Filed by Devon Energy Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: Devon Energy Corporation
Commission File No. 0-30176
INVESTOR NOTICES
The following communication contains "forward-looking statements" as
defined by the Securities and Exchange Commission. Such statements are
those concerning the companies' merger and strategic plans, expectations
and objectives for future operations. All statements, other than statements
of historical facts, included in the following communication that address
activities, events or developments that the companies expect, believe or
anticipate will or may occur in the future are forward-looking statements.
This includes completion of the proposed merger, reserve estimates, future
financial performance, future equity issuance and other matters. These
statements are based on certain assumptions made by the companies based on
their experience and perception of historical trends, current conditions,
expected future developments and other factors they believe are appropriate
in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control
of the companies. Statements regarding future production are subject to all
of the risks and uncertainties normally incident to the exploration for and
development and production of oil and gas. These risks include, but are not
limited to, inflation or lack of availability of goods and services,
environmental risks, drilling risks and regulatory changes. Investors are
cautioned that any such statements are not guarantees of future performance
and that actual results or developments may differ materially from those
projected in the forward-looking statements.
Investors and security holders are advised to read the joint proxy
statement/prospectus that will be included in the Registration Statement on
Form S-4 to be filed with the SEC in connection with the proposed merger
because it will contain important information. The joint proxy
statement/prospectus will be filed with the SEC by Devon and Santa Fe
Snyder. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when available) and other documents filed by
Devon and Santa Fe Snyder with the SEC at the SEC's web site at
www.sec.gov. The joint proxy statement/prospectus and such other documents
(relating to Devon) may also be obtained for free from Devon by directing
such request to: Devon Energy Corporation, 20 North Broadway, Suite 1500,
Oklahoma City, Oklahoma 73102-8260, Attention: Investor Relations,
telephone: (405) 552-4570, e-mail: [email protected]. The joint proxy
statement/prospectus and such other documents (relating to Santa Fe Snyder)
may also be obtained for free from Santa Fe Snyder by directing such
request to: Santa Fe Snyder Corporation, 840 Gessner, Suite 1400, Houston,
Texas 10023, Attention: Investor Relations, telephone: (713) 507-5307,
e-mail: [email protected].
Devon, its directors, executive officers and certain members of management
and employees may be considered "participants in the solicitation" of
proxies from Devon's shareholders in connection with the merger.
Information regarding such persons and a description of their interests in
the merger is contained in Devon's filing with the SEC under Rule 425 on
May 26, 2000.
Santa Fe Snyder, its directors, executive officers and certain members of
management and employees may be considered "participants in the
solicitation" of proxies from Santa Fe Snyder's shareholders in connection
with the merger. Information regarding such persons and a description of
their interests in the merger is contained in Santa Fe Snyder's filing with
the SEC under Rule 14a-12 on May 26, 2000.
* * * * * * * * * * * *
DEVON ENERGY & SANTA FE SNYDER
[Slide Presentation]
Pursuant to the May 26, 2000 announcement of the proposed merger
of Devon Energy Corporation and Santa Fe Snyder Corporation, the following
is a slide presentation that will be presented at investor conferences with
regard to the proposed merger.
SLIDE 1 - TITLE SLIDE "DEVON ENERGY & SANTA FE SNYDER"
SLIDE 2 - RISK FACTORS
"For representative risk factors that could cause Devon's actual
results to differ materially from the estimates contained herein,
see Form 8-K dated January 26, 2000 and form 10-K dated March 30,
2000. All data presented assumes an effective merger date of
December 31, 1999 adjusted for certain subsequent acquisitions,
divestitures and financial transactions."
SLIDE 3 - DEVON OVERVIEW
o Top 10 among U.S.-based independents
o Proved oil and gas reserves of 670 MMBOE (12/31/99)
o 81% North America / 19% International
o Production mix: 62% gas / 38% oil
o Enterprise value approximating $5 billion
o Investment grade credit
SLIDE 4 - TOTAL PROVED RESERVES
<TABLE>
<CAPTION>
(Bar graph showing Devon's proved reserves from 1987 to 1999 in MMBoe at year-end)
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8 22 30 32 36 61 78 106 115 179 184 299 670
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger.
