AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 2002
REGISTRATION NO. 333-86356
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ANADARKO PETROLEUM CORPORATION
<Table>
<Caption>
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION OF
AS SPECIFIED IN ITS CHARTER INCORPORATION OR ORGANIZATION IRS EMPLOYER IDENTIFICATION NUMBER
--------------------------- ------------------------------ ----------------------------------
Anadarko Petroleum Corporation Delaware 76-0146568
Anadarko Petroleum Capital Trust I Delaware 76-6169371
Anadarko Petroleum Capital Trust II Delaware 76-6169372
Anadarko Petroleum Capital Trust III Delaware 76-6169373
Anadarko Finance Company Nova Scotia 76-0146568
</Table>
---------------------
<Table>
1201 Lake Robbins Dr. Suzanne Suter
The Woodlands, Texas 77380 1201 Lake Robbins Dr.
(832) 636-1000 The Woodlands, Texas 77380
(Address, including zip code, and telephone number, (832) 636-1000
including (Name, address, including zip code, and telephone number,
area code, of registrants' principal executive offices) including area code, of agent for service)
</Table>
---------------------
Copies to:
<Table>
G. Michael O'Leary Edward S. Davis
Andrews & Kurth, Mayor, Day & Caldwell L.L.P. Hughes Hubbard & Reed LLP
600 Travis, Suite 4200 One Battery Park Plaza
Houston, Texas 77002 New York, New York 10004
</Table>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES, NOR MAY OFFERS TO BUY BE ACCEPTED, UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, JULY 8, 2002
[ANADARKO PETROLEUM CORPORATION LOGO]
$1,000,000,000
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
PURCHASE CONTRACTS
PURCHASE UNITS
ANADARKO FINANCE COMPANY
DEBT SECURITIES GUARANTEED, TO THE EXTENT
DESCRIBED HEREIN, BY ANADARKO PETROLEUM CORPORATION
ANADARKO PETROLEUM CAPITAL TRUST I
ANADARKO PETROLEUM CAPITAL TRUST II
ANADARKO PETROLEUM CAPITAL TRUST III
TRUST PREFERRED SECURITIES GUARANTEED, TO THE EXTENT
DESCRIBED HEREIN, BY ANADARKO PETROLEUM CORPORATION.
------------------------
This prospectus contains summaries of the general terms of these
securities. We will provide specific terms of these securities, and the manner
in which they are being offered, in supplements to this prospectus. You should
read this prospectus and the applicable supplement carefully before you invest.
Our common stock is listed for trading on the New York Stock Exchange under
the symbol "APC."
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. PLEASE READ "RISK
FACTORS" BEGINNING ON PAGE 8.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
This prospectus is dated , 2002
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
About this Prospectus....................................... 3
Anadarko Petroleum Corporation.............................. 3
Anadarko Finance Company.................................... 3
The Trusts.................................................. 4
Accounting Treatment........................................ 5
Ratios of Earnings to Fixed Charges and Earnings to Combined
Fixed Charges and Preferred Stock Dividends............... 5
New Accounting Principle -- Goodwill........................ 6
Where You Can Find More Information About Anadarko.......... 7
Risk Factors................................................ 8
Use of Proceeds............................................. 8
Description of Debt Securities.............................. 9
Description of Preferred Stock.............................. 18
Description of Depositary Shares............................ 20
Description of Common Stock................................. 22
Description of Securities Warrants.......................... 23
Description of Purchase Contracts and Purchase Units........ 24
Description of Trust Preferred Securities................... 25
Description of Guarantees of Trust Preferred Securities..... 26
Relationship Among the Trust Preferred Securities, the Debt
Securities and the Guarantees............................. 29
Plan of Distribution........................................ 31
Legal Matters............................................... 32
Experts..................................................... 32
</Table>
2
SUMMARY
ABOUT THIS PROSPECTUS
This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.
This prospectus is part of a registration statement that Anadarko, Anadarko
Finance Company, Anadarko Petroleum Capital Trust I, Anadarko Petroleum Capital
Trust II and Anadarko Petroleum Capital Trust III filed with the Securities and
Exchange Commission (SEC) utilizing a "shelf " registration process. Under this
shelf process, we may sell Debt Securities, Preferred Stock, Depositary Shares,
Common Stock, Warrants, Purchase Agreements and Purchase Units and the Trusts
may issue Trust Preferred Securities in one or more offerings up to a total
dollar amount of $1,000,000,000.
This prospectus provides you with a general description of the securities
we and the Trusts may offer. Each time securities are sold, a prospectus
supplement will provide specific information about the terms of that offering.
The prospectus supplement may also add, update or change information contained
in this prospectus. If there is any inconsistency between the information in
this prospectus and any prospectus supplement, you should rely on the
information in the prospectus supplement. The registration statement filed with
the SEC includes exhibits that provide more details about the matters discussed
in this prospectus. You should read this prospectus, the related exhibits filed
with the SEC and any prospectus supplement, together with the additional
information described under the heading "Where You Can Find More Information
About Anadarko."
In this prospectus, the terms "Anadarko," "Company," "we," "us" and "our"
generally mean Anadarko Petroleum Corporation, a Delaware corporation, and its
consolidated subsidiaries.
Unless otherwise indicated, all dollar amounts in this prospectus are
expressed in U.S. dollars.
ANADARKO PETROLEUM CORPORATION
Anadarko Petroleum Corporation is among the largest independent oil and gas
exploration and production companies in the world, with 2.3 billion barrels of
oil equivalent of proved reserves as of December 31, 2001. The Company's major
areas of operations are located in the United States, primarily in Texas,
Louisiana, the mid-continent region and the western states, Alaska and in the
shallow and deep waters of the Gulf of Mexico, as well as in Canada and Algeria.
We are also active in Venezuela, Qatar, Oman, Egypt, Australia, Tunisia, Congo
and Gabon. The Company also actively markets natural gas, oil and natural gas
liquids production and owns and operates gas gathering systems in its core
producing areas. In addition, the Company engages in the hard minerals business
through non-operated joint ventures and royalty arrangements in several coal,
trona (natural soda ash) and industrial mineral mines located on lands within
and adjacent to its Land Grant holdings primarily in Wyoming, Colorado and Utah.
Our principal executive offices are located at 1201 Lake Robbins Dr., The
Woodlands, Texas 77380, and our telephone number is (832) 636-1000.
The foregoing is a description of the material information about Anadarko
and its business. For additional information about Anadarko and its business,
you should refer to the information described under the caption "Where You Can
Find More Information About Anadarko."
ANADARKO FINANCE COMPANY
Anadarko Finance Company (referred to herein as "Anadarko Finance") is a
wholly owned finance subsidiary of Anadarko Petroleum Corporation, organized as
an unlimited liability company under the laws of the province of Nova Scotia,
Canada. Anadarko Finance does not have any
3
material assets or operations. No separate financial statements of Anadarko
Finance are included in this prospectus. Anadarko does not expect that Anadarko
Finance will be filing annual, quarterly or current reports with the SEC.
The principal place of business of Anadarko Finance is 1201 Lake Robbins
Dr., The Woodlands, Texas 77380, telephone (832) 636-1000.
THE TRUSTS
Anadarko formed each Trust as a statutory business trust under Delaware
law. Each Trust's business is defined in a declaration of trust executed by
Anadarko, as sponsor, and The Bank of New York (Delaware), as Delaware trustee.
Each declaration of trust will be amended when trust preferred securities are
issued under it. An amended declaration of trust is called a "trust agreement"
in this prospectus.
The trust preferred securities and the trust common securities of each
Trust represent undivided beneficial interests in the assets of that Trust. The
trust preferred securities and the trust common securities together are
sometimes called the "trust securities" in this prospectus.
Anadarko owns, directly or indirectly, all the common securities of each
Trust, which have an aggregate liquidation value equal to at least 3% of the
total capital of each Trust. The trust preferred securities of each Trust will
represent the remaining percentage of each trust's total capitalization. The
trust common securities will have terms substantially equal to, and will rank
equal in priority of payment with, the trust preferred securities. However, if
Anadarko defaults on the subordinated debt securities owned by a trust or
another event of default under the applicable trust agreement occurs, then, so
long as the default continues, cash distributions and liquidation, redemption
and other amounts payable or deliverable on the trust securities of that Trust
must be paid or delivered to holders of the trust preferred securities of that
Trust before the holders of that Trust's common securities. No Trust may borrow
money, issue debt, exchange mortgages or pledge any of its assets. The trust
preferred securities will be guaranteed by Anadarko as described in this
prospectus and the applicable prospectus supplement.
Each Trust exists for the exclusive purpose of:
- issuing the trust common and trust preferred securities representing
undivided beneficial interests in the assets of the Trust;
- investing the gross proceeds of the trust common and trust preferred
securities in Anadarko's subordinated debt securities; and
- engaging only in those other activities necessary or incidental thereto.
Anadarko, as holder of the trust common securities of each Trust, will
appoint the trustees of that Trust. Unless otherwise specified in the applicable
prospectus supplement, the five trustees that will conduct each Trust's business
and affairs will consist of:
- three of Anadarko's employees, officers or affiliates, as administrative
trustees;
- The Bank of New York, as property trustee; and
- The Bank of New York (Delaware), as Delaware trustee.
The Bank of New York also serves as the indenture trustee for purposes of
compliance with the provisions of the Trust Indenture Act of 1939, the guaranty
trustee under Anadarko's guarantee in favor of the holders of trust preferred
securities and debt trustee under the indenture related to Anadarko's debt
securities. The property trustee holds title to Anadarko's subordinated debt
securities for the benefit of the holders of each Trust's trust common and trust
preferred securities. The property trustee has the power to exercise all rights,
powers and privileges under each
4
indenture as holder of Anadarko's subordinated debt securities. In addition, the
property trustee maintains exclusive control of a segregated, non-interest
bearing bank account to hold all payments made in respect of Anadarko's
subordinated debt securities for the benefit of the holders of each Trust's
trust common and trust preferred securities. The property trustee makes payments
of distributions and payment on liquidation, redemption and otherwise to the
holders of each Trust's trust common and trust preferred securities out of funds
from each Trust's bank account. Anadarko, as a direct or an indirect holder of
all of each Trust's trust common securities, has the right to appoint, remove or
replace any administrative trustee and to increase or decrease the number of
administrative trustees. Anadarko pays all fees and expenses related to each
Trust and each offering of trust common and trust preferred securities.
The rights of the holders of each Trust's trust preferred securities,
including economic rights, rights to information and voting rights, will be set
forth in the trust agreement relating to each Trust and in the Delaware Business
Trust Act. Each trust agreement, each indenture and each Anadarko guarantee will
also incorporate by reference terms of the Trust Indenture Act of 1939. Each
trust agreement, each indenture and each Anadarko guarantee will be qualified
under the Trust Indenture Act.
The prospectus supplement relating to the trust preferred securities of a
Trust will provide further information concerning that Trust.
No separate financial statements of any Trust are included in this
prospectus. Anadarko considers that such statements would not be material to
holders of the trust preferred securities because no Trust has any independent
operations, and the sole purpose of each Trust is investing the proceeds from
the sale of its trust securities in subordinated debt securities of Anadarko.
Anadarko does not expect that any of the Trusts will be filing annual, quarterly
or current reports with the SEC.
The principal place of business of each Trust will be c/o Anadarko
Petroleum Corporation, 1201 Lake Robbins Dr., The Woodlands, Texas 77380,
telephone (832) 636-1000.
