<PAGE> 1
PROSPECTUS SUPPLEMENT Filed pursuant to 424(b)(5)
(To Prospectus dated October 16, 1997) Registration no. 333-5473
$300,000,000
KERR-MCGEE CORPORATION
$150,000,000 6.625% NOTES DUE 2007
$150,000,000 7.125% DEBENTURES DUE 2027
---------------------------
Interest Payable April 15 and October 15
---------------------------
The 6.625% Notes due October 15, 2007 and the 7.125% Debentures due October
15, 2027 are herein referred to, respectively, as the "Notes" and the
"Debentures", and collectively as the "Securities". The Notes or the Debentures
may be redeemed at any time at the option of the Company, in whole or in part,
at a redemption price equal to the sum of: (i) the principal amount of the Notes
or Debentures being redeemed plus accrued interest thereon to the redemption
date; and (ii) the Make-Whole Amount (as defined herein).
The Securities will be represented by one or more global securities
("Global Securities") registered in the name of The Depository Trust Company
(the "Depositary"), as Depositary, or its nominee. Beneficial interests in the
Global Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described in this Prospectus Supplement, Securities in definitive form will not
be issued in exchange for Global Securities. Settlement for the Securities will
be made in immediately available funds. The Securities will trade in the
Depositary's Same-Day Funds Settlement System until maturity, and secondary
market trading activity for the Securities will settle in immediately available
funds. See "Descriptions of the Securities".
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
==============================================================================================================
Price to Underwriting Proceeds to
Public(1) Discount(2) Company(3)
- --------------------------------------------------------------------------------------------------------------
Per Note................................. 99.685% .650% 99.035%
- --------------------------------------------------------------------------------------------------------------
Per Debenture............................ 99.707% .875% 98.832%
- --------------------------------------------------------------------------------------------------------------
Total.................................... $299,088,000 $2,287,500 $296,800,500
==============================================================================================================
</TABLE>
(1) Plus accrued interest, if any, from October 21, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".
(3) Before deducting expenses payable by the Company estimated at $125,000.
---------------------------
The Securities offered by this Prospectus Supplement are offered by the
Underwriters subject to prior sale, to withdrawal, cancellation or modification
of the offer without notice, to delivery to and acceptance by the Underwriters
and to certain further conditions. It is expected that delivery of the
Securities will be made in book-entry form through the facilities of the
Depositary against payment in immediately available funds on or about October
21, 1997.
---------------------------
LEHMAN BROTHERS
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
October 16, 1997
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF SECURITIES FOLLOWING THE PRICING OF THE
OFFERING TO COVER A SYNDICATE SHORT POSITION IN THE SECURITIES OR FOR THE
PURPOSE OF MAINTAINING THE PRICE OF THE SECURITIES. FOR A DISCUSSION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
THE COMPANY
Founded in 1929, Kerr-McGee Corporation ("Kerr-McGee" or the "Company") is
an energy and chemical company engaged in three businesses: crude oil and
natural gas exploration and production, coal mining and marketing, and inorganic
industrial specialty chemicals manufacturing and marketing. Effective December
31, 1996, the Company merged its North American onshore exploration and
production operations into Devon Energy Corporation ("Devon"), a publicly traded
oil and gas exploration and production company. The Company received 9,954,000
shares of Devon common stock, representing an ownership interest in Devon of
approximately 31%. The Company's principal areas of oil and gas exploration and
production are the Gulf of Mexico, the North Sea, China, Southeast Asia and
Yemen. The Company is among the largest non-integrated domestic energy companies
in terms of total reserves with 312 million barrels of oil equivalent at
December 31, 1996, including its proportional interest of Devon's reserves.
Kerr-McGee ranks seventh among U.S. coal producers in production tonnage. The
Company's coal mines include a large surface mine in the Powder River Basin in
Wyoming and a modern underground mine in southern Illinois. Kerr-McGee is a
global producer and marketer of titanium dioxide pigment, which is used in paint
and plastics. Plants are located in the United States, Western Australia, and
Saudi Arabia. The Company also produces electrolytic and specialty chemicals and
pressure-treated forest products. In August 1997, the Company completed a $300
million stock repurchase program that began in 1995.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities offered hereby will be used to retire a portion of its outstanding
commercial paper (with an average interest rate at June 30, 1997 of 6.09%) and
indebtedness outstanding under variable interest rate credit agreements (with an
average interest rate at June 30, 1997 of 6.08%).
This financing is intended to reduce the Company's borrowings subject to
short-term interest rate fluctuations. From time to time, the Company may
undertake additional short-term or long-term borrowings for working capital or
other general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges of the Company was 5.8, 2.2 and 2.9
for the years ended December 31, 1996, 1994 and 1993, respectively, and 6.4 for
the six months ended June 30, 1997. The ratio of earnings to fixed charges of
the Company was less than 1.0 for the years ended December 31, 1995 and 1992
(resulting primarily from unusual noncash charges); thus, earnings available for
fixed charges were inadequate to cover fixed charges for such period by $80
million and $50 million in 1995 and 1992, respectively.
