UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 27, 2002
MARATHON OIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-5153 25-0996816
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5555 SAN FELIPE ROAD, HOUSTON, TEXAS 77056-2723
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 629-6600
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ITEM 5. OTHER EVENTS.
On February 27, 2002, Marathon Oil Corporation ("Marathon") entered
into an underwriting agreement for the public offering of $450,000,000 aggregate
principal amount of its 6.125% Notes due 2012 and $550,000,000 aggregate
principal amount of its 6.800% Notes due 2032 (the "Notes"). The Notes are to be
issued under an Indenture dated February 26, 2002 between the Company and
JPMorgan Chase Bank, as Trustee, relating to senior debt securities of Marathon
(the "Senior Indenture"). Closing of the issuance and sale of the Notes is
scheduled for March 4, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated February 27, 2002 among Marathon
and Banc of America Securities LLC and Salomon Smith Barney
Inc., as representatives of the several Underwriters.
1.2 Pricing Agreement dated February 27, 2002 among Marathon and
Banc of America Securities LLC and Salomon Smith Barney Inc.,
as representatives of the several Underwriters.
4.1 Indenture dated February 26, 2002 between Marathon and
JPMorgan Chase Bank, as Trustee, relating to senior debt
securities of Marathon (the "Senior Indenture").
4.2 Indenture dated February 26, 2002 between Marathon and
JPMorgan Chase Bank, as Trustee, relating to subordinated debt
securities of Marathon.
4.3 Officers' Certificate delivered pursuant to Sections 1.02,
2.01, 3.01 and 3.03 of the Senior Indenture dated as of March
4, 2002, providing for the issuance of Marathon's 6.125% Notes
due 2012 and 6.800% Notes due 2032.
4.4 Form of Notes (included in Exhibit 4.3 above).
5.1 Opinion of Baker Botts L.L.P.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MARATHON OIL CORPORATION
Date: March 4, 2002 By: /s/ A. G. ADKINS
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Name: A. G. Adkins
Title: Vice President - Accounting
and Controller
EXHIBIT INDEX
Number Exhibit
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1.1 Underwriting Agreement dated February 27, 2002 among Marathon
and Banc of America Securities LLC and Salomon Smith Barney
Inc., as representatives of the several Underwriters.
1.2 Pricing Agreement dated February 27, 2002 among Marathon and
Banc of America Securities LLC and Salomon Smith Barney Inc.,
as representatives of the several Underwriters.
4.1 Indenture dated February 26, 2002 between Marathon and
JPMorgan Chase Bank, as Trustee, relating to senior debt
securities of Marathon (the "Senior Indenture").
4.2 Indenture dated February 26, 2002 between Marathon and
JPMorgan Chase Bank, as Trustee, relating to subordinated debt
securities of Marathon.
4.3 Officers' Certificate delivered pursuant to Sections 1.02,
2.01, 3.01 and 3.03 of the Senior Indenture dated as of March
4, 2002, providing for the issuance of Marathon's 6.125% Notes
due 2012 and 6.800% Notes due 2032.
4.4 Form of Notes (included in Exhibit 4.3 above).
5.1 Opinion of Baker Botts L.L.P.