UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 24, 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
1,560,300
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,560,300
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.95%
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
1,560,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,560,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.95%
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
1,560,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,560,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.95%
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
3,184,976
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,184,976
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,184,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.95%
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
3,184,976
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,184,976
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,184,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.95%
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
3,184,976
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,184,976
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,184,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.95%
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
3,056,224
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,056,224
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,056,224
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.87%
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
3,056,224
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,056,224
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,056,224
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.87%
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
3,056,224
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,056,224
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,056,224
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.87%
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
7,801,500
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,801,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,801,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.77%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Statement constitutes Amendment No. 2 to the Schedule 13D previously
filed on March 3, 2005, as amended by Amendment No. 1 filed on March 10, 2005.
All capitalized terms not otherwise defined shall have the meaning ascribed to
such terms in the previously filed statement on Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 7,801,500 Shares purchased by High
River, Icahn Master and Icahn Partners, collectively, was $563,200,887.89
(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 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On March 10, 2005, the Issuer filed a lawsuit in federal court in Oklahoma
against the Reporting Persons, the JANA Parties and certain of their respective
affiliates. A copy of the amended complaint filed by the Issuer (the
"Complaint") is filed herewith as an exhibit and incorporated herein by
reference, and any descriptions herein of the Complaint are qualified in their
entirety by reference to the Complaint.
On March 17, 2005, the Reporting Persons sent a letter to the Issuer (the
"Demand Letter"), demanding, pursuant to Delaware law, the right to inspect
certain books and records (including stockholder list materials) of the Issuer.
A copy of the Demand Letter is filed herewith as an exhibit and incorporated
herein by reference, and any descriptions herein of the Demand Letter are
qualified in their entirety by reference to the Demand Letter.
On March 24, 2005, the Reporting Persons, the JANA Parties and certain
related parties filed a preliminary proxy statement with the SEC relating to the
solicitation of proxies on behalf of Carl C. Icahn and Barry S. Rosenstein as
candidates for director at the Issuer's 2005 annual meeting of stockholders.
On March 24, 2005, the Reporting Persons and the JANA Parties agreed to
each pay half of all costs related to the solicitation of proxies (including
expenditures for public relations and financial advisers, proxy solicitors,
advertising, printing, transportation and related expenses), except that the
Reporting Persons and the JANA Parties will each bear their own legal expenses.
THE REPORTING PERSONS, THE JANA PARTIES AND CERTAIN RELATED PARTIES FILED A
PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH
[24], 2005 RELATING TO THEIR SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF
KERR-MCGEE CORPORATION WITH RESPECT TO THE 2005 ANNUAL MEETING OF KERR-MCGEE'S
STOCKHOLDERS. THE PRELIMINARY PROXY STATEMENT CONTAINS DETAILED INFORMATION
REGARDING THE NAMES, AFFILIATIONS AND INTERESTS OF PERSONS WHO MAY BE DEMEED
PARTICIPANTS IN THE SOLICITATION OF
PROXIES OF KERR-MCGEE'S STOCKHOLDERS. THESE PARTIES INTEND TO FILE A DEFINITIVE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS WITH THE SECURITIES AND EXCHANGE
COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS MAY BE OBTAINED WITHOUT CHARGE FROM THE
SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV, AND THE
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF
KERR-MCGEE CORPORATION.
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, 7,801,500 Shares, representing approximately 4.77% 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 preliminary proxy statement
on Schedule 14A, filed with the Securities and Exchange Commission on March 18,
2005).
(b) High River has sole voting power and sole dispositive power with
regard to 1,560,300 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
3,184,976 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
3,056,224 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 March 23, 2005, may be deemed to beneficially own 4,378,000
Shares in the aggregate. Accordingly, the 12,179,500 Shares that may be deemed
to be beneficially owned in the aggregate by the group constitutes approximately
7.5% 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 03/11/05 10,000 77.5100
High River 03/16/05 60,000 78.7567
High River 03/23/05 14,100 77.9401
No. of Shares Price
Name Date Purchased Per Share
---- ---- --------- ---------
Icahn Master 03/11/05 20,400 77.5100
Icahn Master 03/16/05 122,400 78.7567
Icahn Master 03/23/05 28,764 77.9401
Icahn Partners 03/11/05 19,600 77.5100
Icahn Partners 03/16/05 117,600 78.7567
Icahn Partners 03/23/05 27,636 77.9401
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 is hereby amended to add the following:
On March 10, 2005, the Issuer filed a lawsuit in federal court in Oklahoma
against the Reporting Persons, the JANA Parties and certain of their respective
affiliates. A copy of the Complaint is filed herewith as an exhibit and
incorporated herein by reference, and any descriptions herein of the Complaint
are qualified in their entirety by reference to the Complaint.
On March 17, 2005, the Reporting Persons sent to the Issuer the Demand
Letter more fully described in Item 4. A copy of the Demand Letter is filed
herewith as an exhibit and incorporated herein by reference, and any
descriptions herein of the Demand Letter are qualified in their entirety by
reference to the Demand Letter.
On March 24, 2005, the Reporting Persons, the JANA Parties and certain
related parties filed a preliminary proxy statement with the SEC relating to the
solicitation of proxies on behalf of Carl C. Icahn and Barry S. Rosenstein as
candidates for director at the Issuer's 2005 annual meeting of stockholders.
On March 24, 2005, the Reporting Persons and the JANA Parties agreed to
each pay half of all costs related to the solicitation of proxies (including
expenditures for public relations and financial advisers, proxy solicitors,
advertising, printing, transportation and related expenses), except that the
Reporting Persons and the JANA Parties will each bear their own legal expenses.
Item 7. Material to be Filed as Exhibits
1 Complaint filed by the Issuer against the Reporting Persons and the JANA
Parties.
2 Letter from the Reporting Persons to the Issuer.
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: March 24, 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 #2 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 #2 to Schedule 13D - Kerr-McGee, Inc.]