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): JUNE 18, 2002
MARATHON OIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-5153 25-0996816
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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 June 18, 2002, Marathon Global Funding Corporation
("Marathon Funding") and Marathon Oil Corporation ("Marathon") entered into an
underwriting agreement for the public offering of $400,000,000 aggregate
principal amount of Marathon Funding's 6% Notes due 2012 (the "Notes"), fully
and unconditionally guaranteed by Marathon. The Notes are to be issued under an
Indenture dated June 14, 2002 (the "Indenture") among Marathon Funding, Marathon
and JPMorgan Chase Bank, as Trustee. Closing of the issuance and sale of the
Notes is scheduled for June 21, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated June 18, 2002 among Marathon
Funding, Marathon and Banc of America Securities LLC and J.P.
Morgan Securities Inc., as representatives of the several
Underwriters.
1.2 Pricing Agreement dated June 18, 2002 among Marathon Funding,
Marathon and Banc of America Securities LLC and J.P. Morgan
Securities Inc., as representatives of the several
Underwriters.
4.1 Indenture dated June 14, 2002 among Marathon Funding, Marathon
and JPMorgan Chase Bank, as Trustee.
4.2 Officers' Certificate delivered pursuant to Sections 1.02,
2.01, 3.01 and 3.03 of the Indenture dated as of June 21,
2002, providing for the issuance of Marathon Funding's 6%
Notes due 2012, fully and unconditionally guaranteed by
Marathon.
4.3 Form of Notes (included in Exhibit 4.2 above).
5.1 Opinion of Stewart McKelvey Stirling Scales.
5.2 Opinion of Baker Botts L.L.P.
8.1 Opinion of Macleod Dixon LLP as to certain tax matters.
23.1 Consent of Macleod Dixon LLP (included in Exhibit 8.1).
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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: June 21, 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 June 18, 2002 among Marathon
Funding, Marathon and Banc of America Securities LLC and J.P.
Morgan Securities Inc., as representatives of the several
Underwriters.
1.2 Pricing Agreement dated June 18, 2002 among Marathon Funding,
Marathon and Banc of America Securities LLC and J.P. Morgan
Securities Inc., as representatives of the several
Underwriters.
4.1 Indenture dated June 14, 2002 among Marathon Funding, Marathon
and JPMorgan Chase Bank, as Trustee.
4.2 Officers' Certificate delivered pursuant to Sections 1.02,
2.01, 3.01 and 3.03 of the Indenture dated as of June 21,
2002, providing for the issuance of Marathon Funding's 6%
Notes due 2012, fully and unconditionally guaranteed by
Marathon.
4.3 Form of Notes (included in Exhibit 4.2 above).
5.1 Opinion of Stewart McKelvey Stirling Scales.
5.2 Opinion of Baker Botts L.L.P.
8.1 Opinion of Macleod Dixon LLP as to certain tax matters.
23.1 Consent of Macleod Dixon LLP (included in Exhibit 8.1).