SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Kerr-McGee Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
492386107
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 2005
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(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 Rule 13d-1(e), 13d-1(f) or 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.
(Continued on following pages)
(Page 1 OF 6 PAGES)
__________________________
* 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).
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CUSIP NO. 492386107 SCHEDULE 13D/A PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
4,332,400 (including options to purchase up to
1,531,300 Shares) (see Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 4,332,400 (including options to purchase up to
1,531,300 Shares) (see Item 5)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,332,400 (including options to purchase up to 1,531,300 Shares)
(see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% (see Item 5)
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 492386107 SCHEDULE 13D/A PAGE 3 OF 6 PAGES
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The Schedule 13D filed on March 3, 2005 by Jana Partners LLC, a Delaware
limited liability company (the "Reporting Person"), relating to the common
stock, $1.00 par value (the "Shares"), of Kerr-McGee Corporation (the "Issuer"),
is hereby amended and supplemented as set forth below by this Amendment No. 1
to the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
Of the 4,332,400 Shares reported herein by the Reporting Person,
2,801,100 Shares were acquired at an aggregate purchase price of approximately
$174,730,022.67, and the remaining 1,531,300 Shares represent options to acquire
Shares, which options were acquired at an aggregate purchase price of
approximately $4,236,878.37. The Shares beneficially owned by the Reporting
Person were acquired with investment funds in accounts under management.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented as follows:
On March 10, 2005, the Reporting Person and the Icahn Group sent a
letter to the Issuer regarding their proposal to increase stockholder value. A
copy of the letter is attached hereto as Exhibit C and is incorporated herein by
reference.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY JANA PARTNERS LLC AND ITS AFFILIATES FROM
THE STOCKHOLDERS OF KERR-MCGEE CORPORATION FOR USE AT ITS ANNUAL MEETING WHEN
AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. WHEN AND IF COMPLETED, THE PROXY STATEMENT AND SUCH OTHER
DOCUMENTS WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV, AND A DEFINITIVE PROXY STATEMENT AND
A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF KERR-MCGEE CORPORATION.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as
follows:
(a) The aggregate percentage of Shares reported to be beneficially
owned by the Reporting Person is based upon 151,692,157 Shares outstanding,
which is the total number of Shares outstanding as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
As of the close of business on March 9, 2005, the Reporting Person may
be deemed to beneficially own 4,332,400 Shares (including options to purchase up
to 1,531,300 Shares), constituting approximately 2.9% of the Shares outstanding.
Upon information and belief, the Icahn Group, as of the close of business on
March 9, 2005, may be deemed to beneficially own 7,106,000 Shares. Accordingly,
the 11,438,400 Shares that may be deemed to be beneficially owned in the
aggregate by the Reporting Person and the Icahn Group, as of the close of
business on March 9, 2005, constitutes approximately 7.5% of the Shares
outstanding.
(b) The Reporting Person has sole voting and dispositive powers over
the 4,332,400 Shares reported herein (including, if such options are exercised,
the 1,531,300 Shares underlying the options reported herein), which powers are
exercised by the Principals.
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CUSIP NO. 492386107 SCHEDULE 13D/A PAGE 4 OF 6 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Item 6 of the Schedule 13D is hereby amended and restated as follows:
As set forth below, the Reporting Person holds, as of the close of
business on March 9, 2005, options to acquire 1,531,300 Shares, each of which
was acquired on the open market:
Shares
Date of Underlying Exercise Price Purchase Price
Purchase Options per Share ($) Expiration Date per Option ($)
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02/07/05 49,000 65.00 03/18/05 1.1859
02/08/05 100,000 65.00 03/18/05 1.3357
02/22/05 1,000 75.00 03/18/05 2.2555
02/28/05 73,300 80.00 04/15/05 2.0558
03/01/05 225,700 80.00 03/18/05 1.5288
03/01/05 211,000 80.00 03/18/05 1.0594
03/01/05 226,900 75.00 03/18/05 3.8579
03/01/05 100,000 80.00 04/15/05 2.7408
03/02/05 272,100 75.00 03/18/05 5.2532
03/02/05 126,900 80.00 04/15/05 3.1693
03/02/05 118,300 80.00 03/18/05 2.2253
03/02/05 1,000 65.00 03/18/05 13.5285
03/04/05 26,100 80.00 03/18/05 2.5238
As more fully described in Item 4, pursuant to discussions among the
Reporting Person and the Icahn Group, on March 2, 2005 the Icahn Group notified
the Issuer that it proposed to nominate Barry Rosenstein and Carl Icahn for
election to the Issuer's board of directors at the 2005 annual meeting of
stockholders. Representatives of the Reporting Person and the Icahn Group have
suggested various actions to the Issuer that they believe would enhance
stockholder value. The Reporting Person currently intends to solicit proxies in
favor of Messrs. Rosenstein and Icahn should the Issuer not take satisfactory
measures in pursuit of stockholder value.
Except as otherwise set forth herein, the Reporting Person does not have
any contract, arrangement, understanding or relationship with any person with
respect to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby supplemented as follows:
3. Exhibit C - Letter to the Issuer dated March 10, 2005.
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CUSIP NO. 492386107 SCHEDULE 13D/A PAGE 5 OF 6 PAGES
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 10, 2005
JANA PARTNERS LLC
By: /s/ Barry S. Rosenstein
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Name: Barry S. Rosenstein
Title: Managing Director
By: /s/ Gary Claar
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Name: Gary Claar
Title: Managing Director
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CUSIP NO. 492386107 SCHEDULE 13D/A PAGE 6 OF 6 PAGES
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EXHIBIT INDEX
1. Exhibit A - Letter to the Issuer dated March 3, 2005 (previously filed).
2. Exhibit B - Transactions in the Shares by the Reporting Person during the
past 60 days (previously filed).
3. Exhibit C - Letter to the Issuer dated March 10, 2005.