DEVON OEI OPERATING INC

2001: The Texoil takeover

Ocean Energy, through a vehicle called OEI Acquisition Corp., launched a cash tender offer for Texoil, Inc. on January 24, 2001. It offered $8.25 per common share and $18.04 per Series A preferred share, valued at about $120.2 million for fee purposes. The offer had no financing condition, meaning it did not depend on Ocean raising money first. Shares not tendered were to receive the same cash price in a later merger.

The offer expired on February 22, 2001. Ocean accepted 6,970,966 common shares, about 93.7% on a fully diluted basis, and all 2,991,465 preferred shares. Ocean said it expected to merge OEI Acquisition Corp. into Texoil as soon as practicable. Later filings put acceptances at 7,265,182 common shares, about 97.6% fully diluted. The filings seen do not confirm that the follow-on merger was completed.

In March 2001 the filer, now named Devon OEI Operating Inc, deregistered its securities, ending its duty to file reports with the SEC. On May 9, 2001, Ocean reincorporated from Texas to Delaware. Its common stock, par value $.10, stayed on the New York Stock Exchange as OEI, and its Series C convertible preferred converted into Series B convertible preferred.

2003: The Devon merger

The record is quiet for almost two years. On February 23, 2003, Ocean agreed to merge with Devon Energy Corporation, with each Ocean common share converting into 0.414 of a Devon share. The agreement was amended on March 19 and again by an April 1 letter agreement. The deal needed regulatory approval and approval from both companies' stockholders. Ocean's shareholder rights plan was set to expire just before the merger. CEO James Hackett agreed to suspend certain change-of-control benefits, contingent on the merger closing.

On April 25, 2003, the company terminated the registration of a class of securities, ending its reporting obligation for them. As of the latest record, the Devon merger had not been confirmed as completed.