ACCOUNTING TREATMENT
Each Trust will be treated as a subsidiary of Anadarko for financial
reporting purposes. Accordingly, Anadarko's consolidated financial statements
will include the accounts of each Trust. The trust preferred securities, along
with other trust preferred securities that Anadarko guarantees on an equivalent
basis, will be presented as a separate line item in Anadarko's consolidated
balance sheet, entitled "Guaranteed Preferred Beneficial Interests in
Subordinated Notes of Anadarko Petroleum Corporation or Subsidiaries." Anadarko
will record distributions that each Trust pays on the trust preferred securities
as an expense in its consolidated statement of income.
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
The following table sets forth Anadarko's consolidated ratios of earnings
to fixed charges and earnings to combined fixed charges and preferred stock
dividends for the periods shown:
<Table>
<Caption>
YEARS ENDED DECEMBER 31,
------------------------------------
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
Fixed Charges.................................... 3.04 0.05 1.77 7.35 --
Combined Fixed Charges and Preferred Stock
Dividends...................................... 3.04 0.05 1.53 6.80 --
</Table>
Anadarko issued preferred stock in May 1998. No shares of preferred stock
were outstanding during any of the periods prior to May 1998.
5
As a result of the Company's net loss in 2001, Anadarko's earnings did not
cover fixed charges by $599 million and did not cover combined fixed charges and
preferred stock dividends by $610 million.
In 1998, Anadarko's earnings did not cover fixed charges by $90 million and
did not cover combined fixed charges and preferred stock dividends by $101
million.
The ratios were computed by dividing earnings by either fixed charges or
combined fixed charges and preferred stock dividends. For this purpose, earnings
include income before income taxes and fixed charges. Fixed charges include
interest and amortization of debt expenses and the estimated interest component
of rentals. Preferred stock dividends are adjusted to reflect the amount of
pre-tax earnings required for payment.
NEW ACCOUNTING PRINCIPLE -- GOODWILL
Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill and
Other Intangible Assets," requires discontinuing amortization of goodwill after
year-end 2001 and requires that goodwill be tested for impairment. The
impairment test requires allocating goodwill and all other assets and
liabilities to business levels referred to as reporting units. The fair value of
each reporting unit that has goodwill is determined and compared to the book
value of the reporting unit. If the fair value of the reporting unit is less
than the book value (including goodwill) then a second test is performed to
determine the amount of the impairment.
If the second test is necessary, the fair value of the reporting unit's
individual assets and liabilities is deducted from the fair value of the
reporting unit. This difference represents the implied fair value of goodwill,
which is compared to the book value of the reporting unit's goodwill. Any excess
of the book value of goodwill over the implied fair value of goodwill is the
amount of the impairment.
The goodwill impairment test is performed annually, and also at interim
dates upon the occurrence of significant events. Significant events include: a
significant adverse change in legal factors or business climate; an adverse
action or assessment by a regulator; a more-likely-than-not expectation that a
reporting unit or significant portion of a reporting unit will be sold;
significant adverse trends in current and future oil and gas prices;
nationalization of any of the Company's oil and gas properties; or, significant
increases in a reporting unit's carrying value relative to its fair value. The
initial goodwill impairment test is required to be performed using an effective
date of January 1, 2002.
In January 2002, the Company discontinued the amortization of goodwill in
accordance with SFAS No. 142. The transitional goodwill impairment test as of
January 1, 2002 was performed and no goodwill impairment was indicated. The
following table shows the effect of the elimination of amortization of goodwill
on our historical net income and net income per share as if SFAS No. 142 had
been in effect in prior years.
<Table>
<Caption>
THREE MONTHS
ENDED
YEARS ENDED DECEMBER 31 MARCH 31
--------------------------------------- -------------
1997 1998 1999 2000 2001 2002 2001
millions except per share amounts ----- ------ ----- ----- ------ ----- -----
Net income...................................... $ 107 $ (49) $ 32 $ 796 $ (188) $ 88 $ 656
Add: Goodwill amortization...................... -- -- -- 31 73 -- 17
----- ------ ----- ----- ------ ----- -----
Adjusted net income............................. $ 107 $ (49) $ 32 $ 827 $ (115) $ 88 $ 673
----- ------ ----- ----- ------ ----- -----
Earnings per share -- basic..................... $0.90 $(0.41) $0.25 $4.32 $(0.75) $0.35 $2.62
Goodwill amortization per share -- basic........ -- -- -- 0.17 0.29 -- 0.07
----- ------ ----- ----- ------ ----- -----
Adjusted earnings per share -- basic............ $0.90 $(0.41) $0.25 $4.49 $(0.46) $0.35 $2.69
----- ------ ----- ----- ------ ----- -----
Earnings per share -- diluted................... $0.89 $(0.41) $0.25 $4.16 $(0.75) $0.34 $2.50
Goodwill amortization per share -- diluted...... -- -- -- 0.16 0.29 -- 0.07
----- ------ ----- ----- ------ ----- -----
Adjusted earnings per share -- diluted.......... $0.89 $(0.41) $0.25 $4.32 $(0.46) $0.34 $2.57
----- ------ ----- ----- ------ ----- -----
</Table>
6
WHERE YOU CAN FIND MORE INFORMATION ABOUT ANADARKO
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549-0405. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus.
Information filed with the SEC after the date of this prospectus, and prior to
the termination of the offering of the securities offered hereby, will update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until our offering is completed,
including filings after the date of the initial registration statement and prior
to the effectiveness of the registration statement:
(a) Annual Report on Form 10-K for the year ended December 31, 2001;
(b) Current Reports on Form 8-K, filed July 28, 2000, January 30, 2002,
February 22, 2002 and March 8, 2002.
(c) The description of our common stock set forth in the registration
statement on Form 8-A, dated September 3, 1986; and
(d) The description of our Series C Junior Participating Preferred
Stock, set forth in the registration statement on Form 8-A dated
October 30, 1998, as amended in the amended registration statement
on Form 8-A12B/A, dated April 27, 2000.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at our principal executive offices as follows:
Corporate Secretary
Anadarko Petroleum Corporation
1201 Lake Robbins Dr.
The Woodlands, TX 77380
(832) 636-1000
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
7
RISK FACTORS
You should carefully consider the factors contained in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Regulatory Matters and Additional Factors Affecting Business"
before investing in our or any Trust's securities. You should also consider
similar information contained in any Annual Report on Form 10-K or other
document filed by us with the SEC after the date of this prospectus before
deciding to invest in our or any Trust's securities. If applicable, we will
include in any prospectus supplement a description of those significant factors
that could make the offering described herein speculative or risky.
USE OF PROCEEDS
Unless specified otherwise in the applicable prospectus supplement, we
expect to use the net proceeds we receive from the sale of the securities
offered by this prospectus and the accompanying prospectus supplement for
general corporate purposes. The general corporate purposes include, among other
things:
- the repayment of outstanding indebtedness;
- working capital;
- capital expenditures; and
- acquisitions, which may consist of acquisitions of discrete assets or
businesses.
The actual application of proceeds from the sale of any particular tranche
of securities issued hereunder will be described in the applicable prospectus
supplement relating to such tranche of securities. The precise amount and timing
of the application of such proceeds will depend upon our funding requirements
and the availability and cost of other funds. The Trusts will use all proceeds
from the sale of trust common and trust preferred securities to purchase
Anadarko debt securities.
8
DESCRIPTION OF DEBT SECURITIES
The following description sets forth the general terms and provisions that
could apply to debt securities issued by Anadarko and to debt securities issued
by Anadarko Finance. All references to senior securities or senior debt
securities in this section includes debt securities issued by Anadarko Finance.
Each prospectus supplement will state the particular terms that actually will
apply to the debt securities included in the supplement.
The debt securities will be either our senior debt securities or our
subordinated securities or debt securities issued by Anadarko Finance. As of
March 31, 2002, we have issued an aggregate of $5.0 billion of senior securities
which amount includes an aggregate of $1.8 billion of debt securities issued by
Anadarko Finance. As of the date of this prospectus, we do not have any
subordinated securities outstanding.
In addition to the following summary, you should refer to the applicable
provisions of the following documents for more detailed information:
- the senior indenture;
- the subordinated indenture, and
- the Anadarko Finance Company senior indenture.
Copies of these indentures are included as exhibits to the registration
statement of which this prospectus is a part.
No indenture limits the aggregate principal amount of debt securities that
we may issue under that indenture. The debt securities may be issued in one or
more series as we may authorize at various times. All debt securities will be
unsecured. The senior securities will have the same rank as all of our other
unsecured and unsubordinated debt. The subordinated securities will be
subordinated to senior indebtedness as described under "-- Subordinated Debt
Securities". The prospectus supplement relating to the particular series of debt
securities being offered will specify the amounts, prices and terms of those
debt securities. These terms may include:
- whether the debt securities are senior securities or subordinated
securities;
- the title and the limit on the aggregate principal amount of the debt
securities;
- the dates on which the debt securities will mature;
- any annual rates (which may be fixed or variable), or the method of
determining any rates, at which the debt securities will bear interest;
- the dates from which interest shall accrue and the dates on which
interest will be payable;
- the currencies in which the debt securities are denominated and principal
and interest may be payable;
- any redemption or sinking fund terms;
- any event of default or covenant with respect to the debt securities of a
particular series, if not set forth in this prospectus;
- whether the debt securities are to be issued, in whole or in part, in the
form of one or more global securities and the depositary for the global
securities;
- whether payments of principal, premium or interest will be free from any
deduction for taxes, assessments or governmental charges payable by the
holders;
- whether we will pay additional amounts on debt securities held by a
non-U.S. person for any tax, assessment or governmental charge and, if
so, whether we will have the option to redeem such securities;
- if definitive securities may be issued, the conditions under which the
same may be issued;
9
- whether the debt securities are convertible into Anadarko common stock;
and,
- any other terms of the series, which will not conflict with the terms of
the applicable indenture.
We may issue debt securities of any series at various times and we may
reopen any series for further issuances from time to time without notice to
existing holders.
We will issue the debt securities in fully registered form without coupons.
Unless we specify otherwise in the applicable prospectus supplement, we will
issue debt securities denominated in U.S. dollars in denominations of $1,000 or
multiples of $1,000.
We will describe special federal income tax and other considerations
relating to debt securities denominated in foreign currencies or units of two or
more foreign currencies in the applicable prospectus supplement.
Unless we specify otherwise in the applicable prospectus supplement, the
covenants contained in the indentures and the debt securities will not provide
special protection to holders of debt securities if we enter into a highly
leveraged transaction, recapitalization or restructuring.
EXCHANGE, REGISTRATION AND TRANSFER
Debt securities of any series that are not global securities will be
exchangeable for other debt securities of the same series and of like aggregate
principal amount and tenor in different authorized denominations. In addition,
you may present debt securities for registration of transfer, together with a
duly executed form of transfer, at the office of the security registrar or at
the office of any transfer agent designated by us for that purpose with respect
to any series of debt securities and referred to in the applicable prospectus
supplement. No service charge is required for any transfer or exchange of debt
securities but we may require payment of any taxes and other governmental
charges. The security registrar or the transfer agent will effect the transfer
or exchange upon being satisfied with the documents of title and identity of the
person making the request. We have appointed the applicable trustee as security
registrar for the applicable indenture. We may at any time designate additional
transfer agents with respect to any series of debt securities.
In the event of any redemption in part, we will not be required to:
- issue, register the transfer of or exchange debt securities of any series
during a period beginning at the opening of business 15 days before the
mailing of notice of redemption of debt securities of that series to be
redeemed and ending at the close of business on the mailing date;
- register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any
registered security being redeemed in part.
For a discussion of restriction on the exchange, registration and transfer
of global securities, see "-- Global Securities."
