As Filed with the Securities and Exchange Commission on January 24, 2002
Registration No. 333-68694
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
ON 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)
MITCHELL ENERGY & DEVELOPMENT CORP. 1995 STOCK OPTION PLAN**
MITCHELL ENERGY & DEVELOPMENT CORP. 1999 STOCK OPTION PLAN**
(Full title of the plans)
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
PROPOSED PROPOSED
TITLE OF AMOUNT TO MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED (2) PER SHARE OFFERING PRICE FEE
Devon Common Stock (1) 759,800 Shares (a) (3) (3) (3)
Devon Common Stock (1) 794,303 Shares (b) (3) (3) (3)
Total 1,554,103 Shares (3) (3) (3)
===========
(1) Includes the stock purchase rights associated with the Common Stock of
Devon Energy Corporation, a Delaware Corporation ("Devon" or the
"Registrant").
(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) Mitchell Energy & Development Corp. 1995 Stock Option Plan
(b) Mitchell Energy & Development Corp. 1999 Stock Option Plan
(3) All filing fees payable in connection with the issuance of these
securities were previously paid in connection with the filing of the
Registrant's registration statement on Form S-4 (File Nos. 333-68694
and 333-68694-01).
* Filed as a post-effective amendment on Form S-8 to the Form S-4
registration statement. See "Explanatory Notes."
** As further described herein under "Explanatory Notes."
2
EXPLANATORY NOTES
Devon Energy Corporation, a Delaware corporation ("Devon" or the
"Registrant"), hereby amends its registration statement on Form S-4 (File No.
333-68694) by filing this Post-Effective Amendment No. 1 on Form S-8
("Post-Effective Amendment") relating to up to 1,554,103 shares of common stock,
par value $0.10, of Devon (the "Common Stock") issuable upon exercise of options
granted pursuant to various plans of Mitchell Energy & Development Corp., a
Texas Corporation ("Mitchell"). All shares of common stock issuable upon
exercise of the options granted pursuant to the plans covered by this
Post-Effective Amendment were previously included in the Form S-4.
Pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of August 13, 2001 (the "Merger Agreement"), by and among Devon, Devon
NewCo Corporation, Devon Holdco Corporation, Devon Merger Corporation, Mitchell
Merger Corporation and Mitchell Energy & Development Corp. ("Mitchell"), on
January 24, 2002, Mitchell merged with and into Devon NewCo Corporation with
Devon NewCo Corporation as the surviving corporation and a wholly owned
subsidiary of Devon (the "Merger"). Pursuant to the Merger Agreement, at the
effective time of the Merger, all options then outstanding under the stock
option plans of Mitchell remain outstanding but cease to represent a right to
acquire Mitchell common stock and convert into options to purchase shares of
Devon common stock. The stock option plans included in the terms of the Merger
Agreement are:
(a) Mitchell Energy & Development Corp. 1995 Stock Option Plan
(b) Mitchell Energy & Development Corp. 1999 Stock Option Plan
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
Item 1. Plan Information (1)
Item 2. Registrant Information and Employee Plan Annual Information (1)
----------
(1) Information required by Part I to be contained in a Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Note to Part
I of the Form S-8 and has been or will be sent or given to participants in the
Plans as specified in Rule 428(b)(1).
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 Mitchell Energy & Development Corp., a Texas corporation
("Mitchell") (Commission file
3
number 1-6959), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
1. Mitchell Energy's Annual Report on Form 10-K for the year
ended December 31, 2000;
2. Mitchell Energy's Amended Annual Report on Form 10-K/A for the
year ended December 31, 2000;
3. Mitchell Energy's Current Report on Form 8-K filed August 14,
2001; and
4. Mitchell Energy's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001, June 30, 2001 and September 30,
2001.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
1. Devon's Annual Report on Form 10-K for the year ended December
31, 2000
2. Devon's Amended Annual Report on Form 10-K/A for the year
ended December 31, 2000;
3. Devon's Current Reports on Form 8-K filed on January 30, 2001,
September 20, 2001, September 26, 2001, September 27, 2001,
October 3, 2001, October 11, 2001, October 12, 2001, October
26, 2001, October 31, 2001, November 1, 2001 (two filings),
November 28, 2001, December 3, 2001, December 12, 2001,
December 21, 2001 and January 18, 2002;
4. Devon's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001;
5. Devon's Amended Quarterly Reports on Form 10-Q/A for the
quarters ended March 31, 2001 and June 30, 2001;
6. The Joint Proxy Statement/Prospectus of Devon and Mitchell
Energy dated December 19, 2001, which is included as part of
the Registration Statement on Form S-4 (File Nos. 333-68694
and 333-68694-01) of the Registrant; and
7. 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 herein 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
4
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.
