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
April 8, 2004
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(Date of Report - Date of earliest event reported)
KERR-McGEE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-16619 73-1612389
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
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(Address of principal executive offices) (Zip Code)
(405) 270-1313
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(Registrant's telephone number)
Item 5. Other Events and Regulation FD Disclosure
On April 7, 2004, Kerr-McGee Corporation and Westport Resources
Corporation announced that their Boards of Directors have unanimously
approved a strategic merger and the companies have entered into an
Agreement and Plan of Merger. Attached hereto as exhibits and
incorporated by reference herein are the Agreement and Plan of Merger
and the Voting Agreements and a Registration Rights Agreement entered
into in connection therewith. Also attached hereto as an exhibit and
incorporated by reference herein is the Press Release dated April 7,
2004.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Agreement and Plan of Merger, dated as of April 6, 2004, among
Kerr-McGee Corporation, Kerr-McGee (Nevada) LLC and Westport
Resources Corporation.
99.2 Voting Agreement, dated as of April 6, 2004, among Kerr-McGee
Corporation, Belfer Corp., Renee Holdings Partnership, L.P.,
Vantz Limited Partnership, LDB Two Corp., Belfer Two Corp., Liz
Partners, L.P.
99.3 Voting Agreement, dated as of April 6, 2004, among Kerr-McGee
Corporation and EQT Investments, LLC. 99.4 Voting Agreement,
dated as of April 6, 2004, among Kerr-McGee Corporation and
Medicor Foundation.
99.5 Voting Agreement, dated as of April 6, 2004, among Kerr-McGee
Corporation and Westport Energy LLC.
99.6 Voting Agreement, dated as of April 6, 2004, among Kerr-McGee
Corporation and Donald D. Wolf.
99.7 Registration Rights Agreement, dated as of April 6, 2004, among
Kerr-McGee Corporation, Westport Energy LLC, Medicor Foundation
and EQT Investments, LLC.
99.8 Press Release dated April 7, 2004.
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: (John M. Rauh)
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John M. Rauh
Vice President and Controller
Dated: April 8, 2004