Filed pursuant to Rule 424(b)(2)
Registration No. 333-103102
PROSPECTUS, DATED FEBRUARY 25, 2003
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(ANADARKO PETROLEUM CORPORATION LOGO)
10,000,000 SHARES OF COMMON STOCK
This prospectus describes the Anadarko Dividend Reinvestment and Stock
Purchase Plan, a direct stock purchase plan designed to provide investors with a
convenient, low-cost method to purchase shares of Anadarko Petroleum Corporation
("Anadarko") common stock and to reinvest cash dividends in the purchase of
additional shares. You can participate in the plan if you are a registered
holder of common stock. If you do not own common stock, you can become a
participant by making your initial purchase through the plan. Shares of our
common stock are quoted on the New York Stock Exchange under the trading symbol
"APC." The last reported sales price of the shares on February 6, 2003 was
$44.55 per share.
Mellon Bank, N.A. administers the plan. We tell the bank whether to buy
shares directly from us or in the open market. The price of shares to
participants depends upon the source:
- if the shares in connection with dividend reinvestments are purchased in
the open market, the share price is 95% of the average price per share
of the shares purchased.
- if the shares in connection with dividend reinvestments are purchased
from us, the share price is 95% of the average of the daily high and low
sales price quoted on the New York Stock Exchange on the date the shares
are purchased.
- if the shares in connection with optional cash purchases or initial
investment purchases are purchased in the open market, the share price
is 100% of the average per share price of the shares purchased.
- if the shares in connection with optional cash purchases or initial
investment purchases are purchased from us, the share price is 100% of
the average of the daily high and low sales price quoted on the New York
Stock Exchange on the date the shares are purchased.
You should read this prospectus carefully so you know how the plan works
and then retain it for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
PAGE
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Key Features of the Plan.................................... 2
Terms and Conditions of the Plan............................ 3
Where You Can Find More Information......................... 11
The Company................................................. 12
Use of Proceeds............................................. 12
Description of Capital Stock and Restated Certificate of
Incorporation............................................. 12
Plan of Distribution........................................ 14
Legal Matters............................................... 14
Experts..................................................... 14
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KEY FEATURES OF THE PLAN
ANYONE CAN PARTICIPATE
If you currently own common stock registered in your name, you may
participate in the plan. If you do not own any common stock, you can participate
in the plan by making your initial investment in common stock through the plan
with a minimum initial investment of $1,000 and not more than $10,000.
Alternatively, your initial investment can be made through Investor
ServiceDirect(R) by authorizing a one-time automatic deduction for the full
amount of your investment or by authorizing the automatic monthly investment
feature and initiating your investment with an initial payment of only $100 and
a commitment for at least ten sequential monthly purchases from your bank
account all adding up to the amount of your initial investment. Please see
Question 10 for information regarding when stock purchases will be made.
AUTOMATIC DIVIDEND REINVESTMENT
If you are a stockholder of record owning 400 shares or more, you can
reinvest all or a portion of your dividends in additional shares of our common
stock. If you are a stockholder of record owning less than 400 shares you will
be automatically enrolled in the plan. The dividends of all plan participants
will be used to buy additional shares of common stock at a 5% discount from the
prevailing market price.
OPTIONAL CASH PURCHASES
You can buy common stock without paying fees or commissions if you are a
participant in the plan. You can make monthly investments from $50 up to a
maximum of $10,000 and you can either pay by check, have your initial payment
automatically deducted from your bank account, or authorize an individual
automatic deduction from your bank account through Investor ServiceDirect(R) to
make additional purchases. In certain instances, however, we may permit optional
cash purchases greater than $10,000.
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CONVENIENT SHARE SALES
You can sell common stock and pay fees lower than those typically charged
by stockbrokers for small transactions.
FULL INVESTMENT
Full investment of your funds is possible because you will be credited with
both whole shares and fractional shares. Dividends will be paid not only on
whole shares but also proportionately on fractional shares.
SHARE SAFEKEEPING
You can deposit your common stock certificates with the administrator for
safekeeping at no cost to you. You can request withdrawal of any or all of your
whole shares of common stock. A certificate for those shares will be sent to you
free of charge.
GIFTS AND OTHER SHARE TRANSFERS
You can make gifts to others of common stock.
