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As filed with the Securities and Exchange Commission
on June 14, 2000
Registration No. 333-______
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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)
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KERR-MCGEE CORPORATION 1998 LONG TERM INCENTIVE 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)
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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) 2,300,000 shs $60.3125 $138,718,750(b) $36,621.75(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 June 13, 2000.
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This Registration Statement covers 2,300,000 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 1998 Long
Term Incentive 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, 1999
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000
(c) The Company's Current Report on Form 8-K dated January 27, 2000 filed
on January 31, 2000
(d) The Company's Current Report on Form 8-K dated February 4, 2000 filed
on February 4, 2000
(e) Description of the Common Stock set forth on pages 14 and 15 of the
Company's Registration Statement on Form S-3 dated January 4, 2000
(File No. 333-94091)
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.
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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.
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.
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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:
EXHIBIT DESCRIPTION
4.1 Restated Certificate of Incorporation of Kerr-McGee
Corporation, filed as Exhibit 3.1 to the report filed on
Form 10-K for the year ended December 31, 1998, and
incorporated herein by reference.
4.2 Bylaws of Kerr-McGee Corporation as approved February 26,
1999, filed as Exhibit 3.2 to the report filed on Form 10-K
for the year ended December 31, 1998, and incorporated
herein by reference.
4.3 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.
4.4 Kerr-McGee Corporation Direct Purchase and Dividend
Retirement Plan filed on Form S-3 effective August 19, 1993,
Registration No. 333-66112 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 PricewaterhouseCoopers LLP relating to Kerr-McGee
Corporation financial statements.
23.3 Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
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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 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.
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.
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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.
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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 13th day of
June, 2000.
KERR-MCGEE CORPORATION
(Registrant)
By: *
------------------------------
Luke R. Corbett
Chairman of the Board and
Chief Executive Officer
<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>
* Chairman of the Board, June 13, 2000
------------------------------------ Chief Executive Officer
Luke R. Corbett and Director
* Senior Vice President June 13, 2000
------------------------------------ and Chief Financial Officer
Robert M. Wohleber
/s/ DEBORAH A. KITCHENS Vice President, Controller June 13, 2000
------------------------------------ and Chief Accounting Officer
Deborah A. Kitchens
* Director June 13, 2000
------------------------------------
William E. Bradford
* Director June 13, 2000
------------------------------------
Sylvia A. Earle
* Director June 13, 2000
------------------------------------
David C. Genever-Watling
* Director June 13, 2000
------------------------------------
Martin C. Jischke
/s/ TOM J. MCDANIEL Director June 13, 2000
------------------------------------
Tom J. McDaniel
* Director June 13, 2000
------------------------------------
William C. Morris
* Director June 13, 2000
------------------------------------
John J. Murphy
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director June 13, 2000
------------------------------------
Leroy C. Richie
* Director June 13, 2000
------------------------------------
Matthew R. Simmons
* Director June 13, 2000
------------------------------------
Farah M. Walters
* Director June 13, 2000
------------------------------------
Ian L. White-Thomson
*By: /s/ TOM J. MCDANIEL June 13, 2000
--------------------------------
Tom J. McDaniel
as Attorney-in-Fact
</TABLE>
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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<S> <C> <C>
4.1 Restated Certificate of Incorporation of Kerr-McGee Corporation,
filed as Exhibit 3.1 to the report filed on Form 10-K for the
year ended December 31, 1998, and incorporated herein by
reference.
4.2 Bylaws of Kerr-McGee Corporation as approved February 26, 1999, filed
as Exhibit 3.2 to the report filed on Form 10-K for the year ended
December 31, 1998, and incorporated herein by reference.
4.3 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.
4.4 Kerr-McGee Corporation Direct Purchase and Dividend Retirement
Plan filed on Form S-3 effective August 19, 1993, Registration
No. 333-66112 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 PricewaterhouseCoopers LLP relating to Kerr-McGee
Corporation financial statements.
23.3 Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).
24 Powers of Attorney
</TABLE>
