-----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, TOVU1XKH7SrmUktawJZkp2RE3uEzegbDyOKIsoOx7QeX010H82FDHxMhDhpyhelU T/RwIq42l+Cf0zIg7xQemA== 0000950134-99-011090.txt : 19991217 0000950134-99-011090.hdr.sgml : 19991217 ACCESSION NUMBER: 0000950134-99-011090 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991216 EFFECTIVENESS DATE: 19991216 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: S-8 SEC ACT: SEC FILE NUMBER: 333-92865 FILM NUMBER: 99775687 BUSINESS ADDRESS: STREET 1: KERR MCGEE CTR STREET 2: 123 ROBERT S KERR CITY: OKLAHOMA CITY STATE: OK ZIP: 73125 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on December 16, 1999 Registration No. 333- ------- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KERR-McGEE CORPORATION (Exact name of registrant as specified in its charter) Delaware 73-0311467 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) Kerr-McGee Center Oklahoma City, Oklahoma 73125 (405) 270-1313 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) ---------- KERR-McGEE CORPORATION PERFORMANCE SHARE PLAN (Full Title of the Plan) Luke R. Corbett Kerr-McGee Corporation Kerr-McGee Center Oklahoma City, Oklahoma 73125 (405) 270-1313 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Title of Securities Amount To Be Maximum Offering Aggregate Offering Amount of To Be Registered Registered Price Per Share Price Registration Fee - ------------------------------------------------------------------------------------------------------------ Common Stock, $1.00 Par Value Per Share(a) 1,500,000 shs $54.90625 $82,359,375(b) $21,743(b) - ------------------------------------------------------------------------------------------------------------
(a) Includes stock purchase rights associated with the Common Stock. (b) Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on December 10, 1999. =============================================================================== 2 This Registration Statement covers 1,500,000 shares of the common stock, $1.00 par value per share ("Common Stock") of Kerr-McGee Corporation (the "Company" or the "Registrant") to be issued under the Kerr-McGee Corporation Performance Share Plan. PART I ITEM 1. PLAN INFORMATION. Not required to be filed with this Registration Statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be filed with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), File No. 1-3939, are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (d) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (e) Current Report on Form 8-K dated January 14, 1999 filed as of January 19, 1999 (f) Current Report on Form 8-K/A dated January 14, 1999 filed as of January 26, 1999 (g) Current Report on Form 8-K dated February 26, 1999 filed as of February 26, 1999 (h) Current Report on Form 8-K dated February 26, 1999 filed as of March 11, 1999 (i) Current Report on Form 8-K dated April 29, 1999 filed as of April 30, 1999 (j) Current Report on Form 8-K dated May 11, 1999 filed as of May 12, 1999 (k) Current Report on Form 8-K dated February 26, 1999 filed as of June 4, 1999 (l) Current Report on Form 8-K/A dated February 26, 1999 filed as of July 16, 1999 (m) Current Report on Form 8-K/A dated February 26, 1999 filed as of July 26, 1999 1 3 (n) Current Report on Form 8-K dated July 27, 1999 filed as of July 29, 1999 (o) Current Report on Form 8-K dated October 15, 1999 filed as of October 15, 1999 (p) The description of the Company's common stock contained in Amendment No. 1 to Form S-3 dated May 24, 1999 (File No. 333-76951) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not required to be filed with this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred. 2 4 Article SEVENTH (2) of the Restated Certificate of Incorporation of the Company provides as follows: "To the full extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the Corporation occurring prior to such repeal, amendment or modification." Article XXII of the ByLaws of the Company provides that the Company shall indemnify to the fullest extent permitted by law any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer or employee of the Company or serves or served any other enterprise at the request of the Company. In addition, the Company has director and officer insurance and other insurance policies which insure directors and officers against loss in connection with actions taken or omitted to be taken in their official capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. A list of all Exhibits filed as part of this Registration Statement is as follows:
EXHIBIT DESCRIPTION ------- ----------- 4.1 Amended and Restated Rights Agreement dated as of July 9, 1996, filed as Exhibit 1 to the report on Form 8-K dated July 9, 1996, and incorporated herein by reference.
