-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6rUoa24QFj8AXigcuOER0R1emvoUPj1nPcbSs5cFjw6bqKoVICqyJeMpodV5vMQ uESXTlUp1O+ya94/SVKwLw== 0000773910-99-000001.txt : 19990513 0000773910-99-000001.hdr.sgml : 19990513 ACCESSION NUMBER: 0000773910-99-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990512 EFFECTIVENESS DATE: 19990512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANADARKO PETROLEUM CORP CENTRAL INDEX KEY: 0000773910 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760146568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-78301 FILM NUMBER: 99618609 BUSINESS ADDRESS: STREET 1: 17001 NORTHCHASE DR CITY: HOUSTON STATE: TX ZIP: 77060-2141 BUSINESS PHONE: 2818751101 MAIL ADDRESS: STREET 1: P O BOX 1330 STREET 2: P O BOX 1330 CITY: HOUSTON STATE: TX ZIP: 77251-1330 S-8 1 As filed with the Securities and Exchange Commission on May 12, 1999 Registration No. 333- United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANADARKO PETROLEUM CORPORATION (Exact name of issuer as specified in its charter) Delaware 76-0146568 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 17001 Northchase Drive Houston, Texas 77060-2141 (281) 875-1101 (Address of principal executive offices) 1998 DIRECTOR STOCK PLAN (Full title of the Plan) J. Stephen Martin, Esq. Vice President and General Counsel 17001 Northchase Drive Houston, Texas 77060-2141 (Name and address of agent for service) Telephone number, including area code, of agent for service: (281) 875-1101 CALCULATION OF REGISTRATION FEE Title of Shares Proposed Proposed Amount Securities to be to be Maximum Maximum of Registered Registered (1) Offering Aggregate Registration Price Offering Fee per Share(2) Price Common Stock, par value $0.10 per 800,000 $38.9375 $31,150,000 $8,660 share, and Rights attached thereto (1) Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee, based upon the closing price of the securities being registered hereby on the NYSE on May 7, 1999. ________________________ Page 1 of 9 Pages Exhibit Index appears on Page 6 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation Of Documents By Reference The SEC allows the Company to incorporate by reference the information the Company has previously filed with them. Incorporation by reference means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that the Company files with the SEC will automatically update and supersede this information. The Company incorporates by reference the documents listed below and future filings made with the SEC under Sections 13(a), 13 (c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the common stock covered by this Prospectus is issued. Registration Statement on Form 8-A, filed on September 4, 1986, for registration of common stock. Annual Report on Form 10-K for the fiscal year ended December 31, 1998. Form 8-K filed on April 30, 1999. Item 4. Description Of Securities Not applicable. Item 5. Interests Of Named Experts And Counsel Not applicable. Item 6. Indemnification Of Directors And Officers Reference is made to section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The Company's restated certificate of incorporation eliminates the liability of directors to the fullest extent permitted by Delaware law. Reference is made to section 145 of the DGCL which provides that a corporation may indemnify directors and officers as well as other employees and agents against expenses (including attorney fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they act in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorney fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be indemnification that may be granted by a corporation's charter, by-laws, disinterested director vote, stockholder vote, agreement or otherwise. The Company's restated certificate of incorporation provides for the indemnification of its directors, officers, employees and agents to the fullest extent permitted by Delaware Law. In addition, the Company has purchased and maintains directors' and officers' liability insurance. Item 7. Exemption From Registration Claimed Not applicable. Item 8. Exhibits Exhibit Number Exhibit 4(a) Restated Certificate of Incorporation of the Company. (Originally filed as Exhibit 19(a)(i) to the Form 10-Q for quarter ended September 30, 1986, File No. 1-8968). 4(b) By-laws of the Company. (Originally filed as Exhibit 3 (b) to the Form 10-Q for quarter ended June 30, 1996, File No. 1-8968). 4(c) 1998 Director Stock Plan (Originally filed as an Exhibit to the definitive 14A Proxy Statement, filed March 16, 1998, File No. 1-8968). 5 Opinion of Counsel regarding legality of securities being registered.* 23(a) Consent of Counsel to the Company (included in Exhibit 5). 23(b) Consent of KPMG LLP.* 24 Powers of Attorney (included on the signature page of this registration statement).