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REGISTRATION NO. 333-65915
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Anadarko Petroleum Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 76-0146568
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
17001 NORTHCHASE DRIVE SUZANNE SUTER
HOUSTON, TEXAS 77060-2141 17001 NORTHCHASE DRIVE
(281) 875-1101 HOUSTON, TEXAS 77060-2141
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (281) 875-1101
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
EXECUTIVE OFFICES) NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Approximate date of commencement of proposed sale to the Public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.10 par value, and Rights
attached thereto.......................... 500,000 $39.96875 $19,984,375 $5,895
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(1) Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 457(c), THE OFFERING PRICE AND REGISTRATION FEE ARE
COMPUTED ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON
STOCK, AS REPORTED ON THE NEW YORK STOCK EXCHANGE, INC. COMPOSITE TRANSACTION
REPORTING SYSTEM FOR OCTOBER 16, 1998.
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PROSPECTUS
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
[ANADARKO PETROLEUM CORP. LOGO]
500,000 SHARES OF COMMON STOCK
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The Anadarko Dividend Reinvestment and Stock Purchase Plan offers you a variety
of convenient, low-cost services to make it easier for you to invest in Anadarko
Petroleum Corporation common stock. The Plan has various features designed for
long-term investors who wish to invest and build their share ownership over
time. The Plan offers a convenient and economical means to own shares. UNLIKE AN
INDIVIDUAL STOCK BROKERAGE ACCOUNT, THE TIMING OF PURCHASES AND SALES IS SUBJECT
TO THE PROVISIONS OF THE PLAN. PLEASE SEE QUESTIONS 4, 9 AND 16 UNDER TERMS AND
CONDITIONS OF THE PLAN.
In addition, the Plan will provide Anadarko with a means of raising additional
capital for general corporate purposes through sale of common stock under the
Plan. Whether significant additional capital is raised may be affected, in part
by Anadarko's decision to waive the limitations applicable to optional cash
purchases and, in part, by Anadarko's decision to sell newly issued shares of
common stock to fulfill the requirements of the Plan. Please see Question 10
regarding Anadarko's criteria for granting a Request for Waiver.
You can participate in the Plan if you are a registered holder of common stock.
If you do not own common stock, you can become a participant by making your
initial purchase directly through the Plan. The Plan offers you the opportunity
to reinvest dividends and provides an alternative to traditional methods of
buying, holding and selling common stock.
Read on for a more detailed description of the features of the Plan as offered
by Anadarko. If you would like to participate in the Plan, complete the enclosed
Enrollment Form and mail it to the Administrator in the reply envelope provided
for your convenience.
You should read this Prospectus carefully so you know how the Plan works and
then retain it for future reference.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
October , 1998
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE RELATED REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE SECURITIES
COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT
SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS
NOT PERMITTED.
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TABLE OF CONTENTS
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Key Features of Plan.............. 2
Terms and Conditions of the
Plan............................ 3
Where You Can Find More
Information..................... 11
The Company....................... 12
Use of Proceeds................... 12
Description of Capital Stock
and Restated Certificate
of Incorporation................ 12
Legal Matters..................... 14
Experts........................... 14
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KEY FEATURES OF THE PLAN
ANYONE CAN PARTICIPATE
If you currently own common stock registered in your name you may participate in
the Plan. If you do not own any common stock, you can participate in the Plan by
making your initial investment in common stock through the Plan with a minimum
initial investment of $1,000 and not more than $120,000.
AUTOMATIC DIVIDEND REINVESTMENT
You can reinvest your dividends in additional shares of common stock. Your
dividends will be used to buy additional shares of common stock at a 5% discount
from the prevailing market price. To participate in the dividend reinvestment
feature you must hold a minimum of 25 shares.
OPTIONAL CASH PURCHASES
You can buy common stock without paying fees or commissions if you are a
participant in the Plan. You can make monthly investments from $50, up to a
maximum of $10,000 and you can either pay by check or have your payment
automatically deducted from your bank account. In certain instances, however,
Anadarko may permit greater optional cash purchases.
CONVENIENT SHARE SALES
You can sell common stock and pay fees lower than those typically charged by
stockbrokers for small transactions.
FULL INVESTMENT
Full investment of your funds is possible because you will be credited with both
whole shares and fractional shares. Dividends will be paid not only on whole
shares but also proportionately on fractional shares.
SHARE SAFEKEEPING
You can deposit your common stock certificates with the Administrator for
safekeeping, at no cost to you. You can request withdrawal of any or all of your
whole shares of common stock. A certificate for those shares will be sent to
you, free of charge.
GIFTS AND OTHER SHARE TRANSFERS
You can make gifts to others of common stock.
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TRANSACTION REPORTING
You will receive a notice after each transaction showing the details and the
share balance in your Plan account.
