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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Devon Energy Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
251799-10-2
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(CUSIP Number)
Mark A. Older
840 Gessner Road
Suite No. 1400
Houston, Texas 77024
713-507-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 25, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 251799-10-2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Santa Fe Snyder Corporation ("Santa Fe Snyder")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 16,501,054* shares
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 16,501,054* shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,501,054*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%**
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14 TYPE OF REPORTING PERSON
CO
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* The shares of common stock, par value $0.10 per share ("Devon Common Stock"),
of Devon Energy Corporation ("Devon") covered by this item are purchasable by
Santa Fe Snyder upon exercise of an option granted by Devon to Santa Fe Snyder
on May 25, 2000 and described in Item 4 of this Statement. Prior to the exercise
of the option, Santa Fe Snyder is not entitled to any rights as a stockholder of
Devon as to the shares of Devon Common Stock covered by the option. The option
may be exercised only upon the occurrence of certain events referred to in Item
4, none of which has occurred as of the date hereof. As a result, Santa Fe
Snyder expressly disclaims any beneficial ownership of the shares of Devon
Common Stock purchasable by Santa Fe Snyder upon the exercise of the option, and
Santa Fe Snyder has no present investment or dispositive power with respect to
such shares. If the option
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were exercised, Santa Fe Snyder would have the sole right to vote or to dispose
of the shares of Devon Common Stock issued as a result of such exercise.
** Beneficial ownership percentages set forth herein assume that at May 24,
2000, there were 82,919,871 shares of Devon Common Stock outstanding. Pursuant
to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, shares
deemed to be beneficially owned by the reporting person as a result of the
option are also deemed to be outstanding for purposes of computing these
percentages.
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SCHEDULE 13D
OF
SANTA FE SNYDER CORPORATION
ITEM 1: SECURITY AND ISSUER
This Statement on Schedule 13D relates to the common stock, par value
$0.10 per share ("Devon Common Stock"), of Devon Energy Corporation, an Oklahoma
corporation ("Devon"). The address of Devon's principal executive office is 20
North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260.
ITEM 2: IDENTITY AND BACKGROUND
The reporting person, Santa Fe Snyder Corporation ("Santa Fe Snyder"),
is incorporated under the laws of the State of Delaware. The address of Santa Fe
Snyder's principal executive office is 840 Gessner Road, Suite No. 1400,
Houston, Texas 77024. Santa Fe Snyder is engaged in the exploration,
development, acquisition and production of crude oil and natural gas in the
United States and certain international areas.
The names of the directors and executive officers of Santa Fe Snyder
and their respective business addresses or residences, citizenship and present
principal occupations or employment, as well as the names, principal businesses
and addresses of any corporation or other organizations in which such employment
is conducted, are set forth in Annex A to this Statement and are specifically
incorporated herein by reference. Other than Santa Fe Snyder's executive
officers and directors, there is no corporation or other person ultimately
controlling Santa Fe Snyder.
(d) - (e) During the past five years, neither Santa Fe Snyder nor, to
the knowledge of Santa Fe Snyder, any of persons listed on Annex A hereto (i)
has been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Devon Option (as defined below) was granted as an inducement to and
in consideration of entering into the Merger Agreement (as defined below) and
Santa Fe Snyder's granting a reciprocal option to Devon. Santa Fe Snyder did not
pay any cash consideration in respect of the Devon Option and has not purchased
any shares of Devon Common Stock thereunder.
The exercise of the irrevocable option (the "Devon Option") held by
Santa Fe Snyder pursuant to a Stock Option Agreement, dated as of May 25, 2000
(the "Devon Stock Option Agreement"), by and between Devon (as issuer) and Santa
Fe Snyder (as grantee), for up to 16,501,054 shares of Devon Common Stock would
require (based on an Exercise Price of $56.4875 per share, subject to
adjustment) the payment of an aggregate Exercise Price of approximately $932
million.
If the conditions precedent were satisfied to permit Santa Fe Snyder to
exercise the Devon Option and Santa Fe Snyder so exercised the Devon Option,
Santa Fe Snyder expects that it would fund its purchase through the use of one
or more of the following sources: working capital of Santa Fe Snyder, bank
borrowings or other borrowings. Because the Devon Option under the Devon Stock
Option Agreement is not currently exercisable, no determination has been made at
this time as to the source of such funds.
