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PROSPECTUS SUPPLEMENT FIled Pursuant to Rule 424(b)(2)
(To Prospectus dated November 8, 1993) Registration No. 33-50717
[ANADARKO LOGO]
$100,000,000
7 1/4% Debentures due 2025
Interest payable March 15 and September 15
ISSUE PRICE: 99.957%
Interest on the Debentures is payable semi-annually on March 15 and September 15
commencing September 15, 1995. The Debentures may not be redeemed at the option
of the Company at any time prior to maturity. Each Holder of the Debentures has
the right to require the Company to redeem such Holder's Debentures, in whole or
in part, on March 15, 2000, at a redemption price equal to 100% of the aggregate
principal amount thereof plus accrued and unpaid interest. See "Certain Terms of
the Debentures."
Debentures will be issued in book-entry form represented by a permanent global
Debenture registered in the name of The Depository Trust Company (the
"Depositary"), or a nominee of the Depositary. Interests in Debentures will only
be evidenced by, and transfers thereof will only be effected through, records
maintained by the Depositary and its participants. Except as described herein
and in the accompanying Prospectus, Debentures in definitive form will not be
issued.
Settlement for the Debentures will be made in immediately available funds. The
Debentures will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the Debentures will
therefore settle in immediately available funds. All payments of principal and
interest will be made by the Company in immediately available funds. See
"Certain Terms of the Debentures -- Same-Day Settlement and Payment."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) THE COMPANY(3)
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Per Debenture 99.957% .55% 99.407%
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Total $99,957,000 $550,000 $99,407,000
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(1) Plus accrued interest, if any, from March 21, 1995.
(2) See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at $100,000.
The Debentures are being offered, subject to prior sale, when, as and if
accepted by the Underwriter, and subject to certain other conditions. It is
expected that delivery of the Debentures will be made through the facilities of
the Depositary on or about March 21, 1995, against payment therefore in
immediately available funds.
J.P. MORGAN SECURITIES INC.
March 14, 1995
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH THEY RELATE OR ANY OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
Use of Proceeds........................................................................ S-3
Certain Terms of the Debentures........................................................ S-3
Underwriting........................................................................... S-5
PROSPECTUS
Available Information.................................................................. 2
Incorporation of Certain Documents by Reference........................................ 2
The Company............................................................................ 4
Use of Proceeds........................................................................ 4
Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and
Preferred Stock Dividends............................................................ 4
Description of Debt Securities......................................................... 5
Description of Capital Stock, Rights Agreement and Restated Certificate of
Incorporation........................................................................ 13
Plan of Distribution................................................................... 16
Validity of Securities................................................................. 17
Experts................................................................................ 17
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USE OF PROCEEDS
It is anticipated that the net proceeds from the sale of the Debentures,
estimated to be approximately $99,307,000 after offering expenses, will be used
to reduce a portion of outstanding borrowings under non-committed lines of
credit and commercial paper, including borrowings outstanding to J.P. Morgan
Delaware, an affiliate of the Underwriter. As of March 14, 1995, the average
interest rate on such outstanding indebtedness, which had original maturities
ranging from overnight to 61 days, was 6.16% per annum.
CERTAIN TERMS OF THE DEBENTURES
The following description of the particular terms of the Debentures offered
hereby (referred to in the prospectus (the "Prospectus") that this Prospectus
Supplement accompanies as "Senior Debt Securities") supplements, and to the
extent inconsistent therewith replaces, the description of the general terms and
provisions of Senior Debt Securities set forth in the Prospectus, to which
description reference is hereby made. Capitalized terms not otherwise defined
herein have the meanings given to them in the Prospectus.
GENERAL
The Debentures offered hereby will be limited to $100,000,000 aggregate
principal amount and will mature on March 15, 2025. The Debentures will bear
interest from March 21, 1995 at the rate per annum shown on the front cover of
this Prospectus Supplement payable semi-annually on March 15 and September 15 of
each year, commencing September 15, 1995, to the person in whose name the
Debenture (or any predecessor) is registered at the close of business on the
March 1 or September 1, as the case may be, next preceding such interest payment
date. The Debentures are not entitled to any sinking fund.
REDEMPTION AT THE OPTION OF THE COMPANY
The Debentures may not be redeemed at the option of the Company at any time
prior to maturity.
REDEMPTION AT THE OPTION OF HOLDERS ON MARCH 15, 2000
On March 15, 2000, or if such date is not a business day, then the next
succeeding business day (the "Redemption Date"), each Holder of Debentures will
have the right (the "Redemption Right") to require the Company to redeem all or
any part (equal to $1,000 or an integral multiple thereof) of such Holder's
Debentures at a purchase price equal to 100% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon to the Redemption Date.
