As filed with the Securities and Exchange Commission on March 5, 2002
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ANADARKO PETROLEUM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0146568
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17001 NORTHCHASE DRIVE
HOUSTON, TEXAS 77060-2141
(281) 875-1101
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
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SUZANNE SUTER
17001 NORTHCHASE DRIVE
HOUSTON, TEXAS 77060-2141
(281) 875-1101
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Copies to:
ANDREWS & KURTH L.L.P. HUGHES HUBBARD & REED LLP
600 TRAVIS, SUITE 4200 ONE BATTERY PARK PLAZA
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10004
(713) 220-4200 (212) 837-6000
ATTN: G. MICHAEL O'LEARY ATTN: EDWARD S. DAVIS
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act of 1933 registration statement number of the
earlier effective registration statement for the same offering. [X] 333-55964
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
REGISTERED REGISTERED (1) PER UNIT (2) PRICE (2) (3)
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Debt Securities................. $50,000,000 100% $50,000,000 $4,600
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $50,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(3) The fee of $4,600 was calculated pursuant to Rule 457(o) by multiplying the
$50,000,000 increase in the maximum aggregate offering price by the current
SEC fee.
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462 (b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
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EXPLANATORY NOTE
This registration statement is being filed with respect to the registration
of additional Debt Securities of Anadarko Petroleum Corporation, a Delaware
corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. The contents of the registration statement on Form S-3 (Registration
No. 333-55964) filed by Anadarko Petroleum Corporation with the Securities and
Exchange Commission on February 21, 2001, as amended by Amendment No. 1 thereto
filed on February 27, 2001and Amendment No. 2 thereto filed on March 13, 2001
which was declared effective on March 13, 2001, including the exhibits thereto,
are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
CERTIFICATION
Anadarko Petroleum Corporation hereby certifies to the Securities and
Exchange Commission that on March 5, 2002, Anadarko Petroleum Corporation has
instructed its bank to wire transfer to the Securities and Exchange Commission
the requisite filing fee of $4,600 for the additional securities being
registered hereby; that it will not revoke such instructions; and that it has
sufficient funds in the account from which the wire transfer will originate to
cover the amount of the filing fee.
Anadarko Petroleum Corporation hereby undertakes to confirm on March 6,
2002, that its bank has received such instructions.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on March 5, 2002.
ANADARKO PETROLEUM CORPORATION
By: /s/ JOHN N. SEITZ
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Name: John N. Seitz
Title: Chief Executive Officer and
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON MARCH 5, 2002.
SIGNATURE TITLE
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(i) Principal Executive Officers:
/s/ JOHN N. SEITZ Chief Executive Officer and President
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John N. Seitz
(ii) Principal Financial Officer:
* Executive Vice President, Finance and
------------------------------------- Chief Financial Officer
Michael E. Rose
(iii) Principal Accounting Officer:
* Vice President and Controller
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James R. Larson
(iv) Directors:
*
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Robert J. Allison, Jr.
*
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Conrad P. Albert
*
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Larry Barcus
*
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Ronald Brown
*
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James L. Bryan
*
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John R. Butler, Jr.
*
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Preston M. Geren, III
*
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John R. Gordon
*
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George Lindahl III
*
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John W. Poduska, Sr.
*
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Jeff D. Sandefer
*
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John N. Seitz
*By: /s/ SUZANNE SUTER
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Suzanne Suter
Attorney-in-fact
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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5 - (a) Opinion of Counsel to the Company
23 - (a) Consent of Counsel to the Company (included in Exhibit 5(a))
(b) Consent of KPMG LLP
(c) Consent of Arthur Andersen LLP - Fort Worth, Texas;
Awareness Letter of Arthur Andersen LLP
(d) Consent of Deloitte & Touche LLP
24 - (a) Power of Attorney*
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* Incorporated by reference to the like number exhibit filed with the
registrant's registration statement on Form S-1 (Registration No. 333-55964).