Filed Pursuant to Rule 424(b)(3)
Registration No. 333-84547
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+ The information in this prospectus supplement is not complete and may be +
+ changed. This prospectus supplement and the accompanying prospectus do not +
+ constitute an offer to sell these securities and are not soliciting an offer +
+ to buy these securities in any state where the offer or sale is not +
+ permitted. +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 29, 2002
Prospectus Supplement
, 2002
(To Prospectus dated September 13, 1999)
$350,000,000
[LOGO]
MURPHY
OIL CORPORATION
% Notes due 2012
______________
The notes will bear interest at the rate of % per year. Interest on the
notes is payable on and of each year, beginning on , 2002.
The notes will mature on , 2012. Murphy Oil Corporation may redeem some or
all of the notes at any time, or from time to time, at a price equal to 100% of
the principal amount of the notes plus a make-whole premium. The redemption
price is discussed under the caption "Description of the Notes-Optional
Redemption" beginning on page S-14.
The notes will be senior obligations of Murphy Oil Corporation and will
rank equally with all of Murphy Oil Corporation's other unsecured senior
indebtedness from time to time outstanding.
______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
______________
Per Note Total
-------- -----
Public Offering Price(1) ................................................................... % $
Underwriting Discount ...................................................................... % $
Proceeds to Murphy Oil Corporation (Before Expenses)(1) .................................... % $
________
(1) Plus accrued interest from , 2002, if settlement occurs after this date.
______________
The underwriters are offering the notes subject to various conditions. The
underwriters expect to deliver the notes to purchasers in book-entry form
through the facilities of The Depository Trust Company on or about ,
2002.
______________
Joint Book-Running Managers
Banc of America Securities LLC JPMorgan
______________
BNP PARIBAS
Fleet Securities, Inc.
Goldman, Sachs & Co.
SunTrust Robinson Humphrey
Mizuho International plc
Morgan Keegan & Company, Inc.
Tokyo-Mitsubishi International
plc
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information provided by this
prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of this prospectus supplement or, with respect
to information incorporated by reference, as of the date of that information.
____________________
TABLE OF CONTENTS
Prospectus Supplement
Page
----
Where You Can Find More Information About Murphy Oil ....................... S-3
Forward-Looking Statements ................................................. S-3
Prospectus Supplement Summary .............................................. S-4
Ratio of Earnings to Fixed Charges ......................................... S-12
Use of Proceeds ............................................................ S-12
Capitalization ............................................................. S-13
Description of the Notes ................................................... S-14
Underwriting ............................................................... S-19
Legal Matters .............................................................. S-20
Experts .................................................................... S-20
Prospectus
About this Prospectus ...................................................... 1
Murphy Oil Corporation ..................................................... 1
Where You Can Find More Information About Murphy Oil ....................... 1
Ratio of Earnings to Fixed Charges ......................................... 2
Use of Proceeds ............................................................ 3
Description of Common Stock ................................................ 3
Description of Preferred Stock ............................................. 3
Description of Depositary Shares ........................................... 6
Description of Debt Securities ............................................. 8
Description of Warrants .................................................... 17
Plan of Distribution ....................................................... 18
Legal Matters .............................................................. 18
Experts .................................................................... 18
S-2
WHERE YOU CAN FIND MORE INFORMATION ABOUT MURPHY OIL
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's public reference room in Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
supplement the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference or deemed incorporated by reference is
considered to be a part of this prospectus supplement. Information that we file
with the SEC after the date of this prospectus supplement will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until our offering is completed:
. Our Annual Report on Form 10-K for the year ended December 31, 2001;
. Our certificate of incorporation, as amended, filed as Exhibit 3.1 to our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;
. Our by-laws, as amended, filed as Exhibit 3.2 to our Annual Report on
Form 10-K for the year ended December 31, 2000;
. Our Current Report filed on Form 8-K on January 15, 1997; and
. Our Current Report filed on Form 8-K on April 26, 2002.
You may request a free copy of these filings by writing to, or telephoning,
us at the following address and phone number:
Corporate Secretary
Murphy Oil Corporation
P.O. Box 7000
El Dorado, Arkansas 71731-7000
(870) 862-6411
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the
documents we incorporate by reference, contain statements of Murphy Oil's
expectations, intentions, plans and beliefs that are forward-looking and are
dependent on certain events, risks and uncertainties that may be outside of
Murphy Oil's control. These forward-looking statements are made in reliance upon
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Murphy Oil's actual results could differ materially from those expressed
or implied by these statements due to a number of factors, including those
described in these forward-looking statements as well as those contained in our
Current Report filed on Form 8-K on January 15, 1997, which we incorporate by
reference.
S-3
PROSPECTUS SUPPLEMENT SUMMARY
About Murphy Oil
In this prospectus supplement, we refer to Murphy Oil Corporation and its
wholly owned subsidiaries as "we", "our" or "Murphy Oil" unless the context
clearly indicates otherwise. The term "notes" refers to the % Notes due 2012.
Our ownership interest percentage in exploration and production projects and
other jointly owned facilities is shown following the name of each field, block
or facility.
Summary
We are a worldwide oil and gas exploration and production company with
refining and marketing operations in the United States and the United Kingdom.
Our operations are classified into two business activities: (1) "Exploration and
Production" and (2) "Refining and Marketing." For reporting purposes, our
exploration and production activities are subdivided into six geographic
segments--the United States, Canada, the United Kingdom, Ecuador, Malaysia, and
all other countries. Our refining and marketing activities are presently
subdivided into two geographic segments--the United States and the United
Kingdom.
Exploration and Production
During 2001, our principal exploration and production activities were
conducted in the United States, Canada, the United Kingdom, Malaysia, and
Ecuador. Our core operating areas include the Gulf of Mexico, the Jeanne d'Arc
basin off the east coast of Canada, western Canada, and the United Kingdom.
Our estimated net proved hydrocarbon reserves at the end of 2001 increased
to 501 million barrels of oil equivalent from 442 million barrels of oil
equivalent in 2000. This marks the eleventh consecutive year that we replaced
more reserves than we produced. Our 2001 worldwide production of 114,228 barrels
of oil equivalent a day represented an increase of approximately 10% from 2000
levels of 103,494 barrels of oil equivalent a day.
Worldwide, we participated in 51 net exploratory wells during 2001, 35.2 of
which were successful, for a 69% success rate. Our U.S. operations are
concentrated in the Gulf of Mexico and onshore South Louisiana. Additions to our
U.S. proved reserves totaled 56.9 million barrels of oil equivalent in 2001,
which amounted to 625% of our U.S. hydrocarbon production. We upgraded our
leasehold position in the Gulf of Mexico by participating in three 2001 federal
lease sales, acquiring interests ranging from 37.5% to 100% in 25 blocks, 24 of
which are in the deepwater.
Two of our deepwater discoveries are currently in the development stage. A
floating spar facility capable of handling production of up to 40,000 barrels a
day of oil and 110 million cubic feet a day of natural gas is under construction
for the Medusa field (60%), located in Mississippi Canyon Blocks 538 and 582.
First production is expected by the end of 2002. At its peak, Medusa is expected
to net 25,000 barrels a day of oil equivalent production to Murphy Oil.
At Front Runner (37.5%), located in Green Canyon Blocks 338 and 339, a
facility capable of handling up to 60,000 barrels a day of oil and 110 million
cubic feet a day of natural gas, was approved during the first quarter of 2002.
The preliminary target date for first production is in the first half of 2004,
netting to Murphy Oil an estimated 20,000 barrels of oil equivalent a day.
Canada is our largest source of crude oil reserves and production and set a
production record of 61,490 barrels of oil equivalent a day in 2001. In 2001,
the Hibernia field (6.5%) produced at an average gross rate of 149,000 barrels a
day. Elsewhere in the Jeanne d'Arc basin, the Terra Nova oil development project
(12%) off the east coast of Canada, which came on stream January 20, 2002, is
expected to reach gross production levels of 125,000 barrels of oil a day by the
end of the year. Our Canadian activities also include a 5% interest in Syncrude,
the world's largest producer of synthetic crude oil from oil sand deposits.
S-4
Although our exploration programs emphasize those areas where significant
production has been established, we also possess the technical expertise to
identify frontier prospects, along with the resources to acquire significant
ownership positions therein. Utilizing that ownership position to fund
exploratory drilling has been an available option that will continue to be
implemented where warranted. We believe we can use our long-lived, low-cost oil
properties in established worldwide basins to fund an active, yet focused,
exploration program that seeks meaningful growth opportunities.
Our frontier program centers on the Malaysian shelf and deepwater. We made
our first discovery in Malaysia last year at West Patricia on Block SK 309
(85%). The discovery has now been appraised at approximately 30 million barrels
and we have approved the field for development. First production in the range of
10,000 to 15,000 barrels a day is expected next year.
Refining and Marketing
We own refineries located in Meraux, Louisiana and Superior, Wisconsin and
have an effective 30% interest in a refinery located in Milford Haven, Wales. We
have built an integrated presence in each of our refinery markets by providing
products to 27 wholly owned and jointly owned terminals and numerous terminals
owned by others serving approximately 815 owned and branded stations and
numerous unbranded customers in the United States. In addition, three wholly
owned terminals and five terminals owned by others supply 411 owned and branded
stations in the United Kingdom.
The Meraux refinery is capable of processing approximately 100,000 barrels
of crude oil a day and distributes petroleum products via pipeline and barge to
an area covering 12 states. In 2001, the Meraux refinery set a record for annual
throughput, averaging 104,345 barrels of crude oil a day. The refinery posted a
composite 97.4% onstream time during 2001. Meraux has successfully completed its
transition to processing a medium, sour crude oil imported from Latin America in
place of a more expensive light, sweet crude. We realized savings in freight
costs through the use of large capacity tankers able to unload at the Louisiana
Offshore Oil Port ("LOOP") which provides deepwater unloading accommodations off
the Louisiana coast for oil tankers and onshore facilities for storage of crude
oil, and which is connected to the refinery by pipeline.
Our refining capital expenditures in the United States in 2001 included
$55.1 million for clean fuels and crude throughput expansion projects at the
Meraux refinery. The expansion includes the addition of a hydrocracker unit that
will allow us to meet the new low-sulfur gasoline and diesel standards.
Throughput capacity of the refinery's crude unit is expected to increase from
100,000 to 125,000 barrels a day by mid-2003.
Our Superior refinery is capable of processing 35,000 barrels of crude oil
a day and supplied gasoline to 347 owned and branded stations in the Midwest at
the end of 2001.
The Milford Haven, Wales refinery (30% effective ownership) is capable of
processing 108,000 gross barrels of crude oil a day (32,400 net to Murphy Oil).
We transport products by rail to eight distribution terminals which supply
products to 411 MURCO and EP branded retail stations.
In 2001, we continued our ongoing endeavor with Wal-Mart of building retail
gasoline stations in the parking areas of Wal-Mart Supercenters under the Murphy
USA(r) brand. At December 31, 2001, 387 stations were in operation and we expect
to construct about 110 additional stations during 2002. In February 2002, we
reached an agreement with Wal-Mart to market products through Murphy Canada
stations at select Wal-Mart stores across Canada. We plan to construct about
five to seven stations at Wal-Mart sites in Canada in 2002 and expect to expand
gradually thereafter.
