As Filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-39908
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
ON FORM S-8*
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
incorporation or organization) Identification No.)
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102-8260
(Address of principal executive offices)
Santa Fe Snyder Corporation Incentive Stock Compensation Plan 2000**
Santa Fe Snyder Corporation 1995 Incentive Stock Compensation
Plan for Nonexecutive Employees**
Santa Fe Snyder Corporation 1990 Incentive Stock Compensation Plan**
Santa Fe Snyder Corporation Savings Investment Plan**
Replacement Option Agreements***
Pursuant to
Snyder Oil Corporation Restated 1989 Stock Option Plan and
Snyder Oil Corporation 1990 Stock Option Plan for Non-Employee Directors
(Full title of the plans)
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 and telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount
securities to be maximum maximum of
be registered registered offering aggregate registration
(2) price offering fee
per share price
--------------------------------------------------------------------
Devon Common 44,000 (3) (3) (3)
Stock (1) Shares (a)
Devon Common 578,443 (3) (3) (3)
Stock (1) Shares (b)
Devon Common 1,358,261 (3) (3) (3)
Stock (1) Shares (c)
Devon Common 289,916 (3) (3) (3)
Stock (1) Shares (d)
Devon Common 352,063 (3) (3) (3)
Stock (1) Shares (e)
Total 2,622,683 Shares (3) (3) (3)
=========
--------------------------------------------------------------------
(1) Includes the stock purchase rights associated with the
Common Stock of Devon Energy Corporation, a Delaware
Corporation ("Devon" or the "Registrant").
(2) There is also being registered hereby such additional number
of shares of Devon Common Stock as may be issued pursuant to
the anti-dilution provisions of the:
(a) Santa Fe Snyder Corporation Incentive Stock
Compensation Plan 2000
(b) Santa Fe Snyder Corporation 1995 Incentive Stock
Compensation Plan for Nonexecutive Employees
(c) Santa Fe Snyder Corporation 1990 Incentive Stock
Compensation Plan
(d) Santa Fe Snyder Corporation Savings Investment Plan
(e) Replacement Option Agreements Pursuant to Snyder Oil
Corporation Restated 1989 Stock Option Plan and Snyder
Oil Corporation 1990 Stock Option Plan for Non-Employee
Directors
(3) All filing fees payable in connection with the issuance of
these securities were previously paid in connection with the
filing of the Registrant's registration statement on S-4
(File No. 333-39908).
* Filed as a post-effective amendment on Form S-8 to the Form
S-4 registration statement. See "Explanatory Notes."
** As further described herein under "Explanatory Notes."
*** As further described herein under "Explanatory Notes."
Explanatory Notes
Devon Energy Corporation, a Delaware corporation ("Devon" or
the "Registrant"), hereby amends its registration statement on
Form S-4 (File No. 333-39908) by filing this Post-Effective
Amendment No. 1 on Form S-8 ("Post-Effective Amendment") relating
to up to 2,622,683 shares of common stock, par value $0.10, of
Devon (the "Common Stock") issuable upon exercise of options
granted pursuant to various plans of Santa Fe Snyder Corporation,
a Delaware Corporation ("Santa Fe Snyder") or pursuant to
replacement option agreements. All shares of common stock
issuable upon exercise of the options granted pursuant to the
plans or replacement option agreements covered by this Post-
Effective Amendment were previously included in the Form S-4.
Pursuant to the Agreement and Plan of Merger dated as of May
25, 2000, as amended (the "Merger Agreement"), by and among
Devon, Devon Merger Co., a Delaware corporation and a wholly-
owned subsidiary of Devon ("Merger Co."), and Santa Fe Snyder, on
August 29, 2000, Merger Co. merged with and into Santa Fe Snyder
with Santa Fe Snyder as the surviving corporation and a wholly-
owned subsidiary of Devon (the "Merger"). Pursuant to the Merger
Agreement, at the effective time of the Merger, all options then
outstanding under the stock option plans of Santa Fe Snyder
remain outstanding but cease to represent a right to acquire
Santa Fe Snyder common stock and convert into options to purchase
shares of Devon Common Stock. The stock option plans included in
the terms of the Merger Agreement are:
(a) Santa Fe Snyder Corporation Incentive Stock
Compensation Plan 2000
(b) Santa Fe Snyder Corporation 1995 Incentive Stock
Compensation Plan for Nonexecutive Employees
(c) Santa Fe Snyder Corporation 1990 Incentive Stock
Compensation Plan
(d) Santa Fe Snyder Corporation Savings Investment Plan
Additionally, on May 5, 1999, Santa Fe Snyder was formed
through a merger of Santa Fe Energy Resources, Inc. and Snyder
Oil Corporation ("Snyder") (the "Santa Fe Snyder Merger").