PAYMENT AND PAYING AGENTS
Unless we specify otherwise in the applicable prospectus supplement,
payment of principal, any premium and any interest on debt securities will be
made at the office of the paying agents that we designate at various times.
However, at our option, we may make interest payments by check mailed to the
address, as it appears in the security register, of the person entitled to the
payments. Unless we specify otherwise in the applicable prospectus supplement,
we will make payment of any installment of interest on debt securities to the
person in whose name that registered security is registered at the close of
business on the regular record date for such interest.
10
Unless we specify otherwise in the applicable prospectus supplement, the
Corporate Trust Office of the trustee in the Borough of Manhattan, The City of
New York, will be designated as our sole paying agent for payments with respect
to debt securities that are issued solely as debt securities.
GLOBAL SECURITIES
The debt securities of a series may be issued in whole or in part in the
form of one or more global certificates that we will deposit with a depositary
identified in the applicable prospectus supplement. Unless and until it is
exchanged in whole or in part for the individual debt securities it represents,
a global security may not be transferred except as a whole:
- by the applicable depositary to a nominee of the depositary,
- by any nominee to the depositary itself or another nominee, or
- by the depositary or any nominee to a successor depositary or any nominee
of the successor.
We will describe the specific terms of the depositary arrangement with
respect to a series of debt securities in the applicable prospectus supplement.
We anticipate that the following provisions will generally apply to depositary
arrangements.
When we issue a global security in registered form, the depositary for the
global security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual debt
securities represented by that global security to the accounts of persons that
have accounts with the depositary ("participants"). Those accounts will be
designated by the dealers, underwriters or agents with respect to the underlying
debt securities or by us if those debt securities are offered and sold directly
by us. Ownership of beneficial interests in a global security will be limited to
participants or persons that may hold interests through participants. For
interests of participants, ownership of beneficial interests in the global
security will be shown on records maintained by the applicable depositary or its
nominee. For interests of persons other than participants, that ownership
information will be shown on the records of participants. Transfer of that
ownership will be effected only through those records. The laws of some states
require that certain purchasers of securities take physical delivery of
securities in definitive form. These limits and laws may impair our ability to
transfer beneficial interests in a global security.
As long as the depositary for a global security, or its nominee, is the
registered owner of that global security, the depositary or nominee will be
considered the sole owner or holder of the debt securities represented by the
global security for all purposes under the applicable indenture. Except as
provided below, owners of beneficial interests in a global security:
- will not be entitled to have any of the underlying debt securities
registered in their names,
- will not receive or be entitled to receive physical delivery of any of
the underlying debt securities in definitive form, and
- will not be considered the owners or holders under the indenture relating
to those debt securities.
Payments of principal of, any premium on and any interest on individual
debt securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee as the
registered owner of the global security representing such debt securities.
Neither we, the trustee for the debt securities, any paying agent nor the
registrar for the debt securities will be responsible for any aspect of the
records relating to or payments made by the depositary or any participants on
account of beneficial interests in the global security.
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We expect that the depositary or its nominee, upon receipt of any payment
of principal, any premium or interest relating to a global security representing
any series of debt securities, immediately will credit participants' accounts
with the payments. Those payments will be credited in amounts proportional to
the respective beneficial interests of the participants in the principal amount
of the global security as shown on the records of the depositary or its nominee.
We also expect that payments by participants to owners of beneficial interests
in the global security held through those participants will be governed by
standing instructions and customary practices. This is now the case with
securities held for the accounts of customers registered in "street name." Those
payments will be the sole responsibility of those participants.
If the depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary and we do not appoint a successor
depositary within 90 days, we will issue individual debt securities of that
series in exchange for the global security or securities representing that
series. In addition, we may at any time in our sole discretion determine not to
have any debt securities of a series represented by one or more global
securities. In that event, we will issue individual debt securities of that
series in exchange for the global security or securities. Further, if we
specify, an owner of a beneficial interest in a global security may, on terms
acceptable to us, the trustee and the applicable depositary, receive individual
debt securities of that series in exchange for those beneficial interests. The
foregoing is subject to any limitations described in the applicable prospectus
supplement. In any such instance, the owner of the beneficial interest will be
entitled to physical delivery of individual debt securities equal in principal
amount to the beneficial interest and to have the debt securities registered in
its name. Those individual debt securities will be issued in any authorized
denominations.
MODIFICATION OF THE INDENTURES
Under each indenture our rights and obligations and the rights of the
holders may be modified with the consent of the holders of at least a majority
in principal amount of the then outstanding debt securities of each series
affected by the modification. None of the following modifications, however, is
effective against any holder without the consent of the holders of all of the
affected outstanding debt securities:
- changing the maturity, installment or interest rate of any of the debt
securities;
- reduce the principal amount of (or premium, if any) or interest on any
debt security;
- reduce the amount of principal of an original issue discount security
payable upon acceleration of maturity;
- changing the conversion provisions of any of the debt securities, or
subordination provisions of the subordinated indenture, in a manner
adverse to the holders;
- change the place or currency of payment of (or premium, if any) or
interest on any debt security;
- reducing the percentage required for modifications or waivers of
compliance with the indentures;
- impair the right of a holder to institute suit for the enforcement of any
payment on or with respect to any debt security; or
- with some exceptions, modifying the provisions for the waiver of
covenants and defaults and any of the foregoing provisions.
Any actions we or the trustee may take toward adding to our covenants,
adding events of default or establishing the structure or terms of the debt
securities as permitted by the indentures will not require the approval of any
holder of debt securities. In addition, we or the trustee may
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cure ambiguities or inconsistencies in the indentures or make other provisions
without the approval of any holder as long as no holder's interests are
materially and adversely affected.
EVENTS OF DEFAULT, NOTICE AND WAIVER
"Event of default" when used in an indenture, will mean any of the
following in relation to a series of debt securities:
- failure to pay interest on any debt security for 60 days after the
interest becomes due;
- failure to pay the principal or any premium on any debt security when
due;
- failure to deposit any sinking fund payment for 60 days after such
payment becomes due;
- failure to perform or breach of any other covenant or warranty in the
indenture that continues for 90 days after our being given notice from
the trustee or the holders of at least 25% in principal amount of the
outstanding debt securities of the series;
- default in the payment when due of other indebtedness in an aggregate
principal amount in excess of $25,000,000, causing such indebtedness to
become due prior to its stated maturity, and such default is not cured
within 30 days after notice from the trustee or the holders of at least
5% in principal amount of the outstanding debt securities of the series;
- a creditor commences involuntary bankruptcy, insolvency or similar
proceedings against us and we are unable to obtain a stay or dismissal of
that proceeding within 90 days;
- we voluntarily seek relief under bankruptcy, insolvency or similar laws
or we consent to a court entering an order for relief against us under
those laws; or
- any other event of default provided for debt securities of that series.
If any event of default relating to outstanding debt securities of any
series occurs and is continuing, either the trustee or the holders of at least
25% in principal amount of the outstanding debt securities of that series may
declare the principal of all of the outstanding debt securities of such series
to be due and immediately payable.
The indentures provide that the holders of at least a majority in principal
amount of the outstanding debt securities of any series may direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee, or of exercising any trust or power conferred on the trustee, with
respect to the debt securities of that series. The trustee may act in any way
that is consistent with those directions and may decline to act if any of the
directions is contrary to law or to the indentures or would involve the trustee
in personal liability.
The indentures provide that the holders of at least a majority in principal
amount of the outstanding debt securities of any series may on behalf of the
holders of all of the outstanding debt securities of the series waive any past
default (and its consequences) under the indentures relating to the series,
except a default (a) in the payment of the principal of or any premium on or
interest on any of the debt securities of the series, or (b) with respect to a
covenant or provision of such indentures which, under the terms of such
indentures, cannot be modified or amended without the consent of the holders of
all of the outstanding debt securities of the series affected.
The indentures contain provisions entitling the trustee, subject to the
duty of the trustee during an event of default to act with the required standard
of care, to be indemnified by the holders of the debt securities of the relevant
series before proceeding to exercise any right or power under the indentures at
the request of those holders.
The indentures require the trustee to, within 90 days after the occurrence
of a default known to it with respect to any series of outstanding debt
securities, give the holders of that series notice of the default if uncured and
unwaived. However, the trustee may withhold this notice if it in good
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faith determines that the withholding of this notice is in the interest of those
holders. However, the trustee may not withhold this notice in the case of a
default in payment of principal, premium, interest or sinking fund installment
with respect to any debt securities of the series. The above notice shall not be
given until at least 60 days after the occurrence of a default in the
performance or a breach of a covenant or warranty in the applicable indenture
other than a covenant to make payment. The term "default" for the purpose of
this provision means any event that is, or after notice or lapse of time, or
both, would become, an event of default with respect to the debt securities of
that series.
Each indenture requires us to file annually with the trustee a certificate,
executed by one of our officers, indicating whether the officer has knowledge of
any default under the indenture.
REPLACEMENT OF SECURITIES
We will replace any mutilated debt security at the expense of the holder
upon surrender of the mutilated debt security to the appropriate trustee. We
will replace debt securities that are destroyed, stolen or lost at the expense
of the holder upon delivery to the appropriate trustee of evidence of the
destruction, loss or theft of the debt securities satisfactory to us and to the
trustee. In the case of a destroyed, lost or stolen debt security, an indemnity
satisfactory to the appropriate trustee and us may be required at the expense of
the holder of the debt security before a replacement debt security will be
issued.
DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee funds or
government securities sufficient to make payments on any series of debt
securities on the dates those payments are due and payable and other specified
conditions are satisfied, then, at our option, either of the following will
occur:
- we will be discharged from our obligations with respect to the debentures
("legal defeasance"); or
- the related events of default will no longer apply to us ("covenant
defeasance").
If we defease any series of debt securities, the holders of such securities
will not be entitled to the benefits of the applicable indenture, except for our
obligations to register the transfer or exchange of such securities, replace
stolen, lost or mutilated securities or maintain paying agencies and hold moneys
for payment in trust. In case of covenant defeasance, our obligation to pay
principal, premium and interest on the applicable series of debt securities will
also survive.
We will be required to deliver to the trustee an opinion of counsel that
the deposit and related defeasance would not cause the holders of the applicable
series of debt securities to recognize income, gain or loss for federal income
tax purposes. If we elect legal defeasance, that opinion of counsel must be
based upon a ruling from the United States Internal Revenue Service or a change
in law to that effect.
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.
SENIOR DEBT SECURITIES LIMITATIONS ON LIENS
Neither we nor any domestic subsidiary of ours will issue, assume or
guarantee any debt secured by a mortgage, lien, pledge or other encumbrance upon
real or personal property of ours or of any of our domestic subsidiaries that is
located in the continental U.S. without providing that
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the senior securities will be secured equally and ratably or prior to the debt.
However, this provision shall not apply to the following:
- Mortgages existing on the date of the senior indenture;
- Mortgages existing at the time a corporation becomes a domestic
subsidiary of ours or at the time it is merged into or consolidated with
us or a domestic subsidiary of ours;
- Mortgages in favor of Anadarko or any domestic subsidiary of ours;
- Mortgages on property (a) existing at the time of the property's
acquisition, (b) to secure payment of all or part of the property's
purchase price, or (c) to secure debt incurred prior to, at the time of
or within 180 days after the acquisition, the completion of construction
or the commencement of full operation of the property or for the purpose
of financing all or part of the property's purchase price;
- Mortgages in favor of the United States of America, any state, any other
country or any political subdivision required by contract or statute;
- Mortgages on property to secure all or part of the cost of construction,
development or repair, alteration or improvement of the property not
later than one year after the completion of or the placing into operation
the property;
- Mortgages on minerals or geothermal resources in place, or on related
leasehold or other property interests which are incurred to finance
development, production or acquisition costs;
- Mortgages on equipment used or usable for drilling, servicing or
operation of oil, gas, coal or other mineral properties or of geothermal
properties;
- Mortgages required by any contract or statute in order to permit us or a
subsidiary of ours to perform any contract or subcontract made with or at
the request of the U.S., any state or any department, agency or
instrumentality of either; or
- Any extension, renewal or replacement of any mortgage referred to in the
preceding items or of any debt secured by those mortgages as long as the
extension, renewal or replacement will be limited to substantially the
same property (plus improvements) which secured the mortgage.
