AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2003
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
DEVON ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 73-1567067
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
---------------
20 NORTH BROADWAY J. LARRY NICHOLS
OKLAHOMA CITY, OKLAHOMA 73102-8260 CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(405) 235-3611 DEVON ENERGY CORPORATION
(Address, Including Zip Code, and Telephone Number, 20 North Broadway
Including Area Code, of Registrant's Principal Oklahoma City, Oklahoma 73102-8260
Executive Offices) (405) 235-3611
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
---------------
COPIES TO
SCOTT J. DAVIS JANICE A. DOBBS
DAVID A. SCHUETTE CORPORATE SECRETARY
MAYER, BROWN, ROWE & MAW DEVON ENERGY CORPORATION
190 SOUTH LASALLE STREET 20 NORTH BROADWAY
CHICAGO, ILLINOIS 60603-3441 OKLAHOMA CITY, OKLAHOMA 73102-8260
(312) 782-0600 (405) 235-3611
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
(continued on next page)
(continued from front cover)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of each class of securities Amount to be price offering registration
to be registered registered per share price (3) fee
---------------- ---------- ---------- --------- ---
Common stock, par value $0.10 per share (1) 1,288,221 shares (2) N/A $45,430,000 $3,676
(1) Includes the preferred stock purchase rights associated with the Common
Stock
(2) Also being registered hereby are an indeterminate number of additional
shares as may be issued pursuant to the anti-dilution provisions of the
Series B Convertible Preferred Stock of Ocean Energy, Inc.
(3) The proposed maximum aggregate offering price has been calculated pursuant
to Rule 457(f) under the Securities Act and consists of (i) the aggregate
liquidation value of the 44,000 outstanding shares of Series B Convertible
Preferred Stock of Ocean Energy, Inc. that may be surrendered in exchange
for Common Stock of Devon Energy Corporation ($44,000,000) and (ii) up to
a maximum of $1,430,000 of accrued and unpaid dividends in respect of such
shares.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. Devon
Energy Corporation, may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED APRIL 30, 2003
PROSPECTUS APRIL , 2003
DEVON ENERGY CORPORATION
1,288,221 SHARES*
COMMON STOCK
This prospectus relates to the issuance by Devon Energy Corporation (the
"Company" or "Devon"), from time to time, of shares of Common Stock, par value
$0.10 (the "Common Stock"), if, and to the extent that, holders of Series B
Convertible Preferred Stock, par value $1.00 per share (the "Preferred Stock"),
of Ocean Energy, Inc. ("Ocean") convert such shares of Preferred Stock into
shares of Common Stock. As of the date of this prospectus, the Ocean Preferred
Stock (and accrued and unpaid dividends thereon) is convertible into Devon
Common Stock at a conversion price of $35.2657 per share. See "Plan of
Distribution."
SEE "RISK FACTORS" ON PAGE 1 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
The Company will not receive any proceeds from the issuance of the shares
of Common Stock upon conversion of the Preferred Stock.
The shares of Common Stock are listed on the American Stock Exchange (the
"AMEX") under the symbol "DVN." On April 30, 2003, the last reported sales price
of a share of Common Stock on the AMEX was $47.25.
Neither the Securities and Exchange Commission nor any state securities
commissions has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
---------------
-------
* Plus such additional shares as may be issued pursuant to the anti-dilution
provisions of the Ocean Preferred Stock.
TABLE OF CONTENTS
PAGE
----
THE COMPANY............................................................. 1
RISK FACTORS............................................................ 1
USE OF PROCEEDS......................................................... 5
CERTAIN TAX CONSEQUENCES................................................ 5
PLAN OF DISTRIBUTION.................................................... 6
LEGAL MATTERS........................................................... 6
EXPERTS................................................................. 6
WHERE YOU CAN FIND MORE INFORMATION..................................... 6
i
THE COMPANY
Devon is an independent energy company engaged primarily in oil and
natural gas exploration, development and production, acquisition of producing
properties, transportation of oil, gas and natural gas liquids and the
processing of natural gas. Devon's principal executive offices are located at 20
North Broadway, Oklahoma City, Oklahoma 73102-8260 and the telephone number at
that location is (405) 235-3611. Through its predecessors, Devon began
operations in 1971. Devon operates oil and gas properties in the United States,
Canada and internationally. Devon's North American properties are concentrated
within five geographic areas. Operations in the United States are focused in the
Permian Basin, the Mid-Continent, the Rocky Mountains and onshore and offshore
Gulf Coast. Canadian operations are focused in the Western Canadian Sedimentary
Basin in Alberta and British Columbia. Operations outside North America
currently include Azerbaijan, Brazil, China and West Africa.
