As filed with the Securities and Exchange Commission on _________, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Devon Energy Corporation
(Exact name of registrant as specified in its charter)
Oklahoma 73-1474008
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
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 registrant's principal executive offices)
J. Larry Nichols Copy To:
President and Chief Executive Jerry A. Warren, Esq.
Officer McAfee & Taft A Professional
Devon Energy Corporation Corporation
20 North Broadway, Suite 1500 Two Leadership Square, Suite
Oklahoma City, Oklahoma 73102-8260 10000
(405) 235-3611 Oklahoma City, Oklahoma 73102
(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 the effective date of this
Registration Statement.
If the only securities being registered on this Form are to
be 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.
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed Proposed Amount of
class of be maximum maximum registration
securities to be registered offering aggregate fee
registered price per offering
unit (1) price (2)
- ----------------------------------------------------------------------
Debt Securities
(4)
Preferred Stock, (3) (3) (3) (3)
par value $1.00
per share (5)
Common Stock,
par value $.10
per share (6)
- ----------------------------------------------------------------------
Total $75,000,000 (7) 100% $75,000,000 (7) $25,862
======================================================================
(1) 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.
(2) 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 of 1933.
(3) Not applicable pursuant to General Instruction II.D. of Form
S-3.
(4) Subject to note (7) 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 $75,000,000 less the
dollar amount of any securities previously issued hereunder.
(5) Subject to note (7) below, there is being registered
hereunder an indeterminate number of shares of Preferred
Stock as may be sold, from time to time, by the registrant.
(6) Subject to note (7) below, there is being registered
hereunder an indeterminate number of shares of Common Stock
as may be sold, 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 or Debt
Securities registered hereunder.
(7) In no event will the aggregate initial offering price of all
securities issued from time to time pursuant to this
Registration Statement exceed $75,000,000. The aggregate
amount of Common Stock registered hereunder is further
limited to that which is permissible under Rule 415(a)(4)
under the Securities Act of 1933. The securities registered
hereunder may be sold separately or as units with other
securities registered hereunder.
The registrant hereby amends this Registration Statement on
such dates as may be necessary to delay its effective date until
the registrant 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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
=====================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED ______________, 1996
PROSPECTUS
DEVON ENERGY CORPORATION
Common Stock, Preferred Stock
and Debt Securities
Devon Energy Corporation, an Oklahoma corporation
("Devon" or the "Company"), directly or through agents, dealers
or underwriters designated from time to time, may issue and sell
from time to time up to $75,000,000 in the aggregate of (a)
shares of common stock, $.10 par value per share, of Devon
("Common Stock"), (b) shares of Preferred Stock, $1.00 par value
per share of Devon ("Preferred Stock"), in one or more series and
(c) debt securities of Devon ("Debt Securities"), or any
combination of the foregoing, either individually or as units
consisting of one or more of the foregoing, each on terms to be
determined at the time of sale. The Common Stock, Preferred
Stock and Debt Securities are collectively referred to herein as
the "Securities." All specific terms of the offering and sale of
Securities, including the specific (a) designation, rights,
preferences, privileges and restrictions of the Preferred Stock,
including dividend rate or rates (or method of ascertaining the
same), dividend payment dates, voting rights, liquidation
preference, and any conversion, exchange, redemption or sinking
fund provisions, (b) designation, rights and restrictions of the
Debt Securities, whether the Debt Securities are senior or
subordinated, the aggregate principal amount, the maturity, rate
and time of payment of interest, and any conversion, exchange,
redemption or sinking fund provisions and (c) initial public
offering price, listing on any securities exchange or market, and
the agents, dealers or underwriters, if any, to be utilized in
connection with the sale of the Securities, will be set forth in
an accompanying Prospectus Supplement ("Prospectus Supplement").
Devon reserves the sole right to accept and, together with its
agents from time to time, to reject in whole or in part any
proposed purchase of Securities to be made directly or through
agents.
-------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------
The date of this Prospectus is ___________________, 1996
<PAGE>
Devon may sell the Securities to or through
underwriters, dealers or agents or directly to purchasers. See
"Plan of Distribution." If any underwriters, dealers or agents
are involved in the sale of any Securities in respect of which
this Prospectus is being delivered, the names of such
underwriters, dealers or agents and any applicable fee,
commission or discount arrangements will be set forth in the
Prospectus Supplement.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF
THE SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SECURITIES OF THE COMPANY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN STOCK EXCHANGE, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Reports, proxy statements and
other information filed by Devon Energy can be inspected and
copied at the public reference facilities maintained by the SEC
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the regional offices of the SEC at
Seven World Trade Center, Suite 1300, New York, New York 10048
and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material also may be obtained at prescribed
rates from the Public References Section of the SEC, Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
Devon's Common Stock is listed on the American Stock Exchange,
and such reports, proxy statements and other information
concerning the Company may be inspected at the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.
The Company has filed with the SEC a Registration
Statement on Form S-3 (together with all amendments and exhibits,
the "Registration Statement") under the Securities Act of 1933,
as amended, (the "Securities Act") with respect to the
Securities. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the
SEC. For further information, reference is made to the
Registration Statement.
**********************************************************************
* Information contained herein is subject to completion *
* or amendment. A registration statement relating to these *
* securities has been filed with the Securities and Exchange *
* Commission. These securities may not be sold nor may offers to *
* buy be accepted prior to the time the Registration Statement *
* becomes effective. This prospectus shall not constitute an offer *
* to sell or the solicitation of an offer to buy nor shall there be *
* any sale of these securities in any state in which such offer, *
* solicitation, or sale would be unlawful prior to registration or *
* qualification under the securities laws of any such state. *
**********************************************************************
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, the Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30 and September 30, 1995,
Current Report on Form 8K/A dated May 18, 1994 and Current Report
on Form 8-K dated December 18, 1995, which have been filed with
the SEC by the Company under the Securities Exchange Act of 1934
are hereby incorporated in this Prospectus by reference, and all
documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the termination of the offering described herein (the
"Incorporated Documents"), shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in
a document incorporated by reference herein shall be deemed to be
modified or superseded for all purposes to the extent that a
statement contained in this Prospectus or in any other
subsequently filed document which is also or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus or any Prospectus Supplement.
The Company will provide, without charge, to each
person to whom a copy of this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of
the documents incorporated by reference in this Prospectus (other
than exhibits and schedules thereto, unless such exhibits or
schedules are specifically incorporated by reference into the
information that this Prospectus incorporates). Written or
telephonic requests for such copies should be directed to Devon's
principal office: Devon Energy Corporation, 20 North Broadway,
Suite 1500, Oklahoma City, Oklahoma 73102, Attention: Marian J.
