HOUSTON, Oct. 29 /PRNewswire/ -- Anadarko Petroleum Corporation
(NYSE: APC) today announced that its Board of Directors had adopted a
Stockholders Rights Plan, which will replace the Rights Plan that expired on
October 20, 1998. The terms of the new plan have substantially the same
purpose and effect as the former plan.
Robert J. Allison, Jr., Chairman, President and Chief Executive Officer of
Anadarko, said, "The Rights Plan is designed to assure that all of the
Company's stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against abusive tactics to gain
control of Anadarko without paying all stockholders a premium for that
control. The Rights Plan was not being adopted in response to any specific
takeover threat, but is a response to the general takeover environment in the
oil and gas industry. The Rights are intended to enable all Anadarko
stockholders to realize the long-term value of their investment in the
Company. The Rights Plan will not prevent a takeover, but should encourage
anyone seeking to acquire the Company to negotiate with the Board prior to
attempting a takeover."
Under the Rights Plan, the Rights will be distributed as a dividend at a
rate of one Preferred Stock Purchase Right for each share of the Company's
common stock held of record on November 10, 1998. Each Right will entitle
stockholders to purchase from the Company one one-thousandth of a share of a
new series of junior participating preferred stock at an exercise price of
$175. The Right will be exercisable only if a person or group acquires 15% or
more of common stock or announces a tender offer or exchange offer, the
consummation of which would result in ownership by a person or group of 15% or
more of the common stock. The Rights distribution is not taxable to
stockholders.
If a person or group acquires 15% or more of Anadarko's outstanding common
stock, each Right will entitle its holder (other than such person or members
of such group) to purchase at the Right's then-current exercise price, a
number of shares of the Company's common stock having a market value of twice
such price. In addition, if Anadarko is acquired in a merger or other
business combination transaction after a person or group has acquired 15% or
more of the Company's outstanding common stock, each Right will entitle its
holder to purchase at the Right's then-current exercise price, a number of
shares of the acquiring company's common stock having a market value of twice
such price. The acquiring person will not be entitled to exercise these
Rights.
Prior to the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock, the Rights are redeemable for one
cent per Right at the option of the Board of Directors.
The Board of Directors is also authorized to reduce the 15% threshold to
not less than 10%.
The Rights will expire on November 10, 2008.
For more information about Anadarko's worldwide operations, please visit
our web site at http://www.anadarko.com on the Internet.
SOURCE Anadarko Petroleum Corporation
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Related links:
www.anadarko.com
CONTACT:
Analysts and Investors: A. Paul Taylor, Jr.,
281-874-3471, or Steve C. Campbell, 281-874-3260, or Media:
Carol L. Cox, 281-873-3855, all of Anadarko Petroleum Corporation
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