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ITEM 4: PURPOSE OF TRANSACTION
MERGER AGREEMENT
On May 25, 2000, Santa Fe Snyder, Devon and Devon Merger Co., a
Delaware corporation ("Merger Co."), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), whereby, subject to the conditions stated
therein, Merger Co. will merge with and into Santa Fe Snyder (the "Merger"). As
a result of the Merger, Santa Fe Snyder will become a wholly owned subsidiary of
Devon. In the Merger, each share of common stock of Santa Fe Snyder, par value
$0.01 per share (the "Santa Fe Snyder Common Stock"), issued and outstanding
immediately prior to the effective time of the Merger will be converted into the
right to receive 0.22 shares of common stock of Devon, par value $0.10 per share
(the "Devon Common Stock").
The closing of the Merger (the "Closing") will occur on the first
business day immediately following the day on which all of the conditions to the
Merger contained in the Merger Agreement have been satisfied or waived or on
such other date as Santa Fe Snyder and Devon may agree (the "Closing Date"). The
Closing is conditioned upon approval of the stockholders of both Santa Fe Snyder
and Devon as well as the receipt of all applicable regulatory approvals,
including the expiration or termination of the waiting period prescribed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other
customary conditions all as further described in the Merger Agreement.
The Merger Agreement provides for limitations on the solicitation by
Devon and Santa Fe Snyder and their respective directors, officers, employees,
agents, affiliates or other representatives of any proposal or offer (other than
by the other party) with respect to certain types of business combinations and
transactions. The Merger Agreement also provides for a termination fee payable
to Santa Fe Snyder or Devon by the other if the Merger Agreement is terminated
for certain reasons.
The Merger Agreement is filed herewith as Exhibit 7.1 and incorporated
by reference. All references herein are qualified in their entirety by reference
to the Merger Agreement.
As a result of the Merger, Santa Fe Snyder Common Stock will no longer
be listed for trading on the NYSE.
DEVON STOCK OPTION AGREEMENT
GENERAL. In connection with, and as an inducement to, the execution and
delivery of the Merger Agreement, Santa Fe Snyder and Devon entered into the
Devon Stock Option Agreement pursuant to which Devon granted to Santa Fe Snyder
an option to purchase up to 16,501,054 shares of Devon Common Stock (subject to
adjustment as provided in the Devon Stock Option Agreement) at a price per share
of $56.4875 (subject to adjustment as provided in the Devon Stock Option
Agreement).
In connection with the execution of the Merger Agreement and the Devon
Stock Option Agreement, Santa Fe Snyder and Devon entered in a reciprocal stock
option agreement (the "Santa Fe Stock Option Agreement") pursuant to which Santa
Fe Snyder granted to Devon an option (the "Santa Fe Option") to purchase up to
36,424,413 shares of Santa Fe Snyder Common Stock (subject to adjustment as
provided in the Santa Fe Stock Option Agreement) at a price per share of
$10.6625 (subject to adjustment as provided in the Santa Fe Stock Option
Agreement).
The following is summary of certain provision of the Devon Stock Option
Agreement.
EXERCISE OF THE OPTIONS. The Devon Option will be exercisable, in whole
or in part, at any time and from time to time following the occurrence of an
exercise event (an "Exercise Event").
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An "Exercise Event" is (i) any of the events giving rise to the
obligation of Devon to pay the $103 million fee under Section 8.5(b) of the
Merger Agreement or (ii) the event giving rise to the obligation of Devon to pay
the $56.65 million fee under Section 8.5(b) of the Merger Agreement after an
event giving rise to the obligation to pay the $46.35 million fee under Section
8.5(b) of the Merger Agreement has already occurred.
Devon is required to pay the $103 million fee under Section 8.5(b) of
the Merger Agreement if:
(i) Devon terminates the Merger Agreement after the Board of
Directors of Devon both:
(a) determines that proceeding with the Merger would be
inconsistent with its fiduciary obligations because
Devon has received an unsolicited, bona fide proposal
from a third party with respect to all the
outstanding Devon Common Stock or all or
substantially all the assets of Devon that is
superior to the Merger, and
(b) elects to terminate the Merger Agreement prior to the
date that the shareholders of both of Devon and Santa
Fe Snyder have approved the Merger Agreement and the
Merger, subject to certain conditions; or
(ii) Santa Fe Snyder terminates the Merger Agreement after both:
(a) the public announcement, or receipt by the Board of
Directors of Devon, of a tender offer, merger,
consolidation, business combination or similar
transaction including any assets or class of capital
stock of Devon by or with a third party, and
(b) the Board of Directors of Devon has withdrawn or
materially modified, in a manner adverse to Santa Fe
Snyder, its approval or recommendation of the Merger
or recommended the other proposal, or resolved to do
so.
Devon is required to pay the $46.35 million fee under Section
8.5(b)(ii) of the Merger Agreement if:
(i) the Merger Agreement is terminated after either:
(a) the public announcement of a tender offer, merger,
consolidation, business combination or similar
transaction including any assets or class of capital
stock of Devon by or with a third party (a "Devon
Acquisition"), or
(b) a Devon stockholders meeting (including reconvened
meetings after adjournments or postponements thereof)
has been held, and the stockholders at that meeting
failed to approve the Merger and the Merger
Agreement.
