EXHIBIT 99.4
DEVON FINANCING CORPORATION, U.L.C.
-----------------
OFFER TO EXCHANGE
$1,750,000,000
6.875% Notes due 2011
for
$1,750,000,000
6.875% Notes due 2011
that have been registered under the Securities Act of 1933
and
$1,250,000,000
7.875% Debentures due 2031
for
$1,250,000,000
7.875% Debentures due 2031
that have been registered under the Securities Act of 1933
-----------------
Fully and unconditionally guaranteed by
Devon Energy Corporation
-----------------
To: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Devon Financing Corporation, U.L.C., an unlimited liability company
organized under the laws of the province of Nova Scotia (the "Company"), is
offering to exchange (the "Exchange Offer"), upon and subject to the terms and
conditions set forth in the enclosed prospectus, dated January , 2002
(the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), its 6.875% Notes due 2011, which are registered under the
Securities Act of 1933 (the "Exchange Notes"), for its outstanding unregistered
6.875% Notes due 2011 issued on October 3, 2001 (the "Unregistered Notes"), and
its 7.875% Debentures due 2031, which are registered under the Securities Act
of 1933 (the "Exchange Debentures" and, together with the Exchange Notes, the
"Exchange Securities"), for its outstanding unregistered 7.875% Debentures due
2031 issued on October 3, 2001 (the "Unregistered Debentures" and, together
with the Unregistered Notes, the "Unregistered Securities"). The Exchange Offer
is being made in order to satisfy certain obligations of the Company contained
in the Registration Rights Agreement, dated as of October 3, 2001, among the
Company, Devon Energy Corporation and the initial purchasers.
In connection with the Exchange Offer, we are requesting that you contact
your clients for whom you hold Unregistered Securities registered in your name
or in the name of your nominee, or who hold Unregistered Securities registered
in their own names. The Company has not retained any dealer-manager in
connection with the Exchange Offer and will not make any payments to brokers,
dealers or others soliciting acceptance of the Exchange Offer. The Company,
however, will pay or cause to be paid all transfer taxes applicable to the
exchange of Unregistered Securities pursuant to the Exchange Offer, except as
set forth in the Prospectus and the Letter of Transmittal.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. Prospectus dated January __, 2002;
2. A Letter of Transmittal for your use and for the information of your
clients;
3. A form of Notice of Guaranteed Delivery;
4. A form of letter which may be sent to your clients for whose account
you hold Unregistered Securities registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON , 2002 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN
THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE
UNREGISTERED SECURITIES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER
OF TRANSMITTAL, AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Unregistered Securities (or a timely
confirmation of book-entry transfer of such Unregistered Securities into the
Exchange Agent's account at DTC, Euroclear or Clearstream) should be received
by the Exchange Agent, all in accordance with the instructions set forth in the
Prospectus and the Letter of Transmittal.
If holders of Unregistered Securities wish to tender, but it is
impracticable for them to forward their certificates for Unregistered
Securities prior to the expiration of the Exchange Offer or to comply with the
book-entry transfer procedures on a timely basis, a tender may be effected by
following the guaranteed delivery procedures described in the Prospectus and
the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Exchange Agent at its address and telephone number set forth on the front of
the Letter of Transmittal.
Very truly yours,
Devon Financing Corporation, U.L.C.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.