Kerr-McGee Completes Separation of Tronox
Friday, March 31, 2006
Kerr-McGee Corp. has completed the separation of Tronox Incorporated. As previously announced, Kerr-McGee distributed to its stockholders .20164 of a share of Tronox Class B common stock for each outstanding share of Kerr-McGee common stock they owned as of the record date of March 20, 2006.
"With the completion of the separation of Tronox, Kerr-McGee is now a pure-play oil and natural gas exploration and production company," said Luke R. Corbett, Kerr-McGee chairman and chief executive officer. "We already are executing our strategic plan as a pure-play E&P company with the right assets that provide a foundation of opportunities to continue delivering consistent, repeatable growth for our stockholders.
"I appreciate the effort and professionalism the employees of both Kerr-McGee and Tronox have shown in ensuring a smooth transition that I believe will prove beneficial to the stockholders of both companies," added Corbett.
Cash will be delivered in lieu of fractional-share interests to stockholders entitled to receive less than one share of Tronox Class B common stock. The distribution is structured to be generally tax free to Kerr-McGee stockholders for U.S. federal income tax purposes (other than with respect to any cash received in lieu of fractional shares or Tronox shares paid as a dividend on Kerr-McGee employee restricted stock).
Registered holders of Kerr-McGee common stock on the record date will receive an account statement showing their ownership in Tronox, which initially will be in book-entry form. The account statement will include information about how to request a physical stock certificate. Stockholders who hold their shares through brokers or other nominees will have their shares of Tronox Class B common stock credited to their accounts by their nominees or brokers.
During the next week, Kerr-McGee will provide stockholders with information to enable them to allocate their tax basis to their Kerr-McGee and Tronox shares, and with other information necessary to report their receipt of Tronox Class B common stock on their 2006 U.S. federal income tax returns.
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to invest or otherwise. The value of an investment may fall. The investments referred to in this
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