-----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, Qt7SszNGD7iomRyNAWH7gM5Q55WWSKitRo40JL0m4DVn79NR/e5CI4umlVhpRjUr YznIffvEOpUIhVTr0O8dBw== 0000950129-03-002487.txt : 20030506 0000950129-03-002487.hdr.sgml : 20030506 20030506093906 ACCESSION NUMBER: 0000950129-03-002487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20030501 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030506 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08968 FILM NUMBER: 03683227 BUSINESS ADDRESS: STREET 1: 1201 LAKE ROBBINS DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380-1046 BUSINESS PHONE: 832-636-1000 MAIL ADDRESS: STREET 1: 1201 LAKE ROBBINS DR STREET 2: . CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 h05501e8vk.txt FORM 8-K ================================================================================ 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 (Date of earliest event reported): May 1, 2003 ANADARKO PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-08968 76-0146568 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) 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 ================================================================================ ITEM 5. OTHER EVENTS. Anadarko Petroleum Corporation (the "Company") has entered into a Terms Agreement dated May 1, 2003 with Deutsche Bank Securities Inc., pursuant to which the Company will issue $350 million aggregate principal amount of the Company's 3.25% Notes due May 1, 2008. The net proceeds from the Notes will be approximately $349 million, and will be used to pay down floating-rate debt that the Company incurred on April 15, 2003 to redeem its Zero Coupon Convertible Debentures due March 2020. The Company filed a prospectus supplement dated May 1, 2003 with the Commission on May 2, 2003 pursuant to rule 424(b)(2), which inadvertently contained an inaccurate description of the securities to be offered. The prospectus supplement filed with the Commission on May 2, 2003 was not used to offer or sell any securities. The Company filed a prospectus supplement dated May 1, 2003 with the Commission on May 5, 2003 pursuant to rule 424(b)(2) containing the correct description of the securities, which prospectus supplement was used to make offers and sales of the securities described therein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS Exhibit Number Description ------- ----------- 1.1 Terms Agreement dated as of May 1, 2003, 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 May 6, 2003. 4.2 Form of 3.25% Notes due 2008. 5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the Notes. 23.1 Consent Letter of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of KPMG LLP, independent accounts. 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 ---------------------------------------- Name: Suzanne Suter Title: Vice President and Corporate Secretary Date: May 6, 2003 EXHIBIT INDEX Exhibit Number Description ------- ----------- 1.1 Terms Agreement dated as of May 1, 2003, 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 May 6, 2003. 4.2 Form of 3.25% Notes due 2008. 5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the Notes. 23.1 Consent Letter of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of KPMG LLP, independent accountants. EX-1.1 3 h05501exv1w1.txt TERM AGREEMENT EXHIBIT 1.1 ANADARKO PETROLEUM CORPORATION DEBT SECURITIES TERMS AGREEMENT DATED: MAY 1, 2003 To: Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380 Attention: Senior Vice President, Finance Re: Underwriting Agreement (Standard Provisions) Debt Securities 2001 Registration Statement on Form S-3 (File No. 333-86356, -01, -02, -03 and -04) Title of Securities: 3.25% Notes due 2008 Indenture: Indenture, dated as of March 9, 2001, between Anadarko Petroleum Corporation (the "Company") and The Bank of New York, as Trustee Principal amount to be issued: $350,000,000 Current ratings: Baa1/BBB+/BBB+ (Stable/Stable/Stable) Interest rate: 3.250% Payable: November 1 and May 1, beginning November 1, 2003 Date of maturity: May 1, 2008 Public offering price: Varying prices to be determined at the time of each sale Purchase price: 99.850 Specified funds for payment of purchase price: Same day DTC funds Closing date and location: May 6, 2003, New York City Lock-up Period: None Additional co-managers, if any: None 1 Subject to the terms and provisions of the above referenced Underwriting Agreement, which is incorporated herein in its entirety and made a part hereof to the same extent as if such terms and provisions had been set forth in full herein, the Company agrees to sell to Deutsche Bank Securities Inc. and Deutsche Bank Securities Inc. agrees to purchase $350,000,000 principal amount of Securities. Redemption provisions: The Company may not redeem the Securities prior to maturity. Sinking fund requirements: None Conversion provisions: None Initial conversion price: N/A Initial conversion date: N/A Final conversion date: N/A Delivery date: N/A Minimum Contract: N/A Maximum aggregate principal amount: N/A Other terms: Section 4 of the Underwriting Agreement is hereby amended by adding the following section: "(f) At the applicable Closing Time, there shall not have been any downgrading from the ratings specified in the Terms Agreement of any debt securities of the Company by any `nationally recognized statistical rating organization' (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating)." Section 8 of the Underwriting Agreement is herby amended as follows: 1. Replace the words "any new outbreak of hostilities" in the second sentence with the words "any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress". 