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 - September 13, 2000
Date of earliest event reported - August 29, 2000
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-30176 73-1567067
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (405) 235-3611
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ITEM 2. Acquisition or Disposition of Assets
On August 29, 2000, Devon Merger Co., a Delaware corporation
and direct, wholly-owned subsidiary of Devon Energy Corporation,
a Delaware Corporation ("Devon"), completed its merger (the
"Merger") with Santa Fe Snyder Corporation, a Delaware
corporation ("Santa Fe Snyder"), pursuant to the Agreement and
Plan of Merger dated May 25, 2000, as amended (the "Merger
Agreement"), by and among Devon, Devon Merger Co. and Santa Fe
Snyder. In the Merger, each issued and outstanding share of
common stock of Santa Fe Snyder, par value $0.01 per share, was
converted into the right to receive 0.22 shares of common stock
of Devon, par value $0.10 per share. This exchange ratio was
determined through arm's length negotiations between the parties.
In connection with the Merger, Santa Fe Snyder, the surviving
corporation, changed its name to Devon SFS Operating, Inc.
Devon expects to issue up to 43,303,662 shares of common
stock to the former holders of Santa Fe Snyder common stock. As
a result of the Merger, shares of Santa Fe Snyder common stock
cease to be outstanding and are cancelled; each holder of a
certificate representing shares of Santa Fe Snyder common stock
ceases to have any rights with respect to such shares. Each
certificate representing shares of Santa Fe Snyder common stock
now evidences (i) the number of whole shares of Devon common
stock into which such shares converted and (ii) the right to
receive cash for fractional shares of Devon common stock. The
stockholders of Devon and Santa Fe Snyder approved the Merger at
special meetings held August 29, 2000.
The terms of the Merger were described in the Joint Proxy
Statement/Prospectus of Devon and Santa Fe Snyder dated July 21,
2000, which was included in Devon's 424(b)(3) filing (Commission
File No. 333-39908). A press release announcing the adoption of
the Merger Agreement by the stockholders of each of Devon and
Santa Fe Snyder was issued on August 29, 2000, and the
information contained therein is incorporated herein by reference
to Exhibit 99.1 to Devon's Current Report on Form 8-K filed
August 29, 2000.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired
Consolidated Balance Sheet as of December 31, 1999 and 1998,
and Consolidated Statement of Operations, Consolidated
Statement of Cash Flows, Consolidated Statement of
Comprehensive Income and Consolidated Statement of
Shareholders' Equity for the Years Ended December 31, 1999,
1998 and 1997 (incorporated by reference to the Annual
Report of Santa Fe Snyder on Form 10-K for the year ended
December 31, 1999).
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Combined Financial Information
(incorporated by reference to the Combined Company Unaudited
Pro Forma Financial Information included in Devon's
Registration Statement on Form S-4 filed June 22, 2000 and
to the Pro Forma Information for the three-month and six-
month periods ended June 30, 2000 and 1999 included in the
Notes to Consolidated Financial Statements included in
Devon's Quarterly Report on Form 10-Q for the period ended
June 30, 2000).
(c) Exhibits
2.1 Agreement and Plan of Merger, between Devon Energy
Corporation, Devon Merger Co. and Santa Fe Snyder Corporation,
dated as of May 25, 2000 (incorporated by reference to Devon
Energy Corporation's 424(b)(3) filing, filed July 21, 2000).
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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.
DEVON ENERGY CORPORATION
Date: September 13, 2000 By: WILLIAM T. VAUGHN
William T. Vaughn,
Senior Vice President - Finance
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EXHIBIT INDEX
Exhibit
No. Description Method of Filing
----- ----------- ----------------
2.1 Agreement and Plan of Merger, Incorporated herein by reference
between Devon Energy Corporation,
Devon Merger Co. and Santa Fe
Snyder Corporation, dated as of
May 25, 2000, as amended.
