-----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, GimzuAQi4UH9cw+LJDPMEwdFpIBAB4BC1/wAZ3b1VKkjJ8O4WQqTMXkPYWDCpA2E O4Gj70SszedE+bVVqfJ1yg== 0000950123-01-504946.txt : 20010802 0000950123-01-504946.hdr.sgml : 20010802 ACCESSION NUMBER: 0000950123-01-504946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010801 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010801 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: 1695357 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 y51991e8-k.txt KERR-MCGEE CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report August 1, 2001 Commission file number 1-16619 -------------- KERR-McGEE CORPORATION ---------------------- (Exact name of registrant as specified in its charter) Delaware 73-1612389 ------------------------------- --------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 123 Robert S. Kerr Ave. Oklahoma City, Oklahoma 73102 - ----------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (405) 270-1313 -------------- Kerr-McGee Holdco, Inc. --------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 2. Acquisition or Disposition of Assets. - ---------------------------------------------- Effective August 1, 2001, pursuant to the Agreement and Plan of Merger, dated as of May 13, 2001, as amended as of June 27, 2001 (the "Merger Agreement"), among Kerr-McGee Corporation, formerly known as Kerr-McGee Holdco, Inc. ("Kerr-McGee"), HS Resources, Inc., ("HS Resources"), Kerr-McGee Operating Corporation, formerly known as Kerr-McGee Corporation ("KM Operating Corporation") and two acquisition subsidiaries of Kerr-McGee, KM Operating Corporation and HS Resources combined their businesses by merging with the acquisition subsidiaries of Kerr-McGee (the "Merger"). Under the terms of the merger agreement, HS Resources stockholders will receive forms in the mail that will allow them to choose to receive either $66 in cash or .9404 shares of Kerr-McGee common stock for each share of HS Resources common stock that they hold, subject to proration. The aggregate merger consideration consists of approximately 70% cash and 30% Kerr-McGee common stock. A copy of the press release announcing the completion of the merger is filed as an exhibit hereto and incorporated by reference herein. The issuance of Kerr-McGee common stock under the Merger Agreement was registered under the Securities Act of 1933 pursuant to Kerr-McGee's registration statement on Form S-4 (File No. 333-61898) (the Registration Statement") filed with the Securities and Exchange Commission (the "SEC") and declared effective on June 28, 2001. The proxy statement-prospectus filed with the Registration Statement contains additional information about this transaction. Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934 (the "Exchange Act"), the Kerr-McGee common stock is deemed to be registered under Section 12(b) of the Exchange Act. The Kerr-McGee common stock has been approved for listing on the New York Stock Exchange ("NYSE") and will trade under the ticker symbol "KMG". The description of Kerr-McGee common stock contained under the caption "Description of the New Holding Company's Capital Stock Following the Merger" in the proxy statement-prospectus is incorporated by reference herein. KM Operating Corporation common stock and HS Resources' common stock were both registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE. Each of KM Operating Corporation and HS Resources is filing a Form 15 with the SEC to terminate the registration under the Exchange Act of its common stock and HS Resources is delisting its common stock with the NYSE. Kerr-McGee's fiscal year will end on the 31st day of December in each year. Item 5. Other Events - --------------------- Guarantees of Public Debt In connection with the Merger, Kerr-McGee has irrevocably and unconditionally guaranteed the publicly held debt securities of HS Resources and KM Operating Corporation. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------------------- (a) Exhibits -------- 3 The following exhibits are filed with this report. Exhibit Number Description - -------------- ----------- 2.1 Agreement and Plan of Merger, dated as of May 13, 2001, as amended June 27, 2001, incorporated by reference to Annex A to the Proxy Statement - Prospectus in Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 2.2 Amendment No. 1 dated as of June 27, 2001 to the Agreement and Plan of Merger, dated as of May 13, 2001, incorporated by reference to Exhibit 2.2 to Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 4.1 Form of Amended and Restated Certificate of Incorporation of Kerr-McGee, incorporated by reference to Exhibit 4.1 to Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 4.2 Form of Amended and Restated By-laws of Kerr-McGee, incorporated by reference to Exhibit 4.2 to Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 99.1 Press Release 4 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. KERR-McGEE CORPORATION (Registrant) /s/ GREGORY F. PILCHER Date August 1, 2001 By: _______________________ Name: Gregory