If Devon executes and delivers an agreement with respect to any Devon
Acquisition or a Devon Acquisition is consummated, in any such case, within 12
months from the date of termination pursuant to Section 8.5(b)(ii) of the Merger
Agreement, Devon shall pay an additional $56.65 million fee.
The Devon Option will remain exercisable until the earliest to occur of
(i) the effective time of the Merger, (ii) the first anniversary of the receipt
by Santa Fe Snyder of written notice from Devon of the occurrence of an Exercise
Event and (iii) termination of the Merger Agreement in accordance with its terms
prior to the occurrence of the later of (x) an Exercise Event and (y) the event
giving rise to the payment of the $103 million fee under Section 8.5 of the
Merger Agreement (the "Option Term"). If the Devon Option is not theretofore
exercised, the rights and obligations set forth in this Agreement will terminate
at the expiration of the Option Term.
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REPURCHASE AT THE OPTION OF SANTA FE SNYDER. At the request of Santa Fe
Snyder made at any time and from time to time after the occurrence of an
Exercise Event and prior to 120 days after the expiration of the Option Term
(the "Put Period"), Devon will repurchase from Santa Fe Snyder (a) any
unexercised portion of the Devon Option (or any portion that has been exercised
but as to which the closing has not occurred) and (b) all or any portion of the
shares of Devon Common Stock purchased by Santa Fe Snyder pursuant to the Stock
Option Agreement.
The aggregate price of such repurchase will be equal to the sum of (i)
the aggregate Exercise Price paid for any shares sold; (ii) the excess, if any,
of the Applicable Price (defined below in this Item 5) over the Exercise Price
paid by Santa Fe Snyder for each share sold multiplied by the number of such
shares; and (iii) the excess, if any, of (x) the Applicable Price over (y) the
Exercise Price multiplied by the number of shares subject to the unexercised
portion of the Devon Option as to which Santa Fe Snyder is exercising the
repurchase right. For purposes of the Devon Stock Option Agreement, "Applicable
Price" means the highest of (i) the highest purchase price per share paid
pursuant to a third party's tender or exchange offer made for shares of Devon
Common Stock, (ii) the price per share to be paid by any third person for shares
of Devon Common Stock pursuant to the agreement for certain business combination
transactions, and (iii) the average of the closing prices of Devon Common Stock
during a 10 trading day period.
REGISTRATION RIGHTS. Santa Fe Snyder will have certain rights to
require the registration under the securities laws of any shares purchased
pursuant to the Devon Option if necessary for Santa Fe Snyder to be able to sell
such shares.
PROFIT LIMITATION. The Devon Stock Option Agreement limits the amount
of profit that Santa Fe Snyder may be deemed to have received with respect to
the Devon Option (which includes the amount of any termination fee paid or
payable to Santa Fe Snyder) to $103 million.
The Merger Agreement and the Devon Stock Option Agreement are filed
herewith as Exhibits 7.1 and 7.2, respectively, and incorporated herein by this
reference. Any summary of the agreements and transactions described in this
Statement are qualified in their entirety by the specific language of the Merger
Agreement and the Devon Stock Option Agreement.
Except as set forth herein, Santa Fe Snyder currently does not have any
plans or proposals that relate to or would result in the occurrence of any of
the actions specified in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Based upon representations of Devon to Santa Fe Snyder
contained in the Merger Agreement, by virtue of having entered into the Devon
Stock Option Agreement, Santa Fe Snyder may be deemed to beneficially own
16,501,054 shares, or 16.6%, of the Devon Common Stock. Santa Fe Snyder
expressly disclaims beneficial ownership in these shares because the Devon
Option is exercisable only in circumstances referred to in Item 4, none of which
has occurred as of the date hereof. Therefore, Santa Fe Snyder has no present
investment or dispositive power with respect to these shares.
(c) Neither Santa Fe Snyder nor, to the best of Santa Fe Snyder's
knowledge, any of the individuals named on Annex A hereto, has effected any
transactions in Devon Common Stock during the last 60 days.
(d) So long as Santa Fe Snyder has not purchased Devon Common Stock
subject to the Devon Option, Santa Fe Snyder does not have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of the Devon Common Stock.
(e) Not applicable.
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ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Reference is made to Item 4 for a description of the Merger Agreement
and the Stock Option Agreements.
