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As filed with the Securities and Exchange Commission on May 12, 1999
Registration No. 333-
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ANADARKO PETROLEUM CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 76-0146568
(State or jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
17001 Northchase Drive
Houston, Texas 77060-2141
(281) 875-1101
(Address of principal executive offices)
1999 STOCK INCENTIVE PLAN
(Full title of the Plan)
J. Stephen Martin, Esq.
Vice President and General Counsel
17001 Northchase Drive
Houston, Texas 77060-2141
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (281) 875-1101
CALCULATION OF REGISTRATION FEE
Title of Shares Proposed Proposed Amount of
Securities to be to be Maximum Maximum Registration
Registered Registered (1) Offering Price Aggregate Fee
per Share (2) Offering Price
Common Stock, par
value $0.10 per
share, and Rights 4,000,000 $38.9375 $155,750,000 $43,299
attached thereto
(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended, solely for the purpose of computing the registration
fee, based upon the closing price of the securities being registered
hereby on the NYSE on May 7, 1999.
________________________
Page 1 of 9 Pages
Exhibit Index appears on Page 6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
The SEC allows the Company to incorporate by reference the
information the Company has previously filed with them.
Incorporation by reference means that the Company 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 the Company files
with the SEC will automatically update and supersede this
information. The Company incorporates 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 all of the common stock covered by this Prospectus is issued.
Registration Statement on Form 8-A, filed on September 4, 1986,
for registration of common stock.
Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
Form 8-K filed on April 30, 1999.
Item 4. Description Of Securities
Not applicable.
Item 5. Interests Of Named Experts And Counsel
Not applicable.
Item 6. Indemnification Of Directors And Officers
Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its
certificate of incorporation to eliminate or limit the personal
liability of a director for violations of the director's fiduciary
duty, except (i) for breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to section 174 of the DGCL
(providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which a director derived an improper personal
benefit. The Company's restated certificate of incorporation
eliminates the liability of directors to the fullest extent
permitted by Delaware law.
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Reference is made to section 145 of the DGCL which provides that
a corporation may indemnify directors and officers as well as other
employees and agents against expenses (including attorney fees),
judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation (a "derivative action")) if they act in
good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification only
extends to expenses (including attorney fees) incurred in connection
with defense or settlement of such action, and the statute requires
court approval before there can be indemnification that may be
granted by a corporation's charter, by-laws, disinterested director
vote, stockholder vote, agreement or otherwise. The Company's
restated certificate of incorporation provides for the
indemnification of its directors, officers, employees and agents to
the fullest extent permitted by Delaware Law.
In addition, the Company has purchased and maintains directors'
and officers' liability insurance.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Exhibit
4(a) Restated Certificate of Incorporation of the Company.
(Originally filed as Exhibit 19(a)(i) to the Form 10-Q
for quarter ended September 30, 1986, File No. 1-8968).
4(b) By-laws of the Company. (Originally filed as
Exhibit 3 (b) to the Form 10-Q for quarter ended June
30, 1996, File No. 1-8968).
4(c) 1999 Stock Incentive Plan (Originally filed as an
Exhibit to the definitive 14A Proxy Statement, filed
March 11, 1999, File No. 1-8968).
5 Opinion of Counsel regarding legality of securities
being registered.*
23(a) Consent of Counsel to the Company (included in Exhibit 5).
23(b) Consent of KPMG LLP.*
24 Powers of Attorney (included on the signature page of
this registration statement).*
* Filed herewith
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Item 9. Undertakings
(a) The Company 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 this 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 this Registration
Statement; and,
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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 SEC by the Company pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by reference
into this 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; and,
(4) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's Annual Report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) 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.
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(b) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers or controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Company 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Houston,
State of Texas, on this 12th day of May 1999.
ANADARKO PETROLEUM CORPORATION
By: ROBERT J. ALLISON, JR. *
Robert J. Allison, Jr.
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities indicated on the 12th day of May, 1999.
