UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
May 24, 2005
(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
1,259,351
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,259,351
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,351
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.09%
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
1,259,351
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,259,351
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,351
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.09%
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
1,368,841
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,368,841
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,841
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.19%
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)
0.10%
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
2,782,751
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,782,751
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,782,751
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.42%
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
2,782,751
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,782,751
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,782,751
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.42%
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
2,782,751
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,782,751
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,782,751
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.42%
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
2,692,615
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,692,615
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,692,615
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.34%
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
2,692,615
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,692,615
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,692,615
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.34%
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
2,692,615
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,692,615
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,692,615
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.34%
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
6,844,207
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,844,207
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,844,207
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.95%
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 and Amendment No. 5 filed on April 18, 2005, is hereby further amended as
set forth below by this Amendment No. 6 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 2. Identity and Background
Item 2 is hereby supplemented as follows:
The persons filing this statement include Icahn & Co., Inc., a Delaware
corporation ("Icahn & Co.") (the term "Reporting Persons" shall hereafter be
deemed to include Icahn & Co.). The principal business address and the address
of the principal office of Icahn & Co. is One Whitehall Street, 19th Floor, New
York, New York 10004. Barberry is the sole stockholder of Icahn & Co. Barberry
is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position
directly and indirectly to determine the investment and voting decisions made by
Icahn & Co. Icahn & Co. is a registered broker-dealer and a member of the NASD.
The name, citizenship, present principal occupation or employment and business
address of each director and executive officer of Icahn & Co., are set forth in
Schedule A attached hereto. No director or executive officer of Icahn & Co. has,
during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting, or mandating
activities subject to, Federal or State securities laws or a finding of any
violation with respect to such laws.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
On May 24, 2005, the Issuer reported the successful completion of its previously
announced self-tender offer. As a result, pursuant to the April 13, 2005
agreement among the Reporting Persons, the JANA Parties and the Issuer, the
Reporting Persons have ceased their efforts to nominate or elect directors to
the board of directors of the Issuer. In light of the foregoing, to the extent
that the Reporting Persons were or were deemed to have been members of a "group"
with the JANA Parties within the meaning of Section 13(d)(3) of the Act, the
Reporting Persons believe that they are not and should not be deemed to be
members of any such group. Therefore, the information contained in this Schedule
13D relates solely to the Reporting Persons and not to the JANA Parties.
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, 6,844,207 Shares, representing approximately 5.95% of the Issuer's
outstanding Shares (based upon the 115,100,000 Shares stated to be outstanding
as of May 24, 2005 by the Issuer in Amendment No. 10 to the Issuer's Tender
Offer Statement on Schedule TO, filed with the Securities and Exchange
Commission on May 24, 2005).
(b) High River has sole voting power and sole dispositive power with
regard to 1,259,351 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 2,782,751 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 2,692,615 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 represent the acceptance for payment by the
Issuer of Shares tendered by the Reporting Persons pursuant to the Issuer's
self-tender offer.
--------------------- -------------- ------------------- -------------------
No. of Shares Price
Name Date Accepted Per Share
--------------------- -------------- ------------------- -------------------
--------------------- -------------- ------------------- -------------------
High River 05/24/05 638,469 85.0000
--------------------- -------------- ------------------- -------------------
--------------------- -------------- ------------------- -------------------
Icahn & Co. 05/24/05 55,510 85.0000
--------------------- -------------- ------------------- -------------------
--------------------- -------------- ------------------- -------------------
Icahn Master 05/24/05 1,410,806 85.0000
--------------------- -------------- ------------------- -------------------
--------------------- -------------- ------------------- -------------------
Icahn Partners 05/24/05 1,365,108 85.0000
--------------------- -------------- ------------------- -------------------
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: May 25, 2005
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 #6 to Schedule 13D - Kerr-McGee, Inc.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF ICAHN & CO.
The following sets forth the name, position, and principal occupation of each
director and executive officer of Icahn & Co. Each such person is a citizen of
the United States of America. Except as otherwise indicated, the business
address of each director and officer is One Whitehall Street, 19th Floor, New
York, New York 10004. To the best of the Reporting Persons' knowledge, except as
set forth in this statement on Schedule 13D, none of the directors or executive
officers of Icahn & Co. own any shares of the Issuer.
Name Position
---- --------
Carl C. Icahn* Director, Chairman of the Board and President
Joseph D. Freilich Director, Secretary and Treasurer
Richard T. Buonato Vice President/Finance
Irene March* Controller
Gail Golden* Assistant Secretary
-----
* Business address is c/o Icahn Associates Corp., 767 Fifth Avenue, New York,
NY 10153.