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 is a schedule of new hedges issued on April 7,
2004, in connection with the merger of Kerr-McGee Corporation and Westport
Resources Corporation.
New Hedges
Applicable to the Kerr-McGee Corporation & Westport Resources Merger
As of April 2004
Hedges below correspond to Westport Resources production only
2004 (1) 2005 2006
--------------------------- ---------------------------- ----------------------------
Crude Oil ($/Barrel) Avg Price / Collar BOPD Avg Price / Collar BOPD Avg Price / Collar BOPD
------------------ ----- ------------------ ------ ------------------ ------
Fixed-price swaps (WTI) $32.60 9,000 0 0
Costless collars (WTI) 0 $28.50 - $31.89 14,000 $27.00 - $30.58 19,000
----- ------ ------
Total 9,000 14,000 19,000
===== ====== ======
2004 (1) 2005 2006
----------------------------- ----------------------------- -----------------------------
Natural Gas ($/MMBtu) Avg Price / Collar MMBtu/D Avg Price / Collar MMBtu/D Avg Price / Collar MMBtu/D
------------------ ------- ------------------ ------- ------------------ -------
Fixed-price swaps (NYMEX) $5.96 185,000 0 0
Costless collars (NYMEX) 0 $5.00 - $6.25 280,000 $4.75 - $5.51 340,000
------- ------- -------
Total 185,000 280,000 340,000
======= ======= =======
Notes:
------
MMBtu/D = million British thermal units per day
(1) 2004 hedges only represent the second half of 2004, July through December.
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** Cautionary Statement Concerning Forward-Looking Statements **
The information contained in this table represents current hedging positions
entered into in association with the Kerr-McGee - Westport Resources merger
announced on April 7, 2004. These hedging positions were entered into based on
projected production volume forecasts. These forecasts are estimated projections
that may or may not occur in the future, and constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, in those documents in which such projections are provided. Future
results and developments set forth in this statement may be affected by numerous
uncertainties, factors and risks, such as but not limited to the accuracy of the
assumptions that underlie the statement, the success of the oil and gas
exploration and production program, drilling risks, market value of oil and gas,
uncertainties in interpreting engineering data, changes in laws and regulations,
the ability to respond to challenges in international markets, political or
economic conditions, trade and regulatory matters, and other factors and risks
identified in the Risk Factors section of Kerr-McGee's Annual Report on Form
10-K and other SEC filings. Actual results and developments may differ
materially from those expressed or implied in this statement. Therefore, , the
information contained in this statement may not be accurate. Kerr-McGee does not
undertake to update, revise or correct any of the forward-looking information.
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IMPORTANT LEGAL INFORMATION
THIS HEDGING SCHEDULE 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 hedging schedule 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 for 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.