Filed by Anadarko Petroleum Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Union Pacific Resources Group Inc.
Commission File No. 1-13916
Combining lasting value with immediate results [Three
photographs of industry activities.]
[ANADARKO PETROLEUM CORPORATION LOGO]
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[ANADARKO PETROLEUM CORPORATION LOGO]
SUMMARY TRANSACTION TERMS
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o EXCHANGE RATIO: 0.4550 SHARES OF APC FOR EACH SHARE OF UPR
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o ACCOUNTING STRUCTURE: PURCHASE ACCOUNTING/FULL COST
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o TAX STRUCTURE: TAX FREE TO UPR SHAREHOLDERS
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o CAPITALIZATION: DEBT CAP ~41%
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o COMPANY NAME: ANADARKO PETROLEUM CORPORATION
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o HEADQUARTERS: HOUSTON
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o BOARD OF DIRECTORS: 5 UPR, 8 APC (PROPOSED)
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o TARGET CLOSING DATE: JULY 2000
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[ANADARKO PETROLEUM CORPORATION LOGO]
THE NEW ANADARKO
o COMPLEMENTARY ASSET PORTFOLIOS AND STRENGTHS
o GREAT CORE ASSETS
o EXCELLENT GROWTH PORTFOLIO
o FINANCIAL STRENGTH
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[ANADARKO PETROLEUM CORPORATION LOGO]
THE NEW ANADARKO
NORTH AMERICAN GAS PRODUCTION
[Two photographs of industry activities]
[Bar graph illustrating the following data:
COMPANY GAS PRODUCTION, BCF/YEAR
- ------- -------------------------
XON/MOB 1,479
BPA 1,082
SHL** 787
BR 699
CHV 669
New APC 634
TX* 550
ARC 540
UPR 464
VRI 401
P 380
UCL* 329
COCa 316
EOG 281
MRO 275
OXY 242
APA 205
DVN 199
KMG 191
APC 170]
* Data for U.S. only, Canadian data unavailable
** Data for 1998, total North American data for 1999 unavailable
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[ANADARKO PETROLEUM CORPORATION LOGO]
THE NEW ANADARKO
NORTH AMERICAN GAS RESERVES
[Two photographs of industry activities]
[Bar graph illustrating the following data:
COMPANY PROVED GAS RESERVES, TCF
- ------- -------------------------
XON/MOB 16.3
BPA* 12.0
BR 7.4
SHL** 7.0
New APC 5.8
ARC 5.2
TX* 4.2
P 3.9
CHV* 3.8
UPR 3.3
VRI 2.7
EOG 2.5
APC 2.5
COCa 2.2
MRO 2.1
DVN 1.9
OXY 1.8
UCL 1.7
APA 1.6
KMG 1.2]
* Data for U.S. only, Canadian data unavailable
** Data for 1998, total North American data for 1999 unavailable
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[ANADARKO PETROLEUM CORPORATION LOGO]
THE NEW ANADARKO
RESERVES & PRODUCTION BY REGION - 1999
[Pie charts illustrating the following information:
Production
GAS OIL EEBs
o 70% U.S. Onshore o 50% U.S. Onshore o 62% U.S. Onshore
o 16% Canada o 22% Latin America o 16% Canada
O 14% Offshore o 15% Canada o 10% Offshore
o 8% Algeria o 9% Latin America
o 5% Offshore o 3% Algeria]
-- -- --
Reserves
o 69% U.S. Onshore o 38% U.S. Onshore o 54% U.S. Onshore
o 13% Offshore o 30% Algeria o 15% Algeria
o 17% Canada o 16% Latin America o 14% Canada
o 1% Latin America o 10% Canada o 9% Offshore
o 6% Offshore o 8% Latin America]
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[ANADARKO PETROLEUM CORPORATION LOGO]
THE NEW ANADARKO
SEVEN CORE AREAS
o NORTH AFRICA
o LATIN AMERICA
o CANADA & ALASKA
o LAND GRANT -
UTAH, WYOMING & COLORADO
o MID CONTINENT
o TEXAS & LOUISIANA
o GULF OF MEXICO
[Five pictures of industry activities and areas.]
