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.
SECURITIES ACT FILE NO. 333-114886
The communication filed herewith is a news release made in connection with the
proposed merger of Kerr-McGee Corporation and Westport Resources Corporation.
Joint News Release
Kerr-McGee Corporation Westport Resources Corporation
SEC Declares Registration Statement for
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Kerr-McGee and Westport Merger Effective
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Oklahoma City and Denver, May 21, 2004 - On May 21, 2004, the U.S.
Securities and Exchange Commission (SEC) declared effective the registration
statement on Form S-4 filed by Kerr-McGee Corp. (NYSE: KMG), with respect to the
merger with Westport Resources Corporation (NYSE: WRC). The U.S. Federal Trade
Commission previously granted early termination of the waiting period required
by the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Kerr-McGee and Westport stockholders of record as of May 20, 2004 are being
mailed a joint proxy statement/prospectus for special meetings of their
respective stockholders, to be held by each company on June 25, 2004, in
connection with the transaction. The Kerr-McGee special meeting of stockholders
is scheduled for 10 a.m. Central Daylight Time in the Robert S. Kerr Auditorium,
Kerr-McGee Center, 123 Robert S. Kerr, Oklahoma City. The Westport special
meeting of stockholders will be at 9 a.m. Mountain Daylight Time in the Bluebell
I Room at the Pinnacle Club, 555 17th Street, 37th floor, Denver. Kerr-McGee and
Westport expect to close the merger promptly following receipt of approvals by
their respective stockholders.
Kerr-McGee and Westport announced on April 7 that their respective boards
of directors had unanimously approved a strategic merger valued at approximately
$3.4 billion. The merged company will be known as Kerr-McGee Corporation and
will be headquartered in Oklahoma City.
Under the terms of the merger agreement, Westport stockholders will receive
0.71 shares of Kerr-McGee common stock for each common share of Westport. The
transaction is expected to be non-taxable to the stockholders of both companies.
In addition, prior to consummation of the transaction, Westport will redeem all
of its 6 1/2% Convertible Preferred Stock at a redemption price of $25.65 per
share.
Kerr-McGee is an Oklahoma City-based energy and inorganic chemical company
with worldwide operations and assets of approximately $10 billion. For
additional information about Kerr-McGee, see www.kerr-mcgee.com.
Westport is an independent energy company engaged in oil and natural gas
exploitation, acquisition and exploration activities primarily in the Rocky
Mountains, Permian Basin/Mid-Continent, Gulf Coast and offshore Gulf of Mexico.
For additional information about Westport, see www.westportresourcescorp.com.
IMPORTANT LEGAL INFORMATION
THIS NEWS RELEASE IS NOT AN OFFER TO SELL THE SECURITIES OF KERR-MCGEE
CORPORATION AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS
IMPORTANT INFORMATION.
Kerr-McGee Corporation has filed a Registration Statement on Form S-4/A
with the U.S. Securities and Exchange Commission (SEC) containing a definitive
joint proxy statement/prospectus regarding the proposed transaction between
Kerr-McGee Corporation and Westport Resources Corporation. Investors and
security holders may obtain a free copy of the definitive joint proxy
statement/prospectus and other documents filed or furnished by Kerr-McGee or
Westport with the SEC at the SEC's website, www.sec.gov. Copies of the
definitive joint proxy statement/prospectus and other documents filed or
furnished by Kerr-McGee or Westport 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 and their respective directors and officers may be
deemed to be participants in the solicitation of proxies with respect to the
proposed transaction involving Kerr-McGee and Westport. Information regarding
Kerr-McGee's and Westport's respective directors and officers and a description
of their direct and indirect interests, by security holdings or otherwise, is
available in the definitive joint proxy statement/prospectus contained in the
above referenced Registration Statement on Form S-4/A filed with the SEC on May
18, 2004.
Safe Harbor Language on Forward Looking Statements:
Statements in this news release regarding the company's or management's
intentions, beliefs or expectations, or that otherwise speak to future events,
including closing time frame and stockholder approval, 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 word "expect" or similar words.
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 failure to receive the
requisite approval of Kerr-McGee or Westport stockholders in connection with the
merger; the accuracy of the assumptions that underlie the statements, changes in
laws and regulations, and other factors and risks identified in the Risk Factors
sections of the definitive joint proxy statement/prospectus contained in the
Registration Statement on Form S-4A filed by Kerr-McGee with the SEC on May 18,
2004, Kerr-McGee's Annual Report on Form 10-K and Westport's Annual Report on
Form 10-K as well as other of their SEC filings.
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CONTACTS: Kerr-McGee Corp. Westport Resources Corporation
Media Debbie Schramm Jonathan Bloomfield
Direct - 405-270-2877 Direct - 303-575-0111
Pager - 888-734-8294
dschramm@kmg.com
Investors Rick Buterbaugh Jonathan Bloomfield
Direct - 405-270-3561 Direct - 303-575-0111