SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 14, 2000
ANADARKO PETROLEUM CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8968 76-0146568
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
17001 Northchase Drive, Houston, Texas 77060-2141
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 875-1101
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 14, 2000, Dakota Merger Corp., a Utah corporation ("Merger Sub") and a
wholly owned subsidiary of Anadarko Petroleum Corporation, a Delaware
corporation ("Anadarko"), merged (the "Merger") with and into Union Pacific
Resources Group Inc., a Utah corporation ("UPR"), pursuant to an Agreement and
Plan of Merger, dated as of April 2, 2000 (the "Merger Agreement").
Pursuant to the Merger Agreement, each share of common stock, no par value, of
UPR ("UPR Common Stock") issued and outstanding, other than UPR shares held by
UPR, which were canceled and retired, was converted into 0.455 shares of
Anadarko common stock, par value $0.10 per share ("Anadarko Common Stock"). UPR
stockholders who would otherwise receive fractional shares of Anadarko Common
Stock instead were entitled to receive a cash payment for their fractional share
interest. The Merger Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K, is incorporated by reference. Anadarko will account for the
transaction as a purchase.
Anadarko and UPR mailed a definitive joint proxy statement/prospectus (the
"Joint Proxy Statement/Prospectus") to their respective stockholders on or about
June 1, 2000, which sets forth certain information regarding the Merger,
Anadarko, UPR and Merger Sub, including, but not limited to, the manner of the
Merger, the nature of any material relationships between UPR and Anadarko or any
of Anadarko's affiliates, any director or officer of Anadarko, or any associate
of any such director or officer, the nature of UPR's business and Anadarko's
intended use of the assets acquired in the Merger. Excerpts from the cover page
and pages 1, 4 to 6, 8 to 9, 26, 52 to 56, 59 to 60 and 75 of the Joint Proxy
Statement/Prospectus, which are filed as Exhibit 20.1 to this Current Report on
Form 8-K, are incorporated by reference.
ITEM 5. OTHER EVENTS.
In connection with the Merger, Anadarko's Restated Certificate of Incorporation
was amended to increase the maximum size of the Board of Directors of Anadarko
(the "Anadarko Board") from nine to 15 members and increase the authorized
number of shares of Anadarko Common Stock from 300,000,000 to 450,000,000.
Pursuant to the Merger Agreement, George Lindahl III and four others who were
independent directors of the former UPR will be named to the Anadarko Board. On
July 14, 2000, Anadarko filed a Certificate of Amendment of its Restated
Certificate of Incorporation with the Delaware Secretary of State, which
Certificate of Amendment is filed as Exhibit 4.1 to this Current Report on Form
8-K and is incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The (A) audited Consolidated Statements of Income and Comprehensive Income,
audited Consolidated Statements of Cash Flows and audited Consolidated
Statements of Changes in Shareholders' Equity of UPR for the years ended
December 31, 1999, 1998 and 1997; (B)
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audited Consolidated Statements of Financial Position of UPR as of December
31, 1999 and 1998; and (C) accompanying Notes to Consolidated Financial
Statements of UPR are filed as Exhibit 99.1 to this Current Report on Form
8-K and are incorporated by reference.
The (A) unaudited Condensed Consolidated Statements of Income and Comprehensive
Income and unaudited Condensed Consolidated Statements of Cash Flows of UPR for
the three months ended March 31, 2000 and 1999; (B) unaudited Condensed
Consolidated Statements of Financial Position of UPR as of March 31, 2000 and
December 31, 1999; and (C) accompanying Notes to Condensed Consolidated
Financial Statements of UPR are filed as Exhibit 99.2 to this Current Report on
Form 8-K and are incorporated by reference.
(b) Pro Forma Financial Information
The (A) Unaudited Pro Forma Condensed Combined Statements of Income for the year
ended December 31, 1999 and for the three months ended March 31, 2000; (B)
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000; and
(C) accompanying Notes to Unaudited Pro Forma Condensed Combined Financial
Statements are filed as Exhibit 20.2 to this Current Report on Form 8-K and are
incorporated by reference.
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(c) Exhibits
Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of April 2,
2000, by and among Anadarko Petroleum Corporation,
Dakota Merger Corp. and Union Pacific Resources
Group Inc.
4.1 Certificate of Amendment of Anadarko's Restated
Certificate of Incorporation.
20.1 Excerpts from the cover page and pages 1, 4 to 6,
8 to 9, 26, 52 to 56, 59 to 60 and 75 of the Joint
Proxy Statement/Prospectus, which was first mailed to
UPR stockholders on or about June 1, 2000.
20.2 Unaudited Pro Forma Condensed Combined Financial
Statements of UPR, excerpted from pages 77 through 83
of the Joint Proxy Statement/Prospectus, which was
first mailed to UPR stockholders on or about
June 1, 2000.
23.1 Consent of Arthur Andersen LLP, dated July 28, 2000.
23.2 Consent of Deloitte & Touche LLP, dated July 28, 2000.
99.1 Audited Annual Financial Statements of UPR, excerpted
from pages 40 through 73 of the UPR Annual Report on
Form 10-K for the year ended December 31, 1999 and
filed with the Commission on March 27, 2000.
99.2 Unaudited Interim Financial Statements of UPR, excerpted
from pages 2 through 10 of the UPR Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000 and
filed with the Commission on May 15, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 28, 2000
ANADARKO PETROLEUM CORPORATION
By: /s/ MICHAEL E. ROSE
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Name: Michael E. Rose
Title: Sr. Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of April 2,
2000, by and among Anadarko Petroleum Corporation,
Dakota Merger Corp. and Union Pacific Resources
Group Inc.
4.1 Certificate of Amendment of Anadarko's Restated
Certificate of Incorporation.
20.1 Excerpts from the cover page and pages 1, 4 to 6,
8 to 9, 26, 52 to 56, 59 to 60 and 75 of the Joint
Proxy Statement/Prospectus, which was first mailed to
UPR stockholders on or about June 1, 2000.
20.2 Unaudited Pro Forma Condensed Combined Financial
Statements of UPR, excerpted from pages 77 through
83 of the Joint Proxy Statement/Prospectus, which was
first mailed to UPR stockholders on or about
June 1, 2000.
23.1 Consent of Arthur Andersen LLP, dated July 28, 2000.
23.2 Consent of Deloitte & Touche LLP, dated July 28, 2000.
99.1 Audited Annual Financial Statements of UPR, excerpted
from pages 40 through 73 of the UPR Annual Report on
Form 10-K for the year ended December 31, 1999 and
filed with the Commission on March 27, 2000.
99.2 Unaudited Interim Financial Statements of UPR,
excerpted from pages 2 through 10 of the UPR Quarterly
Report on Form 10-Q for the quarter ended March
31, 2000 and filed with the Commission on May 15, 2000.
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