SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event report): June 29,
1998
DEVON ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
OKLAHOMA 1-10067 73-1474008
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification
Incorporation or Number)
Organization)
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(405) 235-3611
Page 1 of 8 total pages
Item 5. Other Events
On June 29, 1998, Registrant
announced that it has entered into a
definitive Combination Agreement to merge
with Northstar Energy Corporation, a
Canadian-based independent oil and gas
exploration and production company. A
copy of the press release concerning this transaction is filed
herewith as an exhibit.
Item 7. Financial Statements
and Exhibits
(c) Exhibits
99 Press Release dated June 29, 1998.
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the
registrant has duly caused this report
to be signed on its behalf by the
undersigned hereto duly authorized.
Devon Energy Corporation
By: /s/ William T. Vaughn
Vice President-Finance
William T. Vaughn
Vice President-Finance
Date: July 6, 1998
EXHIBIT 99
FOR IMMEDIATE RELEASE
Contact: Devon Energy Corporation
Vince White
Director of Investor Relations
(405) 552-4505
Devon Energy and Northstar Energy
to Combine: US$2 Billion Oil and
Gas Company Would be Created
OKLAHOMA CITY, OKLAHOMA, June 29, 1998 -
US-based Devon Energy Corporation
(AMEX:DVN) today announced its intention
to issue 15.4 million shares in a
merger with Canadian-based Northstar
Energy Corporation (TSE:NEN). The merger
would create an
evenly balanced oil and gas producer with
53 percent of its reserves in the U.S. and
47 percent in Canada. There also would be
balance between oil and gas reserves. The
combined company would have total reserves
of approximately 1.2 trillion cubic feet of
gas and 117 million barrels of oil. The
company would have low debt levels relative
to its peers. The combined company would
have an equity market capitalization
approaching US$2 billion. Both US
and Canadian stock exchange listings
are expected.
Basic Terms Of The Merger
Both companies' boards of directors have
unanimously approved a definitive
Combination Agreement. Under the
agreement, Northstar shareholders would
receive .227 fractional Devon common
equivalent shares for each existing
Northstar share. The common equivalent
shares, or "Exchangeable Shares," are
expected to be fully tradeable on The
Toronto Stock Exchange. The shares will be
exchangeable, at each shareholder's option,
for Devon common shares. Devon common
trades on the American Stock Exchange.
In total, Devon would issue 15.4 million
common equivalent shares. Devon also would
assume existing Northstar debt of US$312
million and certain other obligations. The
consideration to be issued by Devon is
subject to adjustment under certain
limited circumstances. The merger is
subject to certain "Other Terms and
Conditions" as outlined below.
The Merged Company
The combined company would be a
substantial North American independent oil
and gas producer. It would rank in the top
15 of all US-based independent producers in
terms of market capitalization and total
proved reserves. In terms of US-only
production, it would rank among the top 20
public independents. In Canada, the
combined company would be a "Tier 1"
producer and rank among the top 20 in
Canada-only oil and gas production.
The company's Canadian property base
would be concentrated in six major areas.
It would enjoy "economies of scale" and be
among the lowest in Canada in operating
costs per unit of production.
The company's US property base would
be concentrated in four major basins. It,
too, would enjoy relatively low operating
costs and economies of scale.
The combined company would have a
large inventory of exploration
opportunities. The combined company would
hold aggregate 2.5 million net acres of
undeveloped leasehold.
The combined company would have
considerable exposure to Canadian and US
natural gas markets. This would be nicely
balanced by substantial oil reserves,
particularly in the Permian Basin of the
US.
The company would have some 47.7
million outstanding common equivalent
shares with approximately 36.8 million
shares in public float.
The company would have a desirable
capital structure with approximately US$70
million in working capital, only US$312
million in total debt and an estimated
US$500 million in untapped financing
capacity.
The company would have proven management
teams in both the US and Canada. John A.
Hagg, current President and CEO of
Northstar and its current executive staff
would lead the combined company's Canadian
operations. J. Larry Nichols, current
President and CEO of Devon,
would serve as President and CEO of the
combined company. The remainder of
Devon's executive staff would also
continue in their present capacities.
