Devon Energy Corp Form 425
 

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.

 

 

(RISK FACTORS)

 

(EXECUTIVE BRIEFING PRESENTATION SCHEDULE)

 

(CORPORATE OVERVIEW)

 

(CORPORATE OVERVIEW CONTINUED)

 

(CORPORATE OVERVIEW CONTINUED)

 

(RESERVES GROWTH)

 

(RESERVES PER COMMON SHARE)

 

(PRODUCTION PER COMMON SHARE)

 

(GROWTH STRATEGY)

 

(ACQUISITION CRITERIA)

 

(PER SHARE FINANCIAL CRITERIA)

 

(MITCHELL ACQUISITION)

 

(ANDERSON ACQUISITION)

 

(RESERVES GROWTH FROM M&A*)

 

(INTEGRATION UPDATE)

 

(2002 CORPORATE OBJECTIVES)

 

(DEVON'S GOALS)

 

(OPERATIONS PROFILE)

 

(2001 OPERATIONAL HIGHLIGHTS)

 

(PRO FORMA RESERVES & PRODUCTION)

 

(PRO FORMA 2001 DOMESTIC EXIT RATES)

 

(2001 CANADIAN EXIT RATES)

 

(2001 DRILLING & FACILITIES EXPENDITURES)

 

(2001 ESTIMATED RESULTS)

 

(2001 SCORE CARD)

 

(2002 DRILLING & FACILITIES EXPENDITURES)

 

(2002 E & P CAPITAL BUDGET)

 

(2002 TARGET RESULTS)

 

(2002 TARGETS)

 

(FINANCIAL OUTLOOK)

 

(2001 FINANCIAL HIGHLIGHTS)

 

(PRO FORMA CAPITALIZATION)

 

(FINANCIAL COVENANTS)

 

(AVERAGE COST OF DEBT)

 

(DEBT AMORTIZATION SCHEDULE)

 

(DEBT REDUCTION PLAN)

 

(NON-CORE PROPERTY DIVESTITURES)

 

(DIVESTITURE STATUS)

 

(2002 GAS HEDGES)

 

(2002 GAS HEDGES VS. HISTORICAL PRICES)

 

(2002 OIL HEDGES)

 

(2002 OIL HEDGES VS. HISTORICAL PRICES)

 

(2002 MARGIN SENSITIVITY)

 

(2002 CAPITAL EXPENDITURES)

 

(2001 PRODUCTION ESTIMATES)

 

(2001 VS. 2002 PRODUCTION ESTIMATES)

 

(BARNETT SHALE)

 

(BARNETT SHALE – PLAY STATUS)

 

(BARNETT SHALE – GEOLOGY)

 

(BARNETT SHALE – PLAY STATUS)

 

(MITCHELL – BARNETT SHALE PRODUCTION)

 

(BARNETT SHALE – FRACTURE TECHNOLOGY)

 

(BARNETT SHALE – RE-FRAC TECHNOLOGY)

 

(BARNETT SHALE – TYPICAL WELL)

 

(BARNETT SHALE – GAS IN PLACE)

 

(BARNETT SHALE – CORE AREA)

 

(BARNETT SHALE – CORE AREA DEVELOPMENT)

 

(BARNETT SHALE – UPSIDE POTENTIAL)

 

(BARNETT SHALE – INVENTORY)

 

(BARNETT SHALE – FUTURE POTENTIAL)

 

(BARNETT GATHERING & PROCESSING)

 

(SHALE GAS POTENTIAL)

 

(BARNETT SHALE – SUMMARY)

 

(GULF/GULF COAST)

 

(GULF DIVISION – FOCUS AREAS)

 

(OUTLINE – TEXAS SHELF EXPLORATION)

 

(TEXAS SHELF PROSPECT INVENTORY)

 

(AMPLITUDE VS OFFSET (AVO))

 

(GA 424 ‘GRAYS’ PROSPECT)

 

(OUTLINE – DEEPWATER GULF OF MEXICO)

 

(GULF OF MEXICO DEEPWATER – PRODUCING AREAS)

 

(DEEPWATER PRODUCTION TIMELINE)

 

(ORION PROJECT UPDATE)

 

(ANGUS COMPLEX)

 

(MANATEE – JULY 2001)

 

(DEEPWATER EXPLORATION)

 

(CORTES PROSPECT)

 

(GC 102 HIGGS PROSPECT)

 

(OUTLINE – SOUTH TEXAS)

 

(SOUTH TEXAS)

 

(CRETACEOUS CARBONATE TREND)

 

(EDWARDS TREND: INVERSION)

 

(OUTLINE – APPLIED NEW TECHNOLOGIES)

 

(GULF DIVISION FOCUS AREAS)

 

(RAY RANCH AREA DRILLING RESULTS)

 

(RAY #104 – KERR FIELD)

 

(EUGENE ISLAND BLOCK 337)

 

(EUGENE ISLAND BLOCK 337 CONTINUED)

 

(CYRUS DISCOVERY AND DEVELOPMENT)

 

(3D/4C SEISMIC PROGRAMS)

 

(MARINE OBC SEISMOLOGY)

 

(3D MIGRATION COMPARISON)

 

(WEST CAMERON EXPLORATION)

 

(EUGENE & SOUTH MARSH ISLAND AREAS)

 

(OUTLINE – SUMMARY)

 

(2002 PROJECTED PRODUCTION)

 

(SUMMARY)

 

(CANADA)

 

(OUTLINE – CANADIAN INDUSTRY OVERVIEW)

 

(CANADIAN CONTRIBUTION TO N.A. MARKET)

 

(WESTERN CANADIAN GAS)

 