For purposes of computing the ratio of earnings to fixed charges, earnings
represent net income from continuing operations, plus income taxes and fixed
charges, less capitalized interest. Fixed charges represent all interest,
including the interest factor of rental expense.
S-2
<PAGE> 3
CAPITALIZATION
The following table sets forth the unaudited capitalization of the Company
and its consolidated subsidiaries as of June 30, 1997 and as adjusted to give
effect to the sale of the Securities and the application of the estimated net
proceeds thereof as described in "Use of Proceeds."
<TABLE>
<CAPTION>
AS
ACTUAL ADJUSTED
-------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Short-Term Borrowings....................................... $ 20 $ --
====== ======
Long-Term Debt
Debentures --
7% Debentures due November 1, 2011, net of unamortized
debt discount of $109 million......................... $ 141 $ 141
8 1/2% Sinking fund debentures due June 1, 2006........ 22 22
7.125% Debentures due October 15, 2027................. -- 150
Commercial Paper(1)....................................... 91 (95)
Guaranteed Debt of Employee Stock Ownership Plan --
9.61% Series B notes due in installments through
January 2, 2005....................................... 51 51
Notes --
6.625% Notes due October 15, 2007...................... -- 150
Variable interest rate revolving credit agreements with
banks
$62 million due March 6, 2000; $100 million due
December 4, 2001.................................... 162 68
Variable interest rate loan with bank.................. 2 2
------ ------
Total Long-Term Debt.............................. 469 489
Long-term debt due within one year........................ -- --
------ ------
Total........................................... $ 469 $ 489
====== ======
Stockholders' Equity
Common stock, par value $1.00 -- 150,000,000 shares
authorized,
54,035,727 shares issued............................... $ 54 $ 54
Capital in excess of par value............................ 342 342
Preferred stock purchase rights........................... 1 1
Retained earnings......................................... 1,418 1,418
Unrealized gains on available-for-sale securities......... 4 4
Common stock in treasury, at cost -- 6,286,465 shares..... (353) (353)
Deferred compensation..................................... (59) (59)
------ ------
Total Stockholders' Equity........................ $1,407 $1,407
====== ======
Total Capitalization.............................. $1,896 $1,896
====== ======
</TABLE>
- ---------------
(1) At June 30, 1997 Commercial Paper was temporarily reduced by $95 million.
S-3
<PAGE> 4
SELECTED FINANCIAL AND OPERATING DATA
The following table sets forth certain information regarding the Company's
consolidated results of operations, financial position and operating data as of
and for the periods indicated. The data presented below should be read in
conjunction with the Company's consolidated financial statements and the notes
thereto, which are incorporated by reference in the accompanying Prospectus. The
following financial information is not necessarily indicative of future results
of the Company.
<TABLE>
<CAPTION>
SIX MONTHS YEARS ENDED DECEMBER 31,
ENDED ------------------------------
6/30/97 1996 1995 1994
---------- ------ ------ ------
(DOLLARS IN MILLIONS, EXCEPT PER-UNIT AMOUNTS)
<S> <C> <C> <C> <C>
Sales
Exploration and production................................. $ 347 $ 874 $ 690 $ 633
Chemicals.................................................. 372 692 707 639
Coal....................................................... 160 365 353 294
Other...................................................... 1 -- 4 --
------ ------ ------ ------
Total.................................................. $ 880 $1,931 $1,754 $1,566
====== ====== ====== ======
Operating Profit (Loss)
Exploration and production(1).............................. $ 101 $ 204 $ (97) $ 74
Chemicals(2)............................................... 37 85 122 92
Coal(3).................................................... 21 75 43 45
Other...................................................... 1 7 (4) (4)
------ ------ ------ ------
Total.................................................. 160 371 64 207
Net Interest Expense........................................ 17 44 45 38
Net Nonoperating (Income) Expense(4)........................ (17) 4 88 70
Income Tax Provision (Benefit).............................. 48 103 (45) 30
------ ------ ------ ------
Income (Loss) from Continuing Operations(5)................. 112 220 (24) 69
Income (Loss) from Discontinued Operations, Net of Income
Taxes...................................................... -- -- (7) 21
------ ------ ------ ------
Net Income (Loss)(5)........................................ $ 112 $ 220 $ (31) $ 90
====== ====== ====== ======
Balance Sheet Data
Working capital............................................ $ 139 $ 320 $ 189 $ 52
Property, plant and equipment, net......................... 1,938 1,948 2,210 2,489
Total assets............................................... 2,924 3,124 3,213 3,696
Total debt................................................. 489 663 735 993
Stockholders' equity....................................... 1,407 1,367 1,416 1,543
Cash Flow Information
Net cash provided by operating activities.................. 331 645 369 356
Cash capital expenditures
Exploration and production............................... $ 83 $ 239 $ 371 $ 304
Chemicals................................................ 52 118 69 52
Coal..................................................... 16 29 36 33
Other and discontinued operations........................ 6 6 8 21
------ ------ ------ ------
Total.................................................. $ 157 $ 392 $ 484 $ 410
====== ====== ====== ======
Other Financial Data
Current ratio.............................................. 1.3 1.7 1.3 1.1
Total debt to capitalization............................... 26% 33% 34% 39%
Operating Data
Crude oil and condensate production (thousands of
barrels/day)
Domestic................................................. 25.2 30.6 28.9 25.5
