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
Date of report (date of earliest event reported): February 26, 1999
KERR-McGEE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-3939 73-0311467
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
Kerr-McGee Center, Oklahoma City, Oklahoma 73125
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 270-1313
(Former name or former address, if changed since last report):
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ITEM 2. Acquisition or Disposition of Assets
On February 26, 1999, Oryx Energy Company, a Delaware corporation
("Oryx"), was merged (the "Merger") into Kerr-McGee Corporation, a
Delaware corporation ("Kerr-McGee"), with Kerr-McGee being the surviving
corporation, pursuant to an Agreement and Plan of Merger, dated as of
October 14, 1998 (the "Merger Agreement"), between Kerr-McGee and Oryx.
As a result of the Merger (and a reverse stock split (the "Reverse
Split") effected by Oryx immediately prior to the Merger), (i) all shares
of common stock, par value $1.00 per share, of Oryx ("Oryx Common Stock")
owned by Kerr-McGee or held by Oryx immediately prior to the Merger were
canceled and retired, and (ii) except as provided in (i), each share of
Oryx Common Stock issued and outstanding immediately prior to the Reverse
Split was converted into the right to receive 0.369 shares of common
stock, par value $1.00 per share, of Kerr-McGee ("Kerr-McGee Common
Stock").
In connection with the Merger and pursuant to the Merger Agreement,
Kerr-McGee entered into the First Supplemental Indenture, dated as of
February 26, 1999 (the "Chase Bank Supplemental Indenture"), among Oryx,
Kerr-McGee and Chase Bank of Texas, National Association ("Chase Bank"),
as trustee. Pursuant to the Chase Bank Supplemental Indenture, Kerr-
McGee has expressly assumed the due and punctual payment of the principal
of, and premium, if any, and interest on all of Oryx's 7 1/2% Convertible
Subordinated Debentures due May 15, 2014 (the "Debentures") according to
their tenor, and the due and punctual performance and observance of all
of the covenants and conditions to be performed by Oryx in connection
with the Debentures. The Debentures shall be convertible into shares of
Kerr-McGee Common Stock upon the terms and conditions set forth in the
Chase Bank Supplemental Indenture, and in accordance therewith the
Conversion Price (as such term is defined in the Chase Bank Supplemental
Indenture) was adjusted to be $106.0298.
Furthermore, in connection with the Merger and pursuant to the
Merger Agreement, Kerr-McGee entered into the Second Supplemental
Indenture, dated as of February 26, 1999 (the "BONY Supplemental
Indenture"), among Oryx, Kerr-McGee and The Bank of New York ("BONY"), as
trustee. Pursuant to the BONY Supplemental Indenture, Kerr-McGee has
expressly assumed the due and punctual payment of the principal of, and
premium, if any, and interest on all of the Securities (as such term is
defined in the BONY Supplemental Indenture) according to their tenor, and
the due and punctual performance and observance of all of the covenants
and conditions to be performed by Oryx in connection therewith.
Copies of the Chase Bank Supplemental Indenture and the BONY
Supplemental Indenture are attached hereto as exhibits, and the foregoing
descriptions of such agreements are qualified in their entirety by
reference to the full text of such exhibits.
The terms of the Merger were described in the Joint Proxy
Statement/Prospectus of Kerr-McGee and Oryx dated January 27, 1999, which
was included in Kerr-McGee's Registration Statement on Form S-4 (File No.
333-67447). A press release announcing the adoption of the Merger
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Agreement by the stockholders of each of Kerr-McGee and Oryx was issued
on February 26, 1999, and the information contained therein is
incorporated herein by reference to Exhibit 99.1 to Kerr-McGee's Current
Report on Form 8-K filed February 26, 1999.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired
The financial statements of Oryx are hereby incorporated by
reference to the Annual Report of Oryx Energy Company on Form 10-K for
the year ended December 31, 1997 and the Quarterly Report of Oryx Energy
Company on Form 10-Q for the quarterly period ended September 30, 1998.
(b) Pro Forma Financial Information
The pro forma information related to the consummation of the Merger
is hereby incorporated by reference to the Registration Statement on Form
S-4 of Kerr-McGee Corporation, filed with the Securities and Exchange
Commission on January 27, 1999 (File No. 333-67447).