S-5
We own a 20% interest in a 120-mile refined products pipeline, with a
capacity of 165,000 barrels a day, that transports products from the Meraux
refinery to two common carrier pipelines serving our marketing area in the
southeastern United States. We also own a 3.2% interest in LOOP. In addition, we
own 29.4% of a 22-mile crude oil pipeline that connects LOOP storage at
Clovelly, Louisiana and Alliance, Louisiana and 100% of a 24-mile crude oil
pipeline that connects Alliance to the Meraux refinery. The pipeline from
Alliance to Meraux is also connected to another company's pipeline system,
allowing crude oil transported by that system to be shipped to the Meraux
refinery.
In May 2001, we sold our Canadian pipeline and trucking operation,
including seven crude oil pipelines with various ownership percentages and
capacities. We realized an after-tax gain of $71 million on the sale.
S-6
The Offering
This summary of the offering highlights selected information from this
prospectus supplement and the accompanying prospectus but does not contain all
information that may be important to you. We encourage you to read this
prospectus supplement and the accompanying prospectus in their entirety before
making an investment decision.
Securities Offered ............. $ aggregate principal amount of % Notes due 2012
Maturity Date .................. , 2012
Interest Payment Dates ......... and of each year, commencing , 2002
Re-Opening ..................... We may from time to time, without the consent of the
existing holders, create and issue additional notes
having the same terms and conditions as the notes
offered by this prospectus supplement in all respects,
except for the issue date, issue price and, under some
circumstances, the date of the first payment of
interest on the notes.
Optional Redemption ............ At any time, or from time to time, we may redeem any
or all of the notes in principal amounts of $1,000 or
any integral multiple of $1,000. We will pay a
redemption price equal to the principal amount of
notes we redeem plus a make-whole premium, which is
described under the heading "Description of the
Notes--Optional Redemption" beginning on page S-14. We
also will pay any accrued and unpaid interest to the
redemption date.
Ranking ........................ The notes:
. will be unsecured;
. will rank equally with all of our existing
and future unsecured senior debt;
. will be senior to any future subordinated
debt; and
. will be effectively junior to our secured
debt and to all existing and future debt
and other liabilities of our subsidiaries,
including trade payables.
Ratings ........................ The notes are rated A- by Standard & Poor's Ratings
Services and Baa1 by Moody's Investors Service, Inc.
These ratings do not constitute a recommendation to
buy, sell or hold the notes and may be subject to
revision or withdrawal at any time by the rating
organizations. You should evaluate each rating
independently of any other rating of the notes or
other securities of Murphy Oil.
Covenants ...................... We will issue the notes under an indenture containing
covenants for your benefit. These covenants restrict
our ability, with certain exceptions, to:
. incur debt secured by liens; and
. engage in sale/leaseback transactions.
Use of Proceeds ................ We intend to use the net proceeds of approximately $
million to repay outstanding indebtedness under
existing credit facilities and for other general
corporate purposes.
S-7
Summary Consolidated Historical Financial Data
We have provided in the tables below summary consolidated historical
financial data. We have derived the statement of income data and other financial
data for each of the years in the five-year period ended December 31, 2001, and
the balance sheet data as of December 31 for each of the five years in the
five-year period ended December 31, 2001, from our audited consolidated
financial statements. You should read the following financial information in
conjunction with our consolidated financial statements and related notes that we
have incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Year Ended December 31,
----------------------------------------------------------
2001 2000 1999 1998 1997
---------- ---------- --------- ---------- -----------
(in thousands, except ratios)
Statement of Income Data(1):
Total revenues ................................................. $4,478,509 $4,639,165 $2,756,441 $2,347,022 $ 3,305,922
Costs and Expenses:
Crude oil, products and related operating
expenses .................................................... 3,456,021 3,704,936 2,198,701 1,927,325 2,695,436
Exploration expenses, including
undeveloped lease amortization .............................. 156,919 125,629 70,557 65,582 94,792
Selling and general expenses ................................... 97,835 85,474 81,817 61,363 65,928
Depreciation, depletion and amortization ....................... 229,222 213,539 205,077 203,163 209,439
Amortization of goodwill ....................................... 3,120 -- -- -- --
Impairment of properties ....................................... 10,478 27,916 -- 80,127 28,056
Provision for reduction in force ............................... -- -- 1,513 -- --
Charge resulting from cancellation of a
drilling rig contract ....................................... -- -- -- 7,255 --
Interest expense ............................................... 39,289 29,936 28,139 18,090 12,717
Interest capitalized ........................................... (20,283) (13,599) (7,865) (7,606) (12,096)
---------- ---------- ---------- ---------- -----------
Total costs and expenses .................................. 3,972,601 4,173,831 2,577,939 2,355,299 3,094,272
---------- ---------- ---------- ---------- -----------
Income (loss) before income taxes and
cumulative effect of accounting change ...................... 505,908 465,334 178,502 (8,277) 211,650
Income tax expense ............................................. 175,005 159,773 58,795 6,117 79,244
---------- ---------- ---------- ---------- -----------
Income before cumulative effect of
accounting change ........................................... 330,903 305,561 119,707 (14,394) 132,406
Cumulative effect of accounting change ......................... -- (8,733) -- -- --
---------- ---------- ---------- ---------- -----------
Net income (loss) ......................................... $ 330,903 $ 296,828 $ 119,707 $ (14,394) $ 132,406
========== ========== ========== ========== ===========
Other Financial Data:
Net cash provided by operating activities ...................... $ 635,704 $ 747,751 $ 341,711 $ 297,467 $ 365,825
Capital expenditures ........................................... 864,440 557,897 386,605 388,799 468,031
EBITDA(2) ...................................................... 767,734 710,507 403,853 285,497 449,766
Ratio of EBITDA to interest expense ............................ 19.5x 23.7x 14.4x 15.8x 35.4x
Ratio of earnings to fixed charges(3) .......................... 11.3x 13.7x 6.5x -- 13.9x
Ratio of earnings before special items to
fixed charges(4) ............................................ 9.6x 14.3x 6.0x 4.3x 14.2x
S-8
As of December 31,
----------------------------------------------------------------
2001 2000 1999 1998 1997
---------- ---------- ------------ ------------ --------------
(in thousands)
Balance Sheet Data:
Working capital ................... $ 38,604 $ 71,710 $ 105,477 $ 56,616 $ 48,333
Net property, plant and equipment.. 2,525,807 2,184,719 1,782,741 1,662,362 1,655,838
Total assets ...................... 3,259,099 3,134,353 2,445,508 2,164,419 2,238,319
Long-term debt .................... 520,785 524,759 393,164 333,473 205,853
Total debt ........................ 569,035 562,001 393,235 341,385 214,255
Stockholders' equity .............. 1,498,163 1,259,560 1,057,172 978,233 1,079,351
_________________
(1) Includes effects on income of special items. Special items (material
nonroutine items) generally consisted of asset impairments, gains on asset
sales, settlements of income tax matters and tax rate changes,
modifications of various oil and gas contracts, inventory valuation
charges, reductions in force, settlements of environmental matters, and the
cumulative effect of an accounting change. Special items increased
(decreased) net income for 2001, 2000, 1999, 1998 and 1997 by $67,644,000,
$(7,205,000), $19,753,000, $(57,935,000), and $68,000, respectively. More
information about our special items is given in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" beginning on
page 8 in Item 7 of our annual report on Form 10-K for the year ended
December 31, 2001, which we incorporate by reference.
(2) EBITDA means earnings from continuing operations before interest expense,
income taxes, depreciation, depletion and amortization, amortization of
goodwill and impairment of properties. EBITDA is not a generally accepted
accounting principles measure and may not be comparable to similarly titled
items of other companies. You should not consider EBITDA as an alternative
to net income or any other generally accepted accounting principles measure
of performance, as an indicator of our operating performance, or as a
measure of liquidity. EBITDA does not represent funds available for
management's discretionary use because certain future cash expenditures are
not reflected in the EBITDA presentation. Some investors use this data as
an indicator of a company's ability to service debt.
(3) We have computed the ratio of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, "earnings" consist of income
from continuing operations before income taxes adjusted for (1) fixed
charges, (2) undistributed earnings of companies accounted for by the
equity method, (3) capitalized interest, and (4) amortization of
capitalized interest. "Fixed charges" consist of interest and amortization
of debt discount and expense, whether capitalized or expensed, and that
portion of rental expense determined to be representative of the interest
factor. The computation of earnings as described above was less than fixed
charges by $13,726,000 in 1998.
(4) For the ratio of earnings before special items to fixed charges, we have
excluded special items, as described in footnote (1) above, from the
computation of earnings.
S-9
Summary Historical Operating Data
We have provided in the table below our summary operating data for each of
the years in the five-year period ended December 31, 2001.
Year Ended December 31,
-------------------------------------------------------
2001 2000 1999 1998 1997
------- ------- ------- ------- -------
Exploration and Production:
Net crude oil, condensate and natural gas liquids production --
barrels a day:
United States ..................................................... 5,763 6,663 8,461 7,798 10,760
Canada--excluding synthetic oil ................................... 25,580 22,853 18,983 17,699 15,730
Canada--synthetic oil ............................................. 10,479 8,443 10,997 10,500 9,341
United Kingdom .................................................... 20,214 20,895 20,538 15,411 13,861
Ecuador ........................................................... 5,319 6,405 7,104 7,720 7,802
------- ------- ------- ------- -------
Total .......................................................... 67,355 65,259 66,083 59,128 57,494
======= ======= ======= ======= =======
Net natural gas sold--thousands of cubic feet a day:
United States ..................................................... 115,527 144,789 171,762 169,519 211,207
Canada ............................................................ 152,583 73,773 56,238 48,998 44,853
United Kingdom .................................................... 13,125 10,850 12,443 12,384 12,609
------- ------- ------- ------- -------
Total .......................................................... 281,235 229,412 240,443 230,901 268,669
======= ======= ======= ======= =======
Net hydrocarbon production--equivalent barrels(1) a day ................ 114,228 103,494 106,157 97,612 102,272
Estimated net hydrocarbon reserves--million equivalent
barrels (1, 2) ...................................................... 501.2 442.3 400.8 379.9 362.1
Reserve life--years(3) ................................................. 12.0 11.7 10.3 10.7 9.7
Refining and Marketing:
Crude capacity of refineries--barrels per stream day:
Meraux, Louisiana ................................................. 100,000 100,000 100,000 100,000 100,000
Superior, Wisconsin ............................................... 35,000 35,000 35,000 35,000 35,000
Milford Haven, Wales .............................................. 32,400 32,400 32,400 32,400 32,400
------- ------- ------- ------- -------
Total .......................................................... 167,400 167,400 167,400 167,400 167,400
======= ======= ======= ======= =======
Refinery utilization(4) ................................................ 99.9% 99.1% 85.5% 98.9% 96.5%
Total refinery inputs--crude oil and other feed stocks--barrels
a day ............................................................... 177,100 174,118 153,688 176,984 169,738
Refined products sold--barrels a day:
United States ..................................................... 174,256 149,469 126,195 137,620 134,209
United Kingdom .................................................... 31,062 29,903 32,251 36,093 28,977
Canada ............................................................ -- 143 596 439 244
------- ------- ------- ------- -------
Total .......................................................... 205,318 179,515 159,042 174,152 163,430
======= ======= ======= ======= =======
Branded retail outlets(2):
United States ..................................................... 815 712 625 552 585
United Kingdom .................................................... 411 386 384 389 396
Canada ............................................................ -- -- -- 8 6
------- ------- ------- ------- -------
Total .......................................................... 1,226 1,098 1,009 949 987
======= ======= ======= ======= =======
___________
(1) 6,000 cubic feet of natural gas equals one equivalent barrel.