Pursuant to the terms of the Santa Fe Snyder Merger agreement,
each unexpired and unexercised outstanding option granted
pursuant to the Snyder Oil Corporation Restated 1989 Stock Option
Plan and the Snyder Oil Corporation 1990 Stock Plan for Non-
Employee Directors (collectively the "Snyder Plans") to purchase
one share of common stock of Snyder was automatically cancelled
at the effective time of the Santa Fe Snyder Merger. Former
Snyder optionholders who were employees and directors of Snyder
who continued with the Santa Fe Snyder, former employees of
Snyder with severance or employment agreements that provided for
an extended period of time to exercise their Snyder options or
non-employee directors who did not continue in office with Santa
Fe Snyder were granted options to purchase a certain number of
shares of Santa Fe Snyder common stock based upon a conversion
formula. Those replacement options were registered on Post-
Effective Amendment No. 1 to Santa Fe Snyder's Form S-4 on Form S-
8, filed June 18, 1999 (File No. 333-71595). As of the effective
time of the Merger, the options granted pursuant to the
replacement option agreements under the Santa Fe Snyder Merger
will be replaced with options to purchase shares of Devon Common
Stock.
Listed below are the former Snyder directors and employees
who hold unexercised and unexpired replacement options granted
pursuant to the Santa Fe Snyder Merger, the number of shares of
Devon Common Stock issuable pursuant to such replacement options,
the respective exercise prices, and the Snyder Plan under which
the options were originally granted.
NAME NUMBER OF SHARES EXERCISE PRICE PLAN
OF COMMON STOCK
---- ---------------- -------------- ----
Daniel G. Anderson 1,668 $ 39.22 1
Roger W. Brittan 1,128 $ 21.62 2
1,128 38.81
1,128 43.79
Cynthia B. Cagle 4,510 $ 35.75 1
Roger D. Cagle 5,638 $ 35.75 1
Donald R. Corson 361 $ 39.22 1
Keith R. Dowling 541 $ 28.83 1
1,353 40.19
902 31.32
451 20.79
1,939 35.75
Thomas J. Edelman 19,393 $ 13.30 1
19,393 28.82
19,844 40.19
20,430 31.32
20,430 20.79
32,472 35.75
Christopher L. Furrh 5,412 $ 36.03 1
Dawn D. Goard 677 $ 39.22 1
Linda K. Gosdin 902 $ 20.79 1
902 35.75
Michael C. Griffin 1,969 $ 35.75 1
5,277 39.22
Charles R. Hall 2,030 $ 41.30 1
William G. Hargett 19,712 $ 36.03 1
29,315 39.22
John A. Harrell 4,736 $ 51.41 1
John A. Hill 1,128 $ 21.62 2
1,128 38.81
1,128 43.79
Mark A. Jackson 33,825 $ 41.30 1
11,410 39.22
Jeffrey L. Johnson 832 $ 20.79 1
1,759 35.75
William J. Johnson 1,128 $ 21.62 2
1,128 38.80
1,128 43.79
Earl W. Knight 406 $ 39.22 1
William D. Lancaster 5,863 $ 29.38 1
Harold R. Logan 1,128 $ 38.80 2
1,128 43.79
Brian H. MacMillan 1,714 $ 39.22 1
James E. McCormick 1,128 $ 21.62 2
1,128 38.80
1,128 43.79
H. Richard Pate 5,638 $ 35.75 1
5,322 39.22
Roger B. Rice 13,530 $ 42.40 1
7,442 39.22
Troy L. Schindler 3,410 $ 36.03 1
David E. Schlosser 1,533 $ 36.03 1
Terry L. Shyer 631 $ 39.22 1
Steven G. Siguaw 4,059 $ 43.51 1
2,030 39.22
Thomas M. Smagala 755 $ 39.22 1
Steven D. Smith 541 $ 35.75 1
586 39.22
Edward T. Story 1,128 $ 43.79 1
Aloys Swanson 586 $ 20.79 1
631 35.75
1,804 39.22
Janice S. Tanabe 586 $ 39.22 1
James R. Ten Eyck 4,510 $ 44.62 1
R.S. Woodall 1,984 $ 20.79 1
982 39.22
2,517 35.75
--------
TOTAL 352,063
========
-----------------
1 Snyder Oil Corporation Restated 1989 Stock Option Plan.
2 Snyder Oil Corporation 1990 Stock Plan for Non-Employee
Directors.
