<PAGE> 1
As filed with the Securities and Exchange Commission
on December 16, 1999
Registration No. 333-
-------
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KERR-McGEE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-0311467
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
(405) 270-1313
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
----------
KERR-McGEE CORPORATION PERFORMANCE SHARE PLAN
(Full Title of the Plan)
Luke R. Corbett
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
(405) 270-1313
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Securities Amount To Be Maximum Offering Aggregate Offering Amount of
To Be Registered Registered Price Per Share Price Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 Par Value
Per Share(a) 1,500,000 shs $54.90625 $82,359,375(b) $21,743(b)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes stock purchase rights associated with the Common Stock. (b)
Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the
basis of the average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange on December 10, 1999.
===============================================================================
<PAGE> 2
This Registration Statement covers 1,500,000 shares of the common stock, $1.00
par value per share ("Common Stock") of Kerr-McGee Corporation (the "Company"
or the "Registrant") to be issued under the Kerr-McGee Corporation Performance
Share Plan.
PART I
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), File No.
1-3939, are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999
(e) Current Report on Form 8-K dated January 14, 1999 filed as of
January 19, 1999
(f) Current Report on Form 8-K/A dated January 14, 1999 filed as of
January 26, 1999
(g) Current Report on Form 8-K dated February 26, 1999 filed as of
February 26, 1999
(h) Current Report on Form 8-K dated February 26, 1999 filed as of
March 11, 1999
(i) Current Report on Form 8-K dated April 29, 1999 filed as of April
30, 1999
(j) Current Report on Form 8-K dated May 11, 1999 filed as of May 12,
1999
(k) Current Report on Form 8-K dated February 26, 1999 filed as of
June 4, 1999
(l) Current Report on Form 8-K/A dated February 26, 1999 filed as of
July 16, 1999
(m) Current Report on Form 8-K/A dated February 26, 1999 filed as of
July 26, 1999
1
<PAGE> 3
(n) Current Report on Form 8-K dated July 27, 1999 filed as of July
29, 1999
(o) Current Report on Form 8-K dated October 15, 1999 filed as of
October 15, 1999
(p) The description of the Company's common stock contained in
Amendment No. 1 to Form S-3 dated May 24, 1999 (File No. 333-76951)
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such officer, director,
employee or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer or director is successful on the merits or otherwise in the defense
of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.
2
<PAGE> 4
Article SEVENTH (2) of the Restated Certificate of Incorporation of
the Company provides as follows:
"To the full extent permitted by the General Corporation Law of
the State of Delaware as the same exists or may hereafter be
amended, a director of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. No repeal, amendment or
modification of this article, whether direct or indirect, shall
eliminate or reduce its effect with respect to any act or
omission of a director of the Corporation occurring prior to
such repeal, amendment or modification."
Article XXII of the ByLaws of the Company provides that the Company
shall indemnify to the fullest extent permitted by law any person made, or
threatened to be made, a party to an action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director, officer or employee of the Company or serves or
served any other enterprise at the request of the Company.
In addition, the Company has director and officer insurance and other
insurance policies which insure directors and officers against loss in
connection with actions taken or omitted to be taken in their official
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of all Exhibits filed as part of this Registration Statement is
as follows:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
4.1 Amended and Restated Rights Agreement dated as of
July 9, 1996, filed as Exhibit 1 to the report on
Form 8-K dated July 9, 1996, and incorporated herein
by reference.
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C>
5.1 Opinion of Gregory F. Pilcher, Vice President,
General Counsel and Corporate Secretary of the
Company, as to the legality of the Common Stock
being registered.
23.1 Consent of Arthur Andersen LLP relating to
Kerr-McGee Corporation financial statements.
23.2 Consent of Gregory F. Pilcher (Contained in Exhibit
5.1).
23.3 Consent of PricewaterhouseCoopers LLP relating to
Kerr-McGee Corporation financial statements.
24 Powers of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act").
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
4
<PAGE> 6
<TABLE>
<S> <C>
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement,
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to
Sections 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
</TABLE>
2. That, for the purposes of determining any liability under the
Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining any liability under the
Act, each filing of the Registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oklahoma City, State of Oklahoma, on this
15th day of December, 1999.