(WESTERN CANADIAN CONVENTIONAL OIL)

 

(WESTERN CANADIAN OIL RESERVES)

 

(OUTLINE – DEVON CANADA OVERVIEW)

 

(DEVON CANADA ATTRIBUTES)

 

(INDEPENDENTS IN CANADA)

 

(AREAS OF OPERATION)

 

(2001 PRO FORMA CANADIAN STATISTICS)

 

(CANADIAN PRODUCTION & RESERVES)

 

(KEY CANADIAN ASSETS)

 

(WESTERN CANADIAN SEDIMENTARY BASIN)

 

(OUTLINE – NEAR-TERM GROWTH PROJECTS)

 

(SHALLOW GAS – PHOTO)

 

(SHALLOW GAS)

 

(SHALLOW GAS – NE ALBERTA)

 

(SHALLOW GAS – NE BRITISH COLUMBIA)

 

(PEACE RIVER ARCH)

 

(PEACE RIVER ARCH CONTINUED)

 

(PEACE RIVER ARCH – FUTURE PLANS)

 

(DEEP BASIN)

 

(DEEP BASIN CONTINUED)

 

(DEEP BASIN – CRETACEOUS)

 

(DEEP BASIN – DEVONIAN)

 

(DEEP BASIN – 2002 PLANS)

 

(SLAVE POINT)

 

(SLAVE POINT – HAMBURG/LADYFERN)

 

(SLAVE POINT – HAMBURG SEISMIC)

 

(SLAVE POINT – FUTURE PLANS)

 

(FOOTHILLS)

 

(NORTHERN FOOTHILLS – DEEP)

 

(POST-ANDERSON NORTHERN FOOTHILLS)

 

(NORTHERN FOOTHILLS – SHALLOW)

 

(NORTHERN FOOTHILLS)

 

(NORTHERN FOOTHILLS – FUTURE PLANS)

 

(NORTHERN FOOTHILLS – PRODUCTION)

 

(OUTLINE – LONG-TERM/HIGH-POTENTIAL OPPORTUNITIES)

 

(MACKENZIE DELTA / BEAUFORT SEA)

 

(MACKENZIE DELTA / BEAUFORT SEA CONTINUED)

 

(NORTHERN PIPELINE PROPOSALS)

 

(NORTH OF 60º – FUTURE PLANS)

 

(THERMAL HEAVY OIL)

 

(THERMAL HEAVY OIL – SURMONT)

 

(THERMAL HEAVY OIL – TROUT & CHRISTINA LAKE)

 

(OUTLINE – SUMMARY)

 

(PORTFOLIO OF OPPORTUNITIES)

 

(SUMMARY)

 

(INTERNATIONAL)

 

(INTERNATIONAL DIVISION CHARACTERISTICS)

 

(OUTLINE – CHINA)

 

(CHINA PROGRAM)

 

(PANYU PROJECT)

 

(CHINA EXPLORATION)

 

(NORTH CAPRICORN PROSPECT)

 

(NORTH CAPRICORN PROSPECT CONTINUED)

 

(CHINA PRODUCTION POTENTIAL)

 

(OUTLINE – WEST AFRICA EXPLORATION)

 

(WEST AFRICA DEEPWATER PROGRAM)

 

(MITIGATING DEEPWATER RISK)

 

(MARINE IX – CONGO)

 

(AGALI – GABON)

 

(AGALI – GABON CONTINUED)

 

(KETA – GHANA)

 

(KETA – GHANA CONTINUED)

 

(OUTLINE – AZERBAIJAN – ACG FIELD)

 

(ACG – AZERBAIJAN)

 

(INTERNATIONAL DIVISION SUMMARY)

 

(COALBED METHANE)

 

(OUTLINE – NORTH AMERICAN CBM RESOURCES)

 

(NORTH AMERICAN CBM RESOURCES)

 

(TOTAL US CBM PRODUCTION)

 

(EMERGING CBM BASIN PRODUCTION)

 

(OUTLINE – DEVON'S PRODUCING CBM PROJECTS)

 

(DEVON COALBED METHANE)

 

(COALBED METHANE PROJECT COMPARISON)

 

(DEVON PRODUCING CBM PROJECTS)

 

(SAN JUAN BASIN)

 

(IMPORTANCE OF SAN JUAN BASIN)

 

(POWDER RIVER BASIN)

 

(TOTAL POWDER RIVER BASIN CBM)

 

(POWDER RIVER CBM: 2001 HIGHLIGHTS)

 

(POWDER RIVER BASIN CBM PILOT AREAS)

 

(POWDER RIVER BASIN CBM: 2002 PLANS)

 

(RATON BASIN)

 

(RATON HIGHLIGHTS)

 

(CHEROKEE BASIN COALBED METHANE)

 

(CHEROKEE BASIN CBM 2001 HIGHLIGHTS)

 

(CHEROKEE BASIN CBM 2002 PLAN)

 

(OUTLINE – DEVON'S FUTURE CBM PROJECTS)

 

(NEW COALBED METHANE PROJECTS)

 

(CANADIAN DIVISION)

 

(ROCKY MOUNTAIN DIVISION)

 

(PERMIAN/MID-CONTINENT DIVISION)

 

(COALBED METHANE: 2002 SUMMARY)

 

(COALBED METHANE TARGET RATES)

 

(SUMMARY)

 

(2002 CORPORATE OBJECTIVES)

 

(DEVON'S GOALS)

 

(DEVON'S GOALS CONTINUED)

 

(DEVON'S GOALS CONTINUED)

 

(DEVON'S GOALS CONTINUED)

 

(DEVON'S GOALS CONTINUED)