As Filed with the Securities and Exchange Commission on October 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
Devon Energy Corporation 1997 Stock Option Plan
(Full title of the plan)
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
maximum maximum
offering aggregate
Title of Amount to be price offering Amount of
securities to registered per share price registration
be registered (2) (3) (3) fee
- ------------- ------------ --------- --------- ------------
Devon Common
Stock (1) 4,000,000 Shares $ 57.13 $228,520,000 $60,329.28
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(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 Devon Energy Corporation
1997 Stock Option Plan
(3) Estimated pursuant to Rule 457(c) and (h) solely for the
purposes of computing the registration fee based upon the
average of the high and low prices of the Devon Common
Stock, as reported on the American Stock Exchange Composite
Transactions on October 6, 2000.
PART I
INFORMATION REQUIRED IN THE 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 the
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 Plan 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 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, 1999;
2. Devon's Current Reports on Form 8-K dated January 27,
2000, May 26, 2000, June 5, 2000, June 21, 2000, June
22, 2000, July 12, 2000, July 27, 2000, August 29,
2000, September 12, 2000, September 13, 2000, and
September 19, 2000, and its Current Reports on Form 8-
K/A dated August 1, 2000 and September 22, 2000;
3. Devon's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000, and June 30, 2000; and
4. 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 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 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 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 indemnity for such expenses as the court deems
proper. Article X 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 XIII of the by-laws of Registrant contains
provisions regarding indemnification, which parallel those
described above.
The merger agreement dated May 19, 1999 between Registrant
and PennzEnergy Company, a Delaware corporation ("PennzEnergy"),
provides that for seven 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 PennzEnergy 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 dated May 25, 2000, as amended, between
Registrant and Santa Fe Snyder Corporation ("Santa Fe Snyder"),
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 Santa Fe Snyder 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.
Item 8. Exhibits
Exhibit No. Document
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4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3 to Registrant's
Form 8-K, filed on August 18, 1999).
4.2 Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.2 to Registrant's
definitive proxy statement for a special meeting of
shareholders filed July 21, 2000).
4.3 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Registrant's Form 8-K, filed
on August 18, 1999).
4.4 Registration Rights Agreement dated as of June 22, 2000 by
and among Registrant and Morgan Stanley & Co. Incorporated
and Salomon Smith Barney Inc. (incorporated by reference
to Exhibit 4.1 of Registrant's Form 8-K filed July 12,
2000).
4.5 Amendment to Rights Agreement dated as of May 25, 2000
between Registrant and Fleet National Bank (f/k/a
BankBoston, N.A.) (incorporated by reference to Exhibit
4.2 to Registrant's definitive proxy statement for a
special meeting of shareholders filed July 21, 2000).
4.6 Rights Agreement dated as of August 17, 1999 between
Registrant and BankBoston, N.A. (incorporated by reference
to Exhibit 4.2 to Registrant's Form 8-K filed on August
18, 1999).
4.7 Certificate of Designations of Series A Junior
Participating Preferred Stock of Registrant (incorporated
by reference to Exhibit 4.3 to Registrant's Form 8-K filed
on August 18, 1999).
4.8 Certificate of Designations of the 6.49% Cumulative
Preferred Stock, Series A of Registrant (incorporated by
reference to Exhibit 4.4 to Registrant's Form 8-K filed on
August 18, 1999).
4.9 Description of Capital Stock of Registrant (incorporated
by reference to Exhibit 4.9 to Registrant's Form 8-K filed
on August 18, 1999).
4.10 Amending Support Agreement, dated August 17, 1999, between
the Registrant and Northstar Energy Corporation
(incorporated by reference to Exhibit 4.5 to Registrant's
Form 8-K filed on August 18, 1999).
4.11 Support Agreement, dated December 10, 1998, between the
Registrant and Northstar Energy Corporation (incorporated
by reference to Exhibit 4.1 to Devon Energy Corporation
(Oklahoma)'s (predecessor to Registrant) Form 8-K dated as
of December 11, 1998).
