As filed with the Securities and Exchange Commission on July 1, 2008 | Registration No. 333 - |
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
76-0146568 (I.R.S. Employer Identification No.) |
Large accelerated filer þ
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Accelerated filer o | |
Non-accelerated filer o (Do not check if smaller reporting company) |
Smaller reporting company o |
Proposed | Proposed | |||||||||||||
Maximum | Maximum | Amount of | ||||||||||||
Amount to be | Offering Price | Aggregate | Registration | |||||||||||
Title of Securities to be Registered | Registered | Per Share (3) | Offering Price (3) | Fee | ||||||||||
Common Stock, par value $0.10 per
share, and Rights attached thereto: |
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Carried Forward Shares (1) |
4,065,335 | n/a | n/a | n/a | ||||||||||
Shares not previously registered |
30,434,665 | $73.26 | $2,229,643,558 | $87,625 | ||||||||||
Total |
34,500,000 (2) | $73.26 | $2,229,643,558 | $87,625 | ||||||||||
(1) | Pursuant to Interpretation No. 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, the 34,500,000 shares of Anadarko Petroleum Corporations (the Registrant) common stock, par value $0.10 per share (the Common Stock) being registered under this Registration Statement includes 4,065,335 shares of the Registrants Common Stock (the Carried Forward Shares) that were previously available for issuance under the Registrants Amended and Restated 1999 Stock Incentive Plan (the 1999 Plan), but which have been carried forward to and included in the shares available for issuance under the Registrants 2008 Omnibus Incentive Compensation Plan (the 2008 Omnibus Plan). The Registrant previously registered the Carried Forward Shares under its Registration Statement on Form S-8 (Registration No. 333-126520), which was originally filed with the Securities and Exchange Commission on July 11, 2005, and the Registrant paid the required registration fee. The Registrant has concurrently filed a Post-Effective Amendment to the Registration Statement on Form S-8 filed on July 11, 2005 (File No. 333-126520) deregistering the Carried Forward Shares under the 1999 Plan. The Registrant is also registering under this Registration Statement 1,500,000 shares of the Registrants Common Stock under its 2008 Director Compensation Plan (the 2008 Director Plan and collectively with the 2008 Omnibus Plan, the Plans). | |
(2) | Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under such Plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of Common Stock. | |
(3) | Estimated solely for the purpose of calculating the registration fee and computed pursuant to Rule 457(c) on the basis of the average of the high and low prices of the Registrants Common Stock on the New York Stock Exchange on June 26, 2008. |
(a) | Our Annual Report on Form 10-K for the year ended December 31, 2007; | |
(b) | Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008; | |
(c) | Our Current Reports on Form 8-K, filed with the SEC on February 5, 2008, March 4, 2008, March 5, 2008, May 6, 2008, and May 27, 2008; and | |
(d) | The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 4, 1986, and the Form 8-A12B filed with the SEC on October 30, 1998 as amended by the Form 8-A12B/A filed with the SEC on April 27, 2000. |
Exhibit | ||
Number | ||
4.1
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Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4(a) to Form S-3 filed on May 9, 2001, File No. 333-60496). | |
4.2
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Certificate of Amendment of the Companys Restated Certificate of Incorporation, dated July 14, 2000 (incorporated by reference to Exhibit 4.1 to Form 8-K dated July 28, 2000, File No. 1-8968). | |
4.3
|
Certificate of Amendment of the Companys Restated Certificate of Incorporation, dated May 11, 2006 (incorporated by reference to Exhibit 3(d) to Form 10-Q for quarter ended June 30, 2006, File No. 1-8968). | |
4.4
|
By-Laws of the Company, amended and restated as of May 20, 2008 (incorporated by reference to Exhibit 3.1 to Form 8-K dated May 27, 2008, File No. 1-8968). | |
4.5
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Rights Agreement dated as of October 29, 1998 between the Company and The Chase Manhattan Bank (incorporated by reference to Exhibit 4.1 to Form 8-A, dated October 30, 1998, File No. 1-8968). | |
4.6
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Amendment No. 1 to Rights Agreement, dated as of April 2, 2000 between Anadarko Petroleum Corporation and the Rights Agent (incorporated by reference to Exhibit 2.4 to Form 8-K, dated April 2, 2000, File No. 1-8968). | |
4.7
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Certificate of Designation of 5.46% Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4(a) to Form 8-K, dated May 6, 1998, File No. 1-8968). | |
4.8
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Amended and Restated 1999 Stock Incentive Plan (incorporated by reference to Exhibit 4.5 to Form 8-K, dated July 11, 2005, File No. 1-8968). | |
4.9
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Underwriting Agreement, dated September 14, 2006, among Anadarko Petroleum Corporation and the Underwriters (incorporated by reference to Exhibit 1.1 to Form 8-K, dated September 19, 2006, File No. 1-8968). | |
4.10
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Trustee Indenture dated as of September 19, 2006, Anadarko Petroleum Corporation to The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Form 8-K, dated September 19, 2006, File No. 1-8968). |
Exhibit | ||
Number | ||
4.11
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Second Supplemental Indenture dated October 4, 2006, among Anadarko Petroleum Corporation, Kerr-McGee Corporation, and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to Form 8-K, dated October 5, 2006, File No. 1-8968). | |
4.12
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Ninth Supplemental Indenture dated October 4, 2006, among Anadarko Petroleum Corporation, Kerr-McGee Corporation, and Citibank, N.A. (incorporated by reference to Exhibit 4.2 to Form 8-K, dated October 5, 2006, File No. 1-8968). | |
4.13
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2008 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, dated May 27, 2008, File No. 1-8968). | |
4.14
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2008 Director Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 8-K, dated May 27, 2008, File No. 1-8968). | |
5.1 *
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Opinion of Akin Gump Strauss Hauer & Feld LLP regarding legality of securities being registered. | |
23.1 *
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Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1). | |
23.2 *
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Consent of KPMG LLP. | |
23.3 *
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Consent of Netherland, Sewell & Associates, Inc. | |
24.1 *
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Power of Attorney (see signature page). |
* | Filed herewith. |
ANADARKO PETROLEUM CORPORATION |
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By: | /s/ R.A. Walker | |||
R.A. Walker | ||||
Senior Vice President, Finance and Chief Financial Officer | ||||
Signature | Title | Date | ||
/s/ James T. Hackett
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Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | June 30, 2008 | ||
James T. Hackett
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/s/ R.A. Walker
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Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) | June 30, 2008 | ||
R.A. Walker
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/s/ Bruce W. Busmire
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Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer) | June 30, 2008 | ||
Bruce W. Busmire
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/s/ Robert J. Allison, Jr.
