UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Devon Energy Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
73-0311467
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(CUSIP Number)
Gregory F. Pilcher
Vice President and General Counsel
Kerr-McGee Corporation
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 73102
(405) 270-1313
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 15, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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<PAGE>
CUSIP No. 73-0311467
1. Name of Reporting Person.
I.R.S. Identification Number of Above Person (Entities Only).
Kerr-McGee Corporation
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
Not Applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 9,954,000
Each
Reporting 9. Sole Dispositive Power
Person With: 0
10. Shared Dispositive Power
9,954,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,954,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
20.5%
14. Type of Reporting Person (See Instructions)
CO
Page 3 of 6
<PAGE>
AMENDMENT NO. 2
The Statement on Schedule 13D relating to the Common Stock, par
value $0.10 per share ("Shares"), of Devon Energy Corporation ("Devon"),
which was initially filed on January 8, 1997 (the "Initial Statement") by
Kerr-McGee Corporation ("Kerr-McGee") and amended by Amendment No. 1, as
filed on May 28, 1999 ("Amendment No. 1"), is hereby further amended as set
forth herein. Capitalized terms used but not defined herein shall have the
meanings as set forth in the Initial Statement.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following text to the end thereof:
On July 15, 1999, Kerr-McGee announced the proposed offering of
approximately $350 million of Debt Exchangeable for Common Stock ("DECS").
This amount includes a 15% over-allotment option exercisable by the
underwriters. Kerr-McGee has an effective shelf registration statement
pursuant to which any DECS will be offered. Proceeds from the proposed
offering will be used to repay existing debt of the company.
The DECS are exchangeable notes of Kerr-McGee that would be
exchanged for Shares owned by Kerr-McGee or, at the option of Kerr-McGee, for
cash of equivalent value. Pursuant to the Registration Agreement, Devon has
filed a registration statement with the Securities and Exchange Commission
(the "SEC") in connection with the offering. The timing of the DECS offering
will depend on market conditions and any review by the SEC of the Devon
registration statement.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended by adding the following text to the end thereof:
Upon termination of the Stock Agreement, as more fully described in
Item 6 below, Kerr-McGee may be deemed to have sole voting and dispositive
power with respect to the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended by adding the following text to the end thereof:
Devon, Devon Delaware Corporation ("Newco") and Kerr-McGee have
entered into an Agreement, dated as of July 15, 1999 (the "Termination
Agreement"). Pursuant to the Termination Agreement, and subject to certain
terms and conditions more fully described therein and incorporated herein by
reference, (i) Kerr-McGee will receive new certificates representing Shares
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<PAGE>
without any legends; (ii) the Stock Agreement will automatically terminate
upon the effectiveness of the merger (the "Merger") of Devon and PennzEnergy
Company; (iii) any rights under any shareholder rights plan of Newco will not
become exercisable as a result of Kerr-McGee acquiring Newco shares pursuant
to the Merger; (iv) Devon and Newco will not take the position that Kerr-
McGee is an affiliate of Devon or Newco in any filings with the SEC; (v)
Section 5 of the Registration Agreement, entitled "Stock Rights and
Restrictions Agreement," will be deleted upon the effectiveness of the
Merger, and the Registration Agreement, as so amended, shall continue in
force and effect in accordance with its terms; and (vi) Devon will execute
and deliver an underwriting agreement in connection with the offering of the
DECS.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following text to the end thereof:
4. Agreement, dated as of July 15, 1999, among Devon, Newco and Kerr-McGee.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of her or its knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 19, 1999
KERR-McGEE CORPORATION
By: /s/ Deborah A. Kitchens
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Name: Deborah A. Kitchens
Title: Vice President and
Controller
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AGREEMENT
Agreement dated as of July 15, 1999 by and among Devon Energy
Corporation, an Oklahoma corporation ("Devon"), Devon Delaware Corporation, a
Delaware corporation ("Newco"), and Kerr-McGee Corporation, a Delaware
corporation ("Kerr-McGee").
