UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): FEBRUARY 24, 2003 (FEBRUARY 23, 2003) DEVON ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-30176 73-1567067 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification Number) 20 NORTH BROADWAY OKLAHOMA CITY, OKLAHOMA 73102 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (405) 235-3611 NONE (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On February 23, 2003, Devon Energy Corporation ("Devon") entered into an Agreement and Plan of Merger ("Merger Agreement") with Ocean Energy, Inc. ("Ocean") and Devon NewCo Corporation, a wholly owned subsidiary of Devon ("Merger Sub"), providing for the merger of Merger Sub with and into Ocean. The February 24, 2003 news release, announcing the signing of this Merger Agreement, and the Merger Agreement are hereby filed as Exhibits 99.1, and 99.2, respectively, to this Current Report on Form 8-K, and the contents of such Exhibits are incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits News release dated February 24, 2003 Agreement and Plan of Merger dated February 23, 2003 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. DEVON ENERGY CORPORATION By: /s/ Janice A. Dobbs ---------------------------------------- Janice A. Dobbs Corporate Secretary Date: February 24, 2003 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 News release dated February 24, 2003 99.2 Agreement and Plan of Merger dated February 23, 2003