In addition to its exploration and production activities, Devon has a
marketing and midstream business. The marketing business is responsible for the
marketing of Devon's natural gas, crude oil and natural gas liquids. The
midstream business transports oil and gas, removes impurities and extracts
natural gas liquids from the natural gas stream for separate sale. The midstream
business is also responsible for construction and operation of Devon's
pipelines, storage and treatment facilities and gas processing plants.
Ocean is engaged primarily in oil and natural gas exploration, development
and production, and the acquisition of producing properties. Ocean conducts
North American operations in the shelf and deepwater areas of the Gulf of
Mexico, the Rocky Mountains, the Permian Basin, Anadarko, East Texas, North
Louisiana and the Gulf Coast regions. Internationally, Ocean conducts oil and
gas activities in West Africa, Equatorial Guinea, Angola, Nigeria and Cote
d'Ivoire. Ocean also conducts operations in Egypt, the Russian Republic of
Tatarstan, Brazil and Indonesia.
On April 25, 2003, Devon and Ocean combined their businesses by merging a
wholly owned subsidiary of Devon into Ocean. Upon consummation of the merger,
Ocean became a wholly owned subsidiary of Devon. Effective with the consummation
of the merger, the Series B Convertible Preferred Stock of Ocean became
convertible into the Common Stock of Devon.
RISK FACTORS
You should carefully consider the following factors, in addition to the
other information contained or incorporated by reference in this prospectus,
before deciding to convert your shares of Ocean Preferred Stock into Devon
Common Stock.
DEVON MAY NOT BE ABLE TO INTEGRATE THE OPERATIONS OF DEVON AND OCEAN
SUCCESSFULLY FOLLOWING THE MERGER
The merger of Devon and Ocean will present challenges to management,
including the integration of the operations, technologies and personnel of Devon
and Ocean. The merger will also include other risks commonly associated with
similar transactions, including unanticipated liabilities, unanticipated costs
and diversion of management's attention. Any difficulties that Devon encounters
in the transition and integration process could have an adverse effect on the
revenue, level of expenses and operating results of the combined company. The
combined company may also experience operational interruptions or the loss of
key employees, customers or suppliers. As a result, Devon may not realize any of
the anticipated benefits of the merger.
THE MERGER MAY BE DILUTIVE TO VARIOUS FINANCIAL MEASUREMENTS
Devon expects that, in the near term, the merger will be slightly dilutive
to its earnings per share, cash flow per share, production per share and
reserves per share on a pro forma basis. Future events and conditions could
cause such dilution to be more significant than expected, including, among other
things, adverse changes in:
- energy market conditions;
- commodity prices for oil, natural gas and natural gas liquids;
- anticipated production levels;
1
- anticipated reserve levels;
- future operating results;
- competitive conditions;
- the effectiveness of technologies;
- the availability of capital resources;
- laws and regulations affecting the energy business;
- capital expenditure obligations; and
- general economic conditions.
THE COMBINED COMPANY MAY REQUIRE CAPITAL OUTLAYS IN EXCESS OF ITS CASH FLOW
The benefits that Devon and Ocean expect from the merger may be reduced if
the combined company's cash flow is insufficient to meets its capital needs.
Devon and Ocean have a significant number of proved undeveloped reserves, or
PUDs, international drilling commitments and deepwater projects and prospects.
The capital outlays necessary to achieve the anticipated benefits of those
assets will be significant. In addition, the combined company will have
significant debt maturities over the next several years. If the combined
company's operating cash flow is insufficient to meet those outlays, Devon may
need to reduce or reprioritize its capital budget, or sell non-core assets,
"monetize" commercial discoveries that would be capital intensive or access the
capital markets to obtain the necessary funds. A significant decline in
commodity prices would make it even more difficult to fund those projects at the
times required.