On or prior to January 3, 2000, the Company will mail a notice to each
Holder stating that (a) in order for a Holder to exercise the Redemption Right,
the Holder must surrender the Debentures in respect of which the Redemption
Right is being exercised, together with the form entitled "Option of Holder to
Elect Redemption on March 15, 2000" on the reverse of the Debentures, duly
completed, or transfer such Debentures by book-entry, to the Trustee during the
period from January 15, 2000 and prior to 5:00 p.m. (New York City time) on
February 14, 2000 (or if such date is not a business day, then the next
succeeding business day), (b) any election on the part of a Holder to exercise
the Redemption Right effected in accordance with the foregoing shall be
irrevocable on the part of the Holder and may not be withdrawn, (c) Holders
whose Debentures are being redeemed only in part will be issued new Debentures
equal in principal amount to the unredeemed portion of the Debentures
surrendered, which unredeemed portion must be equal to $1,000 in principal
amount or an integral multiple thereof, and (d) unless the Company defaults in
the payment of principal and accrued interest on the Debentures to be redeemed
on the Redemption Date, interest on such Debentures will cease to accrue on the
Redemption Date. The Company will comply with the requirements of Rule 14e-1
under the Securities Exchange Act of 1934 and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable to
the redemption of the Debentures pursuant to the Redemption Right.
On the Redemption Date, the Company will, to the extent lawful, deposit
with the Trustee an amount sufficient to redeem all Debentures or portions
thereof being redeemed (together with accrued interest). Failure
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by the Company to redeem the Debentures on the Redemption Date will result in an
Event of Default under the Indenture.
Because the Debentures will be represented by Global Notes, a Holder must
exercise the Redemption Right through the Depositary's nominee. In order to
ensure that the Depositary's nominee will exercise in a timely manner the
Redemption Right with respect to a particular Debenture, the beneficial owner of
an interest therein must instruct the broker or other direct or indirect
participant through which it holds an interest in such Debenture to notify the
Depositary of its desire to exercise the Redemption Right. Different firms have
different cut-off times for accepting instructions from their customers and,
accordingly, each such beneficial owner should consult the broker or other
direct in indirect participant through which it holds an interest in a Global
Note in order to ascertain the cut-off time by which such an instruction must be
given in order for timely notice to be delivered to the Depositary.
All questions regarding the validity, form, eligibility (including time of
receipt) and acceptance of any Debenture for redemption will be determined by
the Company, whose determination will be final and binding.
BOOK-ENTRY, DELIVERY AND FORM
The Debentures will be issued in the form of fully registered Global Notes.
The Global Notes will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York (the "Depositary") and registered in the name of the
Depositary's nominee.
The Depositary has advised the Company and the Underwriter as follows: The
Depositary 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 pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also 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 (including the Underwriter), banks, trust companies,
clearing corporations and certain other organizations. The Depositary 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. Access to the Depositary's 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 ("Indirect Participants"). The rules applicable to the Depositary
and its Participants are on file with the Securities and Exchange Commission.
A further description of the Depositary's procedures with respect to Global
Notes representing the Debentures is set forth in the Prospectus under
"Description of Debt Securities -- General Provisions Applicable to Both
Indentures -- Global Notes."
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriter in
immediately available funds. All payments of principal and interest will be made
by the Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the
Debentures will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Debentures will therefore
be required by the Depositary to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Debentures.
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UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to J.P. Morgan Securities Inc. (the
"Underwriter"), and the Underwriter has agreed to purchase from the Company
$100,000,000 principal amount of the Debentures.
The Underwriting Agreement provides that the obligations of the Underwriter
are subject to certain conditions and that the Underwriter will be obligated to
purchase all of the Debentures if any are purchased.
The Company has been advised by the Underwriter that it proposes to offer
the Debentures to the public initially at the offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at that price
less a concession of 0.35% of the principal amount of the Debentures; that the
Underwriter and such dealers may reallow a discount not in excess of 0.20% of
such principal amount on sales to other dealers after the initial public
offering; and that the public offering price and concession and discount to
dealers may be changed by the Underwriter.
The Company has agreed to indemnify the Underwriter against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
and to contribute to payments the Underwriter may be required to make in respect
thereof.
The Company does not intend to apply for listing of the Debentures on a
national securities exchange, but has been advised by the Underwriter that it
presently intends to make a market in the Debentures, as permitted by applicable
law and regulations. The Underwriter is not obligated, however, to make a market
in the Debentures and any such market making may be discontinued at any time at
the sole discretion of the Underwriter without notice. Accordingly no assurance
can be given as to the liquidity of or trading market for the Debentures.
In the ordinary course of their respective businesses, J.P. Morgan
Securities Inc. and its affiliates have engaged and may in the future engage in
commercial banking and investment banking transactions with the Company.
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