EXHIBIT 99.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of October 4, 2001, to the Rights Agreement, dated
as of August 17, 1999, by and between Devon Energy Corporation (the "Company")
and Fleet National Bank (f/k/a BankBoston, N.A.) (as Rights Agent) (as
heretofore amended, the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and
WHEREAS, the Company intends to enter into an Amended and Restated
Agreement and Plan of Merger (as it may be further amended or supplemented from
time to time, the "Merger Agreement"), dated as of August 13, 2001, among the
Company, Devon NewCo Corporation, Devon Holdco Corporation, Devon Merger
Corporation, Xxxxxxxx Merger Corporation and Xxxxxxxx Energy & Development
Corp.;
WHEREAS, the Board of Directors of the Company has determined that the
transactions (including the Alternate Mergers (as defined in the Merger
Agreement)) contemplated by the Merger Agreement are fair to and in the best
interests of the Company and its stockholders; and
WHEREAS, the Board of Directors of the Company has determined that it
is desirable to amend the Rights Agreements as contemplated hereby to, among
other things, exempt the Merger Agreement and the transactions contemplated
thereby from the application of the Rights Agreement.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. The following sentence shall be added at the end of the definition
of "Exempt Person" in Section 1 of the Rights Agreement:
Notwithstanding anything in this Agreement to the contrary, each of
Devon Holdco Corporation ("Alternate Holdco"), Devon Merger
Corporation ("Devon Merger Sub") and Xxxxxxxx Merger Corporation
("Xxxxxxxx Merger Sub") shall be deemed to be an Exempt Person under
this Agreement.
2. The definition of "Expiration Date" in Section 1 of the Rights
Agreement shall be deleted in its entirety and replaced with the following:
"Expiration Date" shall mean the earliest to occur of (i) the Final
Expiration Date, (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof, (iii) the time at which the Rights
expire pursuant to Section 13(d) hereof, (iv) the time at which all
Rights then
outstanding and exercisable are exchanged pursuant to Section 24
hereof and (v) the time immediately prior to the Devon Merger
Effective Time (as defined in Exhibit B to the Amended and Restated
Agreement and Plan of Merger, dated as of August 13, 2001 (as it may
be amended or supplemented from time to time, the "Merger Agreement"),
by and among the Company, Devon NewCo Corporation, Alternate Holdco,
Devon Merger Sub, Xxxxxxxx Merger Sub and Xxxxxxxx).
3. The following sentence shall be added at the end of the definition
of "Stock Acquisition Date" in Section 1 of the Rights Agreement:
Neither the execution and delivery of the Merger Agreement nor the
consummation of the transactions contemplated by the Merger Agreement
(including, without limitation, the Alternate Mergers (as defined in
the Merger Agreement)) shall cause a Stock Acquisition Date.
4. The following sentence shall be added at the end of Section 15 of
the Rights Agreement:
Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable right, remedy or
claim under this Agreement in connection with any of the transactions
contemplated by the Merger Agreement (including, without limitation,
the Alternate Mergers (as defined in the Merger Agreement)).
5. The sixth sentence of Section 21 of the Rights Agreement shall be
deleted in its entirety and replaced with the following:
Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (a) a corporation or trust company organized
and doing business under the laws of the United States, in good
standing, which is authorized under such laws to exercise corporate
trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000 or (b) an affiliate of a corporation or trust
company described in clause (a) of this sentence.
6. The notice address of the Rights Agent set forth in Section 26 of
the Rights Agreement shall be deleted in its entirety and replaced with the
following:
Fleet National Bank
c/o EquiServe Limited Partnership
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first above written.
DEVON ENERGY CORPORATION
By: /s/ Duke X. Xxxxx
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Name: Duke X. Xxxxx
Title: Senior Vice President
and General Counsel
FLEET NATIONAL BANK
(as Rights Agent)
By: /s/ Xxxxx Xxxxxx-Xxxx
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Name: Xxxxx Xxxxxx-Xxxx
Title: Managing Director,
Client Administration
I, Xxxxxxxx X. Xxxxxxx, an Assistant Secretary of Devon Energy
Corporation, hereby certify that Duke X. Xxxxx is the Senior Vice President and
General Counsel of Devon Energy Corporation and the signature appearing above is
his genuine signature.
Dated: October 4, 2001 /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
Assistant Secretary of
Devon Energy Corporation
