<PAGE>
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
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1,385,000
Devon Common Stock(1) Shares(3) $41.1875 $57,044,688 $15,858
- ---------------------------------------------------------------------------------------------------
</TABLE>
(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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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.
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<C> <S>
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.*
</TABLE>
- --------
* Incorporated by reference to the Company's Registration Statement on Form S-
3, as amended, Registration Statement No. 333-86065.
II-1
<PAGE>
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.
<TABLE>
<S> <C> <C>
</TABLE>
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
<PAGE>
<TABLE>
<S> <C> <C>
</TABLE>
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
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
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.*
</TABLE>
- --------
* Incorporated by reference to the Company's Registration Statement on Form S-
3, as amended, Registration Statement No. 333-86065
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
