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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20, 2002
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-08968 76-0146568
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(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 (the "Company") entered into a Terms
Agreement dated September 17, 2002 with Deutsche Bank Securities Inc., Credit
Suisse First Boston Corporation, JP Morgan Securities Inc., Salomon Smith Barney
Inc., ABN AMRO Incorporated, BMO Nesbitt Burns Corp., Fleet Securities, Inc.,
The Royal Bank of Scotland plc and SunTrust Capital Markets, Inc., pursuant to
which the Company issued $300 million aggregate principal amount of the
Company's 5% Notes due October 1, 2012. The net proceeds from the Notes will be
approximately $295 million, and will be used to pay down floating-rate debt.
This Current Report on Form 8-K/A amends the Form 8-K filed on
September 20, 2002 to include the consent of KPMG LLP, independent accountants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit
Number Description
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*1.1 Terms Agreement dated as of September 17, 2002, which
supplements the form of underwriting agreement filed
as exhibit 1(a) to the Registration Statement on Form
S-3/A (File No. 333-55964) filed on March 13, 2001.
*4.1 Officer's Certificate dated as of September 20, 2002.
*4.2 Form of 5% Notes due 2012.
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality
of the Notes.
*12.1 Computation of Ratio of Earnings to Fixed Charges, and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
*23.1 Consent Letter of Andrews & Kurth L.L.P. (included in
Exhibit 5.1).
+23.2 Consent of KPMG LLP, independent accountants.
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* Previously filed.
+ Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ANADARKO PETROLEUM CORPORATION
By: /s/ SUZANNE SUTER
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Name: Suzanne Suter
Title: Corporate Secretary
Date: September 20, 2002
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
*1.1 Terms Agreement dated as of September 17, 2002, which
supplements the form of underwriting agreement filed
as exhibit 1(a) to the Registration Statement on Form
S-3/A (File No. 333-55964) filed on March 13, 2001.
*4.1 Officer's Certificate dated as of September 20, 2002.
*4.2 Form of 5% Notes due 2012.
*5.1 Opinion of Andrews & Kurth L.L.P. as to the legality
of the Notes.
*12.1 Computation of Ratio of Earnings to Fixed Charges, and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
*23.1 Consent Letter of Andrews & Kurth L.L.P. (included in
Exhibit 5.1).
+23.2 Consent of KPMG LLP, independent accountants.
* Previously filed.
+ Filed herewith.