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
February 26, 1999
(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
The merger of Kerr-McGee Corporation and Oryx Energy Company was
approved by stockholders of both companies. Legal documents will be filed
immediately in Delaware, where both companies are incorporated, to finalize the
merger transaction.
Kerr-McGee also announced that five directors have been elected to the
board of Kerr-McGee, effective immediately upon closing of the merger with Oryx.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 News Release dated February 26, 1999, announcing the stockholders'
approval of the merger between Kerr-McGee and Oryx.
99.2 News Release dated February 26, 1999, announcing the election of five
directors to the board of Kerr-McGee.
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 26, 1999
EXHIBIT INDEX
Exhibit No. Description
99.1 News Release dated February 26, 1999, announcing the stockholders'
approval of the merger between Kerr-McGee and Oryx.
99.2 News Release dated February 26, 1999, announcing the election of five
directors to the board of Kerr-McGee.
Exhibit 99.1
Kerr-McGee and Oryx Stockholders Approve Merger
OKLAHOMA CITY (Feb. 26, 1999) - The stockholders of Kerr-McGee Corp. (NYSE:
KMG) and Oryx Energy Co. (NYSE: ORX) today approved the merger of the two
companies during special meetings of the stockholders. Legal documents will be
filed immediately in Delaware, where both companies are incorporated, to
finalize the merger transaction.
"This merger creates America's fourth-largest independent oil and gas
exploration and production company, complemented by a world-class titanium
dioxide pigment operation," said Luke R. Corbett, chief executive officer of the
company. "Immediately after announcing the merger last October, we appointed
transition teams to develop a strategic plan and organizational structure that
will take advantage of our assets and experienced workforce to ensure our
success. We are in position to realize pretax cost savings in excess of $100
million annually."
"One of the major advantages of this merger is the financial strength we
will have to pursue opportunities worldwide and enhance stockholder value," said
Robert L. Keiser, chairman of the company. "With the expertise of our personnel
and our exploration and exploitation opportunities, we will continue to grow the
company."
The combined company has proven reserves of nearly 1 billion barrels of oil
equivalent, production of approximately 285,000 barrels of oil equivalent per
day, assets of $5.6 billion, and will generate more than $900 million in
discretionary cash flow per year.
The company will retain the name Kerr-McGee Corp. and maintain its
headquarters in Oklahoma City. Kerr-McGee Oil & Gas Corp., a wholly owned
subsidiary of Kerr-McGee Corp., will remain headquartered in Houston. The Oryx
corporate offices in Dallas will be closed, with only the domestic onshore
offices remaining in Dallas.
The company's United Kingdom operations are being consolidated in Aberdeen,
at the current Oryx U.K. offices. Kerr-McGee's London and Aberdeen offices will
be closed; however, the government and public affairs department and some tax
staff members will remain in London.
The merger will result in the reduction of approximately 40% of the
combined oil and gas workforce. Following the merger, Kerr-McGee will have
approximately 3,550 employees.
The Kerr-McGee board of directors includes the nine Kerr-McGee board
members and five new members from the former Oryx board.
The issuance of Kerr-McGee stock in the merger will be made only by means
of prospectus.
# # #
(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 success
of the oil and gas exploration and production program, acceptance of consumer
products for which Kerr-McGee's chemical business supplies raw materials,
general economic conditions and other risks discussed in the company's Form 10-K
and other filings with the SEC. Actual results and developments may differ from
those expressed or implied in this news release.)
