As Filed with the Securities and Exchange Commission on December 21, 2000
Registration No. 333-50034
Registration No. 333-50034-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 2
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DEVON ENERGY CORPORATION
DEVON FINANCING TRUST II
(Exact name of each registrant as specified in its charter or
certificate of trust)
DELAWARE 73-1567067
DELAWARE 73-6324936
(State or other jurisdiction (I.R.S. Employer Identification No.)
of 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 registrants' principal executive offices)
J. Larry Nichols Copy To:
Chairman of the Board, President and Chief W. Chris Coleman
Executive Officer McAfee & Taft A Professional Corporation
Devon Energy Corporation Two Leadership Square, 10th Floor
20 North Broadway, Suite 1500 211 North Robinson
Oklahoma City, Oklahoma 73102-8260 Oklahoma City, Oklahoma 73102-7103
(405) 235-3611 (405) 235-9621
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this 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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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, please check the following box. [_]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to Amounts to offering price aggregate offering Amount of
be registered be registered per unit <F1> price <F2> registration fee
<S> <C> <C> <C> <C>
Devon Energy <F3> <F3> <F3> <F3>
Corporation:
Common stock,
par value $0.10
per share <F4>
Preferred stock,
par value $1.00
per share <F5>
Debt securities <F6>
Stock Purchase
Contracts and Stock
Purchase Units <F7>
Guarantees of trust
preferred securities
of Devon Financing
Trust II <F8>
Devon Financing Trust II:
Trust preferred
securities <F9>
Total $447,261,200 <F10> 100% $447,261,200 <F10> <F11>
<FN>
<F1> The proposed maximum offering price per unit will be
determined from time to time by the registrant in connection
with the issuance by the registrant of the securities
registered hereunder.
<F2> The proposed maximum aggregate offering price has been
estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(o) under the Securities Act.
<F3> Not specified pursuant to General Instruction II.D. of Form S-3.
<F4> Subject to note (10) below, there is being registered
hereunder an indeterminate number of shares of common stock
as may be sold or exchanged, from time to time, by the
registrant. There are also being registered hereunder an
indeterminate number of shares of common stock as shall be
issuable upon conversion or redemption of preferred stock,
debt securities or trust preferred securities registered
hereunder or exchange of exchangeable shares of a subsidiary
of the registrant. Includes the stock purchase rights
associated with the common stock.
<F5> Subject to note (10) below, there is being registered
hereunder an indeterminate number of shares of preferred
stock as may be sold or exchanged, from time to time, by the
registrant.
<F6> Subject to note (10) below, there is being registered
hereunder an indeterminate principal amount of debt
securities as may be sold from time to time by the
registrant. If any debt securities are issued at an original
issue discount, then the offering price shall be in such
greater principal amount as shall result in an aggregate
initial offering price not to exceed $ 447,261,200 less the
dollar amount of any securities previously issued hereunder.
Debt securities may be issued and sold directly to investors
or to Devon Financing Trust II in connection with the
issuance of trust preferred securities by Devon Financing
Trust II, in which event such debt securities may later be
distributed to the holders of trust preferred securities upon
a dissolution and liquidation of Devon Financing Trust II. No
separate consideration will be received for the debt
securities of the registrant distributed upon any liquidation
of Devon Financing Trust II.
<F7> Subject to note (10) below, there is being registered
hereunder an indeterminate amount and number of stock
purchase contracts, representing rights to purchase common
stock or preferred stock, as may be sold, from time to time,
by the registrant.
<F8> Subject to note (10) below, there is being registered
hereunder all other obligations that the registrant may have
with respect to trust preferred securities issued by Devon
Financing Trust II. No separate consideration will be
received for the registrant's guarantee or any other
obligations.
<F9> Subject to note (10) below, there is being registered
hereunder an indeterminate number of trust preferred
securities as may be sold, from time to time, by the registrant.
<F10> In no event will the aggregate initial offering price of
all securities issued from time to time pursuant to this
Registration Statement exceed $447,261,200. The aggregate
amount of equity securities registered hereunder is further
limited to that which is permissible under Rule 415(a)(4)
under the Securities Act. The securities registered hereunder
may be sold separately or as units with other securities
registered hereunder.
<F11> Filing fee of $118,077 previously paid.
</FN>
</TABLE>
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
Explanatory Note
This Amendment No. 2 to the Registration Statement filed by
Devon Energy Corporation, Registration No. 333-50034, and Devon
Financing Trust II, Registration No. 333-50034-01, does not amend
the Prospectus, which is incorporated herein by reference, but
only refiles Exhibit 5.1 thereto.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of estimated expenses incurred
in connection with the securities being registered hereby. Devon
will pay for the fees and expenses of the offering of the
securities offered hereby.
