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): April 2, 2000
ANADARKO PETROLEUM CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8968 76-0146568
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) 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 5. Other Events.
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Anadarko Petroleum Corporation ("Anadarko"), Dakota Merger Corp., a Utah
corporation and wholly owned subsidiary of Anadarko ("Subcorp"), and Union
Pacific Resources Group Inc., a Utah corporation ("UPR"), entered into an
Agreement and Plan of Merger, dated as of April 2, 2000 (the "Merger
Agreement"), pursuant to which Subcorp will merge with and into UPR, and UPR
will become a wholly owned subsidiary of Anadarko.
In connection with the execution of the Merger Agreement, Anadarko and UPR
entered into a Stock Option Agreement (the "UPR Stock Option Agreement"), dated
as of April 2, 2000, pursuant to which UPR granted Anadarko an option,
exercisable under certain circumstances specified in the UPR Stock Option
Agreement, to purchase up to 50,138,515 shares of common stock, no par value, of
UPR ("UPR Common Stock") (approximately 19.9% of the outstanding shares of UPR
Common Stock, without giving effect to the exercise of the option) at the
purchase price stated therein.
In connection with the execution of the Merger Agreement, Anadarko and UPR
entered into a Stock Option Agreement (the "Anadarko Stock Option Agreement"),
dated as of April 2, 2000, pursuant to which Anadarko granted UPR an option,
exercisable under certain circumstances specified in the Anadarko Stock Option
Agreement, to purchase up to 25,886,726 shares of common stock, par value $0.10
per share, of Anadarko ("Anadarko Common Shares") (approximately 19.9% of the
outstanding Anadarko Common Shares, without giving effect to the exercise of the
option) at the purchase price stated therein.
In connection with the execution of the Merger Agreement, Anadarko and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, successor to The Chase Manhattan Bank, as Rights Agent (the "Rights
Agent"), entered into Amendment No. 1 to Rights Agreement (the "Rights Agreement
Amendment"), dated as of April 2, 2000, which amended the Rights Agreement dated
as of October 29, 1998 between Anadarko and the Rights Agent by providing that
UPR is exempt from the definition of "Acquiring Person" contained in the Rights
Agreement and that no "Shares Acquisition Date" or "Distribution Date" will
occur as a result of the execution of the Anadarko Stock Option Agreement or the
acquisition or transfer of Anadarko Common Shares by UPR pursuant to the
Anadarko Stock Option Agreement.
The Merger Agreement, the UPR Stock Option Agreement, the Anadarko Stock
Option Agreement and the Rights Agreement Amendment are attached hereto as
exhibits and are incorporated herein by reference. The foregoing descriptions of
the Merger Agreement, the UPR Stock Option Agreement, Anadarko Stock Option
Agreement and the Rights Agreement Amendment are qualified in their entirety by
reference to Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, hereof.
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Item 7(c). Exhibits.
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2.1 Agreement and Plan of Merger, dated as of April 2, 2000, among Anadarko,
Subcorp and UPR.
2.2 Stock Option Agreement, dated as of April 2, 2000, between UPR and
Anadarko.
2.3 Stock Option Agreement, dated as of April 2, 2000, between Anadarko and
UPR.
2.4 Amendment No.1 to Rights Agreement, dated as of April 2, 2000, between
Anadarko and Rights Agent.
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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, thereunto duly authorized.
Dated: April 5, 2000 ANADARKO PETROLEUM CORPORATION
By:/s/ Suzanne Suter
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Name: Suzanne Suter
Title: Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of April 2, 2000,
among Anadarko, Subcorp and UPR.
2.2 Stock Option Agreement, dated as of April 2, 2000, between
UPR and Anadarko.
2.3 Stock Option Agreement, dated as of April 2, 2000, between
Anadarko and UPR.
2.4 Amendment No.1 to Rights Agreement, dated as of April 2,
2000, between Anadarko and Rights Agent
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