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger by and between Kerr-McGee
Corporation and Oryx Energy Company, dated as of October
14, 1998 (incorporated by reference to Exhibit 2 to the
Registration Statement on Form S-4 of Kerr-McGee
Corporation (File No. 333-67447)).
4.1 First Supplemental Indenture among Oryx Energy Company, Kerr-
McGee Corporation and Chase Bank of Texas, National
Association, as trustee, dated as of February 26, 1999.
4.2 Second Supplemental Indenture among Oryx Energy Company, Kerr-
McGee Corporation and The Bank of New York, as trustee, dated
as of February 26, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
KERR-McGEE CORPORATION
/s/ John M. Rauh
By: John M. Rauh
Vice President and Treasurer
Date: March 11, 1999
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EXHIBIT INDEX
Exhibit No. Description Page
No.
2.1 Agreement and Plan of Merger by and between
Kerr-McGee Corporation and Oryx Energy Company,
dated as of October 14, 1998 (incorporated by reference
to Exhibit 2 to the Registration Statement on Form S-4
of Kerr-McGee Corporation (File No. 333-67447)).
4.1 First Supplemental Indenture among Oryx Energy Company,
Kerr-McGee Corporation and Chase Bank of Texas, National
Association, as trustee, dated as of February 26, 1999.
4.2 Second Supplemental Indenture among Oryx Energy Company,
Kerr-McGee Corporation and The Bank of New York, as
trustee, dated as of February 26, 1999.
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Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of February 26,
1999 (this "First Supplemental Indenture"), is among ORYX ENERGY COMPANY, a
Delaware corporation (the "Company"), KERR-MCGEE CORPORATION, a Delaware
corporation (the "Successor Corporation"), and CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION (formerly Texas Commerce Bank National Association), a national
banking association, as trustee (in such capacity, the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to the
Indenture, dated as of May 15, 1989 (the "Indenture"), pursuant to which the
Company issued its 7-1/2% Convertible Subordinated Debentures due 2014 (the
"Debentures");
WHEREAS, subject to the satisfaction or waiver of the
conditions set forth in the Agreement and Plan of Merger, dated as of October
14, 1998, between the Company and the Successor Corporation, the Company will
merge with and into the Successor Corporation (the "Merger");
WHEREAS, immediately prior to the Merger, the Company will
effect a reverse stock split (the "Reverse Split") of the common stock of the
Company (the "Common Stock") in which each share of Common Stock will be
reclassified as 0.369 shares of Common Stock;
WHEREAS, at the effective time of the Merger (the "Effective
Time"), each share of Common Stock outstanding after effecting the Reverse
Split will be converted into the right to receive one share of the common
stock of the Successor Corporation ("Successor Corporation Common Stock");
WHEREAS, Section 12.01 of the Indenture provides that the
Company may merge into another corporation, provided that the successor
corporation (if other than the Company) expressly assumes, by supplemental
indenture satisfactory in form to the Trustee, the due and punctual payment
of the principal of and premium, if any, and interest on all of the
Debentures, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of the Indenture to be
performed by the Company;
WHEREAS, Section 11.01(b) of the Indenture provides that the
Company, when authorized by the resolutions of its Board of Directors, and
the Trustee may enter into an indenture supplemental to the Indenture without
the consent of any Debentureholders for the purpose of evidencing the
succession of another corporation to the Company and the assumption by the
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successor corporation of the covenants, agreements and obligations of the
Company pursuant to Article 12 of the Indenture;
WHEREAS, Section 11.01(e) of the Indenture provides that the
Company, when authorized by the resolutions of its Board of Directors, and
the Trustee may enter into an indenture supplemental to the Indenture without
the consent of any Debentureholders for the purpose of curing any ambiguity
or correcting or supplementing any provision contained in the Indenture or in
any supplemental indenture which may be defective or inconsistent with any
other provision contained in the Indenture or in any supplemental indenture;
WHEREAS, the Company, pursuant to the foregoing authority,
proposes in and by this First Supplemental Indenture to amend the Indenture
in certain respects; and
WHEREAS, all things necessary to make this First
Supplemental Indenture a valid agreement of the Company and the Successor
Corporation, in accordance with its terms, and a valid amendment of and
supplement to the Indenture, have been done.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used herein and not otherwise defined have the meanings
assigned to such terms in the Indenture.
