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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
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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
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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
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Name: Suzanne Suter
Title: Vice President and Corporate Secretary
Date: May 6, 2003
EXHIBIT INDEX
Exhibit
Number Description
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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.