Moon (telephone: 405/235-3611).
______________________________________
<PAGE>
THE COMPANY
Devon is an independent energy company engaged
primarily in oil and gas exploration, development and production,
and in the acquisition of producing properties. The Company owns
interests in 1,300 oil and gas properties in 12 states, with the
majority being in New Mexico, Texas, Oklahoma, Wyoming and
Louisiana. At December 31, 1995, Devon's estimated proved
reserves were 363.8 billion cubic feet of natural gas, 44.5
million barrels of oil and 9.5 million barrels of natural gas
liquids, or 114.6 million barrels of oil equivalent of total
proved reserves.
During 1988 Devon expanded its capital base with its
first issuance of Common Stock to the public and began a
substantial expansion program. Management has utilized a two-
pronged growth strategy of acquiring producing properties and
engaging in controlled exploratory and development drilling
activities. During the eight years ended December 31, 1995,
Devon drilled 406 wells, 388 of which were successful, and
consummated 15 significant acquisitions. During this same
period, capital costs incurred totaled $512 million and reserve
additions, including revisions, were 538 billion cubic feet
("Bcf") of natural gas, 58 million barrels of oil ("MMBbls") and
11 MMBbls of natural gas liquids. These additions, minus
production and property sales, resulted in a thirteen-fold
increase in reserves during the seven-year period.
Since September 29, 1988, Devon's Common Stock has been
traded on the American Stock Exchange under the symbol "DVN". The
Company's executive offices and operating headquarters are
located at 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma
73102-8260 and its telephone number is 405/235-3611.
All references in this Prospectus to Devon or the
Company include its predecessors and subsidiary corporations.
USE OF PROCEEDS
Unless otherwise provided in the Prospectus Supplement,
the net proceeds from the sale of Securities will be added to the
Company's general funds and used for general corporate purposes
including acquisitions, additions to working capital, and capital
expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's
consolidated ratios of earnings to fixed charges and earnings to
combined fixed charges and Preferred Stock dividends (a) for each
of the years in the five years ended December 31, 1994 and for
the nine months ended September 30, 1995 on an historical basis
and (b) for 1994 and the nine months ended September 30, 1995 on
a pro forma basis to include operating results as though the
properties acquired in May, 1994 and December, 1995 had been
acquired on January 1, 1994.
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, Nine Months Ended
September 30,
Pro Pro
1990 1991 1992 1993 1994 Forma 1995 Forma
1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings
(loss) to fixed
charges 2.90 (7.86) 7.97 8.24 4.80 3.31 4.31 3.20
Amount of
fixed
charges in
excess of
earnings
(thousands) -- $21,144<F1> -- -- -- -- -- --
Ratio of earnings
(loss) to
combined fixed
charges
and preferred
stock dividends 1.06 (3.36) 4.40 8.24 4.80 3.31 4.31 3.20
Amount of combined
fixed charges and
preferred dividends
in excess of
earnings
(thousands) -- $24,338<F1> -- -- -- -- -- --
<FN>
<F1> The year 1991 included a $25 million non-cash reduction to the carrying
value of oil and gas properties.
</FN>
</TABLE>
For purposes of computing such ratios, earnings consist
of income before income taxes from continuing operations and
cumulative effect of accounting change plus fixed charges net of
any interest capitalized. Fixed charges consist of interest,
whether expensed or capitalized, amortization of debt expense and
discount or premium relating to any indebtedness, whether
expensed or capitalized, and the estimated portion of rental
expense attributable to interest. The amount of Preferred Stock
dividends used in the calculation of the ratio of earnings to
combined fixed charges and Preferred Stock dividends is the
amount of Preferred Stock dividends paid, adjusted to reflect
such dividends on a pre-tax basis using Devon's historical
effective tax rates.
SUMMARY OPERATING AND FINANCIAL INFORMATION
The following table sets forth certain historical
operating and financial data of Devon. The data should be read in
conjunction with the consolidated financial statements and the
notes thereto of Devon included in the Incorporated Documents.
The pro forma information presents the year 1994 and the first
nine months of 1994 and 1995 operating results and operating data
as though the properties acquired in May, 1994 and December 1995
had been acquired on January 1, 1994. It presents December 31,
1994 oil and gas reserve information and September 30, 1995
balance sheet data as though the December 1995 acquisition had
occurred on such respective dates. Neither the actual nor the pro
forma results are necessarily indicative of the Company's future
operations.
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31, Nine Months Ended September 30,
------------------------------ -------------------------------
1992 1993 1994 Pro Forma 1994 1995 Pro Forma Pro Forma
1994 1994 1995
------------------------------ -------------------------------
(Thousands, Except Per Share Data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Results
Gas sales $39,973 54,876 56,372 61,092 45,230 36,798 49,247 38,401
Oil sales $27,329 38,395 38,086 41,983 27,095 40,904 30,749 41,644
NGL sales $1,370 4,544 4,908 6,918 3,461 4,738 4,882 6,425
Total $71,564 98,757 100,773 111,400 76,963 83,184 86,055 87,213
revenues
Total $52,078 72,796 79,416 91,282 58,800 65,435 68,835 70,540
costs &
expenses
Earnings $19,486 25,961 21,357 20,118 18,163 17,749 17,220 16,673
before
income taxes
Cumulative 1,300
effect of
change in
accounting
principle
Net $14,615 20,486 13,745 13,029 11,987 10,117 11,054 9,084
earnings
Net earnings $0.94 0.98 0.64 0.59 0.56 0.46 0.50 0.41
per share
Weighted 13,802 20,822 21,552 21,993 21,387 22,065 21,977 22,065
average common
shares outstanding
Operating Data
Production:
Gas (MMcf) 28,374 35,598 39,335 42,547 30,096 27,555 32,454 29,165
Oil (MBbls) 1,446 2,337 2,467 2,748 1,776 2,436 2,039 2,487
NGLs (MBoe) 112 411 501 699 369 436 518 586
Total 37,722 52,084 57,145 63,229 42,969 44,791 47,796 47,603
(EMMcf)
Average Sales Price:
Gas (Per Mcf)$1.41 1.54 1.43 1.44 1.50 1.34 1.52 1.32
Oil(Per Bbl)$18.89 16.43 15.44 15.28 15.25 16.79 15.08 16.74
NGLs(Per $12.28 11.06 9.79 9.90 9.38 10.86 9.42 10.96
Boe)
Total (Per $1.82 1.88 1.74 1.74 1.76 1.84 1.78 1.82
EMcf)
Average $0.61 0.64 0.55 0.56 0.54 0.57 0.56 0.56
lifting cost
per EMcf
General & $0.17 0.15 0.15 0.15 0.14 0.14 0.13 0.13
administrative
cost per EMcf
</TABLE>
<TABLE>
<CAPTION>
December 31, September 30,
------------------------------------ -------------------
1992 1993 1994 Pro Forma 1995 1995 Pro Forma
1994 1995
------------------------------------ -------------------
(Thousands, Except Per Share Data)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data
Total assets $225,973 285,553 351,448 397,981 <F1> 368,259 414,792
Long-term debt $54,451 80,000 98,000 144,000 <F1> 97,000 143,000
Stockholders' $153,267 172,900 206,406 206,406 <F1> 215,172 215,172
equity
Oil and Gas Reserve Information
Net Proved Reserves:
Gas (MMcf) 263,598 369,254 347,560 409,717 363,846 NA NA
Oil (MBbls) 16,349 14,897 42,165 43,984 44,466 NA NA
NGLs (MBoe) 1,011 1,854 5,442 9,293 9,469 NA NA
Boe 61,293 78,293 105,534 121,563 114,576 NA NA
Estimated Future $483,418 633,560 711,055 826,812 927,811 NA NA
Net Revenue <F2>
10% Present Value $314,566 380,471 398,206 455,645 534,248 NA NA
of Estimated
Future Net
Revenue <F2>
<FN>
<F1> Financial data for the year ended December 31, 1995 was not available at
the time of filing.
