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As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-38108
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ANADARKO PETROLEUM CORPORATION
(Exact name of issuer as specified in its charter)
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Delaware 76-0146568
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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17001 Northchase Drive
Houston, Texas 77060-2141
(281) 875-1101
(Address of principal executive offices)
UNION PACIFIC RESOURCES GROUP INC. EMPLOYEES' THRIFT PLAN
(AS AMENDED AND RESTATED)
(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
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title Of Each Class Amount Maximum Aggregate
of Securities To Be Offering Price Offering Amount of
To Be Registered (1) Registered Per Share Price Registration Fee (2)
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Common Stock,
Par value $0.10 1,158,223
per share shares N/A N/A N/A
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(1) Pursuant to Rule 416(c) under Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to
register an indeterminate amount of interests to be offered and sold
pursuant to Union Pacific Resources Group Inc. Employees' Thrift Plan
(as amended and restated) (the "Plan"). Pursuant to Rule 457(h)(2), no
filing fee is payable with respect to registration of Plan interests.
Pursuant to Rule 416(a) under the Securities Act, this registration
statement shall be deemed to cover an indeterminable number of
additional shares that may become issuable as a result of stock splits,
stock dividends or similar transactions pursuant to the anti-dilution
provisions of the Plan.
(2) The proposed maximum offering price was calculated and the fee was
previously paid in connection with the filing with the U.S. Securities
and Exchange Commission (the "SEC") of the Preliminary Proxy Statement
on Schedule 14A of Anadarko on May 19, 2000 and the Registration
Statement on Form S-4 of Anadarko (File No. 333-38108) on May 30, 2000.
INTRODUCTORY STATEMENT
Anadarko Petroleum Corporation, a Delaware corporation ("Anadarko"),
hereby amends its Registration Statement on Form S-4 (File No. 333-38108), which
was declared effective on May 31, 2000 (the "Form S-4"), by filing this
Post-Effective Amendment No. 2 on Form S-8 relating to 1,158,223 shares of
common stock, par value $0.10 per share, that are issuable by Anadarko pursuant
to Union Pacific Resources Group Inc. Employees' Thrift Plan (as amended and
restated) (the "Plan"). All such shares of Anadarko common stock were originally
registered on the Form S-4.
On July 14, 2000, Dakota Merger Corp., a Utah corporation and a wholly
owned subsidiary of Anadarko ("Merger Sub"), was merged with and into Union
Pacific Resources Group, Inc., a Utah corporation ("UPR"), pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 2,
2000, among Anadarko, UPR and Merger Sub. Pursuant to the Merger Agreement, at
the effective time of the merger, each share of common stock of UPR issued and
outstanding prior to the effective time
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was converted into a fraction of a share of Anadarko common stock based on the
exchange ratio of 0.455 share of Anadarko common stock for each share of UPR
common stock exchanged in the merger.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Item 1 of Part I
of Form S-8 and the statement of availability of registrant information and
other information required by Item 2 of Part I of Form S-8 will be sent or given
to participants in the Plan as required by Rule 428 under the Securities Act.
Such documents are not required to be and are not filed with the SEC pursuant to
Rule 424 of the Securities Act and the Note to Part I of Form S-8. These
documents and the documents incorporated by reference in the Post-Effective
Amendment pursuant to Item 3 of Part II of Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows Anadarko to incorporate by reference the information
that Anadarko discloses in its filings with the SEC. Incorporation by reference
means that Anadarko 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 Anadarko files with the
SEC will automatically update and supercede this information. The following
documents previously filed by Anadarko or the Plan with the SEC pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
filed on March 16, 2000 (as amended by a Form 10-K/A filed on June 22,
2000);
(b) Annual Report on Form 11-K for Union Pacific Resources Group Inc.
Employees' Thrift Plan, filed June 26, 2000;
(c) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed on May 15, 2000;
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(d) Current Reports on Form 8-K filed on March 7, 2000 and April 5, 2000;
and
(e) The description of Anadarko's common stock contained in Anadarko's
Registration Statement on Form 8-A, filed on September 4, 1986, for
registration of Anadarko's common stock.
All documents filed by Anadarko pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all the securities offered hereby have been sold or which deregisters all
the securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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) liability imposed 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. Anadarko'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
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(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. Anadarko'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, Anadarko has purchased and maintains directors' and
officers' liability insurance.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Wachtell, Lipton, Rosen & Katz (incorporated by
reference to Exhibit 5.1 to the Registration Statement on Form
S-4 filed by Anadarko on May 30, 2000, File No. 333-38108).
10.1 Union Pacific Resources Group Inc. Employees' Thrift Plan (as amended
and restated) (incorporated by reference to Exhibit 4.1 to the
registration statement filed by UPR on Form S-8 on February
28, 1997, File No. 333-22613).
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the
Registration Statement on Form S-4 filed by Anadarko on May
30, 2000, File No. 333-38108).
Item 9. Undertakings.
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(a) Anadarko 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;
(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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange 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 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 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 and will be governed by the final adjudication of
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such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 17th day of July
2000.
ANADARKO PETROLEUM CORPORATION
(Registrant)
By: /s/ ROBERT J. ALLISON, JR.*
Robert J. Allison, Jr.
Chairman of the Board and
Chief Executive Officer
The Registrant. Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 2 on Form S-8 to Form S-4 Registration Statement
has been signed by the following persons in the capacities indicated on the 17th
day of July, 2000.
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Signatures Title
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(i) Principal executive officer:*
/s/ ROBERT J. ALLISON, JR. Chairman of the Board and
Robert J. Allison, Jr. Chief Executive Officer
(ii) Principal financial officer:*
/s/ MICHAEL E. ROSE Senior Vice President, Finance and
Michael E. Rose Chief Financial Officer
(iii) Principal accounting officer:*
/s/ JAMES R. LARSON Vice President and Controller
James R. Larson
(iv) Directors:*
/s/ ROBERT J. ALLISON, JR.
Robert J. Allison, Jr.
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/s/ CONRAD P. ALBERT
Conrad P. Albert
/s/ LARRY BARCUS
Larry Barcus
/s/ RONALD BROWN
Ronald Brown
/s/ JAMES L. BRYAN
James L. Bryan
/s/ JOHN R. BUTLER, JR.
John R. Butler, Jr.
/s/ JOHN R. GORDON
John R. Gordon
/s/ JOHN N. SEITZ
John N. Seitz
*Signed on behalf of the Company and each of these persons:
By: /s/ SUZANNE SUTER
Suzanne Suter
(Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act, the persons who
administer the Union Pacific Resources Group Inc. Employees' Thrift Plan have
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 17th day of July 2000.
UNION PACIFIC RESOURCES GROUP INC.
EMPLOYEES' THRIFT PLAN
(Registrant)
By: /s/ CHARLES G. MANLEY
Senior Vice President, Administration
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