PLAN ADMINISTRATOR
The Chase Manhattan Bank is the Plan Administrator. ChaseMellon Shareholder
Services, L.L.C., a registered transfer agent, will provide certain
administrative support to the Administrator.
TERMS AND CONDITIONS OF THE PLAN
1. CAN I PARTICIPATE IN THE PLAN?
If you already own common stock and the shares are registered in your name, you
may participate immediately. If your shares are held for you in a brokerage
account, you may make arrangements with your stockbroker to have some or all of
the shares of common stock registered directly in your name. If you do not
currently own any common stock, you can participate by making an initial
investment in common stock through the Plan. Please see Question 7 for details
regarding an initial investment.
If you live outside the U.S., you should first determine if there are any laws
or governmental regulations that would prohibit your participation in the Plan.
Anadarko reserves the right to terminate participation of any stockholder if it
deems it advisable under any foreign laws or regulations.
Anadarko may aggregate all dividend reinvestments and optional cash purchases
for participants with more than one account using the same social security or
taxpayer identification number. For participants unable to supply a social
security or taxpayer identification number, Anadarko may limit their
participation to only one Plan account.
2. HOW DO I GET STARTED?
You can get started in the Plan by completing the enclosed Enrollment Form along
with the items required and mailing them to the Administrator in the reply
envelope. Your participation will begin after the Enrollment Form is received.
Once you have enrolled, your participation continues automatically, as long as
you wish.
3. HOW DO I REINVEST DIVIDENDS?
You must have at least 25 shares registered in your name in order to participate
in the dividend reinvestment feature of the Plan. You can choose to reinvest all
or a portion of the cash dividends paid on shares of common stock you own in
additional shares of common stock. If the number of shares registered in your
name falls below 25 shares, you will receive a check for the full amount of any
dividend. You may change your election at any time by writing to the
Administrator. To be effective with respect to a particular dividend, any such
change must be received by the Administrator on or before the record date for
that dividend.
If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form:
FULL DIVIDEND REINVESTMENT: You may purchase additional shares of common
stock by reinvesting all of your cash dividends if you have at least 25
shares registered in your name.
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PARTIAL DIVIDEND REINVESTMENT: You may purchase additional shares of common
stock by reinvesting some of your dividends and receive the balance of your
dividends in cash. If you choose to reinvest less than all of your
dividends, you must specify the percent of shares on which dividends will
be reinvested. The percentage of your shares specified to be reinvested
must total the dividend amount you would receive on at least 25 shares.
You may, of course, choose not to reinvest your dividends, in which case the
Administrator will remit all dividends to you by check.
4. WHEN ARE DIVIDENDS REINVESTED?
If you have chosen the dividend reinvestment feature, the Administrator will
invest dividends in additional shares of common stock purchased on the open
market or directly from Anadarko as promptly as practicable, on or after the
dividend payment date, normally within one week. Additional shares purchased
with dividends will be purchased at a 5% discount from the prevailing market
price. In the unlikely event that, due to unusual market conditions, the
Administrator is unable to invest the funds within 30 days, the Administrator
will remit the funds to you by check. No interest will be paid on funds held by
the Administrator pending investment.
5. WHAT IS THE SOURCE OF SHARES TO BE PURCHASED UNDER THE PLAN?
All dividends reinvested through the Plan and all optional cash purchases will
be used to purchase either newly issued shares directly from Anadarko, shares on
the open market or a combination thereof. Shares purchased directly from
Anadarko will consist of treasury shares or authorized but unissued shares of
common stock.
6. AT WHAT PRICE WILL SHARES BE PURCHASED?
Dividend reinvestment purchases by the Administrator:
- in the open market will be at 95% of the average price per share of
shares purchased. Anadarko will pay all discount amounts and trading fees
in connection with open market purchases.
- from Anadarko will be at 95% of the average of the daily high and low
sales price quoted on the New York Stock Exchange (the "NYSE") Composite
Transactions listing on the date the shares are purchased.
Optional cash purchases of $10,000 or less by the Administrator:
- in the open market will be at 100% of the average per share price of
shares purchased. Anadarko will pay all trading fees in connection with
open market purchases.
- from Anadarko will be at 100% of the average of the daily high and low
sales price quoted on the NYSE Composite Transactions listing on the date
the shares are purchased.
Initial investment purchases by the Administrator:
- in the open market will be at 100% of the average per share price of
shares purchased. Anadarko will pay all trading fees in connection with
open market purchases.
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- from Anadarko will be at 100% of the average of the daily high and low
sales price quoted on the NYSE Composite Transactions listing on the date
the shares are purchased.
7. HOW DO I MAKE AN INITIAL INVESTMENT?
If you do not own common stock in a Plan account, you can make an initial cash
investment for as little as $1,000, but your initial cash investment can not
exceed $120,000. In certain instances, however, Anadarko may permit greater
initial investments. Simply complete the Enrollment Form and submit it with your
check. Only checks made payable to the Chase Manhattan Bank will be accepted. No
third party checks will be accepted.
