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November
22, 2005 - November 17, 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 its North Sea oil and gas business.
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:
°
to
unwind dividends that had been paid by certain of the Company’s
subsidiaries
that are being sold pursuant to the Maersk Sale Agreement;
°
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
°
that
the Maersk Sale Agreement would be restated as described
below.
On
November 17, 2005, the Maersk Sale Agreement was restated (the “Restated
Agreement”), with the Restated Agreement being effective as of August 7,
2005. The Restated Agreement increased the base consideration payable
under the Maersk Sale Agreement by the same amount as the dividends
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
was to
accomplish the sale of Company’s North Sea operations on the same
financial terms as previously announced. The transaction contemplated
by
the Restated Agreement closed on November 17,
2005.
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Item
2.01
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Completion
of Acquisition or Disposition of Assets
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On
September 30, 2005, the Company had completed the sale of its interests
in
four nonoperated fields in the North Sea and related exploratory
acreage
and facilities for an aggregate cash purchase price of $566 million
to
three purchasers: Centrica plc ($487 million), Talisman North Sea
Limited
($78 million) and Amerada Hess ($0.5 million).
As
described under Item 1.01 above, on November 17, 2005, the Company
completed the disposition of its North Sea oil and gas business by
closing
the sale of 100% of the stock of Kerr-McGee (G.B.) Limited and Kerr-McGee
Norway AS to Maersk for a purchase price of (i) $2.95 billion in
cash
(plus interest from the July 1 effective date of the sale), representing
the base consideration under the Restated Agreement, plus (ii) the
amount
of the dividends unwound and an amount equal to the interest payment
made
pursuant to the Deed of Agreement described above (net of taxes applicable
to the interest payment), which, together with the unwinding of the
dividends and the interest payment, had the net effect of accomplishing
the sale of Kerr-McGee (G.B.) Limited and Kerr-McGee Norway AS to
Maersk
for $2.95 billion (the terms previously announced in the August
8-K).
The
company used the estimated net cash proceeds from these transactions
for
debt reduction.
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Item
9.01
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Financial
Statements and Exhibits
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(b)
Pro forma financial information
The
following pro forma financial statements giving effect to the disposition
of the company’s North Sea oil and gas business are filed as Exhibit 99.1
and incorporated herein by reference:
°
Unaudited condensed consolidated balance sheet as of September
30,
2005
°
Unaudited condensed consolidated statements of operations for the
years
ended December 31, 2004, 2003 and
2002
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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 22, 2005
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