As Filed with the Securities and Exchange Commission on March 10, 2000
Registration No. 333-
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1567067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102-8260
(Address of principal executive offices)
1985 CONDITIONAL STOCK AWARD PROGRAM
1990 CONDITIONAL STOCK AWARD PROGRAM
1993 CONDITIONAL STOCK AWARD PROGRAM
(Full title of the plan)
J. LARRY NICHOLS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DEVON ENERGY CORPORATION
20 NORTH BROADWAY, SUITE 1500
OKLAHOMA CITY, OKLAHOMA 73102-8260
(405) 235-3611
(Name, address and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities to be maximum maximum registration
be registered registered offering aggregate fee(2)
(2) price per offering
share price
- -------------- ---------- --------- --------- ---------
Devon Common Stock(1) 895 Shares(a) $ 40.00 $ 35,800 $ 10
Devon Common Stock(1) 19,285 Shares(b) $ 40.00 $771,400 $204
Devon Common Stock(1) 12,431 Shares(c) $ 40.00 $497,240 $132
------ --------- --------- ---------
Total 32,611 Shares $120.00 $1,304,440 $346
====== ========= =========== =========
- ---------------
(1) Includes the stock purchase rights associated with the Devon
Common Stock.
(2) There is also being registered hereby such additional number
of shares of Devon Common Stock as may be issued pursuant to
the anti-dilution provisions of the:
(a) 1985 Conditional Stock Award Program
(b) 1990 Conditional Stock Award Program
(c) 1993 Conditional Stock Award Program
(3) Estimated pursuant to Rule 457(c) and (h) solely for the
purposes of computing the registration fee based upon the
average of the high and low prices of the Devon Common Stock,
as reported on the American Stock Exchange Composite Trans-
actions on March 7, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities
and Exchange Commission by Devon Energy Corporation, an Oklahoma
corporation (now Devon Energy Corporation (Oklahoma) ("Devon
Oklahoma") (Commission file number 1-10067) and by PennzEnergy
Company, a Delaware corporation ("PennzEnergy") (Commission file
number 1-05591) pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated herein by
reference:
1. Devon Oklahoma's Annual Report on Form 10-K for the year
ended December 31, 1998;
2. Devon Oklahoma's Current Reports on Form 8-K dated February
2, 1999, February 8, 1999, February 22, 1999, April 28, 1999,
May 21, 1999, June 1, 1999, July 22, 1999, and August 13, 1999;
3. Devon Oklahoma's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, and June 30, 1999; and
4. The Joint Proxy Statement/Prospectus of Devon Oklahoma and
PennzEnergy on Schedule 14A, dated July 15, 1999, which is
included as part of the Registration Statement on Form S-4
(File No. 333-82903) of the Registrant.
5. PennzEnergy's Annual Report on Form 10-K for the year ended
December 31, 1998;
6. PennzEnergy's Current Report on Form 8-K dated August 17,
1999; and
7. PennzEnergy's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, and June 30, 1999.
The following documents previously filed by the Registrant
with the Securities and Exchange Commission are incorporated
herein by reference:
1. Current Reports on Form 8-K dated August 31, 1999,
September 24, 1999, October 1, 1999, October 5, 1999,
November 10, 1999, November 12, 1999 and January 27, 2000.
2. Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
3. The description of the Registrant's Common Stock set
forth in Exhibit 4.9 to the Registrant's Form 8-K,
dated August 18, 1999, including any amendment or report
filed for purposes of updating any such description.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
shares of common stock covered by this registration statement
have been sold or which deregisters all such shares remaining
unsold, shall be deemed to be incorporated by reference and to be
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement will be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference to this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded
will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The Company will deliver or cause to be delivered to each
participant to whom this document is sent or given a copy of the
Registrant's annual report to stockholders for its latest fiscal
year, unless such employee otherwise has received a copy of such
report, in which case the Registrant will promptly furnish, without
charge, a copy of such report on written request of the
participant.
