-----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, VdGBCgpsVAJoMQbwE8f0bzPeBHSR2U/albm/iV503jq+tsa0kyWHK3S6W5511NZ/ NCLP5CxkdO04bVjiiHTbWg== /in/edgar/work/20000810/0000950172-00-001435/0000950172-00-001435.txt : 20000921 0000950172-00-001435.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950172-00-001435 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEVON ENERGY CORP/DE CENTRAL INDEX KEY: 0001090012 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 731567067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-30176 FILM NUMBER: 691683 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEVON ENERGY CORP/DE CENTRAL INDEX KEY: 0001090012 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 731567067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 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 425 1 0001.txt FORM 425 Filed by Devon Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Devon Energy Corporation Commission File No. 0-30176 INVESTOR NOTICE The following communication contains "forward-looking statements" as defined by the Securities and Exchange Commission. Such statements are those concerning the companies' merger and strategic plans, expectations and objectives for future operations. All statements, other than statements of historical facts, included in the following communication that address activities, events or developments that the companies expect, believe or anticipate will or may occur in the future are forward-looking statements. This includes completion of the proposed merger, reserve estimates, future financial performance, future equity issuance and other matters. These statements are based on certain assumptions made by the companies based on their experience and perception of historical trends, current conditions, expected future developments and other factors they believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the companies. Statements regarding future production are subject to all of the risks and uncertainties normally incident to the exploration for and development and production of oil and gas. These risks include, but are not limited to, inflation or lack of availability of goods and services, environmental risks, drilling risks and regulatory changes. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Investors and security holders are advised to read the joint proxy statement/ prospectus included in the Registration Statement on Form S-4 filed with the SEC in connection with the proposed merger because it contains important information. The joint proxy statement/prospectus has been filed with the SEC by Devon and Santa Fe Snyder. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by Devon and Santa Fe Snyder with the SEC at the SEC's web site at www.sec.gov. The joint proxy statement/prospectus and such other documents (relating to Devon) may also be obtained for free from Devon by directing such request to: Devon Energy Corporation, 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Attention: Investor Relations, telephone: (405) 552-4570, e-mail: nakita.rizzo@dvn.com. The joint proxy statement/prospectus and such other documents (relating to Santa Fe Snyder) may also be obtained for free from Santa Fe Snyder by directing such request to: Santa Fe Snyder Corporation, 840 Gessner, Suite 1400, Houston, Texas 10023, Attention: Investor Relations, telephone: (713) 507-5307, e-mail: nperry@santafe-snyder.com. Devon, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Devon's shareholders in connection with the merger. Information regarding such persons and a description of their interests in the merger is contained in Devon's filing with the SEC under Rule 425 on May 26, 2000. Santa Fe Snyder, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Santa Fe Snyder's shareholders in connection with the merger. Information regarding such persons and a description of their interests in the merger is contained in Santa Fe Snyder's filing with the SEC under Rule 14a-12 on May 26, 2000. SLIDE SHOW PRESENTATION AUGUST 10, 2000 Slide 1 - Risk Factors "For representative risk factors that could cause Devon's actual results to differ materially from the estimates contained herein, see forms 8-K dated January 26 and June 5, 2000, form 10-K dated March 30, 2000 and the Definitive Proxy dated July 21, 2000." Slide 2 - Devon Overview o Top 10 among U.S.