8. HOW DO I MAKE OPTIONAL CASH PURCHASES?
If you already own common stock and are enrolled in the Plan and want to make
additional purchases, you can send a check to the Administrator for each
purchase. Attach your check to the contribution form on your statement and mail
it to the address specified on the statement. Or, if you wish to make regular
monthly purchases, you may authorize automatic monthly deductions from your bank
account. This feature enables you to make ongoing investments in an amount that
is comfortable for you, without having to write a check. Additional cash
purchases are subject to a monthly minimum purchase requirement of $50 and a
maximum purchase limit of $10,000. In certain instances, however, Anadarko may
permit greater optional cash purchases.
Also for the purpose of such limitations, all Plan accounts that Anadarko
believes to be under common control or management or to have common ultimate
beneficial ownership may be aggregated. Unless Anadarko has determined that
reinvestment of dividends and optional cash purchases for each such account
would be consistent with the purposes of the Plan, Anadarko will have the right
to aggregate all such accounts and to return, without interest, within 30 days
of receipt, any amounts in excess of the investment limitations applicable to a
single account received in respect of all such accounts.
9. WHEN WILL SHARES BE PURCHASED?
The Administrator will invest initial and optional cash purchases by a
stockholder of $10,000 or less per month in whole and fractional shares
purchased on the open market or directly from Anadarko as promptly as
practicable, but at least once each week. In the unlikely event that, due to
unusual market conditions, the Administrator is unable to invest the funds
within 35 days, the Administrator will return the funds to you by check. No
interest will be paid on funds held by the Administrator pending investment.
Please read Question 10 for optional cash purchases of more than $10,000.
10. HOW DO I MAKE OPTIONAL CASH PURCHASES OVER THE MAXIMUM MONTHLY AMOUNT?
Optional cash purchases in excess of $10,000 per month may be made only pursuant
to a Request for Waiver accepted by Anadarko. If you wish to make an optional
cash purchase in excess of $10,000 for any month you must obtain the prior
written approval of Anadarko and a copy of such written approval must accompany
any such optional cash purchase. A Request for Waiver should be directed to
Anadarko via facsimile at (281) 874-3264. ANADARKO HAS SOLE DISCRETION TO GRANT
ANY APPROVAL FOR OPTIONAL CASH PURCHASES IN EXCESS OF THE ALLOWABLE MAXIMUM
AMOUNT. In deciding whether to approve a Request for Waiver, Anadarko will
consider relevant factors including, but not
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limited to, (a) whether the Plan is then acquiring newly issued shares directly
from Anadarko or acquiring shares in the open market or in privately negotiated
transactions from third parties, (b) Anadarko's need for additional funds, (c)
the attractiveness of obtaining such additional funds through the sale of common
stock as compared to other sources of funds, (d) the purchase price likely to
apply to any sale of common stock, (e) the stockholder submitting the request,
(f) the extent and nature of such stockholder's prior participation in the Plan,
(g) the number of shares of common stock held of record by such stockholder and
(h) the aggregate number of optional cash purchases in excess of $10,000 for
which Requests for Waiver have been submitted by all stockholders. If Requests
for Waiver are submitted for any month for an aggregate amount in excess of the
amount Anadarko is then willing to accept, Anadarko may honor such requests in
order of receipt, pro rata or by any other method that Anadarko determines to be
appropriate. With regard to optional cash purchases made pursuant to a Request
for Waiver, the Plan does not provide for a predetermined maximum limit on the
amount that a stockholder may invest or on the number of shares that may be
purchased.
11. WHAT ADDITIONAL PROVISIONS APPLY TO OPTIONAL CASH PURCHASES MADE PURSUANT TO
A REQUEST FOR WAIVER?
Optional cash purchases made pursuant to a Request for Waiver will be applied to
the purchase of shares of common stock as soon as practicable on or after the
first calendar day of the month (the "Investment Date"). However, if the first
calendar day falls on a date when the NYSE is closed, the Investment Date will
be the first day following such date on which the NYSE is open. Optional cash
purchases made pursuant to a Request for Waiver will be acquired at a price
equal to the average of the daily high and low sales prices computed up to seven
decimal places, if necessary, of the common stock as reported on the NYSE for
the five Trading Days (as defined below) immediately preceding the applicable
Investment Date. A "Trading Day" means a day on which trades in common stock are
reported on the NYSE. The period encompassing the first five Trading Days
immediately preceding the next following Investment Date constitutes the
relevant "Pricing Period." The Administrator will apply all optional cash
purchases for which good funds are received on or before the first business day
before the Pricing Period to the purchase of shares of common stock as soon as
practicable on or after the next following Investment Date.