North Sea................................................ 23.8 30.9 36.7 34.3
China.................................................... 8.6 3.7 -- --
Other.................................................... -- 3.4 4.8 7.5
------ ------ ------ ------
Total proprietary production........................... 57.6 68.6 70.4 67.3
Proportionate interest in equity affiliate's
production............................................. 7.4 -- -- --
------ ------ ------ ------
Total................................................ 65.0 68.6 70.4 67.3
====== ====== ====== ======
Average price of crude oil sold (per barrel)
Domestic................................................. $19.19 $19.36 $15.69 $14.64
North Sea................................................ 19.49 19.08 16.31 15.15
China.................................................... 18.16 19.53 -- --
Other.................................................... -- 17.69 15.21 13.79
Average................................................ $19.16 $19.16 $15.99 $14.81
Total proprietary natural gas deliveries (MMCF/day)........ 204 281 291 271
Proportionate interest in equity affiliate's sales....... 59 -- -- --
------ ------ ------ ------
Total.................................................. 263 281 291 271
====== ====== ====== ======
Average price of natural gas delivered (per MCF)........... $ 2.49 $ 2.12 $ 1.52 $ 1.76
Industrial and specialty chemical sales (thousands of
tons).................................................... 237 446 445 381
Coal sales (millions of tons).............................. 17.2 35.3 34.5 27.5
</TABLE>
- ---------------
Includes unusual items as follows:
(1) Charges totaling $32 million in 1996 for FAS 121 asset impairments and the
restructuring program; charges totaling $210 million in 1995 for FAS 121
asset impairments and the restructuring program.
(2) Charges totaling $5 million in 1996 for FAS 121 asset impairments and
shut-down costs.
(3) Charges totaling $23 million in 1995 for FAS 121 asset impairments.
(4) Income totaling $20 million for the first six months of 1997 primarily for
insurance settlements and gains on sales of securities; $22 million in 1996
for insurance settlements, gains on sales of securities and divestitures of
oil and gas properties, partially offset by noncash charges primarily for
environmental sites and pending litigation; charges totaling $27 million in
1995 primarily for environmental sites.
(5) After tax income of $13 million for the first six months of 1997; and
after-tax charges of $10 million in 1996 and $161 million in 1995 as a
result of the items described in preceding Footnotes 1 through 4.
Note: See Management Discussion and Analysis in 1996 Annual Report on Form 10-K
and 1997 first and second quarter reports on Form 10-Q.
S-4
<PAGE> 5
DESCRIPTION OF THE SECURITIES
GENERAL
The Securities offered hereby will be limited to $300,000,000 aggregate
principal amount, consisting of $150,000,000 principal amount of Notes and
$150,000,000 principal amount of Debentures. Each Security will bear interest at
the applicable rate per annum stated on the cover page of this Prospectus
Supplement, payable semiannually on April 15 and October 15 of each year,
commencing April 15, 1998, to the person in whose name the Security is
registered, subject to certain exceptions as provided in the Indenture, at the
close of business on April 1 or October 1 (each a "Record Date"), as the case
may be, immediately preceding such April 15 or October 15. The Notes will mature
on October 15, 2007, and the Debentures will mature on October 15, 2027. There
is no provision for a sinking fund for the Securities.
REDEMPTION
The Notes or Debentures may be redeemed at any time at the option of the
Company, in whole or in part, at a redemption price equal to the sum of: (i) the
principal amount of the Notes or Debentures being redeemed plus accrued interest
thereon to the redemption date; and (ii) the Make-Whole Amount (as defined
below), if any, with respect to the Notes or Debentures.
Interest installments on a Note or Debenture specified by such Note or
Debenture to be due on or prior to such redemption date will be payable to the
holders of record on the relevant Record Date.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption of
any Notes or Debentures, the excess, if any, of: (a) the aggregate present value
as of the date of such redemption of each dollar of principal being redeemed and
the amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable in respect of each such dollar if such redemption
had not been made, determined by discounting, on a semi-annual basis, such
principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date notice of such redemption is given) from the
respective dates on which such principal and interest would have been payable if
such redemption had not been made, to the date of redemption; over (b) the
aggregate principal amount of the Notes or Debentures being redeemed.
"Reinvestment Rate" means the yield on Treasury securities at a constant
maturity corresponding to the remaining life (as of the date of redemption,
rounded to the nearest month) to the stated maturity of the principal being
redeemed (the "Treasury Yield") plus .10% with respect to the Notes and .10%
with respect to the Debentures. For purposes hereof, the Treasury Yield shall be
equal to the arithmetic mean of the yields published in the Statistical Release
(as defined below) under the heading "Week Ending" for "U.S. Government
Securities -- Treasury Constant Maturities" with a maturity equal to such
remaining life; provided, that if no published maturity exactly corresponds with
such remaining life, then the Treasury Yield shall be interpolated or
extrapolated on a straight-line basis from the arithmetic means of the yields
for the next shortest and next longest published maturities. For purposes of
calculating the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be used. If
the format or content of the Statistical Release changes in a manner that
precludes determination of the Treasury Yield in the above manner, then the
Treasury Yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Company.
