POS AM 1 h93163a2posam.txt APACHE CORPORATION - P.E. AMENDMENT NO.2 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 2, 2002 REGISTRATION NOS. 333-39973 333-39973-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- APACHE CORPORATION APACHE FINANCE PTY LTD (ACN 080 571 900) DELAWARE (State or other jurisdiction of incorporation or organization) AUSTRALIAN CAPITAL TERRITORIES (State or other jurisdiction of incorporation or NO. 41-0747868 organization) (I.R.S. Employer Identification Number) NO. 52-2061913 (I.R.S. Employer ONE POST OAK CENTRAL Identification Number) 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TEXAS 77056-4400 256 ST. GEORGE'S TERRACE (713) 296-6000 LEVEL 3 (Address, including zip code, and PERTH, WESTERN AUSTRALIA 6000 telephone number, including area code, of registrant's AUSTRALIA executive offices) 61-89-422-7222 (Address, including zip code, and telephone number, including area code, of registrant's executive offices) Z. S. KOBIASHVILI SENIOR VICE PRESIDENT AND GENERAL COUNSEL ONE POST OAK CENTRAL 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TEXAS 77056-4400 (713) 296-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service)
---------- Approximate date of commencement of proposed sale to the public: Not applicable, securities are being withdrawn from registration. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] We previously registered up to $300,000,000 of our unsecured senior debt securities and guarantees for resale under a registration statement on Form S-3 filed with the Securities and Exchange Commission on November 12, 1997 and amended by an amendment filed on November 21, 1997 (Registration Nos. 333-39973, 333-39973-01). We have made two offerings of debt securities and guarantees under the registration statement, $170,000,000 of our 6 1/2% Notes due 2007 and $100,000,000 of our 7% Notes due 2009, leaving $30,000,000 principal amount of debt securities still available under the registration statement. By filing this post effective amendment no. 2, we hereby remove from registration all of the remaining $30,000,000 of debt securities and guarantees and the registration statement is hereby amended, as appropriate, to reflect this removal from registration. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES EXHIBITS * 1.1 -- Form of Underwriting Agreement. * 4.1 -- Form of Indenture among the Issuer, the Company and The Chase Manhattan Bank, Trustee, governing the Debt Securities and the Guarantees. * 4.2 -- Form of Debt Security. * 5.1 -- Opinion of Z.S. Kobiashvili, General Counsel of the Company, regarding legality under U.S. law of securities being registered. * 5.2 -- Opinion of Arthur Robinson & Hedderwicks regarding legality under Australian law of securities being registered. * 8.1 -- Opinion of Woodard, Hall & Primm, P.C. as to certain United States federal income tax matters. * 8.2 -- Opinion of Arthur Robinson & Hedderwicks as to certain Australian tax matters. *12.1 -- Statement of computation of ratio of earnings to fixed charges. *23.1 -- Consent of Arthur Andersen LLP. *23.2 -- Consent of Coopers & Lybrand, Chartered Accountants. *23.3 -- Consent of Ryder Scott Company Petroleum Engineers. *23.4 -- Consent of Netherland, Sewell & Associates, Inc. *23.5 -- Consent of Z.S. Kobiashvili, General Counsel of the Company (included in Exhibit 5.1). *23.6 -- Consent of Arthur Robinson & Hedderwicks (included in Exhibit 5.2). *23.7 -- Consent of Woodard, Hall & Primm, P.C. (included in Exhibit 8.1). *23.8 -- Consent of Arthur Robinson & Hedderwicks as to certain Australian tax matters (included in Exhibit 8.2). *24.1 -- Powers of Attorney (included in Part II as a part of the signature pages of the Registration Statement). *25.1 -- Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of The Chase Manhattan Bank, Trustee, is filed separately on Form T-1. *Previously filed. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas. APACHE CORPORATION Date: December 31, 2001 By: /s/ Z. S. Kobiashvili ----------------------------------------- Z. S. Kobiashvili Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, the Post Effective Amendment No. 2 to the Registration Statement has been signed by an attorney in fact on behalf of the following persons, in the capacities and on the dates indicated.
SIGNATURE TITLE --------- ----- /s/ Raymond Plank* Chairman and Chief Executive Officer ------------------------- (Principal Executive Officer) Raymond Plank /s/ Roger B. Plank* Executive Vice President and Chief Financial Officer ------------------------- (Principal Financial Officer) Roger B. Plank /s/ Thomas L. Mitchell* Vice President and Controller ------------------------- (Principal Accounting Officer) Thomas L. Mitchell
SIGNATURE TITLE --------- ----- /s/ Frederick M. Bohen* Director ---------------------------- Frederick M. Bohen /s/ G. Steven Farris* Director ---------------------------- G. Steven Farris /s/ Randolph M. Ferlic* Director ---------------------------- Randolph M. Ferlic Director ---------------------------- Eugene C. Fiedorek Director ---------------------------- A. D. Frazier, Jr. /s/ John A. Kocur* Director ---------------------------- John A. Kocur /s/ George D. Lawrence Jr.* Director ---------------------------- George D. Lawrence Jr. /s/ Mary Ralph Lowe* Director ---------------------------- Mary Ralph Lowe /s/ F.H. Merelli* Director ---------------------------- F.H. Merelli Director ---------------------------- Rodman D. Patton Director ---------------------------- Charles J. Pittman *By: /s/ Z. S. Kobiashvili ------------------------ Z. S. Kobiashvili Attorney-in-Fact Date: December 31, 2001
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas. APACHE FINANCE PTY LTD Date: December 31, 2001 By: /s/ Z. S. Kobiashvili ----------------------------------------- Z. S. Kobiashvili Senior Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, the Post Effective Amendment No. 2 to the Registration Statement has been signed by an attorney in fact on behalf of the following persons, in the capacities and on the dates indicated.
SIGNATURE TITLE --------- ----- /s/ Raymond Plank* Chief Executive Officer -------------------------- (Principal Executive Officer) Raymond Plank /s/ Roger B. Plank* Director, Executive Vice President and Chief Financial -------------------------- Officer (Principal Financial Officer) Roger B. Plank /s/ Thomas L. Mitchell* Vice President (Principal Accounting Officer) -------------------------- Thomas L. Mitchell Director -------------------------- James K. Bass /s/ John A. Crum * Director -------------------------- John A. Crum /s/ G. Steven Farris* Director -------------------------- G. Steven Farris /s/ Z. S. Kobiashvili* Director -------------------------- Z. S. Kobiashvili /s/ Neil J. McHarrie* Director -------------------------- Neil J. McHarrie *By: /s/ Z. S. Kobiashvili --------------------- Z. S. Kobiashvili Attorney-in-Fact Date: December 31, 2001