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 memorandum sent to Kerr-McGee employees in
connection with the merger of Kerr-McGee Corporation and Westport Resources
Corporation.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
To: Kerr-McGee Oil & Gas and Shared Services Employees
From: Executive Steering Committee for the Kerr-McGee - Westport
Resources Transition Team
Date: April 14, 2004
Re: Transition Team
As many of you who attended the meetings this past week may recall, we are
intent on expediting the timely and effective merger of Kerr-McGee Corp. with
Westport Resources Corp. to capitalize on the high quality assets of both
companies and the human resource strengths in our organizations.
To facilitate the desired integration of our organizations, we have
identified a Transition Team and an Executive Steering Committee to coordinate
the effort overall for Kerr-McGee and Westport to ensure that the appropriate
employees are involved in the process. Activities will include the
identification of efficiencies to be gained by the Kerr-McGee - Westport merger
in all areas of operations and shared services. The team also will develop the
organizational structure to support the "best practices" concept going forward
for Kerr-McGee, as we build on this merger. We will strive to accomplish our
stated goals and emerge as a strong, efficient and consolidated organization
that will maximize the value of our combined assets and provide opportunities
for the most qualified employees.
The Executive Steering Committee will provide oversight to the Transition
Team and will include:
o Dave Hager senior vice president, Oil & Gas - Kerr-McGee
o Fran Heartwell vice president, Human Resources - Kerr-McGee
o Mike Rauh vice president and controller - Kerr-McGee
o John Reichenberger vice president and deputy general counsel - Kerr-McGee
o Barth Whitham president and chief operating officer -Westport Resources
The Transition Team members will include the following Kerr-McGee and
Westport Resources employees:
Kerr-McGee
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o Darrell Hollek vice president, Exploration, Production and Development,
U.S. onshore and Chairman of the Transition Team
o Tim Blaine vice president and controller, Oil & Gas
o Joe Flake vice president, Business Services
o Al Harris vice president, Information Management & Technology
o Bill Layton vice president and general counsel, Oil & Gas
o Chuck Meloy vice president, Exploration, Production and Development, Gulf
of Mexico
o Joe Moore director, Human Resources and Administration, Oil & Gas
Westport Resources
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o Ken Anderson vice president, Accounting
o Brian Bess vice president, Engineering
o Rex Christensen manager, Property Administration
o Paul Dorr manager, Business Development
o Grant Henderson executive vice president and general manager - Southern
Division
o Brad Jordan manager, Information Systems
o Mike Morella controller
o Patty Sweeney manager, Human Resources
Jay Hawkins, Kerr-McGee's director of Organizational Development, will
serve as the Transition Team's facilitator. The team plans to have
recommendations to the Executive Steering Committee by May 15, 2004.
Please join us in giving your support to the team members and in making the
merger of these two great companies a successful endeavor.
IMPORTANT LEGAL INFORMATION
THIS MEMO 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.