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
Item 1. Plan Information (1)
Item 2. Registrant Information and Employee Plan Annual Information (1)
_____________
(1) Information required by Part I to be contained in a Section
10(a) prospectus is omitted from this Registration Statement in
accordance with the Note to Part I of the Form S-8 and has been
or will be sent or given to participants in the Plans as
specified in Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities
and Exchange Commission by Santa Fe Snyder Corporation, a
Delaware corporation ("Santa Fe Snyder") (Commission file number
001-7667), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by
reference:
1. Santa Fe Snyder's Annual Report on Form 10-K for the
year ended December 31, 1999;
2. Santa Fe Snyder's Current Report on Form 8-K filed May
30, 2000; and
3. Santa Fe Snyder's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2000 and June 30, 2000.
The following documents previously filed by the Registrant
with the Securities and Exchange Commission are incorporated
herein by reference:
1. Devon's Annual Report on Form 10-K for the year ended
December 31, 1999;
2. Devon's Current Reports on Form 8-K dated January 27,
2000, May 26, 2000, June 5, 2000, June 21, 2000, June
22, 2000, July 12, 2000 and July 27, 2000, and its
Current Report on Form 8-K/A dated August 1, 2000;
3. Devon's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, and June 30, 2000;
4. The Joint Proxy Statement/Prospectus of Devon and Santa
Fe Snyder dated July 21, 1999, which is included as
part of the Registration Statement on Form S-4 (File
No. 333-39908) of the Registrant; and
5. The description of the Registrant's Common Stock set
forth in Exhibit 4.9 to the Registrant's Form 8-K,
dated August 18, 1999, including any amendment or
report filed for purposes of updating any such
description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
shares of common stock covered by this Registration Statement
have been sold or which deregisters all such shares remaining
unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Registration Statement will
be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference to this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded
will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Except to the extent indicated below, there is no charter
provision, by-law, contract, arrangement or statute under which
any director or officer of Registrant 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 the Restated Certificate of Incorporation of
Registrant contains a provision, permitted by Section 102(b)(7)
of the Delaware General Corporation Law (the "DGCL"), limiting
the personal monetary liability of directors for breach of
fiduciary duty as a director. The DGCL and the Restated
Certificate of Incorporation of the Registrant provide that such
provision does not eliminate or limit liability,
(1) for any breach of the director's duty of loyalty to
Registrant or its stockholders,
(2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174 of the
DGCL, or
(4) for any transaction from which the director derived an
improper benefit.
Section 145 of the DGCL 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 the Registrant's Restated Certificate of
Incorporation provides for such indemnification.
Section 145 also permits a corporation to purchase and
maintain insurance on behalf of its directors and officers
against any liability which may be asserted against, or incurred
by, such persons in their capacities as directors or officers of
the corporation whether or not Registrant would have the power to
indemnify such persons against such liabilities under the
provisions of such sections. Registrant has purchased such
insurance.
Section 145 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 by-law, 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 XIII of the by-laws of Registrant contains
provisions regarding indemnification, which parallel those
described above.
The merger agreement dated May 19, 1999 between Registrant
and PennzEnergy Company, a Delaware corporation ("PennzEnergy"),
provides that for seven years after the effective time of the
merger, Registrant will indemnify and hold harmless each person
who was a director or officer of Registrant or PennzEnergy prior
to the effective time from their acts or omissions in those
capacities occurring prior to the effective time to the fullest
extent permitted by applicable law.
The Merger Agreement provides that for six years after the
effective time of the merger, Registrant will indemnify and hold
harmless each person who was a director or officer of Santa Fe
Snyder prior to the effective time from their acts or omissions
in those capacities occurring prior to the effective time to the
fullest extent permitted by applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit No. Document
----------- --------
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3 to Registrant's
Form 8-K, filed on August 18, 1999).
4.2 By-laws of the Registrant (incorporated by reference to
Exhibit 3.3 to Registrant's Registration Statement on Form
S-4, File No. 333-82903).
4.3 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Registrant's Form 8-K, filed
on August 18, 1999).
4.4 Amendment to Rights Agreement dated as of May 25, 2000
between Registrant and Fleet National Bank (f/k/a
BankBoston, N.A.) (incorporated by reference to Exhibit
4.2 to Registrant's definitive proxy statement for a
special meeting of shareholders filed July 21, 2000).