Notwithstanding anything mentioned above, we and any one or more of our
domestic subsidiaries may issue, assume or guarantee debt secured by mortgages
that would otherwise be subject to the foregoing restrictions in an aggregate
principal amount which, together with the aggregate outstanding principal amount
of all other debt of ours and our domestic subsidiaries that would otherwise be
subject to the foregoing restrictions, does not at any one time exceed 10% of
the aggregate amount of assets of Anadarko and its domestic subsidiaries after
deducting therefrom all current liabilities, unamortized debt discount, expense
and other like intangibles as calculated on our consolidated balance sheet as of
a date within 150 days prior to the date of determination.
The following types of transactions, among others, shall not be deemed to
create debt secured by mortgages: (1) the sale or other transfer of oil, gas or
other minerals in place for a period of time until, or in an amount such that,
the transferee will realize from the sale or transfer a specified amount
(however determined) of money or such minerals, or the sale or other transfer of
any other interest in property of the character commonly referred to as an oil
payment or a production payment, and (2) the sale or transfer by Anadarko or a
domestic subsidiary of properties to a partnership, joint venture or other
entity in which we or our domestic subsidiary would retain partial ownership of
the properties.
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THE TRUSTEE
The Bank of New York is trustee under the senior indenture and the Anadarko
Finance Company senior indenture. The trustee or its affiliates have other
customary banking relationships with us and our affiliates.
DESCRIPTION OF GUARANTEES OF ANADARKO FINANCE DEBT SECURITIES
The debt securities issued by Anadarko Finance will be irrevocably and
unconditionally guaranteed on a senior unsecured basis by Anadarko pursuant to a
guarantee (the "Parent Guarantee") included in the indenture. Pursuant to the
Parent Guarantee, Anadarko will guarantee the due and punctual payment of the
principal of, interest and premium on, and liquidated damages, with respect to
the securities, when the same shall become due, whether by acceleration or
otherwise. The Parent Guarantee is enforceable against Anadarko without any need
to first enforce the notes against Anadarko Finance.
The Parent Guarantee of Anadarko Finance debt securities will be an
unsecured and unsubordinated general obligation of Anadarko and will rank on
parity with all of Anadarko's other unsecured and unsubordinated indebtedness.
The Parent Guarantee will be effectively subordinated to all existing and
future obligations of Anadarko's subsidiaries. As of March 31, 2002, Anadarko's
subsidiaries, including Anadarko Finance, had $3.1 billion of indebtedness.
SUBORDINATED DEBT SECURITIES
Under the subordinated indenture, payment of the principal, interest and
any premium on the subordinated securities will generally be subordinated in
right of payment to the prior payment in full of all of our senior indebtedness.
"Senior indebtedness" is defined as the principal of, any premium and
accrued and unpaid interest on the following items, whether outstanding on or
created, incurred or assumed after the date of execution of the subordinated
indenture:
- our indebtedness for money borrowed (other than the subordinated
securities);
- guarantees by us of indebtedness for money borrowed of any other person;
and,
- indebtedness evidenced by notes, debentures, bonds or other instruments
of indebtedness for the payment of which we are responsible or liable, by
guarantees or otherwise.
Senior indebtedness shall also be deemed to include modifications,
renewals, extensions and refundings of any of the types of indebtedness,
liability, obligations or guarantee listed above, unless the relevant instrument
provides that such indebtedness, liability, obligation or guarantee, or such
modification, renewal, extension or refunding, is not senior in right of payment
to the subordinated securities.
No payment by us on account of principal of, any premium or interest on the
subordinated securities except for sinking fund payments as described below may
be made if:
- any default or event of default with respect to any senior indebtedness
occurs and is continuing, or
- any judicial proceeding is pending with respect to any default in payment
of senior indebtedness.
Sinking fund payments may be made during a suspension of principal or
interest payments on subordinated debt provided the sinking fund payments are
made by securities redeemed or acquired prior to the default or by means of
conversion of the securities.
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If any subordinated security is declared due and payable before its
specified date, or upon any payment or distribution of assets by us to creditors
upon our dissolution, winding up, liquidation or reorganization, all principal
of, any premium and interest due or to become due on all senior indebtedness
must be paid in full before the holders of subordinated securities are entitled
to receive or take any payment. Subject to the payment in full of all senior
indebtedness, the holders of the subordinated securities are to be subrogated to
the rights of the holders of senior indebtedness to receive payments or
distribution of our assets applicable to senior indebtedness until the
subordinated securities are paid in full.
By reason of this subordination, in the event of insolvency, our creditors
who are holders of senior indebtedness, as well as some of our general
creditors, may recover more, ratably, than the holders of the subordinated
securities.
The subordinated indenture will not limit the amount of senior indebtedness
or debt securities which may be issued by us or any of our subsidiaries.
CONVERSION RIGHTS
The prospectus supplement will provide if a series of our debt securities
is convertible into Anadarko stock and the initial conversion price per share at
which the securities may be converted.
The subordinated indenture contains additional provisions regarding
conversion rights. If a convertible subordinated security has not been redeemed,
the holder of such convertible security may convert the security, or any portion
of the principal amount in integral multiples of $1,000, at the conversion price
in effect at the time of conversion into shares of Anadarko stock. Conversion
rights shall expire at the close of business on the date specified in the
prospectus supplement for a series of convertible subordinated securities.
Conversion rights expire at the close of business on the redemption date in the
case of any convertible subordinated securities called for redemption.
In order to exercise the conversion privilege, the person entitled to
convert the convertible subordinated security must surrender to Anadarko, at any
office or agency of Anadarko maintained for that purpose, the security with a
written notice of the election to convert the security, and if less than the
entire principal amount of the security is being converted, the amount of
security to be converted. In addition, if the convertible subordinated security
is converted during the period between a record date for the payment of interest
and the related interest payment date the person entitled to convert the debt
security must pay to Anadarko an amount equal to the interest payable on the
principal amount being converted.
No interest on converted subordinated securities will be paid by Anadarko
on any interest payment date after the date of conversion except for those
securities surrendered during the period between a record date for the payment
of interest and the related interest payment date.
Convertible subordinated securities shall be deemed to have been converted
immediately prior to the close of business on the day of surrender of the
security. No fractional shares of stock will be issued upon conversion, but an
adjustment in cash will be made based on the market price at the close of
business on the date of conversion.
The conversion price will be subject to adjustment upon the occurrence of
events specified in the applicable prospectus supplement. Anadarko may also
decrease the conversion price as it considers necessary in order that any event
treated for federal income tax purposes as a dividend of stock or stock rights
will not be taxable to the holders of Anadarko stock.
Anadarko will pay any and all transfer taxes that may be payable in respect
of the issue or delivery of shares of stock on conversion of the securities.
Anadarko is not required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares in a name other than that
of the holder of the security to be converted and no issue and delivery shall
17
be made unless and until the person requesting the issue has paid the amount of
any such tax or established to the satisfaction of Anadarko that such tax has
been paid.
After the occurrence of:
- consolidation with or merger of Anadarko into any other corporation;
- any merger of another corporation into Anadarko; or
- any sale or transfer of substantially all of the assets of Anadarko
which results in any reclassification, change or conversion of the stock, the
holders of any convertible subordinated securities will be entitled to receive
on conversion the kind and amount of shares of stock or other securities, cash
or other property receivable upon such event by a holder of Anadarko stock
immediately prior to the occurrence of the event.
DESCRIPTION OF PREFERRED STOCK
Our Restated Articles of Incorporation authorize the board of directors of
Anadarko, without further stockholder action, to provide for the issuance of up
to 2,000,000 shares of preferred stock, in one or more series, and to fix the
designations, terms, and relative rights and preferences, including the dividend
rate, voting rights, conversion rights, redemption and sinking fund provisions
and liquidation values of each of these series. We may amend from time to time
our restated articles to increase the number of authorized shares of preferred
stock. Any amendment like this would require the approval of the holders of a
majority of the outstanding shares. As of the date of this prospectus, we have
103,000 shares of 5.46% Series B Cumulative Preferred Stock outstanding and
200,000 shares of Series C Junior Participating Preferred Stock authorized for
issuance under our rights agreement, none of which is outstanding.
The particular terms of any series of preferred stock being offered by us
under this shelf registration will be described in the prospectus supplement
relating to that series of preferred stock. Those terms may include:
- the title and liquidation preference per share of the preferred stock and
the number of shares offered;
- the purchase price of the preferred stock;
- the dividend rate (or method of calculation), the dates on which
dividends will be paid and the date from which dividends will begin to
accumulate;
- any redemption or sinking fund provisions of the preferred stock;
- any conversion provisions of the preferred stock;
- the voting rights, if any, of the preferred stock; and,
- any additional dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions of the
preferred stock.
If the terms of any series of preferred stock being offered differ from the
terms set forth in this prospectus, those terms will also be disclosed in the
prospectus supplement relating to that series of preferred stock. You should
also refer to the certificate of designation establishing a particular series of
preferred stock that will be filed with the Secretary of State of the State of
Delaware and the SEC in connection with any offering of preferred stock.
The preferred stock will, when issued, be fully paid and nonassessable.
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DIVIDEND RIGHTS
The preferred stock will be preferred over the common stock as to payment
of dividends. Before any dividends or distributions (other than dividends or
distributions payable in common stock) on the common stock shall be declared and
set apart for payment or paid, the holders of shares of each series of preferred
stock will be entitled to receive dividends when, as and if declared by the
board of directors of Anadarko. We will pay those dividends either in cash,
shares of common stock or preferred stock or otherwise, at the rate and on the
date or dates set forth in the prospectus supplement. With respect to each
series of preferred stock, the dividends on each share of the series will be
cumulative from the date of issue of the share unless some other date is set
forth in the prospectus supplement relating to the series. Accruals of dividends
will not bear interest.
RIGHTS UPON LIQUIDATION
The preferred stock will be preferred over the common stock as to asset
distributions so that the holders of each series of preferred stock will be
entitled to be paid, upon our voluntary or involuntary liquidation, dissolution
or winding up and before any distribution is made to the holders of common
stock, the amount set forth in the applicable prospectus supplement. However, in
this case the holders of preferred stock will not be entitled to any other or
further payment. If upon any liquidation, dissolution or winding up our net
assets are insufficient to permit the payment in full of the respective amounts
to which the holders of all outstanding preferred stock are entitled, our entire
remaining net assets will be distributed among the holders of each series of
preferred stock in amounts proportional to the full amounts to which the holders
of each series are entitled.
REDEMPTION
All shares of any series of preferred stock will be redeemable to the
extent set forth in the prospectus supplement relating to the series. All shares
of any series of preferred stock will be convertible into shares of common stock
or into shares of any other series of preferred stock to the extent set forth in
the applicable prospectus supplement.
