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): May 20, 1999
DEVON ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
OKLAHOMA 1-10067 73-1474008
(State or Other Jurisdiction of (Commission File (I.R.S.Employer
Incorporation or Organization) Number) Identification Number)
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 5 total pages
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Item 5. Other Events
On May 20, 1999, Registrant announced that it had entered into an
Agreement and Plan of Merger with PennzEnergy Company, a Houston-based
independent oil and gas exploration and production company. A copy of the
press release announcing this event is filed herewith as an exhibit.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release dated May 20, 1999
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/ Marian J. Moon
Marian J. Moon
Corporate Secretary
Date: May 20, 1999
<PAGE>
EXHIBIT 99
[Devon Energy Corporation Logo] [PennzEnergy Company Logo]
FOR IMMEDIATE RELEASE
Contact: Vince White Jeanne Buchanan
Devon Energy Corporation PennzEnergy Company
(405) 552-4505 (713) 546-6444
Devon Energy and PennzEnergy to Merge to Create
Top 10 Independent Oil and Gas Company
OKLAHOMA CITY, OKLAHOMA; HOUSTON, TEXAS; May 20, 1999 - Today Devon
Energy Corporation (AMEX:DVN, TSE:NSX) and PennzEnergy Company (NYSE:
PZE) announced that they have signed a definitive agreement to merge the
two companies. The transaction will create an international oil and gas
company with an equity market capitalization of approximately $2.6
billion. The company's total enterprise value will be approximately $4.7
billion.
The company will rank 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. On a combined basis, the company will have total
proved reserves of approximately 2.1 trillion cubic feet of gas and 318.5
million barrels of oil, or 660 million barrels of oil equivalent. The
company will have core North American operations onshore U.S., in the
Gulf of Mexico and in Canada. The company also will have substantial
international assets, highlighted by significant interests in Azerbaijan.
Basic Terms and Conditions
Under the terms of the agreement, PennzEnergy and the existing Devon will
merge into a new Devon Energy Corporation. In the merger, PennzEnergy
shareholders will receive 0.4475 fractional shares of common stock of the
new company for each PennzEnergy common share. Each share of Devon
common stock will be converted into one share of new Devon. As a result,
PennzEnergy shareholders will own approximately 31 percent of the
combined company and Devon shareholders will own approximately 69
percent.
The merger is expected to be non-taxable to the shareholders of both
companies. The boards of directors of each company have approved the
merger, subject to shareholder approval and other conditions outlined
below.
J. Larry Nichols, President and CEO of Devon, commented, "We are very
excited about the opportunities available to the combined company and
look forward to exploiting them in a manner not attainable by either
company alone. We will continue Devon's successful strategies of the
past to maximize future returns to shareholders. Disciplined exploration
and exploitation, value-added acquisition, prudent capital practices and
low operating and corporate costs will remain our standards."
Combined, the company expects to realize cost savings of approximately
$50-$60 million annually. Reductions are expected in operating, general
and administrative, interest and exploration expenses.
James L. Pate, Chairman of PennzEnergy, said, "Devon and PennzEnergy are
uniquely matched to create long-term shareholder value. Combined, they
will have a substantial base of North American assets, significant
international exposure and a management team with a demonstrated record
of delivering value."
Management
Larry Nichols will be President, Chief Executive Officer and a director
of the combined company. James Pate will serve as Chairman of the Board.
Devon's executive staff will continue in their current capacities.
PennzEnergy also will contribute selected executive staff to augment the
strength of the management team.
Devon and PennzEnergy each will designate seven members to serve on the
combined board of directors. John W. Nichols, Devon's current Chairman,
will serve as Chairman Emeritus.
The Combined Company
The combined company will be headquartered in Oklahoma City with
operating offices in Oklahoma City, Houston, Denver and Calgary.
The combined company will have a capital structure consisting of
approximately 70 million common shares outstanding, $300 million in
preferred securities and $1.3 billion of net long-term debt. The net
long-term debt excludes debentures exchangeable into Chevron common stock
owned by PennzEnergy. The company intends to reduce indebtedness by
approximately $400-$500 million through asset rationalization and
issuance of additional common stock or equity-linked securities.
Highlights of the combined company include:
-- A proved reserve base at year-end 1998 of approximately 660 million
barrels of oil equivalent (MMBOE) (52 percent natural gas and 48 percent
liquids on an energy equivalent basis)
-- U.S. operations concentrated in six core areas with year-end 1998
proved reserves of 423 MMBOE
-- Canadian operations concentrated in three core areas with year-end
1998 proved reserves of 144 MMBOE
-- North American reserves consisting of approximately 60 percent
natural gas
-- International operations with year-end 1998 proved reserves of 93
MMBOE, primarily in Azerbaijan
-- Net daily production during 1998 of 230,000 barrels of oil
equivalent, consisting of approximately 60 percent natural gas and 40
percent liquids on an energy equivalent basis
-- A large inventory of exploration opportunities, both domestically
and internationally, with an aggregate 15 million net undeveloped acres
of leasehold
-- Expected cost savings of approximately $50-$60 million annually from
reductions to operating, general and administrative, interest and
exploration expenses
Other Terms and Conditions
The merger is expected to be accounted for as a purchase. The company
expects to incur a one-time, non-cash charge to earnings due to full-cost
ceiling limitations related to purchase accounting adjustments. The
charge is estimated to be in the range of $350-$500 million after-tax,
depending upon commodity prices.
The merger is subject to approval by majority vote of the outstanding
shares of both companies as well as expiration of the Hart-Scott-Rodino
waiting period and other customary closing conditions. The agreement
contains reciprocal provisions for the payment of termination fees in
certain circumstances and for the granting of cross-options between the
parties. Both Devon and PennzEnergy intend to hold special shareholders'
meetings as soon as practicable following completion of SEC review of the
companies' proxy materials. Completion of the merger is expected in the
third quarter of 1999.
Morgan Stanley Dean Witter acted as financial advisor to both Devon and
PennzEnergy. In addition, J.P. Morgan & Co. acted as financial advisor to
PennzEnergy and provided a fairness opinion. PaineWebber Incorporated
acted as financial advisor to Devon and provided a fairness opinion.
PennzEnergy Company is among the largest domestic independent exploration
and production companies. Operations are focused in the Gulf of Mexico,
onshore Gulf coast, East and West Texas, and, internationally, in Egypt,
Venezuela, Azerbaijan, Qatar and Brazil.
Devon Energy Corporation is an independent energy company engaged in oil
and gas property acquisition, exploration and production. It is one of
the top 15 public independent oil and gas companies in the Unites States
and Canada, as measured by oil and gas reserves. Devon's Canadian
operations are primarily conducted by its subsidiary, Northstar Energy
Corporation.
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 financial
performance, future equity issuance and other matters. These statements
are based on certain assumptions made by the companies based on their
experience and perception of historical trends, current conditions,
expected future developments and other factors they believe are
appropriate in the circumstances. Such statements are subject to a number
of assumptions, risks and uncertainties, many of which are beyond the
control of the companies. Statements regarding future production are
subject to all of the risks and uncertainties normally incident to the
exploration for and development and production of oil and gas. These
risks include, but are not limited to, inflation or lack of availability
of goods and services, environmental risks, drilling risks and regulatory
changes. 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.
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