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 Amended and 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 Amended and 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
5
indemnity for such expenses as the court deems proper. Article VIII 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 has purchased 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 VIII of the by-laws of Registrant contains provisions regarding
indemnification, which parallel those described above.
The Amended and Restated Agreement and Plan of Merger dated as of
August 13, 2001 (the "Merger Agreement"), by and among Devon, Devon NewCo
Corporation, Devon Holdco Corporation, Devon Merger Corporation, Mitchell Merger
Corporation and Mitchell Energy & Development Corp., ("Mitchell Energy"),
provides that for six years after the effective time of the merger, Registrant
will indemnify and hold harmless each person who was a director or officer of
Registrant or Mitchell Energy 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.
The Merger Agreement provides that for six years after the effective
time of the merger, Registrant will indemnify and hold harmless each person who
was a director or officer of Mitchell Energy 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.
6
Item 8. Exhibits
Exhibit No. Document
4.1 Form of Common Stock certificate of Devon Energy Corporation
(incorporated by reference to the description of Devon Energy
Corporation capital stock set forth in the registration statement
on Form S-3 filed on December 15,2000)
4.2 Form of Common Stock certificate of Devon Holdco Corporation
(incorporated by referenced to the description of Devon Holdco
Corporation capital stock set forth in the Amendment No. 3 to
Devon Energy Corporation's registration statement [Registration
No. 333-68694] and Amendment No. 1 to Devon Holdco Corporation's
registration statement [Registration No. 333-68694-01], on Form
S-4, each filed on November 28, 2001)
4.3 Rights Agreement, dated as of August 17,1999,by and between Devon
Energy Corporation and BankBoston, N.A.(incorporated by reference
to Exhibit 4.2 to Devon Energy Corporation's Form 8-K filed on
August 18,1999)
4.4 Amendment to Rights Agreement, dated as of May 25,2000,by and
between Devon Energy Corporation and Fleet National Bank (f/k/a
BankBoston, N.A.) (incorporated by reference to Exhibit 4.2 to
Devon Energy Corporation's definitive proxy statement for a
special meeting of shareholders filed on July 21, 2000)
4.5 Amendment to Rights Agreement, dated as of October 4,2001,by and
between Devon Energy Corporation and Fleet National Bank (f/k/a
Bank Boston, N.A.) (incorporated by reference to Exhibit 99.1 to
Devon Energy Corporation's Form 8-K filed on October 11,2001)
4.6 Description of Capital Stock of Devon Energy Corporation
(incorporated by reference to Exhibit 4.9 to Devon Energy
Corporation's Form 8-K filed on August 18,1999)
4.7 Indenture, dated as of October 3,2001,by and among Devon
Financing Corporation, U.L.C. (as issuer),Devon Energy
Corporation (as guarantor)and The Chase Manhattan Bank (as
trustee) (incorporated by referenced to the description of Devon
Holdco Corporation capital stock set forth in the Amendment No. 3
to Devon Energy Corporation's registration statement
[Registration No. 333-68694] and Amendment No. 1 to Devon Holdco
Corporation's registration statement [Registration No.