PREFERRED STOCK PURCHASE RIGHTS
On October 30, 1998, we entered into a rights agreement with The Chase
Manhattan Bank, as rights agent, providing for a dividend of one preferred stock
purchase right for each outstanding share of our common stock. We issued the
dividend to stockholders of record on November 10, 1998, and holders of shares
of common stock issued since that date are issued rights with their shares. The
rights trade automatically with shares of common stock and become exercisable
only under the circumstances described below. The rights are designed to protect
the interests of Anadarko and our stockholders against coercive takeover
tactics. The purpose of the rights is to encourage potential acquirers to
negotiate with the board of directors of Anadarko prior to attempting a takeover
and to provide the board with leverage in negotiating on behalf of all
stockholders the terms of any proposed takeover. The rights may have
anti-takeover effects. The rights should not, however, interfere with any merger
or other business combination approved by the board of directors of Anadarko.
Until a right is exercised, the right will not entitle the holder to
additional rights as an Anadarko stockholder, including, without limitation, the
right to vote or to receive dividends. Upon becoming exercisable, each right
will entitle its holder to purchase from us one one-thousandth of a share of
Series C Junior Participating Preferred Stock at a purchase price of $175 per
right, subject to adjustment. In general, the rights will not be exercisable
until the earlier of (a) any time that we learn that a person or group or an
affiliate or associate of the person or group has acquired, or has obtained the
right to acquire, beneficial ownership of 15% or more of our outstanding common
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stock, unless provisions preventing accidental triggering of the rights apply
and (b) the close of business on the date, if any, designated by the board of
directors of Anadarko following the commencement of, or first public disclosure
of an intent to commence, a tender or exchange offer for 15% or more of our
outstanding common stock. Below we refer to the earlier of those dates as the
"distribution date" and the person or group acquiring at least 15% of our common
stock as an "acquiring person." In the event that we are acquired in a merger or
other business combination, or 50% or more of our consolidated assets or earning
power are sold after a person becomes an acquiring person, each right will
entitle its holder to purchase, for the purchase price, that number of common
shares of the corporation which at the time of the transaction would have a
market value of twice the right exercise price.
Any rights that are at any time beneficially owned by an acquiring person,
or any associate or affiliate of the acquiring person, will be null and void and
nontransferable, and any holder of such right, including any purported
transferee or subsequent holder, will be unable to exercise or transfer the
right.
The rights will expire at the close of business on November 10, 2008,
unless redeemed before that time. At any time prior to the earlier of (a) the
time a person or group becomes an acquiring person and (b) the expiration date,
the board of directors of Anadarko may redeem the rights in whole, but not in
part, at a price of $.01 per right. This amount is subject to adjustment as
provided in the rights agreement.
The preceding summary describes the material terms of the preferred stock
purchase rights. You should refer to the applicable provisions of the rights
agreement and the form of right certificate, which are incorporated by reference
to Exhibit 4.1 to our Form 8-A, filed with the SEC on October 30, 1998.
PROVISIONS OF ANADARKO'S RESTATED CERTIFICATE OF INCORPORATION
In the event of a proposed merger or tender offer, proxy contest or other
attempt to gain control of us which is not approved by the board of directors of
Anadarko, it would be possible for the board of directors of Anadarko to
authorize the issuance of one or more series of preferred stock with voting
rights or other rights and preferences which would impede the success of the
proposed merger, tender offer, proxy contest or other attempt to gain control of
us. This authority may be limited by applicable law, the restated articles and
the applicable rules of the stock exchanges upon which the common stock is
listed. The consent of the holders of common stock would not be required for any
issuance of preferred stock like this.
The restated articles also provide that the board of directors of Anadarko
is classified into three classes and that some provisions of the restated
articles may be amended only by the affirmative vote of the holders of at least
80% of the voting power of our then outstanding voting stock.
DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock. If we exercise this option, we will
issue to the public receipts for depositary shares, and each of these depositary
shares will represent a fraction (to be set forth in the applicable prospectus
supplement) of a share of a particular series of preferred stock.
The shares of any series of preferred stock underlying the depositary
shares will be deposited under a deposit agreement between us and a bank or
trust company selected by us. The depositary will have its principal office in
the United States and a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fraction of a share of
preferred stock underlying that depositary share, to all the rights and
preferences of the preferred stock underlying that depositary share. Those
rights include dividend, voting, redemption and liquidation rights.
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The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred stock underlying the
depositary shares, in accordance with the terms of the offering. Copies of the
forms of deposit agreement and depositary receipt will be filed as exhibits to
the registration statement. The following summary of the deposit agreement, the
depositary shares and the depositary receipts describes the material features of
such items. For additional information regarding same, you should refer to the
forms of the deposit agreement and depositary receipts that will be filed with
the SEC in connection with the offering of the specific depositary shares.
Pending the preparation of definitive engraved depositary receipts, the
depositary may, upon our written order, issue temporary depositary receipts
substantially identical to the definitive depositary receipts but not in
definitive form. These temporary depositary receipts entitle their holders to
all the rights of definitive depositary receipts which are to be prepared
without unreasonable delay. Temporary depositary receipts will then be
exchangeable for definitive depositary receipts at our expense.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received with respect to the preferred stock to the record holders
of depositary shares relating to the preferred stock in proportion to the number
of depositary shares owned by those holders.
If there is a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the applicable holders.
REDEMPTION OF DEPOSITARY SHARES
If a series of preferred stock represented by depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of that
series of preferred stock held by the depositary. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to that series of the preferred stock.
Whenever we redeem shares of preferred stock that are held by the depositary,
the depositary will redeem, as of the same redemption date, the number of
depositary shares representing the shares of preferred stock so redeemed. If
fewer than all the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected by lot or pro rata as may be determined by the
depositary.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice to the record holders of the depositary shares underlying the
preferred stock. Each record holder of the depositary shares on the record date
(which will be the same date as the record date for the preferred stock) will be
entitled to instruct the depositary as to the exercise of the voting rights
pertaining to the amount of the preferred stock represented by such holder's
depositary shares. If proper voting instructions are timely received by the
depositary, the depositary will then vote the number of shares of preferred
stock underlying those depositary shares in accordance with such instructions,
and we will agree to take all actions which may be deemed necessary by the
depositary to enable the depositary to do so. The depositary will not vote the
shares of preferred stock to the extent it does not receive specific
instructions from the holders of depositary shares underlying the preferred
stock.
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AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless the amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. The deposit agreement may be
terminated by us or by the depositary only if (a) all outstanding depositary
shares have been redeemed or (b) there has been a final distribution of the
underlying preferred stock in connection with our liquidation, dissolution or
winding up and the preferred stock has been distributed to the holders of
depositary receipts.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and any redemption of the preferred stock. Holders of depositary
receipts will pay other transfer and other taxes and governmental charges and
those other charges, including a fee for the withdrawal of shares of preferred
stock upon surrender of depositary receipts, as are expressly provided in the
deposit agreement to be for their accounts.
MISCELLANEOUS
The depositary will forward to holders of depositary receipts all reports
and communications from us that we deliver to the depositary and that we are
required to furnish to the holders of the preferred stock.
Neither we nor the depositary will be liable if either of us is prevented
or delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither we nor they will be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting preferred stock for deposit, holders
of depositary receipts or other persons believed to be competent and on
documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering notice to us of its
election to resign. We may remove the depositary at any time. Any resignation or
removal will take effect upon the appointment of a successor depositary and its
acceptance of the appointment. The successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to
450,000,000 shares of common stock. As of March 1, 2002, we had 254,109,123
shares of common stock issued and had reserved 34,371,489 additional shares of
common stock for issuance under our various stock and compensation incentive
plans, convertible debentures and plan of merger with Union Pacific Resources
Group, Inc.
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The following summary describes the material features of our common stock.
For additional information, you should refer to the applicable provisions of the
following documents:
- the restated certificate of incorporation, which is incorporated by
reference to Exhibit 4(a) to our Registration Statement on Form S-3 (No.
333-60496) dated May 9, 2001;
- the amendment to the restated certificate of incorporation, which is
incorporated by reference to Exhibit 4.1 to our Form 8-K dated July 28,
2000; and,
- the by-laws, as amended, which are incorporated by reference to Exhibit
3(e) to our Form 10-Q for the quarter ended September 30, 2000.
DIVIDENDS
On April 25, 2002, our board of directors declared dividends of $0.075 per
share on our common stock and $13.65 per share on our 5.46% Series B Cumulative
Preferred Stock. The amount of any future common stock dividends declared would
be at the discretion of our board of directors and would depend on earnings,
financial condition, capital requirements and other relevant factors. The amount
of future common stock dividends will be determined by the board of directors on
a quarterly basis. The holders of common stock are entitled to receive dividends
when, as and if declared by the board of directors of Anadarko, out of funds
legally available for their payment subject to the rights of holders of
preferred stock.
VOTING RIGHTS
The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders.
RIGHTS UPON LIQUIDATION
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of common stock will be entitled to share equally in any
of our assets available for distribution after the payment in full of all debts
and distributions and after the holders of all series of outstanding preferred
stock have received their liquidation preferences in full.
MISCELLANEOUS
The outstanding shares of common stock are fully paid and nonassessable.
The holders of common stock are not entitled to preemptive or redemption rights.
Shares of common stock are not convertible into shares of any other class of
capital stock. Mellon Investor Shareholder Services LLC, South Hackensack, New
Jersey, is the transfer agent and registrar for the common stock.
DESCRIPTION OF SECURITIES WARRANTS
We may issue securities warrants for the purchase of debt securities,
preferred stock or common stock. Securities warrants may be issued independently
or together with debt securities, preferred stock or common stock and may be
attached to or separate from any offered securities. Each series of securities
warrants will be issued under a separate warrant agreement to be entered into
between us and a bank or trust company, as warrant agent. The securities warrant
agent will act solely as our agent in connection with the securities warrants
and will not assume any obligation or relationship of agency or trust for or
with any registered holders of securities warrants or beneficial owners of
securities warrants. In addition to this summary, you should refer to the
securities warrant agreement, including the forms of securities warrant
certificate representing the securities warrants, relating to the specific
securities warrants being offered for the complete terms of the securities
warrant agreement and the securities warrants. That securities warrant
agreement,
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together with the terms of securities warrant certificate and securities
warrants, will be filed with the SEC in connection with the offering of the
specific securities warrants.
The particular terms of any issue of securities warrants will be described
in the prospectus supplement relating to the issue. Those terms may include:
- the designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securities purchasable upon exercise of
securities warrants to purchase debt securities and the price at which
the debt securities may be purchased upon exercise;
- the designation, number of shares, stated value and terms (including,
without limitation, liquidation, dividend, conversion and voting rights)
of the series of preferred stock purchasable upon exercise of securities
warrants to purchase shares of preferred stock and the price at which
such number of shares of preferred stock of such series may be purchased
upon such exercise;
- the number of shares of common stock purchasable upon the exercise of
securities warrants to purchase shares of common stock and the price at
which such number of shares of common stock may be purchased upon such
exercise;
- the date on which the right to exercise the securities warrants will
commence and the date on which the right will expire;
- United States federal income tax consequences applicable to the
securities warrants; and,
- any other terms of the securities warrant.
Securities warrants for the purchase of preferred stock and common stock
will be offered and exercisable for U.S. dollars only. Securities warrants will
be issued in registered form only. The exercise price for securities warrants
will be subject to adjustment in accordance with the applicable prospectus
supplement.
Each securities warrant will entitle its holder to purchase the principal
amount of debt securities or the number of shares of preferred stock or common
stock at the exercise price set forth in, or calculable as set forth in, the
applicable prospectus supplement. The exercise price may be adjusted upon the
occurrence of events as set forth in the prospectus supplement. After the close
of business on the expiration date, unexercised securities warrants will become
void. We will specify the place or places where, and the manner in which,
securities warrants may be exercised in the applicable prospectus supplement.