Historical Oil and Gas Reserves and
Operating Data Combined proved
reserves as of December 31,
1997, based on US reserve estimate
conventions and year-end oil and gas
prices held constant, would be as
follows:
<TABLE>
<CAPTION>
United States Canada Total
<S> <C> <C> <C>
Oil (millions of 61 39 100
barrels)
Gas (billions of 568 598 1,166
cubic feet)
NGLs (millions of 12 5 17
barrels)
</TABLE>
Approximately 87 percent of these
reserves would be classified as proved
developed.
During 1997, net of royalty interests,
the two companies combined had average
daily production as follows:
<TABLE>
<CAPTION>
United States Canada Total
<S> <C> <C> <C>
Oil and NGL's 20,600 20,400 41,000
(barrels/day)
Gas (thousand cubic 167,200 194,100 361,300
feet/day)
</TABLE>
Both companies have previously released
1998 production estimates. Devon has
disclosed that its 1998 average daily
production is estimated to be between
20,800 and 24,100 barrels of oil and
natural gas liquids per day and between
184 and 215 million cubic feet of gas per
day. Northstar has disclosed that its
1998 average daily production (restated
in US conventions) is estimated to be
approximately 16,000 barrels of oil per
day and 185 million cubic feet of gas per
day.
During 1997, the combined average price
realizations received by the companies in
US dollars were as follows:
[CAPTION]
<TABLE>
United States Canada Total
<S> <C> <C> <C>
Oil and NGLs/barrel US $17.92 US $16.19 US $17.06
Gas/thousand $ 2.28 $ 1.35 $ 1.78
Cubic feet
</TABLE>
However, during the first quarter of 1998,
prices declined significantly. The
combined average price realizations
received by the companies for the first
quarter of 1998 in US dollars were as
follows:
[CAPTION]
<TABLE>
United States Canada Total
<S> <C> <C> <C>
Oil and NGLs/barrel US $13.41 US $11.61 US $12.49
Gas/thousand $ 2.01 $ 1.24 $ 1.61
Cubic feet
</TABLE>
Certain Financial Data
There are material differences between
US and Canadian
"generally accepted accounting principles."
The companies cautioned investors not to
merely combine data from each company to
estimate results for the merged company.
Pro forma data will be released as soon as
practicable.
The merger is expected to be accounted for
as a pooling of interests. Accordingly,
Northstar's financial statements would be
restated to conform to US generally
accepted accounting principles. Among
other things, this would result in a
reduction, effective December 31, 1997,
in the carrying value of Northstar's oil
and gas properties. Following this
adjustment, the combined company would
expect a 1998 depletion rate for its
Canadian oil and gas properties of
approximately US$2.50 to US$2.75 per
energy equivalent barrel. The merger
would not impact the depletion rate for
Devon's historical US oil and gas
properties.
Northstar's Assets
Northstar's oil and gas properties
are all located in Canada. These
properties are concentrated in Alberta
and the northeastern Foothills region of
British Columbia. The company has total
proved reserves of approximately 550
billion cubic feet of natural gas and 36
million barrels of oil and natural gas
liquids. With 1998 estimated annual
production, net of royalties, of
approximately 17 million energy
equivalent barrels, Northstar's average
reserve life approximates 7.5 years.
Northstar also has substantial assets
other than proved oil and gas reserves.
The company has probable reserves of some
11 million barrels of oil and 200 billion
cubic feet of gas. It has undeveloped
leasehold (drilling rights) covering some
1.6 million acres. The company's seismic
inventory totals 17,000 linear miles of
"2-D" data and 500 square miles of "3-D"
data. Northstar owns interests in and,
in some cases controls, processing
facilities and pipelines. The company
also has financial assets and
investments. Devon estimates the value
of Northstar's assets, not including
proved oil and gas reserves, to be
approximately US$200 million. This value
does not include any consideration for
Northstar's US$420 million of tax pools.
