-----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, DwyywetiaYBGReQg22SYkopSgMUGg1Yc1yIDCaKa4RsB3MG7jD04nikSnDoEnwge 4H1g0MILDNuMaZIiGTT8Vw== 0000899243-99-001987.txt : 19990923 0000899243-99-001987.hdr.sgml : 19990923 ACCESSION NUMBER: 0000899243-99-001987 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 11 333-86065 FILED AS OF DATE: 19990921 EFFECTIVENESS DATE: 19990921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVON ENERGY CORP CENTRAL INDEX KEY: 0001090012 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731567067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-87525 FILM NUMBER: 99714857 BUSINESS ADDRESS: STREET 1: 20 N BROADWAY STREET 2: STE 1500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052353611 MAIL ADDRESS: STREET 1: 20 N BROADWAY STREET 2: STE 1500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FORMER COMPANY: FORMER CONFORMED NAME: DEVON DELAWARE CORP DATE OF NAME CHANGE: 19990707 S-3MEF 1 FORM S-3 As Filed with the Securities and Exchange Commission on September 22, 1999 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- 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 of (I.R.S. Employer Identification No.) incorporation or organization) 20 North Broadway, Suite 1500 Oklahoma City, Oklahoma 73102-8260 (405) 235-3611 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) J. Larry Nichols President and Chief Executive Officer Devon Energy Corporation 20 North Broadway, Suite 1500 Oklahoma City, Oklahoma 73102-8260 (405) 235-3611 (Name, Address, Including Zip Code, and Telephone Number,Including Area Code, of Agent For Service) COPIES TO: Jerry A. Warren Thomas P. Mason McAfee & Taft A Professional Andrews & Kurth L.L.P. Corporation 600 Travis, Suite 4200 Two Leadership Square, 10th Floor Houston, Texas 77002 211 North Robinson Oklahoma City, Oklahoma 73102-7103 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on the 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. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-86065 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, 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 under the Securities Act of 1933, check the following box. [_] CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum of Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share(2) Offering Price(2) Registration Fee(2)(3) - --------------------------------------------------------------------------------------------------- 1,385,000 Devon Common Stock(1) Shares(3) $41.1875 $57,044,688 $15,858 - ---------------------------------------------------------------------------------------------------
(1) Includes the stock purchase rights associated with the Devon Common Stock. (2) Calculated in accordance with Rule 457(c). (3) These shares are in addition to the 10,000,000 shares registered pursuant to Registration Statement No. 333-86065 for which a filing fee of $106,943 has been paid. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) OF THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-3 (COMMISSION FILE NO. 333-86065) FILED BY DEVON ENERGY CORPORATION ("THE COMPANY") WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1999, AS AMENDED BY AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 FILED ON SEPTEMBER 15, 1999, INCLUDING THE EXHIBITS THERETO, WHICH WAS DECLARED EFFECTIVE ON SEPTEMBER 20, 1999, ARE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT. ITEM 16. EXHIBITS
Exhibit No. Document ----------- -------- 5.1 Opinion of McAfee & Taft A Professional Corporation. 23.1 Consent of KPMG LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of PricewaterhouseCoopers LLP. 23.4 Consent of Arthur Andersen LLP. 23.5 Consent of LaRoche Petroleum Consultants, Ltd. 23.6 Consent of AMH Group Ltd. 23.7 Consent of Paddock Lindstrom & Associates Ltd. 23.8 Consent of John P. Hunter & Associates, Ltd. 23.9 Consent of Ryder Scott Company, L.P. 23.10 Consent of McAfee & Taft A Professional Corporation (contained in opinion in Exhibit 5.1). 24.1 Power of Attorney.*
- -------- * Incorporated by reference to the Company's Registration Statement on Form S- 3, as amended, Registration Statement No. 333-86065. II-1 SIGNATURES Pursuant to the requirements of 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 amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on the 21st day of September, 1999. DEVON ENERGY CORPORATION /s/ J. Larry Nichols* By: _________________________________ J. Larry Nichols President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amended Registration Statement has been signed by the following persons in the capacities indicated on September 21, 1999.
