|
April
14, 2005 - April 13, 2005 |
|
(Date
of Report - Date of earliest event
reported) |
|
KERR-McGEE
CORPORATION |
|
(Exact
name of registrant as specified in its
charter) |
|
Delaware |
1-16619 |
73-1612389 | ||
|
(State
of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
|
Kerr-McGee
Center |
||
|
Oklahoma
City, Oklahoma |
73125 | |
|
(Address
of principal executive offices) |
(Zip
Code) |
|
(405) 270-1313 |
|
(Registrant's
telephone number) |
|
Item
1.01 |
Entry
into a Material Definitive Agreement. |
|
Kerr-McGee
Corporation (the “Company”) has entered into an agreement, dated April 13,
2005 (the “Agreement”), with Carl
C. Icahn, Barberry Corporation, Hopper Investments, LLC, High River
Limited Partnership, Icahn Partners Master Fund LP, Icahn Offshore LP, CCI
Offshore LLC, Icahn Partners LP, Icahn Onshore LP and CCI Onshore LLC
(collectively, the “Icahn Parties”) and Barry Rosenstein, Gary Claar and
JANA Partners LLC (collectively, the “JANA Parties”)
under which the Icahn Parties and the JANA Parties agreed to suspend their
solicitation of proxies in connection with the Company’s 2005 Annual
Meeting of Stockholders to be held on May 10, 2005 and, upon the Company’s
acceptance for payment of shares of Company common stock tendered in the
Company’s planned $4 billion modified “Dutch Auction” self tender offer
(the “Tender Acceptance”), to terminate such solicitation and to withdraw
their slate of nominees to the Company’s board of directors at the 2005
Annual Meeting. The Icahn Parties and the JANA Parties also agreed that,
following the Tender Acceptance, such parties would vote for the Company’s
nominees to the Company’s board of directors at the 2005 Annual Meeting,
and that, except in specified circumstances, certain “standstill”
restrictions would apply until May 10, 2008.
The
Agreement further provides that, while all other business may be brought
before the 2005 Annual Meeting, the Company will adjourn the meeting
before the nominations or elections of directors to a date no earlier than
June 7, 2005 and no later than June 9, 2005, subject to possible further
adjournment. The Company also agreed to dismiss with prejudice its
complaint filed on March 10, 2005, in the United States District Court for
the Western District of Oklahoma.
A
copy of the Agreement is attached hereto as Exhibit 10.1. This summary
description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to such Exhibit.
On
April 14, 2005, the Company issued a press release announcing the entering
into of the Agreement. A copy of the press release is attached as Exhibit
A to the Agreement. |
|
Item
9.01 |
Financial
Statements and Exhibits. |
|
(c)
Exhibits
| |
|
10.1
|
Agreement,
dated April 14, 2005, between the Company, Carl C. Icahn, Barberry
Corporation, Hopper Investments, LLC, High River Limited Partnership,
Icahn Partners Master Fund LP, Icahn Offshore LP, CCI Offshore LLC, Icahn
Partners LP, Icahn Onshore LP and CCI Onshore LLC and Barry Rosenstein,
Gary Claar and JANA Partners LLC. |
|
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) | |
|
John
M. Rauh | ||
|
Vice
President and Controller | ||
|
Dated:
April 14, 2005 |
|
10.1 |
Agreement,
dated April 13, 2005, between Carl C. Icahn, Barberry Corporation, Hopper
Investments, LLC, High River Limited Partnership, Icahn Partners Master
Fund LP, Icahn Offshore LP, CCI Offshore LLC, Icahn Partners LP, Icahn
Onshore LP and CCI Onshore LLC and Barry Rosenstein, Gary Claar and JANA
Partners LLC. |