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ARTICLE II
ASSUMPTION OF OBLIGATIONS
BY SUCCESSOR CORPORATION
Section 2.1 Assumption of Obligation to Make Payments on
Debentures
Pursuant to Section 12.01 of the Indenture, commencing at
the Effective Time, the Successor Corporation hereby unconditionally and
expressly assumes all obligations of the Company to make due and punctual
payment of the principal of and premium, if any, and interest on all of the
Debentures according to their tenor.
Section 2.2 Assumption of Covenants and Conditions
Pursuant to Section 12.01 of the Indenture, commencing at
the Effective Time, the Successor Corporation hereby unconditionally and
expressly assumes all obligations of the Company to duly and punctually
perform and observe all of the covenants and conditions of the Indenture to
be performed by the Company.
ARTICLE III
CONVERSION OF DEBENTURES
Section 3.1 Conversion of Debentures into Successor
Corporation Common Stock
Commencing at the Effective Time, any Debentures surrendered
to the Successor Corporation for conversion into Common Stock pursuant to
Article XV of the Indenture will be convertible into Successor Corporation
Common Stock in fulfillment of the rights and duties of the Company
prescribed in Article XV of the Indenture.
Section 3.2 Adjustment of Conversion Price
Upon completion of the Reverse Split, the Conversion Price
for the Debentures will be adjusted pursuant to Section 15.05(a) of the
Indenture so that the holder of any Debenture thereafter surrendered for
conversion shall be entitled to receive the number of shares of Successor
Corporation Common Stock that the holder would have owned or have been
entitled to receive after the occurrence of the Reverse Split had such
Debenture been converted immediately prior to the Reverse Split. The
Conversion Price for the Debentures as so adjusted shall be $106.0298 or such
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conversion price as further adjusted from time to time as provided in the
Indenture.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Ratification of Indenture
This First Supplemental Indenture shall be construed as
supplemental to the Indenture and shall form a part thereof, and the
Indenture is hereby incorporated by reference herein and, as supplemented,
modified and restated hereby, is ratified, approved and confirmed.
Section 4.2 Provisions Binding on Successor Corporation's
Successors
All covenants and agreements in this First Supplemental
Indenture by the Successor Corporation shall bind its successors and assigns,
whether so expressed or not.
Section 4.3 Governing Law
This First Supplemental Indenture shall be governed and
construed in accordance with the laws of the State of New York, without
regard to the conflict of laws rules of such state.
Section 4.4 Benefits of Indenture
Nothing in this First Supplemental Indenture, express or
implied, shall give to any person, other than the parties hereto and their
successors under the Indenture and the Debentureholders, any benefit or any
legal or equitable right, remedy or claim under the Indenture.
Section 4.5 Counterparts
This First Supplemental Indenture may be signed in any
number of counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together
shall be deemed an original of this First Supplemental Indenture.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their respective seals
to be hereunto affixed and attested, all as of the date first written above.
ORYX ENERGY COMPANY
By: /s/ STEVEN J. FLOWERS
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Name: Steven J. Flowers
Title: Vice President &
Treasurer
[CORPORATE SEAL]
Attest:
/s/ WILLIAM C. LEMMER
-------------------------------
Title: Vice President, General
Counsel & Secretary
KERR-MCGEE CORPORATION
By: /s/ JOHN M. RAUH
------------------------------
Name: John M. Rauh
Title: Vice President and
Treasurer
[CORPORATE SEAL]
Attest:
/s/ DON HAGER
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Title: Assistant Secretary
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CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
By: /s/ MICHAEL A. SCRIVNER
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Name: Michael A. Scrivner
Title: Vice President
[CORPORATE SEAL]
Attest:
/s/ SIGNATURE OF VP
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Title: Vice President
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Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of February 26,
1999 (this "Second Supplemental Indenture"), is among ORYX ENERGY COMPANY, a
Delaware corporation (the "Company"), KERR-MCGEE CORPORATION, a Delaware
corporation (the "Successor Corporation"), and THE BANK OF NEW YORK, a New
York banking corporation, as trustee (in such capacity, the "Trustee").