<F2> No effect is given to future income taxes.
NA Not applicable
</FN>
</TABLE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of Devon consists of
40,000,000 shares of Common Stock, par value $0.10 per share, and
3,000,000 shares of Preferred Stock, par value $1.00 per share.
Common Stock
As of December 31, 1995 there were 22,111,896 shares of
Common Stock outstanding and held of record by approximately
1,200 stockholders. Holders of Common Stock are entitled to
receive dividends out of funds legally available therefor when
and if declared by the Board of Directors. Devon commenced
paying quarterly cash dividends on its Common Stock on June 30,
1993, in the amount of $0.03 per share. Total dividends for each
of the years ended December 31, 1994 and 1995 were $0.12 per
share. Devon anticipates continuing to pay regular quarterly
dividends in the foreseeable future.
Subject to the voting rights of the holders of any
outstanding shares of Preferred Stock, all voting rights are
vested in the holders of shares of Common Stock, each share being
entitled to one vote on all matters submitted to a vote of
stockholders. Holders of Devon Common Stock are not entitled to
cumulative voting rights for the election of directors.
Except pursuant to Devon's Rights Agreement described
below, holders of Common Stock have no preemptive, conversion or
other rights to subscribe for or purchase any securities of
Devon. The holders of Common Stock are not subject to further
calls or assessments by the Company. There are no redemption or
sinking fund provisions applicable to the Common Stock. Upon
liquidation or dissolution of Devon, whether voluntary or
involuntary, the holders of Common Stock are entitled to share
ratably in the assets of Devon available for distribution after
provision for creditors and holders of Preferred Stock which
Devon may issue in the future.
Classified Board; Removal of Directors. The Bylaws of
the Company provide that the members of the Company's Board of
Directors are divided into three classes as nearly equal as
possible. Each class is elected for a three-year term. At each
annual meeting of the shareholders, approximately one-third of
the members of the Board of Directors are elected for a three-
year term and the other directors remain in office until their
respective three-year terms expire. Furthermore, the Bylaws of
the Company provide that neither any director nor the Board of
Directors may be removed without cause, and any removal for cause
would require the affirmative vote of the holders of at least a
majority of the voting power of the outstanding capital stock
entitled to vote for the election of directors. Thus, control of
the Board of Directors cannot be changed in one year without
removing the directors for cause as described above; rather, at
least two annual meetings must be held before a majority of the
members of the Board of Directors could be changed. The Bylaws of
the Company provide that the bylaw provision relating to the
classified board and removal of directors cannot be altered,
amended or repealed without the approval of the holders of at
least two-thirds of the outstanding shares entitled to vote
thereon.
Preferred Stock
The Preferred Stock (which is of a type commonly
referred to as "blank check preferred") may be issued in one or
more series and Devon's Board of Directors is authorized to
establish certain attributes of such series including, but not
limited to, (i) the designation and number of shares constituting
each series, (ii) the dividend rate payable and whether such
dividends are cumulative or non-cumulative, (iii) voting rights,
if any, (iv) redemption rights, if any, (v) conversion or
preference rights, if any, and (vi) any other rights and
qualifications, preferences and limitations or restrictions on
the shares of such series. With the exception of the Series A
Junior Participating Preferred Stock discussed below, attributes
of the Preferred Stock have not been designated.
Series A Preferred Stock
Devon's Board of Directors has designated 300,000
shares of Preferred Stock as Series A Junior Participating
Preferred Stock (the "Series A Preferred Stock") in connection
with the share rights plan described below. See "Share Rights
Plan" for a description of the Series A Preferred Stock. The
Series A Preferred Stock ranks prior to the Common Stock but
junior to all series of any other class of Preferred Stock. No
Series A Preferred Stock has been issued.
Additional Series
The Board of Directors of Devon may direct the issuance
of an additional 2,700,000 shares of Preferred Stock in one or
more series and with rights, preferences, privileges and
restrictions, including dividend rights, voting rights,
conversion rights, terms of redemption and liquidation
preferences, that may be fixed or designated by the Board of
Directors pursuant to a certificate of designation without any
further vote or action by Devon's stockholders. The issuance of
Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of Devon. Preferred Stock, upon
issuance against full payment of the purchase price therefor,
will be fully paid and nonassessable. The specific terms of a
particular series of Preferred Stock will be described in the
Prospectus Supplement relating to that series. The description
of Preferred Stock set forth below and the description of the
terms of a particular series of Preferred Stock set forth in a
Prospectus Supplement do not purport to be complete and are
qualified in their entirety by reference to the certificate of
designation relating to that series. The applicable Prospectus
Supplement will contain a description of certain United States
Federal income tax consequences relating to the purchase and
ownership of the series of Preferred Stock described in such
Prospectus Supplement.