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Director | June 30, 2008 | ||
Robert J. Allison, Jr. |
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/s/ Larry Barcus
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Director | June 30, 2008 | ||
Larry Barcus |
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/s/ James L. Bryan
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Director | June 30, 2008 | ||
James L. Bryan |
Signature | Title | Date | ||
/s/ John R. Butler, Jr.
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Director | June 30, 2008 | ||
John R. Butler, Jr. |
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/s/ Luke R. Corbett
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Director | June 30, 2008 | ||
Luke R. Corbett |
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/s/ H. Paulett Eberhart
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Director | June 30, 2008 | ||
H. Paulett Eberhart |
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/s/ Peter J. Fluor
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Director | June 30, 2008 | ||
Peter J. Fluor |
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/s/ John R. Gordon
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Director | June 30, 2008 | ||
John R. Gordon |
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/s/ John W. Poduska, Sr., Ph.D.
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Director | June 30, 2008 | ||
John W. Poduska, Sr., Ph.D. |
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/s/ Paula Rosput Reynolds
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Director | June 30, 2008 | ||
Paula Rosput Reynolds |
Exhibit | ||
Number | ||
4.1
|
Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4(a) to Form S-3 filed on May 9, 2001, File No. 333-60496). | |
4.2
|
Certificate of Amendment of the Companys Restated Certificate of Incorporation, dated July 14, 2000 (incorporated by reference to Exhibit 4.1 to Form 8-K dated July 28, 2000, File No. 1-8968). | |
4.3
|
Certificate of Amendment of the Companys Restated Certificate of Incorporation, dated May 11, 2006 (incorporated by reference to Exhibit 3(d) to Form 10-Q for quarter ended June 30, 2006, File No. 1-8968). | |
4.4
|
By-Laws of the Company, amended and restated as of May 20, 2008 (incorporated by reference to Exhibit 3.1 to Form 8-K dated May 27, 2008, File No. 1-8968). | |
4.5
|
Rights Agreement dated as of October 29, 1998 between the Company and The Chase Manhattan Bank (incorporated by reference to Exhibit 4.1 to Form 8-A, dated October 30, 1998, File No. 1-8968). | |
4.6
|
Amendment No. 1 to Rights Agreement, dated as of April 2, 2000 between Anadarko Petroleum Corporation and the Rights Agent (incorporated by reference to Exhibit 2.4 to Form 8-K, dated April 2, 2000, File No. 1-8968). | |
4.7
|
Certificate of Designation of 5.46% Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4(a) to Form 8-K, dated May 6, 1998, File No. 1-8968). | |
4.8
|
Amended and Restated 1999 Stock Incentive Plan (incorporated by reference to Exhibit 4.5 to Form 8-K, dated July 11, 2005, File No. 1-8968). | |
4.9
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Underwriting Agreement, dated September 14, 2006, among Anadarko Petroleum Corporation and the Underwriters (incorporated by reference to Exhibit 1.1 to Form 8-K, dated September 19, 2006, File No. 1-8968). | |
4.10
|
Trustee Indenture dated as of September 19, 2006, Anadarko Petroleum Corporation to The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Form 8-K, dated September 19, 2006, File No. 1-8968). | |
4.11
|
Second Supplemental Indenture dated October 4, 2006, among Anadarko Petroleum Corporation, Kerr-McGee Corporation, and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to Form 8-K, dated October 5, 2006, File No. 1-8968). | |
4.12
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Ninth Supplemental Indenture dated October 4, 2006, among Anadarko Petroleum Corporation, Kerr-McGee Corporation, and Citibank, N.A. (incorporated by reference to Exhibit 4.2 to Form 8-K, dated October 5, 2006, File No. 1-8968). | |
4.13
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2008 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, dated May 27, 2008, File No. 1-8968). | |
4.14
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2008 Director Compensation Plan (incorporated by reference to Exhibit 10.2 to Form 8-K, dated May 27, 2008, File No. 1-8968). | |
5.1 *
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Opinion of Akin Gump Strauss Hauer & Feld LLP regarding legality of securities being registered. | |
23.1 *
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Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1). | |
23.2 *
|
Consent of KPMG LLP. | |
23.3 *
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Consent of Netherland, Sewell & Associates, Inc. | |
24.1 *
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Power of Attorney (see signature page). |
* | Filed herewith. |