4.12 Exchangeable Share Provisions (incorporated by reference
to Exhibit 4.2 to Devon Energy Corporation (Oklahoma)'s
(predecessor of Registrant) Form 8-K filed December 23,
1998).
4.13 Amended Exchangeable Share Provisions dated as of August
17, 1999 (incorporated by reference to Exhibit 4.17 to
Registrant's Form 10-K for the fiscal year ended December
31, 1999).
4.14 Indenture dated as of June 27, 2000 between Registrant and
The Bank of New York, setting forth the terms of the Zero
Coupon Convertible Senior Debentures due 2020
(incorporated by reference to Exhibit 4.2 to Registrant's
Form 8-K filed July 12, 2000).
4.15 Indenture dated as of December 15, 1992 between Registrant
(as successor by merger to PennzEnergy, as successor by
merger to Pennzoil Company) and Texas Commerce Bank
National Association, Trustee (incorporated by reference
to Exhibit 4(o) to Pennzoil Company's Form 10-K filed
March 10, 1993 (SEC File No. 1-5591)).
4.16 Third Supplemental Indenture dated as of August 3, 1998 to
Indenture dated as of December 15, 1992 among Registrant
(as successor by merger to PennzEnergy) and Chase Bank of
Texas, National Association, setting forth the terms of
the 4.90% Exchangeable Senior Debentures due August 15,
2008 (incorporated by reference to Exhibit 4(g) to
PennzEnergy Company's 1998 Form 10-K filed March 23,
1999).
4.17 Fourth Supplemental Indenture dated as of August 3, 1998
to Indenture dated as of December 15, 1992 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association, setting forth
the terms of the 4.95% Exchangeable Senior Debentures due
August 15, 2008 (incorporated by reference to Exhibit 4(h)
to PennzEnergy Company's 1998 Form 10-K filed March 23,
1999).
4.18 Fifth Supplemental Indenture dated as of August 17, 1999
to Indenture dated as of December 15, 1992 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association (incorporated by
reference to Exhibit 4.7 to Registrant's Form 8-K filed
August 18, 1999).
4.19 Indenture dated as of February 15, 1986 among Registrant
(as successor by merger to PennzEnergy) and Chase Bank of
Texas, National Association (incorporated by reference to
Exhibit 4(a) to Pennzoil Company's Form 10-Q filed July
31, 1986 (SEC File No. 1-5591).
4.20 First Supplemental Indenture dated as of August 17, 1999
to Indenture dated as of February 15, 1986 among
Registrant (as successor by merger to PennzEnergy) and
Chase Bank of Texas, National Association (incorporated by
reference to Exhibit 4.8 to Registrant's Form 8-K filed
August 18, 1999).
4.21 Senior Indenture dated as of June 1, 1999 between Santa Fe
Snyder and The Bank of New York, as Trustee, relating to
Santa Fe Snyder's senior debt securities, including form
of senior debt security (incorporated by reference to
Exhibit 4.1 to Santa Fe Snyder's Form 8-K filed on June
15, 1999).
4.22 First Supplemental Indenture dated as of June 14, 1999 to
Senior Indenture dated June 1, 1999 between Santa Fe
Snyder and The Bank of New York, as Trustee, relating to
Santa Fe Snyder's 8.05% Senior Notes due 2004, including
form of 8.05% Senior Notes due 2004 (incorporated by
reference to Exhibit 4.2 to Santa Fe Snyder's Form 8-K
filed on June 15, 1999).
4.23 Indenture dated as of June 10, 1997 between Snyder Oil
Corporation (as predecessor by merger to Santa Fe Snyder)
("Snyder Oil") and Texas Commerce Bank National
Association relating to Snyder Oil's 8 3/4% Senior
Subordinated Notes due 2007 (incorporated by reference to
Exhibit 4.1 to Snyder Oil's Form 8-K dated June 10, 1997
[Commission File No. 1-10509]).
4.24 First Supplemental Indenture dated as of June 10, 1997 to
Indenture dated as of June 10, 1997 between Snyder Oil and
Texas Commerce Bank National Association relating to
Snyder Oil's 8 3/4% Senior Subordinated Notes due 2007
(incorporated by reference to Exhibit 4.2 to Snyder Oil's
Form 8-K dated June 10, 1997 [Commission File No. 1-
10509]).
