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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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KERR-McGEE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 73-0311467
(State of Incorporation) (I.R.S. Employer Identification No.)
Kerr-McGee Center, Oklahoma City, Oklahoma 73125
(Address of Principal Executive Offices, Zip Code)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective upon filing pursuant to General Act and is effective pursuant to General Instruction A.(d),
Instruction A.(c), please check the following box. [X] please check the following box. [ ]
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Securities Act registration statement file numbers to which this form relates:
333-76951
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
Exchangeable Notes due 2004 New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Exchangeable Notes due 2004 (DECS/SM/) issued by the
Registrant set forth under the caption "Description of DECS" in the prospectus
filed by the Registrant pursuant to Rule 424(b) of the rules of regulations of
the Securities and Exchange Commission (file no. 333-76951), under the
Securities Act of 1933, as amended, is incorporated herein by reference.
Item 2. Exhibits
1.1 Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference from Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the year ended, December 31, 1998).
1.2 By-laws of the Registrant (incorporated herein by reference from Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year ended,
December 31, 1998).
1.3 Form of Registrant's Exchangeable Note due 2004 (incorporated herein by
reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K
dated July 27, 1999).
1.4 Indenture dated as of August 1, 1982 between the Registrant and Citibank,
N.A. (incorporated herein by reference from Exhibit 4.1 to the
Registrant's Form S-3 Registration Statement (file no. 2-78952)).
1.5 Supplemental Indenture between the Registrant and Citibank, N.A.
(incorporated herein by reference from Exhibit 4(2) to the Registrant's
Form S-3 Registration Statement (file no. 333-76951)).
1.6 Form of Second Supplemental Indenture between the Registrant and Citibank,
N.A. (incorporated by reference from Exhibit 4.1 to the Registrant's
Current Report on Form 8-K dated July 27, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized, on this 27th day of
July, 1999.
KERR-McGEE CORPORATION
By: /s/ Debra A. Kitchens
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Name: Debra A. Kitchens
Title: Vice President, Controller and
Chief Accounting Officer
Dated: July 27, 1999
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EXHIBIT INDEX
Exhibit No. Description
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1.1 Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference from Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended,
December 31, 1998).
1.2 By-laws of the Registrant (incorporated herein by reference from
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended, December 31, 1998).
1.3 Form of Registrant's Exchangeable Note due 2004 (incorporated
herein by reference from Exhibit 4.1 to the Registrant's Current
Report on Form 8-K dated July 27, 1999).
1.4 Indenture dated as of August 1, 1982 between the Registrant and
Citibank, N.A. (incorporated herein by reference from Exhibit 4.1
to the Registrant's Form S-3 Registration Statement (No. 2-78952)).
1.5 Supplemental Indenture between the Registrant and Citibank, N.A.
(incorporated herein by reference from Exhibit 4(2) to the
Registrant's Form S-3 Registration Statement (No. 333-76951)).
1.6 Form of Seconds Supplemental Indenture between the Registrant and
Citibank, N.A. (incorporated by reference from Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated July 27, 1999) .
