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 merger agreement for Kerr-McGee Corporation's acquisition of Westport
Resources Corporation, along with voting agreements and a registration rights
agreement related to the merger agreement, were filed by Kerr-McGee Corporation
under cover of Form 8-K today and are incorporated by reference into this
filing.
IMPORTANT LEGAL INFORMATION
THE MERGER AGREEMENT AND RELATED AGREEMENTS ARE 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 Corporation
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 Corporation with the
SEC at the SEC's website, 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 the merger agreement and related agreements 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.