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[ANADARKO PETROLEUM CORPORATION LOGO]
THE NEW
ANADARKO -
NORTH AMERICAN
GAS ASSETS
[Map of North America showing activity areas and emphasizing land grant]
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[ANADARKO PETROLEUM CORPORATION LOGO]
GULF OF MEXICO
[Map of the Gulf of Mexico illustrating offshore drilling. Noting location of
Conventional Blocks, Subsalt Blocks and Deepwater Blocks]
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[ANADARKO PETROLEUM CORPORATION LOGO]
HICKORY - GULF OF MEXICO
[Graphic of oil rig with caption stating "320' water depth"; map of Louisiana
and surrounding water with caption stating "Hickory Grand Isle Block 116"; H
Sand Structure Map showing grid with areas numbered 109, 110, 111, 117, 116,
115, 118, 119 and 120 and showing seismic line running across the grid with
depths ranging from 15,300' to 17,500'; map showing H Sand and L Sand with tick
marks ranging from 0 to 7500 and with captions stating "GI 116 #1 TD 21,600',"
"PROPOSED GI 111 #1 PTD 21,000'," "GI 116 #2," "GI 116 #1" and "GI 110 #1."]
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[ANADARKO PETROLEUM CORPORATION LOGO]
MARCO POLO - DEEPWATER GULF OF MEXICO
[Map entitled "ANADARKO G.C. - 608 #1," with "C" and "SW" in the upper left
corner and "C" and "NE" in the upper right corner. Tick marks with numbers run
along the left side, right side and top of the map. An area labeled "Salt" is
indicated. A spot marked "Multiple Objectives" is also indicated.]
[Map indicating "Ship Shoal," "South Pelto," "South Timbalier," "Grand Isle" and
"Green Canyon." In the area marked "Green Canyon" are four boxes, one of them
labeled "MARCO POLO GREEN CANYON BLOCK 608."]
[Contour map entitled "ANADARKO, OCS-G-18402, PRELIMINARY." Four segments of the
map are labeled "607," "608," "651" and "652." Two lines intersect on top of the
map: one line is labeled "B" on one end and "B'" on the other end, the other
line is labeled "C" on one end and "C'" on the other end. Labeled contour lines
range from "3500" to "4100" in increments of 100. Three points are marked "SAND
LIMIT."]
[Map entitled "MARCO POLO PROSPECT, Green Canyon Blk 608, APC - 100% W.I.," with
"S" and "B'" in the upper left hand corner and "G C - 564," "N," "B" and "TR -
225" in the upper right hand corner." Tick marks with numbers run along the left
side, right side and top of the map. The words "H5," "Top Salt" and "Base Salt"
are interspersed among the right side tick marks. An area labeled "Salt" is
indicated. Spots marked "M-Series" and "4500' Amp" are also indicated. A
vertical spectrum bar is located to the right of the map.]
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[ANADARKO PETROLEUM CORPORATION LOGO]
TEXAS & LOUISIANA
[Map indicating holdings in Texas and Louisiana -- Ozona, West Panhandle,
Permian Basin, Giddings-Austin Chalk, Bossier, Carthage, LA Chalk, Vernon
Field, Masters Creek, Etouffee and Turtle Soup (Currently Drilling)]
[The areas of Giddings-Austin Chalk, Bossier, Carthage,LA Chalk, Vernon Field
and Masters Creek are surrounded by a dotted box marked as follows:
CURRENT NET DAILY PRODUCTION: 717 MMcfe/d
PUD DRILLING INVENTORY: 467 WELLS
POSSIBLE + PROBABLE:
DRILLING INVENTORY: 1300+ WELLS
NET UNRISKED RESERVE ADDS: 300 MM BOE]
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[ANADARKO PETROLEUM CORPORATION LOGO]
BOSSIER DEVELOPMENT
[Map entitled "January, 1996," with various colored and outlined areas marked. A
directional compass is located in the upper right hand corner of the map, and a
miles legend ranging from "0" to "3" is located in the lower right hand corner
of the map. A road labeled "45" runs from north to south. The words "Freestone
County" appear on the map.]