TRANSACTION REPORTING
If you are a stockholder of record owning 400 shares or more, you will
receive a notice after each reinvestment of dividends and optional cash
purchase, if any, showing the details of each transaction and the share balance
in your plan account. If you are a stockholder of record owning less than 400
shares, you will only receive an annual statement in the mail unless you make
any optional cash purchases in which case you will receive a notice for each
such transaction.
PLAN ADMINISTRATOR
Mellon Bank, N.A. is the plan administrator. Mellon Investor Services, a
registered transfer agent, will provide certain administrative support to the
administrator.
TERMS AND CONDITIONS OF THE PLAN
1. HOW CAN I PARTICIPATE IN THE PLAN?
A) IF I OWN LESS THAN 400 SHARES?
If you are a stockholder of record holding fewer than 400 shares, you will:
- automatically be enrolled in the plan;
- have all of your dividends reinvested in shares;
- always have electronic access to your account; and
- receive an annual statement in the mail.
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As a stockholder participating in this service with fewer than 400
shares, the reinvestment service is offered at no transaction cost and you
have access to your account online over the Internet to verify your account
balance, change your election to participate in the plan or request a
statement at any time. If you have less than 400 shares and do not want to
participate in the plan you must notify the plan administrator. Please see
Question 28 for contact information.
B) IF I OWN 400 SHARES OR MORE?
If you are a stockholder of record owning 400 shares or more, the
reinvestment service is offered at no transaction cost and you may elect to
reinvest all or part of your dividends. You will have access to your
account online over the Internet and will receive quarterly account
statements.
Without regard to the number of shares you own, if you live outside the
U.S., you should first determine if there are any laws or governmental
regulations that would prohibit your participation in the plan. We reserve the
right to terminate participation of any stockholder if we deem it advisable
under any foreign laws or regulations.
Also without regard to the number of shares a participant owns, we may
aggregate all dividend reinvestments and optional cash purchases for
participants with more than one account using the same social security or
taxpayer identification number. For participants unable to supply a social
security or taxpayer identification number, we may limit their participation to
only one plan account.
2. WHAT IF I AM NOT A STOCKHOLDER OF RECORD?
If your shares are held for you in a brokerage account, you may make
arrangements with your stockbroker to have some or all of the shares of common
stock registered directly in your name. If you do not currently own any common
stock, you can participate by making an initial investment in common stock
through the plan. Please see Question 8 for details regarding an initial
investment.
3. HOW DO I GET STARTED?
If you are a stockholder of record owning 400 shares or more, enrollment is
available online through Investor ServiceDirect(R) (see Question 28 for
information on how to access Investor ServiceDirect(R)). Alternatively, you may
enroll by completing the enclosed Enrollment Form along with the items required
and mailing them to the administrator in the reply envelope. Your participation
will begin after your authorization is received. Once you have enrolled, your
participation continues automatically, as long as you wish.
If you are a stockholder of record holding fewer than 400 shares, you will
automatically be enrolled in the plan and no action is required by you. You will
have your dividends reinvested in shares and, in addition to online access to
your account at any time, you will receive an annual account statement in the
mail. If you have less than 400 shares and do not want to participate in the
plan you must notify the plan administrator. Please see Question 28 for contact
information.
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4. HOW DO I REINVEST DIVIDENDS?
If you are a stockholder of record owning 400 shares or more, you may
choose to reinvest all or a portion of the cash dividends paid on shares of
common stock you own in additional shares of common stock. Stockholders of
record owning 400 shares or more who elect to reinvest dividends will receive a
quarterly account statement, transaction notices and have electronic access to
their account.
If you own 400 shares or more and you elect to reinvest your dividends, you
must choose one of the following when completing the Dividend Reinvestment
section of the Enrollment Form:
FULL DIVIDEND REINVESTMENT: You may purchase additional shares of common
stock by reinvesting all of your cash dividends.
PARTIAL DIVIDEND REINVESTMENT: Receive a cash dividend payment based on the
number of full shares you specify and reinvest the dividends on all
remaining shares. This option allows you to receive a fixed amount of cash
each quarter (assuming the dividend stays the same), and is only available
to stockholders owning 400 shares or more.
