FILED BY KERR-MCGEE CORPORATION
PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933 AND DEEMED FILED
PURSUANT TO RULE 14A-12 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: WESTPORT RESOURCES CORP.
SUBJECT COMPANY SEC FILE NO. 001-14256
The communication filed herewith are fact sheets issued on April 7, 2004, in
connection with the merger of Kerr-McGee Corporation and Westport Resources
Corporation.
Kerr-McGee Fact Sheet
Profile
Kerr-McGee Corporation is a global energy and chemical company with more than
$10 billion of assets. The company's core businesses are oil and gas
exploration and production and the production and marketing of titanium
dioxide pigment. Founded in 1929, Kerr-McGee is based in Oklahoma City and
has been listed on the New York Stock Exchange since 1956 under the ticker
symbol KMG.
o Total LTM sales of $4.2 billion
o Total LTM operating cash flow of $1.7 billion
o Total 2004 capital budget of $1.015 billion, plus $300 million exploration
expense
o Current annual dividend of $1.80 per share
Exploration & Production
o Worldwide net production of 150,000 barrels of oil per day and 726 million
cubic feet of gas per day - 2003
o Worldwide proved reserves of 1,026 MM BOE - as of Dec. 31, 2003
o Gross undeveloped lease holdings of 69 million acres - as of Dec. 31, 2003
o Oil and gas exploration and production focused in three countries (U.S. -
Gulf of Mexico and Onshore, U.K. North Sea and China), with exploration
efforts extending to other international countries (Australia, Bahamas,
Benin, Brazil, Gabon, Morocco, Canada, Yemen, and the Danish and Norwegian
sectors of the North Sea)
2003 Gross
Proved 2003 Undeveloped
Reserves Production Acreage (1)
-------- ---------- -----------
(MM BOE) (M BOE/D) (M Acres)
U.S. 707 181 4,674
U.K. North Sea 280 88 784
China 39 2 1,687
Other International - - 61,911
----- --- ------
Total 1,026 271 69,056
===== === ======
(1) As of 12/31/03; includes discontinued operations.
o LTM sales of $2.9 billion
o LTM operating cash flow of $2.1 billion
o 2004 capital budget of $900 million
Chemical - Titanium Dioxide Pigment
o Production capacity of approximately 668,000 metric tons annually - gross
o Third-largest worldwide producer and marketer
o LTM chemical sales of $1.3 billion
o LTM chemical operating cash flow of approximately $200 million
o 2004 capital budget of $95 million
Westport Resources Fact Sheet
Profile
Westport Resources Corporation is an independent energy company engaged in
oil and natural gas production, exploitation, acquisition and exploration
activities primarily in the United States. Total assets exceed $2.6 billion.
Westport is based in Denver and has been listed on the New York Stock
Exchange since 2000 under the ticker symbol WRC.
Exploration & Production
o Worldwide net production of 22,000 barrels of oil per day and 321 million
cubic feet of gas per day - 2003
o Worldwide proved reserves of 297 MM BOE - as of Dec. 31, 2003
o Gross undeveloped lease holdings of 1.6 million acres - as of Dec. 31,2003
o Top 20 U.S. independent E&P producer
o Operations focused in four regions of the U.S. (Northern - Rocky Mountains
of North Dakota and Wyoming; Western - Uintah County, Utah; Southern -
Oklahoma, Texas, Louisiana; and offshore Gulf of Mexico)
2003 Gross
Proved 2003 Undeveloped
Reserves Production Acreage (1)
-------- ---------- -----------
(MM BOE) (M BOE/D) (M Acres)
Northern 55 18 1,027
Western 110 13 79
Southern 108 25 182
Gulf of Mexico 24 20 288
--- -- -----
Total 297 76 1,576
=== == =====
(1) As of 12/31/03
o LTM sales of $734 million
o LTM operating cash flow of $437 million
o 2004 capital and exploratory budget of $370 million
Combined Company Fact Sheet
o Equity market capitalization of approximately $7.7 billion
o Total enterprise value of approximately $11.7 billion
o Combined LTM operating cash flow of approximately $2.2 billion
o Worldwide proved reserves of approximately 1.3 B BOE - as of Dec. 31, 2003
o Gross undeveloped lease holdings of 71 million acres
o 5th largest independent U.S. oil and gas producer
o Largest independent holder of deepwater blocks in the Gulf of Mexico
o Kerr-McGee annual dividend of $1.80 per share
o 2003 Proved Reserves (MM BOE):
As of December 31, 2003 KMG WRC Combined
--- --- --------
North American Onshore 351 273 624
Gulf of Mexico 356 24 380
U.K. North Sea 280 - 280
China 39 - 39
----- --- -----
Total 1,026 297 1,323
===== === =====
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Reserves by Product Reserves by Location
------------------- --------------------
Gas - 57% NA Onshore - 47%
Oil - 43% Gulf of Mexico - 29%
UK North Sea - 21%
China - 3%
Transaction Summary
Exchange Ratio: .71 Kerr-McGee shares for each outstanding Westport
share
Resulting Equity Split: Current Kerr-McGee shareholders: approximately 67%
Current Westport shareholders: approximately 33%
Newly Issued Shares: Approximately 49.4 million shares (includes option
shares) of Kerr-McGee Common Stock (brings total
shares outstanding to approximately 149 million)
Merged Company Name: Kerr-McGee Corporation
Stock Exchange Listing: NYSE - Ticker KMG
Principal Offices: Oklahoma City - Headquarters
Houston - Exploration & Production
Accounting Treatment: Purchase
Production Hedged: Westport production volumes 90% hedged, second half
of 2004 through 2006
Merger Agreement: Voting Agreement
----------------
Westport's major shareholders holding more than 42%
of the outstanding shares have agreed to vote in
favor of the merger
Conditions
----------
The conditions to completing the Merger include
shareholder approvals and expiration of the Hart-
Scott-Rodino waiting period
Termination
-----------
The agreement provides for a $90 million termina-
tion fee plus up to $10 million in expenses to be
paid upon the occurrence of certain events
Timing: Expect to close during the third quarter of 2004
Defined Terms
BOE: Barrel of oil equivalent: 6,000 cubic feet of gas : 1
barrel of oil
B BOE: Billion barrels of oil equivalent
EBITDA: Earnings before interest, taxes, depreciation and
amortization
EBITDX: Earnings before interest, taxes, depreciation,
amortization and exploration expense
Operating Cash Flow: Cash flow from operations plus cash exploration expense
LTM: Last twelve months
M BOE/D: Thousands of barrels of oil equivalent per day
MM BOE: Millions of barrels of oil equivalent
TCFe: Trillion cubic feet of natural gas equivalent
IMPORTANT LEGAL INFORMATION
THIS FACT SHEET IS NOT AN OFFER TO SELL THE SECURITIES OF KERR-McGEE CORPORATION
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES.
