View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DevX Energy, Inc.
(Name of Subject Company)
Comstock Acquisition Inc.
Comstock Resources, Inc.
(Names of Filing Persons (Offeror))
Common Stock, par value $0.234 per share
(Title of Class of Securities)
25189P203
(CUSIP Number of Class of Securities)
M. Jay Allison
President and Chief Executive Officer
Comstock Resources, Inc.
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
(972) 668-8800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Jack E. Jacobsen
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 220
Dallas, Texas 75201
(214) 740-8000
CALCULATION OF FILING FEE
Transaction Value Amount of Filing Fee
Not Applicable Not Applicable
__ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: _____________ Filing Party: ____________________
Form or Registration No.: _____________ Date Filed: ______________________
X Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
X third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3. amendment to Schedule 13D
under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
EXHIBIT INDEX
Exhibit
No. Description
99.1 Press Release issued by Comstock Resources, Inc. on October 22, 2001
Exhibit 99.1
(Logo Omitted) 5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone: (972) 668-8800
Contact: Roland O. Burns
Sr. Vice President and
Chief Financial Officer
Web Site: www.comstockresources.com
NEWS RELEASE
For Immediate Release
COMSTOCK RESOURCES, INC. ENTERS INTO LETTER
OF INTENT TO ACQUIRE DEVX ENERGY, INC.
FRISCO, TEXAS, October 22, 2001 -- Comstock Resources, Inc. ("Comstock" or the
"Company")(NYSE:CRK) and DevX Energy, Inc. ("DevX") (Nasdaq: DVXE) announced
today that they have entered into a letter of intent which provides for Comstock
to offer to purchase all of the outstanding shares of DevX's common stock for
cash in the amount of $7.32 per share. The acquisition is subject to negotiation
and execution of a definitive agreement and approval by Comstock's and DevX's
board of directors.
DevX is an independent energy company based in Dallas, Texas engaged in the
exploration, development and acquisition of oil and gas properties. DevX's oil
and gas properties are located onshore primarily in East and South Texas,
Kentucky, Oklahoma and Kansas.
"DevX's oil and gas reserves are primarily natural gas, have a long life and
have low lifting costs", stated M. Jay Allison, President and Chief Executive
Officer of Comstock. "The acquisition of DevX will complement our existing oil
and gas reserve base and balance our onshore reserve growth with our offshore
reserve growth which is driven by our successful offshore exploration program."
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in the press release, when they become available,
because they will contain important information. If a definitive agreement is
signed, the tender offer statement will be filed by Comstock with the Securities
and Exchange Commission and the solicitation/recommendation statement will be
filed by DevX 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 Comstock and DevX at the SEC's web site at www.sec.gov.
This press release may contain "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ materially
from those described herein. Although the Company believes that the expectations
in such statements to be reasonable, there can be no assurance that such
expectations will prove to be correct.
Comstock Resources, Inc. is a growing independent energy company based in
Frisco, Texas and is engaged in oil and gas acquisitions, exploration and
development primarily in Texas, Louisiana and the Gulf of Mexico. The company's
stock is traded on the New York Stock Exchange under the symbol CRK.