8-KOther Events

DEVON ENERGY CORP/DE 8-K Report (Jan 29, 2002)

Filed January 29, 2002For Securities:DVN

Summary

This 8-K filing from Devon Energy Corporation (DVN) reports on the completion of its acquisition of Mitchell Energy & Development Corp. (Mitchell) on January 24, 2002. The transaction was structured as a merger where Mitchell became a wholly-owned subsidiary of Devon. Each Mitchell common stock share was exchanged for 0.585 shares of Devon common stock and $31.00 in cash, excluding shares for which dissenters' rights were exercised. This acquisition significantly expands Devon's asset base and operational footprint. Investors should note that Devon has assumed Mitchell's outstanding option and bonus unit plans, with these instruments being automatically converted into rights to purchase Devon's common stock. The filing also references the incorporation of audited financial statements for Mitchell for the years ended December 31, 2000, 1999, and 1998, as well as unaudited statements for the nine months ended September 30, 2001. Pro forma combined financial statements for the merged entity are also available via incorporation by reference.

Key Highlights

  • 1Devon Energy completed the acquisition of Mitchell Energy & Development Corp. on January 24, 2002, through a merger.
  • 2The transaction involved the conversion of Mitchell's common stock into a combination of Devon's common stock (0.585 shares per Mitchell share) and cash ($31.00 per Mitchell share).
  • 3Devon assumed Mitchell's outstanding stock option and bonus unit plans, converting them into rights to purchase Devon's common stock.
  • 4The filing incorporates by reference audited financial statements of Mitchell for fiscal years 2000, 1999, and 1998.
  • 5Unaudited financial statements for Mitchell covering the nine months ended September 30, 2001, are also incorporated.
  • 6Pro forma combined financial statements reflecting the combined entity are available through a referenced Form S-4 filing.

Frequently Asked Questions

The key event reported is the completion of Devon Energy's acquisition of Mitchell Energy & Development Corp. through a merger, which became effective on January 24, 2002.

Mitchell Energy shareholders received 0.585 shares of Devon Energy common stock and $31.00 in cash for each share of Mitchell common stock they held, excluding shares for which dissenters' rights were exercised.

Devon Energy assumed Mitchell Energy's outstanding option and bonus unit plans. These were automatically converted into rights to purchase Devon's common stock, with adjustments made to the number of shares and the exercise price.

Audited financial statements for Mitchell Energy for fiscal years 2000, 1999, and 1998, as well as unaudited statements for the nine months ended September 30, 2001, are incorporated by reference. Additionally, pro forma combined financial statements for Devon are also incorporated by reference in a separate Form S-4 filing.