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 Reported) January 18, 2002

DEVON ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

        Delaware                         000-30176             73-1567067
---------------------------------- --------------------   ---------------------
 (State or Other Jurisdiction           (Commission           (IRS Employer
      of Incorporation)                 File Number)        Identification No.)

20 North Broadway, Suite 1500, Oklahoma City, Oklahoma           73102-8260
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Address of Principal Executive Office)                           (Zip Code)

Registrant's telephone number, including area code    (405) 235-3611
                                                   -----------------------------

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          (Former Name or Former Address, if Changed Since Last Report)	

 
ITEM 5. OTHER EVENTS
Attached to this Form 8-K are filings that Devon Energy Corporation and Mitchell Energy & Development Corp. have made with the Securities and Exchange Commission pursuant to Rule 425 of the Securities Act of 1933, as amended, between November 28, 2001 (the date on which Devon filed a Form 8-K to incorporate previously filed Rule 425 documents between August 24, 2001 and November 28, 2001) and the date on which this Form 8-K is being filed. Devon is filing this Form 8-K so that these previously filed documents will be incorporated by reference into the registration statement (Registration Nos. 333-68694 and 333-68694-01) pursuant to which the stock that will be issued in connection with Devon's acquisition of Mitchell will be registered.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
See the Exhibit Index, which is incorporated by reference into this item.
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DEVON ENERGY CORPORATION

Date: January 18, 2002                             By:  /s/ MARIAN J. MOON
                                                      --------------------------
                                                       Marian J. Moon
                                                       Senior Vice President	

EXHIBIT INDEX

EXHIBIT
NUMBER                 DESCRIPTION
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99.1              Press Release dated December 11, 2001, filed by Devon Energy
                  Corporation pursuant to Rule 425 of the Securities Act of 1933
                  on December 11, 2001.

99.2              Slide presentation by Devon Energy Corporation, filed by Devon
                  pursuant to Rule 425 of the Securities Act of 1933 on December
                  12, 2001.

99.3              Press Release dated December 19, 2001, filed by Devon Energy
                  Corporation pursuant to Rule 425 of the Securities Act of 1933
                  on December 20, 2001.

99.4              Press Release dated December 20, 2001, filed by Devon Energy
                  Corporation pursuant to Rule 425 of the Securities Act of 1933
                  on December 20, 2001.	

EXHIBIT 99.1
FILED BY DEVON ENERGY CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: MITCHELL ENERGY & DEVELOPMENT CORP.
COMMISSION FILE NO. 333-68694
[DEVON ENERGY LETTERHEAD]
NEWS RELEASE

INVESTOR CONTACT: Zack Hager

                  Manager, Investor Relations
                  (405) 552-4526

MEDIA CONTACT:    Michael Barrett
                  Manager, Corporate Communications
                  (405) 228-4252	

DEVON ENERGY HIGH BIDDER ON EASTERN GULF OF MEXICO BLOCKS
OKLAHOMA CITY (Dec. 11, 2001) -- Devon Energy Corporation (AMEX: DVN, TSE: NSX) reported that it was the apparent high bidder on three blocks in Eastern Gulf of Mexico Lease Sale 181. The U. S. government lease sale was held December 5, 2001.
Devon bid with a partner on the three blocks in the Desoto Canyon area. The company's total exposure for its 25 percent share of the high bids is approximately $2.8 million. The bids are subject to approval by the U. S. Department of Interior's Minerals Management Service.
Assuming approval of its bids, Devon will hold 370 lease blocks in federal waters of the Gulf of Mexico. Devon's lease blocks include 257 on the shelf and 113 in deepwater. Of the 370 total blocks, 166 are producing blocks and 204 are exploratory blocks. Devon currently operates 97 platforms in the Gulf of Mexico.
Devon Energy Corporation is an independent energy company engaged in oil and gas exploration, production and property acquisitions. Devon has assets of $7.7 billion, ranks among the top five U.S.-based independent oil and gas producers and is included in the S&P 500 Index.
NOTICE TO INVESTORS CONCERNING DEVON'S PLANS TO ACQUIRE
MITCHELL ENERGY
Investors and security holders are advised to read the definitive joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission in connection with the proposed transaction because it will contain important information. A preliminary joint proxy statement/prospectus has been filed with the SEC by Devon and Mitchell. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by Devon and Mitchell with the SEC at the SEC's web site at www.sec.gov. The definitive joint proxy statement/prospectus and such other documents (relating to Devon) may also be obtained for free from Devon when they become available by directing such request to: Devon Energy Corporation, 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Attention:
Investor Relations, telephone: (405) 552-4570, e-mail: judy.roberts@dvn.com. The definitive joint proxy statement/prospectus and such other documents (relating to Mitchell) may also be obtained for free from Mitchell when they become available by directing such request to: Mitchell Energy & Development Corp., 2001 Timberloch Place, The Woodlands, Texas 77380, Attention: Investor Relations, telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.
Devon, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Devon's shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Devon's Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.
Mitchell, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Mitchell's shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Mitchell's Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.
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EXHIBIT 99.2

