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 News Releases - Anadarko


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HOUSTON--(BUSINESS WIRE)--Sept. 20, 2004--Anadarko Petroleum Corp. (NYSE:APC) today announced that approximately $1.2 billion aggregate principal amount of securities were tendered prior to 5:00 p.m. EDT on Monday, Sept. 20, 2004 -- the Any and All Offer Expiration Date and the Early Tender Date for the Maximum Tender Offer -- pursuant to its previously announced cash tender offers.

In the Any and All Offer, according to information provided by Global Bondholder Services Corporation, the Depositary Agent for the offers, $749,715,000 aggregate principal amount of securities were validly tendered and not withdrawn prior to the expiration of the offer at 5:00 p.m. EDT on Sept. 20, 2004 as more fully set forth below. Anadarko has accepted for payment all securities validly tendered in the Any and All Offer and expects to make payment for the securities in same-day funds on Tuesday, Sept. 21, 2004.

Anadarko is increasing its previously announced offer to purchase approximately $1 billion aggregate principal amount to $1.2 billion of certain debt securities under the conditions specified in the Offer to Purchase dated Sept. 9, 2004, and has set the Maximum Tender Amount of the Maximum Tender Offer to $450,285,000. The Maximum Tender Amount is equal to the difference of $1.2 billion and the face amount of securities validly tendered and accepted for payment in the Any and All Offer. According to the Depositary Agent $448,874,000 aggregate principal amount of securities subject to the Maximum Tender Offer were validly tendered and not withdrawn prior to the Early Tender Date as more fully set forth below.

The Maximum Tender Offer is scheduled to expire at 5:00 p.m. EDT, on Oct. 6, 2004, unless extended. Holders of notes subject to the Maximum Tender Offer who tendered and did not withdraw their notes on or before the Early Tender Date will receive the full tender offer consideration. Holders of notes subject to the Maximum Tender Offer who tender their notes after the Early Tender Date and do not withdraw their notes before the expiration date for the Maximum Tender Offer will receive the Late Tender Offer Consideration, which is the Full Tender Offer Consideration minus $15.00 per $1,000 principal amount of notes tendered by such holder that are accepted for purchase. The Full Tender Offer Consideration for each $1,000 principal amount of notes tendered and accepted for payment pursuant to the Maximum Tender Offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for the notes over the yield based on the bid side price of the U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by the dealer managers at 2:00 p.m. EDT, on Monday, Oct. 4, 2004.

                                                   Percentage
                          Principal      Principal of out-
                          Amount         Amount    standing Acceptance
             Title of     Outstanding    tendered  amount    Priority
   Issuer    Security     (US$)          (US$)     tendered  Level
----------------------------------------------------------------------

Offer for Notes Listed Below:  Any and All Offer

Anadarko     7.375%      $88,115,000    $46,228,000    52.5%     N/A
Canada       Debentures
Corporation  due May
             15, 2006

Anadarko     7.000%      $174,010,000   $123,369,000   70.9%     N/A
Holding      Notes due
Company      October
             15, 2006

Anadarko     5.375%      $650,000,000   $507,403,000   78.1%     N/A
             Notes due
             March 1,
             2007

Anadarko     6.750%      $116,285,000   $69,715,000    60.0%     N/A
Holding      Notes due
Company      May 15,
             2008

Anadarko     7.800%      $11,000,000    $3,000,000     27.3%     N/A
Canada       Debentures
Corporation  due July 2,
             2008
----------------------------------------------------------------------
Aggregate
Any and All
Offer Securities         $1,039,410,000 $749,715,000   72.1%

Offer for Notes Listed Below: Maximum Tender Offer

Anadarko     7.300%      $84,770,000    $32,377,000    38.2%     1
Holding      Notes due
Company      April 15,
             2009

Anadarko     6.125%      $400,000,000   $227,851,000   57.0%     2
             Notes due
             March 15,
             2012

Anadarko     5.000%      $274,095,000   $188,646,000   68.8%     3
             Notes due
             October 1,
             2012
----------------------------------------------------------------------
Aggregate
Maximum Tender
Offer Securities         $758,865,000   $448,874,000   59.2%

Anadarko has retained ABN AMRO Incorporated and J. P. Morgan Securities Inc. to serve as joint dealer managers, and Global Bondholder Services Corporation to serve as the depositary agent and information agent for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at 866-470-4300 or 212-430-3774 or in writing at 65 Broadway - Suite 74, New York, NY, 10006. Questions regarding either offer may be directed to either ABN AMRO at 866-409-7643 or 212-409-6255, or J. P. Morgan at 866-834-4666.

This press release is not a tender offer to purchase or a solicitation of acceptance of the tender offer, which may be made only pursuant to the terms of the Offer to Purchase.

Anadarko Petroleum Corporation's mission is to deliver a competitive and sustainable rate of return to shareholders by developing, acquiring and exploring for oil and gas resources vital to the world's health and welfare. As of year-end 2003, Anadarko had 2.5 billion barrels of oil equivalent of reserves, making it one of the world's largest independent exploration and production companies. Anadarko's operational focus extends from the deepwater Gulf of Mexico, up through Texas, Louisiana, the Mid-Continent, western U.S. and Canadian Rockies and onto the North Slope of Alaska. Anadarko also has significant production in Algeria, Venezuela and Qatar. For more information about how Anadarko is bringing excellence to the surface, please visit: http://www.anadarko.com.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Anadarko believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that its goals will be achieved. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release. While Anadarko makes these forward-looking statements in good faith, neither Anadarko nor its management can guarantee that the anticipated future results will be achieved. See Regulatory Matters and Additional Factors Affecting Business in the Management's Discussion and Analysis included in the Company's 2003 Annual Report on Form 10-K.

CONTACT: Anadarko Petroleum Corp., Houston
Media Contacts:
Teresa Wong, 832-636-1203
teresa_wong@anadarko.com
or
Investor Contacts:
David Larson, 832-636-3265
david_larson@anadarko.com
or
Stewart Lawrence, 832-636-3326
stewart_lawrence@anadarko.com

SOURCE: Anadarko Petroleum Corp.



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