If you are a stockholder of record and you own fewer than 400 shares, you
will automatically be enrolled in the plan and will have all of your dividends
reinvested in additional shares. You will only receive an annual statement
regarding your account but you will have electronic access to your account via
the internet. You will also receive a transaction notice for each optional cash
purchase you make. If you have less than 400 shares and do not want to
participate in the plan you must notify the plan administrator. Please see
Question 28 for contact information. For a change with regard to your
participation in the plan to be effective with respect to a particular dividend,
the change must be received by the administrator on or before the record date
for that dividend. You may, of course, choose not to reinvest any of your
dividends, in which case the administrator will remit any dividends to you.
5. WHEN ARE DIVIDENDS REINVESTED?
If your dividends are reinvested, the administrator will invest dividends
in additional shares of common stock purchased on the open market or directly
from Anadarko, as promptly as practicable, on or after the dividend payment
date, normally within one week. Additional shares purchased with dividends will
be purchased at a 5% discount from the prevailing market price. In the unlikely
event that, due to unusual market conditions, the administrator is unable to
invest the funds within 30 days, the administrator will remit the funds to you
by check. No interest will be paid on funds held by the administrator pending
investment.
6. WHAT IS THE SOURCE OF SHARES TO BE PURCHASED UNDER THE PLAN?
All dividends reinvested through the plan and all optional cash purchases
will be used to purchase either newly issued shares directly from Anadarko,
shares on the open
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market or a combination thereof. Shares purchased directly from Anadarko will
consist of treasury shares or authorized but unissued shares of common stock.
7. AT WHAT PRICE WILL SHARES BE PURCHASED?
Dividend reinvestment purchases by the administrator:
- in the open market will be at 95% of the average price per share of
shares purchased. We will pay all discount amounts and trading fees in
connection with open market purchases.
- from Anadarko will be at 95% of the average of the daily high and low
sales price quoted on the New York Stock Exchange (the "NYSE") listing on
the date the shares are purchased.
Optional cash purchases of $10,000 or less by the administrator:
- in the open market will be at 100% of the average per share price of
shares purchased. We will pay all trading fees in connection with open
market purchases.
- from Anadarko will be at 100% of the average of the daily high and low
sales price quoted on the NYSE listing on the date the shares are
purchased.
Initial investment purchases by the administrator:
- in the open market will be at 100% of the average per share price of
shares purchased. We will pay all trading fees in connection with open
market purchases.
- from Anadarko will be at 100% of the average of the daily high and low
sales price quoted on the NYSE listing on the date the shares are
purchased.
8. HOW DO I MAKE AN INITIAL INVESTMENT?
If you do not own common stock in a plan account, you can make an initial
cash investment for as little as $1,000, but your initial cash investment cannot
exceed $10,000. In certain instances, however, we may permit greater initial
investments. The initial investment may be made:
Via online enrollment by
- authorizing an individual deduction (minimum of $1,000) from your bank
account,
- making an initial payment of $100 and authorizing a minimum of ten
monthly automatic deductions from your bank account all adding up to the
amount of your initial investment, or
- opening your account online and mailing your initial investment of $1,000
or more;
Using the Enrollment Form and
- making one payment (minimum of $1,000) by check or money order payable to
Anadarko/Mellon Bank, or by authorizing a deduction from your bank
account, or
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- by authorizing a minimum of ten monthly $100 automatic deductions from
your bank account.
9. HOW DO I MAKE OPTIONAL CASH PURCHASES?
If you already own common stock and are enrolled in the plan and want to
make additional purchases, you can send a check to the administrator for each
purchase or authorize an individual automatic deduction from your bank account
through Investor ServiceDirect(R). If you choose to submit a check or money
order, please make sure to include the contribution form on your statement and
mail it to the address specified on the statement. Or, if you wish to make
regular monthly purchases, you may authorize automatic monthly deductions from
your bank account. This feature enables you to make ongoing investments in an
amount that is comfortable for you without having to write a check. Additional
cash purchases are subject to a monthly minimum purchase requirement of $50 and
a maximum purchase limit of $10,000. In certain instances, however, we may
permit greater optional cash purchases. Please read Question 11 for optional
cash purchases of more than $10,000.
