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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
PENNZENERGY COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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[LETTERHEAD OF PENNZENERGY APPEARS HERE]
August 3, 1999
Dear PennzEnergy Company Shareholder:
By now you should have received your proxy statement and proxy card for
the vote regarding the proposed merger between PennzEnergy Company and Devon
Energy Corporation. Your immediate attention to this proposal is very important
and I urge you to take advantage of your right to vote. Because approval of a
majority of all outstanding PennzEnergy Company shares is necessary to approve
this transaction, it is essential that all PennzEnergy shareholders vote right
away.
The merger with Devon will create a large exploration and production
company with a powerful and focused asset base. We believe this proposed
strategic alliance offers many unique benefits to our shareholders. The new
combined company will rank solidly in the top 10 of all U.S.-based independent
oil and gas producers in terms of market capitalization, total proved reserves
and annual production. But, we need your vote to make it happen. Your board of
directors has carefully reviewed and approved this combination and urges you to
vote "FOR" this merger proposal.
If you have already sent your proxy card in, or voted by phone, you do
not need to do so again. However, if you have not yet voted, you may use the
enclosed card to ensure that your vote is counted. Your PennzEnergy shares
cannot be voted unless you sign and return your proxy card or vote by phone.
If you have any questions about this transaction, you may contact Jeanne
Buchanan in Corporate Communications at (713) 546-6444. On behalf of the board
of directors, we thank you for your past and continued support of our company.
Sincerely,
/s/ JAMES L. PATE
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