-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pca/1ndpFRT+HuG8bWRU3DvvB9i5AoTUTiLH8g7zMMDw1mwkgOwFrUW8wjQwkrtc lCqDwUFKTzBRxnXJTBPttg== 0000055458-99-000005.txt : 19990301 0000055458-99-000005.hdr.sgml : 19990301 ACCESSION NUMBER: 0000055458-99-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KERR MCGEE CORP CENTRAL INDEX KEY: 0000055458 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730311467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03939 FILM NUMBER: 99551609 BUSINESS ADDRESS: STREET 1: KERR MCGEE CTR STREET 2: 123 ROBERT S KERR CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052701313 MAIL ADDRESS: STREET 1: P O BOX 25861 CITY: OKLAHOMA CITY STATE: OK ZIP: 73125 FORMER COMPANY: FORMER CONFORMED NAME: KERR MCGEE OIL INDUSTRIES INC DATE OF NAME CHANGE: 19671227 8-K 1 CURRENT REPORT 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 February 26, 1999 (Date of Report - Date of earliest event reported) KERR-MCGEE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-3939 73-0311467 (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) Kerr-McGee Center Oklahoma City, Oklahoma 73125 (Address of principal executive offices) (Zip Code) (405) 270-1313 (Registrant's telephone number) Item 5. Other Events The merger of Kerr-McGee Corporation and Oryx Energy Company was approved by stockholders of both companies. Legal documents will be filed immediately in Delaware, where both companies are incorporated, to finalize the merger transaction. Kerr-McGee also announced that five directors have been elected to the board of Kerr-McGee, effective immediately upon closing of the merger with Oryx. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 News Release dated February 26, 1999, announcing the stockholders' approval of the merger between Kerr-McGee and Oryx. 99.2 News Release dated February 26, 1999, announcing the election of five directors to the board of Kerr-McGee. SIGNATURES 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. KERR-MCGEE CORPORATION By: (Deborah A. Kitchens) Deborah A. Kitchens Vice President and Controller Dated: February 26, 1999 EX-99 2 EXHIBIT INDEX EXHIBIT INDEX Exhibit No. Description 99.1 News Release dated February 26, 1999, announcing the stockholders' approval of the merger between Kerr-McGee and Oryx. 99.2 News Release dated February 26, 1999, announcing the election of five directors to the board of Kerr-McGee. EX-99.1 3 PRESS RELEASE Exhibit 99.1 Kerr-McGee and Oryx Stockholders Approve Merger OKLAHOMA CITY (Feb. 26, 1999) - The stockholders of Kerr-McGee Corp. (NYSE: KMG) and Oryx Energy Co. (NYSE: ORX) today approved the merger of the two companies during special meetings of the stockholders. Legal documents will be filed immediately in Delaware, where both companies are incorporated, to finalize the merger transaction. "This merger creates America's fourth-largest independent oil and gas exploration and production company, complemented by a world-class titanium dioxide pigment operation," said Luke R. Corbett, chief executive officer of the company. "Immediately after announcing the merger last October, we appointed transition teams to develop a strategic plan and organizational structure that will take advantage of our assets and experienced workforce to ensure our success. We are in position to realize pretax cost savings in excess of $100 million annually." "One of the major advantages of this merger is the financial strength we will have to pursue opportunities worldwide and enhance stockholder value," said Robert L. Keiser, chairman of the company. "With the expertise of our personnel and our exploration and exploitation opportunities, we will continue to grow the company." The combined company has proven reserves of nearly 1 billion barrels of oil equivalent, production of approximately 285,000 barrels of oil equivalent per day, assets of $5.6 billion, and will generate more than $900 million in discretionary cash flow per year. The company will retain the name Kerr-McGee Corp. and maintain its headquarters in Oklahoma City. Kerr-McGee Oil & Gas Corp., a wholly owned subsidiary of Kerr-McGee Corp., will remain headquartered in Houston. The Oryx corporate offices in Dallas will be closed, with only the domestic onshore offices remaining in Dallas. The company's United Kingdom operations are being consolidated in Aberdeen, at the current Oryx U.K. offices. Kerr-McGee's London and Aberdeen offices will be closed; however, the government and public affairs department and some tax staff members will remain in London. The merger will result in the reduction of approximately 40% of the combined oil and gas workforce. Following the merger, Kerr-McGee will have approximately 3,550 employees. The Kerr-McGee board of directors includes the nine Kerr-McGee board members and five new members from the former Oryx board. The issuance of Kerr-McGee stock in the merger will be made only by means of