Also, for the purpose of the purchase limit, all plan accounts that we
believe to be under common control or management or to have common ultimate
beneficial ownership may be aggregated. Unless we have determined that
reinvestment of dividends and optional cash purchases for each such account
would be consistent with the purposes of the plan, we will have the right to
aggregate all such accounts and to return, without interest, within 30 days of
receipt, any amounts in excess of the investment limitations applicable to a
single account received in respect of all such accounts.
10. WHEN WILL SHARES BE PURCHASED?
The administrator will invest all initial and optional cash purchases by a
stockholder of $10,000 or less per month in whole and fractional shares
purchased on the open market or directly from Anadarko as promptly as
practicable after each payment is received, normally at least once every five
business days. In the unlikely event that, due to unusual market conditions, the
administrator is unable to invest the funds within 30 days, the administrator
will return the funds to you by check. No interest will be paid on funds held by
the administrator pending investment. Please read Question 11 for optional cash
purchases of more than $10,000.
11. HOW DO I MAKE OPTIONAL CASH PURCHASES OVER THE MAXIMUM MONTHLY AMOUNT?
Optional cash purchases in excess of $10,000 per month may be made only
pursuant to a Request for Waiver accepted by Anadarko at a price or method
determined in our sole discretion, including the establishment of a minimum
price, as more fully described in Question 12. If you wish to make an optional
cash purchase in excess of $10,000 for any month, you must obtain the prior
written approval of Anadarko. To obtain approval, you should request a "Request
for Waiver" form by contacting the administrator's waiver department at (917)
320-6300. Completed Request for Waiver forms should be sent to Anadarko via
facsimile at (832) 636-7008. Anadarko has sole discretion to grant any
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approval for optional cash purchases in excess of the allowable maximum amount.
If Anadarko approves your request, the administrator will notify you via return
facsimile. You must send the authorized amount to the administrator per written
instructions in the Request for Waiver form. In deciding whether to approve a
Request for Waiver, we will consider relevant factors including, but not limited
to:
- whether the plan is then acquiring newly issued shares directly from
Anadarko or acquiring shares in the open market or in privately
negotiated transactions from third parties;
- our need for additional funds;
- the attractiveness of obtaining additional funds through the sale of
common stock as compared to other sources of funds;
- the purchase price likely to apply to any sale of common stock;
- the stockholder submitting the request;
- the extent and nature of the stockholder's prior participation in the
plan;
- the number of shares of common stock held of record by the stockholder;
and
- the aggregate number of optional cash purchases in excess of $10,000 for
which Requests for Waiver have been submitted by all stockholders.
If Requests for Waiver are submitted for an aggregate amount in excess of
the amount we are then willing to accept, we may honor such requests in order of
receipt, pro-rata or by any other method that we determine to be appropriate.
With regard to optional cash purchases made pursuant to a Request for Waiver,
the plan does not provide for a predetermined maximum limit on the amount that a
stockholder may invest or on the number of shares that may be purchased.
12. WHAT ADDITIONAL PROVISIONS APPLY TO OPTIONAL CASH PURCHASES MADE PURSUANT
TO A REQUEST FOR WAIVER?
If we decide to accept a Request for Waiver, the price of shares issued
will be determined by a pricing period of no less than one but no more than ten
days commencing on a mutually agreed upon date between Anadarko and the investor
(the "Pricing Period"). Optional cash purchases made pursuant to a Request for
Waiver will be applied to the purchase of shares of common stock as soon as
practicable on or after the next business day following the last day of the
Pricing Period (the "Investment Date"). The administrator will apply all
optional cash purchases for which good funds are received on or before the first
business day before the Pricing Period to the purchase of shares of common stock
as soon as practicable on or after the next following Investment Date. For
purposes of determining the price per share on the Investment Date, the price
will be equal to the average of the daily high and low sales prices computed up
to 4 decimal places, if necessary, of our common stock as reported on the NYSE
for the applicable trading days immediately preceding the Investment Date.
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Threshold Price. We may establish for a Pricing Period a minimum price
(the "Threshold Price") applicable to optional cash purchases made pursuant to a
Request for Waiver. The Threshold Price will be applicable for each day on which
trades in common stock are reported on the NYSE, each a "Trading Day." At least
one business day prior to the first day of the applicable Pricing Period, we
will determine whether to establish a Threshold Price, and if the Threshold
Price is established, its amount, and will so notify the administrator. We will
make this determination at our discretion after a review of current market
conditions, the level of participation in the plan and current and projected
capital needs.