OIL AND GAS OPERATIONS INVOLVE SUBSTANTIAL COSTS AND ARE SUBJECT TO VARIOUS
ECONOMIC RISKS
The oil and gas operations of Devon and Ocean are, and the oil and gas
operations of the combined company will be, subject to the economic risks
typically associated with exploration, development and production activities,
including the necessity of significant expenditures to locate and acquire
properties and to drill exploratory wells. In conducting exploration,
development and production activities, the occurrence of some events can cause
damage to property, interrupt production or otherwise compromise the combined
company's operations. These risks include:
- the presence of unanticipated pressure or irregularities in
formations;
- weather disturbances;
- lack of access to pipelines or other methods of transportation;
- accidents, blowouts or similar events; or
- environmental hazards or liabilities.
A significant occurrence of one of these events could result in a total
loss of the combined company's investment in a particular property. If
exploration efforts are unsuccessful in establishing proved reserves and
exploration activities cease, the amounts accumulated as unproved costs would be
charged against earnings as impairments in countries where the existence of
proved reserves has not yet been determined. In addition, the cost and timing
associated with drilling, completing and operating wells is often uncertain.
DEVON AND OCEAN ARE, AND THE COMBINED COMPANY WILL BE, SUBJECT TO UNCERTAINTIES
OF FOREIGN OPERATIONS
2
Devon has international operations in Azerbaijan, Brazil, China and West
Africa. Ocean has numerous international assets in Equatorial Guinea, Angola,
Nigeria, Cote d'Ivoire, Egypt, the Russian Republic of Tatarstan, Brazil and
Indonesia that will expose the combined company to additional uncertainties.
Political, economic and other uncertainties may adversely affect these
operations. These uncertainties include:
- general strikes and civil unrest;
- the risk of war, acts of terrorism, expropriation, forced
renegotiation or modification of existing contracts;
- import and export regulations;
- taxation policies, including royalty and tax increases and
retroactive tax claims, and investment restrictions;
- transportation regulations and tariffs;
- exchange controls, currency fluctuations, devaluation or other
activities that limit or disrupt markets and restrict payments or
the movement of funds;
- laws and policies of the United States affecting foreign trade,
including trade sanctions;
- the possibility of being subject to exclusive jurisdiction of
foreign courts in connection with legal disputes relating to
licenses to operate and concession rights in countries where Devon
and Ocean currently operate;
- the possible inability to subject foreign persons to the
jurisdiction of courts in the United States; and
- difficulties in enforcing the combined company's rights against a
governmental agency because of the doctrine of sovereign immunity
and foreign sovereignty over international operations.
Foreign countries have occasionally asserted rights to land, including oil
and gas properties, through border disputes. If a country claims superior rights
to oil and gas leases or concessions granted to Devon or Ocean by another
country, Devon's or Ocean's interests could decrease in value or be lost. Even
the combined company's smaller international assets may affect Devon's overall
business and results of operations by distracting management's attention from
Devon's more significant assets. Various regions of the world have a history of
political and economic instability. This instability could result in new
governments or the adoption of new policies that might assume a substantially
more hostile attitude toward foreign investment. In an extreme case, such a
change could result in termination of contract rights and expropriation of
foreign-owned assets. This could adversely affect the combined company's
interests.
REPORTED OIL, NATURAL GAS AND NATURAL GAS LIQUID RESERVE DATA AND FUTURE NET
REVENUE ESTIMATES ARE UNCERTAIN
Estimates of reserves are projections based on engineering data, projected
future rates of production and the timing of future expenditures. Devon's
estimates of its proved oil, natural gas and natural gas liquid reserves and
projected future net revenue are based on reserve reports that Devon prepares
and on the reports of independent consulting petroleum engineers that it hires
for that purpose. Ocean's estimates of proved oil and natural gas reserves and
projected net revenue are based on reports prepared by internal reserve
engineers. At least 80% of Ocean's estimates of proved reserves are reviewed
annually by an independent petroleum engineering firm. The process of estimating
oil, natural gas and natural gas liquid reserves requires substantial judgment,
resulting in imprecise determinations, particularly for new discoveries.
Different reserve engineers may make different estimates of reserve quantities
and related revenue based on the same data. Future performance that deviates
significantly from the reserve reports could have a material adverse effect on
the combined company's financial position and results of operations.