2. Add the words at the end of the second sentence "or (iii) any major disruption of settlements of securities or clearance services in the United States." 2 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement between Deutsche Bank Securities Inc. and the Company in accordance with its terms. DEUTSCHE BANK SECURITIES INC. By: /s/ Dean Bellissimo --------------------------- Name: Dean Bellissimo Title: Director By: /s/ Christopher T. Whitman --------------------------- Name: Christopher T. Whitman Title: Managing Director Address for Notices: 31 West 52nd Street New York, New York 10019 Accepted: ANADARKO PETROLEUM CORPORATION By: /s/ James R. Larson --------------------------- Name: James R. Larson Title: Senior Vice President, Finance 3 EX-4.1 4 h05501exv4w1.txt OFFICER'S CERTIFICATE EXHIBIT 4.1 ANADARKO PETROLEUM CORPORATION OFFICERS' CERTIFICATE We, Albert L. Richey and Suzanne Suter, Vice President and Treasurer, and Vice President and Corporate Secretary, respectively, of Anadarko Petroleum Corporation, a Delaware corporation (the "Company"), hereby certify, pursuant to Sections 102, 201 and 301 of the Indenture, dated as of March 9, 2001 (the "Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee"), that the authorized officer has determined, pursuant to the authority granted to him by the Executive Committee of the Board of Directors of the Company at its meeting held on May 1, 2003, that the terms of a series of Securities to be issued under the Indenture, and the form thereof, are as follows: Designation of Securities 3.25% Notes due 2008 (the "Notes"). Aggregate Principal Amount $350,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes which pursuant to Section 303 are deemed never to have been authenticated and delivered. The Company may reopen this series of Notes for additional issuances from time to time pursuant to the terms of the Indenture. Denominations $1,000 and any integral multiple thereof. Stated Maturity Date May 1, 2008. Interest Rate 3.25% per annum from May 6, 2003. Interest Payment Dates Interest payable semiannually on November 1 and May 1, commencing November 1, 2003. Regular Record Dates October 15 or April 15 next preceding an Interest Payment Date. Optional Redemption The Notes are not redeemable prior to the Stated Maturity Date. Place of Payment The principal of and interest on the Notes shall be payable, Notes may be surrendered for registration of transfer, Notes may be surrendered for exchange, and notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, at the places designated therefore in the Indenture. Other Terms The provisions of Article Twelve of the Indenture shall not apply to the Notes. Global Securities The Notes shall be issued as a Global Security. The Depository Trust Company shall be the Depository. Settlement Payments in respect of principal of and interest on the Notes shall be made by the Company in immediately available funds. Form of Notes Attached as Annex A, and incorporated herein by reference. We further certify that: 1. We have read Sections 102, 202, 203 and 301 of the Indenture and the definitions in the Indenture relating thereto. 2. The statements made herein are based either upon our personal knowledge or on information, data and reports furnished to us by the officers, counsel or employees of the Company who have knowledge of the relevant facts. 3. In our opinion, we have made such examination or investigation as is necessary to enable us to express an informed opinion as to whether or not all conditions provided for in the Indenture with respect to the determination of the terms of the Notes and the form thereof, and the authentication and delivery of the Notes, have been complied with. 4. In our opinion, all conditions precedent to the determination of the terms and form of the Notes and to the authentication by the Trustee of $350,000,000 principal amount thereof have been complied with and such Notes may be delivered in accordance with the Indenture. Capitalized terms not otherwise defined herein have the meaning provided in the Indenture. [Remainder of page has been intentionally left blank] 2 IN WITNESS WHEREOF, we have hereunto signed our names this 6th day of May, 2003. /s/ Albert L. Richey --------------------- Albert L. Richey Vice President and Treasurer /s/ Suzanne Suter --------------------- Suzanne Suter Vice President and Corporate Secretary 3 EX-4.2 5 h05501exv4w2.txt FORM OF 3.25% NOTES DUE 2008 EXHIBIT 4.2 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ANADARKO PETROLEUM CORPORATION 3.25% NOTES DUE 2008 NO. U.S.