SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Mitchell Energy & Development Corp.
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(Name of Issuer)
Class A Common Stock, par value $0.10 per share
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(Title of Class of Securities)
606592 20 2
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(CUSIP Number)
Duke R. Ligon
Senior Vice President and General Counsel
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, OK 73102
(405) 235-3611
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 2001
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box ?
(Continued on following pages)
(Page 1 of 5 Pages)
CUSIP NO.: 606592 20 2 SCHEDULE 13D PAGE 2 OF 5
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Devon Energy Corporation (73-1567067)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
100 (1)
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 22,976,045(2)
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
100 (1)
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10 WITH SHARED DISPOSITIVE POWER
22,976,045(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,976,145(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.0 %
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14 TYPE OF REPORTING PERSON
CO
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(1) Includes 100 shares of Class A Common Stock purchased by Devon Energy
Corporation from George P. Mitchell on August 13, 2001 for aggregate
consideration of $6,212.00.
(2) Includes 22,976,045 shares of Class A Common Stock that may be deemed to be
beneficially owned by Devon Energy Corporation pursuant to the Amended and
Restated Shareholders Agreement described in Item 6 below.
PAGE 3 OF 5
ITEM 4. PURPOSE OF THE TRANSACTION
On October 5, 2001, Devon Energy Corporation ("Devon"), Devon NewCo
Corporation, a wholly owned subsidiary of Devon ("NewCo"), Devon Holdco
Corporation, a wholly owned subsidiary of Devon ("Alternate Holdco"), Devon
Merger Corporation, a wholly owned subsidiary of Alternate Holdco ("Devon Merger
Sub"), Mitchell Merger Corporation, a wholly owned subsidiary of Alternate
Holdco ("Mitchell Merger Sub"), and Mitchell Energy & Development Corp. (the
"Company") entered into an amended and restated merger agreement (the "Amended
and Restated Merger Agreement") that amended and restated in its entirety the
merger agreement (the "Original Merger Agreement") described in Item 4 of the
original filing of this Schedule 13D. Except as described in this Amendment No.
1, the terms of the Amended and Restated Merger Agreement are substantially
identical to the terms of the Original Merger Agreement as described in Item 4
of the original filing of this Schedule 13D.
The Amended and Restated Merger Agreement is intended to eliminate
the risk that Devon's stock price would prevent the issuance of certain tax
opinions the receipt of which are a condition to the transaction. Pursuant to
the Amended and Restated Agreement, the Company is to be merged (the "Merger")
with and into NewCo, with NewCo being the surviving corporation of that merger
and a wholly owned subsidiary of Devon. Consistent with the terms of the
Original Merger Agreement, the Amended and Restated Merger Agreement provides
that each share of Mitchell common stock (other than shares held by parties to
the Amended and Restated Merger Agreement and shares held by stockholders who
validly exercise their dissenters' rights under Texas law) would be converted
into the right to receive (1) $31.00 in cash and (2) 0.585 of a share of Devon
common stock. The parties are required to complete the Merger if the required
tax opinions can be obtained at closing (assuming that the other conditions to
closing are satisfied or waived).
In the event that the tax opinions, the receipt of which are a
condition to the Merger, are not available, the Amended and Restated Merger
Agreement provides that the parties would effect the transaction by (1) merging
(the "Mitchell Merger") Mitchell Merger Sub with and into the Company, with the
Company being the surviving corporation of that merger and (2) merging (the
"Devon Merger") Devon Merger Sub with and into Devon, with Devon being the
surviving corporation of that merger. The Mitchell Merger and the Devon Merger
would result in the Company and Devon both becoming wholly owned subsidiaries of
Alternate Holdco, which would change its name to Devon Energy Corporation. This
alternate structure is designed to be tax-free, except to the extent that the
Company's stockholders receive cash. At the effective time of the Mitchell
Merger, each share of Mitchell common stock (other than shares held by parties
to the Amended and Restated Merger Agreement and shares held by stockholders who
validly exercise their dissenters' rights under Texas law) would be converted
into the right to receive (1) $31.00 in cash and (2) 0.585 of a share of
Alternate Holdco common stock. At the effective time of the Devon Merger, each
share of Devon common stock (other than shares held by parties to the Amended
and Restated Merger Agreement) would be converted into the right to receive one
share of Alternate Holdco common stock. Accordingly, the alternate structure
would have no effect on the economics of the transaction to Devon, the Company
or their respective stockholders. The Amended and Restated Merger Agreement also
requires the parties to take other actions (such as causing Alternate Holdco's
board of directors to be identical to Devon's board of directors) designed to
ensure that the only material difference between the alternate structure and the
Merger would be the corporate structure of the combined company.