(2) At December 31.
(3) Total net proved hydrocarbon reserves at December 31 divided by net
hydrocarbon production for the year.
(4) Average crude oil processed divided by total crude capacity.
S-10
Summary Reserve Data
We have provided in the table below summary data with respect to our
estimated proved reserves of oil and natural gas as of December 31, 2001 and
December 31, 2000. Unless we inform you otherwise, all information in this table
relating to oil and natural gas reserves has been based upon our estimates and
reflects our net interest after royalties.
As of December 31,
--------------------
2001 2000
-------- --------
Proved Reserves:
Estimated net proved oil reserves--millions of barrels:
Crude oil, condensate and natural gas liquids:
United States .................................................................. 88.6 45.3
Canada ......................................................................... 60.5 63.9
United Kingdom ................................................................. 44.1 51.0
Ecuador ........................................................................ 38.7 40.9
Malaysia ....................................................................... 15.0 --
-------- --------
Total ..................................................................... 246.9 201.1
Synthetic oil--Canada ............................................................ 131.0 125.0
-------- --------
Total proved oil reserves ................................................. 377.9 326.1
======== ========
Estimated net proved natural gas reserves--billions of cubic feet:
United States .................................................................. 395.7 369.0
Canada ......................................................................... 309.5 293.6
United Kingdom ................................................................. 34.9 34.8
-------- --------
Total proved natural gas reserves ......................................... 740.1 697.4
======== ========
Total estimated net proved hydrocarbon reserves--million equivalent barrels(1) ...... 501.2 442.3
======== ========
__________
(1) 6,000 cubic feet of natural gas equals one equivalent barrel.
S-11
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our ratio of earnings to fixed charges and ratio
of earnings before special items to fixed charges for each of the past five
years.
Year Ended December 31,
------------------------------------------------
2001 2000 1999 1998 1997
-------- -------- -------- -------- --------
Ratio of earnings to fixed charges ..................................... 11.3x 13.7x 6.5x -- 13.9x
Ratio of earnings before special items to fixed charges ................ 9.6x 14.3x 6.0x 4.3x 14.2x
We have computed the ratio of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, "earnings" consist of income from
continuing operations before income taxes adjusted for (1) fixed charges, (2)
undistributed earnings of companies accounted for by the equity method, (3)
capitalized interest, and (4) amortization of capitalized interest. "Fixed
charges" consist of interest and amortization of debt discount and expense,
whether capitalized or expensed, and that portion of rental expense determined
to be representative of the interest factor. The computation of earnings as
described above was less than fixed charges by $13,726,000 in 1998.
For the ratio of earnings before special items to fixed charges, we have
excluded special items from the computation of earnings. Special items (material
nonroutine items) generally consisted of asset impairments, gains on asset
sales, settlements of income tax matters and tax rate changes, modifications of
various oil and gas contracts, inventory valuation charges, reductions in force,
settlements of environmental matters, and the cumulative effect of an accounting
change. Special items increased (decreased) net income for 2001, 2000, 1999,
1998 and 1997 by $67,644,000, $(7,205,000), $19,753,000, $(57,935,000), and
$68,000, respectively. More information about our special items is given in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning on page 8 in Item 7 of our annual report on Form 10-K for
the year ended December 31, 2001, which we incorporate by reference.
USE OF PROCEEDS
We expect the net proceeds from the offering of the notes to be
approximately $ million, after deducting the discount to the underwriters and
other estimated expenses of the offering that we will pay. We intend to use
approximately $200 million of the net proceeds to repay outstanding indebtedness
under existing credit facilities due in 2002 which carried interest rates
ranging between 2.175% and 2.45% as of March 31, 2002. The remainder of the
proceeds will be used for general corporate purposes.
S-12
CAPITALIZATION
We have provided in the table below our unaudited consolidated
capitalization as of March 31, 2002, and as adjusted to give effect to the
issuance of the notes and the application of the net proceeds from that issuance
as described in "Use of Proceeds."
March 31, 2002
------------------------
Actual As Adjusted
---------- -----------
(unaudited)
(in thousands)
Cash and cash equivalents ........................................................... $ 91,129 $ 241,129
Long-term notes payable:
% Notes, due 2012 .............................................................. -- 350,000
7.05% Notes, due 2029, net of unamortized discount of $2,516 ..................... 247,484 247,484
6.23% structured loan, due 2002-2005 ............................................. 108,732 108,732
Notes payable to banks, 2.175% to 2.45%, due 2002(1) ............................. 200,000 --
Other, 6% and 8%, due 2002-2021 .................................................. 1,063 1,063
---------- ----------
Total long-term notes payable ............................................... 557,279 707,279
---------- ----------
Commercial paper, 1.855%, payable in Canadian dollars, due 2002(1) .................. 15,000 15,000
Long-term nonrecourse debt of a subsidiary:
Canadian Government guaranteed credit facility with banks--commercial paper,
2.075% to 2.275%, $22,750 payable in Canadian dollars, supported
by credit facility, due 2003-2008 .............................................. 79,616 79,616
Loan payable to Canadian Government, interest free, payable in Canadian
dollars, due 2002-2008 ......................................................... 20,962 20,962
---------- ----------
Total long-term nonrecourse debt of a subsidiary ............................ 100,578 100,578
---------- ----------
Total long-term debt ........................................................ 672,857 822,857
---------- ----------
Stockholders' equity:
Cumulative Preferred Stock, par $100, authorized 400,000 shares, none issued ..... -- --
Common Stock, par $1.00, authorized 200,000,000 shares, issued
48,775,314 shares .............................................................. 48,775 48,775
Capital in excess of par value ................................................... 543,762 543,762
Retained earnings ................................................................ 1,082,045 1,082,045
Accumulated other comprehensive loss ............................................. (88,681) (88,681)
Unamortized restricted stock awards .............................................. (1,346) (1,346)
Treasury stock, 3,051,661 shares, at cost ........................................ (79,767) (79,767)
---------- ----------
Total stockholders' equity .................................................. 1,504,788 1,504,788
---------- ----------
Total capitalization ........................................................ $2,177,645 $2,327,645
========== ==========
----------
(1) Notes payable to banks due in 2002 have been classified as long-term debt
since those borrowings are capable of being refinanced under an existing
long-term credit facility.
S-13
DESCRIPTION OF THE NOTES
We have summarized selected provisions of the notes below. This summary
supplements and replaces, where inconsistent, the description of the general
terms and provisions of debt securities under the caption "Description of Debt
Securities" in the accompanying prospectus.
General
The notes will be issued under an indenture and a supplement to the
indenture, each dated as of , 2002 and hereafter collectively referred to as
"the indenture," between Murphy Oil and SunTrust Bank, as trustee.
The notes will mature in 2012 and will bear interest at % per year.
Interest on the notes will accrue from 2002. We:
. will pay interest on the notes semiannually on and of
each year, commencing 2002;
. will pay interest on the notes to the person in whose name a note is
registered at the close of business on the or
preceding the interest payment date;
. will compute interest on the notes on the basis of a 360-day year
consisting of twelve 30-day months;
. will make payments on the notes at the offices of the trustee; and
. may make payments by wire transfer for notes held in book-entry form
or by check for notes held in certificated form mailed to the address
of the person entitled to the payment as it appears in the note
register.
We will issue the notes only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000. The notes will not
be subject to any sinking fund, and will be subject to redemption at our option.
Re-opening
We may from time to time, without the consent of the existing holders,
create and issue additional notes having the same terms and conditions as the
notes offered by this prospectus supplement in all respects, except for the
issue date, issue price and, under some circumstances, the date of the first
payment of interest on the notes. Additional notes issued in this manner will be
consolidated with and form a single series with the previously outstanding notes
of this series.
Optional Redemption
The notes will be redeemable at our option, in whole or in part, at any
time and from time to time, at a "make-whole" redemption price equal to the
greater of:
. 100% of the principal amount of the notes to be redeemed, or
. the sum of the present values of the Remaining Scheduled Payments on
the notes being redeemed (exclusive of any accrued and unpaid interest
to the redemption date), discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus basis points.
In each case, we will pay any accrued and unpaid interest to the date of
redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the notes.
"Comparable Treasury Price" means:
. the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount)
as of the third business day preceding the redemption date, as set
forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated
"Composite 3:30 p.m. Quotations for U.S. Government Securities", or
S-14
if that release (or any successor release) is not published or does not
contain such prices on that business day, (a) the average of the Reference
Treasury Dealer Quotations for the redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (b) if the trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all quotations obtained.
"Independent Investment Banker" means one of the Reference Treasury Dealers
that we appoint.
"Reference Treasury Dealer" means each of Banc of America Securities LLC
and J.P. Morgan Securities Inc. (and their respective successors) and three
other nationally recognized investment banking firms that are primary U.S.
Government securities dealers specified from time to time by us. If, however,
any of them shall cease to be a primary U.S. Government securities dealer, we
will substitute another nationally recognized investment banking firm that is
such a dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York time, on the third business day preceding the redemption date.
"Remaining Scheduled Payments" means the remaining scheduled payments of
the principal of and interest on each note to be redeemed that would be due
after the related redemption date but for such redemption. If the redemption
date is not an interest payment date with respect to the note being redeemed,
the amount of the next succeeding scheduled interest payment on the note will be
reduced by the amount of interest accrued thereon to that redemption date.
"Treasury Rate" means the rate per year equal to the semiannual equivalent
yield to maturity (computed as of the second business day immediately preceding
the redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the redemption date.
We will mail notice of a redemption not less than 30 days nor more than 60
days before the redemption date to holders of notes to be redeemed.
If we are redeeming less than all the notes, the trustee will select the
particular notes to be redeemed by lot or by another method the trustee deems
fair and appropriate. Unless we default in payment of the redemption price, on
and after the redemption date, interest will cease to accrue on the notes or
portions thereof called for redemption.
Except as described above, the notes will not be redeemable by us prior to
maturity and will not be entitled to the benefit of any sinking fund.
Ranking
The notes will be our senior unsecured obligations and will rank equally in
right of payment with all of our other senior unsecured and unsubordinated
indebtedness from time to time outstanding.
We currently conduct substantially all of our operations through our
subsidiaries, and our subsidiaries generate substantially all of our operating
income and cash flow. As a result, distributions or advances from our
subsidiaries are the principal source of the funds we use to meet our debt
service obligations. Laws or contractual provisions, as well as our
subsidiaries' financial condition and operating requirements, may limit our
ability to obtain cash from our subsidiaries that we require to pay our debt
service obligations, including payments on the
S-15
notes. The notes will be structurally subordinated to all obligations of our
subsidiaries, including trade payables. This means that holders of the notes
will have a junior position to the claims of creditors of our subsidiaries on
their assets and earnings. The notes will also be effectively subordinated to
any secured debt we may incur, to the extent of the value of the assets securing
that debt. The indenture does not limit the amount of debt our subsidiaries can
incur, although it restricts our ability to incur secured debt, subject to the
limitations described under "Description of Debt Securities--Senior Securities"
in the accompanying prospectus.
