9 Aug 2004listing compliance notice▼ BadMajor
Kerr-McGee (Nevada) LLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
9 Aug 2004listing compliance notice▼ BadMajor
Kerr-McGee (Nevada) LLC terminated the registration of a class of securities, ending its reporting obligation for them.
13 July 2004listing compliance notice▼ BadMajor
Kerr-McGee (Nevada) LLC's securities were notified for removal from listing and registration on its exchange.
29 June 2004listing compliance notice▼ BadMajor
Kerr-McGee (Nevada) LLC's securities were notified for removal from listing and registration on its exchange.
25 June 2004listing compliance notice▼ BadMajor
Kerr-McGee (Nevada) LLC terminated the registration of a class of securities, ending its reporting obligation for them.
7 Apr 2004business combination● NeutralMajor
Westport and Kerr-McGee Corporation announced that their boards unanimously approved a merger valued at about $3.4 billion, under an agreement dated April 6, 2004 that also names Kerr-McGee (Nevada) LLC. The combined company will be called Kerr-McGee Corporation and be headquartered in Oklahoma City. The excerpt does not give the exchange ratio or what Westport shareholders receive, and it does not say that Kerr-McGee (Nevada) LLC is the successor to Westport (inference only).
5 Feb 2004business combination▼ Bad
Amendment No. 2 to the $125 million notes exchange registration, still not effective. It updates the revolving credit facility to $262 million outstanding at December 31, 2003, with about $164.4 million of unused capacity after about $73.6 million of letters of credit, versus nothing borrowed at June 30, 2003. It also notes that the 2002 10-K and the 2003 10-Qs were amended on February 5, 2004; the filing excerpt does not say why.
12 Sept 2003business combination● Neutral
Amendment No. 1 to the $125 million notes exchange registration, still not effective. It adds that as of June 30, 2003 nothing was borrowed on the revolving credit facility, with about $365.5 million of unused capacity after about $104.5 million of letters of credit.
4 June 2003business combination● Neutral
Westport Resources filed to register $125 million of 8 1/4% Senior Subordinated Notes due 2011, so holders of the notes it privately issued on April 3, 2003 can swap them for registered ones. This is the same type of exchange done earlier for the $275M (Nov 2001) and $300M (Dec 2002) tranches; the company receives no proceeds.
24 Jan 2003business combination● Neutral
Westport filed a registration statement to let holders swap $300 million of 8 1/4% Senior Subordinated Notes due 2011, privately issued on December 17, 2002, for identical registered notes. The notes are guaranteed by subsidiaries, and the company receives no proceeds. These notes are additional debt under the same indenture as the $275 million issued in November 2001, and their issue was part of the funding for the Utah acquisition. This continues the debt thread.
27 Dec 2002asset acquisition disposition● NeutralMajor
Westport completed the purchase of natural gas properties and gathering and compression assets in Uintah County, Utah, from affiliates of El Paso Corporation on December 17, 2002, for about $510 million. It paid with 11.5 million new common shares sold in a public offering and $300 million of 8.25% Senior Subordinated Notes due 2011 sold privately. This is the second amendment to the 8-K, adding the purchase agreement as an exhibit. It adds to the company's assets and to its debt, and the share issue dilutes existing holders.
15 Apr 2002auditor change● Neutral
On April 9, 2002, Westport dismissed Arthur Andersen as its auditor and hired KPMG for the fiscal year ending December 31, 2002. Andersen's reports for 2000 and 2001 were unqualified, apart from an explanatory paragraph about the 2001 change in accounting for derivatives. The filing reports no disagreements with Andersen.
18 Jan 2002business combination● Neutral
Westport filed a registration statement to let holders swap $275 million of 8 1/4% Senior Subordinated Notes due 2011, privately issued on November 5, 2001, for identical notes registered with the SEC. Subsidiaries guarantee the notes, and the company receives no proceeds. This shows a $275 million debt issue made after the merger. The visible text does not say what the money was used for.
29 Nov 2001dividend declaration▲ Good
The company, now named Westport Resources, declared its fourth-quarter 2001 dividend of $0.40625 per share on the 6.5% preferred stock, payable December 17, 2001 to holders of record on December 7. This is the preferred stock that survived the merger. It is a routine dividend notice and the filing says nothing about common stock dividends.
31 Aug 2001asset acquisition disposition● NeutralMajor
The Westport merger closed on August 21, 2001, after Belco shareholders approved it. Westport was merged into Belco, which survives under the name Westport Resources Corporation ("New Westport"). Belco holders get 0.4125 New Westport share per Belco share and Westport holders get one-for-one; former Westport holders own about 73.9% of the combined company. Belco's 6 1/2% convertible preferred stays outstanding and converts into 0.465795 New Westport share. The press release values the deal at about $866 million, including $523 million of assumed long-term debt, the convertible preferred and a hedge portfolio. This resolves the merger thread open since June 2001. The filing reports about 1.1 Tcfe of combined proved reserves at June 30, 2001 (Belco 637 Bcfe, Westport 445 Bcfe). Donald Wolf is Chairman and CEO and Barth Whitham is President and COO, with Grant Henderson (ex-Belco) joining management and Robert and Laurence Belfer joining the board.
24 July 2001business combination● Neutral
Belco filed Amendment No. 1 to the merger registration statement, now setting both shareholder meetings for August 21, 2001 (record date July 31, 2001 for Belco). The share count rose slightly to 56,464,519 and the registration fee figure to $114,623. The proposal to let directors be removed only for cause no longer appears in the Belco amendment list. Closing prices on July 20 were $8.68 for Belco and $21.43 for Westport, versus $8.12 and $19.65 in the June draft. The exchange ratios are unchanged.
2 July 2001business combination● Neutral
A second copy of the same Form S-4 merger registration statement was filed on the same day. The visible text matches the original draft (56,441,519 shares, blank meeting dates). The text shown does not say what, if anything, was changed, so no new substance can be reported.
2 July 2001business combination● NeutralMajor
Belco filed the registration statement and joint proxy/prospectus for the Westport merger announced June 8. Westport merges into Belco, which takes the Westport Resources name and trades on the NYSE as "WRC". Belco holders get 0.4125 share per share, Westport holders get one-for-one, and neither Belco nor Westport holders have appraisal rights. Meeting dates and the record date were still blank in this draft, and it registers up to 56,441,519 shares. Belco's share price was $8.12 and Westport's $19.65 on June 28, 2001. This continues the merger thread.
14 June 2001business combination● NeutralMajor
Belco Oil & Gas Corp. (the registrant on this filing, which appears to be the same entity as Kerr-McGee (Nevada) LLC under an earlier name) agreed on June 8, 2001 to merge with Westport Resources Corporation in a stock-for-stock deal. Belco shareholders would get 0.4125 Westport share per Belco share, the 6 1/2% convertible preferred stays outstanding with its conversion ratio adjusted to .4658, and completion is expected in the third quarter of 2001. Belco would owe a $12.5 million termination fee plus up to $2.5 million of Westport's expenses if it ends the deal to accept a superior offer. Holders of about 51.8% of Belco's common stock and about 73.2% of Westport's have agreed to vote in favour.