Whereas, Devon and Kerr-McGee are parties to a Stock Rights and
Restrictions Agreement ("Standstill Agreement") and a Registration Rights
Agreement ("Registration Agreement"), both dated as of December 31, 1996;
Whereas, Kerr-McGee proposes to make a public offering of an issue
of Exchangeable Notes which at Kerr-McGee's option would be exchangeable for
shares of Devon Common Stock;
Whereas, pursuant to the Registration Agreement, Kerr-McGee has
requested Devon to register for sale with the Securities and Exchange
Commission shares of Devon Common Stock currently held by Kerr-McGee which
would be exchangeable for the Kerr-McGee Exchangeable Notes; and
Whereas, on May 19, 1999, Messrs. Luke R. Corbett, Tom J. McDaniel
and Lawrence H. Towell, Directors of Devon nominated by Kerr-McGee, did
resign from the Devon Board of Directors and Kerr-McGee thereby terminated
its status as an affiliate of Devon.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Devon hereby irrevocably instructs Bank Boston N.A., as
Transfer Agent of Devon Common Stock, on the effective date of the Merger (as
hereinafter defined) upon presentation by Kerr-McGee to Bank Boston N.A. of a
certificate or certificates representing the shares of Devon Common Stock
owned by Kerr-McGee to issue new share certificates to replace the presented
<PAGE>
certificates as directed by Kerr-McGee, without any legends, and to promptly
return the new certificates to Kerr-McGee.
2. The Standstill Agreement shall terminate, without any further
action by the parties hereto, upon the effectiveness of the merger (or other
business combination) of Devon and PennzEnergy Company, a Delaware
corporation ("PZE") pursuant to the Amended and Restated Agreement and Plan
of Merger dated as of May 19, 1999 among Devon, Newco, Devon Oklahoma
Corporation and PZE as such agreement may be amended or superseded. (Such
merger or business combination is referred to as the "Merger.")
3. Devon and Newco hereby covenant and agree that the rights
under any shareholder rights plan that Newco or any other corporation which
issues shares in exchange for shares of Devon Common Stock in the Merger,
will have, or adopt, will not become exercisable solely as a result of Kerr-
McGee acquiring shares pursuant to the Merger, provided that between the date
hereof and the effective time of the Merger, neither Kerr-McGee nor any of
its controlled subsidiaries acquires by purchase any shares of Devon Common
Stock.
4. Provided Kerr-McGee does not, by purchase, increase the
percentage of outstanding shares of Devon or Newco Common Stock owned by it,
Devon and Newco each agree that it will not take the position in any filings
with the Securities and Exchange Commission or otherwise that Kerr-McGee is
an affiliate of Devon or Newco.
5. Upon the effectiveness of the Merger, the Registration
Agreement is hereby amended to delete Section 5 thereof entitled "Stock
Rights and Restrictions Agreement" and, as so amended, shall continue in
force and effect in accordance with its terms.
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<PAGE>
6. Devon and Newco agree that in connection with the proposed
Kerr-McGee public offering of an issue of Exchangeable Notes, referred to
above, they will execute and deliver an underwriting agreement in the form
thereof attached hereto as Exhibit A with such changes therein as may be
agreed to by Kerr-McGee and the underwriters which do not change in any
material respect provisions thereof related to Devon and Newco and further
provided that the terms of the Exchangeable Notes, size and the timing of the
offering, pricing, underwriters discount and selling commissions shall be
determined by Kerr-McGee and the underwriters.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written by their respective
officers thereunder duly authorized.
DEVON ENERGY CORPORATION
By: /s/ Duke R. Ligon
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Vice President
DEVON DELAWARE CORPORATION
By: /s/ H. Allen Turner
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Vice President
KERR-MCGEE CORPORATION
By: /s/ Gregory F. Pilcher
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Vice President
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