8-K 1 h97862e8vk.txt MARATHON OIL CORPORATION - DATED JUNE 18, 2002 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): JUNE 18, 2002 MARATHON OIL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-5153 25-0996816 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5555 SAN FELIPE ROAD, HOUSTON, TEXAS 77056-2723 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 629-6600 ---------- 1 ITEM 5. OTHER EVENTS. On June 18, 2002, Marathon Global Funding Corporation ("Marathon Funding") and Marathon Oil Corporation ("Marathon") entered into an underwriting agreement for the public offering of $400,000,000 aggregate principal amount of Marathon Funding's 6% Notes due 2012 (the "Notes"), fully and unconditionally guaranteed by Marathon. The Notes are to be issued under an Indenture dated June 14, 2002 (the "Indenture") among Marathon Funding, Marathon and JPMorgan Chase Bank, as Trustee. Closing of the issuance and sale of the Notes is scheduled for June 21, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 1.1 Underwriting Agreement dated June 18, 2002 among Marathon Funding, Marathon and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters. 1.2 Pricing Agreement dated June 18, 2002 among Marathon Funding, Marathon and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters. 4.1 Indenture dated June 14, 2002 among Marathon Funding, Marathon and JPMorgan Chase Bank, as Trustee. 4.2 Officers' Certificate delivered pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture dated as of June 21, 2002, providing for the issuance of Marathon Funding's 6% Notes due 2012, fully and unconditionally guaranteed by Marathon. 4.3 Form of Notes (included in Exhibit 4.2 above). 5.1 Opinion of Stewart McKelvey Stirling Scales. 5.2 Opinion of Baker Botts L.L.P. 8.1 Opinion of Macleod Dixon LLP as to certain tax matters. 23.1 Consent of Macleod Dixon LLP (included in Exhibit 8.1). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARATHON OIL CORPORATION Date: June 21, 2002 By: /s/ A.G. ADKINS ------------------------------------ Name: A.G. Adkins Title: Vice President - Accounting and Controller EXHIBIT INDEX
NUMBER EXHIBIT ------ ----------- 1.1 Underwriting Agreement dated June 18, 2002 among Marathon Funding, Marathon and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters. 1.2 Pricing Agreement dated June 18, 2002 among Marathon Funding, Marathon and Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several Underwriters. 4.1 Indenture dated June 14, 2002 among Marathon Funding, Marathon and JPMorgan Chase Bank, as Trustee. 4.2 Officers' Certificate delivered pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture dated as of June 21, 2002, providing for the issuance of Marathon Funding's 6% Notes due 2012, fully and unconditionally guaranteed by Marathon. 4.3 Form of Notes (included in Exhibit 4.2 above). 5.1 Opinion of Stewart McKelvey Stirling Scales. 5.2 Opinion of Baker Botts L.L.P. 8.1 Opinion of Macleod Dixon LLP as to certain tax matters. 23.1 Consent of Macleod Dixon LLP (included in Exhibit 8.1).