PRODUCT PRICES ARE VOLATILE, AND LOW PRICES CAN ADVERSELY IMPACT RESULTS
The results of operations of Devon and Ocean are highly dependent on the
prices of and demand for oil, natural
3
gas and natural gas liquids. Historically, the markets for oil, natural gas and
natural gas liquids have been volatile and are likely to continue to be volatile
in the future. Accordingly, the prices received by Devon and Ocean for their
oil, natural gas and natural gas liquids production depend on numerous factors
beyond their control. These factors include, among other things:
- the level of ultimate consumer product demand;
- governmental regulations and taxes;
- the price and availability of alternative fuels;
- the level of imports and exports of oil, natural gas and natural gas
liquids;
- the overall economic environment;
- OPEC production restraints; and
- weather.
Any significant decline in prices for oil, natural gas and natural gas liquids,
as has occurred from time to time in the past, could have a material adverse
effect on the combined company's financial condition, results of operations and
quantities of reserves recoverable on an economic basis. Should the oil and gas
industry experience significant price declines or other adverse market
conditions, the combined company may not be able to generate sufficient cash
flows from operations to meet its obligations and to make planned capital
expenditures.
CONCESSIONS GRANTED TO DEVON AND OCEAN BY FOREIGN COUNTRIES WILL REQUIRE
SIGNIFICANT CAPITAL OUTLAYS WITHOUT GUARANTEED RESULTS
Devon and Ocean have made commitments in connection with being granted
concessions by foreign countries that will require the combined company to make
significant capital outlays. The benefits that Devon and Ocean anticipate from
those commitments may not be realized. It would likely be difficult for the
combined company to exit some or all of those countries without making those
capital outlays.
OCEAN'S SIGNIFICANT INVESTMENT IN SEVERAL HIGH VOLUME ASSETS MAY NOT GENERATE
THE BENEFITS EXPECTED BY DEVON
Devon believes that a significant portion of Ocean's value and future
potential is tied to several of its high volume assets, including the Zafiro
Field in Equatorial Guinea and six significant deepwater discoveries in the Gulf
of Mexico. These projects currently account for about 40% of Ocean's current
reserves. To the extent that these assets do not generate the return expected of
them, the benefits of the merger to Devon will be reduced and the combined
company may have to write down the related reserves.
TERRORIST ATTACKS OR SIMILAR HOSTILITIES MAY ADVERSELY IMPACT DEVON'S RESULTS OF
OPERATIONS
The impact that future terrorist attacks or regional hostilities
(particularly in the Middle East) may have on the energy industry in general,
and on Devon, Ocean and the combined company in particular, is not known at this
time. Uncertainty surrounding military strikes or a sustained military campaign
may affect operations in unpredictable ways, including disruptions of fuel
supplies and markets, particularly oil, and the possibility that infrastructure
facilities, including pipelines, production facilities, processing plants and
refineries, could be direct targets of, or indirect casualties of, an act of
terror or war. Moreover, each of Devon and Ocean have incurred additional costs
since the terrorist attacks of September 11, 2001 to safeguard certain of its
assets, and the combined company may be required to incur significant additional
costs in the future.
THE COMBINED COMPANY'S DEBT LEVEL MAY LIMIT ITS FINANCIAL FLEXIBILITY
As of December 31, 2002, Devon had approximately $7.6 billion of total
debt. As of the same date, Ocean had
4
approximately $1.4 billion of total debt. Assuming that the merger had been
completed on December 31, 2002, the combined company would have had
approximately $9.2 billion of total debt on a pro forma basis. The combined
company may incur additional debt in the future, including debt in connection
with future acquisitions. The level of the combined company's debt could have
several important effects on the combined company's future operations,
including, among other things:
- a significant portion of the combined company's cash flow from
operations will be dedicated to the payment of principal and
interest on outstanding debt and will not be available for other
purposes;
- credit rating agencies may in the future view the combined company's
debt level negatively;
- covenants contained in Devon's and Ocean's existing debt
arrangements will require the combined company to continue to meet
financial tests that may affect the combined company's flexibility
in planning for and reacting to changes in its business, including
possible acquisition opportunities;
- the combined company's ability to obtain additional financing for
working capital, capital expenditures, acquisitions, general
corporate and other purposes may be limited;
- the combined company may be at a competitive disadvantage to similar
companies that have less debt; and
- the combined company may be more vulnerable to adverse economic and
industry conditions as a result of its significant debt level.