[Map entitled "January, 2000," with various colored and outlined areas marked. A
directional compass is located in the upper right hand corner of the map, and a
miles legend ranging from "0" to "3" is located in the lower right hand corner
of the map. A road labeled "45" runs from north to south. The words "Freestone
County" appear on the map.]
[Box below "January, 1996" map with text stating "Wells: 0, Acres: 3000 NA,
Production: 0."]
[Box below both maps with a colored circle labeled "APC Wells," an outline of a
box labeled "APC Acreage" and an outline of a circle labeled "Bossier Wells."]
[Box below "January, 2000" map with text stating "Wells: 147, Acres: 91,000 NA,
Net Production: 140 MM/d."]
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[ANADARKO PETROLEUM CORPORATION LOGO]
MID CONTINENT
[Map illustrating extensive acreage position in Southwest Kansas and
neighboring portions of Colorado and Oklahoma.
Detailing APC Acreage, 3D Seismic, Prospects, Chester Channel
and Upper Morrow Fields]
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[ANADARKO PETROLEUM CORPORATION LOGO]
LAND GRANT - UTAH, WYOMING & COLORADO
[Map highlighting gas fields, oil fields, coal beds, active coalbed
projects and land grant in Utah, Wyoming and Colorado.]
EXPLORATION POTENTIAL - 24 Tcf
BASIN CENTER 21 Tcf
OVERTHRUST 1.4 Tcf
COALBED METHANE 1.6 Tcf
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[ANADARKO PETROLEUM CORPORATION LOGO]
CANADA & ALASKA
[Map highlighting APC acreage and exploration prospects in Alaska and Canada]
ALASKA
12 Leased Prospects:
3 Billion BOE Potential Reserves (net unrisked)
CANADA
Resource Potential:
12 Billion BOE
58 Leased Prospects:
290 MM BOE Potential Reserves (net unrisked)
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[ANADARKO PETROLEUM CORPORATION LOGO]
ALASKA NORTH SLOPE
[Map of Alaska North Slope illustrating oil fields, gas fields, 2000 Exploratory
Wells, Proposed Iceroads, APC Prior Leaseholds (100% & Partial), APC 1999
Acquisitions (100% & Partial) and ASRC Acreage]
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[ANADARKO PETROLEUM CORPORATION LOGO]
NORTH AFRICA
[Map of North Africa with exploration and development areas highlighted.
Detail of Algeria and Tunisia.]
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[ANADARKO PETROLEUM CORPORATION LOGO]
LATIN
AMERICA
[Map of Latin America highlighting core areas (APC Acreage and Other Projects)
in South and Central America -- specifically Guatemala, Venezuela, Argentina,
Brazil]
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CREATING THE BEST E&P COMPANY IN THE WORLD TODAY [Three
photographs of industry activities.]
Except for historical information, all other information in this
presentation consists of forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those projected, anticipated or implied. The
most significant of these risks and uncertainties are described in Anadarko's
and UPRC's SEC filings and reports and exhibits to those reports, and include
(but are not limited to) the costs and difficulties related to the integration
of acquired businesses, commodity pricing and demand, exploration and operating
risks, development risks, and the costs and other effects of governmental
regulation and legal and administrative proceedings. Anadarko and UPRC undertake
no obligation to publicly update or revise any forward-looking statements.
[ANADARKO PETROLEUM CORPORATION LOGO]
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The proposed merger transaction involving Andarko Petroleum Corporation and
Union Pacific Resources Group Inc. will be submitted to each company's
stockholders. All stockholders should read the joint proxy statement/prospectus
concerning the merger that will be filed with the Securities and Exchange
Commission and mailed to stockholders. The joint proxy statement/prospectus will
contain important information that stockholders should consider before making
any decision regarding the merger. Stockholders will be able to obtain the joint
proxy statement/prospectus, as well as other filings containing information
about Anadarko and UPR, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, from the Corporate
Secretary of the appropriate company. Information regarding the participants in
the solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in Anadarko's filing of its press
release with the SEC under Rule 425 on April 3, 2000, and in UPR's filing with
the SEC on Schedule 14A, under Rule 14a-12, on April 7, 2000.
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