Exhibit 12.1
[KERR-McGEE CORPORATION LETTERHEAD]
April 15, 2005
Important Notice Concerning Your Rights
Under the Kerr-McGee Corporation Savings Investment Plan
Kerr-McGee Corporation (the "Company") disclosed yesterday that it will make a tender offer to its stockholders to purchase a portion of the Company's shares. Participants in the Kerr-McGee Savings Investment Plan (the "Plan") will be able to tender all or some of the Company shares held in their Plan accounts. The Plan's trustees will soon send a letter to Plan participants with more information about how they may participate in the tender offer.
As will be explained in the letter from the trustees, the tender offer will require that there be a period of three business days when all Plan participants will be unable to make exchanges, take loans, make withdrawals and receive distributions from the portion of their Plan account that is invested in Kerr-McGee shares. In addition, Plan participants who offer to tender all or some of the Kerr-McGee shares held in their Plan account will be unable to make exchanges, take loans, make withdrawals, and receive distributions from the portion of their Plan account that is invested in Kerr-McGee shares for an additional period of up to ten business days while the trustees of the Plan process the tender instructions.
The Plan administrator does not believe that this period during which participants will be unable to process transactions involving Kerr-McGee shares held in their Plan accounts constitutes a "blackout period" that triggers certain advance notice requirements under Federal law. Nonetheless, the Plan administrator is providing this notice to give you as much advance warning as possible regarding the upcoming freeze.
portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the freeze period; you will not be able to direct the sale of Kerr-McGee shares from your account during the freeze period.
This notice is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any shares. The full details of the tender offer, including complete instructions on how to tender shares, along with the letter of transmittal and related materials, are expected to be mailed to stockholders promptly following commencement of the offer. Stockholders should carefully read the offer to purchase, the letter of transmittal and other related materials when they are available because they will contain important information. Stockholders may obtain free copies, when available, of the Tender Offer Statement on Schedule TO, the offer to purchase and other documents that will be filed by Kerr-McGee with the U.S. Securities and Exchange Commission at the Commission's website at www.sec.gov. Stockholders also may obtain a copy of these documents, without charge, from Georgeson Shareholder Communications Inc., the information agent for the tender offer, toll free at (877) 278-6310. Stockholders are urged to read these materials carefully prior to making any decision with respect to the tender offer.