4.5 Registration Rights Agreement dated as of June 22, 2000 by
and among Registrant and Morgan Stanley & Co. Incorporated
and Salomon Smith Barney Inc. (incorporated by reference
to Exhibit 4.1 of Registrant's Form 8-K filed July 12,
2000).
4.6 Rights Agreement dated as of August 17, 1999 between
Registrant and BankBoston, N.A. (incorporated by reference
to Exhibit 4.2 to Registrant's Form 8-K filed on August
18, 1999).
4.7 Certificate of Designations of Series A Junior
Participating Preferred Stock of Registrant (incorporated
by reference to Exhibit 4.3 to Registrant's Form 8-K filed
on August 18, 1999).
4.8 Certificate of Designations of the 6.49% Cumulative
Preferred Stock, Series A of Registrant (incorporated by
reference to Exhibit 4.4 to Registrant's Form 8-K filed on
August 18, 1999).
4.9 Description of Capital Stock of Registrant (incorporated
by reference to Exhibit 4.9 to Registrant's Form 8-K filed
on August 18, 1999).
4.10 Amending Support Agreement, dated August 17, 1999, between
the Registrant and Northstar Energy Corporation
(incorporated by reference to Exhibit 4.5 to Registrant's
Form 8-K filed on August 18, 1999).
4.11 Support Agreement, dated December 10, 1998, between the
Registrant and Northstar Energy Corporation (incorporated
by reference to Exhibit 4.1 to Devon Energy Corporation
(Oklahoma)'s (predecessor to Registrant) Form 8-K dated as
of December 11, 1998).
4.12 Exchangeable Share Provisions (incorporated by reference
to Exhibit 4.2 to Devon Energy Corporation (Oklahoma)'s
(predecessor of Registrant) Form 8-K filed December 23,
1998).
4.13 Amended Exchangeable Share Provisions dated as of August
17, 1999 (incorporated by reference to Exhibit 4.17 to
Registrant's Form 10-K for the fiscal year ended December
31, 1999).
4.14 Indenture dated as of June 27, 2000 between Registrant and
The Bank of New York, setting forth the terms of the Zero
Coupon Convertible Senior Debentures due 2020
(incorporated by reference to Exhibit 4.2 to Registrant's
Form 8-K filed July 12, 2000).
4.15 Indenture dated as of December 15, 1992 between Registrant
(as successor by merger to PennzEnergy, as successor by
merger to Pennzoil Company) and Texas Commerce Bank
National Association, Trustee (incorporated by reference
to Exhibit 4(o) to Pennzoil Company's Form 10-K filed
March 10, 1993 (SEC File No. 1-5591)).
4.16 Third Supplemental Indenture dated as of August 3, 1998 to
Indenture dated as of December 15, 1992 among Registrant
(as successor by merger to PennzEnergy) and Chase Bank of
Texas, National Association, setting forth the terms of
the 4.90% Exchangeable Senior Debentures due August 15,
2008 (incorporated by reference to Exhibit 4(g) to
PennzEnergy Company's 1998 Form 10-K filed March 23,
1999).
4.17 Fourth Supplemental Indenture dated as of August 3, 1998
to Indenture dated as of December 15, 1992 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association, setting forth
the terms of the 4.95% Exchangeable Senior Debentures due
August 15, 2008 (incorporated by reference to Exhibit 4(h)
to PennzEnergy Company's 1998 Form 10-K filed March 23,
1999).
4.18 Fifth Supplemental Indenture dated as of August 17, 1999
to Indenture dated as of December 15, 1992 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association (incorporated by
reference to Exhibit 4.7 to Registrant's Form 8-K filed
August 18, 1999).
4.19 Indenture dated as of February 15, 1986 among Registrant
(as successor by merger to PennzEnergy) and Chase Bank of
Texas, National Association (incorporated by reference to
Exhibit 4(a) to Pennzoil Company's Form 10-Q filed July
31, 1986 (SEC File No. 1-5591).
4.20 First Supplemental Indenture dated as of August 17, 1999
to Indenture dated as of February 15, 1986 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association (incorporated by
reference to Exhibit 4.8 to Registrant's Form 8-K filed
August 18, 1999).
4.21 Senior Indenture dated as of June 1, 1999 between Santa Fe
Snyder and The Bank of New York, as Trustee, relating to
Santa Fe Snyder's senior debt securities, including form
of senior debt security (incorporated by reference to
Exhibit 4.1 to Santa Fe Snyder's Form 8-K filed on June
15, 1999).