USE OF PROCEEDS
The Company will not receive any proceeds from the issuance of shares of
Common Stock upon conversion of the Preferred Stock. Shares of Preferred Stock
delivered for conversion will be cancelled.
CERTAIN TAX CONSEQUENCES
The following discussion summarizes the material U.S. federal income tax
considerations of the conversion by a holder of shares of Preferred Stock into
shares of Common Stock. This summary is based on the Internal Revenue Code,
referred to as the "Code", its legislative history, applicable U.S. Treasury
regulations, judicial authority and administrative rulings and practice, all as
of the date of this document, all of which are subject to change, possibly with
retroactive effect. This summary does not purport to be a complete discussion of
all U.S. federal income tax consequences of the conversion of shares of
Preferred Stock into shares of Common Stock. This discussion does not address
U.S. federal alternative minimum tax consequences, and does not describe any tax
consequences arising under U.S. federal gift and estate or other federal tax
laws or under the tax laws of any state, local or foreign jurisdiction. In
addition, this discussion does not address specific tax consequences that may be
relevant to particular persons (including, for example, pass-through entities
(e.g., partnerships) or persons who hold the shares through pass-through
entities, individuals who are U.S. expatriates, financial institutions,
broker-dealers, insurance companies, tax-exempt organizations, S corporations,
regulated investment companies, real estate investment trusts, dealers in
securities or foreign currency, persons that have a functional currency other
than the U.S. dollar and persons in special situations, such as those who hold
shares as part of a straddle, hedge, conversion transaction, or other integrated
investment). The following discussion assumes that shares of Preferred Stock are
held as a capital asset.
The federal income tax consequences of the conversion of shares of
Preferred Stock are not entirely clear. Based on the likely characterization of
the conversion for federal income tax purposes as the exercise of a right
against Ocean, the conversion would be a taxable transaction, generally
resulting in recognition of gain or loss equal to the difference between (i) the
sum of the fair market value of the shares of Common Stock and any cash received
for fractional share interests, and (ii) the shareholder's basis in the shares
of Preferred Stock exchanged. In such case, the tax basis for the shares of
Common Stock received would equal their fair market value, and their holding
period would commence on the date the shares are received.
5
In the unlikely event that the conversion could be characterized as the
exercise of a right against Devon, the conversion might be subject to the
tax-free reorganization provisions of the Code, resulting in nonrecognition
treatment except with respect to any cash received for fractional share
interests. No assurance can be given that the Internal Revenue Service would not
successfully challenge such nonrecognition treatment, and a holder of Preferred
Stock should consult its own tax advisor before adopting such treatment.
Fractional share cash payments, if any, due to a stockholder on a
conversion of Preferred Stock will be subject to "backup withholding" for U.S.
federal income tax purposes at a rate of 30% (such rate being scheduled for
reduction over time to 28% in 2006) unless the stockholder provides by
appropriate form its taxpayer identification number (i.e., social security
number or employer identification number) and certifies that the number is
correct, or an exemption from backup withholding applies. Each holder of
Preferred Stock claiming an exemption from backup withholding will be required
to establish such exemption in a manner satisfactory to Devon, Ocean or a
third-party paying agent, as the case may be.
HOLDERS OF PREFERRED STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS
CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THEM OF
ACQUIRING, OWNING AND DISPOSING OF COMMON STOCK PURSUANT TO A CONVERSION OF THE
PREFERRED STOCK, AS WELL AS THE APPLICATION OF STATE, LOCAL AND FOREIGN INCOME
AND OTHER TAX LAWS.
PLAN OF DISTRIBUTION
Shares of Common Stock covered by this prospectus may be issued by Devon,
from time to time, upon the conversion of shares of Preferred Stock of Ocean
into shares of Common Stock of Devon by the holders of shares of the Preferred
Stock.
LEGAL MATTERS
The validity of the Common Stock to be offered by this prospectus will be
passed upon for Devon by Mayer, Brown, Rowe & Maw.
EXPERTS
The consolidated financial statements of Devon and its subsidiaries as of
December 31, 2002, 2001 and 2000 and for each of the years then ended have been
incorporated by reference into this document in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference into
this document, and upon the authority of said firm as experts in accounting and
auditing. The audit report covering the December 31, 2002 consolidated financial
statements refers to changes in the methods of accounting for derivative
instruments and hedging activities, business combinations and goodwill.