"Statistical Release" means the statistical release designated "H.15 (519)"
or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which reports yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination, then such
other reasonably comparable index which shall be designated by the Company.
If less than all the Notes or the Debentures are to be redeemed, the
particular Notes or Debentures or portions thereof to be redeemed shall be
selected not more than 60 days and not less than 30 days prior to the
S-5
<PAGE> 6
redemption date by the Trustee from the outstanding Notes or Debentures not
previously called for redemption, either pro rata, by lot or by another method
the Trustee shall deem fair and reasonable, and the aggregate principal amounts
to be redeemed must be equal to $1,000 or any integral multiple thereof.
BOOK-ENTRY SYSTEM
The Notes and Debentures will each initially be represented by one or more
Global Securities deposited with the Depositary, except as set forth below. The
settlement of transactions with respect to each Global Security will be
facilitated through electronic computerized book-entry changes in participants'
accounts, thereby eliminating the physical movement of Security certificates.
The Securities will be available for purchase in denominations of $1,000 and
integral multiples thereof in book-entry form only.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit, on its book entry registration and transfer system, the respective
principal amounts of the individual Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary.
Such accounts shall be designated by the Underwriters (as hereinafter defined).
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the Depositary ("participants") or persons that
may hold interests through participants. Ownership of beneficial interests in
such Global Security will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interest of persons other than participants). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary, or its nominee, is the registered owner of such
Global Security, such Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Securities represented by such Global
Security for all purposes under the Indenture. Except as provided below, owners
of beneficial interests in a Global Security will not be entitled to have any of
the individual Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Securities of such series in definitive form and will not
be considered the owners or holders thereof under the Indenture governing such
Securities.
Payments of principal of, any premium on and any interest on individual
Securities will be made to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Securities.
Neither the Company, the Trustee, any Paying Agent nor the Security Registrar
for such Securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of the Global Security for such Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary or its nominee, upon receipt of any
payment of principal, premium or interest with respect to a Global Security,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security as shown on the records of such Depositary or its
nominee. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name". Such payments will be the responsibility of such participants.
If the Depositary is at any time unwilling, unable or ineligible to
continue as depositary for a Global Security and a successor depositary is not
appointed by the Company within 90 days, the Company will issue certificated
Securities in definitive form in exchange for such Global Security. In addition,
the Company may at any time determine not to have the Notes or the Debentures
represented by a Global Security, and, in such event, will issue certificated
Securities in definitive form in exchange for such Global Security. In either
instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery of certificated Securities in definitive form
equal in principal amount to such beneficial interest in such Global Security
and to have such certificated Securities registered in the owner's name.
Certificated Securities so
S-6
<PAGE> 7
issued in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without coupons.
If an event of default with respect to the Notes or Debentures shall have
occurred, the Company will issue certificated Securities in definitive form in
exchange for the Global Security.
SAME DAY SETTLEMENT AND PAYMENT
Settlement for the Securities will be made by the Underwriters in
immediately available funds. All payments of principal and interest to the
Depositary will be made by the Company in immediately available funds.
The Securities will trade in the Depositary's Same-Day Funds Settlement
System until maturity, and secondary market trading activity in the Securities
will therefore settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlements in immediately available funds on
trading activity in the Securities.
DEFEASANCE AND DISCHARGE
The Company may discharge certain obligations to holders of Notes and/or
Debentures, as the case may be, which have not already been delivered to the
Trustee for cancellation and which have either become due and payable or are by
their terms due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee by irrevocably
depositing with the Trustee funds in an amount sufficient to pay at maturity the
principal of and interest on such series of Securities.
The Indenture also provides that the Company (i) will be discharged from
all obligations in respect of Notes and/or Debentures, as the case may be, under
the Indenture (excluding certain obligations, such as the obligation to pay
principal of and interest on the Securities of such series then outstanding and
obligations to register the transfer or exchange of such outstanding Securities
of such series and to replace stolen, lost or mutilated certificates) or (ii)
may omit to comply with the covenants described under "Description of Debt
Securities -- Restrictions on Secured Debt, -- Restrictions on Sales and
Leasebacks and -- Merger and Consolidation" in the accompanying Prospectus and
certain other covenants, in either case upon the irrevocable deposit, in trust,
of cash or U.S. Government Obligations which through the payment of interest and
principal thereof in accordance with their terms will provide cash in an amount
sufficient to pay any installment of principal of and interest on the
outstanding Securities of such series at the stated maturity of such
installments in accordance with the terms of the Indenture and such outstanding
Securities, provided that the Company has received an opinion of counsel or a
favorable ruling of the IRS to the effect that such a discharge or defeasance
will not be deemed or result in a taxable event with respect to holders of the
outstanding Securities of such series and that certain other conditions are met.