F. Pilcher Title: Senior Vice President, General Counsel and Secretary 5 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 2.1 Agreement and Plan of Merger, dated as of May 13, 2001, as amended June 27, 2001, incorporated by reference to Annex A to the Proxy Statement - Prospectus in Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 2.2 Amendment No. 1 dated as of June 27, 2001 to the Agreement and Plan of Merger, dated as of May 13, 2001, incorporated by reference to Exhibit 2.2 to Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 4.1 Form of Amended and Restated Certificate of Incorporation of Kerr-McGee, incorporated by reference to Exhibit 4.1 to Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 4.2 Form of Amended and Restated By-laws of Kerr-McGee, incorporated by reference to Exhibit 4.2 to Kerr-McGee's Registration Statement on Form S-4 filed on June 28, 2001 (File No. 333-61898). 99.1 Press Release EX-99.1 3 y51991ex99-1.txt PRESS RELEASE 1 Kerr-McGee Completes Acquisition of HS Resources ------------------------------------------------ OKLAHOMA CITY (August 1, 2001) - Kerr-McGee Corp. (NYSE: KMG) today announced the completion of its acquisition of HS Resources, Inc. (NYSE: HSE). The transaction was completed following the approval of the acquisition by the stockholders of HS Resources at a special meeting held today. Under the terms of the merger agreement, HS Resources stockholders will receive election forms that will allow them to choose to receive either $66 in cash or .9404 shares of Kerr-McGee common stock for each share of HS Resources common stock they hold, subject to proration. The aggregate merger consideration consists of approximately 70% cash and 30% Kerr-McGee common stock, with maximum cash consideration of $833 million. Election forms must be returned by 5 p.m. Eastern Daylight Time, Aug. 29, 2001. Through this transaction, Kerr-McGee will acquire proved reserves of 1.3 trillion cubic feet of natural gas equivalent, at a cost of approximately $1.10 per thousand cubic feet of proved gas equivalent, and gas gathering systems, undeveloped acreage and other assets valued at approximately $300 million. The acquired reserves, which are predominately natural gas located in the Denver-Julesburg Basin of northeastern Colorado, will increase Kerr-McGee's proved U.S. natural gas reserves by 77% and increase the company's reserve life for U.S. natural gas by about two years. Kerr-McGee's total proved reserves will increase by 20%. "We are very pleased with the shareholder vote and expedited closing of this acquisition," said Luke R. Corbett, Kerr-McGee chairman and chief executive officer. "This transaction fits our strategy to build a balanced portfolio of quality oil and gas assets that offer meaningful upside potential. It adds long-lived natural gas reserves, 2 concentrated near one of the fastest growing energy markets in the U.S., and creates another core operating area for our company that provides lower-risk exploitation opportunities. The properties acquired offer the potential to add more than 500 billion cubic feet of gas from probable reserves through identified projects that have a proven track record of success." "In addition to quality assets, the acquisition brings us a very successful exploration and production team that adds value for our company, and we plan to retain substantially all of the HS Resources' operating personnel," Corbett said. As a result of closing the transaction, Kerr-McGee's total daily production volumes are expected to increase about 15%, with daily production of U.S. natural gas increasing more than 45%. The company expects the transaction to be immediately accretive to both earnings and cash flow per share. HS Resources common stock will cease trading on the New York Stock Exchange at close of market today. Kerr-McGee is an Oklahoma City-based energy and inorganic chemical company with worldwide assets in excess of $10 billion. # # # (Statements in this news release regarding the company's or management's intentions, beliefs or expectations, or that otherwise speak to future events, including future drilling activities, estimates of recoverable reserves and production, impact on operating costs, and impact on earnings and cash flow are "forward-looking statements" within the meaning of the Securities Litigation Reform Act. Future results and developments discussed in these statements may be affected by numerous factors and risks, such as the accuracy of the assumptions that underlie the statements, the actual production volumes and costs, the final allocation of purchase price, the timing and success of the oil and gas exploration, exploitation and production program, the price of oil and gas, drilling risks, uncertainties in interpreting engineering data, general economic conditions, and other factors and risks discussed in the company's SEC filings. Actual results and developments may differ materially from those expressed or implied in this news release.) Contact: Debbie Schramm (405) 270-2877 01-35 -----END PRIVACY-ENHANCED MESSAGE-----