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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Santa Fe Synder 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)
80218K-10-5
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(CUSIP Number)
Duke R. Ligon
20 North Broadway,
Suite 1500
Oklahoma City, OK 73102
405-235-3611
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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. 80218K-10-5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Devon Energy Corporation ("Devon")
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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 36,424,413 shares
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 36,424,413 shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,424,413
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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)
19.9%**
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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 ("Santa Fe Snyder
Common Stock"), of Santa Fe Synder Corporation ("Santa Fe Synder") covered by
this item are purchasable by Devon upon exercise of an option granted by
Santa Fe Snyder to Devon on May 25, 2000 and described in Item 4 of this
Statement. Prior to the exercise of the option, Devon is not entitled to any
rights as a stockholder of Santa Fe Synder as to the shares of Santa Fe
Synder 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, Devon expressly disclaims
any beneficial ownership of the shares of Santa Fe Synder Common Stock
purchasable by Devon upon the exercise of the option, and Devon has no
present investment or dispositive power with respect to such shares. If the
option
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were exercised, Devon would have the sole right to vote or to dispose of the
shares of Santa Fe Synder Common Stock issued as a result of such exercise.
** Beneficial ownership percentages set forth herein assume that at May 24,
2000, there were shares of Santa Fe Synder 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
DEVON ENERGY CORPORATION
ITEM 1: SECURITY AND ISSUER
This Statement on Schedule 13D relates to the common stock, par
value $0.10 per share ("Santa Fe Synder Common Stock"), of Santa Fe Synder
Energy Corporation, a Delaware corporation ("Santa Fe Synder"). The address
of Santa Fe Synder's principal executive office is 20 North Broadway, Suite
1500, Oklahoma City, Oklahoma 73102-8260.
ITEM 2: IDENTITY AND BACKGROUND
The reporting person, Devon Energy Corporation ("Devon"), is
incorporated under the laws of the State of Delaware. The address of Devon's
principal executive office is 840 Gessner Road, Suite No. 1400, Houston,
Texas 77024. Devon 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 Devon 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 Devon.
(d) - (e) During the past five years, neither Devon 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 Santa Fe Synder Option (as defined below) was granted as an
inducement to and in consideration of entering into the Merger Agreement (as
defined below) and Devon's granting a reciprocal option to Santa Fe Synder.
Devon did not pay any cash consideration in respect of the Santa Fe Synder
Option and has not purchased any shares of Santa Fe Synder Common Stock
thereunder.
The exercise of the irrevocable option (the "Santa Fe Synder
Option") held by Devon pursuant to a Stock Option Agreement, dated as of May
25, 2000 (the "Santa Fe Synder Stock Option Agreement"), by and between Santa
Fe Synder (as issuer) and Santa Fe Snyder (as grantee), for up to 36,424,413
shares of Santa Fe Synder Common Stock would require (based on an Exercise
Price of $10.6625 per share, subject to adjustment) the payment of an
aggregate Exercise Price of approximately $388 million.
If the conditions precedent were satisfied to permit Devon to
exercise the Santa Fe Synder Option and Devon so exercised the Santa Fe
Synder Option, expects that it would fund its purchase through the use of one
or more of the following sources: working capital of Devon, bank borrowings
or other borrowings. Because the Santa Fe Synder Option under the Santa Fe
Synder 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
$0.10 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 Santa Fe Synder to Devon
contained in the Merger Agreement, by virtue of having entered into the Santa
Fe Synder Stock Option Agreement, Devon may be deemed to beneficially own
36,424,413 shares, or 19.9%, of the Santa Fe Synder Common Stock. Devon
expressly disclaims beneficial ownership in these shares because the Santa Fe
Synder Option is exercisable only in circumstances referred to in Item 4,
none of which has occurred as of the date hereof. Therefore, Devon has no
present investment or dispositive power with respect to these shares.
(c) Neither Devon nor, to the best of Devon's knowledge, any of the
individuals named on Annex A hereto, has effected any transactions in Santa
Fe Synder Common Stock during the last 60 days.
(d) So long as Devon has not purchased Santa Fe Synder Common Stock
subject to the Santa Fe Synder Option, Devon 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 Santa Fe Synder 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 Devon nor, to the best
of Devon'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 Santa Fe Synder, 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
7.1 Agreement and Plan of Merger, as amended, dated as of May 25,
2000, among Devon, Merger Co. and Santa Fe Snyder.
7.2 Stock Option Agreement, dated as of May 25, 2000, between
Santa Fe Synder, as issuer, and Devon, 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 5, 2000 By: Duke R. Ligon
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Senior Vice President and General Counsel
[SIGNATURE PAGE TO SCHEDULE 13D]
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Annex A
Information with Respect to Executive
Officers and Directors of Devon Energy Corporation
The following sets forth as to each of the executive officers and
directors of Devon Energy Corporation: his name, his business address; and
his present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Unless otherwise specified, the principal employer
of each such individual is Devon Energy Corporation, the business address of
which is 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102, and
each such individual identified below is a citizen of the United States. To
the knowledge of the undersigned, during the last five years, no such person
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), and no such person was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities law or finding any violation with respect to such
laws except as reported in Item 2(d) of this Section 13D.
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Directors:
Thomas F. Ferguson (1) Investment Manager
David M. Gavrin Private Investor
Michael E. Gellert Private Investor
Moulton Goodrum, Jr. Private Investor
John A. Hagg Chairman of the Board of Northstar
Energy Corporation
Henry R. Hamman Private Investor
William J. Johnson Private Investor
Michael M. Kanovsky Private Investor
Robert A. Mosbacher, Jr. Private Investor
J. Larry Nichols President and Chief Executive Officer of
Devon
James L. Pate Chairman of the Board of Devon
H.R. Sanders, Jr. Retired Senior Vice President of Devon
Brent Scowcroft Private Investor
Robert B. Weaver Private Investor
Executive Officers:
J. Larry Nichols President and Chief Executive Officer
Donald A. Garner (2) President and Chief Operating Officer of
Northstar Energy Corporation
J. Michael Lacey Senior Vice President - Exploration and
Production
Duke R. Ligon Senior Vice President - General Counsel
Marian J. Moon Senior Vice President - Administration
and Secretary
John Richels (2) Chief Executive Officer of Northstar
Energy Corporation
Darryl G. Smette Senior Vice President - Marketing
H. Allen Turner Senior Vice President - Corporate
Development
William T. Vaughn Senior Vice President - Finance
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(1) Citizen of the United Kingdom
(2) Citizen of Canada