The Registrant will provide without charge to any participant
to whom a copy of this document is delivered, upon written or
oral request of any such person, a copy of any or all of the
information described above which has been incorporated by
reference herein, other than exhibits thereto.
Requests for copies should be directed to the Registrant's
Manager - Corporate Governance and Assistant Corporate Secretary,
Janice A. Dobbs, Devon Energy Corporation, 20 North Broadway,
Oklahoma City, Oklahoma 73102, telephone (405) 235-3611.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Except to the extent indicated below, there is no charter
provision, by-law, contract, arrangement or statute under which
any director or officer of Registrant is insured or indemnified
in any manner against any liability which he or she may incur in
his or her capacity as such.
Article VIII of the Restated Certificate of Incorporation of
Registrant contains a provision, permitted by Section 102(b)(7)
of the Delaware General Corporation Law (the "DGCL"), limiting
the personal monetary liability of directors for breach of
fiduciary duty as a director. The DGCL and the Restated
Certificate of Incorporation of the Registrant provide that such
provision does not eliminate or limit liability,
(1) for any breach of the director's duty of loyalty to
Registrant or its stockholders,
(2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, as provided in Section 174
of the DGCL, or (4) for any transaction from which the
director derived an improper benefit.
Section 145 of the DGCL permits indemnification against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in
connection with actions, suits or proceedings in which a
director, officer, employee or agent is a party by reason of the
fact that he or she is or was such a director, officer, employee
or agent, if he or she acted in good faith and in a manner he or
she reasonably 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 or
her conduct was unlawful. However, in connection with actions by
or in the right of the corporation, such indemnification is not
permitted if such person has been adjudged liable to the
corporation unless the court determines that, under all of the
circumstances, such person is nonetheless fairly and reasonably
entitled to indemnity for such expenses as the court deems
proper. Article X of the Registrant's Restated Certificate of
Incorporation provides for such indemnification.
Section 145 also permits a corporation to purchase and
maintain insurance on behalf of its directors and officers
against any liability which may be asserted against, or incurred
by, such persons in their capacities as directors or officers of
the corporation whether or not Registrant would have the power to
indemnify such persons against such liabilities under the
provisions of such sections. Registrant intends to purchase such
insurance.
Section 145 further provides that the statutory provision is
not exclusive of any other right to which those seeking
indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or independent
directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while
holding such office.
Article XIII of the by-laws of Registrant contains
provisions regarding indemnification which parallel those
described above.
The merger agreement dated May 19, 1999 between Registrant
and PennzEnergy provides that for seven years after the
effective time, Registrant will indemnify and hold harmless each
person who was a director or officer of Devon or PennzEnergy
prior to the effective time from their acts or omissions in those
capacities occurring prior to the effective time to the fullest
extent permitted by applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit No. Document
- ----------- --------
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3 to Registrant's
Form 8-K, filed on August 18, 1999).
4.2 By-laws of the Registrant (incorporated by reference to
Exhibit 3.3 to Registrant's Registration Statement on
Form S-4, File No. 333-82903).
4.3 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Registrant's Form 8-K,
filed on August 18, 1999).
4.4 Rights Agreement between Registrant and BankBoston, N.A.
(incorporated by reference to Exhibit 4.2 to
Registrant's Form 8-K filed on August 18, 1999).
4.5 Certificate of Designations of Series A Junior
Participating Preferred Stock of Registrant
(incorporated by reference to Exhibit 4.3 to
Registrant's Form 8-K filed on August 18, 1999).
4.6 Certificate of Designations of the 6.49% Cumulative
Preferred Stock, Series A of Registrant (incorporated
by reference to Exhibit 4.4 to Registrant's Form 8-K
filed on August 18, 1999).
4.7 Amending Support Agreement, dated August 17, 1999, between
the Registrant and Northstar Energy Corporation
(incorporated by reference to Exhibit 4.5 to
Registrant's Form 8-K filed on August 18, 1999).
