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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
17001 Northchase Drive
Houston, Texas 77060-2141
(281) 875-1101
(Address of principal executive offices)
1998 DIRECTOR STOCK 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
Securities to be to be Maximum Maximum of
Registered Registered (1) Offering Aggregate Registration
Price Offering Fee
per Share(2) Price
Common Stock, par
value $0.10 per 800,000 $38.9375 $31,150,000 $8,660
share, and Rights
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.
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) 1998 Director Stock Plan (Originally filed as an
Exhibit to the definitive 14A Proxy Statement, filed
March 16, 1998, 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
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.
(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)
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 Director Stock Plan (Originally filed as an
Exhibit to the definitive 14A Proxy Statement, filed
March 16, 1998, 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 800,000 shares of the Company's common stock, par
value $0.10 per share ("Common Stock") under the Company's
1998 Director Stock 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