Certain information with respect to Devon's oil and gas reserves derived
from the reports of Gilbert Laustsen Jung Associates Ltd., LaRoche Petroleum
Consultants, Ltd., Ryder Scott Company, L.P., AJM Petroleum Consultants and
Paddock Lindstrom & Associates, Ltd., independent consulting petroleum
engineers, has been included and incorporated by reference into this document on
the authority of those firms as experts with respect to matters covered by such
reports and in giving such reports.
The consolidated financial statements of Ocean Energy, Inc. and its
subsidiaries as of December 31, 2002 and 2001, and for each of the years in the
three-year period ended December 31, 2002, have been incorporated by reference
into this document in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference into this document, and
upon the authority of said firm as experts in accounting and auditing. The audit
report covering the December 31, 2002 consolidated financial statements refers
to a change in the method of accounting for derivative financial instruments,
effective January 1, 2001.
Certain information with respect to Ocean's oil and gas reserves,
estimates of which were prepared by Ocean's internal engineers and were reviewed
by Miller and Lents, Ltd., independent petroleum engineers, has been included
and incorporated into this document by reference on authority of that firm as
experts with respect to such matters.
WHERE YOU CAN FIND MORE INFORMATION
6
Devon has filed with the Securities and Exchange Commission a registration
statement on Form S-3 with respect to the securities offered by this prospectus.
This prospectus is a part of that registration statement. The rules and
regulations of the Securities and Exchange Commission allow us to omit some of
the information included in the registration statement from this document.
In addition, Devon files reports, proxy statements and other information
with the Securities and Exchange Commission under the Securities Exchange Act of
1934. You may read and copy that information at the Securities and Exchange
Commission's public reference room at the following location:
Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
1-800-732-0330
You may also obtain copies of this information by mail from the Public
Reference Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Securities and Exchange Commission also maintains an Internet world
wide website that contains reports, proxy statements and other information about
issuers, including Devon, that file electronically with the Securities and
Exchange Commission. The address of that site is http://www.sec.gov.
The Securities and Exchange Commission allows Devon to "incorporate by
reference" information into this document. This means that Devon can disclose
important information by referring you to another document filed separately with
the Securities and Exchange Commission. The information incorporated by
reference is considered to be part of this document, except for any information
that is superseded by information that is included directly in this document.
This document incorporates by reference the documents listed below that
Devon has previously filed with the Securities and Exchange Commission. The
documents contain important information about Devon and its financial condition.
DEVON'S FILINGS (FILE NO. 0-30176) PERIOD
---------------------------------- ------
Annual Report on Form 10-K Year ended December 31, 2002
Current Reports on Form 8-K Filed on:
- February 7, 2003
- February 24, 2003
- April 2, 2003
- April 14, 2003
- April 25, 2003
The description of Devon capital stock set forth in the registration
statement on Form S-3 (Registration No. 333-50034) filed by Devon with the
Securities and Exchange Commission on December 15, 2000, including any amendment
or report filed with the Securities and Exchange Commission for the purpose of
updating that description.
Devon is also incorporating by reference additional documents that Devon
files with the Securities and Exchange Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but
before the completion of the offering. Those documents include periodic reports
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference into this
document through Devon or from the Securities and Exchange Commission's website
at http://www.sec.gov. Documents incorporated by reference are available from
Devon without charge, excluding any exhibits to those documents unless the
exhibit is specifically incorporated by reference into this document. You may
obtain documents incorporated by reference into this document by requesting them
in writing or by telephone from the appropriate company as follows:
7
Devon Energy Corporation
20 North Broadway
Attention: Investor Relations
Oklahoma City, Oklahoma 73102-8260
Telephone: (405) 552-4570
Devon's website is located at http://www.devonenergy.com.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of estimated expenses incurred in connection
with the securities being registered hereby. Devon will pay for the fees and
expenses of the offering of the securities offered hereby.
SEC Registration Fee.......... $ 3,676
Legal Fees and Expenses....... 10,000
Printing and Engraving Expenses 1,000
Accounting Fees and Expenses.. 5,000
Miscellaneous................. 324
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Total......................... $ 20,000
========
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except to the extent indicated below, there is no charter provision,
bylaw, contract, arrangement or statute under which any director or officer of
Devon is insured or indemnified in any manner against any liability which he or
she may incur in his or her capacity as such.