4.25 Second Supplemental Indenture dated as of June 10, 1997 to
Indenture dated as of June 10, 1997 between Snyder Oil and
Texas Commerce Bank National Association relating to
Snyder Oil's 8 3/4% Senior Subordinated Notes due 2007
(incorporated by reference to Exhibit 4.3 to Snyder Oil's
Form 8-K dated June 10, 1997).
5.1 Opinion of McAfee & Taft A Professional Corporation.
23.1 Consent of McAfee & Taft A Professional Corporation
(contained in its opinion in Exhibit 5.1).
23.2 Consent of KPMG LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of LaRoche Petroleum Consultants, Ltd.
23.5 Consent of AMH Group, Ltd.
23.6 Consent of Paddock Lindstrom & Associates Ltd.
23.7 Consent of Ryder Scott Company, L.P.
23.8 Consent of PricewaterhouseCoopers LLP
23.9 Consent of Ryder Scott Company, L.P.
24.1 Power of Attorney
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.
(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.
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form
S-8 and has duly 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 10th day of
October, 2000.
DEVON ENERGY CORPORATION
By: J. LARRY NICHOLS
J. Larry Nichols,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on October 10, 2000.
Signature Title
--------- -----
J. LARRY NICHOLS Chairman of the Board, President
J. Larry Nichols and Chief Executive Officer
Vice Chairman of the Board and
James L. Payne Director
WILLIAM T. VAUGHN Senior Vice President - Finance
William T. Vaughn
DANNY J. HEATLY Vice President - Accounting
Danny J. Heatly
THOMAS F. FERGUSON Director
Thomas F. Ferguson
DAVID M. GAVRIN Director
David M. Gavrin
Director
Michael E. Gellert
WILLIAM E. GREEHEY Director
William E. Greehey
JOHN A. HILL Director
John A. Hill
WILLIAM J. JOHNSON Director
William J. Johnson
MICHAEL M. KANOVSKY Director
Michael M. Kanovsky
Director
Melvyn N. Klein
ROBERT MOSBACHER, JR. Director
Robert Mosbacher, Jr.
ROBERT B. WEAVER Director
Robert B. Weaver
Index to Exhibits
Exhibit
No. Document Method of Filing
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4.1 Restated Certificate of Incorporated herein by
Incorporation of the reference
Registrant
4.2 Amended and Restated By-laws Incorporated herein by
of the Registrant reference
4.3 Form of Common Stock Incorporated herein by
Certificate reference
4.4 Amendment to Rights Incorporated herein by
Agreement dated as of May reference
25, 2000 between Registrant
and Fleet National Bank
(f/k/a BankBoston, N.A.)
4.5 Registration Rights Incorporated herein by
Agreement dated as of June reference
22, 2000 by and among
Registrant and Morgan
Stanley & Co. Incorporated
and Salomon Smith Barney
Inc.
4.6 Rights Agreement dated as of Incorporated herein by
August 17, 1999 between reference
Registrant and BankBoston,
N.A.