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture, dated as of September 15, 1988 (as amended by
the First Supplemental Indenture dated as of April 1, 1991, the "Indenture"),
providing for the issuance from time to time of its unsecured debentures,
notes and other evidences of indebtedness (herein and therein called the
"Securities");
WHEREAS, subject to the satisfaction or waiver of the
conditions set forth in the Agreement and Plan of Merger, dated as of October
14, 1998, between the Company and the Successor Corporation, the Company will
merge with and into the Successor Corporation (the "Merger");
WHEREAS, Section 801 of the Indenture provides that the
Company may merge with or into another corporation provided that the
successor corporation (if other than the Company) expressly assumes, by
supplemental indenture satisfactory in form to the Trustee, the due and
punctual payment of the principal of, and premium, if any, and interest on,
all of the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture to be performed by the Company;
WHEREAS, Section 901 of the Indenture provides that the
Company, when authorized by the resolutions of its Board of Directors, and
the Trustee may enter into an indenture supplemental to the Indenture without
the consent of any Holders for the purpose of evidencing the succession of
another corporation to the Company and the assumption by such successor
corporation of the covenants contained therein and in the Securities pursuant
to Article Eight of the Indenture;
WHEREAS, the Company, pursuant to the foregoing authority,
proposes in and by this Second Supplemental Indenture to amend the Indenture
in certain respects; and
WHEREAS, all things necessary to make this Second
Supplemental Indenture a valid agreement of the Company and the Successor
Corporation, in accordance with its terms, and a valid amendment of and
supplement to the Indenture, have been done.
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NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used herein and not otherwise defined have
the meanings assigned to such terms in the Indenture.
ARTICLE II
ASSUMPTION OF OBLIGATIONS
Section 2.1 Assumption of Obligation to Make Payments on
Securities
Pursuant to Section 801 of the Indenture, commencing at the
effective time of the Merger (the "Effective Time"), the Successor
Corporation hereby unconditionally and expressly assumes all obligations of
the Company to make due and punctual payment of the principal of, and
premium, if any, and interest on, all of the Securities according to their
tenor.
Section 2.2 Assumption of Covenants and Conditions
Pursuant to Section 801 of the Indenture, commencing at the
Effective Time, the Successor Corporation hereby unconditionally and
expressly assumes all obligations of the Company to duly and punctually
perform and observe all of the covenants and conditions of the Indenture.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Ratification of Indenture
This Second Supplemental Indenture shall be construed as
supplemental to the Indenture and shall form a part thereof, and the
Indenture is hereby incorporated by reference herein and, as supplemented,
modified and restated hereby, is ratified, approved and confirmed.
Section 3.2 Provisions Binding on Successor Corporation's
Successors
All covenants and agreements in this Second Supplemental
Indenture by the Successor Corporation shall bind its successors and assigns,
whether so expressed or not.
Section 3.3 Governing Law
This Second Supplemental Indenture shall be governed and
construed in accordance with the laws of the State of New York, without
regard to the conflict of laws rules of such state.
Section 3.4 Benefits of Indenture
Nothing in this Second Supplemental Indenture, express or
implied, shall give to any person, other than the parties hereto and their
successors under the Indenture and the Holders, any benefit or any legal or
equitable right, remedy or claim under the Indenture.
Section 3.5 Counterparts
This Second Supplemental Indenture may be signed in any
number of counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together
shall be deemed an original of this Second Supplemental Indenture.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, and their respective seals
to be hereunto affixed and attested, all as of the date first written above.
ORYX ENERGY COMPANY
By: /s/ STEVEN J. FLOWERS
------------------------------
Name: Steven J. Flowers
Title: Vice President &
Treasurer
[CORPORATE SEAL]
Attest:
/s/ WILLIAM C. LEMMER
-------------------------------
Title: Vice President, General
Counsel & Secretary
KERR-MCGEE CORPORATION
By: /s/ JOHN M. RAUH
------------------------------
Name: John M. Rauh
Title: Vice President and
Treasurer
[CORPORATE SEAL]
Attest:
/s/ DON HAGER
-------------------------------
Title: Assistant Secretary
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THE BANK OF NEW YORK
By: /s/ VAN K. BROWN
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Name: Van K. Brown
Title: Assistant Vice
President
Attest:
/s/ THOMAS C. KNIGHT
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Title: Assistant Vice
President
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