Ratings
The notes are rated A- by Standard & Poor's Rating Services and Baa1 by
Moody's Investors Service, Inc. These ratings do not constitute a recommendation
to buy, sell or hold the notes and may be subject to revision or withdrawal at
any time by the rating organizations. You should evaluate each rating
independently of any other rating of the notes or other securities of Murphy
Oil.
Notices
We will mail notices and communications to the holder's address shown on
the register of the notes.
Paying Agents and Transfer Agents
The trustee will be the paying agent and transfer agent for the notes.
The Trustee
SunTrust Bank is the trustee under the indenture. The trustee and its
affiliates also perform certain commercial banking services for us for which
they receive customary fees. SunTrust Capital Markets, Inc., an affiliate of the
trustee, is acting as an underwriter in this offering of notes.
Book-Entry Delivery and Settlement
We will issue the notes in the form of one or more permanent global notes
in definitive, fully registered, book-entry form. The global notes will be
deposited with or on behalf of The Depository Trust Company ("DTC") and
registered in the name of Cede & Co., as nominee of DTC, or will remain in the
custody of the trustee in accordance with the FAST Balance Certificate Agreement
between DTC and the trustee.
DTC has advised us as follows:
. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code
and a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934;
. DTC holds securities that its participants deposit with DTC and
facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants'
accounts, thereby eliminating the need for physical movement of
securities certificates;
. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and other organizations;
. DTC is owned by a number of its direct participants and by The New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. (hereafter referred to
as the "NASD");
. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly; and
. The rules applicable to DTC and its participants are on file with the
SEC.
We have provided the following descriptions of the operations and
procedures of DTC solely as a matter of convenience. These operations and
procedures are solely within the control of DTC and are subject to change by
them from time to time. None of Murphy Oil, the underwriters or the trustee
takes any responsibility for these operations or procedures, and you are urged
to contact DTC or its participants directly to discuss these matters.
S-16
We expect that under procedures established by DTC:
. upon deposit of the global notes with DTC or its custodian, DTC will
credit on its internal system the accounts of direct participants
designated by the underwriters with portions of the principal amounts
of the global notes; and
. ownership of the notes will be shown on, and the transfer of ownership
of the notes will be effected only through, records maintained by DTC
or its nominee, with respect to interests of direct participants, and
the records of direct and indirect participants, with respect to
interests of persons other than participants.
The laws of some jurisdictions require that purchasers of securities take
physical delivery of those securities in definitive form. Accordingly, the
ability to transfer interests in the notes represented by a global note to those
persons may be limited. In addition, because DTC can act only on behalf of its
participants, who in turn act on behalf of persons who hold interests through
participants, the ability of a person having an interest in notes represented by
a global note to pledge or transfer those interests to persons or entities that
do not participate in DTC's system, or otherwise to take actions in respect of
such interest, may be affected by the lack of a physical definitive security in
respect of such interest.
So long as DTC or its nominee is the registered owner of a global note, DTC
or that nominee will be considered the sole owner or holder of the notes
represented by that global note for all purposes under the indenture and under
the notes. Except as provided below, owners of beneficial interests in a global
note will not be entitled to have notes represented by that global note
registered in their names, will not receive or be entitled to receive physical
delivery of certificated notes and will not be considered the owners or holders
thereof under the indenture or under the notes for any purpose, including with
respect to the giving of any direction, instruction or approval to the trustee.
Accordingly, each holder owning a beneficial interest in a global note must rely
on the procedures of DTC and, if that holder is not a direct or indirect
participant, on the procedures of the participant through which that holder owns
its interest, to exercise any rights of a holder of notes under the indenture or
the global note.
Neither we nor the trustee will have any responsibility or liability for
any aspect of the records relating to or payments made on account of notes by
DTC, or for maintaining, supervising or reviewing any records of DTC relating to
the notes.
Payments on the notes represented by the global notes will be made to DTC
or its nominee, as the case may be, as the registered owner of the notes. We
expect that DTC or its nominee, upon receipt of any payment on the notes
represented by a global note, will credit participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the global
note as shown in the records of DTC or its nominee. We also expect that payments
by participants to owners of beneficial interests in the global note held
through such participants will be governed by standing instructions and
customary practice as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. The
participants will be responsible for those payments.
Payments on the notes represented by the global notes will be made in
immediately available funds. Transfers between participants in DTC will be
effected in accordance with DTC rules and will be settled in immediately
available funds.
Certificated Notes
We will issue certificated notes to each person that DTC identifies as the
beneficial owner of the notes represented by the global notes upon surrender by
DTC of the global notes if:
. DTC notifies us that it is no longer willing or able to act as a
depositary for the global notes, and we have not appointed a successor
depositary within 90 days of that notice;
S-17
. an event of default has occurred and is continuing, and DTC requests
the issuance of certificated notes; or
. we determine not to have the notes represented by a global note.
Neither we nor the trustee will be liable for any delay by DTC, its nominee
or any direct or indirect participant in identifying the beneficial owners of
the related notes. We and the trustee may conclusively rely on, and will be
protected in relying on, instructions from DTC or its nominee for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the notes to be issued.
S-18
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated the date of this prospectus supplement, the underwriters named below, for
whom Banc of America Securities LLC and J.P. Morgan Securities Inc. are acting
as joint book-running managers, have severally agreed to purchase, and Murphy
Oil has agreed to sell to such underwriters, the principal amount of notes set
forth opposite the names of such underwriters.
Principal
Amount of
Underwriter Notes
----------- ------------
Banc of America Securities LLC ................................. $
J.P. Morgan Securities Inc. ....................................
BNP Paribas Securities Corp. ...................................
Fleet Securities, Inc. .........................................
Goldman, Sachs & Co. ...........................................
SunTrust Capital Markets, Inc. .................................
Mizuho International plc........................................
Morgan Keegan & Company, Inc. ..................................
Tokyo-Mitsubishi International plc..............................
------------
Total........................................................ $350,000,000
============
The underwriting agreement provides that the obligations of the several
underwriters to purchase the notes included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the notes if they purchase any of
the notes.
The underwriters propose to offer some of the notes directly to the public
at the public offering price set forth on the cover page of this prospectus
supplement and some of the notes to certain dealers at the public offering price
less a concession not in excess of % of the principal amount of the notes. The
underwriters may allow, and such dealers may reallow, a concession not in excess
of % of the principal amount of the notes on sales to certain other dealers.
After the initial offering of the notes to the public, the public offering price
and such concessions may be changed.
The following table shows the underwriting discounts and commissions to be
paid to the underwriters by Murphy Oil in connection with this offering
(expressed as a percentage of the principal amount of the notes).
Paid by
Murphy Oil
----------
Per note........................................................ %
The notes are a new issue of securities with no established trading market.
We do not currently intend to apply for the listing of the notes on any
securities exchange or for quotation of the notes in any dealer quotation
system. We have been advised by the underwriters that one or more of them
intends to make a market in the notes, but the underwriters are not obligated to
do so and may discontinue any market-making activities at any time without
notice. We can give no assurance as to the liquidity of the trading market for
the notes.
We estimate that our total expenses of the offering, excluding underwriting
discounts, will be approximately $ .
In connection with the offering, Banc of America Securities LLC and J.P.
Morgan Securities Inc., on behalf of the underwriters, may purchase and sell
notes in the open market. These transactions may include over-allotment,
syndicate covering transactions and stabilizing transactions. Over-allotment
involves syndicate sales of notes in excess of the principal amount of notes to
be purchased by the underwriters in the offering, which creates a syndicate
short position. Syndicate covering transactions involve purchases of the notes
in the open
S-19
market after the distribution has been completed in order to cover syndicate
short positions. Stabilizing transactions consist of certain bids or purchases
of notes made for the purpose of preventing or retarding a decline in the market
price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when Banc
of America Securities LLC or J.P. Morgan Securities Inc., in covering syndicate
short positions or making stabilizing purchases, repurchase notes originally
sold by that syndicate member.
Any of these activities may cause the price of the notes to be higher than
the price that otherwise would exist in the open market in the absence of such
transactions. These transactions may be effected in the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.
Certain of the underwriters may make securities available for distribution
on the Internet through a proprietary Web site and/or a third-party system
operated by Market Axess Inc., an Internet-based communications technology
provider. Market Axess Inc. is providing the system as a conduit for
communications between such underwriters and their respective customers and is
not a party to any transactions. Market Axess Inc., a registered broker-dealer,
will receive compensation from such underwriters based on transactions such
underwriters conduct through the system. Such underwriters may make securities
available to their respective customers though the Internet distributions,
whether made through a proprietary or third-party system, on the same terms as
distributions made through other channels.
We have agreed to indemnify the underwriters against certain liabilities,
including certain liabilities under the Securities Act of 1933, or to contribute
to payments the underwriters may be required to make in respect of any of those
liabilities.
In the ordinary course of their respective businesses, certain of the
underwriters and the trustee and some of their respective affiliates have
performed and may in the future perform various financial advisory, commercial
banking and investment banking services for us from time to time, for which they
have received or will receive customary fees. Affiliates of some of the
underwriters, including the joint book-running managers, Banc of America
Securities LLC and J.P. Morgan Securities Inc., and the trustee are lenders
under our bank credit agreements. As described under "Use of Proceeds," a
portion of the net proceeds from this offering will be used to repay borrowings
under our credit facilities. Because more than 10% of the net proceeds of this
offering will be paid to members or affiliates of members of the NASD
participating in this offering, the offering will be conducted in accordance
with Rule 2710(c)(8) of the Conduct Rules of the NASD. Pursuant to that rule, a
"qualified independent underwriter" is not required in connection with this
offering because the notes are rated Baa or better by Moody's Investors Service
or BBB or better by Standard & Poor's Rating Services.
LEGAL MATTERS
Steven A. Cosse, our General Counsel, and Davis Polk & Wardwell, New York,
New York, our outside counsel, will issue opinions about certain legal matters
in connection with the offering of the notes for us. Cravath, Swaine & Moore,
New York, New York, will issue an opinion about certain legal matters in
connection with the offering for the underwriters.
EXPERTS
The consolidated financial statements of Murphy Oil Corporation and
Consolidated Subsidiaries as of December 31, 2001 and 2000, and for each of the
years in the three-year period ended December 31, 2001, have been incorporated
by reference herein in reliance upon the report of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The audit report covering the December 31, 2001 financial statements refers
to a change in its method of accounting for derivative instruments and hedging
activities.
S-20
Prospectus
[LOGO]
MURPHY
OIL CORPORATION
$1,000,000,000
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS
_________________________
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We will not use this prospectus to confirm sales of any securities unless
it is attached to a prospectus supplement.
Our common stock is listed on the New York Stock Exchange and the Toronto
Stock Exchange under the symbol "MUR." Unless we state otherwise in a prospectus
supplement, we will not list any of the other securities on any securities
exchange.
_________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_________________________
This prospectus is dated September 13, 1999
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $1,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information
About Murphy Oil".
MURPHY OIL CORPORATION
We are an integrated oil company with worldwide oil and gas exploration and
production operations, refining and marketing operations in the United States
and the United Kingdom, and pipeline and crude oil trading operations in Canada.