The preceding summary of the differences between the terms of the
Original Merger Agreement and the terms of the Amended and Restated Merger
Agreement does not purport to be complete. Reference is made to the full text of
the Amended and Restated Merger Agreement, which is filed as an exhibit to this
statement and is incorporated herein by this reference.
PAGE 4 OF 5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Reference is made to Item 4 above.
On October 5, 2001, Devon and George P. Mitchell and Cynthia Woods
Mitchell entered into an amended and restated principal shareholders agreement
containing a voting agreement and an irrevocable proxy (the "Amended and
Restated Shareholders Agreement"). The terms of the Amended and Restated
Shareholders Agreement are substantially identical to the terms of the
shareholders agreement described in Item 6 of the original filing of this
Schedule 13D, except that certain conforming changes have been made in the
Amended and Restated Shareholders Agreement to make clear that it applies to the
Amended and Restated Merger Agreement described in Item 4 above.
Devon, Devon Holdco Corporation and Mr. and Mrs. Mitchell also
entered into an amended and restated investor rights agreement (the "Amended and
Restated Investor Agreement") on October 5, 2001. The terms of the Amended and
Restated Investor Agreement are substantially identical to the terms of the
investor rights agreement described in Item 6 of the original filing of this
Schedule 13D, except that certain changes were made to provide that the terms of
the Amended and Restated Investor Agreement applied not only to Devon common
stock that would be issued to Mr. and Mrs. Mitchell in the Merger, but also to
Alternate Holdco common stock that would be issued to Mr. and Mrs. Mitchell if
the alternate structure of the transaction described in Item 4 above is used.
The preceding summary of the differences between the terms of the
agreements described in Item 6 of the original filing of this Schedule 13D and
the terms of the Amended and Restated Shareholders Agreement and the Amended and
Restated Investor Agreement does not purport to be complete. Reference is made
to the full text of the Amended and Restated Shareholders Agreement and the
Amended and Restated Investor Agreement, each of which is filed as an exhibit to
this statement and is incorporated herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
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99(a)(1) Amended and Restated Agreement and Plan of Merger, dated as
of August 13, 2001, by and among Devon Energy Corporation,
Devon NewCo Corporation, Devon Holdco Corporation, Devon
Merger Corporation, Mitchell Merger Corporation and Mitchell
Energy & Development Corp.
99(a)(2) Principal Shareholders Agreement Containing a Voting
Agreement and an Irrevocable Proxy (As Amended and
Restated), dated as of August 13, 2001, by and among Devon
Energy Corporation, George P. Mitchell and Cynthia Woods
Mitchell
99(a)(3) Amended and Restated Investor Rights Agreement, dated as of
August 13, 2001, by and among Devon Energy Corporation,
Devon Holdco Corporation, George P. Mitchell and Cynthia
Woods Mitchell
99(a)(4) Press Release dated October 5, 2001
PAGE 5 OF 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
DEVON ENERGY CORPORATION
By: /s/ Marian J. Moon
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Name: Marian J. Moon
Title: Senior Vice President
Dated: October 10, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99(a)(1) Amended and Restated Agreement and Plan of Merger, dated as
of August 13, 2001, by and among Devon Energy Corporation,
Devon NewCo Corporation, Devon Holdco Corporation, Devon
Merger Corporation, Mitchell Merger Corporation and Mitchell
Energy & Development Corp.
99(a)(2) Principal Shareholders Agreement Containing a Voting
Agreement and an Irrevocable Proxy (As Amended and
Restated), dated as of August 13, 2001, by and among Devon
Energy Corporation, George P. Mitchell and Cynthia Woods
Mitchell
99(a)(3) Amended and Restated Investor Rights Agreement, dated as of
August 13, 2001, by and among Devon Energy Corporation,
Devon Holdco Corporation, George P. Mitchell and Cynthia
Woods Mitchell
99(a)(4) Press Release dated October 5, 2001