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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 Holdings, 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 2200
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
November 13, 2001
[GRAPHIC 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
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For Immediate Release
COMSTOCK RESOURCES, INC. TO ACQUIRE DEVX ENERGY, INC.
DEVX ENERGY, INC.'S BOARD RECOMMENDS CASH OFFER
FRISCO, TEXAS, November 13, 2001 -- Comstock Resources, Inc. ("Comstock" or the
"Company")(NYSE:CRK) announced today that it has entered into a definitive
agreement with DevX Energy, Inc. ("DevX") (Nasdaq: DVXE) providing for the
acquisition of DevX by a wholly owned subsidiary of Comstock in a transaction in
which DevX's stockholders would receive $7.32 in cash per DevX share.
The acquisition will be effected by a first step cash tender offer for all of
DevX's outstanding common stock. The tender offer is expected to commence on
November 15, 2001 and to remain open for at least 20 business days. The tender
offer will be followed by a merger in which stockholders whose shares are not
acquired in the tender offer will receive $7.32 per share in cash. The offer is
conditioned on, among other things, greater than 50% of the outstanding DevX
shares being tendered. The Board of Directors of DevX recommends that DevX
stockholders tender their shares to Comstock in the offer.
DevX is an independent energy company based in Dallas, Texas engaged in the
exploration, development and acquisition of oil and gas properties. DevX owns
interest in 636 producing oil and gas wells located onshore primarily in East
and South Texas, Kentucky, Oklahoma and Kansas. Comstock estimates that the
acquisition of DevX will add approximately 155 billion cubic feet equivalent of
natural gas reserves to Comstock's proved oil and gas reserve base. DevX's oil
and gas reserves are 96% natural gas and are 69% proved developed.
"We expect that 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," stated
M. Jay Allison, President and Chief Executive Officer of Comstock.
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 this press release, when they become available,
because they will contain important information. 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.