THRESHOLD PRICE. Anadarko may establish for a Pricing Period a minimum price
(the "Threshold Price") applicable to optional cash purchases made pursuant to a
Request for Waiver. At least three business days prior to the first day of the
applicable Pricing Period, Anadarko will determine whether to establish a
Threshold Price, and if the Threshold Price is established, its amount, and will
so notify the Administrator. This determination will be made by Anadarko in its
discretion after a review of current market conditions, the level of
participation in the Plan, and current and projected capital needs.
If established for any Pricing Period, the Threshold Price will be stated as a
dollar amount that the average of the high and low sale prices of the common
stock on the NYSE for each Trading Day of the relevant Pricing Period must equal
or exceed. In the event that the Threshold Price is not satisfied for a Trading
Day in the Pricing Period, then that Trading Day will be excluded from the
Pricing Period and all trading prices for that day will be excluded from the
determination of the Purchase Price. A day will also be excluded if no trades of
common stock are made on the NYSE for that day. For example, if the Threshold
Price is not satisfied for one of the five Trading Days in a
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Pricing Period, then the purchase price will be based upon the remaining four
Trading Days in which the Threshold Price was satisfied.
In addition, a portion of each optional cash purchase will be returned for each
Trading Day of a Pricing Period in which the Threshold Price is not satisfied or
for each day in which no trades of common stock are reported on the NYSE. The
returned amount will equal one-fifth of the total amount of such optional cash
purchase (not just the amount exceeding $10,000) for each Trading Day that the
Threshold Price is not satisfied. For example, if the Threshold Price is not
satisfied or no such sales are reported for one of the five Trading Days in a
Pricing Period, 1/5 (or 20%) of such optional cash purchase will be returned
without interest.
The establishment of the Threshold Price and the possible return of a portion of
the investment apply only to optional cash purchases made pursuant to a Request
for Waiver. Setting a Threshold Price for a Pricing Period shall not affect the
setting of a Threshold Price for any subsequent Pricing Period. For any
particular month, Anadarko may waive its right to set a Threshold Price. Neither
Anadarko nor the Administrator shall be required to provide any written notice
as to the Threshold Price for any Pricing Period. You may ascertain whether a
Threshold Price has been set or waived for any given Pricing Period by
telephoning Anadarko at (281) 873-3900.
WAIVER DISCOUNT. Each month, at the same time the Threshold Price is determined,
Anadarko may establish a discount from the market price applicable to optional
cash purchases made pursuant to a Request for Waiver. Such discount (the "Waiver
Discount") may be between 0% and 3% of the purchase price and may vary each
month. The Waiver Discount will be established at Anadarko's sole discretion
after a review of current market conditions, the level of participation in the
Plan, the attractiveness of obtaining such additional funds through the sale of
common stock as compared to other sources of funds and current and projected
capital needs. You may obtain the maximum Waiver Discount, if any, applicable to
the next month by telephoning Anadarko at (281) 873-3900. Setting a Waiver
Discount for a particular month shall not affect the setting of a Waiver
Discount for any subsequent month. The Waiver Discount will apply only to
optional cash purchases of more than $10,000. The Waiver Discount will apply to
the entire optional cash purchase and not just the portion of the optional cash
purchase that exceeds $10,000. Anadarko reserves the right to establish in the
future, a discount from the market price for optional cash purchases of $10,000
or less.
Please see the enclosed card for the applicable dates.
12. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
No, because the Plan provides for share safekeeping. For your convenience, the
Administrator will maintain shares purchased under the Plan in your name in non-
certificated form. You may, however, request a stock certificate from the
Administrator at any time, free of charge.
13. WHAT IS SAFEKEEPING?
Shares of common stock that you buy under the Plan will be maintained in your
Plan account for safekeeping. If you own common stock in certificate form, you
may deposit your certificates for those shares with the Administrator, free of
charge. Certificates forwarded to the Administrator by registered mail will
automatically be covered by an Administrator blanket bond up to the first
$100,000 of value. Safekeeping protects your shares against loss, theft or
accidental destruction. Safekeeping also provides a
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convenient way for you to keep track of your shares. Only shares held in
safekeeping may be sold through the Plan.
14. CAN I GET CERTIFICATES IF I WANT THEM?
Yes. If you should ever want a stock certificate for all or a portion of the
whole shares of common stock in your Plan account, the Administrator will send
one to you, upon your written request, within two days of the receipt of your
instructions. Please allow up to seven days for the certificate to reach you.
15. HOW CAN I TRANSFER OR GIVE GIFTS OF SHARES?
You may transfer or give gifts of common stock to anyone you choose by
contacting the Administrator and requesting a Gift/Transfer Form. After the
transfer or purchase is completed, upon your request, the Administrator will
send you a non-negotiable gift announcement, which you can present to the
recipient. A notice indicating the deposit of common stock will be forwarded to
the recipient.
