EXHIBIT 99.2
PennzEnergy
Company
PROXY
Proxy Solicited on Behalf of the Board of Directors, Special Meeting of
Stockholders to be held at The Crystal Ballroom at The Rice, August 17, 1999.
The undersigned hereby appoints John B. Chapman, Linda L. Meagher and Bruce K.
Misamore, jointly and severally, proxies with full power of substitution and
resubstitution and with discretionary authority, to represent and to vote, in
accordance with the instructions set forth below, all shares of PennzEnergy
common stock which the undersigned is entitled to vote at the special meeting
of stockholders of PennzEnergy Company, and any adjournment or postponement
thereof. In their discretion, the proxies may vote for a proposal to approve
the amended and restated merger agreement, dated as of May 19, 1999 between
Devon Energy Corporation and PennzEnergy Company and upon such other business
as may properly come before the meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO APPROVE THE AMENDED AND
RESTATED MERGER AGREEMENT, DATED AS OF MAY 19, 1999 BETWEEN DEVON ENERGY
CORPORATION AND PENNZENERGY COMPANY, AND ACCORDING TO THE DISCRETION OF THE
PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
Please mark this proxy as indicated on the reverse side. If you wish to vote in
accordance with the Board of Directors' recommendation, please sign the reverse
side; no boxes need to be checked.
Continued and to be voted and signed on reverse
FOLD AND DETACH HERE
PennzEnergy
Company
Special Meeting of Stockholders
August 17, 1999
The Crystal Ballroom
The Rice
909 Texas Avenue
Houston, Texas 77002
Registration and seating of stockholders begins at 9:30 a.m.
Meeting begins at 10:00 a.m.
Cameras and recording devices will not be allowed in the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1 Please mark [X]
your votes as
indicated
in this
example.
1. Approval of the amended and restated FOR AGAINST ABSTAIN
merger agreement dated as of May 19, [ ] [ ] [ ]
1999, between Devon Energy Corporation
and PennzEnergy Company.
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
duly authorized officer. If a partnership, please sign in partnership name by
authorized persons.
SIGNATURE ______________________________________________________________________
TITLE ______________________________ DATE _______________________________, 1999
SIGNATURE ______________________________________________________________________
TITLE ______________________________ DATE _______________________________, 1999
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FOLD AND DETACH HERE
VOTE BY TELEPHONE
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the named proxies to vote your shares in the
same manner
as if you marked, signed and returned your proxy card.
You will be asked to enter a Control Number which is located in the box in the
lower right hand corner of this form.
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OPTION #1: To vote as the Board of Directors recommends: Press 1
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When asked, please confirm your vote by pressing 1.
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OPTION #2: If you choose to vote on the merger proposal separately, Press 0.
You will hear these instructions:
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Proposal 1: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0. When
asked, please confirm your vote by pressing 1.
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PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF YOU VOTED BY PHONE
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CONTROL NUMBER
FOR TELEPHONE VOTING
Call ** Toll Free ** On a Touch-Tone Telephone
1-888-215-8522 - ANYTIME
There is NO CHARGE to you for this
call.