During 1998, our principal exploration and production activities were
conducted in the United States, Canada, the United Kingdom and Ecuador. Our core
operating areas include the Gulf of Mexico, the Jeanne d'Arc basin off the east
coast of Canada, western Canada and the United Kingdom.
Our estimated net proved hydrocarbon reserves at the end of 1998 were 380
million barrels of oil equivalent and our 1998 worldwide production was 97,612
barrels of oil equivalent per day.
We own refineries located in Meraux, Louisiana and Superior, Wisconsin and
have an effective 30% interest in a refinery located in Milford Haven, Wales. We
have built an integrated presence in each of our refinery markets by providing
products to 59 terminals serving approximately 550 retail and wholesale stations
and numerous unbranded customers in the United States and 10 terminals supplying
almost 400 retail and wholesale stations in the United Kingdom.
Our principal executive offices are located at 200 Peach Street, P.O. Box
7000, El Dorado, Arkansas 71731-7000, telephone number (870) 862-6411. Our
capital stock is listed on the New York Stock Exchange and on the Toronto Stock
Exchange under the symbol "MUR". Unless otherwise indicated or the context
otherwise requires, we refer to Murphy Oil Corporation and its wholly owned
subsidiaries as "we", "our" or "Murphy Oil" in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION ABOUT MURPHY OIL
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus.
Information filed after the date of this prospectus with the SEC will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14,
or 14(d) of the Securities Exchange Act of 1934 until our offering is completed:
(a) Annual Report on Form 10-K for the year ended December 31, 1998;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and
1
(c) The description of our preferred stock and common stock set forth
in our restated certificate of incorporation filed as Exhibit 3.1 to our
Annual Report on Form 10-K for the year ended December 31, 1996.
(d) The description of our Series A Participating Cumulative Preferred
Stock Purchase Rights filed as Item 1 to Amendment No. 2 to our
Registration Statement on Form 8-A/A filed on April 19, 1999.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Corporate Secretary
Murphy Oil Corporation
P.O. Box 7000
EL Dorado, Arkansas 71731-7000
(870) 862-6411
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our ratio of earnings to fixed charges and ratio
of earnings before special items to fixed charges:
Three Months
Ended
March 31, Year Ended December 31,
------------- ----------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges -- 5.8x 0.4x 13.9x 14.3x -- 8.9x
Ratio of earnings before special items to fixed charges -- 5.8x 4.3x 14.2x 12.3x 3.3x 7.5x
The ratio of earnings to fixed charges is computed by dividing earnings by
fixed charges. For this purpose "earnings" consist of income from continuing
operations before income taxes adjusted for (a) fixed charges, (b) undistributed
earnings of companies accounted for by the equity method, (c) capitalized
interest, and (d) amortization of capitalized interest. "Fixed charges" consist
of interest and amortization of debt discount and expense, whether capitalized
or expensed, and that portion of rental expense determined to be representative
of the interest factor. The computation of earnings as described in this
paragraph was less than fixed charges by $11,703,000, $13,726,000 and
$141,519,000 for the three months ended March 31, 1999 and years ended December
31, 1998 and 1995, respectively.
For the ratio of earnings before special items to fixed charges, special
items before income taxes are excluded from the computation of earnings. Special
items (material nonrecurring items) generally consisted of asset impairments,
gains on asset sales, refunds and settlements of income tax matters,
modifications of various oil and gas contracts, inventory write-downs,
restructuring charges, and settlement of legal matters. Special items increased
(reduced) net income for the three months ended March 31, 1999 and 1998 and the
years ended December 31, 1998, 1997, 1996, 1995 and 1994 by $(953,000), $0,
$(57,935,000), $68,000, $22,124,000, $(152,066,000), and $20,236,000,
respectively. More information about special items is given in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
beginning on page 8 of our quarterly report on Form 10-Q for the quarter ended
March 31, 1999 and on page 8 in Item 7 of our annual report on Form 10-K for the
year ended December 31, 1998. The computation of earnings before special items
as described in this paragraph was less than fixed charges by $10,190,000 for
the three months ended March 31, 1999.
Since we did not have any preferred stock outstanding in any of the above
periods, our ratio of earnings to fixed charges and preferred stock dividends is
the same as our ratio of earnings to fixed charges.
2
USE OF PROCEEDS
We will use the net proceeds we receive from the sale of the securities
offered by this prospectus and any accompanying prospectus supplement for
general corporate purposes, unless we specify otherwise in the applicable
prospectus supplement. General corporate purposes may include additions to
working capital, capital expenditures, repayment of debt or the financing of
possible acquisitions.
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
80,000,000 shares of common stock. As of March 31, 1999, we had issued
48,775,314 shares of common stock, including 3,816,548 shares of common stock in
treasury. In addition, at March 31, 1999 options to purchase 1,371,839 shares of
common stock were outstanding under our various stock and compensation incentive
plans. The outstanding shares of our common stock are fully paid and
nonassessable. The holders of our common stock are not entitled to preemptive or
redemption rights. Shares of common stock are not convertible into shares of any
other class of capital stock. Harris Trust and Savings Bank is the transfer
agent and registrar for our common stock.
Dividends
The holders of our common stock are entitled to receive dividends when, as
and if declared by the board of directors of Murphy Oil, out of funds legally
available for their payment subject to the rights of holders of any outstanding
preferred stock.
Voting Rights
The holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders.
Rights upon Liquidation
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of our common stock will be entitled to share equally in
any of our assets available for distribution after the payment in full of all
debts and distributions and after the holders of all series of outstanding
preferred stock have received their liquidation preferences in full.
DESCRIPTION OF PREFERRED STOCK
Our restated certificate of incorporation authorizes the board of directors
of Murphy Oil, without further stockholder action, to provide for the issuance
of up to 400,000 shares of preferred stock, in one or more series, and to fix
the designations, terms, and relative rights and preferences, including the
dividend rate, voting rights, conversion rights, redemption and sinking fund
provisions and liquidation values of each of these series. We may further amend
from time to time our certificate of incorporation to increase the number of
authorized shares of preferred stock. An amendment would require the approval of
the holders of a majority of the outstanding shares of our preferred stock. As
of the date of this prospectus, we have not issued any preferred stock.
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The particular terms of any series of preferred stock that we offer with
this prospectus will be described in the prospectus supplement relating to that
series of preferred stock. Those terms may include:
-- the number of shares of preferred stock offered;
-- the title and liquidation preference per share of the preferred stock;
-- the purchase price of the preferred stock;
-- the dividend rate (or method of calculation), the dates on which
dividends will be paid and the date from which dividends will begin to
accumulate;
-- any purchase, retirement, redemption or sinking fund provisions of the
preferred stock;
-- any conversion or exchange provisions of the preferred stock;
-- any limitations or restrictions on any class of stock ranking on
parity with or junior to the preferred stock;
-- any conditions or restrictions on the creation of debt or the issue of
additional stock ranking on parity with or junior to the preferred
stock;
-- the voting rights, if any, of the preferred stock; and
-- any additional dividend, liquidation, redemption, sinking fund and
other rights, preferences, privileges, limitations and restrictions of
the preferred stock.
If the terms of any series of preferred stock being offered differ from the
terms set forth in this prospectus, we will disclose those terms in the
prospectus supplement relating to that series of preferred stock. You should
also refer to the certificate of designation establishing a particular series of
preferred stock that will be filed with the Secretary of State of the State of
Delaware and the SEC in connection with any offering of preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable.
Dividend Rights
The preferred stock will be preferred over our common stock as to payment
of dividends. Before we declare and set apart for payment or pay any dividends
or distributions (other than dividends or distributions payable in common stock)
on our common stock, the holders of shares of each series of preferred stock
will be entitled to receive dividends when, as and if declared by our board of
directors. We will pay those dividends either in cash, shares of common stock or
preferred stock or otherwise, at the rate and on the date or dates set forth in
the prospectus supplement. With respect to each series of preferred stock, the
dividends on each share of the series will be cumulative from the date of issue
of the share unless some other date is set forth in the prospectus supplement
relating to the series. Accruals of dividends will not bear interest.
Rights upon Liquidation
The preferred stock will be preferred over the common stock as to asset
distributions so that the holders of each series of preferred stock will be
entitled to be paid, upon our voluntary or involuntary liquidation, dissolution
or winding up and before any distribution is made to the holders of common
stock, the liquidation preference per share plus the amount of accumulated
dividends and, in the event of a voluntary liquidation, any premium, as set
forth in the applicable prospectus supplement. However, in this case the holders
of preferred stock will not be entitled to any other or further payment. If upon
any liquidation, dissolution or winding up our net assets are insufficient to
permit the payment in full of the respective amounts to which the holders of all
outstanding preferred stock are entitled, our entire remaining net assets will
be distributed among the holders of each series of preferred stock in amounts
proportional to the full amounts to which the holders of each series are
entitled.
4
Redemption
All shares of any series of preferred stock will be redeemable to the
extent set forth in the prospectus supplement relating to the series. All shares
of any series of preferred stock will be convertible into shares of common stock
or into shares of any other series of preferred stock to the extent set forth in
the applicable prospectus supplement.
Preferred Stock Purchase Rights
On December 6, 1989, we entered into a rights agreement with the Harris
Trust Company of New York, as rights agent, providing for a dividend of one
preferred stock purchase right for each outstanding share of our common stock,
and have subsequently amended this rights agreement on April 6, 1998 and April
15, 1999. We issued the dividend to stockholders of record on December 20, 1989,
and shares of common stock issued since that date are issued with rights. The
rights trade automatically with shares of common stock and become exercisable
only under the circumstances described below. The rights are designed to protect
the interests of Murphy Oil and our stockholders against coercive takeover
tactics. The purpose of the rights is to encourage potential acquirers to
negotiate with the board of directors of Murphy Oil prior to attempting a
takeover and to provide the board with leverage in negotiating on behalf of all
stockholders the terms of any proposed takeover. The rights may have
anti-takeover effects. The rights should not, however, interfere with any merger
or other business combination approved by the board of directors of Murphy Oil.
Until a right is exercised, the right will not entitle the holder to
additional rights as a Murphy Oil stockholder, including, without limitation,
the right to vote or to receive dividends. Upon becoming exercisable, each right
will entitle its holder to purchase from us one one-thousandth of a share of
Series A Participating Cumulative Preferred Stock at an exercise or purchase
price of $200.00 per right, subject to adjustment. Each one one-thousandth of a
share of Series A Participating Cumulative Preferred Stock entitles the holder
to the same dividend and voting rights as one share of our common stock.
In general, the rights will not be exercisable until the earlier of (a) the
close of business on the 10th day after we learn that a person or group has
acquired beneficial ownership of 15% or more of our outstanding common stock,
unless provisions addressing accidental triggering of the rights or acquisitions
by specified exempt persons apply, and (b) the close of business on the 10th
day, or such other day as designated in advance by the board of directors of
Murphy Oil, after the commencement of a tender or exchange offer for 15% or more
of our outstanding common stock. Below we refer to the person or group acquiring
at least 15% of our common stock as an "acquiring person." In the event that
someone becomes an acquiring person and the rights become exercisable, each
right will entitle its holder to purchase, for the exercise price, the number of
common shares of Murphy Oil having, at the time of the transaction, a market
value of twice the exercise price. In the event that someone becomes an
acquiring person, the rights become exercisable and either (a) we are involved
in a merger or other business combination in which we are not the surviving
corporation or our common stock is converted into other securities or assets or
(b) 50% or more of our consolidated assets or earning power are sold, each right
will entitle its holder to purchase, for the exercise price, the number of
common shares of the other party to such merger, business combination or sale
having, at the time of the transaction, a market value of twice the exercise
price of the right.