4.22 First Supplemental Indenture dated as of June 14, 1999 to
Senior Indenture dated June 1, 1999 between Santa Fe
Snyder and The Bank of New York, as Trustee, relating to
Santa Fe Snyder's 8.05% Senior Notes due 2004, including
form of 8.05% Senior Notes due 2004 (incorporated by
reference to Exhibit 4.2 to Santa Fe Snyder's Form 8-K
filed on June 15, 1999).
4.23 Indenture dated as of June 10, 1997 between Snyder Oil
Corporation (as predecessor by merger to Santa Fe Snyder)
("Snyder Oil") and Texas Commerce Bank National
Association relating to Snyder Oil's 8 3/4% Senior
Subordinated Notes due 2007 (incorporated by reference to
Exhibit 4.1 to Snyder Oil's Form 8-K dated June 10, 1997
[Commission File No. 1-10509]).
4.24 First Supplemental Indenture dated as of June 10, 1997 to
Indenture dated as of June 10, 1997 between Snyder Oil and
Texas Commerce Bank National Association relating to
Snyder Oil's 8 3/4% Senior Subordinated Notes due 2007
(incorporated by reference to Exhibit 4.2 to Snyder Oil's
Form 8-K dated June 10, 1997 [Commission File No. 1-10509]).
4.25 Second Supplemental Indenture dated as of June 10, 1997 to
Indenture dated as of June 10, 1997 between Snyder Oil and
Texas Commerce Bank National Association relating to
Snyder Oil's 8 3/4% Senior Subordinated Notes due 2007
(incorporated by reference to Exhibit 4.3 to Snyder Oil's
Form 8-K dated June 10, 1997).
5.1 Opinion of McAfee & Taft A Professional Corporation.
5.2 Internal Revenue Service determination letter re: Santa Fe
Snyder Savings Investment Plan.
23.1 Consent of McAfee & Taft A Professional Corporation
(contained in its opinion in Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of Deloitte & Touche 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 Ryder Scott Company, L.P.
23.9 Consent of PricewaterhouseCoopers LLP.
23.10 Consent of Arthur Andersen LLP.
23.11 Consent of Ryder Scott Company, L.P.
24.1 Power of Attorney.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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 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 a 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
this Registration Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and 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
Commission by the Registrant pursuant to Sections 13 or 15(d) of
the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant, 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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by any such director, officer or
controlling person in connection with the securities being
registered, the 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 of
whether or not such indemnification is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form
S-8 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 the 29th day of
August, 2000.
DEVON ENERGY CORPORATION
By: J. LARRY NICHOLS
J. Larry Nichols,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on August 29, 2000.
Signature Title
--------- -----
JAMES L. PATE Chairman of the Board and
James L. Pate Director
J. LARRY NICHOLS President, Chief Executive
J. Larry Nichols Officer and Director
JAMES L. PAYNE Vice Chairman of the Board and
James L. Payne Director
WILLIAM T. VAUGHN Senior Vice President - Finance
William T. Vaughn
DANNY J. HEATLY Vice President - Accounting
Danny J. Heatly
THOMAS F. FERGUSON Director
Thomas F. Ferguson
DAVID M. GAVRIN Director
David M. Gavrin
MICHAEL E. GELLERT Director
Michael E. Gellert
WILLIAM E. GREEHEY Director
William E. Greehey
JOHN A. HILL Director
John A. Hill
WILLIAM J. JOHNSON Director
William J. Johnson
MICHAEL M. KANOVSKY Director
Michael M. Kanovsky
MELVYN N. KLEIN Director
Melvyn N. Klein
ROBERT MOSBACHER, JR. Director
Robert Mosbacher, Jr.
ROBERT B. WEAVER Director
Robert B. Weaver
<PAGE>
Index to Exhibits
-----------------
Exhibit
No. Document Method of Filing
------- -------- ----------------
4.1 Restated Certificate of Incorporated herein by reference
Incorporation of the
Registrant
4.2 By-laws of the Registrant Incorporated herein by reference
4.3 Form of Common Stock Incorporated herein by reference
Certificate
4.4 Amendment to Rights Agreement Incorporated herein by reference
dated as of May 25, 2000
between Registrant and Fleet
National Bank (f/k/a
BankBoston, N.A.)
4.5 Registration Rights Agreement Incorporated herein by reference
dated as of June 22, 2000 by
and among Registrant and
Morgan Stanley & Co.
