-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J7Oql+5Gbumsxso+/X9T4m2X8k4UQp8+Xre68GVow962CqksDgmsommKD5DmUxs1 4IqDxWVzWh87rht84Wpkrg== /in/edgar/work/20000913/0000909334-00-000124/0000909334-00-000124.txt : 20000922 0000909334-00-000124.hdr.sgml : 20000922 ACCESSION NUMBER: 0000909334-00-000124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000913 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE SNYDER CORP CENTRAL INDEX KEY: 0000086772 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 362722169 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07667 FILM NUMBER: 721943 BUSINESS ADDRESS: STREET 1: 840 GESSNER STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7135075000 MAIL ADDRESS: STREET 1: 840 GESSNER CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE ENERGY RESOURCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SANTA FE NATURAL RESOURCES INC DATE OF NAME CHANGE: 19900111 8-K 1 0001.txt 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) 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). 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 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. -----END PRIVACY-ENHANCED MESSAGE-----