$ CUSIP No. 032511 AV 9 ANADARKO PETROLEUM CORPORATION, a corporation duly incorporated and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________________ United States Dollars on May 1, 2008, and to pay interest thereon from May 6, 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 1 and November 1 in each year, commencing November 1, 2003, at the rate of 3.25% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at such time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and premium, if any, and interest on this Security will be made by transfer of immediately available funds to a bank account in New York, New York designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Dated: May 6, 2003 ANADARKO PETROLEUM CORPORATION By: -------------------------------------- Name: Title: Attest: ---------------------------- Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, AS TRUSTEE By: -------------------------------------- Authorized Signatory ANADARKO PETROLEUM CORPORATION 3.25% NOTES DUE 2008 This Security is one of a duly authorized issue of Securities of the Company (the "Securities"), issued and to be issued in one or more series under an Indenture dated as of March 9, 2001 (the "Indenture"), between the Company and The Bank of New York, as Trustee (the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The Securities of this series are not redeemable prior to Stated Maturity. If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, place(s) and rate, and in the coin or currency, herein prescribed. This Global Security or portion hereof may not be exchanged for Definitive Securities except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders hereof for any purpose under the Indenture. The Securities of this series are issuable only in registered form, without coupons, in denominations of U.S. $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, or for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, and as part of the consideration for, the Securities and the execution of the Indenture. The Indenture provides that the Company (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EX-5.1 6 h05501exv5w1.txt OPINION/CONSENT OF ANDREWS & KURTH LLP EXHIBIT 5.1 ANDREWS & KURTH L.L.P. 600 Travis, Suite 4200 Houston, Texas 77002 May 6, 2003 Board of Directors Anadarko Petroleum Corporation 1201 Lake Robbins Drive The Woodlands, Texas 77380-1046 Gentlemen: We have acted as counsel to Anadarko Petroleum Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a Prospectus Supplement dated May 1, 2003 (the "Prospectus Supplement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), and the general rules and regulations promulgated thereunder, relating to the registration statement on Form S-3 (Registration Statement No. 333-86356, -01, -02, -03 and -04 (the "Registration Statement") of the Company. The Registration Statement relates to the offering from time to time, as set forth in such Registration Statement and the form of prospectus contained therein (the "Prospectus"), of, among other securities, senior debt securities, on terms to be determined at the time of the offering. The Prospectus Supplement relates to the Company's offering of an aggregate principal amount of $350,000,000 of its 3.25% Notes due 2008 (the "Notes") under the Registration Statement, which are to be senior debt securities issued pursuant to an indenture (the "Indenture") dated as of March 9, 2001 between the Company and The Bank of New York, as Trustee (the "Trustee") and an officers' certificate to be delivered to the Trustee thereunder (the "Officers' Certificate"). All capitalized terms which are not defined herein shall have the meanings assigned to them in the Registration Statement. In arriving at the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation and Bylaws of the Company, as amended to date, (ii) the Registration Statement, (iii) the Prospectus, (iv) the Prospectus Supplement and (v) the Indenture and Officers' Certificate. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate, and we have made such investigations of law, as we have deemed appropriate, as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed and have not verified (i) the genuineness of the signatures on all documents that we have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals and (iv) the conformity to the authentic originals of all documents supplied to us as certified or photostatic or faxed copies. In conducting our examination of documents, we have assumed that all parties (other than the Company) had the power, corporate or other, to enter into, incur and perform their respective obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by or on behalf of such parties of such documents and that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties. In rendering the opinions expressed below with respect to the Notes, we have assumed that (i) the Certificate of Incorporation and Bylaws of the Company will not have been amended in any manner that would affect any legal conclusion set forth herein, (ii) the Officers' Certificate pursuant to which the Notes are to be issued will comply with the Indenture, and the form and terms of the Notes will comply with the Indenture and such Officers' Certificate; and (iii) the form and terms of the Notes, the issuance, sale and delivery thereof by the Company, and its incurrence and performance of its obligations thereunder or in respect thereof in accordance with the terms thereof, will be in full compliance with, and will not violate, its Certificate of Incorporation or Bylaws, any applicable law, rule, regulation, order, judgment, decree, award, or agreement binding upon the Company, or to which the issuance, sale and delivery of the Notes, or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity. In addition, we have assumed the receipt