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 hedging schedule presented in connection
with the proposed merger of Kerr-McGee Corporation and Westport Resources
Corporation.
Westport Resources Corporation
Oil and Gas Derivatives
As of May 2004
2004 2005 2006
------------------------------------------------------------------- -------------------- --------------------
Second Quarter Third Quarter Fourth Quarter Full Year Full Year
--------------------- --------------------- --------------------- -------------------- --------------------
Crude Oil ($/Barrel) Avg Price/ Avg Price/ Avg Price/ Avg Price/ Avg Price/
Collar BOPD Collar BOPD Collar BOPD Collar BOPD Collar BOPD
------------- ------ ------------- ------ ------------- ------ ------------- ----- ------------- -----
Fixed-price
swaps (WTI) $25.87 9,000 $25.87 9,000 $25.87 9,000 $29.23 3,000 - -
Three-way
Collars (NYMEX) $24.38-$27.71 4,000 $24.38-$27.71 4,000 $24.38-$27.71 4,000 $25.00-$28.23 5,000 $25.00-$28.65 2,000
Three-way
Average Floor $19.25 $19.25 $19.25 $20.93 $20.88
------ ------ ------ ----- -----
Total 13,000 13,000 13,000 8,000 2,000
====== ====== ====== ===== =====
--------------------- --------------------- --------------------- -------------------- --------------------
Natural Gas
($/MMBtu)(1) Avg Price/ Avg Price/ Avg Price/
Collar MMBtu/D Collar MMBtu/D Collar MMBtu/D Avg Price MMBtu/D Avg Price MMBtu/D
----------- ------- ----------- ------- ----------- ------- ----------- ------- ----------- -------
Fixed-price
swaps (NYMEX) $4.42 110,000 $4.42 110,000 $4.42 110,000 $4.42 55,000 - -
Fixed-price
swaps (NWPRM) $3.33 30,000 $3.33 30,000 $3.33 30,000 - - - -
Costless Collars
(NYMEX) $3.70-$4.00 44,835 $3.70-$4.00 44,674 $3.70-$4.00 44,674 $4.09-$5.57 60,000 - -
Three-way Collars
(NYMEX) $4.00-$5.00 10,000 $4.00-$5.00 10,000 $4.00-$5.00 10,000 - - $4.00-$6.00 20,000
Three-way Average
Floor $3.15 $3.15 $3.15 $3.04
------- ------- ------- ------- ------
Total 194,835 194,674 194,674 115,000 20,000
======= ======= ======= ======= ======
Basis swaps versus NYMEX
($/MMBtu) (1)
NWPRM $0.66 10,000 $0.66 10,000 $0.66 10,000 $0.78 10,000 - -
CIG $0.76 25,000 $0.76 25,000 $0.76 25,000 - - - -
------ ------ ------ ------ ------
Total 35,000 35,000 35,000 10,000 -
====== ====== ====== ====== ======
Notes:
------
MMBtu/D = million British thermal units per day
NWPRM = Northwest Pipeline Rocky Mountain Index
(1) Derivative transactions are on a million Btu (MMBtu) basis. Kerr-McGee
reports production/sales on a MCF basis. The conversion rate is 1.080 MMBtu
to 1 MCF.
** Cautionary Statement Concerning Forward-Looking Statements **
The information contained in this table represents Westport Resources
Corporation's current hedging positions. 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 the Joint Proxy
Statement/Prospectus of Kerr-McGee and Westport on Form 424(B)(3). 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.
Important legal information contained on page two.
IMPORTANT LEGAL INFORMATION
THIS TABLE 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
Corporation or Westport Resources Corporation 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 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 proposed transaction involving Kerr-McGee and Westport Resources.
Information regarding Kerr-McGee's and Westport Resources' 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.