prospectus. # # # (Forward-looking statements in this news release depend on certain events, risks and uncertainties that may be outside the company's control, such as the success of the oil and gas exploration and production program, acceptance of consumer products for which Kerr-McGee's chemical business supplies raw materials, general economic conditions and other risks discussed in the company's Form 10-K and other filings with the SEC. Actual results and developments may differ from those expressed or implied in this news release.) CONTACT: Debbie Schramm (405) 270-2877 Combined Company Fact Sheet - Market capitalization of approximately $4.5 billion - Total assets of approximately $5.6 billion - Worldwide proved reserves of nearly 1 BBOE - Worldwide net production of approximately 285 MBOE/D - Net undeveloped lease holdings of 16.6 million acres - 4th largest independent oil and gas producer - 3rd largest independent producer in the Gulf of Mexico - Largest U.S. independent producer in the U.K. North Sea - Largest independent holder of deepwater blocks in the Gulf of Mexico - Kerr-McGee annual dividend of $1.80 per share 1999 Production (MBOE/D) 285 Oil (MBO/D) 190 Gas (MMCF/D) 580 Net undeveloped acreage (M-Acres) 16,573 1999 Capital Budget ($MM) $545 Net Debt ($MM) $2,100 1998 Proved Reserves (MMBOE): (1) North American Onshore 278 Gulf of Mexico 254 U.K. North Sea 261 Other International 165 Total 958 --- (1) Reserves include equity share of Devon EX-99.2 4 PRESS RELEASE Exhibit 99.2 Directors Named to Kerr-McGee Board OKLAHOMA CITY (Feb. 26, 1999) - Five directors have been elected to the board of Kerr-McGee Corp. (NYSE: KMG), effective immediately upon closing of the merger with Oryx Energy Co. (NYSE: ORX). The merger of Kerr-McGee and Oryx was approved today by stockholders of both companies, and documents are being filed in Delaware to finalize the transaction. The merged company's board of directors will include the nine Kerr-McGee board members and five new members from the former Oryx board. Joining Kerr-McGee's current board members will be: - - William E. Bradford, chairman of Halliburton Co., a provider of energy and energy services. Prior to being elected chairman in 1998, he was chairman and chief executive officer of Dresser Industries, Inc., from 1996 to 1998. In 1998, Dresser merged with Halliburton. At Dresser, he served as president and chief executive officer from 1992 to 1995 and was president and chief executive officer of Dresser-Rand Co. from 1988 to 1992. He is also a director of Ultramar/Diamond Shamrock, Inc. - - Sylvia A. Earle, chairman of Deep Ocean Exploration and Research, Inc., since 1992 and an explorer-in-residence for the National Geographic Society. From 1993 to 1995, she served as chairman of the Sea Change Trust and Caribbean Marine Research Center. Her previous positions include chief scientist and then advisor to the administrator of the National Oceanic and Atmospheric Administration. - - David G. Genever-Watling, managing director of a private investment firm since 1997. Prior to this, he was president and chief executive officer of General Electric Industrial and Power Systems from 1992 to 1995 and senior vice president from 1990 to 1992. - - Robert L. Keiser, who will become chairman of Kerr-McGee Corp.following the merger. Keiser has been chairman of the board and chief executive officer of Oryx since 1994. He was president and chief operating officer of Oryx from 1992 to 1994. - - Ian L. White-Thomson, chairman of U.S. Borax, Inc., a provider of borax and borate technology. Prior to being elected chairman in 1996, he served as president and chief executive officer for eight years. He has also served as chief executive officer of Rio Tinto Borax Ltd. since 1995. He is a director of 3D Systems Corp. and KCET Community Television of Southern California. These five directors will serve with Kerr-McGee's current nine directors: - - Luke R. Corbett, chairman and chief executive officer of Kerr-McGee. He will serve as chief executive officer of the merged company. - - Martin C. Jischke, president of Iowa State University. - - Tom J. McDaniel, vice chairman of Kerr-McGee. McDaniel will remain vice chairman following the merger. - - William C. Morris, chairman of the board and president of J. & W. Seligman & Co., Inc. - - John J. Murphy, managing director of a private investment firm. - - Leroy C. Richie, president of Intrepid World Communications. - - Richard M. Rompala, chairman of the board, president and chief executive officer of The Valspar Corporation. - - Matthew R. Simmons, president of Simmons & Co. International. - - Farah M. Walters, president and chief executive officer of University Hospitals of Cleveland. Kerr-McGee, an Oklahoma City-based energy and chemical company with worldwide operations, will have assets of $5.6 billion following the merger. # # # CONTACT: Debbie Schramm (405) 270-2877 -----END PRIVACY-ENHANCED MESSAGE-----