Kerr-McGee Receives SEC Approval For HS Resources Acquisition

On June 28, 2001, the Securities and Exchange Commission (SEC) declared effective the registration statement on Form S-4 filed by Kerr-McGee Holdco, Inc., an affiliate of Kerr-McGee Corp., with respect to the acquisition of HS Resources, Inc.

Stockholders of HS Resources are being mailed a proxy statement in connection with a special meeting of HS Resources stockholders to be held on Aug. 1, 2001, to approve the merger. Kerr-McGee and HS Resources expect to close the merger promptly after it is approved by stockholders.

Kerr-McGee announced on May 14 the signing of a definitive agreement with HS Resources to acquire all of the outstanding shares of HS Resources. The agreement, unanimously approved by the boards of directors of both companies, provides that Kerr-McGee will pay either $66 in cash or .9404 shares of Kerr- McGee common stock for each share of HS Resources common stock. The aggregate consideration payable consists of approximately 70% cash and 30% Kerr-McGee common stock.

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