Except as provided in the Merger Agreement, the Devon Stock Option
Agreement or as set forth in this Statement, neither Santa Fe Snyder nor, to the
best of Santa Fe Snyder's knowledge, any of the individuals named in Annex A
hereto, has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of Devon,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Agreement and Plan of Merger, as amended, dated as of May 25,
2000, among Devon, Merger Co. and Santa Fe Snyder.
Exhibit 2 Stock Option Agreement, dated as of May 25, 2000, between
Devon, as issuer, and Santa Fe Snyder, as grantee.
[SIGNATURE PAGE TO FOLLOW]
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete.
Date: June 8, 2000 By: /s/ David L. Hicks
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David L. Hicks
Vice President -- Law and
General Counsel
[SIGNATURE PAGE TO SCHEDULE 13D]
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Annex A
DIRECTORS AND EXECUTIVE OFFICERS
OF SANTA FE SNYDER CORPORATION
For each director and executive officer of Santa Fe Snyder Corporation,
the following table sets forth the name, business address and present principal
occupation. Unless otherwise indicated below, each such person is a citizen of
the United States of America, the business address of each such person is c/o
Santa Fe Snyder Corporation, 840 Gessner Road, Suite No. 1400, Houston, Texas
77024, and each listed position is with Santa Fe Snyder Corporation.
<TABLE>
<CAPTION>
DIRECTORS BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
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<S> <C> <C>
John C. Snyder Santa Fe Snyder Corporation Chairman of the Board of Santa Fe
840 Gessner Road, Suite No. 1400 Snyder Corporation
Houston, Texas 77024
William E. Greehey Valero Energy Corporation Chairman of the Board, Chief Executive
One Valero Place Officer and Director of Valero Energy
San Antonio, Texas 78212 Corporation
Harold R. Logan, Jr. TransMontaigne Inc. Executive Vice President/Finance and a
370 17th Street, Suite No. 2750 Director of TransMontaigne Inc.
Denver, Colorado 80202
Edward T. Story SOCO International plc President of SOCO International plc
622 High Street
Comfort, Texas 78013
Melvyn N. Klein GKH Partners, L.P. Attorney and Managing General Partner
Mercantile Tower MT 209 of GKH Partners, L.P.
615 North Upper Broadway, Suite 1940
Corpus Christi, Texas 78477
John A. Hill First Reserve Corporation Vice Chairman and Managing Director
475 Steamboat Road of First Reserve Corporation
Greenwich, Connecticut 06830
James L. Payne Santa Fe Snyder Corporation Chief Executive Officer of Santa Fe
840 Gessner Road, Suite No. 1400 Snyder Corporation
Houston, Texas 77024
Allan V. Martini c/o Santa Fe Snyder Corporation Retired Vice President
840 Gessner Road, Suite No. 1400 Exploration/Production and Director
Houston, Texas 77024 of Chevron Corporation
James E. McCormick c/o Santa Fe Snyder Corporation Retired President, Chief Operating
840 Gessner Road, Suite No. 1400 Officer and Director of Oryx Energy
Houston, Texas 77024 Company
Reuben F. Richards c/o Santa Fe Snyder Corporation Retired Chairman of the Board, Terra
840 Gessner Road, Suite No. 1400 Industries Inc.
Houston, Texas 77024
Kathryn D. Wriston Shearman & Sterling Director of various corporations
599 Lexington Avenue and organizations, including
New York, New York 10022 Northwestern Mutual Life
Insurance Company and the Stanley
Works (manufacturer of tools)
</TABLE>
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<TABLE>
<CAPTION>
OFFICERS AND EMPLOYEES BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
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<S> <C> <C>
Hugh L. Boyt Santa Fe Snyder Corporation President - North America for Santa Fe
840 Gessner Road, Suite No. 1400 Snyder Corporation
Houston, Texas 77024
Janet F. Clark Santa Fe Snyder Corporation Executive Vice President - Corporate
840 Gessner Road, Suite No. 1400 Development for Santa Fe Snyder
Houston, Texas 77024 Corporation
Mark A. Jackson Santa Fe Snyder Corporation Executive Vice President and Chief
840 Gessner Road, Suite No. 1400 Financial Officer for Santa Fe Snyder
Houston, Texas 77024 Corporation
Timothy S. Parker Santa Fe Snyder Corporation President - International for Santa Fe
840 Gessner Road, Suite No. 1400 Snyder Corporation
Houston, Texas 77024
Duane C. Radtke Santa Fe Snyder Corporation Executive Vice President - Production
840 Gessner Road, Suite No. 1400 for Santa Fe Snyder Corporation
Houston, Texas 77024
David L. Hicks Santa Fe Snyder Corporation Vice President - Law and General
840 Gessner Road, Suite No. 1400 Counsel for Santa Fe Snyder
Houston, Texas 77024 Corporation
</TABLE>
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