4.8 Description of Capital Stock of Devon Energy Corporation
(incorporated by reference to Exhibit 4.9 to
Registrant's Form 8-K filed on August 18, 1999).
5.1 Opinion of McAfee & Taft A Professional Corporation
9 Amending Voting and Exchange Agreement, dated August 17,
1999, between Registrant, Northstar Energy Corporation
and CIBC Mellon Trust Company (incorporated by
reference to Exhibit 9 to Registrant's Form 8-K filed
on August 18, 1999).
23.1 Consent of KPMG LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of McAfee & Taft A Professional Corporation
(contained in its opinion in Exhibit 5.1)
23.6 Consent of LaRoche Petroleum Consultants, Ltd.
23.7 Consent of AMH Group, Ltd.
23.8 Consent of Paddock Lindstrom & Associates Ltd.
23.9 Consent of John P. Hunter & Associates, Ltd.
23.10 Consent of Ryder Scott Company, L.P.
24.1 Power of Attorney
Item 9. Undertakings
(a) 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 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registrations 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 Sections 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(2) that, for the purposes of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered herein, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities 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 any 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 or not such indemnification is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all for the requirements for filing on
Form S-8 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
the 9th day of March, 2000.
DEVON ENERGY CORPORATION
J. LARRY NICHOLS
J. Larry Nichols
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on March 9, 2000.
Signature Title
--------- -----
THOMAS F. FERGUSON Director
Thomas F. Ferguson
DAVID M. GAVRIN Director
David M. Gavrin
MICHAEL E. GELLERT Director
Michael E. Gellert
MOULTON GOODRUM, JR. Director
Moulton Goodrum, Jr.
JOHN A. HAGG Director
John A. Hagg
HENRY R. HAMMAN Director
Henry R. Hamman
DANNY J. HEATLY Vice President - Accounting
Danny J. Heatly
WILLIAM J. JOHNSON Director
William J. Johnson
MICHAEL M. KANOVSKY Director
Michael M. Kanovsky
ROBERT A. MOSBACHER, JR. Director
Robert A. Mosbacher, Jr.
J. LARRY NICHOLS President, Chief Executive
J. Larry Nichols Officer and Director
JAMES L. PATE Chairman of the Board and
James L. Pate Director
H.R. SANDERS, JR. Director
H.R. Sanders, Jr.
BRENT SCOWCROFT Director
Brent Scowcroft
WILLIAM T. VAUGHN Senior Vice President - Finance
William T. Vaughn
ROBERT B. WEAVER Director
Robert B. Weaver
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
No. Document Method of Filing
- ------- -------- ----------------
<S> <C> <C>
4.1 Restated Certificate of Incorpo- Incorporated herein by reference
ration of the Registrant
4.2 By-laws of the Registrant Incorporated herein by reference
4.3 Form of Common Stock Certificate Incorporated herein by reference
4.4 Rights Agreement between Registrant Incorporated herein by reference
and BankBoston, N.A.
4.5 Certificate of Designations of Incorporated herein by reference
Series A Junior Participating
Preferred Stock of Registrant
4.6 Certificate of Designations of Incorporated herein by reference
the 6.49% Cumulative Preferred Stock,
Series A of Registrant
4.7 Amending Support Agreement, dated Incorporated herein by reference
August 17, 1999, between the
Registrant and Northstar Energy
Corporation
4.8 Description of Capital Stock of Incorporated herein by reference
Devon Energy Corporation
5.1 Opinion of McAfee & Taft A Filed herewith electronically
Professional Corporation
9 Amending Voting and Exchange Incorporated herein by reference
Agreement, dated August 17,
1999, between Registrant,
Northstar Energy Corporation
and CIBC Mellon Trust Company
23.1 Consent of KPMG LLP Filed herewith electronically
23.2 Consent of Deloitte & Touche LLP Filed herewith electronically
23.3 Consent of PricewaterhouseCoopers Filed herewith electronically
LLP
23.4 Consent of Arthur Andersen LLP Filed herewith electronically
23.5 Consent of McAfee & Taft A Filed herewith electronically
Professional Corporation
(contained in its opinion in
Exhibit 5.1)
23.6 Consent of LaRoche Petroleum Filed herewith electronically
Consultants, Ltd.