-based independents o Proved oil and gas reserves of 670 MMBOE (12/31/99) o 81% North America / 19% International o Production mix: 62% gas / 38% oil o Enterprise value approximating $6 billion o Investment grade credit Slide 3 - Total Proved Reserves (Bar graph showing Devon's proved reserves from 1987 to 1993 in MMBoe at year-end) 1987 1988 1989 1990 1991 1992 1993 ---------------------------------------------------------- 8 22 30 32 36 61 78 Note: 1987-1993 represents historical Devon as reported prior to 1998 Northstar merger. Slide 4 - Total Proved Reserves (Bar graph showing Devon's proved reserves from 1993 to 1999 in MMBoe at year-end) 1993 1994 1995 1996 1997 1998 1999 ---------------------------------------------------------- 78 106 115 179 184 299 670 Note: 1993-1997 represents historical Devon as reported prior to 1998 Northstar merger. Slide 5 - Reserves Per Common Share (Bar graph showing Devon's Reserves per common share from 1987 to 1999 in Boe) 1987 1988 1989 1990* 1991* 1992* 1993 1994 1995 1996* 1997* 1998* 1999 ---------------------------------------------------------------------------------------- 1.31 2.56 2.61 2.82 3.13 2.96 3.76 4.79 5.18 4.84 4.94 5.61 7.78
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger. * Fully Diluted Slide 6 - Net Debt Per Boe (Bar graph showing Devon's net debt per Boe from 1987 to 1999) (Long term debt less working capital) 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 ---------------------------------------------------------------------------------------- 1.16 1.33 0.19 0.74 0.78 0.68 0.83 0.85 1.17 -0.07 -0.34 1.25 1.47
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger. (1) Presented net of the book value of Devon's 7.1 million shares of Chevron common stock. Slide 7 - Devon's Operating Results Cash Margin Per Share* Earnings Per Share* 1987 1999 1987 1999 ------------- ------------- 1.15 6.03 -0.17 1.46 * Fully Diluted Slide 8 - Drilling Activity o 1988 - 1999 > 2,400 wells drilled o Historically high success rates Note: Excludes activity of Northstar Energy prior to 1998 merger with Devon. Slide 9 - Reserve Growth from M & A (Bar graph showing the percentage of reserve growth through mergers and acquisitions.) 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 ---------------------------------------------------------------------------------------- 3% 114% 27% 18% 2% 80% 21% 38% 15% 57% 1% 63% 135%
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger. Slide 10 - Mergers & Acquisitions Devon Resource Investors, 1988 Alta Energy Corporation, 1994 Kerr McGee Corporation, 1996 Northstar Energy, 1998 Slide 11 - For Immediate Release May 25, 2000 -- Devon Energy and Santa Fe Snyder to merge creating a top 5 U.S. independent oil and gas company. Slide 12 - Transaction Summary o Structure: non-taxable merger o Equity Ownership: 68% Devon 32% Santa Fe Snyder o Exchange Ratio: approximately 40.3 MM common shares, or .22 DVN per SFS share o Board of Directors: proportional representation o Devon's management remains; strengthened by SFS Slide 13 - The Combined Company Proved Reserves: 1,056 MMBoe Reserve profile: 76% North America 24% International Production Mix - N.A. 61% gas/39% oil - Int'l 14% gas/86% oil Undeveloped Acreage (net) 32 million R/P Ratio: 8.9 years Enterprise Value: $9 Billion Credit Rating: Investment Grade Slide 14 - U.S. Peer Comparison (Bar Graph, reserves in MMBoe @ 6:1) APC/UPR BR UCL DVN KMG APA PXD EOG OEI MUR ---------------------------------------------------------------- 1942 1709 1653 1056 915 807 605 602 415 401 Note: Reflects proved reserves at 12/31/99 adjusted for material acquisitions and divestitures. Represents Pro-forma Devon/Santa Fe Snyder. Slide 15 - Time Line o May 26: DVN and SFS announce merger o June 23: File preliminary proxy materials o July 21: File definitive proxy materials o August 29: Shareholder meetings o Early Sept.: Close merger Slide 16 - Strategic Rationale Positive financial impact: o Per share accretion o $30 - $35 million annual cost savings o Maintains/strengthens financial capacity Compelling property fit: o U.S. core area overlap o Broader international growth platform Slide 17 - Reserves Per Common Share (Bar graph showing Devon's Reserves per common share from 1987 to 1999 in Boe) 1987 1988 1989 1990* 1991* 1992* 1993 1994 1995 1996* 1997* 1998* 1999 1999ProForma ------------------------------------------------------------------------------------------------------- 1.31 2.56 2.61 2.82 3.13 2.96 3.76 4.79 5.18 4.84 4.94 5.61 7.78 8.36
