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 SFS OPERATING, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-07667 36-2722169
(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
Santa Fe Snyder Corporation
(Former name of company)
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ITEM 1. Changes in Control of Registrant
On August 29, 2000, Santa Fe Snyder Corporation experienced
a change in control pursuant to the transaction described in Item 2.
ITEM 2. Acquisition or Disposition of Assets
On August 29, 2000, Santa Fe Snyder Corporation ("Santa Fe
Snyder") completed its merger (the "Merger") with Devon Merger
Co., a Delaware corporation and direct, wholly-owned subsidiary
of Devon Energy Corporation, a Delaware Corporation ("Devon"),
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.
It is expected that Devon will 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
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(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, as amended (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 SFS OPERATING, INC.
Date: September 13, 2000 By: WILLIAM T. VAUGHN
William T. Vaughn,
Senior Vice President
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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.