23.7 Consent of AMH Group, Ltd. Filed herewith electronically
23.8 Consent of Paddock Lindstrom & Filed herewith electronically
Associates Ltd.
23.9 Consent of John P. Hunter & Filed herewith electronically
Associates, Ltd.
23.10 Consent of Ryder Scott Company, L.P. Filed herewith electronically
24.1 Power of Attorney Filed herewith electronically
</TABLE>
Exhibit 5.1
Law Offices
McAfee & Taft
A Professional
Corporation
10th Floor, Two
Leadership Square
211 North Robinson
Oklahoma City,
Oklahoma 73102-7103
(405) 235-9621
Fax (405) 235-0439
http://www.mcafeetaft.com
March 1, 2000
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
Ladies and Gentlemen:
We have reviewed the Amended and Restated Certificate of
Incorporation of Devon Energy Corporation, a Delaware corporation
(the "Company"), the Company's By-laws and the Company's
Registration Statement on Form S-8 (the "Registration Statement")
registering up to 32,611 shares of Company Common Stock, subject
to adjustment pursuant to anti-dilution provisions, to be
issuable pursuant to the 1985, 1990 and 1993 Conditional Stock
Award Programs of PennzEnergy Company, a Delaware corporation
(the "Plans") previously assumed by the Company in connection
with the Amended and Restated Agreement and Plan of Merger dated
as of May 19, 1999, described in the Prospectus to the Company's
Registration Statement on Form S-4 filed with the Securities and
exchange Commission on July 15, 1999, and have generally
conducted such investigations as we have deemed appropriate to
satisfy ourselves with respect to the opinions expressed herein.
Based upon the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
2. The shares of Common Stock to be issued pursuant to
the Plans have been duly and validly authorized for
issuance and, when issued pursuant to and in accordance
with the Plans, will be validly issued, fully paid
and nonassessable in accordance with the Delaware
General Corporation Law.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
McAFEE & TAFT A PROFESSIONAL CORPORATION
McAfee & Taft A Professional Corporation
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Devon Energy Corporation
We consent to incorporation by reference herein of our
report dated January 26, 1999, relating to the consolidated
balance sheets of Devon Energy Corporation and subsidiaries
as of December 31, 1998, 1997 and 1996 and the related
consolidated statements of operations, stockholders' equity,
and cash flows for each of the years then ended, which
report appears in the December 31, 1998 annual report on
Form 10-K of Devon Energy Corporation.
KPMG LLP
Oklahoma City, Oklahoma
March 9, 2000
Exhibit 23.2
[Letterhead of Deloitte & Touche LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
registration statement on Form S-8 of Devon Energy
Corporation of our report dated January 20, 1999 to the
shareholders of Northstar Energy Corporation, relating to
the consolidated balance sheets of Northstar Energy
Corporation and subsidiaries as at December 31, 1998 and
1997 and the related consolidated statements of operations
and comprehensive income (loss), stockholders' equity, and
cash flows for each of the years then ended, which report
appears in the December 31, 1998 annual report on Form 10-K
of Devon Energy Corporation.
/s/ DELOITTE & TOUCHE LLP
Chartered Accountants
Calgary, Alberta
Canada
March 8, 2000
Exhibit 23.3
[Letterhead of PriceWaterhouseCoopers LLP]
INDEPENDENT AUDITOR'S CONSENT
We consent to incorporation by reference in this
registration statement on Form S-8 of Devon Energy
Corporation of our report dated February 5, 1997, relating
to the consolidated balance sheet of Northstar Energy
Corporation and subsidiaries as of December 31, 1996 and the
related consolidated statements of operations, stockholders'
equity, and cash flows for the year then ended, which report
appears in the December 31, 1998 annual report on Form 10-K
of Devon Energy Corporation.