Filed by Devon Energy Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: Mitchell Energy & Development Corp.
Commission File No. 333-68694
NOTICE TO INVESTORS CONCERNING DEVON’S PLANS TO ACQUIRE
MITCHELL ENERGY
Investors and security holders are advised to read the definitive joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission in connection with the proposed transaction because it will contain important information. A preliminary joint proxy statement/prospectus has been filed with the SEC by Devon and Mitchell. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by Devon and Mitchell with the SEC at the SEC’s web site at www.sec.gov. The definitive joint proxy statement/prospectus and such other documents (relating to Devon) may also be obtained for free from Devon when they become available by directing such request to: Devon Energy Corporation, 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Attention: Investor Relations, telephone: (405) 552-4570, e-mail: judy.roberts@dvn.com. The definitive joint proxy statement/prospectus and such other documents (relating to Mitchell) may also be obtained for free from Mitchell when they become available by directing such request to: Mitchell Energy & Development Corp., 2001 Timberloch Place, The Woodlands, Texas 77380, Attention: Investor Relations, telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.
Devon, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Devon’s shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Devon’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.
Mitchell, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Mitchell’s shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Mitchell’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.

 

The following slide presentation was presented by Devon Energy Corporation to a group of outside analysts on December 12, 2001.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
EXHIBIT 99.3
FILED BY DEVON ENERGY CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: MITCHELL ENERGY & DEVELOPMENT CORP.
COMMISSION FILE NO. 333-68694
[DEVON ENERGY LETTERHEAD]
NEWS RELEASE

Investor contact: Zack Hager

                  (405) 552-4526

Media contact:    Michael Barrett
                  (405) 228-4252	

DEVON ENERGY AND MITCHELL ENERGY SCHEDULE
SHAREHOLDER MEETINGS
OKLAHOMA CITY, and THE WOODLANDS, TEXAS (Dec. 19, 2001) - Devon Energy Corp. (AMEX: DVN, TSE: NSX) and Mitchell Energy & Development Corp. (NYSE: MND) have scheduled special meetings for their respective shareholders to be held on Jan. 24, 2002. The purpose of the meetings will be for the shareholders to vote upon the proposed acquisition of Mitchell by Devon. The companies expect to close the transaction shortly after the shareholder meetings.
The record date for both shareholder meetings is Dec. 10, 2001. Distribution of the printed proxy materials to shareholders will commence on or about Dec. 21, 2001. Electronic versions of the proxy materials will be accessible via the SEC's "EDGAR" system. Copies of the proxy materials will also be available on the Devon website, , and the Mitchell website, www.mitchellenergy.com, on or about Dec. 24, 2001.
Devon Energy Corporation is an Oklahoma City-based independent energy company engaged in oil and gas exploration, production and property acquisitions. Devon ranks among the top five U.S.-based independent oil and gas producers and is included in the S&P 500 Index.
Mitchell Energy & Development Corp. is an independent producer of natural gas and natural gas liquids. For additional information on Mitchell and its operations, please visit the company's website.
INVESTOR NOTICES
Investors and security holders are advised to read the definitive joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission in connection with the proposed transaction because it contains important information. A joint proxy statement/prospectus has been filed with the SEC by Devon and Mitchell. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by Devon and Mitchell with the SEC at the SEC's web site at www.sec.gov. The definitive joint proxy statement/prospectus and such other documents (relating to Devon) may also be obtained for free from Devon by directing such request to: Devon Energy Corporation, 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Attention: Investor Relations, telephone: (405) 552-4570, e-mail:
judy.roberts@dvn.com. The definitive joint proxy statement/prospectus and such other documents (relating to Mitchell) may also be obtained for free from Mitchell by directing such request to: Mitchell Energy & Development Corp., 2001 Timberloch Place, The Woodlands, Texas 77380, Attention: Investor Relations, telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.
Devon, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Devon's shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Devon's Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus.
Mitchell, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Mitchell's shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Mitchell's Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.
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EXHIBIT 99.4
FILED BY DEVON ENERGY CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: MITCHELL ENERGY & DEVELOPMENT CORP.
COMMISSION FILE NO. 333-68694
[DEVON ENERGY LETTERHEAD]
NEWS RELEASE

