UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
February 1, 2006
(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 ss.ss.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) / /
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
938,758
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
938,758
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,758
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.80%
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) / /
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
938,758
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
938,758
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,758
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.80%
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) / /
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
1,048,248
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,048,248
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,248
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.90%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 492386107
1 NAME OF REPORTING PERSON
Icahn & Co., Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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
109,490
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
109,490
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,490
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%
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) / /
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
1,877,675
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,877,675
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,877,675
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.62%
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) / /
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
1,877,675
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,877,675
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,877,675
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.62%
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) / /
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
1,877,675
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,877,675
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,877,675
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.62%
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) / /
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
2,315,315
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,315,315
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,315,315
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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) / /
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
2,315,315
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,315,315
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,315,315
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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) / /
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
2,315,315
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,315,315
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,315,315
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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) / /
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
5,241,238
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,241,238
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,241,238
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.52%
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, Amendment No. 4 filed on April 14,
2005, Amendment No. 5 filed on April 18, 2005 and Amendment No. 6 filed on May
25, 2005, is hereby further amended as set forth below by this Amendment No. 7
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 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
The Reporting Persons have sold a portion of the Shares to take advantage
of long-term capital gains treatment. Much to the credit of CEO Luke Corbett and
his management team, the Issuer has fully implemented the proposals put forth by
the Reporting Persons and shareholders have been well rewarded as a result. The
Reporting Persons believe that the Issuer remains undervalued and therefore
continue to hold a sizeable position in the Shares.
The Reporting Persons reserve the right to acquire additional Shares at any
time and from time to time in the open market or otherwise. In addition, the
Reporting Persons may dispose of all or any portion of the Shares at any time or
from time to time in the open market or otherwise.
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, 5,241,238 Shares, representing approximately 4.52% of the Issuer's
outstanding Shares (based upon the 115,992,412 Shares stated to be outstanding
as of October 31, 2005 by the Issuer in its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2005, filed with the Securities and
Exchange Commission on November 9, 2005).
(b) High River has sole voting power and sole dispositive power with regard
to 938,758 Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting
power and shared dispositive power with regard to such Shares. Icahn & Co. has
sole voting power and sole dispositive power with regard to 109,490 Shares. Each
of Barberry 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 1,877,675 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 2,315,315 Shares. Each of Icahn Onshore, CCI
Onshore and Carl C. Icahn has shared voting power and shared dispositive power
with regard to such Shares.
(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 (Sold) Per Share
---------------------- --------- ----------------- -----------------
High River 06/03/05 (48,000) 73.5815
---------------------- --------- -------------- -----------------
High River 06/06/05 (4,540) 73.7312
---------------------- --------- -------------- -----------------
High River 06/09/05 (21,400) 73.5159
---------------------- --------- -------------- -----------------
High River 06/10/05 (1,280) 73.4979
---------------------- --------- -------------- -----------------
High River 06/13/05 (2,816) 73.5003
---------------------- --------- -------------- -----------------
High River 06/14/05 (53,057) 73.7217
---------------------- --------- -------------- -----------------
High River 06/15/05 (18,000) 74.0992
---------------------- --------- -------------- -----------------
High River 01/19/06 (61,500) 100.3728
---------------------- --------- -------------- -----------------
High River 02/01/06 (110,000) 110.0575
---------------------- --------- -------------- -----------------
Icahn Master 06/03/05 (192,000) 73.5815
---------------------- --------- -------------- -----------------
Icahn Master 06/06/05 (18,160) 73.7312
---------------------- --------- -------------- -----------------
Icahn Master 06/09/05 (85,600) 73.5159
---------------------- --------- -------------- -----------------
Icahn Master 06/10/05 (5,120) 73.4979
---------------------- --------- -------------- -----------------
Icahn Master 06/13/05 (11,266) 73.5003
---------------------- --------- -------------- -----------------
Icahn Master 06/14/05 (212,230) 73.7217
---------------------- --------- -------------- -----------------
Icahn Master 06/15/05 (72,000) 74.0992
---------------------- --------- -------------- -----------------
Icahn Master 01/19/06 (110,700) 100.3728
---------------------- --------- -------------- -----------------
Icahn Master 02/01/06 (198,000) 110.0575
---------------------- --------- -------------- -----------------
Icahn Partners 01/19/06 (135,300) 100.3728
---------------------- --------- -------------- -----------------
Icahn Partners 02/01/06 (242,000) 110.0575
---------------------- --------- -------------- -----------------
As a result of the transactions reported in this Amendment No. 7 to
Schedule 13D, the Reporting Persons are no longer subject to the reporting
requirements of Rule 13d-1(a) of the Exchange Act.
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: February 1, 2006
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, General Partner
By: Barberry Corp., member
HOPPER INVESTMENTS LLC
By: Barberry Corp.
BARBERRY CORP.
ICAHN PARTNERS MASTER FUND L.P.
ICAHN OFFSHORE L.P.
CCI OFFSHORE LLC
ICAHN PARTNERS L.P.
ICAHN ONSHORE L.P.
CCI ONSHORE LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN & CO., INC.
By: /s/ Irene March
---------------
Name: Irene March
Title: Controller
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Amendment #7 to Schedule 13D - Kerr-McGee Corporation]