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
March 12, 2002
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(Date of Report - Date of earliest event reported)
KERR-McGEE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-16619 73-1612389
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
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(Address of principal executive offices) (Zip Code)
(405) 270-1313
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(Registrant's telephone number)
Item 4. Changes in Registrant's Certifying Accountant
On March 12, 2002, the Board of Directors of Kerr-McGee
Corporation (the "Company") decided to no longer engage Arthur
Andersen LLP ("Arthur Andersen" or "AA") as the Company's independent
public accountants and engaged Ernst & Young LLP ("E & Y") to serve as
the Company's independent public accountants for the fiscal year 2002,
in accordance with the recommendation of the Board's Audit Committee.
The determination to change independent public accountants followed
the Company's decision to seek proposals from independent public
accountants to audit the Company's financial statements for the fiscal
year ending December 31, 2002. The appointment of E & Y is subject to
stockholder ratification at the 2002 Annual Meeting of Stockholders to
be held in May.
Arthur Andersen's audit reports on the Company's consolidated
financial statements for each of the fiscal years ended December 31,
2001 and 2000 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles.
During the company's two fiscal years ended December 31, 2001 and
2000 and the subsequent interim period preceding the decision to
change independent public accountants, there were no disagreements
with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to AA's satisfaction would have
caused them to make reference to the subject matter of the
disagreement in connection with the audit reports on the Company's
consolidated financial statements for such years, and there were no
reportable events as defined in Item 304(a) (1) (v) of Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of AA's letter, dated
March 15, 2002, stating its agreement with such statements.
In the years ended December 31, 2001 and 2000 and through the
date hereof, the Company did not consult E & Y with respect to the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might
be rendered on the Company's consolidated financial statements, or any
other matters or reportable events as set forth in Items 304(a) (2)
(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16.1 Letter from Authur Andersen LLP to the Securities and Exchange
Commission dated March 15, 2002.
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
By: (J. Michael Rauh)
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J. Michael Rauh
Vice President and Controller
Dated: March 15, 2002