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: August 7, 2005
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000
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Incorporated in the
State of Delaware
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Employer Identification
No. 76-0146568 |
TABLE OF CONTENTS
Item 5.02(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On August 7, 2005, the Board of Directors of Anadarko Petroleum Corporation (the “Company”) elected
R.A. (Al) Walker as the new Senior Vice President, Finance and Chief Financial Officer of the
Company, replacing James R. Larson, who will retire from the Company at the end of 2005. Mr.
Walker’s election will be effective on September 6, 2005.
Mr. Walker, 48, has been the Managing Director for the Global Energy Group of UBS Investment Bank
since April 2004. Prior to UBS, Mr. Walker was President and Chief Financial Officer of 3TEC
Energy Corporation from May 2000 until its merger with Plains Exploration & Production Company in
June 2003, and following the merger advised Plains as a consultant during the post-merger
assimilation of the two companies. From 1987 to May 2000, he worked for Prudential Financial in a
variety of merchant banking positions, most recently as Senior Managing Director and Co-head of
Prudential Capital Group, a large asset management affiliate of Prudential which invests in
privately-placed debt and equity securities.
As a major financial institution, UBS has provided various services to the Company both prior to
and during Mr. Walker’s term as a Managing Director of UBS. UBS is one of a syndicate of 20 U.S.
and Canadian lenders under the Company’s $750 million, five-year Revolving Credit Agreement. Since
June 2004, UBS has acted as broker for a portion of the Company’s stock repurchase program. UBS
and the Company have also entered into natural gas commodity sales and purchase agreements and the
two companies are counterparties to certain financial derivative transactions as part of the
Company’s overall strategy to manage price risk.
Mr. Walker will receive an annual salary of $425,000 and will be eligible for a 2005 target bonus
of 85% of his base salary under the Company’s Annual Incentive Plan. In addition, Mr. Walker will
be granted on September 6, 2005 a total of 23,000 shares of restricted stock and an option to
purchase 25,000 shares of the Company’s common stock under the Company’s 1999 Stock Incentive Plan.
The restricted stock will vest in four equal installments on the anniversary date of the grant.
The options will vest in two equal installments on the second and fourth anniversaries of the
grant. Mr. Walker will also be eligible to receive annual grants for 2005 under the Company’s 1999
Stock Incentive Plan. Finally, Mr. Walker will be eligible to receive the other benefits typically
afforded other executive officers of the Company.
A full summary of the terms of Mr. Walker’s employment with the Company is attached as Exhibit 10.1
to this Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement
(a) As reported in Item 5.02 of this Form 8-K, on August 7, 2005 R.A. (Al) Walker was elected
Senior Vice President, Finance and Chief Financial Officer by the Company’s Board of Directors,
effective September 6, 2005. The material terms of Mr. Walker’s employment with the Company are
summarized in Exhibit 10.1 to this Form 8-K.
(b) In connection with the election of Mr. Walker, effective September 6, 2005 James R. Larson
will no longer serve as the Chief Financial Officer of the Company but will remain as a Senior Vice
President of the Company through December 2005 in order to ensure an effective transition of the
office and duties of the Chief Financial Officer. In consideration for Mr. Larson’s agreement to
remain with the Company during this transition period, on August 7, 2005 the Board of Directors
approved the acceleration of all of Mr. Larson’s remaining
unvested non-qualified stock options and
restricted stock awards, such acceleration to be effective the date of his retirement. However,
his performance shares will not be cashed out, but rather continued under the original terms and
paid pro-rata, if and when earned.
(c) At its meeting on August 7, 2005, the Company’s Board of Directors also approved certain
changes to the Board compensation for Preston M. Geren III in connection with his appointment as
Acting Secretary of the U.S. Air Force and required resignation from the Board. In recognition of
his service to Anadarko, the Board approved a ninety-day exercise period (to expire October 27,
2005) for Mr. Geren to exercise all outstanding vested stock options held by him on the date of his
resignation from the Board. Mr. Geren currently holds vested and exercisable options for 17,500
shares of Company common stock with a weighted average exercise price of $48.81. The Board also
approved the tolling of Mr. Geren’s unvested options until the earlier of (1) his re-election to
the Company’s Board of Directors or (2) the fifth anniversary of his date of resignation. Mr.
Geren’s unvested stock options will terminate if Mr. Geren has not re-joined the Board by the fifth
anniversary of his date of resignation. Mr. Geren currently holds unvested options for 6,250
shares of Company common stock with a weighted average exercise price of $57.20.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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10.1 |
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Summary of terms of employment for Senior Vice President, Finance and Chief
Financial Officer. |
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99.1 |
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Anadarko Press Release, dated August 7, 2005. |