UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2001
Commission file number 1-16619
KERR-MCGEE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1612389
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
KERR-MCGEE CENTER, OKLAHOMA CITY, OKLAHOMA 73125
(Address of principal executive offices)
Registrant's telephone number, including area code: (405)270-1313
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock $1 Par Value New York Stock Exchange
Preferred Share Purchase Right
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $5.5 billion as of February 28, 2002.
The number of shares of common stock outstanding as of February 28, 2002, was
100,230,860.
DOCUMENTS INCORPORATED BY REFERENCE
Specified sections of the Kerr-McGee Corporation 2001 Annual Report to
Stockholders, as described herein, are incorporated by reference in Parts I and
II of this Form 10-K. The definitive Proxy Statement for the 2002 Annual Meeting
of Stockholders, which has previously been filed with the Securities and
Exchange Commission after December 31, 2001, is incorporated by reference in
Part III of this Form 10-K.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A is being filed as Amendment No. 1 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2001. This Form 10-K/A is filed with the Securities and Exchange Commission for
the sole purpose of revising Exhibit 23, Consent of Independent Public
Accountants, as a result of an ommission. Except for Exhibit 23, no other
information contained in the original report on Form 10-K is included herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
KERR-McGEE CORPORATION
By: Luke R. Corbett*
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Luke R. Corbett,
Chief Executive Officer
April 15, 2002 By: (Robert M. Wohleber)
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Date Robert M. Wohleber
Senior Vice President and
Chief Financial Officer
By: (John M. Rauh)
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John M. Rauh
Vice President and Controller
and Chief Accounting Officer
*By his signature set forth below, John M. Rauh has signed this Annual
Report on Form 10-K/A as attorney-in-fact for the officer noted above,
pursuant to power of attorney filed with the Securities and Exchange
Commission.
By: (John M. Rauh)
------------------------------
John M. Rauh
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the date indicated.
By: Luke R. Corbett*
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Luke R. Corbett, Director
By: William E. Bradford*
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William E. Bradford, Director
By: Sylvia A. Earle*
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Sylvia A. Earle, Director
By: David C. Genever-Watling*
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David C. Genever-Watling, Director
April 15, 2002 By: Martin C. Jischke*
-------------- ----------------------------------
Date Martin C. Jischke, Director
By: William C. Morris*
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William C. Morris, Director
By: John J. Murphy*
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John J. Murphy, Director
By: Leroy C. Richie*
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Leroy C. Richie, Director
By: Matthew R. Simmons*
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Matthew R. Simmons, Director
By: Nicholas J. Sutton*
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Nicholas J. Sutton, Director
By: Farah M. Walters*
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Farah M. Walters, Director
By: Ian L. White-Thomson*
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Ian L. White-Thomson, Director
*By his signature set forth below, John M. Rauh has signed this Annual
Report on Form 10-K/A as attorney-in-fact for the directors noted
above, pursuant to the powers of attorney filed with the Securities
and Exchange Commission.
By: (John M. Rauh)
--------------------------------
John M. Rauh