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Filed Pursuant to Rule 424(b)(4)
Registration No. 33-50717
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 8, 1993
$100,000,000
[ANADARKO PETROLEUM CORPORATION LOGO]
7 1/4 % DEBENTURES DUE 2096
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Interest on the Debentures is payable semi-annually on May 15 and November 15
commencing May 15, 1997. The Debentures are not redeemable prior to maturity
and will not be subject to any sinking fund. Upon the occurrence of a Tax
Event, as defined herein, the Company will have the right to shorten
the maturity of the Debentures to the extent required so that the
interest paid on the Debentures will be deductible for Federal
income tax purposes. 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.
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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>
<S> <C> <C> <C>
Price to Underwriting Proceeds to
Public(1) Discount(2) the Company(3)
--------------- --------------- ---------------
Per Debenture................................ 98.841% 1.125% 97.716%
Total........................................ $98,841,000 $1,125,000 $97,716,000
</TABLE>
(1) Plus accrued interest, if any, from November 13, 1996.
(2) The Company has agreed to indemnify the Underwriter 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 Underwriter, 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 November 13, 1996, against payment
therefor in immediately available funds.
CS FIRST BOSTON
The date of this Prospectus Supplement is November 7, 1996.
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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
<TABLE>
<CAPTION>
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 $97,616,000 after offering expenses, will be used
to reduce a portion of outstanding borrowings under non-committed lines of
credit and commercial paper. As of November 7, 1996, the average interest rate
on such outstanding indebtedness, which had original maturities ranging from 14
to 45 days, was 5.43% 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.
<TABLE>
<CAPTION>
NINE
MONTHS
YEAR ENDED DECEMBER 31, ENDED
- ------------------------------------------------ SEPTEMBER 30,
1991 1992 1993 1994 1995 1996
- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1.99 1.81 2.68 2.23 1.24 2.98
</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 November 15, 2096. The Debentures will bear
interest from November 13, 1996 at the rate per annum shown on the front cover
of this Prospectus Supplement payable semi-annually on May 15 and November 15 of
each year, commencing May 15, 1997, to the person in whose name the Debenture
(or any predecessor) is registered at the close of business on the May 1 or
November 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.
DEFEASANCE
The Debentures will be subject to defeasance under certain circumstances as
described in the Prospectus under "Description of Debt Securities -- General
Provisions Applicable to Both Indentures -- Defeasance."
CONDITIONAL RIGHT TO SHORTEN MATURITY
The Company intends to deduct interest paid on the Debentures for Federal
income tax purposes. The Clinton Administration's budget proposal for fiscal
year 1997, released on March 19, 1996, contained a series of proposed tax law
changes that, among other things, would prohibit an issuer from deducting
interest payments on debt instruments with a maturity of more than 40 years. On
March 29, 1996, the Chairmen of the Senate Finance Committee and the House Ways
and Means Committee issued a statement to the effect that this proposal, if
enacted, would not be effective prior to the date of "appropriate congressional
action." There can be no assurance, however, that this proposal or similar
legislation affecting the Company's ability to deduct interest
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paid on the Debentures will not be enacted in the future or that any such
legislation would not have a retroactive effective date.
Upon occurrence of a Tax Event, as defined below, the Company will have the
right to shorten the maturity of the Debentures to the extent required, in the
opinion of a nationally recognized independent tax counsel, so that, after the
shortening of the maturity, interest paid on the Debentures will be deductible
for Federal income tax purposes. The Company may exercise its right to shorten
the maturity of the Debentures upon the occurrence of a Tax Event.
In the event that the Company elects to exercise its right to shorten the
maturity of the Debentures on the occurrence of a Tax Event, the Company will
mail a notice of shortened maturity to each holder of record of the Debentures
by first-class mail not more than 60 days after the occurrence of such Tax
Event, stating the new maturity date of the Debentures. Such notice would be
effective upon mailing.
The Company believes that under current law the Debentures should
constitute indebtedness for Federal income tax purposes and an exercise of its
right to shorten the maturity of the Debentures should not be a taxable event to
holders of the Debentures. Prospective investors should be aware, however, that
the Company's exercise of its right to shorten the maturity of the Debentures
would be a taxable event to holders of the Debentures if the Debentures were
treated as equity before the maturity is shortened for Federal income tax
purposes because of the original term of the Debentures, assuming that the
Debentures of shortened maturity are treated as debt for such purposes.
"Tax Event" means that the Company shall have received an opinion of a
nationally recognized independent tax counsel to the effect that on or after the
date of the issuance of the Debentures, as a result of (a) any amendment to,
clarification of, or change (including any announced prospective change) in
laws, or any regulations thereunder, of the United States, (b) any judicial
decision, official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to adopt
such procedures or regulations (an "Administrative Action"), or (c) any
amendment to, clarification of, or change in the official position or the
interpretation of an Administrative Action or judicial decision that differs
from the theretofore generally accepted position, in each case, on or after the
date of the issuance of the Debentures, such change in tax law creates a more
than insubstantial risk that interest paid by the Company on the Debentures is
not, or will not be, deductible, in whole or in part, by the Company for
purposes of Federal income tax.
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.
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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."
SETTLEMENT AND PAYMENT
Settlement for the Debentures by the Underwriter 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 CS First Boston Corporation (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 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 .675% of the principal amount of the
Debentures. The Underwriter may allow, and such dealers may reallow, a discount
not in excess of .338% 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 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 its business, CS First Boston Corporation 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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