KERR-McGEE CORPORATION
(Registrant)
By: /s/ Luke R. Corbett *
-------------------------------
Luke R. Corbett
Chairman of the Board,
Chief Executive Officer and Director
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Luke R. Corbett* Chairman of the Board, December 15, 1999
- ------------------------------------ Chief Executive Officer
Luke R. Corbett and Director
- ------------------------------------ Vice Chairman and December 15, 1999
Tom J. McDaniel Director
/s/ Robert M. Wohleber* Senior Vice President December 15, 1999
- ------------------------------------ and Chief Financial Officer
Robert M. Wohleber
/s/ Deborah A. Kitchens* Vice President, Controller December 15, 1999
- ------------------------------------ and Chief Accounting Officer
Deborah A. Kitchens
/s/ William E. Bradford* Director December 15, 1999
- ------------------------------------
William E. Bradford
/s/ Sylvia A. Earle* Director December 15, 1999
- ------------------------------------
Sylvia A. Earle
/s/ David C. Genever-Watling* Director December 15, 1999
- ------------------------------------
David C. Genever-Watling
/s/ Martin C. Jischke* Director December 15, 1999
- ------------------------------------
Martin C. Jischke
/s/ William C. Morris* Director December 15, 1999
- ------------------------------------
William C. Morris
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John J. Murphy* Director December 15, 1999
- ------------------------------------
John J. Murphy
/s/ Leroy C. Richie* Director December 15, 1999
- ------------------------------------
Leroy C. Richie
/s/ Matthew R. Simmons* Director December 15, 1999
- ------------------------------------
Matthew R. Simmons
/s/ Farah M. Walters* Director December 15, 1999
- ------------------------------------
Farah M. Walters
/s/ Ian L. White-Thomson* Director December 15, 1999
- ------------------------------------
Ian L. White-Thomson
*By: December 15, 1999
--------------------------------
Tom J. McDaniel
as Attorney-in-Fact
</TABLE>
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C>
4.1 Amended and Restated Rights Agreement dated as of July 9,
1996, filed as Exhibit 1 to the report on Form 8-K dated July
9, 1996, and incorporated herein by reference.
5.1 Opinion of Gregory F. Pilcher, Vice President, General
Counsel and Corporate Secretary of the Company, as to the
legality of the Common Stock being registered.
23.1 Consent of Arthur Andersen LLP relating to Kerr-McGee
Corporation financial statements.
23.2 Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).
23.3 Consent of PricewaterhouseCoopers LLP relating to Kerr-McGee
Corporation financial statements.
24 Powers of Attorney
</TABLE>
i
<PAGE> 1
EXHIBIT 5.1
December 15, 1999
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
Re: FORM S-8 REGISTRATION STATEMENT COVERING SECURITIES ISSUABLE
UNDER THE PERFORMANCE SHARE PLAN
Gentlemen:
You have requested my advice with respect to the legality of the shares
of Common Stock, par value $1.00 per share ("Common Stock") of Kerr-McGee
Corporation, a Delaware corporation ("Company") to be registered with the
Securities and Exchange commission on a Form S-8 Registration Statement
("Registration Statement") and issuable pursuant to the Kerr-McGee Corporation
Performance Share Plan ("Plan").
In connection with the foregoing request, I, or a member of my staff,
have examined the Registration Statement, the Company's Certificate of
Incorporation and Bylaws, as amended to date, corporate minutes, the Plan, and
such other documents and records as I deem necessary to render the opinions
contained herein. I have assumed the genuineness of all signatures and
conformity to original documents of copies of such documents. As to any facts
relevant to my opinion, I have relied upon information given to me by the
Officers of the Company and others.
Based on the foregoing, it is my opinion that:
1. The Company is in good standing under the laws of the
State of Delaware.
2. The authorized but unissued shares of Common Stock
being registered pursuant to the Registration
Statement have been duly authorized by the Company
and will, upon being issued under the Plan as
described in the Registration Statement, be validly
issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the captioned
Registration Statement.
Sincerely,
Gregory F. Pilcher
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 26, 1999, included in the Form 8-K/A, filed July 26, 1999, of
Kerr-McGee Corporation for the year ended December 31, 1998.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
December 15, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Kerr-McGee Corporation of our report dated February 26,
1999 appearing in Kerr-McGee Corporation's Current Report on Form 8-K/A and
relating to the consolidated financial statements of Oryx Energy Company, which
financial statements are not separately presented therein.
PricewaterhouseCoopers LLP
Dallas, Texas
December 15, 1999
<PAGE> 1
EXHIBIT 24
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument
effective the 1st day of November, 1999.
