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 (AMENDMENT NO. 1) 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 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 * Estimated for purposes of calculating the amount of the filing fee only. Calculated by adding (i) 12,649,522, the number of shares of common stock outstanding as of November 12, 2001, multiplied by the $7.32 per share tender offer price, (ii) an estimated 522,500 shares of common stock subject to options with an exercise price of less than $7.32 per share, multiplied by $7.32 less $6.89, the average exercise price of such options, and (iii) 265,000 shares of common stock subject to warrants multiplied by $7.32 less $7.00, the exercise price of such warrants. ** Calculated as 1/50 of 1% of the transaction value.
- ---------------------------------------------------------------------------------------------------------------------- Transaction Value * Amount of Filing Fee** - ------------------------------------------------------------ --------------------------------------------------------- $92,903,976 $18,581 - ------------------------------------------------------------ --------------------------------------------------------- [X] 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. [ ] 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: [ ]
Amount Previously Paid: $18,581 Filing Party: Comstock Resources, Inc. Form or Registration No.: Schedule TO Date Filed: November 15, 2001 This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed on November 15, 2001 (the "Schedule TO") by Comstock Acquisition Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Comstock Holdings, Inc., a Delaware corporation ("Holdings"), which, in turn, is a wholly owned subsidiary of Comstock Resources, Inc., a Nevada corporation ("Comstock"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.234 per share (the "Shares"), of DevX Energy, Inc., a Delaware corporation ("DevX"), at a purchase price of $7.32 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 15, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Offer to Purchase or the Schedule TO. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented to include the following information: Section 14. Certain Conditions of the Offer. The last paragraph of Section 14 of the Offer to Purchase on page 29 is amended to add the following sentence at the end of such paragraph: "All conditions to the Offer, other than the condition involving receipt of necessary governmental approvals, must be satisfied or waived on or prior to the Expiration Date." ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended and supplemented to include the following information: Section 17. Miscellaneous. Section 17 of the Offer to Purchase on page 31 is amended to add to following paragraph as the last paragraph of such section: "The Private Securities Litigation Reform Act of 1995, by its terms, does not apply to tender offers. Forward-looking statements made in connection with the Offer have, therefore, not been protected by such Act's safe harbor provisions." ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase dated November 15, 2001.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The Wall Street Journal on November 15, 2001.* (a)(8) Press Release issued by Comstock on November 13, 2001.* (a)(9) Press Release issued by Comstock on October 22, 2001.** (b)(1) Commitment Letter dated November 14, 2001 between Holdings and Friedman, Billings, Ramsey & Co., Inc., as an Arranger and Bookrunner.* (b)(2) Commitment Letter dated November 14, 2001 between Comstock and TD Securities (USA), Inc.* (d)(1) Agreement and Plan of Merger dated as of November 12, 2001 among Comstock, Holdings, Purchaser and DevX.* (d)(2) Confidentiality Agreement dated January 16, 2001 between Comstock and DevX.* (g) None. (h) None. - ---------- * Incorporated by reference to the Schedule TO filed by Comstock, Holdings and Purchaser on November 15, 2001. ** Incorporated herein by reference to the Schedule TO-C filed by Comstock on October 22, 2001. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 2 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 28, 2001 COMSTOCK ACQUISITION INC. By: /s/ M. Jay Allison ------------------------------------- M. Jay Allison President COMSTOCK HOLDINGS, INC. By: /s/ M. Jay Allison ------------------------------------- M. Jay Allison President COMSTOCK RESOURCES, INC. By: /s/ M. Jay Allison ------------------------------------- M. Jay Allison Chairman, President and Chief Executive Officer 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(1) Offer to Purchase dated November 15, 2001.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The Wall Street Journal on November 15, 2001.* (a)(8) Press Release issued by Comstock on November 13, 2001.* (a)(9) Press Release issued by Comstock on October 22, 2001.** - ---------- * Incorporated by reference to the Schedule TO filed by Comstock, Holdings and Purchaser on November 15, 2001. ** Incorporated herein by reference to the Schedule TO-C filed by Comstock on October 22, 2001.
(b)(1) Commitment Letter dated November 14, 2001 between Holdings and Friedman, Billings, Ramsey & Co., Inc., as an Arranger and Bookrunner.* (b)(2) Commitment Letter dated November 14, 2001 between Comstock and TD Securities (USA), Inc.* (d)(1) Agreement and Plan of Merger dated as of November 12, 2001 among Comstock, Holdings, Purchaser and DevX.* (d)(2) Confidentiality Agreement dated January 16, 2001 between Comstock and DevX.* (g) None. (h) None.