UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 25, 2004
 
KERR-MCGEE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-16619

 

73-1612389

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

Kerr-McGee Center

 

 

Oklahoma City, Oklahoma

 

73125

(Address of principal executive offices)

 

(Zip Code)

 

(405) 270-1313

(Registrant’s telephone number, including area code)

 

 



 

Item 5.  Other Events.

 

On June 25, 2004, Kerr-McGee Corporation (“Kerr-McGee”) priced an offering of $650 million in aggregate principal amount of its 6.95 % Notes due 2024  (the “Notes”).  In connection therewith, Kerr-McGee has executed an underwriting agreement which is attached hereto as an exhibit.  Kerr-McGee Rocky Mountain Corporation and Kerr-McGee Chemical Worldwide LLC will jointly and severally guarantee Kerr-McGee’s obligations under the Notes.  Certain other exhibits relating to the offering of the Notes are being filed herewith, as described under Item 7 below.

 

Item 7(c).  Exhibits.

 

1.1           Underwriting Agreement.

 

5.1           Opinion of Covington & Burling regarding the legality of the Notes.

 

12.1         Statement re: Computation of Ratio of Earnings to Fixed Charges.

 

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SIGNATURES

 

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.

 

 

 

KERR-MCGEE CORPORATION

 

 

 

 

 

 

Date: June 25, 2004

By:

/s/ John M. Rauh

 

 

 

John M. Rauh

 

 

Vice President and Controller

 

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EXHIBIT INDEX

 

1.1           Underwriting Agreement.

 

5.1           Opinion of Covington & Burling regarding the legality of the Notes.

 

12.1         Statement re: Computation of Ratio of Earnings to Fixed Charges.

 

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