16. HOW DO I SELL SHARES?
You can sell shares in your Plan account or other eligible book entry shares at
any time by contacting the Administrator. The Administrator will record sales
orders on the date of receipt, and process them, when practicable, but at least
once each week. The Administrator will send you a check for the proceeds of the
sale less any applicable fees and any required tax withholdings. Please see
"Plan Service Fees" on the enclosed card.
17. WHAT ARE THE COSTS?
There is no fee for enrolling in the Plan. Participation is voluntary and you
may discontinue your participation at any time. However, there are fees
associated with the selling of shares. Please see "Plan Service Fees" on the
enclosed card.
18. HOW CAN I VOTE MY SHARES?
You will receive proxy material for all shares, full and fractional, in your
Plan account. The proxy will be voted in accordance with your direction. If you
do not return the proxy card or if you return it unsigned, none of your shares
will be voted.
19. IF ANADARKO HAS A RIGHTS OFFERING RELATED TO THE COMMON STOCK, HOW WILL A
STOCKHOLDER'S ENTITLEMENT BE COMPUTED?
Your entitlement in a rights offering related to the common stock will be based
upon the number of whole shares credited to your Plan account. Rights based on a
fraction of a share credited to your Plan account will be sold for that account
and the net proceeds will be invested as an optional cash purchase on the next
investment date. In the event of a rights offering, transaction processing may
be curtailed or suspended by the Administrator for a short period of time
following the record date for such action to permit the Administrator to
calculate the rights allocable to each account.
20. WHAT PROVISIONS ARE MADE FOR NON-U.S. RESIDENTS?
Cash investments from non-U.S. residents must be in United States currency and
will be invested in the same manner as investments from other stockholders. Each
stockholder is responsible for reviewing the applicable laws of his or her
country of residence
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prior to investing in common stock. All dividends will be subject to withholding
under the terms of any applicable tax treaty provisions.
21. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
The Administrator will send you a transaction notice confirming the details of
each transaction you make. If you continue to participate in the Plan, but have
no transactions, the Administrator will send you an annual statement after the
end of the year detailing the status of your holdings of common stock in your
Plan account.
22. WHAT ABOUT TAXES?
You are responsible for any taxes which may be payable on dividends reinvested
under the Plan. Additionally, under current tax regulations, your pro-rata
portion of the trading fees paid by Anadarko to purchase shares in the open
market, any purchase discounts and certain expenses paid to administer the Plan
generally, will be considered taxable income to you. The Administrator will send
a Form 1099-DIV to you and the Internal Revenue Service after each year-end,
reporting all dividend income you received during the year on your common stock.
If you sell shares through the Plan, the Administrator will send a Form 1099-B
to you and the Internal Revenue Service after each year-end, showing the total
proceeds of the transactions. We recommend that you keep your transaction
statements for record keeping and tax purposes. IRS regulations are subject to
change and you should consult with your tax advisor with respect to the tax
treatment of dividends reinvested under the Plan.
23. HOW WOULD I TERMINATE MY PARTICIPATION?
You may withdraw entirely from the Plan merely by giving written notice of
termination to the Administrator. Upon termination, you will receive a
certificate for the whole shares held for you under the Plan and a check for any
fractional shares based on the current market value less any applicable sale
fees. Thereafter, future dividends will be sent directly to you by check.
Alternatively, if you so direct, the Administrator will sell all whole and
fractional shares in your Plan account and send you a check for the proceeds
less any applicable fees. The Administrator should receive termination notices
no later than four days prior to a dividend record date to avoid the
reinvestment of the current dividend or any possible delay in receipt of your
shares and/or cash. If your Plan account balance falls below one full share, the
Administrator reserves the right to liquidate the fraction and remit the
proceeds, less any applicable fees, to you at your address of record.
24. ARE THERE ANY RISKS ASSOCIATED WITH THE PLAN?
Your investment in shares purchased under the Plan is no different from any
investment in shares you hold directly. Neither Anadarko nor the Administrator
can assure a profit or protect you against a loss on shares purchased. You bear
the risk of loss and enjoy the benefits of any gain from market price changes
with respect to shares purchased under the Plan.
25. CAN THE PLAN BE AMENDED, MODIFIED, SUSPENDED OR TERMINATED?
Anadarko reserves the right to amend, modify, suspend or terminate the Plan at
any time. You will receive written notice of any such amendment, modification,
suspension or termination. Anadarko and the Administrator also reserve the right
to change any administrative procedures of the Plan.
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WHAT ARE THE RESPONSIBILITIES OF ANADARKO AND THE ADMINISTRATOR?
Neither Anadarko nor the Administrator will be liable for any act they do in
good faith or for any good faith omission to act.
The payment of dividends is at the discretion of the Anadarko Board of Directors
and will depend upon future earnings, the financial condition of Anadarko and
other factors. The Board may change the amount and timing of dividends at any
time without notice.