333-68694-01], on Form S-4, each filed on November 28, 2001)
4.8 Registration Rights Agreement, dated as of October 3,2001,by and
among Devon Financing Corporation, U.L.C., as Issuer, Devon
Energy Corporation, as Guarantor, and UBS Warburg LLC, Banc of
America Securities LLC, ABN AMRO Incorporated, BMO Nesbitt Burns
Corp., Credit Suisse First Boston Corporation, Deutsche Banc
Alex. Brown Inc., First Union Securities, Inc., J.P. Morgan
Securities Inc., RBC Dominion Securities Corporation, Salomon
Smith Barney Inc., as Initial Purchasers (6.875% Notes due 2011,
7.875% Debentures due 2031) (incorporated by referenced to the
description of Devon Holdco
7
Corporation capital stock set forth in the Amendment No. 3 to
Devon Energy Corporation's registration statement [Registration
No. 333-68694] and Amendment No. 1 to Devon Holdco Corporation's
registration statement [Registration No. 333-68694-01], on Form
S-4, each filed on November 28, 2001)
5.1 Opinion of Mayer, Brown &Platt regarding the legality of the
shares of Devon Energy Corporation common stock and Devon Holdco
Corporation common stock to be registered under this Registration
Statement (incorporated by referenced to the description of Devon
Holdco Corporation capital stock set forth in the Amendment No. 3
to Devon Energy Corporation's registration statement
[Registration No. 333-68694] and Amendment No. 1 to Devon Holdco
Corporation's registration statement [Registration No.
333-68694-01], on Form S-4, each filed on November 28, 2001)
23.1 Consent of Mayer, Brown & Platt (contained in its opinion in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of KPMG LLP (as to its report on the consolidated
financial statements of Devon Holdco Corporation)
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of KPMG LLP (as to its report on the consolidated
financial statements of Anderson Exploration Ltd.)
23.7 Consent of AMH Group, Ltd.***
23.8 Consent of LaRoche Petroleum Consultants, Ltd.***
23.9 Consent of Paddock Lindstrom & Associates Ltd.***
23.10 Consent of Ryder Scott Company, L.P.***
23.11 Consent of Gilbert Laustsen Jung Associates Ltd.***
23.12 Consent of KPMG LLP (as to is report on the consolidated
financial statements of Devon Energy Corporation)
----------
*** Included with the filing of Amendment No. 3 to Devon Energy
Corporation's registration statement (Registration No. 333-68694) and
Amendment No. 1 to Devon Holdco Corporation's registration statement
(Registration No. 333-68694-01), each filed on November 28, 2001.
8
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 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 Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;
(2) that, for the purpose 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.
9
(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.
10
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the Registrant
has 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 24th day of January, 2002.
DEVON ENERGY CORPORATION
By: /s/ J. LARRY NICHOLS
------------------------------------
J. Larry Nichols,
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 24, 2002.
Signature Title
--------- -----
/s/ J. LARRY NICHOLS
----------------------------------- Chairman, President and Chief Executive Officer
J. Larry Nichols
*
----------------------------------- Senior Vice President - Finance
William T. Vaughn
/s/ DANNY J. HEATLY
----------------------------------- Vice President - Accounting
Danny J. Heatly
*
----------------------------------- Director
Thomas F. Ferguson
*
----------------------------------- Director
David M. Gavrin
*
----------------------------------- Director
Michael E. Gellert
*
----------------------------------- Director
John A. Hill
*
----------------------------------- Director
William J. Johnson
11
*
----------------------------------- Director
Michael M. Kanovsky
*
----------------------------------- Director
Robert Mosbacher, Jr.
*
----------------------------------- Director
Robert B. Weaver
----------
* An asterisk denotes execution by J. Larry Nichols and Danny J. Heatly, as
attorney-in-fact.
12
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 Form of Common Stock certificate of Devon Energy Corporation
(incorporated by reference to the description of Devon Energy
Corporation capital stock set forth in the registration
statement on Form S-3 filed on December 15,2000)
4.2 Form of Common Stock certificate of Devon Holdco Corporation
(incorporated by referenced to the description of Devon Holdco
Corporation capital stock set forth in the Amendment No. 3 to
Devon Energy Corporation's registration statement
[Registration No. 333-68694] and Amendment No. 1 to Devon
Holdco Corporation's registration statement [Registration No.