Any rights that are at any time beneficially owned by an acquiring person,
or any associate or affiliate of the acquiring person, will be null and void and
nontransferable, and any holder of such right, including any purported
transferee or subsequent holder, will be unable to exercise or transfer the
right.
The rights will expire at the close of business on April 6, 2008, unless
redeemed before that time. At any time prior to the earlier of (a) the date that
a person or group has become an acquiring person and (b) the expiration date,
the board of directors of Murphy Oil may redeem the rights in whole, but not in
part, at a price of $.01 per right. For so long as the rights are redeemable,
the rights agreement may be amended in any respect without the approval of the
rights holders.
5
You should refer to the applicable provisions of the rights agreement,
which is incorporated by reference to Exhibits 1 and 2 to Form 8-A, dated
December 12, 1989, File No. 1-8590, and of amendments 1 and 2 incorporated by
reference to Exhibit 3 to Form 8-A/A, dated April 14, 1998, and Exhibit 4 to
Form 8-A/A, dated April 19, 1999, respectively.
Other Provisions of Murphy Oil's Restated Certificate of Incorporation
In the event of a proposed merger or tender offer, proxy contest or other
attempt to gain control of Murphy Oil which is not approved by the board of
directors of Murphy Oil, the board of directors of Murphy Oil may authorize the
issuance of one or more series of preferred stock, in addition to the Series A
Participating Cumulative Preferred Stock discussed above under "Preferred Stock
Purchase Rights," with voting rights or other rights and preferences which could
impede the success of the proposed merger, tender offer, proxy contest or other
attempt to gain control of Murphy Oil. While the ability of the board of
directors of Murphy Oil to do this may be limited by applicable law, our
restated certificate of incorporation and the applicable rules of the stock
exchanges upon which our common stock is listed, the consent of the holders of
common stock would not be required for any issuance of preferred stock in such a
situation.
DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock. If we exercise this option, we will
issue to the public receipts for depositary shares, and each of these depositary
shares will represent a fraction, as set forth in the applicable prospectus
supplement, of a share of a particular series of preferred stock.
The shares of any series of preferred stock underlying the depositary
shares will be deposited under a deposit agreement between us and a bank or
trust company selected by us. The depositary will have its principal office in
the United States and a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a depositary
share will be entitled, in proportion to the applicable fraction of a share of
preferred stock underlying that depositary share, to all the rights and
preferences of the preferred stock underlying that depositary share. Those
rights include dividend, voting, redemption and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock underlying the
depositary shares, in accordance with the terms of the offering. Copies of the
deposit agreement and depositary receipt will be filed with the SEC in
connection with the offering of specific depositary shares.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to the record holders
of depositary shares relating to the preferred stock in proportion to the number
of depositary shares owned by those holders.
If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
Redemption of Depositary Shares
If a series of preferred stock represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of that
series of preferred stock held by the depositary. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to that series of the preferred stock.
6
Whenever we redeem shares of preferred stock that are held by the
depositary, the depositary will redeem, as of the same redemption date, the
number of depositary shares representing the shares of preferred stock so
redeemed. If fewer than all the depositary shares are to be redeemed, the
depositary will select the depositary shares to be redeemed by lot or pro rata,
as the depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice to the record holders of the depositary shares underlying the
preferred stock. Each record holder of the depositary shares on the record date
(which will be the same date as the record date for the preferred stock) will be
entitled to instruct the depositary as to the exercise of the voting rights
pertaining to the amount of the preferred stock represented by the holder's
depositary shares. The depositary will then try, as far as practicable, to vote
the number of shares of preferred stock underlying those depositary shares in
accordance with these instructions, and we agree to take all actions deemed
necessary by the depositary to enable the depositary to do so. The depositary
will not vote the shares of preferred stock to the extent it does not receive
specific instructions from the holders of depositary shares underlying the
preferred stock.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless the holders of at least a majority of the depositary shares
then outstanding approve the amendment. We or the depositary may terminate the
deposit agreement only if (a) all outstanding depositary shares have been
redeemed or (b) there has been a final distribution of the underlying
preferred stock in connection with our liquidation, dissolution or winding
up and the preferred stock has been distributed to the holders of depositary
receipts.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and any redemption of the preferred stock. Holders of depositary
receipts will pay other transfer and other taxes and governmental charges and
those other charges, including a fee for the withdrawal of shares of preferred
stock upon surrender of depositary receipts, as are expressly provided in the
deposit agreement to be for their accounts.
Miscellaneous
The depositary will forward to holders of depositary receipts all reports
and communications from us that we deliver to the depositary and that we are
required to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither we nor they will be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons believed to be competent and on
documents believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us of its
election to resign. We may remove the depositary at any time. Any resignation or
removal will take effect upon the appointment of a successor depositary and its
acceptance of the appointment. We must appoint the successor depositary within
60 days after delivery of the notice of resignation or removal and it must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
7
DESCRIPTION OF DEBT SECURITIES
The following description sets forth the general terms and provisions that
could apply to the debt securities. The debt securities will be either senior
securities or subordinated securities of Murphy Oil. Each prospectus supplement
will state the particular terms that actually will apply to the debt securities
included in the supplement.
In addition to the following summary, you should refer to the applicable
provisions of the following documents for more detailed information:
-- the senior indenture, a form of which has been filed as an exhibit to
the registration statement of which this prospectus is a part, and
-- the subordinated indenture, a form of which has been filed as an
exhibit to the registration statement of which this prospectus is a
part.
Neither indenture limits the aggregate principal amount of debt securities
that we may issue under that indenture. We may authorize the issuance of the
debt securities in one or more series at various times. All debt securities will
be unsecured. The senior securities will have the same rank as all of our other
unsecured and unsubordinated debt. The subordinated securities will be
subordinated to senior indebtedness as described under "Subordinated Securities"
in this prospectus. The prospectus supplement relating to the particular series
of debt securities being offered will specify the amounts, prices and terms of
those debt securities. These terms may include:
-- whether the debt securities are senior securities or subordinated
securities;
-- the title and the limit on the aggregate principal amount of the debt
securities;
-- the maturity date or dates;
-- the interest rate (which may be fixed or variable), or the method of
determining any interest rates, at which the debt securities may bear
interest;
-- the dates from which interest shall accrue and the dates on which
interest will be payable;
-- the currencies in which the debt securities are denominated and
principal and interest may be payable;
-- any redemption or sinking fund terms;
-- any event of default or covenant with respect to the debt securities
of a particular series, if not set forth in this prospectus;
-- whether the debt securities are to be issued, in whole or in part, in
the form of one or more global securities and the depositary for the
global securities;
-- whether the debt securities would be convertible into our common
stock; and
-- any other terms of the series, which will not conflict with the terms
of the applicable indenture.
We may issue debt securities of any series at various times and we may
reopen any series for further issuances from time to time without notice to
existing holders.
8
We will issue the debt securities in fully registered form without
coupons. Unless we specify otherwise in the applicable prospectus supplement, we
will issue debt securities denominated in U.S. dollars in denominations of
$1,000 or multiples of $1,000.
We will describe special Federal income tax and other considerations
relating to debt securities denominated in foreign currencies and "original
issue discount" debt securities (debt securities issued at a substantial
discount below their principal amount because they pay no interest or pay
interest that is below market rates at the time of issuance) in the applicable
prospectus supplement.
Unless we specify otherwise in the applicable prospectus supplement, the
covenants contained in the indentures and the debt securities will not provide
special protection to holders of debt securities if we enter into a highly
leveraged transaction, recapitalization or restructuring.
Exchange, Registration and Transfer
You may exchange debt securities of any series that are not global
securities for other debt securities of the same series and of like aggregate
principal amount and tenor in different authorized denominations. In addition,
you may present debt securities for registration of transfer, together with a
duly executed form of transfer, at the office of the security registrar or at
the office of any transfer agent designated by us for that purpose with respect
to any series of debt securities and referred to in the applicable prospectus
supplement. No service charge is required for any transfer or exchange of debt
securities but we may require payment of any taxes and other governmental
charges. The security registrar or the transfer agent will effect the transfer
or exchange upon being satisfied with the documents of title and identity of the
person making the request. We have appointed the applicable trustee as security
registrar for the applicable indenture. We may at any time designate additional
transfer agents with respect to any series of debt securities.
In the event of any redemption in part, we will not be required to:
-- issue, register the transfer of or exchange debt securities of any
series during a period beginning at the opening of business 30 days
before the mailing of notice of redemption of debt securities of that
series to be redeemed and ending at the close of business on the
mailing date;
-- register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any
registered security being redeemed in part.
For a discussion of restriction on the exchange, registration and transfer
of global securities, see "Global Securities."
Payment and Paying Agents
Unless we specify otherwise in the applicable prospectus supplement,
payment of principal, any premium and any interest on debt securities will be
made at the offices of the paying agents that we designate at various times.
However, at our option, we may make interest payments by check mailed to
the address, as it appears in the security register, of the person entitled to
the payments. Unless we specify otherwise in the applicable prospectus
supplement, we will make payment of any installment of interest on debt
securities to the person in whose name that registered security is registered at
the close of business on the regular record date for such interest.
We will specify in the applicable prospectus supplement, the agency which
will be designated as our paying agent for payments with respect to debt
securities.
9
Global Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global certificates that we will deposit with a depositary
identified in the applicable prospectus supplement. Unless and until it is
exchanged in whole or in part for the individual debt securities it represents,
a global security may not be transferred except as a whole:
-- by the applicable depositary to a nominee of the depositary,
-- by any nominee to the depositary itself or another nominee, or
-- by the depositary or any nominee to a successor depositary or any
nominee of the successor.
We will describe the specific terms of the depositary arrangement with
respect to a series of debt securities in the applicable prospectus supplement.
We anticipate that the following provisions will generally apply to
depositary arrangements.
When we issue a global security in registered form, the depositary for the
global security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual debt
securities represented by that global security to the accounts of persons that
have accounts with the depositary ("participants").
Those accounts will be designated by the dealers, underwriters or agents
with respect to the underlying debt securities or by us if those debt securities
are offered and sold directly by us. Ownership of beneficial interests in a
global security will be limited to participants or persons that may hold
interests through participants. For interests of participants, ownership of
beneficial interests in the global security will be shown on records maintained
by the applicable depositary or its nominee. For interests of persons other than
participants, that ownership information will be shown on the records of
participants. Transfer of that ownership will be effected only through those
records. The laws of some states require that certain purchasers of securities
take physical delivery of securities in definitive form. These limits and laws
may impair the ability to transfer beneficial interests in a global security.
