<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 11, 2000
DEVON ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-30176 73-1567067
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION OR IDENTIFICATION NUMBER)
ORGANIZATION)
20 NORTH BROADWAY, SUITE 1500, OKLAHOMA CITY, OK 73102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (405) 235-3611
PAGE 1 OF 3 PAGES
<PAGE>
ITEM 5. Other Events
On May 25, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Devon Merger Co., a Delaware corporation
and a direct and wholly-owned subsidiary of the Company, and Santa Fe Snyder
Corporation, a Delaware corporation. On July 11, 2000, the parties to the Merger
Agreement amended Section 7.1(a)(ii) of the Merger Agreement. A copy of the
amendment to the Merger Agreement is filed as an exhibit to this report and is
incorporated in this report by reference.
On June 27, 2000, the Company issued $760,000,000 principal amount at
maturity of Zero Coupon Convertible Senior Debentures due 2020 pursuant to an
Indenture entered into with The Bank of New York, as trustee. The issue price
was $464.13 for each $1,000.00 in face value, which will provide gross proceeds
to the Company of approximately $346 million. The issue price represents a
yield-to-maturity of 3.875 percent per annum. The initial conversion rate is
5.7593 shares per $1,000.00 face value, subject to adjustment in certain
circumstances. The debentures can be put to the Company on the fifth, tenth and
fifteenth anniversaries of the issue date at the issue price plus the accrued
original issue discount and can be paid in cash or stock or a combination of
both at the Company's option. The debentures are callable by the Company any
time after five years at the issue price plus accrued original issue discount
through the date of call. The Company has agreed to register for resale the
debentures and the common stock issuable upon conversion or repurchase of the
debentures, pursuant to a Registration Rights Agreement dated as of June 22,
2000 between the Company and the initial purchasers of the debentures. Copies of
the Indenture and Registration Rights Agreement are filed as exhibits to this
report and are incorporated in this report by reference.
This announcement is not, and is not to be deemed, an offer to sell the
Zero Coupon Convertible Senior Debentures or the common stock underlying such
securities to any party.
On June 22, 2000, the Company filed a registration statement on Form
S-4 with unconformed forms of Consent of Director Nominee, attached as
Exhibits 99.4, 99.5, 99.6 and 99.7, to be executed and conformed and filed by
amendment. A copy of each such conformed Consent of Director Nominee is filed
as an exhibit to this report and is incorporated in this report by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Amendment No. One to Agreement and Plan of Merger by
and among Devon Energy Corporation, Devon Merger Co. and
Santa Fe Snyder Corporation dated as of May 25, 2000,
dated as of July 11, 2000
4.1 Registration Rights Agreement dated as of June 22, 2000
between Devon Energy Corporation and the initial purchasers
4.2 Indenture dated as of June 27, 2000 between Devon Energy
Corporation and The Bank of New York, as Trustee
99.1 Consent of Director Nominee
99.2 Consent of Director Nominee
<PAGE>
99.3 Consent of Director Nominee
99.4 Consent of Director Nominee
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
DEVON ENERGY CORPORATION
By: /s/ Duke R. Ligon
--------------------------------
Duke R. Ligon
Senior Vice President and General Counsel
Date: July 12, 2000