Prior to the exercise of any securities warrants to purchase debt
securities, preferred stock or common stock, holders of the securities warrants
will not have any of the rights of holders of the debt securities, preferred
stock or common stock purchasable upon exercise, including:
- in the case of securities warrants for the purchase of debt securities,
the right to receive payments of principal of, any premium or interest on
the debt securities purchasable upon exercise or to enforce covenants in
the applicable indenture; or,
- in the case of securities warrants for the purchase of preferred stock or
common stock, the right to vote or to receive any payments of dividends
on the preferred stock or common stock purchasable upon exercise.
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
We may issue purchase contracts representing contracts obligating holders
to purchase from Anadarko, and Anadarko to sell to the holders, or for Anadarko
to issue in exchange for other securities a specified number of shares of common
stock or preferred stock (or a range of numbers of shares pursuant to a
predetermined formula) at a future date or dates or on the occurrence of
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specified events. The price or exchange rate per share of common stock or
preferred stock may be fixed at the time the contracts are issued or may be
determined by reference to a specific formula set forth in the contracts.
The purchase contracts may be issued separately or as a part of units,
often known as purchase units, consisting of a purchase contract and the
following:
- senior debt securities or subordinated securities of Anadarko or one of
its subsidiaries;
- debt obligations of third parties, including U.S. treasury securities;
- trust preferred securities of the Trusts, all of whose trust common
securities are owned by Anadarko or by subsidiaries of Anadarko; or
- any combination of the foregoing
securing the holder's obligations to purchase the common stock or preferred
stock under the purchase contracts.
The purchase contracts may require Anadarko to make periodic payments to
the holders of the purchase units or vice versa, and such payments may be
unsecured or prefunded on some basis. The purchase contracts may require holders
to secure their obligations thereunder in a specified manner, and in certain
circumstances Anadarko may deliver newly issued prepaid purchase contracts,
often known as prepaid securities, upon release to a holder of any collateral
securing such holder's obligations under the original purchase contract.
The applicable prospectus supplement will describe the material terms of
any purchase contracts or purchase units and, if applicable, prepaid securities.
For more information regarding same, you should review the purchase contracts,
the collateral arrangements and the depositary arrangements, if applicable,
relating to such purchase contracts or purchase units and, if applicable, the
prepaid securities and the document pursuant to which the prepaid securities
will be issued. These documents will be filed with the SEC promptly after the
offering of such purchase contracts or purchase units and, if applicable,
prepaid securities.
DESCRIPTION OF TRUST PREFERRED SECURITIES
Each Trust may issue only one series of trust preferred securities. The
Trust Agreement of each Trust will authorize the administrative trustees to
issue the trust preferred securities of that Trust on behalf of that Trust. For
additional information you should refer to the applicable trust agreement. The
form of trust agreement is an exhibit to the registration statement, of which
this prospectus is a part.
The prospectus supplement for a particular series of trust preferred
securities being offered will disclose the specific terms related to the
offering, including the price or prices at which the trust preferred securities
to be offered will be issued. Those terms will include some or all of the
following:
- the title of the series;
- the number of trust preferred securities of the series;
- the yearly distribution rate, or the method of determining that rate, and
the date or dates on which distributions will be payable;
- the date or dates, or method of determining the date or dates, from which
distributions will be cumulative;
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- the amount that will be paid out of the assets of the Trust to the
holders of the trust preferred securities upon the voluntary or
involuntary dissolution, winding-up or termination of the Trust;
- any obligation that the Trust has to purchase or redeem the trust
preferred securities, and the price at which, the period within which,
and the terms and conditions upon which the Trust will purchase or redeem
them;
- any voting rights of the trust preferred securities that are in addition
to those legally required, including any right that the holders of the
trust preferred securities have to approve certain actions under or
amendments to the trust agreement;
- any right that the Trust has to defer distributions on the trust
preferred securities in the event that Anadarko extends the interest
payment period on the related subordinated debt securities of Anadarko;
and
- any other rights, preferences, privileges, limitations or restrictions
upon the trust preferred securities of the series.
Anadarko will guarantee each series of trust preferred securities to the
extent described below under the caption "Description of Guarantees."
The applicable prospectus supplement will describe any material United
States federal income tax considerations that apply to the trust preferred
securities.
DESCRIPTION OF GUARANTEES OF TRUST PREFERRED SECURITIES
Anadarko will execute the guarantees from time to time for the benefit of
the holders of the trust preferred securities of the respective Trusts. The Bank
of New York will act as guarantee trustee under each guarantee. The guarantee
trustee will hold each guarantee for the benefit of the holders of the trust
preferred securities to which it relates.
The following summary of the guarantees describes the material features of
the guarantees. For additional information regarding same, you should review the
form of guarantee, which is included as an exhibit to the registration
statement, of which this prospectus is a part.
GENERAL
Anadarko will irrevocably and unconditionally agree under each guarantee to
pay the guarantee payments that are described below, to the extent specified in
that guarantee, to the holders of the trust preferred securities to which the
guarantee relates, to the extent that the guarantee payments are not paid by or
on behalf of the related Trust. Anadarko is required to pay the guarantee
payments to the extent specified in the relevant guarantee regardless of any
defense, right of set-off or counterclaim that Anadarko may have or may assert
against any person.
The following payments and distributions on the trust preferred securities
of a Trust are guarantee payments:
- any accrued and unpaid distributions required to be paid on the trust
preferred securities of the Trust, but only to the extent that the Trust
has funds legally and immediately available for those distributions;
- the redemption price for any trust preferred securities that the Trust
calls for redemption, including all accrued and unpaid distributions to
the redemption date, but only to the extent that the Trust has funds
legally and immediately available for the payment; and
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- upon dissolution, winding-up or termination of the Trust, other than in
connection with the distribution of subordinated notes to the holders of
trust securities of the Trust or the redemption of all the trust
preferred securities of the Trust, the lesser of:
- the sum of the liquidation amount and all accrued and unpaid
distributions on the trust preferred securities of the Trust to the
payment date, to the extent that the Trust has funds legally and
immediately available for the payment; and
- the amount of assets of the Trust remaining available for distribution
to holders of the trust preferred securities of the Trust in liquidation
of the Trust.
Anadarko may satisfy its obligation to make a guarantee payment by making
that payment directly to the holders of the related trust preferred securities
or by causing the Trust to make the payment to those holders.
Each guarantee will be a full and unconditional guarantee, subject to
certain subordination provisions, of the guarantee payments with respect to the
related trust preferred securities from the time of issuance of those trust
preferred securities, except that the guarantee will only apply to the payment
of distributions and other payments on the trust preferred securities when the
Trust has sufficient funds legally and immediately available to make those
distributions or other payments.
If Anadarko does not make the required payments on the subordinated notes
that the property trustee holds under a Trust, that Trust will not make the
related payments on its trust preferred securities.
SUBORDINATION
Anadarko's obligations under each guarantee will be unsecured obligations
of Anadarko. Those obligations will rank:
- subordinate and junior in right of payment of all of Anadarko's other
liabilities, other than obligations or liabilities that rank equal in
priority or subordinate by their terms;
- equal in priority with Anadarko's preferred stock and 5.46% Series B
Cumulative Preferred Stock and similar guarantees; and
- senior to Anadarko's common stock.
Anadarko has 5.46% Series B Cumulative Preferred Stock outstanding that
will rank equal in priority with the guarantees and has common stock outstanding
that will rank junior to the guarantees.
Each guarantee will be a guarantee of payment and not of collection. This
means that the guaranteed party may institute a legal proceeding directly
against Anadarko, as guarantor, to enforce its rights under the guarantee
without first instituting a legal proceeding against any other person or entity.
The terms of the trust preferred securities will provide that each holder
of the trust preferred securities, by accepting those trust preferred
securities, agrees to the subordination provisions and other terms of the
related guarantee.
AMENDMENTS AND ASSIGNMENT
Anadarko may amend each guarantee without the consent of any holder of the
trust preferred securities to which that guarantee relates if the amendment does
not materially and adversely affect the rights of those holders. Anadarko may
otherwise amend each guarantee with the approval of the holders of at least
66 2/3% of the outstanding trust preferred securities to which that guarantee
relates.
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TERMINATION
Each guarantee will terminate and be of no further effect when:
- the redemption price of the trust preferred securities to which the
guarantee relates is fully paid;
- Anadarko distributes the related subordinated debt securities to the
holders of those trust preferred securities; or
- the amounts payable upon liquidation of the related Trust are fully paid.
Each guarantee will remain in effect or will be reinstated if at any time
any holder of the related trust preferred securities must restore payment of any
sums paid to that holder with respect to those trust preferred securities or
under that guarantee.
EVENTS OF DEFAULT
An event of default will occur under any guarantee if Anadarko fails to
perform any of its payment obligations under that guarantee. The holders of a
majority of the trust preferred securities of any series may waive any such
event of default and its consequences on behalf of all of the holders of the
trust preferred securities of that series. The guarantee trustee is obligated to
enforce the guarantee for the benefit of the holders of the trust preferred
securities of a series if an event of default occurs under the related
guarantee.
The holders of a majority of the trust preferred securities to which a
guarantee relates have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee with
respect to that guarantee or to direct the exercise of any trust or power that
the guarantee trustee holds under that guarantee. Any holder of the related
trust preferred securities may institute a legal proceeding directly against
Anadarko to enforce that holder's rights under the guarantee without first
instituting a legal proceeding against the guarantee trustee or any other person
or entity.
CONCERNING THE GUARANTEE TRUSTEE
The Bank of New York will be the guarantee trustee. It will also be the
property trustee, the subordinated indenture trustee and the senior indenture
trustee. Anadarko and certain of its affiliates maintain deposit accounts and
banking relationships with The Bank of New York. The Bank of New York also
serves as trustee under other indentures pursuant to which securities of
Anadarko and certain of its affiliates are outstanding.
The guarantee trustee will perform only those duties that are specifically
set forth in each guarantee unless an event of default under the guarantee
occurs and is continuing. In case an event of default occurs and is continuing,
the guarantee trustee will exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
those provisions, the guarantee trustee is under no obligation to exercise any
of its powers under any guarantee at the request of any holder of the related
trust preferred securities unless that holder offers reasonable indemnity to the
guarantee trustee against the costs, expenses and liabilities which it might
incur as a result.
AGREEMENTS AS TO EXPENSES AND LIABILITIES
Anadarko will enter into an agreement as to expenses and liabilities under
each Trust Agreement. Each agreement as to expenses and liabilities will provide
that Anadarko will, with certain exceptions, irrevocably and unconditionally
guarantee the full payment of any indebtedness, expenses or liabilities of the
related Trust to each person or entity to whom that Trust becomes indebted or
liable. The exceptions are the obligations of the Trust to pay to the holders of
the
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related trust preferred securities or other similar interests in that Trust the
amounts due to the holders under the terms of those trust preferred securities
or those similar interests.
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,
THE DEBT SECURITIES AND THE GUARANTEES
As long as we make payments of interest and other payments when due on the
subordinated debt securities purchased by a Trust, those payments will be
sufficient to cover distributions and other payments due on the trust preferred
securities, primarily because:
- the aggregate principal amount of the subordinated debt securities will
be equal to the sum of the aggregate stated liquidation preference of the
trust securities;
- the interest rate and interest and other payment dates of the
subordinated debt securities will match the distribution rate and
distribution and other payment dates for the trust preferred securities;
- we will pay any and all costs, expenses and liabilities of the Trusts,
except the Trusts' obligations to holders of its trust preferred
securities under the terms of such trust preferred securities; and
- the trust agreement of each Trust prohibits the trust from engaging in
any activity that is not consistent with the limited purposes of the
Trust.