PRICEWATERHOUSECOOPERS LLP
Calgary, Alberta, Canada
March 8, 2000
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated March 19, 1999 included in the
PennzEnergy Company Form 10-K for the year ended December 31,
1998.
ARTHUR ANDERSEN LLP
Houston, Texas
March 7, 2000
Exhibit 23.6
[Letterhead of LaRoche Petroleum Consultants, Ltd.]
ENGINEER'S CONSENT
We consent to the reference to our appraisal report for Devon
Energy Corporation as of the years ended December 31, 1996, 1997
and 1998, incorporated herein by reference.
LAROCHE PETROLEUM CONSULTANTS, LTD.
WILLIAM E. LAROCHE
William E. LaRoche
Partner
March 7, 2000
Exhibit 23.7
[Letterhead of AMH Group Ltd.]
ENGINEER'S CONSENT
We consent to the reference to our appraisal report for Devon
Energy Corporation as of the years ended December 31, 1996, 1997
and 1998, incorporated herein by reference.
AMH GROUP LTD.
ROBIN C. MANN
Robin C. Mann, P. Eng.
Vice President
March 7, 2000
Exhibit 23.8
[Letterhead of Paddock Lindstrom & Associates Ltd.]
ENGINEER'S CONSENT
We consent the reference to our appraisal for Northstar Energy
Corporation as of the years ended December 31, 1996, 1997 and
1998, incorporated herein by reference.
Paddock Lindstrom & Associates Ltd.
D.L. PADDOCK
D.L. Paddock, P. Eng.
Vice-President
March 7, 2000
Exhibit 23.9
[Letterhead of John P. Hunter & Associates Ltd.]
ENGINEER'S CONSENT
We consent to the reference to our appraisal for Northstar
Energy Corporation as of the years ended December 31, 1996 and
1997, incorporated herein by reference.
JOHN P. HUNTER & ASSOCIATES LTD.
JOHN P. HUNTER
John P. Hunter, P. Eng.
March 8, 2000
Exhibit 23.10
[Letterhead of Ryder Scott Company Petroleum Consultants]
ENGINEER'S CONSENT
We consent to the reference to our appraisal for PennzEnergy
Company as of the years ended December 31, 1996, 1997 and 1998,
incorporated herein by reference.
RYDER SCOTT COMPANY, L.P.
Ryder Scott Company, L.P.
Houston, Texas
March 6, 2000
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. Larry
Nichols, H. Allen Turner and Marian J. Moon, and each or any one
of them, his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any or all amendments (including post-
effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agents, each acting along, full power and authority to do and
perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each
acting alone or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
JAMES L. PATE JOHN A. HAGG
James L. Pate, Chairman of the John A. Hagg, Director
Board and Director
J. LARRY NICHOLS HENRY R. HAMMAN
J. Larry Nichols, President, Henry R. Hamman, Director
Chief Executive Officer and Director
WILLIAM T. VAUGHN WILLIAM J. JOHNSON
William T. Vaughn, Sr. Vice William J. Johnson, Director
President - Finance
DANNY J. HEATLY MICHAEL M. KANOVSKY
Danny J. Heatly, Vice President - Michael M. Kanovsky, Director
Accounting
THOMAS F. FERGUSON ROBERT MOSBACHER, JR.
Thomas F. Ferguson, Director Robert Mosbacher, Jr., Director
DAVID M. GAVRIN H.R. SANDERS, JR.
David M. Gavrin, Director H.R. Sanders, Jr., Director
MICHAEL E. GELLERT BRENT SCOWCROFT
Michael E. Gellert, Director Brent Scowcroft, Director
MOULTON GOODRUM, JR. ROBERT B. WEAVER
Moulton Goodrum, Jr., Director Robert B. Weaver, Director