If a Threshold Price is established for any Pricing Period, the average of
the high and low sale prices (not adjusted for discounts, if any) of our common
stock reported on the NYSE must equal or exceed the Threshold Price on each
Trading Day of the relevant Pricing Period. In the event that the Threshold
Price is not satisfied for a Trading Day in the Pricing Period, then that
Trading Day will be excluded from the Pricing Period and all trading prices for
that day will be excluded from the determination of the Purchase Price. A day
will also be excluded if no trades of common stock are made on the NYSE for that
day. For example, for a five (5) day Pricing Period, if the Threshold Price is
not satisfied for one of the five Trading Days in the Pricing Period, then the
purchase price will be based upon the remaining four Trading Days in which the
Threshold Price was satisfied.
In addition, a portion of each optional cash purchase will be returned for
each Trading Day of a Pricing Period in which the Threshold Price is not
satisfied or for each day in which no trades of common stock are reported on the
NYSE. The amount returned will be equal to a pro-rata amount of the optional
cash purchase amount (not just the amount exceeding $10,000) for each Trading
Day that the Threshold Price is not satisfied. For example, for a five (5) day
Pricing Period, if the Threshold Price is not satisfied or no such sales are
reported for one of the five Trading Days in the Pricing Period, 1/5 (or 20%) of
the optional cash purchase will be returned without interest.
The establishment of the Threshold Price and the possible return of a
portion of the investment apply only to optional cash purchases made pursuant to
a Request for Waiver. Setting a Threshold Price for a Pricing Period shall not
affect the setting of a Threshold Price for any subsequent Pricing Period. For
any Pricing Period, we may waive our right to set a Threshold Price. Neither
Anadarko nor the administrator shall be required to provide any written notice
as to the Threshold Price for any Pricing Period. You may ascertain whether a
Threshold Price has been set or waived for any given Pricing Period by
telephoning the administrator's waiver department at (917) 320-6300.
Waiver Discount. For each Pricing Period, we may establish a discount from
the market price applicable to optional cash purchases made pursuant to a
Request for Waiver. This discount (the "Waiver Discount") may be between 0% and
3% of the purchase price and may vary each Pricing Period. The Waiver Discount
will be established at our sole discretion after a review of current market
conditions, the level of participation in the plan, the attractiveness of
obtaining additional funds through the sale of common stock as compared to other
sources of funds and current and projected capital needs. You may obtain the
maximum Waiver Discount, if any, by telephoning the administrator's waiver
department at (917) 320-6300. Setting a Waiver Discount for a
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particular Pricing Period shall not affect the setting of a Waiver Discount for
any subsequent Pricing Period. The Waiver Discount will apply only to optional
cash purchases of more than $10,000. The Waiver Discount will apply to the
entire optional cash purchase and not just the portion of the optional cash
purchase that exceeds $10,000. We reserve the right to establish in the future a
discount from the market price for optional cash purchases of $10,000 or less.
We will only establish a Threshold Price or Waiver Discount for shares that
are purchased directly from Anadarko. We reserve the right, in our sole
discretion and without notice, to administer and approve any terms regarding the
Threshold Price, Waiver Discount or any other terms regarding optional cash
purchases in excess of the allowable maximum amount as we deem necessary or
desirable.
13. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
No, you will not receive certificates for shares purchased. The
administrator will maintain shares purchased under the plan in your plan
account. Plan account shares are held in your name in book entry form. You may
request a stock certificate for shares held in your plan account from the
administrator at any time, free of charge.
14. MAY I DEPOSIT STOCK CERTIFICATES I CURRENTLY HOLD INTO MY PLAN ACCOUNT?
If you own common stock in certificate form, you may deposit your
certificates for those shares in your plan account, free of charge. Certificates
forwarded to the administrator by registered mail will automatically be covered
by an administrator blanket bond up to the first $100,000 of value. Book entry
protects your shares against loss, theft or accidental destruction.