3 5 5.1 Opinion of Gregory F. Pilcher, Vice President, General Counsel and Corporate Secretary of the Company, as to the legality of the Common Stock being registered. 23.1 Consent of Arthur Andersen LLP relating to Kerr-McGee Corporation financial statements. 23.2 Consent of Gregory F. Pilcher (Contained in Exhibit 5.1). 23.3 Consent of PricewaterhouseCoopers LLP relating to Kerr-McGee Corporation financial statements. 24 Powers of Attorney.
ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Act"). (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to 4 6 Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement, provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Sections 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2. That, for the purposes of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. That, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on this 15th day of December, 1999. KERR-McGEE CORPORATION (Registrant) By: /s/ Luke R. Corbett * ------------------------------- Luke R. Corbett Chairman of the Board, Chief Executive Officer and Director 8 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Luke R. Corbett* Chairman of the Board, December 15, 1999 - ------------------------------------ Chief Executive Officer Luke R. Corbett and Director - ------------------------------------ Vice Chairman and December 15, 1999 Tom J. McDaniel Director /s/ Robert M. Wohleber* Senior Vice President December 15, 1999 - ------------------------------------ and Chief Financial Officer Robert M. Wohleber /s/ Deborah A. Kitchens* Vice President, Controller December 15, 1999 - ------------------------------------ and Chief Accounting Officer Deborah A. Kitchens /s/ William E. Bradford* Director December 15, 1999 - ------------------------------------ William E. Bradford /s/ Sylvia A. Earle* Director December 15, 1999 - ------------------------------------ Sylvia A. Earle /s/ David C. Genever-Watling* Director December 15, 1999 - ------------------------------------ David C. Genever-Watling /s/ Martin C. Jischke* Director December 15, 1999 - ------------------------------------ Martin C. Jischke /s/ William C. Morris* Director December 15, 1999 - ------------------------------------ William C. Morris
9
SIGNATURE TITLE DATE - --------- ----- ---- /s/ John J. Murphy* Director December 15, 1999 - ------------------------------------ John J. Murphy /s/ Leroy C. Richie* Director December 15, 1999 - ------------------------------------ Leroy C. Richie /s/ Matthew R. Simmons* Director December 15, 1999 - ------------------------------------ Matthew R. Simmons /s/ Farah M. Walters* Director December 15, 1999 - ------------------------------------ Farah M. Walters /s/ Ian L. White-Thomson* Director December 15, 1999 - ------------------------------------ Ian L. White-Thomson *By: December 15, 1999 -------------------------------- Tom J. McDaniel as Attorney-in-Fact
10 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION NUMBER 4.1 Amended and Restated Rights Agreement dated as of July 9, 1996, filed as Exhibit 1 to the report on Form 8-K dated July 9, 1996, and incorporated herein by reference. 5.1 Opinion of Gregory F. Pilcher, Vice President, General Counsel and Corporate Secretary of the Company, as to the legality of the Common Stock being registered. 23.1 Consent of Arthur Andersen LLP relating to Kerr-McGee Corporation financial statements. 23.2 Consent of Gregory F. Pilcher (Contained in Exhibit 5.1). 23.3 Consent of PricewaterhouseCoopers LLP relating to Kerr-McGee Corporation financial statements. 24 Powers of Attorney
i EX-5.1 2 OPINION/CONSENT OF GREGORY F PILCHER 1 EXHIBIT 5.1 December 15, 1999 Kerr-McGee Corporation Kerr-McGee Center Oklahoma City, Oklahoma 73125 Re: FORM S-8 REGISTRATION STATEMENT COVERING SECURITIES ISSUABLE UNDER THE PERFORMANCE SHARE PLAN Gentlemen: You have requested my advice with respect to the legality of the shares of Common Stock, par value $1.00 per share ("Common Stock") of Kerr-McGee Corporation, a Delaware corporation ("Company") to be registered with the Securities and Exchange commission on a Form S-8 Registration Statement ("Registration Statement") and issuable pursuant to the Kerr-McGee Corporation Performance Share Plan ("Plan"). In connection with the foregoing request, I, or a member of my staff, have examined the Registration Statement, the Company's Certificate of Incorporation and Bylaws, as amended to date, corporate minutes, the Plan, and such other documents and records as I deem necessary to render the opinions contained herein. I have assumed the genuineness of all signatures and conformity to original documents of copies of such documents. As to any facts relevant to my opinion, I have relied upon information given to me by the Officers of the Company and others. Based on the foregoing, it is my opinion that: 1. The Company is in good standing under the laws of the State of Delaware. 