We irrevocably guarantee payments of distributions and other amounts due on
the trust preferred securities of a Trust, to the extent the Trust has funds
available for the payment of such distributions as described in "Description of
Guarantees" in this prospectus. Taken together, our obligations under the
subordinated debt securities, the subordinated indenture, the trust agreements
and the trust guarantees provide a full, irrevocable and unconditional guarantee
of payments of distributions and other amounts due on the trust preferred
securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such a guarantee. It is only
the combined operation of these documents that has the effect of providing a
full, irrevocable and unconditional guarantee of each of the Trust's obligations
under its trust preferred securities. If we do not make payments on the
subordinated debt securities, the Trusts will not pay distributions or other
amounts due on the trust preferred securities. The trust guarantees do not cover
payment of distributions when the applicable Trust does not have sufficient
funds to pay the distributions. In this event, the remedies of a holder of the
trust preferred securities of the trust are described in this prospectus under
"Description of Guarantees -- Events of Default." Our obligations under the
trust guarantees are unsecured and are subordinate and junior in right of
payment to all of our other liabilities.
Notwithstanding anything to the contrary in the subordinated indenture and
to the extent set forth in the subordinated indenture, we have the right to
set-off any payment we are otherwise required to make under the indenture with
and to the extent we have made or are concurrently on the date of such payment
making, a payment under a trust guarantee.
A holder of trust preferred securities of a Trust may institute a legal
proceeding directly against us to enforce its rights under the trust guarantee
without first instituting a legal proceeding against the trust guarantee
trustee, the Trust or any other person or entity.
The trust preferred securities of a Trust evidence a beneficial interest in
the trust. The Trusts exist for the sole purpose of issuing the trust securities
and investing the proceeds in our subordinated debt securities. A principal
difference between the rights of a holder of trust preferred securities and a
holder of subordinated debt securities is that a holder of subordinated debt
securities is entitled to receive from us the principal amount of and interest
accrued on debt securities held, while a holder of trust preferred securities is
entitled to receive distributions from a
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trust, or from us under the trust guarantee, if and to the extent the trust has
funds available for the payment of such distributions.
Upon any voluntary or involuntary termination, winding-up or liquidation of
a trust involving the liquidation of the subordinated debt securities, the
holders of the trust preferred securities of the trust will be entitled to
receive, out of assets held by the trust and after satisfaction of liabilities
to creditors of the trust as provided by applicable law, the liquidation
distribution in cash. Upon any voluntary or involuntary liquidation or
bankruptcy of us, the property trustees of a trust, as holder of the
subordinated debt securities of the trust, would be a subordinated creditor of
us, subordinated in right of payment to all of our senior debt, but entitled to
receive payment in full of principal and interest, before any of our
stockholders receive payments or distributions. Since we are the guarantor under
the trust guarantees and we have agreed to pay for all costs, expenses and
liabilities of the Trusts other than the Trusts' obligations to the holders of
the trust preferred securities, the positions of a holder of trust preferred
securities and a holder of subordinated debt securities relative to other
creditors and to our shareholders in the event of our liquidation or bankruptcy
would be substantially the same.
A default or event of default under any of our senior debt will not
constitute a default or event of default under the subordinated indenture.
However, in the event of payment defaults under, or acceleration of, our senior
debt, the subordination provisions of the subordinated indenture provide that no
payments may be made on the debt securities until our senior debt has been paid
in full or any payment default under our senior debt has been cured or waived.
Our failure to make required payments on a series of subordinated debt
securities would constitute an event of default under the subordinated
indenture.
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PLAN OF DISTRIBUTION
We may sell the debt securities, preferred stock, depositary shares, common
stock, securities warrants, purchase contracts, purchase units or trust
preferred securities (together referred to as the "offered securities") (a)
through underwriters or dealers, (b) directly to one or a limited number of
institutional purchasers or (c) through agents. This prospectus or the
applicable prospectus supplement will set forth the terms of the offering of any
offered securities, including the name or names of any underwriters, dealers or
agents, the price of the offered securities and the net proceeds to us from such
sale, any underwriting commissions or other items constituting underwriters'
compensation.
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The offered securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by one or more
investment banking firms or others, as designated. Unless otherwise set forth in
the applicable prospectus supplement, the obligations of the underwriters or
agents to purchase the offered securities will be subject to conditions
precedent and the underwriters will be obligated to purchase all the offered
securities if any are purchased. Any initial public offering price and any
underwriting commissions or other items constituting underwriters' compensation
may be changed from time to time.
If a dealer is utilized in the sale of any offered securities, we will sell
those offered securities to the dealer, as principal. The dealer may then resell
the offered securities to the public at varying prices to be determined by the
dealer at the time of resale.
We may sell offered securities directly to one or more institutional
purchasers, or through agents at a fixed price or prices, which may be changed,
or at varying prices determined at time of sale. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a best effort basis for
the period of its appointment.
If an applicable prospectus supplement indicates, we will authorize agents,
underwriters or dealers to solicit offers by specified institutions to purchase
offered securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment and
delivery on a specified date in the future. These contracts will be subject only
to those conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for solicitation of the
contracts.
Under agreements entered into with us, agents and underwriters who
participate in the distribution of the offered securities may be entitled to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the agents or underwriters may be required to make. Agents and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
31
LEGAL MATTERS
The validity of the offered securities will be passed upon for us by
Andrews & Kurth, Mayor, Day & Caldwell L.L.P. Houston, Texas, for the Trusts by
Potter Anderson & Corroon LLP, Wilmington, Delaware, for Anadarko Finance by
McInnes Cooper, Halifax, Nova Scotia, Canada, and for any underwriters, dealers
or agents by Hughes Hubbard & Reed LLP, New York, New York.
EXPERTS
The consolidated financial statements of Anadarko and its subsidiaries as
of December 31, 2001 and 2000 and for each of the years in the three-year period
ended December 31, 2001, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The audit report covering the December 31, 2001 and 2000 consolidated
financial statements refers to a change in accounting for derivative financial
instruments in 2001 and to a change in accounting for foreign crude oil
inventories in 2000.
The consolidated financial statements of Union Pacific Resources Group Inc.
and its subsidiaries as of and for the years ended December 31, 1999 and 1998
incorporated by reference in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. Arthur Andersen LLP
has not consented to the inclusion of their report in this prospectus, and we
have dispensed with the requirement to file their consent in reliance upon Rule
437a of the Securities Act of 1933. Because Arthur Andersen LLP has not
consented to the inclusion of their report in this prospectus, you will not be
able to recover against Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statements of a material fact contained in the financial
statements audited by Arthur Andersen LLP or any omissions to state a material
fact required to be stated therein.
With respect to the unaudited interim financial information of Union
Pacific Resources Group Inc. and its subsidiaries for the quarter ended March
31, 2000 incorporated by reference in the registration statement, Arthur
Andersen LLP has applied limited procedures in accordance with professional
standards for a review of that information. However, their separate report
thereon states that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on their
report on that information should be restricted in light of the limited nature
of the review procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act of 1933 for
their report on the unaudited interim financial information because that report
is not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the Act.
32
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses which will be paid by the Company are as follows:
<Table>
SEC Registration Fee........................................ $ 92,000
Accounting Fees and Expenses................................ $ 50,000
Legal Fees and Expenses..................................... $ 30,000
Printing and Engraving...................................... $ 95,000
Fees and Expenses of Trustees and Counsel................... $ 15,000
Miscellaneous............................................... $ 1,500
--------
TOTAL............................................. $283,500
========
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides for
indemnification of officers and directors under certain conditions.
Article IX of the By-Laws of the Company provides for indemnification of
officers and directors to the fullest extent which may be provided by a by-law
under applicable law.
The Company maintains insurance for officers and directors of the
Registrant against certain liabilities, including liabilities under the
Securities Act of 1933, under insurance policies, the premiums of which are paid
by the Company. The effect of these is to indemnify any officer or director of
the Registrant against expenses, judgments, attorney's fees and other amounts
paid in settlements incurred by an officer or director upon a determination that
such person acted in good faith.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or are incorporated by reference
to a prior filing as indicated.
<Table>
(1) -- (a) Form of Underwriting Agreement relating to the Debt
Securities (incorporated by reference to Exhibit 1(a) to
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(b) Form of Underwriting Agreement relating to the Equity
Securities (incorporated by reference to Exhibit 1(b) to the
Current Report on Form 8-K filed on August 28, 2001, File
No. 1-08968).
(c) Form of Underwriting Agreement relating to the Trust
Preferred Securities.***
(d) Form of Underwriting Agreement relating to the Purchase
Contracts and the Purchase Units.***
(4) -- (a) Senior Indenture (incorporated by reference to Exhibit 4(a)
to the Registration Statement on Form S-3 (No. 333-55964,
-01, -02, -03)).
(b) Form of Senior Debt Security (included in Article Two of
Exhibit 4(a)).
(c) Form of Senior Indenture of Anadarko Finance Company.**
(d) Form of Anadarko Finance Senior Debt Security (included in
Article Two of Exhibit 4(c)).
(e) Form of Subordinated Indenture (incorporated by reference to
Exhibit 4(c) to the Registration Statement on Form S-3 (No.
333-55964, -01, -02, -03)).
(f) Form of Subordinated Debt Security (included in Article Two
of Exhibit 4(e)).
</Table>
II-1
<Table>
(g) Restated Certificate of Incorporation of the Company, dated
August 28, 1986 (incorporated by reference to Exhibit 4(a)
to the Registration Statement on Form S-3 (No. 333-60496)).
(h) Amendment to Restated Certificate of Incorporation, dated
July 14, 2000 (incorporated by reference to Exhibit 4.1 to
Form 8-K dated July 28, 2000, File No. 1-08968).
(i) By-laws of the Company, as amended (incorporated by
reference to Exhibit 3(e) to Form 10-Q for quarter ended
September 30, 2000, File No. 1-08968).
(j) Rights Agreement, dated as of October 29, 1998 between the
Company and The Chase Manhattan Bank (incorporated by
reference to Exhibit 4.1 to Form 8-A, dated October 30,
1998, File No. 1-08968).
(k) Corrected Certificate of Trust of Anadarko Petroleum Capital
Trust I (incorporated by reference to Exhibit 4(i) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(l) Corrected Certificate of Trust of Anadarko Petroleum Capital
Trust II (incorporated by reference to Exhibit 4(j) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(m) Corrected Certificate of Trust of Anadarko Petroleum Capital
Trust III (incorporated by reference to Exhibit 4(k) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(n) Declaration of Trust of Anadarko Petroleum Capital Trust
I.**
(o) Declaration of Trust of Anadarko Petroleum Capital Trust
II.**
(p) Declaration of Trust of Anadarko Petroleum Capital Trust
III.**
(q) Form of Amended and Restated Declaration of Trust
(Declarations for Anadarko Petroleum Capital Trust I,
Anadarko Petroleum Capital Trust II and Anadarko Petroleum
Capital Trust III will be substantially identical except for
names and dates).***
(r) Form of Trust Preferred Security for Anadarko Petroleum
Capital Trust I, Anadarko Petroleum Capital Trust II and
Anadarko Petroleum Capital Trust III (included in Exhibit
4(q) above).***
(s) Form of Guarantee Agreement (Agreements for Anadarko
Petroleum Capital Trust I, Anadarko Petroleum Capital Trust
II and Anadarko Petroleum Capital Trust III will be
substantially identical except for names and dates).***
(5) -- (a) Opinion of Counsel to the Company.*
(b) Opinion of Delaware counsel relating to Anadarko Petroleum
Capital Trust I.*
(c) Opinion of Delaware counsel relating to Anadarko Petroleum
Capital Trust II.*
(d) Opinion of Delaware counsel relating to Anadarko Petroleum
Capital Trust III.*
(e) Opinion of Nova Scotia counsel relating to Anadarko Finance
Company.*
(12) -- (a) Computation of Ratio of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.**
(23) -- (a) Consent of Counsel to the Company (included in Exhibits
5(a)).