S-7
<PAGE> 8
UNDERWRITING
Under the terms and subject to the conditions of the Underwriting Agreement
dated the date hereof between the Company and the underwriters named below (the
"Underwriters"), the Company has agreed to sell to each of the Underwriters, and
each of the Underwriters has severally agreed to purchase, the principal amount
of Securities set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF NOTES OF DEBENTURES
----------- ---------------- ----------------
<S> <C> <C>
Lehman Brothers Inc.................................. $ 37,500,000 $ 37,500,000
Chase Securities Inc................................. 37,500,000 37,500,000
Goldman, Sachs & Co.................................. 37,500,000 37,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................ 37,500,000 37,500,000
------------ ------------
Total........................................... $150,000,000 $150,000,000
============ ============
</TABLE>
The Underwriting Agreement provides that the obligation of the Underwriters
to pay for and accept delivery of the Securities is subject to the approval of
certain legal matters by their counsel and to certain other conditions,
including the conditions that no stop order suspending the effectiveness of the
Registration Statement is in effect and no proceedings for such purpose are
pending or threatened by the Securities and Exchange Commission. The
Underwriters are obligated to take and pay for all the Securities offered hereby
if any are taken.
The Underwriters propose to offer all or part of the Securities directly to
the public at the public offering price set forth on the cover page hereof and
all or part to certain dealers at a price which represent concessions not to
exceed .400% of the principal amount of the Notes and .500% of the principal
amount of the Debentures. The Underwriters may allow, and any such dealer may
reallow, concessions to certain other dealers not to exceed .250% of the
principal amount of the Notes and .300% of the principal amount of the
Debentures. After the initial public offering, the public offering price and
such concessions may be changed.
In connection with the offering, the rules of the Securities and Exchange
Commission permit the Underwriters to engage in certain transactions that
stabilize the price of the Securities. Such transactions may consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
Securities.
If the Underwriters create a short position in the Securities in connection
with the offering (i.e., if they sell a larger principal amount of the
Securities than is set forth on the cover page of this Prospectus Supplement),
the Underwriters may reduce that short position by purchasing Securities in the
open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of such purchases.
Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Securities. In addition, neither
the Company nor any of the Underwriters makes any representations that the
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
In the Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.
The Company does not intend to apply for listing of the Notes or the
Debentures on a national securities exchange, but has been advised by the
Underwriters that they presently intend to make a market in the Securities as
permitted by applicable laws and regulations. The Underwriters are not
obligated, however, to make a market in the Securities, and any such market
making may be discontinued at any time at the sole discretion of the
Underwriters. Accordingly, no assurance can be given as to the liquidity of or
trading markets for the Securities.
S-8
<PAGE> 9
The Underwriters and their affiliates engage in transactions, including
commercial banking transactions, with and perform services for the Company and
its affiliates in the ordinary course of business.
In addition, an affiliate of Chase Securities Inc. is a lender to the
Company, and will receive a portion of the amounts repaid by the Company under
its credit agreements. See "Use of Proceeds."
S-9
<PAGE> 10
$325,000,000
KERR-MCGEE CORPORATION
DEBT SECURITIES
---------------------
Kerr-McGee Corporation may offer from time to time up to $325,000,000
aggregate principal amount of its debt securities (the "Debt Securities") on
terms to be determined at the time of sale. The specific designation, aggregate
principal amount, authorized denominations, purchase price, maturity, rate and
time of payment of any interest, any redemption terms or other specific terms
and any listing on a securities exchange of the Debt Securities with respect to
which this prospectus is being delivered (the "Offered Debt Securities") are set
forth in the accompanying Prospectus supplement (the "Prospectus Supplement"),
together with the terms of the Offered Debt Securities.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The Debt Securities will be sold directly, through agents designated from
time to time or through underwriters or dealers, as set forth in the Prospectus
Supplement. If any agents of the Company or any underwriters are involved in the
sale of the Offered Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts are set forth in the Prospectus Supplement. The net
proceeds to the Company from such sale are also set forth in the Prospectus
Supplement.
---------------------
The date of this Prospectus is October 16, 1997
<PAGE> 11
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------------
AVAILABLE INFORMATION
Kerr-McGee Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission. Information as of
particular dates concerning its directors and officers, their compensation, the
principal holder(s) of securities of the Company and any material interest of
such persons in transactions with the Company is disclosed in proxy statements
distributed to stockholders of the Company and filed with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, at prescribed rates. In addition, such reports,
proxy statements and other information concerning the Company can be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005, on which certain of the Company's securities are listed.
Registration statements, reports, proxy statements and other information filed
through the EDGAR system with respect to the Company are publicly available
through the Commission's web site (http://www.sec.gov).
---------------------
INCORPORATION OF CERTAIN DOCUMENT BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1996.
The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997 and June 30, 1997.
The Company hereby incorporates by reference in this Prospectus filed with
the Securities and Exchange Commission:
All documents filed by the Company pursuant to Section 13, 14, or 15(d) of
the Securities Exchange Act of 1934 subsequent to the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference in such documents).
Requests should be directed to Investor Relations, Kerr-McGee Corporation, P.O.
Box 25861, Oklahoma City, Oklahoma 73125 (Telephone 405-270-3125).