Article VIII of Devon's restated certificate of incorporation, as amended,
contains a provision, permitted by Section 102(b)(7) of the Delaware General
Corporation Law, limiting the personal monetary liability of directors for
breach of fiduciary duty as a director. This provision and Delaware law provide
that the provision does not eliminate or limit liability:
- for any breach of the director's duty of loyalty to Devon or its
stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- for unlawful payments of dividends or unlawful stock repurchases or
redemptions, as provided in Section 174 of the Delaware General
Corporation Law; or
- for any transaction from which the director derived an improper
personal benefit.
Section 145 of the Delaware General Corporation Law permits
indemnification against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with actions, suits or proceedings in which a director, officer, employee or
agent is a party by reason of the fact that he or she is or was such a director,
officer, employee or agent, if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. However, in
connection with actions by or in the right of the corporation, such
indemnification is not permitted if such person has been adjudged liable to the
corporation unless the court determines that, under all of the circumstances,
such person is nonetheless fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Article X of Devon's restated certificate of
incorporation, as amended, provides for such indemnification.
Section 145 of the Delaware General Corporation Law also permits a
corporation to purchase and maintain insurance on behalf of its directors and
officers against any liability that may be asserted against, or incurred by,
such persons in their capacities as directors or officers of the corporation
whether or not the corporation would have the power to indemnify such persons
against such liabilities under the provisions of such sections. Devon has
purchased such insurance.
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Section 145 of the Delaware General Corporation Law further provides that
the statutory provision is not exclusive of any other right to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or independent directors, or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.
Article VIII of Devon's bylaws contains provisions regarding
indemnification that parallel those described above.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DOCUMENT
------ --------
4.1 Devon's Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3 to Devon's Form 8-K filed on August 18, 1999).
4.2 Devon's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to Devon's Form S-4 filed on June 22, 2000, File No.
333-39908).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.3 to Devon's Registration Statement on Form S-3 File No. 333-100308
as filed on October 4, 2002).
4.4 Rights Agreement dated as of August 17, 1999 between Devon and
BankBoston, N.A. (incorporated by reference to Exhibit 4.2 to Devon's
Form 8-K filed on August 18, 1999).
4.5 Amendment to Rights Agreement dated as of May 25, 2000 between Devon
and Fleet National Bank (f/k/a BankBoston, N.A.) (incorporated by
reference to Exhibit 4.2 to Devon's Form S-4 filed on June 22, 2000,
File No. 333-39908).
4.6 Amendment to Rights Agreement, dated October 4, 2001, between Devon
and Fleet National Bank (f/k/a BankBoston, N.A.) (incorporated by
reference to Exhibit 99.1 to Devon's Form 8-K filed on October 11,
2001).
4.7 Amendment to Rights Agreement, dated September 13, 2002, between Devon
and Wachovia Bank, N.A. (incorporated by reference to Exhibit 4.9 to
Devon's Registration Statement on Form S-3 File No. 333-100308 as
filed on October 4, 2002).
5.1 Opinion of Mayer, Brown, Rowe & Maw as to the validity of the
securities
8.1 Opinion of Mayer, Brown, Rowe & Maw as to certain tax matters
23.1 Consent of KPMG LLP (as to its report on the consolidated financial
statements of Devon Energy Corporation)
23.2 Consent of KPMG LLP (as to its report on the consolidated financial
statements of Ocean Energy, Inc.)
23.3 Consent of Miller and Lents, Ltd.
23.4 Consent of AJM Petroleum Consultants
23.5 Consent of LaRoche Petroleum Consultants, Ltd.
23.6 Consent of Paddock Lindstrom & Associates, Ltd.
23.7 Consent of Ryder Scott Company, L.P.
23.8 Consent of Gilbert Laustsen Jung Associates Ltd.
23.9 Consent of Mayer, Brown, Rowe & Maw (contained in opinion in Exhibits
5.1 and 8.1).
24.1 Power of Attorney (included in signature pages of the Registration
Statement).
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ITEM 17. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, that are incorporated by reference
in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Devon's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by any
Registrant of expenses incurred or paid by a director, officer or controlling
person of that Registrant in the successful defense of any action, suit or
proceeding) is asserted against a Registrant by such director, officer or
controlling person in connection with the securities being registered, that
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on April 30, 2003.