SEC Registration Fee $118,077
Legal Fees and Expenses 100,000
Printing and Engraving Expenses 100,000
Accounting Fees and Expenses 40,000
Trustees Fees and Expenses 14,000
Blue Sky --
Miscellaneous 40,000
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Total $412,077
ITEM 15. 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 or Devon Financing Trust II
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,
* for any breach of the director's duty of
loyalty to Registrant or its stockholders;
* for acts or omissions not in good faith or
which involve intentional misconduct or a knowing
violation of law;
* for unlawful payments of dividends or unlawful
stock repurchases or redemptions, as provided in
Section 174 of the DGCL; or
* 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. We have 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 amended and restated 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 dated May 25, 2000, as amended, between
Registrant and Santa Fe Snyder Corporation ("Santa Fe Snyder"),
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.
The Devon Financing Trust II trust agreement will provide
for full indemnification of any trustee, affiliate of any
administrative trustee, or any officers, directors, shareholders,
members, partners, employees, representatives or agents of the
trust or its affiliates (each an "Indemnified Person") by Devon
in connection with any act or omission performed or omitted by
such Indemnified Person in good faith on behalf of the trust and
in a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified
Person by the trust agreement or by law. The trust agreement will
further provide that, to the fullest extent permitted by
applicable law, expenses (including legal fees) incurred by an
Indemnified Person in defending any claim, demand, action, suit
or proceeding, shall from time to time, be advanced by Devon
prior to the filing and disposition of such claim, demand,
action, suit or proceeding upon receipt by or an undertaking by
or on behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled
to be indemnified for the underlying cause of action as
authorized by the trust agreement.
Reference is made to the form of underwriting agreement to
be incorporated by reference in this registration statement for a
description of the indemnification arrangements Devon and Devon
Financing Trust II agree to in connection with offerings of
securities registered by this registration statement.
ITEM 16. EXHIBITS
Exhibit No. Document
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1.1 Form of Underwriting Agreement.*
4.1 Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3 to Registrant's
Form 8-K filed on August 18, 1999, File No. 000-30176).
4.2 Registrant's Amended and Restated By-laws (incorporated
by reference to Exhibit 3.2 to Registrant's Form S-4
filed on June 22, 2000, File No. 333-39908).
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, File No. 000-30176).
4.4 Description of Capital Stock of Devon Energy Corporation
(incorporated by reference to Exhibit 4.9 to Registrant's
Form 8-K filed on August 18, 1999, File No. 000-30176).
4.5 Corrected Certificate of Trust of Devon Financing Trust II.
4.6 Restated Declaration of Trust of Devon Financing Trust II.
4.7 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 Form S-4 filed on June 22, 2000, File
No. 333-39908).
4.8 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).
4.9 Form of Indenture relating to debt securities.
4.10 Each form of preferred securities certificate designation
will be filed as an exhibit to a current report of Devon
and incorporated in this Registration Statement by
reference.*
4.11 Form of Trust Preferred Securities Guaranty Agreement for
Devon Financing Trust II.
4.12 Form of Amended and Restated Declaration of Trust of
Devon Financing Trust II.
4.13 Form of Trust Preferred Securities Certificate.*
5.1 Opinion of McAfee & Taft A Professional Corporation.
8.1 Tax Opinions.*
12.1 Statements of computation of ratios of earnings to
combined fixed charges and preferred stock dividends.*
23.1 Consent of LaRoche Petroleum Consultants, Ltd.
23.2 Consent of AMH Group, Ltd.
23.3 Consent of Paddock Lindstrom & Associates Ltd.
23.4 Consent of KPMG LLP.
23.5 Consent of Ryder Scott Company, L.P.
23.6 Consent of Deloitte & Touche LLP.
23.7 Consent of PricewaterhouseCoopers LLP.
23.8 Consent of Ryder Scott Company, L.P.
23.9 Consent of Arthur Andersen LLP.
23.10 Consent of John P. Hunter & Associates, Ltd.
23.11 Consent of McAfee & Taft A Professional Corporation
(contained in opinion in Exhibit 5.1).
23.12 Consent of attorneys issuing tax opinions (contained in
opinions in Exhibit 8.1).
24.1 Power of Attorney (included in signature page of the
Registration Statement).
25.1 Form T-1 Statement of Eligibility of Trustee under
Indenture.
25.2 Form T-1 Statement of Eligibility of Trustee under the
Guarantee of Trust Preferred Securities of Devon
Financing Trust II.
25.3 Form T-1 Statement of Eligibility of Trustee under the
Trust Preferred Securities.
---------------
* To be filed by amendment to this registration statement or as
an exhibit to a current report of Devon and incorporated in this
registration statement by reference.
