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November
16, 2005
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(Date
of Report - Date of earliest event
reported)
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KERR-McGEE
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-16619
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73-1612389
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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123
Robert S. Kerr Avenue,
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Oklahoma
City, Oklahoma
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73102
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(Address
of principal executive offices)
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(Zip
Code)
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(405) 270-1313
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(Registrant's
telephone number)
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On
August 11, 2005, Kerr-McGee Corporation (the "Company")
filed a
Current Report on Form 8-K (the "August 8-K") regarding the entry
by
certain of its wholly-owned subsidiaries into various sale and purchase
agreements (the “Sale Agreements”) pursuant to which the Company agreed to
dispose of all of its North Sea operations.
One
of the Sale Agreements was the Sale and Purchase Agreement between
the
Company, KM Denmark Overseas ApS (“KM Denmark”), Alnery No. 2524 Limited,
and A.P. Moller-Maersk A/S (“Maersk”), pursuant to which the Company
agreed to dispose of all of its remaining North Sea assets through
the
sale of 100% of the stock of Kerr-McGee (G.B.) Limited and Kerr-McGee
Norway AS to Maersk for $2.95 billion (the “Maersk Sale Agreement”).
On
November 9, 2005, the Company, KM Denmark, Maersk Energy UK Ltd (formerly
Alnery No. 2524 Limited) and Maersk entered into a Deed of Agreement.
Pursuant to the Deed of Agreement, the parties
agreed:
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°
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to
unwind dividends that had been paid by certain of the Company’s
subsidiaries that are being sold pursuant to the Maersk Sale
Agreement;
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°
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that
KM Denmark would pay to such subsidiaries an amount equal to interest
that
would have accrued on the amount of the unwound dividends;
and
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°
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that
the Maersk Sale Agreement will be restated (the “Restated Agreement”),
with the Restated Agreement to be effective as of August 7, 2005.
The
Restated Agreement will increase the base consideration payable under
the
Maersk Sale Agreement by the same amount as the dividends being unwound
and the interest payment made pursuant to the Deed of Agreement described
above (net of taxes applicable to the interest payment) so that the
net
effect of the Deed of Agreement and the Restated Agreement will be
to
accomplish the sale of Company’s North Sea operations on the same
financial terms as previously announced. It is expected that the
Restated
Agreement will close on or around November 17,
2005.
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SIGNATURES
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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.
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KERR-MCGEE
CORPORATION
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By:
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(John
M. Rauh)
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John
M. Rauh
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Vice
President and Controller
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Dated:
November 16, 2005
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