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): December 17, 2001
DEVX ENERGY, INC.
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 000-21179 75-2615565
(State or other (Commission of File Number) (I.R.S. Employer
jurisdiction incorporation) Identification Number)
13760 Noel Road
Suite 1030
Dallas, Texas 75240-7336
(Address of principal executive offices) (zip code)
(972) 233-9906
(Registrant's Telephone No.)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
Pursuant to the Agreement and Plan of Merger dated November 12, 2001
(the "Merger Agreement"), by and between Comstock Resources, Inc., a Nevada
corporation ("Comstock"), Comstock Holdings, Inc. ("Holdings"), a Delaware
corporation and wholly owned subsidiary of Comstock, Comstock Acquisition Inc.
(the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of
Holdings, and DevX Energy, Inc., a Delaware corporation and the Registrant
("DevX"), the Purchaser made an offer to purchase, through a cash tender offer
(the "Offer"), all of the outstanding shares of common stock of DevX ("Shares")
for $7.32 per Share, net to the seller, without interest.
The Offer expired at 12:00 midnight, New York City time, on Thursday,
December 13, 2001. Based on information provided by the American Stock Transfer
and Trust Company, the Depositary of the Offer, as of the expiration of the
Offer, 12,283,728 Shares had been tendered and not withdrawn (including
guaranteed deliveries), representing approximately 97% of the issued and
outstanding Shares. Purchaser has accepted for purchase and payment all shares
validly tendered and not withdrawn pursuant to the Offer which has resulted in a
change in control of the Registrant. Comstock issued a press release announcing
the acceptance of Shares, a copy of which is filed as Exhibit (a)(1) to the
Schedule TO/A filed by Comstock, Holdings and Purchaser on December 17, 2001.
On December 17, 2001, Comstock completed the acquisition of DevX by
effecting a short-form merger under Section 253 of the Delaware General
Corporation Law, whereby the Purchaser was merged with and into DevX, and each
Share of DevX common stock not previously purchased in the Offer was converted
into the right to receive $7.32 per Share in cash, without interest (subject to
applicable dissenter's rights). DevX was the entity surviving the merger and is
now an indirect wholly owned subsidiary of Comstock. A copy of the Merger
Agreement is filed as Exhibit (d)(1) to the Schedule TO filed by Comstock,
Holdings and Purchaser on November 15, 2001.
The Registrant has filed a formal request for the delisting of its
Shares from the Nasdaq National Market, and such delisting became effective
prior to the open of trading on December 18, 2001.
The total amount of funds required by Purchaser to consummate the Offer
and the Merger and to pay the fees and expenses related thereto is estimated by
Comstock to have been approximately $93 million. The funds used by Purchaser to
effect these transactions were provided by Comstock to the Purchaser. Comstock
obtained these funds from its new $350 million Senior Secured Revolving Credit
Facility being provided by TD Securities (USA) Inc.
In accordance with the terms of the Merger Agreement, the directors of
the Registrant were replaced as directors of the Registrant. Immediately
following the Merger, the size of the board of directors of the Registrant was
reduced to two members and Messrs. M. Jay Allison and Roland O. Burns were
elected as the directors of the Registrant.
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On December 13, 2001, Comstock also entered into private agreements for
DevX to redeem approximately $45 million of the outstanding $50 million of
DevX's 12.5% Senior Notes due in 2008 for 110% of the principal amount of the
DevX Senior Notes plus accrued interest.
Except as described above, to the best of the Registrant's knowledge,
there are no arrangements, including any pledge of Comstock, Holdings and
Purchaser (or any other direct or indirect subsidiary of Comstock) of the
Shares, the operation of which may at a subsequent date result in a change of
control of the Registrant.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) 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 (incorporated herein by reference to Exhibit
(d)(1) to the Tender Offer Statement on Schedule TO
filed by Comstock Resources, Inc., Comstock Holdings,
Inc. and Comstock Acquisition Inc. on November 15,
2001)
99.1 Press Release issued by Comstock Resources, Inc. and
DevX Energy, Inc. on December 17, 2001 (incorporated
herein by reference to Exhibit 99.1 to the Tender Offer
Statement on Schedule TO/A filed by Comstock Resources,
Inc., Comstock Holdings, Inc. and Comstock Acquisition
Inc. on December 17, 2001)
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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: December 21, 2001 By: /s/ M. Jay Allison
---------------------
M. Jay Allison
President
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EXHIBIT INDEX
EXHIBIT
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 (incorporated herein by reference to Exhibit
(d)(1) to the Tender Offer Statement on Schedule TO filed by Comstock
Resources, Inc., Comstock Holdings, Inc. and Comstock Acquisition
Inc. on November 15, 2001)
99.1 Joint Press Release issued by Comstock Resources, Inc. and DevX
Energy, Inc. on December 17, 2001 (incorporated herein by reference
to Exhibit 99.1 to the Tender Offer Statement on Schedule TO/A filed
by Comstock Resources, Inc., Comstock Holdings, Inc. and Comstock
Acquisition Inc. on December 17, 2001)