2
<PAGE> 12
THE COMPANY
Founded in 1929, Kerr-McGee Corporation ("Kerr-McGee" or the "Company") is
an energy and chemical company engaged in three businesses: crude oil and
natural gas exploration and production, coal mining and marketing, and inorganic
industrial specialty chemicals manufacturing and marketing. Effective December
31, 1996, the Company merged its North American onshore exploration and
production operations into Devon Energy Corporation ("Devon"), a publicly traded
oil and gas exploration and production company. The Company received 9,954,000
shares of Devon common stock, representing an ownership interest in Devon of
approximately 31%. The Company's principal areas of oil and gas exploration and
production are the Gulf of Mexico, the North Sea, China, Southeast Asia and
Yemen. The Company is among the largest non-integrated domestic energy companies
in terms of total reserves with 312 million barrels of oil equivalent at
December 31, 1996, including its proportional interest of Devon's reserves.
Kerr-McGee ranks seventh among U.S. coal producers in production tonnage. The
Company's coal mines include a large surface mine in the Powder River Basin in
Wyoming and a modern underground mine in southern Illinois. Kerr-McGee is a
global producer and marketer of titanium dioxide pigment, which is used in paint
and plastics. Plants are located in the United States, Western Australia, and
Saudi Arabia. The Company also produces electrolytic and specialty chemicals and
pressure-treated forest products. In August 1997, the Company completed a $300
million stock repurchase program that began in 1995.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Debt
Securities offered hereby will be used to retire outstanding debt and for
general corporate purposes. Any specific allocation of the proceeds to a
particular purpose that has been made at the date of the Prospectus Supplement
will be described therein.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the "Indenture"),
dated as of August 1, 1982 between the Company and Citibank, N.A., Trustee (the
"Trustee"), a copy of which is incorporated by reference as an exhibit to the
Registration Statement filed with the Securities Exchange Commission. References
in the parentheses are to the indicated Articles or Sections of the Indenture.
The following summaries of certain provisions of the Indenture do not purport to
be complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Indenture, including the definition therein of certain
terms.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time by
the Company. Reference is made to the Prospectus Supplement for the following
terms of the Offered Debt Securities: (i) the designation, aggregate principal
amount and authorized denominations of the Offered Debt Securities; (ii) the
percentage of their principal amount at which such Offered Debt Securities will
be issued; (iii) the date on which the Offered Debt Securities will mature; (iv)
the rate per annum, if any, at which the Offered Debt Securities will bear
interest; (v) the times at which any such interest will be payable; and (vi) any
redemption terms or other specific terms. Principal, premium, if any, and
interest, if any, will be payable and the Debt Securities will be transferable
at the corporate trust office of the Trustee, provided that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as it appears in the Debt Securities register.
The Debt Securities will be unsecured and will rank on a parity with all
other unsecured and unsubordinated indebtedness of the Company.
The Debt Securities will be issued only in fully registered form without
coupons. No service charge will be made for any transfer or exchange of such
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
3
<PAGE> 13
CERTAIN DEFINITIONS
The term "Subsidiary" will be defined as a corporation a majority of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more subsidiaries of the Company or by the Company and one
or more subsidiaries of the Company. The term "Restricted Subsidiary" will be
defined as any Subsidiary (a) which is designated a Restricted Subsidiary by
resolution of the Board of Directors, or (b) which owns or leases any Principal
Property (as defined below), except that such term shall exclude any Subsidiary
the principal business of which is leasing assets, financing the sale of
products or holding the securities of other Subsidiaries. The term "Principal
Property" will be defined as any mineral producing property capable of producing
minerals in paying quantities and any manufacturing plant (together with the
land upon which it is erected and fixtures comprising a part thereof) located in
the continental United States owned by the Company or any Restricted Subsidiary,
whether now owned or hereafter acquired (other than any facility hereafter
acquired for the control or abatement of atmospheric pollutants or contaminants,
water pollution, noise, odor or other pollution, or other facilities financed
through the issuance of industrial revenue bonds, or similar types of
financing), other than any such property or plant which, in the opinion of the
Board of Directors of the Company, is not of material importance to the total
business conducted by the Company and its Subsidiaries as a whole. The term
"Consolidated Net Tangible Assets" will be defined as the aggregate amount of
assets included on a consolidated balance sheet of the Company and its
Restricted Subsidiaries, less applicable reserves and other properly deductible
items and after deducting therefrom (a) all current liabilities and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all in accordance with generally accepted
accounting principles consistently applied. The term "Funded Debt" will be
defined to mean indebtedness for money borrowed, or evidenced by bonds,
debentures or similar instruments or agreements whether or not for money
borrowed having a maturity of more than one year from the date as of which the
amount is determined or having a maturity of less than one year but which is
renewable beyond one year from such date at the option of the borrower. The term
"Debt" will be defined to mean notes, bonds, debentures or other similar
evidences of indebtedness. The term "Mortgage" will be defined as a pledge,
mortgage or other lien securing debt. (Sections 101 and 1008).