</TABLE>
SLIDE 5 -RESERVES PER COMMON SHARE
<TABLE>
<CAPTION>
(Bar graph showing Devon's Reserves per common share from 1987 to 1999 in Boe)
1987 1988 1989 1990* 1991* 1992* 1993 1994 1995 1996* 1997* 1998* 1999
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.31 2.56 2.61 2.82 3.13 2.96 3.76 4.79 5.18 4.84 4.94 5.61 7.78
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger.
*Fully Diluted
</TABLE>
SLIDE 6 - NET DEBT PER BOE
(Bar graph showing Devon's net debt per Boe from 1987 to 1999)
(Long term debt less working capital)
<TABLE>
<CAPTION>
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.16 1.33 0.19 0.74 0.78 0.68 0.83 0.85 1.17 -0.07 -0.34 1.25 1.47
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger.
(1) Presented net of the book value of Devon's 7.1 million shares of Chevron common stock.
</TABLE>
SLIDE 7 - DEVON'S OPERATING RESULTS
Cash Margin Per Share* Earnings Per Share*
1987 1999 1987 1999
------------- -------------
1.15 6.03 -0.17 1.46
* Fully Diluted
SLIDE 8 - DRILLING ACTIVITY
o 1988 - 1999
> 2,400 wells drilled
o Historically high success rates
SLIDE 9 - MERGERS & ACQUISITIONS
PennzEnergy Company, 1999, $2.6Bn
Northstar Energy, 1998, $759MM
Kerr McGee Corp, North American Onshore Assets, 1996, $254MM
SLIDE 10 - FOR IMMEDIATE RELEASE
May 25, 2000 -- Devon Energy and Santa Fe Snyder to merge creating
a top 5 U.S. independent oil and gas company.
SLIDE 11 - TRANSACTION SUMMARY
o Structure: non-taxable merger
o Equity Ownership: 68% Devon
32% Santa Fe Snyder
o Exchange Ratio: approximately 40.3 MM
common shares, or .22 DVN per SFS share
o Board of Directors: proportional representation
SLIDE 12 - STRATEGIC RATIONALE
o Critical mass
o Per share accretion
o Core area overlap
o International growth platform
o $30 - $35 million annual cost savings
SLIDE 13 - THE COMBINED COMPANY
Proved Reserves: 1,056 MMBoe
Reserve profile: 76% North America
24% International
Proved Developed: 72%
Production Mix: 57% gas/43% oil
R/P Ratio: 8.9 years
Credit Rating: Investment Grade
Undeveloped Acreage (net) 31.9 million
SLIDE 14 - PROVED RESERVES - YEAR-END 1999
(Bar Graph, reserves in MMBoe)
<TABLE>
<CAPTION>
APC/UPR BR DVN KMG APA PXD EOG OEI MUR XTO
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1942 1709 1056 915 807 605 602 415 401 337
Note: Reflects proved reserves at 12/31/99 adjusted for material acquisitions and divestitures.
Represents Pro-forma Devon.
</TABLE>
SLIDE 15 - RESERVES PER COMMON SHARE
<TABLE>
<CAPTION>
(Bar graph showing Devon's Reserves per common share from 1987 to 1999 in Boe)
1987 1988 1989 1990* 1991* 1992* 1993 1994 1995 1996* 1997* 1998* 1999 1999 Pro Forma
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.31 2.56 2.61 2.82 3.13 2.96 3.76 4.79 5.18 4.84 4.94 5.61 7.78 8.36
Note: 1987-1997 represents historical Devon as reported prior to 1998 Northstar merger.
* Fully Diluted
</TABLE>
SLIDE 16 - OPERATING RESULTS
Quarter Ended March 31, 2000
Actual Pro Forma Cost Savings(1)
EBITDA ($MM) $255 $396 $404
Cash Margin to Common $200 $321 $327
Shares O/S (MM) 86.2 126.3 126.3
Cash Margin/Share $2.32 $2.54 $2.59
(1) Includes estimated annual G&A and LOE savings of $30 million taxed at
40%.