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger. * Fully Diluted Slide 18 - Six Months Operating Results Cash Margin Per Share* Earnings Per Share* DVN Pro Forma DVN Pro Forma ------------------ ------------------ 5.04 5.61 1.67 1.97 Note: Operating results from six months ended June 30, 2000. * Fully Diluted Slide 19 - Pro Forma Financial Strength Net Debt / Total Capitalization 42% Net Debt / Enterprise Value 23% Net Debt / Annualized EBITDA* 1.12x * Annualized pro forma results from six months ended June 30, 2000. Note: Net debt presented net of the market value of Devon's 7.1 million share of Chevron common stock. Slide 20 - Core Area Overlap DVN SFS Pro Forma % Change Permian/Mid-Continent 223.3 95.0 318.3 42.5% Rocky Mountains 113.8 105.3 219.1 92.5% Gulf of Mexico/Gulf Coast 85.0 57.0 142.0 67.0% Canada 120.5 - 120.5 0.0% International 127.2 129.0 256.2 101.4% ----- ----- ------ ------ Totals 669.8 386.3 1056.1 57.7% (MMBOE @ 12/31/99) Slide 21 - Reserve % by Division Permian/Mid-Continent 30.2% Rocky Mountains 20.7% Gulf of Mexico/Gulf Coast 13.4% Canada 11.4% International 24.3% Slide 22 - Permian Basin Map showing New Mexico and Texas with an outline of the Permian Basin. o 215 MMBoe Pro Forma o Long reserve life index o Oil leveraged o 2nd largest oil producer in New Mexico o 2000 capital budget - $122 MM Slide 23 - Rocky Mountains Map showing the Powder River, Green River, Raton and San Juan Basins. o 219 MMBoe Pro Forma - 163 MMBoe Conventional - 56 MMBoe CBM o Gas leveraged o Significant CBM upside o 2000 capital budget - $112 MM Slide 24 - Gulf of Mexico/Gulf Coast Map showing South Texas, South Louisiana and the Gulf of Mexico. o 142 MMBoe Pro Forma o 110 MMBoe offshore o Top 10 shelf operator o 172 untested blocks; 90 deep water o 2000 capital budget - $330 MM Slide 25 - Western Canada Map showing Devon's key properties in Alberta Canada. o 121 MMBoe Pro Forma o Gas leveraged o < $2.80 per Boe operating costs o 2.2 million net undeveloped acres o 2000 capital budget - $107 MM Slide 26 - International Operations International map showing the countries in which Devon and Santa Fe Snyder have production and/or exploration. Slide 27 - International Reserves Position Reserves at % Total Company 12/31/99 Company ------- ----------- ------- Azerbaijan DVN 107.7 10.2% Indonesia SFS 62.4 5.9% Argentina SFS 33.2 3.1% Brazil SFS 13.9 1.3% Gabon SFS 10.4 1.0% Other DVN/SFS 28.7 2.7% Totals 256.3 24.2% Slide 28 - Azerbaijan Middle East map showing Azerbaijan and pipelines in the area. Slide 29 - Southeast Asia Southeast Asia map showing the general location of the following areas: B7/38, PM308, Jabung, Jambi B, Tuban Slide 30 - South America South America map showing the general location of the following basins: Cuyo Basin, Neuquen Basin, Potiguar Basin, Sergipe-Alagoas Basin, Espirito Santo Basin, Campos Basin, San Jorge Basin Slide 31 - Capital Expenditures (Exploration & Development) ($MM) 1996 1997 1998 1999 2000E 2000E -------------------------------------------------- 77 115 275 217 500 900 Note: 1996-1997 represents historical Devon as reported prior to 1998 Northstar merger. Slide 32 - A Decade of Opportunities o 2000 - 1st significant Powder River CBM production o 2001 - 1st significant production from Carauna Field o 2001 - 2002 - Canadian Foothills discovery on stream o 2002 - 2003 - Initial South Sumatra gas production o 2003 - Powder River CBM fully on stream - Initial Pearl River Basin production o 2004 - 2006 - Raton Basin CBM peak production o 2005 - 2010 - Azerbaijan peak production Slide 33 - Investment Merits o Consistent per share growth o Financial and operational discipline o High impact M & A expertise o Multiple large scale projects o Crown Jewel producing properties
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