RESTRICTIONS ON SECURED DEBT
If the Company or any Restricted Subsidiary shall after the date of the
Indenture incur or guarantee any Debt secured by a Mortgage on any Principal
Property owned or leased by the Company or any Restricted Subsidiary or on any
shares of stock or Debt of any Restricted Subsidiary, the Company will secure or
cause such Restricted Subsidiary to secure the Debt Securities equally and
ratably with (or prior to) such Debt, unless after giving effect thereto the
aggregate amount of all such Debt so secured together with the aggregate "value"
of all sale and leaseback transactions (as defined in the Indenture) involving
Principal Properties would not exceed 5% of the Consolidated Net Tangible Assets
of the Company and its Restricted Subsidiaries. This restriction will not apply
to, and there shall be excluded in computing secured Debt for the purpose of
such restriction, Debt secured by (a) Mortgages on property of, or on any shares
of stock or Debt of, the Company or a Restricted Subsidiary existing on the date
of the Indenture, (b) Mortgages on property of, or on any shares of stock or
Debt of, any corporation existing at the time such corporation becomes a
Restricted Subsidiary, (c) Mortgages on property of a Restricted Subsidiary
securing exclusively indebtedness of such Subsidiary owing to the Company or any
other Restricted Subsidiary, (d) Mortgages in favor of governmental bodies to
secure progress, advance or other payments, (e) Mortgages on property, shares of
stock or Debt existing at the time of acquisition thereof (including acquisition
through merger or consolidation) and certain purchase money and construction
mortgages, (f) Mortgages on property of the Company or a Restricted Subsidiary
to secure the payment of all or any part of the costs of exploration, drilling,
mining or development thereof for the purpose of increasing the production and
sale or other disposition of oil, gas or other minerals or any indebtedness
incurred to provide funds for all or any such purposes and (g) any extension,
renewal or refunding of any Mortgage referred to in the foregoing clauses (a)
through (f) inclusive. This restriction will also not apply to sale and
leaseback transactions the proceeds of which will be applied to the retirement
of Funded Debt. The sale or other transfer of any interest in property of the
character commonly referred to as a "production payment" shall not be deemed to
create secured Debt. (Sections 1008 and 1009).
4
<PAGE> 14
RESTRICTIONS ON SALES AND LEASEBACKS
Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction after the date of the Indenture involving any
Principal Property unless (a) the transaction is one where the sale or transfer
has occurred within 120 days after the completion of construction and
commencement of full operation of the Principal Property, (b) the Company or
such Restricted Subsidiary could mortgage such property pursuant to Section 1008
in an amount equal to the amount realized or to be realized upon such sale and
leaseback transaction without equally and ratably securing the Debt Securities,
or (c) the Company, within 120 days, applies to the retirement of its Funded
Debt an amount equal to the market "value" of the Principal Property so leased.
This restriction will not apply to any sale and leaseback transaction (a)
between the Company (or a Restricted Subsidiary) and a Restricted Subsidiary, or
(b) involving the taking back of a lease for a period of less than three years.
(Section 1009).
MERGER AND CONSOLIDATION
The Indenture provides that no consolidation or merger of the Company with
or into any other corporation, and no sale or conveyance of its property as an
entirety, or substantially as an entirety, may be made to another corporation
if, as a result thereof, any Principal Property would become subject to a
Mortgage, unless either (i) the Debt Securities shall be equally and ratably
secured with (or prior to) the Debt secured by such Mortgage, or (ii) such
Mortgage could be created pursuant to Section 1008 (see "Restrictions on Secured
Debt" above) without equally and ratably securing the Debt Securities. (Section
803).
MODIFICATION
Certain modifications and amendments of the Indenture may be made by the
Company and the Trustee only with the consent of the Holders of not less than
66 2/3% in aggregate principal amount of the Outstanding Debt Securities of all
series issued under the Indenture which are affected by the modification or
amendment (voting as one class); provided that no such modification or amendment
may, without the consent of the Holder of each Debt Security affected thereby,
(i) change the stated maturity date of the principal of, or any installment of
interest on, any such Debt Security; (ii) reduce the principal amount of, or the
interest (or premium, if any) on, any such Debt Security (including in the case
of a discounted Debt Security the amount payable upon acceleration of the
maturity thereof or provable in bankruptcy); (iii) change the currency of
payment of principal or interest (or premium, if any) on any such Debt Security;
(iv) impair the right to institute suit for the enforcement of any payment of
the principal of, and premium, if any, and interest on any such Debt Security or
adversely affect the right of repayment, if any, at the option of the Holder; or
(v) reduce the above-stated percentage of Holders of Debt Securities necessary
to modify or amend the Indenture. A modification or amendment which changes a
covenant or provision expressly included solely for the benefit of holders of
one or more particular series is deemed not to affect the rights of Holders of
Debt Securities of any other series. (Section 902).
Modifications and amendments may be made by the Company and the Trustee
without the consent of any of the Holders of Debt Securities (a) to evidence the
succession of another corporation to the Company and its assumption of the
obligations of the Company; (b) to convey to the Trustee any security the
Company may desire or be required to convey; (c) to add to the covenants of the
Company further covenants, restrictions or conditions for the protection of the
Holders of all or any series of Debt Securities; (d) to provide for the issuance
of Debt Securities in coupon form; (e) to establish the form or terms of Debt
Securities of any series; (f) to cure any ambiguity or correct any defect in the
Indenture or any other provision which shall not adversely affect the interests
of any Holder; or (g) to evidence the acceptance of appointment of a successor
trustee or permit administration of the trust by more than one trustee. (Section
901).