15. CAN I GET CERTIFICATES IF I WANT THEM?
Yes, if you should ever want a stock certificate for all or a portion of
the whole shares of common stock in your plan account, the administrator will
send one to you, upon your request, within two days of the receipt of your
instructions.
16. HOW CAN I TRANSFER OR GIVE GIFTS OF SHARES?
You may transfer or give gifts of common stock to anyone you choose by
contacting the administrator and requesting a Gift/Transfer Form. After the
transfer or purchase is completed, upon your request, the administrator will
send you a non-negotiable gift announcement, which you can present to the
recipient. A notice indicating the deposit of common stock will be forwarded to
the recipient.
17. HOW DO I SELL SHARES?
You can sell any number of shares held in your plan account at any time by
contacting the administrator via the Internet at WWW.MELLONINVESTOR.COM, by
telephone at (888) 470-5786, or in writing. A sale request that is received
before 1:00 p.m. Eastern Time will, subject to market conditions and other
factors, generally be sold the same day. A sale request that is received after
1:00 p.m. Eastern Time will, subject to market
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conditions and other factors, generally be sold the following business day. The
sale price will be the average price of all shares sold for plan participants
with respect to that sale date. You will receive the proceeds of the sale less a
$15 sales transaction fee, a brokerage commission (currently $0.12 per share),
and any required tax withholdings, on the settlement date, which is three
business days after your shares have been sold. You can also choose to sell your
shares through a stockbroker of your choice, in which case you should request a
certificate for your shares from the administrator for delivery to your
stockbroker prior to settlement of such sale.
Please note that if your total holdings fall below one share, the
administrator may liquidate the fractional share, remit the proceeds to you,
less any applicable fees, and close your plan account.
TIMING AND CONTROL: Because the administrator will sell the shares on
behalf of the plan, neither Anadarko nor any participant in the plan has the
authority or power to control the timing or pricing of shares sold or the
selection of the broker making the sales. Therefore, you will not be able to
precisely time your sales through the plan, and will bear the market risk
associated with fluctuation in the price of our stock. That is, if you send in a
request to sell shares, it is possible that the market price of our stock could
go down or up before the broker sells your shares and the per share sales price
you receive will be the average price of all shares sold for plan participants
with respect to that sale date. In addition, you will not earn interest on a
sales transaction.
18. WHAT ARE THE COSTS OF PARTICIPATING IN THE PLAN?
There is no fee for enrolling in the plan or making additional purchases.
Participation is voluntary and you may discontinue your participation at any
time. However, there are fees associated with the selling of shares. Please see
"Plan Service Fees" on the enclosed card.
19. HOW CAN I VOTE MY SHARES?
You will receive proxy material for all shares, full and fractional, in
your plan account. The proxy will be voted in accordance with your direction. If
you do not return the proxy card or if you return it unsigned, none of your
shares will be voted.
20. IF ANADARKO HAS A RIGHTS OFFERING RELATED TO THE COMMON STOCK, HOW WILL A
STOCKHOLDER'S ENTITLEMENT BE COMPUTED?
Your entitlement in a rights offering related to the common stock will be
based upon the number of whole shares credited to your plan account. Rights
based on a fraction of a share credited to your plan account will be sold for
that account and the net proceeds will be invested as an optional cash purchase
on the next investment date. In the event of a rights offering, transaction
processing may be curtailed or suspended by the administrator for a short period
of time following the record date for such action to permit the administrator to
calculate the rights allocable to each account.
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21. WHAT PROVISIONS ARE MADE FOR NON-U.S. RESIDENTS?
Cash investments from non-U.S. residents must be in United States currency
and will be invested in the same manner as investments from other stockholders.
Each stockholder is responsible for reviewing the applicable laws of his or her
country of residence prior to investing in common stock. All dividends will be
subject to withholding under the terms of any applicable tax treaty provisions.
22. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
The administrator will send you a transaction notice confirming the details
of each transaction you make. If you continue to participate in the plan but
have no transactions, the administrator will send you an annual statement after
the end of the year detailing the status of your holdings of common stock in
your plan account. Stockholders owning 400 shares or more who have elected to
have their dividends reinvested will receive a quarterly plan account statement
in addition to the transaction notices. Stockholders owning less than 400 shares
will only receive an annual plan account statement unless you make any optional
cash purchases in which case you will receive a transaction notice for each such
optional cash purchase.
