transactions
contemplated thereby, including the Offer and the Merger (as defined in the
Offer to Purchase), are fair to, and in the best interest of, the holders
of Shares, has approved, adopted and declared advisable the Merger
Agreement and the transactions contemplated
thereby, including the Offer and the Merger, and has resolved to recommend
that the holders of Shares accept the Offer and tender their Shares
pursuant to the Offer.
4. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, Thursday, December 13, 2001, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there having
been validly tendered and not withdrawn prior to the expiration of the
Offer at least 50% of the number of then outstanding Shares (including all
Shares issuable upon the exercise of Outstanding Options or Outstanding
Warrants (as each such term is defined in the Offer to Purchase), each as
of the business day preceding the Initial Expiration Date (as defined in
the Offer to Purchase)) plus one Share. The Offer is also subject to
certain other conditions contained in the Offer to Purchase. See "Section
1. Terms of the Offer; Expiration Date" and "Section 14. Certain Conditions
of the Offer" of the Offer to Purchase, which set forth in full the
conditions to the Offer.
6. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes with respect to the purchase of
Shares by Purchaser pursuant to the Offer.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which to return your instructions to us is
enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified in your instructions. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to holders of Shares. Purchaser is not
aware of any jurisdiction where the making of the Offer or the acceptance of
Shares pursuant thereto is prohibited by any administrative or judicial action
or by any valid state statute. If Purchaser becomes aware of any valid state
statute prohibiting the making of the Offer or the acceptance of Shares pursuant
thereto, Purchaser will make a good faith effort to comply with such state
statute. If, after such good faith effort, Purchaser cannot comply with such
state statute, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of Shares in such state. In any jurisdiction where
the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
DEVX ENERGY, INC.
BY
COMSTOCK ACQUISITION INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated November 15, 2001 and the related Letter of Transmittal
(which, together with the Offer to Purchaser and any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
Comstock Acquisition Inc., a Delaware corporation and a wholly owned subsidiary
of Comstock Holdings, Inc., a Delaware corporation, which, in turn, is a wholly
owned subsidiary of Comstock Resources, Inc., a Nevada corporation, to purchase
all the issued and outstanding shares of common stock, par value $0.234 per
share ("Shares"), of DevX Energy, Inc., a Delaware corporation, for $7.32 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions described in the Offer to Purchase and related Letter of
Transmittal.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions
described in the Offer.
Number of Shares to be Tendered*: ----------------------------------------------
Date:
--------------------------------------------------------------------, 200
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Signature(s):
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Please type or print name
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Please type or print address
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Area Code and Telephone Number
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Taxpayer Identification Number or Social Security Number
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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