Incorporated and Salomon
Smith Barney Inc.
4.6 Rights Agreement dated as of Incoprorated herein by reference
August 17, 1999 between
Registrant and BankBoston,
N.A.
4.7 Certificate of Designations Incorporated herein by reference
of Series A Junior
Participating Preferred Stock
of Registrant
4.8 Certificate of Designations Incorporated herein by reference
of the 6.49% Cumulative
Preferred Stock, Series A of
Registrant
4.9 Description of Capital Stock Incorporated herein by reference
of Registrant
4.10 Amending Support Agreement, Incorporated herein by reference
dated August 17, 1999,
between the Registrant and
Northstar Energy Corporation
4.11 Support Agreement, dated Incorporated herein by reference
December 10, 1998, between
the Registrant and Northstar
Energy Corporation
4.12 Exchangeable Share Provisions Incorporated herein by reference
4.13 Amended Exchangeable Share Incorporated herein by reference
Provisions dated as of August
17, 1999
4.14 Indenture dated as of June Incorporated herein by reference
27, 2000 between Registrant
and The Bank of New York,
setting forth the terms of
the Zero Coupon Convertible
Senior Debentures due 2020
4.15 Indenture dated as of Incorporated herein by reference
December 15, 1992 between
Registrant (as successor by
merger to PennzEnergy, as
successor by merger to
Pennzoil Company) and Texas
Commerce Bank National
Association, Trustee
4.16 Third Supplemental Indenture Incorporated herein by reference
dated as of August 3, 1998 to
Indenture dated as of
December 15, 1992 among
Registrant (as successor by
merger to PennzEnergy) and
Chase Bank of Texas, National
Association, setting forth
the terms of the 4.90%
Exchangeable Senior
Debentures due August 15, 2008
4.17 Fourth Supplemental Indenture Incorporated herein by reference
dated as of August 3, 1998 to
Indenture dated as of
December 15, 1992 among
Registrant (as successor by
merger to PennzEnergy) and
Chase Bank of Texas, National
Association, setting forth
the terms of the 4.95%
Exchangeable Senior
Debentures due August 15, 2008
4.18 Fifth Supplemental Indenture Incorporated herein by reference
dated as of August 17, 1999
to Indenture dated as of
December 15, 1992 among
Registrant
4.19 Indenture dated as of Incorporated herein by reference
February 15, 1986 among
Registrant (as successor by
merger to PennzEnergy) and
Chase Bank of Texas, National
Association
4.20 First Supplemental Indenture Incorporated herein by reference
dated as of August 17, 1999
to Indenture dated as of
February 15, 1986 among
Registrant
4.21 Senior Indenture dated as of Incorporated herein by reference
June 1, 1999 between Santa Fe
Snyder and The Bank of New
York, as Trustee, relating to
Santa Fe Snyder's senior debt
securities, including form of
senior debt security
4.22 First Supplemental Indenture Incorporated herein by reference
dated as of June 14, 1999 to
Senior Indenture dated June
1, 1999 between Santa Fe
Snyder and The Bank of New
York, as Trustee, relating to
Santa Fe Snyder's 8.05%
Senior Notes due 2004,
including form of 8.05%
Senior Notes due 2004
4.23 Indenture dated as of June Incorporated herein by reference
10, 1997 between Snyder Oil
Corporation (as predecessor
by merger to Santa Fe Snyder)
("Snyder Oil") and Texas
Commerce Bank National
Association relating to
Snyder Oil's 8 3/4% Senior
Subordinated Notes due 2007
4.24 First Supplemental Indenture Incorporated herein by reference
dated as of June 10, 1997 to
Indenture dated as of June
10, 1997 between Snyder Oil
and Texas Commerce Bank
National Association relating
to Snyder Oil's 8 3/4% Senior
Subordinated Notes due 2007
4.25 Second Supplemental Indenture Incorporated herein by reference
dated as of June 10, 1997 to
Indenture dated as of June
10, 1997 between Snyder Oil
and Texas Commerce Bank
National Association relating
to Snyder Oil's 8 3/4% Senior
Subordinated Notes due 2007
5.1 Opinion of McAfee & Taft A Filed herewith electronically
Professional Corporation
5.2 Internal Revenue Service Filed herewith electronically
determination letter re:
Santa Fe Snyder Savings
Investment Plan
23.1 Consent of McAfee & Taft A Filed herewith electronically
Professional Corporation
(contained in its opinion in
Exhibit 5.1)
23.2 Consent of KPMG LLP Filed herewith electronically
23.3 Consent of Deloitte & Touche LLP Filed herewith electronically
23.4 Consent of Arthur Andersen LLP Filed herewith electronically
23.5 Consent of LaRoche Petroleum Filed herewith electronically
Consultants, Ltd.