Signatures Title
(i) Principal executive officer:*
ROBERT J. ALLISION, JR. Chairman of the Board and
Robert J. Allison, Jr. Chief Executive Officer
(ii) Principal financial officer:*
MICHAEL E. ROSE Senior Vice President, Finance and
Michael E. Rose Chief 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
JOHN R. BUTLER, JR.
John R. Butler, Jr.
JOHN R. GORDON
John R. Gordon
JOHN N. SEITZ
John N. Seitz
*Signed on behalf of the Company and each of these persons:
By: SUZANNE SUTER
(Suzanne Suter, Attorney-in-Fact)
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EXHIBIT INDEX
4(a) Restated Certificate of Incorporation of the Company.
(Originally filed as Exhibit 19(a)(i) to the Form 10-Q
for quarter ended September 30, 1986, File No. 1-8968).
4(b) By-laws of the Company. (Originally filed as Exhibit
3 (b) to the Form 10-Q for quarter ended June 30,
1996, File No. 1-8968).
4(c) 1998 Stock Incentive Plan (Originally filed as an
Exhibit to the definitive 14A Proxy Statement, filed
March 11, 1999, File No. 1-8968).
5 Opinion of Counsel regarding legality of securities
being registered.*
23(a) Consent of Counsel to the Company (included in Exhibit 5).
23(b) Consent of KPMG LLP.*
24 Powers of Attorney (included on the signature page of
this registration statement).*
* Filed herewith
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EXHIBIT 5
[VICE PRESIDENT AND GENERAL COUNSEL LETTERHEAD]
May 12, 1999
Anadarko Petroleum Corporation
17001 Northchase Drive
Houston, Texas 77060
Gentlemen:
I am Vice President and General Counsel of Anadarko
Petroleum Corporation, a Delaware corporation (the "Company") and
in that capacity have acted as counsel for the Company in the
preparation of the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, with respect to the
contemplated issuance by the Company of up to 4,000,000 shares of
the Company's common stock, par value $0.10 per share ("Common
Stock") under the Company's 1998 Stock Incentive Plan (the
"Plan").
In preparing this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for
the purpose of rendering this opinion.
Based on the foregoing, I am of the opinion that:
(1) The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
(2) The shares of Common Stock to be issued pursuant to the Plan
have been duly authorized and, when issued and sold in accordance
with the terms of the Plan for consideration of at least $0.10
per share, will be validly issued, fully paid and non-assessable.
I am a member of the Bar of the State of Texas and the
foregoing opinion is limited to the laws of the State of Texas,
the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement of the Company relating to the Common
Stock referred to above and to the reference of my name in the
Prospectus contained therein.
Very truly yours,
/s/ J. Stephen Martin
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EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Anadarko Petroleum Corporation
We consent to the use of our reports incorporated herein by
reference in the Registration Statement.
KPMG LLP
May 12, 1999
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer
and/or Director of ANADARKO PETROLEUM CORPORATION (the
"Company"), a Delaware corporation, does hereby constitute and
appoint ROBERT J. ALLISON, JR., SUZANNE SUTER and MICHAEL E.
ROSE, and each of them his true and lawful attorney and agent to
do any and all acts and things and execute any and all
instruments which, with the advice of Counsel, said attorney and
agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the filing under said Act of the
Form S-8 Registration Statement registering equity securities,
including specifically, but without limitation thereof, to sign
his name as an Officer and/or Director of the Company, to the
Form S-8 Registration Statement filed with the Securities and
Exchange Commission, and to any instrument or document filed as a
part of, or in connection with, said S-8 Registration Statement
or amendment thereto; and the undersigned does hereby ratify and
confirm all that said attorney and agent shall do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have subscribed these
presents this 12th day of May 1999.
/s/ Conrad P. Albert /s/ Robert J. Allison, Jr.
Conrad P. Albert Robert J. Allison, Jr.
/s/ Larry Barcus /s/ Ronald Brown
Larry Barcus Ronald Brown
/s/ James L. Bryan /s/ John R. Butler, Jr.
James L. Bryan John R. Butler, Jr.
/s/ John R. Gordon /s/ John N. Seitz
John R. Gordon John N. Seitz
/s/ Michael E. Rose /s/ James R. Larson
Michael E. Rose James R. Larson