The rights, preferences, privileges and restrictions of
the Preferred Stock of each series will be fixed by the
certificate of designation relating to such series. A Prospectus
Supplement, relating to each series, will specify the terms of
the Preferred Stock as follows:
(a) The maximum number of shares to constitute the
series and the distinctive designation thereof;
(b) The annual dividend rate, if any, on shares of the
series, whether such rate is fixed or variable or both, the date
or dates from which dividends will begin to accrue or accumulate
and whether dividends will be cumulative;
(c) The price at and the terms and conditions on which
the shares of the series may be redeemed, including the time
during which shares of the series may be redeemed and any
accumulated dividends thereon that the holders of shares of the
series shall be entitled to receive upon the redemption thereof;
(d) The liquidation preference, if any, and any
accumulated dividends thereof, that the holders of shares of the
series shall be entitled to receive upon the liquidation,
dissolution or winding up of the affairs of Devon;
(e) Whether or not the shares of the series will be
subject to operation of a retirement or sinking fund, and, if so,
the extent and manner in which any such fund shall be applied to
the purchase or redemption of the shares of the series for
retirement or for other corporate purposes, and the terms and
provisions relating to the operation of such fund;
(f) The terms and conditions, if any, on which the
shares of the series shall be convertible into, or exchangeable
for, shares of any other class or classes of capital stock of
Devon or any series of any other class or classes, or of any
other series of the same class, including the price or prices or
the rate or rates of conversion, or exchange and the method, if
any, of adjusting the same;
(g) The voting rights, if any, of the shares of the
series; and
(h) Any or all other preferences and relative,
participating operational or other special rights or
qualifications, limitation or restriction thereof.
Share Rights Plan
Under the Rights Agreement dated as of April 17, 1995
(the "Rights Agreement"), between Devon and The First National
Bank of Boston, as rights agent, stockholders have one right with
respect to each share of Common Stock held. The certificates
representing outstanding shares of Common Stock also evidence one
right for each share represented and contain a legend
incorporating the Rights Agreement by reference. The rights will
separate from the stock and separate right certificates will be
distributed (the "Distribution Date") upon the earlier to occur
of ten business days following (i) a public announcement that a
person or group (an "Acquiring Person") has acquired, or obtained
the right to acquire, beneficial ownership of 15% or more of the
shares of voting stock ("Voting Shares") (the "Stock Acquisition
Date") or (ii) the commencement of a tender offer or exchange
offer that could result in a person or group beneficially owning
15% or more of the outstanding Voting Shares. The rights are not
exercisable until the separate right certificates have been
distributed and will expire at the close of business on April 16,
2005, unless earlier redeemed by Devon. Except as otherwise
determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with rights.
After the Distribution Date, each right entitles the
registered holder, except an Acquiring Person, to purchase one
one-hundredth of a share of Series A Preferred Stock at a
purchase price of $75.00, subject to adjustment in certain
circumstances. Holders of the Series A Preferred Stock will be
entitled to receive cumulative quarterly dividends in an amount
per share equal to the greater of $10 or 100 times the aggregate
per share amount of all dividends (other than stock dividends)
declared on Common Stock since the first issuance of Series A
Preferred Stock. Holders of the Series A Preferred Stock will be
entitled to 100 votes per share (subject to adjustment to prevent
dilution) on all matters submitted to a vote of the stockholders.
The Series A Preferred Stock is neither redeemable nor
convertible. Before the holders of Common Stock or any other
junior stock receive any liquidating distributions, the holders
of shares of Series A Preferred Stock are entitled to a
liquidation preference from available assets of Devon of $100 per
share, plus accrued and unpaid dividends, but in any event such
holders are entitled to receive an aggregate distribution per
share which is equal to 100 times the aggregate amount to be
distributed per share of Common Stock.
After a person becomes an Acquiring Person, each right
not beneficially owned by an Acquiring Person entitles its holder
to purchase, in lieu of Series A Preferred Stock, Devon Common
Stock having a value equal to two times the exercise price of the
right ($75.00, subject to adjustment to prevent dilution).
Under the share rights plan, if certain business
combinations occur, each holder of an exercisable right will
have the right to receive, upon exercise of the right, common
stock of the acquiror having a value equal to two times the
exercise price of the right ($75.00, subject to adjustment to
prevent dilution).
Until ten business days following the Stock Acquisition
Date, Devon may redeem the rights in whole, but not in part, at a
price of $0.01 per right. Under certain circumstances, the
decision to redeem requires the concurrence of a majority of the
directors who were directors prior to the Stock Acquisition Date
and successors nominated or approved by them.
Until a right is exercised, the holder thereof, as
such, has no rights as a stockholder. While the distribution of
the rights will not be taxable to shareholders or to Devon,
shareholders may, depending upon the circumstances, recognize
taxable income in the event that the rights become exercisable
for Common Stock of Devon or for common stock of the Acquiring
Person as set forth above.
The provisions of the Rights Agreement, including the
Purchase Price, may be amended by the Board of Directors of Devon
prior to the Distribution Date. After the Distribution Date, the
Board may amend the Rights Agreement to cure any ambiguity,
defect or inconsistency, to make changes which do not adversely
affect the interests of holders of rights (excluding the interest
of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement (except the time period
governing redemption of the rights).
Business Combinations
Devon's Certificate of Incorporation contains
limitations upon business combinations with an "interested
stockholder" or affiliate thereof. An "interested stockholder"
is one who is the beneficial owner of 15% or more of the
outstanding voting stock of the Company. Business combinations
with an interested stockholder are prohibited for a period of
three years following the date such person becomes an interested
stockholder. However, business combinations with an interested
stockholder may be effected if (i) prior to such date the board
of directors approved either the business combination or the
transaction which resulted in such a party becoming an interested
stockholder, (ii) pursuant to the transaction which resulted in
his becoming an interested stockholder, the interested
stockholder acquired at least 85% of the outstanding voting stock
of the Company excluding stock held by officers and directors and
certain employee stock plans or (iii) the business combination is
approved by the board of directors and authorized at an annual or
special meeting by the affirmative vote of at least 66 2/3% of
the outstanding voting stock not owned by the interested
stockholder.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt
Securities sets forth certain general terms and provisions of the
Debt Securities to which any Prospectus Supplement may relate.
The particular terms of any Debt Securities and the extent, if
any, to which such general provisions will not apply to such Debt
Securities will be described in the Prospectus Supplement
relating to such Debt Securities.
The Debt Securities will be issued from time to time in
series under an indenture (the "Indenture"), between the Company
and a Trustee. The statements set forth below are brief
summaries of certain provisions contained in the Indenture, which
summaries do not purport to be complete and are qualified in
their entirety by reference to the form of Indenture, a copy of
which is an exhibit to the Registration Statement of which this
Prospectus is a part. Reference is made to the Indenture for all
words capitalized in this section and not herein defined.
