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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 8, 2002
(Date of earliest event reported: March 8, 2002)
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in the charter)
Delaware 1-08968 76-0146568
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation Identification No.)
17001 Northchase Drive
Houston, Texas 77060-2141
(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.
Anadarko Petroleum Corporation (the "Company") has entered into a Terms
Agreement dated March 5, 2002 with Salomon Smith Barney Inc., pursuant to which
the Company will issue $400 million aggregate principal amount of 6?% Notes due
March 15, 2012. The net proceeds from the Notes will be approximately $392
million, and will be used to pay down floating-rate debt and to fund a portion
of the Company's obligations under the zero coupon convertible notes due 2021
that the Company anticipates will be put back to it this month.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit
Number Description
1.1 Terms Agreement dated as of March 5, 2002, which supplements
the form of underwriting agreement filed as exhibit 1(b) to
Form 8-K filed on August 28, 2001.
4.1 Officer's Certificate dated as of March 8, 2002
4.2 Form of 6 1/8% Note due 2012
5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
Notes
12.1 Computation of Ratio of Earnings to Fixed Charges, and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
15.1 Awareness Letter of Arthur Andersen LLP, independent
accountants
23.1 Consent of KPMG LLP, independent accountants
23.2 Consent of Arthur Andersen LLP, independent accountants
23.3 Consent of Deloitte & Touche LLP, independent accountants
23.4 Consent Letter of Andrews & Kurth L.L.P. (included in Exhibit
5.1)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANADARKO PETROLEUM CORPORATION
By: /s/ SUZANNE SUTER
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Name: Suzanne Suter
Title: Corporate Secretary
Date: March 8, 2002
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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1.1 Terms Agreement dated as of March 5, 2002, which supplements
the form of underwriting agreement filed as exhibit 1(b) to
Form 8-K filed on August 28, 2001.
4.1 Officer's Certificate dated as of March 8, 2002
4.2 Form of 6 1/8% Note due 2012
5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
Notes
12.1 Computation of Ratio of Earnings to Fixed Charges, and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
15.1 Awareness Letter of Arthur Andersen LLP, independent
accountants
23.1 Consent of KPMG LLP, independent accountants
23.2 Consent of Arthur Andersen LLP, independent accountants
23.3 Consent of Deloitte & Touche LLP, independent accountants
23.4 Consent Letter of Andrews & Kurth L.L.P. (included in Exhibit
5.1)
</Table>