/s/ WILLIAM E. BRADFORD
------------------------------------
WILLIAM E. BRADFORD, DIRECTOR
<PAGE> 2
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in her capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument
effective the 1st day of November, 1999.
/s/ SYLVIA A. EARLE
----------------------------------------
SYLVIA A. EARLE, DIRECTOR
<PAGE> 3
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument
effective the 1st day of November, 1999.
/s/ DAVID C. GENEVER-WATLING
----------------------------------------
DAVID C. GENEVER-WATLING, DIRECTOR
<PAGE> 4
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ MARTIN C. JISCHKE
----------------------------------------
MARTIN C. JISCHKE, DIRECTOR
<PAGE> 5
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ WILLIAM MORRIS
---------------------------------------
WILLIAM MORRIS, DIRECTOR
<PAGE> 6
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ JOHN J. MURPHY
----------------------------------------
JOHN J. MURPHY, DIRECTOR
<PAGE> 7
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ LEROY C. RICHIE
----------------------------------------
LEROY C. RICHIE, DIRECTOR
<PAGE> 8
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument
effective the 1st day of November, 1999.
/s/ MATTHEW R. SIMMONS
---------------------------------------
MATTHEW R. SIMMONS, DIRECTOR
<PAGE> 9
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in her capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ FARAH M. WALTERS
---------------------------------------
FARAH M. WALTERS, DIRECTOR
<PAGE> 10
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument
effective the 1st day of November, 1999.
/s/ IAN L. WHITE-THOMAS
----------------------------------------
IAN L. WHITE-THOMAS, DIRECTOR
<PAGE> 11
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in her capacity as an Officer of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, her true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
her and in her name, place and stead, in her capacity as an Officer of the
Company, the Registration Statements and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ DEBORAH A. KITCHENS
---------------------------------------
DEBORAH A. KITCHENS
VICE PRESIDENT AND CONTROLLER
<PAGE> 12
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director and
Officer of the Company, does hereby appoint Tom J. McDaniel and John C. Linehan,
and each of them severally, his true and lawful attorneys or attorney-in-fact
and agents or agent with power to act with or without the others and with full
power of substitution and resubstitution, to execute for him and in his name,
place and stead, in his capacity as a Director and Officer of the Company, the
Registration Statements and any and all amendments thereto, including
post-effective amendments, as said attorneys or any of them shall deem necessary
or appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ LUKE R. CORBETT
----------------------------------------
LUKE R. CORBETT
DIRECTOR, CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE> 13
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as a Director and
Officer of the Company, does hereby appoint Luke R. Corbett and John C. Linehan,
and each of them severally, his true and lawful attorneys or attorney-in-fact
and agents or agent with power to act with or without the others and with full
power of substitution and resubstitution, to execute for him and in his name,
place and stead, in his capacity as a Director and Officer of the Company, the
Registration Statements and any and all amendments thereto, including
post-effective amendments, as said attorneys or any of them shall deem necessary
or appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
10th day of February, 1998.
/s/ TOM J. MCDANIEL
---------------------------------------
TOM J. MCDANIEL, DIRECTOR AND
VICE CHAIRMAN OF THE BOARD
<PAGE> 14
KERR-McGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended (the "Act"),
Registration Statements ("Registration Statements") with such amendment or
amendments thereto as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to the Registration Statements, as
follows:
<TABLE>
<CAPTION>
REGISTRATION STATEMENT NUMBER OF SHARES BENEFIT PLAN
---------------------- ---------------- ------------
<S> <C> <C>
FORM S-8 2,300,000 1998 LONG TERM INCENTIVE PLAN
FORM S-8 1,500,000 PERFORMANCE SHARE PLAN
FORM S-8 500,000 EXECUTIVE DEFERRED COMPENSATION PLAN
</TABLE>
NOW, THEREFORE, the undersigned in his capacity as an Officer of the
Company, does hereby appoint Luke R. Corbett and Tom J. McDaniel, and each of
them severally, his true and lawful attorneys or attorney-in-fact and agents or
agent with power to act with or without the others and with full power of
substitution and resubstitution, to execute for him and in his name, place and
stead, in his capacity as an Officer of the Company, the Registration Statements
and any and all amendments thereto, including post-effective amendments, as said
attorneys or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, and to file the
same or cause the same to be filed with the Commission. Each of said attorneys
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
1st day of December, 1999.
/s/ ROBERT M. WOHLEBER
----------------------------------------
ROBERT M. WOHLEBER
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