* * Filed herewith Item 9. Undertakings (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and, (iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and, (4) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 this 12th day of May 1999. ANADARKO PETROLEUM CORPORATION By: ROBERT J. ALLISON, JR. * Robert J. Allison, Jr. Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 12th day of May, 1999. Signatures Title (i) Principal executive officer:* ROBERT J. ALLISION, JR. Chairman of the Board and Robert J. Allison, Jr. Chief Executive Officer (ii) Principal financial officer:* MICHAEL E. ROSE Senior Vice President, Finance and Michael E. Rose Chief Financial Officer (iii) Principal accounting officer:* JAMES R. LARSON Vice President and Controller James R. Larson (iv) Directors:* ROBERT J. ALLISON, JR. Robert J. Allison, Jr. CONRAD P. ALBERT Conrad P. Albert LARRY BARCUS Larry Barcus RONALD BROWN Ronald Brown JAMES L. BRYAN James L. Bryan JOHN R. BUTLER, JR. John R. Butler, Jr. JOHN R. GORDON John R. Gordon JOHN N. SEITZ John N. Seitz *Signed on behalf of the Company and each of these persons: By: SUZANNE SUTER (Suzanne Suter, Attorney-in-Fact) EXHIBIT INDEX 4(a) Restated Certificate of Incorporation of the Company. (Originally filed as Exhibit 19(a)(i) to the Form 10-Q for quarter ended September 30, 1986, File No. 1-8968). 4(b) By-laws of the Company. (Originally filed as Exhibit 3 (b) to the Form 10-Q for quarter ended June 30, 1996, File No. 1-8968). 4(c) 1998 Director Stock Plan (Originally filed as an Exhibit to the definitive 14A Proxy Statement, filed March 16, 1998, File No. 1-8968). 5 Opinion of Counsel regarding legality of securities being registered.* 23(a) Consent of Counsel to the Company (included in Exhibit 5). 23(b) Consent of KPMG LLP.* 24 Powers of Attorney (included on the signature page of this registration statement).* * Filed herewith EX-5 2 EXHIBIT 5 [VICE PRESIDENT AND GENERAL COUNSEL LETTERHEAD] May 12, 1999 Anadarko Petroleum Corporation 17001 Northchase Drive Houston, Texas 77060 Gentlemen: I am Vice President and General Counsel of Anadarko Petroleum Corporation, a Delaware corporation (the "Company") and in that capacity have acted as counsel for the Company in the preparation of the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the contemplated issuance by the Company of up to 800,000 shares of the Company's common stock, par value $0.10 per share ("Common Stock") under the Company's 1998 Director Stock Plan (the "Plan"). In preparing this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary for the purpose of rendering this opinion. Based on the foregoing, I am of the opinion that: (1) The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. (2) The shares of Common Stock to be issued pursuant to the Plan have been duly authorized and, when issued and sold in accordance with the terms of the Plan for consideration of at least $0.10 per share, will be validly issued, fully paid and non-assessable. I am a member of the Bar of the State of Texas and the foregoing opinion is limited to the laws of the State of Texas, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. I hereby consent to the use of this opinion as an exhibit to the Registration Statement of the Company relating to the Common Stock referred to above and to the reference of my name in the Prospectus contained therein. Very truly yours, /s/ J. Stephen Martin EX-23.B 3 EXHIBIT 23(b) INDEPENDENT AUDITORS' CONSENT The Board of Directors Anadarko Petroleum Corporation We consent to the use of our reports incorporated herein by reference in the Registration Statement. KPMG LLP May 12, 1999 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or Director of ANADARKO PETROLEUM CORPORATION (the "Company"), a Delaware corporation, does hereby constitute and appoint ROBERT J. ALLISON, JR., SUZANNE SUTER and MICHAEL E. ROSE, and each of them his true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which, with the advice of Counsel, said attorney and agent may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing under said Act of the Form S-8 Registration Statement registering equity securities, including specifically, but without limitation thereof, to sign his name as an Officer and/or Director of the Company, to the Form S-8 Registration Statement filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, or in connection with, said S-8 Registration Statement or amendment thereto; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned have subscribed these presents this 12th day of May 1999. /s/ Conrad P. Albert /s/ Robert J. Allison, Jr. Conrad P. Albert Robert J. Allison, Jr. /s/ Larry Barcus /s/ Ronald Brown Larry Barcus Ronald Brown /s/ James L. Bryan /s/ John R. Butler, Jr. James L. Bryan John R. Butler, Jr. /s/ John R. Gordon /s/ John N. Seitz John R. Gordon John N. Seitz /s/ Michael E. Rose /s/ James R. Larson Michael E. Rose James R. Larson -----END PRIVACY-ENHANCED MESSAGE-----