EXHIBIT 99.3
PROXY
OCEAN ENERGY, INC.
SPECIAL MEETING OF STOCKHOLDERS -- APRIL 25, 2003
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Robert K. Reeves and William L. Transier as
proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote as designated below, all the shares of
Common Stock or Series B Convertible Preferred Stock of Ocean Energy, Inc. (the
"Company"), held of record by the undersigned at the close of business on March
17, 2003, at the Special Meeting of Stockholders to be held at The Four Seasons
Hotel, 1300 Lamar, Houston, Texas at 10:00 a.m., local time, on April 25, 2003,
or any adjournment or postponement thereof.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN TO VOTE SHARES HELD BY
THE UNDERSIGNED.
THE UNDERSIGNED ACKNOWLEDGES THAT THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER AND THAT IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 (ADOPTION OF THE
AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 23, 2003, AMONG DEVON ENERGY
CORPORATION, DEVON NEWCO CORPORATION AND OCEAN ENERGY, INC., AS IT MAY BE
AMENDED FROM TIME TO TIME). ABSTENTIONS HAVE THE SAME EFFECT AS A VOTE AGAINST
THE ADOPTION OF THE AGREEMENT. THE INDIVIDUALS NAMED ABOVE ARE AUTHORIZED TO
VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING.
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING OF THE PROXY BY THE
EXECUTION AND SUBMISSION OF A REVISED PROXY BY WRITTEN NOTICE TO THE SECRETARY
OF THE COMPANY OR BY VOTING IN PERSON AT THE MEETING OR BY PROPERLY COMPLETING
AND EXECUTING A LATER DATED PROXY AND DELIVERING IT TO THE SECRETARY OF THE
COMPANY AT OR BEFORE THE COMPANY MEETING.
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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SEE REVERSE SEE REVERSE
SIDE SIDE
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VOTER CONTROL NUMBER
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YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
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VOTE-BY-INTERNET VOTE-BY-TELEPHONE
1. LOG ON TO THE INTERNET AND (Computer OR 1. CALL TOLL-FREE (Telephone
GO TO Graphic) 1-877-PRX-VOTE Graphic)
HTTP://WWW.EPROXYVOTE.COM/OEI (1-877-779-8683)
2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE AND 2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE AND
FOLLOW THE EASY STEPS OUTLINED ON THE SECURED FOLLOW THE EASY RECORDED INSTRUCTIONS.
WEBSITE.
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IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.
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PLEASE MARK
VOTES AS IN
[X] THIS EXAMPLE.
WHEN TIMELY AND PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED BELOW BY THE STOCKHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE
NOT GIVEN, THIS PROXY WILL BE VOTED "FOR" THE MATTERS LISTED BELOW.
1. Adoption of the Agreement and Plan of Merger, dated as of February 23, 2003,
by and among Devon Energy Corporation, Devon NewCo Corporation and Ocean
Energy, Inc., as it may be amended from time to time.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THERE OF,
INCLUDING MATTERS INCIDENT TO ITS CONDUCT SUCH AS ADJOURNMENT, INCLUDING ANY
ADJOURNMENT FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES. NOTWITHSTANDING
THE FOREGOING, PROXIES VOTED AGAINST PROPOSAL 1 WILL NOT BE VOTED IN FAVOR
OF ANY ADJOURNMENT OF THE MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL
PROXIES.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should 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 president
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Signature: __________________________ Date: _________ Signature: ______________________________ Date: ____________
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