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): 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withdrawn representing approximately 97% of the issued and outstanding Shares.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not withdrawn pursuant to the Offer.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 and to pay the fees and expenses related thereto is estimated by
Comstock to have been approximately $93 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 will be 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.
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
2
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 January 2, 2005 anniversary of the closing
thereof 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.
3
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of the business acquired as required by this Item will
be filed by an amendment to this Current Report on Form 8-K as soon as
practicable, but no later than 60 days after the date that the initial report on
Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information as required by this Item will be filed by an
amendment to this Current Report on Form 8-K as soon as practicable, but no
later than 60 days after the date that the initial report on Form 8-K must be
filed.
(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 (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
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/A filed by the Company on
December 17, 2001)
4
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: December 21, 2001 By: /s/ M. Jay Allison
-------------------
M. Jay Allison
President and Chief Executive Officer
5
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 (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
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 17, 2001)