Some of the Possible Effects on Devon
The addition to Devon of Northstar's
oil and gas reserves and production, its operating results and
its debt could be disproportionately
greater than the number of shares Devon
expects to issue. However, because of
the restatement of Northstar's "book
assets" to US generally accepted
accounting principles, the addition to
Devon's assets could be is
proportionately less than the number of
shares to be issued.
Devon's Assets
Approximately 90 percent of Devon's
oil and gas properties are in the US, and
10 percent are in Canada. Devon's
properties are generally long-lived and
inexpensive to operate.
In the US, the company's properties are
concentrated in four major focus areas:
the Permian Basin, the San Juan Basin,
the Rocky Mountain Region and the Mid
Continent. Devon's US oil and gas
properties have proved reserves of
approximately 568 billion cubic feet of
natural gas and 73 million barrels of oil
and natural gas liquids.
In Canada, Devon's properties are
concentrated in the Peace River Arch of
western Alberta. The company's Canadian
oil and gas reserves approximate 48
billion cubic feet of gas and 8 million
barrels of oil and natural gas liquids.
In total the company has proved reserves
of approximately 616 billion cubic feet
of natural gas and 81 million barrels of
oil and natural gas liquids. With annual
production of some 20 million energy
equivalent barrels, Devon's average
reserve life approximates nine years.
In addition to its proved oil and gas
reserves, Devon has probable reserves of
5.7 million barrels of oil and 165
billion cubic feet of gas. It has
undeveloped leasehold covering some 583
thousand acres. The company's seismic
database includes 31,000 linear miles of
"2-D" data and 1,050 square miles of "3-
D" data. Like Northstar, Devon owns
interests in several processing
facilities and pipelines. In addition
Devon owns a 19-story office building in
Oklahoma City and other fixed assets. It
has working capital of some US$60
million.
Other Terms and Conditions
The merger is subject to approval by
the shareholders of both companies as
well as certain regulatory and court
approvals. Devon and Northstar have each
provided the other substantive
"termination fees" and certain other
rights in the event the merger is not
completed. Each has agreed not to
solicit other proposals within the limits
of fiduciary responsibility. The
directors and affiliates of each company
have indicated their intention to vote
their shares in favor of the transaction.
Both Devon and Northstar intend to hold
special shareholder meetings following
regulatory approval of the companies'
proxy materials.
The Combination Agreement provides
Northstar shareholders with a "downside
collar".
The collar provides for an upward
adjustment in the exchange ratio up to a
maximum ratio of .235 Exchangeable Shares
for each Northstar share under certain
circumstances. Such adjustment would
begin if the market value of a Devon
common share underlying the Exchangeable
Shares times .227 would yield a value of
less than C$11.00. Assuming current
US/Canadian dollar exchange rates, an
adjustment of the .227 ratio would not
begin unless the price of Devon common
shares declines below US$32.95 per share.
The exchange ratio would increase pro
rata to the maximum .235 Exchangeable
Shares for each Northstar share if the
Devon share price declines to US$31.82.
Thereafter, no adjustment would be made.
This press release includes "forward-
looking statements" as defined by the
Securities and Exchange Commission. Such
statements are those concerning the
companies' plans, expectations and
objectives for future operations. All
statements, other than statements of
historical facts, included in this press
release 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 production of oil and gas, future
financial performance 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.
Estimates for future production are based
on the assumption that market demand will
continue at levels that allow for
profitable production of these products.
There can be no assurance of such
stability. 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.
Northstar Energy Corporation is a
Canadian company engaged in petroleum and
natural gas exploration and production.
Northstar's oil and gas properties are
concentrated in Alberta and the
northeastern and Foothills regions of
British Columbia. The company's common
shares are listed on the Toronto,
Montreal and Alberta stock exchanges
under the trading symbol NEN. Devon
Energy Corporation is an independent
energy company engaged in oil and gas
property acquisition, exploration and
production. It is one of the top 20
public independent oil and gas companies
in the United States, as measured by oil
and gas reserves. Devon's common shares
trade on the American Stock Exchange
under the symbol DVN.