CONTACT: Debbie Schramm
(405) 270-2877
Combined Company Fact Sheet
- Market capitalization of approximately $4.5 billion
- Total assets of approximately $5.6 billion
- Worldwide proved reserves of nearly 1 BBOE
- Worldwide net production of approximately 285 MBOE/D
- Net undeveloped lease holdings of 16.6 million acres
- 4th largest independent oil and gas producer
- 3rd largest independent producer in the Gulf of Mexico
- Largest U.S. independent producer in the U.K. North Sea
- Largest independent holder of deepwater blocks in the Gulf of Mexico
- Kerr-McGee annual dividend of $1.80 per share
1999 Production (MBOE/D) 285
Oil (MBO/D) 190
Gas (MMCF/D) 580
Net undeveloped acreage (M-Acres) 16,573
1999 Capital Budget ($MM) $545
Net Debt ($MM) $2,100
1998 Proved Reserves (MMBOE): (1)
North American Onshore 278
Gulf of Mexico 254
U.K. North Sea 261
Other International 165
Total 958
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(1) Reserves include equity share of Devon
Exhibit 99.2
Directors Named to Kerr-McGee Board
OKLAHOMA CITY (Feb. 26, 1999) - Five directors have been elected to the
board of Kerr-McGee Corp. (NYSE: KMG), effective immediately upon closing of the
merger with Oryx Energy Co. (NYSE: ORX).
The merger of Kerr-McGee and Oryx was approved today by stockholders of
both companies, and documents are being filed in Delaware to finalize the
transaction. The merged company's board of directors will include the nine
Kerr-McGee board members and five new members from the former Oryx board.
Joining Kerr-McGee's current board members will be:
- - William E. Bradford, chairman of Halliburton Co., a provider of energy and
energy services. Prior to being elected chairman in 1998, he was chairman
and chief executive officer of Dresser Industries, Inc., from 1996 to 1998.
In 1998, Dresser merged with Halliburton. At Dresser, he served as
president and chief executive officer from 1992 to 1995 and was president
and chief executive officer of Dresser-Rand Co. from 1988 to 1992. He is
also a director of Ultramar/Diamond Shamrock, Inc.
- - Sylvia A. Earle, chairman of Deep Ocean Exploration and Research, Inc.,
since 1992 and an explorer-in-residence for the National Geographic
Society. From 1993 to 1995, she served as chairman of the Sea Change Trust
and Caribbean Marine Research Center. Her previous positions include chief
scientist and then advisor to the administrator of the National Oceanic and
Atmospheric Administration.
- - David G. Genever-Watling, managing director of a private investment firm
since 1997. Prior to this, he was president and chief executive officer of
General Electric Industrial and Power Systems from 1992 to 1995 and senior
vice president from 1990 to 1992.
- - Robert L. Keiser, who will become chairman of Kerr-McGee Corp.following the
merger. Keiser has been chairman of the board and chief executive officer
of Oryx since 1994. He was president and chief operating officer of Oryx
from 1992 to 1994.
- - Ian L. White-Thomson, chairman of U.S. Borax, Inc., a provider of borax and
borate technology. Prior to being elected chairman in 1996, he served as
president and chief executive officer for eight years. He has also served
as chief executive officer of Rio Tinto Borax Ltd. since 1995. He is a
director of 3D Systems Corp. and KCET Community Television of Southern
California.
These five directors will serve with Kerr-McGee's current nine
directors:
- - Luke R. Corbett, chairman and chief executive officer of Kerr-McGee. He
will serve as chief executive officer of the merged company.
- - Martin C. Jischke, president of Iowa State University.
- - Tom J. McDaniel, vice chairman of Kerr-McGee. McDaniel will remain vice
chairman following the merger.
- - William C. Morris, chairman of the board and president of J. & W. Seligman
& Co., Inc.
- - John J. Murphy, managing director of a private investment firm.
- - Leroy C. Richie, president of Intrepid World Communications.
- - Richard M. Rompala, chairman of the board, president and chief executive
officer of The Valspar Corporation.
- - Matthew R. Simmons, president of Simmons & Co. International.
- - Farah M. Walters, president and chief executive officer of University
Hospitals of Cleveland.
Kerr-McGee, an Oklahoma City-based energy and chemical company with
worldwide operations, will have assets of $5.6 billion following the merger.
# # #
CONTACT: Debbie Schramm
(405) 270-2877