333-68694-01], on Form S-4, each filed on November 28, 2001)
4.3 Rights Agreement, dated as of August 17,1999,by and between
Devon Energy Corporation and BankBoston, N.A.(incorporated by
reference to Exhibit 4.2 to Devon Energy Corporation's Form
8-K filed on August 18,1999)
4.4 Amendment to Rights Agreement, dated as of May 25,2000,by and
between Devon Energy Corporation and Fleet National Bank
(f/k/a BankBoston, N.A.) (incorporated by reference to Exhibit
4.2 to Devon Energy Corporation's definitive proxy statement
for a special meeting of shareholders filed on July 21, 2000)
4.5 Amendment to Rights Agreement, dated as of October 4,2001,by
and between Devon Energy Corporation and Fleet National Bank
(f/k/a Bank Boston, N.A.) (incorporated by reference to
Exhibit 99.1 to Devon Energy Corporation's Form 8-K filed on
October 11,2001)
4.6 Description of Capital Stock of Devon Energy Corporation
(incorporated by reference to Exhibit 4.9 to Devon Energy
Corporation's Form 8-K filed on August 18,1999)
4.7 Indenture, dated as of October 3,2001,by and among Devon
Financing Corporation, U.L.C. (as issuer),Devon Energy
Corporation (as guarantor)and The Chase Manhattan Bank (as
trustee) (incorporated by referenced to the description of
Devon Holdco Corporation capital stock set forth in the
Amendment No. 3 to Devon Energy Corporation's registration
statement [Registration No. 333-68694] and Amendment No. 1 to
Devon Holdco Corporation's registration statement
[Registration No. 333-68694-01], on Form S-4, each filed on
November 28, 2001)
4.8 Registration Rights Agreement, dated as of October 3,2001,by
and among Devon Financing Corporation, U.L.C., as Issuer,
Devon Energy Corporation, as Guarantor, and UBS Warburg LLC,
Banc of America Securities LLC, ABN AMRO Incorporated, BMO
Nesbitt Burns Corp., Credit Suisse First Boston Corporation,
Deutsche Banc Alex. Brown Inc., First Union Securities, Inc.,
J.P. Morgan Securities Inc., RBC Dominion Securities
Corporation, Salomon Smith Barney Inc., as Initial Purchasers
(6.875% Notes due 2011, 7.875% Debentures due 2031)
(incorporated by referenced to the description of Devon Holdco
Corporation capital stock set forth in the Amendment No. 3 to
Devon Energy
13
Corporation's registration statement [Registration No.
333-68694] and Amendment No. 1 to Devon Holdco Corporation's
registration statement [Registration No. 333-68694-01], on
Form S-4, each filed on November 28, 2001)
5.1 Opinion of Mayer, Brown &Platt regarding the legality of the
shares of Devon Energy Corporation common stock and Devon
Holdco Corporation common stock to be registered under this
Registration Statement (incorporated by referenced to the
description of Devon Holdco Corporation capital stock set
forth in the Amendment No. 3 to Devon Energy Corporation's
registration statement [Registration No. 333-68694] and
Amendment No. 1 to Devon Holdco Corporation's registration
statement [Registration No. 333-68694-01], on Form S-4, each
filed on November 28, 2001)
23.1 Consent of Mayer, Brown & Platt (contained in its opinion in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of KPMG LLP (as to its report on the consolidated
financial statements of Devon Holdco Corporation)
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of KPMG LLP (as to its report on the consolidated
financial statements of Anderson Exploration Ltd.)
23.7 Consent of AMH Group, Ltd.***
23.8 Consent of LaRoche Petroleum Consultants, Ltd.***
23.9 Consent of Paddock Lindstrom & Associates Ltd.***
23.10 Consent of Ryder Scott Company, L.P.***
23.11 Consent of Gilbert Laustsen Jung Associates Ltd.***
23.12 Consent of KPMG LLP (as to is report on the consolidated
financial statements of Devon Energy Corporation)
----------
*** Included with the filing of Amendment No. 3 to Devon Energy
Corporation's registration statement (Registration No. 333-68694) and
Amendment No. 1 to Devon Holdco Corporation's registration statement
(Registration No. 333-68694-01), each filed on November 28, 2001.