The Indenture does not limit the amount of Debt
Securities which may be issued thereunder and Debt Securities may
be issued thereunder up to the aggregate principal amount which
may be authorized from time to time by the Company. The Debt
Securities will be unsecured, senior indebtedness of the Company
and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement for the
following terms of each series of Debt Securities in respect to
which this Prospectus is being delivered: (i) the designation,
date, aggregate principal amount, currency or currency unit of
payment and authorized denominations of such Debt Securities;
(ii) initial public offering price or prices of the Debt
Securities and any discounts or commissions paid to underwriters,
dealers or agents in connection therewith; (iii) the date or
dates on which such Debt Securities will mature (which may be
fixed or extendible); (iv) the rate per annum at which such Debt
Securities will bear interest, if any, or the method of
determination of such rate; (v) the dates, if any, on which such
interest will be payable; (vi) the terms of any mandatory or
optional redemption (including any sinking, purchase or analogous
fund) and any purchase at the option of holders (including
whether any such purchase may be paid in cash, Common Stock or
other securities or property); (vii) whether such Debt Securities
are to be issued in the form of Global Securities (as defined
below) and, if so, the identity of the Depository; and (viii) any
other specific terms.
Global Securities
The Debt Securities of a series may be issued in whole
or in part in the form of one or more global securities ("Global
Securities") that will be deposited with, or on behalf of, the
Debt Depository identified in the Prospectus Supplement relating
to such series. Unless and until it is exchanged in whole or in
part for Debt Securities in individually certificated form, a
Global Security may not be transferred except as a whole to a
nominee of the Debt Depositary for such Global Security, or by a
nominee for the Debt Depositary to the Debt Depositary, or to a
successor of the Debt Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with
respect to any series of Debt Securities and the rights of, and
limitations on, owners of beneficial interests in a Global
Security representing all or a portion of a series of Debt
Securities will be described in the Prospectus Supplement
relating to such series.
Ranking
The Debt Securities will be senior indebtedness of the
Company and will be direct, unsecured obligations of the Company,
ranking on a parity with all other unsecured and unsubordinated
indebtedness of the Company.
Subsidiary Guarantees of Senior Notes
Devon Energy Corporation (Nevada) and each other
subsidiary of the Company that has total assets as of the end of
the most recent fiscal year (as set forth on the balance sheet of
such subsidiary prepared in accordance with GAAP) as set forth in
the Indenture, will guarantee the Senior Notes. Each Guarantor
will guarantee, jointly and severally, to each holder of Senior
Notes and the Trustee, the full and prompt performance of the
Company's obligations under the Indenture and the Senior Notes,
including the payment of principal of, premium, if any, and
interest on the Senior Notes pursuant to its Subsidiary
Guarantee. The Subsidiary Guarantees will be general unsecured
senior obligations of each respective Guarantor, and will rank
senior in right of payment to all existing and future
Subordinated Indebtedness of the Guarantors. The Subsidiary
Guarantees will rank pari passu in right of payment with all
existing and future senior Indebtedness of the Guarantors. The
Subsidiary Guarantees will be effectively subordinated, however,
to secured Indebtedness of the Guarantors to the extent of the
assets securing that Indebtedness.
Covenants of the Company
The Indenture provides that the Company will not merge
or consolidate with or into, or convey or transfer its property
substantially as an entirety to, any person unless (a) the
successor is organized and existing under the laws of the United
States or any State or the District of Columbia, (b) the
successor assumes the Company's obligations under the Indenture
and the Debt Securities issued under the Indenture on the same
terms and conditions and (c) immediately after giving effect to
such transaction, there is no default under the Indenture. Any
additional covenants pertaining to a series of Debt Securities
will be set forth in a Prospectus Supplement relating to such
series of Debt Securities.
Defeasance
The Indenture provides that the Company, at its option,
(a) will be discharged from any and all obligations in respect of
any series of Debt Securities (except in each case for certain
obligations to register the transfer or exchange of Debt
Securities, replace stolen, lost or mutilated Debt Securities,
maintain paying agencies and hold moneys for payment in trust) or
(b) need not comply with the covenant described above under
"Covenants of the Company" and any other restrictive covenant
described in a Prospectus Supplement relating to such series of
Debt Securities, and certain "Events of Default" as described
hereafter under "Events of Default, Notice and Waiver" (other
than those arising out of the failure to pay interest or
principal on the Debt Securities of a particular series and
certain events of bankruptcy, insolvency and reorganization) will
no longer constitute Events of Default with respect to such
series of Debt Securities, in each case if the Company deposits
with the applicable Trustee, in trust, money or the equivalent in
securities of the U.S. government or government agencies backed
by the full faith and credit of the U.S. government, or a
combination thereof, which through the payment of interest
thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay all the principal
(including any mandatory sinking fund payments) of, and interest
on, such series on the dates such payments are due in accordance
with the terms of such series. To exercise any such option, the
Company is required, among other things, to deliver to the
Trustee an opinion of counsel to the effect that (i) the deposit
and related defeasance would not cause the holders of such series
to recognize income, gain or loss for federal income tax purposes
and, in the case of a discharge pursuant to clause (a),
accompanied by a ruling to such effect received from or published
by the United States Internal Revenue Service and (ii) the
creation of the defeasance trust will not violate the Investment
Company Act of 1940. In addition, the Company is required to
deliver to the Trustee an Officers' Certificate stating that such
deposit was not made by the Company with the intent of preferring
the holders over other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding creditors
of the Company or others.
Events of Default, Notice and Waiver
The Indenture provides that, if an Event of Default
specified therein with respect to any series of Debt Securities
issued thereunder shall have happened and be continuing, either
the Trustee hereunder or the holders of a percentage of the
aggregate principal amount of the outstanding Debt Securities of
such series as set forth in the Indenture (or a percentage in
aggregate principal amount of all outstanding Debt Securities
under the Indenture as set forth in the Indenture, in the case of
certain Events of Default affecting all series of Debt Securities
under the Indenture) may declare the principal of all the Debt
Securities of such series to be due and payable.
