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 26, 2001
Date of earliest event reported: OCTOBER 12, 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 2. Acquisition or Disposition of Assets
On October 12, 2001, Devon Energy Corporation ("Devon"), accepted all
of the Anderson Exploration Ltd. ("Anderson") common shares tendered by Anderson
stockholders pursuant to the Offer to Purchase for Cash and Directors' Circular
dated September 6, 2001, (the "Offer to Purchase"). In the Offer to Purchase,
Devon offered to purchase each outstanding common share, including the
associated rights, of Anderson, for C$40.00 per common share. The total common
shares accepted on October 12, 2001 represented approximately 97% of the
outstanding Anderson common shares. On October 17, 2001, Devon completed its
acquisition of Anderson by a compulsory acquisition under the Canada Business
Corporations Act of the remaining 3% of Anderson common shares. The total cost
to Devon of acquiring Anderson's outstanding common shares and paying for the
intrinsic value of Anderson's outstanding options and appreciation rights was
approximately $3.5 billion.
Devon financed a portion of the Anderson acquisition with proceeds from
its issuance of $3.0 billion of debt securities on October 3, 2001 through
its subsidiary Devon Financing Corporation, U.L.C. These debt securities were
made up of $1.75 billion of 6.875% notes due on September 30, 2011 and $1.25
billion of 7.875% debentures due on September 30, 2031. The remainder of the
purchase price was funded with borrowings under a $3.0 billion senior unsecured
credit facility Devon entered into on October 12, 2001 with UBS AG, Stamford
Branch; UBS Warburg LLC; Bank of America, N.A.; and Banc of America Securities
LLC. The new credit facility has a term of five years and the interest rates on
borrowings are determined based on a formula set forth in the facility.
The terms of the Anderson acquisition were described in the Offer to
Purchase which was included in Devon's Schedule 14D-1F filing of September 6,
2001. A press release announcing the acceptance of the tender offer by Anderson
shareholders was issued on October 12, 2001, and the information contained
therein is incorporated herein by reference to Exhibit 99.1 to Devon's Current
Report on Form 8-K filed October 12, 2001.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired
The financial statements of the business acquired are not included
herein but will be filed by an amendment to this Form 8-K no later than December
26, 2001.
(b) Pro Forma Financial Information
The pro forma financial information is not included herein but will be
filed by an amendment to this Form 8-K no later than December 26, 2001.
(c) Exhibits
2.1 Offer to Purchase for Cash and Directors' Circular dated
September 6, 2001, (incorporated by reference to Devon Energy
Corporation's and Devon Acquisition Corporation's Schedule
14D-1F filing, filed September 6, 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/ DANNY J. HEATLY
----------------------------------
Danny J. Heatly
Vice President
Date: October 26, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Offer to Purchase for Cash and Directors' Circular dated
September 6, 2001, (incorporated by reference to Devon Energy
Corporation's and Devon Acquisition Corporation's Schedule
14D-1F filing, filed September 6, 2001).