| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* |
KERR-MCGEE CORPORATION |
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| (Name of Issuer) | ||||
COMMON STOCK PAR VALUE $1.00 PER SHARE |
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| (Title of Class of Securities) | ||||
492386107 |
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(CUSIP Number) |
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June 29, 2004 |
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| (Date of Event Which Requires Filing of this Statement) | ||||
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 492386107 | 13G | Page 2 of 6 Pages |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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EQT Holdings Company, LLC 20-1103143 |
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| 2. | Check the Appropriate Box if a Member | (a) | o | |||
| of a Group (See Instructions) | (b) | ý | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
Delaware |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
7,384,859 |
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| 6. | Shared Voting Power | |||||
0 |
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| 7. | Sole Dispositive Power | |||||
7,384,859 |
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| 8. | Shared Dispositive Power | |||||
0 |
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
7,384,859 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
4.9%** |
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| 12. | Type of Reporting Person (See Instructions) | |||||
OO |
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| CUSIP No. 492386107 | 13G | Page 3 of 6 Pages |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Equitable Resources, Inc. 25-0464690 |
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| 2. | Check the Appropriate Box if a Member | (a) | o | |||
| of a Group (See Instructions) | (b) | ý | ||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Organization | |||||
Pennsylvania |
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| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power | ||||
7,384,859* |
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| 6. | Shared Voting Power | |||||
0 |
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| 7. | Sole Dispositive Power | |||||
7,384,859* |
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| 8. | Shared Dispositive Power | |||||
0 |
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
7,384,859* |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
| 11. | Percent of Class Represented by Amount in Row (9) | |||||
4.9%** |
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| 12. | Type of Reporting Person (See Instructions) | |||||
CO |
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Item 1.
| (a) | Name of Issuer | |
Kerr-McGee Corporation |
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| (b) | Address of Issuer's Principal Executive Offices | |
123 Robert South Kerr Avenue Kerr-McGee Center Oklahoma City, OK 73125 |
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Item 2.
| (a) | Name of Person Filing | |
EQT Holdings Company, LLC ("EQTHC") Equitable Resources, Inc. ("Equitable") |
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| (b) | Address of Principal Business Office or, if none, Residence | |
EQTHC: 101 Convention Center Blvd. Suite 850 Las Vegas, NV 89109 Equitable: One Oxford Centre 301 Grant Street Suite 3300 Pittsburgh, PA 15219 |
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| (c) | Citizenship | |
EQTHC: Delaware Equitable: Pennsylvania |
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| (d) | Title of Class of Securities | |
Common Stock, Par Value $1.00 per share |
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| (e) | CUSIP Number | |
492386107 |
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Item 3.
| Type of Filing Person | ||
Not applicable. |
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Item 4. Ownership
EQTHC:
| (a) | Amount beneficially owned: | |||
7,384,859 |
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| (b) | Percent of class: | |||
| 4.9%** | ||||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote | |||
7,384,859 |
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| (ii) | Shared power to vote or to direct the vote | |||
| Not Applicable | ||||
| (iii) | Sole power to dispose or to direct the disposition of | |||
7,384,859 |
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| (iv) | Shared power to dispose or to direct the disposition of | |||
Not Applicable |
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Equitable:
| (a) | Amount beneficially owned: | |||
7,384,859* |
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| (b) | Percent of class: | |||
| 4.9%** | ||||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote | |||
7,384,859* |
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| (ii) | Shared power to vote or to direct the vote | |||
| Not Applicable | ||||
| (iii) | Sole power to dispose or to direct the disposition of | |||
7,384,859* |
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| (iv) | Shared power to dispose or to direct the disposition of | |||
Not Applicable |
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ý.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: June 30, 2004 | |||
EQT HOLDINGS COMPANY, LLC |
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By: |
/s/ MONTE L. MILLER Name: Monte L. Miller Title: Treasurer |
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EQUITABLE RESOURCES, INC. |
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By: |
/s/ DAVID L. PORGES Name: David L. Porges Title: Executive Vice President and Chief Financial Officer |
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