Signature Title /s/ James L. Pate* Chairman of the Board - ----------------------------------- and Director James L. Pate /s/ J. Larry Nichols* President, - ----------------------------------- Chief Executive J. Larry Nichols Officer and Director /s/ William T. Vaughn* Vice President Finance - ----------------------------------- William T. Vaughn /s/ Danny J. Heatly* Controller - ----------------------------------- Danny J. Heatly /s/ Thomas F. Ferguson* Director - ----------------------------------- Thomas F. Ferguson /s/ David M. Gavrin* Director - ----------------------------------- David M. Gavrin /s/ Michael E. Gellert* Director - ----------------------------------- Michael E. Gellert /s/ John A. Hagg* Director - ----------------------------------- John A. Hagg /s/ Henry R. Hamman* Director - ----------------------------------- Henry R. Hamman /s/ William J. Johnson* Director - ----------------------------------- William J. Johnson /s/ Michael M. Kanovsky* Director - ----------------------------------- Michael M. Kanovsky /s/Robert Mosbacher, Jr.* Director - ----------------------------------- Robert Mosbacher, Jr. II-2
Signature Title /s/ H.R. Sanders, Jr.* Director - ---------------------------------- H.R. Sanders, Jr. /s/ Terry L. Savage* Director - ---------------------------------- Terry L. Savage /s/ Brent Scowcrowft* Director - ---------------------------------- Brent Scowcrowft /s/ Robert B. Weaver* Director - ---------------------------------- Robert B. Weaver *By/s/ Marian J. Moon - ---------------------------------- Marian J. Moon Attorney-in-Fact for such persons pursuant to power of attorney filed as an exhibit to the Registration Statement on Form S-3 (333-86065) of Devon Energy Corporation II-3 EXHIBIT INDEX 5.1 Opinion of McAfee & Taft A Professional Corporation. 23.1 Consent of KPMG LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of PricewaterhouseCoopers LLP. 23.4 Consent of Arthur Andersen LLP. 23.5 Consent of LaRoche Petroleum Consultants, Ltd. 23.6 Consent of AMH Group Ltd. 23.7 Consent of Paddock Lindstrom & Associates Ltd. 23.8 Consent of John P. Hunter & Associates, Ltd. 23.9 Consent of Ryder Scott Company, L.P. 23.10 Consent of McAfee & Taft A Professional Corporation (contained in opinion in Exhibit 5.1). 24.1 Power of Attorney.*
- -------- * Incorporated by reference to the Company's Registration Statement on Form S- 3, as amended, Registration Statement No. 333-86065 EX-5.1 2 OPINION OF MCAFEE & TAFT Exhibit 5.1 Law Offices McAfee & Taft A Professional Corporation 10th Floor, Two Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102-7103 (405) 235-9621 Fax (405) 235-0439 http://www.mcafeetaft.com September 21, 1999 Devon Energy Corporation 20 North Broadway, Suite 1500 Oklahoma City, Oklahoma 73102-8260 Ladies and Gentlemen: We have acted as counsel to Devon Energy Corporation (the "Company"), an Oklahoma corporation, in connection with the public offering by the Company of up to 1,385,000 shares of the Company's common stock, par value $0.10 per share (the "Shares"). This opinion letter is furnished to you in connection with a registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of the Shares. We have examined, and have relied as to matters of fact upon, the Registration Statement, and originals, or duplicates or certified or conformed copies, of the Company's Certificate of Incorporation and such records, agreements, instruments and other documents and such certificates of public officials and of officers and representatives of the Company, and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) certificates representing the Shares in the form of the specimen certificates examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the common stock and registered by such transfer agent and registrar and (iii) the Shares are issued pursuant to and in accordance with the Underwriting Agreement in substantially the form of Exhibit 1.1 to the Company's Registration Statement on Form S-3 (File No. 333-86065), the issuance and sale of the Shares will have been duly authorized, and the Shares will be validly issued, fully paid and nonassessable. 