Events of Default in respect of any series are defined
in the Indenture as being (i) default for 30 days in payment of
any interest installment with respect to such series; (ii)
default in payment of principal of, or premium, if any, on, or
any sinking fund or analogous payment with respect to, Debt
Securities of such series when due at their stated maturity, by
declaration or acceleration, when called for redemption or
otherwise; (iii) default for 90 days after notice to the Company
by the Trustee thereunder or by holders of a percentage in
aggregate principal amount of the outstanding Debt Securities of
such series as set forth in the Indenture in the performance of
any covenant in such Indenture with respect to Debt Securities of
such series; (iv) failure to pay when due, upon final maturity or
upon acceleration, the principal amount of any indebtedness for
money borrowed of the Company in excess of a set amount as set
forth in the Indenture, if such indebtedness is not discharged,
or such acceleration annulled, within 60 days after written
notice; and (v) certain events of bankruptcy, insolvency and
reorganization with respect to the Company or any subsidiary (a)
having a fair market value aggregating 50% or more of the total
fair market value of all of the Company's consolidated assets,
(b) accounting for 50% or more of the total value of all the
Company's assets as shown on the consolidated balance sheet of
the Company as of the date in question, prepared in accordance
with generally accepted accounting principles then in effect, or
(c) accounting for 50% or more of the Company's consolidated
earnings as would be shown on or derived from a consolidated
income statement for the twelve months preceding the date in
question, prepared in accordance with generally accepted
accounting principles then in effect ("Material Subsidiary")
which is organized under the laws of the United States or any
political subdivision thereof.
Any additions, deletions or other changes to the Events
of Default which will be applicable to a series of Debt
Securities will be described in the Prospectus Supplement
relating to such series of Debt Securities.
The Indenture provides that the Trustee thereunder
will, within 90 days after the occurrence of a Default with
respect to the Debt Securities of any series, give to the holders
of the Debt Securities of such series notice of all uncured and
unwaived Defaults known to it; provided that, except in the case
of Default in the payment of principal of, premium, if any, or
interest, if any, on any of the Debt Securities of such series,
the Trustee thereunder will be protected in withholding such
notice if it in good faith determines that the withholding of
such notice is in the interests of the holders of the Debt
Securities of such series.
The Indenture contains provisions entitling the
Trustee, subject to the duty of the Trustee during an Event of
Default to act with the required standard of care, to be
indemnified by the holders of the Debt Securities before
proceeding to exercise any right or power under the Indenture at
the request of holders of the Debt Securities.
The Indenture provides that the holders of a majority
in aggregate principal amount of the outstanding Debt Securities
of any series may direct the time, method and place of conducting
proceedings for remedies available to the Trustee or exercising
any trust or power conferred on the Trustee in respect of such
series.
The Indenture includes a covenant that the Company will
file annually with the Trustee a certificate of no Default or
specifying any Default that exists.
In certain cases, the holders of a majority in
principal amount of the outstanding Debt Securities of any series
may on behalf of the holders of all Debt Securities of such
series waive any past Default or Event of Default with respect to
the Debt Securities of such series or compliance with certain
provisions of the Indenture, except, among other things, a
Default not theretofore cured in payment of the principal of, or
premiums, if any, or interest, if any, on any of the Debt
Securities of such series.
Modification of the Indentures
The Company and the Trustee may, without the consent of
the holders of the Debt Securities, enter into indentures
supplemental to the Indenture for, among others, one or more of
the following purposes: (i) to evidence the succession of another
person to the Company, and the assumption by such successor of
the Company's obligations under the Indenture and the Debt
Securities of any series; (ii) to add covenants of the Company,
or surrender any rights of the Company, for the benefit of the
holders of covenants of the Company, or surrender any rights of
the Company, for the benefit of the holders of Debt Securities of
any or all series; (iii) to cure any ambiguity, or correct any
inconsistency in the Indenture; (iv) to evidence and provide for
the acceptance of any successor Trustee with respect to one or
more series of Debt Securities or to facilitate the
administration of the trusts thereunder by one or more trustees
in accordance with the Indenture; (v) to establish the form or
terms of any series of securities; and (vi) to provide any
additional Events of Default.
The Indenture contains provisions permitting the
Company and the Trustee thereunder, with the consent of the
holders of a majority in principal amount of the outstanding Debt
Securities of each series to be affected, to execute supplemental
indentures adding any provisions to or changing or eliminating
any of the provisions of the Indenture or modifying the rights of
the holders of the Debt Securities of such series to be affected,
except that no such supplemental indenture may, without the
consent of the holders of affected Debt Securities, among other
things, change the fixed maturity of any Debt Securities, or
reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce the number of
shares of Common Stock to be delivered by the Company in respect
of a conversion of convertible Debt Securities or reduce the
aforesaid percentage of Debt Securities of any series the consent
of the holders of which is required for any such supplemental
indenture.
The Trustee
The Company may appoint a separate Trustee for any
series of Debt Securities. As used herein in the description of a
series of Debt Securities, the term "Trustee" refers to the
Trustee appointed with respect to such series of Debt Securities.
The Trustee is a depository for funds and performs other services
for, and may transact other banking business with, the Company
and its subsidiaries in the normal course of business.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more
underwriters or dealers for public offering and sale by them or
may sell the Securities to investors directly or through agents.
The Prospectus Supplement with respect to the Securities offered
thereby describes the terms of the offering of such Securities
and the method of distribution of the Securities offered thereby
and identifies any firms acting as underwriters, dealers or
agents in connection therewith.
The Securities may be distributed from time to time in
one or more transactions at a final price or prices (which may be
changed) or at prices determined as specified in the Prospectus
Supplement. In connection with the sale of the Securities,
underwriters, dealers or agents may be deemed to have received
compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent.
Underwriters may sell the Securities to or through dealers, and
such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters or commissions
from the purchasers for whom they may act as agent. Certain of
the underwriters, dealers or agents who participate in the
distribution of the Securities may engage in other transactions
with, and perform other services for, the Company in the ordinary
course of business.
Any underwriting compensation paid by the Company to
underwriters or agents in connection with the offering of the
Securities, and any discounts, concessions or commissions allowed
to underwriters to dealers, are set forth in the Prospectus
Supplement. Underwriters, dealers and agents participating in
the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them
and any profit realized by them on the resale of the Securities
may be deemed to be underwriting discounts and commissions under
the Securities Act. Underwriters and their controlling persons,
dealers and agents may be entitled under agreement entered into
with the Company, to indemnification against and contribution
toward certain civil liabilities, including liabilities under the
Securities Act.
The Securities may or may not be listed on a national
securities exchange and no assurances can be given that there
will be a market for the Securities.