by each person to whom or for whose benefit a Note is to be issued (collectively, the "Holders") of a certificate for such Note or the receipt by The Depository Trust Company, acting as agent, on behalf of all Holders of the Notes, of a global security then evidencing such Notes, and the issuance and sale of and payment for the Notes so acquired, in accordance with the form of 2001 Underwriting Agreement (the "Underwriting Agreement"), the Terms Agreement dated May 1, 2003 (the "Terms Agreement") among the Company and the underwriter named therein and the Registration Statement (including the Prospectus and the Prospectus Supplement). We express no opinion other than as to the laws of the State of New York, the General Corporation Law of the State of Delaware, and to the extent relevant, the federal laws of the United States of America. Based on the foregoing, and subject also to the limitations and other assumptions and qualifications set forth below, we are of the opinion that, when (a) the Officers' Certificate has been duly authorized and validly executed and delivered by the Company, (b) the Company has taken all necessary corporate action to approve the issuance and terms of the Notes, the terms of the offering thereof and related matters and (c) the Notes have been duly executed, authenticated, issued and delivered in accordance with the terms of the Indenture, the Underwriting Agreement and the Terms Agreement, upon payment (or delivery) of the consideration therefor provided for therein, the Notes will be validly issued and will constitute valid and legally binding obligations of the Company. The validity and enforceability of any of the obligations of the Company in respect of the Notes are subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing. In addition, we express no opinion as to any provision that relates to severability or separability. With respect to our opinions expressed above as they relate to provisions of the Indenture relating to Securities (as defined in the Indenture) denominated in a currency other than U.S. 2 dollars ("Dollars"), we note that (i) a New York statute provides that a judgment rendered by a court of the State of New York in respect of an obligation denominated in any such other currency would be rendered in such other currency and would be converted into Dollars at the rate of exchange prevailing on the date of entry of the judgment, and (ii) a judgment rendered by a Federal court sitting in the State of New York in respect of an obligation denominated in any such other currency may be expressed in Dollars, but we express no opinion as to the rate of exchange such Federal court would apply. This opinion speaks as of its date and we undertake no (and hereby disclaim any) duty to advise as to changes of fact or law that come to our attention after the delivery hereof. For the purposes of the opinions expressed above, we have assumed that, at the time of the execution and delivery of the Officers' Certificate, and at the time of the issuance and delivery of each Note (a) the Company will be validly existing in good standing under the law of the State of Delaware, it will have full power and authority to execute, deliver and perform its obligations under the Indenture, Officers' Certificate and Notes, and there shall have occurred no change in applicable law (statutory or decisional), rule or regulation, or in any other relevant fact or circumstance, that (in any such case) would adversely affect our ability to render at such time an opinion containing the same legal conclusions herein set forth and subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein, and (b) in the case of the Notes, at the time of issuance, execution and delivery thereof or of the instrument evidencing the same (i) the Registration Statement, and any amendments thereto (including post-effective amendments), shall remain effective, and (ii) all Notes will have been issued and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and the Prospectus Supplement. We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K to which this opinion is annexed and to the reference to this firm under the heading "Legal Matters" in the Prospectus and the Prospectus Supplement. In giving this consent we do not admit that we are "experts" under the Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement. This opinion is rendered solely for your benefit in connection with the above matter and may not be relied upon in any manner by any other person or entity without our express written consent. Very truly yours, /s/ Andrews & Kurth LLP 3 EX-23.2 7 h05501exv23w2.txt CONSENT OF KPMG LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Anadarko Petroleum Corporation: We consent to the use of our report dated January 31, 2003, incorporated by reference herein, relating to the consolidated balance sheets of Anadarko Petroleum Corporation and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, stockholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 10-K of Anadarko Petroleum Corporation and to the reference to our firm under the heading "Experts" in the prospectus supplement. Our report refers to changes in accounting for goodwill in 2002, derivative instruments in 2001 and foreign crude oil inventories in 2000. /s/ KPMG LLP Houston, Texas May 1, 2003 -----END PRIVACY-ENHANCED MESSAGE-----