27. WHAT IF I HAVE QUESTIONS ABOUT THE PLAN?
Any questions you have about buying or selling shares or any other services
offered by the Plan, should be directed to the Administrator at its toll-free
number:
1-888-470-5786
A customer service representative will assist you. Once enrolled, you may also
use the Administrator's automated voice response system, which will furnish
information regarding your account - for example, the number of shares held in
the Plan, amount of last dividend check or the closing stock price. Employees of
the Administrator are not permitted to give any opinions on the merits of any
security or class of securities. You may also write to the Administrator at the
following address:
Chase Manhattan Bank
c/o ChaseMellon Shareholder Services, L.L.C.
P. O. Box 3338
South Hackensack, New Jersey 07606-1938
Be sure to include your name, address, account key and daytime phone number on
all correspondence.
NOTE: THIS PLAN IS DESIGNED FOR THE LONG-TERM INVESTOR AND DOES NOT AFFORD THE
SAME FLEXIBILITY AS A STOCKBROKER ACCOUNT.
Anadarko has appointed Chase Manhattan Bank as Administrator for the Plan.
Securities held by the Administrator in your Plan account are not subject to
protection under the Securities Investor Protection Act of 1970. The
Administrator may use, and commissions may be paid to a broker-dealer that is
affiliated with the Administrator. Investors must make independent investment
decisions based upon their own judgment and research.
10
<PAGE> 12
WHERE YOU CAN FIND MORE INFORMATION
GENERAL
Anadarko files annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any documents we have filed at
the SEC's Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a Web site
at http://www.sec.gov that contains reports, proxy and other information
regarding the Company. In addition, copies of such reports and other information
concerning the Company may also be inspected and copied at the library of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we have previously
filed with them. Incorporation by reference means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all the common stock covered by
this Prospectus.
Form 8-A, filed on September 4, 1986, for registration of common stock.
Form 8-A, filed on October 5, 1988, for registration of Series A Preferred Stock
Purchase Rights.
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
Form 8-K, filed on May 1, 1998.
Form 8-K, filed on May 7, 1998, which contains the Certificate of Designation
for the 5.46% Cumulative Preferred Stock, Series B.
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
Form 10-K/A, dated June 26, 1998, which contains the Annual Report of the
Anadarko Employee Savings Plan on Form 11-K.
This prospectus is part of a registration statement that we filed with the SEC.
You may request a copy of these filings, at no cost, by writing us or phoning us
at:
Corporate Secretary
Anadarko Petroleum Corporation
17001 Northchase Drive
Houston, Texas 77060-2141
281/875-1101
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of those documents.
11
<PAGE> 13
THE COMPANY
The Company is one of the world's largest independent oil and gas exploration
and production companies. As of December 31, 1997, about 74 percent of the
Company's proved reserves were located in the U.S., primarily in the
mid-continent (Kansas, Oklahoma and Texas) area, offshore in the Gulf of Mexico
and in Alaska. At year-end 1997, all of the Company's production was in the U.S.
The Company also owns and operates gas gathering assets in its U.S. core
producing areas. Internationally, the Company is exploring for and developing
crude oil reserves in Algeria's Sahara Desert. The Company's production from the
Algeria venture began in May 1998. The Company is also participating in other
exploration projects in Eritrea, Jordan, Peru, the North Atlantic Margin and
Tunisia.
USE OF PROCEEDS
The Company intends to use the proceeds of the sale of any newly issued or
treasury shares of common stock under the plan for general corporate purposes.
Since the price of the shares of common stock offered under the plan is based on
future market prices, the Company is unable to make an advance determination of
the price at which shares of common stock will be sold to plan participants or
the proceeds of such sale.
DESCRIPTION OF CAPITAL STOCK AND
RESTATED CERTIFICATE OF INCORPORATION
GENERAL
Under the Company's Restated Certificate of Incorporation, the Company is
authorized to issue (i) 200,000,000 shares of common stock, and (ii) 2,000,000
shares of preferred stock.
COMMON STOCK
Holders of the common stock are entitled to one vote per share on all matters to
be voted on by stockholders and are entitled, subject to any preferential rights
of holders of preferred stock, to receive such dividends, if any, as may be
declared from time to time by the Board in its discretion. Upon any liquidation
or dissolution of the Company, the holders of the common stock are entitled,
subject to any preferential rights of holders of preferred stock, to receive pro
rata all assets remaining available for distribution to stockholders after
payment of all liabilities. The vote of the holders of a majority of the common
stock is required for any action by the stockholders of the Company, except as
described under "Restated Certificate of Incorporation" below. The Company's
eight member Board is divided into three classes of directors serving staggered
three-year terms. The Company's common stock is listed on the NYSE under the
symbol "APC".
PREFERRED STOCK
Preferred stock generally provides for particular rights, preferences and
privileges which are not provided to holders of common stock. The Board is
authorized to issue shares of preferred stock in one or more series and to
determine the particular rights,
12
<PAGE> 14
preferences and privileges of any series. Preferences and rights established by
the Board could have the effect of impeding a change in control of the Company.