23. WHAT ABOUT TAXES?
You are responsible for any taxes which may be payable on dividends
reinvested under the plan. Additionally, under current tax regulations, your
pro-rata portion of the trading fees paid by Anadarko to purchase shares in the
open market, any purchase discounts and certain expenses paid to administer the
plan generally, will be considered taxable income to you. The administrator will
send a Form 1099-DIV to you and the Internal Revenue Service ("IRS") after each
year-end, reporting all dividend and taxable income you received during the year
on your common stock. If you sell shares through the plan, the administrator
will send a Form 1099-B to you and the IRS after each year-end, showing the
total proceeds of the transactions. We recommend that you keep your transaction
statements as well as your account statements for record keeping and tax
purposes. IRS regulations are subject to change and you should consult with your
tax advisor with respect to the tax treatment of dividends reinvested under the
plan.
24. HOW WOULD I TERMINATE MY PARTICIPATION?
You may discontinue the reinvestment of your dividends at any time by
giving notice to the administrator. Upon termination, you will receive a
certificate for the whole shares held for you under the plan and a check for any
fractional shares based on the current market value less any applicable sale
fees. Thereafter, future dividends will be sent directly to you by check.
Alternatively, if you so direct, the administrator will sell all whole and
fractional shares in your plan account and send you a check for the proceeds
less any applicable fees. To be effective for a given dividend payment, the
administrator must receive notice before the record date of that dividend. If
your plan account balance falls below one full share, the administrator reserves
the right to liquidate the fraction and remit the proceeds, less any applicable
fees, to you at your address of record.
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25. ARE THERE ANY RISKS ASSOCIATED WITH THE PLAN?
Your investment in shares purchased under the plan is no different from any
investment in shares you hold directly. Neither Anadarko nor the administrator
can assure a profit or protect you against a loss on shares purchased. You bear
the risk of loss and enjoy the benefits of any gain from market price changes
with respect to shares purchased under the plan.
26. CAN THE PLAN BE AMENDED, MODIFIED, SUSPENDED OR TERMINATED?
We reserve the right to amend, modify, suspend or terminate the plan at any
time. You will receive written notice of any amendment, modification, suspension
or termination. Anadarko and the administrator also reserve the right to change
any administrative procedures of the plan.
27. WHAT ARE THE RESPONSIBILITIES OF ANADARKO AND THE ADMINISTRATOR?
Neither Anadarko nor the administrator will be liable for any act they do
in good faith or for any good faith omission to act.
The payment of dividends is at the discretion of the Anadarko Board of
Directors and will depend upon future earnings, the financial condition of
Anadarko and other factors. The Board of Directors may change the amount and
timing of dividends at any time without notice.
28. WHAT IF I HAVE QUESTIONS ABOUT THE PLAN?
Enrollment, purchase or sale of share requests and other transactions or
services offered by the plan should be directed to the plan administrator
through the following:
INTERNET
You can enroll in the plan, obtain information and perform certain
transactions on your account on-line via Investor ServiceDirect(R). To gain
access, you will require a password that you may establish when you visit the
website. If you have forgotten your password, call (877) 978-7778 to have it
reset.
To access Investor ServiceDirect(R) please visit the Mellon Investor
Services website at:
WWW.MELLONINVESTOR.COM
TELEPHONE
Telephone stockholder customer service, including sale of shares toll-free
within the United States and Canada: (888) 470-5786
International Telephone Inquiries: (201) 329-8660
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An automated voice response system is available 24 hours a day, 7 days a
week. Customer Service Representatives are available from 9:00 a.m. to 7:00
p.m., Eastern Time, Monday through Friday (except holidays).
IN WRITING
You may also write to the plan administrator at the following address:
MELLON BANK, N.A.
C/O MELLON INVESTOR SERVICES
P.O. BOX 3338
SOUTH HACKENSACK, NJ 07606-1938
Be sure to include your name, address, daytime phone number, social
security or tax I.D. number and a reference to Anadarko Petroleum Corporation on
all correspondence.