ITEM 17. UNDERTAKINGS
1. The undersigned Registrants hereby undertake:
(a) 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 the 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 20 percent change in the maximum aggregate offering
price set forth in the "Calculations 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
the registration statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrants pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, that are incorporated by
reference in the registration statement;
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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; and
(c) 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.
2. The undersigned Registrants hereby undertake that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Devon's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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.
3. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrants pursuant to
the provisions described under Item 15 above, or otherwise, the
Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by any
Registrant of expenses incurred or paid by a director, officer or
controlling person of that Registrant in the successful defense
of any action, suit or proceeding) is asserted against a
Registrant by such director, officer or controlling person in
connection with the securities being registered, that 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 whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
each 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 Amendment No. 2 to the registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma on December 21, 2000.
DEVON ENERGY CORPORATION
By: /s/ J. Larry Nichols*
J. Larry Nichols, President and
Chief Executive Officer
DEVON FINANCING TRUST II
By: Devon Energy Corporation, as sponsor
By: /s/ J. Larry Nichols*
J. Larry Nichols, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 2 to the registration statement has been
signed by the following persons, in the capacities indicated on
December 21, 2000.
Signature Title
--------- -----
/s/ J. Larry Nichols* Chairman of the Board, President, and Chief
J. Larry Nichols Executive Officer
/s/ James L. Payne* Vice Chairman of the Board
James L. Payne
/s/ William T. Vaughn* Senior Vice President - Finance
William T. Vaughn
/s/ Danny J. Heatly* Vice President - Accounting
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/ William E. Greehey* Director
William E. Greehey
/s/ John A. Hill* Director
John A. Hill
/s/ William J. Johnson* Director
William J. Johnson
/s/ Michael M. Kanovsky* Director
Michael M. Kanovsky
/s/ Melvyn N. Klein* Director
Melvyn N. Klein
/s/ Robert A. Mosbacher, Jr.* Director
Robert A. Mosbacher, Jr.
/s/ Robert B. Weaver* Director
Robert B. Weaver
*By: /s/ Marian J. Moon
Marian J. Moon
Attorney-in-Fact
<PAGE>
Index to Exhibits
Exhibit No. Document
----------- --------
1.1 Form of Underwriting Agreement.
4.1 Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3 to Registrant's
Form 8-K filed on August 18, 1999, File No. 000-30176).
4.2 Registrant's Amended and Restated By-laws (incorporated
by reference to Exhibit 3.2 to Registrant's Form S-4
filed on June 22, 2000, File No. 333-39908).
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, File No. 000-30176).
4.4 Description of Capital Stock of Devon Energy Corporation
(incorporated by reference to Exhibit 4.9 to Registrant's
Form 8-K filed on August 18, 1999, File No. 000-30176).
4.5* Corrected Certificate of Trust of Devon Financing Trust
II.
4.6* Restated Declaration of Trust of Devon Financing Trust
II.
4.7 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 Form S-4 filed on June 22, 2000, File
No. 333-39908).
4.8 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).
4.9* Form of Indenture relating to debt securities.
4.10 Each form of preferred securities certificate designation
will be filed as an exhibit to a current report of Devon
and incorporated in this Registration Statement by
reference.
4.11* Form of Trust Preferred Securities Guaranty Agreement for
Devon Financing Trust II.
4.12* Form of Amended and Restated Declaration of Trust of
Devon Financing Trust II.
4.13 Form of Trust Preferred Securities Certificate.
5.1** Opinion of McAfee & Taft A Professional Corporation.
8.1 Tax Opinions.
12.1 Statements of computation of ratios of earnings to
combined fixed charges and preferred stock dividends.
23.1* Consent of LaRoche Petroleum Consultants, Ltd.
23.2* Consent of AMH Group, Ltd.
23.3* Consent of Paddock Lindstrom & Associates Ltd.
23.4* Consent of KPMG LLP.
23.5* Consent of Ryder Scott Company, L.P.
23.6* Consent of Deloitte & Touche LLP.
23.7* Consent of PricewaterhouseCoopers LLP.
23.8* Consent of Ryder Scott Company, L.P.
23.9* Consent of Arthur Andersen LLP.
23.10* Consent of John P. Hunter & Associates, Ltd.
23.11* Consent of McAfee & Taft A Professional Corporation
* (contained in opinion in Exhibit 5.1).
23.12 Consent of attorneys issuing tax opinions (contained in
opinions in Exhibit 8.1).
24.1* Power of Attorney (included in signature page of the
Registration Statement).
25.1* Form T-1 Statement of Eligibility of Trustee under
Indenture.
25.2* Form T-1 Statement of Eligibility of Trustee under the
Guarantee of Trust Preferred Securities of Devon
Financing Trust II.
25.3* Form T-1 Statement of Eligibility of Trustee under the
Trust Preferred Securities.
----------------
* Previously filed
** Filed herewith
