FORM 8K-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A
AMENDMENT NO. 1
TO
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
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 2. Acquisition or Disposition of Assets
Pursuant to the Agreement and Plan of Merger dated November 12, 2001 (the
"Merger Agreement"), by and between Comstock Resources, Inc., the Registrant
("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 ("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withdrawn representing approximately 97% of the issued and outstanding Shares.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not withdrawn pursuant to the Offer. 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 total amount of funds required by Purchaser to consummate the Offer and
the Merger was approximately $92.6 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. (the "Credit Facility").
Please see the disclosure under Item 5 of this Form 8-K for more information
about the Credit Facility.
Item 5. Other Events
(A) As stated above, Comstock entered into a new $350 million Credit
Facility on December 17, 2001. The Credit Facility is a three year revolving
credit facility and has an initial borrowing base of $270 million. The Credit
Facility was used to, among other purposes, refinance Comstock's existing bank
debt and to finance the acquisition of the Shares. A copy of the Credit
Agreement by and among Comstock, each lender from time to time party thereto,
Toronto Dominion (Texas), Inc., as administrative agent, and Toronto-Dominion
Bank, as Issuing Bank, dated as of December 17, 2001, is attached hereto as
Exhibit 10.1.
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Indebtedness under the Credit Facility is secured by substantially all of
Comstock's and its subsidiaries' assets. The subsidiaries are guarantors of the
indebtedness. The Credit Facility will be subject to borrowing base
availability, which will be redetermined semiannually based on the banks'
estimates of the future net cash flows of the borrower's oil and gas properties.
The borrowing base may be affected by the performance of the borrower's
properties and changes in oil and gas prices. The determination of the borrowing
base will be at the sole discretion of the administrative agent and the bank
group. The revolving credit line under the Credit Facility will bear interest,
based on the utilization of the borrowing base, at the option of Comstock at
either (i) LIBOR plus 1.5% to 2.375% or (ii) the base rate plus 0.5% to 1.375%.
The Credit Facility will mature on January 2, 2005 or such earlier date as
Comstock may elect. The Credit Facility contains covenants that, among other
things, restrict the payment of cash dividends, limit the amount of consolidated
debt and limit the borrower's ability to make certain loans and investments.
Financial covenants include the maintenance of a current ratio, maintenance of
tangible net worth and maintenance of an interest coverage ratio. (B) On
December 19 and 20, 2001, DevX repurchased approximately $49.8 million of the
outstanding $50 million of DevX's 12.5% Senior Notes due in 2008 for 110% of the
principal amount plus accrued interest.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired -
The audited Consolidated Statements of Operations, audited Consolidated
Statements of Cash Flows and audited Consolidated Statements of Changes in
Shareholders' Equity of DevX Energy, Inc. for the years ended December 31, 2000,
1999 and 1998; the audited Consolidated Balance Sheets of DevX Energy, Inc. as
of December 31, 2000 and 1999; and the accompanying Notes to Consolidated
Financial Statements of DevX Energy, Inc. are attached hereto as Exhibit 99.2.
The unaudited Consolidated Statements of Operations and unaudited
Consolidated Statements of Cash Flows of DevX Energy, Inc. for the nine months
ended September 30, 2001 and 2000; the unaudited Balance Sheets of DevX Energy,
Inc. as of September 30, 2001 and December 31, 2000; and the accompanying Notes
to Consolidated Financial Statements of DevX Energy, Inc. are attached hereto as
Exhibit 99.3.
(b) Pro Forma Financial Information -
The Unaudited Pro Forma Combined Statements of Operations for the year
ended December 31, 2000 and for the nine months ended September 30, 2001; the
Unaudited Pro Forma Combined Balance Sheet as of September 30, 2001; and the
accompanying Notes to the Unaudited Pro Forma Combined Financial Statements are
attached hereto as Exhibit 20.2.
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(c) Exhibit
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Exhibit Description
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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 the
Company on November 15, 2001).
10.1* Credit Agreement, dated as of December 17, 2001, by and among Comstock
Resources, Inc., as borrower, each lender from time to time party
thereto, Toronto Dominion (Texas), Inc., as administrative agent, and
Toronto- Dominion Bank, as Issuing Bank.
20.1** Unaudited Pro Forma Combined Financial Statements of Comstock
Resources, Inc.
23.2** Consent of Ernst & Young LLP dated February 4, 2002.
99.1 Press Release issued by Comstock Resources, Inc. on December 17, 2001
(incorporated herein by reference to Exhibit (a)(1) to the Tender
Offer Statement on Schedule TO filed by the Company on December 13,
2001).
99.2** Audited Annual Financial Statements of DevX Energy, Inc., excerpted
from pages F-1 through F-26 of the DevX Energy, Inc. Annual Report on
Form 10- K for the year ended December 31, 2000 and filed with the
Commission on March 15, 2001.
99.3** Unaudited Interim Financial Statements of DevX Energy, Inc., excerpted
from pages 1 through 6 of the DevX Energy, Inc. Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001 and filed with the
Commission on November 14, 2001.
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* Previously filed
**Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMSTOCK RESOURCES, INC.
Dated: February 6, 2002 By:/s/ROLAND O. BURNS
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ROLAND O. BURNS
Senior Vice President, Chief Financial Officer,
Secretary, and Treasurer (Principal Financial and
Accounting Officer)
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Exhibit Index
Exhibit Description
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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 the Company on
November 15, 2001).
10.1* Credit Agreement, dated as of December 17, 2001,
by and among Comstock Resources, Inc., as
borrower, each lender from time to time party
thereto, Toronto Dominion (Texas), Inc., as
administrative agent, and Toronto-Dominion Bank,
as Issuing Bank.
20.1** Unaudited Pro Forma Combined Financial Statements
of Comstock Resources, Inc. 23.2** Consent of
Ernst & Young LLP dated February 4, 2002.
99.1 Press Release issued by Comstock Resources, Inc.
on December 17, 2001 (incorporated herein by
reference to Exhibit (a)(1) to the Tender Offer
Statement on Schedule TO filed by the Company on
December 13, 2001).
99.2** Audited Annual Financial Statements of DevX
Energy, Inc., excerpted from pages F-1 through
F-26 of the DevX Energy, Inc. Annual Report on
Form 10-K for the year ended December 31, 2000 and
filed with the Commission on March 15, 2001.
99.3** Unaudited Interim Financial Statements of DevX
Energy, Inc., excerpted from pages 1 through 6 of
the DevX Energy, Inc. Quarterly Report on Form
10-Q for the quarter ended September 30, 2001 and
filed with the Commission on November 14, 2001.
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*Previously filed
**Filed herewith.
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