UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Kerr-McGee Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
492386107
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 14, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of " 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,062,820
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,062,820
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.26%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Hopper Investments LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,062,820
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,062,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.26%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,062,820
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,062,820
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,062,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.26%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,193,557
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,193,557
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,193,557
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.57%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Icahn Offshore L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,193,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,193,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,193,557
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.57%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
CCI Offshore LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,193,557
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,193,557
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,193,557
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.57%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Icahn Partners L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,057,723
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,057,723
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,057,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Icahn Onshore L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,057,723
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,057,723
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,057,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
CCI Onshore LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,057,723
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,057,723
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,057,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.48%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)//
(b)/X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
10,314,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,314,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,314,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.31%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed on March 3, 2005 by the Reporting Persons (as
defined herein), relating to the common stock, $1.00 par value (the "Shares"),
of Kerr-McGee Corporation, a Delaware corporation (the "Issuer"), as amended by
Amendment No. 1 filed on March 11, 2005, Amendment No. 2 filed on March 24,
2005, Amendment No. 3 filed on April 4, 2005 and Amendment No. 4 filed on April
14, 2005, is hereby further amended as set forth below by this Amendment No. 5
to Schedule 13D. The address of the principal executive offices of the Issuer is
Kerr-McGee Center, 123 Robert S. Kerr Avenue, Oklahoma City, OK 73102.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated to read, in its entirety, as follows:
The aggregate purchase price of the 10,314,100 Shares purchased by High
River, Icahn Master and Icahn Partners, collectively, was $759,573,772.70
(including commissions and, with respect to Shares acquired upon exercise of
options, including option purchase prices). The source of funding for the
purchase of these Shares was the respective general working capital of the
purchasers, and, with respect to High River, pursuant to margin accounts in the
regular course of business.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby supplemented as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 10,314,100 Shares, representing approximately 6.31% of the Issuer's
outstanding Shares (based upon the 163,442,818 Shares stated to be outstanding
as of March 11, 2005 by the Issuer in the Issuer's definitive proxy statement on
Schedule 14A, filed with the Securities and Exchange Commission on April 1,
2005).
(b) High River has sole voting power and sole dispositive power with
regard to 2,062,820 Shares. Each of Barberry, Hopper and Carl C. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
Icahn Master has sole voting power and sole dispositive power with regard to
4,193,557 Shares. Each of Icahn Offshore, CCI Offshore and Carl C. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
Icahn Partners has sole voting power and sole dispositive power with regard to
4,057,723 Shares. Each of Icahn Onshore, CCI Onshore and Carl C. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
The Reporting Persons may be deemed to be members of a "group" with the
JANA Parties within the meaning of Section 13(d)(3) of the Act. As such, the
group may be deemed to beneficially own Shares owned by the Reporting Persons
and the JANA Parties. Upon information and belief, the JANA Parties, as of the
close of business on April 15, 2005, may be deemed to beneficially own 3,530,200
Shares in the aggregate. Accordingly, the 13,844,300 Shares that may be deemed
to be beneficially owned in the aggregate by the group constitutes approximately
8.47% of the Shares outstanding. However, neither the fact of this filing nor
anything contained herein shall be deemed to be an admission by any of the
Reporting Persons that they are the beneficial owners of Shares owned by the
JANA Parties.
(c) The following table sets forth all transactions with respect to
Shares effected since the most recent filing on Schedule 13D by the Reporting
Persons. All such transactions were effected in the open market and the table
includes commissions paid in per share prices.
>
------------------- -------------- ------------------- -------------------
No. of Shares Price
Name Date Purchased Per Share
------------------- -------------- ------------------- -------------------
------------------- -------------- ------------------- -------------------
High River 04/14/05 144,000 79.9192
------------------- -------------- ------------------- -------------------
------------------- -------------- ------------------- -------------------
High River 04/15/05 270,000 77.7110
------------------- -------------- ------------------- -------------------
------------------- -------------- ------------------- -------------------
Icahn Master 04/14/05 288,000 79.9192
------------------- -------------- ------------------- -------------------
------------------- -------------- ------------------- -------------------
Icahn Master 04/15/05 540,000 77.7110
------------------- -------------- ------------------- -------------------
------------------- -------------- ------------------- -------------------
Icahn Partners 04/14/05 288,000 79.9192
------------------- -------------- ------------------- -------------------
------------------- -------------- ------------------- -------------------
Icahn Partners 04/15/05 540,000 77.7110
------------------- -------------- ------------------- -------------------
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: April 18, 2005
HOPPER INVESTMENTS LLC
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, General Partner
By: Barberry Corp., member
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
[Signature Page of Amendment #5 to Schedule 13D -
Kerr-McGee, Inc.]
ICAHN OFFSHORE L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE LLC
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
CCI ONSHORE LLC
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn_____________
-----------------
CARL C. ICAHN
[Signature Page of Amendment #5 to Schedule 13D -
Kerr-McGee, Inc.]