DEVON ENERGY CORPORATION
By: /s/ J. Larry Nichols
---------------------------------
Name: J. Larry Nichols
Title: Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Devon Energy Corporation hereby constitutes and appoints J. Larry
Nichols, William T. Vaughn and Marian J. Moon, and each of them, severally, as
his true and lawful attorney-in-fact and agent, for him and in his name, place
and stead, in any and all capacities, with full power to act alone, to sign any
and all amendments to this registration statement, and to file each such
amendment to this registration statement with all exhibits thereto, and any and
all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorney-in-fact and agent full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ J. Larry Nichols Chairman and Chief April 30, 2003
----------------------------- Executive Officer
J. Larry Nichols (Principal Executive
Officer and Director)
/s/ William T. Vaughn Senior Vice President-Finance April 30, 2003
----------------------------- (Principal Financial
William T. Vaughn Officer)
/s/ Danny J. Heatly Vice President - Accounting April 30, 2003
----------------------------- (Principal Accounting
Danny J. Heatly Officer)
/s/ Thomas F. Ferguson Director April 30, 2003
-----------------------------
Thomas F. Ferguson
/s/ David M. Gavrin Director April 30, 2003
-----------------------------
David M. Gavrin
/s/ Michael E. Gellert Director April 30, 2003
-----------------------------
Michael E. Gellert
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/s/ John A. Hill Director April 30, 2003
-----------------------------
John A. Hill
/s/ William J. Johnson Director April 30, 2003
-----------------------------
William J. Johnson
/s/ Michael M. Kanovsky Director April 30, 2003
-----------------------------
Michael M. Kanovsky
/s/ J. Todd Mitchell Director April 30, 2003
-----------------------------
J. Todd Mitchell
/s/ Robert A. Mosbacher Jr. Director April 30, 2003
-----------------------------
Robert A. Mosbacher, Jr
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
------ --------
4.1 Devon's Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3 to Devon's Form 8-K filed on August 18, 1999).
4.2 Devon's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to Devon's Form S-4 filed on June 22, 2000, File No.
333-39908).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.3 to Devon's Registration Statement on Form S-3 filed on October 4,
2002, File No. 333-100308).
4.4 Rights Agreement dated as of August 17, 1999 between Devon and
BankBoston, N.A. (incorporated by reference to Exhibit 4.2 to Devon's
Form 8-K filed on August 18, 1999).
4.5 Amendment to Rights Agreement dated as of May 25, 2000 between Devon
and Fleet National Bank (f/k/a BankBoston, N.A.) (incorporated by
reference to Exhibit 4.2 to Devon's Form S-4 filed on June 22, 2000,
File No. 333-39908).
4.6 Amendment to Rights Agreement, dated October 4, 2001, between Devon
and Fleet National Bank (f/k/a BankBoston, N.A.) (incorporated by
reference to Exhibit 99.1 to Devon's Form 8-K filed on October 11,
2001).
4.7 Amendment to Rights Agreement, dated September 13, 2002, between Devon
and Wachovia Bank, N.A. (incorporated by reference to Exhibit 4.9 to
Devon's Registration Statement on Form S-3 filed on October 4, 2002,
File No. 333-100308).
5.1 Opinion of Mayer, Brown, Rowe & Maw as to the validity of the
securities
8.1 Opinion of Mayer, Brown, Rowe & Maw as to certain tax matters
23.1 Consent of KPMG LLP (as to its report on the consolidated financial
statements of Devon Energy Corporation)
23.2 Consent of KPMG LLP (as to its report on the consolidated financial
statements of Ocean Energy, Inc.)
23.3 Consent of Miller and Lents, Ltd.
23.4 Consent of AJM Petroleum Consultants
23.5 Consent of LaRoche Petroleum Consultants, Ltd.
23.6 Consent of Paddock Lindstrom & Associates, Ltd.
23.7 Consent of Ryder Scott Company, L.P.
23.8 Consent of Gilbert Laustsen Jung Associates Ltd.
23.9 Consent of Mayer, Brown, Rowe & Maw (contained in opinion in Exhibits
5.1 and 8.1).
24.1 Power of Attorney (included in signature pages of the Registration
Statement).
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