23.6 Consent of AMH Group, Ltd. Filed herewith electronically
23.7 Consent of Paddock Lindstrom Filed herewith electronically
& Associates Ltd.
23.8 Consent of Ryder Scott Filed herewith electronically
Company, L.P.
23.9 Consent of Filed herewith electronically
PricewaterhouseCoopers LLP
23.10 Consent of Arthur Andersen LLP Filed herewith electronically
23.11 Consent of Ryder Scott Filed herewith electronically
Company, L.P.
24.1 Power of Attorney Filed herewith electronically
<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
August 29, 2000
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission today
with respect to 2,622,638 shares of common stock, subject to
adjustment pursuant to anti-dilution provisions, $.10 par value
per share (the "Common Stock") to be issuable upon exercise of
options granted under the various stock option plans of Santa Fe
Snyder Corporation, a Delaware corporation merging with a wholly
owned subsidiary of Devon Energy Corporation (the "Company") in
connection with the Merger Agreement (as defined below) (the
"Plans") and under the replacement option agreements pursuant to
the merger of Snyder Oil Corporation with and into Santa Fe
Energy Resources, Inc. (the "Replacement Option Agreements").
We note that the Company's obligations under the Plans and
Replacement Option Agreements, and therefore our opinion in
paragraph 2 below, are subject to the effectiveness of that
certain Agreement and Plan of Merger dated as of May 25, 2000, as
amended (the "Merger Agreement").
We have examined your corporate records and made such other
investigations as we deemed appropriate for the purpose of this
opinion. Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly exist-
ing as a corporation in good standing under the laws of the
State of Delaware.
2. The shares of Common Stock to be purchased pursuant to the
exercise of options granted under the Plans and Replacement
Option Agreements have been duly and validly authorized for
issuance and, when issued pursuant to and in accordance with the
Plans and Replacement Option Agreements after the effective date
of the Merger Agreement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the above mentioned Registration Statement.
Very truly yours,
MCAFEE & TAFT A PROFESSIONAL CORPORATION
McAfee & Taft A Professional Corporation
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. Box 2508
CINCINNATI, OH 45201
Employer Identification Number:
Date: NOV 19 1997 36-2722169
DLN:
SANTA FE ENERGY RESOURCES INC. 17007237007007
C/O MICHAEL D STUART Person to Contact
ANDREWS & KURTH CINDY PERRY
4200 TEXAS COMMERCE TOWER Contact Telephone Number:
HOUSTON, TX 77002 (513) 241-5199
Plan Name:
SAVINGS INVESTMENT PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please keep
this letter in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-
1(b)(3) of the Income Tax Regulations.) We will review the
status of the plan in operation periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some events that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it. It
is very important that you read the publication.
This letter relates only to the status of your plan under
the Internal Revenue Code. It is not a determination regarding
the effect of other federal or local statutes.
This determination letter is applicable for the amendment(s)
adopted on July 9, 1997.
This determination letter is also applicable for the
amendment(s) adopted on April 1, 1996.
This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4) - 1(b)(2) of the regulations
on the basis of a design-based safe harbor described in the
regulations.
This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4) - 4(b) of the
regulations with respect to those benefits, rights and features
that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.
Except as otherwise specified this letter may not be relied
upon with respect to whether the plan satisfies the qualification
requirements as amended by the Uruguay Round Agreements Act, Pub.
L. 103-465 and by the Small Business Job Protection Act of 1996
(SBJPA), Pub. L. 104-108, other than the requirements of Code
section 401(a)(26).
The information on the enclosed addendum is an integral part
of this determination. Please be sure to read it and keep it
with this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.
Sincerely yours,
ELLEN MURPHY
Ellen Murphy
MYRON RANNEY
Myron Ranney
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans Addendum
<PAGE>
SANTA FE ENERGY RESOURCES INC.
This letter considers the amendments required by the Tax
Reform Act of 1986 except as otherwise specified in this letter.
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference herein of our
report dated February 9, 2000 relating to the consolidated
balance sheets of Devon Energy Corporation and subsidiaries as of
December 31, 1999, 1998 and 1997 and the related consolidated
statements of operations, stockholders' equity, and cash flows
for the years then ended, which report appears in the December
31, 1999 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 joint proxy statement/prospectus of
Devon Energy Corporation and Santa Fe Snyder Corporation
incorporated by reference herein.