SLIDE 17 - FINANCIAL STRENGTH
Quarter Ended March 31, 2000
Actual Pro Forma Cost Savings(1)
EBITDA ($MM) $255 $396 $404
Total Net Debt(2) $1,046 $2,149 $2,149
EBITDA/Interest 10.1x 10.2x 10.4x
Net Debt/Annualized EBITDA 1.0x 1.4x 1.3x
(1) Includes estimated annual G&A and LOE savings of $30 million taxed at 40%.
(2) Net of the market value of Devon's 7.1 million shares of Chevron common
stock.
SLIDE 18 - CORE AREA OVERLAP
DVN SFS Pro Forma % Total
--- --- --------- -------
Rocky Mountains 113.8 105.3 219.1 20.7%
Permian Basin 120.3 95.0 215.3 20.4%
Gulf of Mexico/Gulf Coast 85.0 57.0 142.0 13.4%
Canada 120.5 - 120.5 11.4%
Mid-Continent 103.0 - 103.0 9.8%
International 127.2 129.0 256.2 24.3%
Totals 669.8 386.3 1056.1 100.0%
SLIDE 19 - NORTH AMERICAN OPERATIONS
Bar charts and map showing Devon's reserves growth (year-end vs.
pro forma year-end) in the Rocky Mountains, Permian Basin and the
Gulf of Mexico/Gulf Coast.
SLIDE 20 - ROCKY MOUNTAINS
Map showing Devon and Santa Fe Snyder key properties in the Rocky
Mountains.
o 219 MMBoe Pro Forma
o Gas leveraged
o Improving differentials
o Shared coalbed methane technologies
SLIDE 21 - GULF OF MEXICO
Map showing Devon and Santa Fe Snyder offshore blocks in the Gulf
of Mexico.
SLIDE 22 - INTERNATIONAL OPERATIONS
International map showing the countries in which Devon and Santa
Fe Snyder have production and/or exploration.
SLIDE 23 - INTERNATIONAL RESERVES POSITION
Reserves at % Total
Company 12/31/99 Company
------- ----------- ---------
Azerbaijan DVN 107.7 10.2%
Indonesia SFS 62.4 5.9%
Argentina SFS 33.2 3.1%
Brazil SFS 13.9 1.3%
Gabon SFS 10.4 1.0%
Other DVN/SFS 28.7 2.7%
Totals 256.3 24.2%
SLIDE 24 - AZERBAIJAN
Middle East map showing Azerbaijan and pipelines in the area.
SLIDE 25 - SOUTHEAST ASIA
Southeast Asia map showing the general location of the following
areas: B7/38, PM308, Jabung, Jambi B, Tuban
SLIDE 26 - SOUTH AMERICA
South America map showing the general location of the following
basins: Cuyo Basin, Neuquen Basin, Potiguar Basin, Sergipe-Alagoas
Basin, Espirito Santo Basin, San Jorge Basin
SLIDE 27 - PEARL RIVER BASIN
South China/South China Sea map showing the general location of
the following offshore areas: Bootes Discovery, Ursa Discovery
SLIDE 28 - WEST AFRICA
West Africa map showing the general location of the following
offshore areas: CI-24/202, Keta, Agali, Kowe, Marine IX
SLIDE 29 - CAPITAL EXPENDITURES
(Bar graph showing Devon's proved reserves from 1987 to 1999 in
MMBoe at year-end)
1996 1997 1998 1999 2000E 2000E
Pro Forma
-------------------------------------------------
77 115 275 217 500 850
Note: 1996-1997 represents historical Devon as reported prior to
1998 Northstar merger.
SLIDE 30 - DECADE OF OPPORTUNITIES
o 2000 - 1st significant Powder River CBM production
o 2001 - Foothills development/tie-in
o 2002 - Initial South Sumatra gas production
o 2003 - Powder River CBM fully on stream
- Initial Pearl River Basin production
o 2004 - 2006 - Raton Basin CBM peak production
o 2005 - 2010 - Azerbaijan peak production (?)
SLIDE 31 - TIME LINE
o May 26: DVN and SFS announce merger
o Late June: File preliminary proxy materials
o Early Sept: File definitive proxy materials
o Early Oct: Shareholder meetings
o Early Oct: Close merger
SLIDE 32 - TITLE SLIDE "DEVON ENERGY & SANTA FE SNYDER"