INVESTOR AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
The joint proxy statement/prospectus will be filed with the U.S. Securities and
Exchange Commission (SEC) by Kerr-McGee Corporation and Westport Resources Corp.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus when it becomes available and other documents filed or
furnished by Kerr-McGee Corporation or Westport Resources Corp. with the SEC at
the SEC's website at www.sec.gov. The joint proxy statement/prospectus and other
documents filed or furnished by Kerr-McGee Corporation or Westport Resources
Corporation may also be obtained for free by directing a request to Kerr-McGee
Corporation, Attn: Corporate Secretary, P.O. Box 25861, Oklahoma City, Oklahoma
73125 or to Westport Resources Corporation, Attn: Investor Relations, 1670
Broadway, Suite 2800, Denver, Colorado 80202.
Kerr-McGee, Westport Resources and their respective directors and officers may
be deemed to be participants in the solicitation of proxies with respect to the
transactions contemplated by the merger agreement. Information regarding
Kerr-McGee's directors and officers is available in the Proxy Statement for its
2004 Annual Meeting of Stockholders, filed March 26, 2004 with the SEC, and its
Annual Report on Form 10-K, filed March 12, 2004 with the SEC. Information
regarding Westport Resources' directors and officers is available in the Proxy
Statement for its 2003 Annual Meeting of Stockholders, filed April 21, 2003 with
the SEC. Other information about the participants in the solicitation will be
set forth in the Joint Proxy Statement/Prospectus and other relevant materials
to be filed with the SEC.
Safe Harbor Language on Forward Looking Statements:
(Statements in this fact sheet regarding the company's or management's
intentions, beliefs or expectations, or that otherwise speak to future events,
including resource estimates, production rate estimates, development schedule
and cost estimates, are "forward-looking statements" within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. These forward-looking
statements include those statements preceded by, followed by or that otherwise
include the words "believes," "expects," "anticipates," "intends," "estimates,"
"projects," "target," "budget," "goal," "plans," "objective," "outlook,"
"should," or similar words. These "forward-looking" statements also include
statements relating to (1) the impact the companies expect the proposed
transaction to have on the combined entity's operations, financial condition,
and financial results, (2) the companies' expectations about their ability to
successfully integrate the combined businesses, (3) the amount of cost savings
and overall operational efficiencies the companies expect to realize as a result
of the proposed transaction, (4) when the companies expect to close the proposed
transaction, (5) anticipated drilling and development opportunities and (6) the
ability of the companies to meet their stated financial goals. In addition, any
statements regarding possible commerciality, development plans, capacity
expansions, drilling of new wells, ultimate recoverability of reserves, future
production rates, future cash flows and changes in any of the foregoing are
forward-looking statements.
Matters discussed in these statements involve risks and uncertainties which may
cause results to differ materially from those set forth in these statements. The
following factors, among others, could cause actual results to differ from those
set forth in these forward-looking statements: the ability to obtain
governmental approvals of the merger on the proposed terms and schedule; the
failure of Kerr-McGee or Westport Resources stockholders to approve the merger;
the risk that the businesses will not be integrated successfully; the risk that
the cost savings and any synergies from the merger may not be fully realized or
may take longer to realize than expected; disruption from the merger making it
more difficult to maintain relationships with customers, employees or suppliers;
the accuracy of the assumptions that underlie the statements, the success of the
oil and gas exploration and production program, the price of oil and gas,
drilling risks, uncertainties in interpreting engineering data, demand for
consumer products for which Kerr-McGee's oil and gas business supplies raw
materials, the financial resources of competitors, changes in laws and
regulations, the ability to respond to challenges in international markets,
including changes in currency exchange rates, political or economic conditions
in areas where Kerr-McGee operates, trade and regulatory matters, general
economic conditions, and other factors and risks identified in the Risk Factors
sections of Kerr-McGee's Annual Report on Form 10-K and Westport Resources'
Annual Report on Form 10-K as well as other of their SEC filings.)