SEC Okays Statement for Kerr-McGee/Westport Merger

On May 21, 2004, the U.S. Securities and Exchange Commission declared effective the registration statement on Form S-4 filed by Kerr-McGee, with respect to the merger with Westport Resources Corporation.

The U.S. Federal Trade Commission previously granted early termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Kerr-McGee and Westport stockholders of record as of May 20, 2004, are being mailed a joint proxy statement/prospectus for special meetings of their respective stockholders, to be held by each company on June 25, 2004, in connection with the transaction. The Kerr-McGee special meeting of stockholders is scheduled for 10:00 a.m. Central Daylight Time in the Robert S. Kerr Auditorium, Kerr-McGee Center, 123 Robert S. Kerr, Oklahoma City. The Westport special meeting of stockholders will be at 9:00 a.m. Mountain Daylight Time in the Bluebell I Room at the Pinnacle Club, 555 17th Street, 37th floor, Denver. Kerr-McGee and Westport expect to close the merger promptly following receipt of approvals by their respective stockholders.

Kerr-McGee and Westport announced on April 7 that their respective boards of directors had unanimously approved a strategic merger valued at approximately $3.4 billion. The merged company will be known as Kerr-McGee Corporation and will be headquartered in Oklahoma City.

Under the terms of the merger agreement, Westport stockholders will receive 0.71 shares of Kerr-McGee common stock for each common share of Westport. The transaction is expected to be non-taxable to the stockholders of both companies. In addition, prior to consummation of the transaction, Westport will redeem all of its 6 1/2% Convertible Preferred Stock at a redemption price of $25.65 per share.