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to this firm appearing in the Registration Statement under the caption "Legal Matters." Very truly yours, McAfee & Taft A Professional Corporation EX-23.1 3 CONSENT OF KPMG Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Devon Energy Corporation We consent to incorporation by reference herein of our report dated January 26, 1999, relating to the consolidated balance sheets of Devon Energy Corporation and subsidiaries as of December 31, 1998, 1997 and 1996 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended, which report appears in the December 31, 1998 annual report on Form 10-K of Devon Energy Corporation. We also consent to the reference to our firm under the heading "Experts" in the prospectus. KPMG LLP Oklahoma City, Oklahoma September 21, 1999 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this registration statement on Form S-3 of Devon Energy Corporation of our report dated January 20, 1999 to the shareholders of Northstar Energy Corporation, relating to the consolidated balance sheets of Northstar Energy Corporation and subsidiaries as at December 31, 1998 and 1997 and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for each of the years then ended, which report appears in the December 31, 1998 annual report on Form 10-K of Devon Energy Corporation. We also consent to the reference to our firm under the heading "Experts" in the prospectus. /s/ DELOITTE & TOUCHE LLP Chartered Accountants Calgary, Alberta Canada September 21, 1999 EX-23.3 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to incorporation by reference in this registration statement on Form S-3 of Devon Energy Corporation of our report dated February 5, 1997, relating to the consolidated balance sheet of Northstar Energy Corporation and subsidiaries as of December 31, 1996 and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended, which report appears in the December 31, 1998 annual report on Form 10-K of Devon Energy Corporation. We also consent to the reference to our firm in this prospectus as experts in accounting and auditing. PRICEWATERHOUSECOOPERS LLP Calgary, Alberta, Canada September 21, 1999 EX-23.4 6 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 19, 1999 included in the PennzEnergy Company Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas September 21, 1999 EX-23.5 7 CONSENT OF LAROCHE PETROLEUM CONSULTANTS, LTD. Exhibit 23.5 ENGINEER'S CONSENT We consent to the reference to our appraisal report for Devon Energy Corporation as of years ended December 31, 1996, 1997 and 1998, incorporated herein by reference. LAROCHE PETROLEUM CONSULTANTS, LTD. /s/ William E. LaRoche ------------------------------------- William E. LaRoche Partner September 21, 1999 EX-23.6 8 CONSENT OF AMH GROUP LTD. Exhibit 23.6 ENGINEER'S CONSENT We consent to the reference to our appraisal report for Devon Energy Corporation as of the years ended December 31, 1996, 1997 and 1998, incorporated herein by reference. AMH GROUP LTD. /s/ A. K. Ashton ------------------------------------- A. K. Ashton President September 21, 1999 EX-23.7 9 CONSENT OF PADDOCK LINDSTROM & ASSOCIATES, LTD. Exhibit 23.7 ENGINEER'S CONSENT Paddock Lindstrom & Associates Ltd. We consent to the reference to our appraisal report for Northstar Energy Corporation as of the years ended December 31, 1996, 1997 and 1998, incorporated herein by reference. PADDOCK LINDSTROM & ASSOCIATES LTD. /s/ D.L. Paddock D.L. Paddock, P. Eng. Vice-President September 21, 1999 EX-23.8 10 CONSENT OF JOHN P. HUNTER & ASSOCIATES, LTD. Exhibit 23.8 ENGINEER'S CONSENT We consent to the reference to our appraisal report for Northstar Energy Corporation as of December 31, 1997, incorporated herein by reference. JOHN P. HUNTER & ASSOCIATES, LTD. /s/ John P. Hunter John P. Hunter September 21, 1999 EX-23.9 11 CONSENT OF RYDER SCOTT COMPANY, L.P. Exhibit 23.9 ENGINEER'S CONSENT We consent to the reference to our appraisal report for PennzEnergy Company as of the years ended December 31, 1996, 1997, and 1998, incorporated herein by reference. RYDER SCOTT COMPANY, L.P. September 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----