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: OCTOBER 11, 2001
Date of earliest event reported: OCTOBER 4, 2001
DEVON ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-30176 73-1567067
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 235-3611
ITEM 5. OTHER EVENTS
On October 4, 2001, the Rights Agreement dated as of August 17, 1999,
by and between Devon Energy Corporation and Fleet National Bank (f/k/a/
BankBoston, N.A.) as Rights Agent was amended pursuant to Section 27 of the
Rights Agreement.
On October 5, 2001, Devon Energy Corporation ("Devon"), Devon NewCo
Corporation, a wholly owned subsidiary of Devon ("NewCo"), and Mitchell Energy &
Development Corp. ("Mitchell") fully executed an amended and restated Merger
Agreement originally entered into on August 13, 2001.
On October 5, 2001, Devon and George P. Mitchell and Cynthia Woods
Mitchell executed an amended and restated Principal Shareholders Agreement
Containing a Voting Agreement and an Irrevocable Proxy (the "Shareholders
Agreement") and an Investor Rights Agreement (the "Investor Agreement") as an
inducement and a condition to Devon's and NewCo's execution of the Merger
Agreement originally entered into on August 13, 2001.
On October 5, 2001, Devon and Mitchell announced in a news release that
the board of directors of each company had approved an amendment to their merger
agreement.
The amended rights agreement, the amended and restated merger
agreement, the amended and restated shareholders agreement, the amended and
restated investor rights agreement and the October 5, 2001 news release, are
filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, to this Current
Report on Form 8-K, and the contents of such Exhibits are incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Amended Rights Agreement
99.2 Amended and Restated Merger Agreement
99.3 Amended and Restated Principal Shareholders Agreement
99.4 Amended and Restated Investor Rights Agreement
99.5 News release dated October 5, 2001
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
DEVON ENERGY CORPORATION
By: /s/ Marian J. Moon
--------------------------
Marian J. Moon
Senior Vice President
Date: October 11, 2001
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Amended Rights Agreement
99.2 Amended and Restated Merger Agreement
99.3 Amended and Restated Principal Shareholders Agreement
99.4 Amended and Restated Investor Rights Agreement
99.5 News release dated October 5, 2001