The Company has outstanding Series A Junior Participating Preferred Stock
pursuant to the Rights Agreement described below. The Company also has
outstanding 200,000 shares of 5.46% Series B Cumulative Preferred Stock. The
Series B Preferred Stock has no stated maturity and is not subject to a sinking
fund or mandatory redemption. The Company may redeem the Series B Preferred
Stock at anytime after May 14, 2008. Holders of the Series B Preferred Stock are
entitled to receive, when, and as declared by the Board cumulative cash
dividends at an annual rate of $54.60 per share.
RESTATED CERTIFICATE OF INCORPORATION
Below is a brief summary of your rights as a holder of the Company's common
stock. You can find a complete description of these rights in the Company's
Restated Articles of Incorporation. See "Where You Can Find More Information."
We pay dividends on common stock when declared by the Board. However, dividends
due on preferred stock must be paid before paying common stock dividends.
Holders of common stock are entitled to one vote per share on all matters on
which shareholders vote. They have unlimited and exclusive voting rights except
as noted below. Cumulative voting for the election of Directors is not permitted
unless a person becomes the beneficial owner of 30% or more of the voting stock
of the Company or at any time within the two-year period immediately prior to
the date in question was the beneficial owner of 30% or more of the voting stock
of the Company.
The following transactions require the approval of at least 80% of the
outstanding shares of common stock:
1. any merger, consolidation or proposal for the liquidation or dissolution
of the Company;
2. transactions that involve commitments of $25,000,000 or more, or
constitute 5% of the book value of the total assets or 5% of the
stockholders' equity;
3. any amendment to the by-laws; or
4. any transaction that increases the proportionate shares of any capital
stock, any securities convertible into capital stock or into equity
securities of any subsidiary of the Company that is owned by any person
who is or has been the owner of 5% or more of the votes entitled to be
cast by the holders of all outstanding shares of voting stock.
If any of the transactions described above have been approved by a majority of
the directors who are not representatives of a 5% owner, the 80% affirmative
vote is not required. In addition, the 80% affirmative vote is not required for
transactions where the consideration to be received per share by holders of the
common stock and any preferred stock is equal to the highest amount determined
under clause 1, 2 and 3 below:
1. the highest per share price, if any, paid by or on behalf of a 5% holder
(a) within the three-year period immediately prior to the first public
an-
13
<PAGE> 15
nouncement of the transaction; or (b) when the holder reached the 5%
threshold;
2. the fair market value per share on the announcement date or when the
holder reached the 5% threshold, whichever is higher; and
3. the highest preferential amount per share, if any, to which class of
shareholders would be entitled in the event of liquidation, dissolution
or winding up of the affairs of the Company.
If the Company fails to pay dividends on the preferred stock for six quarterly
dividends the number of Company directors will be increased by two and the
holders of the Series B Preferred Stock will be entitled to elect the two
directors to fill the newly created directorships.
The affirmative vote of 66 2/3% of the outstanding Series B Preferred Stock is
required to:
1. amend the Restated Certificate of Incorporation if the amendment will
adversely affect the powers, preferences, privileges or rights of the
Series B Preferred Stock; or
2. create any shares of stock ranking prior to the Series B Preferred
Stock.
If the Company is liquidated, the holders of the Series B Preferred Stock will
be entitled to receive out of the assets of the Company an amount equal to
$1,000 per share plus the sum of all accrued and unpaid dividends before any
payments are made to common stock holders.
LEGAL MATTERS
J. Stephen Martin, the Company's Vice President and General Counsel, will issue
an opinion regarding certain legal matters in connection with the common stock
offered pursuant to this prospectus.
EXPERTS
The consolidated financial statements of Anadarko Petroleum Corporation and
subsidiaries as of December 31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997 incorporated by reference in the
prospectus have been incorporated herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as experts in accounting
and auditing.
14
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses which will be paid by the Company are as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 5,895
Accounting Fees and Expenses................................ 5,000
Stock Exchange Listing Fees................................. 1,500
Legal Fees and Expenses..................................... 2,000
Printing and Engraving...................................... 15,000
Miscellaneous............................................... 500
-------
TOTAL............................................. $29,895
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for
indemnification of officers and directors under certain conditions.
Article IX of the By-Laws of the Company provides for indemnification of
officers and directors to the fullest extent which may be provided by a by-law
under applicable law.
The Company maintains insurance for officers and directors of the
Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, under insurance policies, the premiums of which are paid
by the Company. The effect of these is to indemnify any officer or director of
the Registrant against expenses, judgments, attorney's fees and other amounts
paid in settlements incurred by an officer or director upon a determination that
such person acted in good faith.
ITEM 16. EXHIBITS.
Exhibits not incorporated by reference to a prior filing are designated by
an asterisk (*) and are filed herewith; all exhibits not so designated are
incorporated by reference to a prior filing as indicated.