(b) Consent of Delaware counsel (included in Exhibits 5(b), (c)
and (d)).
(c) Consent of KPMG LLP.*
(d) Consent of Nova Scotia Counsel to Anadarko Finance Company
(included in Exhibit 5(e)).
(24) -- (a) Powers of Attorney (included on signature page).**
(25) -- (a) Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended, on Form T-1 of The Bank
of New York, as Senior Indenture Trustee (incorporated by
reference to Exhibit 25(a) to the Registration Statement on
Form S-3 (No. 333-55964, -01, -02, -03)).
</Table>
II-2
<Table>
(25) -- (b) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Senior
Indenture Trustee under the Anadarko Finance Company Senior
Indenture.**
(25) -- (c) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Subordinated
Indenture Trustee (included as part of Exhibit 25(a)).
(25) -- (d) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under Anadarko Petroleum Capital Trust I
(incorporated by reference to Exhibit 25(c) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (e) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under Anadarko Petroleum Capital Trust II
(incorporated by reference to Exhibit 25(d) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (f) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under Anadarko Petroleum Capital Trust III
(incorporated by reference to Exhibit 25(e) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (g) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee with respect to Anadarko Petroleum Capital Trust I
(incorporated by reference to Exhibit 25(f) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (h) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee with respect to Anadarko Petroleum Capital Trust II
(incorporated by reference to Exhibit 25(g) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (i) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee with respect to Anadarko Petroleum Capital Trust III
(incorporated by reference to Exhibit 25(h) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
</Table>
- ---------------
* Filed herewith
** Previously filed
*** To be filed on a Current Report on Form 8-K in connection with and prior to
a specific offering.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-3
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to any charter provision, by-law, contract, arrangement,
statute, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted against the registrant by such director, officer
or controlling person in connection with the securities being registered, the
registrant 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under Subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE
CITY OF HOUSTON, AND STATE OF TEXAS, ON THE 8TH DAY OF JULY, 2002.
ANADARKO PETROLEUM CORPORATION
By *
------------------------------------
John N. Seitz,
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 8TH
DAY OF JULY, 2002:
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
(i) PRINCIPAL EXECUTIVE OFFICERS:
* President and Chief Executive
------------------------------------------------ Officer
John N. Seitz
(ii) PRINCIPAL FINANCIAL OFFICER:
* Executive Vice President,
------------------------------------------------ Finance and Chief
Michael E. Rose Financial Officer
(iii) PRINCIPAL ACCOUNTING OFFICER:
* Vice President and Controller
------------------------------------------------
James R. Larson
*By: /s/ SUZANNE SUTER
-------------------------------------------------
Suzanne Suter
As Attorney In Fact
</Table>
II-5
<Table>
<Caption>
SIGNATURE
---------
(iv) DIRECTORS:
*
------------------------------------------------
Robert J. Allison, Jr.,
Chairman of the Board
*
------------------------------------------------
Conrad P. Albert
*
------------------------------------------------
Larry Barcus
*
------------------------------------------------
Ronald Brown
*
------------------------------------------------
James L. Bryan
*
------------------------------------------------
John R. Butler, Jr.
*
------------------------------------------------
Preston M. Geren III
*
------------------------------------------------
John R. Gordon
*
------------------------------------------------
John W. Poduska, Sr.
*
------------------------------------------------
John N. Seitz
*By: /s/ SUZANNE SUTER
-------------------------------------------------
Suzanne Suter
As Attorney In Fact
</Table>
II-6
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
ANADARKO PETROLEUM CAPITAL TRUST I CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS ON JULY 8, 2002.
Anadarko Petroleum Capital Trust I
By: Anadarko Petroleum Corporation,
as Sponsor
By: *
----------------------------------
John N. Seitz
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
ANADARKO PETROLEUM CAPITAL TRUST II CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS ON JULY 8, 2002.
Anadarko Petroleum Capital Trust II
By: Anadarko Petroleum Corporation,
as Sponsor
By: *
----------------------------------
John N. Seitz
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
ANADARKO PETROLEUM CAPITAL TRUST III CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS ON JULY 8, 2002.
Anadarko Petroleum Capital Trust III
By: Anadarko Petroleum Corporation,
as Sponsor
By: *
----------------------------------
John N. Seitz
President and Chief Executive
Officer
*By: /s/ SUZANNE SUTER
-------------------------------
Suzanne Suter
As Attorney In Fact
II-7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE
CITY OF HOUSTON, AND STATE OF TEXAS, ON THE 8TH DAY OF JULY, 2002.
ANADARKO FINANCE COMPANY
By: *
----------------------------------
Robert P. Daniels
Chief Executive Officer and
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 8TH
DAY OF JULY, 2002:
<Table>
<Caption>
SIGNATURES TITLE
---------- -----
(i) Principal executive officer:
* President and Chief Executive Officer
- -----------------------------------------------------------
Robert P. Daniels
(ii) Principal financial officer:
* Vice President and Chief Financial
- ----------------------------------------------------------- Officer
Michael E. Rose
(iii) Principal accounting officer:
* Vice President and Controller
- -----------------------------------------------------------
James R. Larson
(iv) Directors:
*
- -----------------------------------------------------------
John N. Seitz
*
- -----------------------------------------------------------
Michael E. Rose
*
- -----------------------------------------------------------
J. Stephen Martin
</Table>
*By: /s/ SUZANNE SUTER
-------------------------------
Suzanne Suter
As Attorney in Fact
II-8
INDEX TO EXHIBITS
<Table>
(1) -- (a) Form of Underwriting Agreement relating to the Debt
Securities (incorporated by reference to Exhibit 1(a) to
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(b) Form of Underwriting Agreement relating to the Equity
Securities (incorporated by reference to Exhibit 1(b) to the
Current Report on Form 8-K filed on August 28, 2001, File
No. 1-08968).
(c) Form of Underwriting Agreement relating to the Trust
Preferred Securities.***
(d) Form of Underwriting Agreement relating to the Purchase
Contracts and the Purchase Units.***
(4) -- (a) Senior Indenture (incorporated by reference to Exhibit 4(a)
to the Registration Statement on Form S-3 (No. 333-55964,
-01, -02, -03)).
(b) Form of Senior Debt Security (included in Article Two of
Exhibit 4(a)).
(c) Form of Senior Indenture of Anadarko Finance Company.**
(d) Form of Anadarko Finance Senior Debt Security (included in
Article Two of Exhibit 4(c)).
(e) Form of Subordinated Indenture (incorporated by reference to
Exhibit 4(c) to the Registration Statement on Form S-3 (No.
333-55964, -01, -02, -03)).
(f) Form of Subordinated Debt Security (included in Article Two
of Exhibit 4(e)).
(g) Restated Certificate of Incorporation of the Company, dated
August 28, 1986 (incorporated by reference to Exhibit 4(a)
to the Registration Statement on Form S-3 (No. 333-60496)).
(h) Amendment to Restated Certificate of Incorporation, dated
July 14, 2000 (incorporated by reference to Exhibit 4.1 to
Form 8-K dated July 28, 2000, File No. 1-08968).
(i) By-laws of the Company, as amended (incorporated by
reference to Exhibit 3(e) to Form 10-Q for quarter ended
September 30, 2000, File No. 1-08968).
(j) Rights Agreement, dated as of October 29, 1998 between the
Company and The Chase Manhattan Bank (incorporated by
reference to Exhibit 4.1 to Form 8-A, dated October 30,
1998, File No. 1-08968).
(k) Corrected Certificate of Trust of Anadarko Petroleum Capital
Trust I (incorporated by reference to Exhibit 4(i) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(l) Corrected Certificate of Trust of Anadarko Petroleum Capital
Trust II (incorporated by reference to Exhibit 4(j) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(m) Corrected Certificate of Trust of Anadarko Petroleum Capital
Trust III (incorporated by reference to Exhibit 4(k) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(n) Declaration of Trust of Anadarko Petroleum Capital Trust
I**.
(o) Declaration of Trust of Anadarko Petroleum Capital Trust
II**.
(p) Declaration of Trust of Anadarko Petroleum Capital Trust
III**.
(q) Form of Amended and Restated Declaration of Trust
(Declarations for Anadarko Petroleum Capital Trust I,
Anadarko Petroleum Capital Trust II and Anadarko Petroleum
Capital Trust III will be substantially identical except for
names and dates).***
(r) Form of Trust Preferred Security for Anadarko Petroleum
Capital Trust I, Anadarko Petroleum Capital Trust II and
Anadarko Petroleum Capital Trust III (included in Exhibit
4(q) above).***
</Table>
<Table>
(s) Form of Guarantee Agreement (Agreements for Anadarko
Petroleum Capital Trust I, Anadarko Petroleum Capital Trust
II and Anadarko Petroleum Capital Trust III will be
substantially identical except for names and dates).***
(5) -- (a) Opinion of Counsel to the Company.*
(b) Opinion of Delaware counsel relating to Anadarko Petroleum
Capital Trust I.*
(c) Opinion of Delaware counsel relating to Anadarko Petroleum
Capital Trust II.*
(d) Opinion of Delaware counsel relating to Anadarko Petroleum
Capital Trust III.*
(e) Opinion of Nova Scotia counsel relating to Anadarko Finance
Company.*
(12) -- (a) Computation of Ratio of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.**
(23) -- (a) Consent of Counsel to the Company (included in Exhibit
5(a)).
(b) Consent of Delaware counsel (included in Exhibits 5(b), (c)
and (d)).
(c) Consent of KPMG LLP.*
(d) Consent of Nova Scotia Counsel to Anadarko Finance Company
(included in Exhibit 5(e)).
(24) -- (a) Powers of Attorney (included on signature page).**
(25) -- (a) Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended, on Form T-1 of The Bank
of New York, as Senior Indenture Trustee (incorporated by
reference to Exhibit 25(a) to the Registration Statement on
Form S-3 (No. 333-55964, -01, -02, -03)).
(25) -- (b) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Senior
Indenture Trustee under the Anadarko Finance Company Senior
Indenture.**
(25) -- (c) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Subordinated
Indenture Trustee (included as part of Exhibit 25(a)).
(25) -- (d) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under Anadarko Petroleum Capital Trust I
(incorporated by reference to Exhibit 25(c) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (e) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under Anadarko Petroleum Capital Trust II
(incorporated by reference to Exhibit 25(d) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (f) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under Anadarko Petroleum Capital Trust III
(incorporated by reference to Exhibit 25(e) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (g) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee with respect to Anadarko Petroleum Capital Trust I
(incorporated by reference to Exhibit 25(f) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
(25) -- (h) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee with respect to Anadarko Petroleum Capital Trust II
(incorporated by reference to Exhibit 25(g) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
</Table>
<Table>
(25) -- (i) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee with respect to Anadarko Petroleum Capital Trust III
(incorporated by reference to Exhibit 25(h) to the
Registration Statement on Form S-3 (No. 333-55964, -01, -02,
-03)).
</Table>
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* Filed herewith
** Previously filed
*** To be filed on a Current Report on Form 8-K in connection with and prior to
a specific offering.