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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 30, 2002
(Date of earliest event reported: September 29, 2002)
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in the charter)
Delaware 1-08968 76-0146568
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
1201 Lake Robbins Drive
The Woodlands, Texas 77380
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (832) 636-1000
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ITEM 5. OTHER EVENTS.
Anadarko Petroleum Corporation ("Anadarko"), Belair Merger Corp., a wholly
owned direct subsidiary of Anadarko, and Howell Corporation ("Howell") have
entered into a Agreement and Plan of Merger dated September 29, 2002, pursuant
to which Anadarko will acquire Howell in a cash merger in which Howell's common
stockholders are to receive $20.75 per share and holders of Howell's $3.50
convertible preferred stock are to receive $76.15 per share. The value of the
acquisition is approximately $265 million, including Howell's bank debt, which
is anticipated to be about $65 million at closing.
Howell is an oil and gas exploration and production company with proved
reserves of 45 million BOE at year-end 2001 and current net production of
approximately 12,000 BOE per day, primarily in the Salt Creek and Elk Basin
fields in Wyoming. About 98 percent of Howell's proved reserves are developed,
and about 88 percent are oil. Howell's 2001 year-end proved reserves were
reviewed by two outside engineering firms. Due to improved operating
performance, previously announced gas discoveries in the Elk Basin and
substantially higher oil prices this year, proved reserves are expected to
increase by year-end 2002.
In a separate transaction, Anadarko agreed to acquire from an affiliate of
Petro Source Investments, Inc. of Houston the right to purchase significant
quantities of carbon dioxide (CO2) and the exclusive rights to market and
transport LaBarge CO2 production into the Powder River Basin of Wyoming. In
2003, Anadarko plans to build a $27-million, 125-mile pipeline with nominal
capacity of about 250 million cubic feet per day (MMcf/d) of CO2. It is
anticipated that initially 125 MMcf/d of CO2 will be sequestered by delivery and
injection into the Salt Creek oil field for an enhanced oil recovery (EOR)
project, with the potential of expanding delivery of CO2 to several other
existing oil fields in Wyoming. The acquisition cost is a cash payment of $3
million and certain future consideration based on the performance of the
pipeline.
Anadarko and Howell boards of directors have unanimously approved the
acquisition, which is expected to close in late 2002 or early 2003, subject to
customary conditions, including approval by holders of a majority of Howell
common stock. Howell directors, officers and founding-family members
representing about 40 percent of outstanding common shares have agreed to vote
their shares in favor of the transaction with Anadarko.
Additional details of the transaction, including the terms of the merger
agreement between Anadarko and Howell, will be set forth in the Howell proxy
statement to be mailed to its shareholders in connection with a special meeting
of Howell common shareholders.
Anadarko issued a press release regarding the transaction which is filed
as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Anadarko Press Release dated September 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANADARKO PETROLEUM CORPORATION
By: /s/ Suzanne Suter
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Name: Suzanne Suter
Title: Associate General Counsel and
Corporate Secretary
Date: September 30, 2002
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
99.1 Anadarko Press Release dated September 30, 2002.