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of
Debt Securities as being any one of the following events and such other event as
may be established for the Debt Securities of a particular
5
<PAGE> 15
series: (a) default for 30 days in any payment of interest on any Debt Security
of such series; (b) default in any payment of principal, and premium, if any, on
any Debt Security of such series when due; (c) default in the payment of any
sinking fund installment when due; (d) default for 60 days after appropriate
notice in performance of any other covenant in the Indenture; or (e) certain
events in bankruptcy, insolvency or reorganization. No Event of Default with
respect to a particular series of Debt Securities issued under the Indenture
necessarily constitutes an Event of Default with respect to any other series of
Debt Securities issued thereunder. In case an Event of Default shall occur and
be continuing with respect to any series of Debt Securities, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Debt
Securities then outstanding of the series (or of all the Outstanding Debt
Securities in the case of defaults under clauses (d) and (e)) may declare the
principal of such series (or of all Outstanding Debt Securities, as the case may
be) to be due and payable. Any Event of Default with respect to a particular
series of Debt Securities may be waived by the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of such series (or
of all the Outstanding Debt Securities as the case may be), except in each case
a failure to pay principal or premium, if any, or interest on such Debt
Security. (Sections 501, 502 and 508).
The Indenture provides that the Trustee may withhold notice to the Holders
of the Debt Securities of any default (except in payment of principal or
premium, if any, or interest or sinking fund payment) if it considers it in the
interest of the Holders of the Debt Securities to do so (Section 602).
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Indenture
provides that the Trustee shall be under no obligation to exercise any of its
rights or powers under the Indenture at the request, order or direction of the
Holders of the Debt Securities unless such Holders shall have offered to the
Trustee reasonable indemnity. (Sections 601 and 603). Subject to such provisions
for indemnification and certain other rights of the Trustee, the Indenture
provides that the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of all series shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee. (Section
508).
TRUSTEE'S RELATIONSHIP WITH ISSUER
Citibank, N.A. is the Trustee under the Indenture and is also the Trustee
under the Indenture dated as of June 1, 1976 under which the Company's 8 1/2%
Sinking Fund Debentures due June 1, 2006 are outstanding.
Citibank, N.A. has been from time to time and may in the future be a
substantial lender to the Company. It is a depository for funds of the Company
and performs other services for the Company in the normal course of business.
The Indenture provides that the Company will indemnify the Trustee against any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee in connection with the acceptance or administration of the trust
created by the Indenture. (Section 607).
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (1) through
underwriters or dealers, (ii) directly to one or more purchasers; or (iii)
through agents. The Prospectus Supplement with respect to the Offered Debt
Securities sets forth the terms of the offering of the Offered Debt Securities,
including the name or names of any underwriters, the purchase price of the
Offered Debt Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the Offered
Debt Securities may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Unless
otherwise set forth in the Prospectus Supplement, the Debt Securities may be
offered to the public either through underwriting syndicates represented by
managing underwriters which will be named in the Prospectus Supplement or
directly by one or more of such firms. Unless otherwise set forth in the
Prospectus Supplement, the obligations
6
<PAGE> 16
of the underwriters to purchase the Offered Debt Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Offered Debt Securities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Offered Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Debt Securities in respect of which this Prospectus
is delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may be customers of, engage in
transactions with or perform services for the Company in the ordinary course of
business.
LEGAL MATTERS
Certain legal matters in connection with the Securities offered hereby will
be passed upon for the Company by Russell G. Horner, Jr., Senior Vice President,
Secretary and General Counsel of the Company, and for the purchasers by Simpson
Thacher & Bartlett (a partnership that includes professional corporations), New
York, New York. Simpson Thacher & Bartlett acts as counsel in various matters
for the Company from time to time.
EXPERTS
The audited financial statements and schedule incorporated by reference in
this Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. Reference is made to
said report, which includes an explanatory paragraph with respect to adoption by
the Company in 1995 of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of", as explained in Note 11 to the 1996 financial statements.
7
<PAGE> 17
=========================================================
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY AGENT OR UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company............................... S-2
Use of Proceeds........................... S-2
Ratio of Earnings to Fixed Charges........ S-2
Capitalization............................ S-3
Selected Financial and Operating Data..... S-4
Description of the Securities............. S-5
Underwriting.............................. S-8
PROSPECTUS
Available Information..................... 2
Incorporation of Certain Documents by
Reference............................... 2
The Company............................... 3
Use of Proceeds........................... 3
Description of Debt Securities............ 3
Plan of Distribution...................... 6
Legal Matters............................. 7
Experts................................... 7
================================================
</TABLE>
=========================================================
$300,000,000
KERR-MCGEE CORPORATION
$150,000,000 6.625% NOTES
DUE 2007
$150,000,000 7.125% DEBENTURES
DUE 2027
---------------------------
PROSPECTUS SUPPLEMENT
OCTOBER 16, 1997
---------------------------
LEHMAN BROTHERS
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
=========================================================