As long as the depositary for a global security, or its nominee, is the
registered owner of that global security, the depositary or nominee will be
considered the sole owner or holder of the debt securities represented by the
global security for all purposes under the applicable indenture. Except as
provided below, owners of beneficial interests in a global security:
-- will not be entitled to have any of the underlying debt securities
registered in their names,
-- will not receive or be entitled to receive physical delivery of any
of the underlying debt securities in definitive form, and
-- will not be considered the owners or holders under the indenture
relating to those debt securities.
Payments of principal of, any premium on and any interest on individual
debt securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee as the
registered owner of the global security representing such debt securities.
Neither we, the trustee for the debt securities, any paying agent nor the
registrar for the debt securities will be responsible for any aspect of the
records relating to or payments made by the depositary or any participants on
account of beneficial interests in the global security.
We expect that the depositary or its nominee, upon receipt of any payment
of principal, any premium or interest relating to a global security representing
any series of debt securities, immediately will credit participants' accounts
with the payments. Those payments will be credited in amounts proportional to
the
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respective beneficial interests of the participants in the principal amount
of the global security as shown on the records of the depositary or its nominee.
We also expect that payments by participants to owners of beneficial
interests in the global security held through those participants will be
governed by standing instructions and customary practices. This is now the case
with securities held for the accounts of customers registered in "street name."
Those payments will be the sole responsibility of those participants.
If the depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary and we do not appoint a successor
depositary within 90 days, we will issue individual debt securities of that
series in exchange for the global security or securities representing that
series. In addition, we may at any time in our sole discretion determine not to
have any debt securities of a series represented by one or more global
securities. In that event, we will issue individual debt securities of that
series in exchange for the global security or securities. Further, if we
specify, an owner of a beneficial interest in a global security may, on terms
acceptable to us, the trustee and the applicable depositary, receive individual
debt securities of that series in exchange for those beneficial interests. The
foregoing is subject to any limitations described in the applicable prospectus
supplement. In any such instance, the owner of the beneficial interest will be
entitled to physical delivery of individual debt securities equal in principal
amount to the beneficial interest and to have the debt securities registered in
its name. Those individual debt securities will be issued in any authorized
denominations.
Modification of the Indentures
Under each indenture our rights and obligations and the rights of the
holders may be modified with our consent and the consents of the trustee under
that indenture and the holders of at least a majority in principal amount of the
then outstanding debt securities of each series affected by the modification.
However, the consent of each affected holder is needed to:
-- extend the maturity, reduce the interest rate or extend the payment
schedule of any of the debt securities;
-- reduce the principal amount or any amount payable on redemption of
any debt security;
-- reduce the amount of principal of an original issue discounts
security payable upon acceleration of maturity or in bankruptcy;
-- change the conversion provisions of either indenture in a manner
adverse to the holders;
-- change the subordination provisions of the subordinated indenture in
a manner adverse to the holders of subordinated debt;
-- reduce the percentage required for modifications or waivers of
compliance with the indentures; or
-- impair the right of repayment at the holder's option or the right of
a holder to institute suit for repayment on or with respect to any
debt security.
In addition, the subordinated provisions of the subordinated indenture
cannot be modified to the detriment of any of our senior indebtedness without
the consent of the holders of the senior indebtedness.
Any actions we or the trustee may take toward adding to our covenants,
adding events of default or establishing the structure or terms of the debt
securities as permitted by the indentures will not require the approval of any
holder of debt securities. In addition, we or the trustee may cure ambiguities
or inconsistencies in the indentures or make other provisions without the
approval of any holder as long as no holder's interests are materially and
adversely affected.
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Events of Default, Notice and Waiver
"Event of Default", when used in an indenture, will mean any of the
following in relation to a series of debt securities:
-- failure to pay interest on any debt security for 30 days after the
interest becomes due;
-- failure to pay the principal on any debt security when due;
-- failure to deposit any sinking fund payment after such payment
becomes due;
-- failure to perform or breach of any other covenant or warranty in the
indenture or any debt security that continues for 90 days after our
being given notice from the trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of the
affected series;
-- default in the payment when due of (a) other indebtedness in an
aggregate principal amount in excess of $25,000,000 and such default
is not cured within 30 days after written notice to us and the
trustee by the holders of at least 25% in principal amount of the
outstanding debt securities of the series and (b) interest,
principal, premium or a sinking fund or redemption payment under any
such other maturity, which acceleration is not stayed, rescinded or
annulled within 10 days after written notice to us and the trustee by
the holders of at least 25% in principal amount of the outstanding
debt securities of the series;
-- a creditor commences involuntary bankruptcy, insolvency or similar
proceedings against us and we are unable to obtain a stay or
dismissal of that proceeding within 60 days;
-- we voluntarily seek relief under bankruptcy, insolvency or similar
laws or we consent to a court entering an order for relief against us
under those laws; or
-- any other event of default provided for debt securities of that
series.
If any event of default relating to outstanding debt securities of any
series occurs and is continuing, either the trustee or the holders of at least
25% in principal amount of the outstanding debt securities of that series may
declare the principal and accrued interest of all of the outstanding debt
securities of such series to be due and immediately payable.
The indentures provide that the holders of at least a majority in principal
amount of the outstanding debt securities of any series may direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee, or of exercising any trust or power conferred on the trustee, with
respect to the debt securities of that series. The trustee may act in any way
that is consistent with those directions and may decline to act if any of the
directions is contrary to law or to the indentures or would involve the trustee
in personal liability.
The indentures provide that the holders of at least a majority in principal
amount of the outstanding debt securities of any series may on behalf of the
holders of all of the outstanding debt securities of the series waive any past
default (and its consequences) under the indentures relating to the series,
except a default (a) in the payment of the principal of, interest on or sinking
fund installment of any of the debt securities of the series, (b) with respect
to voluntary or involuntary bankruptcy, insolvency or similar proceedings, or
(c) with respect to a covenant or provision of such indentures which, under the
terms of such indentures, cannot be modified or amended without the consent of
the holders of all of the outstanding debt securities of the series affected. In
the case of clause (b) above, the holders of at least a majority of all
outstanding debt securities (voting as one class) may on behalf of all holders
waive a default.
The indentures contain provisions entitling the trustee, subject to the
duty of the trustee during an event of default to act with the required standard
of care, to be indemnified by the holders of the debt securities of the relevant
series before proceeding to exercise any right or power under the indentures at
the request of those holders.
12
The indentures require the trustee to, within 90 days after the occurrence
of a default known to it with respect to any series of outstanding debt
securities, give the holders of that series notice of the default if uncured and
unwaived. However, the trustee may withhold this notice if it in good faith
determines that the withholding of this notice is in the interest of those
holders. However, the trustee may not withhold this notice in the case of a
default in payment of principal of, interest on or sinking fund installment with
respect to any debt securities of the series. The term "default" for the purpose
of this provision means any event that is, or after notice or lapse of time, or
both, would become, an event of default with respect to the debt securities of
that series.
Each indenture requires us to file annually with the trustee a certificate,
executed by our officers, indicating whether any of the officers has knowledge
of any default under the indenture.
Replacement of Securities
We will replace any mutilated debt security at the expense of the holder,
if we so choose, upon surrender of the mutilated debt security to the
appropriate trustee. We will replace debt securities that are destroyed, stolen
or lost at the expense of the holder upon delivery to the appropriate trustee of
evidence of the destruction, loss or theft of the debt securities satisfactory
to us and to the trustee. In the case of a destroyed, lost or stolen debt
security, an indemnity satisfactory to the appropriate trustee and us may be
required at the expense of the holder of the debt security before a replacement
debt security will be issued.
Defeasance
The indentures contain a provision that permits us to elect to defease and
be discharged from all of our obligations (subject to limited exceptions) with
respect to any series of debt securities then outstanding provided the following
conditions, among others, have been satisfied:
-- we have deposited in trust with the trustee (a) money, (b) U.S.
government obligations, or (c) a combination thereof, in each case, in
an amount sufficient to pay and discharge the principal of and
interest on the outstanding debt securities of any series;
-- no event of default has occurred or is continuing with respect to the
securities of any series being defeased;
-- defeasance will not result in a breach or violation of, or constitute
a default under any agreement to which we are a party or by which we
are bound; and
-- we have delivered to the trustee (a) an officers' certificate and an
opinion of counsel that all conditions precedent relating to the
defeasance have been complied with and (b) an opinion of counsel that
the holders will not recognize income, gain or loss for Federal income
tax purposes.
Governing Law
The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.
The Trustee
We will specify the name of the trustee for each issue of debt securities
in the applicable prospectus supplement.
Senior Securities
Limitations on Liens. Neither we nor any restricted subsidiary will issue,
assume or guarantee any debt secured by a mortgage, lien, pledge or other
encumbrance, which are collectively called "mortgages" in the
13
indenture, on any principal property or on any debt or capital stock of any
restricted subsidiary which owns any principal property without providing that
the senior securities will be secured equally and ratably or prior to the debt.
A "restricted subsidiary" is a 50% or more owned subsidiary owning principal
property and having stockholder's equity greater than 2% of our consolidated net
assets. "Principal property" is all property and equipment directly engaged in
our exploration, production, refining, marketing and transportation activities.
"Consolidated net assets" means the total of all assets of Murphy Oil, excluding
intangible assets (other than goodwill), treasury stock carried as an asset or
write-ups of non-acquisition-related capital assets, less depreciation,
amortization and other similar reserves, less the total of all liabilities,
deferred credits, minority shareholders' interests in subsidiaries, reserves and
other similar items of Murphy Oil, excluding certain acquisition-related debt or
stockholders' equity, as calculated on our consolidated balance sheet.
However, the limitation on liens shall not apply to the following:
-- mortgages existing on the date of the senior indenture;
-- mortgages existing at the time an entity becomes a restricted
subsidiary of ours;
-- mortgages securing debt of a restricted subsidiary in favor of Murphy
Oil or any subsidiary of ours;
-- mortgages on property, shares of stock or indebtedness (a) existing at
the time of the acquisition of the property, shares of stock or
indebtedness, (b) to secure payment of all or part of the purchase
price of the property, shares of stock or indebtedness, or (c) to
secure debt incurred prior to, at the time of or within 120 days after
the acquisition of the property, shares of stock or indebtedness or
after the completion of construction of the property, for the purpose
of financing all or part of the purchase price of the property, shares
of stock or indebtedness or the cost of construction;
-- mortgages in favor of the United States of America, any state, any
other country or any political subdivision required by contract or
statute;
-- mortgages on property of Murphy Oil or any restricted subsidiary
securing all or part of the cost of operating, constructing or
acquiring projects, as long as recourse is only to the property;
-- specific marine mortgages or foreign equivalents on property or assets
of Murphy Oil or any restricted subsidiary;
-- mortgages or easements on property of Murphy Oil or any restricted
subsidiary incurred to finance the property on a tax-exempt basis that
do not materially detract from the value of or materially impair the
use of the property or assets; or
-- any extension, renewal or replacement of any mortgage referred to in
the preceding items or of any debt secured by those mortgages as long
as the extension, renewal or replacement secures the same or a lesser
amount of debt and is limited to substantially the same property (plus
improvements) which secured the mortgage.
Notwithstanding anything mentioned above, we and any of our restricted
subsidiaries may issue, assume or guarantee debt secured by mortgages on
principal property or on any indebtedness or capital stock of any restricted
subsidiary (other than the debt secured by mortgages permitted above) which does
not exceed 10% of our consolidated net assets.
