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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
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KERR-McGEE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 73-1612389
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
123 Robert S. Kerr Ave. Oklahoma City, Oklahoma 73102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 270-1313
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Kerr-McGee Holdco, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
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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
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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
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(a) Exhibits
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The following exhibits are filed with this report.
Exhibit Number Description
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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
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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
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EXHIBIT INDEX
Exhibit Number Description
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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