2. The authorized but unissued shares of Common Stock being registered pursuant to the Registration Statement have been duly authorized by the Company and will, upon being issued under the Plan as described in the Registration Statement, be validly issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the captioned Registration Statement. Sincerely, Gregory F. Pilcher EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 1999, included in the Form 8-K/A, filed July 26, 1999, of Kerr-McGee Corporation for the year ended December 31, 1998. ARTHUR ANDERSEN LLP Oklahoma City, Oklahoma December 15, 1999 EX-23.3 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANT We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Kerr-McGee Corporation of our report dated February 26, 1999 appearing in Kerr-McGee Corporation's Current Report on Form 8-K/A and relating to the consolidated financial statements of Oryx Energy Company, which financial statements are not separately presented therein. PricewaterhouseCoopers LLP Dallas, Texas December 15, 1999 EX-24 5 POWERS OF ATTORNEY 1 EXHIBIT 24 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument effective the 1st day of November, 1999. /s/ WILLIAM E. BRADFORD ------------------------------------ WILLIAM E. BRADFORD, DIRECTOR 2 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in her capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, her true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for her and in her name, place and stead, in her capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument effective the 1st day of November, 1999. /s/ SYLVIA A. EARLE ---------------------------------------- SYLVIA A. EARLE, DIRECTOR 3 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument effective the 1st day of November, 1999. /s/ DAVID C. GENEVER-WATLING ---------------------------------------- DAVID C. GENEVER-WATLING, DIRECTOR 4 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ MARTIN C. JISCHKE ---------------------------------------- MARTIN C. JISCHKE, DIRECTOR 5 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ WILLIAM MORRIS --------------------------------------- WILLIAM MORRIS, DIRECTOR 6 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ JOHN J. MURPHY ---------------------------------------- JOHN J. MURPHY, DIRECTOR 7 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ LEROY C. RICHIE ---------------------------------------- LEROY C. RICHIE, DIRECTOR 8 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument effective the 1st day of November, 1999. /s/ MATTHEW R. SIMMONS --------------------------------------- MATTHEW R. SIMMONS, DIRECTOR 9 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in her capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, her true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for her and in her name, place and stead, in her capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ FARAH M. WALTERS --------------------------------------- FARAH M. WALTERS, DIRECTOR 10 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument effective the 1st day of November, 1999. /s/ IAN L. WHITE-THOMAS ---------------------------------------- IAN L. WHITE-THOMAS, DIRECTOR 11 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in her capacity as an Officer of the Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C. Linehan, and each of them severally, her true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for her and in her name, place and stead, in her capacity as an Officer of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ DEBORAH A. KITCHENS --------------------------------------- DEBORAH A. KITCHENS VICE PRESIDENT AND CONTROLLER 12 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director and Officer of the Company, does hereby appoint Tom J. McDaniel and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director and Officer of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ LUKE R. CORBETT ---------------------------------------- LUKE R. CORBETT DIRECTOR, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 13 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as a Director and Officer of the Company, does hereby appoint Luke R. Corbett and John C. Linehan, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as a Director and Officer of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 10th day of February, 1998. /s/ TOM J. MCDANIEL --------------------------------------- TOM J. MCDANIEL, DIRECTOR AND VICE CHAIRMAN OF THE BOARD 14 KERR-McGEE CORPORATION POWER OF ATTORNEY WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), Registration Statements ("Registration Statements") with such amendment or amendments thereto as may be necessary or appropriate, together with any and all exhibits and other documents having relation to the Registration Statements, as follows:
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN ---------------------- ---------------- ------------ FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN FORM S-8 1,500,000 PERFORMANCE SHARE PLAN FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
NOW, THEREFORE, the undersigned in his capacity as an Officer of the Company, does hereby appoint Luke R. Corbett and Tom J. McDaniel, and each of them severally, his true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in his capacity as an Officer of the Company, the Registration Statements and any and all amendments thereto, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney or attorneys. IN WITNESS WHEREOF, the undersigned has executed this instrument this 1st day of December, 1999. /s/ ROBERT M. WOHLEBER ---------------------------------------- ROBERT M. WOHLEBER SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER -----END PRIVACY-ENHANCED MESSAGE-----