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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: February 22, 2002
(Date of earliest event reported: February 22, 2002)
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in the charter)
Delaware 1-08968 76-0146568
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation Identification No.)
17001 Northchase Drive
Houston, Texas 77060-2141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 875-1101
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ITEM 5. OTHER EVENTS.
Anadarko Petroleum Corporation (the "Company") has entered into a Terms
Agreement dated February 19, 2002 with Credit Suisse First Boston Corporation,
J.P. Morgan Securities Inc., Banc of America Securities LLC, and RBC Dominion
Securities Corporation, pursuant to which the Company will issue $650 million
aggregate principal amount of 5 3/8% Notes due March 1, 2007. The net proceeds
from the Notes will be approximately $643 million, and will be used to pay down
floating-rate debt.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit
Number Description
1.1 Terms Agreement dated as of February 19, 2002, which
supplements the form of underwriting agreement filed as
exhibit 1(b) to Form 8-K filed on August 28, 2001.
4.1 Officer's Certificate dated as of February 22, 2002
4.2 Form of 5 3/8% Note due 2007
5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
Notes
12.1 Computation of Ratio of Earnings to Fixed Charges, and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
15.1 Awareness Letter of Arthur Andersen LLP, independent
accountants
23.1 Consent of KPMG LLP, independent accountants
23.2 Consent of Arthur Andersen LLP, independent accountants
23.3 Consent of Deloitte & Touche LLP, independent accountants
23.4 Consent Letter of Andrews & Kurth L.L.P. (included in Exhibit
5.1)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANADARKO PETROLEUM CORPORATION
By: /s/ ALBERT L. RICHEY
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Albert L. Richey
Vice President & Treasurer
Date: February 22, 2002