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 Earliest Event Reported: January 25, 2005
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000
Incorporated in the Employer Identification
State of Delaware No. 76-0146568
Item 1.01 Entry into a Material Definitive Agreement
(a) On January 25, 2005, the Compensation and Benefits Committee (the
"Compensation Committee") of the Board of Directors of Anadarko Petroleum
Corporation (the "Company") approved the award of special cash bonuses to
its executive officers related to the performance of services in the fiscal
year ending December 31, 2004. These bonuses were awarded to the following
named executive officers of the Company in the amounts set forth below:
Amount of
Name and Title Special Bonus
--------------------------------------------------------------------------
James T. Hackett
President and Chief Executive Officer $165,000
James R. Larson
Senior Vice President, Finance and Chief Financial Officer $71,250
Robert P. Daniels
Senior Vice President, Exploration and Production $63,750
Mark L. Pease
Senior Vice President, Exploration and Production $63,750
Robert K. Reeves
Senior Vice President, Corporate Affairs and Law $60,000
An aggregate amount of $240,450 in special cash bonuses was also awarded to
nine other executive officers of the Company. The special cash bonus
amounts were awarded in addition to bonuses awarded pursuant to the
Company's Annual Incentive Bonus plan, under which awards are based on the
Company's overall performance of specified operational, financial and
safety performance goals. In determining these special cash bonus awards,
the Compensation Committee recognized the unique demands placed on these
individuals in 2004 and their significant contributions to the effective
development of a refocused strategy, including an overwhelmingly successful
asset divestiture program that was introduced and substantially completed
during 2004, the successful execution of a debt reduction and stock
repurchase program and their instrumental influence in leading cultural
changes throughout the organization.
(b) On January 25, 2005, the Compensation and Benefits Committee (the
"Compensation Committee") of the Board of Directors of Anadarko Petroleum
Corporation (the "Company") approved an amendment to the terms of the
Company's executive officers and non-executive officers form of stock
option agreements ("Agreement") under the 1999 Stock Incentive Plan. The
amendment provides for the immediate vesting of unvested stock options in
the event the executive officer or non-executive officer terminates
employment on account of disability. Such amendment is consistent with
market competitive practices and similar treatment for other equity-based
awards under the 1999 Stock Incentive Plan.
Copies of the forms of Agreements are attached as Exhibit 10.1 and 10.2 to
this Form 8-K.
Item 2.02 Results of Operations and Financial Condition
On January 28, 2005, Anadarko Petroleum Corporation (Anadarko) announced fourth
quarter and full year 2004 financial and operating results. The press release is
included in this report as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
On January 28, 2005, Anadarko provided production and financial guidance for
2005. This information is contained in the press release included in this report
as Exhibit 99.1.
On January 28, 2005, Anadarko announced an increase in its quarterly dividend on
common stock. This information is contained in the press release included in
this report as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Anadarko Executive 1999 Stock Incentive Plan Stock Option Agreement.
10.2 Anadarko Non-Executive 1999 Stock Incentive Plan Stock Option
Agreement.
99.1 Anadarko financial results and guidance press release, dated January
28, 2005.
99.2 Anadarko dividend press release, dated January 28, 2005.
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 thereunto duly authorized officer.
ANADARKO PETROLEUM CORPORATION
(Registrant)
January 28, 2005 By: /s/ Diane L. Dickey
---------------------------------
Diane L. Dickey - Vice President
and Controller