Limitations on Sale and Lease-Back Transactions. Neither we nor any
restricted subsidiary will lease any principal property for more than three
years from the purchaser or transferee of such principal property. However, the
limitation on this type of arrangement shall not apply if:
-- we or our restricted subsidiary could incur debt secured by a mortgage
on the property to be leased, as permitted above, without equally and
ratably securing the senior securities of any series; or
14
-- we apply the greater of the proceeds from the sale or transfer and the
fair value of the leased property to any senior acquisition-related
debt within 120 days of the sale and lease-back transaction, in both
cases less any amounts spent to purchase unencumbered principal
property during the one year prior to or 120 days after any sale and
lease-back transaction.
Subordinated Securities
Under the subordinated indenture, payment of the principal of, interest on
and any premium on the subordinated securities will generally be subordinated in
right of payment to the prior payment in full of all of our senior indebtedness.
"Senior indebtedness" is defined as the principal of, any premium and
accrued and unpaid interest on the following items, whether outstanding on or
created, incurred or assumed after the date of execution of the subordinated
indenture:
-- our indebtedness for money borrowed (other than the subordinated
securities);
-- our guarantees of indebtedness for money borrowed of any other person;
and
-- indebtedness evidenced by notes, debentures, bonds or other
instruments of indebtedness for the payment of which we are
responsible or liable, by guarantees or otherwise.
Senior indebtedness also includes modifications, renewals, extensions and
refundings of any of the types of indebtedness, liabilities, obligations or
guarantees listed above, unless the relevant instrument states that the
indebtedness, liability, obligation or guarantee, or modification, renewal,
extension or refunding, is not senior in right of payment to the subordinated
securities.
We may not make any payment of principal of, interest on or any premium on
the subordinated securities except for sinking fund payments as described below
if:
-- any default or event of default with respect to any senior
indebtedness occurs and is continuing, or
-- any judicial proceeding is pending with respect to any default in
payment of senior indebtedness.
We may make sinking fund payments during a suspension of principal or
interest payments on subordinated debt if we make these sinking fund payments by
redeeming or acquiring securities prior to the default or by converting the
securities.
If any subordinated security is declared due and payable before its
specified date, or if we pay or distribute any assets to creditors upon our
dissolution, winding up, liquidation or reorganization, we must pay all
principal of, any premium and interest due or to become due on all senior
indebtedness in full before the holders of subordinated securities are entitled
to receive or take any payment. Subject to the payment in full of all senior
indebtedness, the holders of the subordinated securities are to be subrogated to
the rights of the holders of senior indebtedness to receive payments or
distribution of our assets applicable to senior indebtedness until the
subordinated securities are paid in full.
By reason of this subordination, in the event of insolvency, our creditors
who are holders of senior indebtedness, as well as some of our general
creditors, may recover more, ratably, than the holders of the subordinated
securities.
The subordinated indenture will not limit the amount of senior indebtedness
or debt securities which we may issue.
Conversion Rights
The prospectus supplement will provide if a series of securities is
convertible into our common stock and the initial conversion price per share at
which the securities may be converted.
15
If we have not redeemed a convertible security, the holder of the
convertible security may convert the security, or any portion of the principal
amount in integral multiples of $1,000, at the conversion price in effect at the
time of conversion, into shares of Murphy Oil common stock. Conversion rights
expire at the close of business on the date specified in the prospectus
supplement for a series of convertible securities. Conversion rights expire at
the close of business on the redemption date in the case of any convertible
securities that we call for redemption.
In order to exercise the conversion privilege, the holder of the
convertible security must surrender to us, at any office or agency maintained
for that purpose, the security with a written notice of the election to convert
the security, and, if the holder is converting less than the entire principal
amount of the security, the amount of security to be converted. In addition, if
the convertible security is converted during the period between a record date
for the payment of interest and the related interest payment date, the person
entitled to convert the security must pay us an amount equal to the interest
payable on the principal amount being converted.
We will not pay any interest on converted securities on any interest
payment date after the date of conversion except for those securities
surrendered during the period between a record date for the payment of interest
and the related interest payment date.
Convertible securities shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of the security. We will
not issue any fractional shares of stock upon conversion, but we will make an
adjustment in cash based on the market price at the close of business on the
date of conversion.
The conversion price will be subject to adjustment in the event of:
-- payment of stock dividends or other distributions on our common stock;
-- issuance of rights or warrants to all our stockholders entitling them
to subscribe for or purchase our stock at a price less than the market
price of our common stock;
-- the subdivision of our common stock into a greater or lesser number of
shares of stock;
-- the distribution to all stockholders of evidences of our indebtedness
or assets, excluding stock dividends or other distributions and rights
or warrants; or
-- the reclassification of our common stock into other securities.
We may also decrease the conversion price as we consider necessary so that any
event treated for Federal income tax purposes as a dividend of stock or stock
rights will not be taxable to the holders of our common stock.
We will pay any and all transfer taxes that may be payable in respect of
the issue or delivery of shares of common stock on conversion of the securities.
We are not required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares in a name other than that
of the holder of the security to be converted and no issue and delivery shall be
made unless and until the person requesting the issue has paid the amount of any
such tax or established to our satisfaction that such tax has been paid.
After the occurrence of:
-- consolidation with or merger of Murphy Oil into any other corporation,
-- any merger of another corporation into Murphy Oil, or
-- any sale or transfer of substantially all of the assets of Murphy Oil,
which results in any reclassification, change or conversion of our common stock,
the holders of any convertible securities will be entitled to receive on
conversion the kind and amount of shares of common stock or other securities,
cash or other property receivable upon such event by a holder of our common
stock immediately prior to the occurrence of the event.
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DESCRIPTION OF WARRANTS
We may issue securities warrants for the purchase of debt securities,
preferred stock or common stock. Securities warrants may be issued independently
or together with debt securities, preferred stock or common stock and may be
attached to or separate from any offered securities. We will issue each series
of securities warrants under a separate warrant agreement to be entered into
between us and a bank or trust company, as warrant agent. The securities warrant
agent will act solely as our agent in connection with the securities warrants
and will not assume any obligation or relationship of agency or trust for or
with any registered holders of securities warrants or beneficial owners of
securities warrants. In addition to this summary, you should refer to the
securities warrant agreement, including the form of securities warrant
certificate, relating to the specific securities warrants being offered for the
complete terms of the securities warrant agreement and the securities warrants.
The securities warrant agreement, together with the terms of securities warrant
certificate and securities warrants, will be filed with the SEC in connection
with the offering of the specific securities warrants.
We will describe the particular terms of any issue of securities warrants
in the prospectus supplement relating to the issue. Those terms may include:
-- the designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securities purchasable upon exercise
of securities warrants to purchase debt securities and the price at
which the debt securities may be purchased upon exercise;
-- the designation, number of shares, stated value and terms (including,
without limitation, liquidation, dividend, conversion and voting
rights) of the series of preferred stock purchasable upon exercise of
securities warrants to purchase shares of preferred stock and the
price at which such number of shares of preferred stock of such series
may be purchased upon such exercise;
-- the number of shares of common stock purchasable upon the exercise of
securities warrants to purchase shares of common stock and the price
at which such number of shares of common stock may be purchased upon
such exercise;
-- the date on which the right to exercise the securities warrants will
commence and the date on which the right will expire;
-- the Federal income tax consequences applicable to the securities
warrants; and
-- any other terms of the securities warrant.
Securities warrants for the purchase of preferred stock and common stock
will be offered and exercisable for U.S. dollars only. Securities warrants will
be issued in registered form only. The exercise price for securities warrants
will be subject to adjustment in accordance with the applicable prospectus
supplement.
Each securities warrant will entitle its holder to purchase the principal
amount of debt securities or the number of shares of preferred stock or common
stock at the exercise price set forth in, or calculable as set forth in, the
applicable prospectus supplement. The exercise price may be adjusted upon the
occurrence of events as set forth in the prospectus supplement. After the close
of business on the expiration date, unexercised securities warrants will become
void. We will specify the place or places where, and the manner in which,
securities warrants may be exercised in the applicable prospectus supplement.
Prior to the exercise of any securities warrants to purchase debt
securities, preferred stock or common stock, holders of the securities warrants
will not have any of the rights of holders of the debt securities, preferred
stock or common stock purchasable upon exercise, including:
-- in the case of securities warrants for the purchase of debt
securities, the right to receive payments of principal of, any premium
or interest on the debt securities purchasable upon exercise or to
enforce covenants in the applicable indenture; or
-- in the case of securities warrants for the purchase of preferred stock
or common stock, the right to vote or to receive any payments of
dividends on the preferred stock or common stock purchasable upon
exercise.
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PLAN OF DISTRIBUTION
We may sell the debt securities, preferred stock, depositary shares, common
stock or securities warrants (together referred to as the "offered securities")
(a) through underwriters or dealers; (b) directly to one or a limited number of
institutional purchasers; or (c) through agents. This prospectus or the
applicable prospectus supplement will set forth the terms of the offering of any
offered securities, including the name or names of any underwriters, dealers or
agents, the price of the offered securities and the net proceeds to us from such
sale, any underwriting commissions or other items constituting underwriters'
compensation.
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The offered securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
investment banking firms or others, as designated. Unless otherwise set forth in
the applicable prospectus supplement, the obligations of the underwriters or
agents to purchase the offered securities will be subject to conditions
precedent and the underwriters will be obligated to purchase all the offered
securities if any are purchased. Any initial public offering price and any
underwriting commissions or other items constituting underwriters' compensation
may be changed from time to time.
If a dealer is utilized in the sale of any offered securities, we will sell
those offered securities to the dealer, as principal. The dealer may then resell
the offered securities to the public at varying prices to be determined by the
dealer at the time of resale.
We may sell offered securities directly to one or more institutional
purchasers, or through agents at a fixed price or prices, which may be changed,
or at varying prices determined at time of sale. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a best effort basis for
the period of its appointment.
If an applicable prospectus supplement indicates, we will authorize agents,
underwriters or dealers to solicit offers by specified institutions to purchase
offered securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment and
delivery on a specified date in the future. These contracts will be subject only
to those conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for solicitation of the
contracts.
Under agreements entered into with us, agents and underwriters who
participate in the distribution of the offered securities may be entitled to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the agents or underwriters may be required to make. Agents and
underwriters may be customers of, engage in transactions with, or perform
services for us in the ordinary course of business.
LEGAL MATTERS
The validity of the offered securities will be passed upon for us by Davis
Polk & Wardwell, New York, New York, and for any underwriters, dealers or agents
by counsel which we will name in the applicable prospectus supplement.
EXPERTS
Our consolidated financial statements as of December 31, 1998 and 1997 and
for each of the years in the three-year period ended December 31, 1998
incorporated by reference in the registration statement have been incorporated
in this prospectus in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference in this prospectus, and
upon their authority as experts in accounting and auditing.
18
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$350,000,000
[LOGO]
MURPHY
OIL CORPORATION
% Notes due 2012
---------------------
Prospectus Supplement
, 2002
---------------------
Banc of America Securities LLC
JPMorgan
BNP PARIBAS
Fleet Securities, Inc.
Goldman, Sachs & Co.
SunTrust Robinson Humphrey
Mizuho International plc
Morgan Keegan & Company, Inc.
Tokyo-Mitsubishi International plc
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