SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 22, 1998
(Date of Report - Date of earliest event reported)
KERR-MCGEE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-3939 73-0311467
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
(Address of principal executive offices) (Zip Code)
(405) 270-1313
(Registrant's telephone number)
Item 5. Other Events
Kerr-McGee Chemical LLC entered into an agreement to initially acquire
an 80% interest in Bayer AG's European titanium dioxide pigment marketing,
research and development, and manufacturing activities in Uerdingen, Germany,
and Antwerp, Belgium.
Kerr-McGee Chemical LLC has signed a letter of intent with Finnish
Chemicals Oy to sell substantially all of its electrolytic and specialty
chemical businesses. The sale is contingent on a definitive agreement.
Kerr-McGee Corporation announced that its board of directors has
authorized management to exit its coal business, which is conducted through
Kerr-McGee Coal Corporation, a wholly owned subsidiary.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 News Release dated January 22, 1998, announcing Kerr-McGee
to acquire European titanium dioxide business of Bayer AG.
99.2 News Release dated January 27, 1998, announcing Kerr-McGee
signs letter of intent to sell selected Chemical
businesses.
99.3 News Release dated January 27, 1998, announcing
Kerr-McGee's intent to exit the coal business.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KERR-MCGEE CORPORATION
By: (Deborah A. Kitchens)
Deborah A. Kitchens
Vice President and Controller
Dated: February 2, 1998
EXHIBIT INDEX
Exhibit No. Description
99.1 News Release dated January 22, 1998 announcing
Kerr-McGee to acquire Bayer's European titanium dioxide
business.
99.2 News Release dated January 27, 1998 announcing
Kerr-McGee signs letter of intent to sell selected
Chemical businesses.
99.3 News Release dated January 27, 1998
announcing Kerr-McGee's intent to exit coal
business.
Exhibit 99.1
Contact: Richard C. Buterbaugh
(405) 270-3561
Kerr-McGee to Acquire Bayer's European Titanium Dioxide Business
OKLAHOMA CITY (Jan. 22, 1998) -- Kerr-McGee Chemical LLC and Bayer AG
have agreed to terms regarding the European titanium dioxide (TiO2) pigment
business of Bayer. Kerr-McGee will initially acquire an 80% stake in Bayer's
TiO2 marketing, research and development, and manufacturing activities at
Uerdingen, Germany, and Antwerp, Belgium.
"We are very pleased with this transaction as it is an integral part of
the company's strategy for growing its titanium dioxide pigment business," said
Luke R. Corbett, Kerr-McGee chairman and chief executive officer. "The addition
of Bayer's 130,000 metric tons of TiO2 capacity and European location will
enable us to meet growing customer demand for TRONOX(R) product worldwide."
Under the terms of the agreement, Kerr-McGee is scheduled to begin
operating these facilities April 1, 1998 and intends to convert these properties
to Kerr-McGee's proprietary chloride technology.
Kerr-McGee Chemical LLC is wholly owned by Kerr-McGee Corp. (NYSE: KMG).
# # #
98-04
Exhibit 99.2
Kerr-McGee Signs Letter of Intent to Sell Selected Chemical Businesses
OKLAHOMA CITY (Jan. 27, 1998) -- Kerr-McGee Chemical LLC has signed a
letter of intent with Finnish Chemicals Oy to sell substantially all of its
electrolytic and specialty chemical businesses. The letter of intent covers the
marketing, research and development, plant operations, other services and
personnel associated with Kerr-McGee's Hamilton, Miss., and Henderson, Nev.,
electrolytic chemical facilities. The sale is contingent on a definitive
agreement.
"This is another step in executing our strategy of continuously
reviewing all of our operations to maximize their value for our shareholders,"
said Luke R. Corbett, Kerr-McGee chairman and chief executive officer. "This
transaction and the pending sale of our ammonium perchlorate business to
American Pacific Corp. will allow us to more fully concentrate on our growing
worldwide titanium dioxide pigment business."
In a transaction announced last week, Kerr-McGee agreed to acquire the
European titanium dioxide operations of Bayer AG. Combined with the current
expansion of the Hamilton pigment plant, Kerr-McGee's total production capacity
will increase more than 70%.
Kerr-McGee Chemical LLC is wholly owned by Kerr-McGee Corp. (NYSE: KMG).
# # #
Contact: Rick Buterbaugh
270-3561
98-06
Exhibit 99.3
Kerr-McGee Announces Intent to Exit Coal Business
OKLAHOMA CITY (Jan. 27, 1998) -- Kerr-McGee Corp. (NYSE: KMG) announced
today that its board of directors has authorized management to exit its coal
business, which is conducted through Kerr-McGee Coal Corp., a wholly owned
subsidiary. This decision is part of Kerr-McGee's ongoing strategic program to
concentrate on its oil and gas exploration and production business and its
principal chemical business, titanium dioxide pigments.
"While coal has been a strong performer for us over the years, we
believe that the strategic decision to concentrate on our oil and gas
exploration and production business and principal chemical business, titanium
dioxide pigments, will create the greatest long-term value for our
shareholders," said Luke R. Corbett, Kerr-McGee chairman and chief executive
officer. "Our coal assets will be very attractive to an owner that is in a
position to commit necessary resources to continue to develop the business.
Kerr-McGee grew its coal business internally, and I want to thank each and every
employee of Kerr-McGee Coal for their part in making it such a success."
Kerr-McGee Coal is the seventh-largest U.S. coal producer, operating two
high-quality mines located in the Powder River and Illinois basins. The Jacobs
Ranch surface mine in Wyoming is one of the nation's largest, with 1997
production of 27 million tons of low-sulfur coal. The mine's production capacity
increased in 1997 to 39 million tons annually. Kerr-McGee has nominated the
Thundercloud tract, with more than 400 million tons of reserves adjacent to
Jacobs Ranch, for leasing from the U.S. Bureau of Land Management through a
bidding process in June 1998. The Galatia Mine in Illinois produces high-Btu
coal, with sulfur content among the lowest in the Illinois Basin. It is one of
the country's premier underground mines and, with 6.6 million tons of annual
production capacity, the largest in the Midwest.
In 1996 and 1997, Kerr-McGee Coal Corp. had sales of $365 million and
$323 million, respectively, and operating profit of $75 million and $44 million,
respectively. The 1997 decline was attributable primarily to an interruption of
operations at the Galatia Mine as well as the disruption of Powder River Basin
operations occasioned by transportation problems. In 1998, sales and operating
profits are expected to return to the levels achieved in 1996.
Kerr-McGee has retained Lazard Freres & Co. LLC as its financial advisor
in connection with its coal business.
(Forward-looking statements in this news release depend on certain
events, risks and uncertainties that may be outside the company's control, such
as the geology of its coal mines, general economic conditions, and other risks
discussed in the company's Form 10-K and Form 10-Q filed with the SEC. Actual
results and developments may differ from those expressed or implied in this news
release.)
# # #
Contact: Rick Buterbaugh
270-3561
98-05