LEGAL OPINIONS
Certain legal matters in connection with the Securities
will be passed upon for the Company by McAfee & Taft A
Professional Corporation, Oklahoma City, Oklahoma, and for the
Underwriters, if any, named in the Prospectus Supplement, by
their legal counsel, also named in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and schedule of
Devon Energy Corporation and subsidiaries as of and for each of
the years in the three-year period ended December 31, 1994,
incorporated by reference herein and in the Registration
Statement, appearing in the Company's Annual Report on Form 10-K
have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1993 consolidated
financial statements refer to a change in the method of
accounting for income taxes to adopt the provisions of Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes".
The statement of revenues and direct operating expenses
of the Worland Properties for the year ended December 31, 1994,
incorporated by reference herein, appearing in the Company's
Current Report on Form 8-K dated December 18, 1995, has been
incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The consolidated balance sheets of Alta Energy
Corporation and subsidiaries as of June 30, 1992 and 1993, and
the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the three-year
period ended June 30, 1993, incorporated by reference herein,
appearing in the Company's Current Report on Form 8-K/A dated May
18, 1994, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1993 consolidated
financial statements refer to a change in the method of
accounting for income taxes to adopt the provisions of Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes".
<PAGE>
===========================================================================
No person is authorized to give
any information or to make any
representations other than
those contained in this
Prospectus or any accompanying
Prospectus Supplement in Devon
connection with the offer made Energy Corporation
by this Prospectus or any
Prospectus Supplement and, if
given or made, such other
information or representations
must not be relied upon as
having been authorized by the $75,000,000
Company or by any underwriter,
dealer or agent. This Common Stock
Prospectus and any Prospectus ($.10 Par Value)
Supplement do not constitute an
offer to sell or a solicitation Preferred Stock
of an offer to buy any ($1.00 Par Value)
securities other than those to
which they relate. Neither the Debt Securities
delivery of this Prospectus and
any accompanying Prospectus
Supplement nor any sale of or
offer to sell the Securities
offered hereby shall, under any
circumstances, create an
implication that there has been
no change in the affairs of the P R O S P E C T U S
Company or that the information
herein is correct as of any
time after the date hereof.
This Prospectus and any
accompanying Prospectus
Supplement do not constitute an
offer to sell or a solicitation
of an offer to buy any of the
Securities offered hereby in
any state to any person to whom
it is unlawful to make such
offer or solicitation in such
state.
==========================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an itemization of the estimated costs
expected to be incurred in connection with the offer and sale of
the securities registered hereby.
Securities Act Registration Fee ..... $26,000
Printing Expenses ................... ______
Legal Fees and Expenses ............. ______
Accounting Fees and Expenses ........ ______
Trustees Fees and Expenses .......... ______
Postage and Freight ................. ______
Miscellaneous ....................... ______
Total ............................. $______
Item 15. Indemnification of Directors and Officers.
The Oklahoma General Corporation Act, under which the
Registrant is incorporated, permits indemnification against
expenses, including attorneys' fees, actually and reasonably
incurred by such persons in connection with the defense of any
action, suit or proceeding in which such a person is a party by
reason of his being or having been a director, employee or agent
of the Registrant, or of any corporation, partnership, joint
venture, trust or other enterprise in which he served as such at
the request of the Registrant, provided that he acted in good
faith and in a manner reasonable 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 conduct was unlawful, and provided further (if the
threatened, pending or completed action or suit is by or in the
right of the corporation) that he shall not have been adjudged to
be liable for negligence or misconduct in the performance of his
duty to the corporation (unless the court determines that
indemnity would nevertheless be proper under the circumstances).
Article Ninth of Registrant's Certificate of Incorporation,
provides for the elimination of directors' liability for monetary
damages for a breach of certain fiduciary duties and for
indemnification of directors, officers, employees or agents of
Devon as permitted by the Oklahoma General Corporation Act.
These provisions cannot be amended without the affirmative vote
of the holders of at least 80% of the outstanding shares entitled
to vote. Under Devon's Certificate of Incorporation, even though
Devon's directors stand in a fiduciary relation to Devon, they
are not liable to stockholders of Devon for damages for breach of
any such fiduciary duty, except that a director will be
personally liable for (i) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (ii) the payment of dividends or redemption or purchase of
stock in violation of the Oklahoma General Corporation Act, (iii)
any breach of the duty of loyalty to Devon or its stockholders or
(iv) any transaction from which the director derived an improper
personal benefit. Article Thirteenth of the Registrant's
Certificate of Incorporation, also provides for indemnification
of the Registrant's directors and officers. Such Article also
permits the Registrant to purchase and maintain insurance on
behalf of the Registrant's directors and officers against any
liability arising out of their status as such, whether or not
Registrant would have the power to indemnify him against such
liability. These provisions may be sufficiently broad to
indemnify such persons for liabilities arising under the
Securities Act of 1933.
Item 16. Exhibits.
1 Form of Underwriting Agreement*
4.1 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to Registrant's Registration Statement on
Form 8-B filed on June 7, 1995).
4.2 Rights Agreement between Registrant and the First National
Bank of Boston (incorporated herein by reference to Exhibit
4.2 to Registrant's Registration Statement on Form 8-B filed
on June 7, 1995).
4.3 Form of Debt Securities*
4.4 Form of Indenture*
4.5 Form of Preferred Stock Designations*
4.6 Certificate of Incorporation of Registrant (incorporated
herein by reference to Exhibit B to Registrant's definitive
proxy statement for its 1995 Annual Meeting of Shareholders
filed on April 21, 1995).
4.7 Bylaws of Registrant (incorporated herein by reference to
Exhibit 3.2 to Registrant's Registration Statement on Form 8-
B filed on June 7, 1995).
5 Opinion of McAfee & Taft A Professional Corporation.*
12 Computation of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges and Preferred Stock Dividends.
23.1 Consent of KPMG Peat Marwick LLP (with respect to Devon
Energy Corporation and the Worland Properties).
23.2 Consent of KPMG Peat Marwick LLP (with respect to Alta
Energy Corporation).
23.3 Consent of McAfee & Taft A Professional Corporation is
included herewith as part of Exhibit 5 and is incorporated
herein by reference.
23.4 Consent of LaRoche & Associates
24 Power of Attorney is included herewith as part of Signatures
and is incorporated herein by reference.
* To be filed by amendment
<PAGE>
Item 17. Undertakings.
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 242(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information
with respect to the plan or distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement; provided,
however, that (a)(1)(i) and (a)(1)(ii) of this Section 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 Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) 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.
(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.
The Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933 the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 43A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424 (b)(1) or (4) or
497(HN) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in this 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 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 such
indemnification by it is against public policy as expressed in
the Act and will be governed by the adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the 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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Oklahoma City, State of Oklahoma on
February 8, 1996.
