SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934.
KERR-MCGEE CORPORATION
(Name of Subject Company (Issuer))
KERR-MCGEE CORPORATION (ISSUER)
(Name of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $1.00 per share
(Title of Class of Securities)
492386107
(CUSIP Number of Class of Securities)
Gregory F. Pilcher
Senior Vice President, General Counsel and Secretary
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
(405) 270-1313
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
Scott F. Smith
Stephen A. Infante
Covington & Burling
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
CALCULATION OF FILING FEE
Transaction Valuation* |
Amount of Filing Fee |
|
---|---|---|
Not applicable | Not applicable |
Amount Previously Paid: | |||
Form or Registration No.: | |||
Filing Party: | |||
Date Filed: |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Tender Offer Statement on Schedule TO relates to pre-commencement communications in connection with the planned tender offer by Kerr-McGee Corporation ("Kerr-McGee") to purchase up to 43,500,000 shares of its common stock, par value $1.00 per share (including the associated preferred stock purchase rights) (the "Shares"), or such lesser number of Shares as is tendered and not properly withdrawn, at a price determined by the Company between $85.00 and $92.00 per share, without interest. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.
Items 1-11.
Not applicable.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
Exhibit Number |
Description of Document |
|
---|---|---|
12.1 | Notice to Savings Investment Plan participants sent on April 15, 2005. |