Delaware
|
2911
|
71-0361522
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
200
Peach Street
P.O.
Box 7000
El
Dorado, AR 71731-7000
(870)
862-6411
|
||
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive
Offices)
|
MURPHY
OIL CORPORATION
2007
LONG-TERM INCENTIVE PLAN
MURPHY
OIL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
|
(Full
Title of the Plans)
|
|
Steven
A. Cossé, Esq.
Senior
Vice President and General Counsel
200
Peach Street
Post
Office Box 7000
El
Dorado, AR 71731-7000
|
||||||
(Name
and Address of Agent for Service)
Telephone
number, including area code, of agent for service: (870)
862-6411
|
||||||
|
||||||
Copy
to:
|
||||||
Barbara
Nims, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
|
||||||
CALCULATION
OF REGISTRATION FEE
|
||||||
Title
Of Securities To Be Registered(1)
|
Amount
To Be Registered
|
Proposed
Maximum Offering Price Per Share(2)
|
Proposed
Maximum Aggregate Offering Price(3)
|
Amount
Of
Registration
Fee
|
||
Murphy
Oil Corporation Common Stock, par value $1.00 per share
|
7,080,000
(4)
|
$57.04
|
$403,843,200
|
$12,397.99
|
Exhibit
Number
|
Exhibit
|
||
4.1
|
Certificate
of Incorporation of the Registrant, as amended, effective May 11,
2005,
filed as Exhibit 3.1 to the Registrant’s Form 10-Q report for the
quarterly period ended June 30, 2005, filed on August 5, 2005 (1934
Act
File No. 001-08590).*
|
||
4.2
|
By-Laws
of Registrant, as amended February 7, 2007 , filed as Exhibit 3.2
to the
Registrant’s Form 8-K dated February 12, 2007 (1934 Act File No.
001-08590).*
|
||
4.3
|
Rights
Agreement dated as of December 6, 1989 between Murphy Oil Corporation
and
Harris Trust Company of New York, as Rights Agent, filed as Exhibit
4.3 of
Form 10-K for the year ended December 31, 2004, filed on March
16, 2005
(1934 Act File No. 001-08590).*
|
||
4.4
|
Amended
Rights Agreement dated as of April 6, 1998 (“Amendment No. 1”) to the
Rights Agreement dated as of December 6, 1989 (the “Original Agreement”)
between Murphy Oil Corporation and Harris Trust Company of New
York, as
Rights Agent, filed as Exhibit 4.4 of Form 10-K for the year ended
December 31, 2004, filed on March 16, 2005 (1934 Act File No.
001-08590).*
|
||
4.5
|
Amendment
No. 2 dated as of April 15, 1999 to the Rights Agreement dated
as of
December 6, 1989, as amended by Amendment No. 1 dated as of April
6, 1998
between Murphy Oil Corporation and Harris Trust Company of New
York, as
Rights Agent, filed as Exhibit 4.5 of Murphy’s Form 10-K report for the
year ended December 31, 2004, filed on March 16, 2005 (1934 Act
File No.
001-08590).*
|
||
5.1
|
Opinion
of Walter K. Compton, Esq.
|
||
23.1
|
Consent
of KPMG LLP, Independent Registered Public Accounting
Firm.
|
||
23.2
|
Consent
of Walter K. Compton, Esq. (included in Exhibit 5.1).
|
||
24
|
Power
of Attorney (included on the signature pages of this Registration
Statement).
|
||
99.1
|
Murphy
Oil Corporation 2007 Long-Term Incentive Plan.
|
||
99.2
|
Murphy
Oil Corporation Employee Stock Purchase Plan.
|
||
*Incorporated
herein by reference
|
MURPHY
OIL CORPORATION
|
|||
By:
|
/s/ Walter K. Compton | ||
|
|||
Name:
|
Walter K. Compton | ||
Title:
|
Secretary |
Signature
|
Title
|
/s/ William C. Nolan, Jr. |
Chairman
and Director
|
William
C. Nolan, Jr.
|
|
/s/
Claiborne P. Deming
|
President
and Chief Executive Officer and Director (Principal Executive
Officer)
|
Claiborne
P. Deming
|
|
/s/ Frank W. Blue |
Director
|
Frank
W. Blue
|
|
/s/ Robert A. Hermes |
Director
|
Robert
A. Hermes
|
|
/s/
James V. Kelley
|
Director
|
James
V. Kelley
|
|
/s/
R. Madison Murphy
|
Director
|
R.
Madison Murphy
|
/s/
Ivar B. Ramberg
|
|
Ivar
B. Ramberg
|
Director
|
/s/
Neal E. Schmale
|
Director
|
Neal
E. Schmale
|
|
/s/
David J.H. Smith
|
Director
|
David
J.H. Smith
|
|
/s/
Caroline G. Theus
|
Director
|
Caroline
G. Theus
|
|
/s/
Kevin G. Fitzgerald
|
Senior
Vice President and Chief Financial Officer (Principal Financial
Officer)
|
Kevin
G. Fitzgerald
|
|
/s/
John W. Eckart
|
Vice
President and Controller (Principal Accounting Officer)
|
John
W. Eckart
|
Exhibit
Number
|
Exhibit
|
4.1
|
Certificate
of Incorporation of the Registrant, as amended, effective May 11,
2005,
filed as Exhibit 3.1 to the Registrant’s Form 10-Q report for the
quarterly period ended June 30, 2005, filed on August 5, 2005 (1934
Act
File No. 001-08590).*
|
4.2
|
By-Laws
of Registrant, as amended February 7, 2007 , filed as Exhibit 3.2
to the
Registrant’s Form 8-K dated February 12, 2007 (1934 Act File No.
001-08590).*
|
4.3
|
Rights
Agreement dated as of December 6, 1989 between Murphy Oil Corporation
and
Harris Trust Company of New York, as Rights Agent, filed as Exhibit
4.3 of
Form 10-K for the year ended December 31, 2004, filed on March 16,
2005 (1934 Act File No. 001-08590).*
|
4.4
|
Amended
Rights Agreement dated as of April 6, 1998 (“Amendment No. 1”) to the
Rights Agreement dated as of December 6, 1989 (the “Original Agreement”)
between Murphy Oil Corporation and Harris Trust Company of New York,
as
Rights Agent, filed as Exhibit 4.4 of Form 10-K for the year ended
December 31, 2004, filed on March 16, 2005 (1934 Act File No.
001-08590).*
|
4.5
|
Amendment
No. 2 dated as of April 15, 1999 to the Rights Agreement dated as
of
December 6, 1989, as amended by Amendment No. 1 dated as of April
6, 1998
between Murphy Oil Corporation and Harris Trust Company of New York,
as
Rights Agent, filed as Exhibit 4.5 of Murphy’s Form 10-K report for the
year ended December 31, 2004, filed on March 16, 2005 (1934 Act File
No.
001-08590).*
|
5.1
|
Opinion
of Walter K. Compton, Esq.
|
23.1
|
Consent
of KPMG LLP, Independent Registered Public Accounting Firm.
|
23.2
|
Consent
of Walter K. Compton, Esq. (included in Exhibit 5.1).
|
24
|
Power
of Attorney (included on the signature pages of this Registration
Statement).
|
99.1
|
Murphy
Oil Corporation 2007 Long-Term Incentive Plan.
|
99.2
|
Murphy
Oil Corporation Employee Stock Purchase Plan.
|