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FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 33-50717
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 8, 1993)
$100,000,000
[ANADARKO LOGO]
7.73% DEBENTURES DUE SEPTEMBER 15, 2096
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Interest on the Debentures is payable semi-annually on March 15 and
September 15 commencing March 15, 1997. 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 September 15, 2026, 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.
------------------------
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.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) THE COMPANY(3)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Debenture..................... 99.99% .875% 99.115%
- -------------------------------------------------------------------------------------------------
Total............................. $99,990,000 $875,000 $99,115,000
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
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(1) Plus accrued interest, if any, from September 20, 1996.
(2) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at $100,000.
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The Debentures are being offered, subject to prior sale, when, as and if
accepted by the Underwriters, and subject to certain other conditions. It is
expected that delivery of the Debentures will be made through the book-entry
facilities of the Depositary on or about September 20, 1996, against payment
therefor in immediately available funds.
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MERRILL LYNCH & CO. J.P. MORGAN & CO.
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The date of this Prospectus Supplement is September 17, 1996.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS 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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PAGE
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds........................................................................ S-3
Ratio of Earnings to Fixed Charges..................................................... 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
</TABLE>
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USE OF PROCEEDS
It is anticipated that the net proceeds from the sale of the Debentures,
estimated to be approximately $99,015,000 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 New
York, an affiliate of one of the Underwriters. As of September 17, 1996, the
average interest rate on such outstanding indebtedness, which had original
maturities ranging from overnight to 21 days, was 5.41% per annum.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratio of earnings
to fixed charges for the periods shown.
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SIX
MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE
- ---------------------------------------- 30,
1991 1992 1993 1994 1995 1996
- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.99 1.81 2.68 2.23 1.24 2.77
</TABLE>
The ratio of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, earnings include income before income taxes
and fixed charges. Fixed charges include interest and amortization of debt
expenses, and the estimated interest component of rentals.
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 September 15, 2096. The Debentures will bear
interest from September 20, 1996 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 March 15, 1997, 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 SEPTEMBER 15, 2026
On September 15, 2026, 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 July 1, 2026, 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 September 15, 2026" on the reverse of the Debentures, duly
completed, or transfer such Debentures by book-entry, to the Trustee during the
period from July 15, 2026 and prior to 5:00 p.m. (New York City time) on
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August 14, 2026 (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 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 or 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 Underwriters 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 Underwriters), 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."
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SETTLEMENT AND PAYMENT
Settlement for the Debentures by the Underwriters and secondary market
trading activity will be made in immediately available funds. All payments of
principal and interest will be made by the Company in immediately available
funds.
REGARDING THE SUBORDINATED TRUSTEE
Chemical Bank ("Chemical") had acted as Trustee under the Subordinated
Indenture. There is no outstanding subordinated debt under the Subordinated
Indenture. The Chase Manhattan Bank, N.A. ("Chase") had acted as Trustee under
the Senior Indenture. Chemical and Chase were merged in 1996 and the merged
company is The Chase Manhattan Bank, a New York banking corporation, and Trustee
under the Senior Indenture.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to the Underwriters named below (the
"Underwriters"), and the Underwriters have agreed to purchase from the Company
the following respective principal amounts of the Debentures.
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PRINCIPAL
UNDERWRITER AMOUNT
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<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................... $ 50,000,000
J.P. Morgan Securities Inc. .................................. 50,000,000
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Total............................................. $100,000,000
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The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions and that the Underwriters will be
obligated to purchase all of the Debentures if any are purchased.
The Company has been advised by the Underwriters that they propose to offer
the Debentures to the public initially at the public offering price set forth on
the cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of .5% of the principal amount of the
Debentures. The Underwriters may allow, and such dealers may reallow, a discount
not in excess of .25% of such principal amount on sales to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
and to contribute to payments the Underwriters 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 Underwriters that they
presently intend to make a market in the Debentures, as permitted by applicable
law and regulations. The Underwriters are 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 Underwriters 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, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and their
affiliates have engaged and may in the future engage in commercial banking and
investment banking transactions with the Company.
S-5