NOTE: THIS PLAN IS DESIGNED FOR THE LONG-TERM INVESTOR AND DOES NOT AFFORD THE
SAME FLEXIBILITY AS A STOCKBROKER ACCOUNT.
Anadarko has appointed Mellon Bank, N.A. as administrator for the plan.
Employees of the administrator are not permitted to give any opinions on the
merits of any security or class of securities. Securities held by the
administrator in your plan account are not subject to protection under the
Securities Investor Protection Act of 1970. The administrator may use, and
commissions may be paid to, a broker-dealer that is affiliated with the
administrator. Investors must make independent investment decisions based upon
their own judgment and research.
WHERE YOU CAN FIND MORE INFORMATION
GENERAL
Anadarko files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy any documents 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.
INFORMATION WE FILE WITH THE SEC
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. Information filed with
the SEC after the date of this prospectus will update and supersede this
information. We incorporate by reference the documents listed below and 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:
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(a) Annual Report on Form 10-K for the year ended December 31, 2001;
(b) Quarterly Reports on Form 10-Q for the periods ended March 31,
2002, June 30, 2002 and September 30, 2002;
(c) Current Reports on Form 8-K, filed July 28, 2000, January 30,
2002, February 22, 2002, March 8, 2002, August 14, 2002, September 20, 2002
(as amended by the Form 8-K/A filed September 20, 2002), October 1, 2002,
November 1, 2002, December 6, 2002, December 13, 2002, December 20, 2002
and January 31, 2003;
(d) The description of our common stock set forth in the registration
statement on Form 8-A, dated September 3, 1986; and
(e) The description of our Series C Junior Participating Preferred
Stock, set forth in the registration statement on Form 8-A12B 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 DRIVE
THE WOODLANDS, TEXAS 77380
(832) 636-1000
You should rely only on the information incorporated by reference or
provided in this prospectus or any 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 any prospectus supplement is
accurate as of any date other than the date on the front of the documents.
THE COMPANY
Anadarko Petroleum Corporation is among the largest independent oil and gas
exploration and production companies in the world, with 2.33 billion barrels of
oil equivalent of proved reserves as of December 31, 2002. Our 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. We
also actively market natural gas, oil and natural gas liquids production and own
and operate gas gathering systems in our core producing areas. In addition, we
engage in the hard minerals business through non-operated joint ventures and
royalty arrangements in several coal, trona (natural soda ash) and industrial
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mineral mines located on lands within and adjacent to our Land Grant holdings
primarily in Wyoming, Colorado and Utah.
Our principal executive offices are located at 1201 Lake Robbins Drive, The
Woodlands, Texas 77380-1046, and our telephone number is (832) 636-1000.
USE OF PROCEEDS
We intend to use the proceeds of the sale of any newly issued or treasury
shares of common stock under the plan for general corporate purposes. Since the
price of the shares of common stock offered under the plan is based on future
market prices, we are unable to make an advance determination of the price at
which shares of common stock will be sold to plan participants or the proceeds
of such sale.
DESCRIPTION OF CAPITAL STOCK AND
RESTATED CERTIFICATE OF INCORPORATION
GENERAL
Under our Restated Certificate of Incorporation, we are authorized to issue
(i) 450,000,000 shares of common stock and (ii) 2,000,000 shares of preferred
stock.
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 December 31, 2002, we had 254,645,175
shares of common stock issued and had reserved 27,461,551 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.
Holders of the common stock are entitled to one vote per share on all
matters to be voted on by stockholders and are entitled, subject to any
preferential rights of holders of preferred stock, to receive such dividends, if
any, as may be declared from time to time by the Board of Directors of Anadarko
at its discretion. Upon our liquidation or dissolution, the holders of the
common stock are entitled, subject to any preferential rights of holders of
preferred stock, to receive pro-rata all assets remaining available for
distribution to stockholders after payment of all liabilities. The vote of the
holders of a majority of our common stock is required for any action by our
stockholders, except as described under "Restated Certificate of Incorporation"
below. Our ten member board is divided into three classes of directors serving
staggered three-year terms. Our common stock is listed on the NYSE under the
symbol "APC".
For a complete description of our common stock, please read our Restated
Articles of Incorporation, as amended, and our Bylaws, as amended, attached as
exhibits to the registration statement of which this prospectus forms a part.
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