Investor contact: Zack Hager

                  (405) 552-4526

Media contact:    Michael Barrett
                  (405) 228-4252	

DEVON ENERGY UPDATES 2002 OIL AND GAS HEDGING POSITION
OKLAHOMA CITY (Dec. 20, 2001) - Devon Energy Corporation (AMEX: DVN, TSE: NSX) announced today that it has entered into additional hedging transactions covering its first quarter 2002 natural gas production. In addition, the company summarized the aggregate effects of all of its 2002 oil and gas hedges in place. Devon's 2002 hedges include oil and gas price swaps, costless collars and fixed-price agreements.
Gas production
For the first quarter of 2002, Devon recently entered into fixed-price physical delivery contracts for natural gas production in the United States and Canada. In the U. S., the company entered into fixed-price physical delivery contracts covering an additional 116,400 million British thermal units (mmbtu) of natural gas per day at an average price of $2.65 per mmbtu. In Canada, the company entered into fixed-price physical delivery contracts covering an additional 118,400 mmbtu of natural gas per day at an average price of $2.46 per mmbtu.
In aggregate, including the recent contracts, Devon has downside price protection in place for about one-half of its expected first quarter 2002 gas production at an average price of $2.94 per mmbtu. For the full year 2002, Devon has downside price protection in place for approximately 39 percent of its expected gas production at an average price of $3.02 per mmbtu.
Oil production
In aggregate, Devon has downside price protection in place for approximately 53,200 barrels of oil per day in 2002 at an average price of $22.34 per barrel. This represents approximately 55 percent of Devon's expected 2002 oil production.
The recent transactions described above update hedges disclosed in Devon's SEC Form 8-K dated Dec. 11, 2001. The expected levels of 2002 oil and gas production referenced above are based upon annual production estimates included in Devon's Form 8-K dated Dec. 11, 2001. These production estimates exclude production attributable to oil and gas properties Devon has designated for disposition in 2002.
This press release includes "forward-looking statements" as defined by the Securities and Exchange Commission. Such statements are those concerning the contemplated transaction and strategic 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 company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the company based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes 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 company. 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. 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.
Devon Energy Corporation is an Oklahoma City-based independent energy company engaged in oil and gas exploration, production and property acquisitions. Devon ranks among the top five U.S.-based independent oil and gas producers and is included in the S&P 500 Index.
NOTICE TO INVESTORS CONCERNING DEVON'S PROPOSED ACQUISITION
OF MITCHELL ENERGY
Investors and security holders are advised to read the definitive joint proxy statement/prospectus included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission in connection with the proposed transaction because it contains important information. A joint proxy statement/prospectus has been filed with the SEC by Devon and Mitchell. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by Devon and Mitchell with the SEC at the SEC's web site at www.sec.gov. The definitive joint proxy statement/prospectus and such other documents (relating to Devon) may also be obtained for free from Devon by directing such request to: Devon Energy Corporation, 20 North Broadway, Suite 1500, Oklahoma City,
Oklahoma 73102-8260, Attention: Investor Relations, telephone: (405) 552-4570, e-mail: judy.roberts@dvn.com. The definitive joint proxy statement/prospectus and such other documents (relating to Mitchell) may also be obtained for free from Mitchell by directing such request to: Mitchell Energy & Development Corp., 2001 Timberloch Place, The Woodlands, Texas 77380, Attention: Investor Relations, telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.
Devon, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Devon's shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Devon's Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus.
Mitchell, its directors, executive officers and certain members of management and employees may be considered "participants in the solicitation" of proxies from Mitchell's shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Mitchell's Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.
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