DEVON ENERGY CORPORATION
By J. Larry Nichols
J. Larry Nichols, President
POWER OF ATTORNEY
The Registrant and each person whose signature appears
below hereby authorize and constitute J. Larry Nichols, H.R.
Sanders, Jr. and H. Allen Turner, and each of them, severally, as
their true and lawful attorneys-in-fact, with full power to act
alone, to (i) file one or more amendments (including post
effective amendments) to this Registration Statement, which
amendments may make such changes in the Registration Statement as
such attorneys-in-fact deem appropriate, (ii) to execute in the
name and on behalf of the Registrant and any of the undersigned,
individually and in each capacity stated below, any such
amendments to this Registration Statement, and (iii) to do and
perform each and every act such attorneys-on-fact deem
appropriate to cause the Registration Statement, as amended, to
become effective.
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
John W. Nichols Chairman of the )
John W. Nichols Board and Director )
)
)
)
J. Larry Nichols President, Chief )
J. Larry Nichols Executive Officer )
and Director )
)
)
H. R. Sanders, Jr. Executive Vice )
H. R. Sanders, Jr. President and )
Director )
)
)
William T. Vaughn )
William T. Vaughn Vice President - )
Finance and Chief ) February 8, 1996
Financial Officer )
)
Danny J. Heatly )
Danny J. Heatly Controller )
)
)
)
Thomas F. Ferguson )
Thomas F. Ferguson Director )
)
)
)
David M. Gavrin )
David M. Gavrin Director )
)
)
)
Michael E. Gellert )
Michael E. Gellert Director )
)
)
)
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
No. No.
1 Form of Underwriting Agreement. **
4.1 Form of Common Stock Certificate. *
4.2 Rights Agreement between Registrant and the *
First National Bank of Boston.
4.3 Form of Debt Securities. **
4.4 Form of Indenture. **
4.5 Form of Preferred Stock Designations. **
4.6 Certificate of Incorporation of Registrant. *
4.7 Bylaws of Registrant. *
5 Opinion of McAfee & Taft A Professional **
Corporation.
12 Computation of Ratio of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred
Stock Dividends.
23.1 Consent of KPMG Peat Marwick LLP (with respect
to Devon Energy Corporation and the Worland
Properties).
23.2 Consent of KPMG Peat Marwick LLP (with respect
to Alta Energy Corporation).
23.3 Consent of McAfee & Taft A Professional **
Corporation is included herewith as part of
Exhibit 5 and is incorporated herein by
reference.
23.4 Consent of LaRoche & Associates.
24 Power of Attorney is included herewith as part *
of Signatures and is incorporated herein by
reference.
* Incorporated by reference.
** To be filed by amendment.
<PAGE>
EXHIBIT 12
<TABLE>
<CAPTION>
DEVON ENERGY CORPORATION
Computation of Ratio of Earnings to Fixed Charges
Nine Months
Ended
Year Ended December 31, September 30,
------------------------------------------------------------------- ----------------------
Pro Pro
Forma Forma
1990 1991 <F1> 1992 1993 1994 1994 1995 1995
---- --------- ---- ---- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) $4,055,622 (21,144,443) 19,485,817 25,960,772 21,356,711 20,118,000 17,748,755 16,673,000
before income
taxes and cumulative
effect of change in
accounting principle
per consolidated
statements of
operations
Add:
Interest expense 1,956,120 2,208,782 2,644,063 3,421,742 5,438,911 8,525,911 5,214,241 7,450,241
Estimated interest 182,924 177,165 153,384 162,518 173,923 173,923 144,368 144,368
factor of operating
lease payments
Earnings (loss), $6,194,666 (18,758,496) 22,283,264 29,545,032 26,969,545 28,817,834 23,107,364 24,267,609
as adjusted (A)
Fixed charges:
Interest costs 1,956,120 2,208,782 2,644,063 3,421,742 5,438,911 8,525,911 5,214,241 7,450,241
incurred
Estimated interest 182,924 177,165 153,384 162,518 173,923 173,923 144,368 144,368
factor of operating
lease payments
Total fixed $2,139,044 2,385,947 2,797,447 3,584,260 5,612,834 8,699,834 5,358,609 7,594,609
charges (B)
Ratio of earnings 2.90 (7.86) 7.97 8.24 4.80 3.31 4.31 3.20
(loss) to fixed
charges (A/B)
Amount of fixed $ - 21,144,443 - - - - - -
charges in excess
of earnings (B-A)
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
Earnings (loss), $6,194,666 (18,758,496) 22,283,264 29,545,032 26,969,545 28,817,834 23,107,364 24,267,609
as adjusted, as
calculated above (A)
Combined fixed charges
and preferred stock
dividends:
Preferred 2,324,363 2,269,412 1,702,481 - - - - -
dividends
Ratio of earnings 159% 141% 133% 135% 155% 154% 175% 184%
(loss) before
income taxes to
net earnings (loss)
Preferred 3,690,071 3,193,826 2,269,904 - - - - -
dividend factor
on a pretax basis
Fixed charges as 2,139,044 2,385,947 2,797,447 3,584,260 5,612,834 8,699,834 5,358,609 7,594,609
calculated above
Combined fixed $5,829,115 5,579,773 5,067,351 3,584,260 5,612,834 8,699,834 5,358,609 7,594,609
charges and
preferred stock
dividends (C)
Ratio of earnings 1.06 (3.36) 4.40 8.24 4.80 3.31 4.31 3.20
to combined fixed
charges and preferred
dividends (A/C)
Amount of combined $ - $24,338,269 - - - - - -
fixed charges and
preferred dividends
in excess of
earnings (C-A)
<FN>
<F1> Loss before income taxes in 1991 includes a $25 million noncash reduction
in the carrying value of oil and gas properties.
</FN>
</TABLE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Devon Energy Corporation:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
Our report covering the December 31, 1993, consolidated financial
statements of Devon Energy Corporation refers to a change in the
method of accounting for income taxes to adopt the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes."
KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Oklahoma City, Oklahoma
February 2, 1996
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Alta Energy Corporation:
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
Our report covering the June 30, 1993, consolidated financial
statements refers to a change in the method of accounting for
income taxes to adopt the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Midland, Texas
February 2, 1996
EXHIBIT 23.4
ENGINEER'S CONSENT
We consent to the reference to the appraisal report for Devon
Energy Corporation as of December 31, 1994, incorporated herein
by reference.
William E. LaRoche
LAROCHE & ASSOCIATES
(FORMERLY) LAROCHE, SWINDELL & ASSOCIATES