KPMG LLP
Oklahoma City, Oklahoma
August 28, 2000
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8, of Devon Energy Corporation and 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, 1999 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 joint proxy/prospectus, dated July 21, 1999,
of Devon Energy Corporation and Santa Fe Snyder Corporation.
Calgary, Alberta, Canada DELOITTE & TOUCHE LLP CHARTERED ACCOUNTANTS
August 29, 2000 Deloitte & Touche LLP Chartered Accountants
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration
statement covering shares of common stock relating to the various
stock option, stock compensation, savings investment and employee
stock purchase plans of Devon Energy Corporation, Santa Fe Snyder
Corporation and Santa Fe Energy Resources, Inc. 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
August 29, 2000
<PAGE>
Exhibit 23.5
PETROLEUM CONSULTANT'S CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation of the
reference to our appraisal report for Devon Energy Corporation as
of the years ended December 31, 1999, 1998 and 1997.
LAROCHE PETROLEUM CONSULTANTS, LTD.
WILLIAM M. KATZMANN
William M. Katzmann, Partner
<PAGE>
Exhibit 23.6
PETROLEUM CONSULTANT'S CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation of the
reference to our appraisal report for Devon Energy Corporation as
of the years ended December 31, 1999, 1998 and 1997.
AMH GROUP LTD.
ROBIN C. MANN
Robin C. Mann, P. Geol.
Vice President
<PAGE>
Exhibit 23.7
PETROLEUM CONSULTANT'S CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation of the
reference to our appraisal report for Devon Energy Corporation as
of December 31, 1999, and to our appraisal report for Northstar
Energy Corporation as of the years ended December 31, 1998 and
1997.
PADDOCK LINDSTROM & ASSOCIATES LTD.
<PAGE>
Exhibit 23.8
[Ryder Scott Company letterhead]
PETROLEUM CONSULTANT'S CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Devon Energy Corporation of the
reference to our appraisal report for Devon Energy Corporation as
of December 31, 1999, and to our appraisal report for PennzEnergy
Company as of the years ended December 31, 1998 and 1997.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
August 29 2000
<PAGE>
Exhibit 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
[PricewaterhouseCoopers letterhead]
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Devon Energy Corporation of
our report dated January 28, 2000 relating to the consolidated
financial statements of Santa Fe Snyder Corporation, which
appears in the December 31, 1999 Annual Report on Form 10-K of
Santa Fe Snyder Corporation.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
August 29, 2000
<PAGE>
Exhibit 23.10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
[Arthur Andersen LLP letterhead]
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form
S-8 of Devon Energy Corporation of our report dated February 10,
1999, included in Snyder Oil Corporation's Form 10-K/A for the year
ended December 31, 1998, and to all references to our firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
August 28, 2000
<PAGE>
Exhibit 23.11
[Ryder Scott Company letterhead]
PETROLEUM CONSULTANT'S CONSENT (SFS)
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of Devon Energy Corporation of
our appraisal report for Santa Fe Snyder Corporation as of
December 31, 1999.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
August 29 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Larry
Nichols, H. Allen Turner and Marian J. Moon, and each or any one
of them, his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any or all amendments (including post-
effective amendments) and supplements to a Registration Statement
on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each
acting alone or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated this 29th day of August, 2000.
Signature Title
--------- -----
JAMES L. PATE Chairman of the Board and
James L. Pate Director
J. LARRY NICHOLS President, Chief Executive
J. Larry Nichols Officer and Director
JAMES L. PAYNE Vice Chairman of the Board and
James L. Payne Director
WILLIAM T. VAUGHN Senior Vice President - Finance
William T. Vaughn
DANNY J. HEATLY Vice President - Accounting
Danny J. Heatly
THOMAS F. FERGUSON Director
Thomas F. Ferguson
DAVID M. GAVRIN Director
David M. Gavrin
MICHAEL E. GELLERT Director
Michael E. Gellert
WILLIAM E. GREEHEY Director
William E. Greehey
JOHN A. HILL Director
John A. Hill
WILLIAM J. JOHNSON Director
William J. Johnson
MICHAEL M. KANOVSKY Director
Michael M. Kanovsky
MELVYN N. KLEIN Director
Melvyn N. Klein
ROBERT MOSBACHER, JR. Director
Robert Mosbacher, Jr.
ROBERT B. WEAVER Director
Robert B. Weaver
