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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
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FOR IMMEDIATE RELEASE
MEDIA CONTACTS: VINCE WHITE
VP COMMUNICATIONS AND INVESTOR RELATIONS
(405) 552-4505
INVESTOR CONTACTS: ZACK HAGER
MANAGER, INVESTOR RELATIONS
(405) 552-4526
DEVON ENERGY COMPLETES PRIVATE DEBT OFFERING
OKLAHOMA CITY, OKLAHOMA, OCTOBER 3, 2001 -- Devon Energy Corporation (AMEX: DVN;
TSE:NSX) announced today that Devon Financing Corporation, U.L.C. has completed
a private placement of 10-year notes and 30-year debentures. The notes and
debentures are fully and unconditionally guaranteed by Devon Energy Corporation.
Devon has issued $1.75 billion in principal amount of 6.875 percent notes due
September 30, 2011. The notes were priced at a spread of 235 basis points above
Treasuries to yield 6.926 percent. Devon has also issued $1.25 billion in
principal amount of 7.875 percent debentures due September 30, 2031. The
debentures were priced at a spread of 245 basis points above Treasuries to yield
7.894 percent.
The proceeds of the notes and debentures are intended to finance a portion of
the purchase prices and costs of Devon's acquisition of Anderson Exploration
Ltd. and Devon's acquisition of Mitchell Energy & Development Corp. Remaining
proceeds would be used for general corporate purposes. General corporate
purposes include the repayment and refinancing of a portion of Devon's debt,
acquisitions, additions to working capital and capital expenditures.
This news release does not constitute an offer to sell or the solicitation of an
offer to buy securities. The offering is being made only to qualified
institutional buyers under Rule 144A and to persons outside the United States in
reliance on Regulation S. The securities have not been registered under United
States or state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements.
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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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