FORM 8K
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upon, among other things, there having been validly tendered and not withdrawn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)