<TABLE>
<C> <S>
(4) -- (a) Restated Certificate of Incorporation of the Company,
dated August 28, 1986 (originally filed as Exhibit
19(a)(i) to Form 10-Q for quarter ended September 30,
1986, File No. 1-8968).
(b) Rights Agreement, dated as of October 4, 1988, between
the Company and Manufacturers Hanover Trust Company
(originally filed as Exhibit 4 to Form 8-K, dated
October 5, 1988, File No. 1-8968).
(c) By-laws of Anadarko Petroleum Corporation, as amended
(originally filed as Exhibit 3(b) to Form 10-Q for the
quarter ended June 30, 1996, File No. 1-8968).
(d) Certificate of Designation of Anadarko Petroleum
Corporation 200,000 shares of 5.46% Cumulative Preferred
Stock, Series B (originally filed as Exhibit 4(a) to
Form 8-K dated May 6, 1998, File No. 1-8968).
(5) -- Opinion of Counsel to the Company.**
(23) -- (a) Consent of Counsel to the Company (included in
Exhibit 5).
(b) Consent of KPMG Peat Marwick LLP.**
(24) -- Powers of Attorney.**
(99) -- Additional Materials to be mailed with the Company's
Dividend Reinvestment and Stock Purchase Plan
Prospectus.**
</TABLE>
- ---------------
* Filed herewith
** Previously filed
II-1
<PAGE> 17
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-2
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED IN THE CITY OF HOUSTON, AND STATE OF TEXAS, ON THE 21ST DAY OF
OCTOBER, 1998.
ANADARKO PETROLEUM CORPORATION
By ROBERT J. ALLISON, JR.*
------------------------------------
Robert J. Allison, Jr.,
Chairman of the Board, President
and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 21ST DAY OF OCTOBER, 1998:
<TABLE>
<CAPTION>
SIGNATURE TITLE
<C> <C> <S> <C>
(I) PRINCIPAL EXECUTIVE OFFICER:*
ROBERT J. ALLISON, JR. Chairman of the Board, President
--------------------------------------------------- and Chief
Robert J. Allison, Jr. Executive Officer
(II) PRINCIPAL FINANCIAL OFFICER:*
MICHAEL E. ROSE Senior Vice President,
--------------------------------------------------- Finance and Chief
Michael E. Rose Financial Officer
(III) PRINCIPAL ACCOUNTING OFFICER:*
JAMES R. LARSON Vice President and Controller
---------------------------------------------------
James R. Larson
(IV) DIRECTORS:*
ROBERT J. ALLISON, JR.
---------------------------------------------------
Robert J. Allison, Jr.
CONRAD P. ALBERT
---------------------------------------------------
Conrad P. Albert
LARRY BARCUS
---------------------------------------------------
Larry Barcus
RONALD BROWN
---------------------------------------------------
Ronald Brown
JAMES L. BRYAN
---------------------------------------------------
James L. Bryan
</TABLE>
II-3
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE
<C> <C> <S> <C>
JOHN R. BUTLER, JR.
---------------------------------------------------
John R. Butler, Jr.
JOHN R. GORDON
---------------------------------------------------
John R. Gordon
JOHN N. SEITZ
---------------------------------------------------
John N. Seitz
</TABLE>
* Signed on behalf of the registrant and each of these persons:
By SUZANNE SUTER
---------------------------------
(Suzanne Suter, Attorney-in-Fact)
II-4
<PAGE> 20
INDEX TO EXHIBIT
<TABLE>
<C> <S>
(4) -- (a) Restated Certificate of Incorporation of the Company,
dated August 28, 1986 (originally filed as Exhibit
19(a)(i) to Form 10-Q for quarter ended September 30,
1986, File No. 1-8968).
(b) Rights Agreement, dated as of October 4, 1988, between
the Company and Manufacturers Hanover Trust Company
(originally filed as Exhibit 4 to Form 8-K, dated
October 5, 1988, File No. 1-8968).
(c) By-laws of Anadarko Petroleum Corporation, as amended
(originally filed as Exhibit 3(b) to Form 10-Q for the
quarter ended June 30, 1996, File No. 1-8968).
(d) Certificate of Designation of Anadarko Petroleum
Corporation 200,000 shares of 5.46% Cumulative Preferred
Stock, Series B (originally filed as Exhibit 4(a) to
Form 8-K dated May 6, 1998, File No. 1-8968).
(5) -- Opinion of Counsel to the Company.**
(23) -- (a) Consent of Counsel to the Company (included in Exhibit
5).
(b) Consent of KPMG Peat Marwick LLP.**
(24) -- Powers of Attorney.**
(99) -- Additional Materials to be mailed with the Company's
Dividend Reinvestment and Stock Purchase Plan
Prospectus.**
</TABLE>
- ---------------
* Filed herewith
** Previously filed
