Filed pursuant to Rule 424(b)(3)
Registration No. 333-60496
PROSPECTUS SUPPLEMENT
(to Prospectus dated June 27, 2001,
as supplemented July 20, 2001,
August 6, 2001, August 7, 2001,
September 5, 2001, October 5, 2001,
November 20, 2001 and January 22, 2002)
$650,000,000
[ANADARKO PETROLEUM CORPORATION LOGO]
ZERO YIELD PUTTABLE CONTINGENT DEBT SECURITIES (ZYP-CODES(SM)) DUE 2021
AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE ZYP-CODES
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This document supplements the prospectus dated June 27, 2001, as
supplemented since the date of the prospectus, relating to the ZYP-CODES and the
shares of common stock issuable upon conversion of the ZYP-CODES, that is part
of the registration statement on Form S-3 (File No. 333-60496). This prospectus
supplement is incorporated by reference into the prospectus. The information in
this prospectus supplement supplements the information in the prospectus dated
June 27, 2001 and each of the prospectus supplements filed subsequent to the
prospectus.
This prospectus supplement is not complete without the prospectus dated
June 27, 2001 and all prospectus supplements filed subsequent to the prospectus,
which are to be delivered with this prospectus supplement.
The information in the table beginning on page 28 of the prospectus
appearing under the heading "Selling Securityholders," as supplemented by each
of the prospectus supplements filed subsequent to the prospectus, is further
supplemented by adding the information below with respect to persons not
previously listed and by amending and restating the information with respect to
other persons previously listed. The information is based solely on information
that has been provided by or on behalf of the selling securityholders. Except as
indicated below, none of the selling securityholders has, or within the past
three years has had, any position, office or other material relationship with us
or any of our predecessors or affiliates.
PRINCIPAL NUMBER OF
AMOUNT AT NUMBER OF SHARES OF
MATURITY OF PRINCIPAL SHARES OF NUMBER OF COMMON STOCK
ZYP-CODES AMOUNT OF COMMON STOCK SHARES OF BENEFICIALLY
BENEFICIALLY ZYP-CODES BENEFICIALLY COMMON STOCK OWNED AFTER THE
SELLING SECURITYHOLDER OWNED TO BE SOLD(1) OWNED(2) TO BE SOLD(1) OFFERING(3)
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Deutsche Banc Alex Brown............. $10,250,000 $10,250,000 101,767 101,767 --
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(1) Because a selling securityholder may sell all or a portion of the ZYP-CODES
and common stock pursuant to this prospectus, no estimate can be given as to
the number or percentage of ZYP-CODES and common stock that the selling
securityholder will hold upon termination of any sales.
(2) Assumes a conversion price of $100.72 per share (or 9.9285 shares per
ZYP-CODES) and that, upon conversion, we will round the applicable number of
shares up or down to the nearest whole number of shares in lieu of issuing
fractional shares. Assumes that any other holder of ZYP-CODES or common
stock or any future transferee from any such holder does not beneficially
own any common stock other than common stock into which the ZYP-CODES is
convertible at the conversion price of $100.72 per share.
(3) After completion of the offering and assuming the sale of all of the
ZYP-CODES or common stock pursuant to this prospectus, each of the selling
securityholders will hold less than 1% of the ZYP-CODES and common stock.
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Shares of our common stock are quoted on the New York Stock Exchange under
the trading symbol "APC." The last reported sale price of the shares on January
31, 2002 was $49.13 per share.
INVESTING IN THE ZYP-CODES INVOLVES RISKS. WE URGE YOU TO CAREFULLY READ
THE "FORWARD-LOOKING STATEMENTS" SECTION BEGINNING ON PAGE I AND THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 4 OF THE PROSPECTUS TOGETHER WITH THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS BEFORE YOU MAKE YOUR INVESTMENT
DECISION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is February 1, 2002