4.7 Certificate of Designations Incorporated herein by
of Series A Junior reference
Participating Preferred
Stock of Registrant
4.8 Certificate of Designations Incorporated herein by
of the 6.49% Cumulative reference
Preferred Stock, Series A of
Registrant
4.9 Description of Capital Stock Incorporated herein by
of Registrant reference
4.10 Amending Support Agreement, Incorporated herein by
dated August 17, 1999, reference
between the Registrant and
Northstar Energy Corporation
4.11 Support Agreement, dated Incorporated herein by
December 10, 1998, between reference
the Registrant and Northstar
Energy Corporation
4.12 Exchangeable Share Incorporated herein by
Provisions reference
4.13 Amended Exchangeable Share Incorporated herein by
Provisions dated as of reference
August 17, 1999
4.14 Indenture dated as of June Incorporated herein by
27, 2000 between Registrant reference
and The Bank of New York,
setting forth the terms of
the Zero Coupon Convertible
Senior Debentures due 2020
4.15 Indenture dated as of Incorporated herein by
December 15, 1992 between reference
Registrant (as successor by
merger to PennzEnergy, as
successor by merger to
Pennzoil Company) and Texas
Commerce Bank National
Association, Trustee
4.16 Third Supplemental Indenture Incorporated herein by
dated as of August 3, 1998 reference
to Indenture dated as of
December 15, 1992 among
Registrant (as successor by
merger to PennzEnergy) and
Chase Bank of Texas,
National Association,
setting forth the terms of
the 4.90% Exchangeable
Senior Debentures due August
15, 2008
4.17 Fourth Supplemental Incorporated herein by
Indenture dated as of August reference
3, 1998 to Indenture dated
as of December 15, 1992
among Registrant (as
successor by merger to
PennzEnergy) and Chase Bank
of Texas, National
Association, setting forth
the terms of the 4.95%
Exchangeable Senior
Debentures due August 15,
2008
4.18 Fifth Supplemental Indenture Incorporated herein by
dated as of August 17, 1999 reference
to Indenture dated as of
December 15, 1992 among
Registrant (as successor by
merger to PennzEnergy) and
Chase Bank of Texas,
National Association
4.19 Indenture dated as of Incorporated herein by
February 15, 1986 among reference
Registrant (as successor by
merger to PennzEnergy) and
Chase Bank of Texas,
National Association
4.20 First Supplemental Indenture Incorporated herein by
dated as of August 17, 1999 reference
to Indenture dated as of
February 15, 1986 among
Registrant (as successor by
merger to PennzEnergy) and
Chase Bank of Texas,
National Association
4.21 Senior Indenture dated as of Incorporated herein by
June 1, 1999 between Santa reference
Fe Snyder and The Bank of
New York, as Trustee,
relating to Santa Fe
Snyder's senior debt
securities, including form
of senior debt security
4.22 First Supplemental Indenture Incorporated herein by
dated as of June 14, 1999 to reference
Senior Indenture dated June
1, 1999 between Santa Fe
Snyder and The Bank of New
York, as Trustee, relating
to Santa Fe Snyder's 8.05%
Senior Notes due 2004,
including form of 8.05%
Senior Notes due 2004
4.23 Indenture dated as of June Incorporated herein by
10, 1997 between Snyder Oil reference
Corporation (as predecessor
by merger to Santa Fe
Snyder) ("Snyder Oil") and
Texas Commerce Bank National
Association relating to
Snyder Oil's 8 3/4% Senior
Subordinated Notes due 2007
4.24 First Supplemental Indenture Incorporated herein by
dated as of June 10, 1997 to reference
Indenture dated as of June
10, 1997 between Snyder Oil
and Texas Commerce Bank
National Association
relating to Snyder Oil's 8
3/4% Senior Subordinated
Notes due 2007
4.25 Second Supplemental Incorporated herein by
Indenture dated as of June reference
10, 1997 to Indenture dated
as of June 10, 1997 between
Snyder Oil and Texas
Commerce Bank National
Association relating to
Snyder Oil's 8 3/4% Senior
Subordinated Notes due 2007
5.1 Opinion of McAfee & Taft A Filed herewith
Professional Corporation. electronically
23.1 Consent of McAfee & Taft A Filed herewith
Professional Corporation electronically
(contained in its opinion in
Exhibit 5.1)
23.2 Consent of KPMG LLP Filed herewith
electronically
23.3 Consent of Deloitte & Touche Filed herewith
LLP electronically
23.4 Consent of LaRoche Petroleum Filed herewith
Consultants, Ltd. electronically
23.5 Consent of AMH Group, Ltd. Filed herewith
electronically
23.6 Consent of Paddock Lindstrom Filed herewith
& Associates Ltd. electronically
23.7 Consent of Ryder Scott Filed herewith
Company, L.P. electronically
23.8 Consent of Filed herewith
PricewaterhouseCoopers LLP electronically
23.9 Consent of Ryder Scott Filed herewith
Company, L.P. electronically
24.1 Power of Attorney Filed herewith
electronically